It is proposed that this filing will become effective (check appropriate box):
STATEMENT OF ADDITIONAL INFORMATION
April 1, 2014
GATEWAY TRUST
GATEWAY INTERNATIONAL FUND
Class A (GAIAX),
Class C (GAICX) and Class Y (GAIYX)
NATIXIS FUNDS TRUST II
LOOMIS SAYLES CAPITAL INCOME FUND (Capital Income Fund)
Class A (LSCAX), Class C (LSCCX) and Class Y (LSCYX)
LOOMIS SAYLES EMERGING MARKETS OPPORTUNITIES FUND (the Emerging Markets Opportunities Fund)
Class A(LEOAX), Class C (LEOCX), Class N (LEONX) and Class Y (LEOYX)
LOOMIS SAYLES SENIOR FLOATING RATE AND FIXED INCOME FUND (Senior Floating Rate and Fixed Income Fund)
Class A (LSFAX), Class C (LSFCX) and Class Y (LSFYX)
VAUGHAN NELSON SELECT FUND (Select Fund)
Class A (VNSAX), Class C (VNSCX) and Class Y (VNSYX)
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 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 each Funds Summary or
Statutory Prospectus, each dated April 1, 2014 (each a Prospectus and together the 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 NGAM Distribution, 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 ngam.natixis.com.
The Funds financial statements and accompanying notes that appear in the Funds annual and semiannual 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 ngam.natixis.com.
XAL33-0414
Table of Contents
2
INVESTMENT RESTRICTIONS
The following is a description of restrictions on the investments to be made by the Funds. These 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
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 Capital Income Fund and the
Gateway International Fund have elected to be classified as diversified series of an open-end investment company, while the Emerging Markets Opportunities Fund, the Select Fund and the Senior Floating Rate and Fixed Income Fund have elected to be
classified as non-diversified series of an open-end investment company.
Capital Income Fund
Capital Income Fund may not:
*(1)
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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 believes is the most applicable to such finance companies, and
each foreign countrys government (together with all sub-divisions thereof) will be considered 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.
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*(2)
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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.
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*(3)
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Borrow money, except to the extent permitted under the 1940 Act.
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*(4)
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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)
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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)
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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.
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*(7)
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Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act.
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Capital Income Fund
may
:
*(8)
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Purchase and sell commodities to the maximum extent permitted by applicable law.
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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).
3
Gateway International Fund
Gateway International Fund may not:
*(1)
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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 believes is the most applicable to such finance companies, and
each foreign countrys government (together with all sub-divisions thereof) will be considered 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.
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*(2)
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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.
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*(3)
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Borrow money, except to the extent permitted under the 1940 Act.
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*(4)
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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.
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*(5)
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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)
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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)
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Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act.
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Gateway International Fund
may
:
*(8)
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Purchase and sell commodities to the maximum extent permitted by applicable law.
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Restrictions
(2) and (7) shall be interpreted based upon no-action letters and other pronouncements of the staff of the SEC.
Emerging Markets
Opportunities Fund
Emerging Markets Opportunities Fund may not:
*(1)
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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, 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
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4
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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). Securities issued by U.S. and non-U.S. national, state and local governments are not considered to be in any industry.
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*(2)
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Borrow money, except to the extent permitted under the 1940 Act.
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*(3)
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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.
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*(4)
|
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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*(5)
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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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*(6)
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Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act.
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(7)
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Invest less than 80% of its net assets (plus any borrowings made for investment purposes) in investments that are economically tied to emerging market countries. Prior to any change to such policy adopted by the Board,
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.
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Emerging Markets Opportunities Fund
may
:
*(8)
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Purchase and sell commodities to the maximum extent permitted by applicable law.
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Restriction (6) shall
be interpreted based upon no-action letters and other pronouncements of the staff of the Securities and Exchange Commission (SEC).
In
investment restriction (7) above, 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.
Select Fund
Select 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.
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*(2)
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Borrow money except to the extent permitted under the 1940 Act.
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*(3)
|
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.
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5
*(4)
|
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.
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*(5)
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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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*(6)
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Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act.
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Select Fund
may
:
*(7)
|
Purchase and sell commodities to the maximum extent permitted by applicable law.
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Restriction
(6) shall be interpreted based upon no-action letters and other pronouncements of the staff of the SEC.
Senior Floating Rate and Fixed Income
Fund
Senior Floating Rate and Fixed Income 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).
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*(2)
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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.
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*(3)
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Borrow money, except to the extent permitted under the 1940 Act.
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*(4)
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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.
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*(6)
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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.
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*(7)
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Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act.
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6
Senior Floating Rate and Fixed Income 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.
General Notes on Investment
Restrictions
In addition to temporary borrowing, and subject to any stricter restrictions on borrowing applicable to any particular fund, 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%. 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. 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.
A Fund may not purchase any illiquid security 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 securities which might otherwise be considered illiquid, including
securities issued pursuant to Rule 144A under the Securities Act of 1933 (the Securities Act) and certain commercial paper, which a Funds Adviser or Subadviser has determined to be liquid under procedures approved by the Board of
Trustees (the Board).
For purposes of the foregoing restrictions, the Funds do not consider a swap or other derivative contract on one or
more commodities, securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the SEC, do the Funds consider such swap contracts to involve the issuance of a senior security,
provided a Fund designates on its records or segregates with its custodian or otherwise designates liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
FUND CHARGES AND EXPENSES
Advisory Fees
Pursuant to an investment advisory
agreement, Gateway Investment Advisers, LLC (Gateway) has agreed to manage the investment and reinvestment of the assets of the Gateway International Fund, subject to the supervision of the Board of Trustees of Gateway Trust. For the
services described in the advisory agreement, the Gateway International Fund has agreed to pay Gateway an advisory fee at the annual rate of 0.75% of the average daily net assets.
Pursuant to separate investment advisory agreements, Loomis, Sayles & Company, L.P. (Loomis Sayles) has agreed to manage the investment
and reinvestment of the assets of the Capital Income Fund and the Emerging Markets Opportunities Fund, subject to the supervision of the Board of Trustees of Natixis Funds Trust II. For the services described in the advisory agreement, the Capital
Income Fund and the Emerging Markets Opportunities Fund have agreed to pay Loomis Sayles an advisory fee at the annual rate of 0.60% and 0.75%, respectively, of the average daily net assets.
Pursuant to an investment advisory agreement, Loomis Sayles has agreed to manage the investment and reinvestment of the assets of the Senior Floating Rate and
Fixed Income Fund, subject to the supervision of the Board of Trustees of Natixis Funds Trust II. For the services described in the advisory agreement, the Senior
7
Floating Rate and Fixed Income Fund has agreed to pay Loomis Sayles an advisory fee at the annual rate of 0.60% of the average daily managed assets. Average daily managed assets means
the average daily value of the total assets of the Senior Floating Rate and Fixed Income Fund, less all accrued liabilities of the Senior Floating Rate and Fixed Income Fund (other than the aggregate amount of any outstanding borrowings constituting
financial leverage).
Because the management fees paid to Loomis Sayles by the Senior Floating Rate and Fixed Income Fund are calculated on the basis of
the Funds average daily managed assets, which include the proceeds of leverage, the dollar amount of the fees paid by the Fund to Loomis Sayles will be higher (and Loomis Sayles will be benefited to that extent) when leverage is utilized.
Average daily managed assets means the average daily value of the total assets of the Senior Floating Rate and Fixed Income Fund, less all accrued liabilities of the Senior Floating Rate and Fixed Income Fund (other than the aggregate
amount of any outstanding borrowings constituting financial leverage). Loomis Sayles will utilize leverage only if it believes such action would result in a net benefit to the Funds shareholders after taking into account the higher fees and
expenses associated with leverage (including higher management fees).
Pursuant to an investment advisory agreement, NGAM Advisors, L.P., (NGAM
Advisors) has agreed to manage the investment and reinvestment of the assets of the Select Fund, subject to the supervision of the Board of Trustees of Natixis Funds Trust II. For the services described in the advisory agreement, the Select
Fund has agreed to pay NGAM Advisors an advisory fee at the annual rate of 0.85% of the average daily net assets reduced by the amount of any subadvisory fees payable directly by the Select Fund to Vaughan Nelson Investment Management, L.P.
(Vaughan Nelson) (a Subadviser) pursuant to the subadvisory agreement.
Gateway, Loomis Sayles and NGAM Advisors (each an
Adviser) have each given a binding contractual undertaking to all classes of the applicable Fund to waive its advisory fee and, if necessary, to reimburse 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, organizational and
extraordinary expenses, such as litigation and indemnification expenses, to the annual rates indicated below. The undertakings are in effect until March 31, 2015 for the Funds and may be terminated before then only with the consent of the Board
of Trustees of the Trusts (the Board). The undertakings will be reevaluated on an annual basis thereafter, subject to the obligation of the Funds to repay such advisory fees waived 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.
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Fund
|
|
Expense Limit
|
|
|
Date of Undertaking
|
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Capital Income Fund
|
|
|
|
|
|
|
|
|
Class A
|
|
|
1.20
|
%
|
|
|
April 1, 2014
|
|
Class C
|
|
|
1.95
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%
|
|
|
April 1, 2014
|
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Class Y
|
|
|
0.95
|
%
|
|
|
April 1, 2014
|
|
Emerging Markets Opportunities Fund
|
|
|
|
|
|
|
|
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Class A
|
|
|
1.25
|
%
|
|
|
February 10, 2014
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Class C
|
|
|
2.00
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%
|
|
|
February 10, 2014
|
|
Class N
|
|
|
0.95
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%
|
|
|
February 10, 2014
|
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Class Y
|
|
|
1.00
|
%
|
|
|
February 10, 2014
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Gateway International Fund
|
|
|
|
|
|
|
|
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Class A
|
|
|
1.35
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%
|
|
|
April 1, 2014
|
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Class C
|
|
|
2.10
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%
|
|
|
April 1, 2014
|
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Class Y
|
|
|
1.10
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%
|
|
|
April 1, 2014
|
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Select Fund
|
|
|
|
|
|
|
|
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Class A
|
|
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1.40
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%
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|
April 1, 2014
|
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Class C
|
|
|
2.15
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%
|
|
|
April 1, 2014
|
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Class Y
|
|
|
1.15
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%
|
|
|
April 1, 2014
|
|
Senior Floating Rate and Fixed Income Fund
|
|
|
|
|
|
|
|
|
Class A
|
|
|
1.10
|
%
|
|
|
April 1, 2014
|
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Class C
|
|
|
1.85
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%
|
|
|
April 1, 2014
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Class Y
|
|
|
0.85
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%
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|
April 1, 2014
|
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8
Subadvisory Fees
The investment advisory agreement between NGAM Advisors and the Select Fund provides that NGAM Advisors may delegate its responsibilities thereunder to other
parties. Pursuant to the subadvisory agreements, NGAM Advisors has delegated its portfolio management responsibilities to Vaughan Nelson, which manages the investment and reinvestment of the assets of the Select Fund. For the services described in
the subadvisory agreement, the Select Fund has agreed to pay Vaughan Nelson a subadvisory fee at the annual rate of 0.53%, of the average daily net assets of the Select Fund.
Payment of Advisory and Subadvisory Fees
The
following table shows the total advisory fees (including subadvisory fees) paid by the Funds for the last three fiscal years, as applicable:
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CAPITAL INCOME FUND
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|
|
|
Period
3/30/12
1
11/30/12
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|
Fiscal Year
Ended 11/30/13
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|
Total Advisory Fee
|
|
$
|
70,161
|
|
|
$
|
134,355
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Fees Waived
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|
$
|
67,819
|
|
|
$
|
84,387
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|
Total Paid
|
|
$
|
2,342
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|
|
$
|
49,968
|
|
|
|
|
|
|
|
|
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GATEWAY INTERNATIONAL FUND
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|
|
|
Period
3/30/12
1
11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Total Advisory Fee
|
|
$
|
121,064
|
|
|
$
|
226,027
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Fees Waived
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|
$
|
121,064
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|
|
$
|
226,027
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|
Total Paid
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
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SELECT FUND
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|
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Period
6/29/12
1
11/30/12
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Fiscal Year
Ended 11/30/13
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|
Total Advisory Fee
|
|
$
|
27,462
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|
|
$
|
144,313
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NGAM Advisors
|
|
|
|
|
|
|
|
|
Fees
|
|
$
|
10,339
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|
|
$
|
54,330
|
|
Fees Waived
|
|
$
|
10,339
|
|
|
$
|
39,902
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|
Total Paid
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|
$
|
0
|
|
|
$
|
14,428
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|
Vaughan Nelson
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|
|
|
|
|
|
|
|
Fees
|
|
$
|
17,123
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|
|
$
|
89,983
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|
Fees Waived
|
|
$
|
17,123
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|
|
$
|
66,088
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|
Total Paid
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|
$
|
0
|
|
|
$
|
23,895
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|
|
|
|
|
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|
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SENIOR FLOATING RATE AND FIXED INCOME FUND
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|
|
|
Period
9/16/11
1
11/30/11
|
|
|
Fiscal Year
Ended 11/30/12
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|
|
Fiscal Year
Ended 11/30/13
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|
Total Advisory Fee
|
|
$
|
49,471
|
|
|
$
|
385,751
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|
|
$
|
4,353,570
|
|
Fees Waived
|
|
$
|
49,471
|
|
|
$
|
301,670
|
|
|
$
|
0
|
|
Total Paid
|
|
$
|
0
|
|
|
$
|
84,081
|
|
|
$
|
4,353,570
|
|
1
|
Commencement of operations.
|
As of November 30,
2013, the Emerging Markets Opportunities Fund had not yet publicly offered its shares and therefore had not incurred any advisory fees.
9
The table below shows the expenses of the Funds that were reimbursed for the last three fiscal years, as
applicable:
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL INCOME FUND
|
|
|
|
Period
3/30/12
1
11/30/12
|
|
|
|
|
|
Fiscal Year
Ended 11/30/13
|
|
|
|
$
|
0
|
|
|
|
|
|
|
$
|
0
|
|
|
|
|
|
|
GATEWAY INTERNATIONAL FUND
|
|
|
|
Period
3/30/12
1
11/30/12
|
|
|
|
|
|
Fiscal Year
Ended 11/30/13
|
|
|
|
$
|
75,177
|
|
|
|
|
|
|
$
|
21,198
|
|
|
|
|
|
|
SELECT FUND
|
|
|
|
Period
6/29/12
1
11/30/12
|
|
|
|
|
|
Fiscal Year
Ended 11/30/13
|
|
|
|
$
|
44,340
|
|
|
|
|
|
|
$
|
0
|
|
|
|
|
|
|
SENIOR FLOATING RATE AND FIXED INCOME FUND
|
|
|
|
Period
9/16/11
1
11/30/11
|
|
|
Fiscal Year
Ended 11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
|
|
$
|
165,317
|
|
|
$
|
0
|
|
|
$
|
0
|
|
1
|
Commencement of operations.
|
As of November 30,
2013, the Emerging Markets Opportunities Fund had not yet publicly offered its shares and therefore had not reimbursed any expenses.
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, as applicable.
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.
|
|
|
|
|
|
|
|
|
|
|
Period
3/30/12
1
11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Capital Income Fund
|
|
|
|
|
|
|
|
|
Brokerage Transactions
|
|
|
|
|
|
|
|
|
Allocated to Brokers Providing Research Services
|
|
$
|
3,654,102
|
|
|
$
|
12,702,652
|
|
Brokerage Commissions
|
|
|
|
|
|
|
|
|
Total Brokerage Commissions Paid
|
|
$
|
9,293
|
|
|
$
|
13,923
|
|
Commissions Paid to Brokers Providing Research Services
|
|
$
|
1,348
|
|
|
$
|
7,010.17
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
3/30/12
1
11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Gateway International Fund
|
|
|
|
|
|
|
|
|
Brokerage Transactions
|
|
|
|
|
|
|
|
|
Allocated to Brokers Providing Research Services
|
|
$
|
0
|
|
|
$
|
0
|
|
Brokerage Commissions
|
|
|
|
|
|
|
|
|
Total Brokerage Commissions Paid
|
|
$
|
26,018
|
|
|
$
|
30,474
|
|
Commissions Paid to Brokers Providing Research Services
|
|
$
|
0
|
|
|
$
|
0
|
|
10
|
|
|
|
|
|
|
|
|
|
|
Period
6/29/12
1
11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Select Fund
|
|
|
|
|
|
|
|
|
Brokerage Transactions
|
|
|
|
|
|
|
|
|
Allocated to Brokers Providing Research Services
|
|
$
|
6,112,689
|
|
|
$
|
21,440,980
|
|
Brokerage Commissions
|
|
|
|
|
|
|
|
|
Total Brokerage Commissions Paid
|
|
$
|
5,211
|
|
|
$
|
14,508
|
|
Commissions Paid to Brokers Providing Research Services
|
|
$
|
4,209
|
|
|
$
|
11,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
9/16/11
1
11/30/11
|
|
|
Fiscal Year
Ended 11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Senior Floating Rate and Fixed Income Fund
|
|
|
|
|
|
|
|
|
|
Brokerage Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to Brokers Providing Research Services
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Brokerage Commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Brokerage Commissions Paid
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Commissions Paid to Brokers Providing Research Services
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
1
|
Commencement of operations.
|
As of November 30,
2013, the Emerging Markets Opportunities Fund had not yet publicly offered its shares and therefore had not incurred any brokerage commissions.
Regular Broker-Dealers
The table below contains
the aggregate value of securities of the Funds regular broker-dealers* (or the parent of the regular broker-dealers) held by each Fund, if any, as of the fiscal year ended November 30, 2013.
|
|
|
|
|
|
|
Fund
|
|
Regular Broker-Dealer*
|
|
Aggregate Value of Securities of
Each Regular Broker or Dealer
(or its Parent) Held by Fund
|
|
Capital Income Fund
|
|
JP Morgan Chase Securities
|
|
$
|
508,228
|
|
|
|
Jefferies Group, Inc.
|
|
$
|
177,387
|
|
|
|
Morgan Stanley & Co., Inc.
|
|
$
|
100,040
|
|
|
|
|
Gateway International Fund
|
|
UBS Securities, LLC
|
|
$
|
266,566
|
|
*
|
Regular Broker-Dealers are defined by the SEC as: (a) one of the ten brokers or dealers that received the greatest dollar amount of brokerage commissions by virtue of direct or indirect participation in
the companys portfolio transactions during the companys most recent fiscal year; (b) one of the ten brokers or dealers that engaged as principal in the largest dollar amount of portfolio transactions of the investment company during
the companys most recent fiscal year; or (c) one of the ten brokers or dealers that sold the largest dollar amount of securities of the investment company during the companys most recent fiscal year.
|
As of November 30, 2013, the Emerging Markets Opportunities Fund had not yet publicly offered its shares and therefore did not have any Regular
Broker-Dealers to disclose.
Sales Charges and Distribution and Service (12b-1) Fees
As explained in this Statement, the Class A and Class C shares 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, as applicable. The anticipated benefits to the Funds of the Plans include the ability to
attract and maintain assets. See Distribution Agreements and Rule 12b-1 Plans for more information.
11
|
|
|
|
|
|
|
|
|
Fund
|
|
Period
3/30/12
1
11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Capital Income Fund
|
|
|
|
|
|
|
|
|
(Class A)
|
|
$
|
3,032
|
|
|
$
|
10,757
|
|
(Class C)
|
|
$
|
387
|
|
|
$
|
12,918
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Period
3/30/12
1
11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Gateway International Fund
|
|
|
|
|
|
|
|
|
(Class A)
|
|
$
|
6,563
|
|
|
$
|
16,864
|
|
(Class C)
|
|
$
|
756
|
|
|
$
|
20,744
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Period
6/29/12
1
11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Select Fund
|
|
|
|
|
|
|
|
|
(Class A)
|
|
$
|
1,990
|
|
|
$
|
10,134
|
|
(Class C)
|
|
$
|
280
|
|
|
$
|
3,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Period
9/30/11
1
11/30/11
|
|
|
Fiscal Year
Ended 11/30/12
|
|
|
Fiscal Year
Ended 11/30/13
|
|
Senior Floating Rate and Fixed Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
(Class A)
|
|
$
|
41
|
|
|
$
|
42,967
|
|
|
$
|
607,000
|
|
(Class C)
|
|
$
|
2
|
|
|
$
|
54,573
|
|
|
$
|
1,001,506
|
|
1
|
Commencement of operations.
|
As of November 30,
2013 the Emerging Markets Opportunities Fund had not yet publicly offered its shares and therefore had not paid any Rule 12b-1 fees.
For the fiscal
period ended November 30, 2013, the Distributor used the Rule 12b-1 fees paid by the Funds under the Plans as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Compensation to
Broker-Dealers
|
|
|
Retained
by Distributor
|
|
|
Total
|
|
Capital Income Fund
|
|
$
|
23,675
|
|
|
$
|
0
|
|
|
$
|
23,675
|
|
Gateway International Fund
|
|
$
|
37,608
|
|
|
$
|
0
|
|
|
$
|
37,608
|
|
Select Fund
|
|
$
|
13,827
|
|
|
$
|
0
|
|
|
$
|
13,827
|
|
Senior Floating Rate and Fixed Income Fund
|
|
$
|
1,608,506
|
|
|
$
|
0
|
|
|
$
|
1,608,506
|
|
OWNERSHIP OF FUND SHARES
As of March 3, 2014, 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.
1
|
|
|
|
|
|
|
FUND
|
|
SHAREHOLDER
|
|
PERCENTAGE
|
|
Capital Income Fund
2
|
|
|
|
|
Class C
|
|
Pershing LLC
Jersey City, NJ
|
|
|
73.62
|
%
|
|
|
|
Class Y
|
|
Dingle & Co.
Detroit, MI
|
|
|
50.18
|
%
|
|
|
|
|
|
Natixis Global Asset Management, L.P.
Boston, MA 02116
|
|
|
19.53
|
%
|
12
|
|
|
|
|
|
|
|
|
Charles Schwab & Co. Inc.
San Francisco,
CA 94105-1905
|
|
|
16.72
|
%
|
|
|
Emerging Markets Opportunities Fund
3
|
|
|
|
|
|
|
|
Class A
|
|
NFS LLC
Temple City, CA 91780-2955
|
|
|
81.81
|
%
|
|
|
|
|
|
NGAM Advisors, L.P.
Boston, MA
02116
|
|
|
18.18
|
%
|
|
|
|
Class C
|
|
NGAM Advisors, L.P.
Boston, MA
02116
|
|
|
100.00
|
%
|
|
|
|
Class N
|
|
NGAM Advisors, L.P.
Boston, MA
02116
|
|
|
100.00
|
%
|
|
|
|
Class Y
|
|
Natixis Global Asset Management, L.P.
Boston, MA 02116
|
|
|
99.96
|
%
|
|
|
Gateway International Fund
4
|
|
|
|
|
|
|
|
Class A
|
|
Charles Schwab & Co. Inc.
San Francisco,
CA 94105-1905
|
|
|
39.00
|
%
|
|
|
|
|
|
UBS WM USA
Jersey City, NJ
07310-2055
|
|
|
19.60
|
%
|
|
|
|
|
|
LPL Financial
San Diego, CA
92121-1968
|
|
|
5.83
|
%
|
|
|
|
Class Y
|
|
Natixis Global Asset Management, L.P.
Boston, MA 02116-3368
|
|
|
58.59
|
%
|
|
|
|
|
|
Gateway Investment Advisors LLC
Cincinnati,
OH 45202-4026
|
|
|
29.01
|
%
|
|
|
|
|
|
Charles Schwab & Co. Inc.
San Francisco,
CA 94105-1905
|
|
|
5.83
|
%
|
|
|
Senior Floating Rate and Fixed Income Fund
|
|
|
|
|
|
|
|
Class A
|
|
UBS WM USA
Jersey City, NJ 07310
|
|
|
41.95
|
%
|
|
|
|
|
|
Charles Schwab & Co. Inc.
San Francisco,
CA 94105-1905
|
|
|
11.10
|
%
|
|
|
|
|
|
Pershing LLC
Jersey City, NJ
07399-0001
|
|
|
10.23
|
%
|
|
|
|
|
|
Brown Brothers Harriman & Co.
Jersey
City, NJ 07310-1692
|
|
|
9.54
|
%
|
|
|
|
|
|
LPL Financial
San Diego, CA
92121-1968
|
|
|
5.87
|
%
|
|
|
|
Class C
|
|
Merrill Lynch Pierce Fenner & Smith Inc.
Jacksonville, FL 32246-6484
|
|
|
37.36
|
%
|
|
|
|
|
|
UBS WM USA
Jersey City, NJ
07310-2055
|
|
|
18.17
|
%
|
13
|
|
|
|
|
|
|
|
|
First Clearing LLC
St. Louis, MO
63103-2523
|
|
|
8.82
|
%
|
|
|
|
|
|
Pershing LLC
Jersey City, NJ
07399-0001
|
|
|
8.56
|
%
|
|
|
|
|
|
LPL Financial
San Diego, CA
92150-9046
|
|
|
8.39
|
%
|
|
|
|
|
|
Raymond James
St. Petersburg, FL
33716-1100
|
|
|
6.00
|
%
|
|
|
|
Class Y
|
|
Merrill Lynch Pierce Fenner & Smith Inc.
Jacksonville, FL 32246-6484
|
|
|
22.02
|
%
|
|
|
|
|
|
Charles Schwab & Co. Inc.
San Francisco,
CA 94105-1905
|
|
|
16.49
|
%
|
|
|
|
|
|
LPL Financial
San Diego, CA
92150-9046
|
|
|
11.18
|
%
|
|
|
|
|
|
First Clearing LLC
St. Louis, MO
63103-2523
|
|
|
6.02
|
%
|
|
|
Select Fund
5
|
|
|
|
|
|
|
|
Class A
|
|
UBS WM USA
Jersey City, NJ
07310-2055
|
|
|
56.59
|
%
|
|
|
|
|
|
Charles Schwab & Co. Inc.
San Francisco,
CA 94105-1905
|
|
|
12.41
|
%
|
|
|
|
|
|
Raymond James
St. Petersburg, FL
33716-1100
|
|
|
11.70
|
%
|
|
|
|
Class C
|
|
Raymond James
St. Petersburg, FL
33716-1100
|
|
|
40.24
|
%
|
|
|
|
|
|
LPL Financial
San Diego, CA
92150-9046
|
|
|
36.24
|
%
|
|
|
|
|
|
UBS WM USA
Jersey City, NJ
07310-2055
|
|
|
9.85
|
%
|
|
|
|
Class Y
|
|
Charles Schwab & Co. Inc.
San Francisco,
CA 94105-1905
|
|
|
52.96
|
%
|
|
|
|
|
|
Raymond James
St. Petersburg, FL
33716-1100
|
|
|
7.27
|
%
|
1
|
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.
|
2
|
As of March 3, 2014, Dingle & Co., Detroit, MI, owned 39.38% of the Capital Income 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 Dingle & Co.
|
3
|
As of March 3, 2014, Natixis Global Asset Management, L.P., Boston, MA 02116-3368, owned 99.93% of the Emerging Markets Opportunities 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.
|
14
4
|
As of March 3, 2014, Natixis Global Asset Management, L.P., Boston, MA 02116-3368, owned 30.41% of the Gateway 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.
|
5
|
As of March 2, 2014, UBS WM USA, Jersey City, NJ 07310-2055, owned 56.59% of the Select 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 UBS WM USA.
|
A Fund may experience large redemptions or investments
due to transactions in Fund shares by funds of funds, other large shareholders or similarly managed accounts. While it is impossible to predict the overall effect of these transactions over time, there could be an adverse impact on a Funds
performance. In the event of such redemptions or investments, a Fund could be required to sell securities or to invest cash at a time when it may not otherwise desire to do so. Such transactions may increase a Funds brokerage and/or other
transaction costs. In addition, when funds of funds or other investors own a substantial portion of a Funds shares, a large redemption by a fund of funds could cause actual expenses to increase, or could result in the Funds current
expenses being allocated over a smaller asset base, leading to an increase in the Funds expense ratio. Redemptions of Fund shares could also accelerate the realization of taxable capital gains in the Fund if sales of securities result in
capital gains. The impact of these transactions is likely to be greater when a fund of funds or other significant investor purchases, redeems, or owns a substantial portion of the Funds shares. When possible, a Funds Adviser will
consider how to minimize these potential adverse effects, and may take such actions as it deems appropriate to address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions over a
period of time, although there can be no assurance that such actions will be successful.
THE TRUSTS
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 Natixis Oakmark 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 Emerging Markets Opportunities Fund, Loomis Sayles Strategic Alpha Fund, Select Fund and Senior Floating Rate and Fixed Income Fund) of Natixis Funds Trust II is diversified. The name of Natixis Funds Trust II 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
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December 1988 to April 1992
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TNE Funds Trust
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April 1992 to March 1994
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New England Funds Trust II
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April 1994 to January 2000
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Nvest Funds Trust II
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January 2000 to April 2001
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CDC Nvest Funds Trust II
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May 2001 to April 2005
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IXIS Advisor Funds Trust II
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April 2005 to August 2007
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Natixis Funds Trust II
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August 2007 to present
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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. Gateway Trust has two series: the Gateway International Fund and the
Gateway Fund. Each series of Gateway Trust is diversified.
In a transaction that closed February 19, 2008 (the Reorganization), the
Gateway Fund acquired the assets and liabilities of the Gateway Fund (the Gateway Predecessor Fund), a series of the Gateway Trust (the Predecessor Trust), an Ohio business trust. After the closing of the Reorganization, the
Gateway Fund became the successor to the Gateway Predecessor Fund, which had several prior names. The Predecessor Trust had one portfolio, the Gateway Predecessor Fund. Gateway Option Income Fund, Inc., the predecessor to the Predecessor Trust, was
organized in 1977 as a Maryland corporation. It was reorganized to become The Gateway 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.
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INVESTMENT 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 Subadvisers in managing a Fund. Because of the Senior Floating Rate and Fixed Income Funds and the
Gateway International Funds extensive use of derivative instruments, these Funds are subject to many of the risks below indirectly through their derivative transactions as well as directly through investment in the actual securities
themselves. For example, to the extent a Fund enters into a futures contract on an equity index, the Fund is subject to equity securities risk.
Each Funds principal strategies are described in its Prospectus. This Statement describes some of the non-principal strategies the Funds may use, in
addition to providing additional information, including related risks, 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
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. The Advisers or the
Subadvisers 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. Its 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 Advisers or the Subadvisers may invest in any security that falls under the specific category, including securities that are not listed below. 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 (ARM) Security
Certain 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
Certain 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. Mortgage-backed securities are a 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
16
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 (described herein). 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. These types of securities may also decline for reasons
associated with the underlying collateral. Asset-backed securities involve risks similar to those described in the section Mortgage-Related Securities.
Certain Funds may also gain exposure to asset-backed securities by 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 indices 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 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
Certain Funds may invest a 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.
U.S. dollar-denominated obligations issued by foreign branches
of domestic banks or foreign branches of foreign banks (Eurodollar obligations) 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.
These restrictions will not limit which banks may serve as counterparties for a Funds derivative instruments.
Borrowing
The Senior Floating Rate and Fixed Income Fund
can borrow up to one-third of the Funds assets (including the amount borrowed) and use other techniques to purchase investments, to manage its cash flow or to redeem shares, which is a technique called leverage. In addition to
borrowing money from banks, the Fund may engage in certain
17
other investment transactions that may be viewed as forms of financial leverage for example, using mortgage dollar rolls, entering into when-issued, delayed-delivery or forward commitment
transactions or using derivatives such as futures contracts, warrants, structured notes, foreign currency transactions, credit default swaps, options contracts, swap transactions and forward currency contracts. Because the Fund either (i) sets
aside cash (or other liquid assets) on its books in respect of such transactions during the period in which the transactions are open or (ii) otherwise covers its obligations under the transactions, such as by holding offsetting
investments, the Fund does not consider these transactions to be borrowings for purposes of its investment restrictions or senior securities for purposes of the 1940 Act. Borrowing will increase the Funds exposure to fluctuations
in the prices of its assets and, therefore, the volatility of its share price, exaggerating any increase or decrease in the net asset value (the NAV) of the Fund. In addition, the interest that the Fund pays on borrowed money, together
with any other costs of borrowing, are additional costs borne by the Fund and could reduce or eliminate any net investment profits. Unless profits on assets acquired with borrowed funds exceed the costs of borrowing, the use of borrowing will
diminish the investment performance of the Fund compared with what it would have been without borrowing. When the Fund borrows money it must comply with certain asset coverage requirements, which at times may require the Fund to dispose of some of
its holdings at unfavorable times or prices.
The Senior Floating Rate and Fixed Income Fund has entered into a committed, secured line of credit with a
bank under which it expects to borrow for investment purposes. In connection with its borrowings under this agreement, the Fund will be required to maintain specified asset coverage with respect to such borrowings by both the 1940 Act and the terms
of its credit facility with the bank. The terms of the credit facility will require the Fund to maintain asset coverage levels that may be more restrictive than the provisions of the 1940 Act in connection with borrowings and to pay a commitment or
other fee to maintain the line of credit.
In the event of a default under the credit facility, the bank may have the right to cause a liquidation of the
collateral (
i.e.
, to sell Fund assets). In addition, in the event of a default, the Fund may delay the payment of redemption requests to the extent permitted under the 1940 Act. In certain limited, extreme circumstances, a default might also
prevent the Fund from making distributions to shareholders sufficient to eliminate income or excise tax at the Fund level, or to be eligible to be treated as a regulated investment company (RIC) under Subchapter M of the
Internal Revenue Code of 1986, as amended (the Code). If the Fund were ineligible to be treated as a RIC and if the Fund were unable to cure such ineligibility, 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 gain, would generally be treated as ordinary income in the hands of shareholders.
Collateralized Mortgage Obligations (CMOs)
Certain 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 a similar effect to 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
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
18
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 RIC
under the Code. See Taxes below for more information.
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 droughts, 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
Certain 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.
Corporate Reorganizations
Certain 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 or Subadviser, 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 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 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
Certain 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
19
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
Certain 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.
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 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 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 NAV to increase or decrease.
Depositary Receipts
Certain Funds may invest in foreign equity securities by purchasing depositary receipts. Depositary receipts are instruments issued by banks that
represent an interest in equity securities held by arrangement with the bank. Depositary receipts can be either sponsored or unsponsored. Sponsored depositary receipts are issued by banks in cooperation with the issuer of the
underlying equity securities. Unsponsored depositary receipts are arranged without involvement by the issuer of the underlying equity securities and, therefore, less information about the issuer of the underlying equity securities may be available
and the price may be more volatile than 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 risk. European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) are depositary receipts that are typically issued by foreign banks or trust companies which
evidence ownership of underlying securities issued by either a foreign or U.S. corporation. All depositary receipts, including those denominated in U.S. dollars, will be subject to foreign currency 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 the Fund declares and pays a
dividend, or between the time when the Fund accrues and pays an operating expense in U.S. dollars.
20
Because certain Funds may invest in depositary receipts, changes in foreign economies and political climates are
more likely to affect the Funds than a mutual fund that invests exclusively in U.S. companies. There may also be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information.
If a Funds portfolio is over-weighted in a certain geographic region, any negative development affecting that region will have a greater impact on the Fund than a fund that is not over-weighted in that region.
Derivative Instruments
Certain Funds expect to use a
number of derivative instruments for risk management purposes or as part of their investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying asset, reference rate or
index, and may relate to stocks, bonds, interest rates, currencies or currency exchange rates, commodities and related indices and other assets. For additional information about the use of derivatives in connection with foreign currency
transactions, see the section Foreign Currency Transactions. 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. 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 (but are not limited to) futures contracts, warrants, structured notes, foreign currency transactions, credit default swaps, options contracts, swap transactions and forward currency contracts.
Derivatives involve special risks, including possible default by the other party to the transaction, illiquidity, difficulties in valuation, leverage risk
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 or lower income or gains than if they had not been used.
The Funds derivative counterparties may experience financial difficulties or otherwise be unwilling or unable to honor their obligations, 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. See the section Additional Risks of Derivative Instruments below for additional information about the risks relating to derivatives instruments.
Several types of derivative instruments in which a Fund may invest are described in more detail below. However, the Funds are not limited to investments
in these instruments.
Asset Segregation and Coverage
A Fund will segregate with its custodian or otherwise designate on its records liquid assets in an amount the Fund believes to be adequate to ensure that it
has sufficient liquid assets to meet its obligations under its derivatives contracts, or the Fund may engage in other measures to cover its obligations with respect to such transactions. The amounts that are segregated or designated may
be based on the notional value of the derivative or on the daily mark-to-market obligation under the derivatives contract and may be reduced by amounts on deposit with the applicable broker or counterparty to the derivatives transaction. A Fund may
segregate amounts in addition to the amounts described above. In certain circumstances, a Fund may enter into an offsetting position rather than segregating or designating liquid assets (e.g., a Fund may cover a written put option with a purchased
put option with the same or higher exercise price). Although a Funds Adviser or Subadviser will attempt to ensure that the Fund has sufficient liquid assets to cover its obligations under its derivative contracts, it is possible that the
Funds liquid assets may be insufficient to support such obligations under its derivatives positions. A Fund may modify its asset segregation policies from time to time.
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Futures Contracts
Certain Funds may transact in futures. 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, 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/liquid 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.
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. If the price of the sale of the futures contract by a Fund is less than
the price of the offsetting purchase, the Fund will realize a loss. A futures sale is closed by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity and with the same delivery date.
Similarly, a futures purchase is closed by the purchaser selling an offsetting futures contract.
Commodity Futures Contracts
The Emerging Markets Opportunities Fund may invest in commodity futures contracts. There are additional risks associated with transactions in commodity futures
contracts including, but not limited to the following:
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 the 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 the Fund. If the positions and views of the participants in futures markets have shifted when it is time for the Fund to reinvest the proceeds of a maturing contract in a new futures contract, the Fund might reinvest at
higher or lower futures prices, or choose to pursue other investments.
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Options
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 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 (seller) 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 (writer) of an option wishes to terminate its position, it may seek to effect a closing sale
transaction by selling (buying) an option identical to the option previously purchased. The effect of the purchase is that the previous option position will be canceled. A Fund will realize a profit from closing out an option if the price received
for selling the offsetting position is more than the premium paid to purchase the option; a Fund will realize a loss from closing out an option transaction if the price received for selling the offsetting option is less than the premium paid to
purchase the option. 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.
Warrants
and Rights
Certain Funds may invest in warrants and rights. A warrant is an instrument that gives the holder a right to purchase a given number of
shares of a particular security at a specified price until a stated expiration date. Buying a warrant generally can provide a greater potential for profit or loss than an investment of equivalent amounts in the underlying common stock. The market
value of a warrant does not necessarily move with the value of the underlying securities. If a holder does not sell the warrant, it risks the loss of its entire investment if the market price of the underlying security does not, before the
expiration date, exceed the exercise price of the warrant. Investment in warrants is a speculative activity. Warrants pay no dividends and confer no rights (other than the right to purchase the underlying securities) with respect to the assets of
the issuer. A right is a privilege granted to existing shareholders of a corporation to subscribe for shares of a new issue of common stock before it is issued. Rights normally have a short life, usually two to four weeks, are freely transferable
and entitle the holder to buy the new common stock at a lower price than the public offering price.
Options on Foreign Currencies
Certain 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 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.
23
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.
Certain 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
Certain 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 the 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 the 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
Certain 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.
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
24
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
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
Certain 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
As described in the section
Foreign Currency Transactions below, certain Funds may invest in forward contracts. Forward contracts are transactions involving a 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 an 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.
25
Swap Transactions
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 manage duration, 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 add economic leverage to the Funds portfolio or to shift the Funds investment exposure from one type of investment to another.
Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to a number of years. Swap
agreements are individually negotiated and structured to include exposure to a variety of types of investments or market factors. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of
return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties generally are calculated with respect to a
notional amount, such as the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index. 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 a
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.
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. Because swaps are two-party contracts
that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. If a swap is not liquid, it may not be possible to
initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. 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.
A Fund bears the risk of loss of the
amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. When a counterpartys obligations are not fully secured by collateral, then the Fund is essentially an unsecured
creditor of the counterparty. If the counterparty defaults, the Fund will have contractual remedies, but there is no assurance that a counterparty will be able to meet its obligations pursuant to such contracts or that, in the event of default, the
Fund will succeed in enforcing contractual remedies. Counterparty risk still exists even if a counterpartys obligations are secured by collateral because the Funds interest in collateral may not be perfected or additional collateral may
not be promptly posted as required. Counterparty risk also may be more pronounced if a counterpartys obligations exceed the amount of collateral held by the Fund (if any), the Fund is unable to exercise its interest in collateral upon default
by the counterparty, or the termination value of the instrument varies significantly from the marked-to-market value of the instrument.
Counterparty risk
with respect to derivatives will be affected by new rules and regulations affecting the derivatives market. Some derivatives transactions are required to be centrally cleared, and a party to a cleared derivatives transaction is subject to the credit
risk of the clearing house and the clearing member through which it holds its cleared position, rather than the credit risk of its original counterparty to the derivative transaction. Credit risk of market participants with respect to derivatives
that are centrally cleared is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. A
clearing member is obligated by contract and by applicable regulation to segregate all funds received from customers with respect to cleared derivatives transactions from the clearing members proprietary assets. However, all funds and other
property received by a clearing broker
26
from its customers are generally held by the clearing broker on a commingled basis in an omnibus account, and the clearing member may invest those funds in certain instruments permitted under the
applicable regulations. The assets of a Fund might not be fully protected in the event of the bankruptcy of a Funds clearing member, because the Fund would be limited to recovering only a pro rata share of all available funds segregated on
behalf of the clearing brokers customers for a relevant account class. Also, the clearing member is required to transfer to the clearing organization the amount of margin required by the clearing organization for cleared derivatives, which
amounts are generally held in an omnibus account at the clearing organization for all customers of the clearing member. Regulations promulgated by the U.S. Commodity Futures Trading Commission (CFTC) require that the clearing member
notify the clearing house of the amount of initial margin provided by the clearing member to the clearing organization that is attributable to each customer. However, if the clearing member does not provide accurate reporting, the Funds are subject
to the risk that a clearing organization will use a Funds assets held in an omnibus account at the clearing organization to satisfy payment obligations of a defaulting customer of the clearing member to the clearing organization. In addition,
clearing members generally provide to the clearing organization the net amount of variation margin required for cleared swaps for all of its customers in the aggregate, rather than the gross amount of each customer. The Funds are therefore subject
to the risk that a clearing organization will not make variation margin payments owed to a Fund if another customer of the clearing member has suffered a loss and is in default, and the risk that a Fund will be required to provide additional
variation margin to the clearing house before the clearing house will move the Funds cleared derivatives transactions to another clearing member. In addition, if a clearing member does not comply with the applicable regulations or its
agreement with the Funds, or in the event of fraud or misappropriation of customer assets by a clearing member, a Fund could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the
clearing member.
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) established a framework for
the regulation of OTC swap markets; the framework outlined the joint responsibility of the CFTC and the SEC in regulating swaps. The CFTC is responsible for the regulation of swaps, the SEC is responsible for the regulation of security-based swaps
and jointly they are both responsible for the regulation of mixed swaps.
Certain 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.
Credit Default Swaps
Certain 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.
27
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.
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 a Fund to incur more losses.
Loan Based Derivatives
Certain 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, certain
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 or securities loan agreements whose performance 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, 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 deemed liquid under the
Funds policies, subject to a Funds restrictions on investments in illiquid securities.
Contracts for Differences
Certain Funds may enter into contracts for differences. Contracts for differences are swap arrangements in which a 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 Funds return is based on theoretical long futures positions
in the securities comprising that basket, and as to the other basket, a 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 Fund may also use actual long and short futures positions to achieve the market exposure(s) as contracts for differences. A Fund may enter into swaps and contracts for differences for investment
return, hedging, risk management and for investment leverage.
28
Interest Rate Caps, Floors and Collars
Certain Funds may use interest rate caps, floors and collars for the same purposes or similar purposes 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
Certain Funds may invest in 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, 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 Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the NAV of a 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
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 prospectus, certain 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 an Adviser may seek to use these
transactions to achieve a Funds investment goals, no assurance can be
29
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, its liquidity may be impaired to the extent that it has a substantial portion of liquid assets segregated or earmarked to cover obligations. Each 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 an 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 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
30
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.
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 a 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. When a Fund writes a call option
or sells a futures contract without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited.
The 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
31
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.
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.
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. It is impossible to fully predict the effects of legislation and regulation in this area, but the effects
could be substantial and adverse. It is possible that legislative and regulatory activity could 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 the availability of certain investments.
There is a possibility of future regulatory changes altering,
perhaps to a material extent, the nature of an investment in the Funds or the ability of the Funds to continue to implement their investment strategies. In particular, the Dodd-Frank Act was signed into law on July 21, 2010. The Dodd-Frank Act
will change the way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a new legislative framework for OTC derivatives, such as swaps, in which the Funds may invest. Title VII of the Dodd-Frank
Act makes broad changes to the OTC derivatives market, grants significant new authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and will require clearing of many OTC derivatives transactions. The futures markets
are subject to comprehensive statutes, regulations, and margin requirements. The SEC, U.S. CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or
reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading.
Additional Risk Factors in Cleared Derivatives Transactions
Under recently adopted rules and regulations, transactions in some types of swaps (including interest rate swaps and credit default index swaps on North
American and European indices) are required to be centrally cleared. In a cleared derivatives transaction, a Funds counterparty is a clearing house, rather than a bank or broker. Since the Funds are not members of clearing houses and only
members of a clearing house can participate directly in the clearing house, the Funds will hold cleared derivatives through accounts at clearing members. In a cleared derivatives transactions, the Funds will make payments (including margin payments)
to and receive payments from a clearing house through their accounts at clearing members. Clearing members guarantee performance of their clients obligations to the clearing house.
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In many ways, centrally cleared derivative arrangements are less favorable to mutual funds than bilateral
arrangements. For example, the Funds may be required to provide greater amounts of margin for cleared derivatives transactions than for bilateral derivatives transactions. Also, in contrast to bilateral derivatives transactions, following a period
of notice to a Fund, a clearing member generally can require termination of existing cleared derivatives transactions at any time or increases in margin requirements above the margin that the clearing member required at the beginning of a
transaction. Clearing houses also have broad rights to increase margin requirements for existing transactions or to terminate transactions at any time. Any increase in margin requirements or termination by the clearing member or the clearing house
could interfere with the ability of a Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could also expose a Fund to greater credit risk to its clearing member, because margin for cleared
derivatives transactions in excess of clearing house margin requirements typically is held by the clearing member. Also, a Fund is subject to risk if it enters into a derivatives transaction that is required to be cleared (or that the Adviser
expects to be cleared), and no clearing member is willing or able to clear the transaction on the Funds behalf. While the documentation in place between the Funds and their clearing members generally provides that the clearing members will
accept for clearing all transactions submitted for clearing that are within credit limits (specified in advance) for each Fund, the Funds are still subject to the risk that no clearing member will be willing or able to clear a transaction. In those
cases, the transaction might have to be terminated, and the Fund could lose some or all of the benefit of the transaction, including loss of an increase in the value of the transaction and/or loss of hedging protection offered by the transaction. In
addition, the documentation governing the relationship between the Funds and the clearing members is developed by the clearing members and generally is less favorable to the Funds than typical bilateral derivatives documentation. For example, this
documentation generally includes a one-way indemnity by the Funds in favor of the clearing member, indemnifying the clearing member against losses it incurs in connection with acting as the Funds clearing member, and the documentation
typically does not give the Funds any rights to exercise remedies if the clearing member defaults or becomes insolvent.
These and other new rules and
regulations could, among other things, further restrict a Funds ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing
margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. These regulations are new and evolving, so their potential impact on the Funds and the financial system are not yet known. While the new regulations and
the central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause a number of those dealers to suffer liquidity, solvency or other challenges
simultaneously), there is no assurance that the new clearing mechanisms will achieve that result, and in the meantime, as noted above, central clearing will expose the Funds to new kinds of risks and costs.
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 Emerging Markets Opportunities Fund is
registered as a commodity pool (the Pool) under the Commodity Exchange Act (the CEA) and Loomis Sayles is registered as a commodity pool operator (CPO) under the CEA with respect to the Pool. The CPO and the Pool
are subject to dual regulation by the SEC and CFTC. Compliance with the CFTCs new regulatory requirements could increase the Pools expenses, adversely affecting the Pools total return. The CPO and the Pool continue to analyze the
effect that these new rules, including the CFTCs recent harmonization of overlapping disclosure, reporting and recordkeeping requirements may have on the Pool.
As of the date of this Statement, the Adviser to each of the Capital Income Fund, Gateway International Fund, Select Fund and Senior Floating Rate and Fixed
Income Fund (the Excluded Funds) has claimed an exclusion from the definition of a CPO under the CEA with respect to the Excluded Funds pursuant to Rule 4.5 under the CEA (the exclusion) promulgated by the CFTC. Accordingly,
with respect to the Excluded Funds, the Adviser is not subject to registration or regulation as a CPO under the CEA. To remain eligible for the exclusion, each of the Excluded Funds will be limited in its ability to use certain financial instruments
regulated under the CEA (commodity interests), including futures and options on futures and certain swaps transactions. In the event that an Excluded Funds investments in commodity interests are not within the thresholds set forth
in the exclusion, the Adviser
33
would be required to register as a CPO with the CFTC with respect to that Fund. The Advisers eligibility to claim the exclusion with respect to an Excluded Fund will be based upon, among
other things, the level and scope of the Funds investment in commodity interests, the purposes of such investments and the manner in which the Fund holds out its use of commodity interests. Each Excluded Funds ability to invest in
commodity interests (including, but not limited to, futures and swaps on broad-based securities indexes and interest rates) is limited by the Advisers intention to operate the Excluded Fund in a manner that would permit the Adviser to continue
to claim the exclusion under Rule 4.5, which may adversely affect such Funds total return. In the event the Adviser becomes unable to rely on the exclusion in Rule 4.5 and is required to register with the CFTC as a CPO with respect to an
Excluded Fund, such Funds expenses may increase, adversely affecting that Funds total return.
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 the section Foreign Securities herein, 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 that may restrict a Funds investment opportunities, including restrictions on investing in issuers or industries deemed sensitive to relevant national interests or currency transfer restrictions; (iv) an economys
dependence on revenues from particular commodities or on international aid or development assistance; and (v) the absence of developed legal structures governing private or foreign investment and private property and/or less developed custodial
and deposit systems and delays and disruptions in securities settlement procedures. 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 a Funds performance and may adversely affect the liquidity of a 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 that 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.
In determining whether to invest in securities of foreign issuers, an 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
Certain 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,
34
interests in limited liability companies, depositary receipts, real estate investment trusts (REITs) or other trusts and other similar securities. Common stocks represent an equity or
ownership interest in an issuer. Preferred stocks represent an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event 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 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 or Subadviser 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 or
Subadvisers 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 or Subadviser has placed on it.
Stocks of companies that are not expected to experience significant earnings
growth, but whose stocks the Adviser or Subadviser 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 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 or Subadviser 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 Senior Floating Rate and Fixed Income 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 indices 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 onshore or offshore 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
35
market in these instruments will develop. Lack of a liquid market may impose the risk of higher transactions costs 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 Senior Floating Rate and Fixed
Income 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.
Exchange-Traded Notes
The Select Fund may invest in exchange-traded notes (ETNs). ETNs are generally unsecured debt securities whose returns are linked to the
performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange (
e.g
., the New York Stock Exchange) during normal trading hours. However, investors can also hold the ETN until maturity. At
maturity, the issuer pays to the investor a cash amount equal to the principal amount, adjusted to reflect the performance of the relevant benchmark or strategy factor(s). ETNs generally do not make periodic coupon payments or provide principal
protection. ETNs are subject to credit risk, and the value of the ETN may drop due to a downgrade in the issuers credit rating, notwithstanding the performance of the underlying market benchmark or strategy. The value of an ETN may also be
influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers credit rating, and economic, legal, political, or
geographic events that affect the referenced underlying benchmark or strategy. When the Select Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. These fees and expenses generally reduce the return
realized at maturity or upon redemption from an investment in an ETN; therefore, the value of the index underlying the ETN must increase in order for an investor in an ETN to receive at least the principal amount of the investment at maturity or
upon redemption. The Select Funds decision to sell its ETN holdings may be limited by the availability of a secondary market.
The market price and
return of the ETN may not correspond with that of the underlying benchmark or strategy. As a result, there may be times when an ETN share trades at a premium or discount to its market benchmark or strategy. This difference in price may be due to the
fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities or other components underlying the market benchmark or strategy that the ETN seeks to
track. An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or
strategy.
The returns of some ETNs may be leveraged. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form. ETNs
can, at times, be relatively illiquid, and thus they may be difficult to purchase or sell at an advantageous price. ETNs are also subject to tax risk. No assurance can be given that the IRS will accept, or a court will uphold, how the Select Fund
characterizes and treats ETNs for tax purposes. The IRS has indicated that the tax treatment of income and gains from ETNs remain an open project, and has yet to provide determinative guidance in this area; legislation in this area has also been
proposed.
36
Fixed-Income Securities
Certain 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 (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 below investment grade quality, none of the three major rating agencies (Fitch, Moodys and 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, an 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.
For more information about the ratings services descriptions of the various ratings categories, see Appendix A. 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
Certain Funds may engage in foreign currency transactions for both hedging and investment purposes. 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 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.
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 or may enter into futures contracts on an exchange.
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), as described above in the section Derivative Instruments.
37
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 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.
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.
Certain 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 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.
An 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.
A Funds use of currency transactions may be limited by tax considerations. 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
and may affect the timing or amount of distributions to shareholders.
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
38
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
Certain Funds may invest in foreign
securities. Foreign securities may include, among other things, securities of issuers organized or headquartered outside the U.S. as well as obligations of supranational entities. 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. Investments in emerging markets may be subject to these risks to a greater extent than those in more developed
markets, as described more fully in the section Emerging Markets. 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; (e) non-U.S. dollar-denominated securities of U.S. corporate issuers; and
(f) equity securities issued by foreign corporations or other business organizations.
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 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 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,
39
because it involves judgments which are inherently subjective, may not always eliminate the risk of price arbitrage. The Funds securities may change in price on days on which the U.S.
markets are closed and the Funds do not calculate their NAVs or sell or redeem their shares. For more information on how the Funds use fair value pricing, see the section Net Asset Value.
Foreign withholding or other taxes imposed on a Funds investments in foreign securities will reduce the Funds return on those securities. In
certain circumstances, a Fund may be able to elect to permit shareholders to claim a credit or deduction on their income tax returns with respect to foreign taxes paid by the Fund. See the section Taxes.
A portion of the Gateway International Fund will be invested in certain securities which are denominated and traded in the euro, the official currency of the
eurozone. The Fund may hedge its positions in these securities by writing index call options and purchasing index put options also denominated in the euro. The recent global economic crisis has caused many European countries to experience serious
fiscal difficulties, including bankruptcy, public budget deficits, recession, sovereign default, restructuring of government debt, credit rating downgrades and an overall weakening of the banking and financial sectors. In addition, some European
economies may depend on others for assistance, and the inability of such economies to achieve the reforms or objectives upon which that assistance is conditioned may result in a deeper and/or longer global financial downturn. These recent events in
the eurozone have called into question the long-term viability of the euro as a shared currency among the eurozone nations. Moreover, the strict fiscal and monetary controls of the European Economic and Monetary Union as well as any new requirements
it may impose on member countries may significantly impact such countries and limit them from implementing their own economic policies to some degree. As the result of economic, political, regulatory or other actions taken in response to this
crisis, including any discontinuation of the euro as the shared currency among the eurozone nations or the implementation of capital controls or the restructuring of financial institutions, a Funds euro-denominated investments may become
difficult to value, a Fund may be unable to dispose of investments or repatriate investment proceeds, a Funds ability to operate its strategy in connection with euro-denominated securities may be significantly impaired and the value of the
Funds euro-denominated investments may decline significantly and unpredictably.
Canadian Investments
Certain Funds may invest in securities of Canadian issuers to a significant extent. The Canadian and U.S. economies are closely integrated, and U.S. market
conditions, including consumer spending, can have a significant impact on the Canadian economy such that an investment in Canadian securities may not have the same diversifying affect as investments in other countries. In addition, Canada is a major
producer of commodities, such as forest products, metals, agricultural products and energy-related products like oil, gas and hydroelectricity. As a result, the Canadian economy is very dependent on the demand for, and supply and price of, natural
resources and the Canadian market is relatively concentrated in issuers involved in the production and distribution of natural resources. Canadas economic growth may be significantly affected by fluctuations in currency and global demand for
such commodities. Investments in Canadian securities may be in Canadian dollars; see the section Foreign Currency Transactions for more information.
Funding Agreements
The Senior Floating Rate and Fixed
Income Fund 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.
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Illiquid Securities
Certain Funds may purchase illiquid securities. Illiquid securities are those that are not readily resalable. Securities whose disposition is restricted by
federal securities laws may be considered illiquid. 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 illiquid securities involves the risk that a Fund may be unable to sell such a security at the desired time or at the price at which the Fund values the security. Also, a Fund may incur expenses, losses or
delays in the process of registering restricted securities prior to resale. Rule 144A securities and Section 4(2) commercial paper are treated as illiquid, unless an Adviser or Subadviser has determined, under guidelines established by the
Board, 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
Certain Funds may invest in inflation-linked securities. Inflation-linked securities are fixed-income securities the principal value of which are adjusted
periodically according to the rate of inflation. The principal amount of these securities increases with increases in the price index used as a reference value for the securities. 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-linked 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 in which a Fund holds inflation-linked securities, the Fund 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 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.
A Funds investments in inflation-indexed securities can cause the Fund to
accrue income for U.S. federal income tax purposes without a corresponding receipt of cash; the Fund may be required to dispose of portfolio securities (including when not otherwise advantageous to do so) in order to obtain sufficient cash to meet
its distribution requirements for qualification as a RIC under the Code.
Initial Public Offerings
Certain 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.
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Investment Companies
Certain Funds may invest in other investment companies. Investment companies, including exchange-traded funds (ETFs) 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. In other circumstances, the market value of an investment companys shares may be less than the NAV per share of the investment company. 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.
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.
Certain Funds may invest in shares of 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 entities that are not registered under the 1940 Act 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.
Market Capitalizations
Certain Funds may invest in companies with small, medium or large market capitalizations. Large 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, may be more volatile
and are subject to many of the same risks as smaller 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. 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.
Master Limited Partnerships
Certain Funds may invest in
master limited partnerships (MLPs), which are limited partnerships the ownership units of which are publicly traded. MLPs may be treated as qualified publicly traded partnerships for U.S. federal income tax purposes, as described in
Taxes herein. MLPs often own or own interests in, properties or businesses
42
that are related to oil and gas industries, including pipelines, although MLPs may invest in other types of investments, including credit-related investments. Generally, an MLP is operated under
the supervision of one or more managing general partners. Limited partners (like a Fund when it invests in an MLP) are not involved in the day-to-day management of the partnership. Certain Funds also may invest in companies that serve (or the
affiliates of which serve) as the general partner of an MLP.
Investments in MLPs are generally subject to many of the risks that apply to partnerships.
For example, holders of the units of MLPs will generally have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded to investors in an MLP than investors in a corporation.
Conflicts of interest may exist among unit holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. The general partner of an MLP may have limited call rights that may
require the Fund to sell its units of such MLP at a time or price that is not advantageous, which may lower the Funds return or result in a loss. A Fund may also be required to repay to an MLP distributions that are incorrectly distributed to
the Fund, and in certain circumstances holders of MLP units may be responsible for the obligations of the MLP. In addition, should an MLP fail to meet the current legal requirements for treatment as a partnership, or if there are changes to the tax
law, an MLP could be treated as a corporation for U.S. federal income tax purposes. In that case, the MLP would be obligated to pay tax at the entity level, and distributions to the Fund would be taxed as dividend income. This could result in a
significant reduction in the income to the Fund from an investment in an MLP. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject
to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid and are subject to equity risk. MLP units may trade infrequently and in limited volume, and they may be subject to more
abrupt or erratic price movements than securities of larger or more broadly based companies.
Certain Funds investments in MLPs can bear on or be
limited by a Funds intention to qualify as a RIC.
Certain Funds may also hold investments in limited liability companies that have many of the same
characteristics and are subject to many of the same risks as MLPs.
Money Market Instruments
Certain Funds may invest in money market instruments. Money market instruments are high-quality, short-term securities. 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 Adviser or Subadviser. Those Funds that invest in money market instruments may invest in instruments of lesser quality and do not have any minimum credit quality restriction.
Money market instruments maturing in less than one year may yield less than obligations of comparable quality having longer maturities.
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 certain 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 Adviser or Subadviser believes the risks are minimal. 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.
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Certain 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.
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 the Funds other investments. As a result, the 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, 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.
Mortgage Dollar Rolls
Certain Funds may enter into
mortgage dollar rolls. A dollar roll involves the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of borrowing for some purposes. A Fund will designate on its
records or segregate with its custodian bank assets determined to be liquid in an amount sufficient to meet its obligations under the transactions. A dollar roll involves potential risks of loss that are different from those related to the
securities underlying the transactions. A Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. Since the counterparty in the transaction is required to deliver a similar, but not
identical, security to the Fund, the security that the Fund is required to buy under the dollar roll may be worth less than an identical security. There is no assurance that a Funds use of the cash that it receives from a dollar roll will
provide a return that exceeds borrowing costs.
Mortgage-Related Securities
Certain Funds may invest in mortgage-related securities, such as Government National Mortgage Association (GNMA) or Federal National Mortgage
Association (FNMA) certificates, which differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time
because the underlying mortgage loans generally may be prepaid at any time. As a result, if a Fund purchases these assets at a premium, a faster-than-expected prepayment rate will tend to reduce yield to maturity, and a slower-than-expected
prepayment rate may have the opposite effect of increasing yield to maturity. If a Fund purchases mortgage-related securities at a discount, faster-than-expected prepayments will tend to increase, and slower-than-expected prepayments will 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 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 an Adviser to forecast interest rates and other economic
factors correctly. These types of securities may also decline for reasons associated with the underlying collateral. 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, less documentation 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. Securities issued by the GNMA and the FNMA and similar issuers also may be exposed to risks described under U.S. Government Securities.
44
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 indices 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.
Municipal Obligations
Certain 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. The 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. Private activity bonds are revenue bonds that are
issued by municipalities and other public authorities to finance development of industrial or other facilities for use by private enterprise. The private enterprise (and/or any guarantor) pays the principal and interest on the bond; the user does
not pledge its faith, credit and taxing power for repayment. The credit and quality of private activity bonds are usually tied to the credit of the corporate user of the facilities. 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.
Municipal securities can be
significantly affected by political changes as well as uncertainties in the municipal market related to taxation, legislative changes, or the rights of municipal security holders. Because many municipal securities are issued to finance similar
projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal market. In addition, changes in the financial condition of an individual municipal insurer can
affect the overall municipal market.
Original Issue Discount Securities
Certain Funds may invest in Original Issue Discount (OID) securities. OID securities are securities that have OID as defined in section 1273
of the Code and that generate OID inclusions in the holders taxable income under section 1272 of the Code. Generally, OID is the excess of a securitys stated redemption price at maturity over the issue price. OID securities
generally include any securities issued with a term exceeding one year at a discount to redemption price, including but not limited to pay-in-kind securities and zero-coupon securities. In general, for tax purposes, the amount of the OID is
treated as interest income and is included in the Funds income over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt
security. In order to satisfy a requirement for qualification for treatment as a RIC under the Code, a Fund must distribute each year at least 90% of its net investment income, including the OID accrued on OID securities. Because a Fund will
not, on a current basis, receive cash payments from the issuer of an OID security in respect of accrued OID, 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 and, further, to eliminate tax at the fund level. 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.
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Pay-in-Kind Securities
Certain Funds may invest in pay-in-kind securities. Pay-in-kind securities pay dividends or interest in the form of additional securities of the issuer, rather
than in cash. These securities are usually issued and traded at a discount from their face amounts. The amount of the discount varies depending on 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. A Fund would be required to distribute the income on these instruments as it accrues, even though the Fund will
not receive the income on a current basis or in cash. Thus, a Fund may have to sell other investments, including when it may not be advisable to do so, to make income distributions to its shareholders. The Fund would be required to distribute income
on these instruments as they accrue, even though the Fund will not receive the income on a current basis or in cash. Thus, the Fund may have to sell other investments, including when it may not be advisable to do so, to make income distributions to
its shareholders.
Preferred Stock
Certain
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.
Private Placements
Certain
Funds may invest in securities that are purchased in private placements. While private placements may offer opportunities for investment that are not otherwise available on the open market, these securities may be 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 or Subadviser 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.
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 an Adviser or Subadviser may at times play a greater role in valuing these securities than in the case of unrestricted securities.
A Fund may be deemed to be an underwriter for purposes of the Securities Act when reselling privately-issued securities to the public. As such, a Fund may be
liable to purchasers of the securities if the registration statement prepared by the issuer, or the prospectus forming a part of the registration statement, is materially inaccurate or misleading.
Privatizations
Certain Funds may participate in
privatizations. In a number of countries around the world, governments have undertaken to sell to investors interests in enterprises that the government has historically owned or controlled. These transactions are known as privatizations
and may in some cases represent opportunities for significant capital appreciation. In some cases, the ability of U.S. investors, such as the 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.
46
REITs
Certain 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 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 result in a Fund making distributions that constitute a return
of capital to Fund shareholders for federal income tax purposes, or may require a Fund to accrue and distribute income not yet received. 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
Certain 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
Certain 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. The Funds do not have percentage limitations on how much of their total assets may be invested in repurchase agreements. 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 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
47
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, for example, against a counterparty undergoing financial distress.
Reverse Repurchase
Agreements and Other Borrowings
Certain 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, 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 the 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.
Royalty Trusts
The Select Fund may invest in publicly-traded royalty trusts. Royalty trusts are special purpose investment vehicles that own the right to royalties on the
production and sale of a natural resource, such as coal, oil, gas, minerals or timber. Royalty trusts usually have no employees and no physical operations. A royalty trust will generally pay the majority of the cash it receives from its royalties
out to unitholders, such as the Select Fund. The value of a royalty trust may fluctuate in accordance with changes in the financial condition of the royalty trust, the condition of equity markets, commodity prices, production levels, demand for the
resource(s) in which a royalty trust is invested, certain expenses, deductions and costs and the distribution policies adopted by the trust. Such fluctuations could diminish the distributions paid to the Select Fund, which may lower the Select
Funds return or result in a loss. There can be no assurance that the royalty trusts in which the Select Fund may invest will pay distributions on their securities. Royalty trusts are subject to many of the same risks as MLPs. The Select Fund
will have only limited control of a royalty trust in which it has invested, and limited ability to remove or replace the trustee. To the extent that a royalty trust is concentrated in a single industry or region, the Select Fund will be exposed to
the risks of investing in such industry or region, as well as to risks related to the energy sector more generally. Rising interest rates, which would create the possibility for more competitive investments, could also adversely impact the
performance of the Funds investments in royalty trusts. The Select Fund will bear a proportionate share of the royalty trusts operating expenses.
Rule 144A Securities and Section 4(2) Commercial Paper
Certain Funds may invest in Rule 144A Securities and/or 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 an Adviser or Subadviser has determined, under
guidelines established by the Board, that the particular issue is liquid. Under the guidelines, an Adviser or Subadviser considers such factors as: (1) the frequency of the trades and quotes for a security; (2) the number of dealers
willing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades in the security.
48
Securities Lending
The Emerging Markets Opportunities Fund may lend its portfolio securities to brokers, dealers or other financial institutions under contracts calling for the
deposit by the borrower with the Funds custodian of collateral equal to at least the market value of the securities loaned, marked to market on a daily basis. The 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, the 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 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 or persons acting pursuant to the direction of the
Board.
Securities loans must be fully collateralized at all times, but involve some credit risk to the Fund if the borrower or the party (if any)
guaranteeing the loan should default on its obligation and the Fund is delayed in or prevented from recovering the collateral. 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.
Senior Loans, Loan Participations and Assignments
Certain Funds may invest in senior 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. Senior loans can include term loans, revolving credit facility
loans and second lien loans. 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 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 and liquidity risk. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. The interest rates on many senior loans
reset frequently, and thus senior loans are subject to interest rate risk. Most senior loans are not traded on any national securities exchange. Senior 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 including (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. Loans and loan participations may be transferable among financial
institutions; however, they may not have the liquidity of conventional debt securities and because they may be subject to restrictions on resale, they are potentially illiquid. The purchase or sale of loans may require the consent of a third party
or of the borrower, and although such consent is rarely withheld in practice, the consent requirement could delay a purchase or affect a Funds ability to dispose of its investments in loans in a timely fashion. Although the market for loans
and loan participations has become increasingly liquid over time, this market is still developing, and there can be no assurance that adverse developments with respect to this market or particular borrowers will not prevent a Fund from selling these
loans at their market values at a desirable time or price. To the extent a senior loan has been deemed illiquid, it will be subject to a Funds restrictions on investment
49
in illiquid securities. 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, holders of the loans, such as the Funds, may be required to indemnify the agent bank in certain circumstances.
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.
Short Sales
Certain Funds may enter into short sales of securities. To sell a security short, a Fund must borrow that security from a lender, such as a prime broker, and
deliver it to the short sale counterparty. If a Fund is unable to borrow the security it wishes to sell short at an advantageous time or price, a Funds ability to pursue its short sale strategy may be adversely affected. When closing out a
short position, a Fund will have to purchase the security it originally sold short. A Fund will realize a profit from closing out a short position if the price of the security sold short has declined since the short position was opened; a Fund will
realize a loss from closing out a short position if the value of the shorted security has risen since the short position was opened. Because there is no upper limit on the price to which a security can rise, short selling exposes a Fund to
potentially unlimited losses if it does not hold the security sold short.
While short sales can be used to further a Funds investment objective,
under certain market conditions, they can increase the volatility of a Fund and decrease the liquidity of a Fund. Under adverse market conditions, a Fund may have difficulty purchasing the securities required to meet its short sale delivery
obligations, and may have to sell portfolio securities at a disadvantageous time or price to raise the funds necessary to meet its short sale obligations. If a request to return the borrowed securities occurs at a time when other short sellers of
those same securities are receiving similar requests, a short squeeze can occur, and a Fund may be forced to replace the borrowed securities with purchases on the open market at a disadvantageous time, potentially at a cost that
significantly exceeds the original short sale proceeds originally received in selling the securities short. It is possible that the value of the a Funds long positions will decrease at the same time that the value of its short positions
increases, which could increase losses to the Select Fund.
50
Certain Funds intend to cover their short sale transactions either by segregating or earmarking liquid
assets, such that the segregated/earmarked amount, combined with any amount deposited with a broker as margin, equals the current market value of the securities underlying the short sale or by purchasing the securities underlying the short sale
transaction or call options on those securities with a strike price no higher than the price at which the security was sold. Ordinarily, a Fund will incur a fee or pay a premium to borrow securities, may also be required to pay interest and other
charges, and will have to repay the lender any dividends or interest that accrue on the security while the loan is outstanding. The amount of the premium, dividends, interest and other expenses a Fund pays in connection with the short sale will
decrease the amount of any gain from a short sale and increase the amount of any loss.
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 a Fund owns, either directly or
indirectly, and, in the case where a Fund owns convertible securities, changes in the conversion premium.
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 a 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 a 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
Certain 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 capital gains. Portfolio turnover considerations will not limit an
Advisers or Subadvisers investment discretion in managing a Funds assets. Each Fund anticipates that its portfolio turnover rates will vary significantly from time to time depending on the volatility of economic and market
conditions.
Step-Coupon Securities
Certain Funds
may invest in step-coupon securities. Step-coupon securities trade at a discount from their face value and pay coupon interest. The coupon rate is low for an initial period and then increases to a higher coupon rate thereafter. Market values of
these types of securities generally fluctuate in response to changes in interest rates to a greater degree than conventional interest-paying securities of comparable term and quality. Under many market conditions, investments in such securities may
be illiquid, making it difficult for a Fund to dispose of them or determine their current value.
Stripped Securities
Certain Funds may invest in stripped securities, which are usually structured with two or more classes that receive different proportions of the interest and
principal distribution on a pool of U.S. government or foreign government securities or mortgage assets. In some cases, one class will receive all of the interest (the interest-only or IO class), while the other class will receive 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 prepayments of principal, a Fund may fail to recoup fully its investments in IOs. Stripped securities may be illiquid. Stripped mortgage securities may be considered derivative securities. See the section
Derivative Instruments.
51
Structured Notes
Certain Funds may invest in a broad category of instruments known as structured notes. These instruments are debt obligations issued by industrial
corporations, financial institutions or governmental or international agencies. Traditional debt obligations typically obligate the issuer to repay the principal plus a specified rate of interest. Structured notes, by contrast, obligate the issuer
to pay amounts of principal or interest that are determined by reference to changes in some external factor or factors, or the principal and interest rate may vary from the stated rate because of changes in these factors. For example, the
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 Advisers analysis of the issuers creditworthiness and financial prospects, and of an 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
Certain Funds may invest in securities issued by supranational entities, such as the International Bank for Reconstruction and Development (commonly called the
World Bank), the Asian Development Bank and the Inter-American Development Bank. The governmental members of these supranational entities are stockholders that typically make capital contributions to support or promote such
entities economic reconstruction or development activities and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supranational entitys lending activities may be limited to a
percentage of its total capital, reserves and net income. There can be no assurance that the constituent governments will be able or willing to honor their commitments to those entities, with the result that the entity may be unable to pay interest
or repay principal on its debt securities, and a Fund may lose money on such investments. 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.
52
Synthetic Securities
The Senior Floating Rate and Fixed Income Fund 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 Senior Floating Rate and Fixed Income Fund 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
Certain 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 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
53
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 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, but these obligations 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 these obligations 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. 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.
S&P
downgraded its long-term sovereign credit rating on the United States from AAA to AA+ on August 5, 2011. The downgrade by S&P and other possible downgrades in the future may result in increased volatility or
liquidity risk, higher interest rates and lower prices for U.S. government securities and increased costs for all kinds of debt. The value of the Funds shares may be adversely affected by S&Ps downgrade or any future downgrades of
the U.S. governments credit rating given that the Funds may invest in U.S. government securities.
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.
The values of TIPS generally fluctuate in response to changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of TIPS. In contrast, if nominal
interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of TIPS. If inflation is lower than expected during the period a Fund holds TIPS, the Fund may earn less on the TIPS than on a
conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in TIPS may not be protected to the extent that the increase is not reflected in the bonds
inflation measure. There can be no assurance that the inflation index for TIPS will accurately measure the real rate of inflation in the prices of goods and services.
See the section Mortgage-Related Securities for additional information on these securities.
54
Variable and Floating Rate Instruments
Certain Funds may purchase variable and floating rate instruments (including senior loans, which are discussed in the section Senior 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.
When-Issued, Delayed Delivery and Forward Commitment
Securities
To reduce the risk of changes in interest rates and securities prices, certain Funds 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. An 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 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
Certain 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; the
holder generally is entitled to receive the par value of the security at maturity. 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. A Funds investment in zero-coupon securities will require the
Fund to accrue income without a corresponding receipt of cash. The Fund may be required to dispose of portfolio securities (including when not otherwise advantageous to do so) in order to obtain sufficient cash to meet its distribution requirements
for treatment as a RIC under the Code.
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, each
Adviser or Subadviser 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,
55
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 and may invest any portion of its assets in money market or other short-term high-quality instruments.
PORTFOLIO TURNOVER
Each 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 each 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 each Fund, thereby decreasing each Funds total return. High portfolio turnover also may give rise to additional taxable income for the
Funds shareholders, including through the realization of short-term capital gains which are typically taxed to shareholders at ordinary income tax rates, and therefore can result in higher taxes for shareholders that hold their shares in
taxable accounts. It is impossible to predict with certainty whether future portfolio turnover rates will be higher or lower than those experienced during past periods.
While it is impossible to predict with certainty, the Select Fund and the Senior Floating Rate and Fixed Income Fund 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 the Adviser or Subadviser believes that portfolio changes are appropriate.
Generally, the Capital Income Fund, the Emerging Markets Opportunities Fund and the Gateway International 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.
PORTFOLIO HOLDINGS INFORMATION
The Board 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. These policies are summarized below. Generally, portfolio holdings information will not be disclosed until it is first posted on the Funds website at ngam.natixis.com. Generally, full
portfolio holdings information will not be posted until it is aged for at least 15 days for the Select Fund and 30 days for the Capital Income Fund, Emerging Markets Opportunities Fund, Gateway International Fund and Senior Floating Rate and Fixed
Income Fund. A list of the Capital Income Fund, the Emerging Markets Opportunities Fund, the Select Fund and the Senior Floating Rate and Fixed Income 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 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 six days after month-end) (Capital Income Fund, Emerging Markets Opportunities Fund, Select Fund and Senior Floating Rate and Fixed Income Fund only); and FactSet
(daily disclosure of full portfolio holdings, provided the next business day);
|
56
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(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 Institutional Shareholder Services
Inc. (ISS) (Emerging Markets Opportunities Fund, Gateway International Fund, Capital Income Fund and Senior Floating Rate and Fixed Income Fund only) and Glass Lewis & Co., LLC (Capital Income Fund, Emerging Markets
Opportunities Fund and Senior Floating Rate and Fixed Income Fund only) as part of the proxy voting administration and research services, respectively, provided to the Advisers (votable portfolio holdings of issuers as of record date for shareholder
meetings);
|
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(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 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 Funds 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 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.
|
With respect to items (2) through (5) above, disclosure is made pursuant to procedures that have been approved by the Board, and may be made by
employees of each Funds Adviser, Subadviser, administrator or 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 RR
Donnelley (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; Securities Class Action Services, LLC (daily disclosure of full portfolio holdings provided the next business day) for the purpose of monitoring and processing any applicable class action lawsuits for Capital Income Fund, the
Emerging Markets Opportunities Fund and Senior Floating Rate and Fixed Income Fund; 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; Electra Information Systems, Inc. (daily disclosure of full portfolio holdings) for the purpose of performing certain electronic reconciliations of portfolio holdings of the
Capital Income Fund, the Emerging Markets Opportunities Fund and the Senior Floating Rate and Fixed Income Fund; Barclays Capital (periodic disclosure of full portfolio holdings) for the purpose of performing analytics and scenario analysis with
respect to the Capital Income Fund, the Emerging Markets Opportunities Fund and the Senior Floating Rate and Fixed Income Fund; Yield Book (periodic disclosure of full portfolio holdings) for the purpose of performing certain portfolio analytics for
the Adviser with respect to the Capital Income Fund, the Emerging Markets Opportunities Fund and the Senior Floating Rate and Fixed Income Fund; Bloomberg (daily disclosure of full portfolio holdings, provided next business day) for the purpose of
performing attribution analysis for the Capital Income Fund; Advent Software, Inc. (daily disclosure of full portfolio holdings) for the purpose of performing certain electronic reconciliations for the Select Fund; and Interactive Data Pricing and
Reference Data, Inc. (daily disclosure of portfolio holdings, provided the same business day) for the purpose of performing valuation services for the Gateway International Fund. Although the Trusts 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 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
57
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.
Other registered investment companies that are advised or sub-advised by the Funds Advisers or Subadvisers may be subject to different portfolio
holdings disclosure policies, and neither the Advisers nor the Board exercises control over such policies or disclosure. In addition, separate account clients of the Advisers or Subadvisers have access to their portfolio holdings and are not subject
to the Funds portfolio holdings disclosure policies. Some of the Funds that are advised or sub-advised by the Advisers or Subadvisers and some of the separate accounts managed by the Advisers or Subadvisers have investment objectives and
strategies that are substantially similar to the Funds, and therefore, in certain cases, nearly identical, portfolio holdings as the Funds.
In
addition, any disclosures of portfolio holdings information by a Fund or its Adviser or Subadvisers 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 and/or Subadviser or by any affiliated person
of the Adviser and/or Subadviser.
MANAGEMENT OF THE TRUSTS
Each Trust is governed by the Board, which is responsible for generally overseeing the conduct of Fund business and for protecting the interests of the
shareholders. The Trustees meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with companies that provide services to the Funds and review the Funds performance.
Trustees and Officers
The table below provides certain
information regarding the Trustees and officers of the Trusts. For 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 Trusts. The following table provides information about the
members of the Board, 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.
58
|
|
|
|
|
|
|
|
|
Name and Year of
Birth
|
|
Position(s) Held
with the Trusts,
Length of Time
Served and Term
of Office
1
|
|
Principal
Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios in Fund
Complex Overseen
2
and Other
Directorships Held
During Past 5
Years
|
|
Experience,
Qualifications,
Attributes, Skills
for
Board
Membership
|
INDEPENDENT TRUSTEES
|
|
|
|
|
|
|
|
|
|
|
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Daniel M. Cain
(1945)
|
|
Trustee
Since 1996 for Natixis Funds Trust II and since 2007 for Gateway Trust
Chairman of the Contract Review Committee
|
|
Chairman of Cain Brothers & Company, Incorporated (investment banking)
|
|
41
Director, Sheridan Healthcare Inc. (physician practice management)
|
|
Significant experience on the Board and on the board of other business organizations (including at a health care organization); 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 for Natixis Funds Trust II and Gateway Trust
Chairman of the Audit Committee; Governance Committee Member
|
|
Retired
|
|
41
None
|
|
Significant experience on the Board and on the board of other business organizations (including at investment companies); executive experience (including as treasurer of an aerospace, automotive, and metal
manufacturing corporation)
|
|
|
|
|
|
Edmond J. English
(1953)
|
|
Trustee
Since 2013 for Natixis Funds Trust II and Gateway Trust
Contract Review Committee
Member
|
|
Chief Executive Officer of Bobs Discount Furniture (retail)
|
|
41
Formerly, Director, BJs Wholesale Club (retail); formerly, Director, Citizens Financial Group (bank)
|
|
Significant experience on the board of other business organizations (including at a retail company and a bank); executive experience (including at a retail company)
|
59
|
|
|
|
|
|
|
|
|
Name and Year of
Birth
|
|
Position(s) Held
with the Trusts,
Length of Time
Served and Term
of Office
1
|
|
Principal
Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios in Fund
Complex Overseen
2
and Other
Directorships Held
During Past 5
Years
|
|
Experience,
Qualifications,
Attributes, Skills
for
Board
Membership
|
|
|
|
|
|
Wendell J. Knox
(1948)
|
|
Trustee
Since 2009 for Natixis Funds Trust II and Gateway Trust
Audit Committee
Member; Governance
Committee Member
|
|
Director (formerly, President and Chief Executive Officer) of Abt Associates Inc. (research and consulting)
|
|
41
Director, Eastern Bank (commercial bank); Director, The Hanover Insurance Group (property and casualty insurance)
|
|
Significant experience on the Board and on the board of other business organizations (including at a commercial bank and at a property and casualty insurance firm); executive experience (including roles as president
and chief executive officer of a consulting company)
|
|
|
|
|
|
Martin T. Meehan
(1956)
|
|
Trustee
Since 2012 for Natixis Funds Trust II and Gateway Trust
Contract Review Committee Member
|
|
Chancellor and faculty member, University of Massachusetts Lowell
|
|
41
None
|
|
Experience as Chancellor of the University of Massachusetts Lowell; experience on the board of other business organizations; government experience (including as a member of the U.S. House of Representatives); academic
experience
|
|
|
|
|
|
Sandra O. Moose
(1942)
|
|
Chairperson of the Board since November 2005
Trustee
Since 1993 for Natixis Funds Trust II and since 2007 for
Gateway Trust
Ex officio
member of the Audit
Committee, Contract Review Committee and Governance Committee
|
|
President, Strategic Advisory Services (management consulting)
|
|
41
Director, Verizon Communications (telecommunications company); Director, AES Corporation (international power company); formerly, Director, Rohm
and Haas Company (specialty chemicals)
|
|
Significant experience on the Board and on the board of other business organizations (including at a telecommunications company, an international power company and a specialty chemicals corporation); executive
experience (including at a management consulting company)
|
60
|
|
|
|
|
|
|
|
|
Name and Year of
Birth
|
|
Position(s) Held
with the Trusts,
Length of Time
Served and Term
of Office
1
|
|
Principal
Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios in Fund
Complex Overseen
2
and Other
Directorships Held
During Past 5
Years
|
|
Experience,
Qualifications,
Attributes, Skills
for
Board
Membership
|
|
|
|
|
|
Erik R. Sirri
(1958)
|
|
Trustee
Since 2009 for Natixis Funds Trust II and Gateway Trust
Audit Committee
Member
|
|
Professor of Finance at Babson College; formerly, Director of the Division of Trading and Markets at the Securities and Exchange Commission
|
|
41
None
|
|
Experience on the Board; experience as Director of the Division of Trading and Markets at the Securities and Exchange Commission; academic experience; training as an economist
|
|
|
|
|
|
Peter J. Smail
(1952)
|
|
Trustee
Since 2009 for Natixis Funds Trust II and Gateway Trust
Audit Committee
Member; Governance
Committee Member
|
|
Retired
|
|
41
None
|
|
Experience on the Board; 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
Contract Review Committee Member; Governance Committee
Member
|
|
Deputy Dean for Finance and Administration, Yale University School of Medicine
|
|
41
None
|
|
Significant experience on the Board; executive experience in a variety of academic organizations (including roles as dean for finance and administration)
|
INTERESTED TRUSTEES
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Blanding
3
(1947)
555 California Street
San Francisco, CA 94104
|
|
Trustee
Since 2003 for Natixis Funds Trust II and since 2007 for Gateway Trust
|
|
President, Chairman, Director and Chief Executive Officer, Loomis, Sayles & Company, L.P.
|
|
41
None
|
|
Significant experience on the Board; continuing service as President, Chairman, and Chief Executive Officer of Loomis, Sayles & Company, L.P.
|
61
|
|
|
|
|
|
|
|
|
Name and Year of
Birth
|
|
Position(s) Held
with the Trusts,
Length of Time
Served and Term
of Office
1
|
|
Principal
Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios in Fund
Complex Overseen
2
and Other
Directorships Held
During Past 5
Years
|
|
Experience,
Qualifications,
Attributes, Skills
for
Board
Membership
|
|
|
|
|
|
David L. Giunta
4
(1965)
|
|
Trustee
Since 2011 for Natixis Funds Trust II and Gateway Trust
President and Chief Executive Officer of Natixis Funds Trust II and Gateway Trust since 2008
|
|
President and Chief Executive Officer, NGAM Distribution Corporation, NGAM Advisors, L.P. and NGAM Distribution, L.P.
|
|
41
None
|
|
Experience on the Board; continuing experience as President and Chief Executive Officer of NGAM Advisors, L.P. and NGAM Distribution, L.P.
|
|
|
|
|
|
John T. Hailer
5
(1960)
|
|
Trustee
Since 2000 for Natixis Funds Trust II and since 2007 for Gateway Trust
|
|
President and Chief Executive Officer U.S. and Asia, Natixis Global Asset Management, L.P.
|
|
41
None
|
|
Significant experience on the Board; continuing experience as President and Chief Executive Officer U.S. and Asia, Natixis Global Asset Management, L.P.
|
1
|
Each trustee serves until retirement, resignation or removal from the Board. The current retirement age is 75. The position of Chairperson of the Board is appointed for a three-year term. Ms. Moose was appointed to
serve an additional three-year term as the Chairperson of the Board on December 13, 2013.
|
2
|
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).
|
3
|
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 of
Loomis, Sayles & Company, L.P. and Director of Loomis Sayles Investment Asia Pte., Ltd.
|
4
|
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 of NGAM Distribution
Corporation, NGAM Advisors, L.P. and NGAM Distribution, L.P.
|
5
|
Mr. Hailer is deemed an interested person of the Trusts because he holds the following positions with an affiliated person of the Trusts: President
and Chief Executive Officer U.S. and Asia, Natixis Global Asset Management, L.P.
|
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s) Held with the
Trusts
|
|
Term of
Office
1
and
Length of Time Served
|
|
Principal Occupation(s)
During Past 5 Years
2
|
OFFICERS OF THE TRUST
|
|
|
|
|
Coleen Downs Dinneen
(1960)
|
|
Secretary, Clerk and Chief Legal Officer
|
|
Since September 2004
|
|
Executive Vice President, General Counsel, Secretary and Clerk NGAM Distribution Corporation, NGAM Advisors, L.P. and NGAM Distribution, L.P.
|
62
|
|
|
|
|
|
|
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, NGAM Distribution Corporation, NGAM Advisors, L.P. and NGAM Distribution,
L.P.
|
Michael C. Kardok
(1959)
|
|
Treasurer, Principal Financial and Accounting Officer
|
|
Since October 2004
|
|
Senior Vice President, NGAM Advisors, L.P. and NGAM Distribution, L.P.
|
1
|
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.
|
2
|
Each person listed above holds the same position(s) with the Fund Complex. Previous positions during the past five years with NGAM Distribution, L.P., NGAM 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 is
led by the Chairperson of the Board, who is an Independent Trustee. The Board of Trustees of Gateway Trust and of Natixis Funds Trust II currently consists of twelve trustees, nine of whom are Independent Trustees. The Trustees have delegated
significant oversight authority to the three standing committees of the Trusts, the Audit Committee, the Contract Review Committee and the Governance Committee, all 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 for consideration. In
addition to the oversight performed by the committees and the Board, 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 Governance Committee reviews the Boards governance practices and procedures and recommends any appropriate changes to the full Board. The Board 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 Committee of the Trusts consists solely of Trustees who are not employees, officers or directors of NGAM Advisors, the Distributor or
their affiliates and considers matters relating to advisory, subadvisory and distribution arrangements and potential conflicts of interest between a Funds Adviser and the Trusts. During the fiscal year ended November 30, 2013, this
committee held five meetings.
The Governance Committee consists solely of Trustees who are not employees, officers or directors of NGAM Advisors, the
Distributor or their affiliates and considers matters relating to candidates for membership on the Board
63
and trustee compensation. The Governance Committee also makes nominations for Independent Trustee membership on the Board 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. Pursuant to those procedures, shareholders must submit a recommendation for nomination in a signed writing addressed to the attention of
the Board, c/o Secretary of the Funds, NGAM 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 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 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 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. 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 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 November 30, 2013, this Committee held four meetings.
The current membership of each committee is as follows:
|
|
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|
|
Audit Committee
|
|
Contract Review Committee
|
|
Governance Committee
|
Kenneth A. Drucker Chairman
|
|
Daniel M. Cain Chairman
|
|
Kenneth A. Drucker
|
Wendell J. Knox
|
|
Edmond J. English
|
|
Wendell J. Knox
|
Erik R. Sirri
|
|
Martin T. Meehan
|
|
Peter J. Smail
|
Peter J. Smail
|
|
Cynthia L. Walker
|
|
Cynthia L. Walker
|
As chairperson of the Board, Ms. Moose is an
ex officio
member of all three committees.
The 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.
64
Periodically, Fund officers provide the full Board with an overview of the enterprise risk assessment program in
place at NGAM 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, Subadvisers, transfer agents and the
custodian, periodically provide Fund management and/or the Board with information about their risk assessment programs and/or the risks arising out of their activities. The scope and frequency of these reports vary. Fund officers also communicate
with the Trustees between meetings regarding material exceptions and other items germane to the 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, 2013, the Trustees had the following ownership in the following Funds:
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range
of Fund
Shares
1
|
|
Daniel M.
Cain
2
|
|
Kenneth A.
Drucker
|
|
Edmond J.
English
|
|
Wendell J.
Knox
2
|
|
Martin T.
Meehan
|
|
Sandra O.
Moose
|
|
Erik R.
Sirri
|
|
Peter J.
Smail
|
|
Cynthia L.
Walker
2
|
Capital Income Fund
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
|
|
|
|
|
|
|
|
|
Emerging Markets Opportunities Fund
3
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
|
|
|
|
|
|
|
|
|
Gateway International Fund
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
|
|
|
|
|
|
|
|
|
Select Fund
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
|
|
|
|
|
|
|
|
|
Senior Floating Rate and Fixed Income Fund
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
|
|
|
|
|
|
|
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Aggregate Dollar Range of Fund Shares in All Funds Overseen by Trustee in the Fund Complex
|
|
E
|
|
E
|
|
E
|
|
E
|
|
E
|
|
E
|
|
E
|
|
E
|
|
E
|
65
B. $1 10,000
C. $10,001 $50,000
D.
$50,001 $100,000
E. over $100,000
2
|
Amounts include economic value of notional investments held through the deferred compensation plan.
|
3
|
As of December 31, 2013, the Emerging Markets Opportunities Fund had not yet publicly offered its shares and therefore the Trustees had not yet owned shares of the Fund.
|
Interested Trustees
|
|
|
|
|
|
|
Dollar Range of Fund Shares
1
|
|
Robert J. Blanding
|
|
David L. Giunta
|
|
John T. Hailer
|
Capital Income Fund
|
|
A
|
|
A
|
|
A
|
|
|
|
|
Emerging Markets Opportunities Fund
2
|
|
A
|
|
A
|
|
A
|
|
|
|
|
Gateway International Fund
|
|
A
|
|
A
|
|
A
|
|
|
|
|
Select Fund
|
|
A
|
|
A
|
|
A
|
|
|
|
|
Senior Floating Rate and Fixed Income Fund
|
|
A
|
|
A
|
|
A
|
|
|
|
|
Aggregate Dollar Range of Fund Shares in Funds Overseen by Trustee in the Trusts
|
|
E
|
|
E
|
|
E
|
B. $1 10,000
C. $10,001 $50,000
D.
$50,001 $100,000
E. over $100,000
2
|
As of December 31, 2013, the Emerging Markets Opportunities Fund had not yet publicly offered its shares and therefore the Trustees had not yet owned shares of the Fund.
|
Trustee Fees
The Trusts pay no compensation to their
officers or to Trustees who are employees, officers or directors of NGAM Advisors, the Distributor, or their affiliates.
Effective January, 1 2014,
the Chairperson of the Board receives a retainer fee at the annual rate of $300,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Each Trustee who is not an
employee, officer or director of NGAM Advisors, the Distributor or their affiliates (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $130,000. Each Trustee who is not an employee, officer or director of
NGAM Advisors, the Distributor or their affiliates also receives a meeting attendance fee of $10,000 for each meeting of the Board that he or she attends in person and $5,000 for each meeting of the Board that he or she attends telephonically. In
addition, each committee chairman (except for the chairman of the Governance Committee) receives an additional retainer fee at the annual rate of $17,500. Each Contract Review Committee and Audit 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. 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 November 30, 2013. The table also sets forth, as applicable, pension or retirement benefits accrued as part of fund expenses, as well as
estimated annual retirement benefits:
66
Compensation Table
For the Fiscal Year Ended November 30, 2013
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|
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|
|
|
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|
|
|
|
|
|
|
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Aggregate
Compensation
from Natixis
Funds Trust II
1
|
|
|
Aggregate
Compensation
from Gateway
Trust
2
|
|
|
Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
|
|
|
Estimated
Annual
Benefits Upon
Retirement
|
|
|
Total
Compensation
from the
Fund
Complex
3
|
|
INDEPENDENT TRUSTEES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles D. Baker
4
|
|
$
|
19,425
|
|
|
$
|
11,208
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
140,250
|
|
Daniel M. Cain
|
|
$
|
20,346
|
|
|
$
|
12,140
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
150,375
|
|
Kenneth A. Drucker
|
|
$
|
21,709
|
|
|
$
|
12,368
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
155,375
|
|
Edmond J. English
5
|
|
$
|
20,788
|
|
|
$
|
11,435
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
145,250
|
|
Wendell J. Knox
|
|
$
|
20,788
|
|
|
$
|
11,435
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
145,250
|
|
Martin T. Meehan
|
|
$
|
20,788
|
|
|
$
|
11,435
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
145,250
|
|
Sandra O. Moose
|
|
$
|
12,602
|
|
|
$
|
21,469
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
213,750
|
|
Erik R. Sirri
|
|
$
|
20,788
|
|
|
$
|
11,435
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
145,250
|
|
Peter J. Smail
|
|
$
|
20,788
|
|
|
$
|
11,435
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
145,250
|
|
Cynthia L. Walker
|
|
$
|
20,788
|
|
|
$
|
11,435
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
145,250
|
|
INTERESTED TRUSTEES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Blanding
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
David L. Giunta
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
John T. Hailer
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
1
|
Amounts include payments deferred by Trustees for the fiscal year ended November 30, 2013, with respect to the Trusts. The total amount of deferred compensation accrued for Natixis Funds Trust II as of
November 30, 2013 for the Trustees is as follows: Cain $93,709, English $21,802, Knox $107,912, Meehan $17,647, Sirri $86,039 and Walker $119,617.
|
2
|
Amounts include payments deferred by Trustees for the fiscal year ended November 30, 2013, with respect to the Trusts. The total amount of deferred compensation accrued for Gateway Trust as of November 30,
2013 for the Trustees is as follows: Cain $16,320, English $11,987, Knox $60,780, Meehan $9,895, Sirri $46,515 and Walker $76,565.
|
3
|
Total Compensation represents amounts paid during the fiscal year ended November 30, 2013 to a Trustee for serving on the Board of seven (7) trusts with a total of forty-one (41) funds as of
November 30, 2013.
|
4
|
Mr. Baker resigned from the Board of Trustees effective December 31, 2013.
|
5
|
Mr. English was appointed as a trustee effective January 1, 2013.
|
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 had 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 March 3, 2014
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 on public file with, and are available from the SECs EDGAR database which can be
accessed through www.sec.gov.
Proxy Voting Policies
The Board of the Funds has adopted 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.
67
Information regarding how the Funds voted proxies related to their portfolio securities during the 12-month
period ending June 30, 2013 is available without charge (i) by calling toll-free at 800-225-5478, (ii) through the Funds websites, ngam.natixis.com and www.loomissayles.com, and (iii) on the SECs website at
www.sec.gov. Because the Emerging Markets Opportunities Fund had not yet publicly offered its shares during the 12-month period ending June 30, 2013, information regarding how the Fund voted proxies is not available. Following the
Funds first year of operations, information regarding how the Fund voted proxies related to its portfolio securities will be available without charge by calling the phone number or visiting the websites noted above.
NGAM Advisors.
Generally, proxy voting responsibilities and authority are delegated to the Select Funds Subadviser.
Gateway.
Under the Guidelines, the responsibility for voting proxies generally is delegated to Gateway. Under the Guidelines, decisions regarding the
voting of proxies are to be made solely in the interest of the Fund and its shareholders. Gateway shall exercise its fiduciary responsibilities to vote proxies with respect to the Funds investments that are managed by Gateway in a prudent
manner in accordance with the Guidelines and the proxy voting policies of Gateway. Proposals that, in the opinion of Gateway, are in the best interests of shareholders are generally voted for and proposals that, in the judgment of
Gateway, are not in the best interests of shareholders are generally voted against. Gateway is responsible for maintaining certain records and reporting to the Audit Committee of the Trusts in connection with the voting of proxies.
Gateway shall make available to the Fund and the Funds administrator the records and information maintained by Gateway under the Guidelines.
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 and International 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 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. 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 Gateway may determine that the loss of investment flexibility resulting from share blocking outweighs the benefit to be gained voting.
|
Loomis Sayles.
The Board of the Funds has adopted the Proxy Voting Policy and Procedures (the Procedures) for the voting of proxies for
securities held by the Funds advised by Loomis Sayles. Under the Procedures, the responsibility for voting proxies generally is delegated to Loomis Sayles, the investment adviser. Decisions regarding the voting of proxies shall be made solely in the
interest of such Funds and their shareholders. Loomis Sayles shall exercise its fiduciary responsibilities to vote proxies with respect to a Funds investments that are managed by Loomis Sayles in a prudent manner in accordance with the
Procedures and the proxy voting policies of Loomis Sayles. Proposals that, in the opinion of Loomis Sayles, are in the best interests of shareholders are generally voted for and proposals that, in the judgment of Loomis Sayles, are not
in the best interests of shareholders are generally voted against. Loomis Sayles is responsible for maintaining certain records and reporting to the Audit Committee of the Trusts in connection with the voting of proxies. Upon request for
reasonable periodic review as well as annual reporting to the SEC, Loomis Sayles shall make available to each such Fund, or NGAM Advisors, each such Funds administrator, the records and information maintained by Loomis Sayles under the
Procedures.
68
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 advised by Loomis Sayles 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 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) advised by Loomis Sayles 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 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.
69
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.
INVESTMENT ADVISORY AND OTHER SERVICES
Information About the Organization and Ownership of the Advisers and Subadvisers
NGAM Advisors
, formed in 1995, is a limited partnership indirectly 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 13 principal subsidiary or affiliated asset management firms of Natixis US collectively had $419
billion in assets under management or administration as of December 31, 2013.
Gateway Investment Advisers, LLC,
located at 312 Walnut
Street, 35
th
Floor, Cincinnati, Ohio 45202, serves as Adviser to the Gateway International 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 $12.5 billion in assets under management as of December 31, 2013. The Adviser makes investment
decisions for the Gateway International Fund.
Loomis, Sayles & Company, L.P.,
located at One Financial Center, Boston, Massachusetts,
02111, serves as Adviser to the Capital Income Fund, the Emerging Markets Opportunities Fund and the Senior Floating Rate and Fixed Income Fund and is a subsidiary of Natixis US. 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 each of the Capital Income Fund and the Senior Floating Rate and Fixed Income Fund portfolios 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 $199.8 billion in assets under management as of December 31,
2013.
Vaughan Nelson Investment Management, Inc.,
was formed in 1970 and provides investment advisory services to foundations, university
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 US owns the entire limited
partnership interest in Vaughan Nelson. Vaughan Nelson had approximately $10.3 billion in assets under management as of December 31, 2013.
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 Trusts 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.
70
The Funds 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, 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, Subadviser or their 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 N 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 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 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 may be terminated without penalty by vote of the Board 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 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 by the Subadviser. Subject to the review of the Board, the Adviser
monitors the Subadviser to assure that the Subadviser is managing the 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. The Adviser will provide, or cause the Funds custodian to provide, information to the Subadviser regarding the composition of assets of the applicable Fund
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.
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 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
71
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, including a majority of the Independent Trustees of the Trusts.
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 Trusts 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 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, 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.
72
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 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 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 shown below:
Capital Income Fund, Gateway International Fund and Select Fund
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
%
|
(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 Prospectus in the section How Sales Charges Are Calculated.
|
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
(% 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 C
|
|
|
None
|
|
|
|
1.00
|
%
|
|
|
0.00
|
%
|
|
|
1.00
|
%
|
73
Emerging Markets Opportunities Fund
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Prospectus in the section How Sales Charges Are Calculated.
|
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
(% 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 C
|
|
|
none
|
|
|
|
1.00
|
%
|
|
|
0.00
|
%
|
|
|
1.00
|
%
|
Senior Floating Rate and Fixed Income Fund
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
3.50
|
%
|
|
|
3.00
|
%
|
|
|
0.25
|
%
|
|
|
3.25
|
%
|
$100,000 $249,999
|
|
|
3.00
|
%
|
|
|
2.70
|
%
|
|
|
0.25
|
%
|
|
|
2.95
|
%
|
$250,000 $499,999
|
|
|
2.25
|
%
|
|
|
1.95
|
%
|
|
|
0.25
|
%
|
|
|
2.20
|
%
|
$500,000 $999,999
|
|
|
1.75
|
%
|
|
|
1.45
|
%
|
|
|
0.25
|
%
|
|
|
1.70
|
%
|
|
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 Prospectus in the section How Sales Charges Are Calculated.
|
74
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
(% 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 C
|
|
|
None
|
|
|
|
1.00
|
%
|
|
|
0.00
|
%
|
|
|
1.00
|
%
|
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. 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 directly or indirectly by the Funds (with the exception of Class N shares, which do not bear such expenses) 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; such payments will not be made with respect to Class N shares. 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 or reimbursed 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, C and Y 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
Distributor intends that 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 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
75
ranging from 0.05% to 0.35% 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.
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 period ended November 30, 2013 were allocated as follows:
|
|
|
|
|
NATIXIS FUNDS TRUST II
1
|
|
|
|
|
Total commissions on sales of Class A shares
|
|
$
|
566,089
|
|
Amount reallowed to other securities dealers
|
|
$
|
491,768
|
|
Amount retained by Distributor
|
|
$
|
74,321
|
|
|
|
Total CDSCs on redemptions of Classes A and C shares
|
|
$
|
45,164
|
|
Amount retained by Distributor
|
|
$
|
45,164
|
|
1
|
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.
|
|
|
|
|
|
GATEWAY TRUST
1
|
|
|
|
|
Total commissions on sales of Class A shares
|
|
$
|
7,233
|
|
Amount reallowed to other securities dealers
|
|
$
|
6,222
|
|
Amount retained by Distributor
|
|
$
|
1,011
|
|
|
|
Total CDSCs on redemptions of Classes A and C shares
|
|
$
|
332
|
|
Amount retained by Distributor
|
|
$
|
332
|
|
1
|
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.
|
OTHER
ARRANGEMENTS
Administrative Services
NGAM 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, NGAM 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.
76
For these services, NGAM Advisors received the following fees from the Funds for the fiscal year ended
November 30, 2013:
|
|
|
|
|
Fund
|
|
2013 Fees
|
|
Capital Income Fund
|
|
$
|
9,894
|
|
Gateway International Fund
|
|
$
|
13,316
|
|
Select Fund
|
|
$
|
7,499
|
|
Senior Floating Rate and Fixed Income Fund
|
|
$
|
320,435
|
|
As of November 30, 2013, the Emerging Markets Opportunities Fund had not yet publicly offered its shares and
thus had not paid any administrative services fees.
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.
Transfer Agency Services
Pursuant to a contract between the Trusts, on behalf of the Funds, and Boston Financial Data Services, Inc.
(Boston Financial or the Transfer Agent), whose principal business address is 2000 Crown Colony Drive, Quincy, Massachusetts 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,
located at 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 Funds
Ropes & Gray LLP, located at
Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199, serves as counsel to the Funds.
PORTFOLIO MANAGEMENT INFORMATION
Portfolio Managers Management of Other Accounts
As of November 30, 2013 (February 28, 2014 for the Emerging Markets Opportunities Fund), 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.
77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
Dennis G. Alff
|
|
|
5
|
|
|
$1.2
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
3
|
|
|
$151
million
|
|
|
0
|
|
|
$0
|
|
|
260
|
|
|
$5
billion
|
|
|
1
|
|
|
$382
million
|
Daniel M. Ashcraft
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
|
$0
|
|
|
|
1
|
|
|
$4.9
million
|
|
|
0
|
|
|
$0
|
|
|
2
|
|
|
$0.1
million
|
|
|
0
|
|
|
$0
|
Arthur J. Barry
|
|
|
6
|
|
|
$3.0
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
1
|
|
|
$181.6
billion
|
|
|
0
|
|
|
$0
|
|
|
116
|
|
|
$3.1
billion
|
|
|
0
|
|
|
$0
|
John R. Bell
|
|
|
1
|
|
|
$1.4
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
5
|
|
|
$3.4
billion
|
|
|
2
|
|
|
$360.1
million
|
|
|
11
|
|
|
$10.2
million
|
|
|
0
|
|
|
$0
|
Michael T. Buckius
|
|
|
7
|
|
|
$10.5
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
1
|
|
|
$4.9
million
|
|
|
0
|
|
|
$0
|
|
|
22
|
|
|
$1.4
billion
|
|
|
0
|
|
|
$0
|
Elisabeth Colleran
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
|
$0
|
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
5
|
|
|
$1.8
million
|
|
|
0
|
|
|
$0
|
Chad D. Fargason
|
|
|
5
|
|
|
$1.2
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
3
|
|
|
$151
million
|
|
|
0
|
|
|
$0
|
|
|
260
|
|
|
$5
billion
|
|
|
1
|
|
|
$382
million
|
Peter A. Frick
|
|
|
1
|
|
|
$25.3
million
|
|
|
0
|
|
|
|
$0
|
|
|
|
10
|
|
|
$462.4
million
|
|
|
0
|
|
|
$0
|
|
|
5
|
|
|
$48.3
million
|
|
|
0
|
|
|
$0
|
Daniel J. Fuss
|
|
|
15
|
|
|
$54.8
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
4
|
|
|
$2.6
billion
|
|
|
0
|
|
|
$0
|
|
|
161
|
|
|
$21.5
billion
|
|
|
2
|
|
|
$356.6
million
|
Warren N. Koontz
|
|
|
7
|
|
|
$3.3
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
1
|
|
|
181.6
million
|
|
|
0
|
|
|
$0
|
|
|
101
|
|
|
$3.1
billion
|
|
|
0
|
|
|
$0
|
Peter N. Marber
|
|
|
1
|
|
|
$25.3
million
|
|
|
0
|
|
|
|
$0
|
|
|
|
10
|
|
|
$462.4
million
|
|
|
0
|
|
|
$0
|
|
|
1
|
|
|
$46.0
million
|
|
|
0
|
|
|
$0
|
Kevin J. Perry
|
|
|
1
|
|
|
$1.4
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
5
|
|
|
$3.4
billion
|
|
|
2
|
|
|
$360.1
million
|
|
|
13
|
|
|
$9.7
million
|
|
|
0
|
|
|
$0
|
David W. Rolley
|
|
|
6
|
|
|
$2.8
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
43
|
|
|
$7.9
billion
|
|
|
1
|
|
|
$308.7
million
|
|
|
86
|
|
|
$23.9
billion
|
|
|
8
|
|
|
$2.5
billion
|
Edgardo Sternberg
|
|
|
1
|
|
|
$25.3
million
|
|
|
0
|
|
|
|
$0
|
|
|
|
10
|
|
|
$462.4
million
|
|
|
0
|
|
|
$0
|
|
|
13
|
|
|
$47.3
million
|
|
|
0
|
|
|
$0
|
Kenneth H. Toft
|
|
|
7
|
|
|
$10.5
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
1
|
|
|
$4.9
million
|
|
|
0
|
|
|
$0
|
|
|
15
|
|
|
$256.9
million
|
|
|
0
|
|
|
$0
|
Chris D. Wallis
|
|
|
7
|
|
|
$2.1
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
3
|
|
|
$151
million
|
|
|
0
|
|
|
$0
|
|
|
260
|
|
|
$5
billion
|
|
|
1
|
|
|
$382
million
|
Scott J. Weber
|
|
|
7
|
|
|
$2.1
billion
|
|
|
0
|
|
|
|
$0
|
|
|
|
3
|
|
|
$151
million
|
|
|
0
|
|
|
$0
|
|
|
260
|
|
|
$5
billion
|
|
|
1
|
|
|
$382
million
|
Material Conflicts of Interest
Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds and other accounts
managed by 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 Investments Managed by the Advisers and/or Subadvisers 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.
78
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
November 30, 2013 (March 3, 2014 for the Emerging Markets Opportunities Fund):
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. Messrs. Buckius and Toft are parties to employment agreements that provide for automatic renewals for successive one-calendar-year periods and, among other things, a specified base salary, retention incentives, and certain
undertakings not to compete with the Adviser or solicit its clients. 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.
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 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 Chief Investment Officer (CIO) and senior management. The CIO and senior management evaluate these other factors annually.
While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for fixed-income managers is
measured by comparing the performance of Loomis Sayles 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 external benchmark used for the
investment style utilized by the Fund is noted below. The customized peer group is created by Loomis Sayles and is made up of institutional managers in the particular investment style. A managers relative performance for the past five years,
or seven years for some products, is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, Loomis Sayles analyzes the five or seven year performance on a rolling three-year basis. If a manager is
responsible for more than one product, the rankings of each product are weighted based on relative revenue size of accounts represented in each product.
Loomis Sayles uses both an external benchmark and a customized peer group as a point of comparison for fixed-income manager performance because it believes
they represent an appropriate combination of the competitive fixed-income product universe and the investment styles offered by Loomis Sayles.
The
external benchmarks used for the investment style utilized for the Funds are noted below:
|
|
|
FUND
|
|
MANAGER BENCHMARK
|
Loomis Sayles Capital Income Fund
|
|
S&P
500
®
Index
Russell 1000
®
Value Index
|
Loomis Sayles Emerging Markets Opportunities Fund
|
|
Barclays Emerging Markets USD Aggregate Bond Index 10% Country Capped
|
Loomis Sayles Senior Floating Rate and Fixed Income Fund
|
|
S&P/LSTA Leveraged Loan Index
|
General
Mutual
funds are not included in Loomis Sayles composites, so unlike other managed accounts, fund performance and asset size do not directly contribute to the compensation calculation. However, each fund managed by Loomis Sayles employs strategies
endorsed by Loomis Sayles 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.
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Loomis Sayles has developed and implemented two distinct long-term incentive plans to attract and retain
investment talent. The 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; and
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participation is contingent upon signing an award agreement, which includes a non-compete covenant.
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The
second plan is similar to the first, 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
are no post-retirement payments or non-compete covenants.
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 3, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).
Vaughan Nelson
. The compensation program at Vaughan Nelson is designed to align the interests of portfolio management professionals with the interests
of clients and Vaughan Nelson by retaining top-performing employees and creating incentives to enhance Vaughan Nelsons long-term success.
Compensation of portfolio management professionals includes a fixed base salary, a variable bonus and deferral plan and a contribution to the firms
retirement plan.
All portfolio management professionals (at the discretion of the Compensation Committee of the Vaughan Nelson Board) participate in the
variable bonus and deferral plan component which, as a whole, is based upon a percentage of Vaughan Nelsons net profit. Each portfolio management professionals participation in the variable bonus and deferral plan is based upon many
factors, including but not limited to:
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Performance of the strategy managed (both absolute and relative to peers);
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Amount of revenue derived from the strategy managed;
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Contribution to the development and execution of the firms investment philosophy and process; and
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Participation and effectiveness in performing client service activities and marketing initiatives.
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The degree
to which any one factor influences participation in the bonus pool will vary between individuals and over time. A portion of the variable bonus is subject to deferral and each participant has the option to invest the deferral into Vaughan Nelson
managed product(s) while it vests. Each years deferral is paid out over a period of three years. Payments are conditioned upon compliance with non-compete and non-solicitation arrangements.
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 Select Fund and any other accounts managed.
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Portfolio Managers Ownership of Fund Shares
As of November 30, 2013, (February 28, 2014 for the Emerging Markets Opportunities Fund), the portfolio managers had the following ownership in the Funds:
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Name of Portfolio
Manager
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Fund(s) Managed
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Dollar Range of Equity
Securities Invested*
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Dennis G. Alff
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Select Fund
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A
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Daniel M. Ashcraft
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Gateway International Fund
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C
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Arthur J. Barry
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Capital Income Fund
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E
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John R. Bell
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Senior Floating Rate and Fixed Income Fund
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E
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Michael T. Buckius
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Gateway International Fund
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D
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Elisabeth Colleran
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Emerging Markets Opportunities Fund
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A
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Chad D. Fargason
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Select Fund
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E
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Peter A. Frick
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Emerging Markets Opportunities Fund
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A
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Daniel J. Fuss
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Capital Income Fund
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A
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Warren N. Koontz
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Capital Income Fund
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E
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Peter N. Marber
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Emerging Markets Opportunities Fund
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A
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Kevin J. Perry
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Senior Floating Rate and Fixed Income Fund
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G
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David W. Rolley
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Emerging Markets Opportunities Fund
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A
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Edgardo Sternberg
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Emerging Markets Opportunities Fund
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A
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Kenneth H. Toft
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Gateway International Fund
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E
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Chris D. Wallis
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Select Fund
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E
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Scott J. Weber
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Select Fund
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E
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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
There are various reasons why a portfolio manager may not own shares of the Fund(s). 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.
Allocation of Investment Opportunity among the Funds and Other Investments Managed by the Advisers
and/or Subadvisers; Cross Relationships of Officers and Trustees
Gateway.
Gateway may in the future manage other accounts using investment
strategies similar to that of the Gateway International 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 International 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
International 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 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.
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)
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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.
Vaughan Nelson.
In addition to managing the Select Fund, Vaughan Nelson
serves as investment adviser to foundations, university endowments, corporate retirement plans and family/individual 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.
PORTFOLIO 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 Board, 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.
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.
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).
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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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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.
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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 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.
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 its 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
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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, 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 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
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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 Capital Income Fund, the Emerging Markets Opportunities Fund and the Senior Floating Rate and
Fixed Income Fund may pay a broker-dealer an amount of commission for effecting a transaction for the Capital Income Fund, the Emerging Markets Opportunities Fund and the Senior Floating Rate and Fixed Income Fund in excess of the amount of
commission another broker-dealer would have charged for effecting that transaction if Loomis Sayles determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research products or services
received, either in terms of the particular transaction or Loomis Sayles overall responsibility to discretionary accounts.
Loomis Sayles may use
soft dollars to acquire brokerage or research products and services that have potential application to all client accounts, including the Capital Income Fund, the Emerging Markets Opportunities Fund and the Senior Floating Rate and Fixed Income
Fund, 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 Capital Income Fund, the Emerging Markets
Opportunities Fund and the Senior Floating Rate and Fixed Income Fund. The products or services may not be used in connection with the management of some of the accounts, including the Capital Income Fund, the Emerging Markets Opportunities Fund and
the Senior Floating Rate and Fixed Income Fund, that paid commissions to the broker or dealer providing the products or services and may be used in connection with the management of other accounts.
Loomis Sayles use of soft dollars to acquire brokerage and research products and services benefits Loomis Sayles by allowing it to obtain such products
and services without having to purchase them with its own assets. Loomis Sayles believes that its use of soft dollars also benefits the Capital Income Fund, the Emerging Markets Opportunities Fund and the Senior Floating Rate and Fixed Income Fund,
as described above. However, conflicts may arise between the Capital Income Funds, the Emerging Markets Opportunities Funds and the Senior Floating Rate and Fixed Income 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.
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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.
Vaughan Nelson
In placing orders for the purchase and
sale of securities for the Select Fund, 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.
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 Fund. 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 the Select Fund, Vaughan Nelson may cause the Select 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 Select 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 Natixis Funds Trust II and its other clients. Vaughan Nelsons authority to cause the Select Fund to pay
such greater commissions is also subject to such policies as the trustees of Natixis Funds Trust II may adopt from time to time.
General
Subject to procedures adopted by the Board, the Funds brokerage transactions may be executed by brokers that are affiliated with Natixis US
or the 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 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.
DESCRIPTION OF THE TRUSTS
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 permit the Board 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 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 Board 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 to charge shareholders directly for custodial, transfer agency and servicing expenses.
The shares of the Funds are divided into four classes: Class A, Class C, Class N 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, Class C and Class N shares. All expenses of the Funds (including advisory fees) are borne by its Class A, Class C, Class
N 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. Transfer agency fees for Class A, Class C, and Class Y shares of
the Fund are borne on a pro rata basis. Class N transfer agency fees are borne directly by that 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 Board, 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 Board 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 may also without shareholder approval terminate the Trusts or Funds upon written notice to their shareholders.
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VOTING RIGHTS
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 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 each Trusts 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, 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.
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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 Board 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 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 the Trusts have considered this possible liability and approved the use of the combined prospectus for Funds of the Trusts.
HOW TO BUY SHARES
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 or the Funds custodian bank.
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.
Shareholders, other than
Class N shareholders, may also use Natixis Funds Personal Access Line
®
(800-225-5478, press 1) or Natixis Funds website (ngam.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 NGAM Advisors may purchase, at NAV, Class A shares of Natixis Funds that do not offer Class Y shares.
Class N shares may be purchased only by employer-sponsored retirement plans, which include 401(k) plans, 457 plans, 401(a) plans (including profit-sharing and
money purchase pension plans), 403(b) and 403(b)(7) plans, defined benefit plans, non-qualified deferred compensation plans, Taft Hartley multi-employer plans and retiree health benefit plans. Such shares are not eligible to be purchased, exchanged
or redeemed through the website or through the Personal Access Line
®
.
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.
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REDEMPTIONS
The procedures for redemption of shares of a Fund are summarized in its Prospectus. 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 STAMP2000 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. As noted above, Class N shares are not eligible to be redeemed through the website or through the Personal Access Line
®
. 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 ngam.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.
90
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 shares are not redeemed within one year of the death, they will remain subject to the applicable CDSC when redeemed from the transferees account. If the account is transferred to a new
registration and then a redemption is requested, the applicable CDSC will be charged.
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 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 NGAM Advisors
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 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.
91
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 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.
SHAREHOLDER SERVICES
Class N shares are offered exclusively through intermediaries (who will be the record owner of such shares), are intended primarily for
employer-sponsored retirement plans held in an omnibus fashion, and are not available for purchase by individual investors. Class N shares are not eligible to be purchased, exchanged or redeemed through the website or through the Personal Access
Line
®
.
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. In the case of Class N and Class Y shares, there is no investment minimum and no dollar requirement for regular monthly checks. (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 ngam.natixis.com.
92
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.
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 N and 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, your investment dealer or by visiting the Funds website at www.ngam.natixis.com. 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.
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.
93
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 based upon the selected Funds NAV (without a sales charge or
CDSC) determined as of the close of regular trading on the NYSE on the ex-dividend date for each dividend or distribution. A dividend diversification account must be registered to the same shareholder as the distributing Fund account and, if a new
account in the 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, Class C, Class N and Class Y 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 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 ngam.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. 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.
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, children, 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. 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.
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
94
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. 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. 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.
Class A or Class Y shares of the Fund held in an omnibus
fashion by employer-sponsored retirement plans may be exchanged for Class N shares of the same Fund but must be held in omnibus position in Class N. See the section How to Buy Shares. Any account with an outstanding CDSC liability will
be assessed the CDSC before converting to Class N shares. 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 share 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 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 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. Exchanges may be processed on any day of the month (or
the first business day thereafter if the exchange date is not a business day) until the account is exhausted or until Boston Financial is notified in writing or by calling Natixis Funds at 800-225-5478 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 ngam.natixis.com.
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.
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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 (All Classes
Except Class N)
Natixis Funds shareholders may access account information, including share balances and recent account activity online, by
visiting our website at ngam.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 ngam.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 ngam.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
®
.
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.
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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.
You agree to immediately notify Natixis Funds if any of the
following occurs:
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1.
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You do not receive confirmation of a transaction submitted via the internet or telephonically within five (5) business days.
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2.
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You receive confirmation of a transaction of which you have no knowledge and which was not initiated or authorized by you.
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3.
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You transmit a transaction for which you do not receive a confirmation number.
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4.
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You have reason to believe that others may have gained access to your personal identification number (PIN) or other personal data.
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5.
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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.
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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.
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.
97
NET ASSET VALUE
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. Fund securities and other investments are valued at market value based on market quotations obtained or determined by independent
pricing services recommended by the Adviser and Subadviser and approved by the Board of Trustees. Fund securities and other investments for which market quotations are not readily available are valued at fair value as determined in good faith by the
Adviser or Subadviser pursuant to procedures approved by the Board of Trustees, as described below. Market value is determined as follows:
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Equity securities (including closed-end investment companies and exchange-traded funds), exchange traded notes, rights, and warrants
last sale price quoted on the exchange or market where traded most
extensively or, if there is no reported sale during the day, the closing bid quotation as reported by an independent pricing service. 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 quotations on the applicable NASDAQ Market. In some foreign markets, an official close price and a last sale price may be available from the foreign
exchange or market. In those cases, the official close price is used. Valuations from foreign markets are subject to the Funds fair value policies described below. If a right is not traded on any exchange, its value is based on the market
value of the underlying security, less the cost to subscribe to the underlying security (e.g., to exercise the right), adjusted for the subscription ratio. If a warrant is not traded on any exchange, a price is obtained from a broker-dealer.
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Debt Securities (other than short-term obligations purchased with an original or remaining maturity of sixty days or less) and unlisted equity securities
evaluated bids furnished to a Fund by an
independent pricing service using market information, transactions for comparable securities and various relationships between securities, if available, or bid prices obtained from broker-dealers.
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Senior Loans
bid prices supplied by an independent pricing service, if available, or bid prices obtained from broker-dealers.
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Short-Term Obligations (purchased with an original or remaining maturity of 60 days or less)
amortized cost (which approximates market value).
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Bilateral Swaps
bilateral credit default swaps are valued based on mid prices (between the bid price and the ask price) supplied by an independent pricing service. Bilateral interest rate swaps are valued
based on prices supplied by an independent pricing service. If prices from an independent pricing service are not available, prices from a broker-dealer may be used.
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Centrally Cleared Swaps
settlement prices of the clearinghouse on which the contracts were traded or prices obtained from broker-dealers.
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Options
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. Option contracts on
domestic indices shall be priced at the average of the closing bid and ask quotations as of the close of trading on the Chicago Board Options Exchange. Option contracts on international indices shall be priced at the most recent settlement price.
Options on futures contracts are valued using the current settlement price on the exchange on which, over time, they are traded most extensively. Other exchange-traded options are valued at the average of the closing bid and ask quotations on the
exchange on which, over time, they are traded most extensively. Over-the-counter (OTC) international index options are valued at the most recent settlement prices supplied by an independent pricing service as of the close of the local
market. Swaptions, OTC currency options and OTC options on exchange-traded funds (ETFs) are priced at the mid price (between the bid price and the ask price) supplied by an independent pricing service, if available. Other OTC options
contracts (including international index options, swaptions, currency options and options on ETFs not priced through an independent pricing service) are valued based on quotations obtained from broker-dealers.
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Futures
current settlement price on the exchange on which the Adviser or Subadviser believes that, over time, they are traded most extensively.
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Forward Foreign Currency Contracts
interpolated rates determined based on information provided by an independent pricing service.
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Foreign denominated assets and liabilities are translated into U.S. dollars based upon foreign exchange rates supplied by an independent pricing service. Fund
securities and other investments for which market quotations are not readily available are valued at fair value as determined in good faith by the Adviser or Subadviser pursuant to procedures approved by the Board of Trustees. A Fund may also value
securities and other investments at fair value in other circumstances such as when extraordinary events occur after the close of a foreign 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). When fair valuing its securities or other investments, each Fund may, among other things, use modeling tools or other processes that may take into account factors such as securities or other market activity and/or
significant events that occur after the close of the foreign market and before the time a Funds NAV is calculated. Fair value pricing may require subjective determinations about the value of a security, and fair values used to determine a
Funds NAV may differ from quoted or published prices, or from prices that are used by others, for the same securities. In addition, the use of fair value pricing may not always result in adjustments to the prices of securities held by a Fund.
Trading in some of the portfolio securities or other investments 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 or other investments 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.
REDUCED SALES CHARGES
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 Prospectus. 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.
99
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.,
$50,000, $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.
Certain shares held though Loomis Sayles Distributors, L.P. may not be eligible for this privilege.
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.
Purchases made within 90 days of the establishment of the Letter may be used towards meeting the Letter of Intent.
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. Certain shares held though Loomis Sayles Distributors, L.P. may not be eligible for this privilege.
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 NGAM 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
100
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 company.
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 NGAM 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 Clients of Financial Intermediaries
Class A shares may be offered without front-end sales charges or a CDSC to clients of a financial intermediary that has entered into an agreement with the
Distributor and has been approved by the Distributor to offer Fund shares to self-directed investment brokerage accounts that may or may not charge a transaction fee.
Certain Retirement Plans
Class A shares of the
Funds are available at NAV for investments by participants in certain employer-sponsored retirement plans. The availability of this pricing may depend upon the policies and procedures of your specific intermediary; consult your financial
adviser.
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.
DISTRIBUTIONS
As described in the Prospectuses, it is the policy of each Fund to pay shareholders at least annually according to the schedule specified in each Funds
Prospectus, as dividends, all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains, if any, after offsetting any capital loss carryovers.
101
Ordinary income dividends and capital gain distributions are reinvested based upon the NAV determined as of the
close of the NYSE on the ex-dividend 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, contacting Natixis Funds at 1-800-225-5478 or visiting ngam.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 a dividend or capital gain distribution check remains uncashed
for six months and your account is still open, each Fund will reinvest the dividend or distribution in additional shares of the Fund promptly after making this determination and the check will be canceled. In addition, future dividends and capital
gains distributions will be automatically reinvested in additional shares of the Fund unless you subsequently contact the Fund and request to receive distributions by check.
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.
TAXES
The following discussion of certain 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 or intends to elect and 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 directly by the Funds. However, 100% of the net income derived from an interest in a QPTP (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, and (b) that derives less than 90% of its income from the qualifying income described in (i)(a) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for federal
income tax purposes because they meet the passive income requirement under Code section 7704(c)(2). MLPs in which a Fund invests may qualify as QPTPs. In addition, although in general the passive loss rules of the Code do not apply to RICs, such
rules do apply to a RIC with respect to items attributable to an interest in a QPTP.
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The 90% of gross income requirement significantly limits the manner and extent to which the Funds invest
directly in commodities and certain commodity-related instruments and may affect each Funds ability to pursue its investment strategies.
For
purposes of the diversification requirements set forth in (ii) above, the term 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, diversification or distribution requirements described above, the Fund could in some cases cure such failure,
including by paying a fund-level tax or interest, disposing of certain assets or making additional distributions. 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 RIC
accorded special tax treatment for such year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to
shareholders as dividend 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. 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 RIC 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 (or November 30, if the Fund so elects)) 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 (or November 30, if the Fund makes the election referred to above), 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 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. Each Fund is
permitted to carry forward net capital losses it incurs without expiration. Any such carryforward losses will retain their character as short-term or long-term. A Funds annual shareholder report will describe available capital loss
carryovers (if any).
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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 November 30 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 November 30, if the Fund makes the election referred to above) 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
assurance that it will be able to do so.
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 the disposition of
assets it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on the disposition of 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) generally will be taxable to a shareholder receiving such
distributions as long-term capital gain includible in net capital gain and taxed to individuals at reduced rates. 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.
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 (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
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than properly reported Capital Gain Dividends) will be eligible to be treated as qualified dividend income. The Senior Floating Rate and Fixed Income Fund and the Emerging Opportunities Markets
Fund do not expect a significant portion of their distributions to be derived from qualified dividend income.
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 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). The Emerging Markets Opportunities Fund and the Senior Floating Rate and Fixed Income Fund generally do
not expect that a significant portion of their distributions will be eligible for corporate dividends-received deduction.
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.
Section 1411 of the Code generally imposes a 3.8% Medicare contribution tax on the net investment income
of certain individuals whose income exceeds certain threshold amounts, and of certain trusts and estates under similar rules. The details of the implementation of this tax remain subject to future guidance. For these purposes, net investment
income generally includes, among other things, (i) distributions paid by a Fund of net investment income and capital gains as described above, and (ii) any net gain from the sale, exchange or other taxable disposition of Fund shares.
Shareholders are advised to consult their tax advisers regarding the possible implications of this additional tax on their investment in a Fund.
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 generally 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 by a shareholder 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 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.
Upon the redemption or exchange of Fund shares, the Fund or, in the case of shares purchased through a financial intermediary, the financial intermediary may
be required to provide you and the IRS with cost basis and certain other related tax information about the Fund shares you redeemed or exchanged. See the Funds Prospectus for more information.
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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. If more than 50% of a Funds assets at the Funds tax year end consists of the securities of
foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portions of qualified taxes paid by the Fund to foreign countries in respect of foreign securities that the
Fund has held for at least the minimum period specified in the Code. A shareholders ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes paid by the Fund is subject to certain limitations imposed by the
Code, which may result in the shareholder not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such
foreign taxes. Shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-exempt shareholders (including those who invest in the Fund through IRAs or other tax-advantaged retirement plans), generally
will receive no benefit from any tax credit or deduction passed through by the Fund. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so.
Gateway International Fund expects to be eligible to and to make such an election, although there can be no assurance that the Fund will do so.
Tax Implications of Certain Fund Investments
Options, Futures, Forward Contracts, Swap Agreements and Hedging Transactions.
The tax treatment of certain positions entered into by a Fund, including
regulated futures contracts, certain foreign currency positions and certain listed non-equity options, 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.
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 contained primarily in Section 1092 of the Code.
Very generally, where applicable, Section 1092 requires (i) that losses be deferred on positions deemed to be offsetting positions with respect to substantially similar or related property, to the extent of unrealized gain in
the latter, and (ii) that the holding period of such a straddle position that has not already been held for the long-term holding period be terminated and begin anew once the position is no longer part of a straddle. Options on single stocks
that are not deep in the money may constitute 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 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.
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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, securities loan 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.
Commodity-Linked Derivatives
. A Funds use of commodity-linked derivatives can bear on or be limited by the Funds intention to qualify as a
RIC. Income and gains from certain commodity-linked derivatives does not constitute qualifying income to a RIC for purposes of the 90% gross income test described above. The tax treatment of certain other commodity-linked derivative instruments in
which the Fund might invest, including ETNs and certain structured notes, is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income to a RIC. If the Fund were to treat income or gain
from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other nonqualifying income, caused the Funds nonqualifying income to exceed 10% of its
gross income in any taxable year, the Fund would fail to qualify as a RIC unless it were eligible to and did pay a tax at the Fund level on the excess, to cure such failure.
Certain of a Funds investments in derivative instruments and foreign currency denominated instruments, and any of a Funds transactions in foreign
currencies and hedging activities, are likely to 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.
Transactions in foreign currencies, foreign-currency denominated debt obligations and certain foreign currency
options, futures contracts, and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could
require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate Fund
distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by a Fund to offset income or gains earned in subsequent taxable years.
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.
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Certain Investments in REITs, REMICs and TMPs.
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. Dividends received by a Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.
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.
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. A shareholder will be subject to U.S. federal income tax on such inclusions
notwithstanding any exemption from such income tax otherwise available under the Code.
Investments in Other RICs
. If a Fund receives dividends
from another investment company that qualifies as a RIC, and the investment company reports such dividends as qualified dividend income, then the Fund is permitted in turn to report a portion of its distributions as qualified dividend income,
provided the Fund meets holding period and other requirements with respect to shares of the investment company.
If a Fund receives dividends from another
investment company that qualifies as a RIC and the investment company reports such dividends as eligible for the dividends-received deduction, then the Fund is permitted in turn to report its distributions derived from those dividends as eligible
for the dividends-received deduction as well, provided the Fund meets holding period and other requirements with respect to shares of the investment company.
Partnerships and other pass-through structures.
To the extent a Fund invests in entities that are treated as partnerships (other than QPTPs, as defined
above), trusts, or other pass-through structures for U.S. federal income tax purposes, all or a portion of any income and gains from such entities could constitute non-qualifying income to a Fund for purposes of the 90% gross income requirement
described above. For example, income that a Fund derives from indirect investments, through such entities, in certain commodity-linked instruments generally will not or may not be considered qualifying income for the purposes of the 90% gross income
requirement. In such cases, a Funds investments in such entities could be limited by its intention to qualify as a RIC, and could bear on its ability to so qualify. Income from such entities may be allocated to a Fund on a gross, rather than
net, basis, for purposes of the 90% gross income requirement.
Master Limited Partnerships.
As noted above, the MLPs in which a Fund may invest are
generally expected to qualify as QPTPs. In such cases, the net income derived from such investments will constitute qualifying income for purposes of the 90% gross income requirement described earlier for qualification as a RIC. If, however, such a
vehicle were to fail to qualify as a QPTP in a particular year, a portion of the gross income derived from it in such year could constitute non-qualifying income to the Fund for purposes of the 90% gross income requirement and thus could adversely
affect a Funds ability to qualify as a RIC for a particular year. In addition, as described above, the diversification requirement for RIC qualification limits a Funds investments in one or more qualified publicly traded partnerships to
25% of the Funds total assets as of the end of each quarter of the Funds taxable year.
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Special Rules for Debt Obligations
. Some debt obligations with a fixed maturity date of more than one
year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) that are acquired by a Fund will be treated as debt obligations that are issued originally at a discount.
Generally, the amount of the OID is treated as interest income and is included in a Funds income (and required to be distributed by that Fund) over the term of the debt security, even though payment of that amount is not received until a later
time, upon partial or full repayment or disposition of the debt security. In addition, payment-in-kind securities will give rise to income that is required to be distributed and is taxable even though the Fund holding the security receives no
interest payment in cash on the security during the year.
Some debt obligations with a fixed maturity date of more than one year from the date of
issuance that are acquired by a Fund in the secondary market may be treated as having market discount. Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation
issued with OID, its revised issue price) over the purchase price of such obligation. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt security having market discount is treated as
ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt security. Alternatively, a Fund may elect to accrue market discount currently, in which case the Fund will be required
to include the accrued market discount in the Funds income (as ordinary income) and thus distribute it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or
disposition of the debt security. The rate at which the market discount accrues, and thus is included in a Funds income, will depend upon which of the permitted accrual methods the Fund elects.
Some debt obligations with a fixed maturity date of one year or less from the date of issuance that are acquired by a Fund may be treated as having OID or, in
certain cases, acquisition discount (very generally, the excess of the stated redemption price over the purchase price). That Fund will be required to include the OID or acquisition discount in income (as ordinary income) and thus
distribute it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The rate at which OID or acquisition discount accrues, and
thus is included in a Funds income, will depend upon which of the permitted accrual methods the Fund elects.
If a Fund holds the foregoing kinds of
securities, it may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of a Fund or, if
necessary, by disposition of portfolio securities including at a time when it may not be advantageous to do so. These dispositions may cause a Fund to realize higher amounts of short-term capital gains (generally taxed to shareholders at ordinary
income tax rates) and, in the event a Fund realizes net capital gains from such transactions, its shareholders may receive a larger Capital Gain Dividend than if the Fund had not held such securities.
Securities Purchased at a Premium
. Very generally, where a Fund purchases a bond at a price that exceeds the redemption price at maturity (
i.e.
,
at a premium) the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if a Fund makes an election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Fund
reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds acquired on or after January 4, 2013, the Fund is
permitted to deduct any remaining premium allocable to a prior period. In the case of a tax-exempt bond, tax rules require a Fund to reduce its tax basis by the amount of amortized premium.
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 when
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a Fund may cease to accrue interest, OID or market discount; 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.
Tax-Exempt Shareholders
Income of a RIC that would be UBTI if earned directly by a tax-exempt entity will not generally be treated as UBTI in the hands of 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.
110
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%.
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 distributions with respect to taxable years of a Fund beginning before January 1, 2014, 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. These exemptions from withholding for interest-related and short-term capital gain dividends have expired for taxable years of a Fund
beginning on or after January 1, 2014. It is currently unclear whether Congress will extend these exemptions for distributions with respect to taxable years of the Funds beginning on or after January 1, 2014, and what the terms of such an
extension would be, including whether such extension would have retroactive effect. 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, (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 of the Fund or to
the Capital Gain Dividend the foreign shareholder received (as described below).
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 USRPIs, 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.
111
If a Fund were a USRPHC or would be a USRPHC but for the exceptions referred to above, under a special
look-through rule, any distributions by the Fund to a Foreign Person (including, in certain cases, distributions made by the Fund in redemption of its shares) attributable directly or indirectly to distributions received by the Fund from
a lower-tier 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 Person 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 Person, 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 the Fund. Prior to January 1, 2014, the look-through USRPI treatment described above for distributions by a Fund to a Foreign Person also applied to
distributions attributable to (i) gains realized on the disposition of USRPIs by a Fund and (ii) distributions received by a Fund from a lower-tier RIC that the Fund was required to treat as USRPI gain in its hands. It is currently unclear
whether Congress will extend these former look-through provisions to distributions made on or after January 1, 2014, and what the terms of any such extension would be, including whether any such extension would have retroactive
effect.
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% shareholder that is a Foreign Person, in which case such Foreign Person generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption. Prior to January 1, 2014,
withholding generally was not required with respect to amounts paid in redemption of shares of a Fund if the Fund was a USRPHC that was considered to be domestically controlled or, in certain limited cases, if the Fund (whether or not
domestically controlled) held substantial investments in RICs that are domestically controlled USRPHCs. This exemption from withholding for redemptions has expired and such withholding is required, without regard to whether the Fund or any RIC in
which it invests is domestically controlled. It is currently unclear whether Congress will extend this exemption for redemptions made on or after January 1, 2014, and what the terms of any such extension would be, including whether any such
extension would have retroactive effect.
The Funds generally do not expect that they will be USRPHCs or would be USRPHCs but for the operation of
certain of the special exceptions referred to above.
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 Foreign Account Tax Compliance Act (FATCA) generally requires a Fund to obtain information sufficient to identify the status of each of its
shareholders under FATCA as described more fully below. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on
dividends, including Capital Gain Dividends, and the proceeds of the sale, redemption or exchange of Fund shares. If a payment by a Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt
from withholding under the rules applicable to Foreign Persons described above (e.g., Capital Gain Dividends and short-term capital gain and interest-related dividends), beginning as early as July 1, 2014.
Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the
prospective investors own situation, including investments through an intermediary.
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.
Fund dividends and 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.
112
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.
PERFORMANCE INFORMATION
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 their lower operating expenses, Class N and 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 or total return, 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 will be 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).
THIRD-PARTY INFORMATION
This document may contain references to third-party copyrights, indexes, and trademarks, each of which is the property of its respective owner. Such owner is
not affiliated with Natixis Global Asset Management or any of its related or affiliated companies (collectively NGAM) and does not sponsor, endorse or participate in the provision of any NGAM services, funds or other financial products.
113
The index information contained herein is derived from third parties and is provided on an as is
basis. The user of this information assumes the entire risk of use of this information. Each of the third-party entities involved in compiling, computing or creating index information, disclaims all warranties (including, without limitation, any
warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to such information.
FINANCIAL STATEMENTS
The financial statements, financial highlights and the report of PricewaterhouseCoopers, the independent registered public accounting firm for the Funds,
included in the Funds annual report dated November 30, 2013, are incorporated herein by reference to such report. 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 ngam.natixis.com.
The annual and semiannual reports will also be available on-line at the SECs website at www.sec.gov.
The Emerging Markets Opportunities Fund
commenced operations on February 10, 2014 and has not yet issued financial statements.
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APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Some of the Funds make use of average portfolio credit quality standards to assist institutional investors whose own investment guidelines
limit their investments accordingly. In determining a 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 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 S&P, Moodys 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 S&Ps, Moodys, and Fitch 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. 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 and the promise we impute;
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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.
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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.)
A-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. The CC rating is used when a default has not yet occurred, but Standard & Poors expects default to be a virtual certainty, regardless of the anticipated time to
default.
A-2
C
An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority
or lower ultimate recovery compared to obligations that are rated higher.
D
An obligation rated D is in payment default or in breach of an imputed promise. For non-hybrid capital instruments, the
D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within five business days in the absence of a stated grace period or
within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for
example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
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 vulnerable and has significant speculative characteristics. The obligor currently
has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
A-3
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 default or in breach of an imputed promise. For non-hybrid capital instruments, the
D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within any stated grace period. However, any stated grace period
longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty,
for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
SPUR (Standard & Poors Underlying Rating)
A SPUR rating is an opinion about the stand-alone capacity of an obligor 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.
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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.
A-4
Dual Ratings
Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the
likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use
either short-term or long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, AAA/A-1+ or A-1+/A-1). With U.S. municipal short-term demand
debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example SP-1+/A-1+).
The analyses, including ratings, and of Standard & Poors and its affiliates (together, Standard & Poors) 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 or other analyses 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 does not act as a fiduciary or an investment advisor except where registered as such. 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 other opinions may be changed, suspended, or withdrawn at any time.
Active Qualifiers (Currently applied and/or outstanding)
Federal deposit insurances limit: L qualifier
Ratings qualified with L apply only to amounts invested up to federal deposit insurance limits.
Principal: p qualifier
This
suffix 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 suffix indicates that the rating addresses the principal portion of the obligation only and that the interest is not rated.
Public Information Ratings: pi qualifier
Ratings with a pi suffix 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 sufix. Ratings with a
pi suffix 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 Ratings: prelim qualifier
Preliminary ratings, with the prelim suffix, 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.
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Termination Structures: t qualifier
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.
Inactive Qualifiers (No longer applied or outstanding)
Contingent upon final documentation: * inactive qualifier
This symbol that indicated that the rating was 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.
Termination of obligation to tender:
c inactive qualifier
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 were deemed taxable. Discontinued use in January 2001.
U.S. direct government securities: G inactive qualifier
The letter G followed the rating symbol when a funds portfolio consisted primarily of direct U.S. government securities.
Provisional Ratings: pr inactive qualifier
The letters pr indicate that the rating is provisional. A provisional rating assumes the successful completion of a project
financed by the debt being rated and indicates that payment of debt service requirements was 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, made no comment on the likelihood of or the risk of default upon failure of such completion.
Quantitative Analysis of
public information: q inactive qualifier
A q subscript indicates that the rating is based solely on
quantitative analysis of publicly available information. Discontinued use in April 2001.
A-6
Extraordinary risks: r inactive qualifier
The r modifier was assigned to securities containing extraordinary risks, particularly market risks, which 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.
Moodys Investors Service, Inc.
A brief description of the applicable Moodys Investors Service, Inc. rating symbols and
their meanings (as published by Moodys) follows:
Long-Term Obligation Ratings
Moodys long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the
likelihood of a default on contractually promised payments and the expected 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, subject to the lowest level of 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 judged to be upper-medium grade and are subject to low credit risk.
Baa
Obligations rated Baa are
judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
Obligations rated B are
considered speculative and are subject to high credit risk.
A-7
Caa
Obligations rated Caa are judged to be speculative 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 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. Additionally, a
(hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.
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 provisional ratings to medium-term note (MTN) programs and definitive ratings 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). To capture the contingent nature of a program rating, Moodys assigns provisional ratings to MTN programs. A provisional rating is denoted by a (P) in front of the rating and is defined elsewhere in
this document.
The rating assigned to a drawdown from a rated MTN or bank/deposit note program is definitive in nature, and 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 thing. In some circumstances,
no rating may be assigned to a drawdown.
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 assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of
a default on contractually promised payments. Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
A-8
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. 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.
A-9
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.
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.
A-10
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.
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 stand still. Conditions that are indicative of
a C category rating for an issuer include:
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a.
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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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b.
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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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c.
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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 distressed debt exchange.
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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 operating. This would include:
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the selective payment default on a specific class or currency of debt;
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b.
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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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c.
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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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d.
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execution of a distressed debt exchange on one or more material financial obligations.
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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 distressed
debt exchange.
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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 distressed 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:
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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.
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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 Credit 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 U.S. 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 timely payment of financial commitments.
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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 a 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.
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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 with no change in rating. Ratings affirmations may also include an affirmation of, or change to Outlook when an Outlook is used.
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.
Downgrade*
The rating has been lowered in the scale.
A-13
Matured*/Paid-In-Full
a. Matured This action is used when an issue has reached the end of its repayment term and rating coverage is discontinued. Denoted as
NR.
b. Paid-In-Full This action indicates that the issue has been paid in full. As the issue no longer exists, it is
therefore no longer rated. Denoted as PIF.
New Rating*
Rating has been assigned to a previously unrated issue primarily used in cases of shelf issues such as MTNs or similar program.
Prerefunded*
Assigned to long-term US Public Finance
issues after Fitch assesses refunding escrow.
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.
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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A rating action must be recorded for each rating in a required cycle to be considered compliant with Fitch policy concerning aging of ratings. Not all Ratings or Data Actions, or changes in rating modifiers, will
meet this requirement. Actions that meet this requirement are noted with an * in the above definitions.
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A-14
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