Registration Nos. 2-11101
811-00242
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. 155 | x | |||
and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
¨ | |||
Amendment No. 86 | x |
(Check appropriate box or boxes.)
NATIXIS FUNDS TRUST II
(Exact Name of Registrant as Specified in Charter)
399 Boylston Street, Boston, Massachusetts 02116
(Address of principal executive offices) (Zip Code)
Registrants Telephone Number, including Area Code (617) 449-2810
Coleen Downs Dinneen, Esq.
Natixis Distributors, L.P.
399 Boylston Street
Boston, Massachusetts 02116
(Name and Address of Agent for Service)
Copy to:
John M. Loder, Esq.
Ropes & Gray
800 Boylston Street
Boston, Massachusetts 02119
Approximate Date of Public Offering
It is proposed that this filing will become effective (check appropriate box):
¨ | Immediately upon filing pursuant to paragraph (b) |
x | On May 2, 2011 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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Class A | Class C |
ASG Diversifying Strategies Fund | DSFAX | DSFCX |
ASG Global Alternatives Fund | GAFAX | GAFCX |
ASG Managed Futures Strategy Fund | AMFAX | ASFCX |
Gateway Fund | GATEX | GTECX |
Loomis Sayles Absolute Strategies Fund | LABAX | LABCX |
Loomis Sayles Multi-Asset Real Return Fund | MARAX | MARCX |
Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 1.25% | 1.25% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses (restated to reflect current expenses) | 0.55% | 0.55% |
Total annual fund operating expenses | 2.05% | 2.80% |
Fee waiver and/or expense reimbursement /1 / | 0.31% | 0.31% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.74% | 2.49% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $742 | $352 | $252 |
3 years | $1,153 | $839 | $839 |
5 years | $1,588 | $1,452 | $1,452 |
10 years | $2,794 | $3,106 | $3,106 |
1 | AlphaSimplex Group, LLC (the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.70% and 2.45% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of organizational expenses, brokerage expenses, interest expense, taxes and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.70% and 2.45% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed. |
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Highest Quarterly Return:
Third Quarter 2010, 13.89% |
Lowest Quarterly Return:
Fourth Quarter 2010, -4.18% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year |
Life of
Fund (8/3/09) |
ASG Diversifying Strategies Fund
Class A – Return Before Taxes |
2.24% | 6.74% |
Return After Taxes on Distributions | 0.58% | 4.44% |
Return After Taxes on Distributions & Sales of Fund Shares | 1.74% | 4.59% |
Class C – Return Before Taxes | 6.58% | 10.41% |
HFRI Fund of Funds Composite Index (Calculated from August 1, 2009) | 5.46% | 7.00% |
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Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
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Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 1.15% | 1.15% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses | 0.27% | 0.27% |
Total annual fund operating expenses | 1.67% | 2.42% |
Fee waiver and/or expense reimbursement /1 / | 0.06% | 0.06% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.61% | 2.36% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $729 | $339 | $239 |
3 years | $1,066 | $749 | $749 |
5 years | $1,425 | $1,285 | $1,285 |
10 years | $2,433 | $2,752 | $2,752 |
1 | AlphaSimplex Group, LLC (the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.60% and 2.35% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of organizational expenses, brokerage expenses, interest expense, taxes and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.60% and 2.35% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed. |
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Highest Quarterly Return:
Third Quarter 2010, 7.26% |
Lowest Quarterly Return:
Second Quarter 2010, -4.19% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year |
Life of
Fund (9/30/08) |
ASG Global Alternatives Fund
Class A – Return Before Taxes |
0.83% | 2.97% |
Return After Taxes on Distributions | -0.20% | 2.21% |
Return After Taxes on Distributions & Sales of Fund Shares | 0.91% | 2.17% |
Class C – Return Before Taxes | 5.21% | 4.95% |
HFRI Fund of Funds Composite Index (Calculated from October 1, 2008) | 5.46% | 2.51% |
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Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
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Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 1.25% | 1.25% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses (estimated for the current fiscal year) | 0.38% | 0.38% |
Total annual fund operating expenses | 1.88% | 2.63% |
Fee waiver and/or expense reimbursement /1 / | 0.16% | 0.16% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.72% | 2.47% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $740 | $350 | $250 |
3 years | $1,117 | $802 | $802 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.70% and 2.45% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.70% and 2.45% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed. |
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Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
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Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 0.65% | 0.65% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses | 0.15% | 0.15% |
Total annual fund operating expenses | 1.05% | 1.80% |
Fee waiver and/or expense reimbursement /1 / | 0.11% | 0.10% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 0.94% | 1.70% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $665 | $273 | $173 |
3 years | $880 | $557 | $557 |
5 years | $1,111 | $966 | $966 |
10 years | $1,774 | $2,108 | $2,108 |
1 | Gateway Investment Advisers, LLC (the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 0.94% and 1.70% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 0.94% and 1.70% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed. |
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Highest Quarterly Return:
Fourth Quarter 2002, 9.55% |
Lowest Quarterly Return:
Fourth Quarter 2008, -11.15% |
Average Annual Total Returns
(for the periods ended December 31, 2010) / / |
Past 1 Year | Past 5 Years | Past 10 Years |
Class A - Return Before Taxes | -1.20% | 1.50% | 2.14% |
Class A - Return After Taxes on Distributions | -1.43% | 1.07% | 1.74% |
Class A - Return After Taxes on Distributions & Sale of Fund Shares | -0.49% | 1.12% | 1.64% |
Class C - Return Before Taxes | 3.03% | 1.95% | 1.96% |
S&P 500 Index | 15.06% | 2.29% | 1.41% |
Barclays Capital U.S. Aggregate Bond Index | 6.54% | 5.80% | 5.84% |
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Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
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Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 4.50% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 0.70% | 0.70% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses (estimated for the current fiscal year) | 0.31% | 0.31% |
Acquired Fund Fees and Expenses (estimated for the current fiscal year) | 0.02% | 0.02% |
Total annual fund operating expenses | 1.28% | 2.03% |
Fee waiver and/or expense reimbursement /1 / | 0.00% | 0.00% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.28% | 2.03% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $575 | $306 | $206 |
3 years | $838 | $637 | $637 |
1 | Loomis, Sayles & Company, L.P. (“Loomis Sayles” or the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.30% and 2.05% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, Acquired Fund Fees and Expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.30% and 2.05% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
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Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
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Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 4.50% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 0.75% | 0.75% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses (estimated for the current fiscal year) | 0.88% | 0.88% |
Acquired Fund Fees and Expenses (estimated for the current fiscal year) | 0.05% | 0.05% |
Total annual fund operating expenses | 1.93% | 2.68% |
Fee waiver and/or expense reimbursement /1 / | 0.53% | 0.53% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.40% | 2.15% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $586 | $318 | $218 |
3 years | $980 | $782 | $782 |
1 | Loomis, Sayles & Company, L.P. (“Loomis Sayles” or the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.35% and 2.10% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, Acquired Fund Fees and Expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.35% and 2.10% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees or expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
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Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
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* | For purchases of Class A shares of the Fund of $1 million or more, there is no front-end sales charge, but a CDSC of 1.00% may apply to redemptions of your shares within one year of the date of purchase. See the section “How the CDSC is Applied to Your Shares.” |
** | Not imposed on shares that are purchased with reinvested dividends or other distributions. |
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Class C Contingent Deferred Sales Charges | |
Year Since Purchase | CDSC on Shares Being Sold |
1st | 1.00% |
Thereafter | 0.00% |
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Through Your Investment Dealer | • Call your investment dealer for information. Dealers may also charge you a processing or service fee in connection with the redemption of Fund shares. |
By Mail |
•
Write a letter to
request a redemption. Specify the name of your Fund, class of shares, account number, the exact registered account name(s), the number of shares or the dollar amount to be redeemed and the method by which you wish to receive your proceeds.
Additional materials may be required. See the section “Selling Shares in Writing.”
• The request must be signed by all of the owners of the shares and must include the capacity in which they are signing, if appropriate. • Mail your request by regular mail to Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579 or by registered, express or certified mail to Natixis Funds, 330 West 9th Street, Kansas City, MO 64105-1514 . • Proceeds (less any applicable CDSC) will be delivered by the method chosen in your letter. Proceeds delivered by mail will generally be mailed to you within three business days after the request is received in good order, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Exchange
(See the section “Exchanging Shares” for more details.) |
• Obtain a current prospectus for the fund into which you are exchanging by calling your investment dealer or Natixis Funds at 800-225-5478 or visit ga.natixis.com. • Call Natixis Funds or visit ga.natixis.com to request an exchange. |
By Wire |
•
Complete the
“Bank Information” section on your account application.
• Call Natixis Funds at 800-225-5478, visit ga.natixis.com or indicate in your redemption request letter (see above) that you wish to have your proceeds wired to your bank. • Proceeds (less any applicable CDSC) will generally be wired on the next business day, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” A wire fee will be deducted from the proceeds. Your bank may charge you a fee to receive the wire. If you have not signed up for banking information on your application, please call Natixis Funds at 800-225-5478 or visit ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required. |
Through ACH |
•
Ask your bank or credit
union whether it is a member of the ACH system.
• Complete the “Bank Information” section on your account application. • If you have not signed up for the ACH system on your application, please call Natixis Funds at 800-225-5478 or visit ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required. • Call Natixis Funds or visit ga.natixis.com to request an ACH redemption or indicate in your redemption letter that you wish to have your proceeds sent to your bank through ACH. • Proceeds (less any applicable CDSC) will generally arrive at your bank within three business days, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Telephone | • Call Natixis Funds at 800-225-5478 to choose the method you wish to use to redeem your shares. You may receive your proceeds (less any applicable CDSC) by mail, by wire or through ACH (see above), subject to certain restrictions. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Systematic Withdrawal Plan (See the section “Additional Investor Services” for more details.) |
•
Call Natixis Funds at
800-225-5478 or your financial representative for more information.
•
Because withdrawal payments may have tax consequences, you should consult your tax adviser before establishing such a plan. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
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Restriction | Situation |
Each Fund may suspend the right of redemption or postpone payment for more than 7 days: |
•
When the New York Stock Exchange
(the “NYSE”) is closed (other than a weekend/holiday) as permitted by the SEC.
• During an emergency as permitted by the SEC. • During any other period permitted by the SEC. |
Each Fund reserves the right to suspend account services or refuse transaction requests: |
•
With a notice of a dispute between
registered owners or death of a registered owner.
• With suspicion/evidence of a fraudulent act. |
Each Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities in lieu of cash or may take up to 7 days to pay a redemption request in order to raise capital: | • When it is detrimental for a Fund to make cash payments as determined in the sole discretion of the adviser or subadviser. |
Each Fund may withhold redemption proceeds for 10 days from the purchase date: | • When redemptions are made within 10 calendar days of purchase by check or ACH to allow the check or ACH transaction to clear. |
Net Asset Value = |
Total market value of securities + Cash and other assets – Liabilities
Number of outstanding shares |
1 | Please see the section “Buying Shares,” which provides additional information regarding who can receive a purchase order. |
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Dividend Payment Schedule | |
Annually | Quarterly |
ASG Diversifying Strategies Fund | Loomis Sayles Absolute Strategies Fund |
ASG Global Alternatives Fund | Gateway Fund |
ASG Managed Futures Strategy Fund | |
Loomis Sayles Multi-Asset Real Return Fund |
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(a) | Per share net investment loss has been calculated using the average shares outstanding during the period. |
(b) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(d) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | Due to the short-term nature of the portfolio of investments there is no portfolio turnover calculation. |
(g) | The amount shown for a share outstanding does not correspond with the aggregate realized and unrealized gain 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. |
(h) | For the period August 3, 2009 (inception) through December 31, 2009. |
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(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(e) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | Due to the short-term nature of the portfolio of investments there is no portfolio turnover calculation. |
(h) | For the period September 30, 2008 (inception) through December 31, 2008. |
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(a) | Per share net investment loss has been calculated using the average shares outstanding during the period. |
(b) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(d) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | Due to the short-term nature of the portfolio of investments there is no portfolio turnover calculation. |
(g) | For the period July 30, 2010 (inception) through December 31, 2010. |
|
81 |
* | As of the close of business on February 15, 2008, the Fund acquired the assets and liabilities of the Gateway Predecessor Fund, a series of The Gateway Trust, an Ohio business trust, in exchange for Class A shares of the Fund pursuant to a plan of reorganization approved by the Gateway Predecessor Fund shareholders on January 18, 2008 (the “Acquisition”). Prior to the Acquisition, the Fund had no investment operations. The Fund is the successor to the Gateway Predecessor Fund and therefore information for the periods prior to and including February 15, 2008 relates to the Gateway Predecessor Fund. |
** | From commencement of Class operations on February 19, 2008 through December 31, 2008. |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | Computed on an annualized basis for periods less than one year, if applicable. |
(e) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
|
82 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(e) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | For the period December 15, 2010 (inception) through December 31, 2010. |
|
83 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(d) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | For the period September 30, 2010 (inception) through December 31, 2010. |
|
84 |
|
85 |
|
Class Y |
ASG Diversifying Strategies Fund | DSFYX |
ASG Global Alternatives Fund | GAFYX |
ASG Managed Futures Strategy Fund | ASFYX |
Gateway Fund | GTEYX |
Loomis Sayles Absolute Strategies Fund | LASYX |
Loomis Sayles Multi-Asset Real Return Fund | MARYX |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 1.25% |
Other expenses (restated to reflect current expenses) | 0.55% |
Total annual fund operating expenses | 1.80% |
Fee waiver and/or expense reimbursement /1 / | 0.31% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.49% |
Class Y |
1 year | $152 |
3 years | $536 |
5 years | $946 |
10 years | $2,090 |
1 | AlphaSimplex Group, LLC (the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.45% of the Fund’s average daily net assets for Class Y shares, exclusive of organizational expenses, brokerage expenses, interest expense, taxes and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.45% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed. |
|
1 |
|
2 |
|
3 |
|
Highest Quarterly Return:
Third Quarter 2010, 13.97% |
Lowest Quarterly Return:
Fourth Quarter 2010, -4.19% |
|
4 |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year |
Life of
Fund (8/3/09) |
ASG Diversifying Strategies Fund
Class Y – Return Before Taxes |
8.63% | 11.47% |
Return After Taxes on Distributions | 6.84% | 9.03% |
Return After Taxes on Distributions & Sales of Fund Shares | 5.91% | 8.54% |
HFRI Fund of Funds Composite Index (Calculated from August 1, 2009) | 5.46% | 7.00% |
|
5 |
|
6 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 1.15% |
Other expenses | 0.27% |
Total annual fund operating expenses | 1.42% |
Fee waiver and/or expense reimbursement /1 / | 0.06% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.36% |
Class Y |
1 year | $138 |
3 years | $443 |
5 years | $771 |
10 years | $1,697 |
1 | AlphaSimplex Group, LLC (the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.35% of the Fund’s average daily net assets for Class Y shares, exclusive of organizational expenses, brokerage expenses, interest expense, taxes and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.35% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed. |
|
7 |
|
8 |
|
9 |
|
Highest Quarterly Return:
Third Quarter 2010, 7.23% |
Lowest Quarterly Return:
Second Quarter 2010, -4.09% |
|
10 |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year |
Life of
Fund (9/30/08) |
ASG Global Alternatives Fund
Class Y – Return Before Taxes |
7.22% | 5.97% |
Return After Taxes on Distributions | 6.12% | 5.17% |
Return After Taxes on Distributions & Sales of Fund Shares | 5.08% | 4.71% |
HFRI Fund of Funds Composite Index (Calculated from October 1, 2008) | 5.46% | 2.51% |
|
11 |
|
12 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 1.25% |
Other expenses (estimated for the current fiscal year) | 0.38% |
Total annual fund operating expenses | 1.63% |
Fee waiver and/or expense reimbursement /1 / | 0.16% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.47% |
Class Y |
1 year | $150 |
3 years | $499 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.45% of the Fund’s average daily net assets for Class Y shares, exclusive of brokerage expenses, interest expense, taxes, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.45% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed. |
|
13 |
|
14 |
|
15 |
|
16 |
|
17 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.65% |
Other expenses | 0.15% |
Total annual fund operating expenses | 0.80% |
Fee waiver and/or expense reimbursement /1 / | 0.10% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 0.70% |
Class Y |
1 year | $72 |
3 years | $245 |
5 years | $434 |
10 years | $980 |
1 | Gateway Investment Advisers, LLC (the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 0.70% of the Fund’s average daily net assets for Class Y shares, exclusive of organizational expenses, brokerage expenses, interest expense, taxes and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 0.70% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed. |
|
18 |
|
19 |
|
Highest Quarterly Return:
Fourth Quarter 2002, 9.55% |
Lowest Quarterly Return:
Fourth Quarter 2008, -11.10% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
Gateway Fund Class Y - Return Before Taxes | 5.13% | 2.86% | 2.82% |
Return After Taxes on Distributions | 4.84% | 2.40% | 2.41% |
Return After Taxes on Distributions & Sales of Fund Shares | 3.69% | 2.28% | 2.23% |
S&P 500 Index | 15.06% | 2.29% | 1.41% |
Barclays Capital U.S. Aggregate Bond Index | 6.54% | 5.80% | 5.84% |
|
20 |
|
21 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.70% |
Other expenses (estimated for the current fiscal year) | 0.31% |
Acquired Fund Fees and Expenses (estimated for the current fiscal year) | 0.02% |
Total annual fund operating expenses | 1.03% |
Fee waiver and/or expense reimbursement /1 / | 0.00% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.03% |
Class Y |
1 year | $105 |
3 years | $328 |
1 | Loomis, Sayles & Company, L.P. (“Loomis Sayles” or the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.05% of the Fund’s average daily net assets for Class Y shares, exclusive of brokerage expenses, interest expense, taxes, Acquired Fund Fees and Expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.05% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
22 |
|
23 |
|
24 |
|
25 |
|
26 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.75% |
Other expenses (estimated for the current fiscal year) | 0.88% |
Acquired Fund Fees and Expenses (estimated for the current fiscal year) | 0.05% |
Total annual fund operating expenses | 1.68% |
Fee waiver and/or expense reimbursement /1 / | 0.53% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.15% |
Class Y |
1 year | $117 |
3 years | $478 |
1 | Loomis, Sayles & Company, L.P. (“Loomis Sayles” or the “Adviser”) has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.10% of the Fund’s average daily net assets for Class Y shares, exclusive of brokerage expenses, interest expense, taxes, Acquired Fund Fees and Expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.10% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees or expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
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28 |
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29 |
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30 |
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31 |
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32 |
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33 |
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34 |
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35 |
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36 |
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37 |
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38 |
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39 |
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40 |
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41 |
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42 |
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43 |
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44 |
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45 |
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46 |
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47 |
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48 |
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49 |
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50 |
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51 |
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52 |
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53 |
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54 |
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55 |
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56 |
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57 |
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58 |
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59 |
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60 |
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61 |
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62 |
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63 |
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64 |
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65 |
|
66 |
|
67 |
Through Your
Investment Dealer |
• Call your investment dealer for information. Dealers may also charge you a processing or service fee in connection with the redemption of Fund shares. |
By Mail |
•
Write a letter to
request a redemption. Specify the name of your fund, class of shares, account number, the exact registered account name(s), the number of shares or the dollar amount to be redeemed and the method by which you wish to receive your proceeds.
Additional materials may be required. See the section “Selling Shares in Writing.”
• The request must be signed by all of the owners of the shares and must include the capacity in which they are signing, if appropriate. • Mail your request by regular mail to Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579 or by registered, express or certified mail to Natixis Funds, 330 West 9th Street, Kansas City, MO 64105-1514 . • Your proceeds will be delivered by the method chosen in your letter. Proceeds delivered by mail will generally be mailed to you within three business days after the request is received in good order, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Exchange
(See the section “Exchanging Shares” for more details.) |
•
Obtain a current
prospectus for the fund into which you are exchanging by calling your investment dealer or Natixis Funds at 800-225-5478 or visit ga.natixis.com.
• Call Natixis Funds or visit ga.natixis.com to request an exchange. |
By Wire |
•
Complete the
“Bank Information” section on your account application.
• Call Natixis Funds at 800-225-5478 or indicate in your redemption request letter (see above) that you wish to have your proceeds wired to your bank. • Proceeds will generally be wired on the next business day, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” A wire fee will be deducted from the proceeds. Your bank may charge you a fee to receive the wire. |
Through ACH |
•
Ask your bank or credit
union whether it is a member of the ACH system.
• Complete the “Bank Information” section on your account application. • If you have not signed up for the ACH system on your application, please call Natixis Funds at 800-225-5478 or visit ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required. • Call Natixis Funds or visit ga.natixis.com to request an ACH redemption or indicate in your redemption letter that you wish to have your proceeds sent to your bank through ACH. • Proceeds will generally arrive at your bank within three business days, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Telephone | • Call Natixis Funds at 800-225-5478 to choose the method you wish to use to redeem your shares. You may receive your proceeds by mail, by wire or through ACH (see above), subject to certain restrictions. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Systematic Withdrawal Plan |
•
Call Natixis Funds at
800-225-5478 or your financial representative for more information.
• Because withdrawal payments may have tax consequences, you should consult your tax adviser before establishing such a plan. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
|
68 |
|
69 |
|
70 |
Restriction | Situation |
Each Fund may suspend the right of redemption or postpone payment for more than 7 days: |
•
When the New York Stock Exchange
(the “NYSE”) is closed (other than a weekend/holiday) as permitted by the SEC.
• During an emergency as permitted by the SEC. • During any other period permitted by the SEC. |
Each Fund reserves the right to suspend account services or refuse transaction requests: |
•
With a notice of a dispute between
registered owners or death of a registered owner.
• With suspicion/evidence of a fraudulent act. |
Each Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities in lieu of cash or may take up to 7 days to pay a redemption request in order to raise capital: | • When it is detrimental for a Fund to make cash payments as determined in the sole discretion of the adviser or subadviser. |
Each Fund may withhold redemption proceeds for 10 days from the purchase date: | • When redemptions are made within 10 calendar days of purchase by check or ACH to allow the check or ACH transaction to clear. |
Net Asset Value = |
Total market value of securities + Cash and other assets – Liabilities
Number of outstanding shares |
1 | Please see the section “Buying Shares,” which provides additional information regarding who can receive a purchase order. |
|
71 |
Dividend Payment Schedule | |
Annually | Quarterly |
ASG Diversifying Strategies Fund | Loomis Sayles Absolute Strategies Fund |
ASG Global Alternatives Fund | Gateway Fund |
ASG Managed Futures Strategy Fund | |
Loomis Sayles Multi-Asset Real Return Fund |
|
72 |
|
73 |
|
74 |
(a) | Per share net investment loss has been calculated using the average shares outstanding during the period. |
(b) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(c) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(d) | Computed on an annualized basis for periods less than one year, if applicable. |
(e) | Due to the short-term nature of the portfolio of investments there is no portfolio turnover calculation. |
(f) | The amount shown for a share outstanding does not correspond with the aggregate realized and unrealized gain 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. |
(g) | For the period August 3, 2009 (inception) through December 31, 2009. |
|
75 |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) |
Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized.
|
(d) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | Due to the short-term nature of the portfolio of investments there is no portfolio turnover calculation. |
(g) | For the period September 30, 2008 (inception) through December 31, 2008. |
|
76 |
(a) | Per share net investment loss has been calculated using the average shares outstanding during the period. |
(b) |
Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized.
|
(c) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(d) | Computed on an annualized basis for periods less than one year, if applicable. |
(e) | Due to the short-term nature of the portfolio of investments there is no portfolio turnover calculation. |
(f) | For the period July 30, 2010 (inception) through December 31, 2010. |
|
77 |
* | From commencement of Class operations on February 19, 2008 through December 31, 2008. |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(c) | Computed on an annualized basis for periods less than one year, if applicable. |
(d) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
|
78 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(d) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | For the period December 15, 2010 (inception) through December 31, 2010. |
|
79 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) |
Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized.
|
(c) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(d) | Computed on an annualized basis for periods less than one year, if applicable. |
(e) | For the period September 30, 2010 (inception) through December 31, 2010. |
|
80 |
|
81 |
|
Class A | Class B | Class C |
Absolute Asia Dynamic Equity Fund
|
DEFAX | DEFCX |
AEW Real Estate Fund
|
NRFAX | NRFBX | NRCFX |
CGM Advisor Targeted Equity Fund
|
NEFGX | NEBGX | NEGCX |
Hansberger International Fund
|
NEFDX | NEDBX | NEDCX |
Harris Associates Large Cap Value Fund
|
NEFOX | NEGBX | NECOX |
Natixis Income Diversified Portfolio
|
IIDPX | CIDPX |
Natixis Oakmark Global Fund
|
NOGAX | NOGCX |
Natixis Oakmark International Fund
|
NOIAX | NOICX |
Natixis U.S. Multi-Cap Equity Fund
(formerly named Natixis U.S. Diversified Portfolio) |
NEFSX | NESBX | NECCX |
Vaughan Nelson Small Cap Value Fund
|
NEFJX | NEJBX | NEJCX |
Vaughan Nelson Value Opportunity Fund
|
VNVAX | VNVCX |
Westpeak ActiveBeta
®
Equity Fund
|
WABAX | WABCX |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 1.00% | 1.00% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses / /(restated to reflect current expenses) | 5.43% | 5.43% |
Total annual fund operating expenses | 6.68% | 7.43% |
Fee waiver and/or expense reimbursement /1 / | 4.93% | 4.93% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.75% | 2.50% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $743 | $353 | $253 |
3 years | $2,021 | $1,739 | $1,739 |
5 years | $3,257 | $3,154 | $3,154 |
10 years | $6,169 | $6,402 | $6,402 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.75% and 2.50% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.75% and 2.50% of the Fund’s average daily net assets for Class A and Class C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
1 |
|
2 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
3 |
|
4 |
Shareholder Fees (fees paid directly from your investment) | Class A | Class B | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 5.00% | 1.00% |
Redemption fees | None | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class B | Class C |
Management fees | 0.80% | 0.80% | 0.80% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% | 1.00% |
Other expenses | 0.35% | 0.35% | 0.35% |
Total annual fund operating expenses | 1.40% | 2.15% | 2.15% |
Fee waiver and/or expense reimbursement /1 / | 0.00% | 0.00% | 0.00% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.40% | 2.15% | 2.15% |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.50%, 2.25% and 2.25% of the Fund’s average daily net assets for Class A, Class B and Class C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.50%, 2.25% and 2.25% of the Fund’s average daily net assets for Class A, Class B and Class C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
5 |
|
6 |
|
|
Highest Quarterly Return:
Second Quarter 2009, 32.96% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -38.19% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
AEW Real Estate Fund
Class A – Return Before Taxes |
20.09% | 1.51% | 10.14% |
Return After Taxes on Distributions | 19.67% | 0.28% | 8.63% |
Return After Taxes on Distributions & Sales of Fund Shares | 13.04% | 0.96% | 8.34% |
Class B – Return Before Taxes | 21.57% | 1.63% | 9.97% |
Class C – Return Before Taxes | 25.55% | 1.96% | 9.98% |
MSCI US REIT Index | 28.48% | 2.99% | 10.57% |
|
7 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
8 |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class B | Class C |
Management fees | 0.69% | 0.69% | 0.69% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% | 1.00% |
Other expenses | 0.22% | 0.22% | 0.22% |
Total annual fund operating expenses | 1.16% | 1.91% | 1.91% |
|
9 |
|
10 |
|
|
Highest Quarterly Return:
Fourth Quarter 2001, 17.62% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -24.16% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
CGM Advisor Targeted Equity Fund
Class A – Return Before Taxes |
10.42% | 4.45% | 3.17% |
Return After Taxes on Distributions | 10.34% | 3.53% | 2.69% |
Return After Taxes on Distributions & Sales of Fund Shares | 6.88% | 3.48% | 2.56% |
Class B – Return Before Taxes | 11.26% | 4.59% | 3.00% |
Class C – Return Before Taxes | 15.22% | 4.92% | 3.00% |
S&P 500 Index | 15.06% | 2.29% | 1.41% |
|
11 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
12 |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class B | Class C |
Management fees | 0.80% | 0.80% | 0.80% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% | 1.00% |
Other expenses* | 0.63% | 0.62% | 0.63% |
Total annual fund operating expenses | 1.68% | 2.42% | 2.43% |
* | 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. |
|
13 |
|
14 |
|
15 |
|
|
Highest Quarterly Return:
Second Quarter 2009, 29.29% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -25.16% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
Hansberger International Fund
Class A – Return Before Taxes |
2.43% | 2.48% | 4.66% |
Return After Taxes on Distributions | 2.47% | 1.37% | 4.05% |
Return After Taxes on Distributions & Sales of Fund Shares | 1.90% | 2.00% | 3.98% |
Class B – Return Before Taxes | 2.93% | 2.63% | 4.50% |
Class C – Return Before Taxes | 6.91% | 2.92% | 4.49% |
MSCI EAFE Index | 8.21% | 2.94% | 3.94% |
MSCI ACWI ex USA | 11.60% | 5.29% | 5.97% |
|
16 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
17 |
Shareholder Fees (fees paid directly from your investment) | Class A | Class B | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 5.00% | 1.00% |
Redemption fees | None | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class B | Class C |
Management fees | 0.70% | 0.70% | 0.70% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% | 1.00% |
Other expenses | 0.44% | 0.43% | 0.44% |
Total annual fund operating expenses | 1.39% | 2.13% | 2.14% |
Fee waiver and/or expense reimbursement /1 / | 0.09% | 0.08% | 0.09% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.30% | 2.05% | 2.05% |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.30%, 2.05% and 2.05% of the Fund’s average daily net assets for Class A, Class B and Class C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.30%, 2.05% and 2.05% of the Fund’s average daily net assets for Class A, Class B and Class C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
18 |
|
19 |
|
|
Highest Quarterly Return:
Second Quarter 2009, 24.17% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -27.03% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
Harris Associates Large Cap Value Fund
Class A – Return Before Taxes |
6.56% | 0.67% | 0.00% |
Return After Taxes on Distributions | 6.50% | 0.57% | -0.04% |
Return After Taxes on Distributions & Sales of Fund Shares | 4.35% | 0.55% | -0.01% |
Class B – Return Before Taxes | 7.31% | 0.72% | -0.15% |
Class C – Return Before Taxes | 11.26% | 1.10% | -0.15% |
Russell 1000 Value Index | 15.51% | 1.28% | 3.26% |
|
20 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
21 |
Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 4.50% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 0.55% | 0.55% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses | 0.39% | 0.39% |
Total annual fund operating expenses | 1.19% | 1.94% |
Fee waiver and/or expense reimbursement /1 / | 0.00% | 0.00% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.19% | 1.94% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $566 | $297 | $197 |
3 years | $811 | $609 | $609 |
5 years | $1,075 | $1,047 | $1,047 |
10 years | $1,828 | $2,264 | $2,264 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.25% and 2.00% of the Fund’s average daily net assets for Class A and Class C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.25% and 2.00% of the Fund’s average daily net assets for Class A and Class C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
22 |
Adviser/Subadviser and
Investment Discipline |
Focus of Discipline |
Target
Allocation |
Minimum
Allocation |
Maximum
Allocation |
AEW Diversified REIT | U.S. Equity Real Estate Investment Trusts (“REITs”) | 25.00% | 20.00% | 30.00% |
Active Dividend Equity * | Dividend-paying common stocks of U.S. issuers | 20.00% | 15.00% | 25.00% |
Loomis Sayles Inflation Protected Securities | Inflation protected securities, with an emphasis on U.S. Treasury Inflation Protected Securities (“TIPS”) | 15.00% | 10.00% | 20.00% |
Loomis Sayles Multi-Sector Bond | Investment grade fixed-income securities | 40.00% | 30.00% | 50.00% |
* | This discipline is managed by Natixis Asset Management Advisors, L.P. (“Natixis Advisors”) through its division Active Investment Advisors (“Active”). |
|
23 |
|
24 |
|
|
Highest Quarterly Return:
Second Quarter 2009, 18.28% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -18.23% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years |
Life of
Fund (11/17/05) |
Natixis Income Diversified Portfolio
Class A – Return Before Taxes |
11.53% | 4.30% | 4.42% |
Return After Taxes on Distributions | 10.42% | 2.90% | 3.02% |
Return After Taxes on Distributions and Sale of Fund Shares | 7.61% | 2.89% | 3.00% |
Class C – Return Before Taxes | 14.90% | 4.46% | 4.58% |
Barclays Capital Aggregate Bond Index (Calculated from December 1, 2005) | 6.54% | 5.80% | 5.90% |
Blended Index (Calculated from December 1, 2005) | 14.53% | 5.12% | 5.13% |
|
25 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $10,000 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $10,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $10,000 | $100 |
Coverdell Education Savings Accounts | $10,000 | $100 |
|
26 |
Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 0.80% | 0.80% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses (estimated for the current fiscal year) | 0.55% | 0.55% |
Total annual fund operating expenses | 1.60% | 2.35% |
Fee waiver and/or expense reimbursement /1 / | 0.20% | 0.20% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.40% | 2.15% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $709 | $318 | $218 |
3 years | $1,032 | $714 | $714 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.40% and 2.15% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.40% and 2.15% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
27 |
|
28 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
29 |
Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 0.85% | 0.85% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses (estimated for the current fiscal year) | 0.47% | 0.47% |
Total annual fund operating expenses | 1.57% | 2.32% |
Fee waiver and/or expense reimbursement /1 / | 0.12% | 0.12% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.45% | 2.20% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $714 | $323 | $223 |
3 years | $1,031 | $713 | $713 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.45% and 2.20% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.45% and 2.20% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
30 |
|
31 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
32 |
Annual Fund Operating Expenses 1 (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class B | Class C |
Management fees | 0.80% | 0.80% | 0.80% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% | 1.00% |
Other expenses | 0.35% | 0.35% | 0.35% |
Acquired fund fees and expenses | 0.04% | 0.04% | 0.04% |
Total annual fund operating expenses | 1.44% | 2.19% | 2.19% |
Fee waiver and/or expense reimbursement 2* | 0.10% | 0.10% | 0.10% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement * | 1.34% | 2.09% | 2.09% |
1 | The Fund’s operating expenses have been restated to reflect a reduction in management fees, effective as of June 1, 2011, as if such reduction had been in effect during the fiscal year ended December 31, 2010. The information has been restated to better reflect anticipated expenses of the Fund. |
2 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.30%, 2.05% and 2.05% of the Fund’s average daily net assets for Class A, Class B and Class C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses,organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by |
|
33 |
class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.30%, 2.05% and 2.05% of the Fund’s average daily net assets for Class A, Class B and Class C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. | |
* | The Fund’s fee waiver and/or expense reimbursement and total annual fund operating expenses after fee waiver and/or reimbursement have been restated to reflect current expense cap arrangements. |
|
34 |
|
35 |
|
|
Highest Quarterly Return:
Third Quarter 2009, 17.80% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -24.20% |
|
36 |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
Natixis U.S. Multi-Cap Equity Fund
Class A – Return Before Taxes |
14.90% | 3.96% | 3.39% |
Return After Taxes on Distributions | 14.87% | 3.86% | 3.34% |
Return After Taxes on Distributions & Sales of Fund Shares | 9.72% | 3.40% | 2.94% |
Class B – Return Before Taxes | 16.01% | 4.08% | 3.22% |
Class C – Return Before Taxes | 20.00% | 4.41% | 3.22% |
S&P 500 Index | 15.06% | 2.29% | 1.41% |
Wilshire 4500 Index | 28.43% | 5.44% | 6.14% |
S&P MidCap 400 Index | 26.64% | 5.74% | 7.16% |
|
37 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
38 |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class B | Class C |
Management fees | 0.90% | 0.90% | 0.90% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% | 1.00% |
Other expenses | 0.26% | 0.26% | 0.26% |
Acquired fund fees and expenses | 0.02% | 0.02% | 0.02% |
Total annual fund operating expenses | 1.43% | 2.18% | 2.18% |
Fee waiver and/or expense reimbursement /1 / | 0.00% | 0.00% | 0.00% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.43% | 2.18% | 2.18% |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.45%, 2.20% and 2.20% of the Fund’s average daily net assets for Class A, Class B and Class C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.45%, 2.20% and 2.20% of the Fund’s average daily net assets for Class A, Class B and Class C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
39 |
|
40 |
|
|
Highest Quarterly Return:
Second Quarter 2003, 25.38% |
|
Lowest Quarterly Return:
Third Quarter 2001, -26.44% |
|
41 |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
Vaughan Nelson Small Cap Value Fund
Class A – Return Before Taxes |
16.57% | 8.08% | 4.68% |
Return After Taxes on Distributions | 11.77% | 7.16% | 4.23% |
Return After Taxes on Distributions & Sales of Fund Shares | 13.25% | 6.68% | 3.93% |
Class B – Return Before Taxes | 17.87% | 8.27% | 4.52% |
Class C – Return Before Taxes | 21.80% | 8.56% | 4.52% |
Russell 2000 Value Index | 24.50% | 3.52% | 8.42% |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
42 |
|
43 |
Shareholder Fees (fees paid directly from your investment) | Class A | Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | 5.75% | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None | 1.00% |
Redemption fees | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 0.80% | 0.80% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses | 0.64% | 0.66% |
Acquired fund fees and expenses | 0.02% | 0.02% |
Total annual fund operating expenses | 1.71% | 2.48% |
Fee waiver and/or expense reimbursement /1 / | 0.29% | 0.31% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.42% | 2.17% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $711 | $320 | $220 |
3 years | $1,056 | $743 | $743 |
5 years | $1,424 | $1,293 | $1,293 |
10 years | $2,456 | $2,793 | $2,793 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.40% and 2.15% of the Fund’s average daily net assets for Class A and Class C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.40% and 2.15% of the Fund’s average daily net assets for Class A and Class C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
44 |
|
45 |
|
|
Highest Quarterly Return:
Third Quarter 2009, 21.30% |
|
Lowest Quarterly Return:
Second Quarter 2010, -11.94% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year |
Life of
Fund (10/31/08) |
Vaughan Nelson Value Opportunity Fund
Class A – Return Before Taxes |
12.76% | 17.62% |
Return After Taxes on Distributions | 12.65% | 17.40% |
Return After Taxes on Distributions and Sale of Fund Shares | 8.44% | 15.09% |
Class C – Return Before Taxes | 17.85% | 20.01% |
Russell Midcap Value Index | 24.75% | 23.44% |
|
46 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
47 |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class A | Class C |
Management fees | 0.60% | 0.60% |
Distribution and/or service (12b-1) fees | 0.25% | 1.00% |
Other expenses (estimated for the current fiscal year) | 1.38% | 1.38% |
Total annual fund operating expenses | 2.23% | 2.98% |
Fee waiver and/or expense reimbursement /1 / | 1.03% | 1.03% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.20% | 1.95% |
Class A | Class C |
If shares are
redeemed |
If shares are
not redeemed |
1 year | $690 | $298 | $198 |
3 years | $1,139 | $825 | $825 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.20% and 1.95% of the Fund’s average daily net assets for Class A and C shares, respectively, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.20% and 1.95% of the Fund’s average daily net assets for Class A and C shares, respectively. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
48 |
|
49 |
Type of Account |
Minimum Initial
Purchase |
Minimum
Subsequent Purchase |
Any account other than those listed below | $2,500 | $100 |
For shareholders participating in Natixis Funds’ Investment Builder Program | $1,000 | $50 |
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary) | $1,000 | $100 |
Coverdell Education Savings Accounts | $500 | $100 |
|
50 |
|
51 |
|
52 |
|
53 |
|
54 |
|
55 |
|
56 |
|
57 |
|
58 |
|
59 |
|
60 |
|
61 |
|
62 |
Adviser/Subadviser and
Investment Discipline |
Focus of Discipline |
Target
Allocation |
Minimum
Allocation |
Maximum
Allocation |
AEW Diversified REIT | U.S. Equity Real Estate Investment Trusts (“REITs”) | 25.00% | 20.00% | 30.00% |
Active Dividend Equity * | Dividend-paying common stocks of U.S. issuers | 20.00% | 15.00% | 25.00% |
Loomis Sayles Inflation Protected Securities | Inflation protected securities, with an emphasis on U.S. Treasury Inflation Protected Securities (“TIPS”) | 15.00% | 10.00% | 20.00% |
Loomis Sayles Multi-Sector Bond | Investment grade fixed- income securities | 40.00% | 30.00% | 50.00% |
* | This discipline is managed by Natixis Advisors through its division, Active Investment Advisors (“Active”). |
|
63 |
|
64 |
|
65 |
|
66 |
|
67 |
|
68 |
|
69 |
|
70 |
|
71 |
|
72 |
|
73 |
|
74 |
|
75 |
|
76 |
|
77 |
|
78 |
|
79 |
|
80 |
|
81 |
|
82 |
|
83 |
|
84 |
|
85 |
|
86 |
|
87 |
|
88 |
|
89 |
* | For purchases of Class A shares of the Fund of $1 million or more, there is no front-end sales charge, but a CDSC of 1.00% may apply to redemptions of your shares within one year of the date of purchase. See the section “How the CDSC is Applied to Your Shares.” |
** | Not imposed on shares that are purchased with reinvested dividends or other distributions. |
|
90 |
|
91 |
Class B Contingent Deferred Sales Charges | |
Year Since Purchase | CDSC on Shares Being Sold |
1st | 5.00% |
2nd | 4.00% |
3rd | 3.00% |
4th | 3.00% |
5th | 2.00% |
6th | 1.00% |
Thereafter | 0.00% |
Class C Contingent Deferred Sales Charges | |
Year Since Purchase | CDSC on Shares Being Sold |
1st | 1.00% |
Thereafter | 0.00% |
|
92 |
|
93 |
|
94 |
|
95 |
Through Your Investment Dealer | • Call your investment dealer for information. Dealers may also charge you a processing or service fee in connection with the redemption of Fund shares. |
By Mail |
•
Write a letter to
request a redemption. Specify the name of your Fund, class of shares, account number, the exact registered account name(s), the number of shares or the dollar amount to be redeemed and the method by which you wish to receive your proceeds.
Additional materials may be required. See the section “Selling Shares in Writing.”
• The request must be signed by all of the owners of the shares and must include the capacity in which they are signing, if appropriate. • Mail your request by regular mail to Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579 or by registered, express or certified mail to Natixis Funds, 330 West 9th Street, Kansas City, MO 64105-1514 . • Proceeds (less any applicable CDSC) will be delivered by the method chosen in your letter. Proceeds delivered by mail will generally be mailed to you within three business days after the request is received in good order, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Exchange
(See the section “Exchanging Shares” for more details.) |
• Obtain a current prospectus for the fund into which you are exchanging by calling your investment dealer or Natixis Funds at 800-225-5478 or visit ga.natixis.com. • Call Natixis Funds or visit ga.natixis.com to request an exchange. |
By Wire |
•
Complete the
“Bank Information” section on your account application.
• Call Natixis Funds at 800-225-5478, visit ga.natixis.com or indicate in your redemption request letter (see above) that you wish to have your proceeds wired to your bank. • Proceeds (less any applicable CDSC) will generally be wired on the next business day, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” A wire fee will be deducted from the proceeds. Your bank may charge you a fee to receive the wire. If you have not signed up for banking information on your application, please call Natixis Funds at 800-225-5478 or visit ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required. |
Through ACH |
•
Ask your bank or credit
union whether it is a member of the ACH system.
• Complete the “Bank Information” section on your account application. • If you have not signed up for the ACH system on your application, please call Natixis Funds at 800-225-5478 or visit ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required. • Call Natixis Funds or visit ga.natixis.com to request an ACH redemption or indicate in your redemption letter that you wish to have your proceeds sent to your bank through ACH. • Proceeds (less any applicable CDSC) will generally arrive at your bank within three business days, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Telephone | • Call Natixis Funds at 800-225-5478 to choose the method you wish to use to redeem your shares. You may receive your proceeds (less any applicable CDSC) by mail, by wire or through ACH (see above), subject to certain restrictions. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Systematic Withdrawal Plan (See the section “Additional Investor Services” for more details.) |
•
Call Natixis Funds at
800-225-5478 or your financial representative for more information.
•
Because withdrawal payments may have tax consequences, you should consult your tax adviser before establishing such a plan. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
|
96 |
|
97 |
|
98 |
Restriction | Situation |
Each Fund may suspend the right of redemption or postpone payment for more than 7 days: |
•
When the New York Stock Exchange
(the “NYSE”) is closed (other than a weekend/holiday) as permitted by the SEC.
• During an emergency as permitted by the SEC. • During any other period permitted by the SEC. |
Each Fund reserves the right to suspend account services or refuse transaction requests: |
•
With a notice of a dispute between
registered owners or death of a registered owner.
• With suspicion/evidence of a fraudulent act. |
Each Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities in lieu of cash or may take up to 7 days to pay a redemption request in order to raise capital: | • When it is detrimental for a Fund to make cash payments as determined in the sole discretion of the adviser or subadviser. |
Each Fund may withhold redemption proceeds for 10 days from the purchase date: | • When redemptions are made within 10 calendar days of purchase by check or ACH to allow the check or ACH transaction to clear. |
Net Asset Value = |
Total market value of securities + Cash and other assets – Liabilities
Number of outstanding shares |
1 | Please see the section “Buying Shares,” which provides additional information regarding who can receive a purchase order. |
|
99 |
Dividend Payment Schedule | ||
Annually | Quarterly | Monthly |
Absolute Asia Dynamic Equity Fund | AEW Real Estate Fund | Natixis Income Diversified Portfolio |
CGM Advisor Targeted Equity Fund | ||
Hansberger International Fund | ||
Harris Associates Large Cap Value Fund | ||
Natixis Oakmark Global Fund | ||
Natixis Oakmark International Fund | ||
Natixis U.S. Multi-Cap Equity Fund | ||
Vaughan Nelson Small Cap Value Fund | ||
Vaughan Nelson Value Opportunity Fund | ||
Westpeak ActiveBeta ® Equity Fund |
|
100 |
|
101 |
|
102 |
|
103 |
(a) | Per share net investment (loss) has been calculated using the average shares outstanding during the period. |
(b) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(d) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | For the period February 26, 2010 (inception) through December 31, 2010. |
|
104 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | A sales charge for Class A shares and a contingent deferred sales charge for Class B and Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(d) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | Includes fee/expense recovery of 0.01% for Class A, B and C. |
(g) | Includes fee/expense recovery of 0.04% for Class A, B and C. |
|
105 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
||||||
Net asset
value, beginning of the period |
Net
investment income (loss) (a)(b) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income (b) |
Distributions
from net realized capital gains |
Total
distributions (b) |
Redemption
fees (b) |
Net asset value, end of the period |
Total
return(%) (c)(d) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (e)(f) |
Gross
expenses(%) (f) |
Net
investment income (loss)(%) (f) |
Portfolio
turnover rate(%) |
CGM ADVISOR TARGETED EQUITY FUND | ||||||||
Class A | ||||||||
12/31/2010 | $9.54 | $0.05 (g) | $1.58 | $1.63 | $(0.05) | $— | $(0.05) | $— | $11.12 | 17.14 | $753,518 | 1.16 | 1.16 | 0.52 (g) | 146 |
12/31/2009 | 7.66 | 0.05 | 1.88 | 1.93 | (0.05) | — | (0.05) | — | 9.54 | 25.19 | 693,386 | 1.19 | 1.19 | 0.69 | 170 |
12/31/2008 | 13.01 | 0.09 | (4.94) | (4.85) | (0.06) | (0.44) | (0.50) | 0.00 (h) | 7.66 | (38.36) | 796,146 | 1.10 | 1.10 | 0.83 | 211 |
12/31/2007 | 10.70 | 0.05 | 3.54 | 3.59 | (0.13) | (1.15) | (1.28) | 0.00 | 13.01 | 34.42 | 826,867 | 1.17 | 1.17 | 0.45 | 179 |
12/31/2006 | 10.22 | 0.08 | 0.78 | 0.86 | (0.07) | (0.31) | (0.38) | 0.00 | 10.70 | 8.52 | 679,897 | 1.16 | 1.16 | 0.76 | 171 |
Class B | ||||||||
12/31/2010 | 8.61 | (0.02) (g) | 1.42 | 1.40 | (0.00) | — | (0.00) | — | 10.01 | 16.26 | 9,934 | 1.91 | 1.91 | (0.28) (g) | 146 |
12/31/2009 | 6.92 | (0.01) | 1.70 | 1.69 | — | — | — | — | 8.61 | 24.42 | 12,401 | 1.94 | 1.94 | (0.11) | 170 |
12/31/2008 | 11.81 | (0.00) | (4.45) | (4.45) | (0.00) | (0.44) | (0.44) | 0.00 (h) | 6.92 | (38.90) | 13,971 | 1.85 | 1.85 | (0.03) | 211 |
12/31/2007 | 9.84 | (0.04) | 3.24 | 3.20 | (0.08) | (1.15) | (1.23) | 0.00 | 11.81 | 33.41 | 32,297 | 1.92 | 1.92 | (0.34) | 179 |
12/31/2006 | 9.48 | 0.00 | 0.74 | 0.74 | (0.07) | (0.31) | (0.38) | 0.00 | 9.84 | 7.83 | 43,032 | 1.91 | 1.91 | 0.02 | 171 |
Class C | ||||||||
12/31/2010 | 8.57 | (0.02) (g) | 1.41 | 1.39 | (0.00) | — | (0.00) | — | 9.96 | 16.22 | 81,291 | 1.91 | 1.91 | (0.23) (g) | 146 |
12/31/2009 | 6.89 | (0.01) | 1.69 | 1.68 | (0.00) | — | (0.00) | — | 8.57 | 24.42 | 75,098 | 1.95 | 1.95 | (0.14) | 170 |
12/31/2008 | 11.79 | 0.02 | (4.46) | (4.44) | (0.02) | (0.44) | (0.46) | 0.00 (h) | 6.89 | (38.85) | 59,544 | 1.85 | 1.85 | 0.17 | 211 |
12/31/2007 | 9.84 | (0.03) | 3.22 | 3.19 | (0.09) | (1.15) | (1.24) | 0.00 | 11.79 | 33.47 | 19,753 | 1.93 | 1.93 | (0.24) | 179 |
12/31/2006 | 9.48 | 0.00 | 0.74 | 0.74 | (0.07) | (0.31) | (0.38) | 0.00 | 9.84 | 7.72 | 8,688 | 1.90 | 1.90 | 0.04 | 171 |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(d) | A sales charge for Class A shares and a contingent deferred sales charge for Class B and Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(e) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | Includes a non-recurring dividend. Without this dividend net investment income (loss) per share would have been $0.02, $(0.05) and $(0.05) for Class A, Class B and Class C Shares, respectively, and the ratio of net investment income (loss) to average net assets would have been 0.23%, (0.53)% and (0.52)% for Class A, Class B and Class C Shares, respectively. |
(h) | Effective June 2, 2008, redemption fees were eliminated. |
|
106 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
|||||||
Net asset
value, beginning of the period |
Net
investment income (loss) (a)(b) |
Net realized
and unrealized gain (loss) |
Total
from investment operations |
Dividends
from net investment income |
Distributions
from net realized capital gains |
Distributions
from paid-in capital |
Total
distributions |
Increase
from regulatory settlements |
Redemption
fees (b) |
Net asset value, end of the period |
Total
return(%) (c)(d) |
Net assets,
end of the period (000’s) |
Net
expenses (%) (e)(f) |
Gross
expenses(%) (f) |
Net
investment income (loss)(%) (f) |
Portfolio
turnover rate(%) |
HANSBERGER INTERNATIONAL FUND | |||||||||
Class A | |||||||||
12/31/2010 | $15.84 | $0.09 | $1.28 | $1.37 | $(0.14) | $— | $— | $(0.14) | $0.01 | $— | $17.08 | 8.70 | $78,367 | 1.67 | 1.67 | 0.57 | 39 |
12/31/2009 | 10.88 | 0.09 | 4.79 | 4.88 | (0.01) | — | — | (0.01) | 0.09 | — | 15.84 | 45.82 | 83,183 | 1.69 | 1.69 | 0.71 | 46 |
12/31/2008 | 22.17 | 0.26 | (10.63) | (10.37) | (0.15) | (0.68) | (0.09) | (0.92) | — | 0.00 (g) | 10.88 | (47.63) | 60,091 | 1.49 | 1.49 | 1.48 | 47 |
12/31/2007 | 21.50 | 0.18 | 3.29 | 3.47 | (0.40) | (2.40) | — | (2.80) | — | 0.00 | 22.17 | 16.38 | 128,224 | 1.45 | 1.45 | 0.79 | 47 |
12/31/2006 | 19.88 | 0.16 | 4.51 | 4.67 | (0.35) | (2.70) | — | (3.05) | — | 0.00 | 21.50 | 24.08 | 112,814 | 1.49 | 1.49 | 0.75 | 49 |
Class B | |||||||||
12/31/2010 | 14.12 | (0.02) | 1.13 | 1.11 | (0.04) | — | — | (0.04) | 0.01 | — | 15.20 | 7.93 | 6,347 | 2.42 | 2.42 | (0.17) | 39 |
12/31/2009 | 9.76 | 0.00 | 4.27 | 4.27 | — | — | — | — | 0.09 | — | 14.12 | 44.67 | 9,157 | 2.44 | 2.44 | 0.01 | 46 |
12/31/2008 | 19.88 | 0.12 | (9.48) | (9.36) | (0.03) | (0.68) | (0.05) | (0.76) | — | 0.00 (g) | 9.76 | (48.03) | 9,328 | 2.23 | 2.23 | 0.72 | 47 |
12/31/2007 | 19.51 | 0.01 | 2.98 | 2.99 | (0.22) | (2.40) | — | (2.62) | — | 0.00 | 19.88 | 15.63 | 29,770 | 2.20 | 2.20 | 0.06 | 47 |
12/31/2006 | 18.27 | 0.01 | 4.11 | 4.12 | (0.18) | (2.70) | — | (2.88) | — | 0.00 | 19.51 | 23.15 | 33,016 | 2.25 | 2.25 | 0.03 | 49 |
Class C | |||||||||
12/31/2010 | 14.03 | (0.02) | 1.12 | 1.10 | (0.04) | — | — | (0.04) | 0.01 | — | 15.10 | 7.91 | 13,078 | 2.42 | 2.42 | (0.17) | 39 |
12/31/2009 | 9.70 | (0.00) | 4.24 | 4.24 | — | — | — | — | 0.09 | — | 14.03 | 44.64 | 13,956 | 2.44 | 2.44 | (0.03) | 46 |
12/31/2008 | 19.81 | 0.11 | (9.43) | (9.32) | (0.03) | (0.68) | (0.08) | (0.79) | — | 0.00 (g) | 9.70 | (48.00) | 11,010 | 2.24 | 2.24 | 0.73 | 47 |
12/31/2007 | 19.48 | 0.01 | 2.97 | 2.98 | (0.25) | (2.40) | — | (2.65) | — | 0.00 | 19.81 | 15.54 | 26,414 | 2.20 | 2.20 | 0.04 | 47 |
12/31/2006 | 18.28 | 0.00 | 4.11 | 4.11 | (0.21) | (2.70) | — | (2.91) | — | 0.00 | 19.48 | 23.14 | 23,541 | 2.25 | 2.25 | 0.01 | 49 |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class B and Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(e) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | Effective June 2, 2008, redemption fees were eliminated. |
|
107 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
||||||||||||
Net asset
value, beginning of the period |
Net
investment income (loss) (a) |
Net realized
and unrealized gain (loss) |
Total
from investment operations |
Dividends
from net investment income |
Total
distributions |
Increase
from regulatory settlements (b) |
Net asset
value, end of the period |
Total
return(%) (c)(d) |
Net assets,
end of the period (000’s) |
Net
expenses (%) (e)(f) |
Gross
expenses(%) (f) |
Net
investment income (loss)(%) (f) |
Portfolio
turnover rate(%) |
|
HARRIS ASSOCIATES LARGE CAP VALUE FUND | ||||||||||||||
Class A | ||||||||||||||
12/31/2010 | $12.58 | $0.05 | $1.60 | $1.65 | $(0.06) | $(0.06) | $— | $14.17 | 13.08 | $118,938 | 1.30 | 1.39 | 0.36 | 32 |
12/31/2009 | 8.77 | 0.05 (g) | 3.81 | 3.86 | (0.05) | (0.05) | 0.00 | 12.58 | 44.03 | 113,309 | 1.30 | 1.50 | 0.53 | 131 |
12/31/2008 | 14.97 | 0.13 | (6.20) | (6.07) | (0.13) | (0.13) | — | 8.77 | (40.45) | 85,761 | 1.28 | 1.28 | 1.04 | 38 |
12/31/2007 | 15.49 | 0.05 | (0.48) (h) | (0.43) | (0.09) | (0.09) | — | 14.97 | (2.94) | 172,468 | 1.28 (i)(j) | 1.28 (i) | 0.35 | 30 |
12/31/2006 | 13.33 | 0.06 | 2.13 | 2.19 | (0.03) | (0.03) | — | 15.49 | 16.50 | 195,714 | 1.30 | 1.30 | 0.44 | 23 |
Class B | ||||||||||||||
12/31/2010 | 11.65 | (0.05) | 1.48 | 1.43 | (0.01) | (0.01) | — | 13.07 | 12.31 | 5,614 | 2.05 | 2.13 | (0.40) | 32 |
12/31/2009 | 8.16 | (0.02) (g) | 3.52 | 3.50 | (0.01) | (0.01) | 0.00 | 11.65 | 42.88 | 7,864 | 2.05 | 2.25 | (0.22) | 131 |
12/31/2008 | 13.84 | 0.03 | (5.70) | (5.67) | (0.01) | (0.01) | — | 8.16 | (40.87) | 8,191 | 2.03 | 2.04 | 0.25 | 38 |
12/31/2007 | 14.39 | (0.06) | (0.45) (h) | (0.51) | (0.04) | (0.04) | — | 13.84 | (3.68) | 23,916 | 2.04 (i)(j) | 2.04 (i) | (0.44) | 30 |
12/31/2006 | 12.48 | (0.04) | 1.98 | 1.94 | (0.03) | (0.03) | — | 14.39 | 15.61 | 42,894 | 2.05 | 2.07 | (0.33) | 23 |
Class C | ||||||||||||||
12/31/2010 | 11.61 | (0.05) | 1.47 | 1.42 | (0.01) | (0.01) | — | 13.02 | 12.26 | 7,399 | 2.05 | 2.14 | (0.39) | 32 |
12/31/2009 | 8.13 | (0.02) (g) | 3.51 | 3.49 | (0.01) | (0.01) | 0.00 | 11.61 | 42.91 | 7,208 | 2.05 | 2.25 | (0.22) | 131 |
12/31/2008 | 13.82 | 0.03 | (5.69) | (5.66) | (0.03) | (0.03) | — | 8.13 | (40.90) | 6,222 | 2.03 | 2.03 | 0.26 | 38 |
12/31/2007 | 14.37 | (0.06) | (0.45) (h) | (0.51) | (0.04) | (0.04) | — | 13.82 | (3.69) | 15,616 | 2.04 (i)(j) | 2.04 (i) | (0.41) | 30 |
12/31/2006 | 12.46 | (0.04) | 1.98 | 1.94 | (0.03) | (0.03) | — | 14.37 | 15.64 | 18,089 | 2.05 | 2.06 | (0.32) | 23 |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class B and Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(e) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | Includes a non-recurring dividend of $0.01 per share. |
(h) | Includes a litigation payment of $0.02 per share. |
(i) | Includes fee/expense recovery of 0.00%, 0.02% and 0.01% for Class A, B and C, respectively. |
(j) | Effect of voluntary waiver of expenses by adviser was less than 0.005%. |
|
108 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
||||||
Net asset
value, beginning of the period |
Net
investment income (a) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income |
Distributions
from net realized capital gains |
Total
distributions |
Net asset value, end of the period |
Total
return(%) (b)(c) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (d)(e) |
Gross
expenses(%) (e) |
Net
investment income(%) (e) |
Portfolio
turnover rate(%) |
NATIXIS INCOME DIVERSIFIED PORTFOLIO | ||||||||
Class A | ||||||||
12/31/2010 | $9.22 | $0.34 | $1.18 | $1.52 | $(0.33) | $— | $(0.33) | $10.41 | 16.73 | $35,787 | 1.19 | 1.19 | 3.51 | 28 |
12/31/2009 | 7.18 | 0.36 | 1.97 | 2.33 | (0.29) | — | (0.29) | 9.22 | 33.32 | 33,796 | 1.21 | 1.21 | 4.67 | 22 |
12/31/2008 | 10.26 | 0.47 | (2.96) | (2.49) | (0.49) | (0.10) | (0.59) | 7.18 | (25.26) | 31,709 | 1.09 | 1.10 | 5.10 | 23 |
12/31/2007 | 11.15 | 0.41 | (0.71) | (0.30) | (0.45) | (0.14) | (0.59) | 10.26 | (2.80) | 54,733 | 1.08 (f) | 1.09 (f) | 3.76 | 50 |
12/31/2006 | 10.07 | 0.29 | 1.12 | 1.41 | (0.32) | (0.01) | (0.33) | 11.15 | 14.24 | 37,117 | 1.25 | 1.30 | 2.72 | 52 |
Class C | ||||||||
12/31/2010 | 9.20 | 0.27 | 1.17 | 1.44 | (0.25) | — | (0.25) | 10.39 | 15.90 | 27,355 | 1.94 | 1.94 | 2.76 | 28 |
12/31/2009 | 7.17 | 0.30 | 1.97 | 2.27 | (0.24) | — | (0.24) | 9.20 | 32.24 | 25,301 | 1.96 | 1.96 | 3.90 | 22 |
12/31/2008 | 10.24 | 0.40 | (2.95) | (2.55) | (0.42) | (0.10) | (0.52) | 7.17 | (25.78) | 30,336 | 1.84 | 1.84 | 4.30 | 23 |
12/31/2007 | 11.12 | 0.33 | (0.70) | (0.37) | (0.37) | (0.14) | (0.51) | 10.24 | (3.52) | 70,179 | 1.83 (f) | 1.84 (f) | 3.00 | 50 |
12/31/2006 | 10.07 | 0.22 | 1.09 | 1.31 | (0.25) | (0.01) | (0.26) | 11.12 | 13.33 | 49,027 | 2.00 | 2.05 | 2.02 | 52 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(d) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Portfolio’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | Includes fee/expense recovery of 0.01%. |
|
109 |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total return would have been lower. |
(d) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(e) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | For the period December 15, 2010 (inception) through December 31, 2010. |
(h) | Amount rounds to less than 1%. |
|
110 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to average net
assets:
|
||||||
Net asset
value, beginning of the period |
Net
investment income (loss) (a)(b) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income (b) |
Distributions
from net realized capital gains |
Total
distributions (b) |
Net asset value, end of the period |
Total
return(%) (c)(d) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (e)(f) |
Gross
expenses(%) (f) |
Net
investment income (loss)(%) (f) |
Portfolio
turnover rate(%) |
NATIXIS OAKMARK INTERNATIONAL FUND | ||||||||
Class A | ||||||||
12/31/2010 (g) | $10.00 | $0.00 | $0.16 | $0.16 | $(0.00) | $— | $(0.00) | $10.16 | 1.62 | $5,487 | 1.45 | 22.77 | 0.23 | 0 (h) |
Class C | ||||||||
12/31/2010 (g) | 10.00 | (0.00) | 0.15 | 0.15 | (0.00) | — | (0.00) | 10.15 | 1.52 | 700 | 2.20 | 25.08 | (0.08) | 0 (h) |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total return would have been lower. |
(d) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(e) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | For the period December 15, 2010 (inception) through December 31, 2010. |
(h) | Amount rounds to less than 1%. |
|
111 |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(d) | A sales charge for Class A shares and a contingent deferred sales charge for Class B and Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(g) | Includes non-recurring dividends. Without this dividend net investment income loss per share would have been $(0.04), $(0.18), and (0.18) for Class A, Class B and Class C Shares, respectively, and the ratio of net investment loss to average net assets would have been (0.19)%, (0.98)% and (0.94)% for Class A, Class B and Class C Shares, respectively. |
(h) | Includes a non-recurring dividend of $0.02 per share. |
|
112 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
||||||
Net asset
value, beginning of the period |
Net
investment income (loss) (a) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income |
Distributions
from net realized capital gains |
Total
distributions |
Increase
from regulatory settlements |
Redemption
fees (b) |
Net asset value, end of the period |
Total
return(%) (c)(d) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (e)(f) |
Gross
expenses(%) (f) |
Net
investment income (loss)(%) (f) |
Portfolio
turnover rate(%) |
VAUGHAN NELSON SMALL CAP VALUE FUND | ||||||||
Class A | ||||||||
12/31/2010 | $22.31 | $(0.01) | $5.27 | $5.26 | $— | $(4.90) | $(4.90) | $0.02 | $— | $22.69 | 23.67 | $267,192 | 1.41 | 1.41 | (0.03) | 80 |
12/31/2009 | 17.42 | 0.05 (g) | 4.88 | 4.93 | (0.04) | — | (0.04) | — | — | 22.31 | 28.30 | 322,961 | 1.45 | 1.49 | 0.27 | 102 |
12/31/2008 | 22.11 | 0.03 | (4.69) | (4.66) | — | (0.03) | (0.03) | — | 0.00 (h) | 17.42 | (21.11) | 171,875 | 1.45 | 1.51 | 0.13 | 124 |
12/31/2007 | 20.90 | (0.02) | 1.23 | 1.21 | — | — | — | — | 0.00 | 22.11 | 5.84 | 103,719 | 1.49 | 1.57 | (0.11) | 78 |
12/31/2006 | 17.69 | (0.05) | 3.26 | 3.21 | — | — | — | — | 0.00 | 20.90 | 18.09 | 85,285 | 1.59 | 1.59 | (0.28) | 88 |
Class B | ||||||||
12/31/2010 | 20.06 | (0.17) | 4.72 | 4.55 | — | (4.90) | (4.90) | 0.02 | — | 19.73 | 22.78 | 7,996 | 2.16 | 2.16 | (0.78) | 80 |
12/31/2009 | 15.76 | (0.09) (g) | 4.39 | 4.30 | — | — | — | — | — | 20.06 | 27.28 | 10,630 | 2.20 | 2.24 | (0.56) | 102 |
12/31/2008 | 20.15 | (0.14) | (4.22) | (4.36) | — | (0.03) | (0.03) | — | 0.00 (h) | 15.76 | (21.67) | 11,788 | 2.20 | 2.26 | (0.78) | 124 |
12/31/2007 | 19.19 | (0.17) | 1.13 | 0.96 | — | — | — | — | 0.00 | 20.15 | 5.06 | 25,076 | 2.24 | 2.31 | (0.84) | 78 |
12/31/2006 | 16.36 | (0.20) | 3.03 | 2.83 | — | — | — | — | 0.00 | 19.19 | 17.24 | 32,606 | 2.37 | 2.37 | (1.10) | 88 |
Class C | ||||||||
12/31/2010 | 20.07 | (0.16) | 4.71 | 4.55 | — | (4.90) | (4.90) | 0.02 | — | 19.74 | 22.78 | 38,855 | 2.16 | 2.16 | (0.76) | 80 |
12/31/2009 | 15.76 | (0.08) (g) | 4.39 | 4.31 | — | — | — | — | — | 20.07 | 27.35 | 39,238 | 2.20 | 2.24 | (0.48) | 102 |
12/31/2008 | 20.16 | (0.13) | (4.24) | (4.37) | — | (0.03) | (0.03) | — | 0.00 (h) | 15.76 | (21.71) | 21,861 | 2.20 | 2.26 | (0.68) | 124 |
12/31/2007 | 19.19 | (0.17) | 1.14 | 0.97 | — | — | — | — | 0.00 | 20.16 | 5.05 | 21,765 | 2.24 | 2.32 | (0.85) | 78 |
12/31/2006 | 16.37 | (0.19) | 3.01 | 2.82 | — | — | — | — | 0.00 | 19.19 | 17.23 | 18,186 | 2.35 | 2.35 | (1.04) | 88 |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class B and Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(e) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | Includes a non-recurring dividend of $0.03 per share. |
(h) | Effective June 2, 2008, redemption fees were eliminated. |
|
113 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
||||||||||||
Net asset
value, beginning of the period |
Net
investment income (loss) (a) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income (b) |
Distributions
from net realized capital gains |
Distributions
from paid-in capital |
Total
distributions |
Net asset value, end of the period |
Total
return(%) (c)(d) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (e)(f) |
Gross
expenses(%) (f) |
Net
investment income (loss)(%) (f) |
Portfolio
turnover rate(%) |
VAUGHAN NELSON VALUE OPPORTUNITY FUND | ||||||||||||||
Class A | ||||||||||||||
12/31/2010 | $12.46 | $0.08 (g) | $2.36 | $2.44 | $(0.07) | $(0.02) | $(0.06) | $(0.15) | $14.75 | 19.64 | $11,268 | 1.40 | 1.69 | 0.62 (g) | 143 |
12/31/2009 | 9.60 | 0.09 | 2.88 | 2.97 | (0.04) | (0.07) | — | (0.11) | 12.46 | 30.98 | 3,645 | 1.40 | 5.24 | 0.79 | 45 |
12/31/2008 (h) | 10.00 | 0.03 | (0.41) | (0.38) | (0.02) | — | — | (0.02) | 9.60 | (3.75) | 16 | 1.40 | 39.61 | 1.92 | 12 |
Class C | ||||||||||||||
12/31/2010 | 12.39 | (0.03) (g) | 2.36 | 2.33 | (0.04) | (0.02) | (0.03) | (0.09) | 14.63 | 18.85 | 824 | 2.15 | 2.46 | (0.23) (g) | 143 |
12/31/2009 | 9.59 | (0.02) | 2.89 | 2.87 | (0.00) | (0.07) | — | (0.07) | 12.39 | 30.01 | 370 | 2.15 | 8.54 | (0.14) | 45 |
12/31/2008 (h) | 10.00 | 0.02 | (0.41) | (0.39) | (0.02) | — | — | (0.02) | 9.59 | (3.90) | 41 | 2.15 | 40.36 | 1.62 | 12 |
(a) | Per share net investment income (loss) has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(e) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(f) | Computed on an annualized basis for periods less than one year, if applicable. |
(g) | Includes non-recurring dividends. Without this dividend net investment income (loss) per share would have been $0.01 and $(0.09) for Class A and Class C Shares, respectively, and the ratio of net investment income (loss) to average net assets would have been 0.07% and (0.74)% for Class A and Class C Shares, respectively. |
(h) | For the period October 31, 2008 (inception) through December 31, 2008. |
|
114 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | Computed on an annualized basis for periods less than one year, if applicable. |
(e) |
(f) | For the period July 30, 2010 (inception) through December 31, 2010. |
|
115 |
|
117 |
|
118 |
|
Class Y |
Absolute Asia Dynamic Equity Fund
|
DEFYX |
AEW Real Estate Fund
|
NRFYX |
CGM Advisor Targeted Equity Fund
|
NEGYX |
Hansberger International Fund
|
Harris Associates Large Cap Value Fund
|
NEOYX |
Natixis U.S. Multi-Cap Equity Fund
(formerly named Natixis U.S. Diversified Portfolio) |
NESYX |
Vaughan Nelson Small Cap Value Fund
|
NEJYX |
Vaughan Nelson Value Opportunity Fund
|
VNVYX |
Westpeak ActiveBeta
®
Equity Fund
|
WABYX |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 1.00% |
Other expenses (restated to reflect current expenses) | 5.43% |
Total annual fund operating expenses | 6.43% |
Fee waiver and/or expense reimbursement /1 / | 4.93% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.50% |
Class Y |
1 year | $153 |
3 years | $1,465 |
5 years | $2,739 |
10 years | $5,770 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.50% of the Fund’s average daily net assets for Class Y shares, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.50% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
1 |
|
2 |
|
3 |
|
4 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.80% |
Other expenses | 0.36% |
Total annual fund operating expenses | 1.16% |
Fee waiver and/or expense reimbursement /1 / | 0.00% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.16% |
Class Y |
1 year | $118 |
3 years | $368 |
5 years | $638 |
10 years | $1,409 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.25% of the Fund’s average daily net assets for Class Y shares exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.25% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
5 |
|
6 |
|
|
Highest Quarterly Return:
Second Quarter 2009, 33.08% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -38.15% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
AEW Real Estate Fund
Class Y – Return Before Taxes |
27.82% | 3.03% | 11.10% |
Return After Taxes on Distributions | 27.27% | 1.66% | 9.35% |
Return After Taxes on Distributions & Sales of Fund Shares | 18.06% | 2.20% | 9.05% |
MSCI US REIT Index | 28.48% | 2.99% | 10.57% |
|
7 |
|
8 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.69% |
Other expenses | 0.22% |
Total annual fund operating expenses | 0.91% |
Class Y |
1 year | $93 |
3 years | $290 |
5 years | $504 |
10 years | $1,120 |
|
9 |
|
10 |
|
|
Highest Quarterly Return:
Fourth Quarter 2001, 17.87% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -24.19% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
CGM Advisor Targeted Equity Fund
Class Y – Return Before Taxes |
17.39% | 6.00% | 4.15% |
Return After Taxes on Distributions | 17.26% | 5.03% | 3.65% |
Return After Taxes on Distributions & Sales of Fund Shares | 11.47% | 4.81% | 3.41% |
S&P 500 Index | 15.06% | 2.29% | 1.41% |
|
11 |
|
12 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.80% |
Other expenses* | 0.63% |
Total annual fund operating expenses | 1.43% |
Class Y |
1 year | $146 |
3 years | $452 |
5 years | $782 |
10 years | $1,713 |
* | 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. |
|
13 |
|
14 |
|
|
Highest Quarterly Return:
Second Quarter 2009, 29.29% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -25.16% |
|
15 |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
Hansberger International Fund
Class A – Return Before Taxes |
2.43% | 2.48% | 4.66% |
Return After Taxes on Distributions | 2.47% | 1.37% | 4.05% |
Return After Taxes on Distributions & Sales of Fund Shares | 1.90% | 2.00% | 3.98% |
MSCI EAFE Index | 8.21% | 2.94% | 3.94% |
MSCI ACWI ex USA | 11.60% | 5.29% | 5.97% |
|
16 |
|
17 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.70% |
Other expenses | 0.44% |
Total annual fund operating expenses | 1.14% |
Fee waiver and/or expense reimbursement /1 / | 0.09% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.05% |
Class Y |
1 year | $107 |
3 years | $353 |
5 years | $619 |
10 years | $1,378 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.05% of the Fund’s average daily net assets for Class Y shares exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.05% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
18 |
|
19 |
|
|
Highest Quarterly Return:
Second Quarter 2009, 24.26% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -26.95% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
Harris Associates Large Cap Value Fund
Class Y – Return Before Taxes |
13.47% | 2.23% | 1.01% |
Return After Taxes on Distributions | 13.36% | 2.10% | 0.94% |
Return After Taxes on Distributions & Sales of Fund Shares | 8.89% | 1.89% | 0.85% |
Russell 1000 Value Index | 15.51% | 1.28% | 3.26% |
|
20 |
|
21 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses 1 (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.80% |
Other expenses | 0.34% |
Acquired fund fees and expenses | 0.04% |
Total annual fund operating expenses | 1.18% |
Fee waiver and/or expense reimbursement 2* | 0.09% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement * | 1.09% |
Class Y |
1 year | $111 |
3 years | $366 |
5 years | $640 |
10 years | $1,424 |
1 | The Fund’s operating expenses have been restated to reflect a reduction in management fees, effective as of June 1, 2011, as if such reduction had been in effect during the fiscal year ended December 31, 2010. The information has been restated to better reflect anticipated expenses of the Fund. |
2 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.05% of the Fund’s average daily net assets for Class Y shares exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.05% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
* | The Fund’s fee waiver and/or expense reimbursement and total annual fund operating expenses after fee waiver and/or reimbursement have been restated to reflect current expense cap arrangements. |
|
22 |
|
23 |
|
24 |
|
|
Highest Quarterly Return:
Third Quarter 2009, 17.90% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -24.12% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year | Past 5 Years | Past 10 Years |
Natixis U.S. Multi-Cap Equity Fund
Class Y – Return Before Taxes |
22.21% | 5.51% | 4.45% |
Return After Taxes on Distributions | 22.14% | 5.41% | 4.39% |
Return After Taxes on Distributions & Sales of Fund Shares | 14.52% | 4.75% | 3.88% |
S&P 500 Index | 15.06% | 2.29% | 1.41% |
Wilshire 4500 Index | 28.43% | 5.44% | 6.14% |
S&P MidCap 400 Index | 26.64% | 5.74% | 7.16% |
|
25 |
|
26 |
|
27 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.90% |
Other expenses | 0.26% |
Acquired fund fees and expenses | 0.02% |
Total annual fund operating expenses | 1.18% |
Fee waiver and/or expense reimbursement /1 / | 0.00% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.18% |
Class Y |
1 year | $120 |
3 years | $375 |
5 years | $649 |
10 years | $1,432 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.20% of the Fund’s average daily net assets for Class Y shares exclusive of brokerage expenses, interest expense, taxes, Acquired Fund Fees and Expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.20% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
28 |
|
29 |
|
|
Highest Quarterly Return:
Third Quarter 2009, 18.63% |
|
Lowest Quarterly Return:
Fourth Quarter 2008, -16.31% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year |
Life of
Class (8/31/06) |
Vaughan Nelson Small Cap Value Fund
Class Y – Return Before Taxes |
24.00% | 9.36% |
Return After Taxes on Distributions | 18.95% | 8.29% |
Return After Taxes on Distributions & Sales of Fund Shares | 18.21% | 7.74% |
Russell 2000 Value Index | 24.50% | 8.42% |
|
30 |
|
31 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.80% |
Other expenses | 0.63% |
Acquired fund fees and expenses | 0.02% |
Total annual fund operating expenses | 1.45% |
Fee waiver and/or expense reimbursement /1 / | 0.28% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 1.17% |
Class Y |
1 year | $119 |
3 years | $431 |
5 years | $766 |
10 years | $1,711 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 1.15% of the Fund’s average daily net assets for Class Y shares exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 1.15% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
32 |
|
33 |
|
|
Highest Quarterly Return:
Third Quarter 2009, 21.36% |
|
Lowest Quarterly Return:
Second Quarter 2010, -11.83% |
Average Annual Total Returns
(for the periods ended December 31, 2010) |
Past 1 Year |
Life of
Fund (10/31/08) |
Vaughan Nelson Value Opportunity Fund
Class Y – Return Before Taxes |
19.96% | 21.20% |
Return After Taxes on Distributions | 19.82% | 20.96% |
Return After Taxes on Distributions & Sales of Fund Shares | 13.15% | 18.21% |
Russell Midcap Value Index | 24.75% | 23.44% |
|
34 |
|
35 |
Shareholder Fees (fees paid directly from your investment) | Class Y |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | None |
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable) | None |
Redemption fees | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | Class Y |
Management fees | 0.60% |
Other expenses (estimated for the current fiscal year) | 1.38% |
Total annual fund operating expenses | 1.98% |
Fee waiver and/or expense reimbursement /1 / | 1.03% |
Total annual fund operating expenses after fee waiver and/or expense reimbursement | 0.95% |
Class Y |
1 year | $97 |
3 years | $521 |
1 | The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 0.95% of the Fund’s average daily net assets for Class Y shares, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2012 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 0.95% of the Fund’s average daily net assets for Class Y shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed. |
|
36 |
|
37 |
|
38 |
|
39 |
|
40 |
|
41 |
|
42 |
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43 |
|
44 |
|
45 |
|
46 |
|
47 |
|
48 |
|
49 |
|
50 |
|
51 |
|
52 |
|
53 |
|
54 |
|
55 |
|
56 |
|
57 |
|
58 |
|
59 |
|
60 |
|
61 |
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62 |
|
63 |
|
64 |
|
65 |
|
66 |
|
67 |
|
68 |
|
69 |
Through Your Investment Dealer | • Call your investment dealer for information. Dealers may also charge you a processing or service fee in connection with the redemption of Fund shares. |
By Mail |
•
Write a letter to
request a redemption. Specify the name of your fund, class of shares, account number, the exact registered account name(s), the number of shares or the dollar amount to be redeemed and the method by which you wish to receive your proceeds.
Additional materials may be required. See the section “Selling Shares in Writing.”
• The request must be signed by all of the owners of the shares and must include the capacity in which they are signing, if appropriate. • Mail your request by regular mail to Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579 or by registered, express or certified mail to Natixis Funds, 330 West 9th Street, Kansas City, MO 64105-1514 . • Your proceeds will be delivered by the method chosen in your letter. Proceeds delivered by mail will generally be mailed to you within three business days after the request is received in good order, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Exchange
(See the section “Exchanging Shares” for more details.) |
• Obtain a current prospectus for the fund into which you are exchanging by calling your investment dealer or Natixis Funds at 800-225-5478 or visit ga.natixis.com. • Call Natixis Funds or visit ga.natixis.com to request an exchange. |
By Wire |
•
Complete the
“Bank Information” section on your account application.
• Call Natixis Funds at 800-225-5478 or indicate in your redemption request letter (see above) that you wish to have your proceeds wired to your bank. • Proceeds will generally be wired on the next business day, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions”. A wire fee will be deducted from the proceeds. Your bank may charge you a fee to receive the wire. |
Through ACH |
•
Ask your bank or credit
union whether it is a member of the ACH system.
• Complete the “Bank Information” section on your account application. • If you have not signed up for the ACH system on your application, please call Natixis Funds at 800-225-5478 or visit ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required. • Call Natixis Funds to request an ACH redemption or indicate in your redemption letter that you wish to have your proceeds sent to your bank through ACH. • Proceeds will generally arrive at your bank within three business days, although it may take longer. See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
By Telephone | • Call Natixis Funds at 800-225-5478 to choose the method you wish to use to redeem your shares. You may receive your proceeds by mail, by wire or through ACH (see above), subject to certain restrictions. See the section “Selling Restrictions.” |
By Systematic Withdrawal Plan |
•
Call Natixis Funds at
800-225-5478 or your financial representative for more information.
•
Because withdrawal payments may have tax consequences, you should consult your tax adviser before establishing such a plan. • See the sections “Selling Shares in Writing” and “Selling Restrictions.” |
|
70 |
|
71 |
|
72 |
Restriction | Situation |
Each Fund may suspend the right of redemption or postpone payment for more than 7 days: |
•
When the New York Stock Exchange
(the “NYSE”) is closed (other than a weekend/holiday) as permitted by the SEC.
• During an emergency as permitted by the SEC. • During any other period permitted by the SEC. |
Each Fund reserves the right to suspend account services or refuse transaction requests: |
•
With a notice of a dispute between
registered owners or death of a registered owner.
• With suspicion/evidence of a fraudulent act. |
Each Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities in lieu of cash or may take up to 7 days to pay a redemption request in order to raise capital: | • When it is detrimental for a Fund to make cash payments as determined in the sole discretion of the adviser or subadviser. |
Each Fund may withhold redemption proceeds for 10 days from the purchase date: | • When redemptions are made within 10 calendar days of purchase by check or ACH to allow the check or ACH transaction to clear. |
|
73 |
Net Asset Value = |
Total market value of securities + Cash and other assets – Liabilities
Number of outstanding shares |
1 | Please see the section “Buying Shares,” which provides additional information regarding who can receive a purchase order. |
|
74 |
|
75 |
|
76 |
|
77 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Had certain expenses not been waivevd/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(c) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(d) | Computed on an annualized basis for periods less than one year, if applicable. |
(e) | For the period February 26, 2010 (inception) through December 31, 2010. |
|
78 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
|||||||||||||
Net asset
value, beginning of the period |
Net
investment income (a) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income |
Distributions
from net realized capital gains |
Distributions
from paid-in capital |
Total
distributions |
Net asset value, end of the period |
Total
return(%) (b) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (c)(d) |
Gross
expenses(%) (d) |
Net
investment income (%) (d) |
Portfolio
turnover rate(%) |
|
AEW REAL ESTATE FUND | |||||||||||||||
Class Y | |||||||||||||||
1/31/2011 | $11.76 | $0.15 | $4.50 | $4.65 | $(0.18) | $— | $(0.07) | $(0.25) | $16.16 | 39.80 | $204,938 | 1.16 (e) | 1.16 (e) | 1.01 | 9 |
1/31/2010 | 8.05 | 0.25 | 3.70 | 3.95 | (0.24) | — | — | (0.24) | 11.76 | 50.19 | 73,965 | 1.25 | 1.27 | 2.49 | 22 |
1/31/2009 | 16.46 | 0.38 | (8.03) | (7.65) | (0.36) | (0.40) | — | (0.76) | 8.05 | (48.77) | 28,847 | 1.20 | 1.20 | 2.74 | 30 |
1/31/2008 | 25.78 | 0.38 | (6.66) | (6.28) | (0.37) | (2.67) | — | (3.04) | 16.46 | (24.82) | 41,844 | 1.09 | 1.09 | 1.79 | 24 |
1/31/2007 | 20.25 | 0.27 | 7.05 | 7.32 | (0.26) | (1.53) | — | (1.79) | 25.78 | 37.81 | 48,080 | 1.09 (e) | 1.09 (e) | 1.21 | 15 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(c) | The investment advisor and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(d) | Computed on annualized basis for periods less than one year, if applicable. |
(e) | Includes fee/expense recovery of 0.01%. |
|
79 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
|||||||||||||
Net asset
value, beginning of the period |
Net
investment income (a) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income |
Distributions
from net realized capital gains |
Total
distributions |
Redemption
fees (b) |
Net asset value, end of the period |
Total
return(%) (c) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (d)(e) |
Gross
expenses(%) (e) |
Net
investment income(%) (e) |
Portfolio
turnover rate(%) |
|
CGM ADVISOR TARGETED EQUITY FUND | |||||||||||||||
Class Y | |||||||||||||||
12/31/2010 | $9.78 | $0.07 (g) | $1.63 | $1.70 | $(0.08) | $— | $(0.08) | $— | $11.40 | 17.39 | $137,631 | 0.91 | 0.91 | 0.69 (g) | 146 |
12/31/2009 | 7.84 | 0.06 | 1.96 | 2.02 | (0.08) | — | (0.08) | — | 9.78 | 25.75 | 265,441 | 0.94 | 0.94 | 0.64 | 170 |
12/31/2008 | 13.32 | 0.13 | (5.09) | (4.96) | (0.08) | (0.44) | (0.52) | 0.00 (f) | 7.84 | (38.28) | 44,240 | 0.85 | 0.85 | 1.21 | 211 |
12/31/2007 | 10.93 | 0.09 | 3.61 | 3.70 | (0.16) | (1.15) | (1.31) | 0.00 | 13.32 | 34.75 | 17,520 | 0.90 | 0.90 | 0.74 | 179 |
12/31/2006 | 10.42 | 0.11 | 0.82 | 0.93 | (0.11) | (0.31) | (0.42) | 0.00 | 10.93 | 8.99 | 11,714 | 0.87 | 0.87 | 1.05 | 171 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(d) | The investment advisor and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on annualized basis for periods less than one year, if applicable. |
(f) | Effective June 2, 2008, redemption fees were eliminated. |
(g) | Includes a non-recurring dividend.Without this dividend, net investment income per share would have been $0.05 and the ratio of net investment income to average net assets would have been 0.48%. |
|
80 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
||||||||||||
Net asset
value, beginning of the period |
Net
investment income (a) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income |
Total
distributions |
Increase from
regulatory settlements (b) |
Net asset value, end of the period |
Total
return(%) (c) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (d)(e) |
Gross
expenses(%) (e) |
Net
investment income(%) (e) |
Portfolio
turnover rate(%) |
|
HARRIS ASSOCIATES LARGE CAP VALUE FUND | ||||||||||||||
Class Y | ||||||||||||||
12/31/2010 | $12.99 | $0.08 | $1.67 | $1.75 | $(0.09) | $(0.09) | $— | $14.65 | 13.47 | $9,586 | 1.05 | 1.14 | 0.61 | 32 |
12/31/2009 | 9.05 | 0.08 (f) | 3.93 | 4.01 | (0.07) | (0.07) | 0.00 | 12.99 | 44.39 | 7,450 | 1.05 | 1.12 | 0.77 | 131 |
12/31/2008 | 15.47 | 0.19 | (6.42) | (6.23) | (0.19) | (0.19) | — | 9.05 | (40.18) | 5,842 | 0.84 | 0.84 | 1.47 | 38 |
12/31/2007 | 16.01 | 0.12 | (0.51) (g) | (0.39) | (0.15) | (0.15) | — | 15.47 | (2.59) | 11,840 | 0.91 (h) | 0.91 | 0.72 | 30 |
12/31/2006 | 13.72 | 0.12 | 2.20 | 2.32 | (0.03) | (0.03) | — | 16.01 | 16.97 | 14,057 | 0.91 (i) | 0.91 (i) | 0.82 | 23 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(d) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | Includes a non-recurring dividend of $0.01 per share. |
(g) | Includes a litigation payment of $0.02 per share. |
(h) | Effect of voluntary waiver of expenses by adviser was less than 0.005%. |
(i) | Includes fee/expense recovery of 0.04%. |
|
81 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Amounts round to less than $0.01 per share, if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(d) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | Includes non-recurring dividends. Without this dividend net investment loss per share would have been $(0.02) and the ratio of net investment loss to average net assets would have been (0.08)%. |
(g) | Includes a non-recurring dividend of $0.02 per share. |
|
82 |
Income (Loss) from Investment
Operations:
|
Less Distributions:
|
Ratios to Average Net
Assets:
|
||||||||||||||
Net asset
value, beginning of the period |
Net
investment income (a) |
Net realized
and unrealized gain (loss) |
Total from
investment operations |
Dividends
from net investment income |
Distributions
from net realized capital gains |
Total
distributions |
Increase
from regulatory settlements |
Redemption
fees (b) |
Net asset value, end of the period |
Total
return(%) (c) |
Net assets,
end of the period (000’s) |
Net
expenses(%) (d)(e) |
Gross
expenses(%) (e) |
Net
investment income(%) (e) |
Portfolio
turnover rate(%) |
|
VAUGHAN NELSON SMALL CAP VALUE FUND | ||||||||||||||||
Class Y | ||||||||||||||||
12/31/2010 | $22.47 | $0.06 | $5.31 | $5.37 | $— | $(4.90) | $(4.90) | $0.02 | $— | $22.96 | 24.00 | $217,305 | 1.16 | 1.16 | 0.24 | 80 |
12/31/2009 | 17.55 | 0.12 (f) | 4.90 | 5.02 | (0.10) | — | (0.10) | — | — | 22.47 | 28.61 | 232,903 | 1.18 (g) | 1.18 (g) | 0.60 | 102 |
12/31/2008 | 22.20 | 0.12 | (4.74) | (4.62) | — | (0.03) | (0.03) | — | 0.00 (h) | 17.55 | (20.81) | 71,568 | 1.20 | 1.21 | 0.65 | 124 |
12/31/2007 | 20.91 | 0.04 | 1.25 | 1.29 | — | — | — | — | 0.00 | 22.20 | 6.12 | 1,241 | 1.19 (i) | 1.19 (i) | 0.17 | 78 |
12/31/2006 (j) | 19.02 | 0.02 | 1.87 | 1.89 | — | — | — | — | 0.00 | 20.91 | 9.94 | 427 | 1.35 | 1.90 | 0.35 | 88 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Amount rounds to less than $0.01 per share, if applicable. |
(c) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(d) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | Includes a non-recurring dividend of $0.03 per share. |
(g) | Includes fee/expense recovery of less than 0.01%. |
(h) | Effective June 2, 2008, redemption fees were eliminated. |
(i) | Includes fee/expense recovery of 0.04%. |
(j) | From commencement of Class operations on August 31, 2006 through December 31, 2006. |
|
83 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Had certain expenses not been wavied/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(c) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(d) | Computed on an annualized basis for periods less than one year, if applicable. |
(e) | Includes non-recurring dividends. Without this dividend net investment income per share would have been $0.04 and the ratio of net investment income to average net assets would have been 0.34%. |
(f) | For the period October 31, 2008 (inception) through December 31, 2008. |
|
84 |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods less than one year, if applicable, are not annualized. |
(c) | The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement, if applicable, expenses would have been higher. |
(d) | Computed on an annualized basis for periods less than one year, if applicable. |
(e) | For the period July 30, 2010 (inception) through December 31, 2010. |
|
85 |
|
86 |
|
87 |
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2011
NATIXIS FUNDS TRUST I
Absolute Asia Dynamic Equity Fund - Class A (DEFAX), Class C (DEFCX) and Class Y (DEFYX)
CGM Advisor Targeted Equity Fund - Class A (NEFGX), Class B (NEBGX), Class C (NEGCX) and Class Y (NEGYX)
Hansberger International Fund - Class A (NEFDX), Class B (NEDBX), Class C (NEDCX) and Class Y
Natixis Income Diversified Portfolio - Class A (IIDPX) and Class C (CIDPX)
Natixis Oakmark Global Fund - Class A (NOGAX) and Class C (NOGCX)
Natixis Oakmark International Fund - Class A (NOIAX) and Class C (NOICX)
Natixis U.S. Multi-Cap Equity Fund (formerly, the Natixis U.S. Diversified Portfolio) - Class A (NEFSX), Class B (NESBX), Class C (NECCX) and Class Y (NESYX)
Vaughan Nelson Small Cap Value Fund - Class A (NEFJX), Class B (NEJBX), Class C (NEJCX) and Class Y (NEJYX)
NATIXIS FUNDS TRUST II
Harris Associates Large Cap Value Fund - Class A (NEFOX), Class B (NEGBX), Class C (NECOX) and Class Y (NEOYX)
Vaughan Nelson Value Opportunity Fund - Class A (VNVAX), Class C (VNVCX) and Class Y (VNVYX)
Westpeak ActiveBeta® Equity Fund - Class A (WABAX), Class C (WABCX), and Class Y (WABYX)
NATIXIS FUNDS TRUST IV
AEW Real Estate Fund - Class A (NRFAX), Class B (NRFBX), Class C (NRCFX) and Class Y (NRFYX)
This Statement of Additional Information (Statement) contains specific information which may be useful to investors but which is not included in the Statutory Prospectuses of the Natixis Funds listed above (each a Fund and together the Funds). This Statement is not a prospectus and is authorized for distribution only when accompanied or preceded by the Absolute Asia Dynamic Equity Fund Class A and C Statutory or Summary Prospectus, the Absolute Asia Dynamic Equity Fund Class Y Statutory or Summary Prospectus, the AEW Real Estate Fund Class A, B and C Statutory or Summary Prospectus, the AEW Real Estate Fund Class Y Statutory or Summary Prospectus, the CGM Advisor Targeted Equity Fund Class A, B and C Statutory or Summary Prospectus, the CGM Advisor Targeted Equity Fund Class Y Statutory or Summary Prospectus, the Hansberger International Fund Class A, B and C Statutory or Summary Prospectus, the Hansberger International Fund Class Y Statutory or Summary Prospectus, the Harris Associates Large Cap Value Fund Class A, B and C Statutory or Summary Prospectus, the Harris Associates Large Cap Value Fund Class Y Statutory or Summary Prospectus, the Natixis Income Diversified Portfolio Class A and C Statutory or Summary Prospectus, the Natixis Oakmark Global Fund Class A and Class C Statutory or Summary Prospectus, the Natixis Oakmark International Fund Class A and Class C Statutory or Summary Prospectus, the Natixis U.S. Multi-Cap Equity Fund Class A, B and C Statutory or Summary Prospectus, the Natixis U.S. Multi-Cap Equity Fund Class Y Statutory or Summary Prospectus, the Vaughan Nelson Small Cap Value Fund Class A, B and C Statutory or Summary Prospectus, the Vaughan Nelson Small Cap Value Fund Class Y Statutory or Summary Prospectus, the Vaughan Nelson Value Opportunity Fund Class A and C Statutory or Summary Prospectus, the Vaughan Nelson Value Opportunity Fund Class Y Statutory or Summary Prospectus, the Westpeak ActiveBeta® Equity Fund Class A and Class C Statutory or Summary Prospectus and the Westpeak ActiveBeta ® Equity Fund Class Y Statutory or Summary Prospectus, each of which is dated May 1, 2011, as from time to time revised or supplemented (each a Prospectus and together the Prospectuses). This Statement should be read together with the Prospectuses. Investors may obtain the Prospectuses without charge from Natixis Distributors, L.P. (the Distributor), Prospectus Fulfillment Desk, 399 Boylston Street, Boston, Massachusetts 02116, by calling Natixis Funds at 800-225-5478 or by visiting the Funds website at ga.natixis.com.
XS33-0511
1
The Funds financial statements and accompanying notes that appear in the Funds annual reports are incorporated by reference into this Statement. Each Funds annual and semiannual reports contain additional performance information and are available upon request and without charge by calling 800-225-5478 or by visiting the Funds website at ga.natixis.com.
2
4 | ||||
16 | ||||
29 | ||||
34 | ||||
36 | ||||
66 | ||||
68 | ||||
83 | ||||
90 | ||||
91 | ||||
102 | ||||
110 | ||||
110 | ||||
111 | ||||
112 | ||||
112 | ||||
114 | ||||
120 | ||||
121 | ||||
124 | ||||
124 | ||||
132 | ||||
133 | ||||
A-1 |
3
The following is a description of restrictions on the investments to be made by the Funds. 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 relevant Fund (as defined in the Investment Company Act of 1940 (the 1940 Act)). The other restrictions set forth below are not fundamental policies and may be changed by the relevant Trusts Board of Trustees. Except in the case of restrictions marked with a dagger () below, 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.
Absolute Asia Dynamic Equity Fund (Dynamic Equity Fund) may not:
*(1) | Purchase any security (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities (U.S. government securities)) if, as a result, more than 25% of the Funds 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, finance companies whose financing activities are related primarily to the activities of their parent companies are classified in the industry of their parents and each foreign countrys government (together with all subdivisions thereof) will be considered to be a separate industry. For purposes of this restriction, securities and other obligations of issuers in the banking industry are considered to be one industry, and asset-backed securities are not considered to be bank obligations. |
*(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) | Purchase or sell commodities, except that the Fund may buy 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. |
*(6) | Act as 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. |
*(7) | 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. |
*(8) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
(9) | Invest less than 80% of its net assets (plus any borrowings made for investment purposes) in equity securities of issuers domiciled or principally operating throughout Asia (excluding Japan). 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. |
Restrictions (2) and (8) shall be interpreted based upon no-action letters and other pronouncements of the staff of the Securities and Exchange Commission (SEC). Under current pronouncements, certain Fund positions are excluded
4
from the definition of senior security so long as the Fund maintains adequate cover, segregation of assets or otherwise.
In restriction (9) above ( i.e. , under normal market conditions, the Fund expects to invest at least 80% of its net assets (plus any borrowings made for investment purposes) in equity securities of issuers domiciled or principally operating throughout Asia (excluding Japan)), 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.
AEW Real Estate Fund (Real Estate Fund) may not:
*(1) | With respect to 75% of the Funds total assets, purchase the securities of any issuer (other than U.S. government securities) if, as a result, (a) more than 5% of the Funds total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. |
*(2) | Purchase the securities of any issuer (other than U.S. government securities) if, as a result, 25% or more of the Funds total assets would be invested in the securities of companies whose principal business activities are in the same industry, except that the Fund will invest more than 25% of its total assets in securities of companies primarily engaged in the real estate industry. |
*(3) | Issue senior securities, except as otherwise permitted by the 1940 Act. |
*(4) |
Borrow money or pledge its assets; provided, however, that the Fund may borrow money as a temporary measure for extraordinary or emergency purposes or to meet redemptions, in amounts not exceeding 33 1 / 3 % of its total assets and pledge its assets to secure such borrowings; and, provided, further, that the Fund will not purchase any additional portfolio securities at any time that its borrowings exceed 5% of its total assets; for the purpose of this restriction, collateral arrangements with respect to the writing of options, interest rate futures contracts, options on interest rate futures contracts, and collateral arrangements with respect to initial and variation margin are not deemed to be a pledge of assets and neither such arrangements nor the purchase or sale of futures or related options are deemed to be the issuance of a senior security. |
*(5) | Underwrite securities of other issuers except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933, as amended (the Securities Act), in the disposition of restricted securities. |
*(6) | Purchase and sell real estate unless acquired as a result of ownership of securities or other instruments; provided, however, that this limitation shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business. |
*(7) | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided, however, that this limitation shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities. |
*(8) |
Lend any portfolio security or make any other loan, if, as a result, more than 33 1 / 3 % of its total assets would be lent to other parties, it being understood that this limitation does not apply to purchases of debt securities or to repurchase agreements. |
(9) | Purchase any security on margin, except that the Fund may obtain such short-term credits as may be necessary for the clearance of transactions; for this purpose, the deposit or payment by the Fund of initial or variation margin in connection with interest rate futures contracts or related options transactions is not considered the purchase of a security on margin. |
(10) |
Make short sales of securities or maintain a short position, unless at all times when a short position is open it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold |
5
short, and unless not more than 10% of the Funds net assets (taken at market value) is held as collateral for such sales at any one time. |
(11) | Invest more than 15% of the Funds net assets in illiquid securities (excluding Rule 144A securities and certain Section 4(2) commercial paper deemed to be liquid under guidelines established by the Funds Board of Trustees). |
(12) | Write, purchase or sell puts, calls or combinations thereof, except that the Fund may write, purchase and sell puts, calls or combinations thereof with respect to U.S. government securities and with respect to interest rate futures contracts. |
(13) | Invest in the securities of other investment companies, except by purchases in the open market involving only customary brokers commissions, or in connection with a merger, consolidation or similar transaction; under the 1940 Act, the Fund may not (a) invest more than 10% of its total assets (taken at current value) in such securities, (b) own securities of any one investment company having a value in excess of 5% of the Funds total assets taken at current value, or (c) own more than 3% of the outstanding voting stock of any one investment company. |
(14) | Invest less than 80% of its net assets (plus borrowings made for investment purposes) in investments of real estate investment trusts (REITs) and/or real estate related companies. 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 may (but does not currently intend to), notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company managed by AEW Capital Management, L.P. (AEW) or an affiliate or successor with substantially the same fundamental investment objective, policies and limitations as the Fund.
Restrictions (3) and (10) 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 restriction (14) above, 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.
CGM Advisor Targeted Equity Fund (Targeted Equity Fund) will not:
*(1) | With respect to 75% of its total assets, purchase any security if, as a result, more than 5% of its total assets (based on current value) would then be invested in the securities of a single issuer or acquire more than 10% of the outstanding voting securities of any issuer; provided , however , this limitation does not apply to government securities as defined in the 1940 Act. |
*(2) | Make short sales of securities, 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) | Purchase any security (other than U.S. government securities) if, as a result, more than 25% of the Funds 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. |
6
*(4) |
Borrow money except for temporary or emergency purposes; provided however, that the Fund may loan securities, engage in reverse repurchase agreements and dollar rolls, in an amount not exceeding 33 1 / 3 % of its total assets taken at cost. |
*(5) | Make loans, except that the Fund may purchase or hold debt instruments in accordance with its investment objective and policies; provided however, this restriction does not apply to repurchase agreements or loans of portfolio securities. |
*(6) | Purchase or sell real estate, although it may purchase securities of issuers that deal in real estate, securities that are secured by interests in real estate, and securities that 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) | 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. |
*(9) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
(10) | Purchase options or warrants if, as a result, more than 1% of its total assets (taken at current value) would be invested in such securities. |
(11) | Write options or warrants. |
(12) | Invest more than 15% of the Funds total net assets in illiquid securities (excluding Rule 144A securities and certain Section 4(2) commercial paper deemed to be liquid under guidelines established by the Trustees of Natixis Funds Trust I). |
(13) | Invest less than 80% of its net assets (plus borrowings made for investment purposes) in equity investments. 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. |
In investment restriction (13) above, 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.
Restrictions (2) and (9) 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.
Hansberger International Fund (Hansberger International Fund) may not:
(1) | With respect to 75% of its total assets, invest in the securities of any one issuer (other than the U.S. Government and its agencies and instrumentalities) if, immediately after and as a result of such investment, more than 5% of the total assets of the Fund would be invested in such issuer. |
*(2) | Purchase any security (other than U.S. government securities) if, as a result, more than 25% of the Funds total 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, and each foreign countrys government (together with all subdivisions thereof) will be considered to be a separate industry). |
(3) |
Purchase securities on margin (but it may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities), or make short sales except where it owns or, by virtue of |
7
ownership of other securities, it has the right to obtain, without payment of further consideration, securities equivalent in kind and amount to those sold. (For this purpose, the deposit or payment by the Fund of initial or variation margin in connection with futures contracts or related options transactions is not considered the purchase of a security on margin.) |
(4) | Acquire more than 10% of any class of securities of an issuer (other than U.S. government securities and taking all preferred stock issues of an issuer as a single class and all debt issues of an issuer as a single class) or with respect to 75% of its total assets, acquire more than 10% of the outstanding voting securities of an issuer. |
*(5) |
Borrow money in excess of 33 1 / 3 % of its total assets, and then only as a temporary measure for extraordinary or emergency purposes. |
*(6) | Make loans, except by entering into repurchase agreements or by purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness, which are a part of an issue to the public or to financial institutions, or through the lending of the Funds portfolio securities. |
*(7) | Buy or sell oil, gas or other mineral leases, rights or royalty contracts, real estate or commodities or commodity contracts, except that the Fund may buy and sell futures contracts and related options, swap contracts, currency forward contracts, structured notes and other similar instruments. (This restriction does not prevent the Fund from purchasing securities of companies investing in the foregoing.) |
*(8) | 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. |
(9) | Except to the extent permitted by rule or order of the SEC, 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 any investment adviser or subadviser of the Fund or accounts under any such investment advisers or subadvisers 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.) |
(10) | Write, purchase or sell options, except that the Fund may (a) write, purchase and sell put and call options on securities, securities indexes, currencies, futures contracts, swap contracts and other similar instruments, (b) enter into currency forward contracts and (c) invest in structured notes. |
(11) | Purchase any illiquid security if, as a result, more than 15% of its net assets (taken at current value) would be invested in such securities (excluding Rule 144A securities and certain Section 4(2) commercial paper deemed to be liquid under guidelines established by the Trusts trustees). |
*(12) | Issue senior securities. For the purpose of this restriction none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (6) above; any borrowing permitted by restriction (5) above; any collateral arrangements with respect to options or futures contracts, and with respect to initial and variation margin; the purchase or sale of options, forward contracts, futures contracts, swap contracts or other similar instruments; and the issuance of shares of beneficial interest permitted from time to time by the provisions of the Trusts Agreement and Declaration of Trust (Declaration of Trust) and by the 1940 Act, the rules thereunder, or any exemption therefrom. (The Fund is required, under regulatory provisions applicable to it as interpreted by the staff of the SEC, to set aside in a segregated account with its custodian bank, liquid assets in amounts sufficient at all times to satisfy its obligations under options, futures contracts, forward contracts, swap contracts and other similar instruments.) |
The Fund may :
(13) | Pledge its assets to the maximum extent permitted by applicable law. |
Restrictions (3) and (12) 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.
8
Harris Associates Large Cap Value Fund (Large Cap Value Fund) will not:
*(1) | With respect to 75% of its total assets, purchase any security if, as a result, more than 5% of its total assets (based on current value) would then be invested in the securities of a single issuer or acquire more than 10% of the outstanding voting securities of any issuer; provided however, this limitation does not apply to government securities as defined in the 1940 Act. |
*(2) | Purchase any security (other than U.S. government securities) if, as a result, more than 25% of the Funds 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 the purpose 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. |
*(3) | Make short sales of securities, 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. |
*(4) | Purchase or sell real estate, although it may purchase securities of issuers that deal in real estate, securities that are secured by interests in real estate, and securities that 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 interests therein. |
*(5) | 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. |
*(6) | 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. |
*(7) | Make loans, except that the Fund may purchase or hold debt instruments in accordance with its investment objective and policies; provided however, this restriction does not apply to repurchase agreements or loans of portfolio securities. |
*(8) |
Borrow money except for temporary or emergency purposes; provided however, that the Fund may loan securities, engage in reverse repurchase agreements and dollar rolls, in an amount not exceeding 33 1 / 3 % of its total assets taken at cost. |
*(9) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
(10) | Invest more than 15% of the Funds total net assets in illiquid securities (excluding Rule 144A securities and certain Section 4(2) commercial paper deemed to be liquid under guidelines established by Natixis Funds Trust II trustees). |
(11) | Invest less than 80% of its net assets, plus any borrowings for investment purposes, in investments in companies that have market capitalization within the capitalization range of the Russell 1000 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. |
Restrictions (3) and (9) 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.
9
In investment restriction (11) above, 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.
Natixis Income Diversified Portfolio (Income Diversified Portfolio) will not:
(1) | With respect to 75% of its total assets, purchase any security if, as a result, more than 5% of its total assets (based on current value) would then be invested in the securities of a single issuer or acquire more than 10% of the outstanding voting securities of any issuer, provided however, this limitation does not apply to government securities as defined in the 1940 Act. |
*(2) | Purchase any security (other than U.S. government securities) if, as a result, more than 25% of the Funds total assets (taken at current value) would be invested in any one industry, except that the Fund may invest more than 25% of its total assets in securities of companies primarily engaged in the real estate 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. |
*(3) | 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. |
*(4) | Borrow money, except to the extent permitted under the 1940 Act. |
*(5) | 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. |
*(6) | 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. |
*(7) | 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. |
*(8) | 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. |
*(9) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
Restrictions (3) and (9) 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.
Natixis Oakmark Global Fund (Natixis Oakmark Global Fund) may not:
*(1) |
Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds 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, finance companies whose financing activities are related primarily to the activities of their parent companies are classified in |
10
the industry of their parents, finance companies whose financing activities are not related primarily to the activities of their parent companies are classified in the industry the Funds adviser or subadviser believes is most applicable to such finance companies, and each foreign countrys government (together with all subdivisions thereof) will be considered to be a separate industry. For purposes of this restriction, securities and other obligations of issuers in the banking industry are considered to be one industry, and asset-backed securities are not considered to be bank obligations. |
*(2) | Make short sales of securities or maintain a short position, except that 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 objective 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) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
The Fund may :
*(8) | Purchase and sell commodities to the maximum extent permitted by applicable law. |
Restrictions (2) and (7) 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.
Natixis Oakmark International Fund (Natixis Oakmark International Fund) may not:
*(1) | Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds 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, finance companies whose financing activities are related primarily to the activities of their parent companies are classified in the industry of their parents, finance companies whose financing activities are not related primarily to the activities of their parent companies are classified in the industry the Funds adviser or subadviser believes is most applicable to such finance companies, and each foreign countrys government (together with all subdivisions thereof) will be considered to be a separate industry. For purposes of this restriction, securities and other obligations of issuers in the banking industry are considered to be one industry, and asset-backed securities are not considered to be bank obligations. |
*(2) | Make short sales of securities or maintain a short position, except that 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 objective and policies, provided, however, this restriction does not apply to repurchase agreements or loans of portfolio securities. |
11
*(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) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
The Fund may :
*(8) | Purchase and sell commodities to the maximum extent permitted by applicable law. |
Restrictions (2) and (7) 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.
Natixis U.S. Multi-Cap Equity Fund (U.S. Multi-Cap Equity Fund) will not:
*(1) | With respect to 75% of its total assets, invest in the securities of any one issuer (other than the U.S. Government and its agencies and instrumentalities) if, immediately after and as a result of such investment, more than 5% of the total assets of the Fund would be invested in such issuer. |
*(2) | Purchase any security (other than U.S. government securities) if, as a result, more than 25% of the Funds total 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, and each foreign countrys government (together with subdivisions thereof) will be considered to be a separate industry.) |
(3) | Purchase securities on margin (but it may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities), or make short sales except when, by virtue of ownership of other securities, it has the right to obtain, without payment of further consideration, securities equivalent in kind and amount to those sold, and the Fund will not deposit or pledge more than 10% of its total assets (taken at current value) as collateral for such sales. (For this purpose, the deposit or payment by the Fund of initial or variation margin in connection with futures contracts or related options transactions is not considered the purchase of a security on margin.) |
(4) | Acquire more than 10% of any class of securities of an issuer (other than U.S. government securities and taking all preferred stock issues of an issuer as a single class and all debt issues of an issuer as a single class) or with respect to 75% of its total assets, acquire more than 10% of the outstanding voting securities of an issuer. |
*(5) | Borrow money in excess of 25% of its total assets, and then only as a temporary measure for extraordinary or emergency purposes. |
*(6) | Make loans, except by entering into repurchase agreements or by purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness, which are a part of an issue to the public or to financial institutions, or through the lending of the Funds portfolio securities. |
*(7) | Buy or sell oil, gas or other mineral leases, rights or royalty contracts, real estate or commodities or commodity contracts, except that the Fund may buy and sell futures contracts and related options. (This restriction does not prevent the Fund from purchasing securities of companies investing in the foregoing.) |
*(8) | 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. |
(9) |
Except to the extent permitted by rule or order of the SEC, 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 any investment adviser or subadviser of the Fund or accounts under any such investment advisers or |
12
subadvisers 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.) |
(10) | Write, purchase or sell options, except that the Fund may (a) write, purchase and sell put and call options on securities, securities indexes, currencies, futures contracts, swap contracts and other similar instruments and (b) enter into currency forward contracts. |
(11) | Purchase any illiquid security if, as a result, more than 15% of its net assets (taken at current value) would be invested in such securities (excluding Rule 144A securities and certain Section 4(2) commercial paper deemed to be liquid under guidelines established by the Trusts trustees). |
*(12) | Issue senior securities. For the purpose of this restriction none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restrictions (3) or (6) above; any borrowing permitted by restriction (5) above; any collateral arrangements with respect to forward contracts, options, futures contracts and options on futures contracts and with respect to initial and variation margin; the purchase or sale of options, forward contracts, futures contracts or options on futures contracts; and the issuance of shares of beneficial interest permitted from time to time by the provisions of the Trusts Declaration of Trust and by the 1940 Act, the rules thereunder, or any exemption therefrom. |
(13) | Invest less than 80% of its net assets (plus any borrowings made for investment purposes) in U.S. 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. |
(14) | Invest 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 Fund may :
(15) | Pledge its assets to the maximum extent permitted by applicable law. |
Restrictions (3) and (12) 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 restrictions (13) and (14) above, the 80% policies are applied at the time of investment. However, if the Fund no longer meets the 80% policies (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.
Vaughan Nelson Small Cap Value Fund (Small Cap Value Fund) may not:
(1) | With respect to 75% of its total assets, invest in the securities of any one issuer (other than the U.S. Government and its agencies and instrumentalities) if, immediately after and as a result of such investment, more than 5% of the total assets of the Fund would be invested in such issuer. |
*(2) | Purchase any security (other than U.S. government securities) if, as a result, more than 25% of the Funds total 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, and each foreign countrys government (together with all subdivisions thereof) will be considered to be a separate industry.) |
(3) | Purchase securities on margin (but it may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). (For this purpose, the deposit or payment by the Fund of initial or variation margin in connection with futures contracts or related options transactions is not considered the purchase of a security on margin.) |
13
(4) | Acquire more than 10% of any class of securities of an issuer (other than U.S. government securities and taking all preferred stock issues of an issuer as a single class and all debt issues of an issuer as a single class) or, with respect to 75% of its total assets, acquire more than 10% of the outstanding voting securities of an issuer. |
*(5) | Borrow money in excess of 33 1/3% of its total assets, and then only as a temporary measure for extraordinary or emergency purposes. |
*(6) | Make loans, except by entering into repurchase agreements or by purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness, which are a part of an issue to the public or to financial institutions, or through the lending of the Funds portfolio securities. |
*(7) | Buy or sell oil, gas or other mineral leases, rights or royalty contracts, real estate or commodities or commodity contracts, except that the Fund may buy and sell futures contracts and related options, swap contracts, currency forward contracts, structured notes and other similar instruments. (This restriction does not prevent the Fund from purchasing securities of companies investing in the foregoing.) |
*(8) | 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. |
(9) | Except to the extent permitted by rule or order of the SEC, 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 any investment adviser or subadviser of the Fund or accounts under any such investment advisers or subadvisers 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.) |
(10) | Purchase any illiquid security if, as a result, more than 15% of its net assets (taken at current value) would be invested in such securities (excluding Rule 144A securities and certain Section 4(2) commercial paper deemed to be liquid under guidelines established by the Trusts trustees). |
*(11) | Issue senior securities. For the purpose of this restriction none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (6) above; any borrowing permitted by restriction (5) above; any collateral arrangements with respect to options or futures contracts, and with respect to initial and variation margin; the purchase or sale of options, forward contracts, futures contracts, swap contracts or other similar instruments; and the issuance of shares of beneficial interest permitted from time to time by the provisions of the Trusts Declaration of Trust and by the 1940 Act, the rules thereunder, or any exemption therefrom. (The Fund is required, under regulatory provisions applicable to it as interpreted by the staff of the SEC, to set aside in a segregated account with its custodian bank liquid assets in amounts sufficient at all times to satisfy its obligations under options, futures contracts, forward contracts, swap contracts and other similar instruments.) |
(12) | Under normal circumstances, invest less than 80% of its net assets (plus any borrowings made for investment purposes) in small cap companies. The Fund will provide shareholders with notice at least 60 days in advance of any change to such policy adopted by the Board. Currently, the Fund defines a small cap company to be one whose market capitalization, at the time of purchase, either falls within the capitalization range of the Russell 2000 Value Index, an unmanaged index that measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values, or is $3.5 billion or less. |
The Fund may :
(13) | Pledge its assets to the maximum extent permitted by applicable law. |
Restriction (11) 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.
14
In restriction (12), 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.
Vaughan Nelson Value Opportunity Fund (Value Opportunity Fund) may not:
*(1) | Purchase any security (other than U.S. government securities) if, as a result, more than 25% of the Funds 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, finance companies whose financing activities are related primarily to the activities of their parent companies are classified in the industry of their parents and each foreign countrys government (together with all subdivisions thereof) will be considered to be a separate industry). For purposes of this restriction, securities and other obligations of issuers in the banking industry are considered to be one industry, and asset-backed securities are not considered to be bank obligations. |
*(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) | Purchase or sell commodities, except that the Fund may buy 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. |
*(6) | Act as 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. |
*(7) | 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. |
*(8) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
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.
Westpeak ActiveBeta® Equity Fund (ActiveBeta Equity Fund) may not:
*(1) | Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds 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 and each foreign countrys government (together with all subdivisions thereof) will be considered to be a separate industry. For purposes of this restriction, securities and other obligations of issuers in the banking industry are considered to be one industry, and asset-backed securities are not considered to be bank obligations. |
*(2) | Make short sales of securities or maintain a short position, except that 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. |
15
*(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) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
The Fund may :
*(8) | Purchase and sell commodities to the maximum extent permitted by applicable law. |
Restrictions (2) and (7) 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.
General Notes on Investment Restrictions
Under current pronouncements, certain positions ( e.g ., reverse repurchase agreements) are excluded from the definition of senior security so long as a Fund maintains adequate cover, segregation of assets or otherwise. Similarly, a short sale will not be considered a senior security if a Fund takes certain steps contemplated by SEC staff pronouncements, such as ensuring the short sale transaction is adequately covered.
A Fund may not 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 Funds net assets (based on current value) would then be invested in such securities. This policy may be changed without a shareholder vote. 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 issued pursuant to Rule 144A under the Securities Act of 1933 (the Securities Act) and certain commercial paper, which the adviser or subadviser has determined to be liquid under procedures approved by the Board of Trustees. A Fund will take prompt and reasonable action to reduce its illiquid securities holdings if more than 15% of the Funds net assets are invested in such securities.
With respect to restrictions on borrowing, the 1940 Act limits a Funds ability to borrow money on a non-temporary basis if such borrowings constitute senior securities. In addition to temporary borrowing, a Fund may borrow from any bank, provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by a Fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, a Fund shall, within three days (not including Sundays and holidays) thereafter or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%. The Fund may also borrow money or engage in economically similar transactions if those transactions do not constitute senior securities under the 1940 Act.
ADVISORY FEES
Pursuant to an advisory agreement, AEW has agreed to manage the investment and reinvestment of the assets of the Real Estate Fund, subject to the supervision of the Board of Trustees of Natixis Funds Trust IV. For the services
16
described in the advisory agreement, the Real Estate Fund has agreed to pay AEW an advisory fee at the annual rate set forth in the following table:
Fund |
Date of
Agreement |
Advisory fee payable by Fund to AEW
(as a % of average daily net assets of the Fund) |
||||||||
Real Estate Fund |
10/30/00 |
|
0.80
0.75 |
%
% |
of the first $500 million of amounts in excess of $500 million |
Pursuant to an advisory agreement, Capital Growth Management Limited Partnership (CGM) has agreed to manage the investment and reinvestment of the assets of the Targeted Equity Fund, subject to the supervision of the Board of Trustees of Natixis Funds Trust I. For the services described in the advisory agreement, the Targeted Equity Fund has agreed to pay CGM an advisory fee at the annual rate set forth in the following table:
Fund |
Date of
Agreement |
Advisory fee payable by Fund to CGM
(as a % of average daily net assets of the Fund) |
||||||||
Targeted Equity Fund |
12/31/04 |
|
0.75
0.70 0.65 0.60 |
%
% % % |
of the first $200 million of the next $300 million of the next $1.5 billion of amounts in excess of $2 billion |
Pursuant to separate advisory agreements, Natixis Asset Management Advisors, L.P., (Natixis Advisors) has agreed, subject to the supervision of the Board of Trustees of the relevant trust, to manage the investment and reinvestment of the assets of ActiveBeta Equity Fund, Dynamic Equity Fund, Hansberger International Fund, Large Cap Value Fund, Natixis Oakmark Global Fund, Natixis Oakmark International Fund, Small Cap Value Fund, U.S. Multi-Cap Equity Fund and Value Opportunity Fund, and to provide a range of administrative services to such Funds. Natixis Advisors has also agreed, subject to the supervision of the Board of Trustees of Natixis Funds Trust I, to manage the investment and reinvestment of the assets of the Income Diversified Portfolios disciplines (and to directly manage the investment and reinvestment of the assets of the Active Dividend Equity Discipline through its Active Investment Advisors division) and to provide a range of administrative services to the Fund.
For the services described in the advisory agreements, each such Fund has agreed to pay Natixis Advisors an advisory fee at the annual rate set forth in the following table, reduced by the amount of any subadvisory fees payable directly by a Fund to its subadvisers pursuant to any subadvisory agreement:
Fund |
Date of
Agreement |
Advisory fee payable by Fund to Natixis Advisors
(as a % of average daily net assets of the Fund) |
||||||
ActiveBeta Equity Fund |
7/28/10 | 0.60 | % | |||||
Dynamic Equity Fund |
2/25/10 | 1.00 | % | |||||
Income Diversified Portfolio |
11/01/05 |
|
0.55
0.50 |
%
% |
of the first $1 billion of amounts in excess of $1 billion |
|||
Hansberger International Fund |
10/30/00,
as amended 03/01/04 |
|
0.80
0.75 |
%
% |
of the first $200 million of amounts in excess of $200 million |
|||
Large Cap Value Fund |
10/30/00 |
|
0.70
0.65 0.60 |
%
% % |
of the first $200 million of the next $300 million of the amounts in excess of $500 million |
|||
Natixis Oakmark Global Fund |
12/13/2010 | 0.80 | % | |||||
Natixis Oakmark International Fund |
12/13/2010 | 0.85 | % | |||||
Small Cap Value Fund |
10/30/00,
as amended 03/01/04 |
0.90 | % |
17
Fund |
Date of
Agreement |
Advisory fee payable by Fund to Natixis Advisors
(as a % of average daily net assets of the Fund) |
||||||
U.S. Multi-Cap Equity Fund |
6/1/11* | 0.80 | % | on all assets | ||||
Value Opportunity Fund |
10/31/08 | 0.80 | % |
* | Prior to June 1, 2011, the advisory fee payable by the U.S. Multi-Cap Equity Fund to Natixis Advisors was 0.90% on the first $1 billion of the Funds average daily net assets and 0.80% on amounts in excess of $1 billion of the Funds average daily net assets. |
Natixis Advisors (or AEW, in the case of the Real Estate Fund) has given a binding contractual undertaking for all classes of the Funds in the table below to waive its advisory fee and, if necessary, to reimburse certain expenses, exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes and organizational and extraordinary expenses, such as litigation and indemnification expenses, associated with the Funds, to the extent necessary to limit the Funds expenses to the annual rates indicated below. The undertaking is in effect through April 30, 2012 and will be reevaluated on an annual basis. This undertaking may be terminated before then only with the consent of the Funds Board of Trustees. Natixis Advisors (or AEW in the case of the Real Estate Fund) will be permitted to recover, on a class-by-class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below the annual rate set forth in the relevant undertaking. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed.
Fund |
Expense Limit |
Date of Undertaking |
||||
ActiveBeta Equity Fund |
July 30, 2010 | |||||
Class A |
1.20 | % | ||||
Class C |
1.95 | % | ||||
Class Y |
0.95 | % | ||||
Dynamic Equity Fund* |
May 1, 2011 | |||||
Class A |
1.75 | % | ||||
Class C |
2.50 | % | ||||
Class Y |
1.50 | % | ||||
Income Diversified Portfolio** |
May 1, 2011 | |||||
Class A |
1.25 | % | ||||
Class C |
2.00 | % | ||||
Large Cap Value Fund |
May 1, 2011 | |||||
Class A |
1.30 | % | ||||
Class B |
2.05 | % | ||||
Class C |
2.05 | % | ||||
Class Y |
1.05 | % | ||||
Natixis Oakmark Global Fund*** |
December 15, 2010 | |||||
Class A |
1.40 | % | ||||
Class C |
2.15 | % | ||||
Natixis Oakmark International Fund*** |
December 15, 2010 | |||||
Class A |
1.45 | % | ||||
Class C |
2.20 | % | ||||
Real Estate Fund |
May 1, 2011 | |||||
Class A |
1.50 | % | ||||
Class B |
2.25 | % | ||||
Class C |
2.25 | % | ||||
Class Y |
1.25 | % | ||||
Small Cap Value Fund |
May 1, 2011 | |||||
Class A |
1.45 | % | ||||
Class B |
2.20 | % | ||||
Class C |
2.20 | % | ||||
Class Y |
1.20 | % |
18
Fund |
Expense Limit | Date of Undertaking | ||||||
U.S. Multi-Cap Equity Fund**** |
June 1, 2011 | |||||||
Class A |
1.30 | % | ||||||
Class B |
2.05 | % | ||||||
Class C |
2.05 | % | ||||||
Class Y |
1.05 | % | ||||||
Value Opportunity Fund***** |
May 1, 2011 | |||||||
Class A |
1.40 | % | ||||||
Class C |
2.15 | % | ||||||
Class Y |
1.15 | % |
* | Absolute Asia Asset Management Limited (Absolute Asia) and Natixis Advisors have agreed to share the fee waiver and/or expense reimbursement pursuant to a separate side letter agreement. |
** | Natixis Advisors and each subadviser to the Portfolio have agreed to share the fee waiver and/or expense reimbursement pursuant to separate side letter agreements. |
*** | Harris Associates L.P. (Harris Associates) and Natixis Advisors have agreed to bear the fee waiver and/or expense reimbursement jointly on a pro rata basis relative to their advisory and sub-advisory fees, respectively. |
**** | Natixis Advisors and each subadviser to the Fund have agreed to share the fee waiver and/or expense reimbursement pursuant to separate side letter agreements. |
***** | Vaughan Nelson Investment Management, L.P. (Vaughan Nelson) and Natixis Advisors have agreed to bear the fee waiver and/or expense reimbursement jointly on a pro rata basis relative to their advisory and sub-advisory fees, respectively. |
SUBADVISORY FEES
Each advisory agreement between Natixis Advisors and a Fund provides that Natixis Advisors may delegate its responsibilities thereunder to other parties. Pursuant to separate subadvisory agreements, Natixis Advisors has delegated its portfolio management responsibilities (except for the Active Dividend Equity discipline of Income Diversified Portfolio) to one or more subadvisers, as follows: Absolute Asia, in the case of Dynamic Equity Fund; Hansberger Global Investors, Inc. (Hansberger), in the case of Hansberger International Fund; Harris Associates, in the case of Large Cap Value Fund, Natixis Oakmark Global Fund and Natixis Oakmark International Fund; Vaughan Nelson, in the case of Small Cap Value Fund and Value Opportunity Fund; AEW and Loomis, Sayles & Company, L.P. (Loomis Sayles) (which manages two of the four disciplines), in the case of Income Diversified Portfolio; Westpeak Global Advisors, L.P. (Westpeak) in the case of ActiveBeta Equity Fund; and Harris Associates and Loomis Sayles (which manages three of the four segments as of June 1, 2011), in the case of U.S. Multi-Cap Equity Fund. For the services described in the subadvisory agreements, each Fund has agreed to pay its respective subadviser(s) a subadvisory fee at the annual rate set forth in the following table:
Fund |
Subadviser |
Date of
Subadvisory Agreement |
Subadvisory fee payable to
Subadviser
(as a % of average daily net assets of the Fund/Segment) |
|||||
ActiveBeta Equity Fund | Westpeak | 7/30/2010 | 0.30% | |||||
Dynamic Equity Fund | Absolute Asia | 2/25/2010 | 0.65% | |||||
Income Diversified Portfolio | AEW AEW Diversified REIT Discipline | 11/01/05 |
0.45%
0.40% |
of the first $250 million thereafter |
||||
Loomis Sayles Multi-Sector Bond Investment Discipline | 11/01/05 |
0.35%
0.30% |
of the first $250 million thereafter |
|||||
Loomis Sayles Inflation Protected Securities Discipline | 11/01/05 |
0.25%
0.20% |
of the first $250 million thereafter |
19
Fund |
Subadviser |
Date of Subadvisory Agreement |
Subadvisory fee payable to
Subadviser
(as a % of average daily net assets of the Fund/Segment) |
|||||
Hansberger International Fund | Hansberger | 03/09/07 |
0.45%
0.40% |
of the first $200 million of amounts in excess of $200 million |
||||
Large Cap Value Fund | Harris Associates |
10/29/02, as amended 07/01/05 |
0.45%
0.40% |
of the first $250 million of the amounts in excess of $250 million |
||||
Natixis Oakmark Global Fund | Harris Associates | 12/13/10 | 0.55% | |||||
Natixis Oakmark International Fund | Harris Associates | 12/13/10 | 0.60% | |||||
Small Cap Value Fund | Vaughan Nelson | 03/01/04 | 0.55% | |||||
U.S. Multi-Cap Equity Fund | Harris Associates | 10/30/00, as amended 07/01/05 |
0.45%
0.40% |
of the first $250 million of amounts in excess of $250 million |
||||
Loomis Sayles Mid Cap Growth Segment and Large Cap Growth Segment* |
05/18/01, as amended 06/01/11 |
0.50%
0.45% 0.25% |
of the first $250 million of the Mid Cap Growth Segment of amounts in excess of $250 million of the Mid Cap Growth Segment on all assets of the Large Cap Growth Segment |
|||||
Loomis Sayles Small/Mid Core Segment |
10/30/00, as amended 07/01/05 |
0.50%
0.45% |
of the first $250 million of amounts in excess of $250 million |
|||||
Value Opportunity Fund | Vaughan Nelson | 10/31/08 | 0.50% |
* | Prior to June 1, 2011, BlackRock Investment Management, LLC (BlackRock) served as subadviser to the large cap growth segment of the Fund now managed by Loomis Sayles. The subadvisory fee payable by the Fund to BlackRock was 0.45% on the first $250 million of the segments average daily net assets and 0.40% thereafter. |
For the last three fiscal years, the following table shows the total advisory fees (including subadvisory fees) paid by the Funds, and of these amounts, the total paid to Natixis Advisors and the total paid to a subadviser of a Fund:
ACTIVEBETA EQUITY FUND |
|
|||
12/31/10 1 | ||||
Total Advisory Fee |
$ | 13,329 | ||
Natixis Advisors |
||||
Fee Earned |
$ | 6,665 | ||
Fee Waived |
$ | 6,665 | ||
Total Paid |
| |||
Westpeak |
||||
Fee Earned |
$ | 6,664 | ||
Fee Waived |
$ | 6,664 | ||
Total Paid |
| |||
DYNAMIC EQUITY FUND |
||||
12/31/10 2 | ||||
Total Advisory Fee |
$ | 23,062 | ||
Natixis Advisors |
||||
Fee Earned |
$ | 8,072 | ||
Fee Waived |
$ | 8,072 |
20
Total Paid |
| |||||||||||
Absolute Asia |
||||||||||||
Fee Earned |
$ | 14,990 | ||||||||||
Fee Waived |
$ | 14,990 | ||||||||||
Total Paid |
| |||||||||||
INCOME DIVERSIFIED PORTFOLIO |
||||||||||||
12/31/08 | 12/31/09 | 12/31/10 | ||||||||||
Total Advisory Fee |
$ | 525,593 | $ | 305,826 | $ | 326,508 | ||||||
Natixis Advisors |
||||||||||||
Fee Earned |
$ | 244,572 | $ | 138,075 | $ | 148,493 | ||||||
Fee Waived |
$ | 5,028 | | | ||||||||
Total Paid |
$ | 239,544 | $ | 138,075 | $ | 148,493 | ||||||
AEW |
||||||||||||
Total Paid |
$ | 93,781 | $ | 50,249 | $ | 64,474 | ||||||
Loomis Sayles |
||||||||||||
Total Paid |
$ | 187,240 | $ | 117,502 | $ | 113,541 | ||||||
HANSBERGER INTERNATIONAL FUND |
||||||||||||
12/31/08 | 12/31/09 | 12/31/10 | ||||||||||
Total Advisory Fee |
$ | 1,113,495 | $ | 699,333 | $ | 761,268 | ||||||
Natixis Advisors |
||||||||||||
Total Paid |
$ | 487,152 | $ | 305,958 | $ | 333,055 | ||||||
Hansberger |
||||||||||||
Total Paid |
$ | 626,343 | $ | 393,375 | $ | 428,213 | ||||||
LARGE CAP VALUE FUND |
||||||||||||
12/31/08 | 12/31/09 | 12/31/10 | ||||||||||
Total Advisory Fee |
$ | 1,174,563 | $ | 801,253 | $ | 948,166 | ||||||
Natixis Advisors |
||||||||||||
Fee Earned |
$ | 419,330 | $ | 286,162 | $ | 338,631 | ||||||
Fee Waived |
| $ | 49,256 | $ | 116,053 | |||||||
Total Paid |
$ | 419,330 | $ | 236,906 | $ | 222,578 | ||||||
Harris Associates |
||||||||||||
Total Paid |
$ | 755,233 | $ | 515,091 | $ | 609,535 | ||||||
NATIXIS OAKMARK GLOBAL FUND |
||||||||||||
12/31/10 3 | ||||||||||||
Total Advisory Fee |
$ | 1,805 | ||||||||||
Natixis Advisors |
||||||||||||
Fee Earned |
$ | 564 | ||||||||||
Fee Waived |
$ | 564 | ||||||||||
Total Paid |
| |||||||||||
Harris Associates |
||||||||||||
Fee Earned |
$ | 1,241 | ||||||||||
Fee Waived |
$ | 1,241 | ||||||||||
Total Paid |
| |||||||||||
NATIXIS OAKMARK INTERNATIONAL FUND |
||||||||||||
12/31/10 3 | ||||||||||||
Total Advisory Fee |
$ | 2,015 | ||||||||||
Natixis Advisors |
21
Fee Earned |
$ | 593 | ||||||||||
Fee Waived |
$ | 593 | ||||||||||
Total Paid |
| |||||||||||
Harris Associates |
||||||||||||
Fee Earned |
$ | 1,422 | ||||||||||
Fee Waived |
$ | 1,422 | ||||||||||
Total Paid |
| |||||||||||
REAL ESTATE FUND |
||||||||||||
1/31/09 | 1/31/10 | 1/31/11 | ||||||||||
Total Advisory Fee |
$ | 1,051,634 | $ | 840,850 | $ | 1,638,373 | ||||||
AEW |
||||||||||||
SMALL CAP VALUE FUND |
||||||||||||
12/31/08 | 12/31/09 | 12/31/10 | ||||||||||
Total Advisory Fee |
$ | 1,734,095 | $ | 4,147,115 | $ | 4,954,501 | ||||||
Natixis Advisors |
||||||||||||
Total Paid |
$ | 674,370 | $ | 1,612,767 | $ | 1,926,750 | ||||||
Vaughan Nelson |
||||||||||||
Total Paid |
$ | 1,059,725 | $ | 2,534,348 | $ | 3,027,751 | ||||||
TARGETED EQUITY FUND |
||||||||||||
12/31/08 | 12/31/09 | 12/31/10 | ||||||||||
Total Advisory Fee |
$ | 6,187,294 | $ | 6,278,879 | $ | 6,486,746 | ||||||
CGM |
||||||||||||
U.S. MULTI-CAP EQUITY FUND |
||||||||||||
12/31/08 | 12/31/09 | 12/31/10 | ||||||||||
Total Advisory Fee |
$ | 4,080,490 | $ | 2,773,640 | $ | 3,092,377 | ||||||
Natixis Advisors |
||||||||||||
Fee Earned |
| $ | 1,304,981 | $ | 1,457,688 | |||||||
Fee Waived |
| $ | 53,943 | $ | 177,041 | |||||||
Total Paid |
$ | 1,913,595 | $ | 1,251,038 | $ | 1,280,647 | ||||||
BlackRock 4 |
||||||||||||
Fee Earned |
| $ | 255,068 | $ | 279,314 | |||||||
Fee Waived |
| $ | 2,928 | $ | 15,558 | |||||||
Total Paid |
$ | 367,737 | $ | 252,140 | $ | 263,756 | ||||||
Harris Associates |
||||||||||||
Fee Earned |
| $ | 395,193 | $ | 470,372 | |||||||
Fee Waived |
| $ | 14,409 | $ | 52,155 | |||||||
Total Paid |
$ | 532,656 | $ | 380,784 | $ | 418,217 | ||||||
Loomis Sayles Small/Mid Core Segment |
||||||||||||
Fee Earned |
| $ | 504,508 | $ | 511,621 | |||||||
Fee Waived |
| $ | 18,394 | $ | 56,728 | |||||||
Total Paid |
$ | 764,409 | $ | 486,114 | $ | 454,893 | ||||||
Loomis Sayles Mid Cap Growth Segment |
||||||||||||
Fee Earned |
| $ | 313,890 | $ | 373,382 | |||||||
Fee Waived |
| $ | 11,445 | $ | 41,401 | |||||||
Total Paid |
$ | 502,093 | $ | 302,445 | $ | 331,981 |
22
VALUE OPPORTUNITY FUND |
|
|||||||||||
12/31/08 5 | 12/31/09 | 12/31/10 | ||||||||||
Total Advisory Fee |
$ | 1,241 | $ | 29,113 | $ | 281,290 | ||||||
Natixis Advisors |
||||||||||||
Fee Earned |
$ | 459 | $ | 10,917 | $ | 105,484 | ||||||
Fee Waived |
$ | 459 | $ | 10,917 | $ | 37,016 | ||||||
Total Paid |
$ | 0 | $ | 0 | $ | 68,468 | ||||||
Vaughan Nelson |
||||||||||||
Fee Earned |
$ | 782 | $ | 18,196 | $ | 175,806 | ||||||
Fee Waived |
$ | 782 | $ | 18,196 | $ | 61,695 | ||||||
Total Paid |
| | $ | 114,111 |
1 |
ActiveBeta Equity Fund commenced operations on July 30, 2010. |
2 |
Dynamic Equity Fund commenced operations on February 26, 2010. |
3 |
Natixis Oakmark Global Fund and Natixis Oakmark International Fund commenced operations on December 15, 2010. |
4 |
Prior to June 1, 2011, BlackRock served as subadviser to the large cap growth segment of the Fund now managed by Loomis Sayles. |
5 |
Value Opportunity Fund commenced operations on October 31, 2008. |
For more information about the Funds advisory and subadvisory agreements, see Investment Advisory and Other Services.
The table below shows the expenses of the Funds that were reimbursed by Natixis Advisors (or AEW, in the case of Real Estate Fund) for the fiscal years ended January 31, 2009, January 31, 2010 and January 31, 2011 for the Real Estate Fund, and for the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010 for the other Funds:
Fund |
Fiscal
Year
Ended 1/31/09 |
Fiscal
Year
Ended 1/31/10 |
Fiscal
Year
Ended 1/31/11 |
|||||||||
Real Estate Fund |
$ | 14,839 | $ | 82,020 | | |||||||
Fund |
Fiscal
Year
Ended 12/31/08 |
Fiscal
Year
Ended 12/31/09 |
Fiscal
Year
Ended 12/31/10 |
|||||||||
ActiveBeta Equity Fund 1 |
| | $ | 84,267 | ||||||||
Dynamic Equity Fund 2 |
| | $ | 173,561 | ||||||||
Large Cap Value Fund |
| $ | 169,298 | | ||||||||
Natixis Oakmark Global Fund 3 |
| | $ | 48,413 | ||||||||
Natixis Oakmark International Fund 3 |
| | $ | 48,672 | ||||||||
Small Cap Value Fund |
$ | 102,201 | $ | 112,856 | | |||||||
U.S. Multi-Cap Equity Fund |
$ | 25,925 | $ | 389,314 | | |||||||
Value Opportunity Fund 4 |
$ | 57,369 | $ | 172,974 | |
1 |
ActiveBeta Equity Fund commenced operations on July 30, 2010. |
2 |
Dynamic Equity Fund commenced operations on February 26, 2010. |
3 |
Natixis Oakmark Global Fund and Natixis Oakmark International Fund commenced operations on December 15, 2010. |
4 |
Value Opportunity Fund commenced operations on October 31, 2008. |
The table below shows advisory fees and/or other expenses recovered by Natixis Advisors (or AEW, in the case of Real Estate Fund) for the fiscal years ended January 31, 2009, January 31, 2010 and January 31, 2011 for the Real Estate Fund, and ended December 31, 2008, December 31, 2009 and December 31, 2010 for the other Funds.
Fund |
Fiscal Year
Ended
1/31/09 |
Fiscal Year
Ended
1/31/10 |
Fiscal Year
Ended
1/31/11 |
|||||||||
Real Estate Fund |
| | $ | 18,433 |
23
Fund |
Fiscal Year
Ended
12/31/08 |
Fiscal Year
Ended
12/31/09 |
Fiscal Year
Ended
12/31/10 |
|||||||||
Small Cap Value Fund |
| $ | 3,358 | |
BROKERAGE COMMISSIONS
Set forth below are the amounts each Fund paid in brokerage commissions and the amount of brokerage transactions allocated to brokers providing research services during the last three fiscal years.
For a description of how transactions in portfolio securities are effected and how the Funds advisers or subadvisers select brokers, see the section entitled Portfolio Transactions and Brokerage in this Statement.
ActiveBeta Equity Fund |
|
|||
Fiscal Year
Ended
12/31/10 1 |
||||
Brokerage Transactions |
||||
Allocated to Brokers Providing Research Services |
$ | 1,149,929 | ||
Brokerage Commissions |
||||
Total Brokerage Commissions Paid |
$ | 7,894 | ||
Commissions Paid to Brokers Providing Research Services |
$ | |
1 |
The Fund commenced operations on July 30, 2010. |
Dynamic Equity Fund |
|
|||
Fiscal Year
Ended
12/31/10 1 |
||||
Brokerage Transactions |
||||
Allocated to Brokers Providing Research Services |
$ | 847,247 | ||
Brokerage Commissions |
||||
Total Brokerage Commissions Paid |
$ | 6,969 | ||
Commissions Paid to Brokers Providing Research Services |
$ | |
1 |
The Fund commenced operations on February 26, 2010. |
Income Diversified Portfolio |
|
|||||||||||
Fiscal Year Ended
12/31/08 |
Fiscal Year Ended
12/31/09 |
Fiscal Year Ended
12/31/10 |
||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | | $ | | $ | | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 22,607 | $ | 12,294 | $ | 9,009 | ||||||
Commissions Paid to Brokers Providing Research Services |
$ | | $ | | $ | | ||||||
Commissions Paid to Affiliated Brokers |
$ | | $ | | $ | |
Hansberger International Fund |
|
|||||||||||
Fiscal Year Ended
12/31/08 |
Fiscal Year Ended
12/31/09 |
Fiscal Year Ended
12/31/10 |
||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 95,469,396 | $ | 41,300,222 | $ | 46,619,728 | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 187,078 | $ | 106,644 | $ | 96,873 |
24
Commissions Paid to Brokers Providing Research Services |
$ | 161,165 | $ | 83,130 | $ | 77,500 |
Large Cap Value Fund |
|
|||||||||||
Fiscal Year
Ended
12/31/08 |
Fiscal Year
Ended
12/31/09 |
Fiscal Year
Ended
12/31/10 |
||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 32,328,719 | $ | 245,114,803 | $ | 81,655,948 | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 95,654 | $ | 158,174 | $ | 40,223 | ||||||
Commissions Paid to Brokers Providing Research Services |
$ | 82,459 | $ | 21,393 | $ | 6,725 |
Natixis Oakmark Global Fund |
|
|||
Fiscal Year Ended
12/31/10 1 |
||||
Brokerage Transactions |
||||
Allocated to Brokers Providing Research Services |
$ | 4,291,325 | ||
Brokerage Commissions |
||||
Total Brokerage Commissions Paid |
$ | 1,824 | ||
Commissions Paid to Brokers Providing Research Services |
$ | 63 |
1 |
The Fund commenced operations on December 15, 2010. |
Natixis Oakmark International Fund |
|
|||
Fiscal Year
Ended
12/31/10 1 |
||||
Brokerage Transactions |
||||
Allocated to Brokers Providing Research Services |
$ | 5,036,262 | ||
Brokerage Commissions |
||||
Total Brokerage Commissions Paid |
$ | 2,419 | ||
Commissions Paid to Brokers Providing Research Services |
$ | 95 |
1 |
The Fund commenced operations on December 15, 2010. |
Real Estate Fund |
|
|||||||||||
Fiscal Year
Ended
1/31/09 |
Fiscal Year
Ended
1/31/10 |
Fiscal Year
Ended
1/31/11 |
||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | | $ | | $ | | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 71,542 | $ | 63,316 | $ | 98,051 | ||||||
Commissions Paid to Brokers Providing Research Services |
$ | | $ | | $ | |
Small Cap Value Fund |
|
|||||||||||
Fiscal Year
Ended
12/31/08 |
Fiscal Year
Ended
12/31/09 |
Fiscal Year
Ended
12/31/10 |
||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 175,384,405 | $ | 367,194,603 | $ | 351,173,896 | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 371,557 | $ | 1,011,616 | | $ | 904,301 |
25
Commissions Paid to Brokers Providing Research Services |
$ | 192,776 | $ | 465,271 | $ | 294,774 |
|
The total brokerage commissions paid by the Small Cap Value Fund increased significantly from 2008 to 2009 as a result of a corresponding increase in the size of the Funds portfolio. |
Targeted Equity Fund |
|
|||||||||||
Fiscal Year
Ended
12/31/08 |
Fiscal Year
Ended
12/31/09 |
Fiscal Year
Ended
12/31/10 |
||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 3,426,395,316 | $ | 2,266,972,024 | $ | 2,170,649,992 | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 3,230,824 | $ | 2,356,193 | $ | 2,396,965 | ||||||
Commissions Paid to Brokers Providing Research Services |
$ | 2,980,036 | $ | 2,195,381 | $ | 2,185,211 |
U.S. Multi-Cap Equity Fund |
|
|||||||||||
Fiscal Year Ended
12/31/08 |
Fiscal Year Ended
12/31/09 |
Fiscal Year Ended
12/31/10 |
||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 892,117,903 | $ | 546,960,579 | $ | 463,350,022 | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 885,054 | $ | 827,487 | $ | 565,306 | ||||||
Commissions Paid to Brokers Providing Research Services |
$ | 437,706 | $ | 416,607 | $ | 411,847 | ||||||
Commissions Paid to Affiliated Brokers |
||||||||||||
Natixis Bleichroder |
$ | | $ | 221 | $ | | ||||||
Empirical* |
$ | | $ | | $ | | ||||||
ISI* |
$ | | $ | | $ | | ||||||
Washington Analysis* |
$ | | $ | | $ | | ||||||
Merrill Lynch* |
$ | 20,862 | $ | | $ | | ||||||
Piper Jaffray*/** |
$ | 140 | $ | | $ | |
* | Empirical, ISI, Washington Analysis, Merrill Lynch and Piper Jaffray are or were affiliated persons of BlackRock, which served as subadviser to the Portfolio during the periods shown. |
**Commissions | reflect period July 1- September 10, 2008, during which Piper Jaffrey was an affiliated broker of BlackRock. |
Value Opportunity Fund |
|
|||||||||||
Fiscal Year
Ended
12/31/08 1 |
Fiscal Year Ended
12/31/09 |
Fiscal Year Ended
12/31/10 |
||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 82,139 | $ | 6,689,204 | $ | 60,805,981 | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 1,061 | $ | 13,057 | | $ | 93,862 | |||||
Commissions Paid to Brokers Providing Research Services |
$ | 90 | $ | 8,031 | $ | 63,468 |
1 |
The Fund commenced operations on October 31, 2008. |
|
The total brokerage commissions paid by the Value Opportunity Fund increased significantly from 2008 to 2009 as a result of a corresponding increase in the size of the Funds portfolio and the amount of time that the Fund was in operation in 2009 compared to 2008. |
REGULAR BROKER-DEALERS
The following table contains the aggregate value of securities of each Funds regular broker-dealers* (or the parent of the regular broker-dealers) held by each Fund, if any, as of the fiscal year ended December 31, 2010 (January 31, 2011 for Real Estate Fund).
26
Fund |
Regular Broker-Dealer |
Aggregate Value of Securities of each Regular Broker or Dealer (or its Parent) Held by Fund |
||||
ActiveBeta Equity Fund |
JP Morgan Securities, Inc. Wells Fargo Securities, LLC Goldman Sachs & Co. Banc of America Securities Corp Morgan Stanley & Co., Inc. Citigroup Global Markets, Inc. State Street Bank and Trust Co. |
$
$ $ $ $ $ $ |
68,381
59,873 36,827 36,472 26,203 20,703 4,727 |
|
||
Income Diversified Portfolio |
JP Morgan Chase Securities, Inc. HSBC Securities (U.S.A.), Inc. Banc of America Securities Corp Citigroup Global Markets, Inc. Credit Suisse Securities (USA) LLC Chevron Corp Morgan Stanley & Co., Inc. Merrill, Lynch, Pierce, Fenner & Smith, Inc. Barclays Bank PLC |
$
$ $ $ $ $ $ $ $ |
738,149
413,336 365,648 313,582 272,079 265,081 210,499 202,603 173,280 |
|
||
Hansberger International Fund |
HSBC Securities (U.S.A.), Inc. Credit Suisse Securities (USA) LLC Barclays Bank PLC |
$
$ $ |
1,203,815
976,344 581,161 |
|
||
Large Cap Value Fund |
JP Morgan Chase Securities, Inc. Wells Fargo Securities, LLC |
$
$ |
5,701,248
2,277,765 |
|
||
Natixis Oakmark Global Fund |
Credit Suisse Securities (USA) LLC | $ | 157,072 | |||
Natixis Oakmark International Fund |
Credit Suisse Securities (USA) LLC | $ | 177,210 | |||
Targeted Equity Fund |
American Express Credit Corp | $ | 16,500,000 | |||
U.S. Multi-Cap Equity Fund |
JP Morgan Chase Securities, Inc. | $ | 4,381,986 |
SALES CHARGES AND DISTRIBUTION AND SERVICE (12B-1) FEES
As explained in this Statement, the Class A, Class B (where applicable) and Class C shares of each Fund pay the Distributor fees under plans adopted pursuant to Rule 12b-1 under the 1940 Act (Plans). The following table shows the amounts of Rule 12b-1 fees paid by the Funds under the Plans during the past three fiscal years. All amounts paid under the Plans during the last fiscal year were paid as compensation to the Distributor. Compensation payable under the Plans may be paid regardless of the Distributors expenses. The anticipated benefits to the Funds of the Plans include the ability to attract and maintain assets.
Fund |
Fiscal Year
Ended
1/31/09 |
Fiscal Year
Ended
1/31/10 |
Fiscal Year
Ended
1/31/11 |
|||||||||
Real Estate Fund |
||||||||||||
Class A |
$ | 159,488 | $ | 105,121 | $ | 155,746 | ||||||
Class B |
$ | 75,649 | $ | 34,124 | $ | 31,514 | ||||||
Class C |
$ | 147,954 | $ | 74,937 | $ | 92,328 |
27
Fund |
Fiscal Year
Ended
12/31/08 |
Fiscal Year
Ended
12/31/09 |
Fiscal Year
Ended
12/31/10 |
|||||||||
ActiveBeta Equity Fund |
||||||||||||
Class A |
$ | 1 | * | |||||||||
Class C |
$ | 4 | * | |||||||||
Dynamic Equity Fund |
||||||||||||
Class A |
$ | 63 | ** | |||||||||
Class C |
$ | 196 | ** | |||||||||
Income Diversified Portfolio |
||||||||||||
Class A |
$ | 113,014 | $ | 75,134 | $ | 86,851 | ||||||
Class C |
$ | 503,567 | $ | 255,510 | $ | 246,247 | ||||||
Hansberger International Fund |
||||||||||||
Class A |
$ | 251,212 | $ | 168,356 | $ | 187,957 | ||||||
Class B |
$ | 188,700 | $ | 86,645 | $ | 71,768 | ||||||
Class C |
$ | 198,324 | $ | 114,098 | $ | 127,988 | ||||||
Large Cap Value Fund |
||||||||||||
Class A |
$ | 331,563 | $ | 235,057 | $ | 283,391 | ||||||
Class B |
$ | 152,971 | $ | 76,137 | $ | 64,834 | ||||||
Class C |
$ | 108,703 | $ | 62,182 | $ | 72,531 | ||||||
Natixis Oakmark Global Fund |
||||||||||||
Class A |
$ | 553 | *** | |||||||||
Class C |
$ | 46 | *** | |||||||||
Natixis Oakmark International Fund |
||||||||||||
Class A |
$ | 569 | *** | |||||||||
Class C |
$ | 94 | *** | |||||||||
Small Cap Value Fund |
||||||||||||
Class A |
$ | 316,076 | $ | 660,710 | $ | 706,623 | ||||||
Class B |
$ | 178,059 | $ | 103,343 | $ | 89,181 | ||||||
Class C |
$ | 215,383 | $ | 311,580 | $ | 374,797 | ||||||
Targeted Equity Fund |
||||||||||||
Class A |
$ | 1,990,225 | $ | 1,622,811 | $ | 1,726,537 | ||||||
Class B |
$ | 227,932 | $ | 122,150 | $ | 103,365 | ||||||
Class C |
$ | 481,317 | $ | 646,657 | $ | 743,694 | ||||||
U.S. Multi-Cap Equity Fund |
||||||||||||
Class A |
$ | 825,839 | $ | 604,952 | $ | 706,023 | ||||||
Class B |
$ | 759,893 | $ | 364,558 | $ | 312,180 | ||||||
Class C |
$ | 363,382 | $ | 249,151 | $ | 281,049 | ||||||
Value Opportunity Fund |
||||||||||||
Class A |
$ | 3 | **** | $ | 2,145 | $ | 19,292 | |||||
Class C |
$ | 27 | **** | $ | 1,235 | $ | 4,865 |
* |
ActiveBeta Equity Fund commenced operations on July 30, 2010. |
** |
Dynamic Equity Fund commenced operations on February 26, 2010. |
** * |
Natixis Oakmark Global Fund and Natixis Oakmark International Fund commenced operations on December 15, 2010. |
**** |
Value Opportunity Fund commenced operations on October 31, 2008. |
28
For the fiscal period ended December 31, 2010 (January 31, 2011 for the Real Estate Fund), the Distributor used the Rule 12b-1 fees paid by the Funds under the Plans as follows:
Fund |
Compensation
to
Broker-Dealers |
Class B share
Financing* |
Retained
by
Distributor |
Total | ||||||||||||
ActiveBeta Equity Fund 1 |
| | $ | 5 | $ | 5 | ||||||||||
Dynamic Equity Fund 2 |
$ | 259 | | | $ | 259 | ||||||||||
Income Diversified Portfolio |
$ | 333,098 | | | $ | 333,098 | ||||||||||
Hansberger International Fund |
$ | 334,100 | $ | 53,613 | | $ | 387,713 | |||||||||
Large Cap Value Fund |
$ | 372,318 | $ | 48,438 | | $ | 420,756 | |||||||||
Natixis Oakmark Global Fund 3 |
$ | 599 | | | $ | 599 | ||||||||||
Natixis Oakmark International Fund 3 |
$ | 663 | | | $ | 663 | ||||||||||
Real Estate Fund |
$ | 255,390 | $ | 24,198 | | $ | 279,588 | |||||||||
Small Cap Value Fund |
$ | 1,103,964 | $ | 66,637 | | $ | 1,170,601 | |||||||||
Targeted Equity Fund |
$ | 2,496,366 | $ | 77,230 | | $ | 2,573,596 | |||||||||
U.S. Multi-Cap Equity Fund |
$ | 1,065,993 | $ | 233,259 | | $ | 1,299,252 | |||||||||
Value Opportunity Fund |
$ | 24,157 | | | $ | 24,157 |
* | Class B shares of the Funds are no longer offered for sale. See Distribution Agreements and Rule 12b-1 Plans in the section Investment Advisory and Other Services for more information. |
1 |
ActiveBeta Equity Fund commenced operations on July 30, 2010. |
2 |
Dynamic Equity Fund commenced operations on February 26, 2010. |
3 |
Natixis Oakmark Global Fund and Natixis Oakmark International Fund commenced operations on December 15, 2010. |
As of April 1, 2011, to the Trusts knowledge, the following persons owned of record or beneficially 5% or more of the outstanding shares of the indicated classes of the Funds set forth below.*
FUND |
SHAREHOLDER |
PERCENTAGE |
||||
Active Beta Equity Fund 1 |
|
|||||
Class A |
Natixis Global Asset Management L.P. Boston, MA 02116-3368 |
99.94 | % | |||
Class C |
Natixis Global Asset Management L.P. Boston, MA 02116-3368 |
99.94 | % | |||
Class Y |
Natixis Global Asset Management L.P. Boston, MA 02116-3368 |
99.99 | % | |||
Dynamic Equity Fund 2 |
||||||
Class A |
LPL Financial San Diego, CA 92121-1968 |
36.88 | % | |||
Michelle D Quillico & Walter D Quillico Allen Park, MI 48101 |
12.42 | % | ||||
Raymond James & Association Inc. Plymouth, MI 48170 |
11.99 | % | ||||
Joseph Blanchard Novelty, OH 44072 |
11.09 | % | ||||
NFS LLC FEBO Manchester, MA 01944 |
5.18 | % |
29
FUND |
SHAREHOLDER |
PERCENTAGE |
||||
Class C |
NFS LLC FEBO Bluffton, SC 29909 |
51.43 | % | |||
LPL Financial San Diego, CA 92121-1968 |
45.08 | % | ||||
Class Y |
Natixis Global Asset Management L.P. Boston, MA 02116-3368 |
99.83 | % | |||
Hansberger International Fund |
||||||
Class C |
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
21.66 | % | |||
UBS WM USA Jersey City, NJ 07310-2055 |
16.44 | % | ||||
Pershing LLC Jersey City, NJ 07303 |
5.08 | % | ||||
Morgan Stanley Smith Barney Jersey City, NJ 07311 |
5.07 | % | ||||
Income Diversified Portfolio 3,4 |
||||||
Class A |
Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 |
54.70 | % | |||
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
15.05 | % | ||||
UBS WM USA Jersey City, NJ 07310-2055 |
5.26 | % | ||||
Class C |
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
52.47 | % | |||
UBS WM USA Jersey City, NJ 07310-2055 |
11.06 | % | ||||
Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 |
10.20 | % | ||||
Large Cap Value Fund |
||||||
Class A |
NFS LLC FEBO Hot Springs, AR 71913 |
5.73 | % | |||
Class B |
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
5.02 | % | |||
Class C |
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
47.68 | % | |||
Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 |
7.84 | % |
30
FUND |
SHAREHOLDER |
PERCENTAGE |
||||
Charles Schwab & Co Inc. San Francisco, CA 94104-4151 |
13.44 | % | ||||
Class Y |
Charles Schwab & Co Inc. San Francisco, CA 94104-4151 |
52.85 | % | |||
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
14.02 | % | ||||
Virginia G Moose & James M Moose JR. Revocable Trust Sacramento, CA 95818-3707 |
6.13 | % | ||||
Natixis Oakmark Global Fund 5 |
||||||
Class A |
Natixis Global Asset Management L.P. Boston, MA 02116-3368 |
94.02 | % | |||
Class C |
Janney Montgomery Scott LLC Philadelphia, PA 19103 |
20.29 | % | |||
UBS WM USA Jersey City, NJ 07310-2055 |
18.25 | % | ||||
Morgan Stanley Smith Barney Jersey City, NJ 07311 |
11.98 | % | ||||
Natixis Oakmark International Fund 6 |
||||||
Class A |
Natixis Global Asset Management L.P. Boston, MA 02116-3368 |
83.92 | % | |||
Class C |
UBS WM USA Jersey City, NJ 07310-2055 |
38.09 | % | |||
Morgan Stanley Smith Barney Jersey City, NJ 07311 |
15.52 | % | ||||
RBC Capital Markets LLC Minneapolis, MN 55402 |
11.01 | % | ||||
Real Estate Fund 7 |
||||||
Class A |
UBS WM USA Jersey City, NJ 07310-2055 |
16.86 | % | |||
Hanys Upstate Plans UTICA, NY 13502-6317 |
16.85 | % | ||||
Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 |
16.77 | % | ||||
Community Bank NA Trust Utica, NY 13502-6317 |
6.94 | % | ||||
Class C |
Charles Schwab & Co Inc. San Francisco, CA 94104-4151 |
29.41 | % |
31
FUND |
SHAREHOLDER |
PERCENTAGE |
||||
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
17.27 | % | ||||
UBS WM USA Jersey City, NJ 07310-2055 |
9.75 | % | ||||
Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 |
8.49 | % | ||||
Wells Fargo Bank NA Minneapolis, MN 55480-1533 |
7.69 | % | ||||
Class Y |
NFS LLS FEBO Dallas, TX 75283-1575 |
66.14 | % | |||
Small Cap Value Fund |
||||||
Class A |
NFS LLC FEBO Boston, MA 02111 |
24.59 | % | |||
UBS WM USA Jersey City, NJ 07310-2055 |
10.96 | % | ||||
Charles Schwab & Co Inc. San Francisco, CA 94104-4151 |
8.04 | % | ||||
NFS LLC FEBO Lewisville, TX 75067 |
6.11 | % | ||||
Class C |
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
25.47 | % | |||
Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 |
12.84 | % | ||||
UBS WM USA Jersey City, NJ 07310-2055 |
7.62 | % | ||||
Class Y |
Charles Schwab & Co Inc. San Francisco, CA 94104-4151 |
35.77 | % | |||
LPL Financial San Diego, CA 92121-1968 |
19.78 | % | ||||
The Vangaurd Fiduciary Trust Wayne, PA 19087-1816 |
13.01 | % | ||||
Parbanc Co Parkersburg, WV 26101-5144 |
10.22 | % | ||||
Maril & Co Milwaukee, WI 53224 |
5.06 | % | ||||
Targeted Equity Fund |
||||||
Class A |
UBS WM USA | 6.45 | % |
32
FUND |
SHAREHOLDER |
PERCENTAGE |
||||
Jersey City, NJ 07310-2055 | ||||||
OTC Custodian FBO NEF Agents Retirement Plans Greenwood Village, CO 80111-5002 |
5.03 | % | ||||
Class C |
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
41.92 | % | |||
Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 |
11.30 | % | ||||
Morgan Stanley Smith Barney Jersey City, NJ 07311 |
10.66 | % | ||||
UBS WM USA Jersey City, NJ 07310-2055 |
8.34 | % | ||||
Class Y |
Merrill Lynch Pierce Fenner & Smith, Inc. Jacksonville, FL 32246-6484 |
50.51 | % | |||
Equitable Trust Company Nashville, TN 37205-2314 |
20.41 | % | ||||
U.S. Multi-Cap Equity Fund |
||||||
Class C |
UBS WM USA Jersey City, NJ 07310-2055 |
17.54 | % | |||
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
12.04 | % | ||||
Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 |
6.00 | % | ||||
Class Y |
Orchard Trust Company Greenwood Village, CO 80111-5002 |
67.26 | % | |||
MLPF&S For the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 |
17.65 | % | ||||
LPL Financial San Diego, CA 92121 |
8.48 | % | ||||
Value Opportunity Fund 8 |
||||||
Class A |
Charles Schwab & Co Inc. San Francisco, CA 94104-4151 |
32.16 | % | |||
UBS WM USA Jersey City, NJ 07310-2055 |
23.93 | % | ||||
Class C |
UBS WM USA Jersey City, NJ 07310-2055 |
40.40 | % | |||
RBC Capital Markets LLC Minneapolis, MN 55402 |
9.27 | % |
33
FUND |
SHAREHOLDER |
PERCENTAGE |
||||
Class Y |
Charles Schwab & Co Inc. San Francisco, CA 94104-4151 |
29.17 | % | |||
Taynik & Co Quincy, MA 02169 |
11.01 | % | ||||
The Fulton Company Lancaster, PA 17604 |
9.02 | % | ||||
LPL Financial San Diego, CA 92121-1968 |
6.00 | % |
* | 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 the 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 Funds shares without the approval of the controlling shareholder. |
1 |
As of April 1, 2011, Natixis Global Asset Management, L.P., 399 Boylston St, Boston, MA 02116, owned 99.96% of the ActiveBeta Equity Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Natixis Global Asset Management, L.P. |
2 |
As of April 1, 2011, Natixis Global Asset Management, L.P., 399 Boylston St, Boston, MA 02116, owned 95.72% of the Dynamic Equity Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Natixis Global Asset Management, L.P. |
3 |
As of April 1, 2011, CitiGroup Global Markets, Inc., Owings Mills, MD 21117-3256, owned 35.37% of the Income Diversified Portfolio and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than CitiGroup Global Markets, Inc. |
4 |
As of April 1, 2011, Merrill Lynch Pierce Fenner & Smith Inc., Jacksonville FL 32246-6484, owned 31.30% of the Income Diversified Portfolio and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Merrill Lynch Pierce Fenner & Smith. |
5 |
As of April 1, 2011, Natixis Global Asset Management, L.P., 399 Boylston St, Boston, MA 02116, owned 82.00% of the Natixis Oakmark Global Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Natixis Global Asset Management, L.P. |
6 |
As of April 1, 2011, Natixis Global Asset Management, L.P., 399 Boylston St, Boston, MA 02116, owned 67.49% of the Natixis Oakmark International Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Natixis Global Asset Management, L.P. |
7 |
As of April 1, 2011, NFS LLC, Bridger, MT 59014-9506, owned 54.36% of the Real Estate Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than NFS LLC. |
8 |
As of April 1, 2011, Charles Schwab & Co., Inc., San Francisco, CA 94104-4122, owned 29.37% of the Value Opportunity Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Charles Schwab. |
Natixis Funds Trust I is registered with the SEC as an open-end management investment company and is organized as a Massachusetts business trust under the laws of Massachusetts by a Declaration of Trust dated June 7, 1985, as amended and restated on June 2, 2005, and is a series company as described in Section 18(f)(2) of the 1940 Act, as amended. Currently, each series of the Trust is diversified except for Dynamic Equity Fund. The name of the Trust has changed several times since its organization as noted below:
Trust Name |
Date |
|
The New England Life Government Securities Trust | June 1985 to August 1986 | |
The New England Funds |
September 1986 to March 1994 |
34
New England Funds Trust I | April 1994 to January 2000 | |
Nvest Funds Trust I |
February 2000 to April 2001 | |
CDC Nvest Funds Trust I |
May 2001 to April 2005 | |
IXIS Advisor Funds Trust I |
May 2005 to August 2007 | |
Natixis Funds Trust I |
August 2007 to present |
Natixis Funds Trust I has nine (9) separate portfolios. Loomis Sayles Core Plus Bond Fund has a different fiscal year end and information regarding this portfolio can be found in the Natixis Funds Statement of Additional Information dated February 1, 2011. Dynamic Equity Fund was organized in 2010 and commenced operations on February 26, 2010. Income Diversified Portfolio was organized in 2005 and commenced operations on November 17, 2005. Prior to August 1, 2007, Income Diversified Portfolio was named IXIS Income Diversified Portfolio. Hansberger International Fund was organized in 1995 and commenced operations on December 29, 1995. Prior to March 1, 2004, Hansberger International Fund was named CDC Nvest Star International Fund. Natixis Oakmark Global Fund and Natixis Oakmark International Fund were organized in 2010 and commenced operations on December 15, 2010. Small Cap Value Fund was organized in 1996 and commenced operations on December 31, 1996. Prior to March 1, 2004, Small Cap Value Fund was named CDC Nvest Star Small Cap Fund. Targeted Equity Fund is the successor of NEL Growth Funds, Inc., which commenced operations in 1968. U.S. Multi-Cap Equity Fund was organized in 1994 and commenced operations on July 7, 1994. Prior to June 1, 2011, U.S. Multi-Cap Equity Fund was named Natixis U.S. Diversified Portfolio.
Natixis Funds Trust II is registered with the SEC as an open-end management investment company and is organized as a Massachusetts business trust under the laws of Massachusetts pursuant to a Declaration of Trust dated May 6, 1931, as amended and restated on June 2, 2005, and consisted of a single Fund (now the Large Cap Value Fund) until January 1989, when the Trust was reorganized as a series company as described in Section 18(f)(2) of the 1940 Act. Currently, each series of the Trust except the Loomis Sayles Multi-Asset Real Return Fund is diversified. The name of the Trust has changed several times since its organization as noted below:
Trust Name |
Date |
|
Investment Trust of Boston |
May 1931 to November 1988 | |
Investment Trust of Boston Funds |
December 1988 to April 1992 | |
TNE Funds Trust |
April 1992 to March 1994 | |
New England Funds Trust II |
April 1994 to January 2000 | |
Nvest Funds Trust II |
January 2000 to April 2001 | |
CDC Nvest Funds Trust II |
May 2001 to April 2005 | |
IXIS Advisor Funds Trust II |
May 2005 to August 2007 | |
Natixis Funds Trust II |
August 2007 to present |
Natixis Funds Trust II currently has eight (8) separate portfolios. Information for five of these portfolios can be found in the Statement of Additional Information for the ASG Global Alternatives Fund, ASG Diversifying Strategies Fund, ASG Managed Futures Fund, Loomis Sayles Absolute Strategies Fund and Loomis Sayles Multi-Asset Real Return Fund dated May 1, 2011. ActiveBeta Equity Fund was organized in 2010 and commenced operations on July 30, 2010. Large Cap Value Fund was organized in 1931 and commenced operations on May 6, 1931. Prior to March 1, 2004, Large Cap Value Fund was named Harris Associates Growth and Income Fund. Value Opportunity Fund was organized in 2008 and commenced operations on October 31, 2008.
Natixis Funds Trust IV is registered with the SEC as an open-end management investment company and is organized as a Massachusetts business trust under the laws of Massachusetts by a Declaration of Trust dated March 17, 2000, as amended, and is a series company as described in Section 18(f) (2) of the 1940 Act. The sole series of the Trust is diversified. The name of the Trust has changed several times since its organization as noted below:
Trust Name |
Date |
|
Nvest Companies Trust I |
March 2000 to April 2001 | |
CDC Nvest Companies Trust I |
May 2001 to April 2005 | |
IXIS Advisor Funds Trust IV |
May 2005 to August 2007 | |
Natixis Funds Trust IV |
August 2007 to present |
Natixis Funds Trust IV has one portfolio, the Real Estate Fund, which commenced operations on September 1, 2000.
35
Investment Strategies
The following is a list of certain investment strategies, including particular types of securities, instruments, or specific practices, which may be used by the adviser or subadviser of a Fund in managing the Fund. Each Funds principal strategies are detailed in its Prospectus. Due to the multi-manager approach of Income Diversified Portfolio and U.S. Multi-Cap Equity Fund, investing in a certain security or engaging in a certain practice may be a principal strategy for one segment of a Fund and a secondary strategy for another segment of such Fund. 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 and unless a strategy, practice or security is specifically prohibited by the investment restrictions listed in the Prospectus, in the section Investment Restrictions of this Statement or under applicable law, each Fund may engage in strategies and invest in securities and instruments in addition to those listed below. The adviser or subadviser 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. A Fund is not required to engage in a particular transaction or invest in any security or instrument, even if to do so might benefit the Fund. The adviser or subadviser may invest in some securities under a given category as a primary strategy and in other securities under the same category as a secondary strategy. The adviser or subadviser 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 the Prospectus or this Statement.
Fund |
Securities |
Practices |
||
ActiveBeta Equity Fund |
Debt Securities (Asset-Backed Securities, Below Investment-Grade Fixed-Income Securities, Investment Grade Fixed-Income Securities, Zero-Coupon Securities, Rule 144A and Section 4(2) Commercial Paper, U.S. Government Securities) Equity Securities (Corporate Reorganizations, Investment Companies, REITs, Real Estate Securities, Warrants) Foreign Securities Depositary Receipts, Emerging Markets Money Market Instruments |
When-Issued Securities Illiquid Securities Repurchase Agreements Securities Lending Commodities |
||
Dynamic Equity Fund |
Debt Securities (Convertible Securities, Rule 144A Securities) Equity Securities (Corporate Reorganizations, Investment Companies, Preferred Stock, REITs, Real Estate Securities, Warrants) Foreign Securities (Depositary Receipts, Emerging Markets, Foreign Investment, Foreign Investment Companies) Money Market Instruments |
Futures Contracts Illiquid Securities Initial Public Offerings Private Placements Repurchase Agreements Rights Securities Lending |
36
Fund |
Securities |
Practices |
||
Income Diversified Portfolio |
Debt Securities (Asset-Backed Securities, Bank Loans, Collateralized Mortgage Obligations, Below Investment-Grade Fixed-Income Securities, Investment Grade Fixed-Income Securities, Mortgage-related Securities, Structured Notes, Stripped Securities, Step Coupon Securities, Zero-Coupon Securities, Pay-in-Kind Securities, Convertible Securities, U.S. Government Securities) Equity Securities (Corporate Reorganizations, Investment Companies, REITs, Real Estate Securities, Preferred Securities) Foreign Securities (Bonds, Supranational Entities, Developed Markets, Currency Hedging Transactions, Depositary Receipts, Emerging Markets, Foreign Currency) Money Market Instruments |
Initial Public Offerings When-Issued Securities Privatizations Futures Contracts Options Swap Contracts Short Sales Illiquid Securities Private Placements Repurchase Agreements Reverse Repurchase Agreements Securities Lending |
||
Hansberger International Fund |
Debt Securities (Structured Notes, Zero-Coupon Securities, Stripped Securities, Mortgage-related Securities, Asset-backed Securities, Step-Coupon Securities, Pay-in-Kind Securities, Collateralized Mortgage Obligations, U.S. Government Securities) Equity Securities (Corporate Reorganizations, Investment Companies, Convertible Preferred Stocks, REITs) Foreign Securities (Bonds, Currency Hedging, Currency Speculation, Supranational Entities, Emerging Markets, Depositary Receipts) Money Market Instruments |
Initial Public Offerings When-Issued Securities Privatizations Futures Contracts Options Swap Contracts Illiquid Securities Short Sales Repurchase Agreements Reverse Repurchase Agreements Securities Lending |
||
Large Cap Value Fund |
Debt Securities (Investment Grade Fixed-Income Securities, Zero-Coupon Securities, Convertible Securities, U.S. Government Securities) Equity Securities (Corporate Reorganizations, Investment Companies) Foreign Securities (Supranational Entities, Depositary Receipts, Currency Hedging) Money Market Instruments |
Initial Public Offerings Futures Contracts Options Swap Contracts Illiquid Securities Repurchase Agreements Securities Lending |
37
Fund |
Securities |
Practices |
||
Natixis Oakmark Global Fund |
Debt Securities (Asset-Backed Securities, Inflation-Linked and Inflation-Indexed Securities, Rule 144A Securities, U.S. Government Securities) Equity Securities (Preferred Stock, REITs, Value Stocks) Foreign Investment (Depositary Receipts, Emerging Markets, Foreign Currency Transactions, Foreign Investment Companies, Foreign Securities) Money Market Instruments |
Illiquid Securities Initial Public Offerings Options Private Placements Privatizations Repurchase Agreements Securities Lending Short Sales Warrants and Rights When-Issued Securities |
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Natixis Oakmark International Fund |
Debt Securities (Asset-Backed Securities, Inflation-Linked and Inflation-Indexed Securities, Rule 144A Securities, U.S. Government Securities) Equity Securities (Preferred Stock, REITs, Value Stocks) Foreign Investment (Depositary Receipts, Emerging Markets, Foreign Currency Transactions, Foreign Investment Companies, Foreign Securities) Money Market Instruments |
Illiquid Securities Initial Public Offerings Options Private Placements Privatizations Repurchase Agreements Securities Lending Short Sales Warrants and Rights When-Issued Securities |
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Real Estate Fund |
Debt Securities (Mortgage-related Securities, Collateralized Mortgage Obligations, Zero-Coupon Securities, Convertible Securities) Equity Securities (Corporate Reorganizations, REITs, Real Estate Securities) Foreign Securities (Depositary Receipts) Money Market Instruments |
Initial Public Offerings Private Placements Illiquid Securities Repurchase Agreements Securities Lending When-issued Securities |
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Small Cap Value Fund |
Debt Securities (Structured Notes, Mortgage-related Securities, Asset-backed Securities, Collateralized Mortgage Obligations, Step-Coupon Securities, Pay-in-Kind Securities, Zero-Coupon Securities, Section 4(2) Commercial Paper, Stripped Securities, Convertible Securities, U.S. Government Securities) Equity Securities (Corporate Reorganizations, Investment Companies, REITs) Foreign Securities (Bonds, Currency Hedging, Currency Speculation, Emerging Markets, Depositary Receipts, Supranational Entities) Money Market Instruments |
Initial Public Offerings When-Issued Securities Privatizations Futures Contracts Options Swap Contracts Illiquid Securities Short Sales Repurchase Agreements Reverse Repurchase Agreements Securities Lending |
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TYPES OF SECURITIES
Debt Securities
Each of the Funds may invest in debt securities. Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable or floating rate of interest and must repay the amount borrowed at the maturity of the security. Some debt securities, such as zero-coupon securities, do not pay interest but are sold at a discount from their face values. Debt securities include corporate bonds, government securities and mortgage- and other asset-backed securities. Debt securities include a broad array of short-, medium- and long-term obligations issued by the United States or foreign governments, government or international agencies and instrumentalities, and corporate issuers of various types. Some debt securities represent uncollateralized obligations of their issuers; in other cases, the securities may be backed by specific assets (such as mortgages or other receivables) that have been set aside as collateral for the issuers obligation. Debt securities generally involve an obligation of the issuer to pay interest or dividends either on a current basis or at the maturity of the securities, as well as the obligation to repay the principal amount of the security at maturity.
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Risks. Debt securities are subject to market risk and credit risk. Credit risk relates to the ability of the issuer to make payments of principal and interest and includes the risk of default. Sometimes, an issuer may make these payments from money raised through a variety of sources, including, with respect to issuers of municipal securities, (i) the issuers general taxing power, (ii) a specific type of tax such as a property tax, or (iii) a particular facility or project such as a highway. The ability of an issuer to make these payments could be affected by general economic conditions, issues specific to the issuer, litigation, legislation or other political events, the bankruptcy of the issuer, war, natural disasters, terrorism or other major events. U.S. government securities do not involve the credit risks associated with other types of fixed-income securities; as a result, the yields available from U.S. government securities are generally lower than the yields available from corporate and municipal debt securities. Market risk is the risk that the value of the security will fall because of changes in market rates of interest. Generally, the value of debt securities falls when market rates of interest are rising. Some debt securities also involve prepayment or call risk. This is the risk that the issuer will repay a Fund the principal on the security before it is due, thus depriving the Fund of a favorable stream of future interest payments.
Because interest rates vary, it is impossible to predict the income of a Fund that invests in debt securities for any particular period. Fluctuations in the value of a Funds investments in debt securities will cause the Funds net asset value (NAV) to increase or decrease.
Adjustable Rate Mortgage Security (ARM)
Some Funds may invest in ARMs. 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 issuers creditworthiness. Since the interest rates are reset only periodically, changes in the interest rate on ARMs may lag behind changes in prevailing market interest rates. In addition, 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. In addition, a Fund will not benefit from increases in interest rates to the extent that interest rates rise to the point where they cause the current coupon of the underlying ARM to exceed a cap rate for a particular mortgage. See Mortgage-Related Securities below for more information on the risks involved in ARMs.
Asset-Backed Securities
Some Funds may invest in asset-backed securities. Asset-backed securities are securities that represent a participation in, or are secured by and payable from, a stream of payments generated by particular assets, most often a pool or pools of similar assets ( e.g ., trade receivables). The credit quality of these securities depends primarily upon the quality of the underlying assets and the level of credit support and/or enhancement provided. Mortgage-backed securities are one type of asset-backed security. The securitization techniques used to develop mortgage securities are being applied to a broad range of other assets. 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 Funds 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.
In addition, the value of some mortgage-backed or asset-backed securities in which a Fund invests may be particularly sensitive to changes in prevailing interest rates, and the ability of a Fund to successfully utilize these
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instruments may depend in part upon the ability of the Funds adviser to forecast interest rates and other economic factors correctly. The market for mortgage-backed and asset-backed securities has recently experienced high volatility and a lack of liquidity. As a result, the value of many of these securities has significantly declined. There can be no assurance that these markets will become more liquid or less volatile, and it is possible that the value of these securities could decline further. Asset-backed securities involve risks similar to those described under Mortgage-Related Securities below.
Bank Loans
Some Funds may invest in bank loans, which include senior secured and unsecured floating rate loans made by banks and other financial institutions to corporate customers. Typically, these loans hold the most senior position in a borrowers capital structure, may be secured by the borrowers assets and have interest rates that reset frequently. These loans may 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. A Funds investments in loans are subject to credit risk, and even secured bank loans may not be adequately collateralized. The interest rates on many bank loans reset frequently, and therefore investors are subject to the risk that the return will be less than anticipated when the investment was first made. 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. A Fund may participate in the primary syndicate for a bank loan or it may also purchase loans from other lenders (sometimes referred to as loan assignments).
A Fund may also acquire a participation interest in another lenders portion of the senior loan. Large loans to corporations or governments may be shared or syndicated among several lenders, usually banks. A Fund may participate in such syndicates, or can buy part of a loan, becoming a direct lender. Participation interests involve special types of risk, including liquidity risk and the risks of being a lender. If a Fund purchases a participation interest, it may only be able to enforce its rights through the lender, and may assume the credit risk of the lender in addition to the credit risk of the borrower.
Collateralized Mortgage Obligations (CMOs)
Some Funds may invest in CMOs. CMOs are securities backed by a portfolio of mortgages or mortgage securities held under indentures. CMOs may be issued either by U.S. government instrumentalities or by non-governmental entities. CMOs are not direct obligations of the U.S. Government. The issuers 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.
Commodities General
Some of the Funds may invest in commodities. Commodities are assets that have tangible properties, such as oil, metals, livestock or agricultural products. Historically, commodity investments have had a relatively high correlation with changes in inflation and a relatively low correlation to stock and bond returns. Commodity-related securities and other instruments provide exposure, which may include long and/or short exposure, to the investment returns of physical commodities that trade in commodities markets, without investing directly in physical commodities. A Fund may invest in commodity-related securities and other instruments, such as structured notes, swap agreements, options, futures and options on futures, that derive value from the price movement of commodities, or some other readily measurable economic variable dependent upon changes in the value of commodities or the commodities markets. However, the ability of a Fund to invest directly in commodities, and in certain commodity-related securities and other instruments, is subject to significant limitations in order to enable a Fund to maintain its status as a regulated investment company (a RIC) under the Internal Revenue Code of 1986, as amended (the Code).
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The value of commodity-related instruments may be affected by changes in overall market movements, volatility of the underlying benchmark, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The value of commodity-related instruments will rise or fall in response to changes in the underlying commodity or related index. Investments in commodity-related instruments may be subject to greater volatility than non-commodity-based investments. A highly liquid secondary market may not exist for certain commodity-related instruments, and there can be no assurance that one will develop. Commodity-related instruments are also subject to credit and interest rate risks that in general affect the values of debt securities. A Fund may lose money on its commodity investments.
Convertible Securities
Some Funds may invest in 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. 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.
Fixed-Income Securities
Some Funds may invest in 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 fixed-income securities may also be affected by items related to a particular issue or to the debt markets generally. The NAV of a Funds shares will vary as a result of changes in the value of the securities in the Funds portfolio.
Investment-Grade Fixed-Income Securities. To be considered investment-grade quality, at least one of the three major rating agencies (such as Fitch Investor Services, Inc. (Fitch), Moodys Investors Services, Inc. (Moodys) or Standard & Poors Ratings Group (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, the Funds adviser or subadviser must have determined it to be of comparable quality.
Below Investment-Grade Fixed-Income Securities. Below investment-grade fixed-income securities (commonly referred to as junk bonds) are rated below investment-grade quality. To be considered below investment-grade quality, none of the 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, the Funds adviser or subadviser must have determined it to be of comparable quality.
Below investment-grade fixed-income securities are subject to greater credit risk and market risk than higher-quality fixed-income securities. Below investment-grade 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 below investment-grade fixed-income securities, a Funds achievement of its objective may be more dependent on the advisers or the subadvisers own credit analysis than is the case with funds that invest in higher-quality fixed-income securities. The market for below investment-grade 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 below investment-grade 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. Below investment-grade fixed-income securities may be in poor standing or in default and typically have speculative characteristics.
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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 the Funds adviser or subadviser believes it would be advantageous to do so.
Inflation-Linked and Inflation-Indexed Securities
Some Funds may invest in inflation-linked securities. The principal amount of these bonds increases with increases in the price index used as a reference value 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 amount (as adjusted) by a fixed coupon rate.
Although inflation-indexed securities 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 securities 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 securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of inflation-linked securities. If inflation is lower than expected during a period a Fund holds inflation-linked securities, the Funds may earn less on such securities than on a conventional security. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation-linked securities may not be protected to the extent that the increase is not reflected in the price index used as a reference for the securities. There can be no assurance that the price index used for an inflation-linked security will accurately measure the real rate of inflation in the prices of goods and services. Inflation-linked and inflation-indexed securities include Treasury Inflation-Protected Securities issued by the U.S. Government (see U.S. Government Securities for additional information), but also may include securities issued by state, local and non-U.S. governments and corporations and supranational entities.
Investments in Banks
Some of the Funds may invest in certificates of deposit (certificates representing the obligation of a bank to repay funds deposited with it for a specified period of time), time deposits (non-negotiable deposits maintained in a bank for a specified period of time up to seven days at a stated interest rate), bankers acceptances (credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer) and other securities and instruments issued by domestic banks, foreign branches of domestic banks, foreign subsidiaries of domestic banks and domestic and foreign branches of foreign banks. Banks are also expected to serve as counterparties on some of a Funds derivative contracts.
Mortgage Dollar Rolls
Some 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 Funds use of the cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
Mortgage-Related Securities
Some 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
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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 Funds portfolio securities. The value of some mortgage-backed or asset-backed securities in which a Fund invests may be particularly sensitive to changes in prevailing interest rates, and the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Funds adviser or subadviser to forecast interest rates and other economic factors correctly. The market for mortgage-backed and asset-backed securities has recently experienced high volatility and a lack of liquidity. As a result, the value of many of these securities has significantly declined. There can be no assurance that these markets will become more liquid or less volatile, and it is possible that the value of these securities could decline further. The risk of non-payment is greater for mortgage-related securities that are backed by mortgage pools that contain subprime or Alt-A loans (loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans), but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic downturn, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages. The market for mortgage-related securities has recently experienced high volatility and a lack of liquidity. As a result, the value of many of these securities has significantly declined. There can be no assurance that these markets will become more liquid or less volatile, and it is possible that the value of these securities could decline further. Securities issued by the GNMA and the FNMA and similar issuers may also be exposed to risks described under U.S. Government Securities.
Pay-in-Kind Securities
Some 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 various factors, 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.
Rule 144A Securities and Section 4(2) Commercial Paper
Some 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. Some 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 a Funds 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 each Trusts Board of Trustees, that the particular issue is liquid.
Step-Coupon Securities
Some 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 Securities
Some 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
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class), while the other class will receive all of the 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 securities, if the underlying mortgage assets experience greater than anticipated payments of principal, a Fund may fail to recoup fully its investments in IOs. Stripped mortgage securities may be illiquid. Stripped securities may be considered derivative securities, discussed in the section Derivative Instruments.
Structured Notes
Some 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 issuers 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 issuers 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 issuers obligations may fluctuate inversely with changes in an external factor or factors (for example, if the U.S. prime lending rate goes up, the issuers interest payment obligations are reduced). In some cases, the issuers 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 issuers 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 issuers 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 Funds 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 countrys 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 Funds 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 issuers obligations (and thus the value of a Funds 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 issuers 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 relevant advisers or subadvisers analysis of the issuers creditworthiness and financial prospects, and of the advisers or subadvisers 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.
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 thirty years, with interest normally payable every six months. These obligations are
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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 - The FNMA is a government-sponsored corporation owned entirely by private stockholders that purchases residential mortgages from a list of approved seller/servicers, including state and federally chartered savings and loan associations, mutual savings banks, commercial banks, credit unions and mortgage banks. 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 FHLMCs 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 Funds NAV. Since the magnitude of these fluctuations will generally be greater at times when a Funds 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 those issued by Fannie Mae and Freddie Mac are guaranteed as to the payment of principal and interest by the relevant entity ( e.g. , FNMA or FHLMC) but have not been backed by the full faith and credit of the U.S. Government. Instead, they have been supported only by the discretionary authority of the U.S. Government to purchase the agencys obligations. 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. If a government sponsored entity is unable to meet its obligations, the performance of a Fund that holds securities of the entity will be adversely affected.
In September 2008, the U.S. Treasury Department placed FNMA and FHLMC into conservatorship. The companies remain in conservatorship, and the effect that this conservatorship will have on the companies debt and equity securities is unclear. Although the U.S. Government has recently provided financial support to FNMA and FHLMC, there can be no assurance that it will support these or other government-sponsored enterprises in the future. In addition, any such government support may benefit the holders of only certain classes of an issuers securities.
See Mortgage-Related Securities 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
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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.
Zero-Coupon Securities
Some Funds may invest in 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 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.
Equity Securities
Equity securities are securities that represent an ownership interest (or the right to acquire such an interest) in a company and may include common and preferred stocks, 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, 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 that an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and other debt securities 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. The value of your investment in a fund that invests in equity securities may decrease, potentially by a significant amount. 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 Funds investments may include securities traded over-the-counter (OTC) as well as those traded on a securities exchange. Some securities, particularly OTC securities may be more difficult to sell under some market conditions.
Corporate Reorganizations
Each Fund may invest in securities for which a tender or exchange offer has been made or announced and in securities of companies for which a merger, consolidation, liquidation or reorganization proposal has been announced if, in the judgment of the Funds investment adviser, there is reasonable prospect of capital appreciation significantly greater than the brokerage and other transaction expenses involved. The primary risk of such investments is that if the contemplated transaction is abandoned, revised, delayed or becomes subject to unanticipated uncertainties, the market price of the securities may decline below the purchase price paid by a Fund.
In general, securities which are the subject of such an offer or proposal sell at a premium to their historic market
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price immediately prior to the announcement of the offer or proposal. However, the increased market price of such securities may also discount what the stated or appraised value of the security would be if the contemplated transaction were approved or consummated. Such investments may be advantageous when the discount significantly overstates the risk of the contingencies involved, significantly undervalues the securities, assets or cash to be received by shareholders of the prospective company as a result of the contemplated transaction or fails adequately to recognize the possibility that the offer or proposal may be replaced or superseded by an offer or proposal of greater value. The evaluation of such contingencies requires unusually broad knowledge and experience on the part of the Funds investment adviser or subadviser which must appraise not only the value of the issuer and its component businesses, but also the financial resources and business motivation of the offeror as well as the dynamics of the business climate when the offer or proposal is in process.
Growth Stocks and Value Stocks
The Funds may invest in growth stocks and value stocks. Growth stocks are those stocks of companies that an adviser believes have earnings that will grow faster than the economy as a whole. 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 the advisers assessment of the prospects for a companys earnings growth is wrong, or if its judgment of how other investors will value the companys earnings growth is wrong, then the price of that companys stock may fall or may not approach the value that the adviser has placed on it.
Value stocks are those stocks of companies that the adviser believe are undervalued compared to their true worth. 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 the advisers or subadvisers assessment of a companys prospects is wrong or if other investors do not eventually recognize the value of the company, then the price of the companys stock may fall or may not approach the value that the adviser has placed on it. The Fund generally invests 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, they fit into.
Investment Companies
Some of the Funds may invest in other investment companies. Investment companies, including exchange-traded funds 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 companys portfolio. As an investor in another investment company, a Fund will bear its ratable share of the investment companys expenses, including advisory fees, and the Funds shareholders will bear such expenses indirectly, in addition to similar fees and expenses of the Fund. In other circumstances, the market value of an investment companys shares may be less than the NAV per share of the investment company.
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 Funds 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.
Exchange-Traded Funds. Some of the Funds may invest in shares of exchange-traded funds (ETFs). An ETF is an investment company that is generally registered under the 1940 Act that holds a portfolio of securities designed to track the performance of a particular index. The index may be actively managed. ETFs sell and redeem their shares at NAV in large blocks (typically 50,000 of its shares or more) called creation units. Shares representing fractional interests in these creation units are listed for trading on national securities exchanges and can be purchased and sold in the secondary market in lots of any size at any time during the trading day. ETFs sometimes also refer to non-RICs that invest directly in
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commodities or other assets ( e.g. , gold bullion). Investments in ETFs involve certain inherent risks generally associated with investments in a broadly-based portfolio of securities, including risks that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF or other instrument. In addition, an ETF may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or number of stocks held.
Market Capitalizations
Some Funds may invest in companies with small, medium or large market capitalizations. The market capitalization ranges allowable for investments of each Fund are defined in reference to the benchmark of the specific Fund. Large capitalization companies are generally large companies that have been in existence for a number of years and are well established in their market. Mid capitalization companies are generally medium-size companies that are not as established as large capitalization companies are, may be more volatile and are subject to many of the same risks as smaller capitalization companies.
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Small Capitalization Companies Some 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 NAV of Funds that invest in companies with relatively small market capitalizations therefore may fluctuate more widely than market averages. |
Preferred Stock
Some Funds may invest in preferred stock. Preferred stock pays dividends at a specified rate and generally has preference over common stock in the payment of dividends and the liquidation of the issuers assets, but is junior to the debt securities of the issuer in those same respects. Unlike interest payments on debt securities, dividends on preferred stock are generally payable at the discretion of the issuers board of directors. Shareholders may suffer a loss of value if dividends are not paid. The market prices of preferred stocks are subject to changes in interest rates and are more sensitive to changes in the issuers creditworthiness than are the prices of debt securities. Under normal circumstances, preferred stock does not carry voting rights.
REITs
Some Funds may invest in 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 and changes in interest rates. 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 the underlying assets of which are concentrated in properties used by a particular industry, such as healthcare, are also subject to the risks associated with such industry. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act.
REITs (especially mortgage REITs) are also subject to interest rate risks, including prepayment risk. When interest rates decline, the value of a REITs investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans the interest rates on which are reset periodically, yields on a REITs investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would
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investments in fixed rate obligations. 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 Funds investment in a REIT may require the Fund to accrue and distribute income not yet received or may result in the Funds making distributions that constitute a return of capital to Fund shareholders for U.S. 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.
Real Estate Securities
The Real Estate Fund invests primarily in securities of companies in the real estate industry, including REITs, and is, therefore, subject to the special risks associated with the real estate market and the real estate industry in general. Companies in the real estate industry are considered to be those that (i) have principal activity involving the development, ownership, construction, management or sale of real estate; (ii) have significant real estate holdings, such as hospitality companies, supermarkets and mining, lumber and paper companies; and/or (iii) provide products or services related to the real estate industry, such as financial institutions that make and/or service mortgage loans and manufacturers or distributors of building supplies. Securities of companies in the real estate industry 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. Certain other Funds may also have significant exposure to the real estate industry from time to time.
Warrants and Rights
Some 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 often freely transferable and entitle the holder to buy the new common stock at a lower price than the public offering price.
Foreign Investment
Investment in securities of foreign issuers and in foreign branches of domestic banks involves some risks different from, or in addition to, those affecting investments in securities of U.S. issuers. Investments in emerging markets may be subject to these risks to a greater extent than those in more developed markets:
Information. Publicly available information about foreign issuers and economies may be limited. Foreign issuers are not generally subject to uniform accounting, auditing and financial and other reporting standards and requirements comparable to those applicable to U.S. companies. Statistical information about the economy in an emerging market country may be unavailable or, if available, may be unreliable or not directly comparable to information regarding the economy of the United States or other more developed countries.
Regulation. There may be less government supervision and regulation of foreign securities exchanges, brokers and listed companies than in the United States. In other circumstances, there may be excessive regulation or regulations that are unhelpful to investors such as the Funds.
Liquidity and Concentration. Many foreign securities markets have substantially less volume than U.S. national securities exchanges. Foreign securities exchanges may close or be closed by regulators while U.S. securities exchanges remain open. Available investments in emerging countries may be highly concentrated in a small number of issuers or industries, or the issuers may be unseasoned and/or have significantly smaller market capitalization than in the United States or more developed countries. Consequently, securities of foreign issuers may be less liquid and more volatile than those of comparable domestic issuers. If a Funds portfolio is over-weighted in a certain
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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.
Brokerage. Brokerage commissions and other transaction costs on foreign securities exchanges may be higher than in the United States
Taxes. Dividends and interest paid by foreign issuers may be subject to withholding and other foreign taxes, which may decrease the net return on foreign investments as compared to dividends and interest paid to the Fund by U.S. companies. It is expected that the Funds shareholders will be able to claim a credit or deduction for U.S. tax purposes for any such foreign taxes, although there can be no assurance that they will be able to do so. See the section Taxes in this Statement.
Political/Economy. Political and economic developments may present risks. A foreign jurisdiction might impose or change withholding taxes on income payable in connection with foreign securities. There are risks of seizure, nationalization or expropriation of a foreign issuer or foreign deposits, and adoption of foreign governmental restrictions such as exchange controls. Many emerging or developing countries have less stable political and economic environments than some more developed countries, and may face external stresses (including war) as well as internal ones (including hyperinflation, currency depreciation, limited resource self-sufficiency and balance of payments issues and associated social unrest). It may be more difficult to obtain a judgment in a court outside the United States.
Currency Exchange. Securities of foreign issuers are frequently denominated in foreign currencies, and a Fund may temporarily hold uninvested reserves in bank deposits in foreign currencies. The exchange rates between the U.S. dollar and the currencies of emerging markets countries may be volatile, and changes in currency rates and exchange control regulations may affect (favorably or unfavorably) the value of a Funds assets in U.S. dollars. A Fund may incur costs in converting between 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.
Repatriation Restrictions. Foreign governments may delay or restrict repatriation of the Funds investment income or other assets, which may adversely impact the Funds ability to make timely distributions. If, for any reason, the Fund were unable, through borrowing or otherwise, to meet the distribution requirements imposed by the Internal Revenue Code of 1986, as amended (the Code), the Fund would cease to qualify for the favorable tax treatment afforded regulated investment companies. See the section Taxes in this Statement.
In addition, because the Funds may invest in foreign securities traded primarily on markets that close prior to the time each Fund determines its 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 Funds 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.
Investments in emerging markets may be subject to the risks discussed herein to a greater extent than those in more developed markets. See the section Emerging Markets.
Depositary Receipts
Some Funds may invest in sponsored or unsponsored depositary receipts and other similar instruments, including American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) (collectively, Depositary Receipts). Depositary Receipts are typically issued by a financial institution (depository) and evidence ownership interests in a security or a pool of securities (underlying securities) that have been deposited with the depository. In ADRs, the depository is typically a U.S. financial institution and the
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underlying securities are issued by a foreign issuer. In other Depositary Receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary Receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other Depositary Receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and are generally designed for use in securities markets outside the United States. While the two types of Depositary Receipt facilities (unsponsored or sponsored) are similar, there are differences regarding holders rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored Depositary Receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to Depositary Receipt holders with respect to the underlying securities.
Sponsored Depositary Receipt facilities are generally created in the same manner as unsponsored facilities, except that sponsored Depositary Receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository and the Depositary Receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the Depositary Receipts (such as dividend payment fees of the depository), although most sponsored Depositary Receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored Depositary Receipts agree to distribute notices of shareholder meetings, voting instructions and other shareholder communications and information to the Depositary Receipt holders at the underlying issuers request.
For purposes of the Funds investment policies, investments in Depositary Receipts will be deemed to be investments in the underlying securities. Thus, a Depositary Receipt representing ownership of common stock will be treated as common stock.
Emerging Markets
Investments in foreign securities may include investments in emerging or developing countries, whose economies or securities markets are not yet highly developed. The same or similar risks are seen in investments in companies that are located in developed markets but derive substantial revenues from emerging markets. As noted in Foreign Investment above, the risks associated with investing in foreign securities are often heightened for investments in emerging market countries. These heightened risks include (i) greater risks of expropriation, confiscatory taxation, nationalization, and less social, political and economic stability; (ii) the small size of the markets for securities of emerging market issuers and the oftentimes low or nonexistent volume of trading, resulting in lack of liquidity and in price volatility; (iii) certain national policies which may restrict the Funds investment opportunities, including restrictions on investing in issuers or industries deemed sensitive to relevant national interests; and (iv) the absence of developed legal structures governing private or foreign investment and private property. A Funds purchase and sale of portfolio securities in certain emerging market countries may be constrained by limitations as to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. In certain cases, such limitations may be computed based upon the aggregate trading by or holdings of a Fund, its adviser or subadviser and their affiliates, and their respective clients and other service providers. A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached. These limitations may have a negative impact on the Funds performance and may adversely affect the liquidity of the Funds investment to the extent that it invests in certain emerging market countries. In addition, some emerging market countries may have fixed or managed currencies which are not free-floating against the U.S. dollar. Further, certain emerging market countries currencies may not be internationally traded. Certain of these currencies have experienced a steady devaluation relative to the U.S. dollar. If a Fund does not hedge the U.S. dollar value of securities it owns denominated in currencies that are devalued, the Funds NAV will be adversely affected. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have adverse effects on the economies and securities markets of certain of these countries.
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Foreign Investment Companies
Some of the countries in which some of the Funds may invest may not permit, or may place economic restrictions on, direct investment by outside investors. Investments in such countries may only be permitted through foreign government-approved or authorized investment vehicles, which may include other investment companies. Some of the Funds may also invest in registered or unregistered closed-end investment companies that invest in foreign securities. Investing through such vehicles may involve frequent or layered fees or expenses and may also be subject to limitation under the 1940 Act. If a Fund invests in investment companies, shareholders will bear not only their proportionate share of the Funds expenses (including operating expenses and the fees of the Funds adviser), but also, indirectly, the similar expenses of the underlying investment companies.
Foreign Securities
The 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. The non-U.S. securities in which a Fund may invest, all or a portion of which may be non-U.S. dollar-denominated, may include, among other investments: (a) debt obligations issued or guaranteed by non-U.S. national, provincial, state, municipal or other governments or by their agencies or instrumentalities, including Brady Bonds; (b) debt obligations of supranational entities; (c) debt obligations of the U.S. Government issued in non-dollar securities; (d) debt obligations and other fixed-income securities of foreign corporate issuers; and (e) non-U.S. dollar-denominated securities of U.S. corporate issuers. 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.
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 issuers obligations.
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. To the extent 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 Funds assets and the Funds income available for distribution.
Although a Funds 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 addition, because the Funds may invest in foreign securities traded primarily on markets that close prior to the time each Fund determines its 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 Funds shares by virtue of their transaction, if those
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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 Funds use fair value pricing, see the section Net Asset Value.
Supranational Entities
Some 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. 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 below under Foreign Currency Transactions.
Foreign Currency Transactions
Some Funds may engage in foreign currency transactions. Many foreign securities in a Funds portfolio will be denominated in foreign currencies or traded in securities markets in which settlements are made in foreign currencies. 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 Funds portfolio investments (even if the local market price of the investments is unchanged) and changes in the dollar value of a Funds 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 Funds assets and on the net investment income available for distribution may be favorable or unfavorable.
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 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 Funds 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 Funds liquid holdings that settle in the relevant currency and the Funds 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.
Forward contracts are subject to many of the same risks as derivatives described in Derivative Instruments. Forward contracts 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. In addition, the effect of changes in the dollar value of a foreign currency on the dollar value of a Funds 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, and the Fund will be subject to increased illiquidity and counterparty risk because forward contracts are not traded on an exchange and often are not standardized. A Fund may also 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.
In addition, some Funds may buy and write options on foreign currencies in a manner similar to that in which futures or forward contracts on foreign currencies will be utilized. A fund may use options on foreign currencies to hedge against adverse changes in foreign currency conversion rates. For example, a decline in the U.S. dollar value of a foreign currency in which portfolio securities are denominated will reduce the U.S. dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such diminutions in the value of the portfolio securities, a Fund may buy put options on the foreign currency. If the value of the currency declines, a Fund will have the right to sell such currency for a fixed amount in U.S. dollars, thereby offsetting, in whole or in part, the adverse effect on its portfolio.
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Conversely, when a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the cost of such securities, a Fund may buy call options on the foreign currency. The purchase of such options could offset, at least partially, the effects of the adverse movements in exchange rates. As in the case of other types of options, however, the benefit to a Fund from purchases of foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent desired, a Fund could sustain losses or lesser gains on transactions in foreign currency options that would require the Fund to forego a portion or all of the benefits of advantageous changes in those rates.
A Fund may also write options on foreign currencies. For example, to hedge against a potential decline in the U.S. dollar due to adverse fluctuations in exchange rates, a Fund could, instead of purchasing a put option, write a call option on the relevant currency. If the decline expected by a Fund occurs, the option will most likely not be exercised and the diminution in value of portfolio securities be offset at least in part by the amount of the premium received. Similarly, instead of purchasing a call option to hedge against a potential increase in the U.S. dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency which, if rates move in the manner projected by the Fund, will expire unexercised and allow the Fund to hedge the increased cost up to the amount of the premium. If exchange rates do not move in the expected direction, the option may be exercised and the Fund would be required to buy or sell the underlying currency at a loss, which may not be fully offset by the amount of the premium. Through the writing of options on foreign currencies, a Fund also may lose all or a portion of the benefits that might otherwise have been obtained from favorable movements in exchange rates.
A Funds use of currency transactions may be limited by tax considerations. The adviser may decide not to engage in currency transactions, and there is no assurance that any currency strategy used by a 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. The foreign currency transactions in which a Fund may engage involve risks similar to those described under Derivative Instruments.
Transactions in non-U.S. currencies are also subject to many of the risks of investing in non-U.S. securities described under Foreign 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 can change the market value of a security, each Fund expects those changes to be minimal with respect to these securities, which are often purchased for defensive purposes. However, even though money market instruments are generally considered to be high-quality and a low-risk investment, recently a number of issuers of money market and money market-type instruments have experienced financial difficulties, leading in some cases to rating downgrades and decreases in the value of their securities.
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. In addition, recently, many money market instruments previously thought to be highly liquid have become illiquid. If a Funds money market instruments become illiquid, the Fund may be unable to satisfy certain of its obligations or may only be able to do so by selling other securities at prices or times that may be disadvantageous to do so.
TYPES OF PRACTICES
Derivative Instruments
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 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, related indexes and other assets. A Funds adviser or subadviser 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
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contracts, options on futures contracts, zero-strike warrants and options, swap agreements and debt-linked and equity-linked securities. Some of these derivative instruments are discussed in detail elsewhere in this Statement.
Derivatives involve special risks, including possible default by the other party to the transaction, illiquidity and, to the extent a Funds advisers or subadvisers view as to certain market movements is incorrect, the risk that the use of derivatives could result in significantly greater losses than if they had not been used. Recently, several broker-dealers and other financial institutions have experienced extreme financial difficulty, sometimes resulting in the bankruptcy of the institution. Although a Funds adviser and/or subadviser monitor the creditworthiness of the Funds counterparties, there can be no assurance that the Funds counterparties will not experience similar difficulties, possibly resulting in losses to the Fund. Losses resulting from the use of derivatives will reduce a Funds NAV, and possibly income, and the losses may be significantly greater than if derivatives had not been used. The degree of a Funds use of derivatives may be limited by certain provisions of the Code. When used, derivatives may increase the amount and affect the timing and character of taxes payable by shareholders.
Several types of derivatives instruments in which a Fund may invest are described in more detail below. However, the Funds are not limited to investments in these instruments.
Futures Contracts
Futures transactions involve the Funds buying or selling futures contracts. A futures contract is an agreement between two parties to buy and sell a particular security, commodity, currency or other asset, or group or index of securities, commodities, currencies or other assets 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 (depending on whether the contract calls for physical delivery or cash settlement) 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, S&P 500 Index futures may trade in contracts with a value equal to $250 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 futures contract positions 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 a Fund has a long position in a futures contract it will designate on the Funds records or establish a segregated account with the Funds custodian cash or liquid securities eligible for purchase by the Fund equal to the daily marked to market net obligation under the contract (less any margin on deposit). For short positions in futures contracts, a Fund will designate on the Funds records or establish a segregated account with the custodian with cash or liquid securities eligible for purchase by the Fund that, when added to the amounts deposited as margin, equal its daily marked to market net obligation under 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 costs.
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. 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 Fund may realize a loss on the purchase (sale) of the comparable contract.
Options and Warrants
Options transactions may involve a Funds buying or writing (selling) options on securities, futures contracts, securities indices (including futures on securities indices) or currencies. A Fund may engage in these transactions
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either to enhance investment return or to hedge against changes in the value of other assets that it owns or intends to acquire. Options can generally be classified as either call or put 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. 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 be traded on or off an established securities or options 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. Since premiums on options having an exercise price close to the value of the underlying securities or futures contracts usually have a time value component ( i.e ., a value that diminishes as the time within which the option can be exercised grows shorter), the value of an options contract may change as a result of the lapse of time even though the value of the futures contract or security underlying the option (and of the security or other asset deliverable under the futures contract) has not changed.
As an alternative to purchasing call and put options on index futures, a Fund may purchase or sell call or put options on the underlying indices themselves. Such options would be used in a manner similar to the use of options on index futures.
Options on Indices
Some Funds may invest in options on indices. Put and call options on indices are similar to puts and calls on securities or futures contracts except that all settlements are in cash and gain or loss depends on changes in the index in question rather than on price movements in individual securities or futures contracts. When a Fund writes a call on an index, it receives a premium and agrees that, prior to the expiration date, the purchaser of the call, upon exercise of the call, will receive from the Fund an amount of cash if the closing level of the index upon which the call is based is greater than the exercise price of the call. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call times a specified multiple (multiplier), which determines the total dollar value for each point of such difference. When a Fund buys a call on an index, it pays a premium and has the same rights as to such call as are indicated above. When a Fund buys a put on an index, it pays a premium and has the right, prior to the expiration date, to require the seller of the put, upon the Funds exercise of the put, to deliver to the Fund an amount of cash equal to the difference between the exercise price of the option and the value of the index, times a multiplier, similar to that described above for calls. When a Fund writes a put on an index, it receives a premium and the purchaser of the put has the right, prior to the expiration date, to require the Fund to deliver to it an amount of cash equal to the difference between the closing level of the index and exercise price times the multiplier if the closing level is less than the exercise price.
Exchange-Traded and Over-the-Counter Options
Some Funds may purchase or write both exchange-traded and OTC options. OTC options differ from exchange-traded options in that they are two-party contracts, with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options.
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 consummate the transaction. 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
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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 OTC 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 OTC options, a Fund is at risk that the other party to the transaction will default on its obligations or will not permit the Fund to terminate the transaction before its scheduled maturity. While a Fund will seek to enter into OTC 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 OTC option at a favorable price at any time prior to its expiration. OTC options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation or other clearing organizations.
Index Warrants
Some Funds may purchase put warrants and call warrants whose values vary depending on the change in the value of one or more specified securities indices (index warrants). Index warrants are generally issued by banks or other financial institutions and give the holder the right, at any time during the term of the warrant, to receive, upon exercise of the warrant, a cash payment from the issuer based on the value of the underlying index at the time of exercise. In general, if the value of the underlying index rises above the exercise price of the index warrant, the holder of a call warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the value of the index and the exercise price of the warrant; if the value of the underlying index falls, the holder of a put warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the exercise price of the warrant and the value of the index. The holder of a warrant would not be entitled to any payments from the issuer at a time when, in the case of a call warrant, the exercise price is more than the value of the underlying index, or in the case of a put warrant, the exercise price is less than the value of the underlying index. If a Fund were not to exercise an index warrant prior to its expiration, then the Fund would lose the amount of the purchase price paid by it for the warrant. A Fund will normally use index warrants in a manner similar to its use of options on securities indices.
Forward Contracts
Some Funds may invest in forward contracts. Forward contracts are transactions involving the Funds obligation to purchase or sell a specific currency or other asset at a future date at a specified price. For example, forward contracts may be used when the adviser anticipates that particular foreign currencies will appreciate or depreciate in value or to take advantage of the expected relationships between various currencies, regardless of whether securities denominated in such currencies are held in a Funds investment portfolio. Forward contracts may also be used by a Fund for hedging purposes to protect against uncertainty in the level of future foreign currency exchange rates, such as when a Fund anticipates purchasing or selling a foreign security. This technique would allow a Fund to lock in the U.S. dollar price of the investment. Forward contracts also may be used to attempt to protect the value of a Funds existing holdings of foreign securities. There may be, however, imperfect correlation between a Funds foreign securities holdings and the forward contracts entered into with respect to such holdings. The cost to a Fund of engaging in forward contracts varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. As described above, the adviser will cover its obligations under forward contracts by segregating or otherwise designating liquid assets against the value of its net obligations under these positions (less any margin on deposit with the applicable broker) or by entering into offsetting positions.
Swap Agreements
Some Funds may enter into a variety of swap agreements, including, but not limited to, interest rate, index, commodity, equity-linked, credit default, credit-linked and currency exchange swaps. Depending on the structure of the swap agreement, a Fund may enter into swap transactions 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 or attempt to take advantage of currency fluctuations, to protect against any increase in the price of securities that a Fund anticipates purchasing at a later date, to efficiently gain exposure to certain markets to
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add economic leverage to the Funds portfolio or to shift the Funds investment exposure from one type of investment to another.
Swap agreements are unregulated, individually negotiated contracts between two parties who agree to exchange for a specified period of time two streams of payments that would be earned or realized on particular notional investments or instruments. In a typical interest rate swap, for example, one party agrees to make regular payments equal to a floating interest rate times a notional principal amount, in return for payments equal to a fixed rate times the same amount, for the term of the swap agreement. The notional principal amount of a swap transaction is the agreed-upon basis for calculating the payments that the parties agree to exchange, i.e. , the return on or increase in value of a particular dollar amount invested at particular interest rate, in a particular foreign currency or commodity or in a basket of securities. Under most swap agreements, payments by the parties will be exchanged on a net basis, and a party will receive or pay, as the case may be, only the net amount of the two payments. A Fund will designate or segregate liquid assets in an amount sufficient to cover its current net obligations under swap agreements.
Swap agreements are sophisticated financial instruments that typically involve a small investment of cash relative to the magnitude of risks assumed. Swaps can be highly volatile and may have a considerable impact on a Funds performance, as the potential gain or loss on any swap transaction is not subject to any fixed limit. A Funds successful use of swap agreements will depend on the advisers ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Even though swap markets in which swap transactions are traded have grown significantly in recent years, swap agreements are typically not traded on exchanges and are subject to liquidity risk. As a result, a Fund bears the risk of loss of the amount expected to be received pursuant to a swap agreement in the event of the default or bankruptcy of the counterparty, and the value of a swap agreement in general depends on the creditworthiness of the counterparty. A Fund may also suffer losses if it is unable to terminate (or terminate at the time and price desired) outstanding swap agreements (either by assignment or other disposition) or reduce its exposure through offsetting transactions.
Credit Default Swaps
Some Funds may enter into credit default swap agreements, which may have as reference obligations one or more debt securities or an index of such securities. In a credit default swap, one party (the protection buyer) is obligated to pay the other party (the protection seller) a stream of payments over the term of the contract, provided that no credit event, such as a default or a downgrade in credit rating, occurs on the reference obligation. If a credit event occurs, the protection seller must generally pay the protection buyer the par value (the agreed-upon notional value) of the referenced debt obligation in exchange for an equal face amount of deliverable reference obligations or a specified amount of cash depending upon the terms of the swap.
A Fund may be either the protection buyer or protection seller in a credit default swap. If a Fund is a protection buyer, such Fund would pay the counterparty a periodic stream of payments over the term of the contract and would not recover any of those payments if no credit event were to occur. However, if a credit event occurs, a Fund that is a protection buyer has the right to deliver the referenced debt obligations or a specified amount of cash, depending upon the terms of the swap and receive the par value of such debt obligations from the counterparty protection seller. As a protection seller, a Fund would receive fixed payments throughout the term of the contract if no credit event occurs. If a credit event occurs, however, the value of the obligation received by a Fund ( e.g. , bonds which defaulted), plus the periodic payments previously received, may be less than the par value of the obligation, or cash received, resulting in a loss to the protection seller. Furthermore, a Fund that is a protection seller would effectively add leverage to its portfolio because such Fund will have investment exposure to the notional amount of the swap.
Credit default swap agreements are subject to greater risk than a direct investment in the reference obligation. Like all swap agreements, credit default swaps are subject to liquidity, credit and counterparty risks. In addition, collateral posting requirements are individually negotiated and there is no regulatory requirement that a counterparty post collateral to secure its obligations under a credit default swap. Furthermore, there is no requirement that a party be informed in advance when a credit default swap agreement is sold. Accordingly, a Fund may have difficulty identifying the party responsible for payment of its claims. The notional value of credit default swaps with respect to a particular investment is often larger than the total par value of such investment outstanding and, in event of a default, there may be difficulties in making the required deliveries of the reference investments, possibly delaying payments.
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The market for credit default swaps has become more volatile recently as the creditworthiness of certain counterparties has been questioned and/or downgraded. If a counterpartys credit becomes significantly impaired, multiple requests for collateral posting in a short period of time could increase the risk that a Fund may not receive adequate collateral. There is no readily available market for trading credit default swaps. A Fund generally may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit default swap position, which may cause the Fund to incur more losses.
Investment Pools of Swap Contracts
Some Funds 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, 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 swap contracts and related underlying securities whose performance 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 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 swap contracts may be considered illiquid and, except to the extent that such interests are issued under Rule 144A and deemed liquid, subject to a Funds restriction on investments in illiquid securities.
Certain Additional Risks of Derivative Instruments
The use of derivative instruments, including the futures contracts, options and warrants, forward currency contracts and swap transactions described above, involves risks in addition to those described above or in the Prospectuses. One risk arises because of the imperfect correlation between movements in the price of derivatives contracts and movements in the price of the securities, indices or other assets serving as reference instruments for the derivative. A Funds derivative strategies will not be fully effective unless the Fund can compensate for such imperfect correlation. There is no assurance that a Fund will be able to effect such compensation. For example, the correlation between the price movement of the derivatives contract and the hedged security may be distorted due to differences in the nature of the relevant markets. If the price of the futures contract moves more than the price of the hedged security, a Fund would experience either a loss or a gain on the derivative that is not completely offset by movements in the price of the hedged securities. For example, in an attempt to compensate for imperfect price movement correlations, a Fund may purchase or sell futures contracts in a greater dollar amount than the hedged securities if the price movement volatility of the hedged securities is historically greater than the volatility of the futures contract. The use of derivatives for other than hedging purposes may be considered a speculative activity, and involves greater risks than are involved in hedging. With respect to certain derivative transactions ( e.g. short positions in which a Fund does not hold the instrument to which the short position relates), the potential risk of loss to a Fund is theoretically unlimited.
The price of index futures may not correlate perfectly with movement in the relevant index due to certain market distortions. One such distortion stems from the fact that all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions, which could distort the normal relationship between the index and futures markets. Another market distortion results from the deposit requirements in the futures market being less onerous than margin requirements in the securities market, and as a result the futures market may attract more speculators than does the securities market. A third distortion is caused by the fact that trading hours for stock index futures may not correspond perfectly to hours of trading on the exchange to which a particular stock index futures contract relates. This may result in a disparity between the price of index futures and the value of the relevant index due to the lack of continuous arbitrage between the index futures price and the value of the underlying index. Finally, hedging transactions using stock indices involve the risk that movements in the price of the index may not correlate with price movements of the particular portfolio securities being hedged.
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Price movement correlation in derivative transactions also may be distorted by the illiquidity of the futures and options markets and the participation of speculators in such markets. If an insufficient number of contracts are traded, commercial users may not deal in futures contracts or 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, futures and 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 presence of speculators may create temporary price distortions unrelated to the market in the underlying securities.
Positions in futures contracts and options on futures contracts may be established or closed out only on an exchange or board of trade. There is no assurance that a liquid market on an exchange or board of trade will exist for any particular contract or at any particular time. The liquidity of markets in futures contracts and options on futures contracts may be adversely affected by daily price fluctuation limits established by commodity exchanges which limit the amount of fluctuation in a futures or options price during a single trading day. Once the daily limit has been reached in a contract, no trades may be entered into at a price beyond the limit, which may prevent the liquidation of open futures or options positions. Prices have in the past exceeded the daily limit on a number of consecutive trading days. If there is not a liquid market at a particular time, it may not be possible to close a futures or options position at such time, and, in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin. However, if futures or options are used to hedge portfolio securities, an increase in the price of the securities, if any, may partially or completely offset losses on the futures contract.
Income earned by a Fund from its options activities generally 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 Funds 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 value of a Funds derivative instruments 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 or derivatives held in the Funds portfolio. All transactions in derivatives 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 Funds investment. For example, 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 or designate on its records liquid assets in amounts sufficient at all times to satisfy its net obligations under options and futures contracts.
The risks of a Funds use of index warrants are generally similar to those relating to its use of index options. Unlike most index options, however, index warrants are issued in limited amounts and are not obligations of a regulated clearing agency, but are backed only by the credit of the bank or other institution which issues the warrant. Also, index warrants generally have longer terms than index options. Although a Fund will normally invest only in exchange-listed warrants, index warrants are not likely to be as liquid as certain index options backed by a recognized clearing agency. In addition, the terms of index warrants may limit a Funds ability to exercise the warrants at such time, or in such quantities, as the Fund would otherwise wish to do.
The successful use of derivatives will usually depend on the advisers ability to forecast securities market, currency or other financial market movements correctly. For example, a Funds 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 certain other derivatives 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.
The derivatives 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 derivatives markets outside of the United States are subject to many of the same risks as other foreign investments.
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Risk of Potential Government Regulation of Derivatives
It is possible that government regulation of various types of derivative instruments, including futures and swap agreements, may limit or prevent a Fund from using such instruments as part of its investment strategy, and could ultimately prevent a Fund from being able to achieve its investment goals. For example, some legislative and regulatory proposals, such as those in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) (which was passed into law in July 2010), would, upon implementation, impose limits on the maximum position that could be held by a single trader in certain contracts and would subject some derivatives transactions to new forms of regulation that could create barriers to some types of investment activity. Other provisions would require many swaps to be cleared and traded on an exchange, expand entity registration requirements, impose business conduct requirements on dealers that enter into swaps with a pension plan, endowment, retirement plan or government entity, and could require banks to move some derivatives trading units to a non-guaranteed affiliate separate from the deposit-taking bank or divest them altogether. While many provisions of the Dodd-Frank Act must be implemented through future rulemaking, and any regulatory or legislative activity may not necessarily have a direct, immediate effect upon a Fund, it is possible that, upon implementation of these measures or any future measures, they could potentially limit or completely restrict the ability of a Fund to use these instruments as a part of its investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which a Fund engages in derivative transactions could also prevent a Fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change availability of certain investments.
Other Derivatives; Future Developments
The above discussion relates to the Funds proposed use of certain types of derivatives currently available. However, the Funds are not limited to the transactions described above. In addition, the relevant markets and related regulations are constantly changing and, in the future, the Funds may use derivatives not currently available or widely in use.
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.
Illiquid Securities
The Funds may purchase illiquid securities. Securities will generally be considered illiquid if such securities cannot be disposed of within seven days in the ordinary course of business at approximately the price at which the Fund has valued the securities. 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. In addition, a Fund may incur expenses, losses or delays in the process of registering restricted securities prior to resale. Rule 144A securities and Section 4(2) commercial paper are treated as illiquid, unless the adviser has determined, under guidelines established by each Trusts Board of Trustees, that the particular issue is liquid. See the section Rule 144A Securities and Section 4(2) Commercial Paper.
Initial Public Offerings
The Funds may purchase securities of companies that are offered pursuant to an initial public offering (IPO). An IPO is a companys 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 Funds investment in IPO securities may have a significant impact on the Funds performance and may result in significant capital gains.
Private Placements
Some 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
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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 its 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 Funds NAV.
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, 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 Funds adviser or subadviser may at times play a greater role in valuing these securities than in the case of unrestricted securities.
Generally, 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
Some 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. In addition, 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.
Repurchase Agreements
A Fund may enter into repurchase agreements, by which the 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 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 what is considered to be comparatively low market risk. A Fund may invest in a repurchase agreement that does not produce a positive return to the Fund if the adviser or subadviser believes it is appropriate to do so under the circumstances (for example, to help protect the Funds uninvested cash against the risk of loss during periods of market turmoil). 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, for example, against a counterparty undergoing financial distress.
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Reverse Repurchase Agreements
Some Funds may enter into reverse repurchase agreements. In a reverse repurchase agreement a Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker or dealer, in return for cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed-upon rate. The ability to use reverse repurchase agreements may enable, but does not ensure the ability of, the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous. When effecting reverse repurchase agreements, assets of the applicable Fund in a dollar amount sufficient to make payment of the obligations to be purchased are designated on the applicable Funds records at the trade date and maintained until the transaction is settled. Reverse repurchase agreements are economically similar to secured borrowings by the Funds.
Dollar Rolls. Dollar rolls may be considered a special type of reverse repurchase agreement in which the portfolio instrument transferred by the Fund is a mortgage-related security. The Fund gives up the cash flows during the transaction period but has use of the cash proceeds. See Mortgage Dollar Rolls for more information.
Securities Lending
The Funds may lend their portfolio securities to brokers, dealers or other financial institutions under contracts calling for the deposit by the borrower with the Funds custodian or 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 (although the payment characteristics may change) 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, the Fund may seek to recall the securities so that the securities may be voted by the Fund, although the adviser may not know of such event in time to recall the securities or may be unable to recall the securities in time to vote them. 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 Boards of Trustees of the Trusts or persons acting pursuant to the direction of the Board.
These transactions must be fully collateralized at all times, but involve some credit risk to the Funds if the borrower or the party (if any) guaranteeing the loan should default on its obligation and the Funds are delayed in or prevented from recovering the collateral. In addition, any investment of cash collateral is generally at the sole risk of the Fund. Any income or gains and losses from investing and reinvesting any cash collateral delivered by a borrower pursuant to a loan are generally at the Funds risk, and to the extent any such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan, the Fund may be required by the securities lending agent to pay or cause to be paid to such borrower an amount equal to such shortfall in cash.
Short Sales
Some Funds may sell securities short against the box, that is, they: (1) enter into short sales of securities that they currently own or have the right to acquire through the conversion or exchange of other securities that they own without additional consideration; and (2) enter into arrangements with the broker-dealers through which such securities are sold short to receive income with respect to the proceeds of short sales during the period the Funds short positions remain open.
In a short sale against the box, a Fund does not deliver from its portfolio securities sold, and does not receive immediately the proceeds from, the short sale. Instead, the Fund borrows the securities sold short from a broker-dealer through which the short sale is executed, and the broker-dealer delivers such securities, on behalf of the Fund, to the purchaser of such securities. Such broker-dealer is entitled to retain the proceeds from the short sale until the Fund delivers to such broker-dealer the securities sold short. In addition, the Fund is required to pay the broker-dealer the amount of any dividends paid on shares sold short. Finally, to secure its obligation to deliver to such broker-dealer the securities sold short, the Fund must designate on its records or deposit and continuously maintain in a separate account with the Funds custodian an equivalent amount of the securities sold short or securities convertible into or exchangeable for such securities without the payment of additional consideration. A Fund is said to have a short position in the securities sold until it delivers to the broker-dealer the securities sold, at which time
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the Fund receives the proceeds of the sale. A Fund may also close out a short position by purchasing on the open market and delivering to the broker-dealer an equal amount of the securities sold short.
Short sales may protect a Fund against the risk of losses in the value of its portfolio securities because any unrealized losses with respect to such portfolio securities should be wholly or partially offset by a corresponding gain in the short position. However, any potential gains in such portfolio securities should be wholly or partially offset by a corresponding loss in the short position. The extent to which such gains or losses are offset will depend on the amount of securities sold short relative to the amount the Fund owns, either directly or indirectly, and, in the case where the Fund owns convertible securities, changes in the conversion premium.
Risks. Short sale transactions involve certain risks. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will incur a loss, and if the price declines during this period, the Fund will realize a short-term capital gain. Any realized short-term capital gain will be decreased, and any incurred loss increased, by the amount of transaction costs and any premium, dividend or interest which the Fund may have to pay in connection with such short sale. Certain provisions of the Code may limit the degree to which a Fund is able to enter into short sales. There is no limitation on the amount of each Funds assets that, in the aggregate, may be deposited as collateral for the obligation to replace securities borrowed to effect short sales and allocated to segregated accounts in connection with short sales.
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 each Funds portfolio, which may produce higher transaction costs and a higher level of taxable short-term capital gains that are taxable at the higher ordinary income rates for individuals. Portfolio turnover considerations will not limit the advisers investment discretion in managing a Funds assets. Each Fund anticipates that their portfolio turnover rates will vary significantly from time to time depending on the volatility of economic and market conditions.
When-Issued Securities
When-issued securities are traded on a price basis prior to actual issuance. 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 a 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 securities may involve a risk of loss if the value of the securities falls below the price committed to prior to actual issuance. A Fund will either designate on its records or cause its custodian to establish a segregated account for the Fund 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.
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 and subadviser(s) of each Fund may employ a temporary defensive strategy if they determine 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) and/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 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 or other short-term high quality debt instruments.
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PORTFOLIO TURNOVER
A Funds 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 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 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 each Funds adviser or subadviser believes that portfolio changes are appropriate.
For the fiscal years ended December 31, 2009 and December 31, 2010, the portfolio turnover rates for Large Cap Value Fund were approximately 131% and 32%, respectively. Although within the Funds historical range, the variation experienced in the Funds turnover rate from 2009 to 2010 was due to both market volatility and to realize gains from tax loss carry forwards.
PORTFOLIO HOLDINGS INFORMATION
Each Trusts Board of Trustees have 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 ga.natixis.com. Generally, full portfolio holdings information will not be posted until it is aged for at least 30 days (15 days for Small Cap Value Fund, Value Opportunity Fund and ActiveBeta Equity Fund, 60 days for Real Estate Fund and 10 business days after quarter-end for Natixis Oakmark Global Fund and Natixis Oakmark International Fund). A list of Small Cap Value Funds and Value Opportunity Funds top 10 holdings will generally be available on a monthly basis within 7 business days after month-end. 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 that 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 entered into a confidentiality agreement with the Funds, their principal underwriter or an affiliate of the Funds principal underwriter. Entities that receive information pursuant to this exception include Lipper (monthly disclosure of full portfolio holdings, provided 6 days after month-end)(excluding Natixis Oakmark Global Fund and Natixis Oakmark International Fund), Latent Zero (periodic disclosure of full portfolio holdings of the Hansberger International Fund for trade order management services) and FactSet (daily disclosure of full portfolio holdings, provided the next business day); |
(3) | Disclosure to SG Constellation, as part of the Class B Share Financing Program and subject to an agreement to protect the confidentiality and limit the use of the information except for the purposes provided (full portfolio holdings provided weekly for Funds with Class B shares); |
(4) | 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 Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC as part of the proxy voting administration and research services, respectively, provided to the advisers and subadvisers of the Funds (votable portfolio holdings of issuers as of record date for shareholder meetings); |
(5) |
Disclosure to employees of the Funds advisers, subadvisers, principal underwriter, administrator, custodian, financial printer, fund accounting agent and independent registered public accounting |
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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;
(6) | Disclosure to Natixis Global Asset Management (NGAM), in its capacity as the seed capital investor for Funds, in order to satisfy certain reporting obligations to its parent company and for its own risk management purposes; provided that NGAM agrees to maintain its seed capital in the Fund for a set period and does not effect a redemption of Fund shares while in possession of information that is not publicly available to other investors in the Fund. NGAM and its parent utilize a third-party service provider, Aptimum Formation Développment (Aptimum), to assist with its analysis of risk. Any sharing of holdings information with Aptimum is subject to a confidentiality agreement; and |
(7) | 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 (6) above, disclosure is made pursuant to procedures that have been approved by the Board of Trustees, and may be made by employees of each Funds adviser, subadviser, administrator or custodian. With respect to (7) 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 NGAM (daily disclosure of full portfolio holdings), pursuant to a services agreement between Absolute Asia and NGAM, for the purpose of assisting with the monitoring of significant events for valuation purposes with respect to Dynamic Equity Fund; tax agents in Taiwan (daily disclosure of securities trades of Taiwan based issuers, provided the next business day) for the purposes of performing certain duties for compliance with Taiwans tax laws with respect to Dynamic Equity Fund; Advent Software, Inc. (daily disclosure of full portfolio holdings) for the purpose of performing certain electronic reconciliations with respect to Large Cap Value Fund, Natixis Oakmark Global Fund, Natixis Oakmark International Fund, Small Cap Value Fund, Value Opportunity Fund and the Harris Associates subadvised discipline of the U.S. Multi-Cap Equity Fund; 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 filings and other related items; Loomis Sayles Solutions, LLC (daily disclosure of full portfolio holdings) for the purpose of performing certain portfolio compliance monitoring services with respect to the discipline of Income Diversified Portfolio managed by Active Investment Advisors; Bloomberg (daily disclosure of full portfolio holdings, provided next business day) for the purpose of performing attribution analysis with respect to the Loomis Sayles sub-advised equity segments of U.S. Multi-Cap Equity Fund; Electra (daily disclosure of full portfolio holdings) for the purpose of performing certain electronic reconciliations with respect to Income Diversified Portfolio; Barclays Capital and Yield Book (periodic disclosure of full portfolio holdings) for the purpose of performing analytics and scenario analysis with respect to the Loomis Sayles sub-advised fixed-income segments of Income Diversified Portfolio; Glass Lewis & Co., LLC (daily disclosure of full portfolio holdings, provided the next business day) for the purpose of monitoring and processing any applicable class action lawsuits filed for the securities held within the Real Estate Fund and the AEW sub-advised segment of Income Diversified Portfolio, Thomson Financial (daily disclosure of full portfolio holdings, provided the next business day) for the purpose of performing attribution analysis with respect to Real Estate Fund and the AEW sub-advised segment of Income Diversified Portfolio; Ernst & Young LLP (annually, or more frequently as needed, disclosure of foreign equity securities) for the purpose of performing certain functions related to the production of the Funds federal income and excise tax returns; and chartered accountants in India (daily disclosure of securities trades of India-based issuers, provided next business day) for the purpose of performing certain duties for compliance with the India Income Tax Act with respect to Dynamic Equity Fund. Although the Trusts may enter into written confidentiality agreements, in other circumstances, such as those described in (5) 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 Funds Board of Trustees exercises oversight of the disclosure of the Funds portfolio holdings by, among other things, receiving and reviewing reports from the Funds chief compliance officer regarding any material issues concerning the Funds disclosure of portfolio holdings or from officers of the Funds in connection with proposed new exceptions or new disclosure pursuant to item (7) 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.
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Other registered investment companies that are advised or sub-advised by a Funds adviser or subadviser 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 each 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 Funds and the advisers fiduciary duty to shareholders, and the Funds code of ethics. Each Funds policies expressly prohibit the sharing of portfolio holdings information if the Fund, its adviser, subadviser, 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 Funds adviser or subadviser or by any affiliated person of the adviser or subadviser.
Each Trust is governed by a Board of Trustees, which is responsible for generally overseeing the conduct of Fund business. 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
Under each Trusts Declaration of Trust, no annual or regular meetings of shareholders are required. As a result, the trustees will continue in office until resignation, retirement, death or removal. Trustee vacancies normally are filled by vote of the remaining trustees. If at any time less than a majority of the trustees in office have been elected by the shareholders, the trustees must call a shareholder meeting for the purpose of electing trustees.
The table below provides certain information regarding the trustees and officers of Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV. For the 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 Trust. In certain circumstances, trustees are also required to have no direct or indirect financial interest in the approval of a matter being voted on in order to be considered independent for the purposes of the requisite approval. For the purposes of this Statement, the term Interested Trustee means those trustees who are interested persons, as defined in the 1940 Act, of the relevant Trust.
The following table provides information about the members of the Board of Trustees of the Trusts, including information about their principal occupations during the past five years, information about other directorships held at public companies, and a summary of the experience, qualifications, attributes or skills that led to the conclusion that the trustee should serve as such. Unless otherwise indicated, the address of all persons below is 399 Boylston Street, Boston, MA 02116.
Name and Year of Birth |
Position(s) Held with the Trust(s), Length of Time Served and Term of Office* |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years |
Experience, Qualifications, Attributes, Skills for Board Membership |
||||
INDEPENDENT TRUSTEES |
||||||||
Graham T. Allison, Jr. (1940) |
Trustee since 1984 to 1993 and since 1995 for Natixis Funds Trust I (including its predecessors), since 1995 for Natixis |
Douglas Dillon Professor and Director of the Belfer Center for Science and International Affairs, John F. Kennedy |
44
Director, Taubman Centers, Inc. (real estate investment trust) |
Significant experience on Board of Trustees of the Trusts and/or other business organizations; government |
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Name and Year of Birth |
Position(s) Held with the Trust(s), Length of Time Served and Term of Office* |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years |
Experience, Qualifications, Attributes, Skills for Board Membership |
||||
Funds Trust II; since 2000 for Natixis Funds Trust IV
Contract Review and Governance Committee Member |
School of Government, Harvard University |
experience (including as Assistant Secretary of Defense under President Clinton); academic experience | ||||||
Charles D. Baker 1 (1956) |
Trustee from 2005 to 2009 and since 2011 for Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV
Contract Review and Governance Committee Member |
Executive in Residence at General Catalyst (venture capital and growth equity firm); formerly, President and Chief Executive Officer, Harvard Pilgrim Health Care (health plan) | 44 | Significant experience on Board of Trustees of the Trusts and/or other business organizations; executive experience including president and chief executive officer of a corporation | ||||
Edward A. Benjamin (1938) |
Trustee since 2003 for Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV
Chairman of the Contract Review and Governance Committee |
Retired |
44
Formerly, Director, Precision Optics Corporation (optics manufacturer) |
Significant experience on Board of Trustees of the Trusts and/or other business organizations; significant experience providing legal counsel to boards, funds, advisers and other financial institutions (former partner at Ropes & Gray LLP) | ||||
Daniel M. Cain (1945) |
Trustee since 1996 for Natixis Funds Trust I, Natixis Funds Trust II and since 2000 for Natixis Funds Trust IV
Contract Review and Governance Committee Member |
Chairman (formerly, President and Chief Executive Officer) of Cain Brothers & Company, Incorporated (investment banking) |
44
Director, Sheridan Healthcare Inc. (physician practice management) |
Significant experience on Board of Trustees of the Trusts and/or other business organizations; experience in the financial industry, including roles as chairman and former chief executive officer of an investment banking firm |
69
Name and Year of Birth |
Position(s) Held with the Trust(s), Length of Time Served and Term of Office* |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years |
Experience, Qualifications, Attributes, Skills for Board Membership |
||||
Kenneth A. Drucker (1945) |
Trustee since 2008 for Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV
Chairman of the Audit Committee |
Formerly, Vice President and Treasurer, Sequa Corp. (aerospace, automotive and metal manufacturing) |
44
Formerly, Director, M Fund, Inc. (investment company); Director, Gateway Trust (investment company) |
Significant experience on Board of Trustees of the Trusts and/or other business organizations; executive experience including as treasurer of a corporation | ||||
Wendell J. Knox (1948) |
Trustee since 2009 for Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV
Audit Committee Member |
Director (formerly, President and Chief Executive Officer) of Abt Associates Inc. (research and consulting) |
44
Director, Eastern Bank (commercial bank); Director, The Hanover Insurance Group (property and casualty insurance) |
Significant experience on Board of Trustees of the Trusts and/or other business organizations; executive experience including roles as president and chief executive officer of a consulting company | ||||
Sandra O. Moose (1942) |
Chairperson of the Board of Trustees since November 2005
Since 1982 for Natixis Funds Trust I (including its predecessors); since 1993 for Natixis Funds Trust II; since 2000 for Natixis Funds Trust IV
Ex officio member of the Audit Committee and Contract Review and Governance Committee |
President, Strategic Advisory Services (management consulting); formerly, Senior Vice President and Director, The Boston Consulting Group, Inc. (management consulting) |
44
Director, Verizon Communications; Director, AES Corporation (international power company); Formerly, Director, Rohm and Haas Company (specialty chemicals) |
Significant experience on Board of Trustees of the Trusts and/or other business organizations; executive experience at a management consulting company | ||||
Erik R. Sirri (1958) |
Trustee since 2009 for Natixis Funds Trust I, Natixis Funds Trust II and Natixis |
Professor of Finance at Babson College; formerly, Director of the Division of Trading and Markets |
44
None |
Experience as Director of the Division of Trading and Markets at the Securities and |
70
Name and Year of Birth |
Position(s) Held with the Trust(s), Length of Time Served and Term of Office* |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years |
Experience, Qualifications, Attributes, Skills for Board Membership |
||||
Funds Trust IV
Contract Review and Governance Committee Member |
at the Securities and Exchange Commission | Exchange Commission; academic experience and training as an economist | ||||||
Peter J. Smail (1952) |
Trustee since 2009 for Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV
Contract Review and Governance Committee Member |
Retired; formerly, President and Chief Executive Officer of Pyramis Global Advisors (investment management) |
44
None |
Mutual fund industry and executive experience, including roles as president and chief executive officer for an investment adviser | ||||
Cynthia L. Walker (1956) |
Trustee since 2005 for Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV
Audit Committee Member |
Deputy Dean for Finance and Administration, Yale University School of Medicine; formerly, Executive Dean for Administration, Harvard Medical School; and formerly, Dean for Finance and Chief Financial Officer, Harvard Medical School |
44
None |
Significant experience on Board of Trustees of the Trusts and/or other business organizations; executive experience in a variety of academic organizations, including roles as dean for finance and administration | ||||
INTERESTED TRUSTEES |
||||||||
Robert J. Blanding 2 (1947) 555 California Street San Francisco, CA 94104 |
Trustee since 2003 for Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV |
President, Chairman, Director and Chief Executive Officer, Loomis, Sayles & Company, L.P. |
44
None |
Significant experience on Board of Trustees of the Trusts; continuing service as president, chairman, and chief executive officer of Loomis, Sayles & Company, L.P. |
71
* | Each trustee serves until retirement, resignation or removal from the Board of Trustees. The current retirement age is 72; however, the trustees designated 2010 as a transition period so that any trustees who were age 72 or older during 2010 will not be required to retire until the end of calendar year 2011. 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 November 20, 2009. |
** | Each person listed above, except as noted, holds the same position(s) with Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV and Gateway Trust (collectively, the Natixis Funds Trusts), Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the Loomis Sayles Funds Trusts) and Hansberger International Series. Previous positions during the past five years with the Distributor, Natixis Advisors, or Loomis Sayles are omitted if not materially different from a trustees or officers current position with such entity. |
*** | The trustees of the Trusts serve as trustees of a fund complex that includes all series of the Natixis Funds Trusts, the Loomis Sayles Funds Trusts and Hansberger International Series (collectively, the Fund Complex). |
1 |
Mr. Baker and Mr. Giunta were appointed as trustees effective January 1, 2011. |
2 |
Mr. Blanding is deemed an interested person of the Trusts because he holds the following positions with an affiliated person of the Trusts: President, Chairman, Director and Chief Executive Officer, Loomis Sayles. |
3 |
Mr. Giunta is deemed an interested person of the Trusts because he holds the following positions with an affiliated person of the Trusts: President and Chief Executive Officer, Natixis Distribution Corporation, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P. |
4 |
Mr. Hailer is deemed an interested person of the Trusts because he holds the following positions with an affiliated person of the Trusts: President and Chief Executive OfficerU.S. and Asia, Natixis Global Asset Management, L.P. |
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Officers of the Trusts |
||||||
Name and Year of Birth |
Position(s) Held With the Trusts |
Term of Office* and Length of Time Served |
Principal Occupation(s) During Past 5 Years** |
|||
Coleen Downs Dinneen (1960) |
Secretary, Clerk and Chief Legal Officer | Since September 2004 | Executive Vice President, General Counsel, Secretary and Clerk (formerly, Senior Vice President, Deputy General Counsel, Assistant Secretary and Assistant Clerk), Natixis Distribution Corporation, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P. | |||
Russell L. Kane (1969) |
Chief Compliance Officer, Assistant Secretary and Anti-Money Laundering Officer | Chief Compliance Officer since May 2006; Assistant Secretary since June 2004; and Anti-Money Laundering Officer since April 2007 | Chief Compliance Officer for Mutual Funds, Senior Vice President, Deputy General Counsel, Assistant Secretary and Assistant Clerk, Natixis Distribution Corporation, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P. | |||
Michael Kardok (1959) |
Treasurer, Principal Financial and Accounting Officer | Since October 2004 | Senior Vice President, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P. |
* | 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 Fund Complex. Previous positions during the past five years with the Distributor, Natixis Advisors or Loomis Sayles are omitted if not materially different from a trustees or officers current position with such entity. |
Qualifications of Trustees
The preceding tables provide an overview of the considerations that led the Board to conclude that each individual serving as a trustee of the Trusts should so serve. The current members of the Board have joined the Board at different points in time. Generally, no one factor was determinative in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individuals knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the individual as a director or senior officer of other public companies; (iii) the individuals educational background; (iv) the individuals reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the individual, and the extent to which such expertise would complement the Boards existing mix of skills and qualifications; (vi) the individuals perceived ability to contribute to the ongoing functions of the Board, including the individuals ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the individuals ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) such other factors as the Board determined to be relevant in light of the existing composition of the Board and any anticipated vacancies or other transitions. Each trustees professional experience and additional considerations that contributed to the Boards conclusion that an individual should serve on the Board are summarized in the tables above.
Leadership and Structure of the Board
The Board of Trustees is led by the Chairperson of the Board, who is an Independent Trustee. The Board of Trustees currently consists of thirteen trustees, ten of whom are Independent Trustees. The trustees have delegated significant oversight authority to the two standing committees of each Trust, the Audit Committee and Contract Review and Governance Committee, both of which consist solely of Independent Trustees. These committees meet separately and at times jointly, with the joint meetings intended to educate and involve all Independent Trustees in significant committee-level topics. As well as handling matters directly, the committees raise matters to the Board of Trustees for consideration. In addition to the oversight performed by the committees and the Board of Trustees, the Chairperson of the Board and the chairpersons of each committee interact frequently with management regarding topics to be considered at Board and committee meetings as well as items arising between meetings. At least once a
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year the Board of Trustees reviews its governance structure. The Board of Trustees believes its leadership structure is appropriate and effective in that it allows for oversight at the committee or board level, as the case may be, while facilitating communications among the trustees and between the Board and Fund management.
The Contract Review and Governance Committee of each Trust considers matters relating to advisory, subadvisory and distribution arrangements, potential conflicts of interest between a Funds adviser and each Trust, and governance matters relating to each Trust. During the fiscal year ended December 31, 2010, 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 Asset Management Advisors, L.P., 399 Boylston Street, 12 th Floor, Boston, MA 02116. This written communication must (i) be signed by the shareholder, (ii) include the name and address of the shareholder, (iii) identify the 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 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 recommendation must contain sufficient background information concerning the trustee candidate to enable a proper judgment to be made as to the candidates qualifications.
The Contract Review and Governance Committee has not established specific, minimum qualifications that must be met by an individual to be recommended for nomination as an Independent Trustee. When identifying an individual to potentially fill a vacancy on the Funds Board, the Contract Review and Governance Committee may seek referrals from a variety of sources, including current trustees, management of the Trusts, Fund counsel, and counsel to the trustees, as well as shareholders of a Fund in accordance with the procedures described above. In evaluating candidates for a position on the Board, the Contract Review and Governance Committee may consider a variety of factors, including (i) the nominees knowledge of the mutual fund industry; (ii) any experience possessed by the nominee as a director or senior officer of a financial services company or a public company; (iii) the nominees educational background; (iv) the nominees 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 Boards existing mix of skills and qualifications; (vi) the nominees perceived ability to contribute to the ongoing functions of the Board, including the nominees ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the nominees ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) such other factors as the Committee may request in light of the existing composition of the Board and any anticipated vacancies or other transitions.
The Audit Committee of the Trusts consists solely of Independent Trustees and considers matters relating to the scope and results of the Trusts audits and serves as a forum in which the independent registered public accounting firm can raise any issues or problems identified in an audit with the Board of Trustees. The Audit Committee also reviews and monitors compliance with stated investment objectives and policies, SEC regulations as well as operational issues relating to the transfer agent, administrator, sub-administrator and custodian. In addition, the Audit Committee implements procedures for receipt, retention and treatment of complaints received by a Fund regarding its accounting, internal accounting controls and the confidential, anonymous submission by officers of a Fund or employees of certain service providers of concerns related to such matters. During the fiscal year ended December 31, 2010, this Committee held four meetings.
The current membership of each committee is as follows:
Audit Committee | Contract Review and Governance Committee | |
Kenneth A. Drucker Chairman |
Edward A. Benjamin Chairman | |
Wendell J. Knox |
Graham T. Allison, Jr. | |
Cynthia L. Walker |
Charles D. Baker | |
Daniel M. Cain | ||
Erik R. Sirri | ||
Peter J. Smail |
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As chairperson of the Board of Trustees, Ms. Moose is an ex-officio member of both Committees.
Boards Role in Risk Oversight of the Funds
The Boards role is one of oversight of the practices and processes of the Funds and their service providers, rather than active management of the Trusts, including in matters relating to risk management. The Board seeks to understand the key risks facing the Funds, including those involving conflicts of interest; how Fund management identifies and monitors these risks on an ongoing basis; how Fund management develops and implements controls to mitigate these risks; and how Fund management tests the effectiveness of those controls. The Board cannot foresee, know, or guard against all risks, nor are the trustees guarantors against risk.
Periodically, Fund officers provide the full Board with an overview of the enterprise risk assessment program in place at Natixis Advisors and the Distributor, which serve as the administrator of and principal underwriter to the Funds, respectively. Fund officers on a quarterly and annual basis also provide the Board (or one of its standing committees) with written and oral reports on regulatory and compliance matters, operational and service provider matters, organizational developments, product proposals, Fund and internal audit results, and insurance and fidelity bond coverage, along with a discussion of the risks and controls associated with these matters, and periodically make presentations to management on risk issues and industry best practices. Fund service providers, including advisers, sub-advisers, transfer agents and the custodian, periodically provide Fund management and/or the Board with information about their risk assessment programs and/or the risks arising out of their activities. The scope and frequency of these reports vary. Fund officers also communicate with the trustees between meetings regarding material exceptions and other items germane to the Boards risk oversight function.
Pursuant to Rule 38a-1 under the 1940 Act, the Board has appointed a Chief Compliance Officer (CCO) who is responsible for administering the Funds compliance program, including monitoring and enforcing compliance by the Funds and their service providers with the federal securities laws. The CCO has an active role in daily Fund operations and maintains a working relationship with all relevant advisory, compliance, operations and administration personnel for the Funds service providers. On at least a quarterly basis, the CCO reports to the Independent Trustees on significant compliance program developments, including material compliance matters, and on an annual basis, the CCO provides the full Board with a written report that summarizes his review and assessment of the adequacy of the compliance programs of the Funds and their service providers. The CCO also periodically communicates with the Audit Committee members between its scheduled meetings.
Fund Securities Owned by the Trustees
As of December 31, 2010, the trustees had the following ownership in the Funds and all funds in the Fund Complex:
Independent Trustees
Dollar Range of Fund Shares* |
Graham T.
Allison, Jr.** |
Charles D.
Baker*** |
Edward A.
Benjamin** |
Daniel
M. Cain** |
Kenneth
A. Drucker |
Wendell J.
Knox** |
Sandra
O. Moose |
Erik R.
Sirri |
Peter J.
Smail |
Cynthia
L. Walker** |
||||||||||
ActiveBeta Equity Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||
Dynamic Equity Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||
Income Diversified Portfolio |
A | A | A | A | A | A | A | A | A | A | ||||||||||
Hansberger International Fund |
A | A | A | E | A | A | A | A | A | E | ||||||||||
Large Cap Value Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||
Natixis Oakmark Global Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||
Natixis Oakmark International Fund |
A | A | A | A | A | A | A | A | A | A |
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Dollar Range of Fund Shares* |
Graham T.
Allison, Jr.** |
Charles D.
Baker*** |
Edward A.
Benjamin** |
Daniel
M. Cain** |
Kenneth
A. Drucker |
Wendell J.
Knox** |
Sandra
O. Moose |
Erik
R. Sirri |
Peter
J. Smail |
Cynthia
L. Walker** |
||||||||||
Real Estate Fund |
A | A | A | A | A | D | A | A | A | A | ||||||||||
Small Cap Value Fund |
A | A | A | E | A | A | A | A | A | A | ||||||||||
Targeted Equity Fund |
A | A | E | A | C | D | A | A | A | A | ||||||||||
U.S. Multi-Cap Equity Fund |
E | A | A | A | A | A | A | A | A | A | ||||||||||
Value Opportunity Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||
Aggregate Dollar Range of Fund Shares in Fund Complex Overseen by Trustee |
E | E | E | E | E | E | E | E | 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. |
*** | Mr. Baker was appointed as a trustee effective January 1, 2011. |
Interested Trustees
Dollar Range of Fund Shares* |
Robert J. Blanding | John T. Hailer | David L. Giunta** | |||
ActiveBeta Equity Fund |
A | A | A | |||
Dynamic Equity Fund |
A | A | A | |||
Income Diversified Portfolio |
A | A | A | |||
Hansberger International Fund |
A | A | A | |||
Large Cap Value Fund |
A | E | A | |||
Natixis Oakmark Global Fund |
A | A | A | |||
Natixis Oakmark International Fund |
A | A | A | |||
Small Cap Value Fund |
A | A | A | |||
Real Estate Fund |
A | A | C | |||
Targeted Equity Fund |
A | D | C | |||
U.S. Multi-Cap Equity Fund |
A | A | A | |||
Value Opportunity Fund |
A | A | A | |||
Aggregate Dollar Range of Fund Shares in Fund Complex Overseen by Trustee |
E | E | E |
* | A. None |
B. $1 - 10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
** | Mr. Giunta was appointed as trustee effective January 1, 2011. |
Trustee Fees
The Trusts pay no compensation to their officers or Interested Trustees.
The Chairperson of the Boards receives a retainer fee at the annual rate of $250,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Each Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $80,000. Each Independent Trustee also receives a meeting attendance fee of $10,000 for each meeting of the Board of Trustees that he or she attends in person and $5,000 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each committee chairman receives an additional retainer fee at the annual rate of $15,000. Each Contract Review and Governance Committee member is compensated $6,000 for each Committee
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meeting that he or she attends in person and $3,000 for each committee meeting that he or she attends telephonically. Each Audit Committee member is compensated $7,500 for each Committee meeting that he or she attends in person and $3,750 for each meeting he or she attends telephonically. Each member of the ad hoc Committee on Alternative Investments received a one-time fee of $10,000. The ad hoc Committee on Alternative Investments (Messrs. Benjamin, Cain and Drucker) is not a standing committee. These fees are allocated among the mutual fund portfolios in the Natixis Funds trusts, Loomis Sayles Funds trusts, Hansberger International Series and Gateway Trust 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 December 31, 2010, the trustees of the Trusts received the amounts set forth in the following table for serving as trustees of the Trusts and for serving as trustees of Gateway Trust, Loomis Sayles Funds Trusts 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 December 31, 2010
Aggregate
Compensation from Natixis Funds Trust I* |
Aggregate
Compensation from Natixis Funds Trust II* |
Aggregate
Compensation from Natixis Funds Trust IV* |
Pension or
Retirement Benefits Accrued as Part of Fund Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation from the Fund Complex ** |
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INDEPENDENT TRUSTEES |
|
|||||||||||||||||||||||
Graham T. Allison, Jr. |
$ | 17,990 | $ | 12,256 | $ | 2,395 | $ | 0 | $ | 0 | $ | 165,000 | ||||||||||||
Charles D. Baker*** |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Edward A. Benjamin |
$ | 19,921 | $ | 13,350 | $ | 2,615 | $ | 0 | $ | 0 | $ | 190,000 | ||||||||||||
Daniel M. Cain |
$ | 18,543 | $ | 12,826 | $ | 2,410 | $ | 0 | $ | 0 | $ | 185,000 | ||||||||||||
Kenneth A. Drucker |
$ | 17,051 | $ | 11,774 | $ | 2,217 | $ | 0 | $ | 0 | $ | 170,000 | ||||||||||||
Wendell J. Knox |
$ | 17,990 | $ | 12,256 | $ | 2,395 | $ | 0 | $ | 0 | $ | 165,000 | ||||||||||||
Sandra O. Moose |
$ | 9,881 | $ | 2,905 | $ | 812 | $ | 0 | $ | 0 | $ | 250,000 | ||||||||||||
Erik R. Sirri |
$ | 17,990 | $ | 12,256 | $ | 2,395 | $ | 0 | $ | 0 | $ | 165,000 | ||||||||||||
Peter J. Smail |
$ | 17,387 | $ | 12,025 | $ | 2,318 | $ | 0 | $ | 0 | $ | 159,000 | ||||||||||||
Cynthia L. Walker |
$ | 16,612 | $ | 11,249 | $ | 2,190 | $ | 0 | $ | 0 | $ | 160,000 | ||||||||||||
INTERESTED TRUSTEES |
||||||||||||||||||||||||
David L. Giunta**** |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
John T. Hailer |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Robert J. Blanding |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
* | Amounts include payments deferred by trustees for the fiscal years ended December 31, 2010 and January 31, 2011, with respect to the Trusts. The total amount of deferred compensation accrued for Natixis Funds Trust I as of December 31, 2010 for the trustees is as follows: Allison ($1,013,688), Benjamin ($153,231), Cain ($302,109), Knox ($26,376), Sirri ($18,637) and Walker ($75,200). The total amount of deferred compensation accrued for Natixis Funds Trust II as of December 31, 2010 for the trustees is as follows: Allison ($212,068), Benjamin ($62,200), Cain ($69,573), Knox ($19,041), Sirri ($13,537)and Walker ($36,350). The total amount of deferred compensation accrued for Natixis Funds Trust IV as of December 31, 2010 for the trustees is as follows: Allison ($19,518), Benjamin ($17,321), Cain ($14,133), Knox ($3,799), Sirri ($2,634) and Walker ($10,327). |
** | Total Compensation represents amounts paid during the fiscal year ended December 31, 2010 to a trustee for serving on the Board of Trustees of eight (8) trusts with a total of forty-five (45) funds as of December 31, 2010. |
*** | Mr. Baker served as a trustee until his resignation on December 4, 2009 and was reappointed as a trustee effective January 1, 2011. |
**** | Mr. Giunta was appointed as trustee effective January 1, 2011. |
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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.
Management Ownership
As of April 1, 2011, the officers and trustees of the Trusts collectively owned less than 1% of the then outstanding shares of each Fund and each Trust.
Code of Ethics
The Trusts, their advisers and subadvisers, 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 available on the SECs EDGAR system which can be accessed through www.sec.gov.
Proxy Voting Policies
The Boards 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 or subadviser(s). Under the Guidelines, decisions regarding the voting of proxies are to be made solely in the interest of each Fund and its shareholders. The adviser or subadviser shall exercise its fiduciary responsibilities to vote proxies with respect to each Funds investments that are managed by that adviser or subadviser in a prudent manner in accordance with the Guidelines and the proxy voting policies of the adviser or subadviser. Because each adviser and subadviser manages its portfolio independently from the other, the different Funds and/or different segments of the same Fund may vote differently on the same matter. The adviser or subadviser is responsible for maintaining certain records and reporting to the Audit Committee of the Trusts in connection with the voting of proxies. The adviser or subadviser shall make available to each Fund, or Natixis Advisors, the Funds administrator, the records and information maintained by the adviser or subadviser under the Guidelines.
Information regarding how the Funds (other than Natixis Oakmark Global Fund and Natixis Oakmark International Fund) voted proxies related to their respective portfolio securities during the 12-month period ended June 30, 2010 is available and information regarding how Natixis Oakmark Global Fund and Natixis Oakmark International Fund voted proxies related to their respective portfolio securities during the 12-month period ending June 30, 2011 will be available without charge through the Funds website, ga.natixis.com and on the SECs website at www.sec.gov.
Natixis Advisors. Generally, proxy voting responsibilities and authority are delegated to a Funds subadviser. In situations where Natixis Advisors retains proxy voting authority, it follows the following guidelines. As of the date of this Statement, Natixis Advisors retains proxy voting authority only with respect to the sleeve of Income Diversified Portfolio which is managed by Active Investment Advisors. Natixis Advisors has a fiduciary responsibility to exercise voting authority over securities held in client portfolios. Decisions regarding the voting of proxies shall be made solely in the interest of each client account advised by Natixis Advisors with the exclusive purpose being to provide benefits to clients by considering those factors that affect the value of their securities.
Natixis Advisors utilizes the services of a third party proxy service provider (Proxy Service Provider), a proxy-voting agent. The Proxy Service Provider may maintain records, provide reports, develop models and research, and vote proxies in accordance with instructions and guidelines provided by Natixis Advisors. These instructions and guidelines shall be consistent with the Proxy Voting Policy of Natixis Advisors, which generally votes for proposals that, in the judgment of Natixis Advisors, would serve to enhance shareholder value, and generally votes against proposals that, in the judgment of Natixis Advisors, would impair shareholder value.
These instructions and guidelines direct the proxy-voting agent, on behalf of Natixis Advisors and those clients for whom Natixis Advisors has retained investment discretion, to vote for or against specific types of routine proposals, while generally reserving other non-routine proposals for Natixis Advisors to decide on a case-by-case basis.
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With respect to proposals to be decided by Natixis Advisors on a case-by-case basis, appropriate personnel of Natixis Advisors have the responsibility to determine how the proxies should be voted and for directing the proxy-voting agent to vote accordingly. In all cases the responsible persons shall endeavor to vote each proxy in the interests of client accounts. An internal committee of Natixis Advisors shall review Natixis Advisors proxy-voting policy on an annual basis.
Absolute Asia. Absolute Asia utilizes the services of a Proxy Service Provider to assist in voting. When voting proxies, unless acting pursuant to a contractual obligation with the client or a specific direction from the client as to a particular proxy vote, Absolute Asia shall vote proxies solely in the interest of the account and its shareholders. Accordingly, Absolute Asia shall generally vote according to the firms Proxy Voting Guidelines (the Voting Guidelines). Under the Voting Guidelines, subject to acting solely in the interest of the account and its shareholders, generally proxies covering routine matters are voted in favor of management proposals for the accounts holding the securities that are being voted. Proxies covering non-routine matters are generally voted as recommended by management, but will be voted against management if the portfolio manager believes that managements recommendation is not in the best interest of the accounts or its shareholders.
In exercising its duty to vote, Absolute Asia does not envision that situations will arise where a conflict of interest would arise between Absolute Asia, the employee and the client. However, should a conflict of interest arise, Absolute Asia will vote in accordance with the recommendations provided by a Proxy Service Provider. Alternatively, the Chief Executive Officer and the Chief Compliance Officer of Absolute Asia may designate another portfolio manager, other than the portfolio manager who is in conflict, to deliberate on the proxy voting.
AEW. AEW utilizes the services of a Proxy Service Provider to assist in voting proxies. When voting proxies, AEW acts prudently, solely in the best interest of its clients, and for the exclusive purpose of maximizing value to its clients. AEW takes reasonable steps under the circumstances to assure that it has actually received all of the proxies for which it has voting authority. AEW considers those factors that would affect the value of its clients investments and may not, unless specifically directed to do so by a client, consider unrelated objectives, such as social considerations. In the event of any conflict of interest involving any proxy vote, AEW will vote in accordance with recommendations provided by an independent Proxy Service Provider.
CGM. CGMs policy is to vote not abstain from voting on all issues presented on portfolio securities held for its advisory clients. All issues presented for security holder vote are considered from an investment point of view and voted in the best investment interests of the beneficial owners of the account holding the securities that are being voted, with the goal of maximizing the long-term value of the account.
Proxies generally are voted by the investment manager responsible for the account holding the securities to be voted (the manager), under the supervision of the CGM Proxy Committee (the Proxy Committee). Managers may, but are not required to, consult with the Proxy Committee on how to vote particular proxies. Managers are required to follow any definitive determination by the Proxy Committee to vote a proxy in a particular manner.
Where CGM has been directed to vote in a particular manner by a client, pursuant to a contractual obligation with that client or a specific direction from the client as to a particular proxy vote, the applicable manager will vote the proxy in the manner directed by the client, subject to any contrary determination by the Proxy Committee. Generally, proxies covering routine matters are voted in favor of management proposals, subject, in each case, to the duty to act solely in the best interest of the beneficial owners of accounts holding the securities that are being voted. Proxy items involving non-routine issues generally will be voted as recommended by management, but will be voted against management if the manager responsible for voting the proxy believes that the management recommendation is not in the best interest of the beneficial owners of accounts holding the securities that are being voted.
The Proxy Committee shall consider all potential conflicts of interest brought to its attention, and will determine whether there exists a material conflict of interest with respect to the matters in question. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence CGMs decision-making in voting the proxy. Where it is deemed that a material conflict of interest does not exist, the relevant manager may vote such proxy, subject to the duty to act solely in the best interest of the beneficial owners of accounts holding the securities that are being voted.
Where it is determined by the Proxy Committee that a material conflict of interest does exist, the material conflict shall be disclosed to the applicable client and their consent shall be solicited on whether the proxy may be voted in
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the manner recommended by CGM. If the client does consent, then the proxy shall be voted in such a manner. If the client does not consent, the proxy shall (i) be voted in the manner directed by the client, or, lacking such direction, (ii) not be voted.
Hansberger. Hansberger utilizes the services of a Proxy Service Provider to assist in voting proxies. The Proxy Service Provider is a premier proxy research, advisory, voting and vote-reporting service that specializes in global proxy voting. The Proxy Service Providers primary function with respect to Hansberger is to apprise Hansberger of shareholder meeting dates of all securities holdings, translate proxy materials received from companies, provide associated research and provide considerations and recommendations for voting on particular proxy proposals. Although Hansberger may consider the Proxy Service Providers and others recommendations on proxy issues, Hansberger bears ultimate responsibility for proxy voting decisions.
Hansberger takes reasonable steps under the circumstances to ensure that proxies are received and voted in the best interest of its clients, which generally means voting proxies with a view to enhancing the value of the shares of stock held in client accounts. The financial interest of the clients is the primary consideration in determining how proxies should be voted. In the case of social and political responsibility issues that in Hansbergers view do not primarily involve financial considerations, it is not possible to represent fairly the diverse views of its clients and, thus, unless a client has provided other instructions, Hansberger generally votes in accordance with the recommendations of the Proxy Service Provider on these issues, although, on occasion Hansberger abstains from voting on these issues. When making proxy-voting decisions, Hansberger generally adheres to its Proxy Voting Guidelines (the Guidelines), as revised from time to time. The Guidelines, which have been developed with reference to the positions of the Proxy Service Provider, set forth Hansbergers positions on recurring issues and criteria for addressing non-recurring issues and incorporates many of the Proxy Service Providers standard operating policies.
From time to time, proxy voting proposals may raise conflicts between the interests of Hansbergers clients and the interests of Hansberger and its employees. Hansberger takes certain steps designed to ensure a decision to vote the proxies was based on the clients best interest and was not the product of the conflict. Hansbergers Proxy Voting Committee is primarily responsible for monitoring and resolving possible material conflicts with respect to proxy voting. Any portfolio manager or research analyst with knowledge of a personal conflict of interest relating to a particular matter is required to disclose that conflict to the Chief Compliance Officer and may be required to excuse him or herself from the proxy voting process. Issues raising possible conflicts of interest are referred to the Proxy Voting Committee for resolution. Application of the Guidelines or voting in accordance with the Proxy Service Providers vote recommendation should, in most cases, adequately address any possible conflicts of interest.
Harris Associates. Harris Associates Proxy Committee has established a number of proxy voting guidelines on various issues of concern to investors. Harris Associates will normally vote proxies in accordance with these guidelines unless the Proxy Committee determines that it is in the best economic interests of shareholders to vote contrary to the guidelines. Harris Associates voting guidelines generally address issues related to boards of directors, auditors, equity based compensation plans, and shareholder rights.
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With respect to a companys board of directors, Harris Associates believes that there should be a majority of independent directors and that audit, compensation and nominating committees should consist solely of independent directors, and it usually will vote in favor of proposals that ensure such independence. |
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With respect to auditors, Harris Associates believes that the relationship between a public company and its auditors should be limited primarily to the audit engagement, and it usually will vote in favor of proposals to prohibit or limit fees paid to auditors for any services other than auditing and closely-related activities that do not raise any appearance of impaired independence. |
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With respect to equity based compensation plans, Harris Associates believes that appropriately designed plans approved by a companys shareholders can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. However, Harris Associates will normally vote against plans that substantially dilute its clients ownership interest in the company or provide participants with excessive awards. Harris Associates usually also will vote in favor of proposals to require the expensing of options. |
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With respect to shareholder rights, Harris Associates believes that all shareholders of a company should have an equal voice and that barriers that limit the ability of shareholders to effect corporate change and to realize the full value of their investment are not desirable. Therefore, Harris Associates usually will vote against proposals for supermajority voting rights, against the adoption of poison pill plans, and against proposals for different classes of stock with different voting rights. |
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|
With respect to social responsibility issues, Harris Associates believes that matters related to a companys day-to-day business operations are primarily the responsibility of management. Harris Associates is focused on maximizing long-term shareholder value and usually will vote against shareholder proposals requesting that a company disclose or change certain business practices unless it believes the proposal would have a substantial positive economic impact on the company. |
Harris Associates may determine not to vote a Funds proxy if it has concluded that the costs of or disadvantages resulting from voting outweigh the economic benefits of voting. For example, in some non- U.S. jurisdictions, the sale of securities voted may be prohibited for some period of time, usually between the record and meeting dates (share blocking), and the Adviser may determine that the loss of investment flexibility resulting from share blocking outweighs the benefit to be gained by voting.
The Proxy Committee, in consultation with Harris Associates legal and compliance departments, will monitor and resolve any potential conflicts of interest with respect to proxy voting. A conflict of interest might exist, for example, when an issuer who is soliciting proxy votes also has a client relationship with Harris Associates, when a client of Harris Associates is involved in a proxy contest (such as a corporate director), or when an employee of Harris Associates has a personal interest in a proxy matter. When a conflict of interest arises, in order to insure that proxies are voted solely in the best interests of Harris Associates clients as shareholders, Harris Associates will vote in accordance with either Harris Associates written guidelines or the recommendation of an independent third-party voting service. If Harris Associates believes that voting in accordance with the guidelines or the recommendation of the proxy voting service would not be in the collective best interests of shareholders, Harris Associates Proxy Voting Conflicts Committee will determine how shares should be voted.
Loomis Sayles. 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. One of Loomis Sayles Proxy Voting Services, Glass, Lewis & Company (Glass Lewis) provides vote recommendations and/or analysis to Loomis Sayles based on Glass Lewis own research. Loomis Sayles will generally follow its express policy with input from Glass Lewis unless Loomis Sayles Proxy Committee (the Proxy Committee) determines that the clients 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 Loomis Sayles proxy voting procedures (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 proxy votes 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 Glass Lewis in making its voting decisions. However, if the Proxy Committee determines that Glass Lewis recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against Glass Lewis 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
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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.
Vaughan Nelson. Vaughan Nelson utilizes the services of a Proxy Service Provider to assist in voting proxies. Vaughan Nelson undertakes to vote all client proxies in a manner reasonably expected to ensure the clients best interest is upheld and in a manner that does not subrogate the clients best interest to that of Vaughan Nelsons in instances where a material conflict exists. Vaughan Nelson has created a Proxy Voting Guideline (Guideline) believed to be in the best interest of clients relating to common and recurring issues found within proxy voting material. The Guideline is the work product of Vaughan Nelsons Investment Committee and it considers the nature of the firms business, the types of securities being managed and other sources of information including, but not limited to, research provided by an independent research firm, internal research, published information on corporate governance and experience. The Guideline helps to ensure voting consistency on issues common amongst issuers and to serve as evidence that a vote was not the product of a conflict of interest but rather a vote in accordance with a pre-determined policy. However, in many recurring and common proxy issues a blanket voting approach cannot be applied. In these instances the Guideline indicates that such issues will be addressed on a case-by-case basis in consultation with a portfolio manager to determine how to vote the issue in the clients best interest.
In executing its duty to vote proxies for the client, a material conflict of interest may arise. Vaughan Nelson does not envision a large number of situations where a conflict of interest would exist, if any, between it and the client given the nature of its business, client base, relationships and the types of securities managed. Notwithstanding, if a conflict of interest arises Vaughan Nelson will undertake to vote the proxy or proxy issue in the clients continued best interest. This will be accomplished by either casting the vote in accordance with the Guideline, if the application of such policy to the issue at hand involves little discretion on Vaughan Nelsons part, or casting the vote as indicated by the independent third-party research firm.
Finally, there may be circumstances or situations that may preclude or limit the manner in which a proxy is voted. These may include: 1) mutual funds whereby voting may be controlled by restrictions within the fund or the actions of authorized persons, 2) international securities whereby the perceived benefit of voting an international proxy does not outweigh the anticipated costs of doing so, 3) new accounts instances where security holdings assumed will be sold in the near term thereby limiting any benefit to be obtained by a vote of proxy material, 4) small combined holdings/unsupervised securities where the firm does not have a significant holding or basis on which to offer advice, or 5) a security is out on loan.
Westpeak. Westpeaks proxy voting activities are carried out under the direction of its Proxy Committee, which consists of at least two Westpeak officers. Westpeak has engaged an independent third-party service provider, Institutional Shareholder Services Inc. (ISS), as its proxy voting agent. The Proxy Committee has determined that, except as set forth below, proxies will be voted in accordance with the voting recommendations contained in the applicable U.S. or International ISS Proxy Voting Guidelines (the Proxy Voting Guidelines). These guidelines identify proposals commonly presented to shareholders and are formulated by ISS based on input from its institutional clients. The Proxy Voting Guidelines include a summary of the rationale for each guideline. On an annual basis, the Proxy Committee reviews a summary of the Proxy Voting Guidelines in order to provide reasonable assurance that the ISS recommendations continue to reflect the best interest of Westpeaks clients.
The voting agent analyzes each proxy issue using the Proxy Voting Guidelines. Since issues affecting the exercise of voting rights are not normally addressed in Westpeaks quantitative investment process, the Proxy Committee generally determines to vote all shares in accordance with the Proxy Voting Guidelines. The Proxy Committee may determine to vote shares contrary to the Proxy Voting Guidelines, but will only do so at a clients specific direction or if it believes that voting in such manner is in the best interest of Westpeaks clients.
It is possible that actual or apparent conflicts may arise between Westpeaks interests and those of Westpeaks clients in connection with the voting of proxies. To help ensure that all proxies are voted in the best interest of Westpeaks clients, Westpeaks Chief Compliance Officer reviews each case where the Proxy Committee exercises discretion on a case-by-case basis ( e.g ., where the Proxy Committee determines to vote contrary to the Proxy Voting Guidelines) for material conflicts of interest. To facilitate this process, in each case where the Proxy Committee exercises discretion on a case-by-case basis, the Proxy Committee members with voting authority are directed to disclose to the Chief Compliance Officer if they have knowledge of any actual or apparent conflict of interest involving Westpeak, or its officers, directors or employees, in connection with such proxy.
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If Westpeaks Chief Compliance Officer determines that a material conflict of interest exists with respect to a proxy, Westpeak may (i) notify the affected client of the conflict and seek such clients proxy voting directions on the matter, (ii) seek voting instructions from an independent third party, or (iii) vote the proxies without seeking instructions from the client or an independent third party, provided that the basis for Westpeaks conclusion that the proxies were voted in the best interest of clients is documented in writing.
INVESTMENT ADVISORY AND OTHER SERVICES
Information About the Organization and Ownership of the Advisers and Subadvisers of the Funds
Natixis Advisors , formed in 1995, is a limited partnership owned by Natixis Asset Management, L.P. (Natixis US).
Natixis US is part of Natixis Global Asset Management, an international asset management group based in Paris, France, that is in turn owned by Natixis, a French investment banking and financial services firm. Natixis is principally owned by BPCE, Frances second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse dEpargne regional savings banks and the Banque Populaire regional cooperative banks. The registered address of Natixis is 30, avenue Pierre Mendès France, 75013 Paris, France. The registered address of BPCE is 50, avenue Pierre Mendès France, 75013 Paris, France.
The 14 principal subsidiary or affiliated asset management firms of Natixis US collectively had over $290 billion in assets under management or administration as of December 31, 2010.
Absolute Asia is an affiliate of Natixis US and was formed in 1998.
Active Investment Advisors (Active) is a division of Natixis Advisors that specializes in providing customized, actively managed index solutions in the separate account market.
AEW is a registered investment adviser whose origins date back to 1981. AEW is a wholly-owned subsidiary of Natixis US. Natixis US owns the entire limited partnership interest in AEW. AEW is the adviser of the Real Estate Fund.
CGM is a limited partnership whose sole general partner, Kenbob, Inc., is a corporation controlled by G. Kenneth Heebner. Natixis US owns a majority limited partnership interest in CGM. In addition to advising Natixis Funds, CGM acts as investment adviser of CGM Trust and also provides investment advice to other institutional and individual clients.
Hansberger , a Delaware Corporation, was formed in 1994. Hansberger is a wholly owned subsidiary of Hansberger Group, Inc. and an indirect subsidiary of Natixis US. Hansberger specializes in global investing, managing separate portfolios and providing advisory and subadvisory services to mutual funds.
Harris Associates was organized in 1995 to succeed to the business of a predecessor limited partnership also named Harris Associates L.P., which together with its predecessor had advised and managed mutual funds since 1976. Harris Associates is a limited partnership whose sole general partner is Harris Associates Inc., a wholly-owned subsidiary of Natixis US. Natixis US owns the entire limited partnership interest in Harris Associates. Harris Associates also serves as investment adviser to individuals, trusts, retirement plans, endowments and foundations, and manages two private partnerships.
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 NGAM, which in turn is a wholly-owned subsidiary of Natixis US. Natixis US owns the entire limited partnership interest in Loomis Sayles.
Vaughan Nelson was formed in 1970 and provides investment advisory services to foundations, university
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endowments, corporate retirement plans and individuals. Vaughan Nelson is a limited partnership whose sole general partner, Vaughan Nelson Investment Management, Inc., is a wholly-owned subsidiary of Natixis US. Natixis owns the entire limited partnership interest in Vaughan Nelson.
Westpeak, located at 1470 Walnut Street, Boulder, CO 80302, serves as subadviser to the ActiveBeta Equity Fund. Westpeak had $296 million in assets under management as of December 31, 2010. Westpeak makes investment decisions for the ActiveBeta Equity Fund. Westpeak, a registered investment adviser, is principally owned and controlled by Khalid Ghayur, Ronan G. Heaney and Stephen C. Platt, all executives of Westpeak. Mr. Ghayur and Mr. Platt are also portfolio managers of the ActiveBeta Equity Fund.
Advisory and Subadvisory Agreements
Each Funds advisory agreement with Natixis Advisors (with AEW in the case of the Real Estate Fund and with CGM in the case of Targeted Equity Fund) 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 Funds assets in accordance with its investment objectives and policies.
Each Fund pays all expenses not borne by its adviser or subadviser(s) 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, subadviser(s) or their affiliates, other than affiliated registered investment companies. In the case of Funds with Class Y shares, certain expenses may be allocated differently among the Funds Classes A, B and C shares, on the one hand, and Class Y shares on the other hand. See Description of the Trusts.
Except as noted below, each advisory agreement and, where applicable, each subadvisory 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 relevant 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. Natixis Funds Trust I and Natixis Funds Trust II have received an exemptive order from the SEC that permits Natixis Advisors to amend existing subadvisory agreements, where applicable, when approved by the Board of Trustees, without shareholder approval. The exemption also permits Natixis Advisors to enter into new subadvisory agreements with subadvisers that are not affiliated with Natixis Advisors without obtaining shareholder approval, if approved by the relevant Trusts Board of Trustees. Before any Natixis Fund can begin to rely on the exemptions described above, a majority of the shareholders of the Fund must approve the ability of the Fund to rely on the exemptive order. Certain Natixis Funds have already received shareholder approval to rely on the exemptive order. Shareholders will be notified of any subadviser changes.
Each advisory and subadvisory 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 relevant Fund, upon 60 days written notice, or by the Funds 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 subadvisory agreement also may be terminated by the subadviser upon 90 days notice and automatically terminates upon termination of the related advisory agreement.
Each advisory and subadvisory agreement provides that the adviser or subadviser 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.
With respect to all Funds except Real Estate Fund and Targeted Equity Fund, Natixis Advisors oversees the portfolio management services provided to the Funds by each of the subadvisers and provides certain administrative services. Subject to the review of the Board of Trustees, Natixis Advisors monitors each subadviser to assure that
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the subadviser is managing a Funds assets consistently with the Funds investment objective and restrictions and applicable laws and guidelines, including, but not limited to, compliance with the diversification requirements set forth in the 1940 Act and Subchapter M of the Code. In addition, Natixis Advisors also provides subadvised Funds with administrative services which include, among other things, day-to-day administration of matters related to the Funds existence, maintenance of its records, preparation of reports and assistance in the preparation of the Funds registration statement under federal and state laws. In addition, Natixis Advisors does not determine what investments will be purchased or sold for any Fund. Because each subadviser manages its portfolio independently from the others, the same security may be held in two or more different Funds (or disciplines of Income Diversified Portfolio or segments of U.S. Multi-Cap Equity Fund) or may be acquired for one Fund (or disciplines of Income Diversified Portfolio or segments of U.S. Multi-Cap Equity Fund) at a time when the subadviser of another Fund (or discipline or segment) deems it appropriate to dispose of the security from that other Fund (or discipline or segment) or otherwise take a short position in or related to that security. Similarly, under some market conditions, one or more of the subadvisers may believe that temporary, defensive investments in short-term instruments or cash are appropriate when another subadviser or subadvisers believe continued exposure to the broader securities is appropriate. Because each subadviser directs the trading for its discipline(s) of Income Diversified Portfolio or segments of U.S. Multi-Cap Equity Fund, and does not aggregate its transactions with those of the other subadvisers, the Fund or Portfolio may incur higher brokerage costs than would be the case if a single adviser or subadviser were managing the entire Fund. Natixis Advisors will provide, or cause the Funds custodian to provide, information to each subadviser regarding the composition of assets of each applicable Fund and the assets to be invested and reinvested by the subadviser.
Natixis Advisors may terminate any subadvisory agreement without shareholder approval. In such case, Natixis Advisors will either enter into an agreement with another subadviser to manage the Fund (or discipline of Income Diversified Portfolio or segments of U.S. Multi-Cap Equity Fund) or allocate the segments or disciplines assets among the other segments or disciplines of the Fund.
Distribution Agreements and Rule 12b-1 Plans
Under a separate agreement with each Fund, the Distributor serves as the principal distributor of each class of shares of the Funds. The Distributors principal business address is 399 Boylston Street, Boston, Massachusetts 02116. Under these agreements (the Distribution Agreements), 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 Prospectuses to existing shareholders.
The Distributor is paid by the Funds the service and distribution fees described in the applicable Prospectus. The Distributor may, at its discretion, reallow the entire sales charge imposed on the sale of Class A and Class C shares of a Fund to investment dealers from time to time. The SEC is of the view that dealers receiving all or substantially all of the sales charge may be deemed underwriters of a Funds shares.
Each Fund has adopted Rule 12b-1 plans (the Plans) for its Classes A, B and C shares as applicable which, among other things, permit it to pay the Distributor monthly fees out of its net assets. These fees consist of a service fee and a distribution fee. Any such fees that are paid by a distributor to securities dealers are known as trail commissions. Pursuant to Rule 12b-1 under the 1940 Act, each Plan was approved by the shareholders of each Fund, and (together with the related Distribution Agreement) by the Board of Trustees, including a majority of the Independent Trustees of the relevant Trust. Class B shares are no longer offered for sale.
Under the Plans, each Fund pays the Distributor a monthly service fee at an annual rate not to exceed 0.25% of each Funds average daily net assets attributable to the Classes A, B and C shares, as applicable. In the case of the Class B shares, the Distributor pays investment dealers the first years service fee at the time of sale, in the amount of up to 0.25% of the amount invested. In the case of Class C shares, the Distributor retains the first years service fee of 0.25% assessed against such shares. For Class A and, after the first year, for Class B and Class C shares, the Distributor may pay up to the entire amount of this fee to securities dealers who are dealers of record with respect to the Funds shares, on a quarterly basis, unless other arrangements are made between the Distributor and the securities dealer, for providing personal services to investors in shares of the Fund and/or the maintenance of shareholder accounts. This service fee will accrue to securities dealers of record immediately with respect to reinvested income dividends and capital gain distributions of the Funds Class A and Class B shares.
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The service fee on Class A shares may be paid only to reimburse the Distributor for the expense of providing personal services to investors, including, but not limited to, (i) expenses (including overhead expenses) of the Distributor for providing personal services to investors in connection with the maintenance of shareholder accounts and (ii) payments made by the Distributor to any securities dealer or other organization (including, but not limited to, any affiliate of the Distributor) with which the Distributor has entered into a written agreement for this purpose, for providing personal services to investors and/or the maintenance of shareholder accounts, which payments to any such organization may be in amounts in excess of the cost incurred by such organization in connection therewith.
Each Funds Class B and Class C shares also pay the Distributor a monthly distribution fee at an annual rate of 0.75% of the average net assets of the respective Funds Class B and Class C shares. The Distributor retains the 0.75% distribution fee assessed against both Class B and Class C shares during the first year of investment. After the first year for Class B shares, the Distributor retains the annual distribution fee as compensation for its services as distributor of such shares. After the first year for Class C shares, the Distributor may pay up to the entire amount of this fee to securities dealers who are dealers of record with respect to the Funds shares, as distribution fees in connection with the sale of the Funds shares on a quarterly basis, unless other arrangements are made between the Distributor and the securities dealer. As noted in the Prospectus, Class B shares automatically convert into Class A shares after 8 years. This conversion from Class B 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.
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.
Fees paid by Class A, Class B or Class C shares of any Fund may indirectly support sales and servicing efforts relating to shares of the other series of the Natixis Funds Trusts or the Loomis Sayles Funds Trusts. In reporting its expenses to the trustees, the Distributor itemizes expenses that relate to the distribution and/or servicing of a single Funds shares, and allocates other expenses among the relevant Funds based on their relative net assets or relative sales. Expenses allocated to each Fund are further allocated among its classes of shares annually based on the relative sales of each class, except for any expenses that relate only to the sale or servicing of a single class.
The Distributor has entered into selling agreements with investment dealers, including affiliates of the Distributor, for the sale of the Funds shares. As described in more detail below, the Distributor, at its expense, may pay additional amounts to dealers who have selling agreements with the Distributor. Class Y shares of the Funds may be offered by registered representatives of certain affiliates who are also employees of Natixis US and may receive compensation from the Funds adviser or subadviser with respect to sales of Class Y shares. (Note that certain Funds do not currently offer Class Y shares.)
The Distribution Agreement for any Fund may be terminated at any time on 60 days notice to the Distributor without payment of any penalty by either vote of a majority of the outstanding voting securities of the relevant Fund or by vote of a majority of the trustees. The Distribution Agreement may be terminated at any time on 90 days written notice to the Trust, without payment of any penalty.
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 cast in person at a meeting called for that purpose and (ii) by the vote of the Board of Trustees or by a vote of a majority of the outstanding securities of a Fund (or the relevant class, in the case of the Plans).
With the exception of the Distributor, its affiliated companies and those trustees that are not Independent Trustees, no interested person of the Trusts or any trustee of the Trusts had any direct or indirect financial interest in the operation of the Plans or any related agreement. Benefits to the Funds and their shareholders resulting from the Plans are believed to include (1) enhanced shareholder service, (2) asset retention and (3) enhanced portfolio management opportunities and bargaining position with third party service providers and economies of scale arising from having asset levels higher than they would be if the plans were not in place.
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The Distributor controls the words Natixis in the names of the Natixis Funds trusts and if it should cease to be the principal distributor of such Funds shares, the Trusts may be required to change their names and delete these words or letters. The Distributor also acts as principal distributor for Loomis Sayles Funds I, Loomis Sayles Funds II (except Class J shares of the Loomis Sayles Investment Grade Bond Fund), Hansberger International Series and Gateway Trust.
The portion of the various fees and expenses for Funds offering Classes A, and, with respect to certain Funds, C shares that are paid (reallowed) to
Class A
All Funds (except Income Diversified Portfolio)
Cumulative Investment |
Maximum
Sales Charge Paid by Investors (% of offering price) |
Maximum
Reallowance or Commission (% of offering price) |
Maximum
First Year Service Fee (% of net investment) |
Maximum
First Year Compensation (% of offering price) |
||||||||||||
Less than $50,000* |
5.75 | % | 5.00 | % | 0.25 | % | 5.25 | % | ||||||||
$50,000 - $99,999 |
4.50 | % | 4.00 | % | 0.25 | % | 4.25 | % | ||||||||
$100,000 - $249,999 |
3.50 | % | 3.00 | % | 0.25 | % | 3.25 | % | ||||||||
$250,000 - $499,999 |
2.50 | % | 2.15 | % | 0.25 | % | 2.40 | % | ||||||||
$500,000 - $999,999 |
2.00 | % | 1.70 | % | 0.25 | % | 1.95 | % | ||||||||
Investments of $1 million or more (1) |
|
|||||||||||||||
First $3 million |
None | 1.00 | % | 0.25 | % | 1.25 | % | |||||||||
Excess over $3 million |
None | 0.50 | % | 0.25 | % | 0.75 | % | |||||||||
Investments with no Sales Charge (2 ) |
None | 0.00 | % | 0.25 | % | 0.25 | % |
* | (Targeted Equity Fund only) For accounts established prior to February 28, 1997 having a total investment value between (and including) $25,000 and $49,000, a reduced sales charge of 5.50% of the offering price (or 5.82% of the net amount invested), with a dealers concession of 4.25% as a percentage of offering price, will be charged on the sale of additional Class A shares of Targeted Equity Fund if the total investment value of Targeted Equity Fund account after such sale is between (and including) $25,000 and $49,000. |
(1) | Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers or market declines. For example, if a shareholder has accumulated investments in excess of $3 million and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission of 0.50%. |
Income Diversified Portfolio
Cumulative Investment |
Maximum
Sales Charge Paid by Investors (% of offering price) |
Maximum
Reallowance or Commission (% of offering price) |
Maximum
First Year Service Fee (% of net investment) |
Maximum
First Year Compensation (% of offering price) |
||||||||||||
Less than $100,000 |
4.50 | % | 4.00 | % | 0.25 | % | 4.25 | % | ||||||||
$100,000 - $249,999 |
3.50 | % | 3.00 | % | 0.25 | % | 3.25 | % | ||||||||
$250,000 - $499,999 |
2.50 | % | 2.15 | % | 0.25 | % | 2.40 | % | ||||||||
$500,000 - $999,999 |
2.00 | % | 1.70 | % | 0.25 | % | 1.95 | % | ||||||||
Investments of $1 million or more (1) |
|
|||||||||||||||
First $3 million |
None | 1.00 | % | 0.25 | % | 1.25 | % | |||||||||
Excess over $3 million |
None | 0.50 | % | 0.25 | % | 0.75 | % | |||||||||
Investments with no Sales Charge (2 ) |
None | 0.00 | % | 0.25 | % | 0.25 | % |
(1) | Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers or market declines. For example, if a shareholder has accumulated investments in excess of $3 million and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission of 0.50%. |
(2) | Refers to any investments made by investors not subject to a sales charge as described in the Prospectuses for Classes A, B and C shares of the Funds in the section How Sales Charges Are Calculated. |
Classes B and C
Classes B and C service fees are payable regardless of the amount of the Distributors related expenses. The portion of the various fees and expenses for Class B and Class C shares of the Funds that are paid to securities dealers are
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shown in the following chart:
Investment |
Maximum
FrontEnd Sales Charge Paid by Investors (% of offering price) |
Maximum
Reallowance or Commission (% of offering price) |
Maximum
First Year Service Fee (% of net investment) |
Maximum
First Year Compensation (% of offering price) |
||||||||||||
All amounts for Class B |
None | 3.75 | % | 0.25 | % | 4.00 | % | |||||||||
All amounts for Class C |
None | 1.00 | % | 0.00 | % | 1.00 | % |
(1) | Refers to any investments made by investors not subject to a sales charge as described in the Prospectus for Classes A, B and C shares of the Funds in the section How Sales Charges Are Calculated. |
All Funds
As previously discussed, Class B shares are no longer offered by any Fund. As described in the Prospectus, each purchase or sale of shares is effected at the NAV next determined after an order is received, less any applicable sales charge. The sales charge is allocated between the investment dealer and the Distributor, as indicated in the tables above. The Distributor receives the contingent deferred sales charge (the CDSC). Proceeds from the CDSC on Class A and C shares are paid to the Distributor and are used by the Distributor to defray the expenses for services the Distributor provides the Trusts. Proceeds from the CDSC on Class B shares are paid to the Distributor and are remitted to SG Constellation LLC to compensate SG Constellation LLC for financing the payment of commissions on the sale of Class B shares pursuant to certain Class B financing and servicing agreements between the Distributor and SG Constellation LLC. The Distributor may, at its discretion, pay (reallow) the entire sales charge imposed on the sale of Class A shares to investment dealers from time to time.
The Funds may pay fees to intermediaries such as banks, broker-dealers, financial advisors or other financial institutions for sub-administration, sub-transfer agency and other services, including, but not limited to, recordkeeping, shareholder or participant reporting or shareholder or participant recordkeeping) (recordkeeping and processing-related services) associated with shareholders whose shares are held of record in omnibus, other group accounts (for example, 401(k) plans) or accounts traded through registered securities clearing agents. These fees are paid by the Funds in light of the fact that other costs may be avoided by the Funds where the intermediary, not the Funds service providers, provides shareholder services to Fund shareholders. The intermediary may impose other account or service charges directly on account holders or participants. In addition, depending on the arrangements, the Funds advisers and/or Distributor or their affiliates may, out of their own resources, compensate such financial intermediaries or their agents directly or indirectly for such recordkeeping and processing-related services. The services provided and related payments vary from firm to firm.
The Distributor, Natixis Advisors and their affiliates may, out of their own resources, make additional payments to financial intermediaries who sell shares of the Funds. Such payments and compensation are in addition to any fees paid by the Funds. These payments may include: (i) full reallowance of the sales charge of Class A shares, (ii) additional compensation with respect to the sale and/or servicing of Class A, B and C shares, (iii) payments based upon various factors described below and (iv) financial assistance programs to firms who sell or arrange for the sale of Fund shares including, but not limited to, marketing and sales fees, expenses related to advertising or promotional activity and events and shareholder record keeping or miscellaneous administrative services. From its own profits and resources, the Distributor may, from time to time, make payments to qualified wholesalers, registered financial institutions and third party marketers for marketing support services and/or retention of assets. Among others, the Distributor has agreed to make such payments for marketing support services to AXA Advisors, LLC. In addition to marketing and/or financial support payments described above, payment for travel, lodging and related expenses may be provided for attendance at Fund seminars and conferences, e.g. , due diligence meetings held for training and educational purposes. The payment of these concessions and any other compensation offered will conform with state and federal laws and the rules of any self-regulatory organization, such as the Financial Industry Regulatory Authority (FINRA). The participation of such firms in financial assistance programs is at the discretion of the firm and the Distributor. The payments described in (iii) above may be based on gross sales (generally ranging from 0.05% to 0.25% of gross sales) or the amount of assets a financial intermediarys clients have invested in the Funds (at annual rates generally ranging from 0.05% to 0.50% of the value of the clients shares). The actual payment rates to a financial intermediary will depend upon how the particular arrangement is structured ( e.g. , solely asset-based fees, solely sales-based fees or a combination of both) and other factors such as the length of time assets have remained invested in the Funds, redemption rates and the willingness of the financial intermediary to provide access to its representatives for educational and marketing purposes. The payments to financial intermediaries described in
88
this section and elsewhere in this Statement, which may be significant to the financial intermediaries, may create an incentive for a financial intermediary or its representatives to recommend or sell shares of a particular Fund or shares 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. Investors should contact their financial representative for details about the payment the financial intermediaries may receive.
From time to time, the Funds service providers, or any of their affiliates, may also pay non-cash compensation to the sales representatives of financial intermediaries in the form of (i) occasional gifts; (ii) occasional meals, tickets or other entertainment; and/or (iii) sponsorship support of regional events of intermediaries.
Dealers may charge their customers a processing fee or service fee in connection with the purchase or redemption of fund shares. The amount and applicability of such a fee is determined and disclosed to its customers by its individual dealer. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in the Funds Prospectuses and this Statement. Customers will be provided with specific information about any processing or service fees charged by their dealer.
The commissions and sales charges for the last three fiscal years were allocated as follows:
NATIXIS FUNDS TRUST I |
|
|||||||||||
12/31/08 | 12/31/09 | 12/31/10 | ||||||||||
Total commissions on sales of Class A shares |
$ | 1,856,740 | $ | 1,166,119 | ||||||||
Amount reallowed to other securities dealers |
$ | 1,616,934 | $ | 1,058,405 | ||||||||
Amount retained by Distributor |
$ | 239,806 | $ | 107,714 | ||||||||
Total CDSCs on redemptions of Classes A, B and C shares |
$ | 291,052 | $ | 148,176 | ||||||||
Amount paid to SG Constellation LLC |
$ | 203,058 | $ | 73,676 | ||||||||
Amount retained by Distributor* |
$ | 87,994 | $ | 74,500 |
| Information is only provided for the Funds in this Statement as listed on the cover page. |
* | See the section Other Arrangements for information about amounts received by the Distributor from Natixis Funds Trust Is investment advisers and subadvisers or the Funds directly for providing certain administrative services relating to Natixis Funds Trust I. |
NATIXIS FUNDS TRUST II |
|
|||||||||||
12/31/08 | 12/31/09 | 12/31/10 | ||||||||||
Total commissions on sales of Class A shares |
$ | 44,524 | $ | 53,335 | ||||||||
Amount reallowed to other securities dealers |
$ | 38,718 | $ | 47,840 | ||||||||
Amount retained by Distributor |
$ | 5,807 | $ | 5,495 | ||||||||
Total CDSCs on redemptions of Classes A, B and C shares |
$ | 43,301 | $ | 13,186 | ||||||||
Amount paid to SG Constellation LLC |
$ | 41,229 | $ | 10,768 | ||||||||
Amount retained by Distributor* |
$ | 2,072 | $ | 2,418 |
| Information is only provided for the Funds in this Statement as listed on the cover page. |
* | See the section Other Arrangements for information about amounts received by the Distributor from Natixis Funds Trust IIs investment advisers and subadvisers or the Funds directly for providing certain administrative services relating to Natixis Funds Trust II. |
NATIXIS FUNDS TRUST IV |
|
|||||||||||
1/31/09 | 1/31/10 | 1/31/11 | ||||||||||
Total commissions on sales of Class A shares |
$ | 87,186 | $ | 107,854 | ||||||||
Amount reallowed to other securities dealers |
$ | 75,752 | $ | 93,746 | ||||||||
Amount retained by Distributor |
$ | 11,434 | $ | 14,108 | ||||||||
Total CDSCs on redemptions of Classes A, B and C shares |
$ | 21,318 | $ | 5,693 | ||||||||
Amount paid to SG Constellation LLC |
$ | 17,695 | $ | 4,837 | ||||||||
Amount retained by Distributor* |
$ | 3,623 | $ | 856 |
* | See the section Other Arrangements for information about amounts received by the Distributor from Natixis Funds Trust IVs investment adviser or the Funds directly for providing certain administrative services relating to Natixis Funds Trust IV. |
89
Administrative 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, (iii) the various registrations and filings required by various regulatory authorities and (iv) consultation and legal advice on Fund related matters.
For these services, Natixis Advisors received the following fees from the Funds for the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010:
Fund |
2008 | 2009 | 2010 | |||||||||||||
Fees | Fees waived* | Fees | Fees | |||||||||||||
ActiveBeta Equity Fund 1 |
| | | $ | 42,095 | |||||||||||
Dynamic Equity Fund 2 |
| | | $ | 84,088 | |||||||||||
Income Diversified Portfolio |
$ | 48,522 | $ | 1,521 | $ | 27,825 | $ | 27,906 | ||||||||
Hansberger International Fund |
$ | 70,672 | $ | 2,271 | $ | 43,587 | $ | 43,516 | ||||||||
Large Cap Value Fund |
$ | 85,193 | $ | 2,657 | $ | 57,146 | $ | 63,306 | ||||||||
Natixis Oakmark Global Fund 3 |
| | | $ | 3,836 | |||||||||||
Natixis Oakmark International Fund 3 |
| | | $ | 3,836 | |||||||||||
Small Cap Value Fund |
$ | 97,323 | $ | 2,149 | $ | 229,215 | $ | 260,668 | ||||||||
Targeted Equity Fund |
$ | 454,836 | $ | 12,079 | $ | 456,211 | $ | 445,886 | ||||||||
U.S. Multi-Cap Equity Fund |
$ | 230,045 | $ | 7,052 | $ | 153,922 | $ | 161,894 | ||||||||
Value Opportunity Fund 4 |
$ | 16,712 | $ | | $ | 84,132 | $ | 16,677 |
* | Natixis Advisors voluntarily agreed to waive a portion of its fees during the period ended December 31, 2008. |
1 |
ActiveBeta Equity Fund commenced operations on July 30, 2010. |
2 |
Dynamic Equity Fund commenced operations on February 26, 2010. |
3 |
Natixis Oakmark Global Fund and Natixis Oakmark International Fund commenced operations on December 15, 2010. |
4 |
Value Opportunity Fund commenced operations on October 31, 2008. |
For these services, Natixis Advisors received the following fees from the Real Estate Fund for the fiscal years ended January 31, 2009, January 31, 2010, and January 31, 2011:
Fund |
2009 | 2010 | 2011 | |||||||||||||
Fees | Fees waived* | Fees | Fees | |||||||||||||
Real Estate Fund |
$ | 66,668 | $ | 1,766 | $ | 51,835 | $ | 97,071 |
* | Natixis Advisors voluntarily agreed to waive a portion of its fees during the period ended January 31, 2009. |
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 NAV, total net income and NAV per share of each Fund on a daily basis.
90
Transfer Agency Services. Pursuant to a contract between the Trusts, on behalf of each Fund, and Boston Financial Data Services, Inc. (Boston Financial), whose principal business address is 2000 Crown Colony Drive, Quincy, MA 02169, 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.
From time to time, the Funds, directly or indirectly through arrangements with Natixis Advisors and its affiliates or the Transfer Agent, may pay amounts to third parties that provide recordkeeping and other administrative services relating to a Fund to persons who beneficially own interests in the Fund, such as shareholders whose shares are held of record in omnibus, other group accounts (for example, 401(k) plans) or accounts traded through registered securities clearing agents. See the section Distribution Agreements and Rule 12b-1 Plans.
Independent Registered Public Accounting Firm . The Trusts independent registered public accounting firm is PricewaterhouseCoopers LLP, located at 125 High Street, Boston, MA 02110. The independent registered public accounting firm conducts an annual audit of each Funds 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 those Funds annual reports for the year ended December 31, 2010 (January 31, 2011 with respect to Real Estate Fund) 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 Prudential Tower, 800 Boylston Street, Boston, MA 02199, serves as counsel to the Funds.
PORTFOLIO MANAGERS MANAGEMENT OF OTHER ACCOUNTS
As of December 31, 2010 (January 31, 2011 for AEW), many of the portfolio manager(s) 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 | ||||||||||||||||||||||||||||||||||||
Other Accounts
Managed |
Advisory fee is
based on performance |
Other Accounts
Managed |
Advisory fee is
based on performance |
Other Accounts
Managed |
Advisory fee is
based on performance |
|||||||||||||||||||||||||||||||||
Name of Portfolio Manager (Firm) |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
||||||||||||||||||||||||||
Bill Sung (Absolute Asia) |
0 | $0 | 0 | $ | 0 | 10 |
$982
million |
0 | $0 | 0 | $0 | 0 | $0 | |||||||||||||||||||||||||
Joyce Toh (Absolute Asia) |
0 | $0 | 0 | $ | 0 | 2 |
$125
million |
0 | $0 | 0 | $0 | 0 | $0 | |||||||||||||||||||||||||
Kevin H. Maeda (Active) |
0 | $0 | 0 | $ | 0 | 0 | $0 | 0 | $0 | 482 |
$241
million |
0 | $0 | |||||||||||||||||||||||||
Serena V. Stone (Active) |
0 | $0 | 0 | $ | 0 | 0 | $0 | 0 | $0 | 482 |
$241
million |
0 | $0 | |||||||||||||||||||||||||
Matthew A. Troxell (AEW) |
5 |
$670
million |
0 | $ | 0 | 7 |
$1.4
billion |
1 |
$144
million |
35 |
$4.0
billion |
7 |
$1.5
billion |
|||||||||||||||||||||||||
Jeffrey P. Caira (AEW) |
5 |
$670
million |
0 | $ | 0 | 6 |
$1.2
billion |
0 | $0 | 28 |
$2.4
billion |
0 | $0 | |||||||||||||||||||||||||
J. Hall Jones (AEW) |
5 |
$670
million |
0 | $ | 0 | 6 |
$1.2
billion |
0 | $0 | 28 |
$2.4
billion |
0 | $0 | |||||||||||||||||||||||||
Roman Ranocha (AEW) |
5 |
$670
million |
0 | $ | 0 | 6 |
$1.2
billion |
0 | $0 | 28 |
$2.4
billion |
0 | $0 | |||||||||||||||||||||||||
G. Kenneth Heebner (CGM) |
3 |
$5.5
billion |
0 | $ | 0 | 0 | $0 | 1 |
$122
million |
11 |
$468
million |
0 | $0 | |||||||||||||||||||||||||
Trevor Graham (Hansberger) |
5 |
$1.3
billion |
0 | $ | 0 | 6 |
$1.8
billion |
0 | $0 | 37 |
$2.8
billion |
1 |
$227
million |
91
Registered
Investment
Companies |
Other Pooled
Investment
Vehicles |
Other Accounts | ||||||||||||||||||||||||||||||||||
Other Accounts
Managed |
Advisory fee is
based on performance |
Other Accounts
Managed |
Advisory fee is
based on performance |
Other Accounts
Managed |
Advisory fee is
based on performance |
|||||||||||||||||||||||||||||||
Name of Portfolio Manager (Firm) |
# of
|
Total Assets |
# of
|
Total Assets |
# of
|
Total Assets |
# of
|
Total Assets |
# of
|
Total Assets |
# of
|
Total Assets |
||||||||||||||||||||||||
Ronald Holt (Hansberger) |
4 |
$1.8
billion |
1 |
$1.4
billion |
1 |
$30
million |
0 | $0 | 11 |
$437
million |
0 | $0 | ||||||||||||||||||||||||
Barry A. Lockhart (Hansberger) |
5 |
$1.3
billion |
0 | $0 | 6 |
$1.8
billion |
0 | $0 | 33 |
$2.8
billion |
1 |
$227
million |
||||||||||||||||||||||||
Moira McLachlan (Hansberger) |
2 |
$387.6
million |
0 | $0 | 0 | $0 | 0 | $0 | 4 |
$182.2
million |
0 | $0 | ||||||||||||||||||||||||
Lauretta Reeves (Hansberger) |
2 |
$387.6
million |
0 | $0 | 1 |
$21
million |
0 | $0 | 6 |
$190
million |
0 | $0 | ||||||||||||||||||||||||
Patrick H. Tan (Hansberger) |
5 |
$1.3
billion |
0 | $0 | 6 |
$1.8
billion |
0 | $0 | 32 |
$2.8
billion |
1 |
$227
million |
||||||||||||||||||||||||
Thomas R. H. Tibbles (Hansberger) |
5 |
$1.3
billion |
0 | $0 | 6 |
$1.8
billion |
0 | $0 | 36 |
$2.8
billion |
1 |
$227
million |
||||||||||||||||||||||||
David Herro (Harris Associates) |
8 |
$12.6
billion |
0 | $0 | 13 |
$3.5
billion |
0 | $0 | 15 |
$4.1
billion |
0 | $0 | ||||||||||||||||||||||||
Clyde McGregor (Harris Associates) |
4 |
$21.8
billion |
0 | $0 | 5 |
$1.2
billion |
0 | $0 | 140 |
$1.9
billion |
0 | $0 | ||||||||||||||||||||||||
Edward S. Loeb (Harris Associates) |
0 | $0 | 0 | $0 | 0 | $0 | 0 | $0 | 279 |
$2.1
billion |
0 | $0 | ||||||||||||||||||||||||
Michael J. Mangan (Harris Associates) |
1 |
$646
million |
0 | $0 | 1 |
$80
million |
0 | $0 | 350 |
$1.6
billion |
0 | $0 | ||||||||||||||||||||||||
Diane Mustain (Harris Associates) |
0 | $0 | 0 | $0 | 0 | $0 | 0 | $0 | 309 |
$653
million |
0 | $0 | ||||||||||||||||||||||||
Robert Taylor (Harris Associates) |
5 |
$12.3
billion |
0 | $0 | 4 |
$1.0
billion |
0 | $0 | 10 |
$3.0
billion |
0 | $0 | ||||||||||||||||||||||||
Aziz V. Hamzaogullari (Loomis Sayles) |
3 |
$793
million |
0 | $0 | 2 |
$251
million |
1 |
$242
million |
26 |
$368
million |
0 | $0 | ||||||||||||||||||||||||
Matthew Eagan (Loomis Sayles) |
12 |
$45
billion |
0 | $0 | 14 |
$5.0
billion |
0 | $0 | 55 |
$4.8
billion |
1 |
$279
million |
||||||||||||||||||||||||
Philip C. Fine (Loomis Sayles) |
2 |
$212
million |
0 | $0 | 0 | $0 | 0 | $0 | 11 |
$3
million |
0 | $0 | ||||||||||||||||||||||||
Kathleen C. Gaffney (Loomis Sayles) |
12 |
$45
billion |
0 | $0 | 9 |
$5.7
billion |
0 | $0 | 56 |
$4.8
billion |
0 | $0 | ||||||||||||||||||||||||
Joseph R. Gatz (Loomis Sayles) |
5 |
$1.8
billion |
0 | $0 | 0 | $0 | 0 | $0 | 23 |
$603
million |
0 | $0 | ||||||||||||||||||||||||
John Hyll (Loomis Sayles) |
3 |
$396
million |
0 | $0 | 0 | $0 | 0 | $0 | 34 |
$7.5
billion |
0 | $0 | ||||||||||||||||||||||||
Clifton V. Rowe (Loomis Sayles) |
5 |
$1.1
billion |
0 | $0 | 4 |
$677
million |
0 | $0 | 39 |
$1.3
billion |
0 | $0 | ||||||||||||||||||||||||
Elaine M. Stokes (Loomis Sayles) |
11 |
$45.1
billion |
0 | $0 | 6 |
$3.9
billion |
0 | $0 | 48 |
$2.4
billion |
1 |
$259
million |
||||||||||||||||||||||||
Dennis G. Alff (Vaughan Nelson) |
1 |
$13
million |
0 | $0 | 2 |
$47
million |
0 | $0 | 71 |
$1.5
billion |
0 | $0 | ||||||||||||||||||||||||
Chris D. Wallis (Vaughan Nelson) |
7 |
$694
million |
0 | $0 | 7 |
$94
million |
0 | $0 | 226 |
$5.1
billion |
1 |
$277
million |
||||||||||||||||||||||||
Scott J. Weber (Vaughan Nelson) |
7 |
$694
million |
0 | $0 | 5 |
$46
million |
0 | $0 | 173 |
$3.0
billion |
1 |
$277
million |
||||||||||||||||||||||||
Khalid Ghayur (Westpeak) |
0 | $0 | 0 | $0 | 2 | * |
$290
million* |
0 | $0 | 0 | $0 | 0 | $0 | |||||||||||||||||||||||
Stephen C. Platt (Westpeak) |
0 | $0 | 0 | $0 | 2 | * |
$290
million* |
0 | $0 | 0 | $0 | 0 | $0 |
* | All portfolios are managed on a team basis. |
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. Each of the advisers and subadvisers has adopted policies and
92
procedures to mitigate the effects of these conflicts. For more information on how each of the advisers and subadvisers allocates investment opportunities between the Funds and their other clients, see the section Allocation of Investment Opportunity Among Funds and Other Investors Managed by Advisers and Subadvisers in this Statement. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock or otherwise takes a short position in one client account but holds that stock long in other accounts, including the Funds, or sells a stock for some accounts while buying the stock 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 December 31, 2010 (January 31, 2011 for AEW):
Absolute Asia. Staff retention is facilitated through Absolute Asias incentive compensation plan for investment professionals, which includes fixed and variable remuneration, emphasizing the variable component of the total package. Furthermore, Absolute Asia has established a profit-sharing plan. This plan allows the staff, especially senior staff, to participate more directly and more actively in the growth of Absolute Asia. The profit sharing plan was implemented in 2006.
The current remuneration system considers both positive and negative performance results, i.e. the bonus and salaries of the portfolio managers are related to the performance of the portfolios that they manage. Generally, the previous years performance is used to determine positive or negative results and in most cases, the performance will be measured against the benchmarks of the Fund. In certain cases, multiple year performance may be considered. For the analysts, the compensation policy is virtually identical to that to the portfolio managers. Analysts are responsible for maintaining model portfolios for the key countries that they cover. The stocks included in the model portfolio are reviewed with the fund manager on a monthly basis. The annual performance of the model portfolio relative to the benchmark and to the performance of the relevant funds is taken into consideration in terms of bonus and in terms of promotion.
AEW. Compensation for all of AEW professionals, including AEW REIT investment professionals such as Real Estate Fund portfolio managers, is composed of two parts: base salary and incentive compensation. AEWs base salary structure is designed to reflect market rates for the various disciplines within the company, such as investment management, asset management and accounting. To determine appropriate market ranges for the various function areas (based on specific job characteristics and years of experience), AEW uses the services of an independent consulting firm which performs research into the compensation practices of firms similar to AEW within the industry.
Base salaries are supplemented by year-end incentive compensation awards, which account for a significant portion of total compensation. The awarding of incentive compensation is based upon the achievement of corporate objectives and specific individual goals, which are generally tied to the achievement of client objectives. Performance is measured by comparing the AEW Diversified Composite returns over one- and three-year periods against the returns of the Morgan Stanley REIT Index and some peer funds over those periods. The AEW Diversified Composite is composed of accounts with a similar strategy to that of the AEW Real Estate Fund. AEWs operating margins for the year determine the availability of funds for incentive compensation. Additionally, AEWs senior professionals (Managing Directors and Directors), including head portfolio manager Matthew Troxell and his team of co-portfolio managers, are eligible for participation in AEWs Equity Sharing program, which give Directors of the firm economic interests in a portion of the firms profits. This program is sponsored by AEWs parent company, Natixis US.
Neither base salary nor any other part of the investment teams compensation structure is based on assets under management.
CGM. The portfolio managers compensation is a fixed base salary, profit sharing (with a cap of $30,000) plus a share of the profits as owner of CGM. No part of the compensation structure is based on assets under management. There is no difference in the method used to determine compensation with respect to the Targeted Equity Fund and other accounts. Different types of accounts, including the Fund, may have different levels of profitability.
Hansberger. Hansberger Global Investors, Inc. (HGI) recognizes the need to maintain a competitive compensation program to attract, retain and motivate investment professionals of the highest caliber. At the same
93
time, HGI seeks to reward performance in a manner, which aligns the interests of its investment professionals with those of the company and its clients. As of January 1, 2010, an HGI investment professionals compensation package generally consists of a competitive base salary, participation in HGIs incentive bonus programs, and a competitive retirement package. HGI evaluates competitive market compensation by annually reviewing compensation survey results of investment industry compensation. Each investment professionals compensation consists of the following elements:
|
Base Salary. Each portfolio manager is paid a base salary which is determined by the managers experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by HGIs Human Resources Department. A portfolio managers base salary is generally a fixed amount which may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs. |
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Discretionary Cash Bonus Plan . HGIs portfolio managers have the opportunity to participate in a bonus pool linked to the direct profits of their respective investment teams. A portfolio managers allocation in the pool is discretionary and determined through a subjective process that evaluates numerous qualitative and quantitative factors including, but not limited to, pre-tax performance of the fund and other accounts managed relative to expectations for how those funds and accounts should have performed as compared to their benchmark (the funds benchmark as provided in the Prospectus), given their objectives, policies, strategies and limitations, and the market environment during the most recently completed calendar year. This performance factor is not based on the value of assets held in the funds portfolio or any one client account. Additional factors include the portfolio managers contributions to the investment management functions within HGI, contributions to the development of other investment professionals and supporting staff, and overall contributions to client development and service and strategic planning for the organization. The target bonus is expressed as a percentage of the total bonus pool. The actual bonus paid may be more or less than the target bonus, based on how well the portfolio manager satisfies the aforementioned objectives. The bonus pools from which a portfolio manager is paid are calculated as a percentage of each investment teams direct profits. |
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Deferred Bonus Plan. Many senior portfolio managers have an additional opportunity to participate in an annual bonus pool tied to the overall profitability of HGI. All or a portion of these bonuses may be deferred for a specified period of time, and invested into an HGI-managed product, or certain fixed income or money market funds. This plan is designed to retain qualified investment professionals and further align their interests with those of HGI and its clients. |
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Retirement Savings. All eligible employees qualify for participation in HGIs 401k(k) Match, and Retirement Savings Plan, by which retirement account contributions are made to each employee on behalf of the company. These contributions are expressed as a percentage of employees base salaries. |
Harris Associates. Each of the portfolio managers of the Harris Associates-subadvised Funds/segments are compensated solely by Harris Associates, a subadviser. Compensation for each of the portfolio managers is based on Harris Associates assessment of the individuals long-term contribution to the investment success of Harris Associates and is structured as follows:
1) | Base salary. The base salary is a fixed amount, and each portfolio manager receives the same base salary. |
2) | Participation in a discretionary bonus pool. A discretionary bonus pool for each of the Harris Associates domestic and international investment groups is divided among the senior level employees of each group and is paid annually. |
3) | Participation in a long-term compensation plan that provides current compensation to certain key employees of Harris Associates and deferred compensation to both current and former key employees. The compensation plan consists of bonus units awarded to participants that vest and pay out over a period of time. |
The determination of the amount of each portfolio managers participation in the discretionary bonus pool and the long-term compensation plan is based on a variety of qualitative and quantitative factors. The factor given the most significant weight is the subjective assessment of the individuals contribution to the overall investment results of
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Harris Associates domestic or international investment group, whether as a portfolio manager, a research analyst, or both.
The quantitative factors considered in evaluating the contribution of a portfolio manager include the performance of the portfolios managed by that individual relative to benchmarks, peers and other portfolio managers, as well as the assets under management in the accounts managed by the portfolio manager. The portfolio managers compensation is not based solely on an evaluation of the performance of the funds or the amount of fund assets. Performance is measured in a number of ways, including by accounts and by strategy, and is compared to one or more of the following benchmarks: S&P 500, Russell Mid-Cap Value, Russell 1000 Value, Lipper Balanced, 60/40 S&P/Barclays Capital (60% S&P 500 and 40% Barclays Capital Bond Index), Morgan Stanley Capital International (MSCI) World Index, MCSI World ex-U.S. Index and Harris Associates approved lists of stocks, depending on whether the portfolio manager manages accounts in the particular strategy to which these benchmarks would be applicable. Performance is measured over shorter- and longer-term periods, including one year, three years, five years, ten years, since a funds inception or since a portfolio manager has been managing a fund, as applicable. Performance is measured on a pre-tax and after-tax basis to the extent such information is available.
If a portfolio manager also serves as a research analyst, then his or her compensation is also based on the contribution made to Harris Associates in that role. The specific quantitative and qualitative factors considered in evaluating a research analysts contributions include, among other things, new investment ideas, the performance of investment ideas covered by the analyst during the current year as well as over longer-term periods, the portfolio impact of the analysts investment ideas, other contributions to the research process and an assessment of the quality of analytical work. In addition, an individuals other contributions to Harris Associates, such as a role in investment thought leadership and management of the firm, are taken into account in the overall compensation process.
Natixis Advisors/Active. Compensation for each of the portfolio managers consists of a fixed base salary plus variable bonus. Base salary is a fixed amount based on a combination of factors including industry experience, firm experience, job performance and market considerations. The variable bonus is based on a combination of firm performance (based on four factors - financial profitability, gross sales, net sales and business development) and individual performance (based on individual performance assessed at least annually by the employees manager). Neither the base salary nor the variable bonus is directly tied to the performance of individual portfolios or mutual funds, nor is it tied to the value of assets under management. Certain personnel, including portfolio managers, are also eligible to participate in a supplemental bonus plan.
All employees of Active are eligible to participate in the 401k plan and retirement plan of Natixis Advisors. Natixis provides a percentage of matching contributions to the 401k plan and fully covers the retirement plan, the latter being subject to a vesting schedule.
The portfolio managers manage accounts other than the Income Diversified and U.S. Multi-Cap Equity Fund (the Portfolios). Neither the base salary nor the variable bonus of the managers is dependant on assets in the Portfolios. However, a proportion of the total revenues generated from managing the Portfolio are included in the long-term, deferred compensation program.
Loomis Sayles. 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 managers 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. It is based on four factors: investment performance, profit growth of the firm, profit growth of the managers business unit and team commitment. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total for fixed-income managers and 70% for equity managers. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the departments Chief Investment Officer (CIO) and senior management. The CIO and senior management evaluate these other factors annually.
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
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performance of the firms institutional composite (pre-tax and net of fees) in the managers style to the performance of an external benchmark and a customized peer group. The benchmark used for the investment style utilized for the Income Diversified Portfolio is noted below. The customized peer group is created by the firm and is made up of institutional managers in the particular investment style. A managers relative performance for the past five years is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, the firms calculation incorporates relative performance of the managers three year return over the last 20 quarters. 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. The benchmark used for the investment style utilized for each fixed-income sleeve of the Income Diversified Portfolio is noted in the table below:
FUND MANAGER BENCHMARKS | ||
Inflation Protected Securities Discipline |
Barclays Capital U.S. Treasury Inflation Protected Index | |
Multi-Sector Bond Discipline |
Barclays Capital U.S. Government/Credit Index |
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 firms institutional composite (pre-tax and net of fees) in the managers style to the performance of a peer group of institutional managers in that style. A managers performance relative to the peer group for the 1-, 3- and 5- year periods (or since the start of the managers 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 managers 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 benchmark use for the investment style utilized for each equity sleeve of the U.S. Multi-Cap Equity Fund is noted below:
FUND MANAGER BENCHMARKS | ||
Mid Cap Growth Segment |
Russell Mid Cap Growth Index | |
Small/Mid Core Segment |
Russell 2500 Value Index | |
Large Cap Growth Segment |
Russell 1000 Growth 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.
General. Mutual funds are not included in Loomis Sayless 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 two distinct long-term incentive plans to attract and retain investment talent. These plans supplement existing compensation. The first plan has several important components distinguishing it from traditional equity ownership plans:
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the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold; |
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upon retirement a participant will receive a multi-year payout for his or her vested units; |
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participation is contingent upon signing an award agreement, which includes a non-compete covenant. |
The second plan is also similarly constructed although the participants annual participation in company earnings is deferred for two years from the time of award and is only payable if the portfolio manager remains at Loomis Sayles. In this plan, there is no post-retirement payments or non-compete covenants.
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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).
Messrs. Eagan and Kearns also serve as portfolio managers to certain private investment funds managed by Loomis Sayles, and may receive additional compensation based on their investment activities for each of those funds.
Vaughan Nelson . Compensation of portfolio management professionals includes a fixed base salary, variable bonus and a contribution to the firms retirement plan. The variable bonus component, as a whole for all portfolio management professionals, is based upon a percentage of the firms operating profit, as defined. Each portfolio management professionals participation in the variable bonus pool is based primarily upon the performance of the strategy managed, as represented by a composite of all accounts qualifying for such composite relative to the Russell Universe peer group. In order to align compensation with the investment objectives of our clients, the evaluation methodology utilizes the three year performance period as the primary weighting, the five year performance period as the secondary weighting and a qualitative assessment of the quality of client service provided as a tertiary weighting. The contribution to the firms retirement plan is based on a percentage (at the discretion of the Vaughan Nelson Board) of total cash compensation (subject to the Internal Revenue Service (the IRS) limits) and such percentage is the same for all firm personnel. Compensation at Vaughan Nelson is determined by the Compensation Committee at the recommendation of the Chief Executive Officer.
There is no distinction for purposes of compensation between the Funds and any other accounts managed.
Westpeak. Each portfolio manager receives a base salary and has the potential for profit sharing. Base salary is based on the portfolio managers job performance and contribution to meeting firm objectives, as determined by the partners on an annual basis. Profit sharing is based on the profitability of the firm during the year. Portfolio manager compensation is tied to job performance, and is not tied directly to the portfolio performance achieved in the management of client assets. There is no distinction between compensation with respect to the Fund and other accounts.
Portfolio Managers Ownership of Fund Shares
The following table sets forth the dollar range* of equity securities of the Funds beneficially owned by each portfolio manager as of December 31, 2010 (January 31, 2011 for Real Estate Fund):
Name of Portfolio Manager |
Fund(s) Managed |
Dollar Range of Equity Securities
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Khalid Ghayur |
ActiveBeta Equity Fund | A | ||
Stephen C. Platt |
ActiveBeta Equity Fund | A | ||
Matthew A. Troxell |
Real Estate Fund Income Diversified Portfolio |
E A |
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Jeffrey P. Caira |
Real Estate Fund Income Diversified Portfolio |
C A |
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J. Hall Jones |
Real Estate Fund Income Diversified Portfolio |
C A |
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Roman Ranocha |
Real Estate Fund Income Diversified Portfolio |
B A |
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Name of Portfolio Manager |
Fund(s) Managed |
Dollar Range of Equity Securities
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G. Kenneth Heebner |
Targeted Equity Fund | D | ||
Bill Sung |
Dynamic Equity Fund | A | ||
Joyce Toh |
Dynamic Equity Fund | A | ||
David Herro** |
Natixis Oakmark International Fund | A | ||
Clyde McGregor** |
Natixis Oakmark Global Fund | A | ||
Edward S. Loeb |
Large Cap Value Fund U.S. Multi-Cap Equity Fund |
B B |
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Michael J. Mangan |
Large Cap Value Fund U.S. Multi-Cap Equity Fund |
A A |
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Diane L. Mustain |
Large Cap Value Fund U.S. Multi-Cap Equity Fund |
A A |
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Robert Taylor** |
Natixis Oakmark Global Fund Natixis Oakmark International Fund |
A A |
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Chris D. Wallis |
Small Cap Value Fund Value Opportunity Fund |
E A |
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Scott J. Weber |
Small Cap Value Fund Value Opportunity Fund |
E A |
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Dennis G. Alff |
Value Opportunity Fund | E | ||
Philip C. Fine |
U.S. Multi-Cap Equity Fund | A | ||
Joseph R. Gatz |
U.S. Multi-Cap Equity Fund | A | ||
Aziz V. Hamzaogullari |
U.S. Multi-Cap Equity Fund | A | ||
Kevin H. Maeda |
Income Diversified Portfolio | A | ||
Serena V. Stone |
Income Diversified Portfolio | A | ||
Kathleen C. Gaffney |
Income Diversified Portfolio | A | ||
Elaine M. Stokes |
Income Diversified Portfolio | A | ||
Matthew Eagan |
Income Diversified Portfolio | A | ||
John Hyll |
Income Diversified Portfolio | A | ||
Clifton V. Rowe |
Income Diversified Portfolio | A | ||
Trevor Graham |
Hansberger International Fund | A | ||
Thomas R. H. Tibbles |
Hansberger International Fund | A | ||
Barry A. Lockhart |
Hansberger International Fund | A | ||
Moira McLachlan |
Hansberger International Fund | A |
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Name of Portfolio Manager |
Fund(s) Managed |
Dollar Range of Equity Securities
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Patrick H. Tan |
Hansberger International Fund | A | ||
Lauretta Reeves |
Hansberger International Fund | A | ||
Ronald Holt |
Hansberger International Fund | A |
* | A. None |
B. $1 - 10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. over $1,000,000
** | Indicates that the portfolio manager also owns equity securities of other funds and pooled vehicles that are managed by the portfolio manager in a similar style to the Natixis Fund (or segment thereof) managed by such portfolio manager. The following are the ranges of such investments: Clyde S. McGregor G, in other funds managed in a similar style to the Natixis Oakmark Global Fund; David G. Herro G, in other funds managed in a similar style to the Natixis Oakmark International Fund, and Robert A. Taylor G, in other funds and pooled investment vehicles managed in a similar style to the Natixis Oakmark Global Fund and the Natixis Oakmark International Fund. |
There are various reasons why a portfolio manager may not own shares of the Fund he or she manages. One reason is that the Funds investment objectives and strategies may not match those of the portfolio managers personal investment objective. Another explanation is that several of the Funds, including the Income Diversified Portfolio and U.S. Multi-Cap Equity Fund, are multi-segmented and a portfolio manager may manage only one segment; the other segments are managed by different investment advisers using different investment styles. In addition, portfolio managers may invest in other Funds or pooled investment vehicles or separate accounts managed by the portfolio manager in a similar style to the Natixis Fund managed by such portfolio manager. Administrative reasons (such as facilitating compliance with an advisers or subadvisers code of ethics) also may explain why a portfolio manager has chosen not to invest in the Natixis Funds.
Allocation of Investment Opportunity Among Funds and Other Investors Managed by Advisers and Subadvisers; Cross Relationships of Officers and Trustees
Absolute Asia. Absolute Asia manages other accounts using investment strategies that may or may not be similar to that of the Dynamic Equity Fund. A conflict of interest may exist in connection with Absolute Asias management of the Fund, on the one hand, and its management of other accounts, on the other hand. Absolute Asia makes investment decisions for each account based on the clients investment objectives, policies, practices, cash flows, and other relevant investment considerations. Consequently, Absolute Asia may purchase or sell securities or other instruments for one account and not for another account, and the performance of securities or other instruments purchased for one account may vary from the performance of securities or other instruments purchased for other accounts. Another conflict of interest may arise because accounts other than the Fund may have fee structures, such as performance-based fees, that differ from that of the Fund. In addition, a potential conflict of interest may arise as a result of the portfolio managers day-to-day management of the Fund. Because of their roles in managing the Fund, Absolute Asias portfolio managers know the size, timing and possible market impact of Fund trades and this information could in theory be used to the detriment of the Fund. Absolute Asia has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and to address conflicts of interest relating to the management of multiple accounts. Finally, Absolute Asia has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
AEW. Certain officers of AEW have responsibility for the management of other client portfolios. The other clients served by AEW sometimes invest in securities in which its advised/subadvised funds also invest. If the Fund and such other clients advised by AEW desire to buy or sell the same portfolio securities at about the same time, purchases and sales will be allocated, to the extent practicable, on a pro rata basis in proportion to the amounts desired to be purchased or sold for each. 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 that the Fund purchases or sells. In other cases, however, it is believed that these practices may benefit the Fund.
CGM. The other investment companies and clients served by CGM sometimes invest in securities in which the Targeted Equity Fund also invests. If the Fund and such other investment companies or clients advised by CGM desire to buy or sell the same portfolio securities at the same time, purchases and sales will be allocated to the extent
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practicable on a pro rata basis in proportion to the amounts desired to be purchased or sold for each. 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 that the Fund purchases or sells. In other cases, however, it is believed that these practices may benefit the Fund.
Hansberger. Potential conflicts of interest may arise from Hansbergers management of other client accounts. Such conflicts could arise based on differing fee arrangements with other clients. Differing fee arrangements could cause an incentive to favor one client over another in the allocation of investment opportunities, particularly if one client has a performance fee that could be significantly higher (or lower) than a straight base fee. Also, conflicts could arise for a portfolio manager to favor one client over another depending how a portfolio manager is compensated. Finally, material conflicts could arise from the portfolio managers knowledge of the size, timing and possible market impact of Fund trades, whereby a portfolio manager could try to use this information to the advantage of other accounts or personally in his or her personal securities transaction.
HGI has implemented policies and procedures, including brokerage, trade allocation and compensation policies or procedures, that it believes address the conflicts associated with managing accounts for multiple clients. HGI also monitors for compliance with account guidelines and allocation of IPOs and secondary offerings. HGI also has implemented and monitors compliance with our Code of Ethics that is designed to prevent employees from trading to the detriment of our clients. Finally, HGI periodically monitors investment returns of client accounts within the same style or approach, including dispersion of client account returns, to ensure that material dispersions are based upon something other than preferential treatment being accorded to other accounts in the same style or approach (such as investment policies or restrictions or cash inflows or outflows).
Harris Associates. Certain officers and employees of Harris Associates have responsibility for portfolio management of other advisory accounts and clients (including other registered investment companies and accounts of affiliates of Harris Associates) that may invest in securities in which its subadvised Funds may invest. Where Harris Associates determines that an investment purchase or sale opportunity is appropriate and desirable for more than one advisory account, purchase and sale orders may be executed separately or may be combined and, to the extent practicable, allocated by Harris Associates to the participating accounts. In situations in which advisory accounts have competing interests in a limited investment opportunity, Harris Associates will allocate investment opportunities based on numerous considerations, including cash availability and/or liquidity requirements, the time competing accounts have had funds available for investment or have had investments available for sale, investment objectives and restrictions, an accounts participation in other opportunities, tax considerations and relative size of portfolio holdings of the same or comparable securities. It is Harris Associates policy to allocate, to the extent practicable, investment opportunities to each client over a period of time on a fair and equitable basis relative to its other clients. Harris believes that the ability of the subadvised Funds to participate in larger aggregated transactions will in some cases produce better executions for these Funds. However, in some cases, this procedure could have a detrimental effect on the price and amount of a security available to these Funds or the price at which a security may be sold.
Natixis Advisors. Natixis Advisors, through its Active Investment Advisors division, may manage numerous accounts with similar or identical investment objectives or may manage accounts with different objectives that may trade in the same securities. Despite such similarities, portfolio decisions relating to clients investments and the performance resulting from such decisions will differ from client to client. Natixis Advisors will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible clients. Further, in many instances, such as purchases of private placements or oversubscribed public offerings, it may not be possible or feasible to allocate a transaction pro rata to all eligible clients. Therefore, not all clients will necessarily participate in the same investment opportunities or participate on the same basis. In allocating investments among various clients (including in what sequence orders for trades are placed), however, Natixis Advisors will use its best business judgment and will take into account funds available to each client, the amount already committed by each client to a specific investment and the relative risks of the investment. It is Natixis Advisors, policy to allocate to the extent practicable investment opportunities on a basis that Natixis Advisors in good faith believes is fair and equitable to each client over time.
Loomis Sayles. 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
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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.
Vaughan Nelson. In addition to managing its Funds, Vaughan Nelson serves as investment adviser to foundations, university endowments and corporate retirement and family/individual core funds. Portfolio transactions for each client account are either completed independently, or, when decisions are made to purchase or sell the same securities for a number of client accounts simultaneously, through a blocked order. Investments decisions are typically implemented across all accounts managed within a particular strategy. Blocked orders are averaged as to price and are generally allocated on a pro rata basis based upon the actual purchase or sell orders placed for each security. Block orders are undertaken when possible to facilitate best execution, as well as for the purpose of negotiating more favorable brokerage commissions.
Westpeak. Westpeak has responsibility for portfolio management for other clients, some of which may invest in securities in which any of Westpeaks subadvised funds also may invest. When these funds and other clients desire to purchase or sell the same security at or about the same time, the purchase and sale orders may be executed separately or may be combined and, to the extent practicable, allocated on a pro rata basis in proportion to the amounts desired to be purchased or sold for each. It is believed that the ability of those clients to participate in larger volume transactions will in some cases produce better executions for these subadvised funds. However, in some cases this procedure could have a detrimental effect on the price and amount of a security available to the funds, or the price at which a security may be sold.
Description of the Multi-Adviser Approach of U.S. Multi-Cap Equity Fund
Natixis Advisors believes that the multi-adviser approach to equity investing offers uncommon diversification and a different investment opportunity than funds managed by a single adviser using a single style. Natixis Advisors believes that assigning portfolio management responsibility for a fund to several subadvisers, whose varying management styles have resulted in records of success, may increase the likelihood that the fund may produce superior results for its shareholders, with less variability of return and less risk of persistent under-performance than a fund managed by a single adviser. Of course, there is no assurance that a fund will in fact achieve superior or less variable results over any period of time.
On a daily basis, capital activity will be allocated equally by Natixis Advisors among the segments of each multi-segment fund. However, Natixis Advisors may, subject to review of the applicable Trusts Board of Trustees, allocate net investment capital differently among any of the subadvisers. This action may be necessary if, for example, a subadviser determines that it desires no additional investment capital. Similarly, because each segment of a fund will perform differently from the other segments of a fund depending upon the investments it holds and changing market conditions, one segment may be larger or smaller at various times than other segments.
The Board of Trustees of the Trusts has adopted asset allocation guidelines for the multi-segment Funds to ensure that no segment of any fund becomes too large or too small relative to the other segments of that fund due to performance, market conditions or other factors. Natixis Advisors will generally monitor the asset allocation of the various funds segments on a monthly basis and when any one segment rises above or falls below the measures stated in the guidelines, action will generally be taken to reallocate cash flow away or towards a specific segment. Natixis Advisors may, subject to the review of the Board of Trustees of the Trusts, allocate net investment capital differently among any of the subadvisers.
Description of the Multi-Adviser Approach of Income Diversified Portfolio
As stated in its Prospectus, the Income Diversified Portfolio is intended to offer investors access to a diversified portfolio of complementary investment disciplines from specialized money managers (subadvisers) through investment in a single mutual fund. The Income Diversified Portfolios income disciplines feature REITs, dividend producing equity stocks, inflation protected securities and multi-sector bonds. Natixis Advisors believes that by diversifying across asset classes and styles in a single portfolio, investors may experience more consistent, positive
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returns with less volatility than a fund managed in a single asset class or style. There is no assurance that a Portfolio will achieve positive results over any period of time.
Subject to allocation policies adopted by the Board of Trustees, Natixis Advisors generally allocates capital invested in the Income Diversified Portfolio among its four disciplines according to the target allocations set forth in the principal investment strategies of the Prospectus. These allocations are subject to change. Each subadviser manages its discipline of the Income Diversified Portfolios assets in accordance with its distinct investment style and strategy.
Natixis Advisors will monitor the relative sizes of the disciplines and will allocate cash flow towards or away from a particular investment discipline when any one investment discipline of the Fund is below a specified minimum allocation or above a specified maximum allocation. When a disciplines percentage of the Fund exceeds the maximum or minimum allocation set forth in its Prospectus, Natixis Advisors will reallocate capital away from or towards one or more disciplines in order to bring the segment back towards its target allocation. Subject to the approval by the Board of Trustees, Natixis Advisors may revise the Funds target allocations from time to time. In addition, the Funds target allocations will vary and may not always be met.
PORTFOLIO TRANSACTIONS AND BROKERAGE
All Funds .
In placing orders for the purchase and sale of equity securities, each Funds adviser or subadviser 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 for similar transactions. Each Funds adviser or subadviser 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, 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. Each Funds adviser or subadviser may place orders for the Funds which, combined with orders for the advisers/subadvisers other clients, may impact the price of the relevant security. This could cause the Fund to obtain a worse price on the transaction than would otherwise be the case if the orders were placed in smaller amounts or spread out over a longer period of time.
As discussed in more detail below, each advisers and subadvisers receipt of brokerage and research products may sometimes be a factor in each such advisers or subadvisers selection of a broker or dealer to execute transactions for the Funds, subject to the advisers or subadvisers duty to seek best execution of the transactions. Such brokerage and research services may be paid for with the advisers or sub-advisers own assets or may, in connection with transactions in securities effected for client accounts for which the adviser or subadviser exercises investment discretion, be paid for with client commissions (the latter, sometimes referred to as soft dollars).
Absolute Asia. Absolute Asia will evaluate the overall reasonableness of brokerage commissions, if any, paid on the transactions, taking into consideration factors affecting liquidity and execution of the order.
Transactions on stock and option exchanges involve the payment of negotiated brokerage commissions. In the case of securities traded in the OTC market, there is generally no stated commission but the price usually includes an undisclosed commission or mark-up.
In arranging for the purchase and sale of portfolio securities, Absolute Asia takes into account the relevant market at the time for transactions of the kind and size concerned. Absolute Asia believes that achieving best execution does not necessarily mean paying the lowest possible commission fee. Instead, Absolute Asia seeks to achieve the best qualitative execution under the circumstances, taking into account relevant factors such as the clients investment objective and constraints and the brokers execution capability, commission rate, financial responsibility and responsiveness.
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Subject to any directed brokerage arrangements that may be agreed to with a client, Absolute Asia has complete discretion over the selection of the broker to be used and the commission rates to be paid. In selecting a broker for any transaction or series of transactions, Absolute Asia may consider a number of factors, including, for example, execution capabilities, the difficulty of the transaction, research capabilities, capital strength of the firm, market-making/underwriting capabilities, reputational concerns and services provided by the broker. Absolute Asia maintains a list of authorized brokers that it deals with that are approved by its Brokers Review Committee. In approving brokers, the Brokers Review Committee considers such factors as capital strength of the firm, financial ratios, research capabilities, perceived execution, market-making and underwriting capabilities, general reputation of the firm and the individual representative, registration requirements and other services provided. The Brokers Review Committee reviews the list of approved brokers twice a year based on the rating from the investment team members and an analysis of the information received from the brokers. As part of this review, the Brokers Review Committee reviews the commissions paid to each broker. Absolute Asia currently does not use electronic trading venues, such as dark pools, to execute trades for the accounts it manages.
Currently, commission rates levied by all brokers in Asia are standard in each market and independent from any soft dollar arrangements. Consequently, clients accounts generally do not pay any additional soft dollar commissions in excess of the commission that is already levied by brokers in each market. Nevertheless, where there is a soft dollar arrangement in place with the broker, the broker generally sets aside a certain percentage from the commission paid for each transaction as soft dollar credit for payment of permitted services. Soft dollar credit may only be used to pay for services if the services can reasonably be expected to assist in the provision of the investment services to Absolute Asias accounts generally and a record of soft dollar arrangements and activities is maintained.
The brokerage and research services received under a soft dollar arrangement may include, for example, any of the following:
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Specific advice as to the advisability of dealing in, or the value of, any investments; |
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Research and advisory services; |
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Economic and political analyses; |
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Portfolio analyses, including valuation and performance; |
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Market analyses; |
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Data and quotation services; and |
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Software or any other information facilities to the extent that they are used to support the investment decision-making process, the giving of advice or the conduct of research or analysis. |
With respect to certain products used for both eligible brokerage and research purposes and non-eligible uses, Absolute Asia allocates the cost of such products between their eligible and ineligible uses ( i.e. , mixed-use) and uses soft dollars to pay only for the portion allocated to eligible uses.
Absolute Asia believes that while its accounts generally benefit from the services obtained with soft dollar commission credits, an account may not benefit exclusively from the use of soft dollars generated by its trades, and will not necessarily benefit from the services received in connection with any particular trade. Absolute Asia may also benefit from some or all of these services, particularly to the extent that Absolute Asia uses soft dollar commissions to pay for expenses that Absolute Asia would otherwise have to pay itself.
Absolute Asias relationship with brokers that provide soft dollar services may influence Absolute Asias judgment in allocating brokerage business and may create conflicts of interest. Conflicts of interest may exist both in allocating brokerage business between brokers that provide soft dollar services and brokers that do not, and in allocating the costs of mixed-use products between their eligible and ineligible uses.
Absolute Asia relies on the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934 (the Exchange Act). Section 28(e) provides a safe harbor to investment managers who use commission dollars to obtain investment research and brokerage services that provide assistance in performing investment decision-making responsibilities.
Absolute Asia may aggregate securities purchase or sales orders for accounts. Generally, all orders given to a broker are executed in their entirety. However, there will be times when an order may not be completely executed. An order that is not fully executed will usually be allocated on a strict pro-rata basis. Shares that remain after the pro-rata allocation will be rounded up or down to the nearest board lot size (a standardized number of shares defined
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by a stock exchange as a trading unit). Sometimes the aggregation of all shares after the rounding of pro-rata shares to the nearest board lot size may result in a number different than the executed quantity. The difference between the aggregated quantity and the executed quantity may be added to or deducted from the client with the largest intended quantity.
However, if Absolute Asia makes two or more orders for the same security during the same trading day but not proximate in time, the second and subsequent orders may be aggregated to the first order provided the fund manager contact the broker to ensure that the first order execution did not exceed 50% or more. If the first order execution exceeded 50% of the order size, a new dealing ticket for the new order has to be raised and the broker shall report the execution according to the respective order given. Accordingly, where one or more of the orders are uncompleted, the executed shares will be allocated among the uncompleted orders on a strict pro-rata basis. Shares that remain after the pro-rata allocation will be rounded up or down to the nearest broad lot size. If the number of executed shares is more or less than the nearest broad lot size, the difference shall be added or deducted from the client with the largest uncompleted order.
There may be instances in which applying the above-described allocation rules may not be in the best interest of all clients. For instance, one or more clients may incur higher transaction costs than if orders were not aggregated or an incomplete order fill may leave some clients without an allocation. Similarly, Absolute Asia may place orders for the Fund which, combined with orders for its other clients, may impact the price of the relevant security. This could cause the Fund to obtain a worse price on the transaction that would otherwise be the case if the orders were placed in smaller amounts or spread out over a longer period of time.
From time to time, Absolute Asia invests on behalf of clients in IPOs. Accounts will participate based on their risk profiles, strategies and guidelines that make these securities suitable investments for these particular accounts. Due to the higher risk associated with most IPOs, those accounts with mandates and strategies that allow for greater risk will be the accounts that participate. The purchase of IPOs may be aggregated and will be allocated using the trade allocation process described above.
Generally, Absolute Asia does not currently conduct cross trades. However, subject to the respective clients guidelines in permitting cross trades, on occasion and to the extent permitted by law, Absolute Asia may effect cross trades between client accounts. Absolute Asia will effect such transactions only when it deems the transaction to be in the best interests of both client accounts, in accordance with applicable laws, and consistent with policies and procedures adopted by Absolute Asia.
CGM . In placing orders for the purchase and sale of portfolio securities for the Targeted Equity Fund, CGM always seeks the best price and execution. Transactions in unlisted securities will be carried out through broker-dealers that make the primary market for such securities unless, in the judgment of CGM, a more favorable price can be obtained by carrying out such transactions through other brokers.
Receipt of research services from brokers may sometimes be a factor in selecting a broker that CGM believes will provide the best price and execution for a transaction. These research services include not only a wide variety of reports on such matters as economic and political developments, industries, companies, securities, portfolio strategy, account performance, daily prices of securities, stock and bond market conditions and projections, asset allocation and portfolio structure, but also meetings with management representatives of issuers and with other analysts and specialists. Although it is not possible to assign an exact dollar value to these services, they may, to the extent used, tend to reduce CGMs expenses. Such services may be used by CGM in servicing other client accounts and in some cases may not be used with respect to the Targeted Equity Fund. Receipt of research services or products other than research from brokers is not a factor in the selection of brokers.
Harris Associates . Harris Associates is responsible for selecting brokers and dealers for the execution of security transactions for each Fund it subadvises. Harris Associates seeks to place purchase and sale orders in a manner that is fair and reasonable to a Fund. The primary consideration in placing all portfolio transactions is Harris Associates ability to obtain best execution of such orders. Best execution means the combination of the most favorable execution and net price available under the circumstances. In determining best execution Harris Associates takes into account a number of relevant factors including, among other things, the overall direct net economic result to a Fund (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction in the desired price range with a minimum market impact, the reliability, integrity and financial condition of the broker, the ability of the broker to commit resources to the execution of the trade, and the value of the brokerage or research products or services provided. Such factors are
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weighed by Harris Associates in determining the overall reasonableness of the brokerage commission. In selecting brokers for portfolio transactions, Harris Associates takes into account its past experiences in determining those brokers who are likely to help achieve best execution.
There are many instances when, in Harris Associates judgment, more than one broker can offer comparable execution services. In selecting among such brokers, consideration may be given to those brokers that supply research and brokerage products and services that are deemed to qualify as eligible research and brokerage products and services under the safe harbor of Section 28(e) of the Securities Exchange Act of 1934. Eligible research products and services may include, among other things, research reports, discussions with research analysts and corporate executives, seminars or conferences, financial and economic publications that are not targeted to a wide audience, software that provides analysis of securities portfolios, market research, including pre-and post-trade analytics, and market data. Eligible brokerage products and services may include services and products that (i) are used to effect securities transactions; (ii) perform services incidental to securities transactions; or (iii) are required by an applicable SRO or SEC rule(s). The research and brokerage products or services provided to Harris Associates by a particular broker may include both (a) products and services created by such broker and (b) products and services created by a third party. The provision of research and brokerage products and services is often referred to as soft dollar arrangements. Such arrangements may cause a Fund to pay a commission for effecting a securities transaction in excess of the amount another broker would have charged for effecting that transaction, if Harris Associates determines that an arrangement qualifies for the safe harbor provided by Section 28(e).
Harris Associates is the principal source of information and advice to each Fund it subadvises, and the research and other services provided by brokers to Harris Associates are considered to be in addition to the information and advice provided by Harris Associates to the Funds. Harris Associates believes that it is important for Harris Associates, in performing its responsibilities to a Fund, to continue to receive and evaluate the broad spectrum of economic and financial information that many brokers have customarily furnished in connection with brokerage transactions, and that in compensating brokers for their services, it is in the interest of a Fund to take into account the value of the information received for use in advising the Fund. Other clients of Harris Associates may benefit from the research and other services obtained from brokers through whom a Fund effects securities transactions, and that not all such research and services may be used by Harris Associates for a Fund.
If Harris Associates receives an eligible research or brokerage product or service that it also utilizes for non-eligible research or brokerage purposes, Harris Associates will make a good faith determination as to the cost of such mixed-use item between the eligible and non-eligible purposes and use soft dollars to pay for that portion of the cost relating to its eligible purpose.
Harris Associates may also participate in client commission arrangements and commission sharing arrangements to receive eligible research and brokerage products and services. In client commission arrangements or commission sharing arrangements, Harris Associates may effect transactions, subject to best execution, through a broker and request that the broker allocate a portion of the commission or commission credits to a segregated research pool maintained by the broker. Harris Associates may then direct such broker to pay for various products and services that are eligible under the safe harbor of Section 28(e). Participating in client commission arrangements or commission sharing arrangements may enable Harris Associates to (1) strengthen its key brokerage relationships; (2) consolidate payments for research and brokerage products and services; and (3) continue to receive a variety of high quality research and brokerage products and services while facilitating best execution in the trading process.
In addition to trading with client commission arrangement brokers as discussed above, Harris Associates effects trades with full service and introducing brokers, electronic communication networks, alternative trading systems, and other execution services. The reasonableness of brokerage commissions paid by a Fund in relation to transaction and research services received is evaluated by the staff of Harris Associates on an ongoing basis.
When Harris Associates believes it desirable, appropriate and feasible to purchase or sell the same security for a number of client accounts at the same time, Harris Associates may aggregate its clients orders (Aggregated Orders), including orders on behalf of a Fund, in a way that seeks to obtain more favorable executions, in terms of the price at which the security is purchased or sold, the costs of the execution of the orders, and the efficiency of the processing of the transactions. Each account that participates in an Aggregated Order will participate at the average share price.
The trade allocation process takes place on as timely a basis as possible, i.e. , as a client order is completed in full, or, in the case of a partially executed Aggregated Order, at the markets close when the average price can be calculated.
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The trader will aggregate trade orders of different portfolio managers if the trader believes the Aggregated Order would provide each client with an opportunity to achieve a more favorable execution.
In the case of an Aggregated Order that has not been completely filled, Harris Associates traders determine an average execution price and then allocate securities among the accounts participating in the order. Institutional accounts, including a Fund, are generally allocated in proportion to the size of the order placed for each account ( i.e., pro rata).
Although Harris Associates believes that the ability to aggregate orders for client accounts will in general benefit its clients as a whole over time, in any particular instance, such aggregation may result in a less favorable price or execution for a particular client than might have been obtained if the transaction had been effected on an unaggregated basis.
Hansberger. Subject to policies established by the Board of Trustees, Hansberger is responsible for decisions to buy and sell securities for its subadvised Fund and for the placement of its Funds investment business and the negotiation of the commissions to be paid on such transactions. It is the policy of Hansberger to seek the best execution at the best security price available with respect to each transaction, in light of the overall quality of brokerage and research services provided to Hansberger or its subadvised Fund. In OTC transactions, orders are placed directly with a principal market-maker unless it is believed that better price and execution can be obtained using a non-market-maker. In determining the abilities of a broker or dealer to obtain best execution, Hansberger considers relevant factors including, but not limited to: the ability and willingness of the broker or dealer to facilitate its segment of the Funds portfolio transactions by participating therein for its own account; speed, efficiency and confidentiality; familiarity with the market for a particular security; and the reputation and perceived soundness of the broker. The best price to its subadvised Fund means the best net price without regard to the mix between purchase or sale price and commissions, if any.
In selecting broker-dealers and in negotiating commissions, Hansberger considers a variety of factors, including best price and execution, the full range of brokerage services provided by the broker, as well as its capital strength and stability, and the quality of research and research services provided by the broker.
Subject to best execution, Hansberger may cause its subadvised Fund to pay a broker greater commissions than another broker might charge for providing the same brokerage and research services. Hansberger believes it is important to its investment decision-making process to have access to independent research. Higher commissions will not be paid by its Fund unless Hansberger determines in good faith that such payment is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of that particular transaction or Hansbergers overall responsibilities with respect to the accounts over which it exercises investment discretion.
Generally, research services provided by brokers may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Such research services are primarily in the form of written reports, computer generated services, attendance at industry conferences, and telephone contacts and personal meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives.
Twice a year, Hansberger, through a review process by its research analysts, will consider the amount and nature of research and research services provided by brokers, as well as the extent to which such services are relied upon, and attempt to allocate a portion of the brokerage business of its Fund and other advisory clients on the basis of that consideration. In addition, brokers may suggest a level of business they would like to receive in order to continue to provide such services. The actual brokerage business received by a broker may be more or less than the suggested allocations, depending upon Hansbergers evaluation of all applicable considerations, including but not limited to Hansbergers best execution undertaking.
Hansberger may direct the purchase of securities on behalf of its Fund and other advisory clients in secondary market transactions, in public offerings directly from an underwriter, or in privately negotiated transactions with an issuer. When Hansberger believes the circumstances so warrant, securities purchased in public offerings may be resold shortly after acquisition in the immediate aftermarket for the security in order to take advantage of price
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appreciation from the public offering price or for other reasons. Short-term trading of securities acquired in public offerings, or otherwise, may result in higher portfolio turnover and associated brokerage expenses.
Commissions paid in connection with certain non-U.S. stock transactions may be higher than commissions on U.S. stock transactions. Non-U.S. stock exchanges and brokers may be subject to less government supervision and regulation than U.S. exchanges and brokers. In addition, non-U.S. security settlements may in some instances be subject to delays and related administrative uncertainties.
Natixis Advisors (through Active). In placing securities trades with brokers or dealers, Natixis Advisors primary policy is to execute all purchase and sales at the most favorable prices consistent with best execution. Best price, giving effect to brokerage commissions, if any, and other transaction costs, is normally an important factor in this decision, but the selection also takes into account the quality of brokerage services, including such factors as execution capability, willingness to commit capital, financial stability, and clearance and settlement capability. The reasonableness of brokerage commissions paid by client accounts over which Natixis Advisors has discretion to choose the broker is evaluated on an on-going basis. This policy governs the selection of brokers and dealers and the market in which a transaction is executed.
It is Natixis Advisors current policy not to receive products or services in return for client commission dollars. However, in the future, Natixis Advisors may revise its policies and receive so-called soft-dollar products or services that provide lawful assistance to Natixis Advisors in its investment decision-making process in accordance with applicable federal securities laws.
Natixis Advisors may advise accounts that have similar investment objective and investment opportunities which are suitable for more than one such account. Where advisory accounts have competing interests in a limited investment opportunity, Natixis Advisors generally allocates purchase and sale opportunities on a basis that it, in good faith, believes is fair and equitable to such eligible client over time. In making such allocations, Natixis Advisors may consider, among other things, the relative time that the competing accounts have had funds available for investment, the relative amount of available funds, relative cash requirements for the competing accounts and the time that the competing accounts have had investments available for sale.
Natixis Advisors may, but need not, aggregate or bunch orders for funds which it has investment discretion in circumstances in which Natixis Advisors believes that bunching will result in a more favorable overall execution. Where appropriate and practicable, Natixis Advisors may bunch a clients trades with trades of other clients and with trades of pooled vehicles in which Natixis Advisors personnel have a beneficial interest pursuant to an allocation process Natixis Advisors in good faith considers to be fair and equitable to all clients over time.
Loomis Sayles . 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 equity 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 in the section 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 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
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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 Exchange Act. 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) are 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 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 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 to the extent consistent with relevant SEC interpretations. Loomis Sayles does not generate soft dollars on fixed-income transactions.
Vaughan Nelson . In placing orders for the purchase and sale of securities for its Funds, Vaughan Nelson selects only brokers or dealers that it believes are financially responsible and will provide efficient and effective services in executing, clearing and settling an order. Vaughan Nelson 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. Transactions in unlisted securities are carried out through broker-dealers who make the primary market for such securities unless, in the judgment of Vaughan Nelson, a more favorable price can be obtained by carrying out such transactions through other brokers or dealers.
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Receipt of research services from brokers is one factor used in selecting a broker that Vaughan Nelson believes will provide best execution for a transaction. These research services include not only a wide variety of reports on such matters as economic and political developments, industries, companies, securities, portfolio strategy, account performance, daily prices of securities, stock and bond market conditions and projections, asset allocation and portfolio structure, but also meetings with management representatives of issuers and with other analysts and specialists. Although it is not possible to assign an exact dollar value to these services, they may, to the extent used, tend to reduce Vaughan Nelsons expenses. Such services may be used by Vaughan Nelson in servicing other client accounts and in some cases may not be used with respect to the Funds. Receipt of services or products other than research from brokers is not a factor in the selection of brokers.
In placing orders for the purchase and sale of securities for a Fund, Vaughan Nelson may cause the Fund to pay a broker-dealer that provides the brokerage and research services to Vaughan Nelson an amount of commission for effecting a securities transaction for the Fund in excess of the amount another broker-dealer would have charged for effecting that transaction. Vaughan Nelson must determine in good faith that such greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of that particular transaction or Vaughan Nelsons overall responsibilities to the Trusts and its other clients. Vaughan Nelsons authority to cause the Funds to pay such greater commissions is also subject to such policies as the trustees of the Trusts may adopt from time to time.
Westpeak . In placing orders for the purchase and sale of securities, Westpeak always seeks best execution. Westpeak selects only brokers or dealers 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 best price and execution. This does not necessarily mean that the lowest available brokerage commission will be paid. Westpeak 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. Westpeak may cause the ActiveBeta Equity Fund to pay a broker-dealer that provides brokerage and research services to Westpeak an amount of commission for effecting a securities transaction for the Fund in excess of the amount another broker-dealer would have charged for effecting that transaction. Westpeak must determine in good faith that such greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of that particular transaction or Westpeaks overall responsibilities to the Fund and its other clients. Westpeaks authority to cause a Fund it manages to pay such greater commissions is also subject to such policies as the trustees of the Trust may adopt from time to time.
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 US or the Funds advisers or subadvisers. 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 Trusts funds as a principal in the purchase and sale of securities. Since transactions in the OTC 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. However, the Trusts have obtained exemptive relief from the SEC permitting segments of the certain funds to enter into principal transactions with affiliates of the subadvisers to other segments of the same fund (but not affiliates of the subadviser to such segment or of Natixis Advisors and its affiliates).
To the extent permitted by applicable law, and in all instances subject to the foregoing policy of best execution, an adviser or subadviser 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 Funds 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
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options. The brokerage commissions associated with buying and selling options may be proportionately higher than those associated with general securities transactions.
The Declarations of Trust of Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV permit each Trusts 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 Trusts 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 Trusts 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 Trusts 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, servicing and other expenses.
The shares of all the Funds (except as noted in this Statement and in each of the Funds Prospectuses) are divided into four classes: Class A, Class B (no longer offered for sale), Class C and Class Y. Each Fund offers such classes of shares as set forth in such Funds Prospectuses. As disclosed in the Prospectuses, not every Fund offers each class of shares. Class Y shares are available for purchase only by certain eligible investors and have higher minimum purchase requirements than Classes A, B and C. All expenses of each Fund (including advisory and subadvisory fees) are borne by its Classes A, B, C and Y shares on a pro rata basis, except for 12b-1 fees, which are borne only by Classes A, B and C and may be charged at a separate rate to each such class. The multiple class structure could be terminated should certain IRS rulings or SEC regulatory positions be rescinded or modified.
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 the 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 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 a 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 Trusts Board of Trustees may also, without shareholder approval (except to the extent such approval is required by law), establish one or more additional series or classes or merge two or more existing series or classes.
Each Declaration of Trust provides for the perpetual existence of the Trusts. Each Trust, however, may be terminated at any time by vote of at least two-thirds of each series of the Trust entitled to vote. In addition, the Fund may be terminated at any time by vote of at least two-thirds of the outstanding shares of each series of the Trust. Each Fund may be terminated at any time by vote of at least two-thirds of the outstanding shares of such Fund. 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.
Shareholders of all 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 a Trust and on other matters submitted to the vote of shareholders.
Shareholders of Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust IV have identical voting
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rights to each other. All classes of shares of each Fund 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 a 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 Trusts 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 an NAV 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 a 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 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 a Trust. However, the Declarations of Trust disclaim shareholder liability for acts or obligations of a Trust and require that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by a Trust or the trustees. The Declarations of Trust provide for indemnification out of each Funds 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 Declarations of Trust further provide that the relevant 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 Trust of trustees and officers of the relevant Trust, except with respect to any matter as to
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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 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 or 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 each Trust have considered this possible
The procedures for purchasing shares of the Funds are summarized in the Prospectuses. 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) by exchange, as described in the Prospectuses, or through firms that are members of 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 (NYSE) on a day when the NYSE is open. For purchases through the ACH system, the shareholders 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.
You may also use Natixis Funds Personal Access Line ® (800-225-5478, press 1) or Natixis Funds website (ga.natixis.com) to purchase Fund shares. For more information, see the section Shareholder Services in this Statement.
At the discretion of the Distributor, bank trust departments or trust companies may also be eligible for investment in Class Y shares at a reduced minimum, subject to certain conditions including a requirement to meet the minimum investment balance within a specified time period. Please contact the Distributor at 800-225-5478 for more information. At the discretion of the Distributor, clients of Natixis Advisors may purchase, at NAV, Class A shares of Natixis Funds that do not offer Class Y shares.
Shareholders of the Funds in Class Y 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 the relevant Fund.
The procedures for redemption of shares of a Fund are summarized in its Prospectus. As described in the Prospectus, a CDSC may be imposed on certain redemptions of Classes A, B and C shares. For purposes of the CDSC, an exchange of shares from one Fund to another Fund is not considered a redemption or a purchase. For federal tax purposes, however, such an exchange is considered a sale and a purchase and, therefore, would be considered a taxable event on which you may recognize a gain or loss. In determining whether a CDSC is applicable to a redemption of Class A, Class B or Class C shares, the calculation will be determined in the manner that results in the lowest rate being charged. The charge will not be applied to dollar amounts representing an increase in the NAV of shares since the time of purchase or reinvested distributions associated with such shares. Unless you request otherwise at the time of redemption, the CDSC is deducted from the redemption, not the amount remaining in the account.
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 $100,000 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 800-225-5478 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 800-225-5478. 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
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regular trading on the NYSE. Requests made after that time or on a day when the NYSE is closed will receive the next business days 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.
A shareholder automatically receives access to the ability to redeem shares by telephone following the completion of the Fund application, which is available at ga.natixis.com or from an investment dealer. When selecting the service, a shareholder may have the 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, or a Signature Validation Program Stamp. 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, Boston Financial (the Funds 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, 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 investors telephone instructions and recording an investors instructions.
Shares purchased by check or through ACH may not be available immediately for redemption to the extent the check or ACH transaction has not cleared. The Funds may withhold redemption proceeds for ten days when redemptions are made within ten calendar days of purchase by check or through ACH.
The redemption price will be the NAV per share (less any applicable CDSC) next determined after the redemption request and any necessary special documentation are received by the transfer agent or your investment dealer in proper form. Payment normally will be made by the Funds 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 Fund reserves 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).
The CDSC may be waived on redemptions made from IRA accounts due to attainment of age 59 1/2 for IRA shareholders who established accounts prior to January 3, 1995. The CDSC may also be waived on redemptions made from IRA accounts due to death, disability, return of excess contribution, required minimum distributions at age 70 1/2 (waivers apply only to amounts necessary to meet the required minimum amount based on assets held within the Funds), certain withdrawals pursuant to a systematic withdrawal plan, not to exceed 10% annually of the value of the account, and redemptions made from the account to pay custodial fees. The CDSC may also be waived on redemptions within one year following the death of (i) the sole shareholder of an individual account, (ii) a joint tenant where the surviving joint tenant is the deceaseds spouse or (iii) the beneficiary of a Uniform Gifts to Minors Act, Uniform Transfer to Minors Act or other custodial account. If the account is transferred to an account registered in the name of the deceaseds estate, the CDSC will be waived on any redemption occurring within one year of death. If the account is transferred to a new registration and then a redemption is requested, the applicable CDSC will be charged. If shares are not redeemed within one year of the death, they will remain subject to the applicable CDSC when redeemed from the transferees account.
The CDSC may be waived on redemptions made from 403(b)(7) custodial accounts due to attainment of age 59 1/2 for shareholders who established custodial accounts prior to January 3, 1995. The CDSC may also be waived on redemptions made from 403(b)(7) custodial accounts due to death or disability.
The CDSC may also be waived on redemptions necessary to pay plan participants or beneficiaries from qualified retirement plans under Section 401 of the Code, including profit sharing plans, money purchase plans, 401(k) and custodial accounts under Section 403(b)(7) of the Code. Distributions necessary to pay plan participants and beneficiaries include payment made due to death, disability, separation from service, normal or early retirement as defined in the plan document, loans from the plan and hardship withdrawals, return of excess contributions, required minimum distributions at age 70 1/2 (waivers only apply to amounts necessary to meet the required minimum amount), certain withdrawals pursuant to a systematic withdrawal plan, not to exceed 10% annually of the value of
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your account, and redemptions made from qualified retirement accounts or Section 403(b)(7) custodial accounts necessary to pay custodial fees.
A CDSC will apply in the event of plan level transfers, including transfers due to changes in investment where assets are transferred outside of Natixis Funds, including IRA and 403(b)(7) participant-directed transfers of assets to other custodians (except for the reasons given above) or qualified transfers of assets due to trustee-directed movement of plan assets due to merger, acquisition or addition of additional funds to the plan.
In order to redeem shares electronically through the ACH system, a shareholders bank or credit union must be a member of the ACH system and the shareholder must have a completed, approved ACH application on file. In addition, the telephone or online request must be received no later than the close of the NYSE. Upon receipt of the required information, the appropriate number of shares will be redeemed and the monies forwarded to the bank designated on the shareholders application through the ACH system. The redemption will be processed the day the telephone call or online transaction is made and the monies generally will arrive at the shareholders bank within three business days. The availability of these monies will depend on the individual banks rules.
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 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 Funds adviser in light of the Funds objective and will not generally represent a pro rata distribution of each security held in the Funds 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 NAV of each Fund at the beginning of such period.
The Funds do not currently impose any redemption charge other than the CDSC imposed by the Funds distributor, as described in the Prospectuses. The Board of Trustees reserves the right to impose additional charges at any time. A redemption constitutes a sale of shares for U.S. federal income tax purposes on which the investor may realize a long- or short-term capital gain or loss. See the section Taxes in this Statement.
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 NAV 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 NAV next determined after the transaction request was first received in good order.
Reinstatement Privilege (Class A shares only)
The Prospectus describes redeeming shareholders reinstatement privileges for Class A shares. In order to exercise the reinstatement privilege, you must provide a new investment check made payable to Natixis Funds and written notice to Natixis Funds (directly or through your financial representative) within 120 days of your redemption. The reinstatement or exchange will be made at NAV next determined after receipt of the notice and the new investment check in good order and will be limited to the amount of the redemption proceeds.
Even though an account is reinstated, the redemption will constitute a sale for U.S. federal income tax purposes. Investors who reinstate their accounts by purchasing shares of the Funds should consult with their tax advisers with respect to the effect of the wash sale rule if a loss is realized at the time of the redemption.
Open Accounts
A shareholders 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, the Funds will send each shareholder a statement providing account information which may include federal tax
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information on dividends and distributions paid to the shareholder during the year. This Statement should be retained as a permanent record.
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 or honored 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.
Minimum Balance Policy
The Funds minimum balance policy is described in the Prospectuses.
Automatic Investment Plans
Subject to each Funds investor eligibility requirements, investors may automatically invest in additional shares of a Fund on a monthly basis by authorizing the Distributor to draw checks on an investors bank account. The checks are drawn under the Investment Builder Program, a program designed to facilitate such periodic payments, and are forwarded to Boston Financial for investment in the Fund. A plan in Class A and Class C shares may be opened with an initial investment of $1,000 ($10,000 for the Income Diversified Portfolio) or the fund minimum for Class Y shares or more and thereafter regular monthly checks of $50 or more will be drawn on the investors account. (Shareholders with accounts participating in Natixis Funds Investment Builder Program prior to May 1, 2005 may continue to make subsequent purchases of $25 or more into those accounts). The reduced minimum initial investment pursuant to an automatic investment plan for Class A and Class C shares is referred to in the Prospectus. A Service Options Form must be completed to open an automatic investment plan and may be obtained by calling the Funds at 800-225-5478 or your investment dealer or by visiting the Funds website at ga.natixis.com.
This program is voluntary and may be terminated at any time by Boston Financial upon notice to existing plan participants. The Investment Builder Program plan may be discontinued at any time by the investor by written notice to Boston Financial, which must be received at least five business days prior to any payment date. The plan may be discontinued by State Street Bank at any time without prior notice if any check is not paid upon presentation; or by written notice to the shareholder at least thirty days prior to any payment date. The Funds are under no obligation to notify shareholders as to the nonpayment of any check.
Retirement Plans and Other Plans Offering Tax Benefits (Class A, Class B and Class C Shares)
The federal tax laws provide for a variety of retirement plans offering tax benefits. These plans may be funded with shares of the Funds or with certain other investments. The plans include H.R. 10 (Keogh) plans for self-employed individuals and partnerships, individual retirement accounts (IRAs), corporate pension trust and profit sharing plans, including 401(k) plans and retirement plans for public school systems and certain tax exempt organizations.
The minimum initial investment available to retirement plans and other plans offering tax benefits is referred to in the Prospectus. For these plans, initial investments in a Fund for Class A and Class C shares must be at least $1,000 for IRAs and Keogh plans using the Natixis Funds prototype document and $500 for Coverdell Education Savings Accounts and at least $100 for any subsequent investments. There is no initial or subsequent investment minimum for existing SIMPLE IRAs using the Natixis Funds Prototype documents. Income dividends and capital gain distributions must be reinvested (unless the investor is over age 59 1 / 2 or disabled). These types of accounts may be subject to fees. Plan documents and further information can be obtained from the Distributor.
Certain retirement plans may also be eligible to purchase Class Y shares. See the Prospectus relating to Class Y shares.
Systematic Withdrawal Plans (Class A, Class B and Class C Shares)
An investor owning a Funds shares having a value of $10,000 or more at the current public offering price may establish a Systematic Withdrawal Plan (a Plan) providing for periodic payments of a fixed or variable amount.
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An investor may terminate the plan at any time. A form for use in establishing such a plan is available from Boston Financial or your investment dealer. Withdrawals may be paid to a person other than the shareholder if a Medallion signature guarantee is provided. Please consult your investment dealer or the Funds.
A shareholder under a Plan may elect to receive payments monthly, quarterly, semiannually or annually for a fixed amount of not less than $50 or a variable amount based on (1) the market value of a stated number of shares, (2) a specified percentage of the accounts market value or (3) for Natixis sponsored IRA accounts only, a specified number of years for liquidating the account ( e.g. , a 20-year program of 240 monthly payments would be liquidated at a monthly rate of 1/240, 1/239, 1/238, etc.). The initial payment under a variable payment option may be $50 or more.
In the case of shares subject to a CDSC, the amount or percentage you specify may not, on an annualized basis, exceed 10% of the value as of the time you make the election, of your account with the Fund with respect to which you are electing the Plan. Withdrawals of Class B shares of a Fund under the Plan will be treated as redemptions of shares purchased through the reinvestment of Fund distributions, or, to the extent such shares purchased through the reinvestment of distribution in your account are insufficient to cover Plan payments, as redemptions from the earliest purchased shares of such Fund in your account. No CDSC applies to redemptions pursuant to the Plan.
Income dividends and capital gain distributions will be reinvested (without a sales charge in the case of Class A shares) at the NAV determined on the payable date.
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 NAV. 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 the sections Redemptions and Taxes for certain information as to U.S. federal income taxes.
It may be disadvantageous for a shareholder to purchase on a regular basis additional Fund shares with a sales charge while redeeming shares under a Plan. Accordingly, the Funds and the Distributor do not recommend additional investments in Class A shares by a shareholder who has a withdrawal plan in effect and who would be subject to a sales load on such additional investments. Natixis Funds may modify or terminate this program at any time.
Because of statutory restrictions this Plan may not be available to pension or profit-sharing plans or IRAs that have State Street Bank as trustee. Different documentation may be required.
Dividend Diversification Program
You may also establish a Dividend Diversification Program, which allows you to have all dividends and any other distributions automatically invested in shares of the same class of another Natixis Fund, subject to the investor eligibility requirements of that other Fund and to state securities law requirements. Shares will be purchased at the selected Funds NAV (without a sales charge or CDSC) on the dividend payable date. A dividend diversification account must be registered to the same shareholder as the distributing Fund account and, if a new account in the purchased Natixis Fund is being established, the purchased Funds minimum investment requirements must be met. Before establishing a Dividend Diversification Program into any other Natixis Fund, you must obtain and carefully read a copy of that Funds Prospectus.
Exchange Privilege
A shareholder may exchange the shares of any Fund for shares of the same class of another Natixis Fund, or series of Loomis Sayles Funds I or Loomis Sayles Funds II that offers that class (subject to the investor eligibility requirements, if any, of the fund into which the exchange is being made and any other limits on the sales of or exchanges into that fund) on the basis of relative NAVs at the time of the exchange without any sales charge. An exchange of shares in one fund for shares of another fund is a taxable event on which gain or loss may be recognized. When an exchange is made from the Class A, Class B or Class C shares of one Fund to the same class of shares of another Fund, the shares received by the shareholder in the exchange will have the same age characteristics as the shares exchanged. The age of the shares determines the expiration of the CDSC and, for the Class B shares, the conversion date. If you own Class Y shares, you may exchange those shares for Class Y shares
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of other Funds, for Institutional Class shares of any series of Loomis Sayles Funds I or Loomis Sayles Funds II that offers Institutional Class shares. Shareholders who hold their shares through certain financial intermediaries may not be eligible to convert their Class A shares to Class Y Shares. These options are summarized in the Prospectuses. An exchange may be effected, provided that neither the registered name nor address of the accounts is different, by (1) a telephone request to the Fund at 800-225-5478 or (2) a written exchange request to the Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579 or (3) by visiting our website at ga.natixis.com. You must acknowledge receipt of a current Prospectus for a Fund before an exchange for that Fund can be effected. The minimum amount for an exchange is the minimum amount to open an account or the total NAV of your account, whichever is less.
Accounts participating in or moving into wrap-fee programs or held through a registered investment adviser may exchange Class A shares of a fund for Class Y shares of the same fund and may also exchange Class C shares of a fund for Class A shares or Class Y shares of the same fund. Any account with an outstanding contingent deferred sales charge (CDSC) liability will be assessed the CDSC before converting to either Class A or Class Y shares. Accounts converting from Class C shares to Class A shares will not be subject to any Class A sales charges as a result of the initial conversion or any subsequent purchases of Class A shares in such accounts. In order to exchange shares, a representative of the wrap-fee program or registered investment adviser must follow the procedures set forth by the Distributor.
Class A shares of a fund acquired by Trustees, former Trustees, employees of affiliates of the Natixis Funds, individuals who are affiliated with any Natixis Fund (including spouses, parents, siblings, grandparents, grandchildren and in-laws of those mentioned) and Natixis affiliate employee benefit plans (collectively, Natixis affiliated shareholders) may be exchanged for Class Y shares of the same fund without payment of a CDSC.
In certain limited circumstances, accounts participating in wrap fee programs or held through a registered investment adviser may exchange Class Y shares of a Fund for Class A shares of the same Fund. Class Y shares may be converted to Class A shares of the same Fund if the Class Y shares are held in an investment option or program that no longer permits the use of Class Y shares in that option or program or if the shareholder otherwise becomes ineligible to participate in Class Y shares. Exchanges from Class Y shares to Class A shares will not be subject to an initial sales charge; however, future purchases may be subject to a sales charge, if applicable. A representative of the wrap fee program or a registered investment adviser must provide a completed cross-share exchange form and written notice to the Distributor indicating that a Class Y shareholder is eligible for conversion to Class A shares prior to any such exchange. An exchange of shares for shares of a different class in the same fund generally should not be a taxable event for the exchanging shareholder.
Due to operational limitations at your financial intermediary, your ability to exchange between shares classes of the same fund may be limited. Please consult your financial representative for more information.
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 Funds other shareholders or possibly disruptive to the management of the Fund.
Before requesting an exchange into any other Natixis Fund or series of Loomis Sayles Funds I or Loomis Sayles Funds II, please read its Prospectus carefully. Subject to the applicable rules of the SEC, the Board of Trustees reserves the right to modify the exchange privilege at any time. Except as otherwise permitted by SEC rule, shareholders will receive at least 60 days advance notice of any material change to the exchange privilege.
Automatic Exchange Plan
As described in the Prospectus, a shareholder may establish an Automatic Exchange Plan under which shares of a Fund are automatically exchanged each month for shares of the same class of one or more of the other Funds. Registration on all accounts must be identical. The Fund minimum of the new fund must be met in connection with each investment. The two dates each month on which exchanges may be made are the 15th and 28th (or the first business day thereafter if either the 15th or the 28th is not a business day) until the account is exhausted or until Boston Financial is notified in writing to terminate the plan. Exchanges may be made in amounts of $100 or more. The Service Options Form may be used to establish an Automatic Exchange Plan and is available from Boston Financial, your financial representative or by visiting our website at ga.natixis.com.
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Restrictions on Buying, Selling and Exchanging Shares
As stated in each Funds Prospectus, each Fund 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 investors financial intermediary promptly after receipt of the rejected order.
Broker Trading Privileges
The Distributor may, from time to time, enter into agreements with one or more brokers or other intermediaries to accept purchase and redemption orders for Fund shares until the close of regular trading on the NYSE (normally, 4:00 p.m., Eastern Time on each day that the NYSE is open for trading); such purchase and redemption orders will be deemed to have been received by a Fund when the authorized broker or intermediary accepts such orders; and such orders will be priced using that Funds NAV next computed after the orders are placed with and accepted by such brokers or intermediaries. Any purchase and redemption orders received by a broker or intermediary under these agreements will be transmitted daily to the Fund no later than the time specified in such agreement; but, in any event, no later than market open following the day that such purchase or redemption orders are received by the broker or intermediary.
Transcript Requests
Transcripts of account transactions will be provided, free of charge, at the shareholders request.
Self-Servicing Your Account with Natixis Funds Personal Access Line ® and Website
Natixis Funds shareholders may access account information, including share balances and recent account activity, online by visiting our website at ga.natixis.com. Transactions may also be processed online for certain accounts (restrictions may apply). Such transactions include purchases, redemptions and exchanges, and shareholders are automatically eligible for these features. Natixis Funds has taken measures to ensure the security of shareholder accounts, including the encryption of data and the use of personal identification (PIN) numbers. In addition, you may restrict these privileges from your account by calling Natixis Funds at 800-225-5478, or writing to us at P.O. Box 219579, Kansas City, MO 64121-9579. More information regarding these features may be found on our website at ga.natixis.com.
Investor activities through these mediums are subject to the terms and conditions outlined in the following Natixis Funds Online and Telephonic Customer Agreement . This agreement is also posted on our website. The initiation of any activity through the Natixis Funds Personal Access Line ® or website at ga.natixis.com by an investor shall indicate agreement with the following terms and conditions:
Natixis Funds Online and Telephonic Customer Agreement
NOTE: ACCESSING OR REQUESTING ACCOUNT INFORMATION OR TRANSACTIONS THROUGH THIS SITE CONSTITUTES AND SHALL BE DEEMED TO BE AN ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.
The accuracy, completeness and timeliness of all mutual fund information provided is the sole responsibility of the mutual fund company that provides the information. No party that provides a connection between this website and a mutual fund or its transfer agency system can verify or ensure the receipt of any information transmitted to or from a mutual fund or its transfer agent, or the acceptance by, or completion of any transaction with, a mutual fund.
The online acknowledgments or other messages that appear on your screen for transactions entered do not mean that the transactions have been received, accepted or rejected by the mutual fund. These acknowledgments are only an indication that the transactional information entered by you has either been transmitted to the mutual fund, or that it cannot be transmitted. It is the responsibility of the mutual fund to confirm to you that it has received the information and accepted or rejected a transaction. It is the responsibility of the mutual fund to deliver to you a current Prospectus, confirmation statement and any other documents or information required by applicable law.
NO TRANSACTION SHALL BE DEEMED ACCEPTED UNTIL YOU RECEIVE A WRITTEN CONFIRMATION FROM THE NATIXIS FUNDS.
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You are responsible for reviewing all mutual fund account statements received by you in the mail in order to verify the accuracy of all mutual fund account information provided in the statement and transactions entered through this site. You are also responsible for promptly notifying the mutual fund of any errors or inaccuracies relating to information contained in, or omitted from, your mutual fund account statements, including errors or inaccuracies arising from the transactions conducted through this site.
TRANSACTIONS ARE SUBJECT TO ALL REQUIREMENTS, RESTRICTIONS AND FEES AS SET FORTH IN THE PROSPECTUS OF THE SELECTED FUND.
THE CONDITIONS SET FORTH IN THIS AGREEMENT EXTEND NOT ONLY TO TRANSACTIONS TRANSMITTED VIA THE INTERNET BUT TO TELEPHONIC TRANSACTIONS INITIATED THROUGH THE NATIXIS FUNDS PERSONAL ACCESS LINE ® .
You are responsible for the confidentiality and use of your personal identification numbers, account numbers, social security numbers and any other personal information required to access the site or transmit telephonically. Any individual that possesses the information required to pass through all security measures will be presumed to be you. All transactions submitted by an individual presumed to be you will be solely your responsibility.
You agree that Natixis Funds does not have the responsibility to inquire as to the legitimacy or propriety of any instructions received from you or any person believed to be you, and is not responsible or liable for any losses that may occur from acting on such instructions.
Natixis Funds is not responsible for incorrect data received via the Internet or telephonically from you or any person believed to be you. Transactions submitted over the Internet and telephonically are solely your responsibility and Natixis Funds makes no warranty as to the correctness, completeness or accuracy of any transmission. Similarly Natixis Funds bears no responsibility for the performance of any computer hardware, software or the performance of any ancillary equipment and services such as telephone lines, modems or Internet service providers.
The processing of transactions over this site or telephonically will involve the transmission of personal data including social security numbers, account numbers and personal identification numbers. While Natixis Funds has taken reasonable security precautions including data encryption designed to protect the integrity of data transmitted to and from the areas of our website that relate to the processing of transactions, we disclaim any liability for the interception of such data.
1. | You agree to immediately notify Natixis Funds if any of the following occurs: |
2. | You do not receive confirmation of a transaction submitted via the Internet or telephonically within five (5) business days. |
3. | You receive confirmation of a transaction of which you have no knowledge and was not initiated or authorized by you. |
4. | You transmit a transaction for which you do not receive a confirmation number. |
5. | You have reason to believe that others may have gained access to your personal identification number (PIN) or other personal data. |
6. | You notice an unexplained discrepancy in account balances or other changes to your account, including address changes, and banking instructions on any confirmations or statements. |
Any costs incurred in connection with the use of the Natixis Funds Personal Access Line ® or the Natixis Funds Internet site including telephone line costs and Internet service provider costs are solely your responsibility. Similarly Natixis Funds makes no warranties concerning the availability of Internet services or network availability.
Natixis Funds reserves the right to suspend, terminate or modify the Internet capabilities offered to shareholders without notice.
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YOU HAVE THE ABILITY TO RESTRICT INTERNET AND TELEPHONIC ACCESS TO YOUR ACCOUNTS BY NOTIFYING NATIXIS FUNDS OF YOUR DESIRE TO DO SO.
Written notifications to Natixis Funds should be sent to:
All account types excluding SIMPLE IRAs:
Natixis Funds
P.O. Box 219579
Kansas City, MO 64121-9579
Notification may also be made by calling 800-225-5478 during normal business hours.
SIMPLE IRA shareholders please use:
Natixis Funds
P.O. Box 8705
Boston, MA 02266-8705
Notification may also be made by calling 800-813-4127 during normal business hours.
The method for determining the public offering price and NAV per share is summarized in the Prospectus.
The total 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 NYSE is open for trading. The Funds will not price their shares on the following holidays: New Years 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 securitys last sale price on the exchange or market where primarily traded 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 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 a Fund 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 a Fund 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 valued at amortized cost, which approximates market value. Domestic exchange-traded single equity option contracts (including options on exchange-traded funds) are valued at the mean of the National Best Bid and Offer quotations. Options on futures contracts are valued using the current settlement price. Other exchange-traded options are valued at the average of the closing bid and asked quotation. OTC options contracts are valued based on quotations obtained from broker-dealers. These quotations will be either the bid for a long transaction or the ask for a short transaction. Futures are valued at their most recent settlement price. Swaps are valued based on mid prices supplied by a pricing service, if available, or quotations obtained from broker-dealers. Forward foreign currency contracts are valued at interpolated prices determined from information provided by an independent pricing service. Investments in other open-end investment companies are valued at their reported NAV each day. 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 each Funds investment adviser using consistently applied procedures under the general supervision of the Board of Trustees.
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 non-U.S. exchange
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except for securities traded on the London Stock Exchange (British Equities). British Equities will be valued at the official close of 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 NAV 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 Funds NAV. If it is determined pursuant to procedures adopted by the Board of Trustees that events materially affecting the value of a Funds securities have occurred during such period, then these securities may be fair valued at the time the Fund determines its NAV by or pursuant to procedures adopted 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 Funds NAV is calculated.
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 NYSE. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a delisting of the issuers 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 NAV does not take place at the same time as the prices of many of its portfolio securities are determined, and the value of the Funds 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 NAV of a class of the Funds shares is computed by dividing the number of shares outstanding into the total NAV attributable to such class. The public offering price of a Class A share of a Fund is the NAV per share next-determined after a properly completed purchase order is accepted by Boston Financial or State Street Bank, plus a sales charge as set forth in each Funds Prospectus. The public offering price of a Class B, C or Y shares of a Fund is the next-determined NAV.
The following special purchase plans are summarized in the Prospectuses and are described in greater detail below. Investors should note that in many cases, the broker, and not the Funds, is responsible for ensuring that the investor receives current discounts.
If you invest in Class A shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure you obtain the proper breakpoint discount. In order to reduce your sales charge, it will be necessary at the time of purchase to inform the Distributor and your financial intermediary, in writing, of the existence of other accounts in which there are holdings eligible to be aggregated to meet sales load breakpoints. If the Distributor is not notified that you are eligible for a reduced sales charge, the Distributor will be unable to ensure that the reduction is applied to the investors account.
You may be required to provide certain records and information, such as account statements, with respect to all of your accounts which hold Fund shares, including accounts with other financial intermediaries, and your family members and other related parties accounts, in order to verify your eligibility for the reduced sales charge.
Cumulative Purchase Discount
A Fund shareholder may make an initial or an additional purchase of Class A shares and be entitled to a discount on the sales charge payable on that purchase. This discount will be available if the shareholders total investment in the Fund reaches the breakpoint for a reduced sales charge in the table in the section How Sales Charges Are
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Calculated - Class A shares in the Class A, B and C Prospectus. The total investment is determined by adding the amount of the additional purchase, including sales charge, to the current public offering price of all series and classes of shares of the Natixis Funds held by the shareholder in one or more accounts. Certain shares held through Loomis Sayles Distributors, L.P. may not be eligible for this privilege. If the total investment exceeds the breakpoint, the lower sales charge applies to the entire additional investment even though some portion of that additional investment is below the breakpoint to which a reduced sales charge applies. For example, if a shareholder who already owns shares of the Fund or one or more other Natixis Funds with a value at the current public offering price of $30,000 makes an additional purchase of $20,000 of Class A shares of the Fund or another Natixis Fund, the reduced sales charge of 4.5% of the public offering price will apply to the entire amount of the additional investment.
Letter of Intent
A Letter of Intent (a Letter), which can be effected at any time, is a privilege available to investors that reduces the sales charge on investments in Class A shares. Ordinarily, reduced sales charges are available for single purchases of Class A shares only when they reach certain breakpoints ( e.g. , $25,000, $100,000, etc.). By signing a Letter, a shareholder indicates an intention to invest enough money in Class A shares within 13 months to reach a breakpoint. If the shareholders intended aggregate purchases of all series and classes of the Trusts and other Natixis Funds over a defined 13-month period will be large enough to qualify for a reduced sales charge, the shareholder may invest the smaller individual amounts at the public offering price calculated using the sales load applicable to the 13-month aggregate investment.
A Letter is a non-binding commitment, the amount of which may be increased, decreased or canceled at any time. The effective date of a Letter is the date it is received in good order by the Funds transfer agency.
A reduced sales charge is available pursuant to a written Letter effected within 90 days after any purchase of Class A shares. In the event the account was established prior to 90 days before the effective date of the Letter, the account will be credited with the Rights of Accumulation (ROA) towards the breakpoint level that will be reached upon the completion of the 13 months purchases. The ROA credit is the value of all shares held as of the effective dates of the Letter based on the public offering price computed on such date.
The cumulative purchase discount, described above, permits the aggregate value at the current public offering price of Class A shares of any accounts with the Trusts held by a shareholder to be added to the dollar amount of the intended investment under a Letter, provided the shareholder lists them on the account application.
The Funds transfer agent will hold in escrow shares with a value at the current public offering price of 5% of the aggregate amount of the intended investment. The amount in escrow will be released when the commitment stated in the Letter is completed. If the shareholder does not purchase shares in the amount indicated in the Letter, the shareholder agrees to remit to the Funds transfer agent the difference between the sales charge actually paid and that which would have been paid had the Letter not been in effect, and authorizes the Funds transfer agent to redeem escrowed shares in the amount necessary to make up the difference in sales charges. Reinvested dividends and distributions are not included in determining whether the Letter has been completed.
Combining Accounts
For purposes of determining the sales charge applicable to a given purchase, a shareholder may elect to combine the purchase and the shareholders total investment (calculated at the current public offering price) in all series and classes of the Fund and Natixis Funds with the purchases and total investment of the shareholders spouse, parents, children, siblings, grandparents, grandchildren and in-laws of those previously mentioned, single trust estates, individual fiduciary accounts and sole proprietorships or any other group of individuals acceptable to the Distributor. If the combined value of the purchases and total investments exceed a sales charge breakpoint as disclosed in the Prospectus, the lower sales charge applies to the entire amount of the purchase, even though some portion of that investment is below the breakpoint to which a reduced sales charge applies.
For certain retirement plans, the Distributor may, in its discretion, combine the purchases and total investment of all qualified participants in the same retirement plan for purposes of determining the availability of a reduced sales charge.
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Purchases and total investments of individuals may not be combined with purchases and total investments of the retirement plan accounts described in the preceding paragraph for the purpose of determining the availability of a reduced sales charge. Only the purchases and total investments in tax-qualified retirement plans or other employee benefit plans in which the shareholder is the sole participant may be combined with individual accounts for purposes of determining the availability of a reduced sales charge.
Clients of the Adviser
Investment advisory clients of Natixis Advisors and its affiliates may invest in Class Y shares of the Funds below the minimums stated in the Class Y Prospectus. No front-end sales charge or CDSC applies to investments of $25,000 or more in Class A shares of the Fund by (1) clients of an adviser to any series of the Trusts or another Natixis Fund; any director, officer or partner of a client of an adviser to any series of the Trusts or another Natixis Fund; or the spouse, parents, children, siblings, in-laws, grandparents or grandchildren of the foregoing; (2) any individual who is a participant in a Keogh or IRA Plan under a prototype of an adviser to any series of the Trusts or another Natixis Fund if at least one participant in the plan qualifies under category (1) above; and (3) an individual who invests through an IRA and is a participant in an employee benefit plan that is a client of an adviser to any series of the Trusts or another Natixis Fund. Any investor eligible for this arrangement should so indicate in writing at the time of the purchase. In addition, the front-end sales charge or CDSC may be waived for investments in Class A shares, for Funds that do not offer Class Y shares, by clients of an adviser to any series of the Trusts or another Natixis Fund.
Eligible Governmental Authorities
There is no sales charge or CDSC related to investments in Class A shares by any state, county or city or any instrumentality, department, authority or agency thereof that has determined that a Fund is a legally permissible investment and that is prohibited by applicable investment laws from paying a sales charge or commission in connection with the purchase of shares of any registered
Investment Advisory Accounts
Class A shares of any Fund may be purchased at NAV by investment advisers, financial planners or other intermediaries who place trades for their own accounts or the accounts of their clients and who charge a management, consulting or other fee for their services; clients of such investment advisers, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment adviser, financial planner or other intermediary on the books and records of the broker or agent; and retirement and deferred compensation plans and trusts used to fund those plans, including, but not limited to, those defined in Sections 401(a), 403(b), 401(k) and 457 of the Code and rabbi trusts. Investors may be charged a fee if they effect transactions through a broker or agent.
Certain Broker-Dealers and Financial Services Organizations
Class A shares of any Fund also may be purchased at NAV through certain broker-dealers or financial services organizations without any transaction fee. Such organizations may also receive compensation paid by Natixis Advisors, or its affiliates out of their own assets (as described in the section Distribution Agreements and Rule 12b-1 Plans), or be paid indirectly by the Fund in the form of servicing, distribution or transfer agent fees.
Certain Retirement Plans
Class A shares of the Funds are available at NAV for investments by participant-directed 401(a) and 401(k) plans that have $1 million or more in total plan assets or 100 or more eligible employees or by retirement plans whose third party administrator or dealer has entered into a service agreement with the Distributor and which may be subject to certain operational and minimum size requirements specified from time to time by the Distributor. The Distributor may pay compensation to such third party administrators or dealers. This compensation may be paid indirectly by the Funds in the form of service and/or distribution fees.
Bank Trust Departments or Trust Companies
Class A shares of the Funds are available at NAV for investments by non-discretionary and non-retirement accounts of bank trust departments or trust companies, but are unavailable if the trust department or institution is part of an
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organization not principally engaged in banking or trust activities.
The reduction or elimination of the sales charges in connection with special purchase plans described above reflects the absence or reduction of expenses associated with such sales.
As described in the Prospectuses, it is the policy of each Fund to pay all of its shareholders each year according to the schedule specified in the Prospectuses, as dividends, all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized short-term and 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 a Fund based upon the NAV determined as of the close of the NYSE 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 as undeliverable to the Fund, 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, federal tax information regarding fund distributions will be furnished to each shareholder for each calendar year early in the succeeding year. Funds with significant investments in REITs typically request a 30-day extension to provide such federal tax information to their shareholders.
The following discussion of certain U.S. federal income tax consequences of an investment in the Funds is based on the Code, U.S. Treasury regulations, and other applicable authorities, all as of the date of this Statement. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal tax considerations generally applicable to investments in the Funds. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisors regarding their particular situations and the possible application of foreign, state and local tax laws.
Taxation of the Funds
Each Fund has elected and intends to qualify each year as a regulated investment company under Subchapter M of the Code. In order to qualify for the special tax treatment accorded regulated investment companies under the Code, 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 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 (b) net income derived from interests in qualified publicly traded partnerships (QPTPs); (ii) diversify its holdings so that at the end of each quarter of the Funds taxable year (a) at least 50% of the value of the Funds total assets consists of cash and cash items, 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 Funds total assets and 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the value of the Funds 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 QPTPs; and (iii) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paidgenerally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt interest income, if any, for such year.
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In general, for purposes of the 90% gross income requirement described in (i) above, income derived by a Fund 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 Fund. However, 100% of the net income derived from an interest in a QPTP (generally, a partnership (x) interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, (y) that is treated as a partnership for U.S. federal income tax purposes, and (z) that derives less than 90% of its income from the qualifying income described in (i)(a) above) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code do not apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.
For purposes of the diversification requirements described in (ii) above, outstanding voting securities of an issuer include the equity securities of a QPTP. Also for purposes the diversification requirements in (ii) above, identification of the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the IRS with respect to identification of the issuer for a particular type of investment may adversely affect the Funds ability to satisfy the diversification requirements.
Assuming that it qualifies for treatment as a regulated investment company, a Fund will not be subject to U.S. 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 were to fail to meet the income or the diversification requirements described above, the Fund could in some cases cure such failure, including by paying a fund-level tax and, in the case of diversification failures, disposing of certain assets. If a Fund were ineligible for or did not cure such a failure for any year, or if the Fund otherwise were to fail to qualify as a regulated investment company accorded special tax treatment, 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. Some portions of such distributions may be eligible for the dividends received deduction in the case of corporate shareholders and may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, provided in both cases that the shareholder meets certain holding period and other requirements in respect of the Funds shares (as described below). In addition, a 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.
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 retains any investment company taxable income, the Fund will be subject to tax at regular corporate rates on the amount retained. Each Fund also intends to distribute annually all or substantially all of its net capital gain and to make appropriate Capital Gain Dividend (as defined below) designations. 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 timely notice to its shareholders who then, in turn, (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gains, their respective shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal tax liabilities, if any, and to claim refunds on properly filed U.S. tax returns to the extent the credit exceeds such liabilities. In this event, for U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of a Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholders gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Funds are not required to, and there can be no assurance that any Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend, its taxable income and its earnings and profits, a regulated investment company may elect to treat any post-October capital loss (defined as the greatest of net capital loss, net long-term capital loss, or net short-term capital loss, in each case attributable to the portion of the taxable year after October 31) and certain late-year ordinary losses (generally, (i) net ordinary losses from the sale, exchange or other taxable disposition of property attributable to the portion of the taxable year after October 31, plus (ii) other net ordinary losses attributable to the portion of the taxable year, if any, after December 31) as if incurred in the succeeding taxable year.
Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against a Funds net investment income. Instead, potentially subject to certain limitations, a Fund may carry net capital losses from any
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taxable year forward to offset capital gains, if any, realized in future years, thereby reducing the amount a Fund would otherwise be required to distribute in such future years to qualify for the special tax treatment accorded regulated investment companies and avoid a Fund-level tax. Net capital losses incurred by a Fund in a taxable year beginning on or before December 22, 2010 (pre-2011 losses), may be carried forward for eight taxable years, and in the year to which the losses are carried forward, such losses are treated as short-term capital losses that first offset short-term capital gains, and then offset long-term capital gains. A Fund is permitted to carry forward net capital losses it incurs in taxable years beginning after December 22, 2010 without expiration. Any such carryforward losses will retain their character as short-term or long-term; this may well result in larger distributions of short-term gains (taxed as ordinary income to individual shareholders) than would have resulted under the regime applicable to pre-2011 losses. A Fund will also generally be required to use any such carryforward losses, which will not expire, before it uses any pre-2011 losses. This increases the likelihood that pre-2011 losses, if any, will expire unused. See the most recent annual shareholder report for each Funds available capital loss carryovers as of the end of its most recently ended fiscal year.
A nondeductible excise tax at a rate of 4% will be imposed on the excess, if any, of each Funds required distribution over its actual distributions in any calendar year. Generally, the required distribution is 98% of a Funds ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on October 31 st of such year (or December 31 st of that year if the Fund is permitted to and does so elect) plus undistributed amounts from prior years. For purposes of the required excise tax distribution, ordinary gains and losses from the sale, exchange or other taxable disposition of property that would be taken into account after October 31 (or later if a Fund is permitted to and does so elect) generally are treated as arising on January 1 of the following calendar year. Also for purposes of the excise tax, each Fund will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. Each Fund generally intends to make distributions
Taxation of Fund Distributions
Distributions of investment income generally are taxable as ordinary income to the extent of a Funds earnings and profits. 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. In general, a Fund will recognize long-term capital gain or loss on assets it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Distributions of net capital gain that is, the excess of net long-term capital gains over net short-term capital losses that are properly reported by a Fund as capital gain dividends (Capital Gain Dividends) will generally be taxable to a shareholder receiving such distributions as long-term capital gains. Long-term capital gain rates applicable to individuals have been reduced, in general to 15%, with a 0% rate applying to taxpayers in the 10% and 15% rate brackets, for taxable years beginning before January 1, 2013. It is currently unclear whether Congress will extend these long-term capital gain rates for taxable years beginning on or after January 1, 2013. Distributions of the excess of net short-term capital gains over net long-term capital losses, will generally be taxable to a shareholder receiving such distributions as ordinary income. Distributions from capital gains generally are made after applying any available capital loss carryovers.
For taxable years beginning before January 1, 2013, 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 Funds 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 (as defined below).
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Income derived from investments in fixed-income securities, REITs and derivatives generally is not eligible for treatment as qualified dividend income.
In general, distributions of investment income properly reported by a Fund as derived from qualified dividend income will be treated as qualified dividend income in the hands of a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to the Funds shares. 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 Funds dividends (other than dividends properly designated as Capital Gain Dividends) will be eligible to be treated as qualified dividend income. It is currently unclear whether Congress will extend the special tax treatment of qualified dividend income for taxable years beginning on or after January 1, 2013.
Dividends of net investment income received by corporate shareholders of a Fund generally will qualify for the 70% dividends received deduction available to corporations to the extent they are properly reported as being attributable to the amount of eligible dividends received by the Fund from domestic corporations for the taxable year. A dividend received by a Fund will not be treated as an eligible dividend (1) if it has been received with respect to any share of stock that the Fund has held for less than 46 days during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (less than 91 days during the 181-day period beginning 90 days before the ex-dividend date in the case of certain preferred stock) or (2) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends received deduction may otherwise be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of a Fund or (2) otherwise by application of the Code (for example, the dividends received deduction is reduced in the case of a dividend received on debt-financed portfolio stock generally, stock acquired with borrowed funds).
Any distribution of income that is attributable to (i) income received by a Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction, or (ii) dividend income received by a Fund on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that, for federal tax purposes, is treated as a loan by the Fund, generally will not constitute qualified dividend income to individual shareholders or be eligible for the dividends received deduction for corporate shareholders.
Distributions are taxable to shareholders even if they are paid from income or gains earned by a Fund before a shareholders 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 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 generally will be treated for federal income tax purposes as paid by the Fund and received by shareholders on December 31st of the year in which the distributions are declared rather than the calendar year in which they are received.
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 shareholders tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders 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, Exchange or Redemption of Shares
A sale, exchange or redemption of Fund shares will generally 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 Fund shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends 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.
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Foreign Taxes
Income received by a Fund from investments in securities of foreign issuers may be subject to foreign withholding and other taxes. This will decrease a Funds yield on securities subject to such taxes. Tax treaties between certain countries and the United States may reduce or eliminate such taxes. Shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes incurred by a Fund.
Foreign Currency Transactions
Transactions in foreign currencies, foreign-currency denominated debt obligations and certain foreign currency options, futures contracts or forward contracts (or 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.
Passive Foreign Investment Companies
Investments by a Fund in shares or certain foreign entities that are treated as passive foreign investment companies (PFICs), could potentially subject such a Fund to U.S. federal income tax (including interest charges) on distributions received from the PFIC or on gains from a disposition of shares in the PFIC. This tax cannot be eliminated by making distributions to Fund shareholders. However, a Fund may make certain elections to avoid the imposition of that tax. For example, a Fund may make an election to mark the gains (and to a limited extent losses) in a PFIC to the market as though it had sold and repurchased its holdings in the PFIC on the last day of the Funds taxable year. Such gains and losses are treated as ordinary income and loss. A Fund also may in certain cases elect to treat a PFIC as a qualified electing fund ( i.e. , make a QEF election), in which case the Fund will be required to include in its income annually its share of the PFICs income and net capital gains, regardless of whether the Fund receives any distribution from the PFIC.
The mark-to-market and QEF elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by a Fund to avoid taxation. Making either of these elections therefore may require a Fund to liquidate investments (including when it is not advantageous to do so) to meet its distribution requirements, which also may accelerate the recognition of gain and affect the Funds total return. Because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances. Dividends paid by PFICs generally will not be eligible to be treated as qualified dividend income.
Certain Fixed-Income and Other Instruments
Certain Funds investments, including investments in asset-backed securities, mortgage-related securities, debt obligations issued or purchased at a discount, payment-in-kind securities and inflation-indexed bonds may create taxable income in excess of the cash they generate. In such cases, a Fund may be required to sell assets (including when it is not advantageous to do so) to generate sufficient cash to make the required distributions to maintain its qualification as a regulated investment company and avoid a fund-level tax. A Fund may realize gains or losses from such transactions. In the event a Fund realizes net gains from such transactions, a Funds shareholders may receive larger distributions than they would in the absence of such transactions.
Certain Higher-Risk and High Yield Securities
Funds may invest in below investment-grade fixed-income securities, including debt obligations of issuers not currently paying interest or that are in default. Investments in debt obligations that are at risk of or in default present special tax issues for a Fund. Tax rules are not entirely clear about issues such as whether and to what extent a Fund should recognize market discount on such a debt obligation, when a Fund may cease to accrue interest, original issue discount or market discount, when and to what extent a Fund may take deductions for bad debts or worthless securities and how a Fund should allocate payments received on obligations in default between principal and interest. These and other related issues will be addressed by each Fund if it invests in such securities, as part of the Funds efforts to ensure that it distributes sufficient income to preserve its status as a regulated investment company accorded special tax treatment under the Code.
A portion of the interest paid or accrued on certain high yield discount obligations in which a Fund may invest may be treated as a dividend for purposes of the corporate dividends received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by the Fund to corporate
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shareholders may be eligible for the dividends received deduction to the extent of the deemed dividend portion of such accrued interest.
Options, Futures, Forward Contracts, Swap Agreements and Hedging Transactions
A Funds transactions in options, futures contracts, forward contracts, swaps and derivatives, as well as any of its other hedging, short sale or similar transactions, may be subject to one or more special tax rules (including the mark-to-market, notional principal contract, constructive sale, straddle, wash sale, short sale and other rules). These rules may affect whether gains and losses recognized by a Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income to the Fund, defer Fund losses, or cause adjustments in the holding periods of Fund securities. These rules could therefore affect the amount, timing and or character of distributions to Fund shareholders. Moreover, because the tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
A Funds investments in certain derivatives and foreign currency-denominated instruments, and a Funds transactions in foreign currencies and hedging activities, may result in a difference between the Funds book income and its taxable income. If a Funds book income exceeds its taxable income, including net realized capital gains, the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Funds remaining earnings and profits (including earnings and profits arising from tax-exempt income, if any), (ii) thereafter, as a return of capital to the extent of the recipients basis in the Funds shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset. If a Funds book income is less than its taxable income, the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company that is accorded special tax treatment and to avoid a Fund-level tax.
REITs, REMICs and TMPs
An investment by a Fund in equity securities of real estate investment trusts qualifying as such under Subchapter M of the Code (REITs) may result in the Funds receipt of cash in excess of the REITs earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Investments in REIT equity securities also may require a Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold.
Some Funds may invest directly or indirectly (including through a REIT) in residual interests in real estate mortgage investment conduits (REMICs) (including by investing in residual interests in CMOs with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (TMPs). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Funds income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an excess inclusion) will be subject to U.S. 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 interest directly. As a result, to the extent a Fund invests in such interests, it may not be a suitable investment for charitable remainder trusts (CRTs), as noted below.
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 (UBTI) 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 UBTI, 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. See Tax-Exempt Shareholders below for a discussion of the special tax consequences that may result where a tax-exempt entity invests in a regulated investment company that recognizes excess inclusion income.
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Tax-Exempt Shareholders
Income of a regulated investment company that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of that regulated investment company. Notwithstanding the foregoing, a tax-exempt shareholder may realize UBTI by virtue of its investment in a 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).
A tax-exempt shareholder may also recognize UBTI if a Fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICs or TMPs, as described above, if the amount of such income recognized by a Fund exceeds the Funds investment company taxable income (after taking into account deductions for dividends paid by the Fund). Furthermore, any investment in residual interests of a CMO that has elected to be treated as a REMIC can create complex tax consequences, especially if a Fund has state or local governments or other tax-exempt organizations as shareholders.
Special tax consequences also apply where CRTs invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, if a CRT (as defined in Section 664 of the Code) realizes any UBTI for a taxable year, a 100% excise tax is imposed on such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a Fund that recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a Fund and the Fund recognizes excess inclusion income, then the Fund will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. To the extent permitted under the 1940 Act, a Fund may elect to specially allocate any such tax to the applicable CRT (or other shareholder), and thus reduce such shareholders distributions for the year by the amount of the tax that relates to such shareholders interest in the Fund. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. CRTs and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a 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 the Fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who or which 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, 2012. This rate will expire and the backup withholding tax rate will be 31% for amounts paid after December 31, 2012, unless Congress enacts legislation providing otherwise
Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
Non-U.S. Shareholders
Capital Gain Dividends generally will not be subject to withholding of U.S. federal income tax. Dividends (other than Capital Gain Dividends) paid by a Fund to a shareholder that is not a United States person within the meaning of the Code (a Foreign Person) generally 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.
Effective for taxable years of a Fund beginning before January 1, 2012, in general and subject to certain limitations, a Fund is not required to withhold any amounts (i) with respect to distributions attributable to U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual Foreign Person, to the extent such distributions are properly reported by the Fund as interest-related dividends, and (ii) with respect to distributions of net short-term capital gains in excess of net long-term capital losses, to the extent such distributions are properly reported by the Fund as short-term capital gain dividends. It is unclear whether the exemptions from withholding for interest-related and short-term capital gain dividends will be extended to taxable years beginning on or after January 1, 2012 and, if they are extended, what the terms of the extension will be. A
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Fund may choose not to report potentially eligible distributions as interest-related short-term capital gain dividends and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In the case of shares held through an intermediary, the intermediary may withhold even if a Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders. Foreign Persons should contact their intermediaries regarding the application of these rules to their accounts.
If a beneficial holder of Fund shares who or which is a Foreign Person has a trade or business in the United States, and Fund dividends received by such holder are effectively connected with the conduct of such trade or business, the dividends generally will be subject to U.S. federal net income taxation at regular income tax rates.
A beneficial holder of Fund shares who or which 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 a sale or redemption 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, (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, redemption or Capital Gain Dividend and certain other conditions are met or (iii) the special rules relating to gain attributable to the sale or exchange of U.S. real property interests (USRPIs) apply to the foreign shareholders sale of shares in the Fund or to the Capital Gain Dividend the foreign shareholder received (as described below).
Foreign Persons should consult their tax advisers concerning the tax consequences of owning 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 described above or a reduced rate of withholding provided by treaty.
Special rules would apply if a Fund were either a U.S. real property holding corporation (USRPHC) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporations USPRIs, interests in real property located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or former USRPHC.
If a Fund were a USRPHC or would be a USRPHC but for the exceptions referred to above, any distributions by the Fund to a foreign shareholder attributable to gains realized by the Fund on the disposition of USRPIs, or to distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands, generally would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholders current and past ownership of a Fund. On and after January 1, 2012, the look-through USRPI treatment described above for distributions by a Fund (which treatment applies only if the Fund is either a USRPHC or would be a USRPHC but for the operation of the exceptions referred to above) applies only to those distributions that, in turn, are attributable to distributions received by the Fund from a lower-tier REIT, unless Congress enacts legislation providing otherwise.
In addition, if a Fund were a USRPHC or former USRPHC, it could be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.
Certain Additional Reporting and Withholding Requirements
The Hiring Incentives to Restore Employment (HIRE) Act, enacted in March 2010, requires the reporting to the IRS of direct and indirect ownership of foreign financial accounts and foreign entities by U.S. persons. Failure to provide this required information can result in a 30% withholding tax on certain payments (withholdable payments) made after December 31, 2012. Withholdable payments include U.S.-source dividends and interest, and gross proceeds from the sale or other disposition of property that can produce U.S.-source dividends or interest. Subject to future IRS guidance, a Fund may require additional tax-related certifications, representations or information from shareholders in order to comply with the provisions of the HIRE Act.
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The IRS has issued only very preliminary guidance with respect to these new rules; their scope remains unclear and potentially subject to material change. Very generally, it is possible that distributions made by a Fund after December 31, 2012 (or such later date as may be provided in future guidance) to a shareholder, including a distribution in redemption of shares and a distribution of income or gains exempt from U.S. federal income tax or, in the case of distributions to a non-U.S. shareholder, exempt from withholding under the regular withholding rules described earlier (e.g., Capital Gain Dividends), will be a withholdable payment subject to the new 30% withholding requirements, unless a shareholder provides information, certifications, representations or waivers of foreign law, as a Fund requires, to comply with the new rules. In the case of certain foreign shareholders, it is possible that this information will include information regarding direct and indirect U.S. owners of such foreign shareholders. The failure of a shareholder to provide such information may result in other adverse consequences to the shareholder. A foreign shareholder that is treated as a foreign financial institution (as defined under these rules) generally will be subject to withholding unless it enters into, and provides certification to a Fund of, a valid information reporting and withholding agreement with the IRS to report, among other requirements, required information including about certain direct and indirect U.S. investors or U.S. accounts. Future regulations may exempt certain foreign financial institutions from these requirements, but it is currently unclear whether or when such regulations will be issued. Persons investing in the Fund through foreign intermediaries should contact their intermediaries regarding the application of these rules to their accounts and their investment in a Fund.
Shareholders could be subject to substantial penalties for failure to comply with these reporting requirements. Shareholders should consult their tax advisors to determine the applicability of these reporting requirements in light of their individual circumstances.
In addition, effective for taxable years beginning after March 18, 2010, certain individuals (and, if provided in future guidance, certain domestic entities) must disclose annually their interests in specified foreign financial assets on their U.S. federal income tax returns. It is currently unclear under what circumstances, if any, a shareholders (indirect) interest in a Funds specified foreign financial assets, if any, falls within this requirement. Shareholders should consult a tax advisor regarding the applicability to them of the reporting requirement.
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 such an investment in their particular tax situation.
Dividends, distributions and gains from the sale of Fund shares 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.
If a shareholder recognizes a loss with respect to a Funds 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 IRS 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 taxpayers 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.
Yield and Total Return
Each Fund may advertise the yield and total return of each class of its shares. Each Funds yield and total return will vary from time to time depending upon market conditions, the composition of its portfolio and operating expenses of the relevant Trust 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 Funds yield and total return to yields and total returns 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 Funds shares and to the relative risks associated with the investment objectives and policies of the Fund. Yield and total return may be
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stated with or without giving effect to any expense limitations in effect for a Fund. For those funds that present yields and total return reflecting an expense limitation or waiver, its yield would have been lower if no limitation or waiver were in effect. Yields and total return will generally be higher for Class A shares than for Class B and Class C shares of the same Fund, because of the higher levels of expenses borne by the Class B and Class C shares. Because of its lower operating expenses, Class Y shares of each Fund can be expected to achieve a higher yield and total return than the same Funds Classes A, B and C shares.
Each Fund may also present one or more distribution rates for each class in its sales literature. These rates will be determined by annualizing the classs distributions from net investment income and net short-term capital gain over a recent 12-month, 3-month or 30-day period and dividing that amount by the maximum offering price or the NAV. If the NAV, rather than the maximum offering price, is used to calculate the distribution rate, the rate will be higher.
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 NAVs per share, will vary just as yield and total return will vary. An investors focus on the yield of a Fund to the exclusion of the consideration of the share price of that Fund may result in the investors misunderstanding the total return he or she may derive from the Fund.
Benchmark Comparisons
Performance information for each Fund with over one calendar year of performance history is included in the Prospectuses (in the section Risk/Return Bar Chart and Table in each Funds Fund summary), along with the performance of an appropriate benchmark index. Because index comparisons are generally calculated as of the end of each month, index performance information under the Since Inception, Life of Fund or Life of Class headings in the Prospectuses for Funds with less than ten years of performance history may not be coincident with the inception date of the Fund (or class, as applicable). In such instances, index performance is generally presented from the month-end nearest to the inception date of the Fund (or class, as applicable).
Class B Share Performance
Each Funds total returns disclosed in the Risk/Return bar chart and table in the Prospectuses reflect, on a class-by-class basis, the Funds expenses and the maximum sales charge that you may be required to pay when you buy or redeem the Funds shares.
Class B shares automatically convert into Class A shares after 8 years. With respect to the Funds that offer Class B shares, the Class B total returns disclosed in the Risk/Return bar chart and table do not reflect the automatic conversion of Class B shares to Class A shares after eight years. However, for purposes of the Example in the Fund Summaries, in years 9 and 10 Class B amounts are calculated using Class A expenses.
Blended Index (Income Diversified Portfolio only)
The weightings of the indices that comprise the Blended Index are rebalanced on a monthly basis to maintain the allocations as described in the Funds prospectus. These rebalancings will not necessarily correspond to the rebalancing of the Funds investment portfolio, and the relative weightings of the asset classes in the Fund will generally differ to some extent from the
The financial statements, financial highlights and the reports of the independent registered public accounting firm included in the Funds annual reports dated December 31, 2010 (January 31, 2011 for Real Estate Fund) are 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 800-225-5478 or by writing to the Funds at: 399 Boylston Street, Boston, Massachusetts 02116 or by visiting the Funds website at ga.natixis.com. The annual and semiannual reports are also available on-line at the SECs website at www.sec.gov.
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DESCRIPTION OF SECURITIES RATINGS
Certain of 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 Funds overall dollar-weighted average quality, unrated securities are treated as if rated, based on the advisers or subadvisers view of their comparability to rated securities. A Funds 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 Funds 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 Moodys, S&P or Fitch or, if unrated, determined by the adviser or subadviser to be of comparable quality). The percentage of a Funds assets invested in securities in a particular rating category will vary. Following is a description of Moodys, S&Ps and Fitchs ratings applicable to fixed-income securities.
Standard & Poors A brief description of the applicable rating symbols of Standard & Poors and their meanings (as published by Standard & Poors) follows:
Issue Credit Rating Definitions
A Standard & Poors issue credit rating is a forward-looking opinion about 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 opinion reflects Standard & Poors view of the obligors capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
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.
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poors analysis of the following considerations:
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Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
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Nature of and provisions of the obligation; |
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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. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
1
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors 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 obligors 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.
BB, B, CCC, CC, and C
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 obligors 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 obligors 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.
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C
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D
An obligation rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors 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. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
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.
NR
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
Short-Term Issue Credit Ratings
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 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.
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B
A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B-1
A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-2
A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-3
A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C
A short-term obligation rated C 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.
D
A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors 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.
SPUR (Standard & Poors Underlying Rating)
This is a rating of a stand-alone capacity of an issue to pay debt service on a credit-enhanced debt issue, without giving effect to the enhancement that applies to it. These ratings are published only at the request of the debt issuer/obligor with the designation SPUR to distinguish them from the credit-enhanced rating that applies to the debt issue. Standard & Poors maintains surveillance of an issue with a published SPUR.
Municipal Short-Term Note Ratings Definitions
A Standard & Poors U.S. municipal note rating reflects Standard & Poors opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poors analysis will review the following considerations:
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Amortization schedulethe larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
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Source of paymentthe more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
Note rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
Dual Ratings
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example SP-1+/A-1+).
The ratings and other credit related opinions of Standard & Poors and its affiliates are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or make any investment decisions. Standard & Poors assumes no obligation to update any information following publication. Users of ratings and credit related opinions should not rely on them in making any investment decision. Standard &Poors opinions and analyses do not address the suitability of any security. Standard & Poors Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard & Poors has obtained information from sources it believes to be reliable, Standard & Poors does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and credit related opinions may be changed, suspended, or withdrawn at any time.
Active Qualifiers (Currently applied and/or outstanding)
i
This subscript is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The i subscript indicates that the rating addresses the interest portion of the obligation only. The i subscript will always be used in conjunction with the p subscript, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of AAAp NRi indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
L
Ratings qualified with L apply only to amounts invested up to federal deposit insurance limits.
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p
This subscript is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The p subscript indicates that the rating addresses the principal portion of the obligation only. The p subscript will always be used in conjunction with the i subscript, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of AAAp NRi indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
pi
Ratings with a pi subscript are based on an analysis of an issuers published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuers management and therefore may be based on less comprehensive information than ratings without a pi subscript. Ratings with a pi subscript are reviewed annually based on a new years financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuers credit quality.
preliminary
Preliminary ratings, with the prelim qualifier, may be assigned to obligors or obligations, including financial programs, in the circumstances described below. Assignment of a final rating is conditional on the receipt by Standard & Poors of appropriate documentation. Standard & Poors reserves the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating.
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Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions. |
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Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poors policies. |
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Preliminary ratings may be assigned to obligations that will likely be issued upon the obligors emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or postbankruptcy issuer as well as attributes of the anticipated obligation(s). |
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Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poors opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities obligations. |
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Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poors would likely withdraw these preliminary ratings. |
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A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating. |
sf
The (sf) subscript is assigned to all issues and issuers to which a regulation, such as the European Union Regulation on Credit Rating Agencies, requires the assignment of an additional symbol which distinguishes a structured finance instrument or obligor (as defined in the regulation) from any other instrument or obligor. The addition of this subscript to a credit rating does not change the definition of that rating or our opinion about the issues or issuers creditworthiness.
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t
This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.
unsolicited
Unsolicited ratings are those credit ratings assigned at the initiative of Standard & Poors and not at the request of the issuer or its agents.
Inactive Qualifiers (No longer applied or outstanding)
*
This symbol indicated continuance of the ratings is contingent upon Standard & Poors receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. Discontinued use in August 1998.
c
This qualifier was used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuers bonds are deemed taxable. Discontinued use in January 2001.
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.
q
A q subscript indicates that the rating is based solely on quantitative analysis of publicly available information. Discontinued use in April 2001.
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 & Poors 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.
Local Currency and Foreign Currency Risks
Country risk considerations are a standard part of Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligors capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign governments own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.
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The ratings and other credit related opinions of Standard & Poors and its affiliates are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or make any investment decisions. Standard & Poors assumes no obligation to update any information following publication. Users of ratings and credit related opinions should not rely on them in making any investment decision. Standard &Poors opinions and analyses do not address the suitability of any security. Standard & Poors Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard & Poors has obtained information from sources it believes to be reliable, Standard & Poors does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and credit related opinions may be changed, suspended, or withdrawn at any time.
Moodys Investors Service, Inc. A brief description of the applicable Moodys Investors Service, Inc. (Moodys) rating symbols and their meanings (as published by Moodys) follows:
Long-Term Obligation Ratings
Moodys long-term ratings are opinions of the relative credit risk of financial 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 use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Moodys Long-Term Rating Definitions:
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.
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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 and are typically in default, with little prospect for recovery of principal or interest.
Note : Moodys appends numerical modifiers 1, 2, and 3 to 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.
Long-Term Issuer Ratings
Long-Term Issuer Ratings are opinions of the ability of entities to honor long-term senior unsecured financial obligations and contracts. Moodys expresses Long-Term Issuer Ratings on its long-term global scale.
Medium-Term Note Program Ratings
Moodys assigns ratings to medium-term note (MTN) programs and to the individual debt securities issued from them (referred to as drawdowns or notes). These ratings may be expressed on Moodys general long-term or short-term rating scale, depending upon the intended tenor of the notes to be issued under the program.
MTN program ratings are intended to reflect the ratings likely to be assigned to drawdowns issued from the program with the specified priority of claim (e.g. senior or subordinated). However, the rating assigned to a drawdown from a rated MTN program may differ from the program rating if the drawdown is exposed to additional credit risks besides the issuers default, such as links to the defaults of other issuers, or has other structural features that warrant a different rating. In some circumstances, no rating may be assigned to a drawdown.
Market participants must determine whether any particular note is rated, and if so, at what rating level. Moodys encourages market participants to contact Moodys Ratings Desks or visit www.moodys.com directly if they have questions regarding ratings for specific notes issued under a medium-term note program. Unrated notes issued under an MTN program may be assigned an NR (not rated) symbol.
Short-Term Obligation Ratings:
Moodys 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.
Moodys 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.
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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.
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.
Short-Term Issuer Ratings
Short-Term Issuer Ratings are opinions of the ability of entities to honor short-term senior unsecured financial obligations and contracts. Moodys expresses Short-Term Issuer Ratings on its short-term obligations ratings scale.
Fitch Investor Services, Inc. A brief description of the applicable rating symbols of Fitch Investor Services, Inc. (Fitch) and their meanings (as published by Fitch) follows:
Credit Ratings
Fitch Ratings 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 the money owed to them in accordance with the terms on which they invested. The agencys 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 terms investment grade and speculative grade have established themselves over time as shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
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.
Fitch Ratings credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instruments documentation. In limited cases, Fitch Ratings may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligations documentation). In such cases, the agency will make clear the assumptions underlying the agencys opinion in the accompanying rating commentary.
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Long-Term Credit Rating Scales
Issuer Credit Rating Scales
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entitys relative vulnerability to default on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings website.
AAA
Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases 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 default 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 default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB
Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB
Speculative. BB ratings indicate elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.
B
Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC
Substantial credit risk. Default is a real possibility.
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CC
Very high levels of credit risk. Default of some kind appears probable.
C
Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer in standstill. Conditions that are indicative of a C category rating for an issuer include:
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the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
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the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or |
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Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a coercive debt exchange. |
RD
Restricted default. RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include:
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the selective payment default on a specific class or currency of debt; |
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the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
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the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or |
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execution of a coercive debt exchange on one or more material financial obligations. |
D
Default. D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a coercive debt exchange.
Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a coercive debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice.
Note:
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 IDR category, or to Long-Term IDR categories below B.
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Limitations of the Issuer Credit Rating Scale
Specific limitations relevant to the issuer credit rating scale include:
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The ratings do not predict a specific percentage of default likelihood over any given time period. |
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The ratings do not opine on the market value of any issuers securities or stock, or the likelihood that this value may change. |
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The ratings do not opine on the liquidity of the issuers securities or stock. |
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The ratings do not opine on the possible loss severity on an obligation should an issuer default. |
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The ratings do not opine on the suitability of an issuer as a counterparty to trade credit. |
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The ratings do not opine on any quality related to an issuers business, operational or financial profile other than the agencys opinion on its relative vulnerability to default. |
Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive, and is provided for the readers convenience. Readers are requested to review the section Understanding Credit Ratings - Limitations and Usage for further information on the limitations of the agencys ratings.
Short-Term Ratings
Short-Term Ratings Assigned to Issuers or Obligations in Corporate, Public and Structured Finance
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in US public finance markets.
F1
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2
Good short-term credit quality. Good intrinsic capacity for the timely payment of financial commitments.
F3
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C
High short-term default risk. Default is a real possibility.
RD
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Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D
Default. Indicates a broad-based default event for an entity, or the default of short-term obligation.
Limitations of the Short-Term Ratings Scale
Specific limitations relevant to the Short-Term Ratings scale include:
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The ratings do not predict a specific percentage of default likelihood over any given time period. |
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The ratings do not opine on the market value of any issuers securities or stock, or the likelihood that this value may change. |
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The ratings do not opine on the liquidity of the issuers securities or stock. |
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The ratings do not opine on the possible loss severity on an obligation should an obligation default. |
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The ratings do not opine on any quality related to an issuer or transactions profile other than the agencys opinion on the relative vulnerability to default of the rated issuer or obligation. |
Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive, and is provided for the readers convenience. Readers are requested to review the section Understanding Credit Ratings - Limitations and Usage for further information on the limitations of the agencys ratings.
Standard Rating Actions
Affirmed
The rating has been reviewed and no change has been deemed necessary.
Confirmed
Action taken in response to an external request or change in terms. Rating has been reviewed in either context, and no rating change has been deemed necessary. For servicer ratings, action taken in response to change in financial condition or IDR of servicer where servicer rating is reviewed in that context exclusively, and no rating action has been deemed necessary.
Correction
Correction of rating publication error in a rating action commentary or correction of a rating data error in Fitchs ratings data base.
Downgrade
The rating has been lowered in the scale.
Paid-In-Full
This tranche has reached maturity, regardless of whether it was amortized or called early. As the issue no longer exists, it is therefore no longer rated. Indicated in rating databases with the symbol PIF.
Publish
Initial public announcement of rating on the agencys website, although not necessarily the first rating assigned. This action denotes when a previously private rating is published.
Rating Watch Maintained
The issue or issuer has been reviewed and remains on active Rating Watch status.
Rating Watch On
The issue or issuer has been placed on active Rating Watch status.
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Revision Enhancement
Some form of the credit support affecting the rating opinion has been added, removed, or substituted.
Revision Implication Watch
The Rating Watch status has changed.
Revision Outlook
The Rating Outlook status has changed.
Upgrade
The rating has been raised in the scale.
Withdrawn
The rating has been withdrawn and the issue or issuer is no longer rated by Fitch Ratings. Indicated in rating databases with the symbol WD.
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STATEMENT OF ADDITIONAL INFORMATION
May 1, 2011
NATIXIS FUNDS TRUST II
ASG DIVERSIFYING STRATEGIES FUND (Diversifying Strategies Fund)
Class A (DSFAX), Class C (DSFCX), and Class Y (DSFYX)
ASG GLOBAL ALTERNATIVES FUND (Global Alternatives Fund)
Class A (GAFAX), Class C (GAFCX), and Class Y (GAFYX)
ASG MANAGED FUTURES STRATEGY FUND (Managed Futures Strategy Fund)
Class A (AMFAX), Class C (ASFCX), and Class Y (ASFYX)
LOOMIS SAYLES ABSOLUTE STRATEGIES FUND (Absolute Strategies Fund)
Class A (LABAX), Class C (LABCX) and Class Y (LASYX)
LOOMIS SAYLES MULTI-ASSET REAL RETURN FUND (Multi-Asset Real Return Fund)
Class A (MARAX), Class C (MARCX) and Class Y (MARYX)
GATEWAY TRUST
GATEWAY FUND (Gateway Fund)
Class A (GATEX), Class C (GTECX), and Class Y (GTEYX)
This Statement of Additional Information (the Statement) contains specific information which may be useful to investors but which is not included in the Statutory Prospectuses of the funds listed above (the Funds and each a Fund). This Statement is not a prospectus and is authorized for distribution only when accompanied or preceded by each Funds Class A and C Summary or Statutory Prospectus or each Funds Class Y Summary or Statutory Prospectus, each dated May 1, 2011 (the Prospectus or Prospectuses), as from time to time revised or supplemented. This Statement should be read together with the Prospectuses. Investors may obtain the Prospectuses without charge from Natixis Distributors, L.P. (the Distributor), Prospectus Fulfillment Desk, 399 Boylston Street, Boston, Massachusetts 02116, by calling Natixis Funds at 800-225-5478 or by visiting the Funds website at ga.natixis.com.
The Gateway Fund has acquired the assets and liabilities of the Gateway Fund, a series of The Gateway Trust, an Ohio business trust (the Predecessor Trust), in a transaction that closed in February 2008 (the Reorganization). Following the Reorganization, the predecessor of the Gateway Fund (the Gateway Predecessor Fund) was the accounting survivor and therefore certain information for periods prior to the date of this Statement relates to the Gateway Predecessor Fund.
The Funds and Gateway Predecessor Funds financial statements and accompanying notes that appear in the Funds annual reports are incorporated by reference into this Statement. Each Funds annual and semiannual reports contain additional performance information and are available upon request and without charge by calling 800-225-5478 or by visiting the Funds website at ga.natixis.com.
XA33-0511
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A-1 |
2
The following is a description of restrictions on the investments to be made by the Funds. These restrictions are fundamental policies that may not be changed without the vote of a majority of the outstanding voting securities of the Funds (as defined in the Investment Company Act of 1940, as amended (the 1940 Act)). The percentages set forth below and the percentage limitations set forth in the Prospectuses 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 Funds (with the exception of Absolute Strategies Fund and Multi-Asset Real Return Fund) have elected to be classified as diversified series of an open-end investment company. Under the 1940 Act, a diversified fund may not, with respect to 75% of total assets, invest more than 5% of total assets in the securities of a single issuer or invest in more than 10% of the outstanding voting securities of such issuer.
Diversifying Strategies Fund
Diversifying Strategies Fund may not:
(1) | Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds total assets (taken at current value) would be invested in any one industry, except that the Fund will invest at least 25% of its assets in securities and other obligations of issuers in the financial services 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, the financial services industry includes banks, investment managers, brokerage firms, investment banks and other companies that provide financial services to consumers or industry. For purposes of this restriction, asset-backed securities are not considered to be bank obligations. |
(2) | Make short sales of securities or maintain a short position, except that 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) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
The Fund may :
(8) | Purchase and sell commodities to the maximum extent permitted by applicable law. |
Restrictions (2) and (7) shall be interpreted based upon no-action letters and other pronouncements of the staff of the Securities and Exchange Commission (SEC). With respect to restriction (3), the 1940 Act limits a funds ability to borrow money on a non-temporary basis if such borrowings constitute senior securities. In addition to temporary borrowing, a fund may borrow from any bank, provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by a fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, a fund shall, within three days (not including Sundays and holidays)
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thereafter or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%. The Fund may also borrow money or engage in economically similar transactions if those transactions do not constitute senior securities under the 1940 Act.
Under current pronouncements, certain positions ( e.g. , reverse repurchase agreements) are excluded from the definition of senior security so long as the Fund maintains adequate cover, segregation of assets or otherwise. Similarly, a short sale will not be considered a senior security if a fund takes certain steps contemplated by SEC staff pronouncements, such as ensuring the short sale transaction is adequately covered. In addition, it is contrary to the Funds 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 Funds net 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 issued pursuant to Rule 144A under the Securities Act of 1933 (the Securities Act) and certain commercial paper, that the Adviser or Subadviser (as defined below) has determined to be liquid under procedures approved by the Board of Trustees. The Fund will take prompt and reasonable action to reduce its illiquid securities holdings if more than 15% of the Funds net assets are invested in such securities.
Global Alternatives Fund
Global Alternatives Fund may not:
(1) | Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds total assets (taken at current value) would be invested in any one industry, except that the Fund will invest at least 25% of its assets in securities and other obligations of issuers in the financial services 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, the financial services industry includes banks, investment managers, brokerage firms, investment banks and other companies that provide financial services to consumers or industry. For purposes of this restriction, asset-backed securities are not considered to be bank obligations. |
(2) | Make short sales of securities or maintain a short position, except that 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) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
The Fund may :
(8) | Purchase and sell commodities to the maximum extent permitted by applicable law. |
4
Restrictions (2) and (7) shall be interpreted based upon no-action letters and other pronouncements of the staff of the SEC. With respect to restriction (3), the 1940 Act limits a funds ability to borrow money on a non-temporary basis if such borrowings constitute senior securities. In addition to temporary borrowing, a fund may borrow from any bank, provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by a fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, a fund shall, within three days (not including Sundays and holidays) thereafter or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%. The Fund may also borrow money or engage in economically similar transactions if those transactions do not constitute senior securities under the 1940 Act.
Under current pronouncements, certain positions ( e.g. , reverse repurchase agreements) are excluded from the definition of senior security so long as the Fund maintains adequate cover, segregation of assets or otherwise. Similarly, a short sale will not be considered a senior security if a fund takes certain steps contemplated by SEC staff pronouncements, such as ensuring the short sale transaction is adequately covered. In addition, it is contrary to the Funds 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 Funds net 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 issued pursuant to Rule 144A under the Securities Act and certain commercial paper, that the Adviser or Subadviser (as defined below) has determined to be liquid under procedures approved by the Board of Trustees. The Fund will take prompt and reasonable action to reduce its illiquid securities holdings if more than 15% of the Funds net assets are invested in such securities.
Managed Futures Strategy Fund
Managed Futures Strategy Fund may not:
(1) | Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds total assets (taken at current value) would be invested in any one industry, except that the Fund will invest at least 25% of its assets in securities and other obligations of issuers in the financial services 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, the financial services industry includes banks, investment managers, brokerage firms, investment banks and other companies that provide financial services to consumers or industry. For purposes of this restriction, asset-backed securities are not considered to be bank obligations. |
(2) | Make short sales of securities or maintain a short position, except that 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. |
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(7) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
The Fund may :
(8) | Purchase and sell commodities to the maximum extent permitted by applicable law. |
Restrictions (2) and (7) shall be interpreted based upon no-action letters and other pronouncements of the staff of the Securities and Exchange Commission (SEC). With respect to restriction (3), the 1940 Act limits a funds ability to borrow money on a non-temporary basis if such borrowings constitute senior securities. In addition to temporary borrowing, a fund may borrow from any bank, provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by a fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, a fund shall, within three days (not including Sundays and holidays) thereafter or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%. The Fund may also borrow money or engage in economically similar transactions if those transactions do not constitute senior securities under the 1940 Act.
Under current pronouncements, certain positions ( e.g. , reverse repurchase agreements) are excluded from the definition of senior security so long as the Fund maintains adequate cover, segregation of assets or otherwise. Similarly, a short sale will not be considered a senior security if the Fund takes certain steps contemplated by SEC staff pronouncements, such as ensuring the short sale transaction is adequately covered. In addition, it is contrary to the Funds 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 Funds net 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 issued pursuant to Rule 144A under the Securities Act of 1933 (the Securities Act) and certain commercial paper, that the Funds adviser or subadviser has determined to be liquid under procedures approved by the Board of Trustees. The Fund will take prompt and reasonable action to reduce its illiquid securities holdings if more than 15% of the Funds net assets are invested in such securities.
Absolute Strategies Fund
Absolute Strategies Fund may not:
(1) | Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds 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, finance companies whose financing activities are related primarily to the activities of their parent companies are classified in the industry of their parents, finance companies whose financing activities are not related primarily to the activities of their parent companies are classified in the industry the Adviser (as defined below) believes is most applicable to such finance companies and each foreign countrys government (together with all subdivisions thereof) will be considered to be a separate industry. For purposes of this restriction asset-backed securities are not considered to be bank obligations. |
(2) | Make short sales of securities or maintain a short position, except that 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 objective and policies, provided however, this restriction does not apply to repurchase agreements or loans of portfolio securities. |
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(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 that deal in real estate, securities that are secured by interests in real estate, and securities that 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) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
The Fund may :
(8) | Purchase and sell commodities to the maximum extent permitted by applicable law. |
Multi-Asset Real Return Fund
Multi-Asset Real Return Fund may not:
(1) | Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds 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, asset-backed securities are not considered to be bank obligations. For purposes of this restriction, the Fund takes the position that asset-backed securities do not represent investments in any industry or group of industries. For purposes of this restriction, different commodities are considered to be separate industries ( e.g. , oil futures would be in the oil industry, and an exchange traded fund that invests in gold bullion would be in the gold industry), and investments in companies whose returns are related to the returns of one or more commodities ( e.g. , mining companies) are considered to be in different industries from the underlying commodities ( e.g. , mining companies are not considered to be in the oil, gas or gold industries). Therefore, for purposes of determining whether the Fund has invested 25% or more of its assets in any one industry, commodity investments would not be aggregated with investments in companies whose returns are related to the returns of one or more commodities ( i.e. , an oil company would not be aggregated with oil futures). |
(2) | Make short sales of securities or maintain a short position, except that 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 objective 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 that deal in real estate, securities that are secured by interests in real estate, and securities that 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) | Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act. |
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The Fund may :
(8) | Purchase and sell commodities to the maximum extent permitted by applicable law. |
Absolute Strategies Fund and Multi-Asset Real Return Fund
Restrictions (2) and (7) shall be interpreted based upon no-action letters and other pronouncements of the staff of the Securities and Exchange Commission (SEC). With respect to restriction (3), the 1940 Act limits a funds ability to borrow money on a non-temporary basis if such borrowings constitute senior securities. In addition to temporary borrowing, a fund may borrow from any bank, provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by a fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, a fund shall, within three days (not including Sundays and holidays) thereafter or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%. The Funds may also borrow money or engage in economically similar transactions if those transactions do not constitute senior securities under the 1940 Act.
Under current pronouncements, certain positions ( e.g. , reverse repurchase agreements) are excluded from the definition of senior security so long as a Fund maintains adequate cover, segregation of assets or otherwise. Similarly, a short sale will not be considered a senior security if a Fund takes certain steps contemplated by SEC staff pronouncements, such as ensuring the short sale transaction is adequately covered. In addition, it is contrary to each Funds present policy, which may be changed without shareholder vote, to purchase any illiquid security, including any securities the disposition of which is restricted under federal securities laws and securities that are not readily marketable, if, as a result, more than 15% of such Funds net 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, each 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 issued pursuant to Rule 144A under the Securities Act of 1933 (the Securities Act) and certain commercial paper, that the Adviser has determined to be liquid under procedures approved by the Board of Trustees. A Fund will take prompt and reasonable action to reduce its illiquid securities holdings if more than 15% of such Funds net assets are invested in such securities.
Gateway Fund
Gateway Fund may not:
(1) | Purchase any security (other than U.S. government securities) if, as a result, 25% or more of the Funds 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. |
(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. |
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(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. |
Restrictions (2) and (8) shall be interpreted based upon no-action letters and other pronouncements of the staff of the SEC. With respect to restriction (3), the 1940 Act limits a funds ability to borrow money on a non-temporary basis if such borrowings constitute senior securities. In addition to temporary borrowing, a fund may borrow from any bank, provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by a fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, a fund shall, within three days (not including Sundays and holidays) thereafter or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%. The Fund may also borrow money or engage in economically similar transactions if those transactions do not constitute senior securities under the 1940 Act.
Under current pronouncements, certain Fund positions ( e.g. , reverse repurchase agreements) are excluded from the definition of senior security so long as the Fund maintains adequate cover, segregation of assets or otherwise. Similarly, a short sale will not be considered a senior security if the Fund takes certain steps contemplated by SEC staff pronouncements, such as ensuring the short sale transaction is adequately covered. In addition, it is contrary to the Funds 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 Funds net 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 and certain commercial paper, that the Adviser has determined to be liquid under procedures approved by the Board of Trustees. The Fund will take prompt and reasonable action to reduce its illiquid securities holdings if more than 15% of the Funds net assets are invested in such securities.
ADVISORY FEES
Pursuant to separate investment advisory agreements, AlphaSimplex Group, LLC (AlphaSimplex) has agreed to manage the investment and reinvestment of the assets of Diversifying Strategies Fund, Global Alternatives Fund and Managed Futures Strategy Fund (each a Fund and together the ASG Funds), subject to the supervision of the Board of Trustees of Natixis Funds Trust II. For the services described in the advisory agreement, the ASG Funds have agreed to pay AlphaSimplex an advisory fee at the annual rates set forth in the following table based on the average daily net assets of the applicable Fund (less the average daily net assets of each Funds wholly-owned subsidiary) reduced by the amount of any subadvisory fees payable directly by the ASG Funds to Reich & Tang Asset Management, LLC (Reich & Tang or the Subadviser) pursuant to the subadvisory agreements:
Fund |
Advisory fee payable by Fund to AlphaSimplex*
(as a % of average daily net assets of the Fund) |
|||
Diversifying Strategies Fund |
1.25 | % | ||
Global Alternatives Fund |
1.15 | % | ||
Managed Futures Strategy Fund |
1.25 | % |
* | Less the average daily net assets of each Funds wholly-owned subsidiary. |
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In addition, pursuant to separate advisory agreements, each ASG Funds wholly-owned subsidiary has agreed to pay AlphaSimplex an advisory fee at the annual rate of 1.25%, 1.15% and 1.25% for Diversifying Strategies Fund, Global Alternatives Fund and Managed Futures Strategy Fund, respectively, of the subsidiarys average daily net assets.
Pursuant to an investment advisory agreement, Loomis, Sayles & Company, L.P. (Loomis Sayles) has agreed to manage the investment and reinvestment of the assets of Absolute Strategies Fund and Multi-Asset Real Return Fund (each a Fund and together the Loomis Sayles Funds), subject to the supervision of the Board of Trustees of Natixis Funds Trust II. For the services described in the advisory agreements, each Fund has agreed to pay Loomis Sayles an advisory fee at the annual rate set forth in the following table:
Fund |
Advisory fee payable by Fund to Loomis Sayles
(as a % of average daily net assets of the Fund) |
|||
Absolute Strategies Fund |
0.70 | % | ||
Multi-Asset Real Return Fund |
0.75 | %* |
*Average | daily net assets exclude the average daily net assets of the Funds wholly-owned subsidiary, if applicable. |
In addition, pursuant to a separate advisory agreement, the Multi-Asset Real Return Funds wholly-owned subsidiary has agreed to pay Loomis Sayles an advisory fee at the annual rate of 0.75% of the subsidiarys average daily net assets.
Pursuant to an advisory agreement, Gateway Investment Advisers, LLC (Gateway) has agreed to manage the investment and reinvestment of the assets of Gateway Fund, subject to the supervision of the Board of Trustees of Gateway Trust. For the services described in the advisory agreement, the Fund has agreed to pay Gateway an advisory fee at the annual rate set forth in the following table:
Fund |
Advisory fee payable by Fund to
Gateway
(as a % of average daily net assets of the Fund) |
|||||
Gateway Fund |
|
0.65
0.60 |
%
% |
of the first $5 billion of amounts in excess of $5 billion |
AlphaSimplex, Loomis Sayles and Gateway (each an Adviser) have each given a binding contractual undertaking to the applicable Fund to reduce the advisory fee and, if necessary, to bear certain expenses related to operating the Funds (including expenses related to a wholly-owned subsidiary organized under the laws of a non-U.S. jurisdiction, if applicable) in order to limit the Funds expenses, exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes and organizational extraordinary expenses, such as litigation and indemnification expenses, to the annual rates indicated below. The undertakings are binding on the Advisers until April 30, 2012 and may be terminated before then only with the consent of the Board of Trustees. The undertakings will be reevaluated on an annual basis thereafter, subject to the obligation of the Funds to repay such management fees waived/reimbursed and/or expenses reimbursed in later periods to the extent that the classs expenses fall below the expense limit; provided, however, that the Funds are not obligated to repay such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed.
Fund |
Expense Limit | Date of Undertaking | ||||
Diversifying Strategies Fund |
April 30, 2011 | |||||
Class A |
1.70% | |||||
Class C |
2.45% | |||||
Class Y |
1.45% | |||||
Global Alternatives Fund |
April 30, 2011 | |||||
Class A |
1.60% | |||||
Class C |
2.35% | |||||
Class Y |
1.35% |
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Managed Futures Strategy Fund |
July 30, 2010 | |||||
Class A |
1.70% | |||||
Class C |
2.45% | |||||
Class Y |
1.45% | |||||
Absolute Strategies Fund |
December 15, 2010 | |||||
Class A |
1.30% | |||||
Class C |
2.05% | |||||
Class Y |
1.05% | |||||
Multi-Asset Real Return Fund |
September 30, 2010 | |||||
Class A |
1.35% | |||||
Class C |
2.10% | |||||
Class Y |
1.10% | |||||
Gateway Fund |
April 30, 2011 | |||||
Class A |
0.94% | |||||
Class C |
1.70% | |||||
Class Y |
0.70% |
SUBADVISORY FEES
The investment advisory agreements between AlphaSimplex and the ASG Funds provide that AlphaSimplex may delegate its responsibilities thereunder to other parties. Pursuant to separate subadvisory agreements, AlphaSimplex has delegated some of its portfolio management responsibilities to the Subadviser, which manages the portion of the ASG Funds assets that are invested in money market and other short-term, high quality securities (the Money Market Portion). For the services described in the subadvisory agreement, the ASG Funds have each agreed to pay the Subadviser a subadvisory fee at the annual rate of 0.05% of the average daily net assets of the ASG Funds that are allocated by the Adviser to be managed by the Subadviser, subject to a minimum annual subadvisory fee of $50,000 (other than assets of the ASG Funds that are held in the ASG Funds wholly-owned subsidiary and managed by the Subadviser). In addition, pursuant to separate subadvisory agreements, each ASG Funds wholly-owned subsidiary has agreed to pay the Subadviser a subadvisory fee at the annual rate of 0.05% of the subsidiarys average daily net assets that are allocated by AlphaSimplex to be managed by the Subadviser.
The following table shows the total advisory fees (including subadvisory fees) paid by
DIVERSIFYING STRATEGIES FUND 1
Period
8/3/09 12/31/09 |
Fiscal Year
Ended 12/31/10 |
|||||||
Total Advisory Fee |
$ | 78,931 | * | $ | 1,113,642 | * | ||
AlphaSimplex |
||||||||
Fees Earned |
$ | 58,098 | * | $ | 1,063,642 | * | ||
Fees Reduced** |
$ | 58,098 | $ | 368,445 | ||||
Total Paid |
$ | 0 | $ | 695,197 | ||||
Reich & Tang |
||||||||
Fees Earned |
$ | 20,833 | $ | 50,000 | ||||
Fees Reduced |
$ | 0 | $ | 0 | ||||
Total Paid |
$ | 20,833 | $ | 50,000 |
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GLOBAL ALTERNATIVES FUND 2
Period
9/30/08 12/31/08 |
Fiscal Year
Ended 12/31/09 |
Fiscal Year
Ended 12/31/10 |
||||||||||
Total Advisory Fee |
$ | 70,377 | $ | 759,800 | * | $ | 4,595,557 | * | ||||
AlphaSimplex |
||||||||||||
Fees Earned |
$ | 57,877 | $ | 709,800 | * | $ | 4,412,922 | * | ||||
Fees Reduced*** |
$ | 57,877 | $ | 336,283 | $ | 252,354 | ||||||
Total Paid |
$ | 0 | $ | 373,517 | $ | 4,160,568 | ||||||
Reich & Tang |
||||||||||||
Fees Earned |
$ | 12,500 | $ | 50,000 | $ | 182,635 | ||||||
Fees Reduced |
$ | 0 | $ | 0 | $ | 0 | ||||||
Total Paid |
$ | 12,500 | $ | 50,000 | $ | 182,635 |
MANAGED FUTURES STRATEGY FUND 3
Period
7/30/10 12/31/10 |
||||||||
Total Advisory Fee |
$ | 212,469 | ||||||
AlphaSimplex |
||||||||
Fees Earned |
$ | 191,501 | ||||||
Fees Reduced**** |
$ | 191,501 | ||||||
Total Paid |
$ | 0 | ||||||
Reich & Tang |
||||||||
Fees Earned |
$ | 20,968 | ||||||
Fees Reduced |
$ | 0 | ||||||
Total Paid |
$ | 20,968 |
ABSOLUTE STRATEGIES FUND 4
Period
12/15/10 12/31/10 |
||||||||
Total Advisory Fee |
$ | 8,046 | ||||||
Fee Reduction |
$ | 8,046 | ||||||
Total Paid |
$ | 0 |
MULTI-ASSET REAL RETURN FUND 5
Period
9/30/10 12/31/10 |
||||||||
Total Advisory Fee |
$ | 49,499 | ||||||
Fee Reduction |
$ | 49,499 | ||||||
Total Paid |
$ | 0 |
GATEWAY FUND 6
Fiscal Year
Ended 12/31/08 |
Fiscal Year
Ended 12/31/09 |
Fiscal Year
Ended 12/31/10 |
||||||||||
Total Advisory Fee |
$ | 26,590,173 | $ | 29,931,473 | $ | 30,927,229 | ||||||
Fee Reduction |
$ | 241,468 | $ | 640,321 | $ | 2,829,422 | ||||||
Total Paid |
$ | 26,348,705 | $ | 29,291,152 | $ | 28,097,807 |
1 |
The Diversifying Strategies Fund commenced operations on August 3, 2009. |
2 |
The Global Alternatives Fund commenced operations on September 30, 2008. |
12
3 |
The Managed Futures Strategy Fund commenced operations on July 30, 2010. |
4 |
The Absolute Strategies Fund commenced operations on December 15, 2010. |
5 |
The Multi-Asset Real Return Fund commenced operations on September 30, 2010. |
6 |
The Gateway Funds Reorganization closed on February 15, 2008. Advisory fees shown for the fiscal year ended December 31, 2008 are for the period from February 16, 2008 to December 31, 2008. The Advisory fees paid by the Gateway Predecessor Fund to its adviser for providing services to the Gateway Predecessor Fund were $3,159,339 for the period from January 1, 2008 through February 15, 2008. |
* |
Includes management fees of the Commodity Subsidiary. |
** |
In addition to reducing its advisory fee, AlphaSimplex reimbursed the Fund for subadvisory fees paid to Reich & Tang of $20,833 for the period August 3, 2009 to December 31, 2009. |
*** |
In addition to reducing its advisory fee, AlphaSimplex reimbursed the Fund for subadvisory fees paid to Reich & Tang of $12,500 for the period September 30, 2008 to December 31, 2008. |
**** |
In addition to reducing its advisory fee, AlphaSimplex reimbursed the Fund for subadvisory fees paid to Reich & Tang of $10,217 for the period July 30, 2010 to December 31, 2010. |
The table below shows the expenses of the Funds that were reimbursed for the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010.
Fund |
Fiscal Year
Ended
12/31/08 |
Fiscal Year
Ended
12/31/09 |
Fiscal Year
Ended
12/31/10 |
|||||||||
Diversifying Strategies Fund 1 |
N/A | $ | 149,476 | $ | 6,638 | * | ||||||
Global Alternatives Fund 2 |
$ | 118,257 | $ | 9,799 | $ | 0 | ||||||
Managed Futures Strategy Fund 3 |
N/A | N/A | $ | 0 | ||||||||
Absolute Strategies Fund 4 |
N/A | N/A | $ | 42,030 | ||||||||
Multi-Asset Real Return Fund 5 |
N/A | N/A | $ | 74,398 | ||||||||
Gateway Fund 6 |
$ | 2,077,684 | $ | 2,393,331 | $ | 260,334 |
1 |
The Diversifying Strategies Fund commenced operations on August 3, 2009. Expenses reimbursed shown for the fiscal year ended December 31, 2009 are for the period from August 3, 2009 to December 31, 2009. |
2 |
The Global Alternatives Fund commenced operations on September 30, 2008. Expenses reimbursed shown for the fiscal year ended December 31, 2008 are for the period from September 30, 2008 to December 31, 2008. |
3 |
The Managed Futures Strategy Fund commenced operations on July 30, 2010. Expenses reimbursed shown for the fiscal year ended December 31, 2010 are for the period from July 30, 2010 to December 31, 2010. |
4 |
The Absolute Strategies Fund commenced operations on December 15, 2010. Expenses reimbursed shown for the fiscal year ended December 31, 2010 are for the period from December 15, 2010 to December 31, 2010. |
5 |
The Multi-Asset Real Return Fund commenced operations on September 30, 2010. Expenses reimbursed shown for the fiscal year ended December 31, 2010 are for the period from September 30, 2010 to December 31, 2010. |
6 |
The Gateway Funds Reorganization closed on February 15, 2008. Expenses reimbursed shown for the fiscal year ended December 31, 2008 are for the period from February 16, 2008 to December 31, 2008. |
* |
Reimbursement by State Street Bank and Trust Company for federal excise taxes. |
BROKERAGE COMMISSIONS
Set forth below are the amounts the Funds paid in brokerage commissions during the last three fiscal years.
Period
8/3/09 12/31/09 |
Fiscal Year Ended
12/31/10 |
|||||||
Diversifying Strategies Fund |
||||||||
Brokerage Transactions |
||||||||
Allocated to Brokers Providing Research Services |
$ | 0 | $ | 0 | ||||
Brokerage Commissions |
||||||||
Total Brokerage Commissions Paid |
$ | 22,311 | $ | 367,111 | ||||
Commissions Paid to Brokers Providing Research Services |
$ | 0 | $ | 0 |
13
Period
9/30/08 12/31/08 |
Fiscal Year
Ended
12/31/09 |
Fiscal Year
Ended
12/31/10 |
||||||||||
Global Alternatives Fund |
||||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 0 | $ | 0 | $ | 0 | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 1,089 | $ | 27,160 | $ | 137,087 | ||||||
Commissions Paid to Brokers Providing Research Services |
$ | 0 | $ | 0 | $ | 0 |
Period
7/30/10 12/31/10 |
||||||||||||
Managed Futures Strategy Fund |
||||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 0 | ||||||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 37,729 | ||||||||||
Commissions Paid to Brokers Providing Research Services |
$ | 0 |
Period
12/15/10 12/31/10 |
||||||||||||
Absolute Strategies Fund |
||||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 0 | ||||||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 533 | ||||||||||
Commissions Paid to Brokers Providing Research Services |
$ | 0 |
Period
9/30/10 12/31/10 |
||||||||||||
Multi-Asset Real Return Fund |
||||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 0 | ||||||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 32,524 | ||||||||||
Commissions Paid to Brokers Providing Research Services |
$ | 17,175 |
Fiscal Year
Ended
12/31/08* |
Fiscal Year
Ended
12/31/09 |
Fiscal Year
Ended
12/31/10 |
||||||||||
Gateway Fund |
||||||||||||
Brokerage Transactions |
||||||||||||
Allocated to Brokers Providing Research Services |
$ | 2,478,458,857 | $ | 1,212,478,954 | $ | 1,217,599,079 | ||||||
Brokerage Commissions |
||||||||||||
Total Brokerage Commissions Paid |
$ | 7,115,972 | $ | 4,433,031 | $ | 3,434,004 | ||||||
Commissions Paid to Brokers Providing Research Services |
$ | 2,226,905 | $ | 1,054,022 | $ | 1,133,253 |
* | Information shown for periods prior to February 16, 2008 are brokerage commissions paid by the Gateway Predecessor Fund. |
For a description of how transactions in portfolio securities are effected and how each Adviser selects brokers, see the section Portfolio Transactions and Brokerage.
14
Regular Broker-Dealers
The table below contains the aggregate value of securities of each Funds regular broker-dealers (or the parent of the regular broker-dealers) held by each Fund, if any, as of the fiscal year ended December 31, 2010.
Fund |
Regular Broker-Dealer |
Aggregate Value of Securities of Each Regular Broker or Dealer (or its Parent) Held by Fund |
||
Diversifying Strategies Fund |
Citigroup Global Markets, Inc. | $6,000,000 | ||
Mizuho Corporate Bank LTD. | $8,000,000 | |||
Global Alternatives Fund |
Citigroup Global Markets, Inc. | $23,300,000 | ||
Mizuho Corporate Bank LTD. | $20,000,000 | |||
Managed Futures Strategy Fund* |
Citigroup Global Markets, Inc. | $2,000,000 | ||
Mizuho Corporate Bank LTD. | $2,000,000 | |||
Absolute Strategies Fund** |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | $129,729 | ||
Multi-Asset Real Return Fund*** |
JPMorgan Chase Securities | $139,986 | ||
Merrill Lynch, Pierce, Fenner & Smith, Inc. | $518,914 | |||
Gateway Fund |
Citigroup Global Markets, Inc. | $39,509,785 | ||
JPMorgan Chase Securities | $107,450,539 | |||
Morgan Stanley & Co., Inc. | $27,631,347 |
* |
The Managed Futures Strategy Fund commenced operations on July 30, 2010. |
* * |
The Absolute Strategies Fund commenced operations on December 15, 2010. |
* ** |
The Multi-Asset Real Return Fund commenced operations on September 30, 2010. |
SALES CHARGES AND DISTRIBUTION AND SERVICE (12b-1) FEES
As explained in this Statement, the Class A and Class C shares (as applicable) of each Fund pay the Distributor fees under plans adopted pursuant to Rule 12b-1 under the 1940 Act (the Plans). The following table shows the amounts of Rule 12b-1 fees paid by the Funds under the Plans during the last three fiscal years. All amounts paid under the Plans during the fiscal year ended December 31, 2010 were paid as compensation to the Distributor. Compensation payable under the Plans may be paid regardless of the Distributors expenses. The anticipated benefits to the Funds of the Plan include the ability to attract and maintain assets.
15
Fiscal Year
Ended 12/31/08 |
Fiscal Year
Ended 12/31/09 |
Fiscal Year
Ended 12/31/10 |
||||||||||
Diversifying Strategies Fund 1 |
||||||||||||
(Class A) |
N/A | $ | 833 | $ | 42,574 | |||||||
(Class C) |
N/A | $ | 112 | $ | 37,556 | |||||||
Global Alternatives Fund 2 |
||||||||||||
(Class A) |
$ | 1 | $ | 46,472 | $ | 357,337 | ||||||
(Class C) |
$ | 3 | $ | 39,684 | $ | 479,234 | ||||||
Managed Futures Strategy Fund 3 |
||||||||||||
(Class A) |
N/A | N/A | $ | 3,046 | ||||||||
(Class C) |
N/A | N/A | $ | 3,229 | ||||||||
Absolute Strategies Fund 4 |
||||||||||||
(Class A) |
N/A | N/A | $ | 71 | ||||||||
(Class C) |
N/A | N/A | $ | 35 | ||||||||
Multi-Asset Real Return Fund 5 |
||||||||||||
(Class A) |
N/A | N/A | $ | 226 | ||||||||
(Class C) |
N/A | N/A | $ | 5 | ||||||||
Gateway Fund 6 |
||||||||||||
(Class A) |
$ | 7,921,295 | $ | 7,164,681 | $ | 6,508,355 | ||||||
(Class C) |
$ | 764,522 | $ | 2,103,164 | $ | 2,613,281 |
1 |
The Diversifying Strategies Fund commenced operations on August 3, 2009. Rule 12b-1 fees shown for the fiscal year ended December 31, 2009 are for the period from August 3, 2009 to December 31, 2009. |
2 |
The Global Alternatives Fund commenced operations on September 30, 2008. Rule 12b-1 fees shown for the fiscal year ended December 31, 2008 are for the period from September 30, 2008 to December 31, 2008. |
3 |
The Managed Futures Strategy Fund commenced operations on July 30, 2010. Rule 12b-1 fees shown for the fiscal year ended December 31, 2010 are for the period from July 30, 2010 to December 31, 2010. |
4 |
The Absolute Strategies Fund commenced operations on December 15, 2010. Rule 12b-1 fees shown for the fiscal year ended December 31, 2010 are for the period from December 15, 2010 to December 31, 2010. |
5 |
The Multi-Asset Real Return Fund commenced operations on September 30, 2010. Rule 12b-1 fees shown for the fiscal year ended December 31, 2010 are for the period from September 30, 2010 to December 31, 2010. |
6 |
The Gateway Funds Reorganization closed on February 16, 2008. For the period from January 1, 2008 through February 15, 2008 the Gateway Predecessor Fund paid $1,711,400 in Rule 12b-1 fees. Rule 12b-1 fees shown for the fiscal year ended December 31, 2008 are for the period from February 16, 2008 to December 31, 2008. |
For the fiscal period ended December 31, 2010, the Distributor used the Rule 12b-1 fees paid by the Funds under the Plans as follows:
Fund |
Compensation to Broker- Dealers | |||
Diversifying Strategies Fund |
$ | 80,130 | ||
Global Alternatives Fund |
$ | 836,571 | ||
Managed Futures Strategy Fund 1 |
$ | 6,275 | ||
Absolute Strategies Fund 2 |
$ | 106 | ||
Multi-Asset Real Return Fund 3 |
$ | 231 | ||
Gateway Fund |
$ | 9,121,636 |
1 |
The Managed Futures Strategy Fund commenced operations on July 30, 2010. |
2 |
The Absolute Strategies Fund commenced operations on December 15, 2010. |
3 |
The Multi-Asset Real Return Fund commenced operations on September 30, 2010. |
As of April 1, 2011, to the Trusts knowledge, the following persons owned of record or beneficially 5% or more of the outstanding shares of the indicated classes of the Funds set forth.*
16
17
MORGAN STANLEY SMITH BARNEY JERSEY CITY NJ 07311 |
9.66 | % | ||||
Class Y |
MERRILL LYNCH PIERCE FENNER & SMITH INC JACKSONVILLE FL 32246-6484 |
27.21 | % | |||
CITIGROUP GLOBAL MARKETS, INC. OWINGS MILLS MD 21117-3256 |
23.34 | % | ||||
LPL FINANCIAL SAN DIEGO CA 92121-1968 |
5.51 | % | ||||
TD AMERITRADE INC OMAHA NE 68103-2226 |
5.33 | % | ||||
Managed Futures Strategy Fund 1 |
||||||
Class A |
GENWORTH FINANCIAL TRUST CO PHOENIX AZ 85012-2468 |
87.74 | % | |||
Class C |
MERRILL LYNCH PIERCE FENNER & SMITH INC JACKSONVILLE FL 32246-6484 |
60.58 | % | |||
UBS WM USA JERSEY CITY NJ 07310-2055 |
5.38 | % | ||||
Class Y |
MERRILL LYNCH PIERCE FENNER & SMITH INC JACKSONVILLE FL 32246-6484 |
46.12 | % | |||
LPL FINANCIAL SAN DIEGO CA 92121-1968 |
15.87 | % | ||||
TD AMERITRADE INC OMAHA NE 68103-2226 |
5.07 | % | ||||
Absolute Strategies Fund |
||||||
Class A |
UBS WM USA JERSEY CITY NJ 07310-2055 |
27.16 | % | |||
MORGAN STANLEY SMITH BARNEY JERSEY CITY NJ 07311 |
25.11 | % | ||||
CITIGROUP GLOBAL MARKETS, INC. OWINGS MILLS MD 21117-3256 |
20.14 | % | ||||
CHARLES SCHWAB & CO INC SAN FRANCISCO CA 94104-4151 |
6.07 | % | ||||
Class C |
MERRILL LYNCH PIERCE FENNER & SMITH INC JACKSONVILLE FL 32246-6484 |
27.66 | % |
18
CITIGROUP GLOBAL MARKETS, INC. OWINGS MILLS MD 21117-3256 |
18.77% | |||||
UBS WM USA JERSEY CITY NJ 07310-2055 |
14.91% | |||||
MORGAN STANLEY SMITH BARNEY JERSEY CITY NJ 07311 |
8.49% | |||||
Class Y |
CHARLES SCHWAB & CO INC SAN FRANCISCO CA 94104-4151 |
35.62% | ||||
MERRILL LYNCH PIERCE FENNER & SMITH INC JACKSONVILLE FL 32246-6484 |
25.71% | |||||
LPL FINANCIAL SAN DIEGO CA 92121-1968 |
13.94% | |||||
Multi-Asset Real Return Fund 2,3 |
||||||
Class A |
CHARLES SCHWAB & CO INC SAN FRANCISCO CA 94104-4151 |
28.40% | ||||
Class C |
LPL FINANCIAL SAN DIEGO CA 92121-1968 |
32.31% | ||||
RBC CAPITAL MARKETS LLC MINNEAPOLIS MN 55402-1110 |
14.98% | |||||
PERSHING LLC JERSEY CITY NJ 07303-2052 |
13.65% | |||||
PERSHING LLC JERSEY CITY NJ 07303-2052 |
9.52% | |||||
PERSHING LLC JERSEY CITY NJ 07303-2052 |
8.32% | |||||
NFS LLC BARTLETT IL 60103-1857 |
8.30% | |||||
NFS LLC CHICAGO IL 60645-5710 |
7.57% | |||||
Class Y |
LOOMIS SAYLES & CO LP BOSTON MA 02111-2647 |
42.41% | ||||
NATIXIS GLOBAL ASSET MANAGEMENT L.P. BOSTON MA 02116-3368 |
42.41% | |||||
CHARLES SCHWAB & CO INC SAN FRANCISCO CA 94104-4151 |
7.36% |
19
Gateway Fund |
||||
Class A |
UBS WM USA JERSEY CITY NJ 07310-2055 |
23.20% | ||
CHARLES SCHWAB & CO INC SAN FRANCISCO CA 94104-4151 |
13.60% | |||
CITIGROUP GLOBAL MARKETS, INC. NEW YORK NY 10001-2402 |
5.55% | |||
Class C |
MERRILL LYNCH PIERCE FENNER & SMITH INC JACKSONVILLE FL 32246-6484 |
31.68% | ||
UBS WM USA JERSEY CITY NJ 07310-2055 |
14.52% | |||
CITIGROUP GLOBAL MARKETS, INC. NEW YORK NY 10001-2402 |
11.31% | |||
MORGAN STANLEY SMITH BARNEY JERSEY CITY NJ 07311 |
9.68% | |||
Class Y |
CHARLES SCHWAB & CO INC SAN FRANCISCO CA 94104-4151 |
25.96% | ||
MERRILL LYNCH PIERCE FENNER & SMITH INC JACKSONVILLE FL 32246-6484 |
6.11% | |||
LPL FINANCIAL SAN DIEGO CA 92121-1968 |
5.20% |
* | 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 Funds, it may be deemed to control the Funds 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 Funds shares without the approval of the controlling shareholder. |
1 |
As of April 1, 2011, Genworth Financial Trust Company, Phoenix, AZ 85012-2468, owned 70.98% of Managed Futures Strategy Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Genworth Financial Trust Company. |
2 |
As of April 1, 2011, Loomis Sayles & Co LP, Boston, MA 02111-2647, owned 38.72% of Multi-Asset Real Return Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Loomis Sayles & Co LP. |
3 |
As of April 1, 2011, Natixis Global Asset Management, L.P., Boston, MA 02116-3368, owned 38.72% of Multi-Asset Real Return Fund and therefore may be presumed to control the Fund, as that term is defined in the 1940 Act. However, such ownership may be beneficially held by individuals or entities other than Natixis Global Asset Management , L.P. |
Natixis Funds Trust II and Gateway Trust (each, a Trust and together, the Trusts) are each registered with the SEC as an open-end management investment company. Natixis Funds Trust II is organized as a Massachusetts business trust under the laws of Massachusetts pursuant to a Declaration of Trust (a Declaration of Trust) dated May 6, 1931, as last amended and restated on June 2, 2005, and consisted of a single Fund (now the Harris Associates Large Cap Value Fund) until January 1989, when the Trust was reorganized as a series company as described in Section 18(f)(2) of the 1940 Act. Each series (with the exception of the Absolute Strategies Fund and
20
Multi-Asset Real Return Fund) of the Trust is diversified. The name of the Trust has changed several times since its organization as noted below:
Name of Trust | Date | |
Investment Trust of Boston | May 1931 to November 1988 | |
Investment Trust of Boston Funds | December 1988 to April 1992 | |
TNE Funds Trust | April 1992 to March 1994 | |
New England Funds Trust II | April 1994 to January 2000 | |
Nvest Funds Trust II | January 2000 to April 2001 | |
CDC Nvest Funds Trust II | May 2001 to April 2005 | |
IXIS Advisor Funds Trust II | April 2005 to August 2007 | |
Natixis Funds Trust II | August 2007 to present |
The Gateway Trust is organized as a Massachusetts business trust under the laws of Massachusetts by an Agreement and Declaration of Trust (a Declaration of Trust) dated May 29, 2007, and is a series company as described in Section 18(f)(2) of the 1940 Act. The Gateway Fund, which is the sole series of the Trust, is diversified.
After the closing of the Reorganization, the Gateway Fund became the successor to the Gateway Predecessor Fund, which has had the prior names indicated below. The name of the Predecessor Trust changed several times since its organization, as noted below:
The Predecessor Trust had one portfolio. Gateway Option Income Fund, Inc., the predecessor to the Trust, was organized in 1977 as a Maryland corporation. It was reorganized to become The Gateway Trust, an Ohio business trust, effective as of May 2, 1986, with the Gateway Option Income Fund as its sole initial fund. As a result of the transaction, shareholders of the corporation on May 2, 1986, became shareholders of the Option Income Fund. The Option Income Fund was later renamed the Gateway Fund. As of February 19, 2008, shareholders of the Gateway Predecessor Fund became shareholders of the Gateway Fund.
INVESTME NT STRATEGIES AND RISKS
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 the Adviser or Subadviser in managing a Fund. Because of the ASG Funds and Loomis Sayles Funds extensive use of derivative instruments, the ASG Funds and Loomis Sayles Funds are subject to many of the risks below indirectly through their derivative transactions rather than directly through investment in the actual securities themselves. For example, to the extent an ASG Fund enters into a futures contract on an equity index, the ASG Fund is subject to equity securities risk, and to the extent a Loomis Sayles Fund enters into an interest rate swap contract, the Loomis Sayles Fund is subject to interest rate risk.
Each Funds principal strategies are described in the Prospectuses. This Statement describes some of the non-principal strategies the Funds may use, in addition to providing additional information, including related risks, about its principal strategies.
The list of securities or other instruments under each category below is not intended to be an exclusive list of securities for investment and unless a strategy, practice or security is specifically prohibited by the investment restrictions listed in the Prospectuses, in the section Investment Restrictions in this Statement or under applicable law, the Funds may engage in strategies and invest in securities and instruments in addition to those listed below.
21
The Adviser 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. The Advisers may invest in any security that falls under the specific category, including securities that are not listed below. The Subadviser will invest the ASG Funds Money Market Portion only in money market and similar short-term instruments. The Prospectuses and/or this Statement will be updated if the Funds begin to engage in investment practices that are not described in the Prospectuses and/or this Statement.
Adjustable Rate Mortgage Security (ARM)
The Loomis Sayles Funds may invest in ARMs. 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 issuers creditworthiness. Since the interest rates are reset only periodically, changes in the interest rate on ARMs may lag behind changes in prevailing market interest rates. In addition, 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. In addition, a Fund will not benefit from increases in interest rates to the extent that interest rates rise to the point where they cause the current coupon of the underlying ARM to exceed a cap rate for a particular mortgage. See Mortgage-Related Securities for more information on the risks involved in ARMs.
Asset-Backed Securities
The Funds may invest in asset-backed securities, which are securities that represent a participation in, or are secured by and payable from, a stream of payments generated by particular assets, most often a pool or pools of similar assets (e.g., trade receivables). The credit quality of these securities depends primarily upon the quality of the underlying assets and the level of credit support and/or enhancement provided. 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 (CMO) 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 Funds 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. In addition, the value of some mortgage-backed or asset-backed securities in which a Fund invests may be particularly sensitive to changes in prevailing interest rates, and the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Adviser to forecast interest rates and other economic factors correctly. The market for mortgage-backed and asset-backed securities has recently experienced high volatility and a lack of liquidity. As a result, the value of many of these securities has significantly declined. There can be no assurance that these markets will become more liquid or less volatile, and it is possible that the value of these securities could decline further.
The Funds may also gain exposure to asset-backed securities through entering into credit default swaps or other derivative instruments related to this asset class. For example, a Fund may enter into credit default swaps on ABX, which are indexes made up of tranches of asset-backed securities, each with different credit ratings. Utilizing ABX, one can either gain synthetic risk exposure to a portfolio of such securities by selling protection or take a short position by buying protection. The protection buyer pays a monthly premium to the protection seller, and the
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seller agrees to cover any principal losses and interest shortfalls of the referenced underlying asset-backed securities. Credit default swaps and other derivative instruments related to asset-backed securities are subject to the risks associated with asset-backed securities generally, as well as the risks of derivative transactions. See the section Derivative Instruments below.
Investments in Banks
The ASG Funds may invest a substantial portion of their assets in certificates of deposit (certificates representing the obligation of a bank to repay funds deposited with it for a specified period of time), time deposits (non-negotiable deposits maintained in a bank for a specified period of time up to seven days at a stated interest rate), bankers acceptances (credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer) and other securities and instruments issued by domestic banks, foreign branches of domestic banks, foreign subsidiaries of domestic banks and domestic and foreign branches of foreign banks. Banks are also expected to serve as counterparties on some of the Funds derivative contracts.
Gateway Fund may also invest in bank obligations like the ones discussed above.
Investments by the ASG Money Market Portion in obligations of domestic banks, foreign branches of domestic banks and foreign subsidiaries of domestic banks generally will be limited to banks having total assets in excess of $1 billion or the equivalent in other currencies. Investments by the Money Market Portion in obligations of domestic and foreign branches of foreign banks generally will be limited to dollar-denominated obligations of such banks which at the time of investment have more than $5 billion, or the equivalent in other currencies, in total assets. The Money Market Portion will only invest in either securities which have been rated (or whose issuers have been rated) in the two highest short-term rating categories by nationally recognized statistical rating organizations, or are unrated securities but which have been determined by the Subadviser to be of comparable quality. The total assets of a bank will not be the sole factor determining the Subadvisers investment decisions.
The ASG Funds may also purchase U.S. dollar-denominated obligations issued by foreign branches of domestic banks or foreign branches of foreign banks (Eurodollar obligations) and domestic branches of foreign banks (Yankee dollar obligations).
Eurodollar and other foreign obligations involve special investment risks, including the possibility that (i) liquidity could be impaired because of future political and economic developments, (ii) the obligations may be less marketable than comparable domestic obligations of domestic issuers, (iii) a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations, (iv) deposits may be seized or nationalized, (v) foreign governmental restrictions such as exchange controls may be adopted which might adversely affect the payment of principal and interest on those obligations, (vi) the selection of foreign obligations may be more difficult because there may be less information publicly available concerning foreign issuers, (vii) there may be difficulties in enforcing a judgment against a foreign issuer, or (viii) the accounting, auditing and financial reporting standards, practices and requirements applicable to foreign issuers may differ from those applicable to domestic issuers. In addition, foreign banks are not subject to examination by U.S. government agencies or instrumentalities.
The restrictions in this section will not apply to any investments that are not part of the ASG Money Market Portion. For example, these restrictions will not limit which banks may serve as counterparties for a Funds derivative instruments.
Bank Loans, Loan Participations and Assignments
The ASG and Loomis Sayles Funds may invest in bank loans, which include both secured and unsecured loans made by banks and other financial institutions to corporate customers. Senior loans typically hold the most senior position in a borrowers capital structure, may be secured by the borrowers assets and have interest rates that reset frequently. The proceeds of senior loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, dividends, and, to a lesser extent, to finance internal growth and for other corporate purposes. These loans may not be rated investment-grade by the rating agencies. Although secured loans are secured
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by collateral of the borrower, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrowers obligation, or that the collateral can be liquidated. 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. Some senior loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such senior loans to presently existing or future indebtedness of the borrower or take other action detrimental to the holders of senior loans including, in certain circumstances, invalidating such senior loans or causing interest previously paid to be refunded to the borrower.
A Funds investments in loans are subject to credit risk. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. The interest rates on many bank loans reset frequently, and thus bank loans are subject to interest rate risk. Most bank loans 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.
Large loans to corporations or governments may be shared or syndicated among several lenders, usually (but often not limited to) banks. A 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), in either case becoming a direct lender. A Fund also may acquire a participation interest in another lenders portion of the loan. Participation interests involve special types of risk, including liquidity risk and the risks of being a lender. When investing in a loan participation, a Fund typically will have the right to receive payments only from the lender to the extent the lender receives payments from the borrower, and not from the borrower itself. Likewise, a Fund typically will be able to enforce its rights only through the lender, and not directly against the borrower. As a result, a Fund will assume the credit risk of both the borrower and the lender that is selling the participation.
Investments in loans through direct assignment of a financial institutions interests with respect to a loan may involve additional risks to the Funds. For example, if the loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as a co-lender. Loans and other debt instruments that are not in the form of securities may offer less legal protection to a Fund in the event of fraud or misrepresentation.
A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, a Fund has direct recourse against the borrower, it may have to rely on the agent to pursue appropriate credit remedies against a borrower.
In addition to investing in senior secured loans, a Fund may invest in other loans, such as second lien loans and other secured loans, as well as unsecured loans. Second lien loans and other secured loans are subject to the same risks associated with investment in senior loans and below investment-grade bonds. However, such loans may rank lower in right of payment than senior secured loans, and are subject to additional risk that the cash flow of the borrower and any property securing the loan may be insufficient to meet scheduled payments after giving effect to the higher ranking secured obligations of the borrower. Second lien loans and other secured loans are expected to have greater price volatility than more senior loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in lower ranking loans, which would create greater credit risk exposure. Each of these risks may be increased in the case of unsecured loans, which are not backed by a security interest in any specific collateral.
Each Fund may also gain exposure to loan investments through the use of derivatives. See the section Derivative Instruments.
Collateralized Mortgage Obligations (CMOs)
The Loomis Sayles Funds may invest in CMOs. CMOs are securities backed by a portfolio of mortgages or mortgage securities held under indentures. CMOs may be issued either by U.S. government instrumentalities or by non-governmental entities. CMOs are not direct obligations of the U.S. government. The issuers obligation to
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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.
Commodities General
Commodities are assets that have tangible properties, such as oil, metals, livestock or agricultural products. Historically, commodity investments have had a relatively high correlation with changes in inflation and a relatively low correlation to stock and bond returns. Commodity-related securities and other instruments provide exposure, which may include long and/or short exposure, to the investment returns of physical commodities that trade in commodities markets, without investing directly in physical commodities. A Fund may invest in commodity-related securities and other instruments, such as structured notes, swap agreements, options, futures and options on futures that derive value from the price movement of commodities, or some other readily measurable economic variable dependent upon changes in the value of commodities or the commodities markets. However, investments in commodity-linked instruments do not generally provide a claim on the underlying commodity. In addition, the ability of a Fund to invest directly in commodities, and in certain commodity-related securities and other instruments, is subject to significant limitations in order to enable a Fund to maintain its status as a regulated investment company (a RIC) under the Internal Revenue Code of 1986, as amended (the Code).
The value of commodity-related instruments may be affected by changes in overall market movements, volatility of the underlying benchmark, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The value of commodity-related instruments will rise or fall in response to changes in the underlying commodity or related index. Investments in commodity-related instruments may be subject to greater volatility than non-commodity-based investments. A highly liquid secondary market may not exist for certain commodity-related instruments, and there can be no assurance that one will develop. Commodity-related instruments are also subject to credit and interest rate risks that in general affect the values of debt securities. A Fund may lose money on its commodity investments.
Commodities Wholly-Owned Subsidiary
The ASG Funds and Multi-Asset Real Return Fund have each established a wholly-owned non-U.S. subsidiary to gain indirect exposure to the investment returns of the commodities markets within the limitations of the federal tax law requirements applicable to RICs. The subsidiaries may invest principally in commodity-linked investments, including futures, options and possibly swap contracts and with respect to the Multi-Asset Real Return Fund, the subsidiary may also invest principally in commodity-linked debt or commodity-linked exchange traded funds, as well as certain fixed-income investments intended to serve as margin or collateral for each subsidiarys derivatives positions. The subsidiaries must, however, comply with the same 1940 Act asset coverage requirements with respect to investments in commodity-related securities that apply to a Funds transactions in these instruments. By investing in such a subsidiary, each of the ASG Funds and Multi-Asset Real Return Fund will be exposed to the risks associated with its subsidiarys commodity-related investments.
Convertible Securities
The Funds may invest in 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. 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
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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.
Corporate Reorganizations
The Funds may invest in securities for which a tender or exchange offer has been made or announced and in securities of companies for which a merger, consolidation, liquidation or reorganization proposal has been announced if, in the judgment of the Adviser, there is a reasonable prospect of capital appreciation significantly greater than the brokerage and other transaction expenses involved. The primary risk of such investments is that if the contemplated transaction is abandoned, revised, delayed or becomes subject to unanticipated uncertainties, the market price of the securities may decline below the purchase price paid by a Fund.
In general, securities which are the subject of such an offer or proposal sell at a premium to their historic market price immediately prior to the announcement of the offer or proposal. However, the increased market price of such securities may also discount what the stated or appraised value of the security would be if the contemplated transaction were approved or consummated. Such investments may be advantageous when the discount significantly overstates the risk of the contingencies involved; significantly undervalues the securities, assets or cash to be received by shareholders of the prospective company as a result of the contemplated transaction; or fails adequately to recognize the possibility that the offer or proposal may be replaced or superseded by an offer or proposal of greater value. The evaluation of such contingencies requires unusually broad knowledge and experience on the part of the Adviser which must appraise not only the value of the issuer and its component businesses, but also the financial resources and business motivation of the offer or proposal as well as the dynamics of the business climate when the offer or proposal is in process.
Debt-Linked and Equity-Linked Securities
The Loomis Sayles Funds may invest in debt-linked and equity-linked securities. The investment results of such instruments are intended to correspond generally to the performance of one or more specified equity or debt securities, or of a specific index or analogous basket of equity or debt securities. Therefore, investing in these instruments involves risks similar to the risks of investing in the underlying stocks or bonds directly. In addition, a Fund bears the risk that the issuer of an equity- or debt-linked security may default on its obligations under the instrument. Equity- and debt-linked securities are often used for many of the same purposes as, and share many of the same risks with, other derivative instruments as well as structured notes. See the sections Derivative Instruments and Structured Notes below. Like many derivatives and structured notes, equity- and debt-linked securities may be considered illiquid, potentially limiting a Funds ability to dispose of them.
Debt Securities
The Funds may invest in debt securities. Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable or floating rate of interest and must repay the amount borrowed at the maturity of the security. Some debt securities, such as zero-coupon securities, do not pay interest but are sold at a discount from their face values. Debt securities include corporate bonds, government securities and mortgage and other asset-backed securities. Debt securities include a broad array of short-, medium- and long-term obligations issued by the U.S. or foreign governments, government or international agencies and instrumentalities, and corporate issuers of various types. Some debt securities represent uncollateralized obligations of their issuers; in other cases, the securities may be backed by specific assets (such as mortgages or other receivables) that have been set aside as collateral for the issuers obligation. Debt securities generally involve an obligation of the issuer to pay interest or dividends on either a current basis or at the maturity of the securities, as well as the obligation to repay the principal amount of the security at maturity.
Debt securities are subject to market risk and credit risk. Credit risk relates to the ability of the issuer to make payments of principal and interest and includes the risk of default. Sometimes, an issuer may make these payments from money raised through a variety of sources, including, with respect to issuers of municipal securities, (i) the
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issuers general taxing power, (ii) a specific type of tax, such as a property tax or (iii) a particular facility or project such as a highway. The ability of an issuer to make these payments could be affected by general economic conditions, issues specific to the issuer, litigation, legislation or other political events, the bankruptcy of the issuer, war, natural disasters, terrorism or other major events. U.S. government securities are not generally perceived to involve credit risks to the same extent as investments in other types of fixed-income securities; as a result, the yields available from U.S. government securities are generally lower than the yields available from corporate debt securities. Market risk is the risk that the value of the security will fall because of changes in market rates of interest. Generally, the value of debt securities falls when market rates of interest are rising. Some debt securities also involve prepayment or call risk. This is the risk that the issuer will repay a Fund the principal on the security before it is due, thus depriving a Fund of a favorable stream of future interest payments.
Because interest rates vary, it is impossible to predict the income of a Fund that invests in debt securities for any particular period. Fluctuations in the value of a Funds investments in debt securities will cause a Funds net asset value (NAV) to increase or decrease.
Depositary Receipts
Some 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 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 price may be more volatile than in the case of 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.
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 Funds 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 a Fund declares and pays a dividend, or between the time when a Fund accrues and pays an operating expense in U.S. dollars.
Because a Fund may invest in depositary receipts, changes in foreign economies and political climates are more likely to affect a Fund 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 Funds portfolio is over-weighted in a certain geographic region, any negative development affecting that region will have a greater impact on a Fund than a fund that is not over-weighted in that region.
Derivative Instruments
The Funds expect to use a number of derivative instruments 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. The Adviser may decide not to employ any of these strategies and there is no assurance that any derivatives strategy used by a Fund will succeed. The Adviser will cover its obligations under its derivative contracts by segregating or otherwise designating high quality money market and similar short-term instruments against the value of its net obligations under these positions (less any margin on deposit with the applicable broker) or by entering into offsetting positions. Examples of derivative instruments that a Fund may use include (but are not limited to) futures contracts, warrants, structured notes, foreign currency transactions, credit default swaps, options contracts, swap transactions and forward currency contracts.
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Derivatives involve special risks, including possible default by the other party to the transaction, illiquidity and, to the extent the Advisers or Subadvisers view as to certain market movements is incorrect, the risk that the use of derivatives could result in significantly greater losses than if they had not been used. Recently, several broker-dealers and other financial institutions have experienced extreme financial difficulty, sometimes resulting in the bankruptcy of the institution. Although the Adviser and/or Subadviser monitor the creditworthiness of a Funds counterparties, there can be no assurance that a Funds counterparties will not experience similar difficulties, possibly resulting in losses to a Fund. Losses resulting from the use of derivatives will reduce a Funds NAV, and possibly income, and the losses may be significantly greater than if derivatives had not been used. The degree of a Funds use of derivatives may be limited by certain provisions of the Code. When used, derivatives may increase the amount and affect the timing and character of taxable distributions paid to shareholders. See the section Additional Risks of Derivatives Investments below for additional information about the risks relating to derivatives instruments.
Futures Contracts
Futures transactions involve a Funds buying or selling futures contracts. A futures contract is an agreement between two parties to buy and sell a particular security, currency or other asset, or commodity or group or index of securities, commodities, currencies or other assets 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 (depending on whether the contract calls for physical delivery or cash settlement) 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, S&P 500 Index futures may trade in contracts with a value equal to $250 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 futures contract positions 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 a Fund has a long position in a futures contract it will designate on a Funds records or establish a segregated account with a Funds custodian with cash or liquid securities eligible for purchase by a Fund equal to its daily marked-to-market net obligation under the contract (less any margin on deposit). For short positions in futures contracts, a Fund will designate on a Funds records or 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 its daily marked-to-market net obligation under 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.
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. A Fund may recognize a loss on the purchase (or sale) of the comparable contract. 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, a futures purchase is closed by the purchaser selling an offsetting futures contract.
Commodity Futures Contracts
The Funds may invest in commodity futures contracts. There are additional risks associated with transactions in commodity futures contracts including, but not limited to the following:
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Storage . Unlike the financial futures markets, in the commodity futures markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity futures contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while a Fund is invested in futures contracts on that commodity, the value of the futures contract may also change.
Reinvestment . In the commodity futures markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the same futures contract, the commodity producer generally must sell the futures contract at a lower price than the expected future spot price. Conversely, if most hedgers in the futures market are purchasing futures contracts to hedge against a rise in prices, then speculators will only sell the other side of the futures contract at a higher futures price than the expected future spot price of the commodity. The changing positions and views of the participants in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for a Fund. If the positions and views of the participants in futures markets have shifted when it is time for a Fund to reinvest the proceeds of a maturing contract in a new futures contract, a Fund might reinvest at higher or lower futures prices, or choose to pursue other investments.
Options and Warrants
Options transactions may involve a Funds buying or writing (selling) options on securities, securities indices or currencies. A 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 can generally be classified as either call or put options. 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), and a put option gives the buyer the right to sell a security or other asset at a specified price, on or before a specified date. There are two parties to a typical options transaction: the writer (seller) and the buyer. The buyer of an option pays a premium when purchasing the option, which 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. 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 be traded on or off an established securities exchange.
If the holder (writer) of an option wishes to terminate its position, it may seek to effect a closing transaction by selling (buying) an option identical to the existing option. As a result, 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 sales price received is less than the premium paid to purchase the option. Since premiums on options often have a time value component ( i.e. , a value that diminishes as the time until the expiration date grows shorter), the value of an options contract may change as a result of the lapse of time even though the value of the futures contract or security underlying the option (and of the security or other asset deliverable under the futures contract) has not changed.
As an alternative to purchasing call and put options on index futures, a Fund may purchase or sell call or put options on the underlying indices themselves. Such options would be used in a manner similar to the use of options on index futures.
Options on Foreign Currencies
The Funds may buy and write options on foreign currencies in a manner similar to that in which futures or forward contracts on foreign currencies will be utilized, as described in the Prospectuses. In addition, options on foreign currencies may be used to hedge against adverse changes in foreign currency conversion rates. For example, a decline in the U.S. dollar value of a foreign currency in which portfolio securities are denominated will reduce the
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U.S. dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such diminutions in the value of the portfolio securities, a Fund may buy put options on the foreign currency. If the value of the currency declines, a Fund will have the right to sell such currency for a fixed amount in U.S. dollars, thereby offsetting, in whole or in part, the adverse effect on its portfolio.
Conversely, when a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the cost of such securities, a Fund may buy call options on the foreign currency. The purchase of such options could offset, at least partially, the effects of the adverse movements in exchange rates. As in the case of other types of options, however, the benefit to a Fund from purchases of foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent desired, a Fund could sustain losses on transactions in foreign currency options that would require a Fund to forego a portion or all of the benefits of advantageous changes in those rates.
The Funds may also write options on foreign currencies. For example, to hedge against a potential decline in the U.S. dollar due to adverse fluctuations in exchange rates, a Fund could, instead of purchasing a put option, write a call option on the relevant currency. If the decline expected by a Fund occurs, the option will most likely not be exercised and the diminution in value of portfolio securities will be offset at least in part by the amount of the premium received. Similarly, instead of purchasing a call option to hedge against a potential increase in the U.S. dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency which, if rates move in the manner projected by a Fund, will expire unexercised and allow a Fund to hedge the increased cost up to the amount of the premium. If exchange rates do not move in the expected direction, the option may be exercised and a Fund would be required to buy or sell the underlying currency at a loss, which may not be fully offset by the amount of the premium. Through the writing of options on foreign currencies, a Fund also may lose all or a portion of the benefits that might otherwise have been obtained from favorable movements in exchange rates.
Options on Indices
The Funds may transact in options on indices (index options). Put and call index options are similar to puts and calls on securities or futures contracts except that all settlements are in cash and gain or loss at expiration depends on changes in the index in question rather than on price movements in individual securities or futures contracts. When a Fund writes an index call option, it receives a premium and undertakes the obligation that, prior to the expiration date (or, upon the expiration date for European-style options), the purchaser of the call, upon exercise of the call, will receive from a Fund an amount of cash if the exercise settlement value of the relevant index is greater than the exercise price of the call. The manner of determining exercise settlement value for a particular option series is fixed by the options market on which the series is traded. S&P 500 Index options, for example, have a settlement value that is calculated using the opening sales price in the primary market of each component security on the last business day (usually a Friday) before the expiration date. The amount of cash is equal to the difference between the exercise settlement value of the index and the exercise price of the call times a specified multiple (multiplier). When a Fund buys an index call option, it pays a premium and has the same rights as to such call as are indicated above. When a Fund buys an index put option, it pays a premium and has the right, prior to the expiration date (or, upon the expiration date for European-style options), to collect, upon a Funds exercise of the put, an amount of cash equal to the difference between the exercise price of the option and the exercise settlement value of the index, times a multiplier, similar to that described above for calls, if the exercise settlement value is less than the exercise price. When a Fund writes an index put option, it receives a premium and the purchaser of the put has the right, prior to the expiration date, to require a Fund to deliver to it an amount of cash equal to the difference between the exercise settlement value of the index and exercise price times the multiplier, if the closing level is less than the exercise price.
Exchange-Traded and Over-the-Counter Options
The Funds may purchase or write both exchange-traded and over-the-counter (OTC) options. OTC options differ from exchange-traded options in that they are two-party contracts, with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options.
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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 consummate the transaction. 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 OTC 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 OTC 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 OTC 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 OTC option at a favorable price at any time prior to its expiration. OTC options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation or other clearing organizations.
Index Warrants
The Funds may purchase put warrants and call warrants whose values vary depending on the change in the value of one or more specified securities indices (index warrants). Index warrants are generally issued by banks or other financial institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of the warrant a cash payment from the issuer based on the value of the underlying index at the time of exercise. In general, if the value of the underlying index rises above the exercise price of the index warrant, the holder of a call warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the value of the index and the exercise price of the warrant; if the value of the underlying index falls, the holder of a put warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the exercise price of the warrant and the value of the index. The holder of a warrant would not be entitled to any payments from the issuer at a time when, in the case of a call warrant, the exercise price is more than the value of the underlying index, or in the case of a put warrant, the exercise price is less than the value of the underlying index. If a Fund were not to exercise an index warrant prior to its expiration, then a Fund would lose the amount of the purchase price paid by it for the warrant. A Fund will normally use index warrants in a manner similar to its use of options on securities indices.
Forward Contracts
As described in the section Foreign Currency Transactions below, the Funds may invest in forward contracts. Forward contracts are transactions involving a Funds obligation to purchase or sell a specific currency at a future date at a specified price. For example, forward contracts may be used when the Adviser anticipates that particular foreign currencies will appreciate or depreciate in value or to take advantage of the expected relationships between various currencies, regardless of whether securities denominated in such currencies are not then held in a Funds investment portfolio. Forward contracts may also be used by a Fund for hedging purposes to protect against uncertainty in the level of future foreign currency exchange rates, such as when a Fund anticipates purchasing or selling a foreign security. This technique would allow a Fund to lock in the U.S. dollar price of the investment. Forward contracts also may be used to attempt to protect the value of a Funds existing holdings of foreign securities. There may be, however, imperfect correlation between a Funds foreign securities holdings and the forward contracts entered into with respect to such holdings. The cost to a Fund of engaging in forward contracts
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varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. As described above, the Adviser will cover its obligations under forward contracts by segregating or otherwise designating high quality money market and similar short-term instruments against the value of its net obligations under these positions (less any margin on deposit with the applicable broker) or by entering into offsetting positions.
Swap Transactions
A swap transaction is an unregulated, individually negotiated 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). A Fund may enter into interest rate, currency, index, total return and other swap transactions. For example, a Fund may enter into interest rate or currency swap transactions 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, to protect against any increase in the price of securities a Fund anticipates purchasing at a later date and to take advantage of perceived mispricing in the securities markets. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (for example, an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal). A currency swap is an agreement to exchange cash flows on a notional amount based on changes in the relative values of the specified currencies. An index swap is an agreement to make or receive payments based on the different returns that would be achieved if a notional amount were invested in a specified basket of securities (such as the S&P 500 Index) or in some other investment (such as U.S. Treasury securities or commodities). A total return swap is an agreement to make payments of the total return from a specified asset or instrument (or a basket of such instruments) during the specified period, in return for payments equal to a fixed or floating rate of interest or the total return from another specified asset or instrument. Alternatively, a total return swap can be structured so that one party will make payments to the other party if the value of the relevant asset or instrument increases, but receive payments from the other party if the value of that asset or instrument decreases.
Under most swap agreements, payments by the parties will be exchanged on a net basis, and a party will receive or pay, as the case may be, only the net amount of the two payments. A Fund will designate or segregate liquid assets in an amount sufficient to cover its current net obligations under swap agreements.
The Funds may also enter into options on swaps. A Fund may engage in swap options for hedging purposes or to manage and mitigate credit and interest rate risk. A Fund may write (sell) and purchase put and call swap options. The use of swap options involves risks, including, among others, (i) imperfect correlation between movements of the price of the swap options and the price of the securities, indices or other assets serving as reference instruments for the swap option, reducing the effectiveness of the instrument for hedging or investment purposes, (ii) there may not be a liquid market to sell a swap option, which could result in difficulty closing a position, (iii) swap options can magnify the extent of losses incurred due to changes in the market value of the securities to which they relate, and (iv) counterparty risk. Swap agreements are sophisticated financial instruments that typically involve a small investment of cash relative to the magnitude of risks assumed. Swaps can be highly volatile and may have a considerable impact on a Funds performance, as the potential gain or loss on any swap transaction is not subject to any fixed limit. A Funds successful use of swap agreements will depend on the Advisers ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Even though swap markets in which swap transactions are traded have grown significantly in recent years, swap agreements are typically not traded on exchanges and are subject to liquidity risk. As a result, a Fund bears the risk of loss of the amount expected to be received pursuant to a swap agreement in the event of the default or bankruptcy of the counterparty, and the value of a swap agreement in general depends on the creditworthiness of the counterparty. A Fund may also suffer losses if it is unable to terminate (or terminate at the time and price desired) outstanding swap agreements (either by assignment or other disposition) or reduce its exposure through offsetting transactions.
Credit Default Swaps
The Funds may enter into credit default swap agreements, which may have as reference obligations one or more debt securities or an index of such securities. In a credit default swap, one party (the protection buyer) is obligated to
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pay the other party (the protection seller) a stream of payments over the term of the contract, provided that no credit event, such as a default or, in some instances, a downgrade in credit rating, occurs on the reference obligation. If a credit event occurs, the protection seller must generally pay the protection buyer the par value (the agreed-upon notional value) of the referenced debt obligation in exchange for an equal face amount of deliverable reference obligations or a specified amount of cash, depending upon the terms of the swap.
A Fund may be either the protection buyer or protection seller in a credit default swap. If a Fund is a protection buyer, a Fund would pay the counterparty a periodic stream of payments over the term of the contract and would not recover any of those payments if no credit event were to occur. However, if a credit event occurs, a Fund as a protection buyer has the right to deliver the referenced debt obligations or a specified amount of cash, depending upon the terms of the swap, and receive the par value of such debt obligations from the counterparty protection seller. As a protection seller, a Fund would receive fixed payments throughout the term of the contract if no credit event occurs. If a credit event occurs, however, the value of the obligation received by a Fund ( e.g. , bonds which defaulted), plus the periodic payments previously received, may be less than the par value of the obligation, or cash received, resulting in a loss to the protection seller. Furthermore, a Fund as a protection seller would effectively add leverage to its portfolio because it will have investment exposure to the notional amount of the swap.
Credit default swap agreements are subject to greater risk than a direct investment in the reference obligation. Like all swap agreements, credit default swaps are subject to liquidity, credit and counterparty risks. In addition, collateral posting requirements are individually negotiated and there is no regulatory requirement that a counterparty post collateral to secure its obligations or a specified amount of cash, depending upon the terms of the swap, under a credit default swap. Furthermore, there is no requirement that a party be informed in advance when a credit default swap agreement is sold. Accordingly, a Fund may have difficulty identifying the party responsible for payment of its claims. The notional value of credit default swaps with respect to a particular investment is often larger than the total par value of such investment outstanding and, in event of a default, there may be difficulties in making the required deliveries of the reference investments, possibly delaying payments.
The market for credit default swaps has become more volatile recently as the creditworthiness of certain counterparties has been questioned and/or downgraded. If a counterpartys credit becomes significantly impaired, multiple requests for collateral posting in a short period of time could increase the risk that a Fund may not receive adequate collateral. Credit default swaps are not currently traded on any securities exchange. A Fund generally may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit default swap position, which may cause a Fund to incur more losses.
Loan Based Derivatives
The Loomis Sayles Funds may invest in derivative instruments that provide exposure to one or more credit default swaps. For example, a Fund may invest in a derivative instrument known as the Loan-Only Credit Default Swap Index (LCDX), a tradable index with 100 equally-weighted underlying single-name loan-only credit default swaps (LCDS). Each underlying LCDS references an issuer whose loans trade in the secondary leveraged loan market. A Fund can either buy the index (take on credit exposure) or sell the index (pass credit exposure to a counterparty). While investing in these types of derivatives will increase the universe of debt securities to which a Fund is exposed, such investments entail additional risks, such as those discussed below, that are not typically associated with investments in other debt securities. Credit default swaps and other derivative instruments related to loans are subject to the risks associated with loans generally, as well as the risks of derivative transactions.
Investment Pools of Swap Contracts
In addition, the Funds 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
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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 below. In addition to the risks associated with investing in swaps generally, a 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 a Funds restrictions on investments in illiquid securities.
Contracts for Differences
The Loomis Sayles Funds may enter into contracts for differences. Contracts for differences are swap arrangements in which a Loomis Sayles Fund may agree with a counterparty that its return (or loss) will be based on the relative performance of two different groups or baskets of securities. For example, as to one of the baskets, a Loomis Sayles Funds return is based on theoretical long futures positions in the securities comprising that basket, and as to the other basket, a Loomis Sayles Funds return is based on theoretical short futures positions in the securities comprising that other basket. The notional sizes of the baskets will not necessarily be the same, which can give rise to investment leverage. A Loomis Sayles Fund may also use actual long and short futures positions to achieve the market exposure(s) as contracts for differences. A Loomis Sayles Fund may enter into swaps and contracts for differences for investment return, hedging, risk management and for investment leverage.
Interest Rate Caps, Floors and Collars
The Loomis Sayles Funds may use interest rate caps, floors and collars for the same purposes or similar purposes as for which it uses interest rate futures contracts and related options. Interest rate caps, floors and collars are similar to interest rate swap contracts because the payment obligations are measured by changes in interest rates as applied to a notional amount and because they are generally individually negotiated with a specific counterparty. The purchase of an interest rate cap entitles the purchaser, to the extent that a specific index exceeds a specified interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below specified interest rates, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. The purchase of an interest rate collar entitles the purchaser, to the extent that a specified index exceeds or falls below a specified interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate collar.
Hybrid Instruments
A hybrid instrument is a type of derivative that combines a traditional stock or bond with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed-income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be economically similar to a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a
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Loomis Sayles Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the NAV of a Loomis Sayles Fund.
Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, leveraged or unleveraged, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable and therefore are subject to many of the same risks as investments in those underlying securities, instruments or commodities. For more information, see the sections Commodities and Structured Notes.
Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, a Loomis Sayles Funds investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Additional Risks of Derivative Instruments
As described in the Prospectuses, the Funds intend to use derivative instruments, including several of the instruments described above, as part of their investment practices as well as for risk management purposes. Although the Adviser may seek to use these transactions to achieve a Funds investment goals, no assurance can be given that the use of these transactions will achieve this result. Any or all of these investment techniques may be used at any time. The ability of a Fund to utilize these derivative instruments successfully will depend on the Advisers ability to predict pertinent market movements, which cannot be assured. Furthermore, a Funds use of certain derivatives may in some cases involve forms of financial leverage, which involves risk and may increase the volatility of a Funds NAV. Leveraging may cause a Fund to liquidate portfolio positions to satisfy its obligations or to meet segregation requirements when it may not be advantageous to do so. To the extent that a Fund is not able to close out a leveraged position because of market illiquidity, a Funds liquidity may be impaired to the extent that it has a substantial portion of liquid assets segregated or earmarked to cover obligations. A Fund will comply with applicable regulatory requirements when implementing these strategies, techniques and instruments. Use of derivatives for other than hedging purposes may be considered a speculative activity, involving greater risks than are involved in hedging. A short exposure through a derivative may present additional risks. If the value of the asset, asset class or index on which a Fund has obtained a short exposure increases, the Fund will incur a loss. Moreover, the potential loss from a short exposure is theoretically unlimited.
The value of some derivative instruments in which a Fund invests may be particularly sensitive to changes in prevailing interest rates or other economic factors and the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Adviser to forecast interest rates and other economic factors correctly. If the Adviser incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, a Fund could be exposed to the risk of loss. If the Adviser incorrectly forecasts interest rates, market values or other economic factors in using a derivatives strategy for a Fund, a Fund might have been in a better position if it had not entered into the transaction at all. Also, suitable derivative transactions may not be available in all circumstances. The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. While some strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of a Fund to purchase or sell a portfolio security at a time that otherwise would be favorable or the possible need to sell a portfolio security at a disadvantageous time because a Fund is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments, and the possible inability of a Fund to close out or to liquidate its derivatives positions. In addition, a Funds use of such instruments may cause a Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if it had not used such instruments. To the extent that a Fund gains exposure to an asset class using derivative instruments backed by a collateral portfolio of other securities, changes in the value of those other securities may result in greater or lesser exposure to that asset class than would have resulted from a
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direct investment in securities comprising that asset class. A Fund may invest in derivative instruments linked to the returns of one or more hedge funds or groups of hedge funds. To the extent that a Fund invests in such instruments, in addition to the risks associated with investments in derivative instruments generally, a Fund will be subject to the risks associated with investments in hedge funds.
The correlation between the price movement of the derivatives contract and the hedged security may be distorted due to differences in the nature of the relevant markets. For example, if the price of the futures contract moves more than the price of the hedged security, a Fund would experience either a loss or a gain on the derivative that is not completely offset by movements in the price of the hedged securities. For example, in an attempt to compensate for imperfect price movement correlations, a Fund may purchase or sell futures contracts in a greater dollar amount than the hedged securities if the price movement volatility of the hedged securities is historically greater than the volatility of the futures contract. Conversely, a Fund may purchase or sell futures contracts in a smaller dollar amount than the hedged securities if the volatility of the price of hedged securities is historically less than that of the futures contracts.
The price of index futures may not correlate perfectly with movement in the relevant index due to certain market distortions. One such distortion stems from the fact that all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions, which could distort the normal relationship between the index and futures markets. Another market distortion results from the deposit requirements in the futures market being less onerous than margin requirements in the securities market, and as a result the futures market may attract more speculators than does the securities market. A third distortion is caused by the fact that trading hours for foreign stock index futures may not correspond perfectly to hours of trading on the foreign exchange to which a particular foreign stock index futures contract relates. This may result in a disparity between the price of index futures and the value of the relevant index due to the lack of continuous arbitrage between the index futures price and the value of the underlying index. Finally, hedging transactions using stock indices involve the risk that movements in the price of the index may not correlate with price movements of the particular portfolio securities being hedged.
Price movement correlation in derivative transactions also may be distorted by the illiquidity of the derivatives markets and the participation of speculators in such markets. If an insufficient number of contracts are traded, commercial users may not deal in derivatives 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, derivatives 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, speculators trading spreads between futures markets may create temporary price distortions unrelated to the market in the underlying securities.
Positions in futures contracts and options on futures contracts may be established or closed out only on an exchange or board of trade. There is no assurance that a liquid market on an exchange or board of trade will exist for any particular contract or at any particular time. The liquidity of markets in futures contracts and options on futures contracts may be adversely affected by daily price fluctuation limits established by commodity exchanges that limit the amount of fluctuation in a futures or options price during a single trading day. Once the daily limit has been reached in a contract, no trades may be entered into at a price beyond the limit, which may prevent the liquidation of open futures or options positions. Prices have in the past exceeded the daily limit on a number of consecutive trading days. If there is not a liquid market at a particular time, it may not be possible to close a futures or options position at such time, and, in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin. However, if futures or options are used to hedge portfolio securities, an increase in the price of the securities, if any, may partially or completely offset losses on the futures contract.
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 Funds 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.
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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 or derivatives held in a Funds 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 Funds 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 or designate on its records liquid assets in amounts sufficient at all times to satisfy its net obligations under options and futures contracts.
The risks of a Funds use of index warrants are generally similar to those relating to its use of index options. Unlike most index options, however, index warrants are issued in limited amounts and are not obligations of a regulated clearing agency, but are backed only by the credit of the bank or other institution which issues the warrant. Also, index warrants generally have longer terms than index options. Although a Fund will normally invest only in exchange-listed warrants, index warrants are not likely to be as liquid as certain index options backed by a recognized clearing agency. In addition, the terms of index warrants may limit a Funds ability to exercise the warrants at such time, or in such quantities, as a Fund would otherwise wish to do.
In the case of options that are not traded on an exchange (OTC 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 derivatives 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, derivatives that are traded on foreign exchanges may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, may be subject to less detailed reporting requirements, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in a Funds ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States, and (v) lesser trading volume. Furthermore, investments in options in foreign markets are subject to many of the same risks as other foreign investments. See the section Foreign Securities below.
Forward contracts are subject to many of the same risks as options, warrants and futures contracts described above. As described in the section Foreign Currency Transactions below, forward contracts 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. In addition, the effect of changes in the dollar value of a foreign currency on the dollar value of a Funds 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, and a Fund will be subject to increased illiquidity and counterparty risk because forward contracts are not traded on an exchange and often are not standardized. A Fund may also 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 a Fund declares and pays a dividend, or between the time when a Fund accrues and pays an operating expense in U.S. dollars.
It is possible that government regulation of various types of derivative instruments, including futures and swap agreements, may limit or prevent a Fund from using such instruments as part of its investment strategy, and could ultimately prevent a Fund from being able to achieve its investment goals. For example, some legislative and regulatory proposals, such as those in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) (which was passed into law in July 2010), would, upon implementation, impose limits on the maximum position that could be held by a single trader in certain contracts and would subject some derivatives transactions to new forms of regulation that could create barriers to some types of investment activity. Other provisions would require many swaps to be cleared and traded on an exchange, expand entity registration requirements, impose business conduct requirements on dealers that enter into swaps with a pension plan,
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endowment, retirement plan or government entity, and could require banks to move some derivatives trading units to a non-guaranteed affiliate separate from the deposit-taking bank or divest them altogether. While many provisions of the Dodd-Frank Act must be implemented through future rulemaking, and any regulatory or legislative activity may not necessarily have a direct, immediate effect upon a Fund, it is possible that, upon implementation of these measures or any future measures, they could potentially limit or completely restrict the ability of a Fund to use these instruments as a part of its investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which a Fund engages in derivative transactions could also prevent a Fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change availability of certain investments.
Other Derivatives; Future Developments
The above discussion relates to a Funds proposed use of certain types of derivatives currently available. However, a Fund is not limited to the transactions described above. In addition, the relevant markets and related regulations are constantly changing and, in the future, a Fund may use derivatives not currently available or widely in use.
A Fund is 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.
Recent proposals by the Commodity Futures Trading Commission to limit the availability of the exclusion from the definition of a commodity pool operator for certain funds, which invest in commodities as a significant part of their investment strategies, may also impact the ASG Funds and the Multi-Asset Real Return Fund. Any rules, when adopted, may subject these Funds to additional regulation and registration requirements and may limit a Funds ability to pursue its investment strategies. As of the date of this SAI, it is impossible to predict the outcome of these proposals or their potential impact on the Funds or an adviser.
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 economys 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 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 Funds net income available for distribution to shareholders.
Equity Securities
The Funds may invest in 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.
Equity securities are securities that represent an ownership interest (or the right to acquire such an interest) in a company and may include common and preferred stocks, 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, depositary receipts, real estate investment trusts (REITs) or other trusts and other similar securities. As mentioned above, common stocks represent an equity or ownership interest in an
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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 that an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and other debt securities 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, potentially in a significant amount. The value of your investment in a fund that invests in equity securities may 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 the section Market Capitalizations. A Funds investments may include securities traded OTC as well as those traded on a securities exchange. Some securities, particularly OTC securities, may be more difficult to sell under some market conditions.
Stocks of companies that the Adviser believes have earnings that will grow faster than the economy as a whole are known as 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 the Advisers assessment of the prospects for a companys earnings growth is wrong, or if its judgment of how other investors will value the companys earnings growth is wrong, then the price of that companys stock may fall or may not approach the value that the Adviser has placed on it.
Stocks of companies that are not expected to experience significant earnings growth, but whose stocks the Adviser 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 the Advisers assessment of a companys prospects is wrong, or if other investors do not eventually recognize the value of the company, then the price of the companys stock may fall or may not approach the value that the Adviser has placed on it.
Many stocks may have both growth and value characteristics, and for some stocks it may be unclear which category, if any, it fits into.
Event-Linked Bonds
The Multi-Asset Real Return Fund may invest in event-linked bonds, which sometimes are referred to as insurance-linked or catastrophe bonds. Event-linked bonds are debt obligations for which the return of principal and the payment of interest are contingent on the non-occurrence of a pre-defined trigger event, such as a hurricane or an earthquake of a specific magnitude. For some event-linked bonds, the trigger events magnitude may be based on losses to a company or industry, index-portfolio losses, industry indexes or readings of scientific instruments rather than specified actual losses. If a trigger event, as defined within the terms of an event-linked bond, involves losses or other metrics exceeding a specific magnitude in the geographic region and time period specified therein, the Fund may lose a portion or all of its accrued interest and/or principal invested in such event-linked bond. The Fund will be entitled to receive principal and interest payments so long as no trigger event occurs of the description and magnitude specified by the instrument.
Event-linked bonds may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities. In addition to the specified trigger events, event-linked bonds also may expose the Fund to other risks, including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked bonds are subject to the risk that the model used to calculate the probability of a trigger event was not accurate and underestimated the likelihood of a trigger event. This may result in more frequent and greater than expected loss of principal and/or interest, which would adversely impact the Funds total returns. Further, to the extent there are events that involve losses or other metrics, as applicable, that are at, or near, the threshold for a trigger event, there may be some delay in the return of principal and/or interest until it is determined whether a trigger event has occurred. Finally, to the extent there is a dispute concerning the definition of the trigger event relative to the specific manifestation of a catastrophe, there may be losses or delays in the payment of principal and/or interest on the event-linked bond. As a relatively new type of financial instrument, there is limited trading history for these securities, and there can be no assurance that a liquid market in these instruments will develop. Lack of a liquid market may impose the risk of higher transactions costs
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and the possibility that the Fund may be forced to liquidate positions when it would not be advantageous to do so. Most event-linked bonds are rated below investment-grade, but event-linked bonds also may be unrated.
Event-linked bonds typically are restricted to qualified institutional buyers and, therefore, are not subject to registration with the SEC or any state securities commission and are not listed on any national securities exchange. The amount of public information available with respect to event-linked bonds is generally less extensive than that available for issuers of registered or exchange listed securities. Event-linked bonds may be subject to the risks of adverse regulatory or jurisdictional determinations. There can be no assurance that future regulatory determinations will not adversely affect the overall market for event-linked bonds.
Event-Linked Swaps
The Multi-Asset Real Return Fund may obtain event-linked exposure by investing in event-linked swaps. Similar to an event-linked bond, the occurrence of trigger events causes a party to lose some or all of the amount invested in the swap. For example, if a trigger event occurs, the Fund may lose the swaps notional amount. Trigger events include hurricanes, earthquakes and weather-related phenomena. As derivative instruments, event-linked swaps are subject to risks in addition to the risks of investing in event-linked bonds, including counterparty risk and leverage risk.
Fixed-Income Securities
The Funds may invest in 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 fixed-income securities also may be affected by items related to a particular issue or to the debt markets generally. The NAV of a Funds shares will vary as a result of changes in the value of the securities in a Funds 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), Moodys Investors Service, Inc. (Moodys) or Standard & Poors Ratings Group (S&P)) must have rated the security in one of its respective top four rating categories at the time a Fund acquires the security or, if the security is unrated, the Adviser must have determined it to be of comparable quality.
Below Investment-Grade Fixed-Income Securities . Below investment-grade fixed-income securities (commonly referred to as junk bonds) are rated below investment-grade quality. To be considered rated below investment-grade quality, none of the three major rating agencies must have rated the security in one of its respective top four rating categories at the time a Fund acquires the security or, if the security is unrated, the Adviser must have determined it to be of comparable quality.
Below investment-grade fixed-income securities are subject to greater credit risk and market risk than higher-quality fixed-income securities. Below investment-grade 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 below investment-grade fixed-income securities, a Funds achievement of its objective may be more dependent on the Advisers own credit analysis than is the case with funds that invest in higher-quality fixed-income securities. The market for below investment-grade 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 below investment-grade 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. Below investment-grade fixed-income securities may be in poor standing or in default and typically have speculative characteristics.
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A Fund may continue to hold fixed-income securities that are downgraded in quality subsequent to their purchase if the Adviser believes it would be advantageous to do so.
Foreign Currency Transactions
The Funds may engage in foreign currency transactions for both hedging and investment purposes. In addition, certain of a Funds investments will be denominated in foreign currencies or traded in securities markets in which settlements are made in foreign currencies. Any income on such investments is generally paid to a 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 Funds portfolio investments (even if the local market price of the investments is unchanged) and changes in the dollar value of a Funds 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 Funds 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 a Fund declares and pays a dividend, or between the time when a 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, 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 forward contracts with banks or broker-dealers to purchase or sell foreign currencies at a future date, as described above in the section Derivative Instruments. A Fund will maintain cash or other liquid assets eligible for purchase by a Fund either designated on a Funds 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 a Funds liquid holdings that settle in the relevant currency and a Funds 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.
Forward contracts are subject to many of the same risks as derivatives described in the section Derivative Instruments. Forward contracts 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. In addition, the effect of changes in the dollar value of a foreign currency on the dollar value of a Funds 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, and a Fund will be subject to increased illiquidity and counterparty risk because forward contracts are not traded on an exchange and often are not standardized. A Fund may also 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 a Fund declares and pays a dividend, or between the time when a Fund accrues and pays an operating expense in U.S. dollars.
In addition, a Fund may buy and write options on foreign currencies in a manner similar to that in which futures or forward contracts on foreign currencies will be utilized. A Fund may use options on foreign currencies to hedge against adverse changes in foreign currency conversion rates. For example, a decline in the U.S. dollar value of a foreign currency in which portfolio securities are denominated will reduce the U.S. dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such diminutions in the value of the portfolio securities, a Fund may buy put options on the foreign currency. If the value of the currency declines, a Fund will have the right to sell such currency for a fixed amount in U.S. dollars, thereby offsetting, in whole or in part, the adverse effect on its portfolio.
Conversely, when a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the cost of such securities, a Fund may buy call options on the foreign currency. The purchase of such options could offset, at least partially, the effects of the adverse movements in exchange rates. As in the case of other types of options, however, the benefit to a Fund from purchases of foreign currency options will
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be reduced by the amount of the premium and related transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent desired, a Fund could sustain losses or lesser gains on transactions in foreign currency options that would require a Fund to forego a portion or all of the benefits of advantageous changes in those rates.
Some Funds may also write options on foreign currencies. For example, to hedge against a potential decline in the U.S. dollar due to adverse fluctuations in exchange rates, a Fund could, instead of purchasing a put option, write a call option on the relevant currency. If the decline expected by a Fund occurs, the option will most likely not be exercised and the diminution in value of portfolio securities be offset at least in part by the amount of the premium received. Similarly, instead of purchasing a call option to hedge against a potential increase in the U.S. dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency which, if rates move in the manner projected by a Fund, will expire unexercised and allow a Fund to hedge the increased cost up to the amount of the premium. If exchange rates do not move in the expected direction, the option may be exercised and a Fund would be required to buy or sell the underlying currency at a loss, which may not be fully offset by the amount of the premium. Through the writing of options on foreign currencies, a Fund also may lose all or a portion of the benefits that might otherwise have been obtained from favorable movements in exchange rates.
A Funds use of currency transactions may be limited by tax considerations. The Adviser may decide not to engage in currency transactions, and there is no assurance that any currency strategy used by a 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. The foreign currency transactions in which a Fund may engage involve risks similar to those described in the section Derivative Instruments.
Transactions in foreign currencies, foreign currency denominated debt 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.
Transactions in non-U.S. currencies are also subject to many of the risks of investing in non-U.S. securities described in the section Foreign Securities. Because a Fund may invest in foreign securities and foreign currencies, changes in foreign economies and political climates are more likely to affect a Fund 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 Funds portfolio is over-weighted in a certain geographic region, any negative development affecting that region will have a greater impact on a Fund than a fund that is not over-weighted in that region.
Foreign Securities
Some 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. The non-U.S. securities in which a Fund may invest, all or a portion of which may be non-U.S. dollar-denominated, may include, among other investments: (a) debt obligations issued or guaranteed by non-U.S. national, provincial, state, municipal or other governments or by their agencies or instrumentalities, including Brady Bonds; (b) debt obligations of supranational entities; (c) debt obligations of the U.S. government issued in non-dollar securities; (d) debt obligations and other fixed-income securities of foreign corporate issuers; and (e) non-U.S. dollar-denominated securities of U.S. corporate 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. If a Funds portfolio is over-weighted in a certain geographic region, any negative development affecting that region will have a greater impact on a Fund than a fund that is not over-weighted in that region. The receipt of interest on foreign government securities may
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depend on the availability of tax or other revenues to satisfy the issuers obligations.
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. To the extent 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 Funds assets and a Funds income available for distribution.
Although a Funds 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 Funds 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.
In addition, because a Fund may invest in foreign securities traded primarily on markets that close prior to the time a Fund determines its 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 a 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 Funds shares by virtue of their transaction, if those prices reflect the fair value of the foreign securities. Although a 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 a Fund uses fair value pricing, see the section Net Asset Value.
Funding Agreements
The Loomis Sayles Funds may invest in Guaranteed Investment Contracts (GICs) and similar funding agreements. In connection with these investments, a Fund makes cash contributions to a deposit fund of an insurance companys general account. The insurance company then credits to a Fund on a monthly basis guaranteed interest, which is based on an index (such as LIBOR). The funding agreements provide that this guaranteed interest will not be less than a certain minimum rate. The purchase price paid for a funding agreement becomes part of the general assets of the insurance company. GICs are considered illiquid securities and will be subject to any limitations on such investments described elsewhere in this Statement, unless there is an active and substantial secondary market for the particular instrument and market quotations are readily available. Generally, funding agreements are not assignable or transferable without the permission of the issuing company, and an active secondary market in some funding agreements does not currently exist. Investments in GICs are subject to the risks associated with fixed-income instruments generally, and are specifically subject to the credit risk associated with an investment in the issuing insurance company.
Illiquid Securities
Some 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. Securities will generally be considered illiquid if such securities cannot be disposed of within seven days in the ordinary course of business at approximately the price at which a Fund has valued the securities. 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. Also, a Fund may incur expenses, losses or delays in the process of registering restricted securities prior to resale. Rule 144A securities and Section 4(2) commercial paper are treated as illiquid, unless the Adviser has determined, under guidelines
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established by the Trusts Board of Trustees, that the particular issue is liquid. See the section Rule 144A Securities and Section 4(2) Commercial Paper for additional information on these instruments.
Inflation-Linked and Inflation-Indexed Securities
The Funds may invest in inflation-linked bonds. The principal amount of these bonds increases with increases in the price index used as a reference value 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 amount (as adjusted) by a fixed coupon rate.
Although inflation-indexed securities 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 securities 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 securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of inflation-linked securities. If inflation is lower than expected during a period the Fund holds inflation-linked securities, 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 securities may not be protected to the extent that the increase is not reflected in the price index used as a reference for the securities. There can be no assurance that the price index used for an inflation-linked security will accurately measure the real rate of inflation in the prices of goods and services. Inflation-linked and inflation-indexed securities include Treasury Inflation-Protected Securities issued by the U.S. government (see the section U.S. Government Securities for additional information), but also may include securities issued by state, local and non-U.S. governments and corporations and supranational entities.
Initial Public Offerings
The Multi-Asset Real Return Fund may purchase securities of companies that are offered pursuant to an initial public offering (IPO). An IPO is a companys 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 Funds investment in IPO securities may have a significant impact on the Funds performance and may result in significant capital gains.
Investment Companies
Some of the Funds may invest in other investment companies. Investment companies, including exchange-traded funds 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 companys portfolio. As an investor in another investment company, a Fund will bear its ratable share of the investment companys expenses, including advisory fees, and the Funds shareholders will bear such expenses indirectly, in addition to similar fees and expenses of the Fund. In other circumstances, the market value of an investment companys shares may be less than the NAV per share of the investment company.
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 Funds 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
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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.
Exchange-Traded Funds. Some of the Funds may invest in shares of exchange-traded funds (ETFs). An ETF is an investment company that is generally registered under the 1940 Act that holds a portfolio of securities designed to track the performance of a particular index. The index may be actively managed. ETFs sell and redeem their shares at NAV in large blocks (typically 50,000 of its shares or more) called creation units. Shares representing fractional interests in these creation units are listed for trading on national securities exchanges and can be purchased and sold in the secondary market in lots of any size at any time during the trading day. ETFs sometimes also refer to non-RICs that invest directly in commodities or other assets ( e.g. , gold bullion). Investments in ETFs involve certain inherent risks generally associated with investments in a broadly-based portfolio of securities, including risks that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF or other instrument. In addition, an ETF may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or number of stocks held.
Investments in Banks
The Loomis Sayles Funds may invest in certificates of deposit (certificates representing the obligation of a bank to repay funds deposited with it for a specified period of time), time deposits (non-negotiable deposits maintained in a bank for a specified period of time up to seven days at a stated interest rate), bankers acceptances (credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer) and other securities and instruments issued by domestic banks, foreign branches of domestic banks, foreign subsidiaries of domestic banks and domestic and foreign branches of foreign banks. Banks are also expected to serve as counterparties on some of a Funds derivative contracts.
A Fund also may purchase U.S. dollar-denominated obligations issued by foreign branches of domestic banks or foreign branches of foreign banks (Eurodollar obligations) and domestic branches of foreign banks (Yankee dollar obligations).
Eurodollar and other foreign obligations involve special investment risks, including the possibility that (i) liquidity could be impaired because of future political and economic developments, (ii) the obligations may be less marketable than comparable domestic obligations of domestic issuers, (iii) a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations, (iv) deposits may be seized or nationalized, (v) foreign governmental restrictions such as exchange controls may be adopted, which might adversely affect the payment of principal and interest on those obligations, (vi) the selection of foreign obligations may be more difficult because there may be less information publicly available concerning foreign issuers, (vii) there may be difficulties in enforcing a judgment against a foreign issuer, or (viii) the accounting, auditing and financial reporting standards, practices and requirements applicable to foreign issuers may differ from those applicable to domestic issuers. In addition, foreign banks are not subject to examination by U.S. government agencies or instrumentalities.
Market Capitalizations
The Funds may invest in companies with small, medium or large market capitalizations. Large market capitalization companies are generally large companies that have been in existence for a number of years and are well established in their market. Middle market capitalization companies are generally medium-sized companies that are not as established as large capitalization companies and may be more volatile. Investments in companies with relatively small market capitalizations 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
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capitalization or market averages in general. To the extent that a Fund invests in companies with relatively small market capitalizations, the value of its stock portfolio may fluctuate more widely than broad market averages.
Money Market Instruments
As described in the Prospectuses, the ASG Funds will each invest a substantial portion of their assets in money market instruments, which are high-quality, short-term securities. The ASG Funds expect that the assets invested by the Subadviser will be invested principally in short-term money market obligations with maturities of 397 days or less, including bank certificates of deposit, time deposits, bankers acceptances, high quality commercial paper, loan participation interests, securities issued or guaranteed by the U.S. government, state agencies or instrumentalities, and repurchase agreements calling for resale in 397 days or less backed by the foregoing securities. The maturities of variable rate demand instruments held in a Funds portfolio will be deemed to be the longer of the period required before a Fund is entitled to receive payment of the principal amount of the instrument through demand, or the period remaining until the next interest rate adjustment, although the stated maturities may be in excess of 397 days. Money market instruments maturing in less than one year may yield less than obligations of comparable quality having longer maturities. The Loomis Sayles Funds may seek to minimize risk by investing in money market instruments. Gateway Fund may also invest in money market instruments, but does not expect that a substantial portion of its assets will be invested in these instruments under normal circumstances. A Funds money market investments at the time of purchase (other than U.S. government securities (defined below) and repurchase agreements relating thereto) generally will be rated at the time of purchase in the two highest short-term rating categories as rated by a major credit agency or, if unrated, will be of comparable quality as determined by the Subadviser. A Fund may invest in instruments of lesser quality and does not have any minimum credit quality restriction.
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 may be purchased by some Funds for defensive purposes. A Funds money market investments may be issued by U.S. banks, foreign banks (including their U.S. branches) or foreign branches and subsidiaries of U.S. banks. Obligations of foreign banks may be subject to foreign economic, political and legal risks. Such risks include foreign economic and political developments, foreign governmental restrictions that may adversely affect payment of principal and interest on the obligations, foreign withholding and other taxes on interest income, difficulties in obtaining and enforcing a judgment against a foreign obligor, exchange control regulations (including currency blockage) and the expropriation or nationalization of assets or deposits. Foreign branches of U.S. banks and foreign banks are not necessarily subject to the same or similar regulatory requirements that apply to domestic banks. For instance, such branches and banks may not be subject to the types of requirements imposed on domestic banks with respect to mandatory reserves, loan limitations, examinations, accounting, auditing, record keeping and the public availability of information. Obligations of such branches or banks will be purchased only when the Subadviser believes the risks are minimal.
The ASG Funds may invest in U.S. government securities that include all securities issued or guaranteed by the U.S. government or its agencies, authorities or instrumentalities (U.S. government securities). Some U.S. government securities are backed by the full faith and credit of the United States. U.S. government securities that are not backed by the full faith and credit of the United States are considered riskier than those that are.
The ASG Funds, consistent with their investment objectives, attempt to maximize yields by engaging in portfolio trading and by buying and selling portfolio investments in anticipation of, or in response to, changing economic and money market conditions and trends. The Funds may also seek to take advantage of what are believed to be temporary disparities in the yields of the different segments or among particular instruments within the same segment of the market. These policies, as well as the relatively short maturity of obligations to be purchased by a Fund, may result in frequent changes in the portfolio composition of a Fund. There are usually no brokerage commissions paid by a Fund in connection with the purchase of money market instruments. See the sections Portfolio Transactions and Brokerage and Investment Restrictions.
Although the ASG Funds will usually invest a substantial portion of their assets in money market instruments and the Loomis Sayles and Gateway Funds may also invest in money market instruments, they are not money market
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funds and therefore are not subject to the portfolio quality, maturity and NAV requirements applicable to money market funds. The Funds will not seek to maintain a stable NAV. The Funds also will not be required to comply with the rating restrictions applicable to money market funds, and will not necessarily sell an investment in cases where a securitys rating has been downgraded.
Considerations of liquidity, safety and preservation of capital may preclude a Fund from investing in money market instruments paying the highest available yield at a particular time. In addition, a Funds ability to trade money market securities may be constrained by the collateral and asset coverage requirements related to a Funds other investments. As a result, a Fund may need to buy or sell money market instruments at inopportune times. In addition, even though money market instruments are generally considered to be high-quality and a low-risk investment, recently a number of issuers of money market and money market-type instruments have experienced financial difficulties, leading in some cases to rating downgrades and decreases in the value of their securities. In addition, recently, many money market instruments previously thought to be highly liquid have become illiquid. If a Funds money market instruments become illiquid, a Fund may be unable to satisfy certain of its obligations or may only be able to do so by selling other securities at prices or times that may be disadvantageous to do so.
Mortgage Dollar Rolls
The 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 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 Funds use of the cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
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 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 increase the inherent volatility of the Fund by increasing the average life of a Funds portfolio securities. The value of some mortgage-backed or asset-backed securities in which a Fund invests may be particularly sensitive to changes in prevailing interest rates, and the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Adviser to forecast interest rates and other economic factors correctly. The risk of non-payment is greater for mortgage-related securities that are backed by mortgage pools that contain subprime or Alt-A loans (loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans), but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic downturn, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages. The market for mortgage-related securities has experienced high volatility and a lack of liquidity in recent years. As a result, the value of many of these securities has significantly declined. There can be no assurance
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that these markets will become more liquid or less volatile, and it is possible that the value of these securities could decline further. Securities issued by the GNMA and the FNMA and similar issuers also may be exposed to risks described under U.S. Government Securities.
A Fund also may gain exposure to mortgage-related securities through entering into credit default swaps or other derivative instruments related to this asset class. For example, a Fund may enter into credit default swaps on CMBX, which are indexes made up of tranches of commercial mortgage-backed securities, each with different credit ratings. Utilizing CMBX, one can either gain synthetic risk exposure to a portfolio of such securities by selling protection or take a short position by buying protection. The protection buyer pays a monthly premium to the protection seller, and the seller agrees to cover any principal losses and interest shortfalls of the referenced underlying mortgage-backed securities. Credit default swaps and other derivative instruments related to mortgage-related securities are subject to the risks associated with mortgage-related securities generally, as well as the risks of derivative transactions. See the section Derivative Instruments above.
Municipal Obligations
The Loomis Sayles Funds may purchase municipal obligations. The term municipal obligations generally is understood to include debt obligations issued by municipalities to obtain funds for various public purposes, the income from which is, in the opinion of bond counsel to the issuer, excluded from gross income for U.S. federal income tax purposes. In addition, if the proceeds from private activity bonds are used for the construction, repair or improvement of privately operated industrial or commercial facilities, the interest paid on such bonds may be excluded from gross income for U.S. federal income tax purposes, although current federal tax laws place substantial limitations on the size of these issues. A Funds distributions of any interest it earns on municipal obligations will be taxable to shareholders as ordinary income.
The two principal classifications of municipal obligations are general obligation and revenue bonds. General obligation bonds are secured by the issuers pledge of its faith, credit, and taxing power for the payment of principal and interest. Revenue bonds are payable 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, but not from the general taxing power. Sizable investments in these obligations could involve an increased risk to the Fund should any of the related facilities experience financial difficulties. Private activity bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. There are, of course, variations in the security of municipal obligations, both within a particular classification and between classifications.
Pay-in-Kind Securities
The Loomis Sayles 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 various factors, 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.
Preferred Stock
The Loomis Sayles Funds may invest in preferred stock. Preferred stock pays dividends at a specified rate and generally has preference over common stock in the payment of dividends and the liquidation of the issuers assets, but is junior to the debt securities of the issuer in those same respects. Unlike interest payments on debt securities, dividends on preferred stock are generally payable at the discretion of the issuers board of directors. Shareholders may suffer a loss of value if dividends are not paid. The market prices of preferred stocks are subject to changes in interest rates and are more sensitive to changes in the issuers creditworthiness than are the prices of debt securities. Under normal circumstances, preferred stock does not carry voting rights.
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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 to sell the securities when the 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 Funds NAV.
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, 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 the Adviser may at times play a greater role in valuing these securities than in the case of unrestricted securities.
Generally, 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 when 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
The Multi-Asset Real Return 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 Fund, 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. In addition, 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.
REITs
The Funds may invest in 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 and changes in interest rates. REITs whose underlying assets are concentrated in properties used by a particular industry, such as health care, are also subject to risks associated with such industry. 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 Code, and failing to maintain their exemptions from registration under the 1940 Act.
REITs (especially mortgage REITs) are also subject to interest rate risks, including prepayment risk. When interest
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rates decline, the value of a REITs investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans the interest rates on which are reset periodically, yields on a REITs investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. 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 Funds investment in a REIT may require a Fund to accrue and distribute income not yet received or may result in a 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.
Real Estate Securities
The Funds may invest in securities of companies in the real estate industry, including REITs, and are, therefore, subject to the special risks associated with the real estate market and the real estate industry in general. Companies in the real estate industry are considered to be those that (i) have principal activity involving the development, ownership, construction, management or sale of real estate; (ii) have significant real estate holdings, such as hospitality companies, supermarkets and mining, lumber and paper companies; and/or (iii) provide products or services related to the real estate industry, such as financial institutions that make and/or service mortgage loans and manufacturers or distributors of building supplies. Securities of companies in the real estate industry 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.
Repurchase Agreements
The Funds may enter into repurchase agreements, by which 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 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. A Fund does not have percentage limitations on how much of its total assets may be invested in repurchase agreements. In addition to using repurchase agreements as a principal investment strategy in connection with the Money Market Portion of an ASG Fund, a Fund may also use repurchase agreements for cash management and temporary defensive purposes. A Fund may invest in a repurchase agreement that does not produce a positive return to a Fund if the Adviser or Subadviser believes it is appropriate to do so under the circumstances (for example, to help protect a Funds uninvested cash against the risk of loss during periods of market turmoil). 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 a 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.
Reverse Repurchase Agreements and Other Borrowings
The Funds may enter into reverse repurchase agreements. In a reverse repurchase agreement a Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker or dealer, in return for cash, and agrees that on a stipulated date in the future a Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed-upon rate. The ability to use reverse repurchase agreements may
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enable, but does not ensure the ability of, a Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous. When effecting reverse repurchase agreements, assets of a Fund in a dollar amount sufficient to make payment of the obligations to be purchased are segregated on a Funds records at the trade date and maintained until the transaction is settled. Reverse repurchase agreements are economically similar to secured borrowings by a Fund.
Under current positions of the SEC and its staff, some Funds can engage in reverse repurchase agreements without them constituting senior securities so long as a Fund has covered its obligations through the segregation of assets or otherwise. This would allow a Fund to borrow up to 50% of its assets (including amounts received under the reverse repurchase agreements) using reverse repurchase agreements.
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 or similar debt obligations. Commercial paper is generally considered to be short-term unsecured debt of corporations. Investing in Rule 144A securities and Section 4(2) commercial paper could have the effect of increasing the level of a Funds illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. As noted above, Rule 144A securities and Section 4(2) commercial paper are treated as illiquid unless the Adviser has determined, under guidelines established by the Board of Trustees, that the particular issue is liquid.
Securities Lending
The Loomis Sayles Funds may lend their portfolio securities to brokers, dealers or other financial institutions under contracts calling for the deposit by the borrower with a Funds custodian of 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 (although the payment characteristics may change) 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, a Fund may seek to recall the securities so that the securities may be voted by a Fund, although the Adviser may not know of such event in time to recall the securities or may be unable to recall the securities in time to vote them. A Fund pays 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 or persons acting pursuant to the direction of the Board.
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. In addition, any investment of cash collateral is generally at the sole risk of a Fund. Any income or gains and losses from investing and reinvesting any cash collateral delivered by a borrower pursuant to a loan are generally at a Funds risk, and to the extent any such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan, a Fund may be required by the securities lending agent to pay or cause to be paid to such borrower an amount equal to such shortfall in cash.
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 Funds portfolio, which may produce higher transaction costs and a higher level of taxable capital gains. Portfolio turnover considerations will not limit the Advisers investment discretion in managing a Funds assets. A Fund anticipates that its portfolio turnover rates will vary significantly from time to time depending on the volatility of economic and market conditions.
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Step-Coupon Securities
The 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 Securities
The 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 all of the 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. Stripped securities may be illiquid. Stripped securities may be considered derivative securities.
Structured Notes
The 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 issuers 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 issuers 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 issuers obligations may fluctuate inversely with changes in an external factor or factors (for example, if the U.S. prime lending rate goes up, the issuers interest payment obligations are reduced). In some cases, the issuers 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 issuers 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 issuers 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 Funds exposure to changes in the value of assets that a 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 countrys 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 Funds portfolio as a whole.
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 issuers obligations (and thus the value of a Funds 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
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will be especially high if the issuers 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 Advisers analysis of the issuers creditworthiness and financial prospects, and of the Advisers 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 above) apply. Structured notes may be considered derivative securities.
Supranational Entities
The 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. 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 in the section Foreign Currency Transactions.
Synthetic Securities
The Loomis Sayles Funds may invest in synthetic securities. Incidental to other transactions in fixed-income securities and/or for investment purposes, a Fund also may combine options on securities with cash, cash equivalent investments or other fixed-income securities in order to create synthetic securities which approximate desired risk and return profiles. This may be done where a non-synthetic security having the desired risk/return profile either is unavailable ( e.g. , short-term securities of certain non-U.S. governments) or possesses undesirable characteristics ( e.g. , interest payments on the security would be subject to non-U.S. withholding taxes). A Fund also may purchase forward non-U.S. exchange contracts in conjunction with U.S. dollar-denominated securities in order to create a synthetic non-U.S. currency denominated security which approximates desired risk and return characteristics where the non-synthetic securities either are not available in non-U.S. markets or possess undesirable characteristics. The use of synthetic bonds and other synthetic securities may involve risks different from, or potentially greater than, risks associated with direct investments in securities and other assets. Synthetic securities may increase other Fund risks, including market risk, liquidity risk, and credit risk, and their value may or may not correlate with the value of the relevant underlying asset.
Trust Preferred Securities
The Loomis Sayles Funds may also purchase trust preferred securities, which have characteristics of both subordinated debt and preferred stock. Trust preferred securities are issued by a special purpose trust subsidiary backed by subordinated debt of a corporate parent. These securities generally have a final stated maturity date and a fixed schedule for periodic payments. In addition, these securities have provisions that afford preference over common and preferred stock upon liquidation, although the securities are subordinated to other, more senior debt securities of the same issuer. The issuers of these securities often have the right to defer interest payments for a period of time.
Holders of trust preferred securities have limited voting rights to control the activities of the trust, and no voting rights with respect to the parent company. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may be issued in reliance on Rule 144A under the Securities Act or otherwise subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as a Fund, to sell their holdings. If the parent company defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of its securities.
U.S. Government Securities
The Funds may invest in some or all of the following U.S. government securities:
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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 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 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 reinvests any prepayments) of Ginnie Maes along with regular monthly payments of principal and interest.
Fannie Maes The FNMA is a government-sponsored corporation owned entirely by private stockholders that purchases residential mortgages from a list of approved seller/servicers, including state and federally chartered savings and loan associations, mutual funds savings banks, commercial banks, credit unions and mortgage banks. Fannie Maes are pass-through securities issued by FNMA that are guaranteed as to timely payment of principal and interest by FNMA.
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 FHLMCs National Portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal.
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 Funds NAV. Because the magnitude of these fluctuations will generally be greater at times when a Funds 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 those issued by Fannie Mae and Freddie Mac are guaranteed as to the payment of principal and interest by the relevant entity ( e.g. , FNMA or FHLMC) but have not been backed by the full faith and credit of the U.S. government. Instead, they have been supported only by the discretionary authority of the U.S. government to purchase the agencys obligations. 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.
In September 2008, the U.S. Treasury Department announced that the government would be taking over the FNMA and FHLMC and placing the companies into conservatorship. The companies remain in conservatorship, and the effect that this conservatorship will have on the companies debt and equity securities is unclear. Although the U.S. government has recently provided financial support to FNMA and FHLMC, there can be no assurance that it will
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support these or other government-sponsored enterprises in the future. In addition, any such government support may benefit the holders of only certain classes of an issuers 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, a 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.
Variable and Floating Rate Instruments
The Funds may purchase variable and floating rate instruments (which may include bank loans, which are discussed in the section Bank Loans, Loan Participations and Assignments above). These instruments may include variable amount master demand notes, which are unsecured demand notes that permit the indebtedness thereunder to vary in addition to providing for periodic adjustments in the interest rate. These instruments may also include leveraged inverse floating rate debt instruments, or inverse floaters. The interest rate of an inverse floater resets in the opposite direction from the market rate of interest on a security or interest to which it is related. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest, and is subject to many of the same risks as derivatives. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in their market values. Certain of these investments may be illiquid. The absence of an active secondary market with respect to these investments could make it difficult for a Fund to dispose of a variable or floating rate note if the issuer defaulted on its payment obligation or during periods that a Fund is not entitled to exercise its demand rights, and a Fund could, for these or other reasons, suffer a loss with respect to such instruments.
Warrants and Rights
The 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 to buy the new common stock at a lower price than the public offering price.
When-Issued, Delayed Delivery and Forward Commitment Securities
To reduce the risk of changes in interest rates and securities prices, a Fund may purchase securities on a forward commitment or when-issued or delayed delivery basis, which means delivery and payment take place a number of days after the date of the commitment to purchase. The payment obligation and the interest rate receivable with respect to such purchases are fixed when a Fund enters into the commitment, but a Fund does not make payment until it receives delivery from the counterparty. The Adviser will commit to purchase such securities only with the intention of actually acquiring the securities, but the Adviser may sell these securities before the settlement date if it is deemed advisable.
Securities purchased on a forward commitment or when-issued or delayed delivery basis are subject to changes in value, generally changing in the same way, i.e. , appreciating when interest rates decline and depreciating when interest rates rise, based upon the publics perception of the creditworthiness of the issuer and changes, real or
55
anticipated, in the level of interest rates. Securities so purchased may expose a Fund to risks because they may experience such fluctuations prior to their actual delivery. Purchasing securities on a when-issued or delayed delivery basis can involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself. Purchasing securities on a forward commitment or when-issued or delayed delivery basis when the Adviser is fully or almost fully invested may result in greater potential fluctuation in the value of a Funds net assets. In addition, there is a risk that securities purchased on a when-issued or delayed delivery basis may not be delivered and that the purchaser of securities sold by a Fund on a forward commitment basis will not honor its purchase obligation. In such cases, a Fund may incur a loss.
Zero-Coupon Securities
The Funds may invest in 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 RIC 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 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.
TEMPOR ARY DEFENSIVE POSITIONS
Each Fund has the flexibility to respond promptly to changes in market and economic conditions. In the interest of preserving shareholders capital, AlphaSimplex, Loomis Sayles and Gateway 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) and/or invest up to 100% of its assets in cash, 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 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 and may invest any portion of its assets in money market or other short-term high-quality instruments.
Each of the Gateway Funds and Loomis Sayles Funds 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 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. Due to the short term nature of the ASG Funds investment portfolios, the ASG Funds do not calculate portfolio turnover rates.
While it is impossible to predict with certainty, the Loomis Sayles Funds expect to have significant portfolio turnover. The rate of portfolio turnover will depend upon market and other conditions, and it will not be a limiting factor when Loomis Sayles believes that portfolio changes are appropriate.
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Generally, the ASG Funds and Gateway Fund 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 each Funds Adviser believes that portfolio changes are appropriate.
PORT FOLIO HOLDINGS INFORMATION
Each Trusts 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 ga.natixis.com. Generally, full portfolio holdings information will not be posted until it is aged for at least 7 days for Diversifying Strategies Fund, Global Alternatives Fund and Managed Futures Strategy Fund and 30 days for Gateway Fund, Absolute Strategies Fund and Multi-Asset Real Return Fund. A list of the Loomis Sayles Funds top 10 holdings will generally be available on a monthly basis within 7 business days after month-end. 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 that 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 6 days after month-end) (ASG Funds and Loomis Sayles Funds only); 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 ISS and Glass Lewis & Co., LLC as part of the proxy voting administration and research services, respectively, provided to the Advisers and Subadvisers of the Funds (votable portfolio holdings of issuers as of record date for shareholder meetings); |
(4) | Disclosure to employees of each Adviser, Subadviser, principal underwriter, administrator, custodian, financial printer, Fund accounting agent, independent registered public accountants, 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; |
(5) | Disclosure to Natixis Global Asset Management (NGAM), in its capacity as the seed capital investor for the Fund, in order to satisfy certain reporting obligations to its parent company and for its own risk management purposes; provided that NGAM agrees to maintain its seed capital in the Fund for a set period and does not effect a redemption of Fund shares while in possession of information that is not publicly available to other investors in the Fund. For the ASG Funds and Loomis Sayles Funds, NGAM and its parent utilize a third-party service provider, Aptimum Formation Développement (Aptimum), to assist with their analysis of risk. Any sharing of holdings information with Aptimum is subject to a confidentiality agreement; and |
(6) | 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 (5) above, disclosure is made pursuant to procedures that have been approved by the Board of Trustees, and may be made by employees of each Funds Adviser, Subadviser, administrator or
57
custodian. With respect to (6) 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 purposes of performing certain functions related to the production of the Funds semiannual financial statements, quarterly Form N-Q filings and other related items, Ernst & Young LLP (annually, or more frequently as needed, disclosure of foreign equity securities) for the purpose of performing certain functions related to the production of the Funds federal income and excise tax returns, and for the ASG Funds, Advent Software, Inc. (daily, disclosure of full portfolio holdings) for the purpose of performing certain electronic reconciliations with respect to the Money Market Portion of each ASG Fund, Electra Information Systems, Inc. (daily disclosure of full portfolio holdings) for the purpose of performing certain electronic reconciliations of portfolio holdings of the Funds, Barclays Capital (periodic disclosure of full portfolio holdings) for the purpose of performing analytics and scenario analysis, Yield Book (periodic disclosure of full portfolio holdings) for the purpose of performing certain portfolio analytics for the Adviser, Bloomberg (daily disclosure of full portfolio holdings, provided next business day) for the purpose of performing attribution analysis for Absolute Strategies Fund and Multi-Asset Real Return Fund, chartered accountants in India (daily disclosure of securities trades of India-based issuers, provided the next business day) for the purpose of performing certain duties for compliance with the India Income-Tax Act, and the Board of Directors of the Loomis Sayles Multi-Asset Real Return Cayman Fund Ltd. (Cayman Vehicle) (quarterly disclosure of full Cayman Vehicle portfolio holdings) for the purpose of its oversight of the Cayman Vehicle. Although each 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 the Funds chief compliance officer regarding any material issues concerning the Funds disclosure of portfolio holdings or from officers of the Funds in connection with proposed new exceptions or new disclosures pursuant to item (6) 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, the Funds and the Advisers fiduciary duty to shareholders, and the Funds 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 Funds Adviser and/or Subadviser or by any affiliated person of the Adviser and/or Subadviser.
Each Trust is governed by a Board of Trustees, which is responsible for generally overseeing the conduct of Fund business. 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 the 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 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, as defined in the 1940 Act of the relevant Trust. The following table provides information about the members of the Board of Trustees of the Trust, including information about their principal occupations during the past five years, information about other directorships held at public
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companies, and a summary of the experience, qualifications, attributes or skills that led to the conclusion that the Trustee should serve as such. Unless otherwise indicated, the address of all persons below is 399 Boylston Street, Boston, MA 02116.
Name and Year of Birth |
Position(s) Held with the Trusts, Length of Time Served and Term of Office* |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years |
Experience, Qualifications, Attributes, Skills for Board Membership |
||||
INDEPENDENT TRUSTEES |
||||||||
Graham T. Allison, Jr. (1940) |
Trustee
Since 1995 for Natixis Funds Trust II and since 2007 for Gateway Trust
Contract Review and Governance Committee Member |
Douglas Dillon Professor and Director of the Belfer Center for Science and International Affairs, John F. Kennedy School of Government, Harvard University |
44
Director, Taubman Centers, Inc. (real estate investment trust) |
Significant experience on Board of Trustees of the Trust and/or other business organizations; government experience (including as Assistant Secretary of Defense under President Clinton); academic experience | ||||
Charles D. Baker 1 (1956) |
Trustee
From 2005 to 2009 for Natixis Funds Trust II, from 2007 to 2009 for Gateway Trust and since 2011
Contract Review and Governance Committee Member |
Executive in Residence at General Catalyst Partners (venture capital and growth equity firm); formerly, President and Chief Executive Officer, Harvard Pilgrim Health Care (health plan) | 44 | Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience including president and chief executive officer of a corporation | ||||
Edward A. Benjamin (1938) |
Trustee
Since 2003 for Natixis Funds Trust II and since 2007 for Gateway Trust
Chairman of the Contract Review and Governance Committee |
Retired |
44
Formerly, Director, Precision Optics Corporation (optics manufacturer) |
Significant experience on Board of Trustees of the Trust and/or other business organizations; significant experience providing legal counsel to boards, funds, advisers and other financial institutions (former partner at Ropes & Gray LLP) |
59
Daniel M. Cain (1945) |
Trustee
Since 1996 for Natixis Funds Trust II and since 2007 for Gateway Trust
Contract Review and Governance Committee Member |
Chairman (formerly, President and Chief Executive Officer) of Cain Brothers & Company, Incorporated (investment banking) |
44
Director, Sheridan Healthcare Inc. (physician practice management) |
Significant experience on Board of Trustees of the Trust and/or other business organizations; experience in the financial industry, including roles as chairman and former chief executive officer of an investment banking firm | ||||
Kenneth A. Drucker (1945) |
Trustee
Since 2008
Chairman of the Audit Committee |
Formerly, Vice President and Treasurer, Sequa Corp. (aerospace, automotive and metal manufacturing) |
44
Formerly, Director, M Fund, Inc. (investment company); Director, Gateway Trust (investment company) |
Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience including as treasurer of a corporation | ||||
Wendell J. Knox (1948) |
Trustee
Since 2009
Audit Committee Member |
Director (formerly, President and Chief Executive Officer) of Abt Associates Inc. (research and consulting) |
44
Director, Eastern Bank (commercial bank); Director, The Hanover Insurance Group (property and casualty insurance) |
Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience including roles as president and chief executive officer of a consulting company | ||||
Sandra O. Moose (1942) |
Chairperson of the Board of Trustees since November 2005
Trustee
Since 1993 for Natixis Funds Trust II and since 2007 for Gateway Trust
Ex officio member of the Audit Committee and Contract Review and Governance Committee |
President, Strategic Advisory Services (management consulting); formerly, Senior Vice President and Director, The Boston Consulting Group, Inc. (management consulting) |
44
Director, Verizon Communications; Director, AES Corporation (international power company); Formerly, Director, Rohm and Haas Company (specialty chemicals) |
Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience at a management consulting company |
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Erik R. Sirri (1958) |
Trustee
Since 2009
Contract Review and Governance Committee Member |
Professor of Finance at Babson College; formerly, Director of the Division of Trading and Markets at the Securities and Exchange Commission |
44
None |
Experience as Director of the Division of Trading and Markets at the Securities and Exchange Commission; academic experience and training as an economist | ||||
Peter J. Smail (1952) |
Trustee
Since 2009
Contract Review and Governance Committee Member |
Retired; formerly, President and Chief Executive Officer of Pyramis Global Advisors (investment management) |
44
None |
Mutual fund industry and executive experience, including roles as president and chief executive officer for an investment adviser | ||||
Cynthia L. Walker (1956) |
Trustee
Since 2005 for Natixis Funds Trust II and since 2007 for Gateway Trust
Audit Committee Member |
Deputy Dean for Finance and Administration, Yale University School of Medicine; formerly, Executive Dean for Administration, Harvard Medical School; and formerly, Dean for Finance and Chief Financial Officer, Harvard Medical School |
44
None |
Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience in a variety of academic organizations, including roles as dean for finance and administration | ||||
INTERESTED TRUSTEES |
||||||||
Robert J. Blanding 2 (1947) 555 California Street San Francisco, CA 94104 |
Trustee
Since 2003 |
President, Chairman, Director and Chief Executive Officer, Loomis, Sayles & Company, L.P. |
44
None |
Significant experience on Board of Trustees of the Trust; continuing service as president, chairman, and chief executive officer of Loomis, Sayles & Company, L.P. | ||||
David L. Giunta 1, 3 (1965) |
Trustee
Since 2011
President and Chief Executive Officer
Since 2008 |
President and Chief Executive Officer, Natixis Distribution Corporation, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P.; formerly |
44
None |
Experience on Board of Trustees of the Trust; continuing experience as President and Chief Executive Officer of Natixis Global Associates U.S. |
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* | Each trustee serves until retirement, resignation or removal from the Board of Trustees. The current retirement age is 72; however, the trustees designated 2010 as a transition period so that any trustees who were age 72 or older during 2010 will not be required to retire until the end of calendar year 2011. 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 November 20, 2009. |
** | The trustees of the Trusts serve as trustees of a fund complex that includes all series of the Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV and Gateway Trust (collectively, the Natixis Funds Trusts), Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the Loomis Sayles Funds Trusts), and Hansberger International Series (collectively, the Fund Complex). |
1 |
Mr. Baker and Mr. Giunta were appointed as trustees effective January 1, 2011. |
2 |
Mr. Blanding is deemed an interested person of the Trusts because he holds the following positions with an affiliated person of the Trust: President, Chairman, Director and Chief Executive Officer of Loomis, Sayles & Company, L.P. |
3 |
Mr. Giunta is deemed an interested person of the Trusts because he holds the following positions with an affiliated person of the Trust: President and Chief Executive Officer, Natixis Distribution Corporation, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P. |
4 |
Mr. Hailer is deemed an interested person of the Trusts because he holds the following positions with an affiliated person of the Trust: President and Chief Executive OfficerU.S. and Asia, Natixis Global Asset Management, L.P. |
Name and Year of Birth |
Position(s) Held with the Trusts |
Term of Office* and Length of Time Served |
Principal Occupation During Past 5 Years** |
|||
OFFICERS OF THE TRUSTS |
||||||
Coleen Downs Dinneen (1960) |
Secretary, Clerk and Chief Legal Officer | Since September 2004 | Executive Vice President, General Counsel, Secretary and Clerk (formerly, Senior Vice President, Deputy General Counsel, Assistant Secretary and Assistant Clerk), Natixis Distribution Corporation, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P. | |||
Russell L. Kane (1969) |
Chief Compliance Officer, Assistant Secretary and Anti-Money Laundering Officer | Chief Compliance Officer since May 2006; Assistant Secretary since June 2004; and Anti-Money Laundering Officer since | Chief Compliance Officer for Mutual Funds, Senior Vice President, Deputy General Counsel, Assistant Secretary and Assistant Clerk, Natixis |
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April 2007 | Distribution Corporation, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P. | |||||
Michael C. Kardok (1959) |
Treasurer, Principal Financial and Accounting Officer | Since October 2004 | Senior Vice President, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P. |
* | 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 Fund Complex. 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 trustees or officers current position with such entity. |
Qualifications of Trustees
The preceding tables provide an overview of the considerations that led the Board to conclude that each individual serving as a trustee of the Trusts should so serve. The current members of the Board have joined the Board at different points in time. Generally, no one factor was determinative in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individuals knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the individual as a director or senior officer of other public companies; (iii) the individuals educational background; (iv) the individuals reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the individual, and the extent to which such expertise would complement the Boards existing mix of skills and qualifications; (vi) the individuals perceived ability to contribute to the ongoing functions of the Board, including the individuals ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the individuals ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) such other factors as the Board determined to be relevant in light of the existing composition of the Board and any anticipated vacancies or other transitions. Each trustees professional experience and additional considerations that contributed to the Boards conclusion that an individual should serve on the Board are summarized in the tables above.
Leadership and Structure of the Board
The Board of Trustees is led by the Chairperson of the Board, who is an Independent Trustee. The Board of Trustees currently consists of thirteen trustees, ten of whom are Independent Trustees. The trustees have delegated significant oversight authority to the two standing committees of the Trusts, the Audit Committee and Contract Review and Governance Committee, both of which consist solely of Independent Trustees. These committees meet separately and at times jointly, with the joint meetings intended to educate and involve all Independent Trustees in significant committee-level topics. As well as handling matters directly, the committees raise matters to the Board of Trustees for consideration. In addition to the oversight performed by the committees and the Board of Trustees, the Chairperson of the Board and the chairpersons of each committee interact frequently with management regarding topics to be considered at Board and committee meetings as well as items arising between meetings. At least once a year the Board of Trustees reviews its governance structure. The Board of Trustees believes its leadership structure is appropriate and effective in that it allows for oversight at the committee or board level, as the case may be, while facilitating communications among the trustees and between the Board and Fund management.
The Contract Review and Governance Committee of the Trusts considers matters relating to advisory, subadvisory and distribution arrangements, potential conflicts of interest between a Funds Adviser and the Trusts, and governance matters relating to the Trusts. During the fiscal year ended December 31, 2010, 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 Asset
63
Management Advisors, L.P., 399 Boylston Street, 12 th Floor, Boston, MA 02116. This written communication must (i) be signed by the shareholder, (ii) include the name and address of the shareholder, (iii) identify the 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 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 Funds). A recommendation for trustee nomination shall be kept on file and considered by the Board for six (6) months from the date of receipt, after which the recommendation shall be considered stale and discarded. The recommendation must contain sufficient background information concerning the trustee candidate to enable a proper judgment to be made as to the candidates qualifications.
The Contract Review and Governance Committee has not established specific, minimum qualifications that must be met by an individual to be recommended for nomination as an Independent Trustee. When identifying an individual to potentially fill a vacancy on a Funds Board, the Contract Review and Governance Committee may seek referrals from a variety of sources, including current trustees, management of the Trusts, Fund counsel, and counsel to the trustees, as well as shareholders of the Funds in accordance with the procedures described above. In evaluating candidates for a position on the Board, the Contract Review and Governance Committee may consider a variety of factors, including (i) the nominees knowledge of the mutual fund industry; (ii) any experience possessed by the nominee as a director or senior officer of a financial services company or a public company; (iii) the nominees educational background; (iv) the nominees 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 Boards existing mix of skills and qualifications; (vi) the nominees perceived ability to contribute to the ongoing functions of the Board, including the nominees ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the nominees ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) such other factors as the Committee may request in light of the existing composition of the Board and any anticipated vacancies or other transitions.
The Audit Committee of the Trusts consists solely of Independent Trustees and considers matters relating to the scope and results of the Trusts audits and serves as a forum in which the independent 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 regulations as well as operational issues relating to the transfer agent, administrator, sub-administrator and custodian. In addition, the Audit Committee implements procedures for receipt, retention and treatment of complaints received by the Fund regarding its accounting, internal accounting controls and the confidential, anonymous submission by officers of the Fund or employees of certain service providers of concerns related to such matters. During the fiscal year ended December 31, 2010, this Committee held four meetings.
The current membership of each committee is as follows:
As chairperson of the Board of Trustees, Ms. Moose is an ex officio member of both Committees.
Boards Role in Risk Oversight of the Funds
The Boards role is one of oversight of the practices and processes of the Funds and their service providers, rather than active management of the Trusts, including in matters relating to risk management. The Board seeks to understand the key risks facing the Funds, including those involving conflicts of interest; how Fund management identifies and monitors these risks on an ongoing basis; how Fund management develops and implements controls to
64
mitigate these risks; and how Fund management tests the effectiveness of those controls. The Board cannot foresee, know, or guard against all risks, nor are the trustees guarantors against risk.
Because the Commodity Subsidiaries are wholly-owned by the ASG Funds and Multi-Asset Real Return Fund, the Board has oversight responsibility for the ASG Funds and Multi-Asset Real Return Funds investment in the Commodity Subsidiaries and the role of the ASG Funds and Multi-Asset Real Return Fund as the sole shareholder of the Commodity Subsidiaries. Like the ASG Funds and Multi-Asset Real Return Fund, the Commodity Subsidiaries may retain service providers to conduct the Commodity Subsidiarys administrative and various other activities. As each is a sole shareholder of its wholly-owned Commodity Subsidiary, each of the ASG Funds and Multi-Asset Real Return Fund (and, thus indirectly, the Board) may indirectly cause certain service providers to be selected for such Commodity Subsidiary.
Periodically, Fund officers provide the full Board with an overview of the enterprise risk assessment program in place at Natixis Advisors and the Distributor, which serve as the administrator of and principal underwriter to the Funds, respectively. Fund officers on a quarterly and annual basis also provide the Board (or one of its standing committees) with written and oral reports on regulatory and compliance matters, operational and service provider matters, organizational developments, product proposals, Fund and internal audit results, and insurance and fidelity bond coverage, along with a discussion of the risks and controls associated with these matters, and periodically make presentations to management on risk issues and industry best practices. Fund service providers, including advisers, sub-advisers, transfer agents and the custodian, periodically provide Fund management and/or the Board with information about their risk assessment programs and/or the risks arising out of their activities. The scope and frequency of these reports vary. Fund officers also communicate with the trustees between meetings regarding material exceptions and other items germane to the Boards risk oversight function.
Pursuant to Rule 38a-1 under the 1940 Act, the Board has appointed a Chief Compliance Officer (CCO) who is responsible for administering the Funds compliance program, including monitoring and enforcing compliance by the Funds and their service providers with the federal securities laws. The CCO has an active role in daily Fund operations and maintains a working relationship with all relevant advisory, compliance, operations and administration personnel for the Funds service providers. On at least a quarterly basis, the CCO reports to the Independent Trustees on significant compliance program developments, including material compliance matters, and on an annual basis, the CCO provides the full Board with a written report that summarizes his review and assessment of the adequacy of the compliance programs of the Funds and their service providers. The CCO also periodically communicates with the Audit Committee members between its scheduled meetings.
Fund Securities Owned by the Trustees
As of December 31, 2010, the trustees had the following ownership in the Funds:
Independent Trustees
Dollar Range of Fund Shares* |
Graham T.
Allison, Jr.** |
Charles D.
Baker*** |
Edward A.
Benjamin** |
Daniel
M. Cain** |
Kenneth
A. Drucker |
Wendell J.
Knox** |
Sandra
O. Moose** |
Erik R.
Sirri |
Peter J.
Smail** |
Cynthia
L. Walker |
||||||||||||||||||||||||||||||
Diversifying Strategies Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||||||||||||||||||||||
Global Alternatives Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||||||||||||||||||||||
Managed Futures Strategy Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||||||||||||||||||||||
Absolute Strategies Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||||||||||||||||||||||
Multi-Asset Real Return Fund |
A | A | A | A | A | A | A | A | A | A | ||||||||||||||||||||||||||||||
Gateway Fund |
A | A | A | A | E | A | A | A | A | A |
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Dollar Range of Fund Shares* |
Graham T.
Allison, Jr.** |
Charles D.
Baker*** |
Edward A.
Benjamin** |
Daniel
M. Cain** |
Kenneth
A. Drucker |
Wendell J.
Knox** |
Sandra
O. Moose** |
Erik R.
Sirri |
Peter J.
Smail** |
Cynthia
L. Walker |
||||||||||||||||||||||||||||||
Aggregate Dollar Range of Fund Shares in Fund Complex Overseen by Trustee | E | E | E | E | E | E | E | E | 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. |
***Mr. | Baker was appointed trustee effective January 1, 2011. |
Interested Trustees
Dollar Range of Fund Shares* |
Robert J. Blanding |
David L. Giunta** |
John T. Hailer |
|||
Diversifying Strategies Fund |
A | A | A | |||
Global Alternatives Fund |
A | A | A | |||
Managed Futures Strategy Fund |
A | A | A | |||
Absolute Strategies Fund |
A | E | A | |||
Multi-Asset Real Return Fund |
A | A | A | |||
Gateway Fund |
A | A | A | |||
Aggregate Dollar Range of Fund Shares in Funds Overseen by Trustee in the Trusts | E | E | E |
*A. None
B. $1 10,000
C. $10,001 $50,000
D. $50,001 $100,000
E. over $100,000
**Mr. | Giunta was appointed trustee effective January 1, 2011. |
Trustee Fees
The Trusts pay no compensation to their officers or to their Interested Trustees.
The Chairperson of the Boards receives a retainer fee at the annual rate of $250,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Each Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $80,000. Each Independent Trustee also receives a meeting attendance fee of $10,000 for each meeting of the Board of Trustees that he or she attends in person and $5,000 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each committee chairman receives an additional retainer fee at the annual rate of $15,000. Each Contract Review and Governance Committee member is compensated $6,000 for each Committee meeting that he or she attends in person and $3,000 for each committee meeting that he or she attends telephonically. Each Audit Committee member is compensated $7,500 for each Committee meeting that he or she attends in person and $3,750 for each meeting he or she attends telephonically. Each member of the ad hoc Committee on Alternative Investments receives a one-time fee of $10,000. The ad hoc Committee on Alternative Investments (Messrs. Benjamin, Cain and Drucker) is not a standing committee. These fees are allocated among the mutual fund portfolios in the Natixis Funds Trusts, Loomis Sayles Funds Trusts, Hansberger International Series and Gateway Trust based on a formula that takes into account, among other factors, the relative net assets of each mutual fund portfolio.
The table below shows the amounts received by the Trustees for serving as a trustee of the Trusts, and also for serving as trustees of the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series during the fiscal year ended December 31, 2010. The table also sets forth, as applicable, pension or retirement benefits accrued as part of fund expenses, as well as estimated annual retirement benefits:
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Compensation Table
For the Fiscal Year Ended December 31, 2010
Aggregate
Compensation from Natixis Funds Trust II* |
Aggregate
Compensation from Gateway Trust** |
Pension or
Retirement Benefits Accrued as Part of Fund Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation from the Fund Complex*** |
||||||||||||||||
INDEPENDENT TRUSTEES |
|
|||||||||||||||||||
Graham T. Allison, Jr. |
$ | 12,256 | $ | 8,634 | $ | 0 | $ | 0 | $ | 165,000 | ||||||||||
Charles D. Baker**** |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
Edward A. Benjamin |
$ | 13,350 | $ | 10,291 | $ | 0 | $ | 0 | $ | 190,000 | ||||||||||
Daniel M. Cain |
$ | 12,826 | $ | 10,346 | $ | 0 | $ | 0 | $ | 185,000 | ||||||||||
Kenneth A. Drucker |
$ | 11,774 | $ | 9,503 | $ | 0 | $ | 0 | $ | 170,000 | ||||||||||
Wendell J. Knox |
$ | 12,256 | $ | 8,634 | $ | 0 | $ | 0 | $ | 165,000 | ||||||||||
Sandra O. Moose |
$ | 2,905 | $ | 20,119 | $ | 0 | $ | 0 | $ | 250,000 | ||||||||||
Erik R. Sirri |
$ | 12,256 | $ | 8,634 | $ | 0 | $ | 0 | $ | 165,000 | ||||||||||
Peter J. Smail |
$ | 12,025 | $ | 8,295 | $ | 0 | $ | 0 | $ | 159,000 | ||||||||||
Cynthia L. Walker |
$ | 11,249 | $ | 8,689 | $ | 0 | $ | 0 | $ | 160,000 | ||||||||||
INTERESTED TRUSTEES |
||||||||||||||||||||
John T. Hailer |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
Robert J. Blanding |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
David L. Giunta***** |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
* | Amounts include payments deferred by trustees for the fiscal year ended December 31, 2010, with respect to the Trusts. The total amount of deferred compensation accrued for Natixis Funds Trust II as of December 31, 2010 for the trustees is as follows: Allison ($212,068), Benjamin ($62,200), Cain ($69,573), Knox ($19,041), Sirri ($13,537) and Walker ($36,350). |
** | Amounts include payments deferred by trustees for the fiscal year ended December 31, 2010, with respect to the Trusts. The total amount of deferred compensation accrued for Gateway Trust as of December 31, 2010 for the trustees is as follows: Allison ($29,751), Benjamin ($37,762), Cain ($13,645), Knox ($14,572), Sirri ($9,752) and Walker ($31,704). |
*** | Total compensation represents amounts paid during the fiscal year ended December 31, 2010 to a Trustee for serving on the board of trustees of eight (8) trusts with a total of forty-five (45) funds as of December 31, 2010. |
**** | Mr. Baker served as a trustee until his resignation on December 4, 2009 and was reappointed trustee effective January 1, 2011. |
***** | Mr. Giunta was appointed as trustee effective January 1, 2011. |
The Natixis Funds Trusts and Loomis Sayles Funds Trusts 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.
Management Ownership
As of April 1, 2011, the officers and Trustees of the Trusts collectively owned less than 1% of the then outstanding shares of the Funds and the Trusts.
Code of Ethics
The Trusts, AlphaSimplex, Loomis Sayles, Gateway, the Subadviser 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 SECs EDGAR database which can be accessed through www.sec.gov.
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Proxy Voting Policies
The Boards 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, decisions regarding the voting of proxies are to be made solely in the interest of the Funds and their shareholders.
AlphaSimplex and Reich & Tang
Reich & Tang is responsible for voting proxies with respect to securities in the Money Market Portion of the ASG Funds portfolio and AlphaSimplex is responsible for voting proxies with respect to securities other than those in the Money Market Portion of the ASG Funds portfolio. Each of Reich & Tang and the AlphaSimplex is responsible for maintaining certain records and reporting to the Audit Committee of Natixis Funds Trust II in connection with the voting of proxies.
AlphaSimplex. The Adviser believes that proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. However, the Adviser expects that the securities in which it will invest on behalf of the Funds ( e.g. , futures and forwards) will not have voting rights, and therefore, the Adviser does not expect to vote proxies for securities held by the Funds. If the Adviser does vote proxies with respect to the Funds investments, it will vote in a manner that is consistent with what it believes to be the best interests of the Funds.
Reich & Tang. Reich & Tang has adopted Proxy Voting Policies and Procedures that are designed to ensure that Reich & Tang votes proxies in the best interests of its clients. These policies and procedures also require that Reich & Tang identify and address any conflicts of interest between the firm and its clients. If a material conflict of interest exists, then Reich & Tang will determine whether voting in accordance with the guidelines set forth in the policies and procedures is in the best interests of the clients and, if not, it will take other appropriate action. Reich & Tang generally votes in favor of routine corporate housekeeping proposals, including the election of directors (where no corporate governance issues are implicated), and against proposals that primarily benefit management. Generally, Reich & Tang will vote against proposals that make it more difficult to replace members of a board of directors.
Loomis Sayles and Gateway
Under the Guidelines, the responsibility for voting proxies generally is delegated to the 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 the Funds investments that are managed by the 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 Fund and the Funds administrator the records and information maintained by the Adviser under the Guidelines.
Loomis Sayles. 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 and/or analysis to Loomis Sayles based on the Proxy Voting Services 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 clients 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 the Funds holding the security, and will be voted in the best investment interests of the Funds. 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 or the portfolio manager of the Funds holding the security. Loomis Sayles
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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 updating 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 Funds 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.
Gateway. Gateway has formally adopted ISS Governance Services (ISS) proxy voting guidelines to determine how each issue on proxy ballots is to be voted and has appointed ISS (a subsidiary of RiskMetrics Group) as its proxy agent to recommend how to vote each proxy as well as administer the voting of proxies on behalf of Gateway. The Trustees review these proxy policies and voting procedures on an annual basis. ISS has developed its US Proxy Voting Manual, which provides guidelines for proxy voting that are designed to serve the best interests of investors. These guidelines outline the rationale for determining how particular issues should be voted. Gateway has instructed ISS to vote in accordance with the guidelines unless the following conditions apply:
|
Gateways portfolio management team has decided to override the ISSs vote recommendation for the Fund based on its own determination that the Funds shareholders would best be served with a vote contrary to the ISS recommendation. Such decision(s) are documented by Gateway and communicated to ISS and to the Board; |
|
ISS does not give a vote recommendation, in which case Gateway will independently determine how a particular issue should be voted. In these instances, Gateway, through its portfolio management team, documents the reason(s) used in determining a vote and communicates Gateways voting instruction to ISS. Gateway will generally seek to vote in accordance with ISSs guidelines; or |
|
If voting on any particular security compromises Gateways ability to later transact in such security ( e.g. , shareblocking practices) or if, in Gateways judgment, the expected cost associated with the vote exceeds the expected benefits of the vote ( e.g. , non-U.S. security restrictions), then Gateway will abstain from voting on a particular security. |
Information regarding how the Diversifying Strategies Fund, Global Alternatives Fund and Gateway Fund voted proxies related to their portfolio securities during the 12-month period ending June 30, 2010 is available without charge (i) by calling toll-free at 800-225-5478, (ii) through the Funds website, ga.natixis.com and (iii) on the SECs website at www.sec.gov.
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INVEST MENT ADVISORY AND OTHER SERVICES
Information About the Organization and Ownership of the Advisers and Subadviser
Natixis Advisors , formed in 1995, is a limited partnership owned by Natixis Global Asset Management, L.P. (Natixis US).
Natixis US is part of Natixis Global Asset Management, an international asset management group based in Paris, France, that is in turn owned by Natixis, a French investment banking and financial services firm. Natixis is principally owned by BPCE, Frances second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse dEpargne regional savings banks and the Banque Populaire regional cooperative banks. The registered address of Natixis is 30, avenue Pierre Mendès France, 75013 Paris, France. The registered address of BPCE is 50, avenue Pierre Mendès France, 75013 Paris, France.
The 14 principal subsidiary or affiliated asset management firms of Natixis US collectively had over $290 billion in assets under management or administration as of December 31, 2010.
AlphaSimplex Group, LLC, located at One Cambridge Center, Cambridge, Massachusetts 02142, serves as investment adviser to the ASG Funds. The Adviser, a Delaware limited liability company founded in 1999, served as investment manager, adviser, or sub-adviser with respect to assets of $1.41 billion as of December 31, 2010. The Adviser currently acts as investment manager or sub-adviser of four registered investment companies and two privately-offered funds. AlphaSimplex, a registered investment adviser, is a subsidiary of Natixis US.
Gateway Investment Advisers, LLC, located at 312 Walnut Street, 35 th Floor, Cincinnati, Ohio 45202, serves as adviser to the Gateway Fund. The Adviser is a subsidiary of Natixis US. The Adviser is the successor in interest to Gateway Investment Advisers, L.P., which is in turn the successor in interest to an investment adviser organized in 1977. The Adviser had approximately $7.7 billion in assets under management as of December 31, 2010. The Adviser makes investment decisions for the Gateway Fund.
Loomis, Sayles & Company, L.P., located at One Financial Center, Boston, Massachusetts, 02111, serves as adviser to the Loomis Sayles Funds and is a subsidiary of Natixis US. Loomis 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 Loomis Sayles Funds portfolio as well as numerous other institutional and individual clients to which Loomis Sayles provides investment advice. Loomis Sayles is one of the oldest investment advisory firms in the United States with over $151.6 billion in assets under management as of December 31, 2010.
Reich & Tang Asset Management, LLC, located at 1411 Broadway, 28 th Floor, New York, New York 10018, serves as subadviser to the ASG Funds. The Subadviser, a Delaware limited liability company founded in 1970, served as investment manager, adviser, or sub-adviser with respect to assets aggregating approximately $11.9 billion as of December 31, 2010, and currently acts as investment manager or sub-adviser of eleven registered investment companies of which it acts as administrator for six, and advises pension trusts, profit-sharing trusts and endowments. Reich & Tang, a registered investment adviser, is also a subsidiary of Natixis US.
Advisory and Subadvisory Agreements
Each Funds advisory agreement with its Adviser 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 Trust and certain administrative services. The Adviser may delegate certain administrative services to its affiliates. 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 the applicable Funds assets in accordance with its investment objectives and policies. In addition, the ASG Funds and Multi-Asset Real Return Funds wholly-owned subsidiaries have entered into separate advisory agreements with the applicable Adviser that provide that the
70
Adviser will be responsible for providing portfolio management services to the ASG Funds and Multi-Asset Real Return Funds wholly-owned subsidiaries, which the Adviser may delegate to one or more subadvisers.
The Funds or their wholly-owned subsidiaries, as the case may be, pay all expenses not borne by the Adviser or Subadviser including, but not limited to, the charges and expenses of custodian and transfer agents, independent registered public accountants and legal counsel for the Funds, their wholly-owned subsidiaries and 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 their 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 Adviser or its affiliates, other than affiliated registered investment companies. Certain expenses may be allocated differently among the Funds Class A and Class C shares, on the one hand, and Class Y shares on the other hand. See the section Description of the Trusts below.
The advisory agreements and subadvisory agreements of the applicable Fund and the advisory agreements and subadvisory agreements of the applicable Funds wholly-owned subsidiary, respectively, provide that they will continue in effect for two years from the date of execution and thereafter from year to year if their respective continuance is approved at least annually (i) by the Board of Trustees of the Trusts 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.
The advisory agreements and subadvisory agreement of the applicable Fund and the advisory agreement and subadvisory agreement of the applicable Funds wholly-owned subsidiary, respectively, 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 Fund, upon 60 days written notice, or by the Adviser upon 90 days written notice, and each terminates automatically in the event of its assignment (as defined in the 1940 Act). The subadvisory agreement also may be terminated by the Subadviser upon 90 days notice, and automatically terminates upon termination of the advisory agreement.
The advisory agreement and subadvisory agreement of the applicable Fund and the advisory agreement and subadvisory agreement of the applicable Funds wholly-owned subsidiary, respectively, provide that the Adviser or Subadviser shall not be subject to any liability in connection with the performance of their respective services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of their obligations and duties.
The Adviser oversees the portfolio management services provided to the applicable Fund and to the applicable Funds wholly-owned subsidiary, respectively, by the Subadviser. Subject to the review of the Board of Trustees, the Adviser monitors the Subadviser to assure that the Subadviser is managing the applicable portions of the assets of the Fund and its wholly-owned subsidiary consistently with the Funds investment objective and restrictions and applicable laws and guidelines, including, but not limited to, compliance with the diversification requirements set forth in the 1940 Act and Subchapter M of the Code. The Adviser will provide, or cause the Funds custodian and the custodian of its wholly-owned subsidiary to provide, information to the Subadviser regarding the composition of assets of the Fund and the assets of its wholly-owned subsidiary and the assets to be invested and reinvested by the Subadviser. The Adviser does not determine which securities will be purchased or sold for the Fund or for its wholly-owned subsidiary with respect to the Money Market Portion of the portfolio of the Fund or portion of the portfolio of its wholly-owned subsidiary, overseen by the Subadviser.
The Adviser may terminate any subadvisory agreement without shareholder approval. In such case, the Adviser will either manage the Funds assets itself or, subject to the receipt of any necessary shareholder approvals, retain one or more subadvisers to manage some or all of the Funds assets.
Distribution Agreements and Rule 12b-1 Plans
Under a separate agreement with each Fund, the Distributor serves as the principal distributor of each class of shares of the Funds. The Distributors principal business address is 399 Boylston Street, Boston, Massachusetts 02116. Under these agreements (the Distribution Agreements), 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
71
available through advertising and other means and the cost of printing and mailing Prospectuses to persons other than shareholders. The Funds pay the cost of registering and qualifying their shares under state and federal securities laws and distributing Prospectuses to existing shareholders.
The Distributor is paid by each Fund the service and distribution fees described in the Prospectuses. The Distributor may, at its discretion, reallow the entire sales charge imposed on the sale of Class A and Class C shares of the Funds to investment dealers from time to time. The SEC is of the view that dealers receiving all or substantially all of the sales charge may be deemed underwriters of each Funds shares.
Each of the Funds has adopted Rule 12b-1 plans (the Plans) for its Class A and Class C shares which, among other things, permit it to pay the Distributor monthly fees out of its net assets. These fees consist of a service fee and a distribution fee. Any such fees that are paid by a distributor to securities dealers are known as trail commissions. Pursuant to Rule 12b-1 under the 1940 Act, each Plan was approved by the shareholders of each Fund, and (together with the related Distribution Agreement) by each Board of Trustees, including a majority of the Independent Trustees of the Trust.
Under the Plans, each Fund pays the Distributor a monthly service fee at an annual rate not to exceed 0.25% of each Funds average daily net assets attributable to the Class A and Class C shares. In the case of Class C shares, the Distributor retains the first years service fee of 0.25% assessed against such shares. For Class A and, after the first year, for Class C shares, the Distributor may pay up to the entire amount of this fee to securities dealers who are dealers of record with respect to each Funds shares, on a quarterly basis, unless other arrangements are made between the Distributor and the securities dealer, for providing personal services to investors in shares of each Fund and/or the maintenance of shareholder accounts. This service fee will accrue to securities dealers of record immediately with respect to reinvested income dividends and capital gain distributions of each Funds Class A shares.
The service fee on Class A shares may be paid only to reimburse the Distributor for expenses of providing personal services to investors, including, but not limited to, (i) expenses (including overhead expenses) of the Distributor for providing personal services to investors in connection with the maintenance of shareholder accounts and (ii) payments made by the Distributor to any securities dealer or other organization (including, but not limited to, any affiliate of the Distributor) with which the Distributor has entered into a written agreement for this purpose, for providing personal services to investors and/or the maintenance of shareholder accounts, which payments to any such organization may be in amounts in excess of the cost incurred by such organization in connection therewith.
Each Funds Class C shares also pay the Distributor a monthly distribution fee at an annual rate of 0.75% of the average net assets of each Funds Class C shares. The Distributor retains the 0.75% distribution fee assessed against Class C shares during the first year of investment. After the first year for Class C shares, the Distributor may pay up to the entire amount of this fee to securities dealers who are dealers of record with respect to each Funds shares, as distribution fees in connection with the sale of the Funds shares on a quarterly basis, unless other arrangements are made between the Distributor and the securities dealer. As stated in the Prospectuses, investors will not be permitted to purchase $1,000,000 or more of Class C shares as a single investment per account.
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 Trust shall be committed to the discretion of such Trustees.
Fees paid by Class A or Class C shares of any Fund may indirectly support sales and servicing efforts relating to shares of the other series of the Natixis Funds Trusts or the Loomis Sayles Funds Trusts. In reporting its expenses to the trustees, the Distributor itemizes expenses that relate to the distribution and/or servicing of a single funds shares, and allocates other expenses among the relevant funds based on their relative net assets. Expenses allocated
72
to each fund are further allocated among its classes of shares annually based on the relative sales of each class, except for any expenses that relate only to the sale or servicing of a single class.
The Distributor has entered into selling agreements with investment dealers, including affiliates of the Distributor, for the sale of the Funds shares. As described in more detail below, the Distributor, the Adviser and their affiliates may, at their expense, pay additional amounts to dealers who have selling agreements with the Distributor. Class Y shares of the Funds may be offered by registered representatives of certain affiliates who are also employees of Natixis US and may receive compensation from the Adviser with respect to sales of Class Y shares.
The Distribution Agreements may be terminated at any time on 60 days notice to the Distributor without payment of any penalty, by either vote of a majority of the outstanding voting securities or by vote of a majority of the Independent Trustees. The Distribution Agreements may be terminated at any time on 90 days, written notice to the Trusts, without payment of any penalty.
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 cast in person at a meeting called for that purpose and (ii) by the vote of the Board of Trustees or by a vote of a majority of the outstanding securities of a Fund (or the relevant class, in the case of the Plans).
With the exception of the Distributor, its affiliated companies and those Trustees that are not Independent Trustees, no interested person of the Trusts or any trustee of the Trusts had any direct or indirect financial interest in the operation of the Plans or any related agreement. Benefits to the Funds and their shareholders resulting from the Plans are believed to include (1) enhanced shareholder service, (2) asset retention, and (3) enhanced portfolio management opportunities and bargaining position with third-party service providers and economies of scale arising from having asset levels higher than they would be if the Plans were not in place.
The Distributor also acts as principal distributor for Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II (except Class J shares of the Loomis Sayles Investment Grade Bond Fund), and Hansberger International Series. The address of the Distributor is 399 Boylston Street, Boston, Massachusetts 02116.
The portion of the various fees and expenses for Class A and Class C shares that are paid (reallowed) to securities dealers are
Class A
Cumulative Investment |
Maximum
(% of offering price) |
Maximum
Reallowance or Commission (% of offering price) |
Maximum First Year Service Fee (% of net investment) |
Maximum First Year Compensation (% of offering price) |
||||||||||||
Less than $50,000 |
5.75 | % | 5.00 | % | 0.25 | % | 5.25 | % | ||||||||
$50,000 $99,999 |
4.50 | % | 4.00 | % | 0.25 | % | 4.25 | % | ||||||||
$100,000 $249,999 |
3.50 | % | 3.00 | % | 0.25 | % | 3.25 | % | ||||||||
$250,000 $499,999 |
2.50 | % | 2.15 | % | 0.25 | % | 2.40 | % | ||||||||
$500,000 $999,999 |
2.00 | % | 1.70 | % | 0.25 | % | 1.95 | % | ||||||||
Investments of $1 Million or More (1) |
||||||||||||||||
First $3 million |
None | 1.00 | % | 0.25 | % | 1.25 | % | |||||||||
Excess over $3 million |
None | 0.50 | % | 0.25 | % | 0.75 | % | |||||||||
Investments with No Sales Charge (2) |
None | 0.00 | % | 0.25 | % | 0.25 | % |
(1) |
Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers or market declines. For example, if a shareholder has accumulated investments in excess of $3 million and subsequently redeems all or a portion of the |
73
account(s), purchases following the redemption will generate a dealer commission of 0.50%. |
(2) |
Refers to any investments made by investors not subject to a sales charge as described in the Prospectuses for Class A and Class C shares in the section How
|
Class C
Class C service fees are payable regardless of the amount of the Distributors related expenses. The portion of the various fees and expenses for Class C shares of the Fund that are paid to securities dealers are shown below:
Investment |
Maximum Front- End Sales Charge Paid by
Investors
|
Maximum
Reallowance or Commission (% of offering price) |
Maximum First Year Service Fee (% of net investment) |
Maximum First Year Compensation (% of offering price) |
||||||||||||
All amounts for Class C |
none | 1.00 | % | 0.00 | % | 1.00 | % |
As described in the Prospectuses, each purchase or sale of shares is effected at the NAV next determined after an order is received, less any applicable sales charge. The sales charge is allocated between the investment dealer and the Distributor, as indicated in the tables above. The Distributor receives the contingent deferred sales charge (the CDSC). Proceeds from the CDSC on Class A and C shares are paid to the Distributor and are used by the Distributor to defray the expenses for services the Distributor provides the Trusts. The Distributor may, at its discretion, pay (reallow) the entire sales charge imposed on the sale of Class A shares to investment dealers from time to time.
For new amounts invested at NAV by an eligible governmental authority, the Distributor may, at its expense, pay investment dealers a commission of 0.025% of the average daily net assets of an account at the end of each calendar quarter for up to one year. These commissions are not payable if the purchase represents the reinvestment of redemption proceeds from any other Natixis Fund or if the account is registered in street name.
The Funds may pay fees to intermediaries such as banks, broker-dealers, financial advisors or other financial institutions for sub-administration, sub-transfer agency and other services, including, but not limited to, recordkeeping, shareholder or participant reporting or shareholder or participant recordkeeping (recordkeeping and processing-related services) associated with shareholders whose shares are held of record in omnibus, other group accounts (for example, 401(k) plans) or accounts traded through registered securities clearing agents. These fees are paid by the Funds in light of the fact that other costs may be avoided by the Funds where the intermediary, not the Funds service providers, provides shareholder services to Fund shareholders. The intermediary may impose other account or service charges directly on account holders or participants. In addition, depending on the arrangements, the Funds Advisers and/or Distributor or their affiliates may, out of their own resources, compensate such financial intermediaries or their agents directly or indirectly for such recordkeeping and processing-related services. The services provided and related payments vary from firm to firm.
The Distributor, each Adviser and their affiliates may out of their own resources make additional payments to financial intermediaries who sell shares of the Funds. Such payments and compensation are in addition to any fees paid by the Funds. These payments may include: (i) full reallowance of the sales charge of Class A shares, (ii) additional compensation with respect to the sale and/or servicing of Class A and C shares, (iii) payments based upon various factors, as described below, and (iv) financial assistance programs to firms who sell or arrange for the sale of Fund shares including, but not limited to, marketing and sales fees, expenses related to advertising or promotional activity and events, and shareholder record keeping, sub-transfer agency or miscellaneous administrative services. From its own profits and resources, the Distributor may, from time to time, make payments to qualified wholesalers, registered financial institutions and third party marketers for marketing support services and/or retention of assets. Among others, the Distributor has agreed to make such payments for marketing support services to AXA Advisors, LLC. In addition to marketing and/or financial support payments described above, payment for travel, lodging and related expenses may be provided for attendance at Fund seminars and conferences, e.g., due diligence meetings held for training and educational purposes. The payment of these concessions and any other compensation offered
74
will conform with state and federal laws and the rules of any self-regulatory organization, such as the Financial Industry Regulatory Authority (FINRA). The participation of such firms in financial assistance programs is at the discretion of the firm and the Distributor. The payments described in (iii) above may be based on sales (generally ranging from 0.05% to 0.25% of gross sales) and/or the amount of assets a financial intermediarys clients have invested in the Funds (at annual rates generally ranging from 0.05% to 0.50% of the value of the clients shares). The actual payment rates to a financial intermediary will depend upon how the particular arrangement is structured (e.g., solely asset-based fees, solely sales-based fees or a combination of both) and other factors such as the length of time assets have remained invested in the Fund, redemption rates and the willingness of the financial intermediary to provide access to its representatives for educational and marketing purposes. The payments to financial intermediaries described in this section and elsewhere in this Statement, which may be significant to the financial intermediaries, may create an incentive for a financial intermediary or its representatives to recommend or sell shares of the Funds or particular 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. Investors should contact their financial representative for details about the payment the financial intermediaries may receive.
In addition, Gateway pays to Natixis Distributors 0.10% of the new assets of the Gateway Fund raised following the Reorganization.
From time to time, the Funds service providers, or any of their affiliates, may also pay non-cash compensation to the sales representatives of financial intermediaries in the form of (i) occasional gifts; (ii) occasional meals, tickets or other entertainment; and/or (iii) sponsorship support of regional events of intermediaries.
Dealers may charge their customers a processing fee or service fee in connection with the purchase or redemption of fund shares. The amount and applicability of such a fee is determined and disclosed by each individual dealer to its customers. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in the Funds Prospectuses and this Statement. Customers will be provided with specific information about any processing or service fees charged by their dealer.
The commissions and sales charges for the fiscal year ended December 31, 2010 were allocated as follows:
NATIXIS FUNDS TRUST II (ASG FUNDS and LOOMIS SAYLES FUNDS)*
Total commissions on sales of Class A shares |
$ | 640,290 | ||
Amount reallowed to other securities dealers |
$ | 577,716 | ||
Amount retained by Distributor |
$ | 62,574 | ||
Total CDSCs on redemptions of Classes A and C shares |
$ | 47,835 | ||
Amount paid to SG Constellation, LLC |
$ | 0 | ||
Amount retained by Distributor* |
$ | 47,835 |
GATEWAY TRUST*
Total commissions on sales of Class A shares |
$ | 1,402,999 | ||
Amount reallowed to other securities dealers |
$ | 1,397,994 | ||
Amount retained by Distributor |
$ | 5,005 | ||
Total CDSCs on redemptions of Classes A and C shares |
$ | 113,053 | ||
Amount paid to SG Constellation, LLC |
$ | 0 | ||
Amount retained by Distributor* |
$ | 113,053 |
* | See the section Other Arrangements for information about amounts received by the Distributor from the Trusts investment advisers and subadvisers or the Funds directly for providing certain administrative services relating to the Trusts. |
75
OTHER ARRANGEMENTS
Administrative Services
Natixis Asset Management Advisors, L.P. (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, (iii) the various registrations and filings required by various regulatory authorities, and (iv) consultation and legal advice on Fund-related matters. Natixis Advisors also provides certain administrative services to the wholly-owned subsidiaries of the ASG Funds and the Multi-Asset Real Return Fund.
For these services, Natixis Advisors received the following fees from the Funds for the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010:
Fund |
2008 | 2009 | 2010 | |||||||||||||||||||||
Fees | Fees Waived | Fees | Fees Waived | Fees | Fees Waived | |||||||||||||||||||
Diversifying Strategies Fund 1 |
N/A | N/A | $ | 72,438 | * | $ | 0 | $ | 133,994 | * | $ | 0 | ||||||||||||
Global Alternatives Fund 2 |
$ | 43,750 | $ | 0 | $ | 150,182 | * | $ | 0 | $ | 189,791 | * | $ | 0 | ||||||||||
Managed Futures Strategy Fund 3 |
N/A | N/A | N/A | N/A | $ | 73,835 | * | $ | 0 | |||||||||||||||
Absolute Strategies Fund 4 |
N/A | N/A | N/A | N/A | $ | 4,384 | $ | 0 | ||||||||||||||||
Multi-Asset Real Return Fund 5 |
N/A | N/A | N/A | N/A | $ | 25,052 | * | $ | 0 | |||||||||||||||
Gateway Fund 6 |
$ | 2,091,581 | $ | 1,603,552 | $ | 2,266,887 | $ | 1,716,997 | $ | 2,267,004 | $ | 1,708,311 |
1 |
The Fund commenced operations on August 3, 2009. |
2 |
The Fund commenced operations on September 30, 2008. |
3 |
The Fund commenced operations on July 30, 2010. |
4 |
The Fund commenced operations on December 15, 2010. |
5 |
The Fund commenced operations on September 30, 2010. |
6 |
Prior to February 18, 2010, Natixis Advisors contractually agreed to limit its administrative services fees attributable to the Gateway Fund. From February 19, 2010 until April 30, 2011, Natixis Advisors voluntarily agreed to continue to limit its administrative services fees attributable to the Gateway Fund under the same terms. Effective May 1, 2011, this agreement was terminated. |
* | Includes administrative services fees of the Commodity Subsidiary. |
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 the Funds and, in such capacity, is the registered owner of securities 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 Trusts and calculates the total NAV, total net income and NAV per share of the Funds on a daily basis. The wholly-owned subsidiaries of the ASG Funds and Multi-Asset Real Return Fund also custody their assets with State Street Bank. State Street Cayman Trust Company, Ltd. provides transfer agent and certain sub-administrative services to the wholly-owned subsidiaries of the ASG Funds and Multi-Asset Real Return Fund.
76
Transfer Agency Services Pursuant to contract between the Trusts, on behalf of the Funds, and Boston Financial Data Services, Inc. (Boston Financial), whose principal business address is 2000 Crown Colony Drive, Quincy, MA 02169, 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.
From time to time, the Funds, directly or indirectly through arrangements with the Adviser or Transfer Agent, may pay amounts to third parties that provide recordkeeping and other administrative services relating to a Fund to persons who beneficially own interests in the Fund, such as shareholders whose shares are held of record in omnibus, other group accounts (for example, 401(k) plans) or accounts traded through registered securities clearing agents. See the section Distribution Agreements and Rule 12b-1 Plans.
Independent Registered Public Accounting Firm The Trusts independent registered public accounting firm is PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110. The independent registered public accounting firm assists in the review of federal and state income tax returns, consults with the Trusts as to matters of accounting and federal and state income taxation and will conduct an annual audit of the Funds financial statements.
Counsel to the Fund Ropes & Gray LLP, located at Prudential Tower, 800 Boylston Street, Boston, MA 02199, serves as counsel to the Funds.
PORTFOLIO MANAGERS MANAGEMENT OF OTHER ACCOUNTS
As of December 31, 2010, 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 | ||||||||||||||||||||||||||||||||||||||||||||||
Other Accounts
Managed |
Advisory Fee
is Based on Performance |
Other Accounts
Managed |
Advisory Fee is
Based on Performance |
Other Accounts
Managed |
Advisory Fee is
Based on Performance |
|||||||||||||||||||||||||||||||||||||||||||
Name of Portfolio Manager |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
# of
Accts |
Total
Assets |
||||||||||||||||||||||||||||||||||||
Michael T. Buckius |
3 |
$
|
0.8
billion |
|
0 | $ | 0 | 2 |
$
|
89
million |
|
0 | $ | 0 | 11 |
$
|
76
million |
|
0 | $ | 0 | |||||||||||||||||||||||||||
Jeremiah H. Chafkin |
1 |
$
|
66.0
million |
|
0 | $ | 0 | 4 |
$
|
424.1
million |
|
2 |
$
|
248.6
million |
|
2 |
$
|
347.2
million |
* |
0 | $ | 0 | ||||||||||||||||||||||||||
Matthew Eagan |
12 |
$
|
45.2
billion |
|
0 | $ | 0 | 14 |
$
|
5.0
billion |
|
0 | $ | 0 | 55 |
$
|
4.8
billion |
|
1 |
$
|
279.7
million |
|
||||||||||||||||||||||||||
Kevin Kearns |
2 |
$
|
56.4
million |
|
0 | $ | 0 | 6 |
$
|
1.1
billion |
|
0 | $ | 0 | 25 |
$
|
3.2
billion |
|
1 |
$
|
279.7
million |
|
||||||||||||||||||||||||||
Peter A. Lee |
1 |
$
|
66.0
million |
|
0 | $ | 0 | 2 |
$
|
175.5
million |
|
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||||||||||||||||||
Andrew W. Lo |
1 |
$
|
66.0
million |
|
0 | $ | 0 | 4 |
$
|
424.1
million |
|
2 |
$
|
248.6
million |
|
2 |
$
|
347.2
million |
* |
0 | $ | 0 | ||||||||||||||||||||||||||
Philippe P. Lüdi |
0 | $ | 0 | 0 | $ | 0 | 2 |
$
|
248.6
million |
|
2 |
$
|
248.6
million |
|
0 | $ | 0 | 0 | $ | 0 | ||||||||||||||||||||||||||||
Robert S. Rickard |
10 |
$
|
12
billion |
|
0 | $ | 0 | 5 | $ | 1 billion | 0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 |
77
J. Patrick Rogers |
4 |
$
|
2.0
billion |
|
0 | $ | 0 | 1 |
$
|
64
million |
|
0 | $ | 0 | 27 |
$
|
417
million |
|
0 | $ | 0 | |||||||||||||||||||||||||||
David W. Rolley |
7 |
$
|
2.5
billion |
|
0 | $ | 0 | 28 |
$
|
4.5
billion |
|
1 |
$
|
374.9
million |
|
93 |
$
|
22.0
billion |
|
11 |
$
|
2.5
billion |
|
|||||||||||||||||||||||||
Laura Sarlo |
1 |
$
|
28.5
million |
|
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | 3 |
$
|
5.5
million |
|
0 | $ | 0 | ||||||||||||||||||||||||||||
Paul R. Stewart |
1 |
$
|
16.2
million |
|
0 | $ | 0 | 1 |
$
|
64
million |
|
0 | $ | 0 | 28 |
$
|
409
million |
|
0 | $ | 0 | |||||||||||||||||||||||||||
Todd P. Vandam |
2 |
$
|
53.0
million |
|
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | 16 |
$
|
3.6
million |
|
0 | $ | 0 |
*Notional | value. |
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 a portfolio manager. 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. Each Adviser and Subadviser has adopted policies and procedures to mitigate the effects of these conflicts. For more information on how each Adviser and Subadviser allocates investment opportunities between the Funds and their other clients, see the section Allocation of Investment Opportunity Among the Funds and Other Investors Managed by the Adviser and Subadviser in this Statement. 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 a stock for some accounts while buying the stock 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 December 31, 2010:
AlphaSimplex. All AlphaSimplex investment professionals, including portfolio managers, may receive compensation in three ways: salary, year-end bonuses, and supplemental bonuses. The bonus amounts are decided by the AlphaSimplex Compensation Committee. As a retention tool, AlphaSimplex has implemented a three-year deferral of 30% of bonus amounts for senior professionals.
Reich & Tang. Mr. Rickards compensation includes a fixed, annual base salary and an incentive bonus. Base salary amounts are determined by the compensation committee of the Subadviser (the Compensation Committee) based upon a number of factors, including the portfolio managers experience, overall performance, responsibilities and the competitive market place. Mr. Rickard receives a cash-based annual incentive bonus that is determined solely at the discretion of the Subadviser and approved by the Compensation Committee.
Loomis Sayles. 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 managers 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 managers business unit and team commitment. Investment performance is
78
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 departments Chief Investment Officer (CIO) and senior management. The CIO and senior management evaluate these other factors annually.
Gateway. The compensation of the portfolio managers consists of a fixed salary, incentive compensation related to the financial performance of Gateway (but not based on the investment performance of any of the Funds or any other managed account, either absolutely or in relation to any benchmark), and a retirement plan. The incentive compensation component is anticipated to be larger than the base salary component. The portfolio managers are parties to employment agreements that provide for automatic renewals for successive one-calendar-year periods and, among other things, a specified base salary and certain undertakings not to compete with the Adviser or solicit its clients. For Mr. Rogers, those undertakings will expire the later of February 15, 2016 or three years from the termination of Mr. Rogers employment. For Messrs. Buckius and Stewart, the non-competition and non-solicitation undertakings will expire the later of one year from the termination of employment, or one year after the period during which severance payments are made pursuant to the agreement. The incentive compensation plan applicable to the portfolio managers, provides for both a long-term incentive pool and a short-term incentive pool, the sizes of which are determined based on profitability of Gateway.
Portfolio Managers Ownership of Fund Shares
As of December 31, 2010, the portfolio managers of the Funds had the following ownership in the Funds:
Name of Portfolio Manager |
Fund(s) Managed |
Dollar Range of Equity Securities Invested* |
||||
Jeremiah H. Chafkin |
Diversifying Strategies Fund Global Alternatives Fund Managed Futures Strategy Fund |
E E A |
||||
Peter A. Lee | Global Alternatives Fund | B | ||||
Andrew W. Lo |
Diversifying Strategies Fund Global Alternatives Fund Managed Futures Strategy Fund |
E E A |
||||
Philippe P. Lüdi | Diversifying Strategies Fund | C | ||||
Matthew Eagan | Absolute Strategies Fund | A | ||||
Kevin Kearns |
Absolute Strategies Fund Multi-Asset Real Return Fund |
E A |
||||
David Rolley | Multi-Asset Real Return Fund | A | ||||
Laura Sarlo | Multi-Asset Real Return Fund | A | ||||
Todd Vandam | Absolute Strategies Fund | C | ||||
Michael T. Buckius | Gateway Fund | F | ||||
J. Patrick Rogers | Gateway Fund | G | ||||
Paul R. Stewart | Gateway Fund | G | ||||
*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 Funds in the future. One reason is that the Funds respective investment objective and strategies may not match those of the portfolio managers personal investment objective. Also, the portfolio manager may invest in other funds or pooled investment vehicles or separate accounts managed by the portfolio manager in a similar style to the Funds.
79
Allocation of Investment Opportunity Among the Funds and Other Investors Managed by the Advisers and/or Subadviser; Cross Relationships of Officers and Trustees
AlphaSimplex. AlphaSimplex manages other accounts using investment strategies that may or may not be similar to that of the ASG Funds. A conflict of interest may exist in connection with AlphaSimplexs management of the ASG Funds, on the one hand, and AlphaSimplexs management of other accounts, on the other hand. AlphaSimplex makes investment decisions for each account based on the clients investment objectives, policies, practices, cash flows, and other relevant investment considerations. Consequently, AlphaSimplex may purchase or sell securities or other instruments for one account and not for another account, and the performance of securities or other instruments purchased for one account may vary from the performance of securities or other instruments purchased for other accounts. Another conflict of interest may arise because accounts other than the Fund may have fee structures, such as performance-based fees, that differ from those of the ASG Funds. In addition, a potential conflict of interest may arise as a result of the Portfolio Managers day-to-day management of the ASG Funds. Because of their roles in managing the ASG Funds, AlphaSimplexs Portfolio Managers know the size, timing and possible market impact of Fund trades and this information could in theory be used to the detriment of the ASG Funds. AlphaSimplex has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and to address conflicts of interest relating to the management of multiple accounts. Finally, AlphaSimplex has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts. The implementation of these procedures is monitored by AlphaSimplexs Chief Compliance Officer.
Reich & Tang. Certain officers and employees of the Subadviser have responsibility for portfolio management of other advisory accounts and clients of the Subadviser (including other registered investment companies and accounts of affiliates of Reich & Tang) that may invest in securities in which the ASG Funds also invest. If the Subadviser determines that an investment purchase or sale opportunity is appropriate and desirable for more than one advisory account, purchase and sale orders may be executed separately or may be combined and, to the extent practicable, allocated by Reich & Tang to the participating accounts. Where advisory accounts have competing interests in a limited investment opportunity, the Subadviser will allocate investment opportunities based on a number of considerations, including cash availability and/or liquidity requirements, including time the competing accounts have had funds available for investment or have had securities available for sale, investment objectives and restrictions, an accounts participation in other opportunities, tax considerations and relative size of portfolio holdings of the same or comparable securities. It is Reich & Tangs policy to allocate over a period of time, to the extent practicable, investment opportunities to each client on a fair and equitable basis relative to its other clients. The Trustees are of the view that the benefits of retaining Reich & Tang as subadviser to the Fund outweigh the disadvantages, if any, that may result from participating in such transactions.
Loomis Sayles. 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 such funds.
Gateway. Gateway manages other accounts using investment strategies similar to that of the Gateway Fund. A conflict of interest may exist if Gateway identifies a limited investment opportunity that may be appropriate for more than one account, but the Gateway Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, Gateway may execute transactions for another account that may adversely impact the value of securities held by the Gateway Fund. However, Gateway believes that these risks are mitigated by the fact that accounts with like investment strategies managed by Gateway are generally managed in a similar fashion, subject to exceptions, such as those resulting from different cash availability
80
and/or liquidity requirements, investment restrictions or policies, the time competing accounts have had funds available for investment or have had investments available for sale, an accounts participation in other opportunities, tax considerations and the relative size of portfolio holdings of the same or comparable securities. In addition, Gateway has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
PORTF OLIO TRANSACTIONS AND BROKERAGE
In placing orders for the purchase and sale of equity securities, each Adviser or Subadviser 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, if any, will be paid. However, the commissions charged are believed to be competitive with generally prevailing rates. Each Adviser or Subadviser 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, if any, paid on transactions by reference to such data. In making such evaluation, 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. The Adviser or Subadviser may place orders for the Funds which, combined with orders for the Advisers/Subadvisers other clients, may impact the price of the relevant security. This could cause the Funds to obtain a worse price on the transaction than would otherwise be the case if the orders were placed in smaller amounts or spread out over a longer period of time.
Subject to the overriding objective of obtaining the best possible execution of orders, the Adviser or Subadviser 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 Trusts 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.
Transactions on stock, option, and futures exchanges involve the payment of negotiated brokerage commissions. In the case of securities traded in the OTC market, there is generally no stated commission but the price usually includes an undisclosed commission or mark-up.
AlphaSimplex
In arranging for the purchase and sale of clients portfolio securities, AlphaSimplex takes numerous factors into consideration. These include any legal restrictions, such as those imposed under the securities laws and the Employee Retirement Income Security Act of 1974, and any client-imposed restrictions. Within these constraints, AlphaSimplex will employ or deal with members of the securities exchanges and other brokers and dealers as may in its judgment implement the policy of seeking best execution ( i.e. , prompt and reliable execution at the most favorable prices obtainable under the prevailing market conditions) of portfolio transactions. It is not AlphaSimplexs current practice to enter into soft dollar arrangements but AlphaSimplex does consider all services when executing transactions with a broker. As such, AlphaSimplex may utilize research and other products that provide lawful and appropriate assistance to AlphaSimplex in carrying out its investment-making responsibilities, as permitted under the safe harbor of Section 28(e) of the Securities and Exchange Act of 1934. As long as it is lawful and appropriate to do so, AlphaSimplex may use this research and data in its investment advisory capacities with other clients. Clients may obtain other services from brokers in connection with investment transactions with brokers. Such services will be limited to services that would otherwise be a client expense.
In determining the abilities of a broker or dealer to obtain best execution of portfolio transactions, while the lowest price may be one factor, AlphaSimplex will consider all relevant factors, including the execution capabilities required by the transactions; the ability and willingness of the broker or dealer to facilitate the accounts portfolio transactions by participating therein for its own account; the importance to the account of speed, efficiency, and
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confidentiality; the brokers or dealers apparent familiarity with sources from or to whom particular securities might be purchased or sold; the reputation and perceived soundness of the broker or dealer; and other matters relevant to the selection of a broker or dealer for portfolio transactions for any account. The Adviser will not adhere to any rigid formula in making the selection of the applicable broker or dealer for portfolio transactions, but will weigh a combination of the preceding factors.
The Adviser has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transaction or to select any broker on the basis of its purported or posted commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to minimize the expense incurred for effecting portfolio transactions to the extent consistent with the interests and policies of the accounts. Although AlphaSimplex generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker or dealer involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services.
Certain customers of AlphaSimplex may also be customers of broker-dealers through which AlphaSimplex may utilize executing and/or clearing brokerage services. Although AlphaSimplex may execute or clear through these broker-dealers, AlphaSimplex is under no obligation to do so.
Portfolio transactions for each client account are generally completed independently, except when AlphaSimplex is in the position of buying or selling the same security for a number of its clients under the same conditions ( e.g. , limit prices) at approximately the same time. Because of market fluctuations, the prices obtained on such transactions within a single day may vary substantially. In such a case, some clients would receive the benefit of the more-favorable prices while others would not. In order to more equitably allocate the effects of such market fluctuations, AlphaSimplex has adopted the following aggregation procedures. For purposes of aggregating client orders for futures contracts and forward contracts for all clients, each client that participates in an aggregated order will participate in that order based on the price received and the inception date of the clients account. The account with the oldest inception date will always receive the highest fill prices and the account with the most recent inception date will receive the lowest fill prices. Any advantages the oldest accounts may receive on the sell orders are theoretically offset by the disadvantages on the buy orders. For purposes of aggregating client orders for all other securities for all clients, each client that participates in an aggregated order will participate at the average price for all AlphaSimplexs transactions in that security on a given business day and transaction costs will be shared pro rata based on each clients participation in the transaction. If the aggregated order is partially filled, it will be allocated among clients pro rata.
Reich & Tang
With respect to the portion of the Funds assets managed by Reich & Tang, the purchases and sales of portfolio securities are usually principal transactions. Portfolio securities are generally purchased directly from the issuer, from banks and financial institutions or from an underwriter or market maker for the securities. There are usually no brokerage commissions paid for such purchases and the Funds do not currently anticipate paying brokerage commissions. Should the Funds pay a brokerage commission on a particular transaction, the Funds would seek to effect the transaction at the most favorable available combination of best execution and lowest commission. Purchases from underwriters of portfolio securities include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers include the spread between the bid and ask price.
No portfolio transactions are executed with Reich & Tang or its affiliates acting as principal. In addition, the Funds will not buy bankers acceptances, certificates of deposit or commercial paper from Reich & Tang or its affiliates. Reich & Tang does not earn soft dollars when trading in fixed-income securities. When trading equity securities, Reich & Tang may earn soft dollars through its regular trading. Reich & Tangs receipt of brokerage and research products may be a factor in its selection of a broker or dealer to execute transactions for the Funds where Reich & Tang believes that the broker or dealer will provide the best execution of the transactions. Such brokerage and research services may be paid for with Reich & Tangs own assets or may, in connection with transactions in securities effected for client accounts for which Reich & Tang exercises investment discretion, be paid for with client commissions.
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The frequency of transactions and their allocation to various dealers is determined by Reich & Tang in its best judgment and in a manner deemed to be in the best interest of shareholders of the Funds. The primary consideration is prompt execution of orders in an effective manner at the most favorable price.
Investment decisions for the Funds will be made independently from those for any other accounts or investment companies that may be or become managed by Reich & Tang or its affiliates. If, however, the Funds and other investment companies or accounts managed by Reich & Tang are contemporaneously engaged in the purchase or sale of the same security, the transactions may be averaged as to price and allocated equitably to each account. In some cases, this policy might adversely affect the price paid or received by the Funds or the size of the position obtainable for the Funds. In addition, when purchases or sales of the same security for the Funds and for other investment companies managed by Reich & Tang occur contemporaneously, the purchase or sale orders may be aggregated in order to obtain any price advantages available to large denomination purchasers or sellers.
Loomis Sayles
Investments in Fixed-Income Securities
In placing orders for the purchase and sale of fixed-income securities for a Fund, Loomis Sayles always seeks the best price and execution. Some of the Funds portfolio transactions are placed with brokers and dealers that provide Loomis Sayles with supplementary investment and statistical information or furnish market quotations to the Funds, or other investment companies advised by Loomis Sayles. The business would not be so placed if the Fund would not thereby obtain the best price and execution. Although it is not possible to assign an exact dollar value to these services, they may, to the extent used, tend to reduce the expenses of Loomis Sayles. The services may also be used by Loomis Sayles in connection with their other advisory accounts, and in some cases may not be used with respect to the Funds.
Investments in Equity Securities
In placing orders for the purchase and sale of equity securities for the Funds, 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. The Adviser 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. Loomis Sayles may place orders for a Fund which, combined with orders for its other clients, may impact the price of the relevant security. This could cause the Fund to obtain a worse price on the transaction than would otherwise be the case if the orders were placed in smaller amounts or spread out over a longer period of time.
Subject to the overriding objective of obtaining the best possible execution of orders, the 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 Board of Trustees, including a majority of the Independent Trustees, has 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 equity securities are frequently executed through a primary market maker, but may also be executed on an Electronic Communication Network (ECN), Alternative Trading
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System (ATS), or other execution system. Fixed-income securities generally are 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 or dealers, (b) research and other products or services (as described in the section Soft Dollars) provided by such brokers or dealers that 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 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 are factors in Loomis Sayles selection of a broker-dealer to execute transactions for the Funds 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 Exchange Act of 1934 (the 1934 Act). 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) are 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, the Funds may pay a broker-dealer an amount of commission for effecting a transaction for the Funds 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
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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 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 to the extent consistent with relevant SEC interpretations. 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 CCAs 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 1934 Act as well as the Commission Guidance Regarding Client Commission Practices under Section 28(e) in the SEC Release No. 34-54165 dated July 18, 2006.
In addition to trading with the CCA broker-dealers discussed above, Loomis Sayles continues to trade with full service broker-dealers and ECNs and ATSs.
Gateway
As discussed in more detail below, Gateways receipt of brokerage and research products may sometimes be a factor in Gateways selection of a broker or dealer to execute transactions for the Fund where Gateway believes that the broker or dealer will provide the best execution of the transactions. Such brokerage and research services may be paid for with Gateways own assets or may, in connection with transactions in securities effected for client accounts for which Gateway exercises investment discretion, be paid for with client commissions (the latter sometimes referred to as Soft Dollars).
In effecting portfolio transactions for the Fund, Gateway is obligated to seek best execution, which is to execute the Funds transactions where the most favorable combination of price and execution services are available (best execution), except to the extent that it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In seeking best execution, Gateway, in the Funds best interest, considers all relevant factors, including:
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price; |
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the size of the transaction; |
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the nature of the market for the security; |
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the amount of commission; |
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the timing of the transaction taking into account market prices and trends; |
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the reputation, experience and financial stability of the broker-dealer involved; |
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the quality of service rendered by the broker-dealer in other transactions. |
The Adviser may not consider sales of shares of the Fund as a factor in the selection of broker-dealers to execute securities transactions for it, nor may the Fund or Gateway enter into any agreement or understanding under which the Fund directs brokerage transactions or revenues generated by those transactions to brokers to pay for distribution of Fund shares. Nevertheless, the Fund or Gateway may place portfolio transactions with brokers or dealers who promote or sell Fund shares so long as such placements are made pursuant to policies approved by the Funds Board of Trustees that are designed to ensure that the selection is based on the quality of the brokers execution and not on its sales efforts. Closing option transactions are usually effected through the same broker-dealer that executed the opening transaction.
The Trust has no obligation to deal with any broker or dealer in the execution of its transactions. Transactions in the OTC market can be placed directly with market makers who act as principals for their own account and include mark-ups in the prices charged for OTC securities. Transactions in the OTC market can also be placed with broker-dealers who act as agents and charge brokerage commissions for effecting OTC transactions. The Trust may place its OTC transactions either directly with principal market makers, or with broker-dealers if that is consistent with Gateways obligation to obtain best qualitative execution.
While Gateway does not intend to limit the placement of orders to any particular broker or dealer, Gateway generally gives preference to those brokers or dealers who are believed to give best execution at the most favorable prices and who also provide research, statistical or other services to Gateway and/or the Trust. These research services include not only a wide variety of reports on such matters as economic and political developments, industries, companies, securities, portfolio strategy, account performance, daily prices of securities, stock and bond market conditions and projections, asset allocation and portfolio structure, but also meetings with management representatives of issuers and with other analysts and specialists. Commissions charged by brokers who provide these services may be higher than commissions charged by those who do not provide them. Higher commissions are paid only if Gateway determines that they are reasonable in relation to the value of the services provided. The availability of such services was taken into account in establishing the advisory fee. Specific research services furnished by brokers through whom the Trust effects securities transactions may be used by Gateway in servicing all of its accounts and may not be used with respect to the Fund. Similarly, specific research services furnished by brokers who execute transactions for other Adviser clients may be used by Gateway for the benefit of the Trust.
General
Subject to procedures adopted by the Board of Trustees of the Trusts, the Funds brokerage transactions may be executed by brokers that are affiliated with Natixis US or the Advisers or Subadviser. 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 Trusts are prohibited from dealing with the Trusts funds as a principal in the purchase and sale of securities. Since transactions in the OTC 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, each 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 Funds toward the reduction of the Funds expenses.
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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.
The Declarations of Trust of Natixis Funds Trust II and Gateway Trust permit the Trustees to issue an unlimited number of full and fractional shares of each series. Each share of the Funds represents an equal proportionate interest in the Funds with each other share of the Funds and is entitled to a proportionate interest in the dividends and distributions from the Funds. The Declarations of Trust further permits the Trusts 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 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 Trusts Board of Trustees and to cast a vote for each share you own at shareholder meetings. The shares of the Funds do not have any preemptive rights. Upon termination of the Funds, whether pursuant to liquidation of a 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 Declarations of Trust also permit the applicable Board of Trustees to charge shareholders directly for custodial, transfer agency and servicing expenses.
The shares of the Funds are divided into three classes: Class A, Class C and Class Y. As described in its Prospectuses, Class Y shares are available for purchase only by certain eligible investors and have higher minimum purchase requirements than Class A and Class C shares. All expenses of the Funds (including advisory fees) are borne by its Class A, Class C and Class Y shares on a pro rata basis, except for 12b-1 fees, which are borne only by Class A and Class C and may be charged at a separate rate to each such class. The multiple class structure could be terminated should certain IRS rulings or SEC regulatory positions be rescinded or modified.
The assets received by each class of the Funds for the issue or sale of its shares and all income, earnings, profits, losses and proceeds therefrom, subject only to the rights of the creditors, are allocated to, and constitute the underlying assets of, that class of a Fund. The underlying assets of each class of a Fund are segregated and are charged with the expenses with respect to that class of a Fund and with a share of the general expenses of a Fund and Trust. Any general expenses of the Trusts that are not readily identifiable as belonging to a particular class of the Funds 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 Trusts are allocated to the separate books of account of each series of the Trusts, certain expenses may be legally chargeable against the assets of all of the series in a Trust.
The Declarations of Trust also permit the Trusts Board of Trustees, without shareholder approval, to subdivide the Funds 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. The Trusts Board of Trustees may also, without shareholder approval, establish one or more additional series or classes or, with shareholder approval, merge two or more existing series or classes. Shareholders investments in such an additional or merged series would be evidenced by a separate series of shares ( i.e. , a new fund).
The Declarations of Trust provide for the perpetual existence of the Trusts. The Trusts or the Funds, however, may be terminated at any time by vote of at least two-thirds of each series of the Trust entitled to vote. In addition, the Funds may be terminated at any time by vote of at least two-thirds of the outstanding shares of the Funds. Similarly, any class within a Fund may be terminated by vote of at least two-thirds of the outstanding shares of such class. The Declarations of Trust further provide that the Board of Trustees may also without shareholder approval terminate the Trusts or Funds upon written notice to their shareholders.
Shareholders of all 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 a Trust and on other matters submitted to the vote of shareholders.
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Shareholders of Natixis Funds Trust II and Gateway Trust have identical voting rights to each other. All classes of shares of each Fund 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 Trusts 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 a 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 Trusts 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 an NAV 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 a 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 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 a Trust. However, the Declarations of Trust disclaim shareholder liability for acts or obligations of a Trust and require that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by a Trust or the trustees. The Declarations of Trust provide for indemnification out of each Funds 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 Declarations of Trust further provide that the relevant Board of Trustees will not be liable for errors of judgment
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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 Trust of trustees and officers of the relevant 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 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 or 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 each Trust have considered this possible liability and approved the
The procedures for purchasing shares of the Funds are summarized in the Prospectuses. 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 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 NYSE) on a day when the NYSE is open. For purchases through the ACH system, the shareholders 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.
You may also use Natixis Funds Personal Access Line ® (800-225-5478, press 1) or Natixis Funds website (ga.natixis.com) to purchase Fund shares. For more information, see the section Shareholder Services in this Statement.
At the discretion of the Distributor, bank trust departments or trust companies may also be eligible for investment in Class Y shares at a reduced minimum, subject to certain conditions including a requirement to meet the minimum investment balance within a specified time period. Please contact the Distributor at 800-225-5478 for more information. At the discretion of the Distributor, clients of Natixis Advisors may purchase, at NAV, Class A shares of Natixis Funds that do not offer Class Y shares.
Shareholders of the Funds in Class Y 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 the relevant Fund.
The procedures for redemption of shares of a Fund are summarized in its Prospectuses. As described in the Prospectuses, a CDSC may be imposed on certain redemptions of Class A and C shares. For purposes of the CDSC, an exchange of shares from one Fund to another Fund is not considered a redemption or a purchase. For federal income tax purposes, however, such an exchange is considered a sale and a purchase and, therefore, would be considered a taxable event on which you may recognize a gain or loss. In determining whether a CDSC is applicable to a redemption of Class A or Class C shares, the calculation will be determined in the manner that results in the lowest rate being charged. The charge will not be applied to dollar amounts representing an increase in the NAV of shares since the time of purchase or reinvested distributions associated with such shares. Unless you request otherwise at the time of redemption, the CDSC is deducted from the redemption, not the amount remaining in the account.
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 $100,000 and
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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 800-225-5478 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 800-225-5478. 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 NYSE. Requests made after that time or on a day when the NYSE is closed will receive the next business days 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.
A shareholder automatically receives access to the ability to redeem shares by telephone following the completion of the Fund application, which is available at ga.natixis.com or from your investment dealer. When selecting the service, a shareholder may have the 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 or a Signature Validation Program Stamp. 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, Boston Financial (the Funds 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, 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 investors telephone instructions and recording an investors instructions.
Shares purchased by check or through ACH may not be available immediately for redemption to the extent the check or ACH transaction has not cleared. The Funds may withhold redemption proceeds for ten days when redemptions are made within ten calendar days of purchase by check or through ACH.
The redemption price will be the NAV per share (less any applicable CDSC) next determined after the redemption request and any necessary special documentation is received by the transfer agent or your investment dealer in proper form. Payment normally will be made by the Funds 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 Fund reserves 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).
The CDSC may be waived on redemptions made from IRA accounts due to attainment of age 59 1/2 for IRA shareholders who established accounts prior to January 3, 1995. The CDSC may also be waived on redemptions made from IRA accounts due to death, disability, return of excess contribution, required minimum distributions at age 70 1/2 (waivers apply only to amounts necessary to meet the required minimum amount based on assets held within the Funds), certain withdrawals pursuant to a systematic withdrawal plan, not to exceed 10% annually of the value of the account, and redemptions made from the account to pay custodial fees. The CDSC may also be waived on redemptions within one year following the death of (i) the sole shareholder of an individual account, (ii) a joint tenant where the surviving joint tenant is the deceaseds spouse or (iii) the beneficiary of a Uniform Gifts to Minors Act, Uniform Transfer to Minors Act or other custodial account. If the account is transferred to an account registered in the name of the deceaseds estate, the CDSC will be waived on any redemption occurring within one year of death. If the account is transferred to a new registration and then a redemption is requested, the applicable CDSC will be charged. If shares are not redeemed within one year of the death, they will remain subject to the applicable CDSC when redeemed from the transferees account.
The CDSC may be waived on redemptions made from 403(b)(7) custodial accounts due to attainment of age 59 1/2 for shareholders who established custodial accounts prior to January 3, 1995. The CDSC may also be waived on
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redemptions made from 403(b)(7) custodial accounts due to death or disability.
The CDSC may also be waived on redemptions necessary to pay plan participants or beneficiaries from qualified retirement plans under Section 401 of the Code, including profit sharing plans, money purchase plans, 401(k) and custodial accounts under Section 403(b)(7) of the Code. Distributions necessary to pay plan participants and beneficiaries include payment made due to death, disability, separation from service, normal or early retirement as defined in the plan document, loans from the plan and hardship withdrawals, return of excess contributions, required minimum distributions at age 70 1/2 (waivers only apply to amounts necessary to meet the required minimum amount), certain withdrawals pursuant to a systematic withdrawal plan, not to exceed 10% annually of the value of your account, and redemptions made from qualified retirement accounts or Section 403(b)(7) custodial accounts necessary to pay custodial fees.
A CDSC will apply in the event of plan level transfers, including transfers due to changes in investment where assets are transferred outside of Natixis Funds, including IRA and 403(b)(7) participant-directed transfers of assets to other custodians (except for the reasons given above) or qualified transfers of assets due to trustee-directed movement of plan assets due to merger, acquisition or addition of additional funds to the plan.
In order to redeem shares electronically through the ACH system, a shareholders bank or credit union must be a member of the ACH system and the shareholder must have a completed, approved ACH application on file. In addition, the telephone or online request must be received no later than the close of the NYSE. Upon receipt of the required information, the appropriate number of shares will be redeemed and the monies forwarded to the bank designated on the shareholders application through the ACH system. The redemption will be processed the day the telephone call or online request is made and the monies generally will arrive at the shareholders bank within three business days. The availability of these monies will depend on the individual banks rules.
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 Natixis determines it to be advisable and in the interest of the remaining shareholders of a Fund. The redemptions in kind will be selected by each Adviser in light of the Funds objective and will not generally represent a pro rata distribution of each security held in the Funds 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 NAV of each Fund at the beginning of such period.
The Funds do not currently impose any redemption charge other than the CDSC imposed by the Funds distributor, as described in the Prospectuses. The Board of Trustees reserves the right to impose additional charges at any time. A redemption constitutes a sale of shares for U.S. federal income tax purposes on which the investor may realize a long- or short-term capital gain or loss. See also the section Taxes.
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 NAV 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 NAV next determined after the transaction request was first received in good order.
Reinstatement Privilege (Class A Shares Only)
The Prospectuses describe redeeming shareholders reinstatement privileges for Class A shares. In order to exercise the reinstatement privilege, you must provide a new investment check made payable to Natixis Funds and written notice to Natixis Funds (directly or through your financial representative) within 120 days of your redemption. The reinstatement or exchange will be made at NAV next determined after receipt of the notice and the new investment check and will be limited to the amount of the redemption proceeds.
Even though an account is reinstated, the redemption will constitute a sale for U.S. federal income tax purposes.
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Investors who reinstate their accounts by purchasing shares of the Funds should consult with their tax advisers with respect to the effect of the wash sale rule if a loss is realized at the time of the redemption.
Open Accounts
A shareholders 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, the Funds 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.
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 or honored 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.
Minimum Balance Policy
The Funds minimum balance policy is described in the Prospectuses.
Automatic Investment Plans
Subject to each Funds investor eligibility requirements, investors may automatically invest in additional shares of a Fund on a monthly basis by authorizing the Distributor to draw checks on an investors bank account. The checks are drawn under the Investment Builder Program, a program designed to facilitate such periodic payments, and are forwarded to Boston Financial for investment in the Fund. A plan in Class A and Class C shares may be opened with an initial investment of $1,000 or the fund minimum for Class Y shares or more and thereafter regular monthly checks of $50 or more will be drawn on the investors account. (Shareholders with accounts participating in Natixis Funds Investment Builder Program prior to May 1, 2005 may continue to make subsequent purchases of $25 or more into those accounts). The reduced minimum initial investment pursuant to an automatic investment plan for Class A and Class C shares is referred to in the Prospectuses. A Service Options Form must be completed to open an automatic investment plan and may be obtained by calling the Funds at 800-225-5478 or your investment dealer or by visiting the Funds website at ga.natixis.com.
This program is voluntary and may be terminated at any time by Boston Financial upon notice to existing plan participants. The Investment Builder Program plan may be discontinued at any time by the investor by written notice to Boston Financial, which must be received at least five business days prior to any payment date. The plan may be discontinued by State Street Bank at any time without prior notice if any check is not paid upon presentation or by written notice to the shareholder at least thirty days prior to any payment date. The Funds are under no obligation to notify shareholders as to the nonpayment of any check.
Retirement Plans and Other Plans Offering Tax Benefits
The federal tax laws provide for a variety of retirement plans offering tax benefits. These plans may be funded with shares of the Funds or with certain other investments. The plans include H.R. 10 (Keogh) plans for self-employed individuals and partnerships, individual retirement accounts (IRAs), corporate pension trust and profit sharing plans, including 401(k) plans and retirement plans for public school systems and certain tax-exempt organizations.
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The minimum initial investment available to retirement plans and other plans offering tax benefits is referred to in the Prospectuses. For these plans, initial investments in a Fund for Class A and Class C shares must be at least $1,000 for IRAs and Keogh plans using the Natixis Funds prototype document and $500 for Coverdell Education Savings Accounts and at least $100 for any subsequent investments. There is no initial or subsequent investment minimum for SIMPLE IRAs using the Natixis Funds prototype documents. Income dividends and capital gain distributions must be reinvested (unless the investor is over age 59 1/2 or disabled). These types of accounts may be subject to fees. Plan documents and further information can be obtained from the Distributor.
Certain retirement plans may also be eligible to purchase Class Y shares. See the Prospectuses relating to Class Y shares.
Systematic Withdrawal Plans (All Classes)
An investor owning a Funds shares having a value of $10,000 or more at the current public offering price may establish a Systematic Withdrawal Plan (a Plan) providing for periodic payments of a fixed or variable amount. An investor may terminate the plan at any time. A form for use in establishing such a plan is available from Boston Financial or your investment dealer. Withdrawals may be paid to a person other than the shareholder if a Medallion signature guarantee is provided. Please consult your investment dealer or the Funds.
A shareholder under a Plan may elect to receive payments monthly, quarterly, semiannually or annually for a fixed amount of not less than $50 or a variable amount based on (1) the market value of a stated number of shares, (2) a specified percentage of the accounts market value or (3) for Natixis sponsored IRA accounts only, a specified number of years for liquidating the account ( e.g. , a 20-year program of 240 monthly payments would be liquidated at a monthly rate of 1/240, 1/239, 1/238, etc.). The initial payment under a variable payment option may be $50 or more.
In the case of shares subject to a CDSC, the amount or percentage you specify may not, on an annualized basis, exceed 10% of the value, as of the time you make the election, of your account with the Fund with respect to which you are electing the Plan. No CDSC applies to redemptions pursuant to the Plan.
Income dividends and capital gain distributions will be reinvested (without a sales charge in the case of Class A shares) at the NAV determined on the payable date.
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 NAV. 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 the sections Redemptions and Taxes for certain information as to U.S. federal income taxes.
It may be disadvantageous for a shareholder to purchase on a regular basis additional Fund shares with a sales charge while redeeming shares under a Plan. Accordingly, the Funds and the Distributor do not recommend additional investments in Class A shares by a shareholder who has a withdrawal plan in effect and who would be subject to a sales load on such additional investments. Natixis Funds may modify or terminate this program at any time.
Because of statutory restrictions this Plan may not be available to pension or profit-sharing plans and IRA plans that have State Street Bank as trustee. Different documentation may be required.
Dividend Diversification Program
You may also establish a Dividend Diversification Program, which allows you to have all dividends and any other distributions automatically invested in shares of the same class of another Natixis Fund, subject to the investor eligibility requirements of that other Fund and to state securities law requirements. Shares will be purchased at the selected Funds NAV (without a sales charge or CDSC) on the dividend payable date. A dividend diversification account must be registered to the same shareholder as the distributing Fund account and, if a new account in the
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purchased Fund is being established, the purchased Funds minimum investment requirements must be met. Before establishing a Dividend Diversification Program into any other Natixis Fund, you must obtain and carefully read a copy of that Funds Prospectus.
Exchange Privilege
A shareholder may exchange Class A and C shares of the Funds for shares of the same class of a Natixis Fund or series of Loomis Sayles Funds I or Loomis Sayles Funds II that offers that class (subject to the investor eligibility requirements, if any, of the fund into which the exchange is being made and any other limits on the sales of or exchanges into that fund) on the basis of relative NAVs at the time of the exchange without any sales charge. An exchange of shares in one fund for shares of another fund is a taxable event on which gain or loss may be recognized. When an exchange is made from the Class A or Class C shares of the Funds to the same class of shares of another fund, the shares received by the shareholder in the exchange will have the same age characteristics as the shares exchanged. The age of the shares determines the expiration of the CDSC. If you own Class Y shares, you may exchange those shares for Class Y shares of other funds, for Institutional Class shares of any series of Loomis Sayles Funds I or Loomis Sayles Funds II that offers Institutional Class shares. Shareholders who were shareholders of the Gateway Predecessor Fund as of the date of the Reorganization and (1) whose account value is $100,000 or more or (2) whose account otherwise meets the eligibility requirements for Class Y, may exchange their Class A shares for Class Y shares of the Gateway Fund. Shareholders who hold their shares through certain financial intermediaries may not be eligible to convert their Class A shares to Class Y Shares. These options are summarized in the Funds Prospectuses. An exchange may be effected, provided that neither the registered name nor address of the accounts is different by (1) a telephone request to the Funds at 800-225-5478, (2) a written exchange request to the Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579 or (3) visiting our website at ga.natixis.com. You must acknowledge receipt of a current Prospectus for the Funds before an exchange for the Funds can be effected. The minimum amount for an exchange is the minimum amount to open an account or the total NAV of your account, whichever is less.
Accounts participating in or moving into wrap-fee programs or held through a registered investment adviser may exchange Class A shares of a fund for Class Y shares of the same fund and may also exchange Class C shares of a fund for Class A shares or Class Y shares of the same fund. Any account with an outstanding contingent deferred sales charge (CDSC) liability will be assessed the CDSC before converting to either Class A or Class Y shares. Accounts converting from Class C shares to Class A shares will not be subject to any Class A sales charges as a result of the initial conversion or any subsequent purchases of Class A shares in such accounts. In order to exchange shares, a representative of the wrap-fee program or registered investment adviser must follow the procedures set forth by the Distributor.
Class A shares of a fund acquired by Trustees, former Trustees, employees of affiliates of the Natixis Funds, individuals who are affiliated with any Natixis Fund (including spouses, parents, siblings, grandparents, grandchildren and in-laws of those mentioned) and Natixis affiliate employee benefit plans (collectively, Natixis affiliated shareholders) may be exchanged for Class Y shares of the same fund without payment of a CDSC.
In certain limited circumstances, accounts participating in wrap fee programs or held through a registered investment adviser may exchange Class Y shares of a Fund for Class A shares of the same Fund. Class Y shares may be converted to Class A shares of the same Fund if the Class Y shares are held in an investment option or program that no longer permits the use of Class Y shares in that option or program or if the shareholder otherwise becomes ineligible to participate in Class Y shares. Exchanges from Class Y shares to Class A shares will not be subject to an initial sales charge; however, future purchases may be subject to a sales charge, if applicable. A representative of the wrap fee program or a registered investment adviser must provide a completed cross-share exchange form and written notice to the Distributor indicating that a Class Y shareholder is eligible for conversion to Class A shares prior to any such exchange. An exchange of shares for shares of a different class in the same fund generally should not be a taxable event for the exchanging shareholder.
Due to operational limitations at your financial intermediary, your ability to exchange between shares classes of the same fund may be limited. Please consult your financial representative for more information.
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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 Funds other shareholders or possibly disruptive to the management of the Fund.
Before requesting an exchange into any other Natixis Fund or series of Loomis Sayles Funds I or Loomis Sayles Funds II, please read its prospectus carefully. Subject to the applicable rules of the SEC, the Boards of Trustees reserve the right to modify the exchange privilege at any time. Except as otherwise permitted by SEC rule, shareholders will receive at least 60 days advance notice of any material change to the exchange privilege.
Automatic Exchange Plan
As described in the Prospectuses, a shareholder may establish an Automatic Exchange Plan under which shares of a Fund are automatically exchanged each month for shares of the same class of one or more of the other Funds. Registration on all accounts must be identical. The Fund minimum of the new fund must be met in connection with each investment. The two dates each month on which exchanges may be made are the 15th and 28th (or the first business day thereafter if either the 15th or the 28th is not a business day) until the account is exhausted or until Boston Financial is notified in writing to terminate the plan. Exchanges may be made in amounts of $100 or more. The Service Options Form may be used to establish an Automatic Exchange Plan and is available from Boston Financial or your financial representative.
Restrictions on Buying, Selling and Exchanging Shares
As stated in each Funds Prospectuses, each Fund 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 investors financial intermediary promptly after receipt of the rejected order.
Broker Trading Privileges
The Distributor may, from time to time, enter into agreements with one or more brokers or other intermediaries to accept purchase and redemption orders for Fund shares until the close of regular trading on the NYSE (normally, 4:00 p.m., Eastern time on each day that the NYSE is open for trading); such purchase and redemption orders will be deemed to have been received by a Fund when the authorized broker or intermediary accepts such orders; and such orders will be priced using that Funds NAV next computed after the orders are placed with and accepted by such brokers or intermediaries. Any purchase and redemption orders received by a broker or intermediary under these agreements will be transmitted daily to the Fund no later than the time specified in such agreement; but, in any event, no later than market open, Eastern time, following the day that such purchase or redemption orders are received by the broker or intermediary.
Transcript Requests
Transcripts of account transactions will be provided, free of charge, at the shareholders request.
Self-Servicing Your Account with Natixis Funds Personal Access Line ® and Website
Natixis Funds shareholders may access account information, including share balances and recent account activity online, by visiting our website at ga.natixis.com. Transactions may also be processed online for certain accounts (restrictions may apply). Such transactions include purchases, redemptions and exchanges, and shareholders are automatically eligible for these features. Natixis Funds has taken measures to ensure the security of shareholder accounts, including the encryption of data and the use of personal identification (PIN) numbers. In addition, you may restrict these privileges from your account by calling Natixis Funds at 800-225-5478, or writing to us at P.O. Box 219579, Kansas City, MO 64121-9579. More information regarding these features may be found on our website at ga.natixis.com.
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Investor activities through these mediums are subject to the terms and conditions outlined in the following Natixis Funds Online and Telephonic Customer Agreement . This agreement is also posted on our website. The initiation of any activity through the Natixis Funds Personal Access Line (R) or website at ga.natixis.com by an investor shall indicate agreement with the following terms and conditions:
Natixis Funds Online and Telephonic Customer Agreement
NOTE: ACCESSING OR REQUESTING ACCOUNT INFORMATION OR TRANSACTIONS THROUGH THIS SITE CONSTITUTES AND SHALL BE DEEMED TO BE AN ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.
The accuracy, completeness and timeliness of all mutual fund information provided is the sole responsibility of the mutual fund company that provides the information. No party that provides a connection between this website and a mutual fund or its transfer agency system can verify or ensure the receipt of any information transmitted to or from a mutual fund or its transfer agent, or the acceptance by, or completion of any transaction with, a mutual fund.
The online acknowledgments or other messages that appear on your screen for transactions entered do not mean that the transactions have been received, accepted or rejected by the mutual fund. These acknowledgments are only an indication that the transactional information entered by you has either been transmitted to the mutual fund, or that it cannot be transmitted. It is the responsibility of the mutual fund to confirm to you that it has received the information and accepted or rejected a transaction. It is the responsibility of the mutual fund to deliver to you a current prospectus, confirmation statement and any other documents or information required by applicable law.
NO TRANSACTION SHALL BE DEEMED ACCEPTED UNTIL YOU RECEIVE A WRITTEN CONFIRMATION FROM THE NATIXIS FUNDS.
You are responsible for reviewing all mutual fund account statements received by you in the mail in order to verify the accuracy of all mutual fund account information provided in the statement and transactions entered through this site. You are also responsible for promptly notifying the mutual fund of any errors or inaccuracies relating to information contained in, or omitted from, your mutual fund account statements, including errors or inaccuracies arising from the transactions conducted through this site.
TRANSACTIONS ARE SUBJECT TO ALL REQUIREMENTS, RESTRICTIONS AND FEES AS SET FORTH IN THE PROSPECTUS OF THE SELECTED FUND.
THE CONDITIONS SET FORTH IN THIS AGREEMENT EXTEND NOT ONLY TO TRANSACTIONS TRANSMITTED VIA THE INTERNET BUT TO TELEPHONIC TRANSACTIONS INITIATED THROUGH THE NATIXIS FUNDS PERSONAL ACCESS LINE (R) .
You are responsible for the confidentiality and use of your personal identification numbers, account numbers, social security numbers and any other personal information required to access the site or transmit telephonically. Any individual that possesses the information required to pass through all security measures will be presumed to be you. All transactions submitted by an individual presumed to be you will be solely your responsibility.
You agree that Natixis Funds does not have the responsibility to inquire as to the legitimacy or propriety of any instructions received from you or any person believed to be you, and is not responsible or liable for any losses that may occur from acting on such instructions.
Natixis Funds is not responsible for incorrect data received via the Internet or telephonically from you or any person believed to be you. Transactions submitted over the Internet and telephonically are solely your responsibility and Natixis Funds makes no warranty as to the correctness, completeness or accuracy of any transmission. Similarly Natixis Funds bears no responsibility for the performance of any computer hardware, software or the performance of any ancillary equipment and services such as telephone lines, modems or Internet service providers.
The processing of transactions over this site or telephonically will involve the transmission of personal data including social security numbers, account numbers and personal identification numbers. While Natixis Funds has
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taken reasonable security precautions including data encryption designed to protect the integrity of data transmitted to and from the areas of our website that relate to the processing of transactions, we disclaim any liability for the interception of such data.
You agree to immediately notify Natixis Funds if any of the following occurs:
1. | You do not receive confirmation of a transaction submitted via the Internet or telephonically within five (5) business days. |
2. | You receive confirmation of a transaction of which you have no knowledge and which was not initiated or authorized by you. |
3. | You transmit a transaction for which you do not receive a confirmation number. |
4. | You have reason to believe that others may have gained access to your personal identification number (PIN) or other personal data. |
5. | You notice an unexplained discrepancy in account balances or other changes to your account, including address changes, and banking instructions on any confirmations or statements. |
Any costs incurred in connection with the use of the Natixis Funds Personal Access Line (R) or the Natixis Funds Internet site including telephone line costs and Internet service provider costs are solely your responsibility.
Similarly, Natixis Funds makes no warranties concerning the availability of Internet services or network availability. Natixis Funds reserves the right to suspend, terminate or modify the Internet capabilities offered to shareholders without notice.
YOU HAVE THE ABILITY TO RESTRICT INTERNET AND TELEPHONIC ACCESS TO YOUR ACCOUNTS BY NOTIFYING NATIXIS FUNDS OF YOUR DESIRE TO DO SO.
Written notifications to Natixis Funds should be sent to:
All account types excluding SIMPLE IRAs:
Natixis Funds
P. O. Box 219579
Kansas City, MO 64121-9579
Notification may also be made by calling 800-225-5478 during normal business hours.
Simple IRA shareholders please use:
Natixis Funds
P. O. Box 8705
Boston, MA 02266-8705
Notification may also be made by calling 800-813-4127 during normal business hours.
The method for determining the public offering price and NAV per share is summarized in the Prospectuses.
The total 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 NYSE is open for trading. Each Fund will not price its shares on the following holidays: New Years 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
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pricing services recommended by the applicable Adviser and approved by the Board of Trustees. Such pricing services generally use the securitys last sale price on the exchange or market where the security is primarily traded 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 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 each Fund by a pricing service recommended by the applicable Adviser and approved by each 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 each Fund 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 valued at amortized cost, which approximates market value. Domestic exchange-traded single equity option contracts (including options on exchange-traded funds) are valued at the mean of the National Best Bid and Offer quotations. Options on futures contracts are valued using the current settlement price. Other exchange-traded options are valued at the average of the closing bid and asked quotations. OTC options contracts are valued based on quotations obtained from broker-dealers. These quotations will be either the bid for a long transaction or the ask for a short transaction. Under normal market conditions, the Funds will generally consider the value of domestic exchange-traded index options determined at the close of trading on the Chicago Board of Options Exchange (the CBOE) (normally 4:15 p.m., Eastern time) to be the value at the close of the NYSE (normally 4:00 p.m., Eastern time). However, if under the Funds valuation procedures a significant change in the value of the S&P 500 contracts is considered to have occurred between the close of the NYSE and the close of the CBOE, the Funds will consider the closing price on the CBOE to not reflect the value of the index options at the close of the NYSE. In such circumstances the index options will be fair valued by or pursuant to procedures approved by the Board of Trustees. On the last business day of the month, the Gateway Fund will fair value index options using the closing rotation values published by the CBOE. Interest rate swaps are valued based on prices supplied by a pricing service, if available, or quotations obtained from broker-dealers. Credit default swaps are valued based on mid prices supplied by a pricing service, if available, or quotations obtained from broker-dealers. Futures are valued at the most recent settlement price. Forward foreign currency contracts are valued at interpolated prices determined from information provided by an independent pricing service. Investments in other open-end investment companies are valued at their reported NAV each day. 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 applicable Adviser or Subadviser using consistently applied procedures under the general supervision of the Boards of Trustees.
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 non-U.S. exchange except for securities traded on the London Stock Exchange (British Equities). British Equities will be valued at the official close of 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 each Fund computes the NAV of its 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 Funds NAV. If it is determined pursuant to procedures adopted by the Board of Trustees that events materially affecting the value of a Funds securities have occurred during such period, then these securities may be fair valued at the time a Fund determines its NAV by or pursuant to procedures adopted by the Board of Trustees. When fair valuing its securities, each 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 a Funds NAV is calculated.
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
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to result in a price that reflects fair value. Each Fund may also value securities at fair value or estimate its value pursuant to procedures adopted 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 issuers 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 NAV does not take place at the same time as the prices of many of its portfolio securities are determined, and the value of these Funds portfolios may change on days when these Funds are not open for business and their shares may not be purchased or redeemed.
The per share NAV of a class of each Funds shares is computed by dividing the number of shares outstanding into the total NAV attributable to such class. The public offering price of a Class A share of a Fund is the NAV per share plus a sales charge as set forth in each Funds Prospectus.
The following special purchase plans are summarized in the Prospectuses and are described in greater detail below. Investors should note that in many cases, the broker, and not the Funds, is responsible for ensuring that the investor receives current discounts.
If you invest in Class A shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure you obtain the proper breakpoint discount. In order to reduce your sales charge, it will be necessary at the time of purchase to inform the Distributor and your financial intermediary, in writing, of the existence of other accounts in which there are holdings eligible to be aggregated to meet sales load breakpoints. If the Distributor is not notified that you are eligible for a reduced sales charge, the Distributor will be unable to ensure that the reduction is applied to the investors account. You may be required to provide certain records and information, such as account statements, with respect to all of your accounts which hold Fund shares, including accounts with other financial intermediaries, and your family members and other related parties accounts, in order to verify your eligibility for the reduced sales charge.
Cumulative Purchase Discount
A Fund shareholder may make an initial or an additional purchase of Class A shares and be entitled to a discount on the sales charge payable on that purchase. This discount will be available if the shareholders total investment in the Fund reaches the breakpoint for a reduced sales charge in the table in the section How Sales Charges Are Calculated Class A shares in the Class A and C Prospectuses. The total investment is determined by adding the amount of the additional purchase, including sales charges, to the current public offering price of all series and classes of shares of the Natixis Funds held by the shareholder in one or more accounts. Certain shares held through Loomis Sayles Distributors, L.P. may not be eligible for this privilege. If the total investment exceeds the breakpoint, the lower sales charge applies to the entire additional investment even though some portion of that additional investment is below the breakpoint to which a reduced sales charge applies. For example, if a shareholder who already owns shares of one or more Funds or another Natixis Fund with a value at the current public offering price of $30,000 makes an additional purchase of $20,000 of Class A shares of another Fund or Natixis Fund, the reduced sales charge of 4.5% of the public offering price will apply to the entire amount of the additional investment.
Letter of Intent
A Letter of Intent (a Letter), which can be effected at any time, is a privilege available to investors that reduces the sales charge on investments in Class A shares. Ordinarily, reduced sales charges are available for single purchases of Class A shares only when they reach certain breakpoints ( e.g., $25,000, $100,000, etc.). By signing a Letter, a shareholder indicates an intention to invest enough money in Class A shares within 13 months to reach a breakpoint. If the shareholders intended aggregate purchases of all series and classes of the Trusts and other Natixis Funds over
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a defined 13-month period will be large enough to qualify for a reduced sales charge, the shareholder may invest the smaller individual amounts at the public offering price calculated using the sales load applicable to the 13-month aggregate investment.
A Letter is a non-binding commitment, the amount of which may be increased, decreased or canceled at any time. The effective date of a Letter is the date it is received in good order by the Funds transfer agency.
A reduced sales charge is available pursuant to a written Letter effected within 90 days after any purchase of Class A shares. In the event the account was established prior to 90 days before the effective date of the Letter, the account will be credited with the Rights of Accumulation (ROA) towards the breakpoint level that will be reached upon the completion of the 13 months purchases. The ROA credit is the value of all shares held as of the effective dates of the Letter based on the public offering price computed on such date.
The cumulative purchase discount, described above, permits the aggregate value at the current public offering price of Class A shares of any accounts with the Trusts held by a shareholder to be added to the dollar amount of the intended investment under a Letter, provided the shareholder lists them on the account application.
The Funds transfer agent will hold in escrow shares with a value at the current public offering price of 5% of the aggregate amount of the intended investment. The amount in escrow will be released when the commitment stated in the Letter is completed. If the shareholder does not purchase shares in the amount indicated in the Letter, the shareholder agrees to remit to the Funds transfer agent the difference between the sales charge actually paid and that which would have been paid had the Letter not been in effect, and authorizes the Funds transfer agent to redeem escrowed shares in the amount necessary to make up the difference in sales charges. Reinvested dividends and distributions are not included in determining whether the Letter has been completed.
Combining Accounts
For purposes of determining the sales charge applicable to a given purchase, a shareholder may elect to combine the purchase and the shareholders total investment (calculated at the current public offering price) in all series and classes of the Natixis Funds with the purchases and total investment of the shareholders spouse, parents, children, siblings, grandparents, grandchildren and in-laws of those previously mentioned, single trust estates, individual fiduciary accounts and sole proprietorships or any other group of individuals acceptable to the Distributor. If the combined value of the purchases and total investments exceeds a sales charge breakpoint as disclosed in the Prospectuses, the lower sales charge applies to the entire amount of the purchase, even though some portion of that investment is below the breakpoint to which a reduced sales charge applies.
For certain retirement plans, the Distributor may, in its discretion, combine the purchases and total investment of all qualified participants in the same retirement plan for purposes of determining the availability of a reduced sales charge.
Purchases and total investments of individuals may not be combined with purchases and total investments of the retirement plan accounts described in the preceding paragraph for the purpose of determining the availability of a reduced sales charge. Only the purchases and total investments in tax-qualified retirement plans or other employee benefit plans in which the shareholder is the sole participant may be combined with individual accounts for purposes of determining the availability of a reduced sales charge.
Clients of the Advisers
Investment advisory clients of Natixis Advisors and each Adviser may invest in Class Y shares of the Funds below the minimums stated in the Class Y Prospectus. No front-end sales charge or CDSC applies to investments of $25,000 or more in Class A shares of the Fund by (1) clients of an adviser to any series of the Trusts or another Natixis Fund; any director, officer or partner of a client of an adviser to any series of the Trusts or another Natixis Fund; or the spouse, parents, children, siblings, in-laws, grandparents or grandchildren of the foregoing; (2) any individual who is a participant in a Keogh or IRA Plan under a prototype of an adviser to any series of the Trusts or another Natixis Fund if at least one participant in the plan qualifies under category (1) above; and (3) an individual who invests through an IRA and is a participant in an employee benefit plan that is a client of an adviser to any
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series of the Trusts or another Natixis Fund. Any investor eligible for this arrangement should so indicate in writing at the time of the purchase. In addition, the front-end sales charge or CDSC may be waived for investments in Class A shares, for Funds that do not offer Class Y shares, by clients of an adviser to any series of the Trusts or another Natixis Fund.
Eligible Governmental Authorities
There is no sales charge or CDSC related to investments in Class A shares by any state, county or city or any instrumentality, department, authority or agency thereof that has determined that a Fund is a legally permissible investment and that is prohibited by applicable investment laws
Investment Advisory Accounts
Class A shares of any Fund may be purchased at NAV by investment advisers, financial planners or other intermediaries who place trades for their own accounts or the accounts of their clients and who charge a management, consulting or other fee for their services; clients of such investment advisers, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment adviser, financial planner or other intermediary on the books and records of the broker or agent; and retirement and deferred compensation plans and trusts used to fund those plans, including, but not limited to, those defined in Sections 401(a), 403(b), 401(k) and 457 of the Code and rabbi trusts. Investors may be charged a fee if they effect transactions through a broker or agent.
Certain Broker-Dealers and Financial Services Organizations
Class A shares of any Fund also may be purchased at NAV through certain broker-dealers or financial services organizations without any transaction fee. Such organizations may also receive compensation paid by Natixis Advisors, or its affiliates out of their own assets (as described in the section Distribution Agreements and Rule 12b-1 Plans), or be paid indirectly by the Fund in the form of servicing, distribution or transfer agent fees.
Certain Retirement Plans
Class A shares of the Funds are available at NAV for investments by participant-directed 401(a) and 401(k) plans that have $1 million or more in total plan assets or 100 or more eligible employees or by retirement plans whose third-party administrator or dealer has entered into a service agreement with the Distributor and which may be subject to certain operational and minimum size requirements specified from time to time by the Distributor. The Distributor may pay compensation to such third-party administrators or dealers. This compensation may be paid indirectly by the Funds in the form of service or distribution fees.
Bank Trust Departments or Trust Companies
Class A shares of the Funds are available at NAV for investments by non-discretionary and non-retirement accounts of bank trust departments or trust companies, but are unavailable if the trust department or institution is part of an organization not principally engaged in banking or trust activities.
The reduction or elimination of the sales charges in connection with special purchase plans described above reflects the absence or reduction of expenses associated with such sales.
As described in the Prospectuses, it is the policy of the Funds to pay their shareholders annually according to the schedule specified in the Prospectuses, as dividends, all or substantially all of their net investment income and to distribute annually all of their net realized long-term and short-term capital gains, if any, after offsetting any capital loss carryovers.
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Ordinary income dividends and capital gain distributions are payable on the ex-dividend date in full and fractional shares of the relevant class of the Funds based upon the NAV determined as of the close of the NYSE 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 the Natixis Funds, contacting Natixis Funds at 1-800-225-5478 or visiting ga.natixis.com to change your distribution option. In order for a change to be in effect for any dividend or distribution, it must be received by the 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 as undeliverable to the Funds, 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, federal tax information regarding Fund distributions will be furnished to each shareholder for each calendar year generally on or before January 31st of the succeeding year.
The following discussion of U.S. federal income tax consequences of investment in the Funds is based on the Code, U.S. Treasury regulations, and other applicable authorities, all as of the date of this Statement. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal tax considerations generally applicable to investments in the Funds. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisers regarding their particular situations and the possible application of foreign, state and local tax laws.
Taxation of the Funds
Each Fund has elected and intends to qualify each year for the special tax treatment accorded to RICs under Subchapter M of the Code. In order to so 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 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 (b) net income derived from interests in qualified publicly traded partnerships (QPTPs); (ii) diversify its holdings so that at the end of each quarter of the Funds taxable year (a) at least 50% of the market value of each Funds total assets consists of cash and cash items, U.S. government securities, securities of other RICs, and other securities limited generally, with respect to any one issuer, to no more than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Funds total assets is invested (1) in the securities (other than those of the U.S. government or other RICs) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar or related trades or businesses, or (2) in the securities of one or more QPTPs; and (iii) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt interest income, if any, for such year.
In general, for purposes of the 90% of gross income requirement described in (i) above, income derived by the Funds 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 Funds. However, 100% of the net income derived from an interest in a QPTP (generally, a partnership (a) interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from the qualifying income described in (i)(a) above) 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 not apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.
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The 90% of gross income requirement described in (i) above will significantly limit the ability of the Funds to invest directly in commodities and certain commodity-related instruments. Each of the ASG Funds and the Multi-Asset Real Return Fund intends to invest in a wholly-owned non-U.S. subsidiary that would in turn make commodity and commodity-related investments. These Funds have each obtained a private letter ruling from the Internal Revenue Service (the IRS) to the effect that income of the subsidiary that is attributed to the Fund will be qualifying income for purposes of the gross income requirement.
For purposes of the diversification requirements set forth in (ii) above, outstanding voting securities of an issuer includes the equity securities of a QPTP. Also for purposes of the diversification requirements in (ii) above, identification of the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the IRS with respect to identification of the issuer for a particular type of investment may adversely affect the Funds ability to satisfy the diversification requirements.
Assuming that it qualifies for treatment as a RIC, each Fund will not be subject to federal income tax on income that is distributed to its shareholders in a timely manner in the form of dividends (including Capital Gain Dividends, defined below). If a Fund were to fail to satisfy the income or the diversification requirements described above, the Fund could in some cases cure such failure, including by paying a fund-level tax and, in the case of diversification failures, disposing of certain assets. If a Fund were ineligible to or did not cure such a failure for any year, or if a Fund otherwise were to fail to qualify as a regulated investment company accorded special tax treatment, 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 long-term capital gains, would be taxable to shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of corporate shareholders and may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, provided in both cases that the shareholder meets certain holding period and other requirements in respect of the Funds shares (as described below). In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying for the special tax treatment accorded to RICs under the Code.
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 retains 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 or substantially all of its net capital gain and to make appropriate Capital Gain Dividend (as defined below) designations. If a Fund retains 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 timely notice to its shareholders who then in turn (i) will be required to include in income for federal income tax purposes, as long-term capital gains, their respective shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds on properly-filed U.S. federal income tax returns to the extent the credit exceeds such liabilities. In this event, for federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholders gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Funds are not required to, and there can be no assurance that any Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend, its taxable income and its earnings and profits, a regulated investment company may elect to treat any post-October capital loss (defined as the greatest of net capital loss, net long-term capital loss, or net short-term capital loss, in each case attributable to the portion of the taxable year after October 31) and certain late-year ordinary losses (generally, (i) net ordinary losses from the sale, exchange or other taxable disposition of property attributable to the portion of the taxable year after October 31, plus (ii) other net ordinary losses attributable to the portion of the taxable year, if any, after December 31) as if incurred in the succeeding taxable year.
Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against a Funds net investment income. Instead, potentially subject to certain limitations, a Fund may carry net capital losses from any
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taxable year forward to offset capital gains in future years, thereby reducing the amount the Fund would otherwise be required to distribute in such future years to qualify for the special tax treatment accorded regulated investment companies and avoid a fund-level tax. Net capital losses incurred by a Fund in a taxable year beginning on or before December 22, 2010 (pre-2011 losses), may be carried forward for eight taxable years, and in the year to which the losses are carried forward, such losses are treated as short-term capital losses that first offset short-term capital gains, and then offset long-term capital gains. Each Fund is permitted to carry forward net capital losses it incurs in taxable years beginning after December 22, 2010 without expiration. Any such carryforward losses will retain their character as short-term or long-term; this may well result in larger distributions of short-term gains (taxed as ordinary income to individual shareholders) than would have resulted under the regime applicable to pre-2011 losses. Each Fund will also generally be required to use any such carryforward losses, which will not expire, before it uses any pre-2011 losses. This may increase the likelihood that pre-2011 losses, if any, will expire unused. See the most recent annual shareholder report for each Funds available capital loss carryovers (if any) as of the end of its most recently added fiscal year.
If a Fund fails to distribute in a calendar year at least an amount equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 of such year (or December 31 of that year if the Fund so elects) plus any retained amount from the prior year, a Fund will be subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, ordinary gains and losses from the sale, exchange or other taxable disposition of property that would be taken into account after October 31 (or later if a Fund is permitted to and does so elect) are treated as arising on January 1 of the following calendar year. Also for purposes of the excise tax , a Fund will be treated as having distributed any amount on which it has been subject to corporate income tax in the taxable year ending within the calendar year. Each Fund generally intends to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no
Taxation of Fund Distributions
Distributions of investment income are generally taxable as ordinary income to the extent of a Funds earnings and profits. 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. In general, the Fund will recognize long-term capital gain or loss on assets it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Distributions of net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that are properly reported 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. Long-term capital gain rates applicable to individuals have been temporarily reduced in general to 15%, with a 0% rate applying to taxpayers in the 10% and 15% rate brackets for taxable years beginning before January 1, 2013. It is currently unclear whether Congress will extend these long-term capital gain rates for taxable years beginning on or after January 1, 2013. Distributions of the excess of net short-term capital gain over net long-term capital loss will generally be taxable to a shareholder receiving such distributions as ordinary income. Distributions from capital gains are generally made after applying any available capital loss carryovers.
Distributions are taxable to shareholders even if they are paid from income or gains earned by a Fund before a shareholders 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 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 generally will be treated for federal income tax purposes as paid by a Fund and received by shareholders on December 31 of the year in which distributions are declared rather than the calendar year in which they are received.
For taxable years beginning before January 1, 2013, 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 that Funds shares. A dividend will not be treated as qualified dividend income
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(at either a 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 U.S. (with the exception of dividends paid on stock of such a foreign corporation that is readily tradable on an established securities market in the U.S.) or (b) treated as a PFIC (as defined below). Income derived from investments in derivatives, fixed-income securities and REITs generally is not eligible for treatment as qualified dividend income.
In general, distributions of investment income properly reported by a Fund as derived from qualified dividend income will be treated as qualified dividend income in the hands of a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to a Funds shares. 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 Funds dividends (other than properly designated Capital Gain Dividends) will be eligible to be treated as qualified dividend income. It is currently unclear whether Congress will extend the special tax treatment of qualified dividend income for taxable years beginning on or after January 1, 2013.
Dividends of net investment income received by corporate shareholders of a Fund will generally qualify for the 70% dividends-received deduction available to corporations to the extent they are properly reported as being attributable to the amount of eligible dividends received by a Fund from domestic corporations for the taxable year. A dividend received by a Fund will not be treated as an eligible dividend (1) if it has been received with respect to any share of stock that a Fund has held for less than 46 days during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (less than 91 days during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (2) to the extent that a Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends-received deduction may be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of a Fund or (2) otherwise by application of the Code (for example, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock generally stock acquired with borrowed funds).
Any distribution of income that is attributable to (i) income received by a Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (ii) dividend income received by a Fund on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that, for federal tax purposes, is treated as a loan by the Fund, will generally not constitute qualified dividend income to individual shareholders or be eligible for the dividends-received deduction for corporate shareholders.
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 shareholders tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders 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, Exchange or Redemption of Shares
A sale, exchange or redemption of Fund shares will generally 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 Capital Gain Dividends 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 under the Codes wash sale rules if other
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substantially identical shares of a 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.
Foreign Taxation
Income received by a Fund from investments in securities of foreign issuers may be subject to foreign withholding and other taxes. This will decrease the Funds yield on securities subject to such taxes. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. The Funds generally do not expect that shareholders will be entitled to claim a credit or deduction with respect to such foreign taxes incurred by the Funds.
Tax Implications of Certain Fund Investments
Options, Futures, Forward Contracts, Swap Agreements and Hedging Transactions. The tax treatment of certain futures contracts that may be entered into by a Fund as well as listed non-equity options that may be written or purchased by a Fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) will be governed by Section 1256 of the Code (Section 1256 Contracts). Gains or losses on Section 1256 Contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40 gains or losses) although certain foreign currency gains and losses from such contracts may be treated as ordinary in character, as described below. Also, any Section 1256 Contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as 60/40 or ordinary gain or loss, as applicable.
A Funds investments in futures contracts, forward contracts, options, straddles, swap agreements, and options on swaps and foreign currencies, derivatives, as well as any of its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the mark-to-market, constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by the Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income to a Fund, defer losses to a Fund, or cause adjustments in the holding periods of a Funds securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a fund-level tax.
In general, option premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option ( e.g. , through a closing transaction). If a call option written by a Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Fund minus (b) the Funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, that Fund generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect of a termination of a Funds obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock will be short-term gain or loss depending on whether the premium income received by that Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, that Fund generally will recognize short-term gain equal to the premium received.
Certain covered call writing activities of a Fund may trigger the U.S. federal income tax straddle rules of Section 1092 of the Code, requiring that losses be deferred and holding periods be tolled on offsetting positions in options and stocks deemed to constitute substantially similar or related property. Options on single stocks that are not deep in the money may give rise to qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls that are in the money although not deep in the money will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as
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short-term capital gains, and distributions that would otherwise constitute qualified dividend income or qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or to fail to qualify for the 70% dividends-received deduction, as the case may be.
A Funds investments in certain derivatives and foreign currency-denominated instruments, and a Funds transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a Funds book income is less than the sum of its taxable income and net tax-exempt income (if any), a Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and avoid a fund-level tax. If a Funds book income exceeds the sum of its taxable income, including net realized capital gains, and net tax-exempt income (if any), the distribution (if any) of such excess will be treated as (i) a dividend to the extent of a Funds remaining earnings and profits (including earnings and profits arising from tax-exempt income, if any), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Certain Foreign Currency Tax Issues . Gain or loss on foreign currency denominated debt securities and on certain other financial instruments, such as forward currency contracts and currency swaps, that is attributable to fluctuations in exchange rates occurring between the date of acquisition and the date of settlement or disposition of such securities or instruments may be treated under Section 988 of the Code as ordinary income or loss. A Fund may elect out of the application of Section 988 of the Code with respect to the tax treatment of each of its foreign currency forward contracts to the extent that (i) such contract is a capital asset in the hands of that Fund and is not part of a straddle transaction and (ii) the Fund makes an election by the close of the day the contract is entered into to treat the gain or loss attributable to such contract as capital gain or loss.
A Funds forward contracts may qualify as Section 1256 contracts under the Code if the underlying currencies are currencies for which there are futures contracts that are traded on and subject to the rules of a qualified board or exchange. However, a forward currency contract that is a Section 1256 contract would, absent an election out of Section 988 of the Code as described in the preceding paragraph, be subject to Section 988. Accordingly, although such a forward currency contract would be marked-to-market annually like other Section 1256 contracts, the resulting gain or loss would be ordinary. If a Fund were to elect out of Section 988 with respect to forward currency contracts that qualify as Section 1256 contracts, the tax treatment generally applicable to Section 1256 contracts, as described above, would apply to those forward currency contracts: that is, the contracts would be marked-to-market annually and gains and losses with respect to the contracts would be treated as 60/40 gain or loss. If a Fund were to elect out of Section 988 with respect to any of its forward currency contracts that do not qualify as Section 1256 contracts, such contracts will not be marked to market annually and the Fund will recognize short-term or long-term capital gain or loss depending on the Funds holding period therein. A Fund may elect out of Section 988 with respect to all, some or none of its forward currency contracts.
Certain Investments in REITs, REMICs and TMPs. A Fund may invest in REITs. An investment by a Fund in REIT equity securities may result in the Fund receiving cash in excess of the REITs earnings; if a Fund distributes these amounts, such distributions could constitute a return of capital to Fund shareholders for federal income tax purposes. Investments in REIT equity securities may require a Fund to accrue and distribute income not yet received. To generate sufficient cash to make the required distributions, a Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold.
A Fund may invest directly or indirectly (including through a REIT) in residual interests in real estate mortgage investment conduits (REMICs) (including by investing in residual interests in CMOs with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (TMPs). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Funds income (including income allocated to a Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a 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 RIC will generally be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, to the extent a Fund invests in such interests, it may not be a suitable investment for charitable remainder trusts (CRTs), as noted below.
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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 (UBTI) 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 UBTI, 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. See Tax-Exempt Shareholders below for a discussion of the special tax consequences that may result where a tax-exempt entity invests in a RIC that recognizes excess inclusion income. The Funds do not intend to invest in REITs in which a substantial portion of the assets will consist of residual interests in REMICs or equity interests in TMPs.
Certain Fixed-Income and Other Instruments. Certain of a Funds investments, including investments in asset-backed securities, mortgage-related securities, debt obligations issued or purchased at a discount, payment-in-kind securities and inflation-indexed bonds may create taxable income in excess of the cash they generate. In such cases, a Fund may be required to sell assets (including when it is not advantageous to do so) to generate the cash necessary to distribute as dividends to its shareholders all of its income and gains and therefore to eliminate any tax liability at the Fund level. A Fund may realize gains or losses from such liquidations. In the event a Fund realizes net gains from such transactions, that Funds shareholders may receive larger distributions than they would in the absence of such transactions.
Certain High-Yield Discount Obligations. A portion of the interest paid or accrued on certain high-yield discount obligations in which a Fund may invest may be treated as a dividend for purposes of the corporate dividends-received deduction. In such cases, if the issuer of the high-yield discount obligations is a domestic corporation, dividend payments by a Fund to corporate shareholders may be eligible for the dividends-received deduction to the extent of the deemed dividend portion of such accrued interest.
Higher-Risk Securities. A Fund may invest in below investment-grade fixed-income securities, including debt obligations of issuers not currently paying interest or that are in default. Investments in debt obligations that are at risk of, or in default, present special tax issues for a Fund. Tax rules are not entirely clear about issues such as whether and to what extent a Fund should recognize market discount on such a debt obligation, when a Fund may cease to accrue interest, original issue discount or market discount, when and to what extent a Fund may take deductions for bad debts or worthless securities and how a Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a 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 RIC and does not become subject to U.S. federal income or excise tax.
Passive Foreign Investment Companies. An equity investment by a Fund in certain passive foreign investment companies (PFICs) could potentially subject the Fund to U.S. federal income tax (including interest charges) on distributions received from the PFIC or on proceeds received from a disposition of shares in the PFIC. This tax cannot be eliminated by making distributions to Fund shareholders. However, a Fund may make certain elections to avoid the imposition of that tax. For example, a Fund may elect to mark the gains (and to a limited extent losses) in its holdings in a PFIC to the market as though the Fund had sold and repurchased its holdings in the PFIC on the last day of a Funds taxable year. Such gains and losses are treated as ordinary income and loss. A Fund also may in certain cases elect to treat a PFIC as a qualified electing fund ( i.e., make a QEF election), in which case the Fund will be required to include in its income annually its share of the PFICs income and net capital gains, regardless of whether it receives any distribution from the PFIC.
The mark-to-market and QEF elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by a Fund to avoid taxation. Making either of these elections therefore may require a Fund to liquidate investments (including when it is not advantageous to do so) to meet its distribution requirements, which also may accelerate the recognition of gain and affect a Funds total return. Because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances. Dividends paid by PFICs generally will not be eligible to be treated as qualified dividend income.
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Tax-Exempt Shareholders
Income of a RIC that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of that RIC. Notwithstanding this blocking effect, a tax-exempt shareholder may realize UBTI by virtue of its investments in a 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).
A tax-exempt shareholder may also recognize UBTI if a Fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs, as described above, if the amount of such income recognized by a Fund exceeds that Funds investment company taxable income (after taking into account deductions for dividends paid by the Fund). Furthermore, any investment in residual interests of a CMO that has elected to be treated as a REMIC can create complex tax consequences, especially if a Fund has state or local governments or other tax-exempt organizations as shareholders.
In addition, special tax consequences apply when CRTs invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, if a CRT (defined in Section 664 of the Code) realizes any UBTI for a taxable year, a 100% excise tax is imposed on such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a fund that recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a fund that recognizes excess inclusion income, then the fund will be subject to a tax on the portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. To the extent permitted under the 1940 Act, a Fund may elect to specially allocate any such tax to the applicable CRT (or other shareholder), and thus reduce such shareholders distributions for the year by the amount of the tax that relates to such shareholders interest in a Fund. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. CRTs and other tax-exempt investors are urged to consult their tax advisers concerning the consequences of investing in a Fund.
Backup Withholding
A 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 tax rate is 28% for amounts paid through 2012. This rate will expire and the backup withholding tax rate will be 31% for amounts paid after December 31, 2012, unless Congress enacts legislation providing otherwise.
Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
Non-U.S. Shareholders
Capital Gain Dividends generally will not be subject to withholding of U.S. federal income tax. Dividends (other than Capital Gain Dividends) paid by a Fund to a shareholder that is not a United States person within the meaning of the Code (a Foreign Person) generally 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.
Effective for taxable years of a Fund beginning before January 1, 2012, in general and subject to certain limitations, a Fund is not required to withhold any amounts (i) with respect to distributions attributable to U.S. source interest income of types similar to those 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 reported by a Fund as interest-related dividends, and (ii) with respect to distributions of net short-term capital gains in excess of net long-term capital losses, to the extent such distributions are properly reported by a Fund as short-term capital gain dividends. As of
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the date of this Statement, it is unclear whether the exemptions from withholding for interest-related and short-term capital gain dividends will be extended to taxable years beginning on or after January 1, 2012 and, if they are extended, what the terms of the extension will be. A Fund may choose not to report potentially eligible distributions as interest-related or short-term capital gain dividends and/or treat such dividends, in whole or in part, as ineligible for these exemptions from withholding.
In the case of shares held through an intermediary, the intermediary may withhold even if a Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders. Foreign Persons should contact their intermediaries regarding the application of these rules to their accounts.
If a beneficial holder of Fund shares who or which is a Foreign Person has a trade or business in the United States, and Fund dividends received by such holder are effectively connected with the conduct of such trade or business, the dividends will be subject to U.S. federal net income taxation at regular income tax rates.
A beneficial holder of Fund shares who or which 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 a sale or redemption 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, redemption or Capital Gain Dividend, and certain other conditions are met.
Foreign Persons 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 an exemption from the backup withholding tax described above or a reduced rate of withholding provided by treaty.
Certain Additional Reporting and Withholding Requirements
The Hiring Incentives to Restore Employment (HIRE) Act, enacted in March 2010, requires the reporting to the IRS of direct and indirect ownership of foreign financial accounts and foreign entities by U.S. persons. Failure to provide this required information can result in a 30% withholding tax on certain payments (withholdable payments) made after December 31, 2012. Withholdable payments include U.S.-source dividends and interest, and gross proceeds from the sale or other disposition of property that can produce U.S.-source dividends or interest. Subject to future IRS guidance, a Fund may require additional tax-related certifications, representations or information from shareholders in order to comply with the provisions of the HIRE Act.
The IRS has issued only very preliminary guidance with respect to these new rules; their scope remains unclear and potentially subject to material change. Very generally, it is possible that distributions made by a Fund after December 31, 2012 (or such later date as may be provided in future guidance) to a shareholder, including a distribution in redemption of shares and a distribution of income or gains exempt from U.S. federal income tax or, in the case of distributions to a non-U.S. shareholder, exempt from withholding under the regular withholding rules described earlier (e.g., Capital Gain Dividends), will be a withholdable payment subject to the new 30% withholding requirements, unless a shareholder provides information, certifications, representations or waivers of foreign law, as each Fund requires, to comply with the new rules. In the case of certain foreign shareholders, it is possible that this information will include information regarding direct and indirect U.S. owners of such foreign shareholders. The failure of a shareholder to provide such information may result in other adverse consequences to the shareholder. A foreign shareholder that is treated as a foreign financial institution (as defined under these rules) generally will be subject to withholding unless it enters into, and provides certification to a Fund of, a valid information reporting and withholding agreement with the IRS to report, among other requirements, required information including about certain direct and indirect U.S. investors or U.S. accounts. Future regulations may exempt certain foreign financial institutions from these requirements, but it is currently unclear whether or when such regulations will be issued. Persons investing in a Fund through foreign intermediaries should contact their intermediaries regarding the application of these rules to their accounts and their investment in the Fund.
Shareholders could be subject to substantial penalties for failure to comply with these reporting requirements. Shareholders should consult their tax advisers to determine the applicability of these reporting requirements in light of their individual circumstances.
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Effective for taxable years beginning after March 18, 2010, certain individuals (and, if provided in future guidance, certain domestic entities) must disclose annually their interests in specified foreign financial assets on their U.S. federal income tax returns. It is currently unclear under what circumstances, if any, a shareholders (indirect) interest in a Funds specified foreign financial assets, if any, falls within this requirement. Shareholders should consult a tax adviser regarding the applicability to them of the reporting requirement.
Other Tax Matters
Special tax rules apply to investments through 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 such an investment on their particular tax situations.
Dividends, distributions and gains from the sale of Fund shares 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.
If a shareholder recognizes a loss with respect to a Funds 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 IRS 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 RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
Yield and Total Return
Each Fund may advertise the yield and total return of each class of its shares. Each Funds yield and total return will vary from time to time depending upon market conditions, the composition of its portfolio and operating expenses of the relevant Trust 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 Funds yield and total return to yields and total returns 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 Funds shares and to the relative risks associated with the investment objectives and policies of the Fund. Yields and total returns do not take into account any applicable sales charges or CDSC. Yield and total return may be stated with or without giving effect to any expense limitations in effect for a Fund. For those funds that present yields and total returns reflecting an expense limitation or waiver, the yield would have been lower if no limitation or waiver were in effect. Yields and total returns will generally be higher for Class A shares than for Class C shares, because of the higher levels of expenses borne by the Class C shares. Because of its lower operating expenses, Class Y shares of each Fund can be expected to achieve a higher yield and total return than the same Funds Class A and Class C shares.
Each Fund may also present one or more distribution rates for each class in its sales literature. These rates will be determined by annualizing the classs distributions from net investment income and net short-term capital gain over a recent 12-month, 3-month or 30-day period and dividing that amount by the maximum offering price or the NAV. If the NAV, rather than the maximum offering price, is used to calculate the distribution rate, the rate will be higher.
At any time in the future, yield 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 NAVs per share, will vary just as yield and total return will vary. An investors focus on the yield of a Fund to the exclusion of the consideration of the share price of that Fund may result in the investors misunderstanding the total return he or she may derive from the Fund.
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Benchmark Comparisons
Performance information for each Fund with over one calendar year of performance history is included in the Prospectuses (in the section Risk/Return Bar Chart and Table in each Funds Fund Summary), along with the performance of an appropriate benchmark index. Because index comparisons are generally calculated as of the end of each month, index performance information under the Since Inception, Life of Fund or Life of Class headings in the Prospectuses for Funds with less than ten years of performance history may not be coincident with the inception date of the Fund (or class, as applicable). In such instances, index performance
The financial statements, financial highlights and the report of PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Funds, included in the Funds annual report dated December 31, 2010, are also incorporated herein by reference to such report. Information for the Gateway Fund for the period ending prior to December 31, 2007 was audited by another registered independent public accountant. Certain information reflects financial results for a single share of a Fund. The Funds annual and semiannual reports will be available upon request and without charge. The Funds will send a single copy of their 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 800-225-5478 or by writing to the Funds at: 399 Boylston Street, Boston, Massachusetts 02116 or by visiting the Funds website at ga.natixis.com. The annual and semiannual reports will also be available on-line at the SECs website at www.sec.gov.
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DESCRIPTION OF SECURITIES RATINGS
Each Fund may make use of average portfolio credit quality standards to assist institutional investors whose own investment guidelines limit their investments accordingly. In determining a Funds overall dollar-weighted average quality, unrated securities are treated as if rated, based on the Advisers view of their comparability to rated securities. A Funds 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 a Fund will be rated in that category or higher. A Funds investments may range in quality from securities rated in the lowest category in which a Fund is permitted to invest to securities rated in the highest category (as rated by Moodys, S&P or Fitch or, if unrated, determined by the adviser to be of comparable quality). The percentage of a Funds assets invested in securities in a particular rating category will vary. Following is a description of Moodys, S&Ps and Fitchs ratings applicable to fixed-income securities.
Standard & Poors A brief description of the applicable rating symbols of Standard & Poors and their meanings (as published by Standard & Poors) follows:
Issue Credit Rating Definitions
A Standard & Poors issue credit rating is a forward-looking opinion about 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 opinion reflects Standard & Poors view of the obligors capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
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.
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poors analysis of the following considerations:
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Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
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Nature of and provisions of the obligation; |
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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. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
A-1
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors 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 obligors 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.
BB, B, CCC, CC, and C
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 obligors 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 obligors 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 C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
A-2
D
An obligation rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors 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. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
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.
NR
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
Short-Term Issue Credit Ratings
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 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.
B
A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B-1
A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-2
A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
A-3
B-3
A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C
A short-term obligation rated C 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.
D
A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors 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.
SPUR (Standard & Poors Underlying Rating)
This is a rating of a stand-alone capacity of an issue to pay debt service on a credit-enhanced debt issue, without giving effect to the enhancement that applies to it. These ratings are published only at the request of the debt issuer/obligor with the designation SPUR to distinguish them from the credit-enhanced rating that applies to the debt issue. Standard & Poors maintains surveillance of an issue with a published SPUR.
Municipal Short-Term Note Ratings Definitions
A Standard & Poors U.S. municipal note rating reflects Standard & Poors opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poors analysis will review the following considerations:
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Amortization schedulethe larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
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Source of paymentthe more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
Note rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
Dual Ratings
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal
A-4
short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example SP-1+/A-1+).
The ratings and other credit related opinions of Standard & Poors and its affiliates are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or make any investment decisions. Standard & Poors assumes no obligation to update any information following publication. Users of ratings and credit related opinions should not rely on them in making any investment decision. Standard & Poors opinions and analyses do not address the suitability of any security. Standard & Poors Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard & Poors has obtained information from sources it believes to be reliable, Standard & Poors does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and credit related opinions may be changed, suspended, or withdrawn at any time.
Active Qualifiers (Currently applied and/or outstanding)
i
This subscript is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The i subscript indicates that the rating addresses the interest portion of the obligation only. The i subscript will always be used in conjunction with the p subscript, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of AAAp NRi indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
L
Ratings qualified with L apply only to amounts invested up to federal deposit insurance limits.
p
This subscript is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The p subscript indicates that the rating addresses the principal portion of the obligation only. The p subscript will always be used in conjunction with the i subscript, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of AAAp NRi indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
pi
Ratings with a pi subscript are based on an analysis of an issuers published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuers management and therefore may be based on less comprehensive information than ratings without a pi subscript. Ratings with a pi subscript are reviewed annually based on a new years financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuers credit quality.
preliminary
Preliminary ratings, with the prelim qualifier, may be assigned to obligors or obligations, including financial programs, in the circumstances described below. Assignment of a final rating is conditional on the receipt by Standard & Poors of appropriate documentation. Standard & Poors reserves the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating.
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Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions. |
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Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poors policies. |
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Preliminary ratings may be assigned to obligations that will likely be issued upon the obligors emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and |
A-5
discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or postbankruptcy issuer as well as attributes of the anticipated obligation(s). |
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Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poors opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities obligations. |
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Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poors would likely withdraw these preliminary ratings. |
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A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating. |
sf
The (sf) subscript is assigned to all issues and issuers to which a regulation, such as the European Union Regulation on Credit Rating Agencies, requires the assignment of an additional symbol which distinguishes a structured finance instrument or obligor (as defined in the regulation) from any other instrument or obligor. The addition of this subscript to a credit rating does not change the definition of that rating or our opinion about the issues or issuers creditworthiness.
t
This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.
unsolicited
Unsolicited ratings are those credit ratings assigned at the initiative of Standard & Poors and not at the request of the issuer or its agents.
Inactive Qualifiers (No longer applied or outstanding)
* |
This symbol indicated continuance of the ratings is contingent upon Standard & Poors receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. Discontinued use in August 1998.
c
This qualifier was used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuers bonds are deemed taxable. Discontinued use in January 2001.
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.
A-6
q
A q subscript indicates that the rating is based solely on quantitative analysis of publicly available information. Discontinued use in April 2001.
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 & Poors 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.
Local Currency and Foreign Currency Risks
Country risk considerations are a standard part of Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligors capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign governments own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.
The ratings and other credit related opinions of Standard & Poors and its affiliates are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or make any investment decisions. Standard & Poors assumes no obligation to update any information following publication. Users of ratings and credit related opinions should not rely on them in making any investment decision. Standard &Poors opinions and analyses do not address the suitability of any security. Standard & Poors Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard & Poors has obtained information from sources it believes to be reliable, Standard & Poors does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and credit related opinions may be changed, suspended, or withdrawn at any time.
Moodys Investors Service, Inc. A brief description of the applicable Moodys Investors Service, Inc. (Moodys) rating symbols and their meanings (as published by Moodys) follows:
Long-Term Obligation Ratings
Moodys long-term ratings are opinions of the relative credit risk of financial 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 use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Moodys Long-Term Rating Definitions:
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.
A-7
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 and are typically in default, with little prospect for recovery of principal or interest.
Note : Moodys appends numerical modifiers 1, 2, and 3 to 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.
Long-Term Issuer Ratings
Long-Term Issuer Ratings are opinions of the ability of entities to honor long-term senior unsecured financial obligations and contracts. Moodys expresses Long-Term Issuer Ratings on its long-term global scale.
Medium-Term Note Program Ratings
Moodys assigns ratings to medium-term note (MTN) programs and to the individual debt securities issued from them (referred to as drawdowns or notes). These ratings may be expressed on Moodys general long-term or short-term rating scale, depending upon the intended tenor of the notes to be issued under the program.
MTN program ratings are intended to reflect the ratings likely to be assigned to drawdowns issued from the program with the specified priority of claim ( e.g. senior or subordinated). However, the rating assigned to a drawdown from a rated MTN program may differ from the program rating if the drawdown is exposed to additional credit risks besides the issuers default, such as links to the defaults of other issuers, or has other structural features that warrant a different rating. In some circumstances, no rating may be assigned to a drawdown.
Market participants must determine whether any particular note is rated, and if so, at what rating level. Moodys encourages market participants to contact Moodys Ratings Desks or visit www.moodys.com directly if they have questions regarding ratings for specific notes issued under a medium-term note program. Unrated notes issued under an MTN program may be assigned an NR (not rated) symbol.
Short-Term Obligation Ratings:
Moodys 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.
A-8
Moodys 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 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.
Short-Term Issuer Ratings
Short-Term Issuer Ratings are opinions of the ability of entities to honor short-term senior unsecured financial obligations and contracts. Moodys expresses Short-Term Issuer Ratings on its short-term obligations ratings scale.
Fitch Investor Services, Inc. A brief description of the applicable rating symbols of Fitch Investor Services, Inc. (Fitch) and their meanings (as published by Fitch) follows:
Credit Rating Scales
Fitch Ratings 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 the money owed to them in accordance with the terms on which they invested. The agencys 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 terms investment grade and speculative grade have established themselves over time as shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
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.
Fitch Ratings credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
A-9
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instruments documentation. In limited cases, Fitch Ratings may include additional considerations ( i.e. rate to a higher or lower standard than that implied in the obligations documentation). In such cases, the agency will make clear the assumptions underlying the agencys opinion in the accompanying rating commentary.
Long-Term Credit Rating Scales
Issuer Credit Rating Scales
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entitys relative vulnerability to default on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings website.
AAA
Highest credit quality. AAA ratings denote the lowest expectation of default 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 default 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 default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB
Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB
Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.
B
Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC
Substantial credit risk. Default is a real possibility.
A-10
CC
Very high levels of credit risk. Default of some kind appears probable.
C
Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a C category rating for an issuer include:
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the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
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the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or |
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Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a coercive debt exchange. |
RD
Restricted default. RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include:
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the selective payment default on a specific class or currency of debt; |
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the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
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the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or |
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execution of a coercive debt exchange on one or more material financial obligations. |
D
Default. D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a coercive debt exchange.
Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a coercive debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice.
Note:
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 IDR category, or to Long-Term IDR categories below B.
Limitations of the Issuer Credit Rating Scale
Specific limitations relevant to the issuer credit rating scale include:
A-11
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The ratings do not predict a specific percentage of default likelihood over any given time period. |
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The ratings do not opine on the market value of any issuers securities or stock, or the likelihood that this value may change. |
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The ratings do not opine on the liquidity of the issuers securities or stock. |
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The ratings do not opine on the possible loss severity on an obligation should an issuer default. |
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The ratings do not opine on the suitability of an issuer as counterparty to trade credit. |
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The ratings do not opine on any quality related to an issuers business, operational or financial profile other than the agencys opinion on its relative vulnerability to default. |
Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive, and is provided for the readers convenience. Readers are requested to review the section Understanding Credit Ratings - Limitations and Usage for further information on the limitations of the agencys ratings.
Short-Term Ratings
Short-Term Ratings Assigned to Issuers or Obligations in Corporate, Public and Structured Finance
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in US public finance markets.
F1
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2
Good short-term credit quality. Good intrinsic capacity for the timely payment of financial commitments.
F3
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C
High short-term default risk. Default is a real possibility.
RD
Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D
Default. Indicates a broad-based default event for an entity, or the default of short-term obligation.
Limitations of the Short-Term Ratings Scale
Specific limitations relevant to the Short-Term Ratings scale include:
A-12
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The ratings do not predict a specific percentage of default likelihood over any given time period. |
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The ratings do not opine on the market value of any issuers securities or stock, or the likelihood that this value may change. |
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The ratings do not opine on the liquidity of the issuers securities or stock. |
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The ratings do not opine on the possible loss severity on an obligation should an obligation default. |
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The ratings do not opine on any quality related to an issuer or transactions profile other than the agencys opinion on the relative vulnerability to default of the rated issuer or obligation. |
Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive, and is provided for the readers convenience. Readers are requested to review the section Understanding Credit RatingsLimitations and Usage for further information on the limitations of the agencys ratings.
Standard Rating Actions
Affirmed
The rating has been reviewed and no change has been deemed necessary.
Confirmed
Action taken in response to an external request or change in terms. Rating has been reviewed in either context, and no rating change has been deemed necessary. For servicer ratings, action taken in response to change in financial condition or IDR of servicer where servicer rating is reviewed in that context exclusively, and no rating action has been deemed necessary.
Correction
Correction of rating publication error in a rating action commentary or correction of a rating data error in Fitchs ratings database.
Downgrade
The rating has been lowered in the scale.
Paid-In-Full
This tranche has reached maturity, regardless of whether it was amortized or called early. As the issue no longer exists, it is therefore no longer rated. Indicated in rating databases with the symbol PIF.
Publish
Initial public announcement of rating on the agencys website, although not necessarily the first rating assigned. This action denotes when a previously private rating is published.
Rating Watch Maintained
The issue or issuer has been reviewed and remains on active Rating Watch status.
Rating Watch On
The issue or issuer has been placed on active Rating Watch status.
Revision Enhancement
Some form of the credit support affecting the rating opinion has been added, removed, or substituted.
Revision Implication Watch
The Rating Watch status has changed.
A-13
Revision Outlook
The Rating Outlook status has changed.
Upgrade
The rating has been raised in the scale.
Withdrawn
The rating has been withdrawn and the issue or issuer is no longer rated by Fitch Ratings. Indicated in rating databases with the symbol WD.
A-14
Registration Nos. 002-11101
811-00242
NATIXIS FUNDS TRUST II
PART C
OTHER INFORMATION
Item 28. Exhibits
(a) |
Articles of Incorporation. | |||||
(1) | The Registrants Fourth Amended and Restated Agreement and Declaration of Trust dated June 2, 2005 (the Agreement and Declaration) is incorporated by reference to exhibit (a)(1) to post-effective amendment (PEA) No. 128 to the initial registration statement (Registration Statement) filed on January 30, 2006. | |||||
(2) | Amendment No. 1 dated June 1, 2007 to the Agreement and Declaration is incorporated by reference to exhibit (a)(2) to PEA No. 132 to the Registration Statement filed on January 28, 2008. | |||||
(3) | Memorandum and Articles of Association of ASG Global Alternatives Cayman Fund Ltd. (the Global Alternatives Commodity Subsidiary) dated August 11, 2008 is incorporated by reference to exhibit (a)(3) to PEA No. 138 filed on September 29, 2008. | |||||
(4) | Memorandum and Articles of Association of ASG Diversifying Strategies Cayman Fund Ltd. (the Diversifying Strategies Commodity Subsidiary) dated July 2, 2009 is incorporated by reference to exhibit (a)(4) to PEA No. 144 filed on July 31, 2009. | |||||
(5) | Memorandum and Articles of Association of ASG Managed Futures Strategy Cayman Fund Ltd. (the Managed Futures Strategy Commodity Subsidiary) dated June 24, 2010 is incorporated by reference to exhibit (a)(5) to PEA No. 150 filed on July 29, 2010. | |||||
(6) | Memorandum and Articles of Association of Loomis Sayles Multi-Asset Real Return Cayman Fund Ltd. (the Multi-Asset Real Return Commodity Subsidiary) dated August 18, 2010 is incorporated by reference to exhibit (a)(6) to PEA No. 151 filed on September 29, 2010. | |||||
(b) |
By-Laws. | |||||
(1) | The Registrants Amended and Restated By-Laws dated September 23, 2008 (the By-Laws) are incorporated by reference to exhibit (b)(1) to PEA No. 140 to the Registration Statement filed on December 1, 2008. | |||||
(c) |
Instruments Defining Rights of Security Holders. |
1
(1) | Rights of shareholders as described in Article III, Section 6 and Article V of the Registrants Agreement and Declaration is incorporated by reference to exhibit (c) to PEA No. 128 to the Registration Statement filed on January 30, 2006. | |||||
(d) |
Investment Advisory Contracts. | |||||
(1) | (i) | Advisory Agreement dated October 30, 2000 between the Registrant, on behalf of Harris Associates Large Cap Value Fund, and Natixis Asset Management Advisors, L.P. (Natixis Advisors) is incorporated by reference to exhibit (d)(1)(i) to PEA No. 114 to the Registration Statement filed on February 27, 2001. | ||||
(ii) | Advisory Agreement dated September 30, 2008 between the Registrant, on behalf of ASG Global Alternatives Fund, and AlphaSimplex Group, LLC (AlphaSimplex) is incorporated by reference to exhibit (d)(1)(iii) to PEA No. 140 to the Registration Statement filed on December 1, 2008. | |||||
(iii) | Advisory Agreement dated October 31, 2008 between the Registrant, on behalf of Vaughan Nelson Value Opportunity Fund, and Natixis Advisors is incorporated by reference to exhibit (d)(1)(iv) to PEA No. 139 to the Registration Statement filed on October 30, 2008. | |||||
(iv) | Advisory Agreement dated November 27, 2008 between the Global Alternatives Commodity Subsidiary and AlphaSimplex is incorporated by reference to exhibit (d)(1)(v) to PEA No. 141 to the Registration Statement filed on April 30, 2009. | |||||
(v) | Advisory Agreement dated July 21, 2009 between the Registrant, on behalf of ASG Diversifying Strategies Fund, and AlphaSimplex is incorporated by reference to exhibit (d)(1)(vi) to PEA No. 144 filed on July 31, 2009. | |||||
(vi) | Advisory Agreement dated July 21, 2009 between the Diversifying Strategies Commodity Subsidiary and AlphaSimplex is incorporated by reference to exhibit (d)(1)(viii) to PEA No. 144 filed on July 31, 2009. | |||||
(vii) | Advisory Agreement dated July 28, 2010 between the Registrant on behalf of ASG Managed Futures Strategy Fund and AlphaSimplex is incorporated by reference to exhibit (d)(1)(vii) to PEA No. 151 filed on September 29, 2010. | |||||
(viii) | Advisory Agreement dated July 28, 2010 between the ASG Managed Futures Strategy Commodity Subsidiary and AlphaSimplex is incorporated by reference to exhibit (d)(1)(viii) to PEA No. 151 filed on September 29, 2010. | |||||
(ix) | Advisory Agreement dated July 28, 2010 between the Registrant on behalf of Westpeak ActiveBeta ® Equity Fund and Natixis Advisors is incorporated by reference to exhibit (d)(1)(ix) to PEA No. 151 filed on September 29, 2010. |
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(x) | Advisory Agreement dated September 30, 2010 between the Registrant on behalf of Loomis Sayles Multi-Asset Real Return Fund and Loomis, Sayles & Company, L.P. (Loomis Sayles) is incorporated by reference to exhibit (d)(1)(x) to PEA No. 151 filed on September 29, 2010. | |||||
(xi) | Advisory Agreement dated September 30, 2010 between the Multi-Asset Real Return Commodity Subsidiary and Loomis Sayles is incorporated by reference to exhibit (d)(1)(xi) to PEA No. 151 filed on September 29, 2010. | |||||
(xii) | Advisory Agreement dated December 14, 2010 between the Registrant on behalf of Loomis Sayles Absolute Strategies Fund and Loomis Sayles is incorporated by reference to exhibit (d)(1)(xii) to PEA No. 153 filed on December 14, 2010. | |||||
(2) |
(i) | Sub-Advisory Agreement dated October 29, 2002 among Registrant, on behalf of Harris Associates Large Cap Value Fund, Natixis Advisors, and Harris Associates L.P. (Harris Associates) is incorporated by reference to exhibit (d)(2)(i) to PEA No. 118 to the Registration Statement filed on February 28, 2003. | ||||
(ii) | Amendment No.1 dated July 1, 2005 to Sub-Advisory Agreement dated October 29, 2002 among Registrant, on behalf of Harris Large Cap Value Fund, Natixis Advisors, and Harris Associates is incorporated by reference to exhibit (d)(2)(ii) to PEA No. 128 to the Registration Statement filed on January 30, 2006. | |||||
(iii) | Sub-Advisory Agreement dated September 30, 2008 among Registrant, on behalf of ASG Global Alternatives Fund, AlphaSimplex and Reich & Tang Asset Management, LLC (Reich & Tang) is incorporated by reference to exhibit (d)(2)(iii) to PEA No. 140 to the Registration Statement filed on December 1, 2008. | |||||
(iv) | Sub-Advisory Agreement dated October 31, 2008 among Registrant on behalf of Vaughan Nelson Value Opportunity Fund, Natixis Advisors and Vaughan Nelson Investment Management, L.P. (Vaughan Nelson) is incorporated by reference to exhibit (d)(2)(iv) to PEA No. 139 to the Registration Statement filed on October 30, 2008. | |||||
(v) | Sub-Advisory Agreement dated November 27, 2008 among the Global Alternatives Commodity Subsidiary, AlphaSimplex and Reich & Tang is incorporated by reference to exhibit (d)(2)(v) to PEA No. 141 to the Registration Statement filed on April 30, 2009. | |||||
(vi) | Sub-Advisory Agreement dated July 24, 2009 among Registrant, on behalf of ASG Diversifying Strategies Fund, AlphaSimplex and Reich & Tang is incorporated by reference to exhibit (d)(2)(vi) to PEA No. 144 filed on July 31, 2009. | |||||
(vii) | Sub-Advisory Agreement dated July 24, 2009 among the Diversifying Strategies Commodity Subsidiary, AlphaSimplex and Reich & Tang is |
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behalf of Loomis Sayles Absolute Strategies Fund, and Natixis Distributors is incorporated by reference to exhibit (e)(8) to PEA No. 153 filed on December 14, 2010. | ||||||
(9) | Form of Dealer Agreement used by Natixis Distributors is filed herewith. | |||||
(f) |
Bonus or Profit Sharing Contracts. | |||||
Not applicable. | ||||||
(g) |
Custodian Agreements. | |||||
(1) | Custodian Contract dated September 1, 2005 among Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and State Street Bank and Trust Company (State Street) is incorporated by reference to exhibit (g)(1) to PEA No. 128 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 III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and State Street is incorporated by reference to exhibit (g)(2) to PEA No. 130 filed on January 26, 2007. | |||||
(3) | Custody Services Agreement dated November 27, 2008 between the Global Alternatives Commodity Subsidiary and State Street is incorporated by reference to exhibit (g)(3) to PEA No. 141 to the Registration Statement filed on April 30, 2009. | |||||
(4) | Custody Services Agreement dated July 27, 2009 between the Diversifying Strategies Commodity Subsidiary and State Street is incorporated by reference to exhibit (g)(4) to PEA No. 144 filed on July 31, 2009. | |||||
(5) | Custody Services Agreement dated July 28, 2010 between the Managed Futures Strategy Commodity Subsidiary and State Street is incorporated by reference to exhibit (g)(5) to PEA No. 151 filed on September 29, 2010. | |||||
(6) | Custody Services Agreement dated September 30, 2010 between the Multi-Asset Real Return Commodity Subsidiary and State Street is incorporated by reference to exhibit (g)(6) to PEA No. 151 filed on September 29, 2010. | |||||
(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 III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Boston Financial Data Services, Inc. (Boston Financial) is incorporated by reference to exhibit (h)(1)(i) to PEA No. 128 to the Registration Statement filed on January 30, |
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2006. | ||||||
(ii) | 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 III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, and Boston Financial is incorporated by reference to exhibit (h)(1)(ii) to PEA No. 130 filed on January 26, 2007. | |||||
(iii) | Amendment dated February 15, 2008 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 III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series, Gateway Trust and Boston Financial is incorporated by reference to exhibit (h)(1)(iii) to PEA No. 140 to the Registration Statement filed on December 1, 2008. | |||||
(iv) | Amendment dated October 1, 2008 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 III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series, Gateway Trust and Boston Financial is incorporated by reference to exhibit (h)(1)(iii) to PEA No. 139 to the Registration Statement filed on October 30, 2008. | |||||
(2) | (i) | Administrative Services Agreement dated January 3, 2005 between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2) to PEA No. 125 to the Registration Statement filed on January 28, 2005. | ||||
(ii) | 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 III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(ii) to PEA No. 128 to the Registration Statement filed on January 30, 2006. | |||||
(iii) | Second Amendment dated January 1, 2006 to Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(iii) to PEA No. 128 to the Registration Statement filed on January 30, 2006. | |||||
(iv) | Third Amendment dated July 1, 2007 to Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, |
6
Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(iv) to PEA No. 132 to the Registration Statement filed on January 28, 2008. | ||||||
(v) | 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 III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(v) to PEA No. 132 to the Registration Statement filed on January 28, 2008. | |||||
(vi) | 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 III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(vi) to PEA No. 132 to the Registration Statement filed on January 28, 2008. | |||||
(vii) | Sixth Amendment dated February 19, 2008 to the Administrative Services Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series and Natixis Advisors is incorporated by reference to exhibit (h)(2)(vii) to PEA No. 134 to the Registration Statement filed on April 29, 2008. | |||||
(viii) | Seventh Amendment dated July 1, 2008 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(viii) to PEA No. 138 to the Registration Statement filed on September 29, 2008. | |||||
(ix) | Eighth Amendment dated September 29, 2008 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(ix) to PEA No. 138 to the Registration Statement filed on September 29, 2008. | |||||
(x) | Ninth Amendment dated October 31, 2008 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(x) to PEA No. 139 to the Registration Statement filed on |
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October 30, 2008. | ||||||
(xi) | Tenth Amendment dated January 9, 2009 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(xi) to PEA No. 141 to the Registration Statement filed on April 30, 2009. | |||||
(xii) | Eleventh Amendment dated July 27, 2009 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(xii) to PEA No. 144 filed on July 31, 2009. | |||||
(xiii) | Twelfth Amendment dated February 25, 2010 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(xiii) to PEA No. 146 filed on March 1, 2010. | |||||
(xiv) | Thirteenth Amendment dated July 1, 2010 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(xiv) to PEA No. 150 filed on July 29, 2010. | |||||
(xv) | Fourteenth Amendment dated September 21, 2010 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(xv) to PEA No. 151 filed on September 29, 2010. | |||||
(xvi) | Fifteenth Amendment dated December 14, 2010 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, 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 incorporated by reference to exhibit (h)(2)(xvi) to PEA No. 153 filed on December 14, 2010. | |||||
(xvii) | Administrative Services Agreement dated November 27, 2008 between the Global Alternatives Commodity Subsidiary and Natixis Advisors is incorporated by reference to exhibit (h)(2)(xii) to PEA No. 141 to the Registration Statement filed on April 30, 2009. |
8
9
10
(k) | Omitted Financial Statements. | |||||
Not applicable. | ||||||
(l) | Initial Capital Agreements. | |||||
Not applicable. | ||||||
(m) | Rule 12b-1 Plan. | |||||
(1) | (a) | Rule 12b-1 Plan for Class A shares of Harris Associates Large Cap Value Fund is incorporated by reference to exhibit (m)(1)(a) to PEA No. 115 to the Registration Statement filed on April 30, 2001. | ||||
(b) | Rule 12b-1 Plan for Class B shares of Harris Associates Large Cap Value Fund is incorporated by reference to exhibit (m)(1)(b) to PEA No. 119 to the Registration Statement filed on April 29, 2003. | |||||
(c) | Rule 12b-1 Plan for Class C shares of Harris Associates Large Cap Value Fund is incorporated by reference to exhibit (m)(1)(c) to PEA No. 115 to the Registration Statement filed on April 30, 2001. | |||||
(2) | (a) | Rule 12b-1 Plan for Class A shares of ASG Global Alternatives Fund is incorporated by reference to exhibit (m)(3)(a) to PEA No. 138 to the Registration Statement filed on September 29, 2008. | ||||
(b) | Rule 12b-1 Plan for Class C shares of ASG Global Alternatives Fund is incorporated by reference to exhibit (m)(3)(b) to PEA No. 138 to the Registration Statement filed on September 29, 2008. | |||||
(3) | (a) | Rule 12b-1 Plan for Class A shares of Vaughan Nelson Value Opportunity Fund is incorporated by reference to exhibit (m)(4)(a) to PEA No. 139 to the Registration Statement filed on October 30, 2008. | ||||
(b) | Rule 12b-1 Plan for Class C shares of Vaughan Nelson Value Opportunity Fund is incorporated by reference to exhibit (m)(4)(b) to PEA No. 139 to the Registration Statement filed on October 30, 2008. | |||||
(4) | (a) | Rule 12b-1 Plan for Class A shares of ASG Diversifying Strategies Fund is incorporated by reference to exhibit (m)(5)(a) to PEA No. 144 filed on July 31, 2009. | ||||
(b) | Rule 12b-1 Plan for Class C shares of ASG Diversifying Strategies Fund is incorporated by reference to exhibit (m)(5)(b) to PEA No. 144 filed on July 31, 2009. | |||||
(5) | (a) | Rule 12b-1 Plan for Class A shares of ASG Managed Futures Strategy Fund is incorporated by reference to exhibit (m)(5)(a) to PEA No. 150 filed on July 29, 2010. |
11
(b) | Rule 12b-1 Plan for Class C shares of ASG Managed Futures Strategy Fund is incorporated by reference to exhibit (m)(5)(b) to PEA No. 150 filed on July 29, 2010. | |||||
(6) | (a) | Rule 12b-1 Plan for Class A shares of Westpeak ActiveBeta ® Equity Fund is incorporated by reference to exhibit (m)(6)(a) to PEA No. 150 filed on July 29, 2010. | ||||
(b) | Rule 12b-1 Plan for Class C shares of Westpeak ActiveBeta ® Equity Fund is incorporated by reference to exhibit (m)(6)(b) to PEA No. 150 filed on July 29, 2010. | |||||
(7) | (a) | Rule 12b-1 Plan for Class A shares of Loomis Sayles Multi-Asset Real Return Fund is incorporated by reference to exhibit (m)(7)(a) to PEA No. 151 filed on September 29, 2010. | ||||
(b) | Rule 12b-1 Plan for Class C shares of Loomis Sayles Multi-Asset Real Return Fund is incorporated by reference to exhibit (m)(7)(b) to PEA No. 151 filed on September 29, 2010. | |||||
(8) | (a) | Rule 12b-1 Plan for Class A shares of Loomis Sayles Absolute Strategies Fund is incorporated by reference to exhibit (m)(8)(a) to PEA No. 153 filed on December 14, 2010. | ||||
(b) | Rule 12b-1 Plan for Class C shares of Loomis Sayles Absolute Strategies Fund is incorporated by reference to exhibit (m)(8)(b) to PEA No. 153 filed on December 14, 2010. | |||||
(n) | Rule 18f-3 Plan. | |||||
Registrants Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 (the 1940 Act) effective March 11, 2011 is filed herewith. | ||||||
(p) | Code of Ethics. | |||||
(1) | Code of Ethics dated September 14, 2007 for Registrant is incorporated by reference to exhibit (p)(1) to PEA No. 132 to the Registration Statement filed on January 28, 2008. | |||||
(2) | Code of Ethics dated October 1, 2007 as amended January 1, 2010 for Natixis Advisors and Natixis Distributors is incorporated by reference to exhibit (p)(2) to PEA No. 147 to the Registration Statement filed on April 30, 2010. | |||||
(3) | Code of Ethics dated September 30, 2005 as amended November 8, 2010 of Harris Associates is filed herewith. | |||||
(4) | Code of Ethics revised as of July 30, 2010 for AlphaSimplex is filed herewith. |
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(5) | Code of Ethics dated February 1, 2008 as amended September 2009 for Reich & Tang is incorporated by reference to exhibit (p)(5) to PEA No. 146 to the Registration Statement filed on March 1, 2010. | |||||
(6) | Code of Ethics dated May 20, 2008 as amended November 1, 2010 of Vaughan Nelson is filed herewith. | |||||
(7) | Code of Ethics dated August 30, 2005 for Westpeak is incorporated by reference to exhibit (p)(7) to PEA No. 150 filed on July 29, 2010. | |||||
(8) | Code of Ethics dated January 14, 2000 as amended July 27, 2010 for Loomis Sayles is filed herewith. | |||||
(q) | Powers of Attorney. | |||||
(1) | Powers of Attorney for Graham T. Allison, Jr., Daniel M. Cain, 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 are incorporated by reference to exhibit (q) to PEA No. 124 to the Registration Statement filed on December 2, 2004. | |||||
(2) | Power of Attorney for 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 (q)(2) to PEA No. 128 to the Registration Statement filed on January 30, 2006. | |||||
(3) | Power of Attorney for Kenneth A. Drucker dated June 17, 2008 is incorporated by reference to exhibit (q)(4) to PEA No. 136 to the registration Statement filed on July 17, 2008. | |||||
(4) | Power of Attorney for Wendell J. Knox dated June 4, 2009 is incorporated by reference to exhibit (q)(4) to PEA No. 143 to the Registration Statement filed on July 15, 2009. | |||||
(5) | Power of Attorney for Erik Sirri dated November 19, 2009 is incorporated by reference to exhibit (q)(5) to PEA No. 146 to the Registration Statement filed on March 1, 2010. | |||||
(6) | Power of Attorney for Peter Smail dated November 24, 2009 is incorporated by reference to exhibit (q)(6) to PEA No. 146 to the Registration Statement filed on March 1, 2010. | |||||
(7) | Power of Attorney for Charles D. Baker dated December 20, 2010, effective January 1, 2011, is incorporated by reference to exhibit (q)(7) to PEA No. 154 filed on February 25, 2011. | |||||
(8) | Power of Attorney for David L. Giunta dated January 3, 2011, effective January 1, 2011, is incorporated by reference to exhibit (q)(8) to PEA No. 154 filed on February 25, 2011. |
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Item 29. Persons Controlled by or under Common Control with the Registrant.
The Registrant is not aware of any person controlled or under common control with any of its series. As of April 1, 2011, 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 1940 Act:
Item 30. Indemnification.
Under Article 5 of the Registrants By-laws, any past or present Trustee or officer of the Registrant (hereinafter referred to as a Covered Person) shall be indemnified to the fullest extent permitted by law against all liability and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding to which he or she may be a party or otherwise involved by reason of his or her being or having been a Covered Person. That provision does not authorize indemnification when it is determined that such Covered Person would otherwise be liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. This description is modified in its entirety by the provision of Article 5 of the Registrants By-laws incorporated by reference to exhibit (b)(1) to PEA No. 140 to the Registration Statement filed on December 1, 2008.
The Distribution Agreements, the Custodian Agreement, the Transfer Agency and Service Agreement and the Administrative Services Agreement (the Agreements) contained herein and in various post-effective amendments and incorporated herein by reference, provide for indemnification. The general effect of these provisions is to indemnify entities contracting with the Registrant against liability and expenses in certain circumstances. This description is modified in its entirety by the provisions of the Agreements as contained in this Registration Statement and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the Securities Act), may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
14
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in connection with the successful defense of any claim, action, suit or proceeding) is asserted against the Registrant by such Trustee, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Registrant and its Trustees, officers and employees are insured, under a policy of insurance maintained by the Registrant in conjunction with Natixis Global Asset Management, L.P. and its affiliates,
within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such Trustees or officers. The policy expressly excludes coverage for any Trustee or officer for any claim arising out of any fraudulent act or omission, any dishonest act or
Item 31. Business and Other Connections of Investment Adviser.
(a) |
Natixis Advisors, a wholly-owned subsidiary of Natixis Global Asset Management, L.P., serves as investment adviser to Harris Associates Large Cap Value Fund, Vaughan Nelson Value Opportunity Fund and the Westpeak ActiveBeta ® Equity Fund. Natixis Advisors was organized in 1995. |
The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Natixis Advisors during the past two years is incorporated by reference to schedules A, C and D of Form ADV filed by Natixis Advisors pursuant to the Investment Advisers Act of 1940, as amended, (the Advisers Act) (SEC file No. 801-48408; IARD/CRD No. 106800).
(b) | Harris Associates serves as a subadviser to the Registrants Harris Associates Large Cap Value Fund. Harris Associates serves as investment adviser to mutual funds, individuals, trusts, retirement plans, endowments and foundations, and manages several private partnerships, and is a registered commodity trading adviser and commodity pool operator. |
The list required by this Item 31 regarding any other business, profession or employment of a substantial nature engaged in by officers and partners of Harris Associates during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by Harris Associates pursuant to the Advisers Act (SEC File No. 801-50333; IARD/CRD No. 106960).
(c) | Reich & Tang, a subsidiary of Natixis Global Asset Management, L.P., serves as the subadviser to ASG Diversifying Strategies Fund, ASG Global Alternatives Fund and the ASG Managed Futures Strategy Fund and currently is manager or sub-adviser of 13 registered investment companies, of which it acts as administrator for 10, and advises pension trusts, profit sharing trusts and endowments. |
15
The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Reich & Tang during the past two years is incorporated herein by reference to schedules A, B and D of Form ADV filed by Reich & Tang pursuant to the Advisers Act (SEC file No. 801-47230, IARD/CRD No. 106186). | ||||
(d) | AlphaSimplex, a subsidiary of Natixis Global Asset Management, L.P., serves as the investment adviser to ASG Diversifying Strategies Fund, ASG Global Alternatives Fund and the ASG Managed Futures Strategy Fund and currently is manager or sub-adviser of additional registered investment companies and privately-offered funds. | |||
The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of AlphaSimplex during the past two years is incorporated herein by reference to schedules A, B and D of Form ADV filed by AlphaSimplex pursuant to the Advisers Act (SEC file No. 801-62448, IARD/CRD No. 128356). | ||||
(e) | Vaughan Nelson serves as subadviser to the Registrants Vaughan Nelson Value Opportunity Fund and provides investment advice to a number of other registered investment companies and to other organizations and individuals. | |||
The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Vaughan Nelson during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by Vaughan Nelson pursuant to the Advisers Act (SEC file No. 801-51795, IARD/CRD No. 106975). | ||||
(f) | Westpeak serves as subadviser to the Registrants Westpeak ActiveBeta ® Equity Fund and provides investment advice to a number of other registered investment companies and to other organizations and individuals. | |||
The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Westpeak during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by Westpeak pursuant to the Advisers Act (SEC file No. 801-39554, IARD/CRD No. 106769). | ||||
(g) | Loomis Sayles, a subsidiary of Natixis Global Asset Management, L.P., serves as adviser to the Registrants Loomis Sayles Absolute Strategies Fund and Loomis Sayles Multi-Asset Real Return Fund and provides investment advice to a number of other registered investment companies and to other organizations and individuals. | |||
The list required by this Item 31 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 Advisers Act (SEC file No. 801-170; IARD/CRD No. 105377). |
Item 32. Principal Underwriters.
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(a) | Natixis Distributors, L.P., the Registrants principal underwriter, also serves as principal underwriter for: |
Natixis Funds Trust I
Natixis Funds Trust IV
Loomis Sayles Funds I
Loomis Sayles Funds II
Hansberger International Series
Gateway Trust
(b) | The general partner and officers of the Registrants principal underwriter, Natixis Distributors, L.P., and their addresses are as follows: |
Name |
Positions and Offices with Principal Underwriter |
Positions and Offices with Registrant |
||
Natixis Distribution Corporation | General Partner | None | ||
David L. Giunta | President and Chief Executive Officer | President and Chief Executive Officer | ||
Coleen Downs Dinneen | Executive Vice President, General Counsel, Secretary and Clerk | Secretary, Clerk and Chief Legal Officer | ||
Russell Kane | Senior Vice President, Deputy General Counsel, Assistant Secretary, Assistant Clerk and Chief Compliance Officer for Mutual Funds | Chief Compliance Officer, Anti-Money Laundering Officer and Assistant Secretary | ||
Michael Kardok | Senior Vice President | Treasurer, Principal Financial and Accounting Officer | ||
Beatriz Pina Smith | Executive Vice President, Treasurer and Chief Financial Officer | None | ||
Anthony Loureiro | Senior Vice President, Chief Compliance Officer-Broker/Dealer and Anti-Money Laundering Compliance Officer | None | ||
Marilyn Rosh | Senior Vice President and Controller | None | ||
Josh Bogen | Executive Vice President | None | ||
Matthew Coldren | Executive Vice President | None | ||
Mark Doyle | Executive Vice President | None | ||
Robert Hussey | Executive Vice President | None |
17
Name |
Positions and Offices with Principal Underwriter |
Positions and Offices with Registrant |
||
Dan Santaniello | Executive Vice President | None | ||
Sharon Wratchford | Executive Vice President | None | ||
John Bearce | Senior Vice President | None | ||
William Butcher | Senior Vice President | None | ||
James Cove | Senior Vice President | None | ||
Michael Dearinger | Senior Vice President | None | ||
Joe Duffey | Senior Vice President | None | ||
Tracey Flaherty | Senior Vice President | None | ||
David Goodsell | Senior Vice President | None | ||
Marina Gross | Senior Vice President | None | ||
Dana Hartwell | Senior Vice President | None | ||
Tom Huddleston | Senior Vice President | None | ||
Sean Kane | Senior Vice President | None | ||
Jeff Keselman | Senior Vice President | None | ||
David Lafferty | Senior Vice President | None | ||
Ted LeClair | Senior Vice President | None | ||
Rosa Licea-Mailloux | Senior Vice President | None | ||
Dan Lynch | Senior Vice President | None | ||
Cyndi Lyons | Senior Vice President | None | ||
Robert Lyons | Senior Vice President | None | ||
Ian MacDuff | Senior Vice President | None | ||
Marla McDougall | Senior Vice President | None | ||
Peter Olson | Senior Vice President | None | ||
Maureen ONeill | Senior Vice President | None |
18
Name |
Positions and Offices with Principal Underwriter |
Positions and Offices with Registrant |
||
Stacie Paoletti | Senior Vice President | None | ||
Daniel Price | Senior Vice President | None | ||
Elizabeth Puls-Burns | Senior Vice President | None | ||
David Vallon | Senior Vice President | None | ||
Laura Verville | Senior Vice President | None | ||
Leslie Walstrom | Senior Vice President | None | ||
Susannah Wardly | Senior Vice President | None | ||
Faith Yando | Senior Vice President | None |
The principal business address of all the above persons or entities is 399 Boylston Street, Boston, MA 02116.
(c) | Not applicable. |
Item 33. Location of Accounts and Records
The following companies, in the aggregate, maintain possession of the documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder:
(a) | For all series of Registrant: | |||
(i) | Natixis Funds Trust II | |||
399 Boylston Street | ||||
Boston, Massachusetts 02116 | ||||
(ii) | Natixis Distributors, L.P. | |||
399 Boylston Street | ||||
Boston, Massachusetts 02116 | ||||
(iii) | Natixis Asset Management Advisors, L.P. | |||
399 Boylston Street | ||||
Boston, Massachusetts 02116 | ||||
(iv) | State Street Bank and Trust Company | |||
225 Franklin Street | ||||
Boston, Massachusetts 02110 | ||||
(v) | Boston Financial Data Services, Inc. | |||
2000 Crown Colony Drive | ||||
Quincy, Massachusetts 02169 |
19
(b) |
For the series of the Registrant managed by Harris Associates: Harris Associates L.P. Two North LaSalle Street, Suite 500 Chicago, Illinois 60602 |
|||
(c) |
For the series of the Registrant managed by Reich & Tang: Reich & Tang Asset Management, LLC 1411 Broadway, 28 th Floor New York, New York 10018-3450 |
|||
(d) |
For the series of the Registrant managed by AlphaSimplex: AlphaSimplex Group, LLC One Cambridge Center Cambridge, Massachusetts 02142 |
|||
(e) |
For the series of the Registrant managed by Vaughan Nelson: Vaughan Nelson Investment Management, L.P. 600 Travis Street, Suite 6300 Houston, Texas 77002 |
|||
(f) |
For the series of the Registrant managed by Westpeak: Westpeak Global Advisors, L.P. 1470 Walnut Street Boulder, CO 80302 |
|||
(g) |
For the series of the Registrant managed by Loomis Sayles: Loomis, Sayles & Company, L.P. One Financial Center Boston, Massachusetts 02111 |
Item 34. Management Services.
None.
Item 35. Undertakings.
The Registrant undertakes to provide the annual report of any of its series to any person who receives a prospectus for such series and who requests the annual report.
20
NATIXIS FUNDS TRUST II
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 155 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 2 nd day of May, 2011.
NATIXIS FUNDS TRUST II | ||
By: |
/s/ David L. Giunta |
|
David L. Giunta | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
||
/s/ David L. Giunta David L. Giunta |
President, Chief Executive Officer and Trustee |
May 2, 2011 | ||
/s/ Michael C. Kardok Michael C. Kardok |
Treasurer |
May 2, 2011 | ||
Graham T. Allison, Jr.* Graham T. Allison, Jr. |
Trustee |
May 2, 2011 | ||
Charles D. Baker* Charles D. Baker |
Trustee |
May 2, 2011 | ||
Edward A. Benjamin * Edward A. Benjamin |
Trustee |
May 2, 2011 | ||
Robert J. Blanding * Robert J. Blanding |
Trustee |
May 2, 2011 | ||
Daniel M. Cain * Daniel M. Cain |
Trustee |
May 2, 2011 | ||
Kenneth A. Drucker * Kenneth A. Drucker |
Trustee |
May 2, 2011 | ||
John T. Hailer * John T. Hailer |
Trustee |
May 2, 2011 |
Wendell J. Knox * Wendell J. Knox |
Trustee |
May 2, 2011 | ||
Sandra O. Moose * Sandra O. Moose |
Trustee, Chairperson of the Board |
May 2, 2011 | ||
Erik Sirri * Erik Sirri |
Trustee |
May 2, 2011 | ||
Peter Smail * Peter Smail |
Trustee |
May 2, 2011 | ||
Cynthia L. Walker * Cynthia L. Walker |
Trustee |
May 2, 2011 |
*By: |
/s/ Coleen Downs Dinneen |
|
Coleen Downs Dinneen | ||
Attorney-In-Fact **/***/****/*****/******/*******/******** |
||
May 2, 2011 |
** |
Powers of Attorney for Graham T. Allison, Jr., Edward A. Benjamin, Robert J. Blanding, Daniel M. Cain, John T. Hailer and Sandra O. Moose are incorporated by reference to exhibit (q) to PEA No. 124 to the Registration Statement filed on December 2, 2004. | |
*** |
Power of Attorney for Cynthia L. Walker is incorporated by reference to exhibit (q)(2) to PEA No. 128 to the Registration Statement filed on January 30, 2006. | |
**** |
Power of Attorney for Kenneth A. Drucker is incorporated by reference to exhibit (q)(4) to PEA No. 136 to the Registration Statement filed on July 17, 2008. | |
***** |
Power of Attorney for Wendell J. Knox is incorporated by reference to exhibit (q)(4) to PEA No. 143 to the Registration Statement filed on July 15, 2009. | |
****** |
Power of Attorney for Erik Sirri is incorporated by reference to exhibit (q)(5) to PEA No. 146 to the Registration Statement filed on March 1, 2010. | |
******* |
Power of Attorney for Peter Smail is incorporated by reference to exhibit (q)(6) to PEA No. 146 to the Registration Statement filed on March 1, 2010. | |
******** |
Power of Attorney for Charles D. Baker is incorporated by reference to exhibit (q)(7) to PEA No. 154 to the Registration Statement filed on February 25, 2011. |
Natixis Funds Trust II
Exhibit Index
Exhibits for Item 28 of Form N1-A
Exhibit |
Exhibit Description |
|
(e)(9) | Form of Dealer Agreement used by Natixis Distributors | |
(h)(3)(iv) | Third Amendment dated January 1, 2011 to Securities Lending Authorization Agreement dated September 1, 2005 | |
(h)(4) | AlphaSimplex Fee Waiver/Expense Reimbursement Undertakings dated April 30, 2011 | |
(h)(5) | Natixis Fee Waiver/Expense Reimbursement Undertakings dated April 30, 2011 | |
(h)(6) | Loomis Sayles Fee Waiver/Expense Reimbursement Undertakings dated April 30, 2011 | |
(j) | Consent of independent registered public accounting firm | |
(n) | Registrants Amended and Restated Plan pursuant to Rule 18f-3 | |
(p)(3) | Harris Associates Code of Ethics dated November 8, 2010 | |
(p)(4) | AlphaSimplex Code of Ethics dated July 30, 2010 | |
(p)(6) | Vaughan Nelson Code of Ethics dated November 1, 2010 | |
(p)(8) | Loomis Sayles Code of Ethics dated July 27, 2010 |
Exhibit (e)(9)
Natixis Distributors, L.P.
399 Boylston Street
Boston, Massachusetts 02116
Form of 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 we serve as 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. For 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, or the then current Summary Prospectus of the applicable Fund together with the statutory Prospectus as available on our website. 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 Summary Prospectus and 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 Funds 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
1 The definition of Funds shall not include the following mutual funds, which are distributed by Natixis Distributors, L.P, but which are not available to you through the terms of this Dealer Agreement: Hansberger Emerging Markets Fund (Institutional Class); Hansberger International Growth Fund (Institutional Class); Hansberger Core Fund (Institutional Class); Hansberger International Value Fund (Institutional Class); Hansberger International Growth Fund (Advisor Class); 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; Loomis Sayles Tax Managed Equity Fund; Loomis Sayles High Income Opportunities Fund; and Loomis Sayles Securitized Asset Fund.
|
||||
1 |
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09-09 |
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.
(b) Reduced sales charges or no sales charge may apply to certain transactions under letter of intent, combined purchases or investments, reinvestment of dividends and distributions, repurchase privilege, unit investment trust distribution reinvestment or other programs, as described in the then current Prospectus of the Fund(s). To obtain any such reductions, you must notify us when the sale that would qualify for such reduction takes place.
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 shareholders 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 customers 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 Funds 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 Funds Distribution Contract or Underwriting Agreement with us, or this Dealer Agreement under Section 16 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.
2 |
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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 customers TIN or SSN. You agree to comply with the provisions of Appendix C, Policies and Procedures with Respect to Rule 22c-2 .
9. You hereby acknowledge that, in the performance of the services contemplated by this Dealer Agreement, you use or have access to records, systems, or operations that include, in tangible or electronic form, information relating to your customers such as their name, address (including email address), phone number, account number, Social Security Number, drivers license number, date of birth, account activity, investments, and other nonpublic personal information (including consumer reports) (collectively, Personal Information or Customer Data), which is subject to the requirements of the Gramm-Leach Bliley Act and Regulation S-P there under promulgated by the Securities and Exchange Commission, as from time to time amended, and other federal and state laws applicable to the management, use, disposal, and safekeeping of Personal Information and/or Customer Data relating to know your customer, anti-money laundering, and similar federal and state regulatory requirements (collectively Privacy Laws). You agree to comply with all applicable Privacy Laws relating to Personal Information and Customer Data and to cooperate with us in enabling us to satisfy our regulatory requirements relating to Personal Information.
10. 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.
11. We will not accept from you any conditional orders for shares.
12. 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.
13. 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.
14. 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 shareholders record address.
15. 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
3 |
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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 15 shall survive termination of this Dealer Agreement.
16. 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.
17. 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 Financial Industry Regulatory Authority, Inc. (FINRA) or (ii) exempt from registration as a broker/dealer under the 1934 Act. Regardless of whether you are a FINRA member, you and we agree to abide by the Rules and Regulations of the FINRA, 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 FINRA, 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.
18. 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 partys 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.
19. 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 Departments Office of Foreign Assets Control (OFAC), and have an OFAC compliance
4 |
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program that satisfies all applicable laws and regulations and sanctions programs administered by the U.S. Treasury Departments 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.
20. 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 Funds then current Prospectus, including, without limitation, the collection of any redemption fees, if applicable, and in accordance with applicable laws and regulations. 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 customers orders to purchase or exchange shares of the Funds.
21. You hereby represent that you have established and will maintain a business continuity program, in compliance with FINRA Rules 3510 and 3520, designed to ensure that you will at all times fulfill your obligations as set forth in this Dealer Agreement.
22. 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 Funds prospectus and statement of additional information, as may be amended from time to time.
23. 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.
24. 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.
25. 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.
5 |
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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 Funds 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 Funds Pricing Time are segregated from Fund Orders received by you after the Funds Pricing Time and are properly transmitted to the Funds (or their agents) for execution at the current days net asset value (NAV). |
|
Your policies and procedures provide reasonable assurances that Fund Orders received by you after the Funds Pricing Time are properly transmitted to the Funds (or their agents) for execution at the next days 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 Funds 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.
6 |
||||
09-09 |
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 Funds prospectus and statement of additional information. Questions relating to this policy should be directed to David L. Giunta, President and Chief Executive Officer, Natixis Distributors, L.P. at (617) 449-2503.
7 |
||||
09-09 |
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 Funds 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.
8 |
||||
09-09 |
9. Definitions. For purposes of this schedule:
(a) The term Fund includes the funds 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.
(e) The term written includes electronic writings and facsimile transmissions.
* |
As defined in SEC Rule 22c-2(b), the term excepted fund means any: (1) money market fund; (2) fund that issues securities that are listed on a national securities exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund. |
9 |
||||
09-09 |
Exhibit (h)(3)(iv)
THIRD AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT
BETWEEN NATIXIS FUNDS TRUST I, NATIXIS FUNDS TRUST II,
NATIXIS FUNDS TRUST IV, LOOMIS SAYLES FUNDS I, LOOMIS SAYLES FUNDS II,
and HANSBERGER INTERNATIONAL SERIES,
each on behalf of its respective series listed on Schedule B , severally and not jointly
AND STATE STREET BANK AND TRUST COMPANY
This Third Amendment (this Amendment) dated as of January 1, 2011 is between NATIXIS FUNDS TRUST I (f/k/a IXIS Advisor Funds Trust I), NATIXIS FUNDS TRUST II (f/k/a IXIS Advisor Funds Trust II), NATIXIS FUNDS TRUST IV (f/k/a IXIS Advisor Funds Trust IV), LOOMIS SAYLES FUNDS I, LOOMIS SAYLES FUNDS II, and HANSBERGER INTERNATIONAL SERIES, each on behalf of its respective series listed on Schedule B , severally and not jointly, each a registered management investment company organized and existing under the laws of Massachusetts (collectively, the Trusts, and each a Trust), and STATE STREET BANK AND TRUST COMPANY, its affiliates or subsidiaries (State Street).
Reference is made to a Securities Lending Authorization Agreement dated the 1st day of September, 2005 between the Trusts, other than Hansberger International Series, and State Street, as amended and as in effect on the date hereof prior to giving effect to this Amendment (the Agreement).
For value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement as set forth below.
1. Definitions . All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
2. Agreement to Delete Trusts . Each party hereto hereby agrees to the deletion of Natixis Funds Trust III and Natixis Cash Management Trust, each on behalf of its series listed on Schedule B prior to the effective date of this Amendment, as a Trust and as one of the Trusts under the Agreement.
3. Amendments .
(i) Each of Natixis Funds Trust III and Natixis Cash Management Trust, each on behalf of its series listed on Schedule B prior to the effective date of this Amendment, are hereby deleted as a Trust and as one of the Trusts under the Agreement.
(ii) Schedule A , Schedule A-1 , Schedule B and Schedule B-1 to the Agreement are hereby deleted in their entirety and the amended Schedule A , Schedule A-1 , Schedule B and Schedule B-1 attached to this Amendment are substituted in their place.
4. Representations and Warranties . Each party hereto represents and warrants that (a) it has the power to execute and deliver this Amendment, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Amendment constitutes a legal, valid and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Amendment will at all times comply with all applicable laws and regulations.
5. Miscellaneous . Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified.
6. Effective Date . The effective date for this Amendment is January 1, 2011.
IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.
NATIXIS FUNDS TRUST I, NATIXIS FUNDS TRUST II, NATIXIS FUNDS TRUST IV, LOOMIS SAYLES FUNDS I, LOOMIS SAYLES FUNDS II, HANSBERGER INTERNATIONAL SERIES, each on behalf of its respective series listed on Schedule B , severally and not jointly |
||
By: |
/s/ Michael Kardok |
|
Name: |
Michael Kardok | |
Title: |
Treasurer | |
STATE STREET BANK AND TRUST COMPANY | ||
By: |
/s/ Gino L. Timperio |
|
Name: |
Gino L. Timperio | |
Title: |
Managing Director |
Schedule A
This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 1st day of September 2005 between NATIXIS FUNDS TRUST I, NATIXIS FUNDS TRUST II, NATIXIS FUNDS TRUST IV, LOOMIS SAYLES FUNDS I, LOOMIS SAYLES FUNDS II, and HANSBERGER INTERNATIONAL SERIES, EACH ON BEHALF OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the Funds) and STATE STREET BANK AND TRUST COMPANY (State Street), as amended.
Schedule of Fees
1. Subject to Paragraph 2 below, all proceeds collected by State Street on investment of cash Collateral or any fee income shall be allocated, with respect to each Fund, as follows:
|
Seventy-five percent (75%) payable to each Fund, and |
|
Twenty-five percent (25%) payable to State Street. |
2. All payments to be allocated under Paragraph 1 above shall be made after deduction of such other amounts payable to State Street or to the Borrower under the terms of this Securities Lending Authorization Agreement.
3. Each Fund instructs State Street to invest cash Collateral in the State Street Navigator Securities Lending Prime Portfolio (the Prime Portfolio). The management fees for investing in the Prime Portfolio are as follows:
On an annualized basis, the management/trustee/custody/fund administration/transfer agent fee for investing cash Collateral in the Prime Portfolio is not more than 5.00 basis points netted out of yield. The trustee may pay out of the assets of the Prime Portfolio all reasonable expenses and fees of the Prime Portfolio, including professional fees or disbursements incurred in connection with the operation of the Prime Portfolio.
Schedule A-1
This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 1 st day of September 2005 between NATIXIS FUNDS TRUST I, NATIXIS FUNDS TRUST II, NATIXIS FUNDS TRUST IV, LOOMIS SAYLES FUNDS I, LOOMIS SAYLES FUNDS II, and HANSBERGER INTERNATIONAL SERIES, EACH ON BEHALF OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the Funds) and STATE STREET BANK AND TRUST COMPANY (State Street), as amended.
FUNDS |
SECURITIES LOAN LIMITATION |
|
NATIXIS Funds Trust I |
||
CGM Advisor Targeted Equity Fund |
33 1 / 3 % | |
Hansberger International Fund |
33 1 / 3 % | |
Natixis Income Diversified Portfolio |
33 1 / 3 % | |
Natixis U.S. Diversified Portfolio |
33 1 / 3 % | |
Loomis Sayles Core Plus Bond Fund |
33 1 / 3 % | |
Vaughan Nelson Small Cap Value Fund |
33 1 / 3 % | |
Absolute Asia Dynamic Equity Fund |
33 1 / 3 % | |
Natixis Oakmark Global Fund |
33 1 / 3 % | |
Natixis Oakmark International Fund |
33 1 / 3 % | |
NATIXIS Funds Trust II |
||
Harris Associates Large Cap Value Fund |
33 1 / 3 % | |
Loomis Sayles Multi-Asset Real Return Fund |
33 1 / 3 % | |
Vaughan Nelson Value Opportunity Fund |
33 1 / 3 % | |
Westpeak ActiveBeta Equity Fund |
33 1 / 3 % | |
Loomis Sayles Absolute Strategies Fund |
33 1 / 3 % | |
NATIXIS Funds Trust IV |
||
AEW Real Estate Fund |
33 1 / 3 % |
1 of 2
Loomis Sayles Funds I |
||
Loomis Sayles Bond Fund |
33 1 / 3 % | |
Loomis Sayles Fixed Income Fund |
33 1 / 3 % | |
Loomis Sayles Global Bond Fund |
33 1 / 3 % | |
Loomis Sayles High Income Opportunities Fund |
33 1 / 3 % | |
Loomis Sayles Institutional High Income Fund |
33 1 / 3 % | |
Loomis Sayles Intermediate Duration Bond Fund |
33 1 / 3 % | |
Loomis Sayles Investment Grade Fixed Income Fund |
33 1 / 3 % | |
Loomis Sayles Inflation Protected Securities Fund |
33 1 / 3 % | |
Loomis Sayles Securitized Asset Fund |
33 1 / 3 % | |
Loomis Sayles Small Cap Value Fund |
33 1 / 3 % | |
Loomis Sayles Funds II |
||
Loomis Sayles High Income Fund |
33 1 / 3 % | |
Loomis Sayles Limited Term Government and Agency Fund |
33 1 / 3 % | |
Loomis Sayles Disciplined Equity Fund |
33 1 / 3 % | |
Loomis Sayles Strategic Income Fund |
33 1 / 3 % | |
Loomis Sayles Investment Grade Bond Fund |
33 1 / 3 % | |
Loomis Sayles Growth Fund |
33 1 / 3 % | |
Loomis Sayles Mid Cap Growth Fund |
33 1 / 3 % | |
Loomis Sayles Small Cap Growth Fund |
33 1 / 3 % | |
Loomis Sayles Value Fund |
33 1 / 3 % | |
Loomis Sayles Global Markets Fund |
33 1 / 3 % | |
Loomis Sayles International Bond Fund |
33 1 / 3 % | |
Hansberger International Series |
||
International Growth Fund |
33 1 / 3 % | |
International Value Fund |
33 1 / 3 % | |
Emerging Markets Fund |
33 1 / 3 % | |
Amended January 2008 |
2 of 2 |
Schedule B
This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 1 st day of September 2005 between NATIXIS FUNDS TRUST I, NATIXIS FUNDS TRUST II, NATIXIS FUNDS TRUST IV, LOOMIS SAYLES FUNDS I, LOOMIS SAYLES FUNDS II and HANSBERGER INTERNATIONAL SERIES, EACH ON BEHALF OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the Funds) and STATE STREET BANK AND TRUST COMPANY (State Street), as amended.
Fund Name |
Taxpayer ID Number |
Tax Year-End |
||
Natixis Funds Trust I |
||||
CGM Advisor Targeted Equity Fund |
04-2443453 | December 31 st | ||
Hansberger International Fund |
04-3293754 | December 31 st | ||
Natixis Income Diversified Portfolio |
13-4309972 | December 31 st | ||
Natixis U.S. Diversified Portfolio |
04-3231674 | December 31 st | ||
Loomis Sayles Core Plus Bond Fund |
04-2519841 | September 30 th | ||
Vaughan Nelson Small Cap Value Fund |
04-3331744 | December 31 st | ||
Absolute Asia Dynamic Equity Fund |
27-1408693 | December 31 st | ||
Natixis Oakmark Global Fund |
27-3598123 | December 31 st | ||
Natixis Oakmark International Fund |
27-3598377 | December 31 st | ||
Natixis Funds Trust II |
||||
Harris Associates Large Cap Value Fund |
04-1990692 | December 31 st | ||
Loomis Sayles Multi-Asset Real Return Fund |
01-0975181 | December 31 st | ||
Vaughan Nelson Value Opportunity Fund |
01-0906512 | December 31 st | ||
Westpeak ActiveBeta Equity Fund |
32-0310647 | December 31 st | ||
Loomis Sayles Absolute Strategies Fund |
27-3598296 | December 31 st | ||
Natixis Funds Trust IV |
||||
AEW Real Estate Fund |
04-3510288 | January 31 st |
1 of 2
Loomis Sayles Funds I |
||||
Loomis Sayles Bond Fund |
04-3113274 | September 30 th | ||
Loomis Sayles Fixed Income Fund |
04-3219175 | September 30 th | ||
Loomis Sayles Global Bond Fund |
04-3113281 | September 30 th | ||
Loomis Sayles High Income Opportunities Fund |
65-1214747 | September 30 th | ||
Loomis Sayles Institutional High Income Fund |
04-3362512 | September 30 th | ||
Loomis Sayles Intermediate Duration Bond Fund |
04-3448648 | September 30 th | ||
Loomis Sayles Investment Grade Fixed Income Fund |
04-3219179 | September 30 th | ||
Loomis Sayles Inflation Protected Securities Fund |
04-3113271 | September 30 th | ||
Loomis Sayles Securitized Asset Fund |
51-0544654 | September 30 th | ||
Loomis Sayles Small Cap Value Fund |
04-3113283 | September 30 th | ||
Loomis Sayles Funds II |
||||
Loomis Sayles Disciplined Equity Fund |
04-3520219 | September 30 th | ||
Loomis Sayles High Income Fund |
04-2814890 | September 30 th | ||
Loomis Sayles Limited Term Government and Agency Fund |
04-6610760 | September 30 th | ||
Loomis Sayles Strategic Income Fund |
04-3268670 | September 30 th | ||
Loomis Sayles Investment Grade Bond Fund |
04-3339561 | September 30 th | ||
Loomis Sayles Growth Fund |
04-3113270 | September 30 th | ||
Loomis Sayles Mid Cap Growth Fund |
04-3339593 | September 30 th | ||
Loomis Sayles Small Cap Growth Fund |
04-3339616 | September 30 th | ||
Loomis Sayles Value Fund |
04-3113285 | September 30 th | ||
Loomis Sayles Global Markets Fund |
04-3308834 | September 30 th | ||
Loomis Sayles International Bond Fund |
36-4623763 | September 30 th | ||
Hansberger International Series |
||||
International Growth Fund |
65-0696325 | December 31 st | ||
International Value Fund |
65-0696327 | December 31 st | ||
Emerging Markets Fund |
65-0694331 | December 31 st |
2 of 2 |
Schedule B-1
This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 1st day of September 2005 between NATIXIS FUNDS TRUST I, NATIXIS FUNDS TRUST II, NATIXIS FUNDS TRUST IV, LOOMIS SAYLES FUNDS I, LOOMIS SAYLES FUNDS II and HANSBERGER INTERNATIONAL SERIES, EACH ON BEHALF OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the Funds) and STATE STREET BANK AND TRUST COMPANY (State Street), as amended.
FUNDS |
EFFECTIVE DATE OF AGREEMENT |
|
Natixis Funds Trust I |
||
CGM Advisor Targeted Equity Fund |
September 1, 2005 | |
Hansberger International Fund |
September 1, 2005 | |
Natixis Income Diversified Portfolio |
December 20, 2005 | |
Natixis U.S. Diversified Portfolio |
September 1, 2005 | |
Loomis Sayles Core Plus Bond Fund |
October 1, 2005 | |
Vaughan Nelson Small Cap Value Fund |
September 1, 2005 | |
Absolute Asia Dynamic Equity Fund |
January 1, 2011 | |
Natixis Oakmark Global Fund |
January 1, 2011 | |
Natixis Oakmark International Fund |
January 1, 2011 | |
Natixis Funds Trust II |
||
Harris Associates Large Cap Value Fund |
September 1, 2005 | |
Loomis Sayles Multi-Asset Real Return Fund |
January 1, 2011 | |
Vaughan Nelson Value Opportunity Fund |
January 1, 2011 | |
Westpeak ActiveBeta Equity Fund |
January 1, 2011 | |
Loomis Sayles Absolute Strategies Fund |
January 1, 2011 | |
Natixis Funds Trust IV |
||
AEW Real Estate Fund |
September 1, 2005 |
1 of 2
Loomis Sayles Funds I |
||
Loomis Sayles Bond Fund |
September 1, 2005 | |
Loomis Sayles Fixed Income Fund |
September 1, 2005 | |
Loomis Sayles Global Bond Fund |
September 1, 2005 | |
Loomis Sayles High Income Opportunities Fund |
September 1, 2005 | |
Loomis Sayles Institutional High Income Fund |
September 1, 2005 | |
Loomis Sayles Intermediate Duration Bond Fund |
September 1, 2005 | |
Loomis Sayles Investment Grade Fixed Income Fund |
September 1, 2005 | |
Loomis Sayles Inflation Protected Securities Fund |
September 1, 2005 | |
Loomis Sayles Securitized Asset Fund |
September 1, 2005 | |
Loomis Sayles Small Cap Value Fund |
September 1, 2005 | |
Loomis Sayles Funds II |
||
Loomis Sayles High Income Fund |
October 1, 2005 | |
Loomis Sayles Disciplined Equity Fund |
September 1, 2005 | |
Loomis Sayles Limited Term Government and Agency Fund |
October 1, 2005 | |
Loomis Sayles Strategic Income Fund |
October 1, 2005 | |
Loomis Sayles Investment Grade Bond Fund |
September 1, 2005 | |
Loomis Sayles Growth Fund |
September 1, 2005 | |
Loomis Sayles Mid Cap Growth Fund |
September 1, 2005 | |
Loomis Sayles Small Cap Growth Fund |
September 1, 2005 | |
Loomis Sayles Value Fund |
September 1, 2005 | |
Loomis Sayles Global Markets Fund |
September 1, 2005 | |
Loomis Sayles International Bond Fund |
February 1, 2008 | |
Hansberger International Series |
||
International Growth Fund |
January 1, 2008 | |
International Value Fund |
January 1, 2008 | |
Emerging Markets Fund |
January 1, 2008 |
Amended January 1, 2011 |
2 of 2 |
Exhibit (h)(4)
April 30, 2011
Natixis Funds Trust II
399 Boylston Street
Boston, MA 02116
Re: Fee Waiver/Expense Reimbursement
Ladies and Gentlemen:
AlphaSimplex Group, LLC (AlphaSimplex) notifies you that it will reduce its management fee and if necessary, bear certain expenses of the ASG Global Alternatives Fund, the ASG Diversifying Strategies Fund and the ASG Managed Futures Strategy Fund (the Funds), including expenses attributable to the Funds uses of the ASG Global Alternatives Cayman Fund Ltd., the ASG Diversifying Strategies Cayman Fund Ltd. and the ASG Managed Futures Strategy Cayman Fund Ltd., respectively, for the purposes of commodity investing, through April 30, 2012, to the extent that the total annual fund operating expenses of each class of each Fund, exclusive of acquired fund fees and expenses, brokerage, interest, taxes and organizational and extraordinary expenses, such as litigation and indemnification expenses, would exceed the following annual rates:
With respect to the Funds, subject to applicable legal requirements, AlphaSimplex shall be permitted to recover, on a class-by-class basis, management fees reduced and/or any expenses it has borne subsequent to the effective date of this Letter Agreement in later periods to the extent that a class total annual fund operating expenses fall below the annual rates set forth above; provided, however, that AlphaSimplex is not entitled to recover any such reduced
fees and expenses with respect to a class more than one year after the end of the fiscal year in which the fee/expense was deferred.
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 each Fund agree to bear some portion of that Funds 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 Funds with the Securities and Exchange Commission, in accruing the Funds expenses for purposes of calculating each Funds 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.
AlphaSimplex Group, LLC | ||
By: |
/s/ Kendall Walker |
|
Name: Kendall Walker | ||
Title: Chief Financial Officer |
Exhibit (h)(5)
April 30, 2011
Natixis Funds Trust I
Natixis Funds Trust II
399 Boylston Street
Boston, MA 02116
Re: Fee Waiver/Expense Reimbursement
Ladies and Gentlemen:
Natixis Asset Management Advisors, L.P. (Natixis Advisors) notifies you that it will waive its management fee (and, to the extent necessary, bear other expenses of the Funds listed below) through the dates indicated 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, such as litigation and indemnification expenses, would exceed the following annual rates:
Name of Fund |
Expense Cap |
|||
July 30, 2010 through April 30, 2012: |
||||
Westpeak ActiveBeta ® Equity Fund |
1.20% for Class A shares | |||
1.95% for Class C shares | ||||
0.95% for Class Y shares | ||||
December 15, 2010 through April 30, 2012: |
||||
Natixis Oakmark Global Fund* |
1.40% for Class A shares | |||
2.15% for Class C shares | ||||
Natixis Oakmark International Fund* |
1.45% for Class A shares | |||
2.20% for Class C shares | ||||
May 1, 2011 through April 30, 2012: |
||||
Absolute Asia Dynamic Equity Fund |
1.75% for Class A shares | |||
2.50% for Class C shares | ||||
1.50% for Class Y shares | ||||
Harris Associates Large Cap Value Fund |
1.30% for Class A shares | |||
2.05% for Class B shares | ||||
2.05% for Class C shares | ||||
1.05% for Class Y shares |
Natixis Income Diversified Portfolio** |
1.25% for Class A shares | |||
2.00% for Class C shares | ||||
Natixis U.S. Diversified Portfolio*** |
1.40% for Class A shares | |||
2.15% for Class B shares | ||||
2.15% for Class C shares | ||||
1.15% for Class Y shares | ||||
Vaughan Nelson Small Cap Value Fund |
1.45% for Class A shares | |||
2.20% for Class B shares | ||||
2.20% for Class C shares | ||||
1.20% for Class Y shares | ||||
Vaughan Nelson Value Opportunity Fund**** |
1.40% for Class A shares | |||
2.15% for Class C shares | ||||
1.15% for Class Y shares |
* | Harris Associates L.P. and Natixis Advisors have agreed to bear the waiver jointly on a pro rata basis relative to their advisory and sub-advisory fees, respectively. |
** | The expense caps account for management fees payable to Natixis Advisors. Natixis Advisors and each subadviser to the Portfolio have agreed to share the waiver pursuant to separate side letter agreements. |
*** | The expense caps account for management fees payable to Natixis Advisors. Natixis Advisors and each subadviser to the Portfolio have agreed to equally bear the waiver. |
**** | Vaughan Nelson Investment Management, L.P . and Natixis Advisors have agreed to bear the waiver jointly on a pro rata basis relative to their advisory and sub-advisory fees, respectively. |
With respect to each Fund, Natixis Advisors shall be permitted to recover operating 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 Funds total annual fund operating 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 Funds 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.
Natixis Asset Management Advisors, L.P. | ||||
By Natixis Distribution Corporation, its general partner |
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By: |
/s/ Coleen Downs Dinneen |
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Coleen Downs Dinneen | ||||
Title: | Executive Vice President, General | |||
Counsel, Secretary & Clerk |
Exhibit (h)(6)
April 30, 2011
Natixis Funds Trust 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 reduce its management fee and if necessary, bear certain expenses of the Loomis Sayles Absolute Strategies Fund and the Loomis Sayles Multi-Asset Real Return Fund (the Funds), including expenses attributable to the Loomis Sayles Multi-Asset Real Return Funds use of the Loomis Sayles Multi-Asset Real Return Cayman Fund Ltd. for the purpose of commodity investing, through April 30, 2012, to the extent that the total annual fund operating expenses of each class of the Funds, exclusive of acquired fund fees and expenses, brokerage, interest, taxes and organizational and extraordinary expenses, such as litigation and indemnification expenses, would exceed the following annual rates:
* | The expense caps above account for management fees payable to Natixis Advisors. Loomis Sayles and Natixis Advisors have agreed to equally bear the waiver. |
With respect to the Funds, subject to applicable legal requirements, Loomis Sayles shall be permitted to recover, on a class-by-class basis, management fees reduced and/or any expenses it has borne subsequent to the effective date of this Letter Agreement in later periods to the extent that a class total annual fund operating expenses fall below the annual rates set forth above; provided, however, that Loomis Sayles is not entitled to recover any such reduced fees and expenses with respect to a class more than one year after the end of the fiscal year in which the fee/expense was waived/reimbursed.
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 each Fund agree to bear some portion of that Funds expenses.
We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statement on Form N-1A for the Fund with the Securities and Exchange Commission, in accruing the Funds 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. 155 to the registration statement on Form N-1A (Registration Statement) of our reports dated February 23, 2011, relating to the financial statements and financial highlights which appears in the December 31, 2010 Annual Report to Shareholders of the ASG Diversifying Strategies Fund, ASG Global Alternatives Fund, ASG Managed Futures Strategy Fund, Harris Associates Large Cap Value Fund, Loomis Sayles Absolute Strategies Fund, Loomis Sayles Multi-Asset Real Return Fund, Vaughan Nelson Value Opportunity Fund and Westpeak ActiveBeta ® Equity Fund, each a series of Natixis Funds Trust II, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Performance, Independent Registered Public Accounting Firm and Financial Statements in such Registration Statement.
PricewaterhouseCoopers LLP
Boston, Massachusetts
May 2, 2011
Exhibit (n)
Gateway Trust
Hansberger International Series
Natixis Funds Trust I
Natixis Funds Trust II
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 March 11, 2011
Each series of Gateway Trust, Hansberger International Series, Natixis Funds Trust I, Natixis Funds Trust II, 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. Hansberger International Series, 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 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 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 Funds prospectuses 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.
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 as from time to time in effect, 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
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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, Advisor Class, Institutional Class and Retail Class shares are not subject to any 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 prospectus 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 prospectuses 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 (which percentages may be less for certain Funds, as described in the Funds prospectuses as from time to time in effect).
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 prospectuses 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 (which percentages may be less for certain Funds, as described in the Funds prospectuses as from time to time in effect). In addition, Admin Class shares pay administrative fees to certain financial intermediaries for providing personal service and account maintenance
3
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 prospectuses as from time to time in effect.
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 shareholders option upon written notice to the Trust, convert the shareholders 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 shareholders 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 prospectus of the relevant Fund as from time to time in effect, Class A shares of any Fund may be exchanged, at the holders 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. The holding period for determining any CDSC will include the holding period of the shares exchanged. Prior to the liquidation of Natixis Cash Management Trust Money Market Series (the Money Market Fund), Class A shares of the Money Market Fund on which no sales charge was previously paid or for which no holding period had commenced for purposes of determining the applicable CDSC could have been 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 was exchanging, and in such instances the holding period for purposes of determining the CDSC would have commenced at the time of the exchange.
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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 holders 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 investors in wrap programs approved by the Funds distributor, or who are moving to a wrap program, or clients of registered investment advisers (RIAs) may be exchanged for Class Y shares of the same Fund. Any outstanding CDSC exposure associated with the Class A shares will be assessed at the time of the exchange. Effective May 1, 2011, Class A shares of a Fund acquired by Fund Trustees, former Fund Trustees, employees of affiliates of the Natixis Funds, individuals who are affiliated with any Natixis Fund (including spouses, parents, siblings, grandparents, grandchildren and in-laws of those mentioned) and Natixis and Natixis affiliate employee benefit plans (together Natixis Eligible Investors) may be exchanged for Class Y shares of the same Fund without payment of a CDSC.
Class C shares of a Fund acquired by investors in wrap programs approved by the Funds distributor, or who are moving to a wrap program, or clients of RIAs may be exchanged for Class Y shares of the same Fund. Any outstanding CDSC exposure associated with the Class C shares will be assessed at the time of the exchange.
Class C shares of a Fund acquired by investors in wrap programs approved by the Funds distributor, or who are moving to a wrap program, or clients of RIAs may be exchanged for Class A shares of the same Fund at NAV. Any outstanding CDSC exposure associated with the Class C shares will be assessed at the time of the exchange.
A Class Y shareholder who holds Class Y shares through a wrap program or fee-based program may, upon written notice to the Trust, convert the shareholders Class Y shares into Class A shares of the same Fund at NAV if the investment option or program through which the shareholder invests no longer permits the use of Class Y shares in that option or program or if the shareholder is otherwise no longer eligible to participate in Class Y shares, provided that the shareholder would otherwise be eligible to purchase Class A shares of the same Fund. Any Class Y to Class A share exchange will initially be exempt from the Class A sales charge (as described in the Funds prospectuses as from time to time in effect); however, any subsequent shareholder contributions within Class A shares will be subject to the Class A sales charge.
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 shareholders account value is $100,000 or more or if the shareholder meets the eligibility requirements of Class Y as described in the Funds prospectus as from time to time in effect.
To the extent provided in the prospectus of the relevant Fund as from time to time in effect, Class B shares of any Fund may be exchanged, at the holders option and subject
5
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. Prior to the liquidation of the Money Market Fund, Class B shares of the Money Market Fund could have been 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 Funds 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 prospectus of the relevant Fund as from time to time in effect, Class C shares of any Fund may be exchanged, at the holders 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. Prior to the liquidation of the Money Market Fund, Class C shares could also have been 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, would have stopped and would have resumed only when an exchange was made back into Class C shares of a Fund.
To the extent provided in the prospectus of the relevant Fund as from time to time in effect, Class J shares of any Fund may be exchanged, at the holders 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 prospectus of the relevant Fund as from time to time in effect, Class Y shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, (i) for Class Y shares of any other Fund that offers Class Y shares, or (ii) for Institutional Class shares of any other Fund that offers Institutional Class shares (except Funds that are part of the Hansberger International Series).
To the extent provided in the prospectus of the relevant Fund as from time to time in effect, Admin Class shares of any Fund may be exchanged, at the holders 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.
To the extent provided in the prospectus 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 holders 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.
6
Effective May 1, 2011, Advisor Class shares of any fund within the Hansberger International Series acquired by Natixis Eligible Investors may be exchanged for Institutional Class shares of the same Fund.
To the extent provided in the prospectus 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 holders 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), or (ii) for Class Y shares of any other Fund that offers Class Y shares. Institutional Class shares of any fund within the Hansberger International Series may be exchanged, at the holders 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 prospectus of the relevant Fund as from time to time in effect, Retail Class shares of any Fund may be exchanged, at the holders 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.
All exchanges are subject to the eligibility requirements or other restrictions of the class and Fund including minimum investment requirements 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:
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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 |
7
|
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.
8
Exhibit (p)(3)
Harris Associates L.P., Harris Associates Securities L.P. and Harris Associates Investment Trust
Code of Ethics and Statement on Insider Trading
As Amended, Effective as of November 8, 2010
I. | DEFINITIONS |
A. | Firm or Harris. The term Firm or Harris shall include Harris Associates L.P. (HALP) and Harris Associates Securities L.P. (HASLP). |
B. | Trust. The term Trust shall mean Harris Associates Investment Trust, including any series of shares of beneficial interest of the Trust (each, a Fund). |
C. | Employee. The term Employee shall include any person employed by the Firm, whether on a full or part-time basis and all partners, officers, shareholders and directors (other than Non-Access Directors (as defined below)) of the Firm. |
D. | Access Person. The term Access Person shall have the meaning set forth in Section 17j-1(a)(1) of the Investment Company Act of 1940 and rules thereunder (the Act) and Section 204A-1(e)(1) of the Investment Advisers Act of 1940 (the Advisers Act). Accordingly, Access Person means any director, officer, general partner, or Advisory Person (as defined below) of the Trust or HALP, but shall not include (1) any trustee of the Trust who is not an interested person of the Trust; (2) any trustee of the Trust who is designated an interested person, as defined in Section 2(a)(19) of the Investment Company Act of 1940, but is not a director, officer, general partner or Advisory Person of HALP, HASLP or Harris Associates, Inc.; and (3) in the case of HALP, shall not include any Non-Access Director. |
E. | Advisory Person. The term Advisory Person shall have the meaning set forth in Section 17j-1(a)(2) of the Act. Accordingly, Advisory Person means any Employee of the Firm, 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 (as defined below) by a Client (as defined below), or whose functions relate to the making of any recommendations with respect to purchases and sales. For the purpose of this Code, each Employee of the Firm with an office at the Firms principal place of business shall be deemed to be an Advisory Person. |
F. | Persons Subject to this Code. Each Employee is subject to this Code. In addition, Non-Access Directors are subject to the following provisions of this Code: II.A, II.B, II.C.i, II.J, and III (except for III.B.3 (i), (ii) and (iv) and the last sentence of III.B.4). |
1 |
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G. |
Covered Security. The term Covered Security shall have the meaning set forth in Section 2(a)(36) of the Act 1 , including any right to acquire such security, except that it shall not include securities which are direct obligations of the Government of the United States, bankers acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), and shares issued by open-end investment companies other than Reportable Funds (defined below). In addition, all exchange-traded funds (ETFs), whether registered as open-end management companies or unit investment trusts, shall be treated as Covered Securities for reporting purposes only. |
H. |
Reportable Fund. The term Reportable Fund shall have the meaning set forth in Section 204A-1(e)(9) of the Advisers Act. Reportable Fund means any investment company registered under the Act that is advised or sub-advised or distributed by the Firm or any affiliated company (e.g. Natixis Asset Management Advisers, Loomis Sayles, Hansberger). Reportable Funds include, for example, open-ended investment companies and closed-end funds 2 . A current list of Reportable Funds is maintained on the Compliance page of the Firms intranet site. |
I. |
Beneficial Interest or Ownership. The term beneficial interest or ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and rules thereunder, which includes any interest in which a person, directly or indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction. Each person will be assumed to have a pecuniary interest, and therefore, beneficial interest or ownership, in all securities held by that person, that persons spouse, all members of that persons immediate family and adults sharing the same household with that person (other than mere roommates) and all minor children of that person and in all accounts subject to their direct or indirect influence or control and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner, corporations in which they are a controlling shareholder or any other similar arrangement. Any questions an Employee may have about |
1 | Sec. 2(a)(36) Security means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. |
2 |
Reportable Funds that are money market funds are not subject to the Codes reporting requirements (see Section II.G Procedures to Implement Trading Restrictions and Reporting Obligations). |
2
whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to the Firms General Counsel or Compliance Department. Examples of beneficial interest or ownership are attached as Appendix A. |
J. | Client . The term Client shall mean any client of HALP, including any Fund. |
K. | Special Compliance Person. The term Special Compliance Person shall mean the current Compliance Officer of IXIS Asset Management North America. |
L. | Non-Access Director. The term Non-Access Director shall mean any person who is a Director of Harris Associates, Inc., the corporate general partner of HALP and HASLP, but who is not an officer or employee of any of HALP, HASLP or Harris Associates, Inc. and who meets all of the following conditions: |
i. | 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; |
ii. | He or she does not have access to nonpublic information regarding any Firm clients purchases or sales of securities (other than information contained in standard account statements or reports that the Firm may furnish to such person in his or her capacity as a client of the Firm), or nonpublic information regarding the portfolio holdings of any Reportable Fund; and |
iii. | He or she is not involved in making securities recommendations to Firm clients, and does not have access to such recommendations that are nonpublic (other than information contained in standard account statements or reports that the Firm may furnish to such person in his or her capacity as a client of the Firm). |
II. | CODE OF ETHICS |
A. | GENERAL STATEMENT |
Harris seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by investors in mutual funds and clients with accounts advised by the Firm is something that is highly valued and must be protected. The Firm owes a fiduciary duty to its advisory clients, and the fundamental principle of the Firm is that at all times the interests of its Clients come first. As a result, any activity which creates even the suspicion of misuse of material non-public information by the Firm or any of its Employees, which gives rise to or appears to give rise to any breach of fiduciary duty owed to any Client, or which creates any actual or potential conflict of interest between any Client and the Firm or any of its Employees or even the appearance of any conflict of interest must be avoided and is prohibited.
3
The Investment Company Act and rules make it illegal for any person covered by the Code, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by the Trust to:
i.) | employ any device, scheme, or artifice to defraud the Trust; |
ii.) | make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of circumstances under which they are made, not misleading or in any way mislead the Trust regarding a material fact; |
iii.) | engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust; or |
iv.) | engage in any manipulative practice with respect to the Trust. |
The restrictions on personal securities transactions contained in this Code are intended to help the Firm monitor for compliance with these prohibitions.
Additionally, the federal securities laws require that an investment adviser maintain a record of every transaction in any Covered Security and Reportable Fund in which an Access Person acquires any direct or indirect beneficial interest or ownership, except any transaction in an account in which the Access Person has no direct or indirect control or influence.
To attempt to ensure that each Person Subject to this Code satisfies this Code and these record keeping obligations, the Firm has developed the following rules relating to personal securities trading, outside employment, personal investments with external investment managers and confidentiality.
The General Counsel, President, and Chief Compliance Officer, acting in concert, have the authority to grant written waivers of the provisions of this Code in appropriate instances. However, the Firm expects that waivers will be granted only in rare instances, and some provisions of the Code that are mandated by the Act or the Advisers Act cannot be waived.
The Firm expects all Access Persons to comply with the spirit of the Code as well as the specific rules contained in the Code. Any violations of the Code must be reported promptly to the Firms Chief Compliance Officer.
B. COMPLIANCE WITH FEDERAL SECURITIES LAWS
More generally, Firm personnel and Non-Access Directors are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:
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i.) | the Securities Act of 1933, Securities Act of 1934, Sarbanes-Oxley Act of 2002 and SEC rules thereunder; |
ii.) | the Investment Advisers Act of 1940 and SEC rules thereunder; |
iii.) | the Investment Company Act of 1940 and SEC rules thereunder; |
iv.) | Title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client non-public information); and |
v.) | the Bank Secrecy Act, as it applies to mutual funds and investment advisers, and SEC and Department of the Treasury rules thereunder. |
C. | RESTRICTIONS ON EMPLOYEE TRADING |
No trading activity by an Employee in any security in which an Employee has any beneficial interest or ownership which is also the subject of a Client portfolio purchase or sale shall disadvantage or appear to disadvantage such Client transaction. Further, the following specific restrictions apply to all trading activity for Advisory Persons:
i.) | Any transaction in a security in anticipation of client orders (frontrunning) is prohibited, |
ii.) | Any transaction in a security which is the subject of approval by one of the Firms stock selection groups for addition to an approved list is prohibited until the tenth business day following the dissemination of that recommendation, or any longer period specified in this Code, |
iii.) |
Any transaction in a security which the Advisory Person knows or has reason to believe is being purchased or sold or considered for purchase or sale 3 by any investment company advised by the Firm is prohibited until the transaction by such investment company has been completed or consideration of such transaction has been abandoned, 4 |
3 |
A security is being considered for purchase or sale; the earlier of, when a recommendation to purchase or sell has been made and communicated or the security is placed on the research project list and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. |
4 |
Among the clients of the Firm are private investment partnerships (partnerships) in which various Employees of the Firm have equity interests. This trading prohibition shall not restrict purchases or sales for the accounts of such partnerships provided that the Trust and such accounts are treated fairly and equitably in connection with such purchases and sales. |
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iv.) | Any transaction in a security on the same day or within two business days after any Client, including a registered investment company, advised by the Firm has a pending or actual transaction is prohibited. If an Advisory Person places a same day order for such security prior to the Client placing an order, the Employees order will be canceled, |
v.) |
Any transaction involving options 5 , single stock futures, or other derivatives relating to any security on the Firms approved and project lists, or which are held by any investment company or other client account advised by the Firm that appears to evade the restrictions of the Code is prohibited, and |
vi.) | Any acquisition of an equity security in an initial public offering is prohibited. |
Additionally, no Employee of the Firm shall knowingly sell to or purchase from the Funds or the Trust any security or other property except, in the case of the Funds, securities issued by the Funds. Neither shall the Firm, HASL nor any Employee share in the profits or losses in any account of a customer carried by the Firm or HASL or any other FINRA member, except to the extent provided for by Rule 205-3 of the Investment Advisors Act of 1940 and/or NASD Rule 2330 and/or FINRA Rule 2150, as applicable.
D. | PRIVATE PLACEMENTS AND INVESTMENTS WITH EXTERNAL MONEY MANAGERS. |
No Advisory Person or Access Person shall acquire any security or interest in a private placement or commit initial capital to any account for which such person has any beneficial interest (other than non-affiliated mutual funds where the account is held directly at such fund) with an external investment manager without the prior written approval of the Firms President and Chief Compliance Officer. For purposes of this Code, private placement shall mean any limited offering that is generally not available to the public, including unregistered investment pool vehicles (e.g., hedge funds, commodity pools), Rule 144A securities, limited partnerships, etc.
In deciding whether to grant approval, consideration will be given to whether the investment is consistent with the Firms investment philosophy and guidelines and should be offered to Clients, and whether the investment creates an actual conflict or the appearance of a conflict of interest. An Advisory Person who has acquired a security in a private placement must disclose that investment to the Firms President and Chief Compliance Officer if such Advisory Person later participates in the consideration of that issuer for inclusion on any list of securities approved for purchase by Firm clients.
5 | The only form of equity option trading that is permitted is writing covered calls on equity securities that are not held in clients accounts or on the Firms approved or project lists. Index option trading is permitted subject to having an approved option agreement on file with Pershing prior to trading. |
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E. | ADDITIONAL RESTRICTION ON FUND MANAGERS OF INVESTMENT COMPANY ACCOUNTS. |
Any Access Person who is a fund manager of any registered investment company that is advised or subadvised by the Firm is prohibited from buying or selling a security for an account in which he or she has a beneficial interest within fifteen calendar days before and after the investment company that he/she manages trades in that security. Any profits realized on trades within the proscribed periods shall be required to be disgorged. 6 Any losses realized on trades within the proscribed periods shall be borne by the fund manager if it was the managers actions which caused the violation.
F. | CERTAIN ACCOUNTS EXEMPT FROM REQUIREMENTS OF CODE. |
Any account (including open-end investment companies and limited partnerships) for which the Firm acts as investment adviser or general partner shall be managed in accordance with the Firms trading procedures for a Client account. Any such account shall be exempt from the provisions of Sections C and E of Part II of this Code if: (1) the account has been seeded by affiliated persons of the firm and is being managed in anticipation of investments by persons not affiliated with the Firm; or (2) unaffiliated persons of the Firm are also invested in the account; or (3) the account is operated as a model portfolio in contemplation of management of client accounts in the same or a similar strategy.
G. | PROCEDURES TO IMPLEMENT TRADING RESTRICTIONS AND REPORTING OBLIGATIONS. |
1. | Trading through Harris Trading Desk. |
All Advisory Persons who have personal accounts that hold or can hold Covered Securities are required to maintain such accounts at Pershing LLC (Pershing), the Firms prime broker. All transactions in Covered Securities in which an Advisory Person has any beneficial interest or ownership, or in any accounts in which an Advisory Person has discretion, other than fee paying accounts that are professionally managed on a discretionary basis, must be processed through the Firms trading desk.
Transactions at brokers or banks other than Pershing are not permitted except in unusual circumstances and then only after the Advisory Person has: (i) provided a request in writing to his/her Supervisor and the Chief Compliance Officer prior to opening or placing an initial order in an account with such other broker or bank, (ii) obtained the written approval of his/her Supervisor and the Chief Compliance Officer prior to opening or placing an initial order in such
6 |
Any profits disgorged shall be taken as gains in Harriss error account at Pershing. |
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account, (iii) provided such other broker or bank with a written notice of the Advisory Persons affiliation with Harris and request that copies of confirmations and statements be sent to the Firms Compliance Department, and provide a report to the Firm that includes the name of the broker or bank with whom the account was established, the date the account was established, and the date the report is submitted. A copy of such written notice and request should also be provided to his/her Supervisor and the Compliance Department.
Reportable Funds in which an Advisory Person has any beneficial interest or ownership may be held in a Pershing account, an approved outside brokerage account, directly with the Fund or through the Firms profit sharing and savings plan, and are subject to the reporting requirements described in Section II.G.6 below. Reportable Fund transactions effected pursuant to an automatic investment plan or in any account over which the Access Person has no direct or indirect influence or control do not need to be reported.
Even after an Advisory Person has obtained approval to open a non-discretionary account at a bank or broker to execute Covered Securities transactions, the Advisory Person must still present the Firms trading desk with an order ticket for an order to be executed at the other broker or bank. In those situations in which it is inappropriate for the Firms trading desk to execute the order, the Advisory Person must promptly present Compliance with a completed order ticket reflecting the details of the transaction and clearly indicating that the transaction has been completed. Non-Pershing discretionary account transactions do not need to be presented to Trading for review and approval. Compliance will review these statements upon their receipt.
2. | Monitoring of Trades. |
Transactions for an account of an Advisory Person that are executed through the Firms trading desk are to be monitored by the Trading Department and reviewed and approved by the Chief Compliance Officer (or such party to whom he or she delegates). These transactions are non-discretionary transactions, should be so marked on the original order ticket as unsolicited and unsupervised and may not be executed if they are in conflict with discretionary orders. Should a conflict arise, sharing of executions may be approved by the Chief Investment Officer, or in his/her absence, the Trading Supervisor.
The Firms Compliance Department will access Advisory Person trade information online from Pershing (including the title and exchange ticker symbol or CUSIP number of each Covered Security or Reportable Fund involved, the date of the transaction, the interest rate and maturity rate (if applicable), the number of shares and principal amount of each Covered Security or Reportable Fund involved, the nature of the transaction (i.e. buy/sell), the price at which the transaction was effected, the name of the broker or bank through which the transaction was effected, and the date on which the report is submitted).
Transactions at brokers other than Pershing, in addition to being placed through the trading desk, are to be monitored by the Compliance Department. To accomplish this, all Access Persons shall
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submit to the Compliance Department within thirty days after the month end in which any transaction occurred a report which includes the title and exchange ticker or CUSIP number of the Covered Security or Reportable Fund, the date of the transaction, the interest rate and maturity rate (if applicable), the number of shares and principal amount of each Covered Security or Reportable Fund involved, the nature of the transaction (i.e. buy/sell), the price at which the transaction was effected, the name of the broker or bank through which the transaction was effected and the date on which the report is submitted. This requirement may be satisfied by having the broker or bank send the Firm duplicate copies of confirmations and statements, provided that such confirmations and statements contain all of the information otherwise required to be provided in the report. The Compliance Department will maintain copies of all such transaction reports.
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3. | Cancellation of Trades. |
Any transaction for an account of an Access Person is subject to cancellation or reversal if it is determined by either the President (or such party to whom he delegates), the Trading Supervisor, or the Compliance Department that the transaction is or was in conflict with or appeared to be in conflict with any Client transaction or any of the trading restrictions of this Code. Cancellations or reversals of transactions may be required after an extended period past the settlement date. The Trading Supervisor may also prevent the execution of orders for an Advisory Persons account if it appears that the trade may have to be canceled or reversed.
Client transactions include transactions for any investment company managed by the Firm, any other discretionary advisory clients or any other accounts managed or advised by Employees of the Firm for a fee.
The determination that a transaction of an Access Person may conflict with a Client transaction will be subjective and individualized and may include questions about timely and adequate dissemination of information, availability of bids and offers, as well as many other factors deemed pertinent for that transaction or series of transactions. It is possible that a cancellation or reversal of a transaction could be costly to an Access Person or his/her family. Therefore, great care is required to adhere to the Firms trading restrictions and avoid conflicts or the appearance of conflicts.
4. | Participation in Dividend Reinvestment Plans and Systematic Purchase Plans . |
Advisory Persons may purchase Covered Securities through dividend reinvestment plans or systematic purchase plans without processing such transactions through the Firms trading desk. Purchases are permitted only after the Advisory Person has: (i) provided notice in writing to his/her Supervisor and the Compliance Department prior to opening an account or placing an initial purchase, and (ii) obtained the written approval of his/her Supervisor and the Compliance Department prior to opening an account or placing an initial purchase. Notice and approval shall not be required in connection with purchase of shares or units of ETFs. Even after the Advisory Person has obtained approval to invest in such a plan, the Advisory Person must provide the Compliance Department with duplicate copies of statements within thirty days after the end of each calendar quarter. Such report or statements must contain all of the information required to be reported with respect to transactions in Covered Securities under II(F)(2) above. The Compliance Department will maintain copies of all such transaction reports.
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5. | Reporting All Other Securities Transactions. |
Because the obligations of an investment adviser to maintain records of Employees personal securities transactions is broader than the type of transactions discussed above in this Section, all Employees have the following additional reporting obligations. Any transaction in a Covered Security not required to be placed through the Firms trading desk in which an Employee has any beneficial interest or ownership (such as, real estate or oil and gas limited partnership interests and other privately placed securities and funds) must be reported to the Compliance Department. This report must be submitted within thirty days after the end of each calendar quarter and include: the title and exchange ticker symbol or CUSIP number, price, number of shares and principal amount of each Covered Security involved, the date and nature of the transaction (i.e. buy/sell), the name of the broker or bank used, if any, interest rate and maturity, if applicable, and the date on which the report is submitted. This report may be in any form, including a copy of a confirmation or monthly statement. However, no report is necessary for any transaction in an account in which the Employee has no control or influence.
6. | Initial, Quarterly and Annual Reporting Requirements. |
Each Access Person shall initially disclose in writing to the Compliance Department within ten days of becoming an Access Person, and annually thereafter, within forty-five days after each calendar year-end, the title and exchange ticker or CUSIP number, type of security, number of shares and principal amount of all Covered Securities and Reportable Funds beneficially owned by such Access Person, and the date the Access Person submits the report, with information as of a date that is no more than forty-five days from the date of becoming a Access Person, or as of the preceding December 31 for annual reporting, and the name of the broker or bank with whom the Access Person maintains an account in which he or she has beneficial ownership of any security. An Access Person need not make an Initial or Annual Report for Covered Securities held in any account over which the Employee has no direct or indirect influence or control.
Additionally, each Access Person shall submit quarterly transaction reports and responses to quarterly questionnaires no later than 30 days after the end of each calendar quarter.
H. | CONFIDENTIALITY & OBLIGATIONS OF EMPLOYEES |
During the period of employment with the Firm an Employee will have access to certain confidential information concerning the Firm and its clients. This information is a valuable asset and the sole property of the Firm and may not be misappropriated and used outside of the Firm by an Employee or former Employee. Confidential Information, defined as all information not publicly available about the business of the Firm, may include, but is not limited to, Client and prospect names and records, research, trading and portfolio information and systems, information concerning externally managed entities or accounts which have been
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considered or made on behalf of fee paying clients, and the financial records of the Firm and/or its Employees. In order to protect the interests of the Firm, an Employee or ex-Employee shall not, without the express written consent of the Firms President, disclose directly or indirectly confidential information to anyone outside of the Firm. An Employee should be extremely careful to avoid inadvertent disclosures and to exercise maximum effort to keep confidential information confidential. Any questions concerning the confidentiality of information should be directed to the Chief Compliance Officer or the General Counsel. An abuse of the Firms policy of confidentiality could subject an Employee to immediate disciplinary action that may include dismissal from the Firm.
I. |
OUTSIDE EMPLOYMENT, ASSOCIATIONS AND BUSINESS ACTIVITIES 7 |
1. | Outside Employment and Associations . |
Harris requires that all Advisory Persons make their positions with the Firm their primary employment. Except in the case of business entities managed or sponsored by the Firm, it is Harriss policy not to permit Advisory Persons to hold outside positions of authority, including that of being an officer, partner, director or employee, in another business entity. The approval of Harris, and in some cases the approval of FINRA, is required before any Advisory Person may hold any outside position with any business organization, regardless of whether such position is compensated or not. Any exception to this policy must be approved in writing by the Firms President or his or her designee and the Advisory Persons Supervisor, and a copy of such approval shall be provided by the Advisory Person to the Compliance Department. Any change in the status of such approved position immediately must be reported in writing to the Compliance Department and the Advisory Persons Supervisor. Any income or compensation received by an Advisory Person for serving in such position must be paid in full to the Firm, unless a waiver is granted by the Firms President. Under no circumstance may an Advisory Person represent or suggest that Harris has approved or recommended the business activities of the outside organization or any person associated with it.
Certain types of associations with non-business entities, charitable or volunteer organizations where the Advisory Person does not hold a position of authority such as a member of the board or senior management, and the activity is voluntary in nature,(e.g., Boy or Girl Scouts leader, condo association board); or involve random and infrequent participation in industry association or marketing focus groups where an honorarium is paid, and other similarly situated positions are exempted from this sections restrictions and reporting.
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As used in this section, the terms business entity and business organization include nonprofits such as charities, foundations, religious and arts organizations, universities, and other similar types of entities. |
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2. | Outside Business Activities. |
To further avoid actual or potential conflicts of interest and to maintain impartial investment advice, and equally important, the appearance of impartial investment advice, each Advisory Person must disclose in writing to the Compliance Department any special relationships and/or investments or business activities that they or their families have which could influence the investment activities of the Firm. If an Employee has any questions about any activities and the need for disclosure, the Employee should be cautious and direct any questions to the Firms General Counsel or Compliance Department.
J. | Certification of Compliance by Access Persons. |
The Firm shall distribute the Code to each Employee and Non-Access Director upon inception of employment and whenever the Code is amended, but no less frequently than annually. Each Access Person and Non-Access Director is required to certify in writing annually that (i) he or she has read and understands the Code, (ii) recognizes that he or she is subject to the Code, and, in the case of Access Persons, (iii) he or she has disclosed or reported all Personal Securities Transactions required to be disclosed or reported under the Code.
Each Access Person who has not engaged in any personal securities transactions during the preceding year for which a report was required to be filed pursuant to the Code shall include a certification to that effect in his or her annual certification.
K. | Annual Report to the Trusts Board of Trustees. |
HALP, as the adviser to the Trust, shall prepare an annual report to the board of trustees of the Trust that:
i.) | summarizes existing procedures concerning personal investing and any changes in those procedures during the past year; |
ii.) | describes issues that arose during the previous year under the Code or procedures concerning personal investing, including but not limited to information about material violations of the Code and sanctions imposed; |
iii.) | certifies to the board that the Trust, the Trusts adviser (HALP), and the Trusts principal distributor (HASLP) have adopted procedures reasonably necessary to prevent their Investment Personnel and Access Persons from violating the Code; and |
iv.) | identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations. |
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III. | POLICY STATEMENT ON INSIDER TRADING |
A. | BACKGROUND |
Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission (SEC) can recover the profits gained or losses avoided through the violative trading, obtain a penalty of up to three times the illicit windfall and issue an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.
Regardless of whether a government inquiry occurs, Harris views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, including dismissal.
The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. You should direct any questions relating to the Policy Statement to the General Counsel, or, in her absence, a member of the Stock Selection Group, or the Compliance Department. You also must notify the General Counsel, or, in her absence, a member of the Stock Selection Group or the Compliance Department immediately if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur.
B. | POLICY STATEMENT ON INSIDER TRADING |
No person to whom this Policy Statement applies may trade , either personally or on behalf of others (such as Clients), while in possession of material, nonpublic information; nor may such persons communicate material, nonpublic information to others in violation of the law. This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by all Access Persons (including their spouses, minor children and adult members of their households).
The section below reviews principles important to this Policy Statement.
1. | What is Material Information? |
Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information whose disclosure will have a substantial effect on the price of a companys securities. No simple
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bright line test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the General Counsel, or, in her absence, a member of the Stock Selection Group, or Compliance Department.
Material information often relates to a companys results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Material information also may relate to the market for a companys securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material.
2. | What is Nonpublic Information? |
Information is nonpublic until it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones tape or the WALL STREET JOURNAL or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.
3. | Identifying Inside Information |
Before executing any trade for yourself or others, including Clients, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:
i.) | Immediately alert the Trading Department to restrict trading in the security by placing the security on the restricted list maintained in the trading room. No reason or explanation should be given to the Trading Department for the restriction. |
ii.) | Report the information and proposed trade immediately to the General Counsel and the Chief Compliance Officer, or in their absence, a member of the Stock Selection Group. |
iii.) | Do not purchase or sell the securities on behalf of yourself or others, including Clients. |
iv.) | Do not communicate the information inside or outside Harris other than to the above individuals. |
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v.) | After the above individuals have reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action(s) the Firm should take. |
4. | Contacts with Public Companies |
For Harris, contacts with public companies represent an important part of our research efforts. Harris may make investment decisions on the basis of the Firms conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, an Access Person becomes aware of material , nonpublic information. This could happen, for example, if a companys Chief Financial Officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, Harris must make a judgment as to its further conduct. To protect yourself, Clients and the Firm, you should contact the General Counsel, or in her absence, a member of the Stock Selection Group, or Compliance Department immediately if you believe that you may have received material, nonpublic information.
5. | Tender Offers |
Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target companys securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and tipping while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Employees should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.
C. | PROCEDURES TO IMPLEMENT THE POLICY STATEMENT ON INSIDER TRADING |
1. | Personal Securities Trading |
The restrictions on Employee trading and procedures to implement those restrictions and the Firms reporting obligations, which are set forth in Section II above and in the Procedures for Personal Trading by Employees, constitute the same procedures to implement this Policy Statement. Review those procedures carefully and direct any questions about their scope or applicability to the General Counsel or the Compliance Department.
2. | Restrictions on Disclosures |
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Harris Employees shall not disclose any nonpublic information (whether or not it is material) relating to Harris or its securities transactions to any person outside Harris (unless such disclosure has been authorized by Harris). Material, nonpublic information may not be communicated to anyone, including persons within Harris, except as provided in Section III(B)(3) above. Such information must be secured. For example, access to files containing material, nonpublic information and computer files containing such information should be restricted, and conversations containing such information, if appropriate at all, should be conducted in private.
IV. | RETENTION OF RECORDS |
The Compliance Department or the Secretary of the Trust will maintain the records listed below for a period of five years. Such records shall be maintained at the Firms principal place of business in an easily accessible place:
i.) | a list of all persons subject to the Code during that period; |
ii.) | receipts signed by all persons subject to the Code acknowledging receipt of copies of the Code and acknowledging that they are subject to it; |
iii.) | a copy of each Code of Ethics that has been in effect at any time during the period; |
iv.) | a copy of each report filed pursuant to the Code and a record of any known violations and actions taken as a result thereof during the period as well as a record of all persons responsible for reviewing these reports; and |
v.) | a copy of any decision and the reasons supporting the decision, to approve the acquisition of Limited Offerings. |
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ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS AND STATEMENT ON INSIDER TRADING
Code of Ethics.
Harris Associates L.P. (HALP), Harris Associates Securities L.P. (HASLP) and Harris Associates Investment Trust (the Trust) have adopted a written Code of Ethics and Statement on Insider Trading (the Code) and Procedures for Personal Trading by Employees to avoid potential conflicts of interest by HALP and HASLP personnel and to govern the use and handling of material non-public information. A copy of the Code and Procedures for Personal Trading by Employees is attached to this acknowledgement. As a condition of your continued employment with HALP and HASLP, and/or the retention of your position, if any, as an officer of the Trust or a member of the board of HALPs general partner, you are required to read, understand and abide by the Code and Procedures for Personal Trading by Employees.
Compliance Program.
The Code requires that all personnel (other than Non-Access Directors) furnish to the Compliance Department information regarding any investment account in which you have a beneficial interest. You are also required to furnish to the Compliance Department copies of your monthly or quarterly account statements, or other documents, showing all purchases or sales of securities in any such account, or which are effected by you or for your benefit, or the benefit of any member of your household. Additionally, you are required to furnish a report of your personal securities holdings within ten calendar days of commencement of your employment with HALP or HASLP and annually thereafter. These requirements apply to any investment account, such as an account at a brokerage house, trust account at a bank, custodial account or similar types of accounts.
This compliance program also requires that employees report any contact with any securities issuer, government or its personnel, or others, that, in the usual course of business, might involve material non-public financial information. The Code requires that employees bring to the attention of the General Counsel any information they receive from any source, which might be material non-public information.
Any questions concerning the Code or Procedures for Personal Trading by Employees should be directed to the General Counsel or the Compliance Department.
I affirm that I have read and understand the Code and Procedures for Personal Trading by Employees. I agree to the terms and conditions set forth in the Code and Procedures for Personal Trading by Employees.
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Signature | Date |
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ANNUAL AFFIRMATION OF COMPLIANCE
FOR ACCESS PERSONS AND NON-ACCESS DIRECTORS
I affirm that:
1. | I have again read and, during the past year to the best of my knowledge, have complied with provisions of the Code of Ethics and Statement of Insider Trading (the Code) and Procedures for Personal Trading by Employees that pertain to me. |
2. | I have provided to the Compliance Department the names and addresses of each investment account that I have with any firm, including, but not limited to, broker-dealers, banks and others. (List of known accounts attached.) (Access Persons only) |
3. | I have provided to the Compliance Department copies of account statements or other reports showing each and every transaction in any security in which I have a beneficial interest, as defined in the Code, during the most recently ended calendar year |
or
during the most recent calendar year there were no transactions in any security in which I had a beneficial interest required to be reported pursuant to the Code. (Access Persons only)
4. | I have provided to the Compliance Department a report of my personal securities holdings as of the end of the most recent calendar year, including all required information for each security in which I have any direct or indirect beneficial ownership. (Access Persons only) |
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Signature | Date |
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APPENDIX A
Examples of Beneficial Interest
For purposes of the Code, you will be deemed to have a beneficial interest in a security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Examples of beneficial ownership under this definition include:
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securities you own, no matter how they are registered, and including securities held for you by others (for example, by a custodian or broker, or by a relative, executor or administrator) or that you have pledged to another (as security for a loan, for example); |
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securities held by a trust of which you are a beneficiary (except that, if your interest is a remainder interest and you do not have or participate in investment control of trust assets, you will not be deemed to have a beneficial interest in securities held by the trust); |
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securities held by you as trustee or co-trustee, where either you or any member of your immediate family ( i.e. , spouse, children or descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has a beneficial interest (using these rules) in the trust. |
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securities held by a trust of which you are the settlor, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries and have or participate in investment control; |
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securities held by any partnership in which you are a general partner, to the extent of your interest in partnership capital or profits; |
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securities held by a personal holding company controlled by you alone or jointly with others; |
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securities held by (i) your spouse, unless legally separated, or you and your spouse jointly, or (ii) your minor children or any immediate family member of you or your spouse (including an adult relative), directly or through a trust, who is sharing your home, even if the securities were not received from you and the income from the securities is not actually used for the maintenance of your household; or |
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securities you have the right to acquire (for example, through the exercise of a derivative security), even if the right is not presently exercisable, or securities as to which, through any other type of arrangement, you obtain benefits substantially equivalent to those of ownership. |
You will not be deemed to have beneficial ownership of securities in the following situations:
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securities held by a limited partnership in which you do not have a controlling interest and do not have or share investment control over the partnerships portfolio; and |
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securities held by a foundation of which you are a trustee and donor, provided that the beneficiaries are exclusively charitable and you have no right to revoke the gift. |
These examples are not exclusive. There are other circumstances in which you may be deemed to have a beneficial interest in a security. Any questions about whether you have a beneficial interest should be directed to the General Counsel or Compliance Department.
Exhibit (p)(4)
APPENDIX H
CODE OF ETHICS
Adopted March 1, 2006
Revised as of July 30, 2010
I. | INTRODUCTION |
High ethical standards are essential for the success of the Adviser and to maintain the confidence of its clients. Our long-term business interests are best served by adherence to the principle that clients interests come first. The Adviser has a fiduciary duty to its clients which requires individuals associated with our firm to act solely for the benefit of our clients. Potential conflicts of interest may arise in connection with the personal trading activities of individuals associated with investment advisory firms. In recognition of the Advisers fiduciary obligations to its clients and the Advisers desire to maintain its high ethical standards, the Adviser has adopted this Code of Ethics (the Code) containing provisions designed to (i) comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended, and Rule 17j-1 under the Investment Company Act of 1940, as amended, (ii) prevent improper personal trading, and (iii) identify conflicts of interest and provide a means to resolve any actual or potential conflict in favor of the client.
One of our goals is to allow the Advisers personnel to engage in personal securities transactions while protecting our clients, the Adviser and its members, officers and employees from the conflicts that could result from a violation of the securities laws or from real or apparent conflicts of interest. While it is impossible to define all situations which might pose such a risk, this Code is designed to address those circumstances where such risks are likely to arise. Furthermore, the Adviser will not engage in proprietary trading.
Adherence to the Code and the related restrictions on personal investing is considered a basic condition of employment by the Adviser. If you have any doubt as to the propriety of any activity, you should consult with the Compliance Officer or his designee, who is charged with the administration of this Code, has general compliance responsibility for the Adviser and may offer guidance on securities laws and acceptable practices, as the same may change from time to time. The President of the Adviser will be responsible for ensuring the Compliance Officers compliance with the Code.
II. | DEFINITIONS |
(a) | Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan. |
(b) | Advisory Person of the Adviser means (i) any officer, manager, member or employee (full-time, part-time or temporary) of the Adviser 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 client, or whose functions relate to the making of any recommendations with respect to such purchase or sale of Covered Securities, and (ii) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to clients with regard to the purchase or sale of Covered Securities. |
(c) |
Beneficial Ownership is defined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 and includes ownership by any person who, directly or indirectly, |
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through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary or financial interest in a security. For example, an individual has an indirect pecuniary interest in any security owned by the individuals spouse. Beneficial ownership also includes, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, having or sharing voting power or investment power as those terms are used in Section 13(d) of the Exchange Act and Rule 13d-3 thereunder. |
(d) | Covered Person means any Advisory Person of the Adviser and any other member, manager, officer, or employee (including full-time and temporary employees) of the Adviser, except for any Non-Access Director. A Covered Person also includes any solicitor/consultant, representative or agent retained by the Adviser who (i) makes or participates in the making of investments and/or potential investments for clients; (ii) has access to non-public information on investments and/or potential investments for clients; or (iii) has access to non-public information regarding securities recommendations to clients. |
(e) | Non-Access Director means any person who (i) serves on the Advisers Board of Managers; (ii) is not otherwise an officer or employee of the Adviser; and (iii) meets all of the following conditions: |
(1) | 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 any client of the Adviser, and his or her functions do not relate to the making of recommendations with respect to such purchase or sale of Covered Securities; |
(ii) | He or she does not have access to nonpublic information regarding purchase or sale of securities by any client of the Adviser, or nonpublic information regarding the portfolio holdings of any Reportable Fund; and |
(iii) | He or she is not involved in making securities recommendations to the Advisers clients, and does not have access to such recommendations that are nonpublic. |
Non-Access Directors are subject to Sections I, III, V(e) and V(f) of this Code, but not to Sections IV, V(a) (d), V(g), and VI XI.
(f) | Personal Account means any account in which a Covered Person has any direct or indirect beneficial ownership. |
(g) | Reportable Security means a security as defined in Section 202(a)(18) of the Act (15 U.S.C. 80b-2(a)(18)), which for the avoidance of doubt includes any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing, but does not include: |
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(1) | Direct obligations of the Government of the United States; |
(2) | Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and |
(3) | Shares issued by money market funds. |
A Reportable Security includes shares that are issued by registered open-end funds which include, but are not limited to, (i) exchange-traded funds and (ii) registered funds managed by the Adviser or registered funds whose adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser (such funds under this clause (ii), the Reportable Funds ).
(h) | Covered Security means any Reportable Security that is eligible for purchase in a client account. The Compliance Officer will maintain, and make available to Covered Persons, a list of Covered Securities. |
(j) | Short Sale means the sale of securities that the seller does not own. A Short Sale is against the box to the extent that the seller contemporaneously owns or has the right to obtain at no added cost securities identical to those sold short. |
III. | STANDARDS OF CONDUCT |
It is unlawful for a Covered Person or a Non-Access Director, in connection with the purchase or sale, directly or indirectly, by the Covered Person or the Non-Access Director, respectively, of a Covered Security, to:
(a) | Employ any device, scheme or artifice to defraud the client; |
(b) | Make any untrue statement of a material fact to the client or omit to state a material fact necessary in order to make the statements made to the client, in light of the circumstances under which they are made, not misleading; |
(c) | Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the client; or |
(d) | Engage in any manipulative practice with respect to the client. |
In addition, it is expected that all Covered Persons and Non-Access Directors will:
(a) | Use reasonable care and exercise professional judgment in all actions affecting a client. |
(b) | Maintain general knowledge of and comply with all applicable federal and state laws, rules and regulations governing the Advisers activities, and not knowingly participate or assist in any violation of such laws, rules or regulations. |
(c) | Not engage in any conduct involving dishonesty, fraud, deceit, or misrepresentation or commit any act that reflects adversely on their honesty, trustworthiness, or professional competence. |
(d) | Respect and maintain the confidentiality of clients information, their securities transactions and potential transactions, their portfolio strategy, or any other matters within the bounds of fiduciary duty. |
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(e) | Be aware of the scope of material nonpublic information related to the value of a security. |
(f) | Avoid any trading or causing any other party to trade in a security if such trading would breach a fiduciary duty or if the information was misappropriated or relates to a material corporate event. |
(g) | Exercise diligence and thoroughness in securities research and in the making of investment recommendations and decisions; and maintain appropriate records to support the reasonableness of such recommendations and decisions; provided, however, that because the Adviser uses quantitative analysis in making investment recommendations and decisions, the Adviser will not maintain records with respect to the reasonableness of recommendations generated by its programs. |
(h) | Deal fairly and objectively with clients when disseminating investment recommendations, disseminating material changes in recommendations, and taking investment action. |
(i) | Refrain from any misrepresentations or factual omissions that could affect clients investment decisions. |
(j) | Comply on a timely basis with the reporting requirements of this Code. |
IV. | APPLICABILITY OF CODE OF ETHICS |
(a) | Personal Accounts of Covered Persons . This Code applies to all Personal Accounts of all Covered Persons. A Personal Account also includes an account maintained by or for: |
(1) | A Covered Persons spouse (other than a legally separated or divorced spouse of the Covered Person) and minor children; |
(2) | Any individuals who live in the Covered Persons household and over whose purchases, sales, or other trading activities the Covered Person exercises control or investment discretion; |
(3) | Any persons to whom the Covered Person provides primary financial support, and either (i) whose financial affairs the Covered Person controls, or (ii) for whom the Covered Person provides discretionary advisory services; |
(4) | Any trust or other arrangement which names the Covered Person as a beneficiary or remainderman; and |
(5) | Any partnership, corporation, or other entity of which the Covered Person is a director, officer or partner or in which the Covered Person has a 25% or greater beneficial interest, or in which the Covered Person owns a controlling interest or exercises effective control; provided, however, that the following entities managed by the Adviser are not deemed to be Personal Accounts of a Covered Person: AlphaSimplex Quantitative Global Macro Fund, L.P. and AlphaSimplex Quantitative Global Macro Offshore Fund, Ltd. |
A comprehensive list of all Covered Persons and Personal Accounts will be maintained by our Compliance Officer.
(b) |
Covered Person as Trustee . A Personal Account does not include any account for which a Covered Person serves as trustee of a trust for the benefit of (i) a person to whom the |
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Covered Person does not provide primary financial support, or (ii) an independent third party. |
(c) | Solicitors/Consultants . Non-employee solicitors or consultants are not subject to this Code unless the solicitor/consultant, as part of his duties on behalf of the Adviser, (i) makes or participates in the making of investment recommendations for the Advisers clients, or (ii) obtains information on recommended investments for the Advisers clients. |
V. | RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES |
(a) | General . It is the responsibility of each Covered Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code or otherwise prohibited by any applicable laws. Personal securities transactions for Covered Persons may be effected only in accordance with the provisions of this Section. |
(b) | Preclearance of Transactions in Personal Account . A Covered Person must obtain the prior written approval of the Compliance Officer before engaging in any transaction in a Covered Security in his or her Personal Account, unless such transaction is exempted from preclearance pursuant to Section VI below. The Compliance Officer or his designee (who must have no personal interest in the subject transaction) may approve the transaction if the Compliance Officer concludes that the transaction would comply with the provisions of this Code and is not likely to have any adverse economic impact on a client. A request for preclearance must be made by completing the Preclearance Form in advance of the contemplated transaction. A sample Preclearance Form is attached as Attachment A . |
Any approval given under this paragraph will remain in effect for 24 hours.
(c) | Trading on the Same Day As Clients . Without the consent of the Compliance Officer, a Covered Person may not execute a personal securities transaction on a day during which any client over which the Covered Person has investment discretion has a pending buy or sell order in that same security. |
(d) | Short Sales . A Covered Person shall not engage in any short sale of a security if, at the time of the transaction, any client account managed by the Covered Person has a long position in such security. Short sales against the box in securities held by a client are permitted except on a day when a client account managed by the Covered Person trades in the same security. |
(e) | Initial Public Offerings . A Covered Person or a Non-Access Director shall not acquire any direct or indirect beneficial ownership in any securities in any initial public offering unless the Compliance Officer has given express prior written approval. The Compliance Officer, in determining whether approval should be given, will take into account, among other factors, whether the investment opportunity should be reserved for a client and whether the opportunity is being offered to the Covered Person or the Non-Access Director by virtue of his or her position with the Adviser. |
(f) |
Private Placements and Investment Opportunities of Limited Availability . A Covered Person or a Non-Access Director shall not acquire any beneficial ownership in any securities in any private placement of securities or investment opportunity of limited availability unless the Compliance Officer has given express prior written approval. The Compliance Officer, in determining whether approval should be given, will take into account, among other factors, whether the investment opportunity should be reserved for a client and whether the opportunity is being offered to the Covered Person or the Non- |
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Access Director by virtue of his or her position with the Adviser. |
(g) | Service on Boards of Directors; Outside Business Activities . A Covered Person may not serve as a director (or similar position) on the board of any company, including a public company, unless the Covered Person has received written approval from the Compliance Officer. Authorization will be based upon a determination that the board service would not be inconsistent with the interests of any client account. At the time a Covered Person submits the initial holdings report in accordance with Section VII(d) of the Code, the Covered Person will submit to the Compliance Officer a description of any outside business activities in which the Covered Person has a significant role on Attachment B . |
(h) | Management of Non-Adviser Accounts . Covered Persons are prohibited from managing accounts for third parties who are not clients of the Adviser or serving as a trustee for third parties unless the Compliance Officer preclears the arrangement and finds that the arrangement would not harm any client. The Compliance Officer may require the Covered Person to report transactions for such account and may impose such conditions or restrictions as are warranted under the circumstances. |
VI. | EXCEPTIONS FROM PRECLEARANCE PROVISIONS |
This Section sets forth the types of transactions that are exempt from the preclearance requirements. The restrictions and reporting obligations of the Code will continue to apply to any transaction exempted from preclearance pursuant to this Section. Accordingly, the following transactions will be exempt only from the preclearance requirements of Section V(b):
(a) | Purchases or sales of Covered Securities held in any Personal Account over which the Covered Person has no direct or indirect influence or control; |
(b) | Purchases or sales pursuant to an Automatic Investment Plan; |
(c) | Transactions in money market funds and instruments; |
(d) | Transactions in shares of registered open-end investment companies that are not Reportable Funds; |
(e) | Transactions in securities that are not Covered Securities; and |
(f) | Purchases made pursuant to an employee stock purchase plan. |
In order for a Covered Persons transaction(s) to be exempt in accordance with Section VI(a) above, the Covered Person must submit a quarterly statement certifying his or her lack of any direct or indirect influence or control over the applicable Personal Account(s). A form of such quarterly statement is set forth in Attachment E .
VII. | REPORTING |
(a) | Duplicate Copies of Broker s Confirmations and Account Statements to Adviser . All Covered Persons must direct their brokers or custodians or any persons managing the Covered Persons account in which any Reportable Securities are held to supply the Compliance Officer with: |
(1) | duplicate copies of securities trade confirmations (Brokers Confirmations) within 30 days after a transaction on behalf of the Covered Person; and |
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(2) | the Covered Persons monthly and quarterly brokerage or account statements within 30 days after the relevant time period. |
(3) | if a Covered Persons brokerage or account statements are unavailable, the Covered Person must submit to the Compliance Officer a report of the Covered Persons securities transactions no later than 30 days after the end of each calendar quarter. The report must set forth each transaction in a Reportable Security in which the Covered Person had any beneficial interest during the period covered by the report. A form of transaction report is set forth as Attachment C . |
(b) | New Accounts . Each Covered Person must notify the Compliance Officer promptly if the Covered Person opens any new account in which any securities are held with a broker or custodian or moves such an existing account to a different broker or custodian and must report such new account on Attachment C at the end of the quarter in which such account was opened or moved. |
(c) Annual Holdings Reports . By January 31 each year, each Covered Person must provide to the Compliance Officer, a signed and dated Annual Holdings Report containing information current as of a date not more than 45 days prior to the date of the report.
The Annual Holdings Report must disclose:
(1) | All securities (including all mutual fund shares) held in a Personal Account of the Covered Person, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each security beneficially owned; and |
(2) | The name of any broker-dealer or financial institution with which the Covered Person maintains a Personal Account in which securities are held for the Covered Person. A form of the Annual Holdings Report is set forth as Attachment D . |
(d) | Disclosure of Securities Holdings . All Covered Persons will, within 10 days of commencement of employment with the Adviser, submit an initial statement on Attachment D to the Compliance Officer listing all of the |
(1) | securities in which the Covered Person has any beneficial ownership, (including title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each Reportable Security in which the Covered Person has any direct or indirect beneficial ownership); |
(2) | the names of any brokerage firms or banks where the Covered Person has an account in which ANY securities are held. |
(3) | The report must be dated the day the Covered Person submits it, and must contain information that is current as of a date no more than 45 days prior to the date the person becomes a Covered Person of the Adviser. A form of the initial report is set forth in Attachment D . |
(e) |
Exceptions to Reporting Requirements. A Covered Person need not submit any report with respect to transactions effected for and securities held in accounts over which the Covered Person has no direct or indirect influence or control or reports with respect to |
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transactions effected pursuant to an Automatic Investment Plan, provided that the Covered Person submits a quarterly statement certifying his or her lack of such influence or control. A form of such quarterly statement is set forth in Attachment E . |
(f) | Covered Persons must report immediately any suspected violations to the Compliance Officer. |
VIII. | RECORDKEEPING |
The Compliance Officer shall maintain records in the manner and extent set forth below, and these records shall be available for examination by representatives of the Securities and Exchange Commission:
(a) | a copy of this Code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place; |
(b) | a record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs, the first two years in an appropriate office of the Adviser; |
(c) | a copy of all written acknowledgements of the receipt of the Code and any amendments thereto for each Covered Person who is currently, or within the past five years was a Covered Person; |
(d) | a copy of each report made pursuant to this Code and brokerage confirmations and statements submitted on behalf of Covered Persons shall be preserved for a period of not less than five years from the end of the fiscal year in which the last entry was made on such record, the first two years in an appropriate office of the Adviser; |
(e) | a list of all Covered Persons (which includes all Advisory Persons) who are required, or within the past five years have been required, to make reports under the Code or who are responsible for reviewing such reports pursuant to this Code shall be maintained in an easily accessible place; |
(f) | a record of any decision and supporting reasons for approving the acquisition of securities by a Covered Person shall be preserved for a period of not less than five years from the end of the fiscal year in which the approval was granted; |
(g) | a record of persons responsible for reviewing reports and a copy of reports provided pursuant to Section VII; and |
(h) | a record of any report furnished to the board of any registered investment company to which the Adviser provides advisory services pursuant to Section IX below shall be preserved for a period of not less than five years from the end of the fiscal year in which the last entry was made on such record, the first two years in an appropriate office of the Adviser. |
IX. | REPORTS TO THE BOARD(S) OF REGISTERED INVESTMENT COMPANIES |
No less frequently than annually, the Adviser will furnish the Board of Directors or Trustees of any registered investment company (the Board) to which it provides advisory services with a written report that:
(a) |
describes any issues arising under the Code or procedures since the last report to the |
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Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
(b) | certifies that the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
X. | OVERSIGHT OF CODE OF ETHICS |
(a) | General Principle . The Adviser will use reasonable diligence and institute procedures reasonably necessary to prevent violations of the Code. |
(b) | Acknowledgment . The Compliance Officer shall identify all Covered Persons who are under a duty to make reports under this Code and shall inform such persons of such duty and annually deliver a copy of the Code and any amendments to all Covered Persons. All Covered Persons are required annually to sign and acknowledge their receipt of this Code by signing the form of annual certification for employees attached as Attachment F or such other form as may be approved by the Compliance Officer. |
(c) | Review of Transactions . Each Covered Persons transactions in his/her Personal Account will be reviewed on a regular basis and compared with transactions for the clients. Any Covered Person transactions that are believed to be a violation of this Code will be reported promptly to the management of the Adviser. The President will review the Compliance Officers transactions and preclearance requests. |
(d) | Sanctions . Upon determining that a violation of this Code has occurred, the Adviser may impose such sanctions or remedial action as deemed appropriate or to the extent required by law. These sanctions may include, among other things, disgorgement of profits, suspension or termination of employment and/or criminal or civil penalties. |
(e) | Reports to the Board . The Adviser shall report to the Board of Directors or Trustees of any registered investment company (the Board) to which it provides advisory services, any violation of the Code by a Covered Person, and such Covered Person may be called upon to explain the circumstances surrounding his or her non-clerical violation for evaluation by the Board. |
(f) | Authority to Exempt Transactions . The Compliance Officer has the authority to exempt any Covered Person or any personal securities transaction of a Covered Person from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against any interests of a client. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption. |
(g) | ADV Disclosure. The Compliance Officer will ensure that the Advisers Form ADV (1) describes the Code on Schedule F of Part II and (2) offers to provide a copy of the Code to any client or prospective client upon request. |
XI. | CONFIDENTIALITY |
All reports of securities transactions and any other information filed pursuant to this Code shall be treated as confidential to the extent permitted by law.
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APPENDIX H
ATTACHMENT A
AlphaSimplex Group, LLC
PRECLEARANCE FORM
FOR TRANSACTIONS IN PERSONAL ACCOUNTS OF COVERED PERSONS
Covered Persons must complete this Preclearance Form prior to engaging in any personal transaction in Covered Securities (unless excepted by the Code).
Investment Information
Investment Type (please circle):
Common Preferred Mutual Fund Other
Debt (indicate issue) Derivative (indicate type)
Issuer/Fund Name:
Transaction Information
Transaction Type (please circle):
Buy Sell Short Sale
Any additional factors relevant to a conflict of interest analysis:
Estimated Trade Date: |
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Quantity/USD Amount: |
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Estimated Price: |
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Broker/Dealer: |
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Initials of Covered Person |
Date |
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Representation and Signature
By executing this form, I represent that my trading in this investment is not based on any material nonpublic information. I understand that preclearance will only be in effect for 24 hours from the date of the Compliance Officers signature.
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Name (please print) | ||
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Signature | Date | |
Disposition of Preclearance Request | ||
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Approved | Comments | |
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Denied | Comments | |
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Date |
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APPENDIX H
ATTACHMENT B
AlphaSimplex Group, LLC
REPORT ON OUTSIDE BUSINESS ACTIVITIES
To: |
Compliance Officer | |
From: |
||
Subject: |
Outside Business Activities |
Covered Persons are not permitted to serve on the board of directors of any company, including a publicly traded company without prior written authorization from the Compliance Officer.
Pursuant to the Code, each Covered Person is required to submit to the Compliance Officer a description of any business activities outside of AlphaSimplex Group, LLC in which he or she has a significant role, including all board of directors seats or offices that he or she holds.
I have described my outside business activities in the space provided below.
Additionally, I have included information as to my knowledge whether any family members serve on the boards of directors of any company, including a publicly traded company, are otherwise employed by such publicly-traded company or are employed by a brokerage firm or investment bank. Relevant information includes family members name, his or her relation to me, the company for which such family member works and his or her title within the organization.
I have checked the following box because I do not have an outside business activity and no family members are employed by a publicly traded company: ¨
Date: |
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Signature | ||
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Name (Please Print) |
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APPENDIX H
ATTACHMENT C
AlphaSimplex Group, LLC
SUPPLEMENTAL QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORTING FORM
For the Calendar Quarter Ended:
I. During the quarter referred to above, the following transactions were effected in Reportable Securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Advisers Act Rule 204A-1(b)(2). (Attach additional pages if necessary.)
Security |
Symbol/Cusip | Shares/Units | Maturity |
Interest
Rate |
Dollar
Amount |
Purchase/Sale/Other | Price | Date |
BD or
Bank |
This report (i) excludes transactions with respect to which I had no direct or indirect influence or control and (ii) other transactions not required to be reported.
Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve a client of the Adviser, such as the existence of any economic relationship between my transactions and securities held or to be acquired by the Adviser.
I certify that I have reported on this form all transactions in Reportable Securities in which I had any direct or indirect beneficial ownership during the period covered by this report.
II. During the quarter referred to above, the following accounts were established for my direct or indirect benefit:
Name of the Broker, Dealer or Bank Where Account Established |
Date the Account was Established |
I certify that I have reported on this form all accounts that were established during this quarter in which I had any direct or indirect beneficial ownership during the period covered by this report.
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Supervised Person Print or Type Name |
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Signature |
Date |
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|
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Compliance Review Print or Type Name |
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Signature |
Date | |
Comments: |
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APPENDIX H
ATTACHMENT D
AlphaSimplex Group, LLC
INITIAL HOLDINGS REPORT AND ANNUAL HOLDINGS REPORT
To: |
Compliance Officer | |
From: |
||
Subject: |
Personal Securities Transactions |
Pursuant to the Code, each Covered Person must submit an initial holdings report and an updated annual holdings report that lists all Reportable Securities (as defined in the Code) in which such Covered Person has a direct or indirect Beneficial Ownership (as defined in the Code), unless excepted by the Code.
Each Covered Person is required to complete the form below and return it to the Compliance Officer. If this is an Initial Holdings Report, it must be submitted no later than 10 days after the date on which the undersigned became a Covered Person. If this is an Annual Holdings Report, it must be submitted no later than January 31 each year with respect to the Covered Persons holdings for the preceding year. The information set forth in an Initial Holdings Report and an Annual Holdings Report must be current as of a date no more than 45 days prior to the date on which the report is submitted.
Date |
Title & Amount of Security (including exchange ticker symbol or CUSIP number, number of shares and principal amount) |
Name of Broker, Dealer or Bank Maintaining Account At Which Any Securities are Maintained |
(I have attached additional pages
I certify that the names of any brokerage firms or banks where I have an account in which any securities are held are disclosed above.
Signed: |
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Print Name: |
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Date: |
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APPENDIX H
ATTACHMENT E
AlphaSimplex Group, LLC
QUARTERLY CERTIFICATION FOR EXTERNALLY-MANAGED PERSONAL ACCOUNTS
For the Calendar Quarter Ended:
During the quarter referred to above, the following account(s) in which I have a beneficial ownership was (were) managed by a financial adviser who had discretionary authority over such account(s):
Name of the Broker, Dealer or Bank Where Account Established |
Financial Adviser with
Discretionary Authority |
I certify that I had no direct or indirect influence or control with respect to the management of the account(s) covered by the arrangement with the adviser during this period.
I will notify the Compliance Officer in advance if anything changes in the arrangement with the adviser, including termination of the arrangement or changes in my influence or control with respect to the applicable account(s).
Supervised Person Print or Type Name
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Signature
|
Date | |
Compliance Review Print or Type Name
|
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Signature |
Date | |
Comments: |
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APPENDIX H
ATTACHMENT F
ALPHASIMPLEX GROUP, LLC
CODE OF ETHICS ACKNOWLEDGEMENT
I hereby acknowledge receipt of the AlphaSimplex Group, LLCs Code of Ethics (the Code) and certify that I have read and understand it and agree to abide by it. I hereby represent that all my personal securities transactions will be effected in compliance with the Code.
I confirm that the disclosure (where applicable) of Personal Accounts, Reportable Securities, Covered Securities (each as defined in the Code) and any outside business activities is complete and accurate.
I also confirm that I have instructed all financial institutions where I maintain a Personal Account to supply duplicate copies of my monthly and quarterly account statements as well as duplicate copies of trade confirmations to the Compliance Officer of AlphaSimplex Group, LLC (unless the provision of such copies is excepted by the Code).
I hereby certify that I have never been found civilly liable for nor criminally guilty of insider trading and that no legal proceedings alleging that I have violated the law on insider trading are now pending or, to my knowledge, threatened by any person or authority.
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Signature
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Name (Please Print) |
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APPENDIX H1
GIFTS AND BUSINESS ENTERTAINMENT POLICY
Adopted March 1, 2006
Revised as of July 30, 2010
I. | Policy . The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage. Covered Persons should not engage in any activity, practice, or act which conflicts with the best interests of the Adviser or its clients. Accepting gifts of more than a nominal value could influence a Covered Person in such a way as to impede his or her independence when making decisions on behalf of the Adviser or its clients. Similarly, offering gifts that are of greater than nominal value may put clients in an awkward position and create the sense that the Adviser is trying to buy their business. |
Covered Persons are encouraged to participate in social activities with those with whom the Adviser maintains business relationships so long as they are reasonable and customary types of social activities in a business context. However, extravagant entertainment received from or given to a client, prospective client, or other person or entity with which the Adviser conducts business is strictly prohibited.
In order to avoid potential conflicts involving gifts and entertainment, the Adviser requires all Covered Persons to adhere to the following specific policies and procedures.
II. | Procedures . Covered Persons may not accept or give, either directly or indirectly, gifts from or to clients, prospective clients, or other persons or entities with which the Adviser has or is likely to have a business relationship without (i) reporting to the Compliance Officer of any such gift with a value in excess of $100 and (ii) obtaining the prior approval of the Compliance Officer with respect to any such gift with a value in excess of $250. Since all gifts that are accepted by a Covered Person are considered gifts to the Adviser as opposed to gifts to such Covered Person, all gifts in excess of $100 must be reported to the Compliance Officer who will oversee the fair distribution of those gifts to the Advisers personnel. |
Covered Persons may not accept or give, either directly or indirectly, entertainment with a value in excess of $500 from or to clients, prospective clients, or other persons or entities with which the Adviser has or is likely to have a business relationship, without reporting such entertainment to the Compliance Officer.
A gift includes any type of gratuity, favor, service, discount or price concession, loan (except from a relative), fee, compensation, securities, real property, or anything of monetary value. If a Covered Person receives anything of value, directly or indirectly, that violates this policy, he or she must promptly notify the Compliance Officer. Accepting cash in any amount is strictly prohibited. If there is a question regarding the value of a gift, the Compliance Officer must make the final determination as to the value.
Entertainment includes, but is not limited to, activities such as: business lunches or dinners, sporting events, theater tickets, outings, and golf tournaments. Engaging in normal occasional business-related entertainment, such as meals or use of sporting or other public event tickets, is permissible with the understanding that it is expected each employee will exercise sound judgment in reliance on this exception so as to avoid any situation that may otherwise be subject to question. In situations where a client, potential client or vendor is entertained, an employee or the provider of the entertainment must be present. Entertainment ceases to be entertainment
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and becomes a gift when the provider of the entertainment does not accompany the recipient. Additionally, any gifts purchased during the entertainment are subject to the gift policy.
Beyond the requirement that an employee or the provider of the entertainment must be present, there is no bright-line distinction between entertainment that qualifies as business entertainment and entertainment that constitutes a gift. While no single factor is determinative, the following, when considered together, generally suggest what would qualify as legitimate business entertainment:
(1) | Most of the conversation during the entertainment should be devoted to business topics; |
(2) | The entertainment should occur during or close in time to a business meeting with the individuals being entertained; |
(3) | The entertainment should be infrequent; |
(4) | The entertainment should not involve significant travel; and |
(5) | The cost of entertainment must be reasonable. |
III. | Other Provisions regarding Gifts and Entertainment . The following additional provisions apply with respect to gifts and entertainment: |
(1) | Preclearance . The Adviser requires preclearance of (i) any business entertainment events or gifts to or from government officials and (ii) any gift valued in excess of $250 (received or given); |
(2) | Reporting . The Adviser requires quarterly reporting to the Compliance Officer of all gifts valued in excess of $100, and entertainment valued in excess of $500, received or given on the Advisers Gifts and Entertainment Reporting Form (Appendix H1, Attachment A ). Such reports are required even if no gift or entertainment was received or given and these reports are due within 30 days following the end of each calendar quarter; and |
(3) | Solicited Gifts . The Adviser prohibits Covered Persons from using their position with the Adviser to obtain anything of value from a client, prospective client, or any other person or entity with which the Adviser conducts business. |
Recordkeeping The Compliance Officer will maintain records of any gifts and/or business entertainment events so reported.
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APPENDIX H1
ATTACHMENT A
AlphaSimplex Group, LLC
GIFTS AND ENTERTAINMENT REPORTING FORM
For the Calendar Quarter Ended:
Pursuant to the Advisers Code, I am reporting the following gifts or entertainment received or given during the quarter referred to above (attach additional pages if necessary and indicate None if there is nothing to report):
Description:
Value:
To /From:
Description:
Value:
To /From:
1. | I understand that I am required to (i) report to the Compliance Officer any gift valued in excess of $100 or any entertainment valued in excess of $500 (in each case, whether given or received), and (ii) obtain the prior written approval of the Compliance Officer before giving or receiving a gift valued in excess of $250, or a gift or entertainment of any value to or from a government official. |
2. | These are all reportable gifts and entertainment given or received by me during the quarter. |
Supervised Person Print or Type Name
Signature |
Date |
Approval:
Compliance Review Print or Type Name
Signature |
Date |
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Exhibit (p)(6)
Vaughan Nelson Investment Management, L.P.
Vaughan Nelson Trust Company
Code of Ethics
(Amended as of November 1, 2010)
This is the Code of Ethics of Vaughan Nelson Investment Management, L.P. and Vaughan Nelson Trust Company (collectively, the Firm).
Things You Need to Know to Use This Code
1. 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. The Firm considers all employees to be Access Persons under this Code.
There are three Reporting Forms that Access Persons have to fill out under this Code. You can get copies of the Reporting Forms from the Chief Compliance Officer .
Board members who are not employees of the Firm, do not have to comply with the trading restrictions and blackout provisions in Section B of part II.
Further, certain members of the Firms board may be classified as Non-Access Directors. See the Definitions section of this Code. Non-Access Directors are subject to Parts I.A. and I.B. of this Code, but not to Parts I.C., I.D. or II of the Code.
PART IApplies to All Personnel
A. | General PrinciplesThese Apply to All Personnel (including All Board Members) |
The Firm is a fiduciary for its investment advisory and sub-advisory clients. Fiduciaries owe their clients a duty of honesty, good faith and fair dealing. As a fiduciary, an adviser must act at all times in the clients best interests and must avoid or disclose conflicts of interest. Because of this fiduciary relationship, it is generally improper for the Firm or its personnel to:
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use for their own benefit (or the benefit of anyone other than the client) information about the Firms trading or recommendations for client accounts; or |
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take advantage of investment opportunities that would otherwise be available for the Firms clients. |
As a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, from our positions, or from relationships with our clients or with the brokerage community.
Privacy and Confidentiality
All personnel are required to keep any nonpublic information about clients (including former clients), the Firm or vendors in strict confidence. Employees should treat the following with confidentiality and discretion:
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A clients identity (unless the client consents), the clients financial circumstances, the securities investments made by the Firm on behalf of a client, information about contemplated securities transactions, or information regarding the firms trading strategies (except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes). |
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Non-public information regarding the Firm including but not limited to trading intentions, business plans and strategies, technology, business processes, customer relationships, and financial results |
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Whenever dealing with confidential information personnel should: |
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Assume client or Firm information is confidential unless evidence exists to the contrary |
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Only use it for the purposes for which it was gathered |
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Not make disclosure to anyone outside of the Firm unless authorized to do so and only share information internally on a need-to-know basis |
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Not disclose information related to a former employer to anyone within the Firm |
Personnel should stay informed and comply with Firm policies dealing with data access, information security, encryption standards, and other initiatives designed to protect the integrity and confidentiality of information.
Please refer also to the Firms Privacy Policies under Regulation S-P.
Books and Records
All personnel are required to keep accurate and truthful books and records which is critical for our business operations, compliance with legal requirements and the preparation of the Firms financial statements. In this pursuit, personnel should:
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Recognize their role and personal responsibility for the integrity of records, reports and information that they prepare or control |
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Comply with internal accounting and recordkeeping policies. Falsification of any books, records or accounts is prohibited |
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Provide complete and accurate information in connection with any regulatory filings or inquiries |
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Follow all record retention and destruction policies of the Firm |
Computers and Communications
All personnel are to use the Firms computer and communications systems (Systems) solely for business purposes. Unauthorized access to, use of, interception or distribution of the Firms Systems is prohibited. Such conduct may also be a violation of law.
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However, the Firm realizes that some personal use of these Systems is inevitable. Any personal use should be kept to a minimum. Excessive or inappropriate use of such Systems for personal use (e.g. time spent or content) as determined by the Firm in its sole discretion may be grounds for sanctions or termination.
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Any personal use must be lawful and not violate any Firm policy. As an example, an email communication or, accessing an internet site, with inappropriate content or material would violate Firm policy and is prohibited. |
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Personal use of the Firms Systems must not impose any incremental cost to the Firm, interfere with normal business operations, or otherwise adversely affect the interests of the Firm or an employees work. |
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Employees use of the Firms Systems, for either business or personal use, should have no expectation of privacy. |
Insider Trading
All personnel are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information about issuers and are also prohibited from communicating material, nonpublic information about issuers to others (other than for legitimate legal or business purposes such as informing the Chief Compliance Officer that they, or the firm, is in possession of such information).
Please refer to the Firms Insider Trading Policy for more detail.
The Firm expects all personnel to comply with the spirit of the Code, as well as the applicable specific rules contained in the Code. You must promptly report any violations (not just of personal trading but of the overall requirements of this Code) to the Chief Compliance Officer.
The Firm treats 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 Firm might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, suspend or terminate your employment, or any combination of the foregoing.
Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading
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activity or securities accounts. Your conduct can violate this Code, even if no clients are harmed by your conduct.
If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer . Dont just guess at the answer. Ignorance or lack of understanding is no excuse for a violation.
B. | Compliance with the Federal Securities Laws |
More generally, Firm personnel (including members of the Firms boards) are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:
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the Securities Act of 1933 , the Securities Exchange Act of 1934 , the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder; |
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the Investment Advisers Act of 1940 and the SEC rules thereunder; |
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the Investment Company Act of 1940 and the SEC rules thereunder; |
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title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client non-public information); and |
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the Bank Secrecy Act , as it applies to mutual funds and investment advisers, and the SEC and Department of the Treasury rules thereunder. |
All firm personnel are reminded that under these laws, all oral and written statements, including those made to clients, prospective clients, or their representatives must be professional, accurate, balanced, and not misleading in any way.
C. | Gifts to or from Brokers, Clients or OthersThis Applies to All Access Persons |
No personnel may accept or receive on their own behalf or on behalf of the Firm 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
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such personnels responsibilities to the Firm or its clients or place the recipient or the Firm in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the Family/Household of firm personnel.
No personnel may give on their own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.
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 (currently $200).
These policies are not intended to prohibit normal business entertainment (e.g. dinner, sporting event tickets, etc. all of a reasonable value). Any questions as to whether a particular gift or entertainment activity constitutes normal business entertainment should be directed to the Chief Compliance Officer .
Please refer to the Firms Gift & Entertainment policy for a more detailed discussion and quarterly reporting requirements.
D. | Service on the Board or as an Officer of Another Company This Applies to All Personnel, Except Members of the Firms Board Who Are Not Employees of the Firm |
To avoid conflicts of interest, insider information and other compliance and business issues, the Firm prohibits all its employees from serving as officers or members of the board of any other for-profit entity, except with the advance written approval of the Firm. Approval must be obtained through the Chief Compliance Officer , and will ordinarily require consideration by the President or the board of the Firm. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm, nor does it apply to members of the Firms board who are not employees of the Firm.
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PART II Applies to Access Persons
A. | Reporting Requirements These Apply to All Access Person s |
NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and 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 what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security , Reportable Funds , Family/Household and Beneficial Ownership in the Definitions section at the end of this Code.
ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports . Absent extenuating circumstances, only those involved with the internal review of personal transactions (i.e., the Chief Compliance Officer , those assisting the Chief Compliance Officer and the President) will have access to submitted reports. The reports are also required to be made available for certain other purposes, such as SEC inspections.
1. Initial Holdings Reports. No later than 10 days after you become an Access Person , you must file with the Chief Compliance Officer a Holdings Report on Form A (copies of all reporting forms are available from the Chief Compliance Officer ).
Form A requires you to list all Covered Securities 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 maintain an account in which any securities (not just Covered Securities) are 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 information contained in the report must be current as of a date no more than 45 days prior to the date you became an Access Person .
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Form A 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 understand that you are an Access Person under the Code.
2. Quarterly Transaction Reports. No later than 30 days after the end of March, June, September and December each year, you must file with the Chief Compliance Officer a Quarterly Transactions Report on Form B.
Form B requires you to list all transactions during the most recent calendar quarter in Covered Securities, in which transactions you (or a member of your Family/Household ) had Beneficial Ownership . It also requires you to list all brokers, dealers, investment managers and banks where you or a member of your Family/Household established, or closed an account in which any securities (not just Covered Securities ) were 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 31st of each year, you must file with the Chief Compliance Officer an Annual Holdings Report on Form C.
Form C requires you to list all Covered Securities in which you (or a member of your Family/Household ) had Beneficial Ownership as of December 31 st of the prior year. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities ) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.
Form C 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 understand that you are an Access Person under the Code.
4. Duplicate Confirmations and Periodic Statements. If you or any member of your Family/Household has a securities account that holds or will hold Covered Securities with any broker, dealer,
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investment manager or bank, you or your Family/Household member must direct that broker, dealer, investment manager or bank to send, directly to the Firms Chief Compliance Officer , contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account.
B. | Transaction Restrictions These Apply to All Access Persons. |
1. Preclearance. You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership , unless you obtain, in advance of the transaction, written preclearance for that transaction from the Chief Compliance Officer or others as approved by the Chief Compliance Officer .
FORM D Personal Trade Sheet should be used for preclearance .
Once obtained, preclearance is valid only for the day on which it is granted and the following one (1) business day. The Chief Compliance Officer may revoke a preclearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke preclearance for any reason. In no event will preclearance be granted for any Covered Security if, to the knowledge of the Chief Compliance Officer , the Firm has purchased or sold that same security or a closely related security that day OR the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).
a.) | Limit Orders |
Limit Orders will be granted pre-clearance authorization to be placed on a Good-Til-Cancelled (GTC) basis as long as the security is NOT HELD within one of the firms strategies and will not potentially violate short-term trading restrictions.
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Any change you wish to make to an approved limit order (e.g. limit price) will require a new pre-clearance authorization prior to |
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execution. Unapproved changes to a limit order which are executed will be a violation of the Code and subject to fines and/or sanctions |
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Upon such time as the firm may begin to trade and hold a previously approved outstanding limit order security within one of the firms strategies you will be notified to cancel the limit order. Any desire to trade the security, after a notification to cancel a limit order is given to you, will require a new pre-clearance form and associated authorization. Execution of the original limit order for which notification to cancel has been given will be a violation of the Code and subject to fines and/or sanctions. |
b.) | Preclearance Exceptions |
The preclearance requirements do not apply to the following categories of transactions:
i. Shares of registered open-end investment companies (including Reportable Funds ).
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However, Reportable Funds are reportable under this code in connection with Initial (Form A), Quarterly (Form B) and Annual forms (Form C). |
ii. Transactions in securities of collective investment vehicles (other than a fund sub-advised by Vaughan Nelson ) for which the Firm serves as the investment adviser (for example, the purchase or redemption by you of an interest in a Firm-managed hedge fund would not be subject to pre-clearance).
iii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to pre-clearance, even though the portfolio manager of the hedge fund
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could be deemed to have a Beneficial Ownership of such Covered Security ).
iv. Exchange Traded Funds (ETFs); other than those ETFs in which the firm trades. Please see Appendix A (attached) for a list of Exchange Traded Funds for which pre-clearance IS required.
v. Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.
vi. Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household , as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the accounts investment process.
vii. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.
viii. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.
ix. Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.
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c.) The following are NOT Covered Securities, and so are also not subject to the preclearance requirements:
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direct obligations of the U.S. Government; |
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bankers acceptances, bank certificates of deposit; |
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commercial paper and other high quality short-term debt obligations (including repurchase agreements); |
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shares issued by money market funds and shares of registered open-end investment companies that are not Reportable Funds . |
2. | Initial Public Offerings and Private Placements. |
Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any Covered Security in an initial public offering. In addition, neither you nor any member of your Family/Household may acquire Beneficial Ownership in any Covered Security in a private placement, except with the specific, advance written approval of the Chief Compliance Officer , which the Chief Compliance Officer may deny for any reason.
3. | Prohibition on Short-Term Trading in Funds Sub-advised by Vaughan Nelson |
Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, shares of any fund sub-advised by Vaughan Nelson within any period of 30 calendar days for a profit . This prohibition applies to shares of funds advised / sub-advised by Vaughan Nelson held in retirement or 401(k) plan accounts, as well as in other accounts in which you or a member of your Family/Household has Beneficial Ownership . Note that an exchange of shares (i.e. into another retirement plan option) counts as a sale of shares for purposes of this prohibition.
a.) | This prohibition does not apply to the following categories of transactions: |
i. A fund sub-advised by an affiliate and on the Reportable Funds list.
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ii. Transactions under automatic investment or withdrawal plans, including automatic 401(k) plan investments, and transactions under a fund sub-advised by Vaughan Nelsons dividend reinvestment plan.
A.) For example, if you have established an automatic investment plan under which regular monthly investments are automatically made in a fund sub-advised by Vaughan Nelson, that investment will not be considered to begin or end a 30-day holding period.
iii. Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.
b.) | In applying the prohibition on short-term trading in funds sub-advised by Vaughan Nelson , the Firm may take account of all purchase and sale transactions in the Vaughan Nelson sub-advised fund, even if the transactions were made in different accounts. For example, a purchase of shares of a fund sub-advised by Vaughan Nelson in a brokerage account, followed within 30 days by an exchange out of the same fund sub-advised by Vaughan Nelson in your 401(k) account, will be treated as a violation. |
In applying the 30-day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. (That is, a last-in, first-out analysis will apply.) A violation will be deemed to have occurred even if the number of shares or the dollar value of the second trade was different from the number of shares or dollar value of the first trade.
4. | Prohibition on Short-Term Trading of Covered Securities Other Than Funds Sub-advised by Vaughan Nelson. |
Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, a Covered Security (or any closely
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related security, such as an option or a related convertible or exchangeable security) within any period of 60 calendar days for a profit . If any such transactions occur, the Firm will require any profits from the transactions to be disgorged for donation by the Firm to charity.
a.) | This prohibition on short-term trading does not apply to: |
i. Transactions in securities of collective investment vehicles for which the Firm serves as an investment adviser, other than funds sub-advised by Vaughan Nelson . Note that Section 3 above contains separate prohibitions on short-term trading in funds sub-advised by Vaughan Nelson .
ii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to this prohibition, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security ).
iii. Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.
iv. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.
v. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities and received by you (or Family/Household member) from the issuer.
vi. Transactions in common or preferred stocks of a class that is publicly-traded, has a 10 day average daily
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trading volume greater than 1 million shares (as indicated by Reuters or an equivalent source) and is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency)
vii. Transactions in Exchange Traded Funds which are considered Covered Securities.
viii. Transactions effected through an unaffiliated managed account where the Access Person (or member of his or her Family/Household , as the case may be) has not initiated the investment transaction, has not been consulted regarding specific investment recommendations or decisions, and is not otherwise participating in the investment process.
ix. Transactions in municipal bonds, corporate bonds, mortgage-backed securities, and agency bonds (eg. Fannie Maes). (Reminder: Governments bonds are not considered Covered Securities ).
5. | 7-Day Blackout PeriodThis Applies to All Access Persons. |
No Access Person (including any member of the Family/Household of such Access Person ) may purchase or sell any Covered Security within the three business days immediately before or after a business day on which any client account managed by the Firm 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 client account. If any such transactions occur, the Firm will generally require any profits from the transactions to be disgorged for donation by the Firm to charity.
Note that the total blackout period is 7 business days (the day of the client trade, plus three business days before and three business days after).
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a. ) Hardship Exception: to the extent an individual desires to sell a security currently owned by that individual and is only precluded from selling the security due to an ongoing blackout period, the individual may request a hardship exception from the Chief Compliance Officer . Based upon all facts and circumstances surrounding the hardship, the Chief Compliance Officer may, in his/her sole discretion, formulate an objective plan of liquidation to facilitate the individuals sale in a manner which will not benefit from or impact transactions undertaken on behalf of the firms clients.
b.) Backside Blackout Period: The Firm will review situations where a personal trade has been approved (including a review of the frontside blackout period) and transacted and then the same Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) subsequently transacted by the Firm for client accounts during the backside blackout period. To the extent the Firms transactions during the backside blackout period consisted of re-balancing or flow trades, no violation will have been deemed to occur.
c.) It sometimes happens that an Access Person who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determineswithin the three business days after the day he or she (or a member of his or her Family/Household ) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person s knowledge, then under consideration for purchase by any client accountthat it would be desirable for client accounts as to which the Access Person is responsible for making investment recommendations or decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients interests first, and promptly make the investment recommendation or decision in the clients interest, rather than delaying the recommendation or decision for clients until after the third day following the day of the transaction for the Access Person s (or Family/Household members) own account to avoid conflict with the blackout provisions of this Code. The Firm recognizes that this situation
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may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears that the Access Person acted in good faith and in the best interests of the Firms clients.
d.) | The blackout requirements do not apply to the following categories of transactions: |
i. Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.
ii. Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.
iii. Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household , as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the accounts investment process.
iv. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.
v. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.
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vi. Transactions in securities of collective investment vehicles for which the Firm serves as the investment adviser.
vii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which the Investment Person may be deemed to have Beneficial Ownership
viii. Transactions in common or preferred stocks of a class that is publicly-traded, has a 10 day average daily trading volume greater than 1 million shares (as indicated by Reuters or an equivalent source) AND is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency). Day of trade blackout is still applicable.
ix. Transactions in Exchange Traded Funds which are considered Covered Securities. Day of trade blackout is still applicable.
x. Reportable Funds .
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Definitions
These terms have special meanings in this Code of Ethics:
Access Person
Beneficial Ownership
Chief Compliance Officer
Covered Security
Family/Household
Non-Access Director
Reportable Fund
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 Codes of Ethics, where they have different meanings. For example, beneficial ownership has a different meaning in this Code of Ethics than it does in the SECs 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 Chief Compliance Officer. Dont just guess at the answer.
Access Person includes:
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Every member of the board of the Firm or of the Firms general partner, Vaughan Nelson Investment Management, Inc., other than Non-Access Directors |
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Every employee of the Firm |
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Every employee of the Firm (or of any company that directly or indirectly has a 25% or greater interest in the Firm) who, in connection with his or her regular |
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functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security for any client account, or whose functions relate to the making of any recommendations with respect to purchases and sales. |
Beneficial ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), even if you dont share in the profits.
Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:
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Securities held in a persons own name, or that are held for the persons benefit in nominee, custodial or street name accounts. |
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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 or the partnership or through a nominee, custodial or street name account). |
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Securities that are being managed for a persons benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a blind trust or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a persons Beneficial Ownership . This is because, unless the arrangement is a blind trust, the owner of the account can still communicate with the manager about the account and |
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potentially influence the managers investment decisions.) |
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Securities in a persons individual retirement account. |
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Securities in a persons account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account. |
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Securities owned by a trust of which the person is either a trustee or a beneficiary . |
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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). |
This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Chief 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.
Chief Compliance Officer means Richard Faig, or another person that he or she designates to perform the functions of Chief Compliance Officer when he or she is not available. For purposes of reviewing the Chief Compliance Officers own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by the individual designated to perform such functions by the Chief Compliance Officer .
Covered Security means anything that is considered a security under the Investment Company Act of 1940, or the Investment Advisers Act of 1940, except :
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Direct obligations of the U.S. Government. (Note: This includes only securities supported by the full faith and |
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credit of the U.S. Government, such as U.S. Treasury bonds, and does not include securities issued or guaranteed by federal agencies or government-sponsored enterprises that are not supported by the full faith and credit of the U.S. Government. ) |
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Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements. |
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Shares of money market funds |
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Exchange Traded Funds (ETFs), (other than those ETFs in which the firm trades). Please see Appendix A (attached) for a list of Exchange Traded Funds which ARE considered Covered Securities. |
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Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds) other than Reportable Funds . Please refer to the definition of and current listing of Reportable Funds. |
This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as securities, such as:
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options on securities, on indexes and on currencies. |
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investments in all kinds of limited partnerships. |
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investments in foreign unit trusts and foreign mutual funds. |
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investments in private investment funds, hedge funds (e.g., a fund managed by the Firm) and investment clubs. |
If you have any question or doubt about whether an investment is considered a security or a Covered Security under this Code, ask the Chief Compliance Officer .
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Members of your Family/Household include:
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Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support). |
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Your children under the age of 18. |
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Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support). |
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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. |
CommentThere 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 persons support. Second, members of your household could, in some circumstances, learn of information regarding the Firms trading or recommendations for client accounts, and must not be allowed to benefit from that information.
Non-Access Director means any person who is a director of Vaughan Nelson Trust Company or of the corporate general partner of Vaughan Nelson Investment Management, L.P. but who is not an officer or employee of the Firm or of such corporate general partner and who meets all of the following conditions:
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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; |
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He or she does not have access to nonpublic information regarding any Firm clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund ; and |
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He or she is not involved in making securities recommendations to Firm clients, and does not have access to such recommendations that are nonpublic. |
Reportable Fund means any investment companies ( other than money market funds) that are registered under the Investment Company Act for which the Firm serves as an investment adviser or whose investment adviser or principal underwriter controls the Firm, is controlled by the Firm, or is under common control with the Firm. A Reportable Fund includes registered investment companies that are sub-advised by the Firm or any of the firms affiliates. See most current listing of Reportable Funds maintained by the Chief Compliance Officer.
Comment Regarding Reportable Funds
Reportable Funds are mutual funds for which the Firm or one of its affiliated companies serves as an investment adviser, sub-adviser or principal underwriter. Reportable Funds are included within the definition of Covered Securities. For a firm like ours that is part of a large organization where there are a number of firms under common control that advise, sub-advise or distribute mutual funds, the universe of Reportable Funds is large.
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Acknowledgment
I have received the Code of Ethics (the Code) of Vaughan Nelson Investment Management, L.P. / Vaughan Nelson Trust Company (together the Firm) and have read and understand the Code, understand that it applies to me and members of my Family/Household and that I am an Access Person under the Code. In addition, I have been trained with respect to such sections.
I understand that I am responsible for, and I certify that I have, to date, complied with and will continue to comply with, the policies and procedures in the Code. I understand that any violation of such policies and procedures may lead to sanctions, including dismissal.
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Signature | Date |
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Printed Name |
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Personal Trading Revised 11/01/10
Appendix A - List of Exchange Traded Funds (ETFs) in which Vaughan Nelson trades
IWN, I-Shares Russell 2000 Value
IWM, I-Shares Russell 2000
IVV, I-Shares S&P 500 Index Fund
IWD, I-Shares Russell 1000 Value
IWV, I-Shares Russell 3000 Index
IWS, I-Shares Russell Midcap Value
IWW, I-Shares Russell 3000 Value
IWB, Russell 1000
IWR, Russell Midcap
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Exhibit (p)(8)
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
October 25, 2007
April 22, 2008
December 4, 2008
February 10, 2009
July 17, 2009
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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
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by an Access Persons 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 registered under the Investment Company Act that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate ( 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 advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firms intranet site under the Legal and Compliance page.
Explanatory Note: | While the definition of Reportable Funds encompasses funds that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds advised or sub-advised by Loomis Sayles (Loomis Advised Fund) are subject to certain trading restrictions of the Code (specifically, the Short-Term Trading Profit and Round Trip Transaction restrictions). Please |
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refer to Section 4.3 and 4.4 of the Code for further explanation of these trading restrictions. Additionally, Exhibit One distinguishes between those funds that are subject to reporting only under the Code (all Reportable Funds) and those that are subject to both reporting and the trading restrictions (Loomis Advised Funds). |
Shares of exchange traded funds (ETF) and closed-end funds are deemed to be Covered Securities for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period) ( Exempt ETFs ) are exempt from certain provisions of the Code. A current list of Exempt ETFs is attached on Exhibit Two and will be maintained on the firms 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 affiliate in order to ensure that you comply with all aspects of the Code regarding your investment in a Reportable Fund .
Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from preclearance.
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:
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ownership of a Covered Security by your spouse or minor children; |
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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; |
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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); |
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your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control; |
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your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities; |
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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 |
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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 Four to this Code for specific examples of the types of interests and accounts subject to the Code.
3.3 | 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:
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Investment Control (shared) over your personal brokerage account(s) |
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Investment Control (shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouses assets (subject to the approval of Personal Trading Compliance ) |
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Investment Control (shared) over an account(s) in the name of any family member, friend or acquaintance |
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Involvement in an Investment Club |
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Trustee power over an account(s) |
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The existence and/or exercise of a power of attorney over an account |
Please see Exhibit Four to this Code for specific examples of the types of interests and accounts subject to the Code.
3.4 | Maintaining Personal Accounts |
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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, Citi SmithBarney, E*TRADE, 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 Persons prior employer; and/or the retirement accounts of an Access Persons 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 . Exceptions to the preclearance requirement include, but are not limited to: Open-ended mutual funds including Reportable Funds , Exempt ETFs listed on Exhibit Two, and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in Exhibit(s) Three and Five .
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 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. | |
Explanatory Note: | Broad based open-ended ETFs with either a market capitalization exceeding $1billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period )are exempt from the preclearance and trading restrictions set forth in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.10 and 4.11 of the Code. A list of the Exempt ETFs is provided in Exhibit Two of the Code. All closed end-funds, closed-end ETFs, sector based/narrowly defined ETFs and broad based open-ended ETFs with a market capitalization below U.S. $1 billion AND an average daily trading volume below 1 million shares (over a 90 day period) are subject to the preclearance and trading restrictions detailed under Section 4. |
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All ETFs, including those that are exempt from preclearance, and closed-end funds are subject to the reporting requirements detailed in Section 6 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 preclearance for an additional trading day. If the Access Persons 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 Persons 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 Persons 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 Loomis Advised 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 Loomis Advised 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.
Explanatory Note: | Please refer to Exhibit One for a current list of Loomis Advised Funds. Please also note that any closed-end fund, whether or not that fund is defined as a Loomis Advised Fund, is subject |
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to the trading restrictions of Section 4.3. |
4.4 | Restrictions on Round Trip Transactions in Loomis Advised Funds |
In addition to the 60 day holding period requirement for purchases and sales of Loomis Advised Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Loomis Advised 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 Loomis Advised Fund or sell a Loomis Advised Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Loomis Advised 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 Loomis Advised Fund previously sold within the same 90 day period.
The Round Trip restriction will only apply to Volitional transactions in Loomis Advised Funds . Therefore, shares of Loomis Advised Funds acquired through a dividend reinvestment or dollar cost averaging program, and automatic monthly contributions to the firms 401K plan will not be considered when applying the Round Trip restriction.
Finally, all Volitional purchase and sale transactions of Loomis Advised Funds, in any share class and in any employee account (i.e., direct account with the Loomis Advised Fund , Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip restriction.
Explanatory Note: | Only Loomis Advised Funds are subject to Section 4.4. Please refer to Exhibit One for a current list of Loomis Advised Funds. |
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 .
4.6 | 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 clients Covered Securities transactions.
Generally preclearance will be denied if:
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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. |
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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. |
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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.
4.8 | 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 Persons 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 Persons 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 Persons 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 persons 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. |
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4.9 | 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 approval when submitted for preclearance provided that:
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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 |
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the aggregate amount of the Access Persons 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.
4.10 | 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 .
4.11 | 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 Public Offerings |
Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouses employment compensation. No Access Person may, directly or indirectly, purchase any
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securities sold in an Initial 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 .
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 Five , 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.
5. | PROHIBITED OR RESTRICTED ACTIVITIES |
5.1 | Public 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 or 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 Persons supervisor or other appropriate member of
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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 Persons duties to clients.
5.2 | Participation 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 |
6.1 | 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.
6.2 | 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 Persons confirmations and account statements for all accounts holding Covered Securities in which
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the Access Person has either Beneficial Ownership or Investment Control.
6.3 | Quarterly 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 Four.
Every quarterly report must be submitted not later than thirty (30) calendar days after the close of each calendar quarter.
6.4 | Annual 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 Persons 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 .
6.5 | 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
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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.
7. | 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 firms 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:
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a letter of caution or warning (i.e. Procedures Notice); |
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payment of a fine, |
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requiring the employee to reverse a trade and realize losses or disgorge any profits; |
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restitution to an affected client; |
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suspension of personal trading privileges; |
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actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and |
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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 violators history of prior compliance.
Explanatory Note: | Any violation of the Code, following a first offense whether or not for the same type of violation, will be treated as a subsequent offense. |
Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.
8. | RECORDKEEPING REQUIREMENTS |
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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:
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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; |
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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; |
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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; |
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copies of Access Persons and Supervised Persons written acknowledgment of receipt of the Code; |
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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); |
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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 |
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a written record of any decision, and the reasons supporting any decision, to approve the purchase by an Access Person of any Covered Security in an Initial 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. |
9. | MISCELLANEOUS |
9.1 | 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
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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.
9.2 | 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.
9.3 | Notice to Access Persons, Investment Personnel and Research Analysts as to Status |
Personal Trading Compliance will initially determine an employees 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 Persons responsibilities change during the Access Persons tenure at Loomis Sayles.
9.4 | 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.
9.5 | 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.
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GLOSSARY OF TERMS
The boldface terms used throughout this policy have the following meanings:
1. | 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: |
a. | 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; |
b. | 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 Reportable Fund ; and |
c. | He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic. |
Loomis Sayles treats all employees as Access Persons.
2. | 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 persons 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). |
3. | Beneficial Ownership is defined in Section 3.2 of the Code. |
4. |
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 |
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Officer , and to act for the Chief Compliance Officer in the absence of the Chief Compliance Officer . |
5. | Exempt ETF is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two. |
6. | 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. |
7. | 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. |
8. | 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. |
9. | 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 . |
10. | 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. |
11. | 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 . |
12. | 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. |
13. |
Recommendation means any initial rating or change therein, in the case of an equity |
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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 . |
14. | Reportable Fund is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One . |
15. | Loomis Advised Fund is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in Exhibit One . |
16. | 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 . |
17. | Covered Security is defined in Section 3.1 of the Code. |
18. | Select Broker is defined in Section 3.4 of the Code. |
19. | 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. |
20. | 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 funds Transfer Agent. Volitional transactions are subject to the preclearance and reporting requirements under the Code. |
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Reportable Funds List 1
Exhibit One (Updated 7/27/2010)
Note : Loomis Advised Funds subject to Section 4.3 and 4.4 of the Code are designated (LAF) below
(LAF) - 3 to 1 Strategic Income Fund Absolute Asia Dynamic Equity Fund Active Passive Emerging Markets Equity Fund AEW Real Estate Fund ASG Diversifying Strategies Fund ASG Global Alternatives Fund CGM Advisor Targeted Equity First American Funds, Inc. International Fund First American Funds, Inc- International Select Fund (LAF) - Guidestone Funds Extended Duration Bond Fund (LAF) - Guidestone Funds Global Bond Fund Hansberger International Fund Hansberger International Series- Emerging Markets Fund Hansberger International Series- International Core Fund
Hansberger International Series- International Growth
Hansberger International Series- International Value Fund ING International Capital Appreciation Fund (LAF) - JNF Loomis Sayles Bond Portfolio Laudus International Marketmasters Fund (LAF) - Loomis Sayles Bond Fund (LAF) - Loomis Sayles Core Plus Bond Fund (LAF) - Loomis Sayles Fixed Income Fund (LAF) - Loomis Sayles Global Bond Fund (LAF) - Loomis Sayles Global Markets Fund (LAF) - Loomis Sayles Growth Fund (LAF) - Loomis Sayles High Income Fund (LAF) - Loomis Sayles High Income Opportunities Fund (LAF) - Loomis Sayles Inflation Protected Securities Fund (LAF) - Loomis Sayles Institutional High Income Fund
(LAF) - Loomis Sayles Intermediate Duration Fixed
(LAF) - Loomis Sayles International Bond Fund (LAF) - Loomis Sayles Investment Grade Bond Fund
(LAF) - Loomis Sayles Investment Grade Fixed Income
(LAF) - Loomis Sayles Mid Cap Growth Fund (LAF) - Loomis Sayles Disciplined Equity Fund (LAF) - Loomis Sayles Securitized Asset Fund (LAF) - Loomis Sayles Small Cap Growth Fund (LAF) - Loomis Sayles Small Cap Value Fund (LAF) - Loomis Sayles Value Fund (LAF) - Mass Mutual Select Diversified Value Fund Mass Mutual Select Focused Value Fund Mass Mutual Select Overseas Fund Masters Select Equity Fund Masters Select International Fund Masters Select Value Fund (LAF) - Maxim Loomis Sayles Corporate Bond Portfolio (LAF) - Maxim Loomis Sayles Small Cap Value Portfolio |
Metropolitan Series Fund - Harris Oakmark International Portfolio (LAF) - Metropolitan Series Fund - Loomis Sayles Small Cap Portfolio (LAF) - Metropolitan Series Fund - Loomis Sayles Small Cap Growth (LAF) Met Series Funds LS Global Markets (LAF) MML Equity Fund MTB International Equity Fund Natixis Gateway Fund Natixis Harris Associates Large Cap Value Fund (LAF) - Natixis Income Diversified Portfolio
(LAF) - Natixis Loomis Sayles Limited Term Government and Agency
(LAF) - Natixis Loomis Sayles Strategic Income Fund (LAF) - Natixis U.S. Diversified Portfolio (LAF) - Northern Funds / Multi Manager High Yield Opportunity Fund Pioneer Real Estate Shares Pioneer Real Estate Shares VCT Portfolio (LAF) - PMC Diversified Equity Fund Principal Small Cap Value II Fund Russell Investment Co.-Russell Insurance Fund-Real Estate Secs. Russell Real Estate Secs. Fund Russell Investment Management Company Ltd. Global Equity Fund Saratoga Advantage Trust/Mid Capitalization Portfolio (LAF) - Saratoga Energy and Basic Materials Fund (LAF) - Saratoga Financial Services Portfolio (LAF) - Saratoga Large Capitalization Growth Portfolio (LAF) - Transamerica Loomis Sayles Bond Fund (LAF) - The Managers Fund Bond Fund (LAF) - The Managers Fund Fixed Income Fund (LAF) - The Managers Fund Global Bond Fund The Oakmark Equity and Income Fund The Oakmark Fund The Oakmark Global Fund The Oakmark Global Select Fund The Oakmark International Fund The Oakmark International Small Cap Fund The Oakmark Select Fund Target Conservative Allocation Fund Target Growth Allocation Fund Target Moderate Allocation Fund Target Small Capitalization Value Portfolio (LAF) - USAA Growth & Income Fund (LAF) - USAA Growth Fund Vanguard International Value Fund Vaughan Nelson Small Cap Value Fund Vaughan Nelson Value Opportunity Fund |
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Please note that this list is subject to change. Therefore, it is your responsibility, as an Access Person under the Code, to determine whether or not an investment company or mutual fund is advised, sub-advised, or distributed by Loomis Sayles, Natixis or a Natixis affiliate prior to investing in such fund, and to ensure that you comply with all aspects of the Code regarding your investment in a Reportable Fund. |
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Exempt ETF List 1
Exhibit Two (Updated 7/27/2010)
Symbol | Security Name | Symbol | Security Name | |||
AGG | iShares Lehman Aggregate Bond Fund | IWD | iShares Russell 1000 Value Index Fund | |||
ACWI | iShares MSCI ACWI Index Fund | IWF | iShares Russell 1000 Growth Index Fund | |||
BIL | SPDR Barclays Capital | IWM | iShares Russell 2000 Index Fund | |||
BND | Vanguard Total Bond Market ETF | IWN | iShares Russell 2000 Value Index Fund | |||
BSV | Vanguard Short-Term Bond ETF | IWO | iShares Russell 2000 Growth Index Fund | |||
BWX | SPDR Lehman International Treasury Bond ETF | IWP | iShares Russell Midcap Growth Index Fund | |||
CSJ | iShares Barclays Lehman 1-3 Year | IWR | iShares Russell Midcap Index Fund | |||
DBC | PowerShares DB Commodity Index Tracking Fund | IWS | iShares Russell Midcap Value Index Fund | |||
DDM | Proshares Ultra DW30 | IWV | iShares Russell 3000 Index Fund | |||
DIA | DIAMONDS Trust Series I | JNK | SPDR Barclays Capital High | |||
DVY | iShares Dow Jones Select Dividend Index Fund | LQD | iShares iBoxx Investment Grade Corporate Bond Fund | |||
DXD | Proshares US Dow 30 | MBB | iShares Barclays MBS Bond Fund | |||
EEM | iShares MSCI Emerging Markets Index Fund | MDY | Midcap SPDR Trust Series 1 | |||
EEV | Ultrashort MSCI Emerging Market Fund | MUB | iShares S&P Nat AMT Free Bond Fund | |||
EFA | iShares MSCI EAFE Index Fund | OEF | iShares S&P 100 Index Fund | |||
EMB | iShares JP Morgan Emerging Markets Bond Fund | PFF | iShares S&P Pref Stk Index Fund | |||
EPI | Wisdomtree India Earnings Fund | QID | UltraShort QQQ Proshares | |||
EPP | iShares MSCI Pacific ex-Japan Index Fund | QLD | Ultra QQQ ProShares | |||
EWA | iShares MSCI Australia Index Fund | QQQQ | Powershares QQQ | |||
EWC | iShares MSCI Canada Index Fund | RSP | Rydex S&P Equal Weight ETF | |||
EWG | iShares MSCI Germany Index ETF | RSX | Market Vector Russ | |||
EWH | iShares MSCI Hong Kong Index Fund | SCZ | iShares MSCI EAFE Small Cap Index Fund | |||
EWJ | iShares MSCI Japan Index Fund | SH | Proshares TR S&P 500 | |||
EWS | iShares MSCI Singapore Index Fund | SDS | UltraShort S&P500 ProShares | |||
EWT | iShares MSCI Taiwan Index Fund | SHV | iShares Lehman Short Treasury Bond Fund | |||
EWU | iShares MSCI United Kingdom Index Fund | SHY | iShares Lehman 1-3 Year Treasury Bond Fund | |||
EWW | iShares MSCI Mexico Index Fund | SPY | SPDR Trust Series 1 | |||
EWY | iShares MSCI South Korea Index Fund | SSO | Ultra S&P500 ProShares | |||
EWZ | iShares MSCI Brazil Index Fund | TBT | Proshares Ultrashort Lehman | |||
FXI | iShares FTSE/Xinhua China 25 Index Fund | TIP | iShares Lehman Treasury Inflation Protected Sec Fund | |||
FXP | Proshares US FTSE XC25 | TLT | iShares Lehman 20+ Year Treasury Bond Fund | |||
HYG | iShares IBOXX H/Y Corp Bond | TWM | UltraShort Russell 2000 Proshares | |||
IEF | iShares Lehman 7-10 Year Treasury Bond Fund | UWM | Ultra Russel 2000 | |||
IEI | iShares Barclays 3-7 Year Treasury Bond Fund | VB | Vanguard Index Funds | |||
IEV | iShares S&P Europe 350 Index Fund | VBR | Vanguard Small-Cap Value Fund | |||
IJH | iShares S&P MidCap 400 Index Fund | VEA | Vanguard Europe Pacific ETF | |||
IJJ | iShares S&P MidCap 400/BARRA Value Index | VEU | Vanguard FTSE All-World ex-US ETF | |||
IJK | iShares S&P MidCap 400 Growth Index Fund | VGK | Vanguard European ETF | |||
IJR | iShares S&P SmallCap 600 Index Fund | VIG | Vanguard Dividend Appreciation ETF | |||
IJS | iShares S&P SmallCap 600 Value Index Fund | VO | Vanguard Mid-Cap ETF | |||
IJT | iShares S&P SmallCap 600/BARRA Growth Index | VPL | Vanguard Pacific ETF | |||
ILF | iShares S&P Latin America 40 Index Fund | VTI | Vanguard Total Stock Market ETF | |||
IVE | iShares S&P 500 Value Index Fund | VTV | Vanguard Value ETF | |||
IVV | iShares S&P 500 Index Fund/US | VUG | Vanguard Growth ETF | |||
IVW | iShares S&P 500 Growth Index Fund | VV | Vanguard Large-Cap ETF | |||
IWB | iShares Russell 1000 Index Fund | VWO | Vanguard Emerging Markets ETF |
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Exempt ETFs are broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period). Please note that this list is subject to change. Therefore, it is your responsibility, as an Access Person under the Code, to determine whether or not an exchange-traded fund is exempt and to ensure that you comply with all aspects of the Code regarding your investments in ETFs. Also note that the securities listed above while exempt from preclearance are still considered reportable under the Code. |
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