Natixis Funds Trust II

0001193125-12-518030.txt : 20121228 0001193125-12-518030.hdr.sgml : 20121228 20121228152754 ACCESSION NUMBER: 0001193125-12-518030 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121228 DATE AS OF CHANGE: 20121228 EFFECTIVENESS DATE: 20121228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Natixis Funds Trust II CENTRAL INDEX KEY: 0000052136 IRS NUMBER: 041990692 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-11101 FILM NUMBER: 121290654 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON STREET STREET 2: 12TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 800-283-1155 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET STREET 2: 12TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: IXIS Advisor Funds Trust II DATE OF NAME CHANGE: 20050502 FORMER COMPANY: FORMER CONFORMED NAME: CDC NVEST FUNDS TRUST II DATE OF NAME CHANGE: 20010503 FORMER COMPANY: FORMER CONFORMED NAME: NVEST FUNDS TRUST II DATE OF NAME CHANGE: 20000202

0000052136 S000008033 Harris Associates Large Cap Value Fund

C000021802 Class A NEFOX

C000021803 Class B NEGBX

C000021804 Class C NECOX

C000021805 Class Y NEOYX

0000052136 S000023548 ASG Global Alternatives Fund

C000069269 Class A GAFAX

C000069270 Class C GAFCX

C000069271 Class Y GAFYX

0000052136 S000023783 Vaughan Nelson Value Opportunity Fund

C000069913 Class A VNVAX

C000069914 Class C VNVCX

C000069915 Class Y VNVYX

0000052136 S000026209 ASG Diversifying Strategies Fund

C000078682 Class A DSFAX

C000078683 Class C DSFCX

C000078684 Class Y DSFYX

0000052136 S000029564 ASG Managed Futures Strategy Fund

C000090725 Class A AMFAX

C000090726 Class C ASFCX

C000090727 Class Y ASFYX

0000052136 S000030110 Loomis Sayles Multi-Asset Real Return Fund

C000092471 Class A MARAX

C000092472 Class C MARCX

C000092473 Class Y MARYX

0000052136 S000030600 Loomis Sayles Strategic Alpha Fund

C000094853 Class A LABAX

C000094854 Class C LABCX

C000094855 Class Y LASYX

0000052136 S000034096 ASG Growth Markets Fund

C000105115 Class A AGMAX

C000105116 Class C AGMCX

C000105117 Class Y AGMYX

0000052136 S000034097 Loomis Sayles Senior Floating Rate and Fixed Income Fund

C000105118 Class A LSFAX

C000105119 Class C LSFCX

C000105120 Class Y LSFYX

0000052136 S000036453 Loomis Sayles Capital Income Fund

C000111612 Class A LSCAX

C000111613 Class C LSCCX

C000111614 Class Y LSCYX

0000052136 S000037523 Vaughan Nelson Select Fund

C000115831 Class A VNSAX

C000115832 Class C VNSCX

C000115833 Class Y VNSYX

497 1 d459315d497.htm NATIXIS FUNDS TRUST II Natixis Funds Trust II

NATIXIS FUNDS

Supplement dated December 28, 2012, to the Natixis Funds Statement of Additional Information dated March 30, 2012, as may be revised or supplemented from time to time, for the following funds:


ASG Growth Markets Fund		Loomis Sayles Capital Income Fund
Gateway International Fund		Loomis Sayles Senior Floating Rate and Fixed Income Fund

Effective January 1, 2013, Edmond J. English has been appointed as an Independent Trustee to the Board of Trustees for the Natixis Funds, Loomis Sayles Funds and Hansberger International Series. Accordingly, the following is hereby added to the table located in the sub-section “Trustees and Officers” within the section “Management of the Trusts”:

Name and Year of Birth

Position(s) Held with the
Trust(s), Length of Time
Served and Term of Office¹

Principal Occupation(s)
During Past 5 Years

Number of Portfolios in Fund
Complex Overseen²

and Other Directorships Held
During Past 5 Years

Experience, Qualifications,
Attributes, Skills for Board
Membership

Edmond J. English (1953)

Trustee

Since 2013

Contract Review and Governance Committee

Member

Chief Executive Officer of Bob’s Discount Furniture (retail)

Formerly, Director, BJ’s Wholesale Club (retail); formerly, Director, Citizens Financial Group (bank)

Significant experience on the board of other business organizations (including at a retail company and a bank); executive experience (including at a retail company)

Each Trustee serves until retirement, resignation or removal from the Board of Trustees of the Trusts. The current retirement age is 72. The position of Chairperson of the Board is appointed for a two-year term. Ms. Moose was appointed to serve an additional two-year term as the Chairperson of the Board on November 18, 2011.

The Trustees of the Trusts serve as Trustees of a fund complex that includes all series of the Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV and Gateway Trust (collectively, the “Natixis Funds Trusts”), Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Loomis Sayles Funds Trusts”), and Hansberger International Series (collectively, the “Fund Complex”).

Effective at the close of business on December 31, 2012, Graham T. Allison, Jr. has retired from the Board of Trustees of the Trusts. Accordingly, all references to Mr. Allison are hereby deleted at the close of business on December 31, 2012.

Effective immediately, Daniel M. Cain is deemed an “interested person” of Natixis Funds Trust II. Accordingly, for purposes of Natixis Funds Trust II only, all information pertaining to Mr. Cain is hereby moved from the “Independent Trustees” section to the “Interested Trustees” section of the following tables within the section “Management of the Trusts”:

•

Trustees and Officers

•

Fund Securities Owned by the Trustees

•

Compensation

In addition, the following footnote is added to Mr. Cain’s name where it appears in such tables: “Mr. Cain is deemed an “interested person” of Natixis Funds Trust II because he holds the following position with a firm that has a material business or professional relationship with McDonnell Investment Management, LLC, the subadviser to a series of Natixis Funds Trust II: Chairman, Cain Brothers & Company, Incorporated.”

Effective January 1, 2013, the first paragraph in the sub-section “Leadership and Structure of the Board” within the section “Management of the Trusts” is hereby replaced with the following:

The Board is led by the Chairperson of the Board, who is an Independent Trustee. The Board of Trustees of Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series currently consists of thirteen trustees, ten of whom are Independent Trustees. The Board of Trustees of Natixis Funds Trust II currently consists of thirteen 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. The Audit Committee consists solely of Independent Trustees. These committees meet separately and at times jointly, with the joint meetings intended to educate and involve all Independent Trustees in significant committee-level topics. As well as handling matters directly, the committees raise matters to the Board for consideration. In addition to the oversight performed by the committees and the Board, the Chairperson of the Board and the chairpersons of each committee interact frequently with management regarding topics to be considered at Board and committee meetings as well as items arising between meetings. At least once a year the Board reviews its governance structure. The Board believes its leadership structure is appropriate and effective in that it allows for oversight at the committee or board level, as the case may be, while facilitating communications among the trustees and between the Board and Fund management.

Effective January 1, 2013, Edmond J. English has been appointed as a member of the Contract Review and Governance Committee and Erik R. Sirri has resigned from the Contract Review and Governance Committee and has been appointed as a member of the Audit Committee. Accordingly, the list of the members of the Audit Committee and Contract Review and Governance Committee in the sub-section “Leadership and Structure of the Board” within the section “Management of the Trusts” is hereby replaced with the following:


Audit Committee		Contract Review and Governance Committee
Kenneth A. Drucker – Chairman		Daniel M. Cain – Chairman
Wendell J. Knox		Charles D. Baker
Erik R. Sirri		Edmond J. English
Cynthia L. Walker		Martin T. Meehan
		Peter J. Smail

Effective immediately, the first paragraph in the sub-section “Trustee Fees” within the section “Management of the Trusts” is hereby replaced with the following:

The Trusts pay no compensation to their officers or to Trustees who are employees of Natixis Global Asset Management or its affiliates.

Effective January 1, 2013, the second paragraph in the sub-section “Trustee Fees” within the section “Management of the Trusts” is hereby replaced with the following:

The Chairperson of the Board receives a retainer fee at the annual rate of $285,000. 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 $115,000. 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 $17,500. Each Contract Review and Governance Committee and Audit Committee member is compensated $6,000 for each Committee meeting that he or she attends in person and $3,000 for each committee meeting that he or she attends telephonically. These fees are allocated among the mutual fund portfolios in the Natixis Funds Trusts, Loomis Sayles Funds Trusts, Hansberger International Series and Gateway Trust based on a formula that takes into account, among other factors, the relative net assets of each mutual fund portfolio.

As of December 31, 2011, Mr. English owned shares of Funds overseen by the Board of Trustees for the Natixis Funds, Loomis Sayles Funds and Hansberger International Series. Accordingly, the following is hereby added to the table located in the sub-section “Fund Securities Owned by the Trustees” within the section “Management of the Trusts”:

Independent Trustees

Dollar Range of Fund

Shares¹

Growth Markets

Fund

Senior Floating Rate and Fixed
Income Fund

Aggregate Dollar Range of Fund
Shares in Fund Complex Overseen
by Trustee²

Edmond J. English

A. None

B. $1 – 10,000

C. $10,001 – $50,000

D. $50,001 – $100,000

E. over $100,000

²	The Loomis Sayles Capital Income Fund and the Gateway International Fund commenced operations on March 30, 2012.

NATIXIS FUNDS

Supplement dated December 28, 2012, to the Natixis Funds Statement of Additional Information dated May 1, 2012, as may be revised or supplemented from time to time, for the following funds:


ASG Diversifying Strategies Fund		Gateway Fund
ASG Global Alternatives Fund		Loomis Sayles Strategic Alpha Fund
ASG Managed Futures Strategy Fund		Loomis Sayles Multi-Asset Real Return Fund

Name and Year of Birth

Position(s) Held with the
Trust(s), Length of Time
Served and Term of Office¹

Principal Occupation(s)
During Past 5 Years

Number of Portfolios in
Fund Complex Overseen²

and Other Directorships
Held During Past 5 Years

Experience, Qualifications,
Attributes, Skills for Board
Membership

Edmond J. English (1953)

Trustee

Since 2013

Contract Review and Governance Committee

Member

Chief Executive Officer of Bob’s Discount Furniture (retail)

Formerly, Director, BJ’s Wholesale Club (retail); formerly, Director, Citizens Financial Group (bank)

Significant experience on the board of other business organizations (including at a retail company and a bank); executive experience (including at a retail company)

Each trustee serves until retirement, resignation or removal from the Board of Trustees of the Trusts. The current retirement age is 72. The position of Chairperson of the Board is appointed for a two-year term. Ms. Moose was appointed to serve an additional two-year term as the Chairperson of the Board on November 18, 2011.

The trustees of the Trusts serve as trustees of a fund complex that includes all series of the Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV and Gateway Trust (collectively, the “Natixis Funds Trusts”), Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Loomis Sayles Funds Trusts”), and Hansberger International Series (collectively, the “Fund Complex”).

•

Trustees and Officers

•

Fund Securities Owned by the Trustees

•

Compensation


Audit Committee		Contract Review and Governance Committee
Kenneth A. Drucker – Chairman		Daniel M. Cain – Chairman
Wendell J. Knox		Charles D. Baker
Erik R. Sirri		Edmond J. English
Cynthia L. Walker		Martin T. Meehan
		Peter J. Smail

Effective immediately, the first paragraph in the sub-section “Trustee Fees” within the section “Management of the Trusts” is hereby replaced with the following:

The Trusts pay no compensation to their officers or to Trustees who are employees of Natixis Global Asset Management or its affiliates.

Effective January 1, 2013, the second paragraph in the sub-section “Trustee Fees” within the section “Management of the Trusts” is hereby replaced with the following:

Independent Trustees


Dollar Range of Fund Shares¹		Edmond J. English
Diversifying Strategies Fund		A
Global Alternatives Fund		A
Managed Futures Strategy Fund		A
Strategic Alpha Fund		A
Multi-Asset Real Return Fund		A
Gateway Fund		A
Aggregate Dollar Range of Fund Shares in Fund Complex Overseen by Trustee		E

A. None

B. $1 – 10,000

C. $10,001 – $50,000

D. $50,001 – $100,000

E. over $100,000

NATIXIS FUNDS

Supplement dated December 28, 2012, to the Natixis Funds Statement of Additional Information dated June 29, 2012, as may be revised or supplemented from time to time, for the following funds:

Vaughan Nelson Select Fund

Name and Year of Birth

Position(s) Held with the
Trust(s), Length of Time
Served and Term of Office¹

Principal Occupation(s)
During Past 5 Years

Number of Portfolios in
Fund Complex Overseen²
and Other Directorships
Held During Past 5 Years

Experience,
Qualifications,
Attributes, Skills for
Board Membership

Edmond J. English (1953)

Trustee

Since 2013

Contract Review and Governance Committee

Member

Chief Executive
Officer of Bob’s
Discount Furniture
(retail)

Formerly, Director,
BJ’s Wholesale Club
(retail);
formerly, Director,
Citizens Financial
Group (bank)

Significant
experience on the
board of other
business
organizations
(including at a retail
company and a
bank); executive
experience
(including at a retail
company)

Each trustee serves until retirement, resignation or removal from the Board of Trustees of the Trust. The current retirement age is 72. The position of Chairperson of the Board is appointed for a two-year term. Ms. Moose was appointed to serve an additional two-year term as the Chairperson of the Board on November 18, 2011.

The trustees of the Trust serve as trustees of a fund complex that includes all series of the Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV and Gateway Trust (collectively, the “Natixis Funds Trusts”), Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Loomis Sayles Funds Trusts”), and Hansberger International Series (collectively, the “Fund Complex”).

Effective at the close of business on December 31, 2012, Graham T. Allison, Jr. has retired from the Board of Trustees of the Trust. Accordingly, all references to Mr. Allison are hereby deleted at the close of business on December 31, 2012.

•

Trustees and Officers

•

Fund Securities Owned by the Trustees

•

Compensation

Effective January 1, 2013, the first paragraph in the sub-section “Leadership and Structure of the Board” within the section “Management of the Trust” is hereby replaced with the following:


Audit Committee		Contract Review and Governance Committee
Kenneth A. Drucker – Chairman		Daniel M. Cain – Chairman
Wendell J. Knox		Charles D. Baker
Erik R. Sirri		Edmond J. English
Cynthia L. Walker		Martin T. Meehan
		Peter J. Smail

Effective immediately, the first paragraph in the sub-section “Trustee Fees” within the section “Management of the Trust” is hereby replaced with the following:

The Trust pays no compensation to its officers or to Trustees who are employees of Natixis Global Asset Management or its affiliates.

Effective January 1, 2013, the second paragraph in the sub-section “Trustee Fees” within the section “Management of the Trust” is hereby replaced with the following:

Independent Trustees


Dollar Range of Fund Shares¹		Aggregate Dollar Range of Fund Shares in Fund Complex Overseen by Trustee²
Edmond J. English		E

A. None

B. $1 – 10,000

C. $10,001 – $50,000

D. $50,001 – $100,000

E. over $100,000

²	The Vaughan Nelson Select Fund commenced operations on June 29, 2012.

NATIXIS FUNDS

Supplement dated December 28, 2012, to the Natixis Funds Statement of Additional Information

dated May 1, 2012, as may be revised or supplemented from time to time, for the following funds:


AEW Real Estate Fund		Natixis Oakmark International Fund
CGM Advisor Targeted Equity Fund		Natixis U.S. Multi-Cap Equity Fund
Hansberger International Fund		Vaughan Nelson Small Cap Value Fund
Harris Associates Large Cap Value Fund		Vaughan Nelson Value Opportunity Fund
Natixis Diversified Income Fund

Name and Year of Birth

Position(s) Held

with the Trust(s),

Length of Time

Served and Term

of Office*

Principal
Occupation(s)
During Past 5 Years

Number of
Portfolios in Fund
Complex
Overseen**
and Other
Directorships Held
During Past 5
Years

Experience,
Qualifications,
Attributes, Skills
for Board Membership

Edmond J. English (1953)

Trustee

Since 2013 for

Natixis Funds Trust I,

Natixis Funds Trust II

and Natixis

Funds Trust IV

Contract Review

and Governance

Committee

Member

Chief Executive

Officer of Bob’s

Discount Furniture

(retail)

Formerly, Director,

BJ’s Wholesale

Club (retail);

formerly, Director,

Citizens Financial

Group (bank)

Significant

experience on the

board of other

business

organizations

(including at a retail

company and a

bank); executive

experience

(including at a retail

company)

Each person listed above, except as noted, holds the same position(s) with Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV and Gateway Trust (collectively, the “Natixis Funds Trusts”), Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Loomis Sayles Funds Trusts”) and Hansberger International Series (collectively, the “Fund Complex”). Previous positions during the past five years with the Distributor, NGAM Advisors, or Loomis Sayles are omitted if not materially different from a trustee’s or officer’s current position with such entity.

•

Trustees and Officers

•

Fund Securities Owned by the Trustees

•

Compensation


Audit Committee		Contract Review and Governance Committee
Kenneth A. Drucker – Chairman		Daniel M. Cain – Chairman
Wendell J. Knox		Charles D. Baker
Erik R. Sirri		Edmond J. English
Cynthia L. Walker		Martin T. Meehan
		Peter J. Smail

Effective immediately, the first paragraph in the sub-section “Trustee Fees” within the section “Management of the Trusts” is hereby replaced with the following:

The Trusts pay no compensation to their officers or to Trustees who are employees of Natixis Global Asset Management or its affiliates.

Effective January 1, 2013, the second paragraph in the sub-section “Trustee Fees” within the section “Management of the Trusts” is hereby replaced with the following:

Independent Trustees


Dollar Range of Fund Shares¹		Edmond J. English
Diversified Income Fund		A
Hansberger International Fund		A
Large Cap Value Fund		A
Natixis Oakmark International Fund		A
Real Estate Fund		A
Small Cap Value Fund		A
Targeted Equity Fund		A
U.S. Multi-Cap Equity Fund		A
Value Opportunity Fund		A
Aggregate Dollar Range of Fund Shares in Fund Complex Overseen by Trustee		E


¹ A.	None	D.	$50,001- $100,000
B.	$1- 10,000	E.	over $100,000
C.	$10,001- $50,000