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)  

44

 

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)

 

1 

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.

2 

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

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    A    E

 

1

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

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)   

44

 

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)

 

1 

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.

2 

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

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

   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

 

1 

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

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 Trust”:

 

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)
   44

 

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)

 

1 

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.

2 

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.


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 Trust”:

 

   

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 Trust” 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 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:

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 Trust”:

Independent Trustees

 

Dollar Range of Fund Shares1

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

Edmond J. English

   E
1 

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

  

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 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)

   44

 

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.
** 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.

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

   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