-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUQn7Cj3lGGwcHWQV4CwGtZbBdHqNUMOrqYPGebdeBXNMZvHYsLuFhhtoTHZmBBg hkLIrUmydgcy82hY8VRBQg== 0001193125-07-192727.txt : 20070830 0001193125-07-192727.hdr.sgml : 20070830 20070830130504 ACCESSION NUMBER: 0001193125-07-192727 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20070830 DATE AS OF CHANGE: 20070830 EFFECTIVENESS DATE: 20070901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Natixis Cash Management Trust CENTRAL INDEX KEY: 0000317947 IRS NUMBER: 046447044 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-68348 FILM NUMBER: 071090434 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 800-399-7788 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: IXIS Advisor Cash Management Trust DATE OF NAME CHANGE: 20050502 FORMER COMPANY: FORMER CONFORMED NAME: CDC NVEST CASH MANAGEMENT TRUST DATE OF NAME CHANGE: 20010503 FORMER COMPANY: FORMER CONFORMED NAME: NVEST CASH MANAGEMENT TRUST DATE OF NAME CHANGE: 20000202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Natixis Cash Management Trust CENTRAL INDEX KEY: 0000317947 IRS NUMBER: 046447044 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02819 FILM NUMBER: 071090435 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 800-399-7788 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: IXIS Advisor Cash Management Trust DATE OF NAME CHANGE: 20050502 FORMER COMPANY: FORMER CONFORMED NAME: CDC NVEST CASH MANAGEMENT TRUST DATE OF NAME CHANGE: 20010503 FORMER COMPANY: FORMER CONFORMED NAME: NVEST CASH MANAGEMENT TRUST DATE OF NAME CHANGE: 20000202 0000317947 S000006634 Natixis Cash Management Trust - Money Market Series C000018116 Class A NEMXX C000018117 Class B NMBXX C000018118 Class C NVCXX 485BPOS 1 d485bpos.txt NATIXIS CASH MANAGEMENT TRUST Registration Nos. 2-68348 811-2819 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. __ [ ] Post-Effective Amendment No. 45 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 45 [X] (Check appropriate box or boxes.) ----------------- Natixis Cash Management Trust (Exact Name of Registrant as Specified in Charter) ----------------- 399 Boylston Street Boston, Massachusetts 02116 (Address of principal (Zip Code) executive offices) Registrant's Telephone Number, including Area Code: (617) 449-2810 ----------------- Coleen Downs Dineen, Esq. Natixis Distributors, L.P. 399 Boylston Street Boston, Massachusetts 02116 (Name and Address of Agent for Service) ----------------- Copy to: John M. Loder, Esq. Ropes & Gray One International Place Boston, Massachusetts 02110 ----------------- Approximate Date of Proposed Public Offering It is proposed that this filing will become effective (check appropriate box): [ ] Immediately upon filing pursuant to paragraph (b) [X] On September 1, 2007 pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] On (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of Rule 485. If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. ================================================================================ [LOGO] NATIXIS FUNDS
WHAT'S INSIDE Goals, Strategies & Risks Page 2 Fund Fees & Expenses..... Page 4 More About Risk.......... Page 6 Management Team.......... Page 7 Fund Services............ Page 9 Financial Performance.... Page 22
Natixis Money Market Fund [LOGO] Reich and Tang Natixis Cash Management Trust -- Money Market Series (Formerly, IXIS Cash Management Trust -- Money Market Series) Reich & Tang Asset Management, LLC Prospectus September 1, 2007 The Securities and Exchange Commission has not approved or disapproved the Fund's shares or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a crime. For general information on the Fund or any of its services and for assistance in opening an account, contact your financial representative or call Natixis Funds. Natixis Funds P.O. Box 219579 Kansas City, MO 64121-9579 800-225-5478 www.funds.natixis.com Table of Contents Goals, Strategies & Risks Natixis Cash Management Trust -- Money Market Series........................................... 2 Fund Fees & Expenses Fund Fees & Expenses............................... 4 More About Risk More About Risk.................................... 6 Management Team Meet the Fund's Investment Adviser and Subadviser.. 7 Fund Services Investing in the Fund.............................. 9 It's Easy to Open an Account....................... 9 Buying Shares...................................... 11 Selling Shares..................................... 13 Selling Shares in Writing.......................... 15 Exchanging Shares.................................. 15 Restrictions on Buying and Selling Shares.......... 16 How Fund Shares Are Priced......................... 17 Dividends and Distributions........................ 17 Tax Consequences................................... 18 Additional Investor Services....................... 20 Financial Performance Financial Performance.............................. 22 Glossary of Terms Glossary of Terms.................................. 24
If you have any questions about any of the terms used in this Prospectus, please refer to the "Glossary of Terms." To learn more about the possible risks of investing in the Fund, please refer to the section "More About Risk." This section details the risks of practices in which the Fund may engage. Please read this section carefully before you invest. Fund shares are not bank deposits and are not guaranteed, endorsed or insured by the Federal Deposit Insurance Corporation or any other government agency, and are subject to investment risks, including possible loss of the principal invested. [GRAPHIC] Goals, Strategies & Risks Natixis Cash Management Trust --Money Market Series Adviser: Natixis Asset Management Advisors, L.P. ("Natixis Advisors") Subadviser: Reich & Tang Asset Management, LLC ("Reich & Tang")
Ticker Symbol: Class A Class B Class C ----------------------- NEMXX NMBXX NVCXX
Investment Goal The Fund seeks maximum current income consistent with preservation of capital and liquidity. Principal Investment Strategies The Fund will invest up to 100% of its assets in high-quality, short-term, U.S. dollar-denominated money market investments issued by U.S. and foreign issuers. To preserve its investors' capital, the Fund seeks to maintain a stable $1.00 share price. Some of the Fund's investments may include: (check mark) Certificates of deposit (check mark) Bankers' acceptances or bank notes (check mark) Securities issued or guaranteed by the U.S. government (check mark) Commercial paper (check mark) Repurchase agreements (check mark) Other corporate debt obligations (check mark) Cash Reich & Tang will manage the Fund's portfolio in compliance with industry-standard requirements for money market funds. These requirements include: .. Credit quality -- The Fund's investments are generally rated in the two highest rating categories as rated by a major credit agency. .. Maturity -- Each of the Fund's investments has a maturity of 397 days or less and the dollar-weighted average portfolio maturity is 90 days or less. .. Diversification -- The Fund is diversified, which limits its exposure to any given issuer. Reich & Tang may adjust the Fund's holdings or its average maturity based on actual or anticipated changes in interest rates or credit quality. The Fund is appropriate for investors who seek a conservative investment for their portfolio or who are comfortable with the risks described below and may need cash immediately. A "snapshot" of the Fund's investments may be found in the current annual or semiannual report. In addition, a list of the Fund's portfolio holdings, which is updated monthly after an aging period of at least 30 days, is available on the Fund's website at www.funds.natixis.com (click on Fund Information" and then "Portfolio Holdings"). These holdings will remain accessible on the website until the Fund files its Form N-CSR or Form N-Q with the SEC for the period that includes the date of the information. Principal Investment Risks Credit risk and interest rate risk: The Fund is subject to credit risk and interest rate risk. Credit risk relates to the ability of an issuer to make payments of principal and interest when due and includes the risk of default. Although generally considered unlikely, the risk of default could cause the Fund's share price or yield to fall. Interest rate risk relates to changes in a security's value as a result of changes in interest rates. Generally, the value of money market securities rises when prevailing interest rates fall and falls when interest rates rise. Foreign investment risk: Risks of foreign investments include a lack of issuer information and the risk of political uncertainties, as well as different regulatory requirements than those for U.S. investments. Not Insured: An investment in the Fund is not a deposit of a bank or insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the net asset value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. For additional information see the section "More About Risk." - -------------------------------------------------------------------------------- 2 Evaluating the Fund's Past Performance The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for the one-year, five-year and ten-year periods. The Fund's past performance does not necessarily indicate how the Fund will perform in the future. The Fund's current subadviser assumed its role in June 2001. The performance results shown below, for periods prior to that date, reflect results achieved by the previous subadviser. The Fund's performance might have been different had the current advisory arrangements and investment strategies been in place for all periods shown. The bar chart shows the Fund's total returns for Class A shares for each of the last ten calendar years.+ [CHART] (total return) 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 (up triangle) Highest Quarterly Return: - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Fourth Quarter 2000, up 1.49% 4.90% 4.91% 4.51% 5.76% 3.53% 1.06% 0.37% 0.48% 2.38% 4.48% (down triangle) Lowest Quarterly Return: Second Quarter 2004, up 0.05%
+ The Fund's total return for Class A shares year-to-date as of June 30, 2007 was 2.37%. The table below shows the average annual total returns for each class of the Fund for the one-year, five-year and ten-year periods.
Average Annual Total Returns Past 10 Years (for the periods ended December 31, 2006) Past 1 Year Past 5 Years (or Class inception) Class A (Inception 7/10/78) 4.48% 1.74% 3.22% Class B (Inception 9/13/93) 4.48% 1.74% 3.22% Class C (Inception 3/1/98) 4.48% 1.74% 3.00%*
* Since class inception For more information about the Fund's expenses, see the section "Fund Fees & Expenses." For current yield information about the Fund, shareholders or their financial representatives may call Natixis Funds Personal Access Line(R) 24 hours a day at 800-225-5478, press 1. - -------------------------------------------------------------------------------- 3 [GRAPHIC] Fund Fees & Expenses The following tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment)
Natixis Cash Management Trust -- Money Market Series Class A Class B Class C Maximum sales charge (load) imposed on purchases None None None Maximum deferred sales charge (load) None* None* None* Redemption fees None** None** None**
* Shares of each class are sold without any sales charge. However, shares may be subject to a Contingent Deferred Sales Charge ("CDSC") if the shares were purchased by exchange from another Natixis Fund. See the section "Exchanging Shares." ** Generally, a transaction fee will be charged for expedited payment of redemption proceeds such as by wire or overnight delivery. Annual Fund Operating Expenses (expenses that are deducted from Fund assets, as a percentage of average daily net assets)
Natixis Cash Management Trust -- Money Market Series+ Class A Class B Class C Management fees 0.35% 0.35% 0.35% Distribution and/or service (12b-1) fees None None None Other expenses* 0.36% 0.36% 0.36% Total annual fund operating expenses 0.71% 0.71% 0.71% Fee waiver and/or expense reimbursement+ 0.06% 0.06% 0.06% Net Expenses++ 0.65% 0.65% 0.65%
* Other Expenses include expenses indirectly borne by the Fund through investments in certain pooled investment vehicles ("Acquired Fund Fees and Expenses") of less than 0.01% of the Fund's average daily net assets. The expense information shown in the table above may differ from the expense information disclosed in the Fund's financial highlights table because the financial highlights table reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses. + Natixis Advisors has given a binding undertaking to Natixis Cash Management Trust - Money Market Series to limit the amount of the Fund's total annual fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and organizational and extraordinary expenses, to 0.65% of the Fund's average daily net assets for each of Class A, B and C shares. This undertaking is in effect through August 31, 2008, and is reevaluated on an annual basis. Without this undertaking, expenses would have been higher. ++ Fee waiver and/or expense reimbursement and Net Expenses have been restated to reflect the current expense cap arrangement. Natixis Advisors will be permitted to recover, on a class by class basis, management fees waived and/or expenses it has borne through the undertaking described above to the extent that a class' expenses in later periods fall below the annual rates set forth in the undertaking. A class will not be obligated to pay any such deferred fees and expenses more than one year after the end of the fiscal year in which the fee/expense was deferred. - -------------------------------------------------------------------------------- 4 [GRAPHIC] Fund Fees & Expenses (continued) Example This example*, which is based upon the expenses shown in the "Annual Fund Operating Expenses" table, is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that: .. You invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods; .. Your investment has a 5% return each year; .. The Fund's operating expenses remain the same; and .. All dividends and distributions are reinvested. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
Natixis Cash Management Trust -- Money Market Series Class A Class B Class C (1) (1) 1 year $ 66 $ 66 $ 66 3 years $221 $221 $221 5 years $389 $389 $389 10 years $877 $877 $877
* The Example is based on the Net Expenses for the 1-year period and on the Total Annual Fund Operating Expenses for the remaining periods. (1) Assumes CDSC does not apply to the redemption. See the section "Exchanging Shares." - -------------------------------------------------------------------------------- 5 [GRAPHIC] More About Risk The Fund has principal investment strategies that come with inherent risks. The following is a list of risks to which the Fund may be subject because of its investments in various types of securities or engagement in various practices. Credit Risk The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. Funds that invest in securities rated below investment grade quality (i.e., below a rating of Baa by Moody's, or BBB by S&P or Fitch), or that are unrated but judged to be of comparable quality by the Fund's subadviser are subject to greater credit risk than funds that do not invest in such securities. Foreign Risk The risk associated with investments in issuers located in foreign countries. A fund's investments in foreign securities may experience more rapid and extreme changes in value than investments in securities of U.S. companies. In the event of a nationalization, expropriation or other confiscation, a fund that invests in foreign securities could lose its entire investment. When a fund invests in securities from issuers located in countries with emerging markets, it may face greater foreign risk since emerging market countries may be more likely to experience political and economic instability. The Fund's investment in foreign securities may be subject to foreign withholding taxes. In that case, the Fund's yield on those securities would be decreased. Information Risk The risk that key information about a security is inaccurate or unavailable. Interest Rate Risk The risk of market losses attributable to changes in interest rates. In general, the prices of fixed- income securities rise when interest rates fall, and prices fall when interest rates rise. Liquidity Risk The risk that certain securities or instruments may be difficult or impossible to sell at the time and at the price that the seller would like. This may result in a loss or may otherwise be costly to a fund. These types of risks may also apply to derivatives, restricted securities, Section 4(2) commercial paper, structured notes and Rule 144A securities. Management Risk The risk that a strategy used by the Fund's portfolio management may fail to produce the intended result. Market Risk The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably, based upon a change in an issuer's financial condition as well as overall market and economic conditions. Opportunity Risk The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are invested in less profitable investments. Political Risk The risk of losses directly attributable to government or political actions. Valuation Risk The risk that the Fund has valued certain securities at a higher price than the price at which they can be sold. - -------------------------------------------------------------------------------- 6 [GRAPHIC] Management Team Meet the Fund's Investment Adviser and Subadviser The Natixis Funds family (as defined below) currently includes 24 mutual funds. The Natixis Funds family had combined assets of $15.3 billion as of June 30, 2007. Natixis Funds are distributed through Natixis Distributors, L.P. (the "Distributor"). This Prospectus covers Natixis Cash Management Trust -- Money Market Series (the "Money Market Fund" or the "Fund", which along with the Natixis Equity Funds, Natixis Income and Tax Free Income Funds, Natixis Diversified Portfolios, Natixis Value Fund, Loomis Sayles Global Markets Fund, Loomis Sayles Research Fund, Loomis Sayles Growth Fund and Loomis Sayles Value Fund, constitute the "Natixis Funds." Adviser Natixis Advisors, located at 399 Boylston Street, Boston, Massachusetts 02116, serves as the adviser to the Fund. Natixis Advisors is a subsidiary of Natixis Global Asset Management, L.P. ("Natixis US") (formerly IXIS Asset Management US Group, L.P.), which is part of Natixis Global Asset Management (formerly IXIS Asset Management Group, L.P.), an international asset management group based in Paris, France. Natixis Global Asset Management is ultimately owned principally by three large French financial services entities: Natixis, an investment banking and financial services firm which is publicly traded on Euronext in Paris; the Caisse Nationale des Caisses d'Epargne, a financial institution owned by French regional savings banks known as the Caisses d'Epargne; and Banque Federale des Banques Populaires, a financial institution owned by regional cooperative banks known as the Banques Populaires. Natixis US has 14 principal subsidiary or affiliated asset management firms that collectively had over $276.9 billion in assets under management at June 30, 2007. Natixis Advisors oversees, evaluates, and monitors the subadvisory services provided to the Fund. It also provides general business management and administration to the Fund. Natixis Advisors does not determine what investments will be purchased by the Fund. The subadviser listed below makes the investment decisions for the Fund. The combined advisory and subadvisory fees paid by the Fund for the fiscal year ended June 30, 2007, as a percentage of the Fund's average daily net assets, were 0.35%. A discussion regarding the basis for the approval by the Board of Trustees of the investment advisory and subadvisory contracts of the Fund is available in the Fund's annual report for the fiscal year ended June 30, 2007. Subadviser The subadviser has full investment discretion and makes all determinations with respect to the investment of the assets of the Fund, subject to the general supervision of the Fund's adviser and Board of Trustees. Reich & Tang, located at 600 Fifth Avenue, New York, New York 10020, serves as the subadviser to the Fund. Reich & Tang is a limited liability company with 100% of its membership interest owned by Natixis US. Reich & Tang's origins date back to 1970, and as of June 30, 2007, it is the investment manager, adviser or subadviser with respect to assets in excess of $17.9 billion. Subadvisory Agreements The Natixis Funds have received an exemptive order from the Securities and Exchange Commission (the "SEC") that permits Natixis Advisors to amend or continue existing subadvisory agreements, when approved by the Board of Trustees, without shareholder approval. The exemption also permits Natixis Advisors to enter into new subadvisory agreements with subadvisers that are not affiliated with Natixis Advisors without shareholder approval if approved by the Board of Trustees. Before a Fund can rely on the exemptions described above, a majority of the shareholders of the Fund must approve reliance by the Fund on the exemptive order. Shareholders will be notified of any subadviser changes. As of the date of this prospectus, Natixis Cash Management Trust -- Money Market Series has not received shareholder approval to rely on the exemptive order. - -------------------------------------------------------------------------------- 7 [GRAPHIC] Management Team Meet the Fund's Investment Adviser and Subadviser (continued) Portfolio Trades In placing portfolio trades, the Fund's adviser or subadviser may use brokerage firms that market the Fund's shares or are affiliated with Natixis US, Natixis Advisors or Reich & Tang. In placing trades, Reich & Tang will seek to obtain the best combination of price and execution, which involves a number of judgmental factors. Such portfolio trades are subject to applicable regulatory restrictions and related procedures adopted by the Board of Trustees. Transactions with Other Investment Companies. Pursuant to SEC exemptive relief, the Fund and certain other funds advised by Reich & Tang, such as the Daily Income Fund; Cortland Trust, Inc., and Short-Term Income Fund, Inc. ("Central Funds") may lend money to the other funds for temporary or emergency purposes directly to and from each other through an interfund credit facility. Such other mutual funds may also be permitted to invest their daily cash balances in the Central Funds. In addition to the Fund and the Central Funds, series of the following mutual fund groups may also be able to participate in the facility: Natixis Funds Trust I (except the CGM Advisor Targeted Equity Fund series), Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Harris Associates Investment Trust, Loomis Sayles Funds I and Loomis Sayles Funds II. The advisers and subadvisers to these mutual funds currently include Natixis Advisors, Reich & Tang, Loomis Sayles & Company, L.P., AEW Management and Advisors, L.P., Dreman Value Management, LLC ("Dreman"), Harris Associates L.P., Hansberger Global Investors, Inc., BlackRock Investment Management, LLC ("BlackRock"), Vaughan Nelson Investment Management, L.P. and Westpeak Global Advisors, L.P. Each of these advisers and subadvisers (except for BlackRock and Dreman) are subsidiaries of Natixis US and are thus "affiliated persons" under the Investment Company Act of 1940 (the "1940 Act") by reason of being under common control by Natixis US. In addition, because the funds are advised by firms that are affiliated with one another, they may be considered to be related companies comprising a "group of investment companies" under the 1940 Act. The Central Funds, including the Fund, will participate in the Credit Facility only as lenders. Participation in such an interfund lending program would be voluntary for both borrowing and lending funds, and a fund would participate in an interfund lending program only if the Board of Trustees determined that doing so would benefit a fund. Should a fund participate in such an interfund lending program, the Board of Trustees would establish procedures for the operation of the program by the advisers or an affiliate. The Fund may engage in the transactions described above without further notice to shareholders. - -------------------------------------------------------------------------------- 8 [GRAPHIC] Fund Services Investing in the Fund Choosing a Share Class The Money Market Fund offers Class A and Class C shares to the public. No new accounts may be opened in Class B shares, and no additional investments into Class B shares may be made after October 12, 2007. The classes of the Fund enable shareholders in the same classes of another Natixis Fund to invest in the Fund through an exchange of shares. Certificates Certificates will not be issued for any class of shares. It's Easy to Open an Account To Open an Account with Natixis Funds: 1.Read this Prospectus carefully. Except to the extent otherwise permitted by the Distributor, the Fund will only accept accounts from U.S. citizens with a U.S. address or resident aliens with a U.S. address and a U.S. taxpayer identification number. 2.Determine how much you wish to invest. The following chart shows the investment minimums for various types of accounts:
Minimum Minimum Type of Account Initial Purchase Subsequent Purchase Any account other than those listed below $2,500 $100 For shareholders participating in Natixis Funds' Investment Builder Program $1,000 $50* For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans under the Natixis Funds' prototype document $1,000 $100 Coverdell Education Savings Accounts $500 $100 For SIMPLE IRA** and 403(b)(7) plans under Natixis Funds' prototype document $0 $0
* Shareholders with accounts participating in Natixis Funds' Investment Builder Program prior to May 1, 2005 may continue to make subsequent purchases of $25 into those accounts. ** Effective January 1, 1997, the Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRA became available replacing SARSEP Plans. SARSEP plans established prior to January 1, 1997 are subject to the same minimums as SIMPLE IRAs. Effective October 1, 2006, Natixis Funds no longer offers SIMPLE IRAs. SIMPLE IRA plans established prior to October 1, 2006 may remain active and continue to add new employees. The Distributor, in its sole discretion, may lower investment minimums for accounts associated with wrap-fee programs sponsored by certain broker-dealers and investment advisers and for accounts associated with certain other defined contribution plans not using the Natixis Funds' prototype document. 3.Complete the appropriate parts of the account application, carefully following the instructions. If you have any questions, please call your financial representative or Natixis Funds at 800-225-5478. For more information on Natixis Funds' investment programs, refer to the section "Additional Investor Services" in this Prospectus. 4. Use the sections of this Prospectus that follow as your guide for purchasing shares. Minimum Balance Policy The Fund, on an annual basis, may deduct a minimum balance fee of $20 for accounts that fall below the minimum amount required to establish an account, as described on the previous page. The minimum balance fee is assessed by the automatic redemption of shares in the account in an amount sufficient to pay the fee. The valuation of account balances and the deduction of the fee generally occurs in September of each calendar year, although they may occur at another date in the year. The fee will not be deducted from Fund positions opened after June 30th of the calendar year in which the fee is assessed. Certain accounts, such as Class B accounts, accounts that fall below the minimum as a result of the automatic conversion from Class B to Class A shares, accounts using an Natixis Funds' prototype document (including - -------------------------------------------------------------------------------- 9 [GRAPHIC] Fund Services It's Easy to Open an Account (continued) IRAs, Keogh plans, 403(b)(7) plans and Coverdell Education Savings Accounts) and accounts associated with defined contribution plans, are excepted from the minimum balance fee. In its discretion, the Fund may also close an account and send the account holder the proceeds if the account falls below the minimum amount required to establish an account. It is expected that accounts maintained by intermediaries through the National Securities Clearing Corporation ("NSCC") may be liquidated rather than assessed a fee, if the account balance falls below such minimum. The valuation of account balances and the liquidation itself generally occur during October of each calendar year, although they may occur at another date in the year. Any account opened after June 30th of a calendar year will not be subject to the liquidation for that calendar year. Certain accounts, such as Class B accounts, accounts associated with wrap-fee programs or defined contribution plans are exempt from the liquidation. Self-Servicing Your Account Buying or selling shares is easy with the services described below: Natixis Funds Personal Access Line(R) 800-225-5478, press 1 Natixis Funds Web Site www.funds.natixis.com You have access to your account 24 hours a day by calling the Personal Access Line(R) from a touch-tone telephone or by visiting us online. Using these customer service options, you may: . purchase, exchange or redeem shares in your existing accounts (certain restrictions may apply); . review your account balance, recent transactions, Fund prices and recent performance; . order duplicate account statements; . obtain tax information; and . order checks Please see the following pages for other ways to buy, exchange or sell your shares. - -------------------------------------------------------------------------------- 10 [GRAPHIC] Fund Services Buying Shares
Opening an Account Adding to an Account Through Your Investment Dealer . Call your investment dealer for information about opening or adding to an account. Dealers may also charge you a processing or service fee in connection with the purchase of fund shares. By Mail . Make out a check in U.S. dollars for the . Make out a check in U.S. dollars for the investment amount, payable to "Natixis investment amount, payable to "Natixis [GRAPHIC] Funds." Third party checks, "starter" Funds." Third party checks, "starter" checks and credit card convenience checks checks and credit card convenience checks will not be accepted. will not be accepted. . Mail the check with your completed . Complete the investment slip from an application to Natixis Funds, P.O. Box account statement or include a letter 219579, Kansas City, MO 64121-9579. specifying the Fund name, your class of Shares purchased by check may not be shares, your account number and the available immediately for redemption. See registered account name(s). the section "Selling Restrictions." . Shares purchased by check may not be available immediately for redemption. See the section "Selling Restrictions." By Exchange (See the section "Exchanging Shares" for more details.) . Call your investment dealer or Natixis . Call your investment dealer or Natixis Funds at 800-225-5478 or visit Funds at 800-225-5478 or visit [GRAPHIC] www.funds.natixis.com to 1) obtain a www.funds.natixis.com to request an current prospectus for the Fund into which exchange. you are exchanging and 2) request an exchange. By Wire . Opening an account by wire is not . Visit www.funds.natixis.com to add shares available. to your account by wire. Instruct your [GRAPHIC] bank to transfer funds to State Street Bank & Trust Company, ABA #011000028, and DDA #99011538. . Specify the Fund name, your class of shares, your account number and the registered account name(s). Your bank may charge you for such a transfer. Through Automated Clearing House ("ACH") . Although you cannot open an account . Call Natixis Funds at 800-225-5478 to add through ACH, you may add this feature by shares to your account through ACH. [GRAPHIC] selecting it on your account application. . If you have not signed up for the ACH . Ask your bank or credit union whether it is system, please call Natixis Funds or visit a member of the ACH system. www.funds.natixis.com for a Service Options Form. A medallion signature guarantee may be required to add this privilege. . Shares purchased through ACH may not be available immediately for redemption. See the section "Selling Restrictions."
- -------------------------------------------------------------------------------- 11 [GRAPHIC] Fund Services Buying Shares (continued)
Opening an Account Adding to an Account Automatic Investing Through Investment Builder . Although you cannot open an account . If you have not signed up for Investment through Investment Builder, you may add Builder, please call Natixis Funds at 800- [GRAPHIC] this feature by selecting it on your account 225-5478 or visit www.funds.natixis.com application. for a Service Options Form. A medallion . Ask your bank or credit union whether it is signature guarantee may be required to add a member of the ACH system. this privilege. . See the section "Additional Investor Services."
- -------------------------------------------------------------------------------- 12 [GRAPHIC] Fund Services Selling Shares To Sell Some or All of Your Shares Certain restrictions may apply. Investments made by check or through ACH may not be available immediately for redemption. See the section "Restrictions on Buying and Selling Shares." Through Your Investment Dealer . Call your investment dealer for information. Dealers may also charge you a processing or service fee in connection with the redemption of fund shares. By Mail . Write a letter to request redemption. Specify the name of your Fund, class of shares, account number, the exact registered account name(s), the number of shares or the dollar amount to be [GRAPHIC] redeemed and the method by which you wish to receive your proceeds. Additional materials may be required. See the section "Selling Shares in Writing." . The request must be signed by all of the owners of the shares and must include the capacity in which they are signing, if appropriate. . Mail your request by regular mail to Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579 or by registered, express or certified mail to Natixis Funds, 330 West 9th Street, Kansas City, MO 64105-1514. . Your proceeds (less any applicable CDSC) will be delivered by the method chosen in your letter. Proceeds delivered by mail will generally be mailed to you within three business days after the request is received in good order. By Exchange (See the section "Exchanging Shares" for more details.) . Obtain a current prospectus for the fund into which you are exchanging by calling your investment dealer, Natixis Funds at 800-225-5478 or by visiting www.funds.natixis.com. [GRAPHIC] . Call Natixis Funds at 800-225-5478 or visit www.funds.natixis.com to request an exchange. By Wire . Complete the "Bank Information" section on your account application. . Call Natixis Funds at 800-225-5478 or visit www.funds.natixis.com or indicate in your [GRAPHIC] redemption request letter (see above) that you wish to have your proceeds wired to your bank. . Proceeds (less any applicable CDSC) will generally be wired on the next business day. A wire fee will be deducted from the proceeds. Your bank may charge you a fee to receive the wire. Through Automated Clearing House . Ask your bank or credit union whether it is a member of the ACH system. . Complete the "Bank Information" section on your account application. [GRAPHIC] . If you have not signed up for the ACH system on your application, please call Natixis Funds at 800-225-5478 or visit www.funds.natixis.com for a Service Options Form. A medallion signature guarantee may be required to add this privilege. . Call Natixis Funds at 800-225-5478 or visit www.funds.natixis.com to request an ACH redemption. Proceeds (less any applicable CDSC) will generally arrive at your bank within three business days. By Telephone . Call Natixis Funds at 800-225-5478 to choose the method you wish to use to redeem your shares. You may receive your proceeds by mail, by wire or through ACH (see above). [GRAPHIC]
- -------------------------------------------------------------------------------- 13 [GRAPHIC] Fund Services Selling Shares (continued) By Systematic Withdrawal Plan (See the section "Additional Investor Services" for more details.) . Call Natixis Funds at 800-225-5478 or your financial representative for more information. . Because withdrawal payments may have tax consequences, you should consult your tax adviser [GRAPHIC] before establishing such a plan. By Check (for Class A shares only) . Select the checkwriting option on your application and complete the signature card. . To add this privilege to an existing account, call Natixis Funds at 800-225-5478 for a Service [GRAPHIC] Options Form. . Each check must be written for $250 or more. . You may not close your account by withdrawal check. Please call your financial representative or Natixis Funds to close an account.
- -------------------------------------------------------------------------------- 14 [GRAPHIC] Fund Services Selling Shares in Writing If you wish to redeem your shares in writing, all owners of the shares must sign the redemption request in the exact names in which the shares are registered and indicate any special capacity in which they are signing. In certain situations, you will be required to make your request to sell shares in writing. In these instances, a letter of instruction signed by the authorized owner is necessary. In certain situations, we also may require a medallion signature guarantee or additional documentation. A medallion signature guarantee protects you against fraudulent orders and is necessary if: .. your address of record information has been changed within the past 30 days; .. you are selling more than $100,000 worth of shares and you are requesting the proceeds by check; .. a proceeds check for any amount is either mailed to an address other than the address of record or not payable to the registered owner(s); or .. the proceeds are sent by check, wire, or in some circumstances ACH to a bank account whose owner(s) do not match the owner(s) of the fund account. A notary public cannot provide a medallion signature guarantee. The Fund will only accept signature guarantees bearing the STAMP2000 Medallion imprint. A medallion signature guarantee can be obtained from one of the following sources: .. a financial representative or securities dealer; .. a federal savings bank, cooperative, or other type of bank; .. a savings and loan or other thrift institution; .. a credit union; or .. a securities exchange or clearing agency. In some situations additional documentation may be necessary. Please contact your financial representative or Natixis Funds regarding documentation requirements. Exchanging Shares In general, you may exchange shares of your Fund for shares of another Natixis Fund or Loomis Sayles Fund that offers that class of shares subject to certain restrictions shown below. An exchange must be for the minimum to open an account (or the total net asset value of your account, whichever is less), or $100 if made under the Automatic Exchange Plan (see the section "Additional Investor Services"). 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 maybe exercised only in those states where shares of such fund may be legally sold. For federal income tax purposes, an exchange of fund shares for shares of another fund is generally treated as a sale on which a gain or loss may be recognized. Subject to the applicable rules of the SEC, the Board of Trustees reserves the right to modify the exchange privilege at any time. Before requesting an exchange into any other fund, please read its prospectus carefully. Please refer to the Statement of Additional Information (the "SAI") for more detailed information on exchanging Fund shares. Exchange Options Class A shares of the Money Market Fund not previously subject to a front-end sales charge or CDSC may exchange into: .. Class A shares of a Natixis Fund or Loomis Sayles Fund, after paying the applicable front-end sales charge and subjecting the new shares to any applicable CDSC. Class A shares of the Money Market Fund previously subject to a front-end sales charge or CDSC may exchange into: .. Class A shares of a Natixis Fund or Loomis Sayles Fund without paying a front-end sales charge or CDSC. Class B shares of the Money Market Fund may exchange into: .. Class B shares of a Natixis Fund or Loomis Sayles Fund subject to its CDSC schedule. - -------------------------------------------------------------------------------- 15 [GRAPHIC] Fund Services Exchanging Shares (continued) Class C shares of the Money Market Fund may exchange into: .. Class C shares of a Natixis Fund or Loomis Sayles Fund subject to its CDSC schedule. If you exchange shares of a Natixis Fund or Loomis Sayles Fund into shares of the Money Market Fund, the holding period for purposes of determining the CDSC for Class B and Class C shares and conversion from Class B into Class A shares stops until you exchange back into shares of another Natixis Fund or Loomis Sayles Fund. If you choose to redeem those Money Market Fund shares, a CDSC may apply. Restrictions on Buying and Selling Shares The Adviser believes that shareholders will buy and sell shares of the Fund frequently as the Fund is designed to offer investors a liquid investment. Accordingly, the Board of Trustees has not adopted policies to monitor and restrict the frequent trading of Fund shares. Purchase Restrictions The Fund is required by federal regulations to obtain certain personal information from you and to use that information to verify your identity. The Fund may not be able to open your account if the requested information is not provided. The Fund reserves the right to refuse to open an account, close an account and redeem your shares at the then current price or take other such steps that the Fund deems necessary to comply with federal regulations if your identity cannot be verified. Selling Restrictions The table below describes restrictions placed on selling shares of the Fund described in this Prospectus: Restriction Situation The Fund may suspend . When the New York the right of redemption Stock Exchange (the or postpone payment for "Exchange") is closed more than 7 days: (other than a weekend/holiday) . During an emergency . During any other period permitted by the SEC The Fund reserves the . With a notice of a right to suspend dispute between account services or registered owners or refuse transaction death of a registered requests: owner . With suspicion/evidence of a fraudulent act The Fund may pay the . When it is detrimental redemption price in for the Fund to make whole or in part by a cash payments as distribution in kind of determined in the sole readily marketable discretion of the securities in lieu of adviser or subadviser cash or may take up to 7 days to pay a redemption request in order to raise capital: The Fund may withhold . When redemptions are redemption proceeds for made within 10 10 days: calendar days of purchase by check or ACH If you hold certificates representing your shares, they must be sent with your request for it to be honored. It is recommended that certificates be sent by registered mail. Although most redemptions are made in cash, as described in the SAI, the Fund reserves the right to redeem shares in kind. - -------------------------------------------------------------------------------- 16 [GRAPHIC] Fund Services How Fund Shares Are Priced "Net asset value" is the price of one share of a Fund without a sales charge, and is calculated each business day using this formula: Net Asset Value = Total market value of securities + Cash and other assets - Liabilities ------------------------------------------------- Number of outstanding shares
Fund securities are generally valued at amortized cost on each day that the Exchange is open for trading. Amortized cost approximates market value of the security at the time of purchase. By using amortized cost valuation, the Fund seeks to maintain a constant net asset value of $1.00 per share despite minor shifts in the market value of its portfolio securities. The net asset value of Fund shares is determined according to this schedule: .. A share's net asset value is determined at the close of regular trading on the Exchange on the days the Exchange is open for trading. This is normally 4:00 p.m. Eastern time. Generally, the Fund's shares will not be priced on the days on which the Exchange is closed for trading. However, in Natixis Advisors' discretion, the Fund's shares may be priced on a day the Exchange is closed for trading if Natixis Advisors in its discretion determines that there has been enough trading in the Fund's portfolio securities to materially affect the net asset value of the Fund's shares. This may occur, for example, if the Exchange is closed but the fixed income markets are open for trading. In addition, the Fund's shares will not be priced on the holidays listed in the SAI. See the section "Net Income, Dividends and Valuation" in the SAI for more details. .. The price you pay for purchasing, redeeming or exchanging a share will be based upon the net asset value next calculated (plus or minus applicable sales charges as described earlier in this Prospectus) after your order is received "in good order." .. Requests received by the Fund after the Exchange closes will be processed based upon the net asset value determined at the close of regular trading on the next day that the Exchange is open*. * Under limited circumstances, the Distributor may enter into contractual agreements pursuant to which orders received by your investment dealer before the close of the Exchange and transmitted to the Fund prior to 9:30 a.m. on the next business day are processed at the net asset value determined on the day the order was received by your investment dealer. Generally, during times of substantial economic or market change, it may be difficult to place your order by phone. During these times, you may deliver your order in person to the Fund or send your order by mail as described in the sections "Buying Shares" and "Selling Shares." Dividends and Distributions The Fund generally distributes most or all of its net investment income (taxable income other than long-term capital gains) in the form of dividends. The Fund declares dividends for each class daily and pays them monthly. The net investment income accruing on Saturdays, Sundays and other days on which the Exchange is closed is declared as a dividend on the immediately following business day. The Fund expects to distribute all net realized long- and short-term capital gains annually, after applying any available capital loss carryovers. To the extent permitted by law, the Fund may adopt a different schedule as long as payments are made at least annually. Distributions will automatically be reinvested in shares of the same class of the distributing Fund at net asset value, unless you select one of the following alternatives: . Participate in the Dividend Diversification Program, which allows you to have all dividends and distributions automatically invested at net asset value (plus applicable sales charge or CDSC) in shares of the same class of another Natixis Fund registered in your name. Certain investment minimums and restrictions may apply. For more information about this program, see the section "Additional Investor Services." . Receive distributions from dividends and interest in cash while reinvesting distributions from capital gains in additional shares of the same class of the Fund or another Natixis Fund. . Receive all distributions in cash. - -------------------------------------------------------------------------------- 17 [GRAPHIC] Fund Services Dividends and Distributions (continued) For more information or to change your distribution option, contact Natixis Funds in writing or call 800-225-5478. If you earn more than $10 annually in taxable income from a Natixis Fund held in a non-retirement plan account, you will receive a Form 1099 to help you report the prior calendar year's distributions on your federal income tax return. This information will also be reported to the Internal Revenue Service. Be sure to keep this Form 1099 as a permanent record. A fee may be charged for any duplicate information requested. Tax Consequences The Fund intends to meet all requirements under Subchapter M of the Internal Revenue Code necessary to qualify for treatment as a "regulated investment company" and thus does not expect to pay any federal income tax on income and capital gains distributed to shareholders. Taxation of Distributions from the Fund. Distributions derived from net short-term capital gains, i.e., gains from the sale of investments that the Fund held one year or less, or investment income (other than exempt interest dividends) are generally taxable at ordinary income rates. Distributions by the Fund to retirement plans that qualify for tax-exempt treatment under federal income tax laws generally will not be taxable. Distributions of net capital gains (that is, the excess of net long-term capital gains over net short-term capital losses) from the sale of investments that the Fund owned for more than one year that are designated by the Fund as capital gain dividends ("Capital Gain Dividends") will generally be taxable to a shareholder receiving such distributions as long-term capital gain, regardless of how long the shareholder has held Fund shares. For taxable years beginning before January 1, 2011, distributions of investment income designated by the Fund as derived from "qualified dividend income" will be taxed in the hands of individuals at the rates applicable to long-term capital gain provided holding period and other requirements are met at both the shareholder and Fund levels. The Fund does not expect a significant portion of Fund distributions to be derived from qualified dividend income. Fund distributions paid to you are taxable whether you receive them in cash or reinvest them in additional shares. For taxable years beginning before January 1, 2011, long-term capital gain rates applicable to individuals have been temporarily reduced to in general, 15%, with lower rates applying to taxpayers in the 10% and 15% brackets. For more information, see the SAI under "Income Dividends, Capital Gain Distributions and Tax Status." Taxation of Certain Investments. The Fund's investment in foreign securities, if any, may be subject to foreign withholding or other taxes. In that case, the Fund's yield on those securities would be decreased. Shareholders will not be entitled to claim a credit or deduction with respect to foreign taxes. In addition, the Fund's investments in foreign securities may increase or accelerate the Fund's recognition of ordinary income and may affect the timing or amount of the Fund's distributions. Dividends derived from interest on securities issued by the U.S. government or its agencies or instrumentalities may be exempt from state and local income taxes. The Fund advises shareholders of the proportion of the Fund's dividends that are derived from such interest. The Fund's investments in certain debt obligations may cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, the Fund could be required at times to liquidate other investments in order to satisfy its distribution requirements. Income generated by investments in fixed-income securities is not eligible for treatment as qualified dividend income. Non-U.S. Shareholders. In general, dividends (other than Capital Gain Dividends and exempt-interest dividends) paid to a shareholder that is not a "U.S. person" within the meaning of the Code (such shareholder, a "foreign person") are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). Although, effective for taxable years of the Fund beginning before January 1, 2008, the Fund generally will not be required to withhold any amounts with respect to certain properly designated distributions of certain interest income and short-term capital gains. The Fund does not intend to make such designations. Backup Withholding. The Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable dividends and redemption proceeds paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number ("TIN"), who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. Pursuant to recently enacted tax legislation, the backup withholding rules may also apply to distributions that are properly designated as exempt-interest dividends. The - -------------------------------------------------------------------------------- 18 backup withholding tax rate is 28% for amounts paid on or before December 31, 2010. The backup withholding tax rate will be 31% for amounts paid after December 31, 2010. Sales or Exchanges of Fund Shares. The redemption, sale or exchange of Fund shares (including an exchange of Fund shares for shares of another Natixis Fund or Loomis Sayles Fund) is a taxable event and may result in the recognition of a gain or loss. Gain or loss, if any, recognized on the redemption, sale, exchange or other disposition of Fund shares will be taxed as a long-term capital gain or loss if the shares are capital assets in the shareholder's hands and if the shareholder held the shares for more than one year. You should consult your tax adviser for more information on your own situation, including possible federal, state or local taxes. - -------------------------------------------------------------------------------- 19 [GRAPHIC] Fund Services Additional Investor Services Retirement Plans Natixis Funds offer a range of retirement plans, including Coverdell Education Savings Accounts, IRAs, SEPs, 403(b) plans and other pension and profit sharing plans. Refer to the section "It's Easy to Open an Account" for investment minimums. For more information about our Retirement Plans, call us at 800-225-5478. Investment Builder Program This is Natixis Funds' automatic investment plan. Once you meet the Fund minimum, you may authorize automatic monthly transfers of $50 or more per Fund from your bank checking or savings account to purchase shares of one or more Natixis Funds. For instructions on how to join the Investment Builder Program, please refer to the section "Buying Shares." Dividend Diversification Program This program 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 eligibility requirements of that other fund and to state securities law requirements. Shares will be purchased at the selected fund's net asset value (plus the applicable sales charge or CDSC) on the dividend record date. Before establishing a Dividend Diversification Program into any other Natixis Fund, please read its prospectus carefully. Automatic Exchange Plan Natixis Funds have an automatic exchange plan under which shares of a class of a Natixis Fund are automatically exchanged each month for shares of the same class of another Natixis Fund. There is no fee for exchanges made under this plan, but there may be a sales charge in certain circumstances. Please see the section "Exchanging Shares" above and refer to the SAI for more information on the Automatic Exchange Plan. Systematic Withdrawal Plan This plan allows you to redeem shares and receive payments from your fund on a regular schedule. Redemption of shares that are part of the Systematic Withdrawal Plan are not subject to a CDSC. However, the amount or percentage you specify in the plan may not exceed, on an annualized basis, 10% of the value of your fund account based upon the value of your fund account on the day you establish your plan. For information on establishing a Systematic Withdrawal Plan, please refer to the section "Selling Shares." Natixis Funds Personal Access Line(R) This automated customer service system allows you to have access to your account 24 hours a day by calling 800-225-5478, and pressing 1. With a touch-tone telephone, you can obtain information about your current account balance, recent transactions, fund prices and recent performance. You may also use Personal Access Line(R) to purchase, exchange or redeem shares in any of your existing accounts. Certain restrictions may apply. Natixis Funds Web Site Visit us at www.funds.natixis.com to review your account balance and recent transactions, to view daily prices and performance information or to order duplicate account statements and tax information. You may also go online to purchase, exchange or redeem shares in your existing accounts. Certain restrictions may apply. - -------------------------------------------------------------------------------- 20 This page left blank intentionally. - -------------------------------------------------------------------------------- 21 [GRAPHIC] Financial Performance The financial highlights table is intended to help you understand the Fund's financial performance for the last five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the return that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with the Fund's financial statements, is included in the Fund's annual report to shareholders. The annual report is incorporated by reference into the SAI, both of which are available free of charge upon request from the Distributor. For a share outstanding throughout each year.
Income from investment operations: Less distributions: ---------------------------------- --------------------------- Net asset value, Dividends Net asset beginning Net Total from from value, of investment investment net investment Total end of year income operations income distributions year --------- ---------- ---------- -------------- ------------- --------- Class A, B, C 6/30/2007 $1.00 $0.0469 $0.0469 $(0.0469) $(0.0469) $1.00 6/30/2006 1.00 0.0351 0.0351 (0.0351) (0.0351) 1.00 6/30/2005 1.00 0.0126 0.0126 (0.0126) (0.0126) 1.00 6/30/2004 1.00 0.0022 0.0022 (0.0022) (0.0022) 1.00 6/30/2003 1.00 0.0076 0.0076 (0.0076) (0.0076) 1.00
(a)Represents expenses net of minimum balance fees deducted from shareholder accounts and retained by the Fund. - -------------------------------------------------------------------------------- 22
Ratios to average net assets: --------------------------------- Net assets, Total end of Gross Net Net investment return year Expenses Expenses income (%) (000's) (%) (%) (%) ------ ----------- -------- -------- -------------- 4.8 $240,182 0.71 0.67(a) 4.69 3.6 255,816 0.82 N/A 3.45 1.3 318,697 1.02 N/A 1.24 0.2 368,546 0.94 N/A 0.21 0.8 458,957 0.88 N/A 0.77
- -------------------------------------------------------------------------------- 23 Glossary of Terms Bankers' acceptance -- A bill of exchange drawn on and accepted by a bank. The bank as the drawee of the bill becomes responsible for payment of the bill at maturity. Capital gain distributions -- Payments to a Fund's shareholders of net profits earned from selling securities in a Fund's portfolio. Capital gain distributions are usually paid once a year. Credit rating -- Independent evaluation of a bond's creditworthiness. This measurement is usually calculated through an index compiled by companies such as Standard & Poor's Rating Service, Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's"), or Fitch Investors Services, Inc. ("Fitch"). Bonds with a credit rating of BBB or higher by S&P or Fitch, or Baa or higher by Moody's, are generally considered investment grade. Diversification -- The strategy of investing in a wide range of securities representing different market sectors to reduce the risk if an individual company or one sector suffers losses. Dividend yield -- The current or estimated annual dividend divided by the market price per share of a security. Income distributions -- Payments to a Fund's shareholders resulting from the net interest or dividend income earned by a Fund's portfolio. Inflation -- A general increase in prices coinciding with a fall in the real value of money, as measured by the Consumer Price Index. Interest rate -- Rate of interest charged for the use of money, usually expressed at an annual rate. Maturity -- The final date on which the payment of a debt instrument (e.g., bonds, notes, repurchase agreements) becomes due and payable. Short-term bonds generally have maturities of up to 5 years; intermediate-term bonds between 5 and 15 years; and long-term bonds over 15 years. Net asset value (NAV) per share -- The market value of one share of a Fund on any given day without taking into account any front-end sales charge or CDSC. It is determined by dividing a Fund's total net assets by the number of shares outstanding. Repurchase agreement -- An agreement to buy a security at one price and a simultaneous agreement to sell it back at an agreed upon price. Total return -- The change in value of an investment in a Fund over a specific time period expressed as a percentage. Total returns assume all distributions are reinvested in additional shares of a Fund. Yield -- The rate at which a Fund earns income, expressed as a percentage. Mutual fund yield calculations are standardized, based upon a formula developed by the SEC. Yield-to-maturity -- The concept used to determine the rate of return an investor will receive if a long-term, interest-bearing investment, such as a bond, is held to its maturity date. It takes into account purchase price, redemption value, time to maturity, coupon yield (the interest rate on a debt security the issuer promises to pay to the holder until maturity, expressed as an annual percentage of face value) and the time between interest payments. - -------------------------------------------------------------------------------- 24 If you would like more information about the Fund, the following documents are available free upon request: Annual and Semiannual Reports -- Provide additional information about the Fund's investments. Each report includes a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year. Statement of Additional Information (SAI) -- Provides more detailed information about the Fund and its investment limitations and policies. The SAI has been filed with the SEC and is incorporated into this Prospectus by reference. To order a free copy of the Fund's annual or semiannual report or its SAI, and to make shareholder inquiries generally, contact your financial representative, or the Fund at: Natixis Distributors, L.P., 399 Boylston Street, Boston, MA 02116 Telephone: 800-225-5478 The Fund's annual and semiannual reports and SAI are also available on the Fund's website at: www.funds.natixis.com Important Notice Regarding Delivery of Shareholder Documents: In our continuing effort to reduce your fund's expenses and the amount of mail that you receive from us, we will combine mailings of prospectuses, annual or semiannual reports and proxy statements to your household. If more than one family member in your household owns the same fund or funds described in a single prospectus, report or proxy statement, you will receive one mailing unless you request otherwise. Additional copies of our prospectuses, reports or proxy statements may be obtained at any time by calling 800-225-5478. If you are currently receiving multiple mailings to your household and would like to receive only one mailing or if you wish to receive separate mailings for each member of your household in the future, please call us at the telephone number listed above and we will make the requested change to mailings within 30 days of your request. Your financial representative or Natixis Funds will also be happy to answer your questions or to provide any additional information that you may require. Information about the Fund, including its reports and SAI, can be reviewed and copied at the Public Reference Room of the SEC in Washington, D.C. Text-only copies of the Fund's reports and SAI are available free from the EDGAR Database on the SEC's Internet site at: www.sec.gov. Copies of this information may also be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Portfolio Holdings -- A description of Fund's policies and procedures with respect to the disclosure of the Fund's portfolio securities is available in the SAI. Natixis Distributors, L.P. ("Natixis Distributors"), and other firms selling shares of Natixis Funds are members of the Financial Industry Regulatory Authority ("FINRA"). As a service to investors, the FINRA has asked that we inform you of the availability of a brochure on its Public Disclosure Program. The program provides access to information about securities firms and their representatives. Investors may obtain a copy by contacting the FINRA at 1-800-289-9999 or by visiting its website at www.FINRA.org. (Investment Company Act File No. 811-02819) Natixis Distributors distributes the Natixis Funds and Loomis Sayles Funds. If you have a complaint concerning Natixis Distributors or any of its representatives or associated persons, please direct it to Natixis Distributors, L.P., Attn: Chief Compliance Officer, 399 Boylston Street , Boston, MA 02116 or call us at 617-449-2828. - -------------------------------------------------------------------------------- XM51-0907 [NATIXIS FUNDS LOGO APPEARS HERE] STATEMENT OF ADDITIONAL INFORMATION September 1, 2007 NATIXIS CASH MANAGEMENT TRUST (Formerly, IXIS Advisor Cash Management Trust) NATIXIS CASH MANAGEMENT TRUST - MONEY MARKET SERIES (Formerly, IXIS Cash Management Trust - Money Market Series) This Statement of Additional Information (the "Statement") contains information which may be useful to investors but which is not included in the Prospectus of the Natixis Cash Management Trust--Money Market Series (the "Fund"), a series of Natixis Cash Management Trust (the "Trust"). This Statement is not a prospectus and is authorized for distribution only when accompanied by or preceded by the Prospectus of the Fund dated September 1, 2007, as may be revised and supplemented from time to time (the "Prospectus"). This Statement should be read together with the Prospectus. Investors may obtain the Prospectus without charge from Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579, by calling Natixis Funds at 800-225-5478 or by visiting the Fund's website at www.funds.natixis.com. The Fund's financial statements and accompanying notes that appear in the Fund's annual report is incorporated by reference into this Statement. The Fund's 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 Fund's website at www.funds.natixis.com. Table of Contents THE TRUST.................................................................. 2 INVESTMENT OBJECTIVES AND POLICIES......................................... 2 INVESTMENT RESTRICTIONS.................................................... 5 PORTFOLIO HOLDINGS INFORMATION............................................. 6 MANAGEMENT OF THE TRUST.................................................... 7 OWNERSHIP OF FUND SHARES................................................... 14 INVESTMENT ADVISORY AND OTHER SERVICES..................................... 14 OTHER ARRANGEMENTS......................................................... 17 PORTFOLIO TRANSACTIONS..................................................... 18 DESCRIPTION OF THE TRUST................................................... 19 HOW TO BUY SHARES.......................................................... 21 REDEMPTIONS................................................................ 21 SHAREHOLDER SERVICES....................................................... 22 NET INCOME, DIVIDENDS AND VALUATION........................................ 27 TAXES...................................................................... 29 FINANCIAL STATEMENTS....................................................... 33 APPENDIX A - DESCRIPTION OF CERTAIN INVESTMENTS............................ A-1 APPENDIX B - DESCRIPTION OF SECURITIES RATINGS............................. B-1 THE TRUST Natixis Cash Management Trust was organized as a Massachusetts business trust under the laws of Massachusetts by an Agreement and Declaration of Trust (a "Declaration of Trust") dated June 5, 1980, as amended. The Trust commenced operations on October 3, 1980 by acquiring all the assets and liabilities of NEL Cash Management Account, Inc., which had commenced operations on July 10, 1978. The Trust was established with the same investment objective, policies, restrictions and investment adviser as NEL Cash Management Account, Inc. then had. The name of the Trust has changed several times since its organization: Trust Name Date ---------- ---- NEL Cash Management Trust July 1978 to September 1986 New England Cash Management Trust September 1986 to April 1992 TNE Cash Management Trust April 1992 to April 1994 New England Cash Management Trust April 1994 to February 2000 Nvest Cash Management Trust February 2000 to April 2001 CDC Nvest Cash Management Trust May 2001 to April 2005 IXIS Advisor Cash Management Trust May 2005 to August 2007 Natixis Cash Management Trust August 2007 to present The Money Market Series is the only series of Natixis Cash Management Trust currently in existence. The name of the Money Market Series has changed several times since its organization: Series Name Date ----------- ---- NEL Cash Management Trust July 1978 to June 1982 NEL Cash Management Trust - Money Market Series June 1982 to September 1986 New England Cash Management Trust - Money Market Series September 1986 to April 1992 TNE Cash Management Trust - Money Market Series April 1992 to April 1994 New England Cash Management Trust - Money Market Series April 1994 to February 2000 Nvest Cash Management Trust - Money Market Series February 2000 to April 2001 CDC Nvest Cash Management Trust - Money Market Series May 2001 to April 2005 IXIS Cash Management Trust - Money Market Series May 2005 to August 2007 Natixis Cash Management Trust - Money Market Series August 2007 to present The Fund has three classes of shares Classes A, B and C. The Fund offers Class A and Class C shares to the public. No new accounts may be opened in Class B shares and no additional investments into Class B shares may be made after October 12, 2007. The Trust is a diversified, open-end management investment company. INVESTMENT OBJECTIVES AND POLICIES GENERAL The investment objectives and policies of the Fund are summarized in the Prospectus under "Goals, Strategies & Risks." The investment policies and types of permitted investments of the Fund set forth below and in the Prospectus may be changed without shareholder approval except that the investment objective of the Fund, and any investment policy expressly identified as fundamental, may not be changed without the approval of a majority of the outstanding voting securities of the Fund. The terms "shareholder approval" and "majority of the outstanding voting securities" as used in this Statement each refer to approval by (a) 67% or more of the voting shares of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting shares of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting shares of the Fund, whichever is less. The Fund will invest only in securities which the Fund's subadviser, Reich & Tang Asset Management, LLC ("Reich & Tang"), acting under guidelines established by the Fund's Board of Trustees, has determined are of high quality and present 2 minimal credit risk. For a description of certain of the money market instruments in which the Fund may invest, and the related descriptions of the ratings of Standard and Poor's Ratings Group ("S&P"), Moody's Investors Service, Inc. ("Moody's") and Fitch Investors Service, Inc. ("Fitch"), see Appendices A and B to this Statement. Money market instruments maturing in less than one year may yield less than obligations of comparable quality having longer maturities. The Fund's investments may include certificates of deposit, bankers' acceptances and other U.S. dollar-denominated obligations of banks whose net assets exceed $100 million. These obligations 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 Reich & Tang believes the risks are minimal. The Fund may also 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, some are supported by the discretionary authority of the U.S. government to purchase the issuer's obligations (e.g., obligations of the Federal National Mortgage Association), some by the right of the issuer to borrow from the U.S. government (e.g., obligations of Federal Home Loan Banks), while still others are supported only by the credit of the issuer itself (e.g., obligations of the Student Loan Marketing Association). U.S. government securities that are not backed by the full faith and credit of the United States are considered riskier than those that are. The Fund's investments at the time of purchase (other than U.S. government securities and repurchase agreements relating thereto) generally will be rated in the two highest rating categories as rated by a major credit agency or, if unrated, will be of comparable quality as determined by the Fund's subadviser under guidelines approved by the Fund's Board of Trustees. Considerations of liquidity, safety and preservation of capital may preclude the Fund from investing in money market instruments paying the highest available yield at a particular time. The Fund, consistent with its investment objective, attempts to maximize yields by engaging in portfolio trading and by buying and selling portfolio investments in anticipation of, or in response to, changing economic and money market conditions and trends. The Fund also seeks to take advantage of what are believed to be temporary disparities in the yields of the different segments or among particular instruments within the same segment of the market. These policies, as well as the relatively short maturity of obligations to be purchased by the Fund, may result in frequent changes in the portfolio composition of the Fund. There are usually no brokerage commissions paid by the Fund in connection with the purchase of securities of the type in which it invests. See "Portfolio Transactions" and "Investment Restrictions." Asset-Backed Securities The Fund may invest in asset-backed securities. The securitization techniques used to develop mortgage securities are also being applied to a broad range of other assets. (Mortgage-backed securities are a type of asset backed security). Through the use of trusts and special purpose vehicles, assets such as automobile and credit card receivables, are being securitized in pass-through structures similar to mortgage pass-through structures or in a pay-through structure similar to a collateralized mortgage obligation structure. 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 pre-paid, the Fund will ordinarily reinvest the prepaid amounts in securities the yields of which reflect interest rates prevailing at the time. Therefore, the Fund's ability to maintain a portfolio that includes high-yielding asset-backed securities will be adversely affected to the extent that prepayments of principal must be reinvested in securities that have lower yields than the prepaid obligations. Moreover, prepayments of securities purchased at a premium could result in a realized loss. 3 Interfund Transactions Pursuant to Securities and Exchange Commission ("SEC") exemptive relief, the Fund and certain other funds advised by Reich & Tang, such as the Daily Income Fund; Cortland Trust, Inc., and Short-Term Income Fund, Inc. ("Central Funds") may lend money to the other funds for temporary or emergency purposes directly to and from each other through an interfund credit facility. Such other mutual funds may also be permitted to invest their daily cash balances in the Central Funds. In addition to the Fund and the Central Funds, series of the following mutual fund groups may also be able to participate in the facility: Natixis Funds Trust I (except the CGM Advisor Targeted Equity Fund series), Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Harris Associates Investment Trust, Loomis Sayles Funds I and Loomis Sayles Funds II. The advisers and subadvisers to these mutual funds currently include Natixis Asset Management Advisors, L.P., Reich & Tang, Loomis, Sayles & Company, L.P., AEW Management and Advisors, L.P., Dreman Value Management, LLC, Harris Associates L.P., Hansberger Global Investors, Inc., BlackRock Investment Management, LLC ("BlackRock"), Vaughan Nelson Investment Management, L.P. and Westpeak Global Advisors, L.P. Each of these advisers and subadvisers (except for BlackRock and Dreman) are subsidiaries of Natixis Global Asset Management, L.P. and are thus "affiliated persons" under the Investment Company Act of 1940 (the "1940 Act") by reason of being under common control by Natixis Global Asset Management, L.P. In addition, because the Funds are advised by firms that are affiliated with one another, they may be considered to be related companies comprising a "group of investment companies" under the 1940 Act. The Central Funds, including the Fund, will participate in the Credit Facility only as lenders. Participation in such an interfund lending program would be voluntary for both borrowing and lending funds, and a fund would participate in an interfund lending program only if the Board of Trustees determined that doing so would benefit a fund. Should a fund participate in such an interfund lending program, the Board of Trustees would establish procedures for the operation of the program by the advisers or an affiliate. The Fund may engage in the transactions described above without further notice to shareholders. Repurchase Agreements As noted in the Prospectus, the Fund may enter into repurchase agreements, which are agreements pursuant to which the Fund purchases a security and obtains a simultaneous commitment from the seller (a member bank of the Federal Reserve or, to the extent permitted by the 1940 Act, a recognized securities dealer) to repurchase the security at an agreed-upon price and date (usually seven days or less from the date of original purchase). The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to the coupon rate on the purchased security. Such transactions afford the Fund the opportunity to earn a return on temporarily available cash at relatively low market risk. While the underlying security may be a U.S. government security or another type of high quality money market instrument, the obligation of the seller is not guaranteed by the U.S. government, the issuer of the municipal security, or the issuer of any other high quality money market instrument underlying the agreement, and there is a risk that the seller may fail to repurchase the underlying security. In such event, the Fund would attempt to exercise rights with respect to the underlying security, including possible disposition in the market. However, in case of such a default, the Fund may be subject to various delays and risks of loss, including (a) possible declines in the value of the underlying security during the period while the Fund seeks to enforce its rights thereto, (b) possible reduced levels of income and lack of access to income during this period, and (c) the inability to enforce rights and the expenses involved in attempted enforcement. The Fund will enter into repurchase agreements only where the market value of the underlying security equals or exceeds the repurchase price, and the Fund will require the seller to provide additional collateral if this market value falls below the repurchase price at any time during the term of the repurchase agreement. Reverse Repurchase Agreements The Fund 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 the Fund in a dollar amount sufficient to make payment of the obligations to be purchased are segregated on the Fund's records at the trade date and maintained until the transaction is settled. As described in the Prospectus, all of the Fund's investments will be in U.S. dollars and will be determined to present minimal credit risks by the subadviser under guidelines established by the Fund's Board of Trustees. Also, all of the Fund's investments will, at the time of investment, have remaining maturities of 397 days or less. The dollar-weighted average maturity of the Fund's portfolio securities will not exceed 90 days at the time of each investment. If the disposition 4 of a portfolio security results in a dollar-weighted average portfolio maturity in excess of 90 days for the Fund, the Fund will invest its available cash in such a manner as to reduce its dollar-weighted average portfolio maturity to 90 days or less as soon as reasonably practicable. For the purposes of the foregoing maturity restrictions, variable rate instruments which are scheduled to mature in more than 397 days are treated as having a maturity equal to the longer of (i) the period remaining until the next readjustment of the interest rate and (ii) if the Fund is entitled to demand prepayment of the instrument, the notice period remaining before the Fund is entitled to such prepayment; other variable rate instruments are treated as having a maturity equal to the shorter of such periods. Floating rate instruments which are scheduled to mature in more than 397 days are treated as having a maturity equal to the notice period remaining before the Fund is entitled to demand prepayment of the instrument; other floating rate instruments, and all such instruments which are U.S. government securities, are treated as having a maturity of one day. The value of the securities in the Fund can be expected to vary inversely with changes in prevailing interest rates. Thus, if interest rates increase after a security is purchased, that security, if sold, might be sold at a loss. Conversely, if interest rates decline after purchase, the security, if sold, might be sold at a profit. In either instance, if the security were held to maturity, no gain or loss would normally be realized as a result of these fluctuations. Substantial redemptions of the shares of the Fund might require the sale of portfolio investments of the Fund at a time when a sale might not be desirable. After purchase by the Fund, a security may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund but neither event will require a sale of such security by the Fund. However, such event will be considered in determining whether the Fund should continue to hold the security. To the extent that the ratings given by Moody's or S&P (or another nationally recognized statistical rating organization ("NRSRO") approved by the SEC) may change as a result of changes in such organizations or their rating systems, the Fund will, in accordance with standards approved by the Board of Trustees, attempt to use comparable ratings as standards for investments in accordance with the investment policies contained in the Prospectus. INVESTMENT RESTRICTIONS The following is a description of restrictions on the investments to be made by the Fund. The restrictions marked with an asterisk (*) may not be changed without the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act). Except in the case of restrictions marked with a dagger (+) below, the percentages set forth below and the percentage limitations set forth in the Prospectus will apply at the time of 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 Fund will not: *(1) Purchase any security if, as a result, more than 5% of its total assets (based on current value) would then be invested in securities of a single issuer or acquire more than 10% of the outstanding voting securities of any issuer; provided however, this limitation does not apply to government securities as defined in the 1940 Act; *(2) Purchase any security (other than U.S. government securities and bank obligations) if, as a result, more than 25% of the Fund's total assets (taken at market 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; *(3) Make short sales of securities, maintain a short position or purchase securities on margin, except that the Fund may obtain short-term credits as necessary for the clearance of security transactions, and the Fund may make any short sales or maintain any short positions where the short sales or short positions would not constitute "senior securities" under the 1940 Act; *(4) Borrow money except for temporary or emergency purposes; provided, however, that the Fund may loan securities, engage in reverse repurchase agreements and dollar rolls, in an amount not exceeding 33 1/3% of its total assets taken at cost; 5 *(5) Make loans, except that the Fund may purchase or hold debt instruments in accordance with its investment objective and policies; provided however, that this restriction does not apply to repurchase agreements or loans of portfolio securities; *(6) Purchase or sell commodities, except that the Fund may purchase and sell futures contracts and options, may enter into foreign exchange contracts and may enter into swap agreements and other financial transactions not requiring the delivery of physical commodities; *(7) 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; *(8) Act as underwriter except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws; (9) Write or purchase puts, calls or combinations thereof; +(10) Purchase any security restricted as to disposition under the federal securities laws if, as a result, more than 10% of the Fund's net assets would be invested in such securities or in other securities that are illiquid, including repurchase agreements maturing in more than seven days and certain loan participations; or (11) Issue senior securities, expect as otherwise permitted by the 1940 Act. PORTFOLIO HOLDINGS INFORMATION The Fund 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 Trust's Board of Trustees. Generally, full portfolio holdings information will not be disclosed until it is first posted on the Fund's website at www.funds.natixis.com. Generally, full portfolio holdings information will not be posted until it has aged for at least 30 days. Any holdings information that is released must clearly indicate the date of the information, and must state that due to active management, the Fund may or may not still invest in the securities listed. Portfolio characteristics, such as industry/sector breakdown, current yield, quality breakdown, duration, average price-earnings ratio and other similar information may be provided on a current basis. However, portfolio characteristics do not include references to specific portfolio holdings. The Board of Trustees has approved the following exceptions to the general policy on the sharing of portfolio holdings information as in the best interests of the Fund: (1) Disclosure of portfolio holdings posted on the Fund's website provided that information is shared no sooner than the next day following the day on which the information is posted; (2) Disclosure to firms offering industry-wide services, provided that the firm has entered into a confidentiality agreement with the Fund, its principal underwriter or an affiliate of the Fund's principal underwriter. Entities that receive information pursuant to this exception include Lipper (monthly disclosure of full portfolio holdings, provided 5 days after month-end) and FactSet (daily disclosure of full portfolio holdings, provided the next business day); (3) Disclosure to employees of the Fund's adviser, subadviser, principal underwriter, administrator, custodian, fund accounting agent and independent accountant, as well as to broker dealers executing portfolio transactions for the Fund, provided that such disclosure is made for bona fide business purposes. Such disclosure will be subject to appropriate confidentiality conditions, which may include confidentiality conditions implied by the nature of the relationship with such providers or required by fiduciary or regulatory principles; and (4) Other disclosures made for non-investment purposes, but only if approved in writing in advance by an officer of the Fund. Such exceptions will be reported to the Board of Trustees. With respect to (4) above, approval will be granted only when the officer determines that the Fund has a legitimate business reason for sharing the portfolio holdings information and the recipients are subject to a duty of confidentiality, including a duty not to trade on the information. As of the date of this Statement, the only entity that receives information 6 pursuant to this exception is GCom2 (quarterly, or more frequently as needed, disclosure of full portfolio holdings) for the purpose of performing certain functions related to the production of the Funds' semiannual financial statements, quarterly Form N-Q filing and other related items. The Fund's Board of Trustees exercises oversight of the disclosure of the Fund's portfolio holdings by reviewing, on a quarterly basis, persons or entities receiving such disclosure. Notwithstanding the above, there is no assurance that the Fund's policies on the sharing of portfolio holdings information will protect the Fund from the potential misuse of holdings by individuals or firms in possession of that information. Other registered investment companies that are advised or subadvised by the Fund's adviser or subadviser may be subject to different portfolio holdings disclosure policies, and neither the Fund's adviser nor the Fund's Board of Trustees exercises control over such policies or disclosure. In addition, separate account clients of the Fund's adviser and subadviser have access to their portfolio holdings and are not subject to the Fund's portfolio holdings disclosure policies. Some of the funds that are advised or sub-advised by the Fund's adviser or subadviser and some of the separate accounts managed by them have investment objectives and strategies that are substantially similar or identical to those of the Fund, and therefore potentially substantially similar, and in certain cases nearly identical, portfolio holdings as the Fund. In addition, any disclosures of portfolio holdings information by the Fund or its adviser must be consistent with the anti-fraud provisions of the federal securities laws, the Fund's and the adviser's fiduciary duty to shareholders, and the Fund's code of ethics. The Fund's policies expressly prohibit the sharing of portfolio holdings information if the Fund, its adviser and/or 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 the Fund or in other funds or accounts managed by the Fund's adviser and/or subadviser or by any affiliated person of the adviser and/or subadviser. MANAGEMENT OF THE TRUST The Trust is governed by a Board of Trustees, which is responsible for generally overseeing the conduct of Fund business and for protecting the interests of shareholders. The Trustees meet periodically throughout the year to oversee the Fund's activities, review contractual arrangements with companies that provide services to the Fund and review the Fund's performance. Trustees and Officers The table below provides certain information regarding the trustees and officers of the Trust. For purposes of this table and for purposes of this Statement, the term "Independent Trustee" means those trustees who are not "interested persons," as defined in the 1940 Act, of the Trust. In certain circumstances, Trustees are also required to have no direct or indirect financial interest in the approval of a matter being voted on in order to be considered "independent" for the purposes of the requisite approval. For purposes of this Statement, the term "Interested Trustee" means those trustees who are "interested persons" of the Trust. Unless otherwise indicated, the address of all persons below is 399 Boylston Street, Boston, MA 02116.
Position(s) Held with the Number of Portfolios in Trust, Length of Time Fund Complex Overseen*** Served and Term of Principal Occupation(s) During and Other Directorships Name and Year of Birth Office* Past 5 Years** Held - ---------------------- ------------------------- ------------------------------ ------------------------ INDEPENDENT TRUSTEES Graham T. Allison, Jr. Trustee since 1984 Douglas Dillon Professor and 37; Director, Taubman (1940) Contract Review and Director of the Belfer Center Centers, Inc. (real Governance Committee of Science for International estate investment trust) Member Affairs, John F. Kennedy School of Government, Harvard University Charles D. Baker Trustee since 2005 President and Chief Executive 37; None (1956) Contract Review and Officer, Harvard Pilgrim Governance Committee Health Care (health plan) Member Edward A. Benjamin Trustee since 2003 Retired 37; Director, Precision (1938) Chairman of the Contract Optics Corporation Review and Governance (optics manufacturer) Committee
7
Position(s) Held with the Number of Portfolios in Trust, Length of Time Fund Complex Served and Term of Principal Occupation(s) During Overseen*** and Other Name and Year of Birth Office* Past 5 Years** Directorships Held - ---------------------- ------------------------- ------------------------------ ------------------------- INDEPENDENT TRUSTEES Daniel M. Cain Trustee since 1996 President and Chief Executive 37; Director, Sheridan (1945) Officer, Cain Brothers & Healthcare Inc. Chairman of the Audit Company, Incorporated (physician practice Committee (investment banking) management) Trustee, Lexington Strategic Asset Corporation (realty investment trust) Richard Darman Trustee since 1996 Partner, The Carlyle Group 37; Director and (1943) (investments); formerly, Chairman of the Board of Contract Review and Professor, John F. Kennedy Directors, AES Governance Committee School of Government, Harvard Corporation Member University (international power company) Jonathan P. Mason Trustee since 2007 Chief Financial Officer, 37; None (1958) Cabot Corp. (specialty Audit Committee Member chemicals); formerly, Vice President and Treasurer, International Paper Company; formerly, Chief Financial Officer, Carter Holt Harvey (forest products) Sandra O. Moose Chairperson of the Board President, Strategic Advisory 37; Director, Verizon (1942) of Trustees since Services (management Communications; November 2005 consulting); formerly, Senior Director, Rohm and Haas Vice President and Director, Company (specialty Trustee since 1993 The Boston Consulting Group, chemicals); Director, Inc. (management consulting) AES Corporation Ex officio member of the (international power Audit Committee and company) Contract Review and Governance Committee
8
Position(s) Held with the Number of Portfolios in Trust, Length of Time Fund Complex Served and Term of Principal Occupation(s) During Overseen*** and Other Name and Year of Birth Office* Past 5 Years** Directorships Held - ---------------------- --------------------------- ------------------------------ ------------------------ INDEPENDENT TRUSTEES Cynthia L. Walker Trustee since 2005 Executive Dean for 37; None (1956) Audit Committee Member Administration (formerly, Dean for Finance & CFO), Harvard Medical School INTERESTED TRUSTEES Robert J. Blanding/1/ Trustee since 2003 President, Chairman, Director 37; None (1947) and Chief Executive Officer, 555 California Street Loomis, Sayles & Company, San Francisco, CA 94104 L.P.; President and Chief Executive Officer - Loomis Sayles Funds I; Chief Executive Officer - Loomis Sayles Trust II John T. Hailer/2/ Trustee since 2000 President and Chief Executive 37; None (1960) President and Chief Officer, Natixis Asset Executive Officer Management Advisors, L.P. and Natixis Distributors, L.P. and Natixis Global Associates, Inc.; Executive Vice President - Loomis Sayles Funds I; President and Chief Executive Officer, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III and Natixis Funds Trust IV
- -------- * Each Trustee serves until retirement, resignation or removal from the Board of Trustees. The current retirement age is 72. The position of Chairperson of the Board is appointed for a two-year term. ** Each person listed above, except as noted, holds the same position(s) with the Natixis Funds and Loomis Sayles Funds Trusts. Previous positions during the past five years with Natixis Distributors, L.P. (the "Distributor"), Natixis Asset Management Advisors, L.P. ("Natixis Advisors") or Loomis, Sayles & Company, L.P. are omitted if not materially different from a Trustee's or officer's current position with such entity. *** The Trustees of the Trust serve as Trustees of a fund complex that also includes all series of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Loomis Sayles Funds I and Loomis Sayles Funds II (the "Natixis Funds and Loomis Sayles Funds Trusts"). The number of portfolio overseen does not include AEW Real Estate Income Fund which liquidated on April 13, 2007, or IXIS Equity Diversified Portfolio, which liquidated on August 3, 2007. /1/ Mr. Blanding is deemed an "interested person" of the Trust because he holds the following positions with affiliated persons of the Trust: President, Chairman, Director and Chief Executive Officer of Loomis, Sayles & Company, L.P. /2/ Mr. Hailer is deemed an "interested person" of the Trust because he holds the following positions with affiliated persons of the Trust: Director and Executive Vice President of Natixis Distribution Corporation; President and Chief Executive Officer of Natixis Global Associates, Inc., and President and Chief Executive Officer of Natixis Asset Management Advisors, L.P. and the Distributor. 9
Officers of the Trust Term of Office and Position(s) Held Length of Time Principal Occupation(s) During Name and Year of Birth with the Trust Served* Past 5 Years** - ---------------------- ------------------------ ------------------------ ----------------------------------- Coleen Downs Secretary, Clerk Since September 2004 Senior Vice President, General Dinneen and Chief Legal Counsel, Secretary and Clerk (1960) Officer (formerly, Deputy General Counsel, Assistant Secretary and Assistant Clerk), Natixis Distribution Corporation, Natixis Distributors, L.P. and Natixis Asset Management Advisors, L.P. Russell L. Kane Chief Compliance Chief Compliance Chief Compliance Officer for (1969) Officer; Officer, since May Mutual Funds, Senior Vice Assistant Secretary 2006; Assistant President, Deputy General Counsel, and Anti-Money Secretary since June Assistant Secretary and Assistant Laundering Officer 2004; Anti-Money Clerk, Natixis Distributors, L.P. Laundering Officer and Natixis Asset Management since April 2007 Advisors, L.P.; Vice President, Associate General Counsel, Assistant Secretary and Assistant Clerk, Natixis Distribution Corporation; formerly, Senior Counsel, Columbia Management Group. Michael C. Treasurer, Principal Since October 2004 Senior Vice President, Natixis Kardok Financial and Asset Management Advisors, L.P. (1959) Accounting Officer and Natixis Distributors, L.P.; formerly, Senior Director, PFPC Inc. John E. Pelletier Chief Operating Since September Executive Vice President and Chief (1964) Officer 2004 Operating Officer (formerly, Senior Vice President, General Counsel, Secretary and Clerk), Natixis Distribution Corporation, Natixis Distributors, L .P. and Natixis Asset Management Advisors, L.P.
- -------- * Each officer of the Trust serves for an indefinite term in accordance with the Trust's current By-laws until the date his or her successor is elected and qualified, or until he or she sooner dies, retires, is removed or becomes disqualified. ** Each person listed above, except as noted, holds the same position(s) with the Natixis Funds and Loomis Sayles Funds Trusts. Previous positions during the past five years with the Distributor, Natixis Advisors or Loomis Sayles are omitted, if not materially different from a Trustee's or officer's current position with such entity. 10 Standing Board Committees The Trustees have delegated certain authority to the two standing committees of the Trust, the Audit Committee and Contract Review and Governance Committee. The Contract Review and Governance Committee of the Trust consists solely of Independent Trustees and considers matters relating to advisory, subadvisory and distribution arrangements, potential conflicts of interest between the adviser and the Trust, and governance matters relating to the Trust. During the fiscal year ended June 30, 2007, this Committee held five meetings. The Contract Review and Governance Committee also makes nominations for Independent Trustee membership on the Board of Trustees when necessary and considers recommendations from shareholders of the Funds that are submitted in accordance with the procedures by which shareholders may communicate with the Board of Trustees. Pursuant to those procedures, shareholders must submit a recommendation for nomination in a signed writing addressed to the attention of the Board of Trustees, c/o Secretary of the Funds, Natixis Asset Management Advisors, L.P., 399 Boylston Street, Boston, MA 02116. This written communication must (i) be signed by the shareholder, (ii) include the name and address of the shareholder, (iii) identify the Fund(s) to which the communication relates, and (iv) identify the account number, class and number of shares held by the shareholder as of a recent date or the intermediary through which the shares are held. The recommendation must contain sufficient background information concerning the trustee candidate to enable a proper judgment to be made as to the candidate's qualifications, which may include (i) the nominee's knowledge of the mutual fund industry; (ii) any experience possessed by the nominee's as a director or senior officer of other public companies; (iii) the nominee's educational background; (iv) the nominee's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the nominees, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the nominee's perceived ability to contribute to the ongoing functions of the Board, including the nominee's ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the nominee's ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) such other factors as the appropriate Board Committee may request in light of the existing composition of the Board and any anticipated vacancies or other transitions. The recommendation must be received in a timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund). A recommendation for trustee nomination shall be kept on file and considered by the Board for six (6) months from the date of receipt, after which the recommendation shall be considered stale and discarded. The Audit Committee of the Trust consists solely of Independent Trustees and considers matters relating to the scope and results of the Trust's audits and serves as a forum in which the independent registered public accounting firm can raise any issues or problems identified in the audit with the Board of Trustees. This Committee also reviews and monitors compliance with stated investment objectives and policies, SEC and Treasury regulations as well as operational issues relating to the transfer agent and custodian. During the fiscal year ended June 30, 2007, this Committee held five meetings. The current membership of each committee is as follows: Audit Committee Contract Review and Governance Committee --------------- ---------------------------------------- Daniel M. Cain - Chairman Edward A. Benjamin -Chairman Jonathan P. Mason Graham T. Allison, Jr. Cynthia L. Walker Charles D. Baker Richard Darman As chairperson of the Board of Trustees, Ms. Moose is an ex officio member of both Committees. 11 Fund Securities Owned by the Trustees As of December 31, 2006, the Trustees had the following ownership in the Fund: Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Dollar Range of Equity Family of Investment Name of Trustee Securities in the Fund* Companies* - --------------- ----------------------- ---------------------- INDEPENDENT TRUSTEES Graham T. Allison Jr.** A E Charles D. Baker A C Edward Benjamin** A E Daniel M. Cain** A E Richard Darman** A E Jonathan P. Mason*** A A Sandra O. Moose** A E Cynthia L. Walker A D INTERESTED TRUSTEES Robert Blanding A E John T. Hailer A E - -------- * A. None B. $1 - 10,000 C. $10,001 - $50,000 D. $50,001 - $100,000 E. over $100,000 ** Amounts include the economic value of notional investments held through the deferred compensation plan. *** Mr. Mason was appointed as a Trustee effective April 1, 2007. Trustee Fees The Trust pays no compensation to its officers, or to its Trustees who are Interested Trustees. The Chairperson of the Board receives a retainer fee at the annual rate of $200,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Each Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $55,000. Each Independent Trustee also receives a meeting attendance fee of $6,000 for each meeting of the Board of Trustees that he or she attends in person and $3,000 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each committee chairman receives an additional retainer fee at the annual rate of $10,000. Each Contract Review and Governance Committee member is compensated $4,000 for each Committee meeting that he or she attends in person and $2,000 for each committee meeting that he or she attends telephonically. Each Audit Committee member is compensated $5,000 for each Committee meeting that he or she attends in person and $2,500 for each meeting he or she attends telephonically. These fees are allocated among the mutual fund portfolios in the Natixis Funds Trusts and Loomis Sayles Funds Trusts based on a formula that takes into account, among other factors, the relative net assets of each mutual fund portfolio. In addition, prior to the liquidation of the AEW Real Estate Income Fund, a closed-end fund advised by AEW Management and Advisors, L.P., an affiliate of Natixis Advisors, on April 13, 2007, each Independent Trustee (other than the Chairperson) received a retainer fee at the annual rate of $2,000 and meeting attendance fees of $375 for each meeting of the Board of Trustees that he or she attended for oversight of the Fund. Each committee member received an additional retainer fee at the annual rate of $2,000. Furthermore, each committee chairman received an additional retainer fee at the annual rate of $1,000. The retainer fees for the AEW Real Estate Income Fund assumed four Committee meetings per year. Each Trustee of the AEW Real Estate Income Fund was compensated $200 per Committee meeting that he or she attended in excess of four per year. During the fiscal year ended June 30, 2007, the Trustees of the Trusts received the amounts set forth in the following table for serving as a Trustee of the Trust and also for serving as Trustees of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II and AEW Real Estate Income Fund. The table also sets forth, as applicable, pension or retirement benefits accrued as part of fund expenses, as well 12 as estimated annual retirement benefits and total compensation paid to trustees by trusts in the Natixis Funds Trusts and Loomis Sayles Funds Trusts:
Aggregate Pension or Compensation from Retirement Benefits Estimated Annual Total Compensation from Natixis Cash Accrued as Part of Benefits Upon the Fund Complex Paid to Name of Trustee Management Trust* Fund Expenses Retirement Trustees+ - --------------- ----------------- ------------------- ---------------- ------------------------ INDEPENDENT TRUSTEES.. Graham T. Allison, Jr. $1,756 $0 $0 $103,500 Charles D. Baker...... $1,636 $0 $0 $ 95,450 Edward Benjamin....... $1,930 $0 $0 $114,250 Daniel M. Cain........ $1,891 $0 $0 $114,450 Paul Chenault++....... $ 889 $0 $0 $ 50,250 Kenneth Cowan++....... $ 889 $0 $0 $ 50,250 Richard Darman........ $1,702 $0 $0 $101,500 Jonathan P. Mason+++.. $ 393 $0 $0 $ 24,750 Sandra O. Moose....... $2,153 $0 $0 $200,000 John Shane/++/........ $ 927 $0 $0 $ 52,250 Cynthia L. Walker..... $1,507 $0 $0 $ 92,325 INTERESTED TRUSTEES... Robert Blanding....... $ 0 $0 $0 $ 0 John T. Hailer........ $ 0 $0 $0 $ 0
- -------- * Amounts include payments deferred by Trustees for the fiscal year ended June 30, 2007, with respect to the Trust. The total amount of deferred compensation accrued for the Trust as of June 30, 2007 for the Trustees is as follows: Allison: $136,124; Baker: $2,776; Benjamin $29,519; Cain: $51,553; Chenault: $11,764 Cowan: $25,522; Darman: $58,843; Mason: $737; Walker: $9,355. + Total Compensation represents amounts paid to a trustee for serving on the board of trustees of eight (8) trusts with a total of thirty-seven (37) funds as of June 30, 2007. AEW Real Estate Income Fund was liquidated on April 13, 2007. ++ Messrs. Cowan, Chenault and Shane retired from the Board of Trustees on December 31, 2006. +++ Mr. Mason was appointed as trustee effective April 1, 2007. The Fund does not provide pension or retirement benefits to trustees, but has adopted a deferred payment arrangement under which each trustee may elect not to receive fees from the Fund on a current basis but to receive in a subsequent period an amount equal to the value that such fees would have been if they had been invested in a Fund or Funds selected by the trustee on the normal payment date for such fees. As of August 10, 2007, the officers and trustees of the Trust collectively owned less than 1% of the then outstanding shares of the Fund. Codes of Ethics The Fund, its adviser and subadviser and the Distributor have adopted Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Codes of Ethics permit employees to invest in securities for their own accounts, under certain circumstances, including securities that may be purchased or held by the Fund. The Codes of Ethics are on public file with, and are available from, the SEC. 13 OWNERSHIP OF FUND SHARES As of August 10, 2007, to the Trust's knowledge, the following persons owned of record or beneficially 5% or more of the outstanding shares of the indicated classes of the Fund set forth below.* FUND SHAREHOLDER PERCENTAGE - ---- ----------- ---------- Natixis Cash Management - Money Market (Class C) CITIGROUP GLOBAL MARKETS INC 6.09% HOUSE ACCOUNT ATTN ANDREW GOTT 4TH FL 11155 RED RUN BLVD OWINGS MILLS, MD 21117-3256 MG TRUST CUSTODIAN 6.71% FBO S & C MARKETING 401K PLAN 700 17TH ST STE 150 DENVER CO 80202-3502 STERLING TRUST CO CUST 6.17% FBO STEVTON CONSULTING LLC PSP 700 17TH ST STE 310 DENVER CO 80202-3502 - -------- * Such ownership may be beneficially held by individuals or entities other than the owner listed. To the extent that any listed shareholder beneficially owns more than 25% of the Fund, it may be deemed to "control" such Fund within the meaning of the 1940 Act. The effect of such control may be to reduce the ability of other shareholders of the Fund to take actions requiring the affirmative vote of holders of a pluarity or majority of the Fund's shares without the approval of the controlling shareholders. INVESTMENT ADVISORY AND OTHER SERVICES Information About the Organization and Ownership of the Adviser and Subadviser of the Fund Natixis Asset Management Advisors, L.P. ("Natixis Advisors") (formerly IXIS Asset Management Advisors, L.P.), formed in 1995, is a limited partnership owned by Natixis Global Asset Management, L.P. ("Natixis US") (formerly IXIS Asset Management US Group, L.P.). Natixis US is part of Natixis Global Asset Management (formerly IXIS Asset Management Group), an international asset management group based in Paris, France. Natixis Global Asset Management is ultimately owned principally by three large French financial services entities: Natixis, an investment banking and financial services firm which is publicly traded on Euronext in Paris; the Caisse Nationale des Caisses d'Epargne ("CNCE"), a financial institution owned by French regional savings banks known as the Caisses d'Epargne; and Banque Federale des Banques Populaires ("BFBP"), a financial institution owned by regional cooperative banks known as the Banques Populaires. The registered address of Natixis is 45, rue Saint-Dominique, 75007 Paris, France. The registered address of CNCE is 5, rue Masseran, 75007 Paris, France. The registered address of BFBP is 5, rue Leblanc, 75011 Paris, France. The 14 principal subsidiary or affiliated asset management firms of Natixis US collectively had approximately $276.9 billion in assets under management or administration as of June 30, 2007. Reich & Tang Asset Management, LLC ("Reich & Tang") is a registered investment adviser founded in 1970 to provide discretionary management of equity portfolios. Reich & Tang has two divisions, each operating independently from one another: Capital Management Group, which specializes in small- and mid-cap equity and global fixed income management, and the Funds Group, which manages institutional money market mutual funds. Natixis US is the managing member and owner of a 100% membership interest in Reich & Tang, a limited liability company. 14 Certain officers and employees of Reich & Tang have responsibility for portfolio management of other advisory accounts and clients of Reich & Tang (including other registered investment companies and accounts of affiliates of Reich & Tang) that may invest in securities in which the Fund also invests. If Reich & Tang determines that an investment purchase or sale opportunity is appropriate and desirable for more than one advisory account, purchase and sale orders may be executed separately or may be combined and, to the extent practicable, allocated by Reich & Tang to the participating accounts. Where advisory accounts have competing interests in a limited investment opportunity, Reich & Tang will allocate an investment purchase opportunity based on the relative time the competing accounts have had funds available for investment, and the relative amounts of available funds, and will allocate an investment sale opportunity based on relative cash requirements and the time the competing accounts have had investments available for sale. It is Reich & Tang's policy to allocate, to the extent practicable, investment opportunities to each client over a period of time on a fair and equitable basis relative to its other clients. It is believed that the ability of the Fund to participate in larger volume transactions in this manner will in some cases produce better executions for the Fund. However, in some cases, this procedure could have a detrimental effect on the price and amount of a security available to the Fund or the price at which a security may be sold. The Trustees are of the view that the benefits of retaining Reich & Tang as subadviser to the Fund outweigh the disadvantages, if any, that may result from participating in such transactions. Advisory and Subadvisory Agreements The Fund's advisory agreement with Natixis Advisors provides that Natixis Advisors will furnish or pay the expenses of the Fund for office space, facilities and equipment, services of executive and other personnel of the Trust and certain administrative services. The adviser is responsible for obtaining and evaluating such economic, statistical and financial data and information and performing such additional research as is necessary to manage the Fund's assets in accordance with its investment objectives and policies. The Fund pays all expenses not borne by Natixis Advisors or Reich & Tang including, but not limited to, the charges and expenses of the Fund's custodian and transfer agent, independent registered public accounting firm and legal counsel for the Fund and the Trust's Independent Trustees, all brokerage commissions and transfer taxes in connection with portfolio transactions, all taxes and filing fees, the fees and expenses for registration or qualification of its shares under federal and state securities laws, all expenses of shareholders' and Trustees' meetings and of preparing, printing and mailing reports to shareholders and the compensation of Trustees who are not directors, officers or employees of each of the Fund's adviser, subadviser or their affiliates, other than affiliated registered investment companies. Except as noted below, the Fund's advisory agreement and, where applicable, the Fund's subadvisory agreement provides that it will continue in effect for two years from its date of execution and thereafter from year to year if its continuance is approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund and (ii) by vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The Trust has received an exemptive order from the SEC that permits Natixis Advisors to amend existing subadvisory agreements when approved by the Fund's Board of Trustees, without shareholder approval. The exemption also permits Natixis Advisors to enter into new subadvisory agreements with subadvisers that are not affiliated with Natixis Advisors without obtaining shareholder approval, if approved by the Fund's Board of Trustees. Before the Fund can begin to rely on the exemptions described above, a majority of the shareholders of the Fund must approve the ability of the Fund to rely on the exemptive order. As of the date of this Statement, Natixis Cash Management Trust - Money Market Series has not received shareholder approval to rely on the exemptive order. Shareholders will be notified of any subadviser changes. The advisory and subadvisory agreement may be terminated without penalty by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, upon 60 days' written notice, or by the Fund's 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 related advisory agreement. The advisory agreement and subadvisory agreement each provides that Natixis Advisors or Reich & Tang shall not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties. Natixis Advisors oversees the portfolio management services provided to the Fund by the subadviser and provides certain administrative services. Subject to the review of the Board of Trustees, Natixis Advisors monitors the subadviser to assure that the subadviser is managing the Fund's assets consistently with the Fund's 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 Internal Revenue Code. In addition, Natixis Advisors also provides the Fund with 15 administrative services which include, among other things, day-to-day administration of matters related to the Fund's existence, maintenance of its records, preparation of reports and assistance in the preparation of the Fund's registration statement under federal and state laws. Natixis Advisors does not determine what investments will be purchased or sold for the Fund. Natixis Advisors may terminate the subadvisory agreement without shareholder approval. In such case, Natixis Advisors will enter into an agreement with another subadviser to manage the Fund. ADVISORY FEES Pursuant to an advisory agreement dated October 1, 2001, as amended July 1, 2005, Natixis Advisors has agreed, subject to the supervision of the Board of Trustees of the Trust, to manage the investment and reinvestment of the assets of the Fund and to provide a range of administrative services to the Fund. For the services described in the advisory agreements, the Fund has agreed to pay Natixis Advisors an advisory fee at the annual rate set forth in the following table, reduced by the amount of any subadvisory fees payable by the Fund to the subadviser pursuant to the subadvisory agreement: Advisory Fee payable by Fund to Natixis Advisors Fund (as a % of average daily net assets of the Fund) ---- ------------------------------------------------ Natixis Cash Management 0.35% of the first $250 million Trust -- 0.33% of the next $250 million Money Market Series 0.31% of the next $500 million 0.26% of the next $500 million 0.25% of the next $500 million 0.20% of amounts in excess of $2 billion Natixis Advisors has given a binding undertaking (for all classes of the Fund) to reduce its advisory fee, and if necessary, to bear certain expenses, exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes and deferred organizational and extraordinary expenses, associated with the Fund, to the extent necessary to limit the Fund's expenses to the annual rates indicated below. The undertaking will be binding on Natixis Advisors for a period of one year from the date shown, and is reevaluated on an annual basis. Natixis Advisors will be permitted to recover, on a class by class basis, expenses it has borne through the undertaking described above to the extent the Fund's expenses in later periods fall below the annual rate set forth in the undertaking. The Fund will not be obligated to pay such deferred fees more than one year after the end of the fiscal year in which the fee was deferred. Fund Expense Limit Date of Undertaking ---- ------------- ------------------- Class A 0.65% September 1, 2007 Class B 0.65% Class C 0.65% The advisory agreement provides that Natixis Advisors may delegate its responsibilities thereunder to other parties. Pursuant to a subadvisory agreement dated October 1, 2001, as amended July 1, 2005, Natixis Advisors has delegated its portfolio management responsibilities to Reich & Tang as subadviser. For providing such subadvisory services to the Fund, the Fund pays Reich & Tang a subadvisory fee at the annual rates set forth in the following table: SUBADVISORY FEES Subadvisory fee payable by the Fund (as a % of average daily net assets of the Fund Fund) ---- ------------------------------------------ Natixis Cash Management Trust -- 0.15% of the first $250 million Money Market Series 0.14% of the next $250 million 0.13% of the next $500 million 0.10% of amounts in excess of $1 billion 16 For the last three fiscal years ended June 30, the following table shows the total advisory fees (including subadvisory fees) paid by the Fund and of these amounts, the total paid to Natixis Advisors and the total paid to the subadviser of the Fund: 2005 2006 2007 ---------- ---------- -------- Total Advisory Fee $1,354,344 $1,001,395 $892,072 Natixis Advisors Total Paid $ 805,324 $ 572,222 $509,643 Reich & Tang Total Paid $ 549,020 $ 429,173 $382,429 Distribution Agreements Under an agreement with the Fund, the Distributor serves as the principal distributor of each class of shares of the Fund, which are sold at net asset value without any sales charge. The Distributor's principal business address is 399 Boylston Street, Boston, Massachusetts 02116. The Distributor receives no compensation from the Fund or purchasers of Fund shares for acting as distributor. Under this agreement (the "Distribution Agreement"), the Distributor conducts a continuous offering and is not obligated to sell a specific number of shares. The Distributor bears the cost of making information about the Fund available through advertising and other means and the cost of printing and mailing prospectus to persons other than shareholders. The Fund pays the cost of registering and qualifying its shares under state and federal securities laws and distributing Prospectuses to existing shareholders. The Fund's Distribution Agreement may be terminated at any time on 60 days' written notice to the Distributor without payment of any penalty by either a vote of a majority of the outstanding voting securities of the Fund or by vote of a majority of the Independent Trustees. The Distribution Agreement may be terminated at any time on 90 days written notice to the Trust, without payment of any penalty. The Distribution Agreement will continue in effect for successive one-year periods, provided that each such continuance is specifically approved (i) by the vote of a majority of the Independent Trustees cast in person at a meeting called for that purpose and (ii) by the vote of the Board of Trustees or by a vote of a majority of the outstanding securities of the Fund. The Distributor controls the words "Natixis" in the name of the Trust and the Fund and if it should cease to be the principal distributor of the Fund's shares, the Trust or the Fund may be required to change their names and delete these words or letters. The Distributor also acts as principal distributor for the Natixis Funds Trusts, Loomis Sayles Funds Trusts (except Class J shares of the Loomis Sayles Investment Grade Bond Fund), Delafield Fund, Inc. and Hansberger International Series. OTHER ARRANGEMENTS Administrative Services Natixis Advisors performs certain accounting and administrative services for the Fund, pursuant to an Administrative Services Agreement dated January 1, 2005, as amended from time to time (the "Administrative Agreement"). Under the Administrative Agreement, Natixis Advisors provides the following services to the Fund: (i) personnel that perform bookkeeping, accounting, internal auditing and financial reporting functions and clerical functions relating to the Fund, (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 Fund or regulatory authorities and reports and questionnaires for SEC compliance, (iii) preparation of the various registrations and filings required by various regulatory authorities and (iv) consultation and legal advice on Fund related matters. Prior to January 1, 2005, IXIS Asset Management Services Company ("IXIS Services"), a subsidiary of Natixis Distribution Corporation, performed these same services for the Fund, pursuant to separate administrative services agreements with the Trust. For these services, IXIS Services received the following fees from the Fund for the period July 1, 2004 to December 31, 2004:
Fund Period July 1, 2004 - December 31, 2004 - ---- --------------------------------------- Natixis Cash Management Trust -- Money Market Series $114,032
17 For these services, Natixis Advisors received the following fees from the Fund for the period January 1, 2005 to June 30, 2005 and the fiscal years ended June 30, 2006 and June 30, 2007: Period January 1, 2005 Fiscal Year Ended Fiscal Year Ended Fund - June 30, 2005 June 30, 2006 June 30, 2007 - ---- ---------------------- ------------------- ------------------- Natixis Cash $101,121 $176,825 $142,420 Management Trust -- Money Market Series Custodial Arrangements State Street Bank and Trust Company ("State Street Bank"), One Lincoln Street, Boston, Massachusetts, 02111, serves as the custodian for the Fund. As such, State Street Bank holds in safekeeping certificated securities and cash belonging to the Fund and, in such capacity, is the registered owner of securities held in book entry form belonging to the Fund. Upon instruction, State Street Bank receives and delivers cash and securities of the Fund in connection with Fund transactions and collects all dividends and other distributions made with respect to Fund portfolio securities. State Street Bank also maintains certain accounts and records of the Fund and calculates the total net asset value, total net income, and net asset value per share of the Fund on a daily basis. Transfer Agency Services Pursuant to a contract between the Trust, on behalf of the Fund, and Boston Financial Data Services, Inc. ("Boston Financial"), whose principal business address is Two Heritage Drive, Quincy, Massachusetts, 02171, Boston Financial acts as shareholder servicing and transfer agent for the Fund 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 Fund's shares. Prior to October 1, 2005, IXIS Services served as the transfer agent for the Fund and it, along with Boston Financial as sub-transfer agent, provided the services that Boston Financial now provides. For these services, IXIS Services received the following fees from the Fund: Period Fiscal Year Ended July 1, 2005 - September 30, Fund June 30, 2005 2005 - ---- ------------------- ------------------------------- Natixis Cash Management $1,202,394 $258,057 Trust -- Money Market Series Independent Registered Public Accounting Firm The Fund's independent registered public accounting firm is PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts, 02110. The independent registered public accounting firm conducts an annual audit of the Fund's financial statements, assists in the review of federal and state income tax returns and consults with the Trust as to matters of accounting and federal and state income taxation. The financial highlights in the Prospectus for the Fund, and the financial statements contained in the Fund's Annual Report for the fiscal year ended June 30, 2007 and incorporated by reference into this Statement, have been so included in reliance on the report of the Fund's independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. Counsel to the Fund Ropes & Gray LLP, located at One International Place, Boston, MA 02110, serves as counsel to the Fund. PORTFOLIO TRANSACTIONS The Fund's purchases and sales of portfolio securities are usually principal transactions. Portfolio securities are generally purchased directly from the issuer, from banks and financial institutions or from an underwriter or market maker for the securities. There are usually no brokerage commissions paid for such purchases and the Fund at present does not anticipate paying brokerage commissions. Should the Fund pay a brokerage commission on a particular transaction, the Fund would seek to effect the transaction at the most favorable available combination of best execution and lowest commission. 18 Purchases from underwriters of portfolio securities include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers include the spread between the bid and ask price. During the fiscal years ended June 30, 2005, 2006 and 2007, the Fund did not incur any brokerage fees in connection with portfolio transactions. No portfolio transactions are executed with Reich & Tang, or its affiliates acting as principal. In addition, the Fund will not buy bankers' acceptances, certificates of deposit or commercial paper from Reich & Tang or its affiliates. The frequency of transactions and their allocation to various dealers is determined by Reich & Tang in its best judgment and in a manner deemed to be in the best interest of shareholders of the Fund. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Investment decisions for the Fund will be made independently from those for any other accounts or investment companies that may be or become managed by Reich & Tang or its affiliates. If, however, the Fund and other investment companies or accounts managed by Reich & Tang are contemporaneously engaged in the purchase or sale of the same security, the transactions may be averaged as to price and allocated equitably to each account. In some cases, this policy might adversely affect the price paid or received by the Fund or the size of the position obtainable for the Fund. In addition, when purchases or sales of the same security for the Fund and for other investment companies managed by Reich & Tang occur contemporaneously, the purchase or sale orders may be aggregated in order to obtain any price advantages available to large denomination purchasers or sellers. DESCRIPTION OF THE TRUST The Declaration of Trust currently permits the Trust's trustees to issue an unlimited number of full and fractional shares of each series. Each share of the Fund represents an equal proportionate interest in the Fund with each other share of the Fund and is entitled to a proportionate interest in the dividends and distributions from the Fund. The Declaration of Trust further permits the Trust's Board of Trustees to divide the shares of each series into any number of separate classes, each having such rights and preferences relative to other classes of the same series as the Trust's Board of Trustees may determine. When you invest in the Fund, you acquire freely transferable shares of beneficial interest that entitle you to receive dividends as determined by the Trust's Board of Trustees and to cast a vote for each share you own at shareholder meetings. The shares of the Fund do not have preemptive rights. Upon termination of the Fund, whether pursuant to liquidation of the Trust or otherwise, shareholders of each class of the Fund are entitled to share pro rata in the net assets attributable to that class of shares of the Fund available for distribution to such shareholders. The Declaration of Trust also permits the Board of Trustees to charge shareholders directly for custodial, transfer agency and servicing expenses. Classes A, B and C shares of the Fund are identical except that the classes have different exchange privileges, as set forth in detail in the Prospectus. All expenses of the Fund are borne by each class on a pro rata basis. The multiple class structure could be terminated should certain Internal Revenue Service rulings or SEC regulatory positions be rescinded or modified. If the Trust were to issue shares of more than one series, the assets received by each series of the Trust from the issue or sale of shares of each series thereof and all income, earnings, profits, losses and proceeds therefrom, subject only to the rights of creditors, are allocated to, and constitute the underlying assets of, that series. The underlying assets of each are segregated and are charged with the expenses with respect to that series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging specifically to a particular series would be allocated by or under the direction of the trustees in such manner as the trustees determine to be fair and equitable. While the expenses of the Trust are allocated to the separate books of account of each series of the Trust, certain expenses might be legally chargeable against the assets of all series. The Declaration of Trust also permits the Trust's Board of Trustees, without shareholder approval, to subdivide the Fund or series or class of shares into various sub-series or sub-classes with such dividend preferences and other rights as the trustees may designate. The Trust's Board of Trustees may also, without shareholder approval, establish one or more additional series or classes or, with shareholder approval, merge two or more existing series or classes. Shareholder's investments in such an additional or merged series would be evidenced by a separate series of shares (i.e., a new "fund"). 19 The Declaration of Trust provides for the perpetual existence of the Trust. The Trust or the Fund, however, may be terminated at any time by vote of at least two-thirds of the outstanding shares of the Fund. Similarly, any class within the Fund may be terminated by vote of at least two-thirds of the outstanding shares of such class. The Declaration of Trust further provides that the Board of Trustees may also without shareholder approval terminate the Trust or the Fund upon written notice to its shareholders. Voting Rights Shareholders of the Fund are entitled to one vote for each full share held (with fractional votes for each fractional share held) and may vote (to the extent provided therein) in the election of trustees and the termination of the Trust and on other matters submitted to the vote of shareholders. All classes of shares of the 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. Each class of shares has exclusive voting rights with respect to matters pertaining to any distribution or servicing plan or agreement applicable to that class. Matters submitted to shareholder vote will be approved by each series separately except (i) when required by the 1940 Act shares shall be voted together and (ii) when the matter does not affect all series, then only shareholders of the series affected shall be entitled to vote on the matter. Consistent with the current position of the SEC, shareholders of all series and classes vote together, irrespective of series or class, on the election of trustees and the selection of the Trust's independent registered public accounting firm, but shareholders of each series vote separately on most other matters requiring shareholder approval, such as certain changes in investment policies of that series or the approval of the investment advisory and subadvisory agreement relating to that series, and shareholders of each class within a series vote separately as to the Rule 12b-1 plan (if any) relating to that class. There will normally be no meetings of shareholders for the purpose of electing trustees except that, in accordance with the 1940 Act, (i) the Trust will hold a shareholders' meeting for the election of trustees at such time as less than a majority of the trustees holding office have been elected by shareholders, and (ii) if there is a vacancy on the Board of Trustees, such vacancy may be filled only by a vote of the shareholders unless, after filing such vacancy by other means, at least two-thirds of the trustees holding office shall have been elected by the shareholders. In addition, trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares and filed with the Trust's custodian or by a vote of the holders of two-thirds of the outstanding shares at a meeting duly called for that purpose. Upon written request by a minimum of ten holders of shares having held their shares for a minimum of six months and having a net asset value of at least $25,000 or constituting at least 1% of the outstanding shares stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a trustee, the Trust has undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders). Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Shareholder voting rights are not cumulative. The affirmative vote of a majority of shares of the Trust voted (assuming a quorum is present in person or by proxy) is required to amend the Declaration of Trust if such amendment (1) affects the power of shareholders to vote, (2) amends the section of the Declaration of Trust governing amendments, (3) is one for which a vote is required by law or by the registration statement or (4) is submitted to the shareholders by the Trustees. If one or more new series of the Trust is established and designated by the trustees, the shareholders having beneficial interests in the Fund shall not be entitled to vote on matters exclusively affecting such new series, such matters including, without limitation, the adoption of or any change in the investment objectives, policies or restrictions of the new series and the approval of the investment advisory contracts of the new series. Similarly, the shareholders of the new series shall not be entitled to vote on any such matters as they affect the Fund. Shareholder and Trustee Liability Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Declaration of Trust provides for indemnification out of the Fund's property for all loss and expense of any shareholder held personally liable for the obligations of the Fund by reason of owning shares of such Fund. 20 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 the Fund itself would be unable to meet its obligations. The Declaration of Trust further provides that the Board of Trustees will not be liable for errors of judgment or mistakes of fact or law. However, nothing in the Declaration of Trust protects a trustee against any liability to which the trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The By-Laws of the Trust provide for indemnification by the Trust of trustees and officers of the Trust except with respect to any matter as to which any such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the Trust. Such person may not be indemnified against any liability to the Trust or the Trust's shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust offers only its own Fund's shares for sale, but it is possible that the Trust might become liable for any misstatements in a Prospectus that relates to another Trust. The trustees of each Trust have considered this possible liability and approved the use of the Prospectus for the Fund of the Trust. HOW TO BUY SHARES The procedures for purchasing shares of the Fund are summarized in the Prospectus. All purchases made by check should be in U.S. dollars and made payable to Natixis Funds. Shares may also be purchased either in writing, by phone, by wire, by electronic funds transfer using Automated Clearing House ("ACH"), or by exchange, as described in the Prospectus, 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 "Exchange") on a day when the Exchange is open. For purchases through the ACH system, the shareholder's bank or credit union must be a member of the ACH system and the shareholder must have approved banking information on file. With respect to shares purchased by wire or through the ACH system, shareholders should bear in mind that the transactions may take two or more days to complete. Banks may charge a fee for transmitting funds by wire. You may also use Natixis Funds Personal Access Line(R) (800-225-5478, press 1) or Natixis Funds Web site (www.funds.natixis.com) to purchase Fund shares. For more information, see the section "Shareholder Services" in this Statement. REDEMPTIONS The procedures for redemption of shares of the Fund are summarized in the Prospectus. As described in the Prospectus, a CDSC may be imposed in certain instances upon the redemption of Fund shares that were acquired through an exchange of shares of the Natixis Funds. For purposes of the CDSC, an exchange of shares from one Fund to another Fund is not considered a redemption or a purchase. For federal tax purposes, however, such an exchange is considered a sale and a purchase and, therefore, would be considered a taxable event on which you may recognize a gain or loss. Any applicable CDSC will be calculated in the manner described in the relevant prospectus and related statement of additional information of the Natixis Funds. The Fund will only accept Medallion signature guarantees bearing the STAMP 2000 Medallion imprint. However, a medallion signature guarantee may not be required if the proceeds of the redemption do not exceed $100,000 and the proceeds check is made payable to the registered owner(s) and mailed to the record address, or if the proceeds are going to a bank on file. Please contact the Fund at 800-225-5478 with any questions regarding when a Medallion signature guarantee may be required. If you select the telephone redemption service in the manner described in the next paragraph, shares of the Fund may be redeemed by calling toll free 800-225-5478. A wire fee may be deducted from the proceeds if you elect to receive the funds wired to your bank on record. Telephone redemption requests must be received by the close of regular trading on the Exchange. Requests made after that time or on a day when the Exchange is not open for business will receive the next business day's closing price. The proceeds of a telephone withdrawal will normally be sent within three business days following receipt of a proper redemption request. In order to redeem shares by telephone, a shareholder must select this service using the Service Options Form, which is available at www.funds.natixis.com or from your investment dealer if the service was not previously added to the account. When selecting the service, a shareholder may have their withdrawal proceeds sent to his or her bank, in which case the 21 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. In order to change the designated banking information on your account, you should complete a Service Options Form, which may require a medallion signature guarantee. Telephone redemptions by ACH or wire may only be made if the designated bank is a member of the Federal Reserve System or has a correspondent bank that is a member of the System. If the account is with a savings bank, it must have only one correspondent bank that is a member of the System. The Fund, the Distributor, the transfer agent and State Street Bank 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 Fund, 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 personal identification security check prior to acting on an investor's telephone instructions and recording an investor's instructions. Shares purchased by check or through ACH may not be available immediately for redemption. The Fund may withhold redemption proceeds for 10 days when redemptions are made within 10 calendar days of purchase by check or through ACH. The redemption price will be the net asset value per share (less any applicable CDSC and redemption fee) next determined after the redemption request and any necessary special documentation are received by the transfer agent or your investment dealer in proper form. Payment normally will be made by the Fund within seven days thereafter. However, in the event of a request to redeem shares for which the Fund has not yet received good payment, the Fund reserves the right to withhold payments of redemption proceeds if the purchase of shares was made by a check which was deposited within ten calendar days prior to the redemption request (unless the Fund is aware that the check has cleared). In order to redeem shares electronically through the ACH system, a shareholder's 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 request must be received no later than the close of the Exchange. Upon receipt of the required information, the appropriate number of shares will be redeemed and the monies forwarded to the bank designated on the shareholder's application through the ACH system. The redemption will be processed the day the telephone call is made and the monies generally will arrive at the shareholder's bank within three business days. The availability of these monies will depend on the individual bank's rules. The Fund will normally redeem shares for cash; however, the Fund reserves the right to pay the redemption price wholly or partly in kind if the adviser or subadviser determines it to be advisable and in the interest of the remaining shareholders of the Fund. The redemptions in kind will be selected by the Fund's adviser in light of the Fund's objective and will not generally represent a pro rata distribution of each security held in the Fund's portfolio. If portfolio securities are distributed in lieu of cash, the shareholder will normally incur brokerage commissions upon subsequent disposition of any such securities. However, the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which the Fund is obligated to redeem shares solely in cash for any shareholder during any 90-day period up to the lesser of $250,000 or 1% of the total net asset value of the Fund at the beginning of such period. A redemption constitutes a sale of shares for federal income tax purposes on which the investor may realize a long- or short-term capital gain or loss. See also "Net Income, Dividends and Valuation" and "Taxes" below. SHAREHOLDER SERVICES Open Accounts A shareholder's investment is automatically credited to an open account maintained for the shareholder by Boston Financial. Following each additional investment or redemption from the account initiated by an investor (with the exception of systematic investment plans), a shareholder will receive a confirmation statement disclosing the current balance of shares owned and the details of recent transactions in the account. After the close of each calendar year, Boston Financial will send each shareholder a statement providing account information which may include federal tax information on dividends and distributions paid to the shareholder during the year. This statement should be retained as a permanent record. Boston Financial may charge a fee for providing duplicate information. The open account system provides for full and fractional shares expressed to three decimal places and, by making the issuance and delivery of stock certificates unnecessary, eliminates problems of handling and safekeeping, and the cost and inconvenience of replacing lost, stolen, mutilated or destroyed certificates. Certificates will not be issued for any class of shares. 22 The costs of maintaining the open account system are paid by the Fund and no direct charges are made to shareholders. Although the Fund has no present intention of making such direct charges to shareholders, it reserves the right to do so. Shareholders will receive prior notice before any such charges are made. Automatic Investment Plans Subject to the Fund's investor eligibility requirements, investors may automatically invest in additional shares of the Fund on a monthly basis by authorizing the Fund to draft from an investor's bank account. The draft is executed 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 may be opened with an initial investment of $1,000 or more and thereafter regular monthly drafts of $50 or more will be drawn on the investor's account. (Shareholders with accounts participating in the 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 is referred to in the Prospectus. An Investment Builder application must be completed to open an automatic investment plan and may be obtained by calling the Fund at 800-225-5478 or your investment dealer or by visiting the Fund's website at www.funds.natixis.com. This program is voluntary and may be terminated at any time by the Fund upon notice to existing plan participants. Participation in the Investment Builder Program plan may be discontinued at any time by the shareholder upon written notice to the Fund, which must be received at least five business days prior to any payment date. The plan may be discontinued by the Fund at any time without prior notice if any draft is not paid upon presentation; or by written notice to the shareholder at least thirty days prior to any payment date. The Fund is 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 Fund 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, i.e., 403(b)(7) plans. The minimum initial investment available to retirement plans and other plans offering tax benefits is referred to in the Prospectus. For these plans, initial investments in the Fund must be at least $1,000 for IRAs and Keogh plans using the Natixis Funds' prototype document, at least $500 for Coverdell Education Savings Accounts and at least $100 for any subsequent investments. There is no initial or subsequent investment minimum for SIMPLE IRA and 403(b)(7) plans using the Natixis Funds' prototype document. 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. Systematic Withdrawal Plans An investor owning the Fund's shares having a value of $10,000 or more at the current public offering price may establish a Systematic Withdrawal Plan ("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 the Fund or your investment dealer. Withdrawals may be paid to a person other than the shareholder if a Medallion signature guarantee is provided. Please consult your investment dealer or the Fund. 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 certain number of shares redeemed for each payment, (2) a specified percentage of the account's 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 must be $50 or more. In the case of shares subject to a Contingent Deferred Sales Charge ("CDSC"), the amount or percentage you specify may not on an annualized basis as of the time you make the election, exceed 10% of the value of your account with the Fund with respect to which you are electing the Plan. Withdrawals of Class B shares of a Fund under the Plan will be treated as redemptions of shares purchased through the reinvestment of Fund distributions, or, to the extent shares purchased through the reinvestment of distributions in your account are insufficient to cover Plan payments, as redemptions from the earliest purchased shares of such Fund in your account. No CDSC applies to redemptions pursuant to the Plan. 23 All shares under the Plan must be held in an open (uncertificated) account. Income dividends and capital gain distributions will be reinvested at net asset value determined on the record date. Since withdrawal payments represent proceeds from the liquidation of shares, withdrawals may reduce and possibly exhaust the value of the account, particularly in the event of a decline in net asset value. Accordingly, a shareholder should consider whether a Plan and the specified amounts to be withdrawn are appropriate under the circumstances. The Fund 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 "Redemptions" and "Taxes" below for certain information as to federal income taxes. Because of statutory restrictions this Plan is not available to pension or profit-sharing plans, IRAs or 403(b)(7) plans that have State Street Bank as trustee. The Fund no longer offers the Payroll Deduction Plan to new shareholders. Shareholders enrolled in the Payroll Deduction Program prior to May 1, 2005 may continue to participate in the program for the accounts that were included in that enrollment but may not add the program to additional accounts. Employees of Natixis Advisors may continue to participate in the program and may continue to add the program to additional accounts. In order to participate, employees must establish an account that meets the minimum initial investment amount. Subsequent investments through the program must be for a minimum of $50 on a monthly basis. Dividend Diversification Program You may also establish a Dividend Diversification Program, which allows you to have all dividends and any other distributions automatically invested in shares of the same class of another Natixis Fund, subject to the investor eligibility requirements of that other Fund and to state securities law requirements. Shares will be purchased at the selected Fund's net asset value (without a sales charge or CDSC) on the dividend record date. A dividend diversification account must be registered to the same shareholder(s) as the distributing Fund account and, if a new account in the purchased Fund is being established, the purchased Fund's 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 Fund's Prospectus. Exchange Privilege A shareholder may exchange the shares of any Natixis Fund or series of Loomis Sayles Funds I or Loomis Sayles Funds II for shares of the same class of another Natixis Fund or series of Loomis Sayles Funds I or Loomis Sayles Funds II that offers that class (subject to the investor eligibility requirements, if any, of the fund into which the exchange is being made and any other limits on the sales of or exchanges into that fund) on the basis of relative net asset values at the time of the exchange without any sales charge, although a redemption fee may apply. An exchange of shares in one fund for shares of another fund is a taxable event on which gain or loss may be recognized. When an exchange is made from the Class A, Class B or Class C shares of one Fund to the same class of shares of another Fund, the shares received by the shareholder in the exchange will have the same age characteristics as the shares exchanged. The age of the shares determines the expiration of the CDSC and, for the Class B shares, the conversion date. As stated above, if you own Class A, Class B or Class C shares, you may also elect to exchange your shares of any Natixis Fund or series of Loomis Sayles Funds I or Loomis Sayles Funds II for shares of the same class of the Fund. On all exchanges of Class B and Class C shares into the Fund, the exchange stops the aging period relating to the CDSC, and, for Class B shares only, relating to conversion to Class A shares. The aging period resumes only when an exchange is made back into Classes B and C shares of a Fund. Shareholders may also exchange their shares in the Fund for shares of the same class of any other Natixis Fund, subject to those funds' eligibility requirements and sales charges. Class C shares in accounts may exchange into Class C shares of a Natixis Fund subject to its CDSC schedule. These options are summarized in the Prospectus. An exchange may be effected, provided that neither the registered name nor address of the accounts is different and provided that a certificate representing the shares being exchanged has not been issued to the shareholder, by (1) a telephone request to the Fund at 800-225-5478; or (2) a written exchange request to the Fund, P.O. Box 219579, Kansas City, MO 64121-9579. You must acknowledge receipt of a current Prospectus for a Fund before an exchange for that Fund can be effected. The minimum amount for an exchange is the minimum amount to open an account or the total net asset value of your account, whichever is less. 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. The Fund 24 and the Distributor reserve the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interests of the Fund's other shareholders or possibly disruptive to the management of the Fund. Before requesting an exchange into any other Natixis Fund or series of Loomis Sayles Funds I or Loomis Sayles Funds II, please read its prospectus carefully. Subject to the applicable rules of the SEC, the Board of Trustees reserves the right to modify the exchange privilege at any time. Except as otherwise permitted by SEC rule, shareholders will receive at least 60 days' advance notice of any material change to the exchange privilege. Automatic Exchange Plan As described in the Prospectus following the caption "Additional Investor Services," a shareholder may establish an Automatic Exchange Plan under which shares of the 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 two dates each month on which exchanges may be made are the 15th and 28th (or the first business day thereafter if either the 15th or the 28th is not a business day) until the account is exhausted or until Boston Financial is notified in writing to terminate the plan. Exchanges may be made in amounts of $100 or more. The Service Options Form may be used to establish an Automatic Exchange Plan and is available from Boston Financial or your financial representative. 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 Exchange (normally, 4:00 p.m. Eastern time on each day that the Exchange is open for trading); such purchase and redemption orders will be deemed to have been received by the Fund when the authorized broker or intermediary accepts such orders; and such orders will be priced using that Fund's net asset value 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 9:30 a.m. following the day that such purchase or redemption orders are received by the broker or intermediary. Transcript Requests Transcripts of account transactions will be provided, for a fee, at the shareholders request. Transcripts for the two most recently completed calendar years will be provided free of charge. (For example, in May 2008 you will receive the 2006 and 2007 transcripts free.) Requests for transcripts for periods prior to that will be subject to a fee of $10 per transcript up to a maximum of $75 per account. Self-Servicing Your Account with Natixis Funds Personal Access Line(R) and Web Site Natixis Funds shareholders may access account information, including share balances and recent account activity online, by visiting our Web site at www.funds.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 numbers (PIN). 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 Web site at www.funds.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 Web site. The initiation of any activity through the Natixis Funds Personal Access Line(R) or Web site at www.funds.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. 25 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 Web site 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 FUND COMPANY. You are responsible for reviewing all mutual fund account statements received by you in the mail in order to verify the accuracy of all mutual fund account information provided in the statement and transactions entered through this site. You are also responsible for promptly notifying the mutual fund of any errors or inaccuracies relating to information contained in, or omitted from, your mutual fund account statements, including errors or inaccuracies arising from the transactions conducted through this site. TRANSACTIONS ARE SUBJECT TO ALL REQUIREMENTS, RESTRICTIONS AND FEES AS SET FORTH IN THE PROSPECTUS OF THE SELECTED FUND. THE CONDITIONS SET FORTH IN THIS AGREEMENT EXTEND NOT ONLY TO TRANSACTIONS TRANSMITTED VIA THE INTERNET BUT TO TELEPHONIC TRANSACTIONS INITIATED THROUGH THE NATIXIS FUNDS PERSONAL ACCESS LINE(R). You are responsible for the confidentiality and use of your personal identification numbers, account numbers, social security numbers and any other personal information required to access the site or transmit telephonically. Any individual that possesses the information required to pass through all security measures will be presumed to be you. All transactions submitted by an individual presumed to be you will be solely your responsibility. You agree that Natixis Funds does not have the responsibility to inquire as to the legitimacy or propriety of any instructions received from you or any person believed to be you, and is not responsible or liable for any losses that may occur from acting on such instructions. Natixis Funds is not responsible for incorrect data received via the Internet or telephonically from you or any person believed to be you. Transactions submitted over the Internet and telephonically are solely your responsibility and Natixis Funds makes no warranty as to the correctness, completeness, or the 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 Web site that relate to the processing of transactions, we disclaim any liability for the interception of such data. You agree to immediately notify Natixis Funds if any of the following occurs: 1. You do not receive confirmation of a transaction submitted via the Internet or telephonically within five (5) business days. 2. You receive confirmation of a transaction of which you have no knowledge and was not initiated or authorized by you. 3. You transmit a transaction for which you do not receive a confirmation number. 26 4. You have reason to believe that others may have gained access to your personal identification number (PIN) or other personal data. 5. You notice an unexplained discrepancy in account balances or other changes to your account, including address changes, and banking instructions on any confirmations or statements. Any costs incurred in connection with the use of the Natixis Funds Personal Access Line(R) or the Natixis Funds Internet site including telephone line costs and Internet service provider costs are solely your responsibility. Similarly Natixis Funds makes no warranties concerning the availability of Internet services or network availability. Natixis Funds reserves the right to suspend, terminate or modify the Internet capabilities offered to shareholders without notice. YOU HAVE THE ABILITY TO RESTRICT INTERNET AND TELEPHONIC ACCESS TO YOUR ACCOUNTS BY NOTIFYING NATIXIS FUNDS OF YOUR DESIRE TO DO SO. Written notifications to Natixis Funds should be sent to: 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. NET INCOME, DIVIDENDS AND VALUATION Determination of Net Income The net income of the Fund is determined at the close of regular trading (normally 4:00 p.m. Eastern time) on each day that the Exchange is open for trading. In addition, in Natixis Advisors' discretion, the Fund's shares may be priced on a day the Exchange is closed for trading if Natixis Advisors in its discretion determines that there has been enough trading in that Fund's portfolio securities to materially affect the net asset value of the Fund's shares. For example, the Fund may price its shares on days on which the Exchange is closed but the fixed income markets are open for trading. The Fund does not expect to price its shares on the following holidays (or day which the holiday is observed): New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Net income includes (i) all interest accrued and discounts earned on the portfolio investments of the Fund, minus (ii) amortized premium on such investments, plus or minus (iii) all realized gains and losses on such investments, and minus (iv) all expenses of the Fund. Daily Dividends As described in the Prospectus, the net income of the Fund is declared as a dividend at the closing of regular trading on the Exchange each day that the Exchange is open. In general, all investments in the Fund begin to accrue dividends on the business day following the date the purchase amount is invested in the Fund. Dividends accrue up to and including the date of redemption. Dividends will be paid in cash to the shareholder if the shareholder has notified the Fund in writing of the election on or before the payable date. Net investment income accruing on Saturdays, Sundays and other days on which the Exchange is closed is declared as a dividend on the immediately following business day. Although the Fund does not expect to realize any long-term capital gains, if such gains are realized they will be distributed once a year, after applying any available capital loss carryovers. If you elect to receive your dividends in cash and the dividend checks sent to you are returned "undeliverable" to the Fund or remain uncashed for six months, your cash election will be automatically changed and your future dividends will be reinvested. No interest will accrue on amounts represented by uncashed dividend or redemption checks. Valuation of the Fund's Portfolio Investments The total net asset value of the Fund (the excess of the Fund's assets over its liabilities) is determined by the custodian as of the close of regular trading on the Exchange on each day the Exchange is open for trading. (See 27 "Determination of Net Income.") Under normal market conditions, portfolio securities will be valued at amortized cost as described below. Expenses of the Fund are paid or accrued each day. In certain circumstances as permitted under SEC regulations, the Fund's portfolio securities may be valued at their fair value as determined in good faith by the Trust's Board of Trustees or persons acting pursuant to procedures approved by the Board of Trustees. Under the amortized cost method of valuation, securities are valued at cost on the date of purchase. Thereafter, the value of securities purchased at a discount or premium is increased or decreased incrementally each day so that at maturity the purchase discount or premium is fully amortized and the value of the security is equal to its principal amount. Due to fluctuations in interest rates, the amortized cost value of the securities of the Fund may at times be more or less than their market value. By using amortized cost valuation, the Fund seeks to maintain a constant net asset value of $1.00 per share despite minor shifts in the market value of their portfolio securities. The yield on a shareholder's investment may be more or less than that which would be recognized if the net asset value per share were not constant and were permitted to fluctuate with the market value of the portfolio securities of the Fund. However, as a result of the following procedures, it is believed that any difference will normally be minimal. The Trustees monitor quarterly the deviation between the net asset value per share of the Fund as determined by using available market quotations and its amortized cost price per share. Reich & Tang reviews such comparisons, as performed by the custodian, at least weekly and the trustees are advised promptly in the event of any significant deviation. If the deviation exceeds 1/2 of 1% for the Fund, the Board of Trustees will consider what action, if any, should be initiated to provide fair valuation of the portfolio securities of that Fund and prevent material dilution or other unfair results to shareholders. Such action may include redemption of shares in kind; selling portfolio securities prior to maturity; withholding dividends; or using a net asset value per share as determined by using available market quotations. There is no assurance that the Fund will be able to maintain its net asset value at $1.00 per share. Determination of Yield The Fund's yield, as it may appear in advertisements or written sales material, represents the net change, exclusive of capital changes, in the value of a hypothetical account having a balance of one share at the beginning of the period for which yield is determined (the "base period"). Current yield for the base period (for example, seven calendar days) is calculated by dividing (i) the net change in the value of the account for the base period by (ii) the number of days in the base period. The resulting number is then multiplied by 365 to determine the net income on an annualized basis. This amount is divided by the value of the account as of the beginning of the base period, normally $1.00, in order to state the current yield as a percentage. Yield may also be calculated on a compound basis ("effective" or "compound" yield) which assumes continual reinvestment throughout an entire year of net income earned at the same rate as net income is earned by the account for the base period. The Fund's yield for the seven days ended June 30, 2007 and effective yield based on such seven-day period were, respectively, 5.22% and 5.36%. The yield is based on the expenses paid by Classes A, B and C shares. Yield is calculated without regard to realized and unrealized gains and losses. The yield of the Fund will vary depending on prevailing interest rates, operating expenses and the quality, maturity and type of instruments held in the portfolio of that Fund. Consequently, no yield quotation should be considered as representative of what the yield of the Fund may be for any future period. The Fund's yields are not guaranteed. At any time in the future, yields and total return may be higher or lower than past yields and there can be no assurance that any historical results will continue. Shareholders comparing the Fund's yield with that of alternative investments (such as savings accounts, various types of bank deposits, and other money market funds) should consider such things as liquidity, minimum balance requirements, checkwriting privileges, the differences in the periods and methods used in the calculation of the yields being compared, and the impact of taxes on alternative types of investments. Yield information may be useful in reviewing the Fund's performance and providing a basis for comparison with other investment alternatives. However, unlike bank deposits, traditional corporate or municipal bonds or other investments which pay a fixed yield for a stated period of time, money market fund yields fluctuate. Calculation of Total Return and Average Annual Total Return Total return (including average annual total return) is a measure of the change in value of an investment in the Fund over the period covered, which assumes that any dividends or capital gains distributions are automatically reinvested in shares of the same class of that Fund rather than paid to the investor in cash. The Fund may show total return and average 28 annual total return of each class for the one-year, five-year and ten-year periods (or for the period since inception, if shorter) through the end of the most recent calendar quarter. The formula for total return used by the Fund is prescribed by the SEC and includes three steps: (1) adding to the total number of shares of the particular class that would be purchased by a hypothetical $1,000 investment in the Fund (with or without giving effect to the deduction of sales charge or CDSC, if applicable) all additional shares that would have been purchased if all dividends and distributions paid or distributed during the period had been automatically reinvested; (2) calculating the value of the hypothetical initial investment as of the end of the period by multiplying the total number of shares owned at the end of the period by the net asset value per share of the relevant class on the last trading day of the period; and (3) dividing this account value for the hypothetical investor by the amount of the initial investment, and annualizing the result where appropriate. Total return may be stated with or without giving effect to any expense limitations in effect for the Fund. If the Fund presents returns reflecting an expense limitation or waiver, its total return would have been lower if no limitation or waiver were in effect. TAXES In General The following is intended to be a general summary of certain federal income tax consequences of investing in the Fund. It is not intended as a complete discussion of all such consequences, nor does it purport to deal with all categories of investors. Investors are therefore advised to consult with their tax advisors before making an investment in the Fund. Taxation of the Fund The tax status of the Fund and the distributions that the Fund may make are summarized in the section of the Prospectus entitled "Tax Consequences." The Fund intends to elect to be treated and qualify each year for treatment as a regulated investment company under the provisions of Subchapter M of the Internal Revenue Code (the "Code"). In order to qualify, the Fund must, among other things, (i) derive at least 90% of its gross income for each taxable year (a) from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (b) net income derived from interests in "qualified publicly traded partnerships" (as defined below); (ii) diversify its holdings so that at the end of each fiscal quarter (a) at least 50% of the value of its total assets consists of cash, U.S. government securities, securities of other regulated investment companies, and other securities limited generally, with respect to any one issuer, to no more than 5% of the value of the Fund's total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund's total assets is (x) invested in the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses, or (y) in the securities of one or more qualified publicly traded partnerships (as defined below) and (iii) distribute annually at least 90% of the sum of its taxable net investment income, its net tax-exempt income and the excess if any, of net short-term gains over net long-term capital losses. In general, for purposes of the 90% gross income requirement described in section (i) of the previous paragraph, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the regulated investment company. However, 100% of the net income derived from an interest in a qualified publicly traded partnership ("QPTP") (defined as a partnership (x) interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof and (y) that derives less than 90% of its income from the qualifying income described in (i)(a) of the immediately preceeding paragraph (not including net income from QPTPS) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership. For purposes of (ii) above, the term "outstanding voting securities of such issuer" will include the equity securities of a qualified publicly traded partnership. Finally, for purposes of meeting the diversification requirement in section (ii) of the prior paragraph, in the case of the Fund's investment in loans, the Fund shall treat both the intermediary and the issuer of the underlying loan as an issuer. If the Fund qualifies as a regulated investment company that is accorded special tax treatment, the Fund will not be subject to federal income tax on income distributed to its shareholders in a timely manner in the form of dividends. If the Fund were to fail to qualify as a regulated investment company accorded special tax treatment in any taxable year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, 29 including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. In addition, the Fund would be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment. The Fund intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income (computed without regard to dividends-paid deductions). If the Fund does retain any investment company taxable income, it will be subject to tax at regular corporate rates on the amount retained, but may designate the retained amount as undistributed capital gains in a notice to its shareholders who (i) will be required to include in income for federal income taxes, as long-term capital gains, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the shareholder's gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. Treasury regulations permit a regulated investment company, in determining its investment company taxable income and net capital gain, to elect to treat all or part of any net capital loss incurred after October 31 as if it had been incurred in the succeeding year. To avoid imposition of a nondeductible 4% excise tax, the Fund must distribute by December 31 each year substantially all of its ordinary income realized in that year, and any previously undistributed capital gains it realized in the twelve months ended on October 31 of that year (or December 31, if the Fund is permitted to elect and so elects), plus any retained amount from the prior year. Certain dividends declared by the Fund in October, November or December but not actually received by you until January will be treated for federal tax purposes as though you had received them on December 31 of the year in which declared. The Fund generally intends to make distributions sufficient to avoid imposition of the excise tax, although there cannot be assurance that it will be able to do so. Taxation of Fund Distributions For federal income tax purposes, distributions of investment income are generally taxable as ordinary income to the extent of the Fund's earnings and profits. It is not expected that the Fund will realize any long-term capital gains. However, to the extent that distributions of any net realized long-term capital gains (i.e., the excess of net gains from capital assets held for more than one year over net losses from capital assets held for not more than one year) are made to shareholders of the Fund, such gains are taxable to such shareholders as long-term capital gains, whether received in cash or additional shares and regardless of how long shareholders have held their shares. Such distributions are not eligible for the dividends-received deduction for corporations or for treatment as qualified dividend income by individuals. Distributions derived from short-term net capital gains and investment income are generally taxable to you at ordinary income rates. Distributions are taxable to shareholders even if they are paid from income or gains earned by the Fund before a shareholder's investment (and thus were included in the price the shareholder paid). Distributions are taxable whether shareholder receive them in cash or reinvest them in additional shares (other than distributions, if any, properly designated by the Fund as "exempt interest dividends"). Long-term capital gain rates applicable to individuals have been temporarily reduced--in general, to 15%, with lower rates applying to taxpayers in the 10% and 15% brackets--for taxable years beginning on or before December 31, 2010. For taxable years beginning on or before December 31, 2010, "qualified dividend income" received by an individual will be taxed at the rates applicable to long-term capital gain. In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, the Fund must meet certain holding-period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio, and the shareholder must meet holding-period and other requirements with respect to the Fund's shares. The Fund does not expect to distribute any significant amount of qualified dividend income. If the Fund makes a distribution in excess of its current and accumulated "earnings and profits" in any taxable year, the excess distribution will be treated as a return of capital to the extent of a shareholder's tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder's basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares. 30 Sale or Redemption of Fund Shares The sale, exchange or redemption of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise the gain or loss on the sale, exchange or redemption of Fund shares will be treated as short-term capital gain or loss. However, if a shareholder sells shares at a loss within six months of purchase, any loss will be disallowed for federal income tax purposes to the extent of any exempt-interest dividends received on such shares. In addition, any loss (not already disallowed as provided in the preceding sentence) realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received by the shareholder with respect to shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if other shares of the same 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. Non-U.S. Shareholders Capital Gain Dividends and exempt-interest dividends, if any, generally will not be subject to withholding of federal income tax. However, distributions properly designated as exempt-interest dividends may be subject to backup withholding, as discussed below. In general, dividends (other than distributions of net long-term capital gains and, exempt-interest dividends, if any) paid by the Fund to a shareholder that is not a "U.S. person" within the meaning of the Code (such shareholder, a "foreign person") are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding. However, effective for taxable years of the Fund beginning before January 1, 2008, the Fund will not be required to withhold any amounts (i) with respect to distributions (other than distributions to a foreign person (w) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (x) to the extent that the dividend is attributable to certain interest on an obligation if the foreign person is the issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign countries that have inadequate information exchange with the United States, or (z) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign person and the foreign person is a controlled foreign corporation) from U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, to the extent such distributions are properly designated by the Fund, and (ii) with respect to distributions (other than distributions to an individual foreign person who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution) of net short-term capital gains in excess of net long-term capital losses, to the extent such distributions are properly designated by the Fund. Depending on the circumstances, the Fund may make such designations with respect to all, some or none of its potentially eligible dividends and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a foreign person will need to comply with applicable certification requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if the Fund makes a designation with respect to a payment. Foreign persons should contact their intermediaries with respect to the application of these rules to their accounts. If a beneficial holder who is a foreign person has a trade or business in the United States, and the dividends are effectively connected with the conduct by the beneficial holder of a trade or business in the United States, the dividend will be subject to U.S. federal net income taxation at regular income tax rates. Under U.S. federal tax law, a beneficial holder of shares who is a foreign person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of the Fund or on Capital Gain Dividends unless (i) such gain or Capital Gain Dividend is effectively connected with the conduct of a trade or business carried on by such holder within the United States or (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or Capital Gain Dividend and certain other conditions are met. Foreign currency-denominated securities and related hedging transactions. The Fund's transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Financial Products The Fund's investments in options, futures contracts, hedging transactions, forward contracts, swaps and certain 31 other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character distributions to Fund shareholders. Certain of the Fund's hedging activities (including its transactions, if any, in foreign currencies and foreign currency denominated instruments) are likely to result in a difference between the Fund's book income and taxable income. This difference may cause a portion of the Fund's income distributions to constitute a return of capital or capital gain for tax purposes or require the Fund to make distributions exceeding book income to avoid excise tax liability and to qualify as a regulated investment company. Securities loans may or may not be structured in a manner to preserve qualified dividend income treatment on dividends paid with respect to the securities lent. The Fund may receive substitute payments (instead of the dividend) that will not be eligible for treatment as qualified dividend income, taxed at the rate applicable to long-term capital gains. Tax-Exempt Shareholders Under current law, the Fund serves to "block" (that is, prevent the attribution to shareholders of) unrelated business taxable income ("UBTI") from being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in the Fund if either (i) the fund invests in REITs that hold residual interests in real estate mortgage investment conduits ("REMICs"); or (ii) shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b). If a charitable remainder trust (as defined in Code Section 664) realizes any UBTI for a taxable year, a 100% excise tax is imposed on such unrelated business taxable income. Other Tax Matters Special tax rules apply to investments though defined contribution plans and other tax-qualified plans. Shareholders should consult their tax adviser to determine the suitability of shares of the Fund as an investment through such plans and the precise effect of an investment on their particular tax situation. Dividends and distributions also may be subject to state and local taxes. Shareholders are urged to consult their tax advisers regarding specific questions as to federal, state, local and, where applicable, foreign taxes. The foregoing discussion relates solely to U.S. federal income tax law. Non-U.S. investors should consult their tax advisers concerning the tax consequences of ownership of shares of the Fund, including the certification and filing requirements imposed on foreign investors in order to qualify for exemption from the backup withholding tax rates described above (or a reduced rate of withholding provided by treaty). If a shareholder recognizes a loss with respect to the Fund's shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Backup withholding The Fund is required to withhold and remit to the U.S. Treasury a percentage of the taxable dividends and other distributions paid to and proceeds of share sales, exchanges or redemptions made by you if you do not provide a correct, certified taxpayer identification number (TIN), if the Fund is notified that you have underreported income in the past, or if you fail to certify to the Fund that you are not subject to such withholding. The backup withholding rules may also apply to distributions that are properly designated as exempt-interest and dividends. If you are a tax-exempt shareholder, however, these backup withholding rules will not apply so long as you furnish the Fund with an appropriate certification. The backup withholding tax rate is 28% for amounts paid through 2010. The backup withholding tax rate will be 31% for amounts paid after December 31, 2010. 32 The foregoing relates only to federal income taxation of individuals and corporations. Prospective shareholders should consult their tax advisers as to the possible application of state and local income tax laws to Fund dividends and capital gain distributions and the tax consequences of retirement plans offering tax benefits. Information regarding the tax status of distributions made by the Fund will be sent to shareholders shortly after the end of each calendar year. The foregoing is a general and abbreviated summary of the applicable provisions of the Code and related regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative actions. FINANCIAL STATEMENTS The Financial Statements of the Fund and the related report of the independent registered public accounting firm included in the annual report of the Fund for the year ended June 30, 2007, are incorporated herein by reference. The Fund's annual and semiannual reports are available upon request and without charge. The Fund will send a single copy of its annual and semiannual reports to an address at which more than one shareholder of record with the same last name has indicated that mail is to be delivered. Shareholders may request additional copies of any annual or semiannual report by telephone at 800-225-5478 or by writing to the Fund at: 399 Boylston Street, Boston, Massachusetts 02116. The annual reports, semiannual reports and SAIs are available online at the Fund's website www.funds.natixis.com. The annual and semiannual reports are also available online at the SEC's website, at www.sec.gov. 33 APPENDIX A DESCRIPTION OF CERTAIN INVESTMENTS Obligations Backed by Full Faith and Credit of the U.S. Government -- bills, certificates of indebtedness, notes and bonds issued by (i) the U.S. Treasury or (ii) agencies, authorities and instrumentalities of the U.S. government or other entities and backed by the full faith and credit of the U.S. government. Such obligations include, but are not limited to, obligations issued by the Government National Mortgage Association, Rural Housing Service and the Small Business Administration. Other U.S. Government Obligations -- bills, certificates of indebtedness, notes and bonds issued by agencies, authorities and instrumentalities of the U.S. government which are supported by the right of the issuer to borrow from the U.S. Treasury or by the credit of the agency, authority or instrumentality itself but not backed by the full faith and credit of the United States. Such obligations include, but are not limited to, obligations issued by the Tennessee Valley Authority, the Bank for Cooperatives, Federal Home Loan Banks, Federal Intermediate Credit Banks, Federal Land Banks and the Federal National Mortgage Association. Repurchase Agreements -- agreements by which the Fund purchases a security (usually a U.S. government obligation) and obtains a simultaneous commitment from the seller (a member bank of the Federal Reserve System or, to the extent permitted by the 1940 Act, a recognized securities dealer) to repurchase the security at an agreed upon price and date. The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to the coupon rate on the purchased security. Such transactions afford an opportunity for the Fund to earn a return on temporarily available cash at minimal market risk, although the Fund may be subject to various delays and risks of loss if the seller is unable to meet its obligation to repurchase. Certificates of Deposit -- certificates issued against funds deposited in a bank, are for a definite period of time, and earn a specified rate of return and are normally negotiable. Bankers' Acceptances -- short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed "accepted" when a bank guarantees their payment at maturity. Yankeedollar Obligations -- obligations of U.S. branches of foreign banks. Eurodollar Obligations -- dollar-denominated obligations of foreign banks (including U.S. and London branches of foreign banks) and foreign branches of U.S. banks. Commercial Paper -- refers to promissory notes issued by companies in order to finance their short-term credit needs. Corporate Obligations -- include bonds and notes issued by companies in order to finance longer-term credit needs. A-1 APPENDIX B DESCRIPTION OF SECURITIES RATINGS Set forth below are descriptions of the highest ratings of Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P") and Fitch Investors Service, Inc. ("Fitch") for corporate and municipal bonds, commercial paper and short-term tax-exempt obligations. Ratings for commercial paper have been included since certain of the obligations which the Funds are authorized to purchase have characteristics of commercial paper and have been rated as such by Moody's, S&P and Fitch. Moody's Investors Service, Inc. Corporate and Municipal Bond Ratings Aaa: Bonds which are rated 'Aaa' are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa: Bonds which are rated Aa are judged to be high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. Moody's bond ratings, where specified, are applicable to financial contracts, senior bank obligations and insurance company senior policyholder and claims obligations with an original maturity in excess of one year. Obligations relying upon support mechanisms such as letter-of-credit and bonds of indemnity are excluded unless explicitly rated. Obligations of a branch of a bank are considered to be domiciled in the country in which the branch is located. Unless noted as an exception, Moody's rating on a bank's ability to repay senior obligations extends only to branches located in countries which carry a Moody's Sovereign Rating for Bank Deposits. Such branch obligations are rated at the lower of the bank's rating or Moody's Sovereign Rating for the Bank Deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located are not incorporated into Moody's ratings. Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the Securities Act of 1933 or issued in conformity with any other applicable law or regulation. Nor does Moody's represent any specific bank or insurance company obligation is legally enforceable or a valid senior obligation of a rated issuer. Moody's applies numerical modifiers, 1, 2, and 3 in the generic rating classified Aa in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. Short-Term Municipal Notes Ratings The two highest ratings of Moody's for short-term municipal notes are MIG-1 and MIG-2: MIG-1 denotes "best quality, enjoying strong protection from established cash flows;" MIG-2 denotes "high quality," with margins of protection ample although not so large as in the preceding group. B-1 Commercial Paper Ratings The rating P-1 is the highest commercial paper rating assigned by Moody's. Among the factors considered by Moody's in assigning ratings are the following: (1) evaluation of the management of the issuer; (2) economic evaluation of the issuer's industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; (3) evaluation of the issuer's products in relation to competition and customer acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over a period of ten years; (7) financial strength of a parent company and the relationships which exist with the issuer; and (8) recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations. Corporate Short-Term Debt Ratings Moody's short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations. These obligations have an original maturity not exceeding one year, unless explicitly noted. PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity. Standard & Poor's Ratings Services Issue Credit Rating Definitions A Standard & Poor's issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor. Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poor's from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances. Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days -- including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings. Issue credit ratings are based, in varying degrees, on the following considerations: likelihood of payment -- capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights. The issue rating definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.) Accordingly, in the case of junior debt, the rating may not conform exactly with the category definition. B-2 Corporate and Municipal Bond Ratings AAA: An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong. AA: An obligation rated 'AA' differs from the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong. Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties. Short-Term Municipal Notes Ratings S&P does not rate short-term municipal notes as such. Commercial Paper Ratings Definitions A Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. A-1: A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's 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 obligor's 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 obligor's capacity to meet its financial commitment on the obligation is satisfactory. A commercial paper rating is not a recommendation to purchase, sell or hold a security inasmuch as it does not comment as to market price or suitability for a particular investor. The ratings are based on current information furnished to Standard & Poor's by the issuer or obtained from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information. Fitch Investors Service, Inc. Commercial Paper and Short-Term Ratings The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second highest commercial paper rating assigned by Fitch and reflects an assurance of timely payment only slightly less in degree than the strongest issues. Bond and Long-Term Ratings Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly marketable, suitable for investment by trustees and fiduciary institutions and are liable to slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is a showing of earnings several times or many times interest requirements, with such stability of applicable earnings that safety is beyond reasonable question despite changes that may occur in conditions. Bonds rated AA by Fitch, whose merits are not unlike those of the AAA class, but whose margin of safety is less strikingly broad, are judged by Fitch to be of safety virtually beyond question and are readily salable. The issue may be the obligation of a small company, that is strongly secured but influenced as to rating by the lesser financial power of the enterprise and by a more local type of market. B-3 Registration Nos. 2-68348 811-2819 NATIXIS CASH MANAGEMENT TRUST PART C OTHER INFORMATION Item 23. Exhibits (a) Articles of Incorporation (1) The Registrant's Amendment No. 1 to Sixth of Amended and Restated Agreement and Declaration of Trust dated June 1, 2007 (the "Agreement and Declaration") is filed herewith. (b) By-Laws (1) The Registrant's Amended and Restated By-Laws dated June 2, 2005 (the "By-Laws") are incorporated by reference to exhibit (b)(4) to PEA No. 43 to the Registration Statement filed on August 31, 2005. (c) Instruments Defining Rights of Security Holders (1) Rights of shareholders are described in Article III, Section 6 of the Registrant's Agreement and Declaration incorporated by reference to exhibit (a) to PEA No. 43 to the Registration Statement filed on August 31, 2005. (d) Investment Advisory Contracts (1) Advisory Agreement dated October 1, 2001 between the Registrant, on behalf of Natixis Cash Management Trust - Money Market Series (the "Money Market Series") and Natixis Asset Management Advisors, L.P. (formerly, IXIS Asset Management Advisors, L.P.) ("Natixis Advisors") is incorporated by reference to exhibit (d)(1) to PEA No. 40 to the Registration Statement filed on August 27, 2002. (2) First Addendum dated July 1, 2005 to the Advisory Agreement dated October 1, 2001 between the Registrant on behalf of the Money Market Series and Natixis Advisors is incorporated by reference to exhibit (d)(2) to PEA No. 43 to the Registration Statement filed on August 31, 2005. (3) Subadvisory Agreement dated October 1, 2001 among the Registrant, Natixis Advisors and Reich & Tang Asset Management, LLC ("Reich & Tang") is incorporated by reference to exhibit (d)(2) to PEA No. 40 to the Registration Statement filed on August 27, 2002. (4) Amendment No. 1 dated July 1, 2005 to the Subadvisory Agreement dated October 1, 2001 among the Registrant on behalf of the Money Market Series, Natixis Advisors and Reich & Tang is incorporated by reference to exhibit (d)(4) to PEA No. 43 to the Registration Statement filed on August 31, 2005. (e) Underwriting Contracts (1) Distribution Agreement dated October 30, 2000 between the Registrant, on behalf of the Money Market Series, and Natixis Distributors, L.P. (formerly, IXIS Asset Management Distributors, L.P.) ("Natixis Distributors") is incorporated by reference to exhibit (e)(1) to PEA No. 38 to the Registration Statement filed on June 29, 2001. (2) Form of Dealer Agreement used by Natixis Distributors is filed herewith. (f) Bonus or Profit Sharing Contracts Not applicable. (g) Custodian Agreements (1) Custodian Contract dated September 1, 2005, between the Registrant, on behalf of its respective series, and State Street Bank and Trust Company ("State Street Bank") is incorporated by reference to exhibit (g)(1) to PEA No. 44 to the Registration Statement filed on August 31, 2006. (h) Other Material Contracts (1) Transfer Agency and Services Agreement dated October 1, 2005, between the Registrant on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Boston Financial Data Services, Inc. ("Boston Financial") is incorporated by reference as exhibit (h)(1) to PEA No. 44 to the Registration Statement filed on August 31, 2006. (2) Administrative Services Agreement dated January 3, 2005 between Registrant and Natixis Advisors is incorporated by reference to exhibit (h)(6) to PEA No. 43 to Registration Statement filed o August 31, 2005. (i) Amendment No. 1 dated November 1, 2005 to the Administrative Services Agreement dated January 3, 2005 between the Registrant and Natixis Advisors is filed herewith. (ii) Amendment No. 2 dated January 1, 2006 to the Administrative Services Agreement dated January 3, 2005 between the Registrant and Natixis Advisors is filed herewith. (iii) Amendment No. 3 dated July 1, 2007 to the Administrative Services Agreement dated January 3, 2005 between the Registrant and Natixis Advisors is filed herewith. (3) Reliance Agreement for Exchange Privileges dated September 30, 2003 by and among the Registrant, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds IV, Loomis Sayles Funds I and Loomis Sayles Funds II is incorporated by reference to exhibit (h)(4) to PEA No. 41 to the Registration Statement filed on October 29, 2003. (i) Legal Opinion Not applicable. (j) Other Opinions Consent of PricewaterhouseCoopers LLP is filed herewith. (k) Omitted Financial Statements Not applicable. (l) Initial Capital Agreements Not applicable. (m) Rule 12b-1 Plans Not applicable. (n) Rule 18f-3 Plan (1) Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 (the "the Rule 18f-3 Plan") as amended, effective January 2007 is filed herewith. (p) Code of Ethics (1) Code of Ethics effective March 10, 2006 for the Registrant is filed herewith. (2) Code of Ethics dated June 30, 2006 for Natixis Advisors and Natixis Distributors is filed herewith. (3) Code of Ethics, as amended effective January 1, 2007, of Reich & Tang is filed herewith. (q) Powers of Attorney (1) Powers of Attorney for Graham T. Allison, Jr., Daniel M. Cain, Richard Darman, John T. Hailer, Edward Benjamin, Robert Blanding and Sandra O. Moose dated October 18, 2004 designating John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok as attorneys to sign for each Trustee is incorporated by reference to exhibit (q)(1) to PEA No. 43 to the Registration Statement filed on August 31, 2005. (2) Powers of Attorney for Charles D. Baker and Cynthia L. Walker dated June 2, 2005 designating John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok as attorneys to sign for each Trustee is incorporated by reference to exhibit (q)(2) to PEA No. 43 to the Registration Statement filed on August 31, 2005. (3) Power of Attorney for Jonathan P. Mason is filed herewith. Item 24. Persons Controlled by or Under Common Control with Registrant The Registrant is not aware of any person controlled or under common control with any of its series. As of August 10, 2007, there were no persons that owned 25% or more of the outstanding voting securities of the Registrant. Item 25. Indemnification Under Article 4 of the Registrant's By-Laws, any past or present Trustee or officer of the Registrant (hereinafter referred to as a "Covered Person") shall be indemnified to the fullest extent permitted by law against all liability and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding to which he or she may be a party or otherwise involved by reason of his or her being or having been a Covered Person. That provision does not authorize indemnification when it is determined that such Covered Person would otherwise be liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. This description is modified in its entirety by the provision of Article 4 of the Registrant's By-Laws incorporated by reference to exhibit (b)(4) to PEA No. 43 to the Registration Statement filed on August 31, 2005. The Distribution Agreement, the Custodian Agreement, the Transfer Agency and Service Agreement and the Administrative Services Agreement (the "Agreements") contained herein and in various post-effective amendments and incorporated herein by reference, provide for indemnification. The general effect of these provisions is to indemnify entities contracting with the Registrant against liability and expenses in certain circumstances. This description is modified in its entirety by the provisions of the Agreements as contained in this Registration Statement and incorporated herein by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in connection with the successful defense of any claim, action, suit or proceeding) is asserted against the Registrant by such Trustee, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Registrant and its Trustees, officers and employees are insured, under a policy of insurance maintained by the Registrant in conjunction with Natixis Global Asset Management, L.P. (formerly, IXIS Asset Management US Group, L.P. ) and its affiliates, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such Trustees or officers. The policy expressly excludes coverage for any Trustee or officer for any claim arising out of any fraudulent act or omission, any dishonest act or omission or any criminal act or omission of the Trustee or officer. Item 26: Business and Other Connections of Investment Adviser (a) Natixis Advisors, a wholly owned subsidiary Natixis Global Asset Management, L.P. serves as investment adviser to all the series of the Registrant. Natixis Advisors was organized in 1995. The list required by this Item 26 regarding any other business, profession or employment of a substantial nature engaged in by officers and partners of Natixis Advisors during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by Natixis Advisors pursuant to the Advisers Act (SEC File No. 801-48408; IARD/CRD No. 106800). (b) Reich & Tang is the subadviser of the Registrant's Money Market Series. Reich & Tang serves as the investment adviser to a number of other registered investment companies. The list required by this Item 26 regarding any other business, profession, vocation or employment of substantial nature engaged in by officers and directors of Reich & Tang during the past two years is incorporated herein by reference to schedules A, C and D of form ADV filed by Reich & Tang pursuant to the Advisers Act (SEC File No. 801-47230; IARD/CRD No. 106186). Item 27. Principal Underwriters (a) Natixis Distributors, the principal underwriter of the Registrant, also serves as principal underwriter for: Delafield Fund, Inc. Hansberger International Series Natixis Funds Trust I Natixis Funds Trust II Natixis Funds Trust III Natixis Trust IV Loomis Sayles Funds I Loomis Sayles Funds II (b) The general partner and officers of the Registrant's principal underwriter, Natixis Distributors, and their addresses are as follows:
Positions and Offices Positions and Offices Name with Principal Underwriter with Registrant - ---- ---------------------------------------- -------------------------- Natixis Distribution General Partner None Corporation John T. Hailer President and Chief Executive Officer President, Chief Executive Officer and Trustee John E. Pelletier Executive Vice President and Chief Chief Operating Officer Operating Officer Coleen Downs Senior Vice President, General Counsel, Secretary, Clerk and Chief Dinneen Secretary and Clerk Legal Officer Russell Kane Senior Vice President, Deputy General Chief Compliance Officer, Counsel, Assistant Secretary, Assistant Anti-Money Laundering Clerk and Chief Compliance Officer for Officer and Assistant Mutual Funds Secretary Michael C. Kardok Senior Vice President Treasurer, Principal Financial and Accounting Officer Anthony Loureiro Senior Vice President, Chief Compliance None Officer for the Broker-Dealer and Anti-Money Laundering Compliance Officer Beatriz Pina Smith Senior Vice President, Treasurer and None Chief Financial Officer Marilyn Rosh Vice President and Controller None Robert Krantz Executive Vice President None Peter Martin Executive Vice President None Diane Whelan Executive Vice President, Chief None Information Officer David Allison Senior Vice President None John Bearce Senior Vice President None Joshua Bogen Senior Vice President None
Positions and Offices Positions and Offices Name with Principal Underwriter with Registrant - ---- --------------------------------------- --------------------- William Butcher Senior Vice President None Matthew Coldren Senior Vice President None Mark Doyle Senior Vice President None Caren Leedom Senior Vice President None Dan Lynch Senior Vice President None Christopher Mullahy Senior Vice President None Thomas Nelson Senior Vice President None Maureen O'Neill Senior Vice President None Elizabeth Puls-Burns Senior Vice President None Matt Raynor Senior Vice President None Susannah Wardly Senior Vice President None
The principal business address of all the above persons or entities is 399 Boylston Street, Boston, MA 02116. (c) Not applicable. Item 28. Locationof Accounts and Records The following companies, in the aggregate, maintain possession of the documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder. (i) Natixis Cash Management Trust 399 Boylston Street Boston, Massachusetts 02116 (ii) State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 (iii) Boston Financial Data Services, Inc. 2 Heritage Drive, 4/th/ Floor North Quincy, MA 02171 (iv) Natixis Distributors, L.P. 399 Boylston Street Boston, Massachusetts 02116 (v) Natixis Asset Management Advisors, L.P. 399 Boylston Street Boston, MA 02116 (vi) Reich & Tang Asset Management, LLC 600 Fifth Avenue New York, NY 10020 Item 29. Management Services None. Item 30. Undertakings The Registrant undertakes to provide its annual report of any of its series to any person who receives a prospectus for such series and who requests the annual report. NATIXIS CASH MANAGEMENT TRUST SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment ("PEA") No. 45 to its Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this PEA No. 45 to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston and the Commonwealth of Massachusetts on the 30/th/ day of August, 2007. NATIXIS CASH MANAGEMENT TRUST By: /s/ John T. Hailer ----------------------------- John T. Hailer Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Michael C. Kardok - ------------------------------- Michael C. Kardok Treasurer August 30, 2007 /s/ Graham T. Allison, Jr. - ------------------------------- Graham T. Allison, Jr.* Trustee August 30, 2007 /s/ Charles D. Baker - ------------------------------- Charles D. Baker* Trustee August 30, 2007 /s/ Edward A. Benjamin - ------------------------------- Edward A. Benjamin* Trustee August 30, 2007 /s/ Robert J. Blanding - ------------------------------- Robert J. Blanding* Trustee August 30, 2007 /s/ Daniel M. Cain - ------------------------------- Daniel M. Cain* Trustee August 30, 2007 /s/ Richard Darman - ------------------------------- Richard Darman* Trustee August 30, 2007 /s/ John T. Hailer - ------------------------------- John T. Hailer Trustee, President, August 30, 2007 Chief Executive Officer /s/ Jonathan P. Mason - ------------------------------- Jonathan P. Mason Trustee August 30, 2007 /s/ Sandra O. Moose - ------------------------------- Sandra O. Moose* Trustee; August 30, 2007 Chairperson of the Board /s/ Cynthia L. Walker - ------------------------------- Cynthia L. Walker* Trustee August 30, 2007 *By: /s/ Coleen Downs Dinneen ----------------------------- Coleen Downs Dinneen Attorney-In-Fact**/***/**** August 30, 2007 - -------- ** Powers of Attorney for Graham T. Allison, Jr., Daniel M. Cain, Richard Darman, John T. Hailer, , Edward Benjamin, Robert Blanding, Sandra O. Moose and are incorporated by reference to exhibit (q)(1) to PEA No. 45 to the Registration Statement filed on August 31, 2006. *** Powers of Attorney for Charles D. Baker and Cynthia L. Walker are incorporated by reference to exhibit (q)(2) to PEA No. 45 to the Registration Statement filed on August 31, 2006. **** Powers of Attorney for Jonathan P. Mason are filed herewith as exhibit (q)(3). Natixis Cash Management Trust Exhibit Index Exhibits for Item 23 of Form N-1A Exhibit Exhibit Description - ------- ------------------------------------------------------------------ (a)(1) Amendment No. 1 to Sixth Amended and Restated Agreement and Declaration of Trust (e)(2) Form of Dealer Agreement (h)(2)(i) First Amendment to Administrative Services Agreement (h)(2)(ii) Second Amendment to Administrative Services Agreement (h)(2)(iii) Third Amendment to Administrative Services Agreement (j) Consent of PricewaterhouseCoopers LLP (n)(1) Rule 18f-3 Plan (p)(1) Code of Ethics for Registrant (p)(2) Code of Ethics for Natixis Advisors and Natixis Distributors (p)(3) Code of Ethics for Reich & Tang (q)(3) Power of Attorney EX-99.(A)(1) 2 dex99a1.txt AMENDMENT 1 TO SIXTH AMENDED AND RESTATED DECLARATION OF TRUST Exhibit (a)(1) IXIS ADVISOR CASH MANAGEMENT TRUST Amendment No. 1 to Sixth Amended and Restated Agreement and Declaration of Trust The undersigned, being at least a majority of the Trustees of IXIS Advisor Cash Management Trust (the "Trust"), having determined it to be consistent with the fair and equitable treatment of all shareholders of the Trust, hereby amend the Trust's Sixth Amended and Restated Agreement and Declaration of Trust (the "Declaration of Trust"), a copy of which is on file in the office of the Secretary of the Commonwealth of Massachusetts, as follows: 1. The name of the Trust is hereby amended to be "Natixis Cash Management Trust". 2. The address of the Trust is: 399 Boylston Street Boston, Massachusetts 02116 3. The address of the Trustees is: c/o Natixis Cash Management Trust 399 Boylston Street Boston, Massachusetts 02116 The foregoing amendment shall be effective on August 6, 2007. IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our successors and assigns as of the 1st day of June 2007. /s/ GRAHAM T. ALLISON, JR. /s/ RICHARD DARMAN - ---------------------------------- ---------------------------------- Graham T. Allison, Jr. Richard Darman /s/ CHARLES D. BAKER /s/ JOHN T. HAILER - ---------------------------------- ---------------------------------- Charles D. Baker John T. Hailer /s/ EDWARD A. BENJAMIN /s/ JONATHAN P. MASON - ---------------------------------- ---------------------------------- Edward A. Benjamin Jonathan P. Mason /s/ ROBERT J. BLANDING /s/ SANDRA O. MOOSE - ---------------------------------- ---------------------------------- Robert J. Blanding Sandra O. Moose /s/ DANIEL M. CAIN /s/ CYNTHIA L. WALKER - ---------------------------------- ---------------------------------- Daniel M. Cain Cynthia L. Walker EX-99.(E)(2) 3 dex99e2.txt FORM OF DEALER AGREEMENT Exhibit (e)(2) Natixis Distributors, L.P. 399 Boylston Street Boston, Massachusetts 02116 Dealer Agreement This dealer agreement ("Dealer Agreement") is entered into between Natixis Distributors, L.P. ("our", "us", or "we") and the undersigned company ("you"). We offer to sell to you shares of each of the mutual funds distributed by us (the "Funds" and each a "Fund"), for each of which Funds we are a principal underwriter as defined in the Investment Company Act of 1940, as amended (the "Act"), and from which we have the right to purchase shares./1/ With respect to each of the Funds (except for Section 5, which applies only with respect to each Fund having in effect from time to time a service plan, service and distribution plan or other plan adopted pursuant to Rule 12b-1 under the Act): 1. In all sales of shares of the Funds you shall act as dealer for your own account, and in no transaction shall you have any authority to act as agent, except as limited agent for purposes of receiving and transmitting orders and instructions regarding the purchase, exchange and redemption of shares of your customers and employees, with no authority to act as agent for any Fund or for us. 2. You agree not to purchase any Fund shares for any customer, unless you deliver or cause to be delivered to such customer, at or prior to the time of such purchase, a copy of the then current Prospectus of the applicable Fund. You hereby represent that you understand your obligation to deliver a Prospectus to customers who purchase Fund shares pursuant to federal securities laws and you have taken all necessary steps to comply with such Prospectus delivery requirements. 3. Orders received from you will be accepted by us only at the public offering price applicable to each order, except for transactions to which a reduced offering price applies as provided in the then current Prospectus (which term as hereinafter used shall include the Statement of Additional Information) of the Fund(s). The minimum dollar purchase of shares of each Fund by any investor shall be the applicable minimum amount described in the then current Prospectus of the Fund and no order for less than such amount will be accepted hereunder. The public offering price shall be the net asset value per share plus the sales charge, if any, applicable to the transaction, expressed as a percentage of the public offering price, as determined and effective as of the time specified in the then current Prospectus of the Fund(s). The procedures relating to the handling of orders shall be subject to any instructions that we shall forward from time to time to you. All orders are subject to acceptance or rejection by us in our sole discretion. You hereby agree to comply with attached Appendix A, Policies and Procedures with Respect to Mutual Fund Trading, and Appendix B, Policies and Procedures with Respect to the Sales of Funds Offering Multiple Classes of Shares. 4. The sales charge applicable to any sale of Fund shares by you and the dealer concession or commission applicable to any order from you for the purchase of Fund shares accepted by us shall be set forth in the then current Prospectus of the Fund. You shall notify us if you are not eligible to receive a dealer concession or commission. You may be deemed to be an underwriter in connection with sales by you of shares of the Fund where you receive all or substantially all of the sales charge as set forth in the Fund's Prospectus, and therefore you may be subject to applicable provisions of the Securities Act of 1933. (a) We are entitled to a contingent deferred sales charge ("CDSC") on redemptions of applicable classes of shares of the Funds, as described in the then current Prospectus. You agree that you will sell shares subject to a CDSC and that are to be held in omnibus accounts only if you are a NETWORKING participant with the National Securities Clearing Corporation and if such accounts are established pursuant to a NETWORKING Agreement. (b) Reduced sales charges or no sales charge may apply to certain transactions under letter of intent, combined purchases or investments, reinvestment of dividends and distributions, repurchase privilege, unit investment trust distribution reinvestment or - -------- /1/ The definition of "Funds" shall not include the following mutual funds, which are distributed by Natixis Distributors, L.P, but which are not available to you through the terms of this Dealer Agreement: Hansberger Emerging Markets Fund (Institutional Class); Hansberger International Growth Fund (Institutional Class); Hansberger Core Fund (Institutional Class); Hansberger International Value Fund (Institutional Class); Hansberger International Growth Fund (Advisor Class); Loomis Sayles Fixed Income Fund; Loomis Sayles Institutional High Income Fund; Loomis Sayles Intermediate Duration Fixed Income Fund; Loomis Sayles Investment Grade Fixed Income Fund; Loomis Sayles Tax Managed Equity Fund; Loomis Sayles High Income Opportunities Fund; and Loomis Sayles Securitized Asset Fund. 1 other programs, as described in the then current Prospectus of the Fund(s). To obtain any such reductions, you must notify us when the sale that would qualify for such reduction takes place. 5. Rule 12b-1 Plans. The substantive provisions of this Section 5 have been adopted pursuant to Rule 12b-1 under the Act by certain Funds, under plans pursuant to such Rule (each a "Plan"). (a) You agree to provide (i) for the Funds with a Service Plan, personal services to investors in shares of the Funds and/or services related to the maintenance of shareholder accounts, and (ii) for those Funds with a Service and Distribution Plan, both personal services to investors in shares of the Funds and/or services related to the maintenance of shareholder accounts and also distribution and marketing services in the promotion of Fund shares. As compensation for these services, we shall pay you, upon receipt by us from the Fund(s), a quarterly service fee or service fee and distribution fee based on the average daily net asset value of Fund shares at the rate set forth with respect to the relevant Class(es) of shares of the Fund(s) in the then current Prospectus. This fee will be based on the average daily net asset value of Fund shares which are owned of record by your firm as nominee for your customers or which are owned by those shareholders whose records, as maintained by the Fund or its agent, designate your firm as the shareholder's dealer of record. No such fee will be paid to you with respect to shares purchased by you or your customers and redeemed or repurchased by the Fund or by us as agent within seven (7) business days after the date of our confirmation of such purchase. No such fee will be paid to you with respect to any of your customers if the amount of such fee based upon the value of such customer's Fund shares would be less than $5.00. Normally, payment of such fee to you shall be made within forty-five (45) days after the close of each quarter for which such fee is payable provided, however, that any other provision of this Dealer Agreement or the Prospectuses to the contrary notwithstanding, we shall not have any obligation whatsoever to pay any amount of distribution and/or service fee with respect to shares of any Fund except to the extent, and only to the extent, that we have actually received payment of at least such amount of distribution and/or service fee from the Funds with respect to such shares pursuant to a Plan in consideration of you furnishing distribution and client services hereunder with respect to your customers that own such class of shares of such Fund (b) You shall furnish us and the Fund with such information as shall reasonably be requested by the Trustees of the Fund with respect to the fees paid to you pursuant to this Section 5 and you shall notify us if you are not eligible to receive 12b-1 fees, including without limitation by reason of your failure to provide the services as required in this Section 5. (c) The provisions of this Section 5 may be terminated by the vote of a majority of the Trustees of the Funds who are not interested persons of the Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates either the Fund's Distribution Contract or Underwriting Agreement with us, or this Dealer Agreement under Section 15 hereof or otherwise and shall terminate automatically in the event of the assignment (as that term is defined in the Act) of this Dealer Agreement. (d) The provisions of the Distribution Contract or Underwriting Agreement between the Fund and us, insofar as they relate to the Plan, are incorporated herein by reference. The provisions of this Section 5 shall continue in full force and effect only so long as the continuance of the Plan, the Distribution Contract or Underwriting Agreement and these provisions are approved at least annually by a vote of the Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting thereon. 6. You agree to purchase Fund shares only from us or from your customers. If you purchase Fund shares from us, you agree that all such purchases shall be made only: (a) to cover orders already received by you from your customers; (b) for shares being acquired by your customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then current Prospectus of the Fund; (c) for your own bona fide investment; or (d) for investments by any IRS qualified pension, profit sharing or other trust established for the benefit of your employees or for investments in Individual Retirement Accounts established by your employees, and if you so advise us in writing prior to any sale of Fund shares pursuant to this subsection (d), you agree to waive all your dealer concessions with respect to all sales of Fund shares pursuant to this subsection (d). If you purchase shares from your customers, you agree to pay such customers not less than the applicable redemption price next quoted by the Fund pursuant to the procedures set forth in the then current Prospectus of the Fund. 7. You shall sell shares only: (a) to customers at the applicable public offering price, except for shares being acquired by your customers at net asset value pursuant to either the exchange privilege or the repurchase privilege as described in the then current Prospectus of the Fund, and (b) to us as agent for the Fund at the redemption price. In such a sale to us, you may act either as principal for your own account or as agent for your customer. If you act as principal for your own account in purchasing shares for resale to us, you agree to pay your customer not less than the price that you receive from us. If you act as agent for your 2 customer in selling shares to us, you agree not to charge your customer more than a fair commission or fee for handling the transaction, except that you agree to receive no compensation of any kind based on the reinvestment of redemption or repurchase proceeds pursuant to the repurchase privilege, as described in the then current Prospectus of the Fund. 8. You hereby certify that all of your customers' taxpayer identification numbers ("TIN") or social security numbers ("SSN") furnished to us by you are correct and that you will not open an account without providing us with the customer's TIN or SSN. You agree to comply with the provisions of Appendix C, Policies and Procedures with Respect to Rule 22c-2. 9. You shall not withhold placing with us orders received from your customers so as to profit yourself as a result of such withholding; e.g., by a change in the net asset value from that used in determining the public offering price to your customers. 10.We will not accept from you any conditional orders for shares. 11. If any Fund shares sold to you or your customers under the terms of this Dealer Agreement are redeemed by the Fund or repurchased by us as agent for the Fund within seven (7) business days after the date of our confirmation of the original purchase by you or your customers, it is agreed that you shall forfeit your right to any dealer concession or commission received by you on such Fund shares. We will notify you of any such repurchase or redemption within ten (10) business days after the date thereof and you shall forthwith refund to us the entire concession or commission allowed or paid to you on such sale. We agree, in the event of any such repurchase or redemption, to refund to the Fund the portion of the sales charge, if any, retained by us and, upon receipt from you of the concession allowed to you on any Fund shares, to pay such refund forthwith to the Fund. 12. Payment for Fund shares sold to you shall be made on or before the settlement date specified in our confirmation, at the office of our clearing agent, and by check payable to the order of the Fund, which reserves the right to delay issuance, redemption or transfer of shares until such check has cleared. If such payment is not received by us, we reserve the right, without notice, forthwith either to cancel the sale, or at our option, sell the shares ordered back to the Fund, in which case you shall bear any loss resulting from your failure to make payment as aforesaid. 13. You will also act as principal in all purchases by a shareholder for whom you are the dealer of record of Fund shares with respect to payments sent directly by such shareholder to the Shareholder Services and Transfer Agent (the "Agent") specified in the then current Prospectus of the Fund, and you authorize and appoint the Agent to execute and confirm such purchases to such shareholders on your behalf. The Agent will remit not less frequently than monthly to you the amount of any concessions due with respect to such purchases, except that no concessions will be paid to you on any transaction for which your net sales concession is less than $5.00 in any one month. You also represent that with respect to all such direct purchases by such shareholder, you may lawfully sell shares of such Fund in the state designated as such shareholder's record address. 14. No person is authorized to make any representations concerning shares of the Funds except those contained in the then current Prospectuses of the Funds and in sales literature issued by us supplemental to such Prospectuses or approved in writing by us. In purchasing shares from us, you shall rely solely on the representations contained in such Prospectuses and such sales literature. We will furnish you with additional copies of such Prospectuses and such sales literature and other releases and information issued by us in reasonable quantities upon request. (a) If, with prior written approval from us, you use any advertisement or sales literature which has not been supplied by us, you are responsible for ensuring that the material complies with all applicable regulations and has been filed with the appropriate authorities. (b) You shall indemnify and hold us (and our directors, officers, employees, controlling persons and agents) and the Fund and its Trustees and officers harmless from and against any and all losses, claims, liabilities and expenses (including reasonable attorneys' fees) ("Losses") incurred by us or any of them arising out of (i) your dissemination of information regarding any Fund that is alleged to contain an untrue statement of material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and that was not published or provided to you by or on behalf of us, or accurately derived from information published or provided by or on behalf of us or any of our Affiliates, (ii) any breach by you of any representation, warranty or agreement contained in this Dealer Agreement, (iii) any act or omission, including without limitation any material misstatement by you in connection with any orders or solicitation of orders for, or transactions in, shares of the Funds, or (iv) any willful misconduct or negligence on your part in the performance of, or failure to perform, your obligations under this Dealer Agreement, except to the extent such losses are caused by our breach of this Dealer Agreement or our willful misconduct or negligence in the performance, or failure to perform, our obligations under this Dealer Agreement. This Section 14 shall survive termination of this Dealer Agreement. 3 15. The Fund reserves the right in its discretion and we reserve the right in our discretion, without notice, to refuse any order for the purchase of Fund shares for any reason whatsoever, and to suspend sales or withdraw the offering of Fund shares (or shares of any class(es)) entirely. We reserve the right, by written notice to you, to amend, modify, cancel or assign this Dealer Agreement, including Section 5 hereof, and any appendices that are now or in the future attached to this Dealer Agreement. Notice for all purposes shall be deemed to be given when mailed or electronically transmitted to you. 16. This Dealer Agreement shall replace any prior agreement between you and us or any of our predecessor entities (including but not limited to IXIS Asset Management Distributors, L.P., CDC IXIS Asset Management Distributors, L.P., Nvest Funds Distributor, L.P., New England Funds, L.P., TNE Investment Services Corporation, and Investment Trust of Boston Distributors, Inc.) and is conditioned upon your representation and warranty that you are (i) registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and are a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") or (ii) exempt from registration as a broker/dealer under the 1934 Act. Regardless of whether you are an NASD member, you and we agree to abide by the Rules and Regulations of the NASD, including without limitation Conduct Rules 2310, 2420, 3110, 3510 and 2830, and all applicable state and federal laws, rules and regulations. You agree to notify us if you cease to be registered as a broker/dealer under the 1934 Act and a member of the NASD, or exempt from registration as a broker/dealer under the 1934 Act. (a) You will not offer Fund shares for sale in any state (a) where they are not qualified for sale under the blue sky laws and regulations of such state or (b) where you are not qualified to act as a broker/dealer. (b) In the event that you offer Fund shares outside the United States, you agree to comply with the applicable laws, rules and regulations of the foreign government having jurisdiction over such sales, including any regulations of United States military authorities applicable to solicitations to military personnel. 17. Each of the parties represents and warrants that it has enacted appropriate safeguards to protect non-public customer information. If non-public personal information regarding either party's customers or consumers is disclosed to the other party in connection with this Dealer Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Dealer Agreement and in accordance with Regulation S-P. 18. You hereby represent and certify to us, that you are aware of, and in compliance with, all applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, recordkeeping and compliance requirements of the Bank Secrecy Act ("BSA"), as amended by the USA PATRIOT Act of 2001 (the "Patriot Act"), its implementing regulations, and related Securities and Exchange Commission and self-regulatory organization rules and regulations. You hereby certify to us that, as required by the Patriot Act, you have a comprehensive anti-money laundering compliance program that includes: internal policies, procedures and controls for complying with the Patriot Act; a designated compliance officer or officers; an ongoing training program for appropriate employees; and an independent audit function. You also hereby certify to us that, to the extent applicable, you are in compliance with the economic sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and have an OFAC compliance program that satisfies all applicable laws and regulations and sanctions programs administered by the U.S. Treasury Department's Office of Foreign Laws and Regulations. You represent that you have adopted a Customer Identification Program in compliance with applicable laws, rules and regulations and will verify the identity of customers who open accounts with you and who invest in shares of the Funds. Except to the extent restricted by applicable law, you hereby agree to notify the Funds promptly whenever questionable activity or potential indications of suspicious activity or OFAC matches are detected with respect to the Funds. You hereby undertake to notify us promptly if any of the foregoing certifications cease to be true and correct for any reason. 19. You hereby agree that all purchases, redemptions and exchanges of shares contemplated by this Dealer Agreement shall be effected by you for your customers in accordance with each Fund's then current Prospectus, including, without limitation, the collection of any redemption fees, and in accordance with applicable laws and regulations. You agree that you will be responsible for monitoring your customers' accounts for a pattern of purchases, redemptions and/or exchanges of shares of the Funds that potentially indicates excessive trading or "market timing". You agree that, in the event that it should come to your attention that any of your customers are engaging in a pattern of purchases, redemptions and/or exchanges of Funds that potentially indicates "market timing," you shall immediately notify us of such pattern and shall cooperate fully with us in any investigation and, if deemed necessary or appropriate by us, terminating any such pattern of trading, including, without limitation, by refusing such customer's orders to purchase or exchange shares of the Funds. 20. You hereby represent that you have established and will maintain a business continuity program, in compliance with NASD Rules 3510 and 3520, designed to ensure that you will at all times fulfill your obligations as set forth in this Dealer Agreement. 4 21. You hereby acknowledge that each Fund and class of shares thereof may be offered and sold only in accordance with the terms and conditions set forth in the respective Fund's prospectus and statement of additional information, as may be amended from time to time. 22. All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or faxed to you at the address specified by you below. 23. This Dealer Agreement together with attached appendices shall be effective when accepted by you below and shall be governed by and construed under the laws of the Commonwealth of Massachusetts. 24. This Dealer Agreement together with attached appendices shall be effective as against you and your successor in interest. All obligations, representations, warranties and covenants made and belonging to you shall be enforceable against your successor in interest to the same extent that such would be enforceable against you. Your submission and our acceptance of an order for the Funds, or receipt by us of an executed copy of this Dealer Agreement from you represents your acknowledgement and acceptance of the terms and conditions of this Dealer Agreement and its attached appendices. Accepted: ------------------------------ Natixis Distributors, L.P. Dealer's Name By: Natixis Distribution Corporation, its general partner Address: ------------------------------ Address: 399 Boylston Street ------------------------------ Boston, MA 02116 ------------------------------ By: ------------------------------ By: ---------------------------- Authorized Signature of Dealer Authorized Signature ------------------------------ (Please print name) Date: ------------------------------ 5 Appendix A Natixis Distributors, L.P. Policies and Procedures with Respect to Mutual Fund Trading You shall establish and maintain effective internal policies and controls, including operational and system controls, with respect to the processing of orders of the funds received prior to and after the close of the New York Stock Exchange - normally 4:00 p.m. Eastern Time ("Pricing Time"), for the purchase, redemption and exchange of shares of mutual funds, including the Funds. For all transactions in the Funds, you shall follow all applicable rules and regulations and shall establish internal policies regarding the timely handling of orders for the purchase, redemption and exchange of shares of the Funds ("Fund Orders") and maintain effective internal controls over the ability to distinguish and appropriately process Fund Orders received prior to and after the Fund's Pricing Time, including operational and systems controls. Specifically, you represent as of the date of Dealer Agreement and each time that you accept a Fund Order on behalf of a Fund that: .. Your policies and procedures provide reasonable assurance that Fund Orders received by you prior to the Fund's Pricing Time are segregated from Fund Orders received by you after the Fund's Pricing Time and are properly transmitted to the Funds (or their agents) for execution at the current day's net asset value ("NAV"). .. Your policies and procedures provide reasonable assurances that Fund Orders received by you after the Fund's Pricing Time are properly transmitted to the Funds (or their agents) for execution at the next day's NAV. .. Your policies and procedures provide reasonable assurance that transactional information is delivered to the Funds (or their agents) in a timely manner. .. You have designed procedures to provide reasonable assurance that policies with regard to the receipt and processing of Fund Orders are complied with. Such procedures either prevent or detect, on a timely basis, instances of noncompliance with the policies governing the receipt and processing of Fund Orders. .. Policies and procedures governing the timely handling of Fund Orders have been designed and implemented effectively by all third parties to whom you have designated the responsibility to distinguish and appropriately process Fund Orders received prior to and after the Fund's Pricing Time. To the extent we have entered into related agreements with you regarding your handling of Fund Orders, you acknowledge and agree that this appendix shall apply to your handling of all Fund Orders, whether authorized under the Dealer Agreement or any other agreement with us or our affiliates. 6 Appendix B Natixis Distributors, L.P. Policies and Procedures with Respect to Sales of Funds Offering Multiple Classes Of Shares In connection with the offering of certain Funds with multiple classes of shares, one subject to a front-end sales load and a service fee or service and distribution fee ("Class A shares"), one subject to a service fee, distribution fee and a CDSC on redemptions within a period specified in the then current Prospectus of the Fund ("Class C shares"), one intended generally only for certain institutional investors and subject to no front-end sales load ("Class Y shares") and other no-load Retail, Admin and Institutional Fund shares, an investor must choose the method of purchasing shares which best suits his/her particular circumstances. To assist investors in these decisions, we have instituted the following policies with respect to orders for Fund shares. These policies apply to every entity distributing Fund shares. 1. No purchase order may be placed for Class C shares if the amount of the order equals or exceeds $1,000,000 or the order is eligible for a net asset value purchase price (i.e., no front-end sales charge) of Class A shares unless the investor indicates on the relevant section of the application that the investor has been advised of the relative advantages and disadvantages of Classes A and C shares. 2. Any purchase order for less than $1,000,000 may be for either Class A or C shares in light of the relevant facts and circumstances, including: a) the specific purchase order dollar amount; b) the length of time the investor expects to hold his/her shares; and c) any other relevant circumstances such as the availability of purchase under a Letter of Intent, Breakpoints (a volume discount), or Rights of Accumulation, as described in the Prospectus. 3. Investors may purchase Class Y shares only if they meet the identity, suitability, minimum investment and other standards set forth in the Funds' then current Class Y Prospectuses. Investors otherwise eligible to purchase Class Y shares but who will not make the initial minimum investment amount are eligible to invest in Class A or C shares. They should be advised, however, of the lower fees and expenses applicable to Class Y shares and should consider whether a larger investment, to meet the Class Y requirements, would be appropriate and desirable for their circumstances. There are instances when purchasing one class of shares may be more appropriate than the others. For example, investors who would qualify for a significant discount from the maximum sales load on Class A shares may determine that payment of such a reduced front-end sales load and service fee is preferable to payment of a higher ongoing distribution fee. Investors making smaller investments who anticipate redeeming their shares within eight years might consider Class C shares for the same reason. Appropriate supervisory personnel within your organization must ensure that all employees and representatives receiving investor inquiries about the purchase of shares of a Fund advise the investor of then available pricing structures offered by the Funds, and the impact of choosing one class of shares over another. You shall inform investors of available breakpoints and ensure that such investor receives access to representatives and employees within your organization to answer any inquiries that such investor may have with respect to available and applicable breakpoints. In some instances it may be appropriate for a supervisory person to discuss a purchase with the investor. This policy is effective with respect to any order for the purchase of shares of a Fund offering multiple classes of shares. Fund and class of shares may be offered and sold only in accordance with the terms and conditions set forth in the respective Fund's prospectus and statement of additional information. Questions relating to this policy should be directed to John T. Hailer, President and Chief Executive Officer, Natixis Distributors, L.P. at (617) 449-2500. 7 Appendix C Natixis Distributors, L.P. Policies and Procedures with Respect to Rule 22c-2 I. Shareholder Information. 1. Agreement to Provide Information. You agree to provide to the Fund, upon written request, the taxpayer identification number ("TIN"), the Individual/International Taxpayer Identification Number ("ITIN"), or other government-issued identifier ("GII"), if known, of any or all Shareholder(s) of each account held of record by you and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by you during the period covered by the request. 2. Period Covered by Request. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than ninety (90) days from the date of the request as the Fund deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. The Fund reserves the right to request the information set forth in Section I. (1) for each trading day and you agree, if so directed by the Fund, to provide the information. 3. Form and Timing of Response. You agree to provide, promptly upon request of the Fund or its designee, the requested information specified in Section I. (1). If requested by the Fund or its designee, you agree to use best efforts to determine promptly whether any specific person about whom you have received identification and transaction information specified in Section I. (1) is itself a financial intermediary ("indirect intermediary") and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in Section I. (1) for those shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. You additionally agree to inform the Fund whether you plan to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format. 4. Limitations on Use of Information. Fund agrees not to use the information received for marketing or any other similar purpose without your prior written consent. 5. Agreement to Restrict Trading. You agree to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund's Shares (directly or indirectly through your account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. 6. Form of Instructions. Instructions to restrict or prohibit trading must include the TIN, ITIN, GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates. 7. Timing of Response. You agree to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by you. 8. Confirmation. You must provide written confirmation to the Fund that instructions have been executed. You agree to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed. 8 9. Definitions. For purposes of this schedule: (a) The term "Fund" includes the fund's principal underwriter and transfer agent. The term does not include any "excepted funds" as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.* (b) The term "Shares" means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by you. (c) The term "Shareholder" means the beneficial owner of Shares, whether the Shares are held directly or by you in nominee name. (d) Note that the term "Shareholder" may have alternative meanings as follows: (1) for Retirement Plan Recordkeepers the term "Shareholder" means the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares and (2) for Insurance Companies the term "Shareholder" means the holder of interests in a variable annuity or variable life insurance contract issued by an Intermediary. (e) The term "written" includes electronic writings and facsimile transmissions. - -------- * As defined in SEC Rule 22c-2(b), the term "excepted fund" means any: (1) money market fund; (2) fund that issues securities that are listed on a national securities exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund. 9 EX-99.(H)(2)(I) 4 dex99h2i.txt FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT Exhibit (h)(2)(i) FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of November 1, 2005, by and between IXIS Asset Management Advisors, L.P. ("IXIS Advisors"), IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the "Trusts"). WHEREAS, IXIS Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005, (the "Agreement"), governing the terms and conditions under which IXIS Advisors provides certain administrative services to the series of the Trusts; and WHEREAS, IXIS Advisors and the Trusts desire to amend Schedule A of the Agreement to reflect changes in Trust Portfolios; NOW THEREFORE, in consideration of the premises and covenants contained herein, IXIS Advisors and the Trusts hereby agree as follows: 1. Schedule A of the Agreement is deleted in its entirety and replaced with Schedule A attached hereto. 2. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect. 3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written. IXIS ASSET MANAGEMENT ADVISORS, L.P. By IXIS Asset Management Distribution Corporation, its general partner By: /s/ John T. Hailer ------------------------- John T. Hailer, Executive Vice President IXIS ADVISOR FUNDS TRUST I IXIS ADVISOR FUNDS TRUST II IXIS ADVISOR FUNDS TRUST III IXIS ADVISOR FUNDS TRUST IV IXIS ADVISOR CASH MANAGEMENT TRUST LOOMIS SAYLES FUNDS II By: /s/ John T. Hailer ------------------------- John T. Hailer, President LOOMIS SAYLES FUNDS I By: /s/ John T. Hailer ------------------------- John T. Hailer, Executive Vice President Schedule A Trust Portfolios As of: November 1, 2005 IXIS Advisor Funds Trust I - -------------------------- CGM Advisor Targeted Equity Fund Hansberger International Fund IXIS Income Diversified Portfolio IXIS U.S. Diversified Portfolio IXIS Value Fund Loomis Sayles Core Plus Bond Fund Vaughan Nelson Small Cap Value Fund Westpeak Capital Growth Fund IXIS Advisor Funds Trust II - --------------------------- Harris Associates Large Cap Value Fund Loomis Sayles Massachusetts Tax Free Income Fund IXIS Advisor Funds Trust III - ---------------------------- Harris Associates Focused Value Fund IXIS Equity Diversified Portfolio IXIS Moderate Diversified Portfolio IXIS Advisor Funds Trust IV - --------------------------- AEW Real Estate Fund IXIS Advisor Cash Management Trust - ---------------------------------- IXIS Cash Management Trust - Money Market Series Loomis Sayles Funds I - --------------------- Loomis Sayles Bond Fund Loomis Sayles Fixed Income Fund Loomis Sayles Global Bond Fund Loomis Sayles High Income Opportunities Fund* Loomis Sayles Inflation Protected Securities Fund Loomis Sayles Institutional High Income Fund Loomis Sayles Intermediate Duration Fixed Income Fund Loomis Sayles Investment Grade Fixed Income Fund Loomis Sayles Securitized Asset Fund* Loomis Sayles Small Cap Value Fund - -------- * With respect to these Funds only, paragraph 3 of the Agreement is revised to provide that IXIS Advisors shall be entitled to reasonable compensation for its services and expenses as Administrator, but Loomis, Sayles & Company, L.P. ("Loomis Sayles), the adviser to the Funds, and not Loomis Sayles Funds I, shall be responsible for payment of such compensation and expenses relating to the Funds, as agreed upon by Loomis Sayles in separate Letter Agreements dated January 3, 2005 and July 1, 2005, respectively. Loomis Sayles Funds II - ---------------------- Loomis Sayles Aggressive Growth Fund Loomis Sayles Growth Fund Loomis Sayles High Income Fund Loomis Sayles Investment Grade Bond Fund Loomis Sayles Limited Term Government and Agency Fund Loomis Sayles Municipal Income Fund Loomis Sayles Research Fund Loomis Sayles Small Cap Growth Fund Loomis Sayles Strategic Income Fund Loomis Sayles Tax-Managed Equity Fund Loomis Sayles Value Fund Loomis Sayles Worldwide Fund EX-99.(H)(2)(II) 5 dex99h2ii.txt SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT Exhibit (h)(2)(ii) SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of January 1, 2006, by and between IXIS Asset Management Advisors, L.P. ("IXIS Advisors"), IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the "Trusts"). WHEREAS, IXIS Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005 (the "Agreement"), governing the terms and conditions under which IXIS Advisors provides certain administrative services to the series of the Trusts; and WHEREAS, IXIS Advisors and the Trusts desire to amend Schedule B of the Agreement to reflect the provision by IXIS Advisors of the Chief Compliance Officer and Senior Compliance Analyst to administer the Funds' Rule 38a-1 Compliance Program. NOW THEREFORE, in consideration of the premises and covenants contained herein, IXIS Advisors and the Trusts hereby agree as follows: 1. A new subheading "Rule 38a-1 Compliance Services" is added to Schedule B and the following description is added under the new subheading: . Provide the Trusts' Chief Compliance Officer and a Senior Compliance Analyst to administer the Trusts' Compliance Program required by Rule 38a-1 under the Investment Company Act of 1940. 2. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect. 3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written. IXIS ASSET MANAGEMENT ADVISORS, L.P. By IXIS Asset Management Distribution Corporation, its general partner By: /s/ John T. Hailer ------------------------- John T. Hailer, Executive Vice President IXIS ADVISOR FUNDS TRUST I IXIS ADVISOR FUNDS TRUST II IXIS ADVISOR FUNDS TRUST III IXIS ADVISOR FUNDS TRUST IV IXIS ADVISOR CASH MANAGEMENT TRUST LOOMIS SAYLES FUNDS II By: /s/ John T. Hailer ------------------------- John T. Hailer, President LOOMIS SAYLES FUNDS I By: /s/ John T. Hailer ------------------------- John T. Hailer, Executive Vice President EX-99.(H)(2)(III) 6 dex99h2iii.txt THIRD AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT Exhibit (h)(2)(iii) THIRD AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 1, 2007, by and between IXIS Asset Management Advisors, L.P. ("IXIS Advisors"), IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the "Trusts"). WHEREAS, IXIS Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005 (the "Agreement"), governing the terms and conditions under which IXIS Advisors provides certain administrative services to the series of the Trusts; and WHEREAS, IXIS Advisors and the Trusts desire to amend Section 3(a) of the Agreement to implement a new breakpoint in the fee schedule and clarify the provision regarding fees for new funds; and WHEREAS, IXIS Advisors and the Trusts desire to amend Schedule B of the Agreement to more accurately reflect the services currently provided by IXIS Advisors to the Trusts. NOW THEREFORE, in consideration of the premises and covenants contained herein, IXIS Advisors and the Trusts hereby agree as follows: 1. a. The fee schedule, which appears in Section 3 (a)(2) of the Agreement, is amended and restated as follows: Annualized Fee Rate Average Daily Net Assets As a % of Average Daily Net Assets ------------------------ ---------------------------------- $0 - $ 5 billion 0.0675% Next $ 5 billion 0.0625% Over $ 10 billion 0.0500% Over $ 30 billion 0.0450% b. Section 3(a)(3) is amended and restated as follows: In addition, each fund for the first twelve months of its operation is subject to an administration fee consisting of a new fund base fee of $50,000 plus $12,500 per class (if multiple classes) and an additional $50,000 fee for each multi-manager fund. The parties understand and agree that the annual minimum set forth in paragraph (3)(a)(1) above will be reviewed annually and the parties will agree to an appropriate adjustment taking into consideration new funds added and funds liquidated or merged out of existence during the year. 2. Schedule B of the Agreement is deleted in its entirety and replaced with Schedule B attached hereto. 3. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect. 4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written. IXIS ASSET MANAGEMENT ADVISORS, L.P. By IXIS Asset Management Distribution Corporation, its general partner By: /s/ John T. Hailer ------------------------- John T. Hailer, Executive Vice President IXIS ADVISOR FUNDS TRUST I IXIS ADVISOR FUNDS TRUST II IXIS ADVISOR FUNDS TRUST III IXIS ADVISOR FUNDS TRUST IV IXIS ADVISOR CASH MANAGEMENT TRUST LOOMIS SAYLES FUNDS II By: /s/ John T. Hailer ------------------------- John T. Hailer, President LOOMIS SAYLES FUNDS I By: /s/ John T. Hailer ------------------------- John T. Hailer, Executive Vice President Schedule B Description of Services Provided Dated: July 1, 2007 IXIS Advisors shall perform or arrange for the performance of the following administration and clerical service: Corporate Secretarial Services 1. provide Secretary and Assistant Secretaries for the Trusts and other officers as requested; 2. maintain general corporate calendar, tracking all legal and regulatory compliance through annual cycles; 3. prepare Board materials for quarterly Board meetings and Board committee meetings, including agenda and background materials for annual review of advisory and distribution fees, presentation of issues to the Board, prepare minutes and follow-up on matters raised at meetings; 4. maintain charter documents for the Trusts; 5. prepare organizational Board meeting materials for new Funds; 6. draft contracts, assisting in negotiation and planning, as appropriate, for example advisory, distribution and selling agreements, transfer agency and custodian agreements, 12b-1 and shareholder servicing plans and related agreements and various other agreements and amendments; 7. prepare and file proxy solicitation materials, oversee solicitation and tabulation efforts, conduct shareholder meetings and provide legal presence at meetings; Registration and Disclosure Assistance Services 8. prepare and file amendments to the Funds' registration statement, including updating prospectuses and SAIs; 9. prepare and file prospectus and SAI supplements, as needed; 10. prepare and file other regulatory documents, including Form N-CSR, Form N-SAR, Form N-Q, Rule 24f-2 Notices, Form N-PX; 11. establish and maintain a disclosure controls and procedures program to assist in the funds' officers certification under the Sarbanes-Oxley Act of 2002; 12. obtain and file fidelity bonds and monitor compliance with Rule 17g-1 and Rule 17d-1(7) under the 1940 Act; 13. obtain and monitor directors' and officers' errors and omissions policies and Independent Trustees excess errors and omissions insurance policy; 14. prepare and file shareholder meeting materials and assist with all shareholder communications; 15. coordinate and monitor state Blue Sky qualification through an experienced vendor partner; Rule 38a-1 Compliance Services 16. provide the Trusts' Chief Compliance Officer and other necessary staff to administer the Trusts' Compliance Program required by Rule 38a-1 under the Investment Company Act of 1940; Legal Consulting and Planning Services 17. provide general legal advice on matters relating to portfolio management, Fund operations, mutual fund sales, development of advertising materials, changing or improving prospectus disclosure, and any potential changes in each Fund's investment policies, operations, or structure; 18. communicate significant emerging regulatory and legislative developments to the Advisor, the Trusts and the Board and provide related planning assistance; 19. develop or assist in developing guidelines and procedures to improve overall compliance by the Trusts and Funds; 20. provide advice with regard to litigation matters, routine fund examinations and investigations by regulatory agencies; 21. provide advice regarding long-term planning for the Funds, including creation of new funds or portfolios, corporate structural changes, mergers, acquisitions, and other asset gathering plans including new distribution methods; 22. maintain effective communications with fund counsel and counsel to the independent Trustees, if any; 23. create and implement timing and responsibility system for outside legal counsel when necessary to implement major projects and the legal management of such projects; 24. monitor activities and billing practices of counsel performing services for the Funds or in connection with related fund activities; 25. provide consultation and advice for resolving compliance questions along with the Advisor, its counsel, the Trusts and fund counsel; 26. provide active involvement with the management of SEC and other regulatory examinations; 27. maintain the Trusts' Code of Ethics and monitor compliance of personnel; 28. maintain the Trusts' Sarbanes-Oxley Code of Ethics and monitor compliance of personnel; 29. maintain procedures to assist the Trusts' in complying with attorney conduct rules of Sarbanes-Oxley Act of 2002 Transfer Agent Monitoring Services 30. oversight responsibility of the statement output vendor to ensure that the content of confirmations, statements, annual and semi-annual reports, disclosure statements and shareholder administrative communications conform to regulatory requirements and are distributed within the mandated time frames; 31. oversight of transfer agent activity in order to evaluate the status of regulatory compliance, protect the integrity of the funds and shareholders, search for systemic weaknesses, and examine for potential liability and fraud; 32. assist in the monitoring and review of the transfer agency anti-money laundering program to assist in the Funds' compliance with the requirements of the USA PATRIOT Act; 33. oversight of the transfer agency with respect to customer and other complaints to determine liability, facilitate resolution and promote equitable treatment of all parties; 34. consult with transfer agent and other staff regarding prospectus and SAI provisions and requirements, distribution issues including payment programs, sub-transfer agent arrangements and other regulatory issues; Treasury Financial Services 35. provide Treasurer and Assistant Treasurers for the Trusts and other officers as requested; 36. generate portfolio schedules utilizing the Funds' custodian system; 37. create financial statements and financial highlight tables; 38. establish and maintain internal controls over financial reporting; 39. maintain and update the notes to the financials; 40. coordinate with external auditors for annual audit; 41. review financial statements for completeness, accuracy and appropriate disclosures; 42. coordinate ROCSOP adjustments with auditors; 43. determine and monitor expense accrual for each fund; 44. verify management and 12b-1 fees calculated by the Funds' custodian; 45. review fund waivers and deferrals; 46. calculate total returns for each fund and respective classes using the Fundstation system; 47. oversee and review custodial bank services including maintenance of books and records; 48. provide service bureaus with funds statistical information; 49. oversee the determination and publication of the Funds' net asset values; 50. review the calculation, submit for approval by an officer of the Funds', and arrange for the payment of the Funds' expenses; 51. oversee and review the calculation of fees paid to the Funds' service providers, including, as applicable, the Funds' investment advisers and sub-advisers, custodian, transfer agent and distributor and submit to an officer for Funds' approval; Treasury Regulatory Services 52. prepare and file annual and semi-annual N-CSR and N-SAR forms with the SEC; 53. coordinate pre-approval of audit related services; 54. coordinate Japanese Ministry of Finance and SRS filings; 55. provide Trustees with condensed portfolio information; 56. review securities lending activity; 57. review pricing errors; 58. review fair value pricing; 59. review stale pricing; 60. review collateral segregation; 61. provide weekly summaries of pricing overrides to management; 62. provide a review of expense caps and management fee waivers to management; 63. review short sales; 64. review derivatives positions; 65. review brokerage commissions; 66. review dividends and capital gain distributions; Treasury Tax Services 67. provide annual tax information (Form 1099) for each fund or class of shares to shareholders and transfer agents; 68. calculate distribution of capital gains, income and spill back requirements; 69. provide estimates of capital gains; 70. provide 1099 information to vendors; 71. provide service bureaus, brokers and various parties with tax information notices; 72. prepare excise tax returns; 73. prepare income tax returns; 74. prepare tax identification number filings; 75. perform IRS sub-Chapter M testing for 25% diversification (monthly), 50% diversification (monthly), 90% gross income (monthly), 90% income distribution requirement (annually), and 98% excise distribution requirement (annually); Treasury Compliance Services 76. perform oversight review to ensure investment manager compliance with investment policies and limitations; 77. obtain and review investment manager certification on adhering to all investment policies, restrictions and guidelines; 78. monitor SEC diversification with 75% diversification test and Section 12 diversification test; 79. periodically review designated collateral on all fund derivative and delayed delivery positions; Treasury Special Services 80. administer review of securities lending with lending agent(s); 81. ensure periodic review of Funds for opportunities with lending and review of current income levels; 82. establish opportunities with investment manager and brokers for directed commission programs; 83. coordinate new-market registrations with advisors and sub-advisors; 84. monitor line of credit arrangement and payment of commitment fees; 85. maintain Trustee payments and monitor deferred compensation arrangements; 86. provide Trustees and vendors with Form 1099 information; 87. generate expense proformas for new products; 88. negotiate with vendors to ensure new products are brought in at the lowest costs; 89. ensure all aspects of new products are operationally ready. Schedule B Description of Services Provided Dated: July 1, 2007 IXIS Advisors shall perform or arrange for the performance of the following administration and clerical service: Corporate Secretarial Services 1. provide Secretary and Assistant Secretaries for the Trusts and other officers as requested; 2. maintain general corporate calendar, tracking all legal and regulatory compliance through annual cycles; 3. prepare Board materials for quarterly Board meetings and Board committee meetings, including agenda and background materials for annual review of advisory and distribution fees, presentation of issues to the Board, prepare minutes and follow-up on matters raised at meetings; 4. maintain charter documents for the Trusts; 5. prepare organizational Board meeting materials for new Funds; 6. draft contracts, assisting in negotiation and planning, as appropriate, for example advisory, distribution and selling agreements, transfer agency and custodian agreements, 12b-1 and shareholder servicing plans and related agreements and various other agreements and amendments; 7. prepare and file proxy solicitation materials, oversee solicitation and tabulation efforts, conduct shareholder meetings and provide legal presence at meetings; Registration and Disclosure Assistance Services 8. prepare and file amendments to the Funds' registration statement, including updating prospectuses and SAIs; 9. prepare and file prospectus and SAI supplements, as needed; 10. prepare and file other regulatory documents, including Form N-CSR, Form N-SAR, Form N-Q, Rule 24f-2 Notices, Form N-PX; 11. establish and maintain a disclosure controls and procedures program to assist in the funds' officers certification under the Sarbanes-Oxley Act of 2002; 12. obtain and file fidelity bonds and monitor compliance with Rule 17g-1 and Rule 17d-1(7) under the 1940 Act; 13. obtain and monitor directors' and officers' errors and omissions policies and Independent Trustees excess errors and omissions insurance policy; 14. prepare and file shareholder meeting materials and assist with all shareholder communications; 15. coordinate and monitor state Blue Sky qualification through an experienced vendor partner; Rule 38a-1 Compliance Services 16. provide the Trusts' Chief Compliance Officer and other necessary staff to administer the Trusts' Compliance Program required by Rule 38a-1 under the Investment Company Act of 1940; Legal Consulting and Planning Services 17. provide general legal advice on matters relating to portfolio management, Fund operations, mutual fund sales, development of advertising materials, changing or improving prospectus disclosure, and any potential changes in each Fund's investment policies, operations, or structure; 18. communicate significant emerging regulatory and legislative developments to the Advisor, the Trusts and the Board and provide related planning assistance; 19. develop or assist in developing guidelines and procedures to improve overall compliance by the Trusts and Funds; 20. provide advice with regard to litigation matters, routine fund examinations and investigations by regulatory agencies; 21. provide advice regarding long-term planning for the Funds, including creation of new funds or portfolios, corporate structural changes, mergers, acquisitions, and other asset gathering plans including new distribution methods; 22. maintain effective communications with fund counsel and counsel to the independent Trustees, if any; 23. create and implement timing and responsibility system for outside legal counsel when necessary to implement major projects and the legal management of such projects; 24. monitor activities and billing practices of counsel performing services for the Funds or in connection with related fund activities; 25. provide consultation and advice for resolving compliance questions along with the Advisor, its counsel, the Trusts and fund counsel; 26. provide active involvement with the management of SEC and other regulatory examinations; 27. maintain the Trusts' Code of Ethics and monitor compliance of personnel; 28. maintain the Trusts' Sarbanes-Oxley Code of Ethics and monitor compliance of personnel; 29. maintain procedures to assist the Trusts' in complying with attorney conduct rules of Sarbanes-Oxley Act of 2002 Transfer Agent Monitoring Services 30. oversight responsibility of the statement output vendor to ensure that the content of confirmations, statements, annual and semi-annual reports, disclosure statements and shareholder administrative communications conform to regulatory requirements and are distributed within the mandated time frames; 31. oversight of transfer agent activity in order to evaluate the status of regulatory compliance, protect the integrity of the funds and shareholders, search for systemic weaknesses, and examine for potential liability and fraud; 32. assist in the monitoring and review of the transfer agency anti-money laundering program to assist in the Funds' compliance with the requirements of the USA PATRIOT Act; 33. oversight of the transfer agency with respect to customer and other complaints to determine liability, facilitate resolution and promote equitable treatment of all parties; 34. consult with transfer agent and other staff regarding prospectus and SAI provisions and requirements, distribution issues including payment programs, sub-transfer agent arrangements and other regulatory issues; Treasury Financial Services 35. provide Treasurer and Assistant Treasurers for the Trusts and other officers as requested; 36. generate portfolio schedules utilizing the Funds' custodian system; 37. create financial statements and financial highlight tables; 38. establish and maintain internal controls over financial reporting; 39. maintain and update the notes to the financials; 40. coordinate with external auditors for annual audit; 41. review financial statements for completeness, accuracy and appropriate disclosures; 42. coordinate ROCSOP adjustments with auditors; 43. determine and monitor expense accrual for each fund; 44. verify management and 12b-1 fees calculated by the Funds' custodian; 45. review fund waivers and deferrals; 46. calculate total returns for each fund and respective classes using the Fundstation system; 47. oversee and review custodial bank services including maintenance of books and records; 48. provide service bureaus with funds statistical information; 49. oversee the determination and publication of the Funds' net asset values; 50. review the calculation, submit for approval by an officer of the Funds', and arrange for the payment of the Funds' expenses; 51. oversee and review the calculation of fees paid to the Funds' service providers, including, as applicable, the Funds' investment advisers and sub-advisers, custodian, transfer agent and distributor and submit to an officer for Funds' approval; Treasury Regulatory Services 52. prepare and file annual and semi-annual N-CSR and N-SAR forms with the SEC; 53. coordinate pre-approval of audit related services; 54. coordinate Japanese Ministry of Finance and SRS filings; 55. provide Trustees with condensed portfolio information; 56. review securities lending activity; 57. review pricing errors; 58. review fair value pricing; 59. review stale pricing; 60. review collateral segregation; 61. provide weekly summaries of pricing overrides to management; 62. provide a review of expense caps and management fee waivers to management; 63. review short sales; 64. review derivatives positions; 65. review brokerage commissions; 66. review dividends and capital gain distributions; Treasury Tax Services 67. provide annual tax information (Form 1099) for each fund or class of shares to shareholders and transfer agents; 68. calculate distribution of capital gains, income and spill back requirements; 69. provide estimates of capital gains; 70. provide 1099 information to vendors; 71. provide service bureaus, brokers and various parties with tax information notices; 72. prepare excise tax returns; 73. prepare income tax returns; 74. prepare tax identification number filings; 75. perform IRS sub-Chapter M testing for 25% diversification (monthly), 50% diversification (monthly), 90% gross income (monthly), 90% income distribution requirement (annually), and 98% excise distribution requirement (annually); Treasury Compliance Services 76. perform oversight review to ensure investment manager compliance with investment policies and limitations; 77. obtain and review investment manager certification on adhering to all investment policies, restrictions and guidelines; 78. monitor SEC diversification with 75% diversification test and Section 12 diversification test; 79. periodically review designated collateral on all fund derivative and delayed delivery positions; Treasury Special Services 80. administer review of securities lending with lending agent(s); 81. ensure periodic review of Funds for opportunities with lending and review of current income levels; 82. establish opportunities with investment manager and brokers for directed commission programs; 83. coordinate new-market registrations with advisors and sub-advisors; 84. monitor line of credit arrangement and payment of commitment fees; 85. maintain Trustee payments and monitor deferred compensation arrangements; 86. provide Trustees and vendors with Form 1099 information; 87. generate expense proformas for new products; 88. negotiate with vendors to ensure new products are brought in at the lowest costs; 89. ensure all aspects of new products are operationally ready. EX-99.(J) 7 dex99j.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit (j) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 45 to the registration statement on Form N-1A ("Registration Statement") of our report dated August 15, 2007, relating to the financial statements and financial highlights which appear in the June 30, 2007 Annual Report to Shareholders of the Natixis Cash Management Trust - Money Market Series (formerly IXIS Cash Management Trust - Money Market Series), the only series of Natixis Cash Management Trust (formerly IXIS Advisor Cash Management Trust), which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Performance" and "Independent Registered Public Accounting Firm" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts August 23, 2007 EX-99.(N)(1) 8 dex99n1.txt RULE 18F-3 PLAN Exhibit (n)(1) IXIS Advisor Cash Management Trust IXIS Advisor Funds Trust I IXIS Advisor Funds Trust II IXIS Advisor Funds Trust III IXIS Advisor Funds Trust IV Loomis Sayles Funds I Loomis Sayles Funds II Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 Effective as of January, 2007 Each series of IXIS Advisor Cash Management Trust, IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, Loomis Sayles Funds I and Loomis Sayles Funds II (each series individually a "Fund" and such Trusts collectively the "Trusts") may from time to time issue one or more of the following classes of shares: Class A shares, Class B shares, Class C shares, Class J shares, Class Y shares, Admin Class shares, Institutional Class shares and Retail Class shares. Shares of each class of a Fund shall represent an equal pro rata interest in such Fund and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class shall have a different designation; (b) each class shall bear any Class Expenses, as defined in below; (c) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class, and shall have exclusive voting rights on any matter submitted to shareholders that relates solely to that class; and (d) each class may have different conversion and exchange rights, as described below. In addition, each class is subject to such investment minimums and other conditions of eligibility as are set forth in the Funds' prospectuses (including statements of additional information) as from time to time in effect. The differences in expenses among these classes of shares, and the conversion and exchange features of each class of shares, are set forth below in this Plan, which is subject to change, to the extent permitted by law and by the Declaration of Trust and By-Laws of each Trust, by action of the Board of Trustees of each Trust. IXIS Advisor Cash Management Trust (the "Money Market Fund") in certain instances is treated differently. In such instances, the treatment is specifically noted. Initial Sales Charge Class A shares are offered at a public offering price that is equal to their net asset value ("NAV") plus a sales charge of up to 5.75% of the public offering price (which maximum may be less for certain Funds, as described in the Funds' prospectuses as from time to time in effect). The sales charges on Class A shares are subject to reduction or waiver as permitted by Rule 22d-1 under the Investment Company Act of 1940 (the "1940 Act") and as described in the Funds' prospectuses as from time to time in effect. Prior to December 1, 2000, Class C shares were offered at a public offering price equal to their NAV, without an initial sales charge. From December 1, 2000 through January 31, 2004, Class C shares were offered at a public offering price that was equal to their net asset value ("NAV") plus a sales charge of 1.00% of the public offering price (which maximum may be less for certain Funds, as was described in the Funds' then effective prospectuses as may have been in effect from time to time). The sales charges on Class C shares were subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Funds' then effective prospectuses as may have been in effect from time to time. On and after February 1, 2004, Class C shares are offered at a public offering price equal to their NAV, without an initial sales charge. Class J shares of the Funds are offered at a public offering price that is equal to their net asset value ("NAV") plus a front end sales charge of up to 3.50% of the public offering price (which maximum may be less for certain Funds, as described in the Fund's prospectus as from time to time in effect). The sales charges on Class J shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Funds' prospectuses as from time to time in effect. Class B, Class C, Class Y, Admin Class, Retail Class and Institutional Class shares are offered at their NAV, without an initial sales charge. Class A shares of the Money Market Fund are offered at their net asset value ("NAV"), without an initial sales charge. Contingent Deferred Sales Charge Purchases of Class A shares of $1 million or more, purchases of Class C shares or purchases by certain retirement plans as described in the Funds prospectuses, that are redeemed within one year from purchase are subject to a contingent deferred sales charge (a "CDSC") of 1% of either the purchase price or the NAV of the shares redeemed, whichever is less. Class A and C shares are not otherwise subject to a CDSC. Class B shares that are redeemed within 6 years from purchase are subject to a CDSC of up to 5% (4% for shares purchased prior to May 1, 1997) of either the purchase price or the NAV of the shares redeemed, whichever is less; such percentage declines the longer the shares are held, as described in the Funds' prospectuses as from time to time in effect. Class B shares purchased with reinvested dividends or capital gain distributions are not subject to a CDSC. The CDSC on Class A, Class B and Class C shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the Funds' prospectuses as from time to time in effect. Class J, Class Y, Admin Class, Institutional Class and Retail Class shares are not subject to any CDSC. 2 Class A, Class B and Class C shares of the Money Market Fund are offered at their net asset value ("NAV"), without a CDSC. Service, Administration and Distribution Fees Class A, Class B, Class C, Class J, Admin Class and Retail Class shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans") for such classes. Class A, Class B, Class C, Class J, Admin Class and Retail Class shares also bear any costs associated with obtaining shareholder approval of any amendments to a 12b-1 Plan. There is no 12b-1 Plan for Class Y or Institutional Class shares. Amounts payable under the 12b-1 Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Fund as from time to time in effect. Class A, Class B, Class C, Retail Class shares each pay, pursuant to the 12b-1 Plans, a service fee of up to .25% per annum of the average daily net assets attributable to such class (which percentage may be less for certain Funds, as described in the Funds' registration statements as from time to time in effect). Class A shares do not pay a distribution fee pursuant to the 12b-1 Plans. Class B and Class C shares pay, pursuant to the 12b-1 Plans, a distribution fee of up to .75% per annum of the average daily net assets attributable to such class of shares. Class J shares pay, pursuant to the 12b-1 Plans, distribution and service fees of up to .75% of the average net assets attributable to Class J shares (which percentage may be less for certain Funds, as described in the Funds' registration statements as from time to time in effect). Admin Class shares pay, pursuant to the 12b-1 Plans, distribution and service fees of up to .25% of the average daily net assets attributable to Admin class shares. In addition, Admin Class shares pay administrative fees to certain financial intermediaries for providing personal service and account maintenance for their customers who hold Admin class shares. These fees are paid on the average daily net assets attributable to Admin Class shares at the annual rate stated in the Funds' registration statements as from time to time in effect. Class A, Class B and Class C shares of the Money Market Fund do not pay any distribution or service fees. Conversion and Exchange Features Class B shares automatically convert to Class A shares of the same Fund eight years after purchase, except that Class B shares purchased through the reinvestment of dividends and other distributions on Class B shares convert to Class A shares at the same time as the shares with respect to which they were purchased are converted. This conversion from Class B shares to Class A shares occurs once per month for all Class B shares that reach their eighth year over the course of that particular month. 3 A Retail Class shareholder of a Fund who accumulates shares with a value greater than or equal to the minimum investment amount for Institutional Class shares of that same Fund may, at the shareholder's option upon written notice to the Trust, convert the shareholder's Retail Class shares of that Fund into Institutional Class shares of the same Fund at NAV, provided that the shareholder would otherwise be eligible to purchase Institutional Class shares of the Fund. An Institutional Class shareholder may, upon written notice to the Trust, convert the shareholder's Institutional Class shares into Retail Class shares of the same Fund at NAV if the investment option or program through which the shareholder invests no longer permits the use of Institutional Class shares in that option or program or if the shareholder is otherwise no longer eligible to participate in Institutional Class shares, provided that the shareholder would otherwise be eligible to purchase Retail Class shares of the Fund. Class A, Class C, Class Y, Class J or Admin Class shares do not convert to any other class of shares. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class A shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class A shares of any other Fund that offers Class A shares without the payment of a sales charge, except that if Class A shares of a Fund are exchanged for shares of a Fund with a higher sales charge, then the difference in sales charges must be paid on the exchange. The holding period for determining any CDSC will include the holding period of the shares exchanged. Class A shares of the Money Market Fund on which no sales charge was previously paid or for which no holding period for purposes of determining the applicable CDSC may be exchanged for Class A shares of any other Funds on the basis of relative net asset value plus the sales charge applicable to initial purchases of Class A shares of the other Fund into which the shareholder is exchanging, and the holding period for purposes of determining the CDSC will commence at the time of the exchange. Class A shares of a Fund acquired in connection with certain deferred compensation plans offered by New England Life Insurance Company ("NELICO") and its affiliates to any of their directors, senior officers, agents or general agents may be exchanged, at the holder's option and with the consent of NELICO, for Class Y shares of the same Fund or for Class Y shares of any other Fund that offers Class Y shares. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class B shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class B shares of any other Fund that offers Class B shares, without the payment of a CDSC. The holding period for determining the CDSC and the conversion to Class A shares will include the holding period of the shares exchanged. Class B shares of any Fund may also be exchanged for Class B shares of the Money Market Fund, without the payment of a CDSC, in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class A shares of a Fund other than the Money Market Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the 4 time of the exchange into the Money Market Fund. If such Money Market Fund shares are exchanged for Class B shares of a Fund other than the Money Market Fund, no CDSC will apply to the exchange, and the holding period for the acquired shares will include the holding period of the shares that were exchanged for the Money Market Fund shares (but not the period during which the Money Market Fund shares were held). Class B shares of the Money Market Fund may be exchanged for Class B shares of any other Fund on the basis of relative net asset value, subject to the CDSC schedule of the Fund acquired. For purposes of computing the CDSC payable upon redemption of shares acquired by such exchange, and the conversion of such shares to Class A shares, the holding period of any other Fund's shares that were exchanged for Class B shares of the Money Market Fund is included, but the holding period of the Class B shares of the Money Market Fund is not included. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class C shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class C shares of any other Fund that offers Class C shares, without payment of a CDSC. The holding period for determining the CDSC will include the holding period of the shares exchanged. Class C shares may also be exchanged for Class C shares of the Money Market Fund without the payment of a CDSC in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class C shares of a Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the time of the exchange into the Money Market Fund. Class C shares of the Money Market Fund may be exchanged for Class C shares of any other Fund on the basis of relative net asset value, subject to the CDSC schedule of the Fund acquired. Class C shares in accounts of a Money Market Fund that were established prior to December 1, 2000 or that had previously been subject to a sales charge or that are established after January 31, 2004, may be exchanged for Class C shares of a Fund without a sales charge. Class C shares in accounts of a Money Market Fund established on or after December 1, 2000 and through January 31, 2004 may have been exchanged into Class C shares of a Fund subject to the Fund's applicable sales charge and CDSC. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class J shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class J shares of any other Fund that offers Class J shares without the payment of a sales charge. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class Y shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, (i) for Class Y shares of any other Fund that offers Class Y shares, (ii) for Institutional Class of any other Fund that offers Institutional Class or (iii) for Class A shares of the Money Market Fund that does not offer Class Y shares or Institutional Class shares to the general public. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Admin Class shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Admin Class shares of any other Fund that offers Admin 5 Class shares without the payment of a sales charge. Admin Class shares may also be exchanged for Class A shares of the Money Market Fund. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Institutional Class shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, (i) for Institutional Class shares of any other Fund that offers Institutional Class shares, (ii) for Class Y shares of any other Fund that offers Class Y shares or (iii) for Class A shares of the Money Market Fund that does not offer Class Y shares or Institutional Class shares to the general public. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Retail Class shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Retail Class shares of any other Fund that offers Retail Class shares without the payment of a sales charge. Retail Class shares may also be exchanged for Class A shares of the Money Market Fund. All exchanges are subject to the eligibility requirements or other restrictions of the Fund to which the shareholder is exchanging. The Funds reserve the right to terminate or limit the exchange privilege of any shareholder deemed to be engaging in market timing activity as defined in the Funds' prospectuses as from time to time in effect. The Funds may terminate or change the exchange privilege at any time upon 60 days' notice to shareholders. Allocation of Income and Expenses Each Class of shares pays the expenses associated with its different distribution and shareholder servicing arrangements ("Account Expenses"). Each class of shares may, at the Trustees' discretion, also pay a different share of other expenses (together with 12b-1 fees and Account Expenses, "Class Expenses"), not including advisory fees or other expenses related to the management of the Trust's assets, if these expenses are actually incurred in a different amount by that class, or if the class receives services of a different kind or to a different degree than other classes. The gross income of each Fund generally shall be allocated to each class on the basis of net assets. To the extent practicable, certain expenses (other than Class Expenses as defined above, which shall be allocated more specifically) shall be subtracted from the gross income on the basis of the net assets of each class of each Fund. These expenses include: . Expenses incurred by a Trust (including, but not limited to, fees of Trustees, insurance and legal counsel) not attributable to a particular Fund or to a particular class of shares of a Fund ("Trust Level Expenses"); and . Expenses incurred by a Fund not attributable to any particular class of the Fund's shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Fund's assets) ("Fund Expenses"). 6 Expenses of a Fund shall be apportioned to each class of shares depending upon the nature of the expense item. Trust Level Expenses and Fund Expenses shall be allocated among the classes of shares based on their relative net assets in relation to the net assets of the relevant Trust. Approved Class Expenses shall be allocated to the particular class to which they are attributable. However, if a Class Expense can no longer be attributed to a class, it will be charged to a Fund for allocation among classes in proportion to the net assets of each such class. Any additional Class Expenses not specifically identified above which are subsequently identified and determined to be properly allocated to one class of shares shall not be so allocated until approved by the Board of Trustees of the Trust in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended (the "Code"). Each Trust reserves the right to utilize any other appropriate method to allocate income and expenses among the classes, including those specified in Rule 18f-3(c)(1), provided that a majority of the Trustees and a majority of the Independent Trustees determine that the method is fair to the shareholders of each class and consistent with the requirements of Rule 18f-3. 7 EX-99.(P)(1) 9 dex99p1.txt CODE OF ETHICS FOR REGISTRANT Exhibit (p)(1) IXIS Advisor Funds Trust I IXIS Advisor Funds Trust II IXIS Advisor Funds Trust III IXIS Advisor Funds Trust IV IXIS Advisor Cash Management Trust AEW Real Estate Income Fund Loomis Sayles Funds I Loomis Sayles Funds II Dated March 10, 2006 CODE OF ETHICS In order to ensure that all acts, practices and courses of business engaged in by personnel of the above-named trusts (the "Trusts"), their advisers, subadvisers and underwriters reflect high standards of conduct and comply with the requirements of Section 17(j) of the Investment Company Act of 1940, as amended (the "1940 Act") and Rule 17j-1 thereunder, the Boards of Trustees of each Trust has determined that the Trust shall adopt this Code of Ethics. It is the fundamental ethical principle of each Trust that actions taken on behalf of a Trust must be in the best interests of such Trust's shareholders. In that regard, it is the policy of each Trust that all Trust personnel, including each Trust's Trustees and Officers; its advisers; sub-advisers and principal underwriter should (1) at all times place the interests of fund shareholders first; (2) conduct all personal securities transactions in a manner that is consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of the individual's position of trust and responsibility; and (3) adhere to the fundamental standard that Trust personnel, advisers, sub-advisers and underwriters should not take inappropriate advantage of their position or engage in any act, practice or course of conduct that would violate this Code of Ethics, the fiduciary duty owed to fund shareholders, or the provisions of Section 17(j) of the 1940 Act and Rule 17j-1 thereunder. Each of the Advisers and the Underwriters, as defined below, imposes reporting and review requirements and restrictions on the personal securities transactions of its personnel. The Trustees have determined that, in addition to the requirements of this Code of Ethics, the standards and reporting and review requirements established by these organizations will be appropriately applied by each Trust to those of its officers and those of its Trustees who are affiliated with these organizations. The provisions of the codes and policies of the Advisers and the Underwriters, as defined below, are incorporated in this Code of Ethics as the provisions applicable to officers, Trustees or advisory persons of the Fund who are officers, partners, directors or employees of these organizations. A violation of any such incorporated code or policy by any officer, Trustees or advisory persons of the Fund who are officers, partners, directors or employees of these organizations covered by that code or policy with respect to personal securities transactions or holdings reports covered herein shall constitute a violation of this Code. 1. Definitions (a) "Access person" means any trustee, officer, general partner or advisory person of a Fund. (b) "Adviser" means each entity that serves as an investment adviser, investment manager or sub-adviser to any Fund. (c) "Advisory person" means (i) any employee of a Fund or of any company in a control relationship to the Fund, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund. (d) "Control" has the same meaning as in Section 2(a)(9) of the 1940 Act. (e) "Covered Fund" means any series of IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and any other open-end investment company or mutual fund under the supervision of the Disinterested Trustees covered by this Code of Ethics. (f) "Covered Security" means a security as defined in section 2(a)(36) of the 1940 Act, except that it does not include: (i) direct obligations of the Government of the United States; (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and shares issued by open-end investment companies registered under the 1940 Act. Covered Security includes shares of closed-end funds (e.g., AEW Real Estate Income Fund) and municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g., GNMA obligations) (g) "Disinterested Trustee" means a Trustee of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. (h) "Fund" or "Funds" means one or more series of IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, AEW Real Estate Income Fund, Loomis Sayles Funds I and Loomis Sayles Funds II. (i) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a Covered Security. (j) "Security held or to be acquired" by a Fund means any Covered Security which, within the most recent 15 days, (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or its Adviser for purchase by the Fund; and (iii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in section (i) and (ii) of this item (j). (k) "Underwriter" means the principal underwriter with respect to IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, AEW Real Estate Income Fund, Loomis Sayles Funds I and Loomis Sayles Funds II (except shares of Class J of Loomis Sayles Investment Grade Bond Fund). 2 2. Exempted Transactions The prohibitions of Section 3 of this Code shall not apply to: (a) Purchases or sales of shares of a money market fund that is a Covered Fund. (b) Purchases or sales effected in any account over which the access person has no direct or indirect influence or control. (c) Purchases or sales which are non-volitional on the part of either the access person or the Fund. (d) Purchases which are part of an automatic dividend reinvestment plan. (e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. 3. Prohibitions (a) No access person shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale: (i) is being considered for purchase or sale by the Fund; or (ii) is being purchased or sold by the Fund. (b) No Access Person shall purchase and sell, or conversely sell and purchase, shares of the same Covered Fund, except shares of a money market fund, within 60 calendar days. For purposes of the preceding restriction, non-volitional trades (e.g., company retirement plan matching contributions) or automatic transactions (e.g., payroll deduction, deferred compensation, retirement plan contributions, systematic withdrawal plans) shall not be considered purchases or sales, as the case may be. However, this restriction does apply to exchanges and re-allocation of assets within an Access Person's retirement or deferred compensation plan account. 4. Reporting (a) Every Access Person shall report to the Fund the information described in Section 4(d) and (e) of this Code with respect to portfolio holdings and transactions in any Covered Security in which such access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Covered Security; provided, however, that an access person shall not be required to make a report with respect to portfolio holdings or transactions effected for any account over which such person does not have any direct or indirect influence or control. (b) Notwithstanding Section 4(a) of this Code, an access person need not make reports where the reports would provide only information that previously has been reported pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940 or pursuant to codes of ethics or policies and procedures with respect to the flow and use of material nonpublic (inside) information adopted by an Adviser or an Underwriter (collectively, "Adviser's or Underwriter's Codes"). Reports which have been filed with an Adviser or Underwriter shall be subject to inspection by appropriate representatives of the Fund, including the President and Secretary of the Fund, and the 3 Adviser and Underwriter shall notify the President and Secretary of the Fund at least annually in writing of any violation of this Code or of an Adviser's or Underwriter's Code. (c) A Disinterested Trustee of the Fund is not required to provide an initial or an annual holdings report, and need only provide a quarterly transaction report if such Trustee, (i) at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a Trustee of the Fund, should have known that, during the 15-day period immediately preceding the date of the transaction by the Trustee, such Covered Security was purchased or sold by the Fund or was being considered by the Fund or its investment adviser for purchase or sale by the Fund or (ii) purchased and sold, or sold and purchased shares of the same Covered Fund, except a money market fund, within 60 calendar days. For purposes of the reporting requirements, non-volitional trades or automatic transactions (e.g., deferred compensation plan contributions, systematic investment or withdrawal plans) shall not be considered purchases or sales, as the case may be. However, this reporting requirement does apply to exchanges and re-allocation of assets within an Access Person's retirement or deferred compensation plan account. (d) Quarterly transaction reports shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information: (i) Any securities accounts opened through a bank or broker-dealer during the reporting period. (ii) The date of any transactions, the title and the number of shares, and the principal amount of each Covered Security or Covered Fund involved; (iii) The nature of the transaction(s) (i.e., purchase, sale or any other type of acquisition or disposition); (iv) The price at which the transaction(s) was effected; (v) The name of the broker, dealer or bank with or through whom the transaction was effected; and (vi) Identification of factors potentially relevant to a conflict of interest analysis, of which the access person is aware, including the existence of any substantial economic relationship between his or her transactions and transactions of or securities held or to be acquired by the Fund. (e) Any such reports may contain a statement that the reports shall not be construed as an admission by the person making such reports that he or she has any direct or indirect beneficial ownership in the security to which the report relates. 5. Sanctions Upon discovering a violation of this Code, the Board of Trustees of the Fund and/or the Adviser or the Underwriter may impose such sanctions as it or they deem appropriate, including, inter alia, a letter of censure or suspension or termination of the relationship to the Fund or of the employment by the Adviser or the Underwriter of the violator. Any material sanctions imposed by an Adviser or an Underwriter with respect to this Code or to an Adviser's or Underwriter's Code shall be annually reported to the Board of Trustees of the Fund. 4 6. Review by Boards of Trustees (a) The Boards of Trustees including a majority of Disinterested Trustees, must approve this code of ethics, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes based upon a determination that the code contains provisions reasonably necessary to prevent access persons from engaging in any prohibited conduct as described in Rule 17j-1(b) under the 1940 Act and before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the Code, the Board of Trustees must receive certification from the Fund, the investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent access persons from violating the investment adviser's or principal underwriters code of ethics. (b) No less frequently than annually, every Fund must furnish to the Fund's Board of Trustees and the Board of Trustees must consider, a written report that: (i) Describes any issues arising under the code of ethics or procedures since the last report to the Board of Trustees, including but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and (ii) Certifies that the Fund has adopted procedures reasonably necessary to prevent access persons from violating the code. 5 EX-99.(P)(2) 10 dex99p2.txt CODE OF ETHICS FOR NATIXIS ADVISORS AND NATIXIS DISTRIBUTORS Exhibit (p)(2) Code of Ethics IXIS Asset Management Advisors, L.P. IXIS Asset Management Distributors, L.P. As Amended June 30, 2006 1 Introduction This is the Code of Ethics ("Code") of IXIS Asset Management Advisors, L.P. ("IAMA") and IXIS Asset Management Distributors, L.P. ("IAMD") (the "Firms"). Statement of General Principles It is the policy of the Firms that no Supervised Person shall engage in any act, practice, or course of conduct that would violate the Code, the fiduciary duty owed by the Firms and its personnel to clients, any applicable federal securities laws including but not limited to certain sections of and rules promulgated under the Investment Advisers Act of 1940 (as amended; the "Advisers Act"), the Employee Retirement Income Security Act of 1974 (as amended; "ERISA"), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17j-1 thereunder. The fundamental position of the Firms is, and has been, that at all times the interests of its Clients are placed first. Accordingly, Supervised Person's personal financial transactions (and in some cases, those of members of their Family/Household) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of the Firms' position of trust and responsibility. It is not intended that the policies in this Code will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made by the Compliance Officer in a manner considered fair and equitable, in all cases with the view of placing the Firms Clients' interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions, and limitations of this Code will not automatically insulate a Supervised Person from scrutiny of, and sanctions for, securities transactions that indicate an abuse of the Firms' fiduciary duty to any of its Clients. Things You Need to Know to Use This Code 1. Terms - Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code. 2. Purpose of the Code - The policies in this Code reflect the Firms' desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these. This Code (i) sets forth standards of conduct expected of Supervised Persons (including compliance with the federal securities laws), (ii) is intended to safeguard material nonpublic information about client transactions, (iii) requires Supervised Persons to refrain from frequent trading of Covered Funds and Covered Securities, and (iv) requires Access Persons to report personal securities transactions, including transactions in shares of certain investment companies managed by the Firms or any affiliate of any of the Firms ("Covered Funds"). A complete list of Covered Funds is maintained by the Compliance Officer and is posted on the Firms' Intranet; a printed list is available upon request from the Compliance Officer. 3. Access Persons - All officers, directors, and employees of the Firms are considered Access Persons, except for any director who is not an officer or employee of the Firms and who meets all of the following conditions: .. He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment 2 company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales; .. He or she does not have access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Covered Fund; and .. He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic. While many officers and employees of the Firms do not have regular access to information regarding the purchase and sale of securities by either Mutual Fund Clients or Separate Account Clients, they may have occasional access to mutual fund or separate account portfolio information that has not been aged 30 days. Therefore, all officers and employees of the Firms have been designated Access Persons. 4. Compliance Department and Compliance Officer - This Code is administered by the Compliance Officer and his designee(s). Any significant issues, concerns, or findings identified by the Compliance Officer are reported to the Firm's Ethics and Supervisory Committee. The Compliance Officer has the authority to grant written waivers of certain provisions of this Code in appropriate instances. However: .. the Firms expect that waivers will be granted only in rare instances; and .. some provisions of the Code are mandated by Securities and Exchange Commission (SEC) rules and cannot be waived. 5. Ethics and Supervisory Committee ("Committee") - The Committee is comprised of certain members of senior management of the Firms, including the President, Chief Operating Officer and Chief Compliance Officer of IAMA. The Committee is charged with ensuring the Code remains reasonably designed to prevent Supervised Persons from engaging in any act, practice, or course of conduct that would violate the fiduciary duty owed to clients or to the Firms, any applicable federal securities laws including but not limited to certain sections of and rules promulgated under the Investment Advisers Act of 1940 (as amended; the "Advisers Act"), the Employee Retirement Income Security Act of 1974 (as amended; "ERISA"), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17j-1 thereunder. The Committee will review the terms and provisions of this Code at least annually and make amendments as necessary. The Committee meets quarterly to review any Code violations identified by the Compliance Officer to (i) make a determination of whether they are indeed violations under the Code; (ii) establish the degree of severity the violation represents; and (iii) if necessary mete out disciplinary actions as described in Section E of this Code. The Compliance Officer will distribute the Code to all Supervised Persons annually and upon any amendment. You are required to acknowledge your receipt and understanding of the Code by submitting a signed Acknowledgement Form to the Compliance Officer annually (see Section F.4. of this Code). 6. Mutual Fund Clients - Includes all investment companies for which IAMA serves as adviser, or for which IAMD is the Distributor. All investment company clients are currently considered Mutual Fund Clients. 7. Separate Account Clients - IAMA markets the investment expertise of its advisory affiliates and other advisory firms to separate account platforms. While IAMA primarily relies on model portfolios 3 provided by affiliates or third party subadvisers to manage client assets, it normally has investment discretion over Separate Account Client portfolios. For purposes of this Code of Ethics, Mutual Fund Clients and Separate Account Clients are collectively referred to as Clients. Specific Requirements of the Code A. General Rules It is improper for Supervised Persons to: . use for his/her own benefit (or the benefit of anyone other than the Clients) information about the trading activity of the Clients or recommendations of the advisers or subadvisers; or . take advantage of investment opportunities that would otherwise be available for the Clients. Also, as a matter of business policy, the Firms require that Supervised Persons adhere to a standard of conduct that: (i) reflects the fiduciary obligations of the Firms, including preventing access to material nonpublic information about clients to Supervised Persons not needing such information to perform their duties; (ii) complies with all securities laws; and (iii) avoids even the appearance that Supervised Persons receive any improper benefit from information about trading activity of Clients, the advisers or subadvisers, or from our relationships with the brokerage and advisory communities. The Firms expect all Supervised Persons to comply with the spirit of the Code, as well as the specific rules contained in the Code. B. Designated Brokerage Requirement Except as described in paragraphs (i)-(v) below, Access Persons who have personal accounts that hold or can hold Covered Securities or shares of Covered Funds in which they have Beneficial Ownership are required to maintain such accounts at one of the following firms: Charles Schwab, Fidelity Investments, or Merrill Lynch (collectively, the "Designated Brokers"). New Access Persons must initiate movement of existing accounts to a Designated Broker within 30 days of being named an Access Person. Exemptions to the Designated Brokerage Requirement: (i) Shares of the IXIS Advisor Funds, Loomis Sayles Funds, and Oakmark Funds purchased directly from the Covered Fund if such shares are held with the fund's transfer agent. (ii) Shares of Covered Funds purchased through one or more of the Firm's retirement plans, including the Firms' 401(k) plan. (iii) Certain accounts in which the Access Person has Beneficial Ownership, including retirement accounts with an Access Person's prior employer, retirement accounts of an Access Person's spouse, and DRIP and ESOP investment programs. 4 (iv) Accounts for which the Access Person has Beneficial Ownership but no investment influence or control may be eligible for an exemption from the Designated Brokerage Requirement. All such exemptions must be approved by the Compliance Officer. (v) Accounts in which an Access Person may have Beneficial Ownership through a member of their Family/Household, which accounts are subject to a code of ethics or similar policy requiring the account be held at an entity other than a Designated Broker. For example, if the spouse of an Access Person is employed by a broker-dealer or registered investment adviser that has adopted a code of ethics that requires the spouse to maintain personal securities accounts at a non-designated broker-dealer (including the employer itself), the Firms will defer to that requirement as to that account so long as the Duplicate Confirmation Notice and Statement Requirement (see Section F.5. of this Code) is satisfied. NOTE: In the occasional instance in which the Compliance Officer grants an exemption from the Designated Brokerage Requirement to any accounts that hold or can hold Covered Securities and/or Covered Funds, the Duplicate Confirmation Notice and Statement Requirement shall apply instead. C. Gifts to or from Brokers, Clients, or Others No Access Person may accept or receive on his or her own behalf, or on behalf of the Firms, any gift or other accommodations from a vendor, broker, securities salesman, client, or prospective client (a "business contact") that might create a conflict of interest or interfere with the impartial discharge of such Access Person's responsibilities to the Firms or the Clients, be construed as an improper attempt to influence the recipient, or place the recipient or the Firms in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the Family/Household of Access Persons. In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts established by the Compliance Officer from time to time (currently $100). These policies are not intended to prohibit normal business entertainment such as meals or tickets to sporting events or the theatre. Please note that business entertainment is different than giving or receiving gifts. If you are unsure whether something is a gift or business entertainment, refer to the Firms Non-Cash Compensation Policy or ask the Compliance Officer. D. Service on the Board or as an Officer of Another Company To avoid conflicts of interest, "inside information" concerns, and other compliance and business issues, the Firms prohibit all Access Persons from serving as officers or members of the board of any other entity, except with the advance written approval of the General Counsel or Compliance Officer. Approval must be obtained through the Compliance Officer, and will ordinarily require consideration by the Ethics and Supervisory Committee. The Firms can deny approval for any reason or without providing a reason. This prohibition does not apply to service as an officer or board member of any parent, subsidiary, or affiliate of the Firms, nor does it apply to non-employee members of the Firms' board (i.e. those board members who are not employees of the Firms). 5 E. Violations and Penalties The Firms expect all Supervised Persons to comply with the spirit of the Code, as well as the specific rules contained in the Code. Any violations must be reported promptly to the Compliance Officer. The Firms treat violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firms (through the Ethics and Supervisory Committee) might take a variety of remedial measures. These may include imposing penalties or fines, cutting your compensation, demoting you, requiring disgorgement of trading gains, imposing a ban on your personal trading, suspending or terminating your employment, or reporting the matter to civil or criminal authorities. Improper trading activity may constitute a violation of this Code. You may also be considered in violation of this Code by failing to promptly report violations to the Compliance Officer, by failing to file required reports in a timely manner, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. You may be considered in violation of this Code even if no harm results from your conduct. If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Compliance Officer. Do not just guess at the answer, since ignorance of the requirements of the Code or the legal regulations underlying the Code will not serve as an excuse for a violation. F. Reporting Requirements -- Applies to All Access Persons One of the more important aspects of complying with this Code is understanding which holdings, transactions, and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your Family/Household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand which holdings, transactions, and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Family/Household, and Beneficial Ownership in the "Definitions" section of this Code. NOTE: All reports specified in this Code must be submitted to the Compliance Department. You must file the reports described below, even if you have no holdings, transactions, or accounts to list in the reports, and whether or not your accounts are held at a Designated Broker or duplicate confirmation statements have been forwarded to the Compliance Department. You can get copies of any forms or reporting procedures from the Compliance Officer, or the Firms' Intranet. 1. Initial Holdings Report. No later than 10 days after you become an Access Person, you must file with the Compliance Officer an Initial Holdings Report. The Initial Holdings Report requires you to list all Covered Securities and Covered Funds in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers, and banks where you maintained an account in which any Covered Funds or Covered Securities were held or could have been held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person. The Initial Holdings Report also requires you to confirm that you have read and understand this Code; that you understand that it applies to you and members of your Family/Household; and that you are considered an Access Person under the Code. 6 NOTE: It is important for new Access Persons to be familiar with the Designated Broker Requirement of this Code; any questions concerning this requirement should be directed to the Compliance Officer. 2. Quarterly Transaction Reports. No later than 15 days after the end of March, June, September, and December each year, you must file with the Compliance Officer a Quarterly Transaction Report. While compliance with this requirement will be monitored, a late report will not be considered a violation of the Code unless it is filed with the Compliance Officer more than 30 days after the end of the quarter. The Quarterly Transaction Report requires you to report all transactions during the most recent calendar quarter in Covered Securities and Covered Funds (including the date of the transaction, the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount), in which you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to report the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition), the price of the security at which the transaction was effected and the name of the broker, dealer or bank with or through which the transaction was effected. The Quarterly Transaction Report also requires you to either confirm or amend your complete list of brokers, dealers, and banks in which you or a member of your Family/Household established an account in which any Covered Funds or Covered Securities were held or could have been held during the quarter for the direct or indirect benefit of you or a member of your Family/Household. 3. Annual Holdings Reports. By January 30 of each year, you must file with the Compliance Officer an Annual Holdings Report as of December 31 of the preceding year. The Annual Holdings Report requires you to list all Covered Securities and Covered Funds (including title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount) in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers, and banks in which you or a member of your Family/Household maintained an account in which any Covered Securities or Covered Funds were held, or could have been held, for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year. The Annual Holdings Report also requires you to confirm that during the prior year, except as otherwise indicated therein, you have complied with all applicable requirements of the Code and have reported all accounts, holdings, and transactions required to be reported under the Code, that you understand that it applies to all members of your Family/Household, and that you understand that you have been designated an Access Person under the Code. 4. Annual Acknowledgement. You must acknowledge your receipt and understanding of the Code (and any amendments), along with the Firms' Statement of Policies and Procedures with Respect to the Flow and Use of Material, Non-Public (Inside) Information by submitting a signed Acknowledgement Form to the Compliance Officer annually. 5. Duplicate Confirmation Notices and Statements. Any Access Person or member of his or her Family/Household that has a securities account (in which Covered Securities or shares of Covered Funds are held, or could be held) with any broker, dealer, or bank that is subject to an exemption from the Designated Broker Requirement under Sections B. (iii), (iv), or (v) of this Code, must direct that 7 broker, dealer, or bank to send, directly to the Compliance Officer, contemporaneous duplicate copies of all transaction confirmation notices and statements relating to that account. NOTE: In certain circumstances Covered Securities may be held in accounts that are exempt from the Designated Brokerage Requirement, but do not have the ability to generate duplicate confirmation notices and statements (i.e. ESOP, DRIP, and 401(k) Plans). In these limited circumstances an Access Person may satisfy his or her reporting requirement by manually completing quarterly transaction reports and submitting a copy of the year-end statements for all such accounts with his or her annual holdings report. G. Transaction Restrictions 1. Initial Public Offerings and Private Placements. Access Persons may not acquire securities in an Initial Public Offering ("IPO") or Private Placement unless prior written approval is obtained from the Compliance Officer, and, in the determination of the Compliance Officer, participation does not present a conflict of interest with any Clients or impede the equitable distribution of the offering to the public. Any request for allocation of an IPO or a Private Placement to an Access Person that is in any way connected with his or her position in the Firms will be denied. Further, the Compliance Officer may deny requests for any reason or without providing a reason. Access Persons must request approval for participation in an IPO or Private Placement by submitting a written request to the Compliance Officer. These requests must include: . A brief description of the Private Placement or IPO opportunity . In the case of a Private Placement, the nature of the employee's participation . A statement as to how and why the opportunity was offered to the Access Person and other factors relevant, from the perspective of the Firms, to the approval decision (e.g. whether participation in the Private Placement or IPO is connected with the Access Person's position with the Firms or will result in any conflicts of interest with Client portfolios.) 2. Short Term Trading of Covered Funds. No Access Person may purchase and sell, or conversely sell and repurchase shares of the same Covered Fund within 60 calendar days. These restrictions apply to purchases and exchanges in all accounts including 401(k)'s. Hardship exceptions may be requested in writing (in advance) from the Compliance Officer. Further, the Compliance Officer may deny requests for any reason or without providing a reason. For example, if Covered Fund A was purchased on January 1/st/, because of the 60 day holding period it could not be sold until March 2/nd/ (61 days later). Non-volitional and automatic trades such as 401(k) contributions (individual and company match), automatic investment, withdrawal and dividend reinvestment plans are exempt from this restriction and will not be considered in determining the 60-day holding period. For example, if an Access Person has established a monthly investment into Covered Fund A that is automatically deducted from his or her paycheck, that investment will not begin or end a 60-day holding period. This same principle applies to regular 401(k) contributions (individual and company match). All volitional purchase and sale transactions (including exchanges) of Covered Funds, in any share class and in any account (i.e., direct account with the Covered Fund, Designated Broker account, 401(k) account, etc.), will be evaluated for purposes of applying the Short Term Trading restriction. 8 For example, if Covered Fund A was purchased by an Access Person in a joint account with his or her spouse on January 1/st/, any sale of Covered Fund A in the Access Person's 401(k) account before March 2/nd/ would violate the Short Term Trading restriction. In applying the 60-day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. Further, if fewer than 60 days have elapsed since a purchase (or sale), no shares may be sold (or purchased) (i.e. not simply the number of shares involved in the earlier transaction). Exchanges between funds will be considered a sale (exchange from account) or purchase (exchange to account) under the Code. NOTE: The 60-day holding period restriction for Covered Funds does not permit sales at a loss. Further, the 60-day holding period does not apply to money market funds whether or not IAMA (or any affiliate) serves as the investment adviser or subadviser. 3. Short Term Trading of Covered Securities. No Access Person may profit from the purchase and sale, or conversely the sale and repurchase of the same or equivalent Covered Security within 60 calendar days. These restrictions apply to purchases and sales in all accounts including 401(k)'s. Hardship exceptions may be requested (in advance) from the Compliance Officer. Further, the Compliance Officer may deny requests for any reason or without providing a reason. An Access Person may sell a Covered Security at a loss or purchase a Covered Security to cover a short position at a loss within 60 calendar days. All other trading restrictions in Section G of this Code continue to apply to transactions resulting in a loss, including blackout period and preclearance requirement. NOTE: In applying the 60-day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. Further, if fewer than 60 days have elapsed since a purchase (or sale), no shares may be sold (or purchased) (i.e. not simply the number of shares involved in the earlier transaction). 4. Futures and Related Options. No Access Person shall use derivatives including futures, options on futures, or options on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the Covered Security. 5. Blackout Period. No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the seven calendar days immediately before or after a calendar day on which any Mutual Fund Client or a Separate Account Client purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Access Person had no actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale for any Mutual Fund Client or Separate Account Client. Note that the total blackout period is 15 days (the day of the Client trade, plus seven days before and seven days after). The blackout period does not apply to Access Person transactions concurrent with Separate Account Client transactions intended merely to rebalance, liquidate, or open accounts for Separate Account Clients where IAMA acts as the adviser, for the following reasons: IAMA primarily relies on model portfolios supplied by investment advisory affiliates and third party investment advisory firms; due to the nature of IAMA's separate account program, a number of these Separate Account Clients may add or 9 withdraw funds, and open or close accounts on a daily basis; the trades generated by these activities are unpredictable; they are not caused by a change in the investment opinion of IAMA or any of its subadvisers; they tend to be small in size with little or no market impact; they are of an administrative nature; and if triggering a blackout period, they would likely have the effect of "blacking out" every security traded by Separate Account Clients of IAMA on every trading day. The blackout period does apply, however, to transactions concurrent with Separate Account Client transactions related to implementation of changes to model portfolios or related to changes in the investment opinion of IAMA or any of its subadvisers. NOTE: All transactions for Access Persons will be compared to transactions executed by IAMA or a subadviser on behalf of Mutual Fund Clients and Separate Account Clients. The fact that the Compliance Officer has precleared a trade does not mean that it is not in violation of the Code. When evaluating a preclearance request, current open orders for Separate Account Clients as well as trades executed on behalf of Separate Account Clients over the previous 7 days are considered. Changes to model portfolios over the subsequent 7 days may create a violation of the blackout period. Due to the nature of IAMA's advisory activity with respect to Mutual Fund Clients it is impossible to be certain that there are no open orders for a particular security when granting preclearance. For example if an Access Person executes a trade in a Covered Security for which he or she has received proper preclearance on January 1/st/, and a subadviser changes a model portfolio which results in trades in the same Covered Security by Separate Account Clients any time before January 8/th/ (the remainder of the 15 day blackout period), it may result in a violation of the Code, if the Access Person had knowledge that the Covered Security was being considered for purchase or sale for any Client account. Trading within the 15-day blackout period is not automatically considered a violation of the Code but is instead subject to the knowledge condition set forth above. The Compliance Officer will monitor personal securities trading activity and if a pattern appears to exist with respect to the trading activity of an Access Person and any Mutual Fund Client and/or Separate Account Client within the 15-day blackout periods, it will be investigated. If it is determined that a violation has occurred, the Firms will generally require any profits from the transactions to be disgorged and donated to charity, and may impose other sanctions as deemed necessary (see Section E of this Code). 6. Preclearance Requirement. Access Persons are required to request and receive preclearance by the Compliance Officer before executing the purchase or sale of Covered Securities. Given the nature of IAMA's current advisory operations, which include oversight of other investment advisers, approving, and in some cases effecting, transactions for Client accounts, IAMA's role as an administrator, and IAMD's role as a distributor and underwriter,, the Firms have incorporated several exemptions to the Preclearance Requirement that you should be familiar with. a. Preclearance. Unless specifically exempted by this Code, no Access Person shall purchase or sell any Covered Security for his or her own account (or the account of any member of his or her Family/Household) without proper preclearance. Trades must be completed on the same day that preclearance is granted. This requirement applies to all trades in Covered Securities. Instruments representing an indirect interest in a Covered Security, such as options and warrants, must also be precleared. b. Exemptions. The preclearance requirement does not apply to the following transactions: . Exempt Transactions (as defined in item 8 of this Section of the Code). 10 . Transactions of 100 shares or less of common or preferred stocks of a class that is publicly traded on a national stock exchange. . Transactions with an aggregate dollar value (excluding commissions) of $10,000 or less. . Transactions in Covered Funds. . Transactions in accounts for which the Access Person has Beneficial Ownership but no investment influence or control and, if applicable, has been granted an exemption from the Designated Brokerage Requirement by the Compliance Officer. c. Process. Access Persons are required to submit a written preclearance request to the Compliance Officer and receive written approval for the transaction before executing a trade for a Covered Security transaction requiring preclearance. Trades in Covered Securities cannot be executed until the Compliance Officer provides specific approval. Preclearance will not be granted at any time when there are open orders relating to the implementation of changes to model portfolios in the same Covered Security for Separate Account Clients. Further, preclearance will not be granted for any trades that would violate the blackout period restriction as it applies to personal transactions effected within 7 days after a Separate Account Client trade. The Firms reserve the right to require any Access Person to preclear exempted transactions at any time and, if requested by the Firms, an Access Person will obtain the approval of the Compliance Officer before buying or selling any security, for such period (which may be indefinite) as the Compliance Officer shall determine. NOTE: Access Persons should keep a copy of all completed preclearance approvals for a period of at least 12 months. You can get copies of any forms or reporting procedures from the Compliance Officer, or the Firms' Intranet. 7. Good Until Canceled and Limit Orders. No Access Person shall place a "good until canceled," "limit", or equivalent order with his/her broker for any Covered Security subject to the preclearance requirement except that an Access Person may utilize a "day order with a limit" so long as the transaction is consistent with provisions of this Code, including the preclearance procedures. All orders must expire at the end of the trading day on which they are precleared unless otherwise extended by the Compliance Officer. 8. Exempt Transactions. The blackout period, short term trading of Covered Securities, and preclearance requirements do not apply to Covered Funds and the following categories of transactions in Covered Securities: . Transactions in any Covered Security guaranteed by the United States Government. . Transactions in common or preferred stocks of a class that is publicly traded and issued by a company with a stock market capitalization of at least $10 billion U.S. (or the equivalent in foreign currency). . Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts. So long as the transactions do not violate Section G.4. of this Code. . Transactions that occur by operation of law or under any other circumstance in which no investment discretion is exercised, and no recommendations are made by the Access Person or any member of their Family/Household. . Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of a Covered Security held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer. 11 . Purchases of a Covered Security pursuant to an automatic investment, withdrawal or dividend reinvestment plan. . Transactions in Exchange Traded Funds ("ETFs"), as well as any related options. NOTE: These transactions are not exempted from the reporting requirements of this Code. H. Compliance Officer Approval The Compliance Officer is charged with responsibility for ensuring that all Access Persons adhere to the reporting requirements of this Code of Ethics and that the review requirements of this Code are performed in a prompt manner. 12 Definitions The following terms have special meanings in this Code of Ethics: .. Access Person .. Beneficial Ownership .. Client .. Compliance Officer .. Covered Fund .. Covered Security .. Designated Broker .. Family/Household .. Initial Public Offering .. Mutual Fund Client .. Private Placement .. Separate Account Client .. Supervised Person The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "Beneficial Ownership") are sometimes used in other contexts, not related to Code of Ethics, where they may have different meanings. For example, "Beneficial Ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC. IMPORTANT: If you have any doubt or question about whether an investment, account, or person is covered by any of these definitions, ask the Compliance Officer. Do not just guess at the answer. Access Person means Access Person as defined in Rule 17j-1 under the 1940 Act and/or Rule 204A-1 of the Advisers Act, as those rules are amended from time to time. The elements of these definitions are outlined on page 2 of this Code. Due to the nature of the Firms' activities and for the purposes of administering this Code, the Firms have designated all their officers and employees as Access Persons. The term "Access Person" under this Code and relating to the Firms normally does not include an employee of a company in a control relationship to the Firms, who is not an employee, officer, or director of any of the Firms, where such company is required to have a Code of Ethics containing provisions reasonably necessary to prevent the Access Person from engaging in any act, practice, or course of business prohibited by Rule 17j-1(a) and such employee is required to report his or her transactions to such company. However, in certain instances a person may be an employee of both the Firms and an affiliated adviser, and may be subject to more than one Code of Ethics. Beneficial Ownership means beneficial ownership as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include: . securities held in a person's own name, or that are held for the person's benefit in nominee, custodial, or "street name" accounts. 13 . securities owned by a member of your Family/Household. . securities owned by or for a partnership, in which the person is a general partner (whether the ownership is under the name of that partner, another partner, the partnership, or through a nominee, custodial, or "street name" account). . securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company, or other manager. . securities in a person's individual retirement account. . securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account. . securities owned by a trust of which the person is either a trustee or a beneficiary. . securities owned by a corporation, partnership, or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity, or through a nominee, custodial, or "street name" account). . securities that are traded on behalf of an investment club of which an Access Person is a club member or in which a member of their Family/Household is a member. The above is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation. Client means any individual, entity, or registered investment company for which IAMA serves as adviser or subadviser, or IAMD serves as distributor. Client information includes information obtained from entities contracted by IAMA as adviser to serve as subadviser for certain Mutual Fund Clients and Separate Account Clients. Compliance Officer currently means Anthony Loureiro, Senior Vice President, Compliance or another person that he has designated to perform the functions of Compliance Officer. For purposes of reviewing the Compliance Officer's own transactions and reports under this Code, the functions of the Compliance Officer are performed by Coleen Downs Dinneen, Senior Vice President, General Counsel, or her designee. Covered Fund means (i) any investment company advised or subadvised (as defined in section 2(a)(20) of the 1940 Act) by IAMA, (ii) mutual funds that are advised by any investment adviser that controls IAMA, is controlled by IAMA or is under common control with IAMA (e.g. Loomis Sayles, Harris Associates, etc.), (iii) mutual funds administered by IAMA, (iv) any investment company distributed by IAMD. For clarification purposes, Covered Funds include, but are not limited to, the IXIS Advisor Funds, the Loomis Sayles Funds, and the Oakmark Funds. NOTE: Covered Funds do not include money market funds whether or not IAMA (or any affiliate) serves as the investment adviser or subadviser. 14 NOTE: A 529 plan invested in underlying mutual funds will not be treated as a Covered Security or as an investment in Covered Funds, so long as the plan is not distributed, advised or subadvised by IAMA, IAMD or any affiliated firm, and your 529 plan investments are not in any portfolios distributed, advised or subadvised by IAMA, IAMD or any affiliated firm. A complete list of Covered Funds may be obtained from the Compliance Officer or on the Firms' Intranet. The Compliance Officer may either add or remove funds from this list if he determines that there is either a heightened risk of access to portfolio information (in the case of funds that would not be considered Covered Funds under this definition), or no access to portfolio information about a fund (for those funds that would otherwise meet the above criteria of a Covered Fund). Covered Security means a covered security as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this means anything that is considered a "security" under the Investment Company Act of 1940, except: . Direct obligations of the U.S. Government. . Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements. . Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds). NOTE: A 529 plan invested in underlying mutual funds will not be treated as a Covered Security or as an investment in Covered Funds, so long as the plan is not distributed, advised or subadvised by IAMA, IAMD or any affiliated firm, and your 529 plan investments are not in any portfolios distributed, advised or subadvised by IAMA, IAMD or any affiliated firm. Security is a very broad term. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities", such as: . Options on securities and currencies. . Investments in all kinds of limited partnerships. . Investments in foreign unit trusts, closed end funds, and foreign mutual funds. . Investments in private investment funds, hedge funds, and investment clubs. If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Compliance Officer. Designated Broker means Charles Schwab, Fidelity Investments, or Merrill Lynch (collectively, the "Designated Brokers"). Family/Household means: . Your spouse or live-in partner who shares your household and combines his or her financial resources in a manner similar to that of married persons (unless he or she does not live in the same household as you and you do not contribute in any way to his or her support). . Your children under the age of 18. . Your children who are 18 or older (if they live in the same household as you or you contribute in any way to their support). 15 . Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, including adoptive relationships. . Any individual for whom you are exercising investment control. NOTE: There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person's support. Second, members of your Family/Household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for Client accounts, and must not be allowed to benefit from that information. Initial Public Offering ("IPO") means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934. Mutual Fund Client includes all investment companies for which IAMA serves as adviser, or for which IAMD is the Distributor. All investment company clients are currently considered Mutual Fund Clients. Private Placement means an offering of a stock or bond that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or Pursuant to Rule 504, 505, or 506 thereunder. Separate Account Client includes all separately managed accounts for which IAMA provides investment advisory services. Although IAMA has the ultimate investment decision-making authority with respect to securities to be purchased or sold, in most cases IAMA generally follows the recommendations implicit in the model portfolios supplied by its subadvisers. While IAMA relies primarily on these model portfolios to manage Client assets, it will retain discretionary authority over Client portfolios. This discretion will be primarily used to execute trades and manage accounts according to specific Client requirements. Supervised Person means any partner, officer, director (or other person occupying a similar station or performing similar functions) or employee of a Firm, or other person who provides investment advice on behalf of IAMA and is subject to the supervision and control of IAMA. All Access Persons are also Supervised Persons. 16 EX-99.(P)(3) 11 dex99p3.txt CODE OF ETHICS FOR REICH & TANG Exhibit (p)(3) CODE OF ETHICS (As Amended January 1, 2007) REICH & TANG ASSET MANAGEMENT, LLC REICH & TANG DISTRIBUTORS, INC. REICH & TANG SERVICES, INC. This is the Code of Ethics (the "Code") of Reich & Tang Asset Management, LLC ("RTAM"), Reich & Tang Distributors, Inc. ("RTD") and Reich & Tang Services, Inc. ("RTS," and together with RTAM and RTD, the "Firm"). Things You Need to Know to Use This Code 1. Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code. 2. To understand what parts of this Code apply to you, you need to know whether you are an Access Person. If you do not know, ask the Chief Compliance Officer. 3. This Code has three sections: Part I Applies to All Personnel, including Access Persons Part II Applies to All Non-Access Persons Part III Applies Only to Access Persons Part IV Definitions 4. There are three Reporting Forms that Access Persons have to fill out under this Code. You can get copies of the Reporting Forms from the Chief Compliance Officer. 5. The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However: . The Firm expects that waivers will be granted only in rare instances, and . Some provisions of the Code that are prescribed by SEC rules cannot be waived. These provisions include, but are not limited to, -1- the requirements that Access Persons file reports and obtain pre-approval of investments in private placements. 6. The management of the Firm and its compliance personnel will review the terms and provisions of this Code at least annually and make amendments as necessary. Any amendments to this Code will be provided to you. 7. You must acknowledge your receipt of this Code (and any amendment thereto) by returning the Form of Acknowledgement attached hereto. PART I Applies to All Personnel A. General Principles RTAM is a fiduciary for its investment advisory and sub-advisory clients. RTD serves as principal underwriter to certain registered investment companies, including certain investment companies for which RTAM also serves as investment adviser or sub-adviser. Because of these relationships, it is generally improper for the Firm or its personnel to . use for their own benefit (or the benefit of anyone other than the client) information about the Firm's trading or recommendations for client accounts; or . take advantage of investment opportunities that would otherwise be available for the Firm's clients. Also, as a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, or from our relationships with our clients or with the brokerage community. The Firm expects all personnel to comply with the spirit of the Code, as well as the specific rules contained in the Code. Any violations must be reported promptly to the Chief Compliance Officer. RTAM enforces a "No Retaliation Policy." As a result, no Firm personnel who in good faith report a violation of this Code (or who, in good faith, report an event that he or she reasonably believes to be a violation of this Code) shall suffer harassment, retaliation, or adverse employment consequences as a result of reporting the violation. Further, any employee who harasses or retaliates against an employee who has reported a violation of this Code is subject to discipline up to and including termination of employment. -2- The Firm treats violations of this Code (including violations of the spirit of this Code) very seriously. If you violate either the letter or the spirit of this Code, the Firm may take disciplinary measures against you, including, without limitation, imposing penalties or fines, reducing your compensation, demoting you, requiring unwinding of the trade, requiring disgorgement of trading gains, suspending or terminating your employment, or any combination of the foregoing. Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code even if no clients are harmed by your conduct. If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer. Please do not guess at the answer. B. Compliance with the Federal Securities Laws More generally, Firm personnel are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include: . the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the rules thereunder; . the Investment Advisers Act of 1940 and the rules thereunder; . the Investment Company Act of 1940 and the rules thereunder; . Title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client non-public information); and . the Bank Secrecy Act, as it applies to mutual funds and investment advisers under the rules of the Department of the Treasury and the Securities and Exchange Commission ("SEC"). -3- C. Gifts to or from Brokers, Clients or Others No personnel may accept or receive on their own behalf or on behalf of the Firm any gift or other accommodation which has a value in excess of a de minimis amount (currently $100) from any vendor, broker, securities salesman, client or prospective client (a "business contact"). The Chief Compliance Officer may, from time to time, issue guidelines as to the type and value of items that would be considered subject to this restriction. This prohibition applies equally to gifts to members of the Family/Household of Firm personnel. No personnel may give on their own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient. These policies are not intended to prohibit normal business entertainment. D. Service on the Board or as an Officer of Another Company To avoid conflicts of interest, inside information and other compliance and business issues, the Firm prohibits all its employees from serving as officers or members of the board of any other company, except with the advance written approval of the Firm. Approval must be obtained through the Chief Compliance Officer, and will ordinarily require consideration by senior officers or the board of the Firm. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm or any not-for-profit, charitable foundation, organization or similar entity. E. Prohibition Against Insider Trading You and the members of your Family/Household are prohibited from engaging in, or helping others engage in, insider trading. Generally, the "insider trading" doctrine under U.S. federal securities laws prohibits any person (including investment advisers) from knowingly or recklessly breaching a duty owed by that person by: . trading while in possession of material, nonpublic information; . communicating ("tipping") such information to others; . recommending the purchase or sale of securities on the basis of such information; or . providing substantial assistance to someone who is engaged in any of the above activities. This means that, if you trade with respect to a particular security or issuer at a time when you know or should know that you are in possession of material nonpublic information about the issuer or security, you (and, by extension, the -4- Firm) may be deemed to have violated the insider trading laws. Information is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or if it could reasonably be expected to affect the price of a company's securities. (Note that the information need not be so important that it would have changed the investor's decision to buy or sell.) Information that should be considered material includes, but is not limited to, changes in dividend policies, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems and significant new products, services or contracts. Material information can also relate to events or circumstances affecting the market for a company's securities such as information that a brokerage house is about to issue a stock recommendation or that a forthcoming newspaper column will contain information that is expected to affect the market price of a security. Information is considered nonpublic until such time as it has been disseminated in a manner making it available to investors generally (e.g., through national business and financial news wire services). Restricted List. If you are presented with the opportunity to learn privileged and confidential information to assist in your analysis of any security, private claim or other instrument, you must clear the receipt of such information (and the signing of any requisite confidentiality letter) prior to obtaining the information (and signing the letter) with the Chief Compliance Officer. If you obtain information about an investment that you believe may be material, nonpublic information, you must immediately notify the Chief Compliance Officer of the information. If the Chief Compliance Officer determines that the information constitutes material, nonpublic information which might expose the Firm or any of its affiliates to liability for "insider trading," the company will be placed on the Restricted List described below. Companies included on the Restricted List must not be discussed with persons outside the Firm without the prior consent of the Chief Compliance Officer. When a company is placed on the Restricted List, no member or employee of the Firm or any of its affiliates (or any member of the Family/Household of such member or employee) may trade in the securities or other instruments of the company, either for their own account or for the account of any of the funds or clients of the Firm, absent authorization from the Chief Compliance Officer, until that company is removed from the Restricted List. In addition, no member or employee of the Firm or any of its affiliates (or any member of the Family/Household of such member or employee) may recommend trading in such company, or otherwise disclose material nonpublic information, to anyone. The Restricted List is a confidential list of companies that is maintained in the possession of the Chief Compliance Officer. Sanctions. Insider trading violations may result in severe sanctions being imposed on the individual(s) involved and on the Firm. These could involve administrative sanctions by the SEC, such as being barred from employment in -5- the securities industry, SEC suits for disgorgement and civil penalties of, in the aggregate, up to three times the profits gained or losses avoided by the trading, private damage suits brought by persons who traded in the market at about the same time as the person who traded on inside information, and criminal prosecution which could result in substantial fines and jail sentences. As noted above, even in the absence of legal action, violation of insider trading prohibitions or failure to comply with this Code may result in termination of your employment and referral to the appropriate authorities. No Fiduciary Duty to Use Inside Information. Although the Firm has a fiduciary relationship with its clients, it has no legal obligation to trade or recommend trading on the basis of information its employees know to be "inside" information. In fact, as noted above, such conduct often violates the federal securities laws. If you have any doubt or uncertainty about whether any particular course of action will give rise to one or more insider trading violations, you should consult with the Chief Compliance Officer. PART II Applies to All Non-Access Persons You and members of your Family/Household are prohibited from trading in a Covered Security if you have actual knowledge that such security is being considered for purchase or sale for a client on a particular trading day. This prohibition does not include the types of transactions listed in section A.1. ("Exceptions") in Part III of this Code. PART III Applies to All Access Persons A. Prohibition on Trading in Covered Securities During the Blackout Period You and members of your Family/Household are prohibited from buying or selling a Covered Security in any account in which you have Beneficial Ownership on any trading day on which trading in that security occurs on behalf of a client account. This prohibition is known as the Blackout Period. 1. Exceptions This prohibition does not apply to the following categories of transactions: . Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership. (For example, the purchase or sale by a Firm-managed hedge fund of a -6- Covered Security would not be subject to this prohibition, even though the portfolio manager of the hedge fund could be deemed to have Beneficial Ownership of such Covered Security.) . Transactions in Reportable Funds. . Transactions in Covered Securities issued or guaranteed by any national government that is a member of the Organization for Economic Cooperation and Development, or any agency or authority thereof. . Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. . Purchases of Covered Securities pursuant to an Automatic Investment Plan. . Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities and received by you (or a member of your Family/Household) from the issuer. . Transactions in Covered Securities that satisfy the De Minimis Test. . A trade satisfies the De Minimis Test if, on a trading day, the number of shares traded in a security for any account in which the Access Person or a member of his or her Family/Household has any Beneficial Ownership (unless exempted by this Code) does not exceed 1% of the average trading volume in the Covered Security over the previous five trading days. All trades in the accounts referred to in the preceding sentence will be aggregated for purposes of applying the De Minimis Test. Violations of the Blackout Period. The Blackout Period represents a fundamental feature of the Firm's Code of Ethics and the Firm's commitment to its fiduciary duties. As a result, violations of the Blackout Period will be taken very seriously and disciplinary actions will be taken in the event of such violations. In determining the type of sanction to impose in response to improper personal trading, the Firm will consider the gravity and materiality of the offense. Other considerations may include whether the employee has engaged in improper trading in the past or has a history of violations of the Firm's compliance policies and procedures. -7- NOTE: The following are not Covered Securities, and, therefore, are not subject to the Blackout Period: direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of registered open-end investment companies (other than Reportable Funds). B. Reporting Requirements One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Family/Household, Beneficial Ownership and Reportable Funds in the "Definitions" section at the end of this Code. You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports. Copies of all reporting forms may be obtained from the Chief Compliance Officer. 1. Initial Holdings Reports. No later than 10 calendar days after you become an Access Person, you must file with the Chief Compliance Officer an Initial Holdings Report. The Initial Holdings Report requires you to list all Covered Securities (including title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount) in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers, investment managers and banks where you maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person. The information contained in the report must be current as of a date no more than 45 calendar days prior to the date you became an Access Person. The Initial Holdings Report also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household, and that you understand that you are an Access Person under the Code. -8- 2. Quarterly Transaction Reports. No later than 30 calendar days after the end of March, June, September and December each year, you must file with the Chief Compliance Officer a Quarterly Transaction Report. The Quarterly Transaction Report requires you to list all transactions during the most recent calendar quarter in Covered Securities (including the date of the transaction, the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount) in which you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to report the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the security at which the transaction was effected and the name of the broker, dealer or bank with or through which the transaction was effected. The Quarterly Transaction Report also requires you to either confirm or amend your complete list of all brokers, dealers, investment managers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household. EXCEPTION: An Access Person need not report transactions effected pursuant to an Automatic Investment Plan. 3. Annual Holdings Reports. By February 14 of each year, you must file with the Chief Compliance Officer an Annual Holdings Report. The Annual Holdings Report requires you to list all Covered Securities (including title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount) in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers, investment managers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year. The Annual Holdings Report also requires you to confirm that you have read and understand this Code and have complied with its requirements, that you understand that it applies to you and members of your Family/Household, and that you understand that you are an Access Person under the Code. 4. Duplicate Confirmation Statements. If you or any member of your Family/Household has a securities account with any broker, dealer or bank, you or your Family/Household member must direct that broker, dealer or bank to send, directly to the Firm's Chief Compliance Officer, contemporaneous -9- duplicate copies of all transaction confirmation statements relating to that account. C. Transaction Restrictions 1. Preclearance. You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, preclearance for that transaction. Preclearance is obtained by first completing the Personal Trade Request Form. (A copy of the Personal Trade Request Form can be obtained from the Chief Compliance Officer.) The Personal Trade Request Form must then be signed and dated by the employee who intends to engage in a personal trade. By signing the form, the employee affirms that the trade is in compliance with the Code and, if such trade is intended to satisfy the De Minimis Test, that the trade satisfies the test, subject to verification from the trading desk that the trade does not exceed 1% of the average daily trading volume for the Covered Security for the immediately preceding five trading days. The Personal Trade Request Form is then submitted to the Chief Compliance Officer for preclearance. If preclearance is obtained, the approval is valid for the day on which it is granted. A trade that satisfies the De Minimis Test will be valid for the day of approval and the immediately following business day. The volume of trading will be based on trading in the five trading days immediately preceding the date of the preclearance request. The Chief Compliance Officer may revoke a preclearance any time after it is granted and before you execute the transaction. Note: The Chief Compliance Officer may deny or revoke preclearance for any reason. Preclearance will not be granted for any Covered Security for which the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security), unless that trade satisfies the De Minimis Test. Neither the Blackout Period nor the De Minimis Test applies to transactions in open-end investment companies, including Reportable Funds. The preclearance requirements do not apply to the following categories of transactions: . Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to pre-clearance, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security). -10- . Transactions in Covered Securities issued or guaranteed by any national government that is a member of the Organization for Economic Cooperation and Development, or any agency or authority thereof. . Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. . Purchases of Covered Securities pursuant to an Automatic Investment Plan. . Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities and received by you (or Family/Household member) from the issuer. NOTE: The following are not Covered Securities and, accordingly, are also not subject to the preclearance requirements: direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of open-end registered investment companies that are not Reportable Funds. 2. Private Placements. Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in a private placement, except with the specific, advance written approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason. 3. Initial Public Offerings. Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in an initial public offering, except with the specific, advance written approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason. 4. Prohibition on Short-Term Trading in Reportable Funds. Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, shares of any Reportable Fund within any period of 30 calendar days. This prohibition applies to shares of Reportable Funds held in 401(k) plan accounts, as well as in other accounts in which you or a -11- member of your Family/Household has Beneficial Ownership. Note that an exchange of shares counts as a sale of shares for purposes of this prohibition. This prohibition does not apply to the following categories of transactions: . Transactions under Automatic Investment Plans, including automatic 401(k) plan investments, and transactions under a Reportable Fund's dividend reinvestment plan. . For example, if you have established an Automatic Investment Plan under which regular monthly investments are automatically made in a Reportable Fund, that investment will not be considered to begin or end a 30 calendar day holding period. . Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. NOTE: In applying the prohibition on short-term trading in Reportable Funds, the Firm may take account of all purchase and sale transactions in a Reportable Fund, even if the transactions were made in different accounts. For example, a purchase of shares of a Reportable Fund in a brokerage account, followed within 30 calendar days by an exchange out of the same Reportable Fund in your 401(k) account, will be treated as a violation. In applying the 30-calendar-day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. (That is, a last-in, first-out analysis will apply.) Also, if fewer than 30 calendar days have elapsed since a purchase (or sale), no shares of that Reportable Fund may be sold (or purchased). That is, a violation will be deemed to have occurred even if the number of shares or the dollar value of the second trade was different from the number of shares or dollar value of the first trade. 5. Prohibition on Short-Term Trading of Covered Securities (Other than Reportable Securities). Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, a Covered Security held by any client (or any closely related security, such as an option or a related convertible or exchangeable security) within any period of 30-calendar days. If any such transactions occur, the Firm will require any profits from the transactions to be disgorged for donation by the Firm to charity. -12- This prohibition does not apply to the following categories of transactions: . Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to this prohibition, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security). . Transactions in Covered Securities issued or guaranteed by any national government that is a member of the Organization for Economic Cooperation and Development, or any agency or authority thereof. . Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. . Purchases of Covered Securities pursuant to an Automatic Investment Plan. . Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities and received by you (or Family/Household member) from the issuer. NOTE: The following are not Covered Securities, and so are not subject to this prohibition: direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of registered open-end investment companies that are not Reportable Funds. 6. Prohibition on Short Sales and Similar Transactions. Neither you nor any member of your Family/Household may purchase a put option or sell a call option, sell short or otherwise take a short position, either directly or through any Beneficial Ownership, in any Covered Security held by any client. PART IV Definitions These terms have special meanings in this Code of Ethics: Access Person Automatic Investment Plan Beneficial Ownership Blackout Period -13- Chief Compliance Officer Covered Security De Minimis Test Family/Household Reportable Fund The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "beneficial ownership") are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, "beneficial ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC. IMPORTANT: If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer. Please do not guess at the answer. Access Person includes each person described in either Rule 204A-1 under the Investment Advisers Act or Rule 17j-1 under the Investment Company Act. If you are an access person, you have been notified by Firm's Chief Compliance Officer. In certain cases, you will be required to complete the affirmation included herein as Form E. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan. Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm) even if you do not share in the profits (e.g., you manage the assets of an unrelated person without receiving compensation). Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include: Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial or "street name" accounts. Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or "street name" account). -14- Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a "blind trust" or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person's Beneficial Ownership. This is because, unless the account is a "blind trust" or similar arrangement, the owner of the account can still communicate with the manager about the account and potentially influence the manager's investment decisions.) Securities in a person's individual retirement account. Securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account. Securities owned by a trust of which the person is a beneficiary. Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or "street name" account). Securities owned by an investment club in which the person participates. This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation. Blackout Period means any trading day on which trading occurs in a Covered Security on behalf of a client account. During a Blackout Period, there is a general prohibition on trading in the same Covered Security by you and members of your Family/Household in any account in which you have Beneficial Ownership, subject to certain exceptions. Chief Compliance Officer means Michael Appleton, or another person that he designates to perform the functions of Chief Compliance Officer when he is not available. For purposes of reviewing the Chief Compliance Officer's own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by an appropriate designee. -15- Covered Security means anything that is considered a "security" under the Investment Company Act of 1940 or the Investment Advisers Act of 1940, except: Direct obligations of the U.S. Government. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements. Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds) other than Reportable Funds. Shares issued by money market funds. This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities," such as: . futures contracts and options on securities, on indexes and on currencies. . investments in all kinds of limited partnerships. . investments in foreign unit trusts and foreign mutual funds. . investments in private investment funds and hedge funds. If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Chief Compliance Officer. The De Minimis Test measures the number of shares traded on a trading day in any personal securities transactions in a Covered Security for any account in which an Access Person or a member of his or her Family/Household has any Beneficial Ownership (unless exempted by the Code) for the purpose of determining whether such trades, in aggregate, exceed 1% of the average trading volume in a Covered Security for the five immediately preceding trading days. Members of your Family/Household include: Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support). Your children (if they live in the same household as you and you contribute in any way to their support). -16- Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships. Comment--There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person's support. Second, members of your household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for client accounts, and must not be allowed to benefit from that information. Reportable Fund means any investment company other than a money market fund that is registered under the Investment Company Act for which the Firm serves as an investment adviser or sub-adviser, or whose investment adviser or sub-adviser or principal underwriter controls the Firm, is controlled by the Firm, or is under common control with the Firm. Comment--Reportable Funds are Covered Securities. Purchases or sales of shares of Reportable Funds by Firm personnel and members of their Family/Household are subject to special scrutiny, including pre-clearance requirements, because of the fiduciary duty that our Firm and its affiliates owe to the investment companies that they advise, sub-advise or distribute. The Chief Compliance Officer maintains a list of the investment companies that are classified as Reportable Funds. Reportable Funds, however, are not subject to the Blackout Period. -17- Acknowledgment I have received the Code of Ethics (the "Code") of Reich & Tang Asset Management, LLC and Reich & Tang Distributors, Inc. (collectively, the "Firm") and have read and understand the Sections applicable to my position with the Firm. I understand that I am responsible for, and I certify that I have, to date, complied and will continue to comply with, the policies and procedures in the Code. I understand that any violation of such policies and procedures may lead to sanctions, including dismissal. - ------------------------------- --------------------- Signature Date - ------------------------------- Printed Name -18- FORM A-INITIAL HOLDINGS REPORT NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN 10 CALENDAR DAYS AFTER BECOMING AN ACCESS PERSON UNDER THE CODE OF ETHICS OF REICH & TANG ASSET MANAGEMENT, LLC AND REICH & TANG DISTRIBUTORS, INC. (the "CODE"). TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE. Name of Access Person: _________________________________________________________ Date I Became an Access Person (the "Reporting Date"): _________________________ Date received by Chief Compliance Officer: _____________________________________ Initial Certification: [ ] I confirm that I have read and understand the Code and have complied with its requirements. I understand that, for purposes of the Code, I am classified as: [X] an Access Person Initial Holdings Report (check ONE of the following two boxes): [ ] Neither I, nor any member of my Family/Household, has Beneficial Ownership of any Covered Securities (including any shares of Reportable Funds). [ ] Attached as APPENDIX A is a complete list of all Covered Securities (including any shares of Reportable Funds) in which I, and/or a member of my Family/Household, had Beneficial Ownership on the Reporting Date. A-1 Accounts with Brokers, Dealers, Investment Managers and/or Banks (check ONE of the following two boxes): [ ] Neither I, nor any member of my Family/Household, had, as of the Reporting Date, any accounts with brokers, dealers, investment managers or banks in which any securities (including securities which are not Covered Securities or Reportable Funds) are held, and with respect to which I, or any member of my Family/Household, has Beneficial Ownership. [ ] All accounts that I, and/or any member of my Family/Household, maintain with brokers, dealers, investment managers or banks in which securities (including securities which are not Covered Securities or Reportable Funds) are held, and with respect to which I, and/or a member of my Family/Household, had Beneficial Ownership as of the Reporting Date are set forth below: Name(s) of Institution(s) Account Number (s) ------------------------- ------------------ All information provided in this Form A is true and complete to the best of my knowledge. I have read the Code, and will keep a copy for future reference. I understand my responsibilities under the Code and agree to comply with all of its terms and conditions. In particular, I understand that the Code applies to me and to all investments in which I have Beneficial Ownership, as well as investments in which members of my Family/Household have Beneficial Ownership. Signed: ----------------------------- Date: ----------------------------- A-2 Appendix A Initial Holdings Report of all Covered Securities (including Reportable Funds) Name of Access Person: _________________________________________________________ Name of Institution (e.g., Schwab, Merrill): ___________________________________ (Include an additional sheet for each Institution) Account Number: ________________________________________________________________ Title/Description of Covered Securities/ Exchange Ticker/CUSIP/ Number of Shares Reportable Funds Interest Rate/Maturity Date (or Principal Amount) -------------------- --------------------------- --------------------- Note: You may attach copies of your quarterly or annual statement(s), as applicable, in lieu of listing each security. Please use additional sheets as needed. A-3 FORM B - QUARTERLY TRANSACTION REPORT NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN 30 CALENDAR DAYS AFTER THE END OF MARCH, JUNE, SEPTEMBER AND DECEMBER OF EACH YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE. Name of Access Person: _________________________________________________________ Reporting Period/Calendar Quarter End Date: ____________________________________ Date received by Chief Compliance Officer: _____________________________________ Transactions Report (check ONE of the following three boxes): [ ] There were no transactions in Covered Securities (including transactions in shares of Reportable Funds) during the most recently completed calendar quarter in which I, or any member of my Family/Household, had Beneficial Ownership. [ ] Attached as APPENDIX B is a complete list of all transactions in Covered Securities (including any transactions in shares of Reportable Funds) during the most recently completed calendar quarter in which I, and/or any member of my Family/Household, had Beneficial Ownership, other than transactions effected pursuant to an Automatic Investment Plan. New Securities Accounts (check ONE of the following two boxes): [ ] Neither I, nor any member of my Family/Household, established any new accounts during the most recent calendar quarter with brokers, dealers, investment managers or banks in which securities (including securities which are not Covered Securities or Reportable Funds) are held, and with respect to which I, and/or any member of my Family/Household, had Beneficial Ownership. [ ] During the most recent calendar quarter, I and/or a member of my Family/Household established the following account(s) with brokers, dealers, investment managers or banks in which securities are held, and with respect to which I, and/or any member of my Family/Household, had Beneficial Ownership: Name(s) of Institution(s) Account Number (s) Date Account Established ------------------------- ------------------ ------------------------ B-1 Gift Disclosure: I received ______ did not receive ______ favors, gifts or gratuities from brokers, dealers, investment bankers or other business-related persons or organizations during the above month. If such items were received, please describe such favors, gifts or gratuities and the circumstances under which such items were received below: DATE Approximate Value (if over $100) Item/Event - ---- -------------------------------- ---------- All information provided in this Form B is true and complete to the best of my knowledge. Signed: ----------------------------- Date: ----------------------------- B-2 Appendix B - Transactions in Covered Securities (including shares of Reportable Funds) During Most Recent Calendar Quarter Name of Access Person: _________________________________________________________ Reporting Period/Calendar Quarter: _____________________________________________ Date received by Chief Compliance Officer: _____________________________________ Name of Institution (e.g., Schwab, Merrill): ___________________________________ (Include an additional sheet for each Institution) Account Number: ________________________________________________________________ Institution Type Rate/ through (e.g., Number Maturity which Transaction purchase, Title of of Principal Date (if transaction Date sale) Securities Shares Amount applicable) Price effected - ----------- --------- ---------- ------ --------- ----------- ----- ----------- Note: You may attach copies of your quarterly or annual statement(s), as applicable, in lieu of listing each security transaction. Please use additional sheets as needed. YOU DON'T HAVE TO LIST TRANSACTIONS IN COVERED SECURITIES OR REPORTABLE FUNDS ON APPENDIX B IF THEY WERE EFFECTED PURSUANT TO AN AUTOMATIC INVESTMENT PLAN. B-3 FORM C - ANNUAL HOLDINGS REPORT NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN FEBRUARY 14 OF EACH YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE. Name of Access Person: _________________________________________________________ Calendar Year Covered by this Report: __________________________________________ Date received by Chief Compliance Officer: _____________________________________ Annual Certification [ ] I confirm that I have read and understand the Code and have complied with its requirements. I understand that, for purposes of the Code, I am classified as: [X] an Access Person Annual Holdings Report (check ONE of the following two boxes): [ ] As of December 31 of the most recently completed calendar year, neither I, nor any member of my Family/Household, had Beneficial Ownership of any Covered Securities (including any shares of Reportable Funds). [ ] Attached as APPENDIX C is a complete list of all Covered Securities (including any shares of Reportable Funds) in which I, and/or any member of my Family/Household, had Beneficial Ownership as of December 31 of the most recently completed calendar year. C-1 Accounts with Brokers, Dealers, Investment Managers and/or Banks (check ONE of the following two boxes): [ ] Neither I, nor any member of my Family/Household, as of December 31 of the most recently completed calendar year, had any accounts with brokers, dealers, investment managers or banks in which any securities (including securities which are not Covered Securities or Reportable Funds) were held and with respect to which I, or a member of my Family/Household, had Beneficial Ownership. [ ] All accounts that I and/or any member of my Family/Household maintained, as of December 31 of the most recently completed calendar year, with brokers, dealers, investment managers or banks in which securities (including securities which are not Covered Securities or Reportable Funds) were held and with respect to which I, and/or any member of my Family/Household, had Beneficial Ownership are listed below: Name(s) of Institution(s) Account Number (s) ------------------------- ------------------ All information provided in this Form C is true and complete to the best of my knowledge. Signed: ----------------------------- Date: ----------------------------- C-2 Appendix C Annual Holdings Report of all Covered Securities (including Reportable Funds) Name of Access Person: _________________________________________________________ Date received by Chief Compliance Officer: _____________________________________ Title/Description of Covered Exchange Ticker/CUSIP Interest Number of Shares Securities/Reportable Funds Rate/Maturity Date (or Principal Amount) - ------------------------------------- ------------------------------------- -------------------------------------
Note: All information should be reported as of December 31 of the most recently completed calendar year. You may attach copies of your annual statement(s), as applicable, in lieu of listing each security. Please use additional sheets as needed. C-3 FORM D - PERSONAL TRADE REQUEST FORM An Access Person must complete this Personal Trade Request Form prior to engaging in any personal securities transactions in a Covered Security for any account in which the Access Person or a member of his or her Family/Household has any Beneficial Ownership (unless exempted by the Code). Investment Information Issuer:_________________________ Equity Investments (please circle): Common Stock Preferred Stock Number of shares:_______________ Debt Investments: Interest rate:__________________ Maturity date:__________________ Transaction Information Transaction Type (please circle): Purchase Sale Short Sale Other Estimated Trade Date:___________ Estimated Price:________________ Broker/Dealer:__________________ Is the proposed investment an IPO? Y N Is the proposed investment a Limited Offering? Y N Number of transactions in Covered Security over the last 30 calendar day period? _____________________________________ Account Information - ------------------- Account Number: Account Name: Name of Institution: D-1 Representation and Signature By executing this Personal Trade Request Form, I represent that the information contained herein is accurate and complete, that my trading in this investment is not based on any material nonpublic information, and that the trade complies with the letter and spirit of the Code of Ethics. I understand that preclearance will only be in effect for the day it is granted (i.e., the date of Compliance Officer's signature), unless the trade satisfies the De Minimis test, in which case preclearance shall be valid for the immediately following business day as well. - -------------------------------------------- Access Person Name (please print) - -------------------------------------------- ----------------------------- Access Person Signature Date ________________________________________________________________________________ ________________________________________________________________________________ Disposition of Request Circle One: Approved Denied - -------------------------------------------- ----------------------------- Compliance Officer Signature Date D-2 FORM E - Affirmation of Status as Non-Access Person By signing below, I affirm that: I do not have access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund. I do not make any recommendations, participate in the determination of which recommendation will be made, or assist others in determining which recommendations will be made in connection with the purchase or sale of Covered Securities. I do not obtain information concerning recommendations made to a Reportable Fund with regard to the purchase or sale of Covered Securities by such fund. Signature: ------------------------- Name: ------------------------- Title: ------------------------- Date: ------------------------- Reportable Fund means any investment company other than a money market fund that is registered under the Investment Company Act for which the Firm serves as an investment adviser or sub-adviser, or whose investment adviser or sub-adviser or principal underwriter controls the Firm, is controlled by the Firm, or is under common control with the Firm. Covered Security means anything that is considered a "security" under the Investment Company Act of 1940 or the Investment Advisers Act of 1940, except: . Direct obligations of the U.S. Government. . Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements. . Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds) other than Reportable Funds. . Shares issued by money market funds. E-1 EX-99.(Q)(3) 12 dex99q3.txt POWERS OF ATTORNEY Exhibit (q)(3) IXIS ADVISOR FUNDS TRUST I IXIS ADVISOR FUNDS TRUST II IXIS ADVISOR FUNDS TRUST III IXIS ADVISOR FUNDS TRUST IV IXIS ADVISOR CASH MANAGEMENT TRUST LOOMIS SAYLES FUNDS I LOOMIS SAYLES FUNDS II POWER OF ATTORNEY I, the undersigned, hereby constitute John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok, each of them singly, our true and lawful attorneys, with full power to them and each of them to sign for us, and in our names in the capacity indicated below, any and all registration statements and any and all amendments thereto to be filed with the Securities and Exchange Commission for the purpose of registering from time to time investment companies of which we are now or hereafter will be a Director or Trustee and to register the shares of such companies and generally to do all such things in our names and on our behalf to enable such registered investment companies to comply with the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and all requirements and regulations of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys and any and all registration statements and amendments thereto. Witness our hands on the 25th day of April, 2007. /s/ Jonathan P. Mason - ---------------------------------- Jonathan P. Mason - Trustee -----END PRIVACY-ENHANCED MESSAGE-----