485BPOS

Registration Nos. 2-68348

811-02819

UNITED STATES

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. 49	x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	¨
Amendment No. 49	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 executive offices) (Zip Code)

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 August 27, 2010 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.

	Class A	Class B	Class C
Natixis Cash Management Trust – Money Market Series	NEMXX	NMBXX	NVCXX

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.

Table of Contents

Fund Summary	1
Natixis Cash Management Trust — Money Market Series	1
Investment Goals, Strategies and Risks	5
More Information About the Funds	5
Natixis Cash Management Trust – Money Market Series	5
Management Team	7
Meet the Fund’s Investment Adviser and Subadviser	7
Fund Services	8
Investing in the Fund	8
It’s Easy to Open an Account	8
Minimum Balance Policy	9
Buying Shares	10
Selling Shares	11
Selling Shares in Writing	12
Exchanging Shares	13
Restrictions on Buying and Selling Shares	13
How Fund Shares Are Priced	14
Dividends and Distributions	15
Tax Consequences	15
Additional Investor Services	16
Financial Performance	17
Glossary of Terms	19

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.

Fund Summary

Natixis Cash Management Trust — Money Market Series

Investment Goal

Natixis Cash Management Trust - Money Market Series (the “Fund”) seeks maximum current income consistent with preservation of capital and liquidity.

Fund Fees & Expenses

The following table describes 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)	Class A		Class B		Class C
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)	None		None		None
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable)	None	1	None	1	None	1
Redemption fees	None		None		None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)	Class A		Class B		Class C
Management fees	0.35	%	0.35	%	0.35	%
Distribution and/or service (12b-1) fees	None		None		None
Other expenses	0.37	%	0.37	%	0.37	%
Total annual fund operating expenses2	0.72	%	0.72	%	0.72	%
Fee waiver and/or expense reimbursement3,4	0.07	%	0.07	%	0.07	%
Total annual fund operating expenses after fee waiver and/or expense reimbursement	0.65	%	0.65	%	0.65	%

Example

This example 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. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, except that the example is based on Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement for the first year and on Total Annual Fund Operating Expenses for the remaining years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	Class A		Class B		Class C
1 year	$	66	$	66	$	66
3 years	$	223	$	223	$	223
5 years	$	394	$	394	$	394
10 years	$	888	$	888	$	888

1 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” in the Prospectus.

2 Total annual fund operating expenses have been restated to exclude certain non-recurring expenses.

1

Fund Summary

3 The Fund’s investment adviser has given a binding contractual undertaking to the Fund to limit the amount of the Fund’s total annual fund operating expenses to 0.65% of the Fund’s average daily net assets for each of Class A, B and C shares exclusive of brokerage expenses, interest expense, taxes and organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through August 31, 2011, and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Fund’s investment adviser will be permitted to recover, on a class by class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 0.65% of the Fund’s average daily net assets for Class A, B and C shares. The Fund will not be obligated to re-pay any such waived/reimbursed fees or expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed.

4 The Fund’s investment adviser has temporarily agreed to waive its management fee and/or reimburse certain expenses (in addition to fees waived and/or expenses reimbursed under the expense limitation agreement) to the extent necessary to maintain a constant net asset value of $1.00 per share. This agreement is voluntary and may be terminated at any time. Total annual fund operating expenses after voluntary waivers/reimbursements were 0.34%, 0.34% and 0.35% for Class A, B and C shares, respectively.

Investments, Risks and Performance

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. Examples of these investments include certificates of deposit, bankers’ acceptances or bank notes, securities issued or guaranteed by the U.S. government, commercial paper, repurchase agreements, other corporate debt obligations and cash. The Fund seeks to maintain a stable $1.00 share price.

The Fund’s subadviser will manage the Fund’s portfolio in compliance with regulatory requirements for money market funds. Among other things, these normally require the Fund to (1) hold investments which are rated in the two highest rating categories or tiers as rated by one or more credit agencies, (2) acquire securities with a remaining maturity of 397 days or less (45 days or less for second-tier securities), (3) maintain a weighted average portfolio maturity of 60 days or less, (4) maintain a maximum 120-day weighted average life to maturity (which limits the ability of the Fund to invest in longer term adjustable-rate securities), and (5) meet daily and weekly liquid asset requirements. The Fund is also diversified, which limits its exposure to any given issuer.

Principal Investment Risks

Credit Risk: An issuer may be unable or unwilling to make payments of principal and interest when due. Credit risk also includes the risk of default. These events could cause the Fund’s share price or yield to fall.

Financial Services Industry Risk: Because it may invest a significant portion of its assets in the obligations of banks and other financial services companies, the Fund is subject to a number of risks generally associated with investments in the financial services industry, such as credit risk, interest rate risk and regulatory developments related to the financial services industry. Changes in government regulation and interest rates can have a substantial negative impact on the financial services industry.

Foreign Investment Risk: The Fund’s investment in foreign securities, including American Depositary Receipts, are subject to foreign currency fluctuations, higher volatility than U.S. securities and limited liquidity. Political, economic and information risks are also associated with foreign securities.

Interest Rate Risk: Changes in interest rates may cause the value of the Fund’s investments to decrease. Generally, the value of fixed-income securities rises when prevailing interest rates fall and falls when interest rates rise. A period of low interest rates may cause the Fund to have a low or negative yield, potentially reducing the value of your investment.

Money Market Fund Risk: An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s investment adviser, subadviser or their affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price or prevent the Fund from having negative yield. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. During periods of actual or anticipated redemption pressures, the Fund may need to increase its holdings of liquid securities, which could also limit the Fund’s returns. The actions of a few large investors in one class of shares of the Fund may have a significant adverse effect on the share prices of all classes of shares of the Fund. Regulations applicable to money market funds restrict the quality and types of investments the Fund may acquire, which tend to limit the Fund’s return. Any additional regulations could further impact the way that the Fund is managed, possibly negatively impacting its return.

2

Fund Summary

Risk/Return Bar Chart and Table

The bar chart and table shown below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year-to-year and by showing 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. Updated performance information and current yield information is available online at www.ga.natixis.com and/or by calling the Fund toll-free at 800-225-5478.

Total Returns for Class A Shares

† The Fund’s total return for Class A shares year-to-date as of June 30, 2010 was 0.00%.

Average Annual Total Returns (for the periods ended December 31, 2009)	1 Year		5 Years		10 Years
Class A	0.36	%	2.90	%	2.56	%
Class B	0.35	%	2.90	%	2.56	%
Class C	0.36	%	2.91	%	2.56	%

Management

Investment Adviser

Natixis Asset Management Advisors, L.P. (“Natixis Advisors”)

Subadviser

Reich & Tang Asset Management, LLC (“Reich & Tang”)

Purchase and Sale of Fund Shares

The following chart shows the investment minimums for various types of accounts:

Type of Account	Minimum Initial Purchase		Minimum Subsequent Purchase
Any account other than those listed below	$	2,500	$	100
For shareholders participating in Natixis Funds’ Investment Builder Program	$	1,000	$	50
For Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA and Keogh plans using the Natixis Funds’ prototype document (direct accounts, not held through intermediary)	$	1,000	$	100
Coverdell Education Savings Accounts	$	500	$	100

3

Fund Summary

The Fund’s shares are available for purchase through your investment dealer, directly from the Fund by writing to the Fund at Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579, by exchange, by wire or through the Automated Clearing House system. The Fund’s shares are redeemable on any business day through your investment dealer, directly from the Fund by writing to the Fund at Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579, by exchange, by wire, through the Automated Clearing House system, by telephone at 800-225-5478 or by the Systematic Withdrawal Plan. Class B shares of the Fund are not currently offered for sale.

Tax Information

Fund distributions are generally taxable to you as ordinary income or capital gain, except for distributions to retirement plans and other investors that qualify for tax-exempt treatment under U.S. federal income tax law generally.

4

Investment Goals, Strategies and Risks

More Information About the Funds

Natixis Cash Management Trust — Money Market Series

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 investors’ capital, the Fund seeks to maintain a stable $1.00 share price. Some of the Fund’s investments may include:

• Certificates of deposit

• Bankers’ acceptances or bank notes

• Securities issued or guaranteed by the U.S. government

• Commercial paper

• Repurchase agreements

• Other corporate debt obligations

• Cash

Reich & Tang will manage the Fund’s portfolio in compliance with regulatory standards 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 one or more credit agencies, with limits on “second-tier” securities to no more than 3% of the Fund’s total assets.

• Maturity — Each of the Fund’s investments has a maturity of 397 days or less (45 days or less for second-tier securities), and the Fund is required to maintain a 60-day weighted average portfolio maturity and a maximum 120-day weighted average life to maturity.

• Liquidity — The Fund will normally maintain at least 10% of its total assets as “daily liquid assets” and at least 30% of its total assets as “weekly liquid assets.”

• 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 within the limits described above 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. The foregoing is only a summary of certain of the rules governing money market funds, and does not purport to fully describe all of the relevant rules.

Principal Investment Risks

The Fund has principal investment strategies that come with inherent risks. The principal risks of investing in the Fund are summarized in the Fund Summary under “Principal Investment Risks.” The Fund does not represent a complete investment program. 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 Fund is subject to credit risk. Credit risk relates to the ability of an issuer of a security, or the counterparty to a contract, to make payments of principal and interest when due and includes the risk of default. A default could cause the Fund’s share price or yield to fall.

Financial Services Industry Risk

Because it may invest a significant portion of its assets in the obligations of banks and other financial services companies, the Fund is subject to a number of risks generally associated with investments in the financial services industry, such as credit risk, interest rate risk and regulatory developments related to the financial services industry. Changes in government regulation and interest rates can have a substantial negative impact on the financial services industry.

5

Investment Goals, Strategies and Risks

Foreign Investment 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. The Fund’s investment in foreign securities may be subject to foreign withholding or other taxes. In that case, the Fund’s yield on those securities would be decreased.

Interest Rate Risk

The Fund is subject to interest rate risk. 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.

Money Market Fund Risk

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s investment adviser, subadviser or their affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price or to prevent the Fund from having negative yield. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. During periods of actual or anticipated redemption pressures, the Fund may need to increase its holdings of liquid securities, which could also limit the Fund’s returns. The actions of a few large investors in one class of shares of the Fund may have a significant adverse effect on the share prices of all classes of shares of the Fund. Regulations applicable to money market funds restrict the quality and types of investments the Fund may acquire, which tend to limit the Fund’s return. Any additional regulations could further impact the way that the Fund is managed, possibly negatively impacting its return.

More About Risk

The Fund has principal investment strategies that come with inherent risks. The following is a list of non-principal risks to which the Fund may be subject because of its investments in various types of securities or engagement in various practices.

Information Risk

The risk that key information about a security is inaccurate or unavailable.

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 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’s valuation of its shares at amortized cost may be higher than the price at which the shares can be sold. In such instances, the Fund may have difficulty maintaining a constant net asset value (“NAV”) of $1.00 per share, and the Board of Trustees may need to consider whether the differences in value are such that redemptions should be suspended and the Fund liquidated.

More Information About Fund Expenses

The amounts disclosed in the Example table on page 1 of this prospectus for Class B and Class C shares of the Fund assume that a CDSC does not apply. See the section “Exchanging Shares.”

6

Management Team

Portfolio Holdings

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the section “Portfolio Holdings Information” in the Fund’s Statement of Information (“SAI”).

A “snapshot” of the Fund’s investments will be found in the Fund’s annual and semiannual reports. In addition, as of the date of this Prospectus, a list of the Fund’s full portfolio holdings, updated monthly after an aging period of at least 30 days, is available on the Fund’s website at www.ga.natixis.com/holdings. These holdings will remain accessible on the website until the Fund files its Form N-CSR or Form N-Q with the Securities and Exchange Commission (the “SEC”) for the period that includes the date of the information. However, beginning on or before October 7, 2010, a list of the Fund’s full portfolio holdings as of the last business day of the previous month will be provided on the fifth business of each month on the Fund’s website at www.ga.natixis.com/holdings. These for holdings will remain accessible on the website for a minimum of six months.

Management Team

Meet the Fund’s Investment Adviser and Subadviser

The Natixis Funds family currently includes 26 mutual funds the (“Natixis Funds”). The Natixis Funds family had combined assets of $31.7 billion as of June 30, 2010. Natixis Funds are distributed through Natixis Distributors, L.P. (the “Distributor”).

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”), which is part of Natixis Global Asset Management, an international asset management group based in Paris, France that is in turn principally owned by Natixis, a French investment banking and financial services firm. Natixis Global Asset Management is principally owned by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. An affiliate of the French Government is an investor in non-voting securities of BPCE and has limited, non-controlling representation on the supervisory board of BPCE as well as the right to convert certain shares into common equity of BPCE at a future time. The registered address of Natixis is 30, avenue Pierre Mendès France, 75013 Paris, France. The registered address of BPCE is 50, avenue Pierre Mendès France, 75013 Paris, France. Natixis US has 15 principal subsidiary or affiliated asset management firms that collectively had over $260.5 billion in assets under management as of June 30, 2010.

The combined advisory and subadvisory fees paid by the Fund for the fiscal year ended June 30, 2010, as a percentage of the Fund’s average daily net assets, were 0.00% (after fee waivers).

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 the 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, 2010, it is the investment manager, adviser or subadviser with respect to assets in excess of $11.5 billion.

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, 2010.

Subadvisory Agreements

The Natixis Funds have received an exemptive order from 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 Natixis Fund can rely on the exemptions described above, a majority of the shareholders of the Natixis Fund must

7

Fund Services

approve reliance by the Natixis Fund on the exemptive order. Shareholders will be notified of any subadviser changes within 90 days of such 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.

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 subjective 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 (“Central Funds”) may lend money to certain affiliated mutual 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 Central Funds, series of the following mutual fund groups may 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 IV, Harris Associates Investment Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Gateway Trust. The advisers and subadvisers to these mutual funds currently include Natixis Advisors, Reich & Tang, Loomis Sayles & Company, L.P., Absolute Asia Asset Management Limited, AEW Capital Management, L.P., AlphaSimplex Group, LLC, BlackRock Investment Management, LLC (“BlackRock”), Gateway Investment Advisers, LLC, Harris Associates L.P., Hansberger Global Investors, Inc., Vaughan Nelson Investment Management, L.P. and Westpeak Global Advisors, L.P. Each of these advisers and subadvisers (except for BlackRock) are subsidiaries of Natixis US and are thus “affiliated persons” under the Investment Company of 1940 (the “1940 Act”) by reason of being under common control by Natixis US. In addition, because the series of mutual fund groups listed above and the Central 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 described above 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. The Fund may also make investments in related investment companies to the extent permitted by SEC regulation.

Fund Services

Investing in the Fund

Choosing a Share Class

The Fund currently offers only Class A and Class C shares to the public. No new accounts may be opened and no additional investments may be made into Class B shares. Class C shares and certain shareholder features may not be available to you if you hold your shares in a street name account. Shareholders in the same classes of another Natixis Fund may 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. The Fund is generally available for purchase in the U.S., Puerto Rico, Guam and the U.S. Virgin Islands. 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. See the chart showing the investment minimums for various types of accounts in the section “Purchase and Sale of Fund Shares.”

8

Fund Services

• The Distributor, at 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 in the section “Purchase and Sale of Fund Shares.” 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 for this purpose and the deduction of the fee generally occur during 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 the Natixis Funds’ prototype document (including 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.

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 may be liquidated rather than assessed a fee, if the account balance falls below such minimum. The valuation of account balances for this purpose 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 (other than those with $1.00 or less), are excepted from the liquidation. The determination of whether to deduct the minimum balance fee or close an account is made at the discretion of the Fund.

Self-Servicing Your Account

Buying or selling shares is easy with the services described below:

Natixis Funds Personal Access Line^®

800-225-5478, press 1

Natixis Funds Website

www.ga.natixis.com

You have access to your account 24 hours a day by calling the Personal Access Line^® from a touch-tone telephone or by visiting us online (certain restrictions may apply). 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 checks;

• order duplicate account statements; and

• obtain tax information.

Please see the following pages for other ways to buy, exchange or sell your shares.

9

Fund Services

Buying Shares

Except to the extent otherwise permitted by the Distributor, the Fund will only accept investments from U.S. citizens with a U.S. address or resident aliens with a U.S. address and a U.S. taxpayer identification number.

	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 investment amount, payable to “Natixis Funds.” Third party, “starter” and credit card convenience checks will not be accepted.	•     Make out a check in U.S. dollars for the investment amount, payable to “Natixis Funds.” Third party, “starter” and credit card convenience checks will not be accepted.
	•     Mail the check with your completed application to Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579, or the overnight address, 330 West 9th Street, Kansas City, MO 64105-1514.	•     Complete the investment slip from an account statement or include a letter specifying the Fund name, class of shares, account number and the registered account name(s).
	•     Shares purchased by check are redeemable although the Fund may withhold payment until the purchase check has cleared. See the section “Selling Restrictions.”	•     Shares purchased by check are redeemable although the Fund may withhold payment until the purchase check has cleared. See the section “Selling Restrictions.”
By Exchange (See the section “Exchanging Shares” for more details.)	•     Call your investment dealer or Natixis Funds at 800-225-5478 or visit www.ga.natixis.com to 1) obtain a current prospectus for the Fund into which you are exchanging and 2) request an exchange.	•     Call your investment dealer or Natixis Funds at 800-225-5478 or visit www.ga.natixis.com to request an exchange.
By Wire	•     Opening an account by wire is not available.	•     Visit www.ga.natixis.com to add shares to your account by wire. Instruct your 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 through ACH, you may add this feature by selecting it on your account application.	•     Call Natixis Funds at 800-225-5478 or visit www.ga.natixis.com to add shares to your account through ACH.
	•     Ask your bank or credit union whether it is a member of the ACH system.	•     If you have not signed up for the ACH system, please call Natixis Funds or visit www.ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required.
		•     Shares purchased through ACH may not be available immediately for redemption. See the section “Selling Restrictions.”

10

Fund Services

	Opening an Account	Adding to an Account
Automatic Investing Through Investment Builder	•    Although you cannot open an account through Investment Builder, you may add this feature by selecting it on your account application. •    Ask your bank or credit union whether it is a member of the ACH system.	•    If you have not signed up for Investment Builder, please call Natixis Funds at 800-225-5478 or visit www.ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required. •    See the section “Additional Investor Services.” •    Shares purchased through ACH may not be available immediately for redemption. See the section “Selling Restrictions.”

Selling Shares

To Sell Some or All of Your Shares

Certain restrictions may apply. Investments made by check, through ACH or Investment Builder may not be available immediately for redemption. See the section “Restrictions on Buying and Selling Shares.” Generally, a transaction fee will be charged for expedited payment of redemption proceeds of $5.50 for wire transfers, $50 for international wire transfers or $20.50 for overnight delivery. These fees are subject to change.

Through Your Investment Dealer	•    Call your investment dealer for information. Dealers may also charge you a processing or service fee in connection with the redemption of Fund shares.
By Mail	•    Write a letter to request a redemption. Specify the name of your Fund, class of shares, account number, the exact registered account name(s), the number of shares or the dollar amount to be redeemed and the method by which you wish to receive your proceeds. Additional materials may be required. See the section “Selling Shares in Writing.”
	•    The request must be signed by all of the owners of the shares and must include the capacity in which they are signing, if appropriate.
	•    Mail your request by regular mail to Natixis Funds, P.O. Box 219579, Kansas City, MO 64121-9579 or by registered, express or certified mail to Natixis Funds, 330 West 9th Street, Kansas City, MO 64105-1514.
	•    Proceeds (less any applicable CDSC) will be delivered by the method chosen in your letter. Proceeds delivered by mail will generally be mailed to you within three business days after the request is received in good order, although it may take longer. See the section “Selling Restrictions.”
By Exchange (See the section “Exchanging Shares” for more details.)	•    Obtain a current prospectus for the fund into which you are exchanging by calling your investment dealer or Natixis Funds at 800-225-5478 or visit www.ga.natixis.com. •    Call Natixis Funds or visit www.ga.natixis.com to request an exchange.
By Wire	•    Complete the “Bank Information” section on your account application.
	•    Call Natixis Funds at 800-225-5478, visit www.ga.natixis.com or indicate in your redemption request letter (see above) that you wish to have your proceeds wired to your bank.
	•    Proceeds (less any applicable CDSC) will generally be wired on the next business day, although it may take longer. See the section “Selling Restrictions.” A wire fee will be deducted from the proceeds. Your bank may charge you a fee to receive the wire. If you have not signed up for banking information on your application, please call Natixis Funds at 800-225-5478 or visit www.ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required.

11

Fund Services

Through ACH	•     Ask your bank or credit union whether it is a member of the ACH system. •     Complete the “Bank Information” section on your account application. •     If you have not signed up for the ACH system on your application, please call Natixis Funds at 800-225-5478 or visit www.ga.natixis.com for a Service Options Form. A medallion signature guarantee may be required. •     Call Natixis Funds or visit www.ga.natixis.com to request an ACH redemption or indicate in your redemption letter that you wish to have your proceeds sent to your bank through ACH. •     Proceeds (less any applicable CDSC) will generally arrive at your bank within three business days, although it may take longer. See the section “Selling Restrictions.”
By Telephone	•     Call Natixis Funds at 800-225-5478 to choose the method you wish to use to redeem your shares. You may receive your proceeds (less any applicable CDSC) by mail, by wire or through ACH (see above), subject to certain restrictions. See the section “Selling Restrictions.”
By Systematic Withdrawal Plan (See the section “Additional Investor Services” for more details.)	•     Call Natixis Funds at 800-225-5478 or your financial representative for more information. •     Because withdrawal payments may have tax consequences, you should consult your tax adviser before establishing such a plan.
By Check (for Class A shares)	•     Select the check writing option on your application and complete the signature card. •     To add this privilege to an existing account, call Natixis Funds at 800-225-5478 or visit www.ga.natixis.com for a Service 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.

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 or bank account 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 medallion 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.

12

Fund Services

Exchanging Shares

In general, you may exchange shares of the 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 NAV of your account, whichever is less), or, once the fund minimum is met, exchanges under the Automatic Exchange Plan must be made for at least $100 (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 U.S. 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 (although shareholders generally will not recognize a taxable gain or loss on a sale of Fund shares if the Fund continuously maintains a $1.00 NAV per share). 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 SAI for more detailed information on exchanging Fund shares.

Exchange Options

Class A shares of the Fund not previously subject to a front-end sales charge or CDSC may exchange into:

• Class A shares of a Natixis Fund, after paying the applicable front-end sales charge and subjecting the new shares to any applicable CDSC.

Class A shares of the Fund previously subject to a front-end sales charge or CDSC may exchange into:

• Class A shares of a Natixis Fund without paying a front-end sales charge or CDSC.

Class A shares of the Fund (including any reinvested dividends) received in exchange for Admin Class shares, Institutional Class shares or Retail Class shares of certain additional mutual funds advised by Loomis, Sayles & Company, L.P., an affiliate of Natixis Advisors (each such fund a “Loomis Sayles Fund”) or any Natixis Fund that offers such shares may only exchange into:

• Admin Class shares, Retail Class shares or Institutional Class shares, as the case may be, of a Loomis Sayles Fund or Natixis Fund that offers such shares (this restriction may be waived by the officers of the applicable Loomis Sayles Fund or Natixis Fund).

Class B shares of the Fund may exchange into:

• Class B shares of a Natixis Fund subject to its CDSC schedule.

Class C shares of the Fund may exchange into:

• Class C shares of a Natixis Fund subject to its CDSC schedule.

If you exchange shares of a Natixis Fund into shares of the 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. If you choose to redeem those Fund shares, a CDSC may apply.

Restrictions on Buying and Selling Shares

Natixis Advisors 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. Please see the SAI for additional information regarding redemption payment policies:

13

Fund Services

Restriction	Situation
The Fund may suspend the right of redemption or postpone payment for more than 7 days:	•     When the New York Stock Exchange (the “NYSE”) is closed (other than a weekend/holiday) as permitted by the SEC. •     During an emergency as permitted by the SEC. •     During any other period permitted by the SEC. •     If the Board of Trustees elects to liquidate the Fund and suspends redemptions in order to allow for an orderly liquidation.
The Fund reserves the right to suspend account services or refuse transaction requests:	•     With a notice of a dispute between registered owners or death of a registered owner. •     With suspicion/evidence of a fraudulent act.
The Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities in lieu of cash or may take up to 7 days to pay a redemption request in order to raise capital:	•     When it is detrimental for the Fund to make cash payments as determined in the sole discretion of the adviser or subadviser.
The Fund may withhold redemption proceeds for 10 days from the purchase date:	•     When redemptions are made within 10 calendar days of purchase by check or ACH to allow the check or ACH transaction to clear.

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. If a shareholder receives a distribution in kind, the shareholder will bear the market risk associated with the distributed securities and may incur brokerage or other charges in converting the securities to cash.

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 NYSE is open for trading. Amortized cost approximates market value of the security. By using amortized cost valuation, the Fund seeks to maintain a constant NAV of $1.00 per share despite minor shifts in the market value of its portfolio securities.

The NAV of Fund shares is determined pursuant to policies and procedures approved by the Fund’s Board of Trustees, as summarized below:

• A share’s NAV is determined at the close of regular trading on the NYSE on the days the NYSE is open for trading. This is normally 4:00 p.m., Eastern time. The Fund’s shares will not be priced on the days on which the NYSE is closed 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 NAV next calculated (plus or minus applicable sales charges as described earlier in the Fund Summary) after your order is received “in good order.”¹

• Requests received by the Fund after the NYSE closes will be processed based upon the NAV determined at the close of regular trading on the next day that the NYSE is open. If the transfer agent receives the order in good order by 4:00 p.m., Eastern time, the shareholder will receive that day’s NAV. Under limited circumstances, the Distributor may enter into contractual agreements pursuant to which orders received by your investment dealer before the Fund determines its NAV and transmitted to the transfer agent prior to market open on the next business day are processed at the NAV determined on the day the order was received by your investment dealer. Please contact

14

Fund Services

your investment dealer to determine whether it has entered into such a contractual agreement. If your investment dealer has not entered into such a contractual agreement, your order will be processed at the NAV next determined after your investment dealer submits the order to the Fund.

1 Please see the “Buying Shares” section which provides additional information regarding who can receive a purchase order.

Generally, during times of substantial economic or market change, it may be difficult to place your order by phone. During these times, you may deliver your order in person to the Distributor or send your order by mail as described in the sections “Buying Shares” and “Selling Shares.”

Dividends and Distributions

The Fund generally distributes all or substantially all of its net investment income (taxable income other than net capital gains) in the form of dividends. The Fund declares dividends for each class daily and pays them monthly. Net investment income accruing on Saturdays, Sundays and other days on which the NYSE is closed is generally declared as a dividend on the immediately following business day. The Fund expects to distribute all or substantially all of its net realized long- and short-term capital gains annually, after applying any available capital loss carryovers. To the extent permitted by law, the Board of Trustees may adopt a different schedule for making distributions as long as payments are made at least annually.

Distributions will automatically be reinvested in shares of the same class of the Fund at NAV, 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 NAV 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.

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

Except where noted, the discussion below addresses only the U.S. federal income tax consequences of an investment in the Fund and does not address any foreign, state or local tax consequences.

The Fund intends to meet all requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), necessary to qualify each year for treatment as a “regulated investment company” and thus does not expect to pay any federal income tax on income and capital gains that are timely distributed to shareholders.

Taxation of Distributions from the Fund. For federal income tax purposes, distributions of investment income are generally taxable to Fund shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions, if any, that are attributable to the excess of net long-term capital gains from the sale of investments the Fund owned for more than one year over net short-term capital losses and that are properly designated by the Fund as capital gain dividends will generally be taxable to a shareholder receiving such distributions as long-term capital gain. Distributions, if any, that are attributable to the excess of net short-term capital gains from the sale of investments that the Fund owned for one year or less over net long-term capital losses will be taxable as ordinary income.

For taxable years beginning before January 1, 2011, long-term capital gain rates applicable to individuals have been temporarily reduced, in general to 15%, with a 0% rate applying to taxpayers in the 10% and 15% brackets. It is currently unclear whether Congress will extend the long-term capital gain rate reduction for taxable years beginning on or after January 1, 2011. The Fund does not expect that any significant portion of its distributions will be taxable to shareholders as long-term capital gain.

Dividends and distributions declared by the Fund in October, November or December of one year and paid in January of the next year generally are taxable in the year in which the distributions are declared, rather than the year in which the distributions are received.

Fund distributions are taxable whether shareholders receive them in cash or in additional shares. Distributions by the Fund to retirement plans and other investors that qualify for tax-exempt treatment under federal income tax laws generally will not be taxable.

15

Fund Services

Sale, Exchange or Redemption of Fund Shares. A redemption, sale or exchange of Fund shares (including an exchange of Fund shares for shares of another Natixis Fund) is a taxable event and may result in the recognition of a gain or loss. Gain or loss, if any, recognized on a redemption, sale, exchange or other disposition of Fund shares generally will be taxed as a long-term capital gain or loss if the shares are capital assets in the shareholder’s hands and the shareholder held the shares for more than one year. As long as the Fund continually maintains a $1.00 NAV per share, shareholders generally will not recognize a taxable gain or loss on a sale of Fund shares.

Taxation of Certain Fund Investments. The Fund’s investments 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. The Fund does not expect that shareholders will be entitled to claim a credit or deduction with respect to such foreign taxes incurred by the Fund.

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 portion 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 to liquidate investments in order to satisfy the distribution requirements applicable to regulated investment companies under the Code.

Backup Withholding. The Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable dividends, redemption proceeds and certain other payments that are paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. The backup withholding tax rate is 28% for amounts paid on or before December 31, 2010. The backup withholding tax rate will be 31% for amounts paid after December 31, 2010.

Please see the SAI for additional information on the federal income tax consequences of an investment in the Fund. You should consult your tax adviser for more information on your own situation, including possible federal, state, local, foreign or other applicable taxes.

Additional Investor Services

Retirement Plans

Natixis Funds offer a range of retirement plans, including Coverdell Education Savings Accounts, IRAs, SEPs 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 NAV without a front-end sales charge or CDSC on the ex dividend 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 or the Money Market 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 the Fund on a regular schedule. Redemptions 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.”

16

Financial Performance

Natixis Funds Personal Access Line^®

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^® to purchase, exchange or redeem shares in any of your existing accounts. Certain restrictions may apply.

Natixis Funds Website

Visit us at www.ga.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.

Financial Performance

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 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, an 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.

17

Financial Performance

For a share outstanding throughout each period.

			Income from Investment Operations:				Less Distributions:								Ratios to Average Net Assets:
	Net asset value, beginning of the period		Net investment income		Total from investment operations(a)		Dividends from net investment income			Net asset value, end of the period		Total return(%)(b)	Net assets, end of the period (000’s)		Gross expenses(%)(c)		Net expenses(%)(c)(d)(e)		Net investment income(%)(c)
Class A
6/30/2010	$	1.00	$	0.0003	$	0.0003	$	(0.0003	)	$	1.00	0.03	$	181,903	0.73		0.34	(f)	0.03
6/30/2009		1.00		0.0146		0.0146		(0.0146	)		1.00	1.47		219,446	0.65	(g)	0.63	(g)	1.47
6/30/2008		1.00		0.0376		0.0376		(0.0376	)		1.00	3.83		219,428	0.68		0.63		3.76
6/30/2007		1.00		0.0469		0.0469		(0.0469	)		1.00	4.79		221,143	0.71		0.67		4.69
6/30/2006		1.00		0.0351		0.0351		(0.0351	)		1.00	3.56		233,270	0.82		0.82		3.45
Class B
6/30/2010		1.00		0.0003		0.0003		(0.0003	)		1.00	0.03		14,438	0.73		0.34	(f)	0.03
6/30/2009		1.00		0.0146		0.0146		(0.0146	)		1.00	1.47		18,668	0.65	(g)	0.63	(g)	1.43
6/30/2008		1.00		0.0376		0.0376		(0.0376	)		1.00	3.83		15,478	0.68		0.63		3.76
6/30/2007		1.00		0.0469		0.0469		(0.0469	)		1.00	4.79		17,127	0.71		0.67		4.69
6/30/2006		1.00		0.0351		0.0351		(0.0351	)		1.00	3.56		20,425	0.82		0.82		3.45
Class C
6/30/2010		1.00		0.0003		0.0003		(0.0003	)		1.00	0.03		10,921	0.72		0.35	(f)	0.03
6/30/2009		1.00		0.0147		0.0147		(0.0147	)		1.00	1.48		17,053	0.63	(g)	0.61	(g)	1.42
6/30/2008		1.00		0.0376		0.0376		(0.0376	)		1.00	3.83		4,549	0.68		0.63		3.76
6/30/2007		1.00		0.0469		0.0469		(0.0469	)		1.00	4.79		1,913	0.71		0.67		4.69
6/30/2006		1.00		0.0351		0.0351		(0.0351	)		1.00	3.56		2,121	0.82		0.82		3.45

a Including net realized and unrealized gain (loss) of less than $0.0001 per share.

b Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. Periods of less than one year, if applicable, are not annualized.

c Computed on an annualized basis for periods less than one year, if applicable.

d Represents expenses net of minimum balance fees deducted from shareholder accounts and retained by the Fund, if applicable.

e The investment adviser and/or administrator agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period. Without this waiver/reimbursement (including the voluntary waiver/reimbursement), if applicable, expenses would have been higher.

f The effect of voluntary fee waiver and/or reimbursement of Fund expenses by the adviser was 0.32%, 0.32% and 0.31% for Class A, B and C, respectively. See Note 5 of Notes to Financial Statements.

g Includes fee/expense recovery of 0.01%, 0.01% and less than 0.01% for Class A, B and C, respectively.

18

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.

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.

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.

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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.

For a free copy of the Fund’s annual or semiannual report or its SAI, to request other information about the Fund, and to make shareholder inquiries generally, contact your financial representative, visit the Fund’s website at www.ga.natixis.com, send an e-mail request to natixisfunds@ga.natixis.com or call the Fund at 800-225-5478.

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 resume separate 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. 20549-1520.

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 the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.

Investment Company Act File No 811-02819 XM51-0910

STATEMENT OF ADDITIONAL INFORMATION

August 27, 2010

NATIXIS CASH MANAGEMENT TRUST

Natixis Cash Management Trust – Money Market Series

Class A (NEMXX), Class B (NMBXX), and Class C (NVCXX)

This Statement of Additional Information (the “Statement”) contains specific information which may be useful to investors but which is not included in the Statutory 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 Summary or Statutory Prospectus of the Fund dated August 27, 2010, 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.ga.natixis.com.

The Fund’s financial statements and accompanying notes that appear in the Fund’s annual report are 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.ga.natixis.com.

XM33-0910

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Table of Contents

THE TRUST	3
INVESTMENT OBJECTIVES AND POLICIES	3
INVESTMENT RESTRICTIONS	6
PORTFOLIO HOLDINGS INFORMATION	7
MANAGEMENT OF THE TRUST	9
OWNERSHIP OF FUND SHARES	16
INVESTMENT ADVISORY AND OTHER SERVICES	16
OTHER ARRANGEMENTS	19
PORTFOLIO TRANSACTIONS	20
DESCRIPTION OF THE TRUST	21
HOW TO BUY SHARES	23
REDEMPTIONS	23
SHAREHOLDER SERVICES	25
NET INCOME, DIVIDENDS AND VALUATION	29
TAXES	31
FINANCIAL STATEMENTS	35
APPENDIX A – DESCRIPTION OF CERTAIN INVESTMENTS	A-1
APPENDIX B — DESCRIPTION OF SECURITIES RATINGS	B-1

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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 (the “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. 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 and no additional investments may be made in Class B shares. 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 “Fund Summary.”

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”), has determined are within (or comparable to) the two highest short-term rating categories and present 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

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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 (“FNMA”)), 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.

In September 2008, the U.S. Treasury Department announced that the government would be taking over the FNMA and The Federal Home Loan Mortgage Corporation (“FHLMC”) and placing the companies in a conservatorship. The companies remain in conservatorship, and the effect that this conservatorship will have on the companies’ debt and equity securities is unclear. Although the U.S. government has recently provided financial support to FNMA and FHLMC, there can be no assurance that it will support these or other government-sponsored enterprises in the future. In addition, any such government support may benefit the holders of only certain classes of an issuer’s securities.

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 Reich & Tang under guidelines approved by the Fund’s Board of Trustees. The Fund may only hold 3% of its total assets in securities rated in the second-tier, and such securities are limited to a remaining maturity of 45 days or less. Furthermore, the Fund must limit its total assets invested in any single issuer of these second-tier securities to no more than one-half of one percent.

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

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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.

The value of some mortgage-backed or asset-backed securities in which the Fund invests may be particularly sensitive to changes in prevailing interest rates, and the ability of the Fund to successfully utilize these instruments may depend in part upon the ability of the Fund's subadviser to forecast interest rates and other economic factors correctly. The risk of non-payment is greater for mortgage-related securities that are backed by mortgage pools that contain “subprime” or “Alt-A” loans (loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans), but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic turndown, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages. The market for mortgage-related securities has recently experienced high volatility and a lack of liquidity. As a result, the value of many of these securities has significantly declined. There can be no assurance that these markets will become more liquid or less volatile, and it is possible that the value of these securities could decline further.

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 (“Central Funds”), may lend money to certain other affiliated mutual 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 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 IV, Harris Associates Investment Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Gateway Trust. The advisers and subadvisers to these mutual funds currently include Natixis Asset Management Advisors, L.P., Reich & Tang, Loomis, Sayles & Company, L.P., Absolute Asia Asset Management Limited, AEW Capital Management, L.P., AlphaSimplex Group, LLC, , BlackRock Investment Management, LLC (“BlackRock”), Gateway Investment Advisers, LLC, Harris Associates L.P., Hansberger Global Investors, Inc., Vaughan Nelson Investment Management, L.P. and Westpeak Global Advisors, L.P. Each of these advisers and subadvisers (except for BlackRock) are subsidiaries of Natixis Global Asset Management, L.P. (“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 Global Asset Management, L.P. In addition, because the series of mutual fund groups listed above and the Central 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

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enforce rights and the expenses involved in attempted enforcement, for example, against a counterparty undergoing financial distress. 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. The Fund may also enter into "tri-party" repurchase agreements where the purchased security is held at a third party custodian approved by the Board of Trustees, rather than the Fund's registered custodian. Such arrangement may involve additional operational and default risks, such as the risk that the Fund may have more difficulty accessing collateral in the event of default.

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.

Other Requirements Applicable to Money Market Funds

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 except for second-tier securities, which will have a remaining maturity of 45 days or less. The dollar-weighted average maturity of the Fund’s portfolio securities will not exceed 60 days at the time of each investment. If the disposition of a portfolio security results in a dollar-weighted average portfolio maturity in excess of 60 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 60 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 (or more than 45 days for second-tier securities) 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 (or more than 45 days for second-tier securities) 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 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.

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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) 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 5% 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 Board of Trustees has adopted policies to limit the disclosure of confidential portfolio holdings information and to ensure equal access to such information, except in certain circumstances as approved by the Board of Trustees. Generally, full portfolio holdings information will not be disclosed until it is first posted on the Fund’s website. As of the date of this Statement, a list of the Fund’s full portfolio holdings, which is generally updated monthly after an aging period of at least 30 days, is available on the Fund’s website at www.ga.natixis.com/holdings. However, beginning on or before October 7, 2010, full portfolio holdings information as of the last business day of the previous month will be provided on the fifth business day of each month on the Fund’s website at www.ga.natixis.com/holdings. These holdings will remain accessible on the website for a minimum of six months. Any holdings information that is released must clearly indicate the date of the information, and

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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 6 days after month end) and FactSet (daily disclosure of full portfolio holdings, provided the next business day);

(3) Disclosure to SG Constellation, as part of the Class B Share Financing Program and subject to an agreement to protect the confidentiality and limit the use of the information except for the purpose provided (full portfolio holdings provided weekly);

(4) 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

(5) 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 (5) 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 entities that receive information pursuant to this exception are GCom2 (quarterly, or more frequently as needed, disclosure of full portfolio holdings) for the purpose of performing certain functions related to the production of the Fund’s semiannual financial statements, quarterly Form N-Q filing and other related items and Investor Analytics LLC (monthly disclosure of full portfolio holdings) in connection with periodic “stress testing” of the Fund’s portfolio. Although the Trust may enter into written confidentiality agreements, in other circumstances, such as those described in (4) above, the obligation to keep information confidential may be based on common law, professional or statutory duties of confidentiality. Common law, professional or statutory duties of confidentiality, including the duty not to trade on the information, may not be as clearly delineated and may be more difficult to enforce than contractual duties. The Fund’s officers determine on a case by case basis whether it is appropriate for the Fund to rely on such common law, professional or statutory duties. The Fund’s Board of Trustees exercises oversight of the disclosure of the Fund’s portfolio holdings by reviewing, on a periodic 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 subadvised 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 or subadviser or by any affiliated person of the adviser or subadviser.

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MANAGEMENT OF THE TRUST

The Trust is governed by a Board of Trustees, which is responsible for generally overseeing the conduct of Fund business. The trustees meet periodically throughout the year to oversee the 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,” as defined in the 1940 Act, of the Trust. The following table provides information about the members of the Board of Trustees of the Trust, including information about their principal occupations during the past five years, information about other directorships held at public companies, and a summary of the experience, qualifications, attributes or skills that led to the conclusion that the trustee should serve as such. Unless otherwise indicated, the address of all persons below is 399 Boylston Street, Boston, MA 02116.

Name and Year of Birth	Position(s) Held with the Trust, Length of Time Served and Term of Office*	Principal Occupation(s) During Past 5 Years**	Number of Portfolios in Fund Complex Overseen*** and Other Directorships Held During Past 5 Years	Experience, Qualifications, Attributes, Skills for Board Membership
INDEPENDENT TRUSTEES
Graham T. Allison, Jr. (1940)	Trustee from 1984 to 1993 and since 1995 Contract Review and Governance Committee Member	Douglas Dillon Professor and Director of the Belfer Center for Science and International Affairs, John F. Kennedy School of Government, Harvard University	42 Director, Taubman Centers, Inc. (real estate investment trust)	Significant experience on Board of Trustees of the Trust and/or other business organizations; government experience (including as Assistant Secretary of Defense under President Clinton); academic experience
Edward A. Benjamin (1938)	Trustee since 2003 Chairman of the Contract Review and Governance Committee	Retired	42 Formerly, Director, Precision Optics Corporation (optics manufacturer)	Significant experience on Board of Trustees of the Trust and/or other business organizations; significant experience providing legal counsel to boards, funds, advisers and other financial institutions (former partner at Ropes & Gray LLP)

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Name and Year of Birth	Position(s) Held with the Trust, Length of Time Served and Term of Office*	Principal Occupation(s) During Past 5 Years**	Number of Portfolios in Fund Complex Overseen*** and Other Directorships Held During Past 5 Years	Experience, Qualifications, Attributes, Skills for Board Membership
Daniel M. Cain (1945)	Trustee since 1996 Chairman of the Audit Committee	Chairman, (formerly, President and Chief Executive Officer) of Cain Brothers & Company, Incorporated (investment banking)	42 Director, Sheridan Healthcare Inc. (physician practice management)	Significant experience on Board of Trustees of the Trust and/or other business organizations; experience in the financial industry, including roles as chairman and former chief executive officer of an investment banking firm
Kenneth A. Drucker (1945)	Trustee since 2008 Audit Committee Member	Formerly, Vice President and Treasurer, Sequa Corp. (aerospace, automotive and metal manufacturing)	42 Formerly, Director, M Fund, Inc. (investment company); Director, Gateway Trust (investment company)	Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience including as treasurer of a corporation
Wendell J. Knox (1948)	Trustee since 2009 Contract Review and Governance Committee Member	Director (formerly, President and Chief Executive Officer) of Abt Associates Inc. (research and consulting)	42 Director, Eastern Bank (commercial bank); Director, The Hanover Insurance Group (property & casualty insurance)	Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience including roles as president and chief executive officer of a consulting company
Sandra O. Moose (1942)	Chairperson of the Board since November 2005 Trustee since 1982 Ex officio member of the Audit Committee and Contract Review and Governance Committee	President, Strategic Advisory Services (management consulting); formerly, Senior Vice President and Director, The Boston Consulting Group, Inc. (management consulting)	42 Director, Verizon Communications; Director, AES Corporation (international power company); Formerly, Director, Rohm and Haas Company (specialty chemicals)	Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience at a management consulting company
Erik R. Sirri (1958)****	Trustee since 2009 Contract Review and Governance Committee Member	Professor of Finance at Babson College; formerly, Director of the Division of Trading and Markets at the Securities and Exchange Commission	42 None	Experience as Director of the Division of Trading and Markets at the Securities and Exchange Commission; academic experience and training as an economist

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Name and Year of Birth	Position(s) Held with the Trust, Length of Time Served and Term of Office*	Principal Occupation(s) During Past 5 Years**	Number of Portfolios in Fund Complex Overseen*** and Other Directorships Held During Past 5 Years	Experience, Qualifications, Attributes, Skills for Board Membership
Peter J. Smail (1952)****	Trustee since 2009 Contract Review and Governance Committee Member	Retired; formerly, President and Chief Executive Officer of Pyramis Global Advisors (investment management)	42 None	Mutual fund industry and executive experience, including roles as president and chief executive officer for an investment adviser
Cynthia L. Walker (1956)	Trustee since 2005 Audit Committee Member	Deputy Dean for Finance and Administration, Yale University School of Medicine; formerly, Executive Dean for Administration Harvard Medical School and formerly, Dean of Finance and Chief Financial Officer, Harvard Medical School	42 None	Significant experience on Board of Trustees of the Trust and/or other business organizations; executive experience in a variety of academic organizations, including roles as dean for finance and administration
INTERESTED TRUSTEES
Robert J. Blanding1 (1947) 555 California Street San Francisco, CA 94104	Trustee since 2003	President, Chairman, Director, and Chief Executive Officer, Loomis, Sayles & Company, L.P.	42 None	Significant experience on Board of Trustees of the Trust; continuing service as president, chairman, and chief executive officer of Loomis, Sayles & Company, L.P.
John T. Hailer2 (1960)	Trustee since 2000	President and Chief Executive Officer-U.S. and Asia, Natixis Global Asset Management, L.P.; formerly, President and Chief Executive Officer, Natixis Distribution Corporation, Natixis Asset Management Advisors, L.P., Natixis Distributors, L.P. and Natixis Global Associates, Inc.	42 None	Significant experience on Board of Trustees of the Trust; continuing experience as Chief Executive Officer of Natixis Global Asset Management, L.P.

* Each trustee serves until retirement, resignation or removal from the Board of Trustees. The current retirement age is 72; however, the trustees have designated 2010 as a transition period so that any trustees who are currently age 72 or older or who reach age 72 during the remainder of 2010 will not be required to retire until the end of calendar year 2011. The position of Chairperson of the Board is appointed for a two-year term. Ms. Moose was appointed to serve an additional two year term as the Chairperson of the Board of Trustees on November 20, 2009.

** Each person listed above, except as noted, holds the same position(s) with Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Gateway Trust and the Trust (collectively, the “Natixis Funds Trusts”), Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Loomis Sayles Funds Trusts”), and Hansberger International Series. Previous positions during the past five years with

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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 includes all series of the Natixis Funds Trusts, the Loomis Sayles Funds Trusts and Hansberger International Series (collectively, the “Fund Complex”).

**** Mr. Sirri and Mr. Smail were appointed as trustees effective December 1, 2009.

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 position with an affiliated person of the Trust: President and Chief Executive Officer- U.S. and Asia, of Natixis Global Asset Management, L.P.

Name and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years**
OFFICERS OF THE TRUST
Coleen Downs Dinneen (1960)	Secretary, Clerk and Chief Legal Officer	Since September 2004	Executive Vice President, General Counsel, Secretary and Clerk (formerly, Senior Vice President, Deputy General Counsel, Assistant Secretary and Clerk), Natixis Distribution Corporation, Natixis Distributors, L.P. and Natixis Asset Management Advisors, L.P.
David L. Giunta (1965)	President and Chief Executive Officer	Since March 2008	President and Chief Executive Officer, Natixis Asset Management Advisors, L.P., Natixis Distributors, L.P. and Natixis Distribution Corporation; formerly, President, Fidelity Charitable Gift Fund; and formerly, Senior Vice President, Fidelity Brokerage Company.
Russell L. Kane (1969)	Chief Compliance Officer, Assistant Secretary and Anti-Money Laundering Officer	Chief Compliance Officer since May 2006; Assistant Secretary since June 2004; Anti-Money Laundering Officer since April 2007	Chief Compliance Officer for Mutual Funds, Senior Vice President, Deputy General Counsel, Assistant Secretary and Assistant Clerk, Natixis Distribution Corporation, Natixis Distributors, L.P. and Natixis Asset Management Advisors, L.P.
Michael C. Kardok (1959)	Treasurer, Principal Financial and Accounting Officer	Since October 2004	Senior Vice President, Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P.

* Each officer of the 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 holds the same position(s) with the Fund Complex. Previous positions during the past five years with the Distributor or Natixis Advisors are omitted, if not materially different from a trustee's or officer's current position with such entity.

Leadership and Structure of the Board

The Board of Trustees is led by the Chairperson of the Board, who is an Independent Trustee. The Board of Trustees currently consists of eleven trustees, nine of whom are Independent Trustees. The trustees have delegated significant oversight authority to the two standing committees of the Trust, the Audit Committee and Contract Review and Governance Committee, both of which consist solely of Independent Trustees. These committees meet separately and at times jointly, with the joint meetings intended to educate and involve all Independent Trustees in significant committee-level topics. As well as handling matters directly, the committees raise matters to the Board of Trustees for consideration. In addition to the

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oversight performed by the committees and the Board of Trustees, the Chairperson of the Board and the chairpersons of each committee interact frequently with management regarding topics to be considered at Board and committee meetings as well as items arising between meetings. At least once a year the Board of Trustees reviews its governance structure. The Board of Trustees believes its leadership structure is appropriate and effective in that it allows for oversight at the committee or board level, as the case may be, while facilitating communications among the trustees and between the Board and Fund management.

The Contract Review and Governance Committee of the Trust 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, 2010, this committee held five meetings. The Contract Review and Governance Committee also makes nominations for Independent Trustee membership on the Board of Trustees when necessary and considers recommendations from shareholders of the Funds that are submitted in accordance with the procedures by which shareholders may communicate with the Board of Trustees. Pursuant to those procedures, shareholders must submit a recommendation for nomination in a signed writing addressed to the attention of the Board of Trustees, c/o Secretary of the Fund, Natixis Asset Management Advisors, L.P., 399 Boylston Street, 12^th Floor, Boston, MA 02116. This written communication must (i) be signed by the shareholder, (ii) include the name and address of the shareholder, (iii) identify the Fund(s) to which the communication relates, and (iv) identify the account number, class and number of shares held by the shareholder as of a recent date or the intermediary through which the shares are held. The recommendation must be received in a timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to the Fund). A recommendation for trustee nomination shall be kept on file and considered by the Board for six (6) months from the date of receipt, after which the recommendation shall be considered stale and discarded. The recommendation must contain sufficient background information concerning the trustee candidate to enable a proper judgment to be made as to the candidate’s qualifications.

The Contract Review and Governance Committee has not established specific, minimum qualifications that must be met by an individual to be recommended for nomination as an Independent Trustee. When identifying an individual to potentially fill a vacancy on the Fund’s Board, the Contract Review and Governance Committee may seek referrals from a variety of sources, including current trustees, management of the Fund, Fund counsel, and counsel to the trustees, as well as shareholders of the Fund in accordance with the procedures described above. In evaluating candidates for a position on the Board, the Contract Review and Governance Committee may consider a variety of factors, including (i) the nominee’s knowledge of the mutual fund industry; (ii) any experience possessed by the nominee as a director or senior officer of a financial services company or a public company; (iii) the nominee’s educational background; (iv) the nominee’s reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the nominee, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; (vi) the nominee’s perceived ability to contribute to the ongoing functions of the Board, including the nominee’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the nominee’s ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) such other factors as the Committee may request in light of the existing composition of the Board and any anticipated vacancies or other transitions.

The Audit Committee of the Trust consists solely of Independent Trustees and considers matters relating to the scope and results of the Trust’s audits and serves as a forum in which the independent registered public accounting firm can raise any issues or problems identified in an audit with the Board of Trustees. This Committee also reviews and monitors compliance with stated investment objectives and policies, SEC regulations as well as operational issues relating to the transfer agent, administrator, sub-administrator and custodian. In addition, the Audit Committee implements procedures for receipt, retention and treatment of complaints received by the Fund regarding its accounting and internal accounting controls and the confidential, anonymous submission by officers of the Fund or employees of certain service providers of concerns related to such matters. During the fiscal year ended June 30, 2010, this Committee held four 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
Kenneth A. Drucker	Graham T. Allison, Jr.
Cynthia L. Walker	Wendell J. Knox
	Erik R. Sirri
	Peter J. Smail

As chairperson of the Board of Trustees, Ms. Moose is an ex-officio member of both Committees.

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Board’s Role in Risk Oversight of the Funds

The Board’s role is one of oversight of the practices and processes of the Fund and its service providers, rather than active management of the Trust, including in matters relating to risk management. The Board seeks to understand the key risks facing the Fund, including those involving conflicts of interest; how Fund management identifies and monitors these risks on an ongoing basis; how Fund management develops and implements controls to mitigate these risks; and how Fund management tests the effectiveness of those controls.

Periodically, Fund officers provide the full Board with an overview of the enterprise risk assessment program in place at Natixis Advisors and the Distributor, which serve as the administrator of and principal underwriter to the Fund, respectively. Fund officers on a quarterly and annual basis also provide the Board (or one of its standing committees) with written and oral reports on regulatory and compliance matters, operational and service provider matters, organizational developments, product proposals, Fund and internal audit results, and insurance and fidelity bond coverage, along with a discussion of the risks and controls associated with these matters, and periodically make presentations to management on risk issues and industry best practices. Fund service providers, including advisers, sub-advisers, transfer agents and the custodian, periodically provide Fund management and/or the Board with information about their risk assessment programs and/or the risks arising out of their activities. The scope and frequency of these reports vary. Fund officers also communicate with the trustees between meetings regarding material exceptions and other items germane to the Board’s risk oversight function.

Pursuant to Rule 38a-1 under the Investment Company Act of 1940, the Board has appointed a Chief Compliance Officer (“CCO”) who is responsible for administering the Fund’s compliance program, including monitoring and enforcing compliance by the Fund and its service providers with the federal securities laws. The CCO has an active role in daily Fund operations and maintains a working relationship with all relevant advisory, compliance, operations and administration personnel for the Fund’s service providers. On at least a quarterly basis, the CCO reports to the Independent Trustees on significant compliance program developments, including material compliance matters, and on an annual basis, the CCO provides the full Board with a written report that summarizes his review and assessment of the adequacy of the compliance programs of the Fund and its service providers. The CCO also periodically communicates with the Audit Committee members between its scheduled meetings.

Fund Securities Owned by the Trustees

As of December 31, 2009, the trustees had the following ownership in the Fund:

Name of Trustee	Dollar Range of Equity Securities in the Fund*	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies*
INDEPENDENT TRUSTEES
Graham T. Allison Jr.**	A	E
Edward Benjamin**	A	E
Daniel M. Cain**	A	E
Kenneth A. Drucker**	A	E
Wendell J. Knox	A	D
Sandra O. Moose	A	E
Erik R. Sirri***	A	B
Peter J. Smail***	A	A
Cynthia L. Walker**	A	E
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. Sirri and Mr. Smail were appointed trustees effective December 1, 2009

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Trustee Fees

The Trust pays no compensation to its officers or Interested Trustees.

The Chairperson of the Board receives a retainer fee at the annual rate of $250,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Each Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $80,000. Each Independent Trustee also receives a meeting attendance fee of $10,000 for each meeting of the Board of Trustees that he or she attends in person and $5,000 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each committee chairman receives an additional retainer fee at the annual rate of $15,000. Each Contract Review and Governance Committee member is compensated $6,000 for each Committee meeting that he or she attends in person and $3,000 for each Committee meeting that he or she attends telephonically. Each Audit Committee member is compensated $7,500 for each Committee meeting that he or she attends in person and $3,750 for each meeting he or she attends telephonically. Each member of the ad hoc Committee on Alternative Investments received a one-time fee of $10,000. The ad hoc Committee on Alternative Investments (Messrs. Benjamin, Cain and Drucker) is not a standing committee. These fees are allocated among the mutual fund portfolios in the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series based on a formula that takes into account, among other factors, the relative net assets of each mutual fund portfolio.

During the fiscal year ended June 30, 2010, the trustees of the Trust 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 IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series and Gateway Trust. The table also sets forth, as applicable, pension or retirement benefits accrued as part of fund expenses, as well as estimated annual retirement benefits and total compensation paid to trustees by trusts in the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series:

Name of Trustee	Aggregate Compensation from Natixis Cash Management Trust*		Pension or Retirement Benefits Accrued as Part of Fund Expenses		Estimated Annual Benefits Upon Retirement		Total Compensation from the Fund Complex Paid  to Trustees†
INDEPENDENT TRUSTEES
Graham T. Allison, Jr.	$	2,079	$	0	$	0	$	138,000
Charles D. Baker††		716		0		0		47,825
Edward Benjamin		2,535		0		0		176,750
Daniel M. Cain		2,424		0		0		175,000
Kenneth A. Drucker		2,161		0		0		158,750
Wendell J. Knox		2,432		0		0		158,000
Sandra O. Moose		899		0		0		225,000
Erik R. Sirri†††		1,565		0		0		98,521
Peter J. Smail†††		1,487		0		0		92,521
Cynthia L. Walker		2,123		0		0		148,750
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, 2010, with respect to the Trust. The total amount of deferred compensation accrued for the Trust as of June 30, 2010 for the trustees is as follows: Allison: $86,282; Benjamin $37,509; Cain: $40,703; Knox: $6,469; Sirri: $4,338; Walker: $23,651.

† Total Compensation represents amounts paid to a trustee for serving on the Board of Trustees of eight (8) trusts with a total of forty (40) funds as of June 30, 2010.

†† Mr. Baker served as a trustee until his resignation on December 4, 2009.

††† Mr. Sirri and Mr. Smail were appointed as trustees effective December 1, 2009.

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.

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As of August 2, 2010, the officers and trustees of the Trust collectively owned less than 1% of the then outstanding shares of each class of the Fund.

Codes of Ethics

The Fund, its adviser and subadviser and the Distributor each have adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Codes of Ethics permit the personnel of these entities 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.

OWNERSHIP OF FUND SHARES

As of August 2, 2010, 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 Trust – Money Market
(Class C)	CITIGROUP GLOBAL MARKETS INC OWINGS MILLS, MD 21117-3256	23.79	%
	UBS WM USA JERSEY CITY, NJ 07310-2055	17.19	%

* Such ownership may be beneficially held by individuals or entities other than the owner listed.

INVESTMENT ADVISORY AND OTHER SERVICES

Information About the Organization and Ownership of the Adviser and Subadviser of the Fund

Natixis, formed in 1995, is a limited partnership owned by Natixis US.

Natixis US is part of Natixis Global Asset Management, an international asset management group based in Paris, France, that is in turn principally owned by Natixis, a French investment banking and financial services firm. Natixis is principally owned by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. An affiliate of the French Government is an investor in non-voting securities of BPCE and has limited, non-controlling representation on the supervisory board of BPCE as well as the right to convert certain shares into common equity of BPCE at a future time. The registered address of Natixis is 30, avenue Pierre Mendès France, 75013 Paris, France. The registered address of BPCE is 50, avenue Pierre Mendès France, 75013 Paris, France.

The 15 principal subsidiary or affiliated asset management firms of Natixis US collectively had over $260.5 billion in assets under management or administration as of June 30, 2010.

Reich & Tang is an SEC registered investment adviser. Reich & Tang is a wholly owned subsidiary of Natixis US, which owns, in addition to Reich & Tang, a number of other asset management entities.

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

16

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. Natixis Advisors may delegate certain administrative services to its affiliates. The adviser is responsible for obtaining and evaluating such economic, statistical and financial data and information and performing such additional research as is necessary to manage the 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 they will continue in effect for two years from the date of execution and thereafter from year to year if their continuance is approved at least annually (i) by the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a 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 of 1986, as amended. In addition, Natixis Advisors also provides the Fund with 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.

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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 agreement, 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:

Fund	Advisory Fee payable by Fund to Natixis Advisors (as a % of average daily net assets of the Fund)
Natixis Cash Management Trust — Money Market Series	0.35 0.33 0.31 0.26 0.25 0.20	%  %  %  %  %  %	of the first $250 million of the next $250 million of the next $500 million of the next $500 million of the next $500 million of amounts in excess of $2 billion

Natixis Advisors has given a binding undertaking (for all classes of the Fund) to waive its advisory fee, and if necessary, to reimburse certain expenses, exclusive of brokerage expenses, interest expense, taxes and 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 September 1, 2010 through August 31, 2011 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 a class’s expenses in later periods fall below the annual rate set forth in the undertaking. A class will not be obligated to pay such waived/reimbursed fees or expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed.

Fund	Expense Limit		Date of Undertaking
Class A	0.65	%	September 1, 2010
Class B	0.65	%
Class C	0.65	%

Natixis Advisors has temporarily agreed to waive its management fee and/or reimburse certain expenses (in addition to fees waived and/or expenses reimbursed under the expense limitation agreement) to the extent necessary to maintain a constant net asset value of $1.00 per share. This agreement is voluntary and may be terminated at any time. Fees waived and/or expenses reimbursed pursuant to this voluntary agreement cannot be recovered by Natixis Advisors in later periods.

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

Fund	Subadvisory fee payable by the Fund (as a % of average daily net assets of the Fund)
Natixis Cash Management Trust — Money Market Series	0.15 0.14 0.13 0.10	%  %  %  %	of the first $250 million of the next $250 million of the next $500 million of amounts in excess of $1 billion

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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:

	2008		2009		2010
Total Advisory Fee	$	857,568	$	954,023	$	803,574
Natixis Advisors
Fee Earned	$	489,838	$	516,558	$	458,848
Fee Waived	$	29,037		—	$	458,848	1
Fees Recovered		—	$	29,037		—
Total Paid	$	460,801	$	545,595	$	—
Reich & Tang
Fee Earned	$	367,730	$	408,428	$	344,726
Fee Waived		—		—	$	321,839	1
Total Paid		—		—	$	22,887

¹ Includes the waiver of $373,569 and $257,505 for Natixis Advisors and Reich & Tang, respectively, under the voluntary arrangement described under the section “Advisory Fees.”

In addition, Natixis Advisors reimbursed non-class specific expenses in the amount of $75,920 for the year ended June 30, 2010.

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 (“NAV”) 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 Prospectuses 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) and Hansberger International Series.

From its own profits and resources, the Distributor may, from time to time, make payments to qualified wholesalers, registered financial institutions and third party marketers for marketing support services and/or retention of assets. Among others, the Distributor has agreed to make such payments for marketing support services to AXA Advisors, LLC.

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

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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) the various registrations and filings required by various regulatory authorities and (iv) consultation and legal advice on Fund related matters.

For these services, Natixis Advisors received the following fees from the Fund for the fiscal years ended June 30, 2008, June 30, 2009 and June 30, 2010:

Fund	Fiscal Year Ended June 30, 2008				Fiscal Year Ended June  30, 2009		Fiscal Year Ended June  30, 2010
	Fee		Fee Waived*
Natixis Cash Management Trust — Money Market Series	$	130,222	$	4,611	$	135,581	$	111,319

* Natixis Advisors voluntarily agreed to waive a portion of its fees during the period ended June 30, 2008.

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 NAV, total net income, and NAV 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 2000 Crown Colony Drive, Quincy, Massachusetts, 02169, 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.

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, 2010 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. Purchases from underwriters of portfolio securities include a commission or concession paid by the issuer to the underwriter,

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and purchases from dealers serving as market makers include the spread between the bid and ask price. During the fiscal years ended June 30, 2008, 2009 and 2010, 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 (no longer offered for sale) 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 (“IRS”) 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”).

The Declaration of Trust provides for the perpetual existence of the Trust. The Trust, however, may be terminated at any time by vote of at least two-thirds of each series of the outstanding shares of Trust entitled to vote. In addition, the Fund may be terminated at any time by vote of at least two-thirds of the outstanding shares of 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 or any class within the Fund upon written notice to its shareholders.

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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) on the election of trustees and the termination of the Trust and on other matters submitted to the vote of shareholders.

All classes of shares of the 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 filling such vacancy by other means, at least two-thirds of the trustees holding office shall have been elected by the shareholders. In addition, trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares and filed with the Trust's custodian or by a vote of the holders of two-thirds of the outstanding shares at a meeting duly called for that purpose.

Upon written request by a minimum of ten holders of shares having held their shares for a minimum of six months and having a NAV 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. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote because it is limited to circumstances in which the disclaimer is inoperative and the Fund itself would be unable to meet its obligations.

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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 the 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 “NYSE”) on a day when the NYSE 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^® (800-225-5478, press 1) or Natixis Funds website (www.ga.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 contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions of Class A, B and C shares. For purposes of the CDSC, an exchange of shares from one Fund to another Fund is not considered a redemption or a purchase. For federal tax purposes, however, such an exchange is considered a sale and a purchase and, therefore, would be considered a taxable event on which you may recognize a gain or loss. In determining whether a CDSC is applicable to a redemption of Class A, Class B or Class C shares, the calculation will be determined in the manner that results in the lowest rate being charged. The charge will not be applied to dollar amounts representing reinvested distributions associated with such shares. Unless you request otherwise at the time of redemption, the CDSC is deducted from the redemption, not the amount remaining in the account.

The 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 is 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 NYSE. Requests made after that time or on a day when the NYSE is not open for business will receive the next business day's closing price. The proceeds of a telephone withdrawal will normally be sent within three business days following receipt of a proper redemption request, although it may take longer.

A shareholder automatically receives access to the ability to redeem shares by telephone following the completion of the Fund application, which is available at www.ga.natixis.com or from your investment dealer. When selecting the service, a shareholder may have their withdrawal proceeds sent to his or her bank, in which case the shareholder must designate a bank account on his or her application or Service Options Form to which the redemption proceeds should be sent as well as provide a check marked “VOID” and/or a deposit slip that includes the routing number of his or her bank. Any change in the bank

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account so designated may be made by furnishing to Boston Financial or your investment dealer a completed Service Options Form, which may require a medallion or a signature validation program stamp. Telephone redemptions by ACH or wire may only be made if the designated bank is a member of the Federal Reserve System or has a correspondent bank that is a member of the Federal Reserve System. If the account is with a savings bank, it must have only one correspondent bank that is a member of the Federal Reserve System. The Fund, the Distributor, Boston Financial 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 to the extent the check or ACH transaction has not cleared. 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 NAV per share (less any applicable CDSC) next determined after the redemption request and any necessary special documentation are received by the transfer agent or your investment dealer in proper form. Payment normally will be made by the 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 NYSE. Upon receipt of the required information, the appropriate number of shares will be redeemed and the monies forwarded to the bank designated on the 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 Board of Trustees 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 NAV 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.

The Fund reserves the right to suspend account services or refuse transaction requests if the Fund receives notice of a dispute between registered owners or of the death of a registered owner or if the Fund suspects a fraudulent act. If the Fund refuses a transaction request because it receives notice of a dispute, the transaction will be processed at the NAV next determined after the Fund receives notice that the dispute has been settled or a court order has been entered adjudicating the dispute. If the Fund determines that its suspicion of fraud or belief that a dispute existed was mistaken, the transaction will be processed as of the NAV next determined after the transaction request was first received in good order.

In the event that the Fund’s Board of Trustees determines that a deviation between the Fund’s amortized cost price per share and the market-based net asset value per share is material or otherwise results in unfair results (such that there is a significant risk of potential harm to shareholders), the Board of Trustees may suspend redemptions and order the Fund to be liquidated.

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SHAREHOLDER SERVICES

Open Accounts

A shareholder’s investment is automatically credited to an open account maintained for the shareholder by Boston Financial. Following each additional investment or redemption from the account initiated by an investor (with the exception of systematic investment plans), a shareholder will receive a confirmation statement disclosing the current balance of shares owned and the details of recent transactions in the account. After the close of each calendar year, Boston Financial will send each shareholder a statement providing account information which may include federal tax information on dividends and distributions paid to the shareholder during the year. This statement should be retained as a permanent record. Boston Financial may charge a fee for providing duplicate information.

The open account system provides for full and fractional shares expressed to three decimal places and, by making the issuance and delivery of stock certificates unnecessary, eliminates problems of handling and safekeeping, and the cost and inconvenience of replacing lost, stolen, mutilated or destroyed certificates. Certificates will not be issued for any class of shares.

The costs of maintaining the open account system are paid by the 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.

Minimum Balance Policy

The Fund’s minimum balance policy is described in the Prospectus. Although determination of whether to deduct the minimum balance fee or close an account is made at the discretion of the Fund, as described in the Prospectus, the Fund will not deduct the minimum balance fee from an account and then close that same account for falling below the minimum balance in the same year.

Automatic Investment Plans (Class A and Class C Shares)

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 draw checks from an investor’s bank account. The checks are drawn under the Investment Builder Program, a program designed to facilitate such periodic payments and are forwarded to Boston Financial for investment in the Fund. A plan 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. A Service Options Form 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.ga.natixis.com.

This program is voluntary and may be terminated at any time by the Fund upon notice to existing plan participants. The Investment Builder Program plan may be discontinued at any time by the investor 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.

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 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.

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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 Boston Financial or your investment dealer. Withdrawals may be paid to a person other than the shareholder if a Medallion signature guarantee is provided. Please consult your investment dealer or the 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 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.

All shares under the Plan must be held in an open (uncertificated) account. Income dividends and capital gain distributions will be reinvested at NAV 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 NAV. 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 the sections “Redemptions” and “Taxes” of this Statement for certain information as to federal income taxes.

Because of statutory restrictions this Plan may not be available to pension or profit-sharing plans or IRAs that have State Street Bank as trustee.

Payroll Deduction Program

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 NAV (without a sales charge or CDSC) on the dividend payable 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.

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Exchange Privilege

A shareholder may exchange the shares of the Fund for shares of the same class of another 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 NAVs at the time of the exchange. An exchange of shares in one fund for shares of another fund is a taxable event on which gain or loss may be recognized. 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. On exchanges of Class A shares into the Fund, the aging period continues related to the CDSC. 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, (2) a written exchange request to the Fund, P.O. Box 219579, Kansas City, MO 64121-9579 or (3) visiting our website at www.ga.natixis.com. You must acknowledge receipt of a current Prospectus for a Fund before an exchange for that Fund can be effected. The minimum amount for an exchange is the minimum amount to open an account or the total NAV of your account, whichever is less.

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. The Fund reserves the right to suspend or change the terms of exchanging shares. The Fund and the Distributor reserve the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interests of the Fund’s other shareholders or possibly disruptive to the management of the Fund.

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 or by visiting our website at www.ga.natixis.com.

Broker Trading Privileges

The Distributor may, from time to time, enter into agreements with one or more brokers or other intermediaries to accept purchase and redemption orders for Fund shares until the close of regular trading on the NYSE (normally, 4:00 p.m. Eastern Time on each day that the NYSE is open for trading); such purchase and redemption orders will be deemed to have been received by the Fund when the authorized broker or intermediary accepts such orders; and such orders will be priced using that Fund’s NAV next computed after the orders are placed with and accepted by such brokers or intermediaries. Any purchase and redemption orders received by a broker or intermediary under these agreements will be transmitted daily to the Fund no later than the time specified in such agreement; but, in any event, no later than 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, free of charge, at the shareholder’s request.

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Self-Servicing Your Account with Natixis Funds Personal Access Line^® and Web Site

Natixis Funds shareholders may access account information, including share balances and recent account activity online, by visiting our website at www.ga.natixis.com. Transactions may also be processed online for certain accounts (restrictions may apply). Such transactions include purchases, redemptions and exchanges, and shareholders are automatically eligible for these features. Natixis Funds has taken measures to ensure the security of shareholder accounts, including the encryption of data and the use of personal identification 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 website at www.ga.natixis.com.

Investor activities through these mediums are subject to the terms and conditions outlined in the following Natixis Funds Online and Telephonic Customer Agreement. This agreement is also posted on our website. The initiation of any activity through the Natixis Funds Personal Access Line^® or website at www.ga.natixis.com by an investor shall indicate agreement with the following terms and conditions:

Natixis Funds Online and Telephonic Customer Agreement

NOTE: ACCESSING OR REQUESTING ACCOUNT INFORMATION OR TRANSACTIONS THROUGH THIS SITE CONSTITUTES AND SHALL BE DEEMED TO BE AN ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.

The accuracy, completeness and timeliness of all mutual fund information provided is the sole responsibility of the mutual fund company that provides the information. No party that provides a connection between its website and a mutual fund or its transfer agency system can verify or ensure the receipt of any information transmitted to or from a mutual fund or its transfer agent, or the acceptance by, or completion of any transaction with, a mutual fund.

The online acknowledgments or other messages that appear on your screen for transactions entered do not mean that the transactions have been received, accepted or rejected by the mutual fund. These acknowledgments are only an indication that the transactional information entered by you has either been transmitted to the mutual fund, or that it cannot be transmitted. It is the responsibility of the mutual fund to confirm to you that it has received the information and accepted or rejected a transaction. It is the responsibility of the mutual fund to deliver to you a current prospectus, confirmation statement and any other documents or information required by applicable law.

NO TRANSACTION SHALL BE DEEMED ACCEPTED UNTIL YOU RECEIVE A WRITTEN CONFIRMATION FROM THE 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^®.

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.

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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.

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^® or the Natixis Funds website including telephone line costs and Internet service provider costs are solely your responsibility. Similarly Natixis Funds makes no warranties concerning the availability of Internet services or network availability.

Natixis Funds reserves the right to suspend, terminate or modify the Internet capabilities offered to shareholders without notice.

YOU HAVE THE ABILITY TO RESTRICT INTERNET AND TELEPHONIC ACCESS TO YOUR ACCOUNTS BY NOTIFYING NATIXIS FUNDS OF YOUR DESIRE TO DO SO.

Written notifications to Natixis Funds should be sent to:

All account types excluding SIMPLE IRAs:

Natixis Funds

PO Box 219579

Kansas City, MO 64121-9579

SIMPLE IRA shareholders please use:

Natixis Funds

PO Box 8705

Boston, MA 02266-8705

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 NYSE is open for trading. In addition, in Natixis Advisors’ discretion, the Fund’s shares may be priced on a day the NYSE is closed for trading if Natixis Advisors in its discretion determines that there has been enough trading in the Fund’s

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portfolio securities to materially affect the NAV of the Fund’s shares. For example, the Fund may price its shares on days on which the NYSE 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 (other than realized gains and losses on investments) of the Fund is declared as a dividend at the closing of regular trading on the NYSE each day that the NYSE 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 income accruing on Saturdays, Sundays and other days on which the NYSE is closed is generally declared as a dividend on the immediately following business day. The Fund expects to distribute all or substantially all of its net realized long- and short-term capital gains annually, after applying any available capital loss carryovers. The Fund generally does not expect to realize any long-term capital gains. 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 NAV 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 NYSE on each day the NYSE is open for trading. (See “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 NAV 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 NAV 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 NAV 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 the 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; using a NAV per share as determined by using available market quotations; or even suspending redemptions and liquidating the Fund. There is no assurance that the Fund will be able to maintain its NAV 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.

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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, 2010 and effective yield based on such seven-day period were, respectively, 0% and 0%. 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 the 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 annual total return of each class for the one-year, five-year and ten-year periods 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 NAV 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 discussion of certain U.S. federal income tax consequences of an investment in the Fund is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, and other applicable authorities, all as of the date of this Statement. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the federal tax consequences generally applicable to investing in the Fund. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisers regarding their particular situations and the possible application of foreign, state and local tax laws.

Taxation of the Fund

The Fund has elected and intends to qualify each year for the special tax treatment accorded a regulated investment company (a “RIC”) under \ Subchapter M of the Code. In order to so qualify, the Fund must, among other things: (i) derive at least 90% of its gross income in each taxable year from (a) dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (b) net income derived from interests in “qualified publicly traded partnerships” (“QPTPs”);

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(ii) diversify its holdings so that at the end of each quarter of the Fund’s taxable year (a) at least 50% of the market value of the Fund’s total assets consists of cash and cash items, U.S. government securities, securities of other RICs, and other securities limited generally, with respect to any one issuer, to no more than 5% of the value of the Fund’s total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund’s total assets is invested (x) in the securities (other than those of the U.S. government or other RICs) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar or related trades or businesses, or (y) in the securities of one or more QPTPs; and (iii) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid – generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and its net tax-exempt income, if any, for such year.

In general, for purposes of the 90% gross income requirement described in (i) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the Fund. However, 100% of the net income derived from an interest in a QPTP (generally, a partnership (x) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, (y) that is treated as a partnership for federal income tax purposes, and (z) that derives less than 90% of its income from the qualifying income described in (i)(a) above) will be treated as qualifying income.

For purposes of the diversification requirements set forth in (ii) above, outstanding voting securities of an issuer include the equity securities of a QPTP. Also for purposes of the diversification requirements described in (ii) above, identification of the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the IRS with respect to issuer identification for a particular type of investment may adversely affect the Fund’s ability to satisfy the diversification requirements.

Assuming that it qualifies as a RIC, the Fund will not be subject to federal income tax on income that is distributed to its shareholders in a timely manner in the form of dividends (including Capital Gain Dividends, as defined below). If the Fund were to fail to qualify as a RIC in any taxable year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as dividend income. Some portions of such distributions may be eligible for the dividends received deduction in the case of corporate shareholders and may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, provided in both cases that the shareholder meets certain holding period and other requirements in respect of the Fund’s shares. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a RIC 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 the dividends-paid deduction). If the Fund does retain any investment company taxable income, the Fund will be subject to tax at regular corporate rates on the amount retained. The Fund also intends to distribute at least annually all or substantially all of its net capital gain, if any. If the Fund retains any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but may designate the retained amount as undistributed capital gains in a notice to its shareholders who in turn (i) will be required to include in income for federal income tax purposes, as long-term capital gain, 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 on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. If the Fund makes this designation, for federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Fund is not required to, and there can be no assurance the Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

In determining its net capital gain for Capital Gain Dividend purposes (see below for a discussion of Capital Gain Dividends), a RIC generally must treat any net capital loss or any net long-term capital loss incurred after October 31 as if it had been incurred in the succeeding year. In addition, in determining its taxable income, a RIC may 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.

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If the Fund fails to distribute in a calendar year at least an amount equal to the sum of 98% of its ordinary income for such year and 98% of its capital gain net income for the one-year period ending October 31 of such year (or December 31 of that year if the Fund so elects) plus any retained amount from the prior year, the Fund will be subject to a nondeductible 4% excise tax on the undistributed amounts. For these purposes, the Fund will be treated as having distributed any amount on which it is subject to income tax. The Fund generally intends to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do so.

Taxation of Fund Distributions

For federal income tax purposes, distributions of investment income generally are taxable as ordinary income to the extent of the Fund’s earnings and profits. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, the Fund will recognize long-term capital gain or loss on the disposition of investments it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on the disposition of investments it has owned (or is deemed to have owned) for one year or less. Distributions of net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss) that are properly designated by the Fund as capital gain dividends (“Capital Gain Dividends”) generally will be taxable to a shareholder receiving such distributions as long-term capital gains. Long-term capital gain rates applicable to individuals have been temporarily reduced—in general to 15%, with a 0% rate applying to taxpayers in the 10% and 15% brackets—for taxable years beginning before January 1, 2011. The Fund generally does not expect to realize any long-term capital gains. Distributions attributable to the excess of net short-term capital gain over net long-term capital loss will generally be taxable to a shareholder receiving such distributions as ordinary income. Distributions from capital gains are generally made after applying any available capital loss carryovers.

For taxable years beginning before January 1, 2011, qualified dividend income received by an individual will be taxed at the rates applicable to long-term capital gain. In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, the Fund would have to meet certain holding period and other requirements with respect to some portion of the dividend-paying stocks, if any, in its portfolio, and the shareholder would have to 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.

It is currently unclear whether and to what extent Congress will extend the reduced rates applicable to long-term capital gains and the special tax treatment of qualified dividend income for taxable years of the Fund beginning on or after January 1, 2011.

Distributions are taxable whether shareholders receive them in cash or in additional shares. Distributions declared and payable by the Fund during October, November or December to shareholders of record on a date in any such month and paid by the Fund during the following January generally will be treated for federal tax purposes as paid by the Fund and received by shareholders on December 31 of the year in which the distributions are declared rather than the calendar year in which they are received.

If the Fund makes a distribution in excess of its current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of a shareholder’s tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder’s basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.

Sale, Exchange or Redemption of Fund Shares

A 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 a sale, exchange or redemption of Fund shares will generally be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed under the Code’s “wash sale” rules if other substantially identical shares of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss. As long as the Fund continually maintains a $1.00 NAV per share, shareholders generally will not recognize a taxable gain or loss on the sale or exchange of Fund shares.

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Original Issue Discount and Acquisition Discount

Some debt obligations with a fixed maturity date of one year or less from the date of issuance that are acquired by the Fund may be treated as having acquisition discount or original issue discount (“OID”). Generally, the Fund will be required to include the acquisition discount or OID in income as ordinary income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. The Fund may make elections applicable to debt obligations having acquisition discount or OID that could affect the character and timing of the income recognized by the Fund from such obligations.

Foreign Taxes

Income received by the Fund from investments in securities of foreign issuers may be subject to foreign withholding and other taxes. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. Foreign withholding and other taxes may reduce the Fund’s total return. The Fund generally does not expect that shareholders will be entitled to claim a credit or deduction with respect to foreign taxes incurred by the Fund.

Tax-Exempt Shareholders

Income of a RIC that would be unrelated business taxable income (“UBTI”) if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the RIC. Notwithstanding this “blocking” effect, a tax-exempt shareholder may realize UBTI by virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b). If a charitable remainder trust (“CRT”) (as defined in Code Section 664) realizes any UBTI for a taxable year, a 100% excise tax is imposed on such UBTI. CRTs and other tax-exempt investors are urged to consult their tax advisers concerning the consequences of investing in the Fund.

Backup withholding

The Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder if the shareholder does not provide the Fund a correct, certified taxpayer identification number, if the Fund is notified that the shareholder has underreported income in the past, or if the shareholder fails to certify to the Fund that he, she or it is not subject to such withholding. The backup withholding tax rate is 28% for amounts paid on or before December 31, 2010. This rate will expire and the backup withholding tax rate will be 31% for amounts paid after December 31, 2010, unless Congress enacts legislation providing otherwise.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

Non-U.S. Shareholders

Dividends, other than Capital Gain Dividends, paid by the Fund to a shareholder that is not a “United States person” within the meaning of the Code (a “Foreign Person”) generally are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if the dividends are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a Foreign Person directly, would not be subject to withholding.

Effective for taxable years of the Fund beginning before January 1, 2010, in general and subject to certain limitations, the Fund was not required to withhold any amounts (i) with respect to distributions attributable to U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual Foreign Person, to the extent such distributions were properly designated by the Fund as “interest-related dividends,” and (ii) with respect to distributions of net short-term capital gains in excess of net long-term capital losses, to the extent such distributions were properly designated by the Fund as “short-term capital gain dividends.” As of the date of this Statement, it is unclear whether Congress will extend the exemptions from withholding for interest-related dividends and short-term capital gain dividends for dividends with respect to taxable years of the Fund beginning on or after January 1, 2010 and what the terms of any such extension would be. Even if the exemptions from withholding for interest-related and short-term capital gain dividends are extended, the Fund may make such designations with respect to all, some or none of its potentially eligible dividends or treat such dividends, in whole or in part, as ineligible for these exemptions from withholding.

34

If a beneficial holder of Fund shares who or which is a Foreign Person has a trade or business in the United States, and Fund dividends received by such holder are effectively connected with the conduct of such trade or business, the dividends generally will be subject to U.S. federal net income taxation at regular income tax rates.

A beneficial holder of Fund shares who or which is a Foreign Person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on a sale or redemption of shares of 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, redemption or Capital Gain Dividend and certain other conditions are met.

The foregoing discussion relates solely to U.S. federal income tax law. Foreign Persons 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 the exemption from the backup withholding tax rates described above or a reduced rate of withholding provided by a treaty.

Other Tax Matters

In addition to existing certification and filing requirements and subject to future IRS guidance, distributions and redemption payments by the Fund may be subject to additional withholding requirements, and the Fund may as a result require additional tax-related certifications, representations or information from investors, in order to comply with provisions of the Hiring Incentives to Restore Employment Act of 2010 that become effective after December 31, 2012.

Special tax rules apply to investments though defined contribution plans and other tax-qualified plans. Shareholders should consult their tax advisers to determine the suitability of shares of the Fund as an investment through such plans and the precise effect of such an investment on their particular tax situations.

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 IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

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.

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, 2010 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 and semiannual reports are available online at the Fund’s website www.ga.natixis.com. The annual and semiannual reports are also available online at the SEC’s website, at www.sec.gov.

35

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. This appendix does not include descriptions of ratings below the two highest in each category.

Moody’s Investors Service, Inc.

Long-Term Obligation Ratings

Moody’s long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss suffered in the event of default.

Aaa: Obligations rated Aaa are judged to be of the highest quality, which minimal credit risk.

Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

Moody’s appends numerical modifiers 1, 2, and 3 to the rating classification Aa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Short-Term Municipal Notes Ratings

The two highest ratings of Moody’s for short-term municipal notes are MIG-1 and MIG-2: MIG-1 denotes “superior credit quality with excellent protection afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing;” MIG-2 denotes “strong credit quality,” with margins of protection ample although not so large as in the preceding group.

Short-Term Debt Ratings

Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

PRIME-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

Moody’s ratings represent the opinion of Moody’s Investors Service as to the relative creditworthiness of securities. As such, they should be used in conjunction with the descriptions and statistics appearing in Moody’s publications. Reference should be made to these statements for information regarding the issuer. Moody’s ratings are not commercial credit ratings. In no case is default or receivership to be imputed unless expressly stated.

Credit ratings are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, selling or holding.

B-1

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 opinion evaluates the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a statement of fact or recommendation to purchase, sell, or hold a financial obligation or make any investment decisions. Nor is it a comment regarding an issue’s 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.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

Long-Term Issue Credit 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 to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

Short-Term Municipal Notes Ratings

A Standard & Poor’s U.S. municipal note rating reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment: amortization schedule – the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and source of payment – the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

B-2

Short-Term Issue Credit Ratings

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.

Fitch Investors Service, Inc.

Short-Term Ratings

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, structured and sovereign obligations, and up to 36 months for obligations in US public finance markets.

F1: Highest short-term credit quality.

Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

F2: Good short-term credit quality.

Good intrinsic capacity for timely payment of financial commitments.

Long-Term Ratings- Issuer Credit Ratings

Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entity’s relative vulnerability to default on financial obligations. The “threshold” default risk addressed by the IDR is generally that of the financial obligations whose non payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.

In aggregate, IDRs provide an ordinal ranking of issuers based on the agency’s view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings web-site.

AAA: Highest credit quality.

‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Very high credit quality.

‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

B-3

Registration Nos. 2-68348

811-2819

NATIXIS CASH MANAGEMENT TRUST

PART C

OTHER INFORMATION

Item 28. 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, effective August 6, 2007 (the “Agreement and Declaration”) is incorporated by reference to exhibit (a)(1) to PEA No. 45 to the Registration Statement filed on August 30, 2007.
(b)		By-Laws
	(1)	The Registrant’s Amended and Restated By-Laws dated September 23, 2008 (the “By-Laws”) is incorporated by reference to exhibit (b)(1) to PEA No. 47 to the Registration Statement filed on July 2, 2009.
(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. (“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. (“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)		Master Custodian Agreement dated September 1, 2005, between the Registrant, on behalf of the Money Market 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.
	(2)		Amendment No. 1 dated September 15, 2006 to Master Custody Agreement dated September 1, 2005 between Registrant, on behalf of the Money Market Series and State Street is incorporated by reference to exhibit (g)(2) to PEA No. 46 to the Registration Statement filed on August 29, 2008.
(h)			Other Material Contracts
	(1)		Transfer Agency and Services Agreement dated October 1, 2005, between the Registrant on behalf of the Money Market Series 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.
		(i)	Revised Appendix A dated July 17, 2006 to Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant on behalf of the Money Market Series and Boston Financial is incorporated by reference to exhibit (h)(1)(i) to PEA No. 46 to the Registration Statement filed on August 29, 2008.
		(ii)	Revised Appendix A dated February 15, 2008 to Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant on behalf of the Money Market Series and BFDS is incorporated by reference to exhibit (h)(1)(ii) to PEA No. 47 to the Registration Statement filed on July 2, 2009.

	(iii)	Amendment dated October 1, 2008 to Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant on behalf of the Money Market Series and BFDS is incorporated by reference to exhibit (h)(1)(iii) to PEA No. 47 to the Registration Statement filed on July 2, 2009.
(2)		Administrative Services Agreement dated January 3, 2005 between the Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(6) to PEA No. 43 to Registration Statement filed on August 31, 2005.
	(i)	Amendment No. 1 dated November 1, 2005 to the Administrative Services Agreement dated January 3, 2005 between the Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(i) to PEA No. 45 to the Registration Statement filed on August 30, 2007.
	(ii)	Amendment No. 2 dated January 1, 2006 to the Administrative Services Agreement dated January 3, 2005 between the Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(ii) to PEA No. 45 to the Registration Statement filed on August 30, 2007.
	(iii)	Amendment No. 3 dated July 1, 2007 to the Administrative Services Agreement dated January 3, 2005 between the Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(iii) to PEA No. 45 to the Registration Statement filed on August 30, 2007.
	(iv)	Amendment No. 4 dated September 17, 2007 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(iv) to PEA No. 46 to the Registration Statement filed on August 29, 2008.
	(v)	Amendment No. 5 dated February 1, 2008 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(v) to PEA No. 46 to the Registration Statement filed on August 29, 2008.
	(vi)	Amendment No. 6 dated February 19, 2008 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(vi) to PEA No. 46 to the Registration Statement filed on August 29, 2008.
	(vii)	Amendment No. 7 dated July 1, 2008 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(vii) to PEA No. 46 to the Registration Statement filed on August 29, 2008.
	(viii)	Amendment No. 8 dated September 29, 2008 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(viii) to PEA No. 47 to the Registration Statement filed on July 2, 2009.

		(ix)	Amendment No. 9 dated October 31, 2008 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(ix) to PEA No. 47 to the Registration Statement filed on July 2, 2009.
		(x)	Amendment No. 10 dated January 9, 2009 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(x) to PEA No. 47 to the Registration Statement filed on July 2, 2009.
		(xi)	Amendment No. 11 dated July 27, 2009 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is incorporated by reference to exhibit (h)(2)(xi) to PEA No. 48 to the Registration Statement filed on August 31, 2009.
		(xii)	Amendment No. 12 dated February 25, 2010 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is filed herewith.
		(xiii)	Amendment No. 13 dated July 1, 2010 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors is filed herewith.
	(3)		Reliance Agreement for Exchange Privileges dated June 30, 2009 by and among the Registrant, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds IV, Loomis Sayles Funds I and Loomis Sayles Funds II, Gateway Trust and Hansberger International Series is incorporated by reference to exhibit (h)(3) to PEA No. 48 to the Registration Statement filed on August 31, 2009
	(4)		Natixis Advisors Fee Waiver/Expense Reimbursement Undertakings dated August 31, 2010 between Natixis Advisors and the Registrant, on behalf of the Money Market Series, is filed herewith.
	(5)		Services Agreement for Money Market Stress testing dated May 3, 2010 between Natixis Cash Management Trust- Money Market Series and Investor Analytics LLC is filed herewith.
(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)	Registrant’s Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 effective May 1, 2009 is incorporated by reference to exhibit (n)(1) to PEA No. 47 to the Registration Statement filed on July 2, 2009.
(p)		Code of Ethics
	(1)	Code of Ethics effective September 14, 2007 for the Registrant is incorporated by reference to exhibit (p)(1) to PEA No. 46 to the Registration Statement filed on August 29, 2008.
	(2)	Amended Code of Ethics dated January 1, 2010 for Natixis Advisors and Natixis Distributors is filed herewith.
	(3)	Code of Ethics, as amended effective September 30, 2009, of Reich & Tang is filed herewith.
(q)		Powers of Attorney
	(1)	Powers of Attorney for Graham T. Allison, Jr., Daniel M. Cain, John T. Hailer, Edward Benjamin, Robert Blanding and Sandra O. Moose dated October 18, 2004 designating John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok as attorneys to sign for each Trustee 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 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 Kenneth A. Drucker dated June 17, 2008, effective July 1, 2008 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)(4) to PEA No. 46 to the Registration Statement filed on August 29, 2008.
	(4)	Power of Attorney for Wendell J. Knox dated June 4, 2009, effective July 1, 2009 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)(4) to PEA No. 47 to the Registration Statement filed on July 2, 2009.

(5)	Power of Attorney for Erik R. Sirri dated November 19, 2009, effective December 1, 2009 designating John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok as attorneys to sign for the Trustee is filed herewith.
(6)	Power of Attorney for Peter J. Smail dated November 24, 2009, effective December 1, 2009 designating John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok as attorneys to sign for the Trustee is filed herewith.

Item 29. 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 2, 2010, there were no persons that owned 25% or more of the outstanding voting securities of the Registrant.

Item 30. Indemnification

Under Article 5 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 5 of the Registrant’s By-Laws incorporated by reference to exhibit (b)(1) to PEA No. 47 to the Registration Statement filed on July 2, 2009.

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. 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 31: 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 31 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 31 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 32. Principal Underwriters

(a) Natixis Distributors, L.P., the Registrant’s principal underwriter of the Registrant, also serves as principal underwriter for:

Gateway Trust

Hansberger International Series

Loomis Sayles Funds I

Loomis Sayles Funds II

Natixis Funds Trust I

Natixis Funds Trust II

Natixis Trust IV

(b) The general partner and officers of the Registrant’s principal underwriter, Natixis Distributors, L.P., and their addresses are as follows:

Name	Positions and Offices with Principal Underwriter	Positions and Offices with Registrant
Natixis Distribution Corporation	General Partner	None
David L. Giunta	President and Chief Executive Officer	President and Chief Executive Officer
Coleen Downs Dinneen	Executive Vice President, General Counsel, Secretary and Clerk	Secretary, Clerk and Chief Legal Officer
Russell Kane	Senior Vice President, Deputy General Counsel, Assistant Secretary, Assistant Clerk and Chief Compliance Officer for Mutual Funds	Chief Compliance Officer, Anti-Money Laundering Officer and Assistant Secretary
Michael C. Kardok	Senior Vice President	Treasurer, Principal Financial and Accounting Officer
Anthony Loureiro	Senior Vice President, Chief Compliance Officer-Broker-Dealer and Anti-Money Laundering Compliance Officer	None
Beatriz Pina Smith	Executive Vice President, Treasurer and Chief Financial Officer	None
Marilyn Rosh	Vice President and Controller	None
Josh Bogen	Executive Vice President	None
Matthew Coldren	Executive Vice President	None
Mark Doyle	Executive Vice President	None
Robert Hussey	Executive Vice President	None
Dan Santaniello	Executive Vice President	None
Sharon Wratchford	Executive Vice President	None
John Bearce	Senior Vice President	None
William Butcher	Senior Vice President	None
KC Chew	Senior Vice President	None
James Cove	Senior Vice President	None
Michael Dearinger	Senior Vice President	None
Joe Duffey	Senior Vice President	None
Tracey Flaherty	Senior Vice President	None
David Goodsell	Senior Vice President	None

Marina Gross	Senior Vice President	None
Dana Hartwell	Senior Vice President	None
Tom Huddleston	Senior Vice President	None
Jeff Keselman	Senior Vice President	None
David Lafferty	Senior Vice President	None
Ted LeClair	Senior Vice President	None
Dan Lynch	Senior Vice President	None
Robert Lyons	Senior Vice President	None
Ian MacDuff	Senior Vice President	None
Marla McDougall	Senior Vice President	None
Maureen O’Neill	Senior Vice President	None
Stacie Paoletti	Senior Vice President	None
Daniel Price	Senior Vice President	None
Elizabeth Puls-Burns	Senior Vice President	None
Laura Verville	Senior Vice President	None
Leslie Walstrom	Senior Vice President	None
David Vallon	Senior Vice President	None
Susannah Wardly	Senior Vice President	None
Faith Yando	Senior Vice President	None

The principal business address of all the above persons or entities is 399 Boylston Street, Boston, MA 02116.

(c) Not applicable.

Item 33. Location of Accounts and Records

The following companies, in the aggregate, maintain possession of the documents required to be maintained by Section 31(a) of the 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.

2000 Crown Colony Drive

Quincy, MA 02169

(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 34. Management Services

None.

Item 35. 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. 49 to its Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this PEA No. 49 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 26^th day of August, 2010.

NATIXIS CASH MANAGEMENT TRUST
By:	/s/    DAVID L. GIUNTA
	David L. Giunta President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    DAVID L. GIUNTA         David L. Giunta	President and Chief Executive Officer	August 26, 2010
/s/    MICHAEL C. KARDOK         Michael C. Kardok	Treasurer	August 26, 2010
GRAHAM T. ALLISON, JR. * Graham T. Allison, Jr.	Trustee	August 26, 2010
EDWARD A. BENJAMIN* Edward A. Benjamin	Trustee	August 26, 2010
ROBERT J. BLANDING* Robert J. Blanding	Trustee	August 26, 2010
DANIEL M. CAIN* Daniel M. Cain	Trustee	August 26, 2010
KENNETH A. DRUCKER* Kenneth A. Drucker	Trustee	August 26, 2010
JOHN T. HAILER* John T. Hailer	Trustee	August 26, 2010
WENDELL J. KNOX* Wendell J. Knox	Trustee	August 26, 2010
SANDRA O. MOOSE* Sandra O. Moose	Trustee; Chairperson of the Board	August 26, 2010
ERIK R. SIRRI * Erik R. Sirri	Trustee	August 26, 2010

PETER J. SMAIL * Peter J. Smail	Trustee	August 26, 2010
CYNTHIA L. WALKER* Cynthia L. Walker	Trustee	August 26, 2010

*By:	/s/    COLEEN DOWNS DINNEEN
	Coleen Downs Dinneen
	Attorney-In-Fact**/***/****/ *****/******
	August 26, 2010

** Powers of Attorney for Graham T. Allison, Jr., Daniel M. Cain, John T. Hailer, Edward Benjamin, Robert Blanding, Sandra O. Moose and are incorporated by reference to exhibit (q)(1) to PEA No. 43 to the Registration Statement filed on August 31, 2005.

*** Power of Attorney for Cynthia L. Walker is incorporated by reference to exhibit (q)(2) to PEA No. 43 to the Registration Statement filed on August 31, 2005.

**** Power of Attorney for Kenneth A. Drucker is incorporated by reference to exhibit (q)(4) to PEA No. 46 to the Registration Statement filed on August 29, 2008.

***** Power of Attorney for Wendell J. Knox is incorporated by reference to exhibit (q)(4) to PEA No. 47 to the Registration Statement filed on July 2, 2009.

****** Powers of Attorney for Erik R. Sirri and Peter J. Smail are filed herewith.

Natixis Cash Management Trust

Exhibit Index

Exhibits for Item 28 of Form N-1A

Exhibit	Exhibit Description
(e)(2)	Form of Dealer Agreement used by Natixis Distributors.
(h)(2)(xii)	Amendment No. 12 dated February 25, 2010 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors.
(h)(2)(xiii)	Amendment No. 13 dated July 1, 2010 to the Administrative Services Agreement between Registrant, on behalf of the Money Market Series, and Natixis Advisors.
(h)(4)	Natixis Advisors Fee Waiver/Expense Reimbursement Undertakings dated August 31, 2010 between Natixis Advisors and the Registrant, on behalf of the Money Market Series.
(h)(5)	Services Agreement for Money Market Stress testing dated May 3, 2010 between Natixis Cash Management Trust- Money Market Series and Investor Analytics LLC.
(j)	Consent of independent registered public accounting firm.
(p)(2)	Code of Ethics dated January 1, 2010 for Natixis Advisors and Natixis Distributors.
(p)(3)	Code of Ethics amended September 30, 2009 for Reich & Tang.
(q)(5)	Power of Attorney for Erik Sirri.
(q)(6)	Power of Attorney for Peter Smail.

EX-99.(E)(2)

Exhibit (e)(2)

Natixis Distributors, L.P.

399 Boylston Street

Boston, Massachusetts 02116

Form of Dealer Agreement

This dealer agreement (“Dealer Agreement”) is entered into between Natixis Distributors, L.P. (“our”, “us”, or “we”) and the undersigned company (“you”). We offer to sell to you shares of each of the mutual funds distributed by us (the “Funds” and each a “Fund”), for each of which we serve as principal underwriter as defined in the Investment Company Act of 1940, as amended (the “Act”), and from which we have the right to purchase shares.¹

With respect to each of the Funds (except for Section 5, which applies only with respect to each Fund having in effect from time to time a service plan, service and distribution plan or other plan adopted pursuant to Rule 12b-1 under the Act):

1. For all sales of shares of the Funds you shall act as dealer for your own account, and in no transaction shall you have any authority to act as agent, except as limited agent for purposes of receiving and transmitting orders and instructions regarding the purchase, exchange and redemption of shares of your customers and employees, with no authority to act as agent for any Fund or for us.

2. You agree not to purchase any Fund shares for any customer, unless you deliver or cause to be delivered to such customer, at or prior to the time of such purchase, a copy of the then current Prospectus of the applicable Fund, or the then current Summary Prospectus of the applicable Fund together with the statutory Prospectus as available on our website. You hereby represent that you understand your obligation to deliver a Prospectus to customers who purchase Fund shares pursuant to federal securities laws and you have taken all necessary steps to comply with such Prospectus delivery requirements.

3. Orders received from you will be accepted by us only at the public offering price applicable to each order, except for transactions to which a reduced offering price applies as provided in the then current Prospectus (which term as hereinafter used shall include the Summary Prospectus and Statement of Additional Information) of the Fund(s). The minimum dollar purchase of shares of each Fund by any investor shall be the applicable minimum amount described in the then current Prospectus of the Fund and no order for less than such amount will be accepted hereunder. The public offering price shall be the net asset value per share plus the sales charge, if any, applicable to the transaction, expressed as a percentage of the public offering price, as determined and effective as of the time specified in the then current Prospectus of the Fund(s). The procedures relating to the handling of orders shall be subject to any instructions that we shall forward from time to time to you. All orders are subject to acceptance or rejection by us in our sole discretion. You hereby agree to comply with attached Appendix A, Policies and Procedures with Respect to Mutual Fund Trading, and Appendix B, Policies and Procedures with Respect to the Sales of Funds Offering Multiple Classes of Shares.

4. The sales charge applicable to any sale of Fund shares by you and the dealer concession or commission applicable to any order from you for the purchase of Fund shares accepted by us shall be set forth in the then current Prospectus of the Fund. You shall notify us if you are not eligible to receive a dealer concession or commission. You may be deemed to be an underwriter in connection with sales by you of shares of the Fund where you receive all or substantially all of the sales charge as set forth in the 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.

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.

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(b) Reduced sales charges or no sales charge may apply to certain transactions under letter of intent, combined purchases or investments, reinvestment of dividends and distributions, repurchase privilege, unit investment trust distribution reinvestment or other programs, as described in the then current Prospectus of the Fund(s). To obtain any such reductions, you must notify us when the sale that would qualify for such reduction takes place.

5. Rule 12b-1 Plans. The substantive provisions of this Section 5 have been adopted pursuant to Rule 12b-1 under the Act by certain Funds, under plans pursuant to such Rule (each a “Plan”).

(a) You agree to provide (i) for the Funds with a Service Plan, personal services to investors in shares of the Funds and/or services related to the maintenance of shareholder accounts, and (ii) for those Funds with a Service and Distribution Plan, both personal services to investors in shares of the Funds and/or services related to the maintenance of shareholder accounts and also distribution and marketing services in the promotion of Fund shares. As compensation for these services, we shall pay you, upon receipt by us from the Fund(s), a quarterly service fee or service fee and distribution fee based on the average daily net asset value of Fund shares at the rate set forth with respect to the relevant Class(es) of shares of the Fund(s) in the then current Prospectus. This fee will be based on the average daily net asset value of Fund shares which are owned of record by your firm as nominee for your customers or which are owned by those shareholders whose records, as maintained by the Fund or its agent, designate your firm as the 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 16 hereof or otherwise and shall terminate automatically in the event of the assignment (as that term is defined in the Act) of this Dealer Agreement.

(d) The provisions of the Distribution Contract or Underwriting Agreement between the Fund and us, insofar as they relate to the Plan, are incorporated herein by reference. The provisions of this Section 5 shall continue in full force and effect only so long as the continuance of the Plan, the Distribution Contract or Underwriting Agreement and these provisions are approved at least annually by a vote of the Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting thereon.

6. You agree to purchase Fund shares only from us or from your customers. If you purchase Fund shares from us, you agree that all such purchases shall be made only: (a) to cover orders already received by you from your customers; (b) for shares being acquired by your customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then current Prospectus of the Fund; (c) for your own bona fide investment; or (d) for investments by any IRS qualified pension, profit sharing or other trust established for the benefit of your employees or for investments in Individual Retirement Accounts established by your employees, and if you so advise us in writing prior to any sale of Fund shares pursuant to this subsection (d), you agree to waive all your dealer concessions with respect to all sales of Fund shares pursuant to this subsection (d). If you purchase shares from your customers, you agree to pay such customers not less than the applicable redemption price next quoted by the Fund pursuant to the procedures set forth in the then current Prospectus of the Fund.

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7. You shall sell shares only: (a) to customers at the applicable public offering price, except for shares being acquired by your customers at net asset value pursuant to either the exchange privilege or the repurchase privilege as described in the then current Prospectus of the Fund, and (b) to us as agent for the Fund at the redemption price. In such a sale to us, you may act either as principal for your own account or as agent for your customer. If you act as principal for your own account in purchasing shares for resale to us, you agree to pay your customer not less than the price that you receive from us. If you act as agent for your customer in selling shares to us, you agree not to charge your customer more than a fair commission or fee for handling the transaction, except that you agree to receive no compensation of any kind based on the reinvestment of redemption or repurchase proceeds pursuant to the repurchase privilege, as described in the then current Prospectus of the Fund.

8. You hereby certify that all of your customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to us by you are correct and that you will not open an account without providing us with the 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 hereby acknowledge that, in the performance of the services contemplated by this Dealer Agreement, you use or have access to records, systems, or operations that include, in tangible or electronic form, information relating to your customers such as their name, address (including email address), phone number, account number, Social Security Number, drivers license number, date of birth, account activity, investments, and other nonpublic personal information (including consumer reports) (collectively, “Personal Information” or “Customer Data”), which is subject to the requirements of the Gramm-Leach Bliley Act and Regulation S-P there under promulgated by the Securities and Exchange Commission, as from time to time amended, and other federal and state laws applicable to the management, use, disposal, and safekeeping of Personal Information and/or Customer Data relating to “know your customer,” anti-money laundering, and similar federal and state regulatory requirements (collectively “Privacy Laws”). You agree to comply with all applicable Privacy Laws relating to Personal Information and Customer Data and to cooperate with us in enabling us to satisfy our regulatory requirements relating to Personal Information.

10. You shall not withhold placing with us orders received from your customers so as to profit yourself as a result of such withholding; e.g., by a change in the net asset value from that used in determining the public offering price to your customers.

11. We will not accept from you any conditional orders for shares.

12. If any Fund shares sold to you or your customers under the terms of this Dealer Agreement are redeemed by the Fund or repurchased by us as agent for the Fund within seven (7) business days after the date of our confirmation of the original purchase by you or your customers, it is agreed that you shall forfeit your right to any dealer concession or commission received by you on such Fund shares. We will notify you of any such repurchase or redemption within ten (10) business days after the date thereof and you shall forthwith refund to us the entire concession or commission allowed or paid to you on such sale. We agree, in the event of any such repurchase or redemption, to refund to the Fund the portion of the sales charge, if any, retained by us and, upon receipt from you of the concession allowed to you on any Fund shares, to pay such refund forthwith to the Fund.

13. Payment for Fund shares sold to you shall be made on or before the settlement date specified in our confirmation, at the office of our clearing agent, and by check payable to the order of the Fund, which reserves the right to delay issuance, redemption or transfer of shares until such check has cleared. If such payment is not received by us, we reserve the right, without notice, forthwith either to cancel the sale, or at our option, sell the shares ordered back to the Fund, in which case you shall bear any loss resulting from your failure to make payment as aforesaid.

14. You will also act as principal in all purchases by a shareholder for whom you are the dealer of record of Fund shares with respect to payments sent directly by such shareholder to the Shareholder Services and Transfer Agent (the “Agent”) specified in the then current Prospectus of the Fund, and you authorize and appoint the Agent to execute and confirm such purchases to such shareholders on your behalf. The Agent will remit not less frequently than monthly to you the amount of any concessions due with respect to such purchases, except that no concessions will be paid to you on any transaction for which your net sales concession is less than $5.00 in any one month. You also represent that with respect to all such direct purchases by such shareholder, you may lawfully sell shares of such Fund in the state designated as such shareholder’s record address.

15. No person is authorized to make any representations concerning shares of the Funds except those contained in the then current Prospectuses of the Funds and in sales literature issued by us supplemental to such Prospectuses or approved in writing by us. In purchasing shares from us, you shall rely solely on the representations contained in such Prospectuses and 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.

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(a) If, with prior written approval from us, you use any advertisement or sales literature which has not been supplied by us, you are responsible for ensuring that the material complies with all applicable regulations and has been filed with the appropriate authorities.

(b) You shall indemnify and hold us (and our directors, officers, employees, controlling persons and agents) and the Fund and its Trustees and officers harmless from and against any and all losses, claims, liabilities and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by us or any of them arising out of (i) your dissemination of information regarding any Fund that is alleged to contain an untrue statement of material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and that was not published or provided to you by or on behalf of us, or accurately derived from information published or provided by or on behalf of us or any of our Affiliates, (ii) any breach by you of any representation, warranty or agreement contained in this Dealer Agreement, (iii) any act or omission, including without limitation any material misstatement by you in connection with any orders or solicitation of orders for, or transactions in, shares of the Funds, or (iv) any willful misconduct or negligence on your part in the performance of, or failure to perform, your obligations under this Dealer Agreement, except to the extent such losses are caused by our breach of this Dealer Agreement or our willful misconduct or negligence in the performance, or failure to perform, our obligations under this Dealer Agreement. This Section 15 shall survive termination of this Dealer Agreement.

16. The Fund reserves the right in its discretion and we reserve the right in our discretion, without notice, to refuse any order for the purchase of Fund shares for any reason whatsoever, and to suspend sales or withdraw the offering of Fund shares (or shares of any class(es)) entirely. We reserve the right, by written notice to you, to amend, modify, cancel or assign this Dealer Agreement, including Section 5 hereof, and any appendices that are now or in the future attached to this Dealer Agreement. Notice for all purposes shall be deemed to be given when mailed or electronically transmitted to you.

17. This Dealer Agreement shall replace any prior agreement between you and us or any of our predecessor entities (including but not limited to IXIS Asset Management Distributors, L.P., CDC IXIS Asset Management Distributors, L.P., Nvest Funds Distributor, L.P., New England Funds, L.P., TNE Investment Services Corporation, and Investment Trust of Boston Distributors, Inc.) and is conditioned upon your representation and warranty that you are (i) registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or (ii) exempt from registration as a broker/dealer under the 1934 Act. Regardless of whether you are a FINRA member, you and we agree to abide by the Rules and Regulations of the FINRA, including without limitation Conduct Rules 2310, 2420, 3110, 3510 and 2830, and all applicable state and federal laws, rules and regulations. You agree to notify us if you cease to be registered as a broker/dealer under the 1934 Act and a member of the FINRA, or exempt from registration as a broker/dealer under the 1934 Act.

(a) You will not offer Fund shares for sale in any state (a) where they are not qualified for sale under the blue sky laws and regulations of such state or (b) where you are not qualified to act as a broker/dealer.

(b) In the event that you offer Fund shares outside the United States, you agree to comply with the applicable laws, rules and regulations of the foreign government having jurisdiction over such sales, including any regulations of United States military authorities applicable to solicitations to military personnel.

18. Each of the parties represents and warrants that it has enacted appropriate safeguards to protect non-public customer information. If non-public personal information regarding either 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.

19. You hereby represent and certify to us, that you are aware of, and in compliance with, all applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, recordkeeping and compliance requirements of the Bank Secrecy Act (“BSA”), as amended by the USA PATRIOT Act of 2001 (the “Patriot Act”), its implementing regulations, and related Securities and Exchange Commission and self-regulatory organization rules and regulations. You hereby certify to us that, as required by the Patriot Act, you have a comprehensive anti-money laundering compliance program that includes: internal policies, procedures and controls for complying with the Patriot Act; a designated compliance officer or officers; an ongoing training program for appropriate employees; and an independent audit function. You also hereby certify to us that, to the extent applicable, you are in compliance with the economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and have an OFAC compliance

4 09-09

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.

20. You hereby agree that all purchases, redemptions and exchanges of shares contemplated by this Dealer Agreement shall be effected by you for your customers in accordance with each Fund’s then current Prospectus, including, without limitation, the collection of any redemption fees, if applicable, and in accordance with applicable laws and regulations. You agree that, in the event that it should come to your attention that any of your customers are engaging in a pattern of purchases, redemptions and/or exchanges of Funds that potentially indicates “market timing,” you shall immediately notify us of such pattern and shall cooperate fully with us in any investigation and, if deemed necessary or appropriate by us, terminating any such pattern of trading, including, without limitation, by refusing such customer’s orders to purchase or exchange shares of the Funds.

21. You hereby represent that you have established and will maintain a business continuity program, in compliance with FINRA Rules 3510 and 3520, designed to ensure that you will at all times fulfill your obligations as set forth in this Dealer Agreement.

22. You hereby acknowledge that each Fund and class of shares thereof may be offered and sold only in accordance with the terms and conditions set forth in the respective Fund’s prospectus and statement of additional information, as may be amended from time to time.

23. All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or faxed to you at the address specified by you below.

24. This Dealer Agreement together with attached appendices shall be effective when accepted by you below and shall be governed by and construed under the laws of the Commonwealth of Massachusetts.

25. This Dealer Agreement together with attached appendices shall be effective as against you and your successor in interest. All obligations, representations, warranties and covenants made and belonging to you shall be enforceable against your successor in interest to the same extent that such would be enforceable against you.

Your submission and our acceptance of an order for the Funds, or receipt by us of an executed copy of this Dealer Agreement from you represents your acknowledgement and acceptance of the terms and conditions of this Dealer Agreement and its attached appendices.

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:

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Appendix A

Natixis Distributors, L.P.

Policies and Procedures with Respect to Mutual Fund Trading

You shall establish and maintain effective internal policies and controls, including operational and system controls, with respect to the processing of orders of the funds received prior to and after the close of the New York Stock Exchange – normally 4:00 p.m. Eastern Time (“Pricing Time”), for the purchase, redemption and exchange of shares of mutual funds, including the Funds.

For all transactions in the Funds, you shall follow all applicable rules and regulations and shall establish internal policies regarding the timely handling of orders for the purchase, redemption and exchange of shares of the Funds (“Fund Orders”) and maintain effective internal controls over the ability to distinguish and appropriately process Fund Orders received prior to and after the 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 09-09

Appendix B

Natixis Distributors, L.P.

Policies and Procedures with Respect to Sales of Funds Offering Multiple Classes Of Shares

In connection with the offering of certain Funds with multiple classes of shares, one subject to a front-end sales load and a service fee or service and distribution fee (“Class A shares”), one subject to a service fee, distribution fee and a CDSC on redemptions within a period specified in the then current Prospectus of the Fund (“Class C shares”), one intended generally only for certain institutional investors and subject to no front-end sales load (“Class Y shares”) and other no-load Retail, Admin and Institutional Fund shares, an investor must choose the method of purchasing shares which best suits his/her particular circumstances. To assist investors in these decisions, we have instituted the following policies with respect to orders for Fund shares. These policies apply to every entity distributing Fund shares.

1. No purchase order may be placed for Class C shares if the amount of the order equals or exceeds $1,000,000 or the order is eligible for a net asset value purchase price (i.e., no front-end sales charge) of Class A shares unless the investor indicates on the relevant section of the application that the investor has been advised of the relative advantages and disadvantages of Classes A and C shares.

2. Any purchase order for less than $1,000,000 may be for either Class A or C shares in light of the relevant facts and circumstances, including:

a) the specific purchase order dollar amount;

b) the length of time the investor expects to hold his/her shares; and

c) any other relevant circumstances such as the availability of purchase under a Letter of Intent, Breakpoints (a volume discount), or Rights of Accumulation, as described in the Prospectus.

3. Investors may purchase Class Y shares only if they meet the identity, suitability, minimum investment and other standards set forth in the Funds’ then current Class Y Prospectuses.

Investors otherwise eligible to purchase Class Y shares but who will not make the initial minimum investment amount are eligible to invest in Class A or C shares. They should be advised, however, of the lower fees and expenses applicable to Class Y shares and should consider whether a larger investment, to meet the Class Y requirements, would be appropriate and desirable for their circumstances.

There are instances when purchasing one class of shares may be more appropriate than the others. For example, investors who would qualify for a significant discount from the maximum sales load on Class A shares may determine that payment of such a reduced front-end sales load and service fee is preferable to payment of a higher ongoing distribution fee. Investors making smaller investments who anticipate redeeming their shares within eight years might consider Class C shares for the same reason.

Appropriate supervisory personnel within your organization must ensure that all employees and representatives receiving investor inquiries about the purchase of shares of a Fund advise the investor of then available pricing structures offered by the Funds, and the impact of choosing one class of shares over another. You shall inform investors of available breakpoints and ensure that such investor receives access to representatives and employees within your organization to answer any inquiries that such investor may have with respect to available and applicable breakpoints. In some instances it may be appropriate for a supervisory person to discuss a purchase with the investor. This policy is effective with respect to any order for the purchase of shares of a Fund offering multiple classes of shares.

Fund and class of shares may be offered and sold only in accordance with the terms and conditions set forth in the respective Fund’s prospectus and statement of additional information. Questions relating to this policy should be directed to David L. Giunta, President and Chief Executive Officer, Natixis Distributors, L.P. at (617) 449-2503.

7 09-09

APPENDIX C

Natixis Distributors, L.P.

Policies and Procedures with Respect to Rule 22c-2

I. Shareholder Information.

1. Agreement to Provide Information. You agree to provide to the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of each account held of record by you and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by you during the period covered by the request.

2. Period Covered by Request. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than ninety (90) days from the date of the request as the Fund deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

The Fund reserves the right to request the information set forth in Section I. (1) for each trading day and you agree, if so directed by the Fund, to provide the information.

3. Form and Timing of Response. You agree to provide, promptly upon request of the Fund or its designee, the requested information specified in Section I. (1). If requested by the Fund or its designee, you agree to use best efforts to determine promptly whether any specific person about whom you have received identification and transaction information specified in Section I. (1) is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in Section I. (1) for those shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. You additionally agree to inform the Fund whether you plan to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.

4. Limitations on Use of Information. Fund agrees not to use the information received for marketing or any other similar purpose without your prior written consent.

5. Agreement to Restrict Trading. You agree to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the 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 09-09

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 09-09

EX-99.(H)(2)(XII)

Exhibit (h)(2)(xii)

TWELFTH AMENDMENT TO

ADMINISTRATIVE SERVICES AGREEMENT

This Amendment made as of February 25, 2010, by and between Natixis Asset Management Advisors, L.P. (“Natixis Advisors”), Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series (collectively, the “Trusts”).

WHEREAS, Natixis Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005, as amended November 1, 2005, January 1, 2006, July 1, 2007, September 17, 2007, February 1, 2008, February 19, 2008, July 1, 2008, September 29, 2008, October 31, 2008, January 9, 2009 and July 27, 2009 (together with the amendments, the “Agreement”), governing the terms and conditions under which Natixis Advisors provides certain administrative services to the series of the Trusts; and

WHEREAS, Natixis Advisors and the Trusts desire to amend Schedule A of the Agreement to reflect changes in Trust Portfolios;

NOW THEREFORE, in consideration of the premises and covenants contained herein, Natixis Advisors and the Trusts hereby agree as follows:

1. Schedule A of the Agreement is deleted in its entirety and replaced with Schedule A attached hereto.

2. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect.

3. This Amendment may be executed in one or more counter parts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written.

NATIXIS ASSET MANAGEMENT ADVISORS, L.P.
By Natixis Distribution Corporation, its general partner
By:	/s/ David L. Giunta
	David L. Giunta, President and Chief Executive Officer

NATIXIS FUNDS TRUST I NATIXIS FUNDS TRUST II [NATIXIS FUNDS TRUST III] NATIXIS FUNDS TRUST IV NATIXIS CASH MANAGEMENT TRUST LOOMIS SAYLES FUNDS I LOOMIS SAYLES FUNDS II GATEWAY TRUST HANSBERGER INTERNATIONAL SERIES
By:	/s/ Michael C. Kardok
	Michael C. Kardok, Treasurer

Schedule A

Trust Portfolios

As of: February 26, 2010

Natixis Funds Trust I

Absolute Asia Dynamic Equity Fund

CGM Advisor Targeted Equity Fund

Hansberger International Fund

Natixis Income Diversified Portfolio

Natixis U.S. Diversified Portfolio

Loomis Sayles Core Plus Bond Fund

Vaughan Nelson Small Cap Value Fund

Natixis Funds Trust II

ASG Diversifying Strategies Fund

ASG Global Alternatives Fund

Harris Associates Large Cap Value Fund

Vaughan Nelson Value Opportunity Fund

Natixis Funds Trust IV

AEW Real Estate Fund

Natixis Cash Management Trust

Natixis Cash Management Trust – Money Market Series

Loomis Sayles Funds I

Loomis Sayles Bond Fund

Loomis Sayles Fixed Income Fund

Loomis Sayles Global Bond Fund

Loomis Sayles High Income Opportunities Fund*

Loomis Sayles Inflation Protected Securities Fund

Loomis Sayles Institutional High Income Fund

Loomis Sayles Intermediate Duration Fixed Income Fund

Loomis Sayles Investment Grade Fixed Income Fund

Loomis Sayles Securitized Asset Fund*

Loomis Sayles Small Cap Value Fund

* With respect to these Funds only, paragraph 3 of the Agreement is revised to provide that Natixis Advisors shall be entitled to reasonable compensation for its services and expenses as Administrator, but Loomis, Sayles & Company, L.P. (“Loomis Sayles), the adviser to the Funds, and not Loomis Sayles Funds I, shall be responsible for payment of such compensation and expenses relating to the Funds, as agreed upon by Loomis Sayles in separate Letter Agreements dated January 3, 2005 and July 1, 2005, respectively.

Loomis Sayles Funds II

Loomis Sayles Mid Cap Growth Fund

Loomis Sayles Growth Fund

Loomis Sayles High Income Fund

Loomis Sayles Investment Grade Bond Fund

Loomis Sayles International Bond Fund

Loomis Sayles Limited Term Government and Agency Fund

Loomis Sayles Disciplined Equity Fund

Loomis Sayles Small Cap Growth Fund

Loomis Sayles Strategic Income Fund

Loomis Sayles Value Fund

Loomis Sayles Global Markets Fund

Hansberger International Series

Hansberger Emerging Markets Fund

Hansberger International Value Fund

Hansberger International Growth Fund

Hansberger International Core Fund

Hansberger All Countries Fund (not operational)

Gateway Trust

Gateway Fund

EX-99.(H)(2)(XIII)

Exhibit (h)(2)(xiii)

THIRTEENTH AMENDMENT TO

ADMINISTRATIVE SERVICES AGREEMENT

This Amendment made as of July 1, 2010, by and between Natixis Asset Management Advisors, L.P. (“Natixis Advisors”), Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series (collectively, the “Trusts”).

WHEREAS, Natixis Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005, as amended November 1, 2005, January 1, 2006, July 1, 2007, September 17, 2007, February 1, 2008, February 19, 2008, July 1, 2008, September 29, 2008, October 31, 2008, January 9, 2009, July 27, 2009 and February 25, 2010 (together with the amendments, the “Agreement”), governing the terms and conditions under which Natixis Advisors provides certain administrative services to the series of the Trusts; and

WHEREAS, Natixis Advisors and the Trusts desire to amend Schedule A of the Agreement to reflect changes in Trust Portfolios;

NOW THEREFORE, in consideration of the premises and covenants contained herein, Natixis Advisors and the Trusts hereby agree as follows:

1. Section 3(a) of the Agreement is amended and restated as follows:

(a) For the services provided hereunder, the Trusts shall pay Natixis Advisors the greater of the following:

(1) an annual minimum fee of $10,000,000 payable in monthly installments; or

(2) a monthly fee (accrued daily) based on the Trusts’ average daily net assets during the calendar month, such fee being calculated at the annualized rates set forth below:

Average Daily Net Assets	Annualized Fee Rate As a % of Average Daily Net Assets
$0 - $15 billion	0.0575	%
Next $15 billion	0.0500	%
Next $30 billion	0.0400	%
Over $60 billion	0.0350	%

(3) 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 $75,000 plus $12,500 per class (if multiple classes) and an additional $75,000 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 A of the Agreement is deleted in its entirety and replaced with Schedule A 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 counter parts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written.

NATIXIS ASSET MANAGEMENT ADVISORS, L.P.
By Natixis Distribution Corporation, its general partner
By:	/s/ David L. Giunta
	David L. Giunta, President and Chief Executive Officer

NATIXIS FUNDS TRUST I NATIXIS FUNDS TRUST II NATIXIS FUNDS TRUST IV NATIXIS CASH MANAGEMENT TRUST LOOMIS SAYLES FUNDS I LOOMIS SAYLES FUNDS II GATEWAY TRUST HANSBERGER INTERNATIONAL SERIES
By:	/s/ Michael C. Kardok
	Michael C. Kardok, Treasurer

Schedule A

Trust Portfolios

As of: July 1, 2010

Natixis Funds Trust I

Absolute Asia Dynamic Equity Fund

CGM Advisor Targeted Equity Fund

Hansberger International Fund

Natixis Income Diversified Portfolio

Natixis U.S. Diversified Portfolio

Loomis Sayles Core Plus Bond Fund

Vaughan Nelson Small Cap Value Fund

Natixis Funds Trust II

ASG Diversifying Strategies Fund

ASG Global Alternatives Fund

ASG Managed Futures Strategy Fund (effective July 30, 2010)

Harris Associates Large Cap Value Fund

Vaughan Nelson Value Opportunity Fund

Westpeak ActiveBeta^® Equity Fund (effective July 30, 2010)

Natixis Funds Trust IV

AEW Real Estate Fund

Natixis Cash Management Trust

Natixis Cash Management Trust – Money Market Series

Loomis Sayles Funds I

Loomis Sayles Bond Fund

Loomis Sayles Fixed Income Fund

Loomis Sayles Global Bond Fund

Loomis Sayles High Income Opportunities Fund*

Loomis Sayles Inflation Protected Securities Fund

Loomis Sayles Institutional High Income Fund

Loomis Sayles Intermediate Duration Bond Fund

Loomis Sayles Investment Grade Fixed Income Fund

Loomis Sayles Securitized Asset Fund*

Loomis Sayles Small Cap Value Fund

* With respect to these Funds only, paragraph 3 of the Agreement is revised to provide that Natixis Advisors shall be entitled to reasonable compensation for its services and expenses as Administrator, but Loomis, Sayles & Company, L.P. (“Loomis Sayles), the adviser to the Funds, and not Loomis Sayles Funds I, shall be responsible for payment of such compensation and expenses relating to the Funds, as agreed upon by Loomis Sayles in separate Letter Agreements dated January 3, 2005 and July 1, 2005, respectively.

Loomis Sayles Funds II

Loomis Sayles Mid Cap Growth Fund

Loomis Sayles Growth Fund

Loomis Sayles High Income Fund

Loomis Sayles Investment Grade Bond Fund

Loomis Sayles International Bond Fund

Loomis Sayles Limited Term Government and Agency Fund

Loomis Sayles Disciplined Equity Fund

Loomis Sayles Small Cap Growth Fund

Loomis Sayles Strategic Income Fund

Loomis Sayles Value Fund

Loomis Sayles Global Markets Fund

Hansberger International Series

Hansberger Emerging Markets Fund

Hansberger International Value Fund

Hansberger International Growth Fund

Hansberger International Core Fund

Hansberger All Countries Fund (not operational)

Gateway Trust

Gateway Fund

EX-99.(H)(4)

Exhibit (h)(4)

August 31, 2010

Natixis Cash Management Trust

399 Boylston Street

Boston, MA 02116

Re: Fee Waiver/Expense Reimbursement

Ladies and Gentlemen:

Natixis Asset Management Advisors, L.P. (“Natixis Advisors”) notifies you that it will waive its management fee (and, to the extent necessary, bear other expenses of the Fund listed below) through August 31, 2011 to the extent that total annual fund operating expenses of each class of the Fund, exclusive of acquired fund fees and expenses, brokerage, interest, taxes and organizational and extraordinary expenses such as litigation and indemnification expenses, would exceed the following annual rates:

Name of Fund	Expense Cap
September 1, 2010 through August 31, 2011
Natixis Cash Management Trust-	0.65% for Class A shares
Money Market Series*	0.65% for Class B shares
	0.65% for Class C shares

* The expense caps account for advisory fees payable to Natixis Advisors. Natixis Advisors and Reich & Tang Asset Management, LLC have agreed to share the waiver pursuant to a side letter agreement.

With respect to the Fund, Natixis Advisors shall be permitted to recover operating expenses, except operating expenses that have been waived by Natixis Advisors under the Administrative Services Fee Waiver, it has borne subsequent to the effective date of this agreement (whether through reduction of its management fee or otherwise) in later periods to the extent that the Fund’s total annual fund operating expenses fall below the annual rates set forth above. Provided, however, that the Fund is not obligated to pay any such deferred fees more than one year after the end of the fiscal year in which the fee was deferred.

During the periods covered by this letter agreement, the expense cap arrangement set forth above for the Fund may only be modified by a majority vote of the “non-interested” Trustees of the Trust affected.

For purposes of determining any such waiver or expense reimbursement, expenses of each class of the Fund shall not reflect the application of balance credits made available by the Funds’ custodian or arrangements under which broker-dealers that execute portfolio transactions for the Fund agree to bear some portion of Fund expenses.

We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the above referenced Fund with the Securities and Exchange Commission, in accruing the Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.

Natixis Asset Management Advisors, L.P.
By Natixis Distribution Corporation, its general partner
By:	/s/ Coleen Downs Dinneen
	Coleen Downs Dinneen
Title:	Executive Vice President, General Counsel, Secretary & Clerk

EX-99.(H)(5)

Exhibit (h)(5)

SERVICES AGREEMENT FOR MONEY MARKET STRESS TESTING

This Services Agreement for Money Market Stress Testing is effective as of May 3, 2010 by and between Investor Analytics LLC (“IA”) and Natixis Cash Management Trust – Money Market Series (“Client”).

1. BACKGROUND.

Investor Analytics is a Software-as-a-Service Provider that offers Internet-based reporting of its analyses of financial portfolios. This Agreement relates to (a) the configuration by IA of its money market stress test protocol (the “IA Service”) for use by Client, including its officers, investment adviser and sub-adviser (collectively the Client or “Users”) and (b) use of the IA Service by Users in connection with the management of the Client. In consideration of the mutual covenants contained in this Agreement, IA and Client agree as follows:

2. SERVICES BY IA.

(a) Client Site Configuration. IA will provide to Client access to IA’s Internet site, and provide for Client at such site a password protected web page containing a downloadable PDF report which will be delivered by PDF download of the IA Service (the “Client Site”). The specifications for the Client Site are set forth on Schedule 1 attached hereto, together with the cost, timetable and payment schedule for integrating Client data into and maintaining the Client Site. IA will use all commercially reasonable efforts, subject to Section 11(j), to conform to the timetable. To the extent that Client desires to change any of the Specifications after the date hereof, IA agrees to evaluate its ability to make the requested change, and to prepare an estimate of the anticipated time and cost (if any) of such change. After receiving IA’s estimate of the time and cost for the change, Client will notify IA whether it desires to

proceed with such change. If Client desires to proceed with the change, Schedule 1 will be amended accordingly.

(b) Client Site Maintenance. Once operational, IA will maintain the Client Site for the annual fee set forth on Schedule 1 attached hereto, which fee can be changed from time to time by IA upon 90 days’ prior written notice to Client.

(c) Portfolio Analysis. If requested by Client and agreed to by IA, IA will provide additional specific risk transparency services for an additional fee. The nature of any such services, and the related fees, will be set forth on Schedule 1 attached hereto, as the same may from time to time be amended by the mutual written agreement of the parties. All services listed on Schedule 1 will be bound by this Agreement.

3. ACCESS TO THE CLIENT SITE; DISSEMINATION OF INFORMATION.

(a) Grant of Access. IA hereby grants Client a non-transferable and non-exclusive right for Users to access the Service, subject to Client’s compliance with all terms and conditions of this Agreement.

(b) Responsibility for Users. Client hereby accepts responsibility for the acts and omissions of all of its users.

(c) Ownership. Client acknowledges that the technologies and methodologies of the IA Service and those incorporated into the Client Site have been developed by IA at significant expense, and are proprietary to and owned by IA. Client will not (i) permit any third party, including Client’s customers, access to the Client Site unless expressly called for in Schedule 1 provided for in writing by IA, (ii) utilize the Client Site to provide services to or

for any third party or portfolio other than the Client, or (iii) knowingly damage or compromise IA’s patent, copyright, trademark, trade secret or other proprietary interests in the IA Service, the Client Site, and the technologies embedded therein.

(d) Third Party Information Providers. Client acknowledges that IA obtains certain market and other information from third party providers and the use of such information is limited by the agreements between IA and such information providers. Accordingly, Client must obtain the prior written consent of IA prior to disseminating to any third party, including Client’s customers, any information from the Client Site, or permitting any such party to have direct access to the Client Site. IA may withhold such consent in its sole discretion, and it will do so if the consent of the appropriate information provider cannot be obtained. Notwithstanding the above, IA hereby consents to Client sharing such information with its trustees, officers, investment adviser and sub-adviser.

(e) Input of Portfolio Information. Client will be responsible for the electronic delivery of all portfolio files to IA in a format and delivery method approved by IA. Once obtained and approved, IA will be responsible for the input of all such data.

4. PAYMENT AND TAXES.

(a) Payment. As denoted on Schedule One of this Agreement, IA will bill Client in advance and payment of all fees will be due upon receipt of invoice. Client will be responsible for payment of all state and local sales and use taxes, if any, levied upon the charges payable hereunder.

(b) Breach. In the event Client defaults in the payment of any fee due to IA under this Agreement, and such default is not cured within 10 days after notice thereof is delivered by IA, IA may suspend Client’s password and deny access to the Client Site until such payment is made in full. Suspending Client’s access to the Client Site will be in addition to, and not in lieu of, any other remedy that may be available to IA as a result of such breach.

5. OTHER ACTIVITIES OF IA.

Nothing contained herein will prohibit IA or any member, manager, officer, employee or agent of IA, or any individual

or organization associated or affiliated with any of the foregoing (collectively, “IA Affiliates”), from (i) acting in any capacity, including as a service provider, investment manager or advisor to any individual or organization, (ii) from participating in any entity, including service providers, investment managers or advisor or (iii) from making investments in any companies, including companies which compete with Client.

INDEMNIFICATION.

6. Neither IA nor any of the IA Affiliates will be liable, responsible or accountable in damages or otherwise to Client, any of its members, managers, officers, employees or agents, a portfolio or any owner of an interest in any portfolio (collectively, “Client Affiliates”) for any loss, damage or liability (including tax liabilities) incurred by reason of any investment decision made based upon the IA Service or the Client Site, or any error in judgment or any act or failure to act arising out of the activities of the Client or any of the Client Affiliates (“Indemnified Losses”). Client will indemnify and hold harmless, to the fullest extent permitted by law, IA and the IA Affiliates who are or were a party, or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of Client or any portfolio), by reason of any Indemnified Losses.

7. CONFIDENTIALITY.

(a) “Confidential Information” of either party means any scientific, computer or other technical information, technology, research, design, idea, process, procedure, formula or improvement, or any portion or phase thereof that relates to a system or service similar to the IA Service; information relating to any current or proposed products, services, methods, businesses or business plans, marketing, pricing, distribution and other business strategies comparable to the IA Service; lists of, or any other information relating to, any customers, investors, shareholders, suppliers, dealers, agents or employees and the relationships therewith; the terms of this Agreement, and any financial information (including portfolio holdings) relating to any of the foregoing or to the Client, whether disclosed verbally, visually or in writing.

Page 2 of 6

(b) Exclusions. Confidential Information does not include the information that, as proved by written records:

(i) Public Domain. Is or becomes a part of the public domain through no act or omission on the part of the receiving party and no violation of any obligation of nondisclosure by any third party.

(ii) Independently Developed. Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, as evidenced through written records created in the normal course of the receiving party’s business.

(iii) Third Party Source. Is disclosed to the receiving party through a third party source or series of sources without any violation of nondisclosure with respect to such information by any source(s) in the series.

(iv) Already in Possession. Is rightfully in the possession of the receiving party prior to receipt.

(c) Duties. Both Client and IA will:

(i) Nondisclosure Methods. Use commercially reasonable methods, at least as substantial as the methods it uses to protect its own confidential information of a similar nature, to cause its employees to maintain the confidentiality of the Confidential Information by not copying, publishing, disclosing to third parties (including, without limitation, Client Affiliates) or using the Confidential Information;

(ii) Advise Employees. Advise each employee, officer and owner before receiving direct or indirect access to the Confidential Information of the Company’s obligations regarding the Confidential Information under this Agreement.

(iii) Disclosures to Agents. Client and IA may share Confidential Information with its attorneys, accountants, and financial advisors, and subcontractors who are under an obligation of confidentiality and nondisclosure no less protective of Client’s and IA’s Confidential Information than the terms and conditions of this Agreement. The receiving party assumes all liability and responsibility for such third parties’ and subcontractors’ compliance

with and breach of the terms and conditions of this Agreement as if such third parties’ and subcontractors’ acts and omissions were receiving party’s own.

(d) No Reverse Engineering. Client will not reverse engineer, disassemble, decompile, or otherwise attempt to gain access to any prototypes, software, scripts or other items that embody the IA Service and IA’s Confidential Information.

(e) Unfairness. Neither party will use any Confidential Information to unfairly compete against, or obtain an unfair advantage over, the other party in any commercial activity which may be comparable to the Client Site or the IA Service.

(f) Required Disclosures. In the event any Confidential Information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, or governmental entity having jurisdiction over receiving party, before any such disclosure receiving party will provide notice to the other party reasonably sufficient to allow the other party the opportunity to apply for a protective order or other restriction regarding such disclosure. In the event such Confidential Information is disclosed in such circumstances, such Confidential Information will continue to constitute Confidential Information in all other circumstances pursuant to this Agreement.

8. WARRANTIES AND REMEDIES.

(a) Limited Warranty. IA warrants that the services to be performed by it hereunder will be performed in a good and competent manner in accordance with reasonable and professionally accepted standards. Client’s sole and exclusive remedy for breach by IA of the foregoing warranty will be for IA to promptly re-perform the non-conforming service.

(b) Disclaimer. THE EXPRESS WARRANTIES SET FORTH IN SECTION 8(a) HEREOF IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL

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WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE, AND ANY AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY IA.

9. LIMITATION OF LIABILITIES.

(a) Investment Decisions. IA provides portfolio management support services, including risk analysis, but it does not guarantee results. Client is solely responsible for its investment decisions, and Client agrees that IA will not be responsible to Client or Client Affiliates for any damages or losses incurred with respect to investment or other decisions made while utilizing the IA Service or the Client Site, or other services provided by IA hereunder.

(b) Unavailability. Except as set forth in Section 8(a), IA will not be responsible to Client or Client Affiliates for the inaccuracy or unavailability of any information on the Client Site.

(c) Limited Liability. IA’s total liability arising out of or in any way related to this Agreement or the transactions contemplated hereby will not exceed the total amount paid by Client for access to the Client Site in the 1 year preceding the date the claim arises. If IA’s liability arises out of or is in any way related to a loss or destruction of Client data, Client’s sole and exclusive remedy will be for IA to restore such data from its back-ups.

(d) Limitation on Actions. No action, suit or other proceeding of any kind (including an arbitration proceeding) arising out of or relating to this Agreement may be brought against IA by Client or any other person more than one year after the date of delivery to Client of the product or rendition of the services out of or on which such action, suit or other proceeding arises or is based.

(e) IN NO EVENT WILL IA BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF IA KNEW, OR SHOULD HAVE HAD KNOWN, OF THE POSSIBILITY OF SUCH POTENTIAL DAMAGES.

10. TERM AND TERMINATION.

(a) Term. This Agreement will remain in effect until terminated pursuant to Section 10(b). Unless terminated, this Agreement will automatically renew for 6 month extended terms after the initial term of 9 months.

(b) Termination by IA or Client. Each of IA and Client will have the right to terminate this Agreement:

(i) upon 90 days’ prior written notice; or

(ii) in the event that the other party (A) terminates or suspends its business or (B) becomes insolvent or subject to any bankruptcy or insolvency proceeding under any federal or state statute or to direct control by a trustee, receiver or similar representative.

(c) Effect of Termination. In the event of any termination, Client’s access to the Client Site will be terminated effective on the termination date. If this Agreement is terminated by IA, at any time, or by Client effective any time after the initial term of this Agreement, Client’s obligation for payment hereunder will cease effective as of the termination date and, if Client has previously made payment for services beyond the effective date of termination, IA will refund such prepaid fees to Client pro rata from effective date of termination through the end of the period for which Client previously pre-paid. In the event of any termination by Client effective before the end of the initial term of this Agreement, Client shall not be entitled to any refund of pre-paid fees. Sections 3(b), 3(c), 4, 6, 7, 9, 10(c) and 11. will survive termination of this Agreement indefinitely.

11. MISCELLANEOUS.

(a) Governing Law and Venue. This Agreement will be governed by, construed and enforced in accordance with, the laws of the State of New York, and Client agrees to be subject to the jurisdiction of the courts in the State of New York if a suit is commenced in connection with this Agreement.

(b) Employment Practices. Client agrees not to hire or solicit the employment of, or services from, any employee of IA unless approved in advance by the Chief Executive of IA until a minimum of one year as passed after such employee’s last day of employment with IA.

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(c) Assignment. Neither party may assign its rights or delegate its duties hereunder without the written consent of the other party. The provisions hereof will inure to the benefit of, and will be binding upon, the permitted successors and assigns of the parties.

(d) Notices. All communications permitted or required to be given hereunder will be given in writing and will be mailed by registered or certified mail, postage prepaid, delivered either by hand or by messenger or sent by telex, telecopier, computer mail or other electronic means and addressed as follows:

If to IA:

Investor Analytics LLC

300 Connell Drive, Suite 5300

Berkeley Heights, NJ 07922

Attn: Mr. Damian Handzy

If to Client:

Natixis Cash Management Trust – Money Market Series

399 Boylston Street

Boston, MA 02116

Attn: Mr. Michael Kardok

Any party may change its address for notices by sending a notice of such change as provided in this Section 11(d) but such notice will not be effective until actually received by the party sought to be charged with knowledge thereof. All other notices, when so addressed and mailed, delivered or sent, will be deemed to be given when delivered or sent or two days after mailed.

(e) No Waiver. No delay or omission to exercise any right or remedy accruing to a party will impair any such right or remedy or will be construed to be a waiver of or an acquiescence to any breach hereof or default hereunder or any similar breach or default thereafter occurring.

(f) Injunctive Relief. In the event of a breach or threatened breach by either party of the provisions of Sections 3(c) or 7, the other party will have no adequate remedy at law and, accordingly, in addition to any other remedy which may be available to it at law or in equity, such other party will be entitled to an injunction against such breach or threatened breach.

(g) Severability. If any provision of this Agreement is held unenforceable, in whole or in part such provision will be reformed to the minimum extent necessary to cause such provision to be enforceable while preserving the intent of the parties as expressed in, and the remainder of the provisions and portions thereof will remain in full force and effect.

(h) Headings. The titles of the Sections hereof are inserted for convenience only, and are not to be considered in construing this Agreement.

(i) Counterparts. This Agreement may be executed in one or more counterparts, each of which will constitute a complete and original instrument, but all of which together will constitute one and the same instrument. It will not be necessary when making proof of this Agreement or any counterpart hereof to account for any other counterpart hereof.

(j) Force Majuere. IA will not be responsible for, or deemed to be in default hereunder due to, any delay or failure in performance resulting directly or indirectly from any cause beyond IA’s control, including, but not limited to, labor, material or equipment shortages, delays caused by suppliers or manufacturers, failures in communications or energy, shortages of labor, work stoppages, computer equipment failures or interruptions on the world wide web.

(k) Use of Name / Press Release. Either party has the right, without permission of the other, to list or note said party as a client, business provider and/or business partner in public and private communications and marketing materials (including on websites and at speaking engagements that are not press conferences). Beyond such a listing, any and all public announcements or press releases made by either party which mentions the existence of this Agreement or the other party shall be approved in advance by said party in writing.

(l) Amendment. Neither this Agreement nor any term hereof may be amended, waived, terminated or discharged, except by a written instrument signed by the parties.

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(m) Entire Agreement. This Agreement constitutes the entire, final and complete expression of the understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements and arrangements with respect thereto.

(n) Use of Name. IA hereby agrees that it will not use the name Natixis Asset Management Advisors, L.P., Natixis Cash Management Trust or Natixis Funds except as agreed to in writing by an officer of Client.

(o) Massachusetts Business Trust. Client is a

Massachusetts business trust and notice is hereby given that a copy of the Agreement and Declaration of Trust of Client is on file with the Secretary of the Commonwealth of Massachusetts, and that this Agreement is executed by an officer of the Trust, as an officer and not individually, on behalf of the trustees of the Trust, as trustees and not individually, and that the obligations of this Agreement with respect to the Trust shall by binding upon the assets and properties of the Trust and shall not be binding upon any of the Trustees, officers or shareholders of the Trust individually.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement on behalf of the parties on the date first written above.

AGREED BY:

NATIXIS CASH MANAGEMENT TRUST – Money Market Series		INVESTOR ANALYTICS LLC
By:	/s/ Michael Kardok	By:	/s/ Damian Handzy
Name:	Michael Kardok	Name:	Damian Handzy
Title:	Treasurer	Title:	Chief Executive Officer
Date:	5/3/10	Date:	5/3/10

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EX-99.(J)

Exhibit (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post Effective Amendment No. 49 to the registration statement on Form N- 1A (“Registration Statement”) of our report dated August 26, 2010, relating to the financial statements and financial highlights which appears in the June 30, 2010 Annual Report to the Shareholders of Natixis Cash Management Trust – Money Market Series, the sole series of Natixis Cash Management Trust, which is also incorporated by reference in 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.

PricewaterhouseCoopers LLP

Boston, Massachusetts

August 23, 2010

EX-99.(P)(2)

Exhibit (p)(2)

Code of Ethics

Natixis Asset Management Advisors, L.P.

Natixis Distributors, L.P.

As Amended

January 1, 2010

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Introduction

This is the Code of Ethics (“Code”) of Natixis Asset Management Advisors, L.P. (“NAMA”) and Natixis Distributors, L.P. (“ND”) (the “Firms”).

Statement of General Principles

It is the policy of the Firms that no Supervised Person shall engage in any act, practice, or course of conduct that would violate the Code, the fiduciary duty owed by the Firms’ and their personnel to Clients, any applicable federal securities laws including but not limited to certain sections of and rules promulgated under the Investment Advisers Act of 1940 (as amended; the “Advisers Act”), the Employee Retirement Income Security Act of 1974 (as amended; “ERISA”), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17j-1 thereunder. The fundamental position of the Firms is, and has been, that at all times the interests of their Clients are placed first. Accordingly, Supervised Person’s personal financial transactions (and those of members of their Family/Household) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of the Firms’ position of trust and responsibility.

It is not intended that the policies in this Code will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made by the Compliance Officer in a manner considered fair and equitable, in all cases with the view of placing the Firms Clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions, and limitations of this Code will not automatically insulate a Supervised Person from scrutiny of, and sanctions for, securities transactions that indicate an abuse of the Firms’ fiduciary duty to any of its Clients.

Things You Need to Know to Use This Code

1. Terms - Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code.

2. Purpose of the Code - The policies in this Code reflect the Firms’ desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these. This Code (i) sets forth standards of conduct expected of Supervised Persons (including compliance with the federal securities laws), (ii) is intended to safeguard material nonpublic information about Client transactions, and (iii) requires Access Persons to report personal securities transactions, including transactions in shares of certain investment companies managed by the Firms or any affiliate of any of the Firms (“Covered Funds”). A complete list of Covered Funds is maintained by the Compliance Officer and is posted on the Firms’ Intranet; a printed list is available upon request from the Compliance Officer.

3. Access Persons - All officers, directors, and employees of the Firms are considered Access Persons, except for any director who is not an officer or employee of the Firms and who meets all of the following conditions:

• He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;

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• He or she does not have access to nonpublic information regarding any Clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Covered Fund; and

• He or she is not involved in making securities recommendations to Clients, and does not have access to such recommendations that are nonpublic.

While many officers and employees of the Firms do not have regular access to information regarding the purchase and sale of securities by either Mutual Fund Clients or Separate Account Clients, they may have occasional access to mutual fund or separate account portfolio information that has not been aged 30 days. Therefore, all officers and employees of the Firms have been designated Access Persons.

4. Investment Persons - All Access Persons that Firms have specifically identified by the Compliance Department as having regular or periodic knowledge of material nonpublic information regarding the purchase and sale of securities by Mutual Fund Clients or Separate Account Clients are also considered Investment Persons. A complete list of Investment Persons is maintained by the Compliance Department.

5. Compliance Department and Compliance Officer - This Code is administered by the Compliance Officer and his designee(s). Any significant issues, concerns, or findings identified by the Compliance Officer are reported to the Firm’s Ethics and Supervisory Committee.

The Compliance Officer has the authority to grant written waivers of certain provisions of this Code in appropriate instances. However, some provisions of the Code are mandated by Securities and Exchange Commission (SEC) rules and cannot be waived.

6. Ethics and Supervisory Committee (“Committee”) - The Committee is comprised of certain members of senior management of the Firms. The Committee is charged with ensuring the Code remains reasonably designed to prevent Supervised Persons from engaging in any act, practice, or course of conduct that would violate the fiduciary duty owed to Clients or to the Firms, any applicable federal securities laws including but not limited to certain sections of and rules promulgated under the Investment Advisers Act of 1940 (as amended; the “Advisers Act”), the Employee Retirement Income Security Act of 1974 (as amended; “ERISA”), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17j-1 thereunder. The Committee will review the terms and provisions of this Code at least annually and make amendments as necessary.

The Committee meets quarterly to review any Code violations identified by the Compliance Officer to (i) make a determination of whether they are indeed violations under the Code; (ii) establish the degree of severity the violation represents; and (iii) if necessary mete out disciplinary actions as described in Section E of this Code.

The Compliance Officer will distribute the Code to all Supervised Persons annually and upon any amendment. You are required to acknowledge your receipt and understanding of the Code by submitting a signed Acknowledgement Form to the Compliance Officer annually (see Section F.4. of this Code).

7. Mutual Fund Clients - Includes all investment companies for which NAMA serves as adviser, or for which ND is the Distributor. All investment company Clients are currently considered Mutual Fund Clients.

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8. Separate Account Clients - NAMA markets the investment expertise of its advisory affiliates and other advisory firms to separate account platforms. While NAMA primarily relies on model portfolios provided by affiliates or third party subadvisers to manage Client assets, it normally has investment discretion over Separate Account Client portfolios.

For purposes of this Code of Ethics, Mutual Fund Clients and Separate Account Clients are collectively referred to as Clients.

Specific Requirements of the Code

A. General Rules

It is improper for Supervised Persons to:

• use for his/her own benefit (or the benefit of anyone other than the Clients) information about the trading activity or holdings of Clients or recommendations of the advisers or subadvisers; or

• take advantage of investment opportunities that would otherwise be available for the Clients.

Also, as a matter of business policy, the Firms require that Supervised Persons adhere to a standard of conduct that: (i) reflects the fiduciary obligations of the Firms, including preventing access to material nonpublic information about Clients by Supervised Persons not needing such information to perform their duties; (ii) complies with all securities laws; and (iii) avoids even the appearance that Supervised Persons receive any improper benefit from information about trading activity or holdings of Clients, the advisers or subadvisers, or from our relationships with the brokerage and advisory communities.

The Firms expect all Supervised Persons to comply with the spirit of the Code, as well as the specific rules contained in the Code.

B. Designated Brokerage Requirement

Except as described in paragraphs (i)-(v) below, Access Persons who have personal accounts that hold or can hold Covered Securities or shares of Covered Funds in which they have Beneficial Ownership are required to maintain such accounts at one of the following firms: Charles Schwab, Fidelity Investments, or Merrill Lynch (collectively, the “Designated Brokers”). New Access Persons must initiate movement of existing accounts to a Designated Broker within 30 days of being named an Access Person.

Exemptions to the Designated Brokerage Requirement:

(i) Shares of the Natixis Funds, Loomis Sayles Funds, and Oakmark Funds purchased directly from the Covered Fund if such shares are held with the fund’s transfer agent.

(ii) Shares of Covered Funds purchased through one or more of the Firm’s retirement plans, including the Firms’ 401(k) plan.

(iii) Certain accounts in which the Access Person has Beneficial Ownership, including retirement accounts with an Access Person’s prior employer, retirement accounts of an Access Person’s spouse, and DRIP and ESOP investment programs.

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(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 instances 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 could 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).

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E. Violations and Penalties

The Firms expect all Supervised Persons to comply with the spirit of the Code, as well as the specific rules contained in the Code. Any violations must be reported promptly to the Compliance Officer.

The Firms treat violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firms (through the Ethics and Supervisory Committee) might take a variety of remedial measures. These may include imposing penalties or fines, cutting your compensation, demoting you, requiring disgorgement of trading gains, imposing a ban on your personal trading, suspending or terminating your employment, or reporting the matter to civil or criminal authorities.

Improper trading activity may constitute a violation of this Code. You may also be considered in violation of this Code by failing to promptly report violations to the Compliance Officer, by failing to file required reports in a timely manner, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. You may be considered in violation of this Code even if no harm results from your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Compliance Officer. Do not just guess at the answer, since ignorance of the requirements of the Code or the legal regulations underlying the Code will not serve as an excuse for a violation.

F. Reporting Requirements — Applies to All Access Persons

One of the more important aspects of complying with this Code is understanding which holdings, transactions, and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of members of your Family/Household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand which holdings, transactions, and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Covered Fund, 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.

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NOTE: It is important for new Access Persons to be familiar with the Designated Broker Requirement of this Code; any questions concerning this requirement should be directed to the Compliance Officer.

2. Quarterly Transaction Reports. No later than 15 days after the end of March, June, September, and December each year, you must file with the Compliance Officer a Quarterly Transaction Report. While compliance with this requirement will be monitored, a late report will not be considered a violation of the Code unless it is filed with the Compliance Officer more than 30 days after the end of the quarter.

The Quarterly Transaction Report requires you to report all transactions during the most recent calendar quarter in Covered Securities and Covered Funds (including the date of the transaction, the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount), in which you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to report the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition), the price of the security at which the transaction was effected and the name of the broker, dealer or bank with or through which the transaction was effected.

The Quarterly Transaction Report also requires you to either confirm or amend your complete list of brokers, dealers, and banks in which you or a member of your Family/Household established an account in which any Covered Funds or Covered Securities were held or could have been held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.

3. Annual Holdings Reports. By January 30 of each year, you must file with the Compliance Officer an Annual Holdings Report as of December 31 of the preceding year.

The Annual Holdings Report requires you to list all Covered Securities and Covered Funds (including title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount) in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers, and banks in which you or a member of your Family/Household maintained an account in which any Covered Securities or Covered Funds were held, or could have been held, for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.

The Annual Holdings Report also requires you to confirm that during the prior year, except as otherwise indicated therein, you have complied with all applicable requirements of the Code and have reported all accounts, holdings, and transactions required to be reported under the Code, that you understand that it applies to all members of your Family/Household, that you understand that you have been designated an Access Person, and whether you have been designated an Investment Person under the Code.

4. Annual Acknowledgement. You must acknowledge your receipt and understanding of the Code (and any amendments), along with the Firms’ Statement of Policies and Procedures with Respect to the Flow and Use of Material, Non-Public (Inside) Information, by submitting a signed Acknowledgement Form to the Compliance Officer annually.

5. Duplicate Confirmation Notices and Statements. Any Access Person or member of his or her Family/Household that has a securities account (in which Covered Securities or shares of Covered Funds are held, or could be held) with any broker, dealer, or bank that is subject to an exemption from the Designated Broker Requirement under Sections B. (iii), (iv), or (v) of this Code, or has requested and

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received an exemption from the Compliance Officer, must direct that broker, dealer, or bank to send, directly to the Compliance Officer, contemporaneous duplicate copies of all transaction confirmation notices and statements relating to that account.

NOTE: In certain circumstances Covered Securities may be held in accounts that are exempt from the Designated Brokerage Requirement, but do not have the ability to generate duplicate confirmation notices and statements (i.e. ESOP, DRIP, and 401(k) Plans). In these limited circumstances an Access Person may satisfy his or her reporting requirement by manually completing quarterly transaction reports and submitting a copy of the year-end statements for all such accounts with his or her annual holdings report.

G. Transaction Restrictions

1. Initial Public Offerings and Private Placements. Access Persons may not acquire securities in an Initial Public Offering (“IPO”) or Private Placement unless prior written approval is obtained from the Compliance Officer, and, in the determination of the Compliance Officer, participation does not present a conflict of interest with any Clients or impede the equitable distribution of the offering to the public. Any request for allocation of an IPO or a Private Placement to an Access Person that is in any way connected with his or her position in the Firms will be denied. Further, the Compliance Officer may deny requests for any reason or without providing a reason.

Access Persons must request approval for participation in an IPO or Private Placement by submitting a written request to the Compliance Officer. These requests must include:

• A brief description of the Private Placement or IPO opportunity

• In the case of a Private Placement, the nature of the employee’s participation

• A statement as to how and why the opportunity was offered to the Access Person and other factors relevant, from the perspective of the Firms, to the approval decision (e.g. whether participation in the Private Placement or IPO is connected with the Access Person’s position with the Firms or will result in any conflicts of interest with Client portfolios.)

2. 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.

3. Blackout Period. No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the seven calendar days immediately before or after a calendar day on which any Mutual Fund Client or a Separate Account Client purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Access Person had no actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale for any Mutual Fund Client or Separate Account Client. Note that the total blackout period is 15 days (the day of the Client trade, plus seven days before and seven days after).

The blackout period does not apply to Access Person transactions concurrent with Separate Account Client transactions intended merely to rebalance, liquidate, or open accounts for Separate Account Clients where NAMA acts as the adviser, for the following reasons: NAMA primarily relies on model portfolios supplied by investment advisory affiliates and third party investment advisory firms; due to the

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nature of NAMA’s separate account program, a number of these Separate Account Clients may add or withdraw funds, and open or close accounts, on a daily basis; the trades generated by these activities are unpredictable; they are not caused by a change in the investment opinion of NAMA or any of its subadvisers; they tend to be small in size with little or no market impact; they are of an administrative nature; and if triggering a blackout period, they would likely have the effect of “blacking out” every security traded by Separate Account Clients of NAMA on every trading day. The blackout period does apply, however, to transactions concurrent with Separate Account Client transactions related to implementation of changes to model portfolios or related to changes in the investment opinion of NAMA or any of its subadvisers.

NOTE: All transactions for Access Persons will be compared to transactions executed by NAMA or a subadviser on behalf of Mutual Fund Clients and Separate Account Clients. The fact that the Compliance Officer has precleared a trade does not mean that it is not in violation of the Code. When evaluating a preclearance request, current open orders for Separate Account Clients as well as trades executed on behalf of Separate Account Clients over the previous 7 days are considered. Changes to model portfolios over the subsequent 7 days may create a violation of the blackout period. Due to the nature of NAMA’s advisory activity with respect to Mutual Fund Clients it is impossible to be certain that there are no open orders for a particular security when granting preclearance.

For example if an Access Person executes a trade in a Covered Security for which he or she has received proper preclearance on January 1^st, and a subadviser changes a model portfolio which results in trades in the same Covered Security by Separate Account Clients any time before January 8^th (the remainder of the 15 day blackout period), it may result in a violation of the Code, if the Access Person had knowledge that the Covered Security was being considered for purchase or sale for any Client account.

Trading within the 15-day blackout period is not automatically considered a violation of the Code but is instead subject to the knowledge condition set forth above. The Compliance Officer will monitor personal securities trading activity and if a pattern appears to exist with respect to the trading activity of an Access Person and any Mutual Fund Client and/or Separate Account Client within the 15-day blackout periods, it will be investigated. If it is determined that a violation has occurred, the Firms will generally require any profits from the transactions to be disgorged and donated to charity, and may impose other sanctions as deemed necessary (see Section E of this Code).

4. Preclearance Requirement. Access Persons are required to request and receive preclearance by the Compliance Officer before executing the purchase or sale of Covered Securities. Given the nature of NAMA’s current advisory operations, which include oversight of other investment advisers, approving, and in some cases effecting, transactions for Client accounts, NAMA’s role as an administrator, and ND’s role as a distributor and underwriter, the Firms have incorporated several exemptions to the Preclearance Requirement that you should be familiar with.

a. Preclearance. Unless specifically exempted by this Code, no Access Person shall purchase or sell any Covered Security for his or her own account (or the account of any member of his or her Family/Household) without proper preclearance. Unless specifically noted by the Compliance Officer, 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.

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b. Exemptions. The preclearance requirement does not apply to the following transactions by all Access Persons:

• Transactions in Covered Funds.

• Transactions in accounts for which the Access Person has Beneficial Ownership but no investment influence or control and, if applicable, has been granted an exemption from the Designated Brokerage Requirement by the Compliance Officer.

Additionally, the preclearance requirement does not apply to the following transactions by Access Persons unless he or she has been specifically designated an Investment Person:

• Transactions of 100 shares or less of common or preferred stocks of a class that is publicly traded on a national stock exchange.

• Transactions with an aggregate dollar value (excluding commissions) of $10,000 or less.

c. Process. Access Persons are required to submit a preclearance request to the Compliance Officer and receive written approval for the transaction before executing a trade for a Covered Security transaction requiring preclearance. Trades in Covered Securities cannot be executed until the Compliance Officer provides specific approval. Preclearance will not be granted at any time when there are open orders relating to the implementation of changes to model portfolios in the same Covered Security for Separate Account Clients. Further, preclearance will not be granted for any trades that would violate the blackout period restriction as it applies to personal transactions effected within 7 days after a Separate Account Client trade.

The Firms reserve the right to require any Access Person to preclear exempted transactions at any time and, if requested by the Firms, an Access Person must obtain the approval of the Compliance Officer before buying or selling any security, for such period (which may be indefinite) as the Compliance Officer shall determine.

NOTE: Access Persons should keep a copy of all completed preclearance approvals for a period of at least 12 months. You can get copies of any forms or reporting procedures from the Compliance Officer, or the Firms’ Intranet.

5. 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.

6. Exempt Transactions. The blackout period and preclearance requirements do not apply to Covered Funds and the following categories of transactions in Covered Securities by all Access Persons:

• Transactions in any Covered Security guaranteed by the United States Government.

• Transactions that occur by operation of law or under any other circumstance in which no investment discretion is exercised, and no recommendations are made, by the Access Person or any member of their Family/Household.

• Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of a Covered Security held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

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• Purchases of a Covered Security pursuant to an automatic investment, withdrawal or dividend reinvestment plan.

• Transactions in Exchange Traded Funds (“ETFs”), Exchange Traded Notes (“ETNs”) as well as any related options.

Additionally, the blackout period and preclearance requirements do not apply to the following categories of transactions in Covered Securities by Access Persons unless he or she has been specifically designated an Investment Person:

• Transactions in Covered Securities issued by a company with a market capitalization of at least $10 billion U.S. (or the equivalent in foreign currency).

• Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts, so long as the transactions do not violate Section G.3. of this Code.

NOTE: These transactions are not exempted from the reporting requirements of this Code.

H. Compliance Officer Approval

The Compliance Officer is charged with responsibility for ensuring that all Access Persons adhere to the reporting requirements of this Code of Ethics and that the review requirements of this Code are performed in a prompt manner.

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Definitions

The following terms have special meanings in this Code of Ethics:

• Access Person

• Beneficial Ownership

• Client

• Compliance Officer

• Covered Fund

• Covered Security

• Designated Broker

• Family/Household

• Initial Public Offering

• Investment Person

• Mutual Fund Client

• Private Placement

• Separate Account Client

• Supervised Person

The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as “Beneficial Ownership”) are sometimes used in other contexts, not related to Code of Ethics, where they may have different meanings. For example, “Beneficial Ownership” has a different meaning in this Code of Ethics than it does in the SEC’s rules for proxy statement disclosure of corporate directors’ and officers’ stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT: If you have any doubt or question about whether an investment, account, or person is covered by any of these definitions, ask the Compliance Officer. Do not just guess at the answer.

Access Person means Access Person as defined in Rule 17j-1 under the 1940 Act and/or Rule 204A-1 of the Advisers Act, as those rules are amended from time to time. The elements of these definitions are outlined on page 2 of this Code.

Due to the nature of the Firms’ activities and for the purposes of administering this Code, the Firms have designated all their officers and employees as Access Persons.

The term “Access Person” under this Code and relating to the Firms normally does not include an employee of a company in a control relationship to the Firms, who is not an employee, officer, or director of any of the Firms, where such company is required to have a Code of Ethics containing provisions reasonably necessary to prevent the Access Person from engaging in any act, practice, or course of business prohibited by Rule 17j-1(a) and such employee is required to report his or her transactions to such company. However, in certain instances a person may be an employee of both the Firms and an affiliated adviser, and may be subject to more than one Code of Ethics.

Beneficial Ownership means beneficial ownership as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:

• securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial, or “street name” accounts.

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• securities owned by a member of your Family/Household.

• securities owned by or for a partnership, in which the person is a general partner (whether the ownership is under the name of that partner, another partner, the partnership, or through a nominee, custodial, or “street name” account).

• securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company, or other manager.

• securities in a person’s individual retirement account.

• securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.

• securities owned by a trust of which the person is either a trustee or a beneficiary.

• securities owned by a corporation, partnership, or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity, or through a nominee, custodial, or “street name” account).

• securities that are traded on behalf of an investment club of which an Access Person is a club member or in which a member of their Family/Household is a member.

The above is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.

Client means any individual, entity, or registered investment company for which NAMA serves as adviser or subadviser, or ND serves as distributor. Client information includes information obtained from entities contracted by NAMA as adviser to serve as subadviser for certain Mutual Fund Clients and Separate Account Clients.

Compliance Officer currently means Anthony Loureiro, Senior Vice President, Compliance or another person that he has designated to perform the functions of Compliance Officer. For purposes of reviewing the Compliance Officer’s own transactions and reports under this Code, the functions of the Compliance Officer are performed by Coleen Downs Dinneen, Senior Vice President, General Counsel, or her designee.

Covered Fund means (i) any investment company advised or subadvised (as defined in section 2(a)(20) of the 1940 Act) by NAMA, (ii) mutual funds that are advised by any investment adviser that controls NAMA, is controlled by NAMA or is under common control with NAMA (e.g. Loomis Sayles, Harris Associates, etc.), (iii) mutual funds administered by NAMA, (iv) any investment company distributed by ND. For clarification purposes, Covered Funds include, but are not limited to, the Natixis Funds, the Loomis Sayles Funds, and the Oakmark Funds.

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NOTE: Covered Funds do not include money market funds whether or not NAMA (or any affiliate) serves as the investment adviser or subadviser.

NOTE: A 529 plan invested in underlying mutual funds will not be treated as a Covered Security or as an investment in Covered Funds, so long as the plan is not distributed, advised or subadvised by NAMA, ND or any affiliated firm, and your 529 plan investments are not in any portfolios distributed, advised or subadvised by NAMA, ND or any affiliated firm.

A complete list of Covered Funds may be obtained from the Compliance Officer or on the Firms’ Intranet. The Compliance Officer may either add or remove funds from this list if he determines that there is either a heightened risk of access to portfolio information (in the case of funds that would not be considered Covered Funds under this definition), or no access to portfolio information about a fund (for those funds that would otherwise meet the above criteria of a Covered Fund).

Covered Security means a covered security as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this means anything that is considered a “security” under the Investment Company Act of 1940, except:

• Direct obligations of the U.S. Government.

• Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

• Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds).

NOTE: A 529 plan invested in underlying mutual funds will not be treated as a Covered Security or as an investment in Covered Funds, so long as the plan is not distributed, advised or subadvised by NAMA, ND or any affiliated firm, and your 529 plan investments are not in any portfolios distributed, advised or subadvised by NAMA, ND or any affiliated firm.

Security is a very broad term. It includes most kinds of investment instruments, including things that you might not ordinarily think of as “securities”, such as:

• Options on securities and currencies.

• Investments in all kinds of limited partnerships.

• Investments in foreign unit trusts, closed end funds, and foreign mutual funds.

• Investments in private investment funds, hedge funds, and investment clubs.

If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Compliance Officer.

Designated Broker means Charles Schwab, Fidelity Investments, or Merrill Lynch (collectively, the “Designated Brokers”).

Family/Household means:

• Your spouse or live-in partner who shares your household and combines his or her financial resources in a manner similar to that of married persons (unless he or she does not live in the same household as you and you do not contribute in any way to his or her support).

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• Your children under the age of 18.

• Your children who are 18 or older (if they live in the same household as you or you contribute in any way to their support).

• Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, including adoptive relationships.

• Any individual for whom you are exercising investment control.

NOTE: There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person’s support. Second, members of your Family/Household could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for Client accounts, and must not be allowed to benefit from that information.

Initial Public Offering (“IPO”) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

Investment Persons – Include all Access Persons that have been specifically identified by the Compliance Department as having regular or periodic knowledge of material nonpublic information regarding the purchase and sale of securities by Mutual Fund Clients or Separate Account Clients.

In addition to exposure to Client trading information, an individual may be designated an Investment Person for any reason. A complete list of Investment Persons is maintained by the Compliance Department.

NOTE: All Investment Persons are also Access Persons and must satisfy all applicable Code requirements.

Mutual Fund Client includes all investment companies for which NAMA serves as adviser, or for which ND is the Distributor. All investment company Clients are currently considered Mutual Fund Clients.

Private Placement means an offering of a stock or bond that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or Pursuant to Rule 504, 505, or 506 thereunder.

Separate Account Client includes all separately managed accounts for which NAMA provides investment advisory services.

Although NAMA has the ultimate investment decision-making authority with respect to securities to be purchased or sold, in most cases NAMA generally follows the recommendations implicit in the model portfolios supplied by its subadvisers. While NAMA relies primarily on these model portfolios to manage Client assets, it will retain discretionary authority over Client portfolios. This discretion will be primarily used to execute trades and manage accounts according to specific Client requirements.

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Supervised Person means any partner, officer, director (or other person occupying a similar station or performing similar functions) or employee of a Firm, or other person who provides investment advice on behalf of NAMA and is subject to the supervision and control of NAMA. All Access Persons are also Supervised Persons.

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EX-99.(P)(3)

Exhibit (p)(3)

REICH & TANG ASSET MANAGEMENT, LLC

REICH & TANG DISTRIBUTORS, INC.

REICH & TANG SERVICES, INC.

CODE OF ETHICS AND INSIDER TRADING

POLICIES AND PROCEDURES

(Amended - September 2009)

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 1

Table of Contents

Section I - Overview	3
Section II - Purpose of the Code and Principles of Business Conduct	3
Section III - Persons Covered By the Code	4
Section IV - Accounts Covered by the Code	5
Section V - Securities Covered by the Code	5
Section VI - Prohibited Securities Transactions under the Code	6
Section VII - Outside Affiliations	6
Section VIII - Political Contributions	7
Section IX - Gifts and Entertainment	7
Section X - Pre-Clearance Requirements	7
Section XI - Reporting Requirements	7
Section XII - Reporting of Violations	9
Section XIII - Management Reporting	10
Section XIV - Training/Education	10
Section XV - Sanctions	10
Section XVI - Interpretations and Exceptions	11
Section XVII - Retention of Records	11
Section XVIII - Insider Trading Policy	12
Section XIX - Definitions	17
Section XX - Exhibits	19
Exhibit A - Initial Certification/Holdings Report	20
Exhibit B - Quarterly Transaction Report	21
Exhibit C - Annual Certification/Holdings Report	22
Exhibit D - Trade Pre-Clearance Request	23
Exhibit E - Securities Account Opening Notification	24
Exhibit F - Affirmation of Status as Non-Access Person	25
Exhibit G - Outside Business Activities Disclosure	26
Exhibit H - Political Contributions	28

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 2

This is the Code of Ethics and Insider Trading Policy (the “Code”) of Reich & Tang Asset Management, LLC (“Advisor”, or “RTAM”), Reich & Tang Distributors, Inc. (“RTD”) and Reich & Tang Services, Inc. (“RTS,” and together with RTAM and RTD, the “Firm”).

Section I - Overview

On May 26th 2004, the Securities and Exchange Commission (“SEC”) voted to adopt a new code of ethics rule for registered investment Firms, Rule 204A-1 under the Investment Firms Act of 1940 (the “IAA”) and related amendments to the recordkeeping rules under the IAA, Form ADV, and the code of ethics rule under the Investment Company Act of 1940 (the “ICA”). Rule 204-2 under the IAA, Sections 204A, 204A-1, and 206 of the IAA, and Rule 17j-1 under the ICA require that an investment adviser adopt a written code of ethics containing provisions reasonably necessary to prevent persons covered by the Code from engaging in acts in violation of the above standard and shall use reasonable diligence and institute procedures reasonably necessary, to prevent violations of the Code.

Rule 17j-1 and the federal securities laws make it unlawful for certain persons, including any officer, trustee or director of a registered investment company (RIC) and its investment adviser, in connection with purchase or sale by such person of a Security Held or to be acquired by a RIC or any client.

This Code of Ethics and Insider Trading Policy (the “Code”) has been adopted by the Board of Managers of the Firm to effectuate the purposes and objectives of Sections 204A, 204A-1, and 206 and Rule 204-2 under the IAA, Rule 17j-1 under the ICA, the Insider Trading and Securities Fraud Enforcement Act of 1988 (“ITSFEA”), and in accordance with industry best practices.

This Code is based upon the principle that the Firm’s employees owe a fiduciary duty to, among others, managed account clients, to conduct their affairs, including their personal securities transactions, in such manner to avoid (1) serving their own personal interests ahead of clients; (2) taking inappropriate advantage of their position with the Firm; and (3) any actual or potential conflicts of interest or any abuse of their position of responsibility. In addition, the Firm’s employees are required to comply with applicable provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, the IAA, the ICA, and the Sarbanes Oxley Act and rules thereunder.

Due to the litany of definitions and interpretations contained in these laws, it is imperative that Firm employees also read and acknowledge the Firm’s Compliance Manuals, which contain policies and procedures (including the Code) designed to address pertinent industry regulations. In addition, employees are asked to consult the Chief Compliance Officer or legal counsel before engaging in any activity or planned activity where there exists uncertainty concerning legality.

Section II - Purpose of the Code and Principles of Business Conduct

It is a fundamental principle that the interests of clients are at all times paramount to the interests of any director, officer or employee of any Adviser. Persons covered by this Code must adhere to this general principle and the specific provisions of the Code at all times. Every director, officer, and employee is required to read and understand this document and comply with it to protect and preserve the Firm’s reputation.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 3

Personal investments of all directors, officers and employees of the Firm must be conducted in a manner that avoids actual or potential conflicts of interest with a Firm’s clients. Directors, officers and employees of a Firm shall use their employment status, and any investment opportunities they learn of because of their positions with the Firm, solely for the benefit of clients and in a manner consistent with their fiduciary duties.

No person covered by this Code shall engage in any act, practice, or course of conduct, which would violate the provisions of the federal securities laws. Any violation of the Code, including engaging in a prohibited transaction or failing to file required reports, may result in disciplinary action including, but not limited to, disgorgement of profits, payment of a fine, censure, and, when appropriate, suspension or termination of employment and/or referral to appropriate governmental agencies. Supervised Persons should be aware that they may be held personally liable for any improper or illegal activities committed during the course of their employment, and may be subject to civil penalties such as fines, regulatory sanctions, including suspensions, as well as criminal penalties.

Any questions regarding the Code should be referred to the Chief Compliance Officer. However, while the Chief Compliance Officer is a resource, he or she is not giving legal advice, and authorization for trading through the pre-clearance process does not assure compliance with the totality of the Code. Ultimately, each individual is responsible for his or her compliance with the Code.

Section III - Persons Covered By the Code

The following categories or sub-categories of persons covered under this code have been designed to meet all necessary rule requirements under the IAA, the ICA, and the ITSFEA:

(A) “Supervised Person” includes any:

i. Director, officer, and partner of the Firm (or other persons occupying a similar status or performing similar functions);

ii. Employee of the Firm (including temporary and consulting help); and

iii. Other person who provides advice on behalf of the adviser and/or is subject to the Firm’s supervision and control.

(B) “Access Person” means any Supervised Person who:

i. has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any client account the Firm or its control affiliates manage; or

ii. is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 4

(C) “Investment Person” means any Access Person who:

i. in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities on behalf of a client;

ii. obtains information concerning recommendations made regarding the purchase or sale of securities on behalf of a client;

iii. otherwise exercises Investment Control over client accounts.

The Chief Compliance Officer shall maintain a list of Investment Personnel and the corresponding client accounts over which such Investment Personnel exercise Investment Control.

(D) “Non-Access Person” means any Supervised Person who does not meet either the definition of Access or Investment Person.

Note: Any director, officer or employee of an investment adviser, who would be deemed an Access Person under this Code, who is subject to a code of ethics other than this Code that meets the requirements of Rule 204-2 under the Investment Firms Act of 1940 (the “IAA”), Sections 204A, 204A-1, and 206 of the Firms Act, and Rule 17j-1 under The Investment Company Act of 1940 (the “ICA”) shall be exempt from this Code.

Section IV - Accounts Covered by the Code

The following accounts or situations are covered under the Code:

(A) Beneficial Ownership

All accounts over which an Access or Investment Person has a Beneficial Ownership interest, including but not limited to—Individual, IRA, Joint, UGMA, 529 Plan, and Trust accounts.

(B) Immediate Family

All accounts of immediate (i.e. children or spouse) family household members of an Access or Investment Person—including any relative by blood or marriage living in the employee’s household.

(C) Investment Control

All Accounts over which an Access or Investment Person exercises Investment Control. This includes any arrangement where the Access or Investment Person serves as an agent, executor, trustee or in another similar capacity.

Section V - Securities Covered by the Code

Securities covered under the Code, “Covered Securities”, include any open-end, non-money market mutual fund advised or sub-advised by the Firm (or an affiliate(s), where applicable), and any initial public offerings or private offerings. See RTNET for a current list of affiliated funds.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 5

Section VI - Prohibited Securities Transactions under the Code

(A) No Supervised Person shall engage in any act, practice or course of conduct, which would violate the provisions of this Code.

(B) No Access or Investment Person shall:

• Purchase or sell any security, while possessing material nonpublic information regarding any issuer of the security, until the information becomes public or is no longer material.

• Purchase any Security in an Initial Public Offering or Private Offering, without prior written approval of the Chief Compliance Officer.

Section VII - Outside Affiliations

Supervised Persons are prohibited from engaging in other forms of employment while employed by RTAM.

Supervised Persons are prohibited from serving on a board of directors of any company without written authorization of the Risk Management Committee. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of any client(s).

Volunteer service (without compensation) as a partner, officer, director owner or trustee of a non-profit organization, i.e. Hospital, School or other Social Organization Board, etc. does not require disclosure if there is no relationship to the Firm or its affiliates.

Outside Affiliations permitted under the Code shall be submitted to the Chief Compliance Officer via the form attached hereto as Exhibit G no later than fifteen days (15) from the date of appointment.

Reporting Requirements:

• Report all outside business activities affiliations.

• Use a separate form for each outside business activity/affiliation.

• Complete, sign and date the notification form and provide it to the CCO.

• Retain a copy for your records.

• If you are a FINRA RR, please also provide a copy to your supervisor.

RTAM Compliance Review and Approval:

• The CCO must review and approve in writing the request both prior to your engaging in any reportable outside business activity/affiliation, as well as on an annual basis.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 6

• If you are a FINRA RR, you may also be required to amend your form U-4 to include information related to the activity.

Section VIII - Political Contributions

Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining Firm contracts with government entities (known as “pay to play”). Although political contributions are not prohibited, Supervised Persons must be cognizant of potential conflicts of interest that may exist if the Firm or its employees contribute to the campaigns of any client(s), employees or consultants to the Firm.

On a quarterly basis, all Supervised Persons are required to report any Political Contributions made to individual candidates, city, country, and state governing bodies; and local governments and their electorates to the Chief Compliance Officer via the form attached hereto as Exhibit H no later than fifteen days (15) from the end of the quarter.

Section IX - Gifts and Entertainment

Supervised persons are not permitted to offer, seek or accept any gift, service or other item of more than de minimis value, either directly or indirectly, from any person or entity that does business with or on behalf of the Firm. For the purposes of this provision, the following items are acceptable:

i. An occasional meal;

ii. An occasional ticket to a sporting event, the theater or comparable entertainment;

iii. A gift of fruit or other foods.

Note: As per the FINRA Rule Manual, de minimis value is less than or equal to $100.

Section X - Pre-Clearance Requirements

Supervised persons and any member of their Family/Household must obtain the specific, advance written approval of the CCO (which the CCO may deny for any reason) to purchase an initial public offering (IPO) or a private offering, via the form attached hereto as Exhibit D.

Section XI - Reporting Requirements

(A) Initial and Annual Certification of Compliance with the Code

Upon employment and annually thereafter, each Supervised Person shall certify that he/she has:

(i) read and understand the Code and recognize that they are subject thereto;

(ii) complied with the applicable requirements of the Code; and

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 7

(iii) reported all personal securities transactions required to be reported pursuant to the requirements of the Code.

The certification report shall be made on the form attached as Exhibit A and submitted to the Chief Compliance Officer no later than fifteen (15) days after becoming a Supervised Person and annually on Exhibit C thirty (30) days after calendar year end.

(B) Initial and Annual Disclosure of Holdings and Brokerage Accounts

Upon employment and annually thereafter, each Access or Investment Person is required to submit to the Chief Compliance Officer a report listing all Covered Securities holdings and securities accounts in which the Access or Investment Person has a direct or indirect Beneficial Ownership as defined by the Code (See Section IV - Accounts Covered by the Code).

The certification report shall be made on the form attached as Exhibit A and submitted to the Chief Compliance Officer no later than fifteen (15) days after becoming a Supervised Person and annually on Exhibit C thirty (30) days after calendar year end.

Note: Accounts of Immediate Family Members over which the Access Person exercises Investment Control, but does not have a direct or indirect Beneficial Interest, shall be reported on Exhibit C and on an annual basis thereafter.

(C) Securities Account Opening Notification

Any time an Access or Investment Person or a member of his/her Family/Household opens a new account with a broker, he or she is required to complete the form attached hereto as Exhibit E and return it to the CCO.

(D) Quarterly Personal Transactions

(1) Each Access or Investment Person is required to report all transactions made in Covered Securities during the quarter, and any new securities accounts opened during the period;

Quarterly Trading Disclosures shall be submitted to the Chief Compliance Officer via the form attached hereto as Exhibit B no later than fifteen (15) calendar days after the end of the calendar quarter, including any period in which there were no reportable securities transactions.

Exhibit B shall contain the following information:

i. the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

ii. the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 8

iii. the price of the Covered Security at which the transaction was effected; and

iv. the name of the broker, dealer or bank with or through whom the transaction was effected.

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the Covered Security to which the report relates.

(2) Each Access or Investment Person is required to report any political contributions made during the period. Quarterly Political Contribution Disclosures shall be submitted to the Chief Compliance Officer via the form attached hereto as Exhibit H no later than fifteen (15) calendar days after the end of the calendar quarter.

(D) Outside Affiliations

Outside Affiliations permitted under the Code shall be submitted to the Chief Compliance Officer via the form attached hereto as Exhibit G no later than fifteen days (15) from the date of appointment.

(E) Conflict of Interest

Every Supervised Person shall notify the Chief Compliance Officer of any personal conflict of interest relationship which may involve any client such as the existence of any economic relationship between their transactions and securities held or to be acquired by any client. Such notification shall occur in the pre-clearance process.

The Chief Compliance Officer shall notify each Supervised Person that he or she is subject to these reporting requirements, and shall deliver a copy of this Code to each such person upon request.

Section XII - Reporting of Violations

Each Supervised Person shall promptly report to the Chief Compliance Officer any apparent violations of this Code and its associated policies and procedures.

Any Supervised Person who in good faith reports a violation of this Code (or who, in good faith, reports an event that he or she reasonably believes to be a violation of this Code) shall suffer no 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.

The Chief Compliance Officer shall promptly report to the Risk Management Committee all apparent violations of this Code and its associated policies and procedures.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 9

When the Chief Compliance Officer finds that a transaction otherwise reportable could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of Rule 17j-1, or Rule 204(a)(12) he/she may, in his/her discretion, send a copy of a written memorandum of such finding and the reasons therefore with the reports made pursuant to this Code to the Risk Management Committee, in lieu of reporting the transaction as defined above.

The Risk Management Committee and, where appropriate, the Firm’s Audit Committee shall consider reports made hereunder and shall determine whether or not this Code has been violated and whether the appropriate sanctions, if any, were imposed.

Section XIII - Management Reporting

The Chief Compliance Officer shall prepare and deliver a report relating to this Code to the Firm’s Audit Committee and to any applicable RIC Board of Directors on a Quarterly and Annual Basis. Such report shall:

(a) summarize existing procedures concerning personal investing and any changes in the procedures made during the period year;

(b) identify any violations requiring significant remedial action during the period;

(c) identify any recommended changes in the existing restrictions or procedures based upon past experience under its Code, evolving industry practices or developments in applicable laws or regulations; and

(d) certify that the Firm has adopted procedures reasonably necessary to prevent Supervised Persons from violating the Code.

Section XIV - Training/Education

The Chief Compliance Officer shall be responsible for the training and education of Supervised Persons regarding the Code. Such training shall be provided upon commencement of employment, in conjunction with the delivery of the Code to new hires, continually as questions or revisions to the Code arise, and annually as part of an overall Compliance Department training regimen. All Supervised Persons are required to attend any training sessions or read any applicable materials in relation to the Code.

Section XV - Sanctions

This Code is designed to assure compliance with applicable law and to reinforce Firm’s reputation for integrity in the conduct of its business.

Upon discovering a violation of this Code, sanctions may be imposed as deemed appropriate, including, but not limited to, disgorgement of profits, a letter of censure or suspension or termination of the employment of the violator.

An incidental failure to comply with the Code is not necessarily a violation of law or Firm’s Principles of Business Conduct. Isolated or inadvertent violations of the Code not resulting in a violation of the law will be referred by the Chief Compliance Officer to the Risk Management Committee and disciplinary action commensurate with the violation, if warranted, will be imposed.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 10

Violations of any of the enumerated transactions in Section VI (Prohibited Securities Transactions under the Code) may require the sale of any open positions and disgorgement of any profits realized from the prohibited transaction(s). A pattern of violations that individually do not violate the law or Principles of Business Conduct, but which taken together demonstrate a lack of respect for the Code, may result in disciplinary action, including termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including, but not limited to, termination of employment or referral of the matter to the appropriate regulatory agency for civil or criminal investigation.

Section XVI - Interpretations and Exceptions

The Chief Compliance Officer shall have the right to make final and binding interpretations of the Code and may grant an exception to certain of the above restrictions, as long as no abuse or potential abuse is involved. A memorandum regarding the granting of any such exceptions, and the reasons therefore, shall be retained pursuant to Section XV hereof. Each Access Person must obtain approval from the Chief Compliance Officer before taking any action regarding such an exception.

Interpretative decisions of the Chief Compliance Officer may be appealed to the Risk Management Committee. With respect to any such appeal, the Risk Management Committee shall review the decision of the Chief Compliance Officer and determine whether the Code has been violated and may impose different sanctions.

The Firm’s President, COO or CAO is responsible for reviewing the Chief Compliance Officer’s personal trading reports required under the Code and pre-clearing his/her trades. If the Chief Compliance Officer is in violation of the Code, the Risk Management Committee will impose the appropriate sanction(s).

Section XVII - Retention of Records

This Code, as updated from time to time, acknowledgement of receipt of a copy of this Code by each Supervised Person, a list of all persons required to make reports hereunder from time to time, a copy of each report made by an Access Person hereunder, each memorandum made by the Chief Compliance Officer hereunder and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by a RIC or Firm as required under the Rule for a period of not less than 6 years.

The Chief Compliance Officer will use his or her best efforts to assure that all requests for pre-clearance, all personal Securities transaction reports and all reports of Covered Securities holdings are treated “Personal and Confidential.” However, such documents will be available for inspection by appropriate regulatory agencies, and by other parties within the Firm and its affiliates as are necessary to evaluate compliance with or sanctions under this Code. Documents received from Access Persons who are officers of an applicable RIC or who have day-to-day management responsibilities for a series of a RIC are also available for inspection by the applicable RIC’s Board of Directors.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 11

Section XVIII - Insider Trading Policy

1. Policy Statement on Insider Trading

The Firm prohibits any officer, director, or employee from trading, either personally or on behalf of others, including on behalf of an applicable RIC and managed clients, or recommending securities, while in possession of material, non-public information in violation of applicable laws and regulations. This unlawful conduct is frequently referred to as “insider trading.”

The Firm’s policy extends to external activities and outside duties related to your association with the Firm. Every officer, director, and employee must read and retain this policy statement. Any questions regarding the Firm’s insider trading policy and procedures should be referred to the Chief Compliance Officer.

Adherence to the Firm’s Insider Trading Policy and Procedures is a basic condition of your employment or association with the Firm. Failure to comply with these policies and procedures is ground for disciplinary action, including discharge, by the Firm.

2. Definition of Insider Trading

The term “insider trading” is not defined in the federal securities laws. However, the term insider trading generally is used to refer to the use of material, non-public information to trade in securities (whether or not one is an “insider”) or to communications and recommendations of material, non-public information to others.

The law concerning insider trading is not static. However, the law concerning insider trading generally prohibits:

• trading by an insider, while in possession of material, non-public information;

• trading by a non-insider, while in possession of material, non-public information where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

• communicating material, non-public information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below.

3. Who is an Insider

The concept of “insider” is broad. It includes, at a minimum, officers, directors, and employees of a company.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 12

The concept of insider also includes a “temporary insider.” A person is a “temporary insider” if he or she enters into a special, confidential relationship in the conduct of a company’s affairs and, as a result, is given access to information solely for the company’s purposes. A temporary insider can include, among others, company’s attorneys, accountants, consultants, bank lending officer, and the employees of such organizations.

The Firm itself may become a temporary insider of a company it advises or for which it performs other services. According to the U.S. Supreme Court, an individual could become a temporary insider if the company expects the outsider who becomes a temporary insider to keep the disclosed, non-public information confidential, and the relationship at least implies that the individual has such a duty.

4. What is Material Information

“Material information” generally is defined as (1) information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or (2) information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Information that officers, directors and employees should consider material includes, but is not limited to the following:

• dividend changes, earnings estimates and other similar financial information, such as large or unusual write-offs, write-downs, profits or losses, changes in previously released earnings estimates;

• significant merger or acquisition proposals or other agreements for the sale or purchase of substantial assets;

• major litigation, such as the institution of, or development in, litigation or a regulatory proceeding;

• extraordinary borrowing or other liquidation problems such as defaults under agreements or actions by creditors, customers, or suppliers relating to a company’s credit standing;

• tender offers, which are often material for the party making the tender offer as well as for the issuer of the securities for which the tender offer is made and extraordinary management developments;

• pending discoveries or developments, such as new products, sources of materials, patents, processes, inventions or discoveries of mineral deposits;

• a proposal or agreement concerning a financial restructuring;

• a proposal to issue or redeem securities, or a development with respect to pending issuance or redemption of securities;

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 13

• a significant expansion or contraction of operations;

• new products or discoveries;

• information about major contracts or increases or decreases in orders;

• developments regarding a company’s senior management;

• information about a company received from a director of that company; and

• information regarding a company’s possible noncompliance with various laws.

Additionally, information need not refer to specific aspects of a company’s business to be deemed material information. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the U.S. Supreme Court considered as material, certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

Importantly, this is a non-exhaustive list. Therefore, you should consider all relevant circumstances when determining whether information is material.

5. What is Non-Public Information

Information is non-public until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public (i.e., generally available to the investing public). For example, information found in a report filed with the SEC or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation would be considered public information.

Information received under circumstances indicating that it is not yet in general circulation and which may be attributable, directly or indirectly, to the company or its insiders is likely to be deemed non-public information.

The amount of time required for information to become effectively communicated depends upon many factors. For instance, it may depend upon whether the information appears in widely accessible sources, such as newspapers or on the internet, or whether the information appears in regulatory filings. Information appearing in newspapers or through electronic media, such as the Internet, is more rapidly disseminated than information appearing in regulatory filings.

The complexity of the information is a relevant factor. If the information is more complex and, therefore, more difficult to understand, it may take more time for such information to be widely available to the public. In contrast, if the information is more simple, then it may take less time for such information to be widely available to the public.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 14

Again, you should consider all relevant circumstances when determining whether a sufficient amount of time has passed before the information is widely available.

6. Prohibitions Based upon Material Non-Public Information

If you obtain material non-public information, you may not trade Securities or even recommend related Securities either for your own or accounts in which you have a direct or indirect Beneficial Interest, or any account over which you exercise Investment Control, until you can refer to some public source to show that the information is generally available (that is, available from sources other than insider sources) and that enough time has passed to allow wide dissemination of the information. In addition, any person who passes along material non-public information upon which a transaction is based (tipping) may also be liable. This prohibition on the trading of securities relates to any security. For example, no employee may divulge the current portfolio transactions of any client to anyone unless it is properly within his or her job responsibilities to do so.

You may discuss inside information with other Firm employees only if the discussion of such inside information is necessary for a Firm employee to fulfill her or his job responsibilities.

7. Duties Based upon the Prohibitions on Inside Information

All directors, officers and employees of the Firm, particularly those who have Investment Control over the managed accounts, must take appropriate steps to avoid receiving material non-public information. Receiving such information could impose severe restrictions on one’s ability to perform one’s job responsibilities, particularly in fulfilling your fiduciary obligations to the Firm’s managed account clients.

All employees managing the work of other persons, whether employees, consultants, or temporary employees, who have access to inside information are responsible for ensuring that such persons are aware of this policy.

8. Base for Liability

(a) Fiduciary Duty Theory

In 1980, the U.S. Supreme Court found that there is no general duty to disclose before trading on material, non-public information but that such a duty arises only where there is a fiduciary relationship, that is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material, non-public information or refrain from trading. Chiarella v. U.S., 445 U.S. 22 (1980).

In Dirk v. SEC, 463 U.S. 646 (1983) the U.S. Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can enter into a confidential relationship with the company through which they gain information (i.e. attorneys, accountants) or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 15

However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary but can be a gift, a reputational benefit that will translate into future earnings or even evidence of a relationship that suggests a quid pro quo.

(b) Misappropriation Theory

Another basis for insider trading liability is the “misappropriation” theory where liability is established when trading occurs on material, non-public information that was stolen or misappropriated from any other person. In U.S. v. Carpenter, supra, the U.S. Supreme Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory could be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

9. Penalties for Insider Trading

Penalties for trading on or communicating material, non-public information are severe both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include: civil injunctions, treble damages, disgorgement of profits, imprisonment, fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited and fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Firm. These sanctions include, but are not limited to, dismissal of the employees involved.

10. Procedures to Implement the Firm’s Policy Against Insider Trading

The following procedures have been established to aid the officers, directors, and employees of the Firm in avoiding insider trading and to aid the Firm in preventing, detecting and imposing sanctions against insider trading. Every officer, director, and employee of the Firm must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability, and criminal penalties. If you have any questions about these procedures, you should consult the Chief Compliance Officer.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 16

(a) Identifying Inside Information

Before trading for yourself or others, including investment companies or private accounts managed by a Firm, in the securities of a company about which you may have potential inside information, ask yourself the following two (2) sets of questions:

• Is the information material? (See Section XVII(4)).

• Is the information non-public? (See Section XVII(5)).

If after consideration of the above, you believe that the information is material and nonpublic or if you have questions as to whether the information is material and non-public, you should take the following steps:

After the Chief Compliance Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication or you will be allowed to trade and communicate the information.

(b) Restricting Access to Material, Non-Public Information

Information in your possession that you identify as material and non-public may not be communicated to anyone including persons within the Firm except as provided above. In addition, you should take care that such information is secure. For example, files containing material, non-public information should be sealed; access to computer files containing material, non-public information should be restricted.

(c) Resolving Issues Concerning Insider Trading

If, after consideration of all the above procedures, doubt remains as to whether information is material or non-public or if there is any unresolved question as to the applicability of interpretation of the foregoing procedures or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

Section XIX - Definitions

(A) Beneficial Ownership

Shall be as defined in, and interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder, with specific reference to Exchange Act Rule 16a-1(a)(2).

The determination of Beneficial Ownership is the responsibility of each Access Person. It is a fact-based decision.

Questions regarding Beneficial Ownership should be directed to the Chief Compliance Officer. Because, however, a determination of Beneficial Ownership requires a detailed analysis of personal financial circumstances that are subject to change, the Chief Compliance Officer ordinarily will not advise employees on this definition.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 17

(B) Chief Compliance Officer (CCO)

The CCO of the Firm(s), as designated under SEC Rule 38(a)-1, responsible for administering the Code.

(C) Covered Security

For the purposes of this Code, any open-end, non-money market mutual fund advised or sub-advised by the Firm (or an affiliate(s), where applicable), and any initial public offerings or private offerings.

(D) Disinterested Director

A director of a Firm who is not an “interested person” of a Firm within the meaning of Section 2(a)(19) of the Investment Company Act. Determinations of “Disinterested Director” status shall be made in writing by the Risk Management Committee. Supervised Persons who have “Disinterested Director” status are considered Non-Access Persons under the Code.

(E) Disinterested Fund Director

A Director of a Registered Investment Company (RIC) who is not an “interested person” of the Firm within the meaning of Section 2(a)(19) of the Act. Determinations of “Disinterested Fund Director” status shall be made by RIC counsel with the approval of the Firm’s Board of Managers and notice of such determination shall be provided to the Chief Compliance Officer and the Risk Management Committee.

(F) Immediate Family Member

Shall mean any child, stepchild, grandchild, parent, stepparent grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and shall include adoptive relationships.

(G) Investment Control

Shall mean the direct or indirect power to exercise controlling influence over the investment decisions and securities held by a RIC or managed client account.

(H) Risk Managment Committee

The oversight body responsible for the implementation and enforcement of this Code composed of investment, legal and compliance personnel of the Firm and its affiliates. The Risk Management Committee shall be approved and appointed by the Board of Managers of the Firm.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 18

(I) Limited Offering

Means an offering that is exempt from registration under the Securities Act of 1933, as amended (“Securities Act”) pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act. A Limited Offering includes certain co-operative investments in real estate, co-mingled investments vehicles such as hedge funds and investments in family-owned businesses.

(J) Security

Means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-RIC certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, Fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

Section XX - Exhibits

Exhibit A - Initial Certification/Holdings Report

Exhibit B - Quarterly Transaction Report

Exhibit C - Annual Certification/Holdings Report

Exhibit D - Trade Pre-Clearance Request

Exhibit E - Securities Account Opening Notification

Exhibit F - AfFirmation of Status as Non-Access Person

Exhibit G - Outside Business Activities Disclosure

Exhibit H - Political Contributions Disclosure

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 19

Exhibit A

INITIAL CERTIFICATION AND HOLDINGS DISCLOSURE

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN 15 CALENDAR DAYS AFTER BECOMING AN ACCESS PERSON.

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:

¨ Access Person             ¨        Investment Person            ¨        Non-Access Person

INITIAL HOLDINGS REPORT

¨ NEITHER I, NOR ANY MEMBER OF MY FAMILY/HOUSEHOLD, HAS BENEFICIAL OWNERSHIP IN ANY COVERED SECURITIES (INCLUDING ANY SHARES OF REPORTABLE FUNDS).

¨ THE ATTACHED STATEMENTS/PRINTOUTS REFLECT 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.

BROKERAGE ACCOUNTS

¨ 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 ARE SET FORTH BELOW:

Broker Name Account Title Account # Discretionary

¨ I HAVE IDENTIFIED ALL SECURITIES OBTAINED THROUGH A PRIVATE PLACEMENT OR LIMITED OFFERING.

¨ FOR EACH BROKERAGE ACCOUNT IN WHICH A THIRD PARTY HAS INVESTMENT DISCRETION, I HAVE PROVIDED A COPY OF THE DISCRETIONARY AUTHORIZATION.

Name Signature Date

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 20

EXHIBIT B

QUARTERLY PERSONAL TRADING DISCLOSURE

FOR: ¨ Q1 ¨ Q2 ¨ Q3 ¨ Q4        200          

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN 30 CALENDAR DAYS AFTER QUARTER-END.

¨ THERE ARE NO COVERED SECURITY TRANSACTIONS, COMPLETED IN ACCOUNTS IN WHICH I HAVE A BENEFICIAL INTEREST, TO REPORT FOR THE PERIOD.

¨ THERE ARE NO POLITICAL CONTRIBUTIONS, IN ACCOUNTS IN WHICH I HAVE A BENEFICIAL INTEREST, TO REPORT FOR THE PERIOD (Note: Use EXHIBT H to report Political Contributions).

¨ THE FOLLOWING COVERED SECURITY TRANSACTIONS, WERE COMPLETED IN ACCOUNTS IN WHICH I HAVE A BENEFICIAL INTEREST DURING THE PERIOD.

Security Name	Ticker	T/D	Buy	Sell	Amount	Broker/Acct. #
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨

¨ SEE ATTACHED LIST OF COVERED SECURITY TRANSACTIONS FOR THE PERIOD

REPRESENTATIONS AND WARRANTIES

¨ ALL TRANSACTIONS LISTED WERE SUBMITTED TO THE CCO FOR PRE-CLEARANCE DURING THE PERIOD.

¨ THERE WERE NO BROKERAGE ACCOUNTS, IN WHICH I HAVE BENEFICIAL OWNERSHIP,,OPENED DURING THE PERIOD.

Name Signature Date

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 21

EXHIBIT C

ANNUAL CERTIFICATION AND HOLDINGS DISCLOSURE

NOTE: NOTE: THIS FORM MUST BE COMPLETED BY ALL EMPLOYEES AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN 30 CALENDAR DAYS AFTER YEAR END.

ANNUAL CERTIFICATION

¨ I CONFIRM THAT I HAVE READ AND UNDERSTAND THE CODE AND HAVE COMPLIED WITH ITS REQUIREMENTS DURING THE PAST YEAR. I UNDERSTAND THAT, FOR PURPOSES OF THE CODE, I AM CLASSIFIED AS AN ACCESS PERSON

ANNUAL HOLDINGS REPORT

¨ AS OF DECEMBER 31^ST (“REPORTING DATE”), NEITHER I, NOR ANY MEMBER OF MY FAMILY/HOUSEHOLD, HAS BENEFICIAL OWNERSHIP IN ANY COVERED SECURITIES (INCLUDING ANY SHARES OF REPORTABLE FUNDS) AS DEFINED BY THE CODE.

¨ THE ATTACHED STATEMENTS/PRINTOUTS REFLECT 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.

BROKERAGE ACCOUNTS

¨ 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:

Broker Name Account Title Account # Discretionary

¨ I HAVE IDENTIFIED ALL SECURITIES OBTAINED THROUGH A PRIVATE PLACEMENT OR LIMITED OFFERING.

¨ FOR EACH BROKERAGE ACCOUNT IN WHICH A THIRD PARTY HAS INVESTMENT DISCRETION, I HAVE PROVIDED A COPY OF THE DISCRETIONARY AUTHORIZATION.

GIFTS AND ENTERTAINMENT

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:

Donor Name Date of Receipt Gift Description Value

Name Signature Date

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 22

EXHIBIT D

PERSONAL TRADE PRE-CLEARANCE REQUEST

NOTE: 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

SECURITY NAME	TICKER/ CUSIP	SEC TYPE	BUY	SELL	AMOUNT/ PRINCIPAL	BROKER NAME	ACCOUNT #
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨
			¨	¨

REPRESENTATIONS

a) I do not possess any material non-public information regarding the security or the issuer of the security.

b) I am not aware that any client has an open order to buy or sell the security or an equivalent security.

c) I am not using knowledge of any open, executed, or pending transaction on behalf of any client to profit by the market effect of such client transaction.

d) The security is not being acquired in an initial public offering.

e) The security is not being acquired in a private placement or limited offering. If it is, I have reviewed Section III of the Code and have attached hereto a written explanation of the transaction.

f) Where applicable, the security in question (if being sold for a profit) has been held, directly or indirectly (through any member of my household/family, any account in which I have Beneficial Ownership, or otherwise) a minimum of 30 days.

g) To the best of my knowledge, the proposed transaction fully complies with Code requirements.

h) I understand that pre-clearance is only valid for the day on which it is given and that it may be revoked at any time.

Name Signature Date

COMPLIANCE DEPARTMENT USE ONLY

Approved Y ¨ N¨        PTA Entry Date:               Initials:                Transaction ID:
Name	Signature	Date

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 23

EXHIBIT E

SECURITIES ACCOUNT OPENING NOTIFICATION

THIS FORM MUST BE SUBMITTED TO THE COMPLIANCE DEPARTMENT WHEN YOU OR A MEMBER OF YOUR FAMILY/HOUSEHOLD OPENS A NEW BROKERAGE ACCOUNT

I am notifying the Compliance Department about the following account(s) in which either (i) I have Beneficial Ownership or (ii) a member of my Family/Household has Beneficial Ownership.

# Broker Name Account Name Account # Discretionary

¨ I have provided the Compliance Department with the necessary information that will allow my broker to send RTAM duplicate confirmation statements and periodic reports.

¨ For each brokerage account in which a third party has investment authority, I have provided a copy of the discretionary authorization.

Name Signature Date

Compliance Department Use Only

Approved  Y ¨  N ¨
Name	Signature	Date

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 24

EXHIBIT F

AFFIRMATION OF STATUS AS NON-ACCESS PERSON

By signing below, I affirm that:

I do not have access to nonpublic information regarding the portfolio holdings of any client or Reportable Fund, or the purchase or sale of any Covered Securities on behalf of a client.

I do not recommend, participate in the determination of which recommendation will be made, obtain information concerning recommendations 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 that is with regard to the purchase or sale of Covered Securities by such fund.

I also understand that pre-clearance may be withdrawn and I may be required to reverse a trade and disgorge profits if a client trade in the same security occurs after this pre-clearance is granted.

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 and Exchange-Traded Funds (“ETFs”).

• Shares issued by money market funds.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 25

EXHIBIT G

OUTSIDE BUSINESS ACTIVITIES

INITIAL AND ANNUAL DISCLOSURE AND APPROVAL FORM

Reporting Requirements (please):

• Report all outside business activities affiliations.

• Use a separate form for each outside business activity/affiliation.

• Complete, sign and date this notification form and provide it to the RTAM Chief Compliance Officer.

• If you are registered with FINRA (formerly, the NASD), please also provide a copy to your supervisor.

• Retain a copy for your records.

RTAM Compliance Review and Approval:

• The RTAM Chief Compliance Officer must review and approve the request both prior to your engaging in any outside business activity/affiliation, as well as on an annual basis.

• Prior to engaging in such activities you must receive a written approval from RTAM Compliance to engage in the activity, unless the activity is exclusively charitable, civic, religious or fraternal, is recognized as tax exempt, and is not investment-related. If it meets these criteria, you need only inform the RTAM Compliance of the activity, but need not obtain approval.

• If you are a Registered Representative, you must also receive written approval from RTD Compliance and may also be required to amend your form U-4 to include information related to the activity.

Outside Business Activity Questionnaire

1. Please provide the following information regarding the entity associated with your outside affiliation/business activity:

• Company Name:

• Contact Name:

• Address:

• Phone:

• Email:

2. Is the activity (i) “non-investment-related” and (ii) does it involve an organization that is exclusively charitable, civic, religious or fraternal and is recognized as tax exempt?     Yes  ¨    No  ¨

Note: For purposes of Item 2, “investment-related” means any position in which you assist in the allocation of an endowment or provide any similar type of investment advice.

3. Are you registered with FINRA (formerly the NASD)?    Yes  ¨    No  ¨

4. What is the legal structure of the entity?    ¨  Corporation    ¨  LLC     ¨  LP    ¨  Non-Profit    ¨  Other

5. The Entity is    ¨  Privately Held    ¨  Publicly Held

6. Original date of affiliation with this company/entity.

7. Is the company/entity affiliated with RTAM?    Yes  ¨    No  ¨

8. Is the company/entity a customer of RTAM or RTD?    Yes  ¨    No  ¨

9. Is the company/entity investment-related?    Yes  ¨    No  ¨

For purposes of this question, “investment-related” means any business engaged in providing financial products or services, such as a broker-dealer, investment adviser, hedge fund, financial planner, or any similar business.

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 26

10. Describe the nature of the outside business activity:

11. Do you receive compensation?    Yes  ¨    No  ¨

If yes, please describe the compensation:

12. Please describe your relationship with the company, inclusive of any ownership interest:

13. If you are less than a 100% owner, are any other owners RTAM or RTD customers?    Yes  ¨    No  ¨

14. What are your specific duties or powers?

15. Number of hours devoted to this business on a weekly basis.

16. Number of hours devoted to the activity during RTAM/RTD business hours.

17. Are any other individuals associated with RTAM or RTD affiliated with this business?    Yes  ¨     No  ¨

18. If yes, please list their names and describe their relationship to you.

19. Are you aware of any potential conflict of interest your involvement in the activity may pose with regard to RTAM or RTD?    Yes   ¨    No  ¨ If yes, please explain the potential conflict and how you intend to address it.

20. Please provide any additional information that will assist RTAM/RTD in evaluating this request:

REPRESENTATIONS AND WARRANTIES

I have read and understand RTAM’s and RTD’s shared Code of Ethics and, if registered with FINRA, FINRA Conduct Rule 3030 relating to outside business activities, and I agree to provide RTAM and RTD with prompt written notification for any and all of my outside business activities/affiliations outside of the scope of my position with RTAM and RTD and any changes to the information provided above. Completion of this form does not constitute approval of any outside business activity/affiliation.

Unless I have answered “Yes” to Item 2, I understand that I must receive written approval of the activity from RTAM’s (and, if registered with FINRA, RTD’s) Chief Compliance Officer prior to engaging in any outside business/affiliation.

Name Signature Date

Compliance Department Use Only

Approved  Y ¨  N ¨
Name	Signature	Date

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 27

Compliance Department Internal Use Only Material

Exhibit H

POLITICAL CONTRIBUTION DISCLOSURE

FOR: ¨ Q1 ¨ Q2 ¨ Q3 ¨ Q4         20          

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN 15 CALENDAR DAYS AFTER QUARTER-END.

¨ THERE ARE NO POLITICAL CONTRIBUTIONS TO REPORT FOR THE PERIOD.

¨ THE FOLLOWING POLITICAL CONTRIBUTIONS WERE MADE ON BEHALF OF ACCOUNTS IN WHICH I HAVE A BENEFICIAL INTEREST AND/OR EXERCISE INVESTMENT CONTROL, DURING THE PERIOD.

Political Entity Date Amount Broker/Acct. #

¨ DONEE IS A CLIENT, EMPLOYEE, OR CONSULTANT TO REICH & TANG – Name:

REPRESENTATIONS AND WARRANTIES

¨ NO CONTRIBUTIONS WERE MADE FOR THE PURPOSE OF OBTAINING OR RETAINING FIRMY CONTRACTS WITH GOVERNMENT ENTITIES (KNOWN AS “PAY TO PLAY”).

Name Signature Date

Code of Ethics and Insider Trading Policies and Procedures September 30, 2009 28

EX-99.(Q)(5)

Exhibit (q)(5)

NATIXIS FUNDS TRUST I

NATIXIS FUNDS TRUST II

NATIXIS FUNDS TRUST III

NATIXIS FUNDS TRUST IV

NATIXIS CASH MANAGEMENT TRUST

LOOMIS SAYLES FUNDS I

LOOMIS SAYLES FUNDS II

HANSBERGER INTERNATIONAL SERIES

GATEWAY TRUST

POWER OF ATTORNEY

Effective December 1, 2009, I, the undersigned, hereby constitute John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok, each of them singly, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name 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 I am 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 my name and on my 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 my signature as it may be signed by my said attorneys and any and all registration statements and amendments thereto.

Witness my hand on the 19^th day of November, 2009.

/s/ Erik Sirri

Erik Sirri – Trustee

EX-99.(Q)(6)

Exhibit (q)(6)

NATIXIS FUNDS TRUST I

NATIXIS FUNDS TRUST II

NATIXIS FUNDS TRUST III

NATIXIS FUNDS TRUST IV

NATIXIS CASH MANAGEMENT TRUST

LOOMIS SAYLES FUNDS I

LOOMIS SAYLES FUNDS II

HANSBERGER INTERNATIONAL SERIES

GATEWAY TRUST

POWER OF ATTORNEY

Effective December 1, 2009, I, the undersigned, hereby constitute John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok, each of them singly, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name 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 I am 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 my name and on my 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 my signature as it may be signed by my said attorneys and any and all registration statements and amendments thereto.

Witness my hand on the 24^th day of November, 2009.

/s/ Peter Smail

Peter Smail – Trustee