485BXT

Registration Nos. 002-11101

811-00242

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. 190	x

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940	¨
Amendment No. 118	x

(Check appropriate box or boxes.)

NATIXIS FUNDS TRUST II

(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 Dinneen, Esq.

NGAM Distribution, L.P.

399 Boylston Street

Boston, Massachusetts 02116

(Name and Address of Agent for Service)

Copy to:

John M. Loder, Esq.

Ropes & Gray

800 Boylston Street

Boston, Massachusetts 02199

Approximate Date of Public Offering

It is proposed that this filing will become effective (check appropriate box):

¨ Immediately upon filing pursuant to paragraph (b)

x On July 10, 2014 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:

x This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

This Post-Effective Amendment No. 190 to the registration statement on Form N-1A of the Registrant incorporates by reference the following documents that are contained in the Registrant’s Post-Effective Amendment No. 186, which was filed with the Securities and Exchange Commission pursuant to Rule 485(a) under the 1933 Act on April 16, 2014: (i) Class ACY Prospectus of the Seeyond Multi-Asset Allocation Fund, and (ii) Statement of Additional Information of the Seeyond Multi-Asset Allocation Fund.

This Post-Effective Amendment No. 190 is filed to extend the effective date of Post-Effective Amendment No. 186 to July 10, 2014.

Registration Nos. 002-11101

811-00242

NATIXIS FUNDS TRUST II

PART C

OTHER INFORMATION

Item 28. Exhibits

(a)		Articles of Incorporation.
	(1)	Natixis Funds Trust II (“the Registrant”) Fourth Amended and Restated Agreement and Declaration of Trust dated June 2, 2005 (the “Agreement and Declaration”) is incorporated by reference to exhibit (a)(1) to Post-Effective Amendment (“PEA”) No. 128 to the initial registration statement (“Registration Statement”) filed on January 30, 2006.
	(2)	Amendment No. 1 dated June 1, 2007 to the Agreement and Declaration is incorporated by reference to exhibit (a)(2) to PEA No. 132 to the Registration Statement filed on January 28, 2008.
	(3)	Memorandum and Articles of Association of ASG Global Alternatives Cayman Fund Ltd. (the “Global Alternatives Commodity Subsidiary”) dated August 11, 2008 is incorporated by reference to exhibit (a)(3) to PEA No. 138 filed on September 29, 2008.
	(4)	Memorandum and Articles of Association of ASG Diversifying Strategies Cayman Fund Ltd. (the “Diversifying Strategies Commodity Subsidiary”) dated July 2, 2009 is incorporated by reference to exhibit (a)(4) to PEA No. 144 filed on July 31, 2009.
	(5)	Memorandum and Articles of Association of ASG Managed Futures Strategy Cayman Fund Ltd. (the “Managed Futures Strategy Commodity Subsidiary”) dated June 24, 2010 is incorporated by reference to exhibit (a)(5) to PEA No. 150 filed on July 29, 2010.
(b)		By-Laws.
	(1)	The Registrant’s Amended and Restated By-Laws dated September 23, 2008 (the “By-Laws”) are incorporated by reference to exhibit (b)(1) to PEA No. 140 to the Registration Statement filed on December 1, 2008.
(c)		Instruments Defining Rights of Security Holders.
	(1)	Rights of shareholders as described in Article III, Section 6 and Article V of the Registrant’s Agreement and Declaration is incorporated by reference to exhibit (c) to PEA No. 128 to the Registration Statement filed on January 30, 2006.

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(d)			Investment Advisory Contracts.
	(1)	(i)	Advisory Agreement dated October 30, 2000 between the Registrant, on behalf of Natixis Oakmark Fund, and NGAM Advisors, L.P. (“NGAM Advisors”) is incorporated by reference to exhibit (d)(1)(i) to PEA No. 114 to the Registration Statement filed on February 27, 2001.
		(ii)	Advisory Agreement dated September 30, 2008 between the Registrant, on behalf of ASG Global Alternatives Fund, and AlphaSimplex Group, LLC (“AlphaSimplex”) is incorporated by reference to exhibit (d)(1)(iii) to PEA No. 140 to the Registration Statement filed on December 1, 2008.
		(iii)	Addendum dated July 1, 2012 to the Advisory Agreement dated September 30, 2008 between the Registrant, on behalf of ASG Global Alternatives Fund, and AlphaSimplex Group, LLC is incorporated by reference to exhibit (d)(1)(iii) to PEA No. 172 to the Registration Statement filed on January 24, 2013.
		(iv)	Advisory Agreement dated October 31, 2008 between the Registrant, on behalf of Vaughan Nelson Value Opportunity Fund, and NGAM Advisors is incorporated by reference to exhibit (d)(1)(iv) to PEA No. 139 to the Registration Statement filed on October 30, 2008.
		(v)	Advisory Agreement dated November 27, 2008 between the Global Alternatives Commodity Subsidiary and AlphaSimplex is incorporated by reference to exhibit (d)(1)(v) to PEA No. 141 to the Registration Statement filed on April 30, 2009.
		(vi)	Advisory Agreement dated July 21, 2009 between the Registrant, on behalf of ASG Diversifying Strategies Fund, and AlphaSimplex is incorporated by reference to exhibit (d)(1)(vi) to PEA No. 144 filed on July 31, 2009.
		(vii)	Advisory Agreement dated July 21, 2009 between the Diversifying Strategies Commodity Subsidiary and AlphaSimplex is incorporated by reference to exhibit (d)(1)(viii) to PEA No. 144 filed on July 31, 2009.
		(viii)	Advisory Agreement dated July 28, 2010 between the Registrant on behalf of ASG Managed Futures Strategy Fund and AlphaSimplex is incorporated by reference to exhibit (d)(1)(vii) to PEA No. 151 filed on September 29, 2010.
		(ix)	Advisory Agreement dated July 28, 2010 between the Managed Futures Strategy Commodity Subsidiary and AlphaSimplex is incorporated by reference to exhibit (d)(1)(viii) to PEA No. 151 filed on September 29, 2010.
		(x)	Advisory Agreement dated December 14, 2010 between the Registrant on behalf of Loomis Sayles Strategic Alpha Fund (formerly, the Loomis Sayles Absolute Strategies Fund) and Loomis Sayles is incorporated by reference to exhibit (d)(1)(xii) to PEA No. 153 filed on December 14, 2010.

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	(xi)	Advisory Agreement dated September 16, 2011 between the Registrant on behalf of Loomis Sayles Senior Floating Rate and Fixed Income Fund and Loomis Sayles is incorporated by reference to exhibit (d)(1)(xv) to PEA No. 158 as filed on September 29, 2011.
	(xii)	Advisory Agreement dated March 28, 2012 between the Registrant on behalf of Loomis Sayles Capital Income Fund and Loomis Sayles is incorporated by reference to exhibit (d)(1)(xv) to PEA No. 162 to the Registration Statement filed on March 30, 2012.
	(xiii)	Advisory Agreement dated June 29, 2012 between the Registrant, on behalf of Vaughan Nelson Select Fund and NGAM Advisors is incorporated by reference to exhibit (d)(1)(xvi) to PEA No. 167 filed on June 28, 2012.
	(xiv)	Advisory Agreement dated November 16, 2012 between the Registrant, on behalf of McDonnell Intermediate Municipal Bond Fund and NGAM Advisors is incorporated by reference to exhibit (d)(1)(xvii) to PEA No. 170 to the Registration Statement filed on December 28, 2012.
	(xv)	Advisory Agreement dated September 30, 2013 between the Registrant on behalf of ASG Tactical U.S. Market Fund and AlphaSimplex is incorporated by reference to exhibit (d)(1)(xvii) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
	(xvi)	Advisory Agreement dated February 10, 2014 between the Registrant on behalf of Loomis Sayles Emerging Markets Opportunities Fund and Loomis Sayles is incorporated by reference to exhibit (d)(1)(xvi) to PEA No. 182 to the Registration Statement filed on February 7, 2014.
	(xvii)	Advisory Agreement dated July 10, 2014 between the Registrant on behalf of Seeyond Multi-Asset Allocation Fund and Natixis Asset Management U.S., LLC (“Natixis AM US”) is to be filed by amendment.
(2)	(i)	Sub-Advisory Agreement dated October 29, 2002 among the Registrant, on behalf of Natixis Oakmark Fund, NGAM Advisors, and Harris Associates L.P. (“Harris Associates”) is incorporated by reference to exhibit (d)(2)(i) to PEA No. 118 to the Registration Statement filed on February 28, 2003.
	(ii)	Amendment No.1 dated July 1, 2005 to Sub-Advisory Agreement dated October 29, 2002 among the Registrant, on behalf of Natixis Oakmark Fund, NGAM Advisors, and Harris Associates is incorporated by reference to exhibit (d)(2)(ii) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
	(iii)	Sub-Advisory Agreement dated September 30, 2008 among the Registrant, on behalf of ASG Global Alternatives Fund, AlphaSimplex and Reich & Tang Asset Management, LLC (“Reich & Tang”) is incorporated by reference to exhibit (d)(2)(iii) to PEA No. 140 to the Registration Statement filed on December 1, 2008.

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		(iv)	Sub-Advisory Agreement dated October 31, 2008 among the Registrant on behalf of Vaughan Nelson Value Opportunity Fund, NGAM Advisors and Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) is incorporated by reference to exhibit (d)(2)(iv) to PEA No. 139 to the Registration Statement filed on October 30, 2008.
		(v)	Sub-Advisory Agreement dated November 27, 2008 among the Global Alternatives Commodity Subsidiary, AlphaSimplex and Reich & Tang is incorporated by reference to exhibit (d)(2)(v) to PEA No. 141 to the Registration Statement filed on April 30, 2009.
		(vi)	Sub-Advisory Agreement dated July 24, 2009 among the Registrant, on behalf of ASG Diversifying Strategies Fund, AlphaSimplex and Reich & Tang is incorporated by reference to exhibit (d)(2)(vi) to PEA No. 144 filed on July 31, 2009.
		(vii)	Sub-Advisory Agreement dated July 24, 2009 among the Diversifying Strategies Commodity Subsidiary, AlphaSimplex and Reich & Tang is incorporated by reference to exhibit (d)(2)(vii) to PEA No. 144 filed on July 31, 2009.
		(viii)	Sub-Advisory Agreement dated July 28, 2010 among the Registrant, on behalf of ASG Managed Futures Strategy Fund, AlphaSimplex and Reich & Tang is incorporated by reference to exhibit (d)(2)(viii) to PEA No. 151 filed on September 29, 2010.
		(ix)	Sub-Advisory Agreement dated June 29, 2012 among the Registrant, on behalf of Vaughan Nelson Select Fund, NGAM Advisors and Vaughan Nelson is incorporated by reference to exhibit (d)(2)(xi) to PEA No. 167 filed on June 28, 2012.
		(x)	Sub-Advisory Agreement dated January 1, 2013 among the Registrant, on behalf of McDonnell Intermediate Municipal Bond Fund, NGAM Advisors and McDonnell Investment Management, LLC is incorporated by reference to exhibit (d)(2)(xiii) to PEA No. 170 to the Registration Statement filed on December 28, 2012.
		(xi)	Sub-Advisory Agreement dated September 30, 2013 among the Registrant, on behalf of ASG Tactical U.S. Market Fund, AlphaSimplex and Reich & Tang is incorporated by reference to exhibit (d)(2)(xi) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
		(xii)	Sub-Advisory Agreement dated September 30, 2013 among the Registrant, on behalf of ASG Tactical U.S. Market Fund, AlphaSimplex and NGAM Advisors is incorporated by reference to exhibit (d)(2)(xii) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
(e)			Underwriting Contracts.
	(1)		Distribution Agreement dated March 3, 2003 between the Registrant, on behalf of Natixis Oakmark Fund, and NGAM Distribution, L.P. (“NGAM Distribution”) is incorporated by reference to exhibit (e)(1) to PEA No. 119 to the Registration Statement filed on April 29, 2003.

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(2)	Distribution Agreement dated September 30, 2008 between the Registrant, on behalf of ASG Global Alternatives Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(4) to PEA No. 140 to the Registration Statement filed on December 1, 2008.
(3)	Distribution Agreement dated October 31, 2008 between the Registrant, on behalf of Vaughan Nelson Value Opportunity Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(5) to PEA No. 139 to the Registration Statement filed on October 30, 2008.
(4)	Distribution Agreement dated July 27, 2009 between the Registrant, on behalf of ASG Diversifying Strategies Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(5) to PEA No. 144 filed on July 31, 2009.
(5)	Distribution Agreement dated July 28, 2010 between the Registrant, on behalf of ASG Managed Futures Strategy Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(5) to PEA No. 151 filed on September 29, 2010.
(6)	Distribution Agreement dated December 14, 2010 between the Registrant, on behalf of Loomis Sayles Strategic Alpha Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(8) to PEA No. 153 filed on December 14, 2010.
(7)	Distribution Agreement dated September 30, 2011 between the Registrant, on behalf of Loomis Sayles Senior Floating Rate and Fixed Income Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(10) to PEA No. 158 filed on September 29, 2011.
(8)	Distribution Agreement dated March 28, 2012 between the Registrant, on behalf of Loomis Sayles Capital Income Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(10) to PEA No. 162 to the Registration Statement filed on March 30, 2012.
(9)	Distribution Agreement dated June 29, 2012 between the Registrant, on behalf of Vaughan Nelson Select Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(11) to PEA No. 167 filed on June 28, 2012.
(10)	Distribution Agreement dated December 31, 2012 between the Registrant, on behalf of McDonnell Intermediate Municipal Bond Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(12) to PEA No. 170 to the Registration Statement filed on December 28, 2012.
(11)	Distribution Agreement dated September 30, 2013 between the Registrant, on behalf of ASG Tactical U.S. Market Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(12) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
(12)	Distribution Agreement dated February 10, 2014 between the Registrant, on behalf of Loomis Sayles Emerging Markets Opportunities Fund, and NGAM Distribution is incorporated by reference to exhibit (e)(12) to PEA No. 182 to the Registration Statement filed on February 7, 2014.

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	(13)		Distribution Agreement dated July 10, 2014 between the Registrant, on behalf of Seeyond Multi-Asset Allocation Fund and NGAM Distribution is to be filed by amendment.
	(14)		Form of Dealer Agreement used by NGAM Distribution is filed herewith.
(f)			Bonus or Profit Sharing Contracts.
			Not applicable.
(g)			Custodian Agreements.
	(1)		Custodian Contract dated September 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II and State Street Bank and Trust Company (“State Street”) is incorporated by reference to exhibit (g)(1) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
	(2)		Amendment No. 1 dated September 15, 2006 to Master Custody Agreement dated September 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II and State Street is incorporated by reference to exhibit (g)(2) to PEA No. 130 filed on January 26, 2007.
	(3)		Custody Services Agreement dated November 27, 2008 between the Global Alternatives Commodity Subsidiary and State Street is incorporated by reference to exhibit (g)(3) to PEA No. 141 to the Registration Statement filed on April 30, 2009.
	(4)		Custody Services Agreement dated July 27, 2009 between the Diversifying Strategies Commodity Subsidiary and State Street is incorporated by reference to exhibit (g)(4) to PEA No. 144 filed on July 31, 2009.
	(5)		Custody Services Agreement dated July 28, 2010 between the Managed Futures Strategy Commodity Subsidiary and State Street is incorporated by reference to exhibit (g)(5) to PEA No. 151 filed on September 29, 2010.
(h)			Other Material Contracts.
	(1)	(i)	Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II and Boston Financial Data Services, Inc. (“Boston Financial”) is incorporated by reference to exhibit (h)(1)(i) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
		(ii)	Amendment dated October 1, 2008 to the Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series, Gateway Trust and Boston Financial is incorporated by reference to exhibit (h)(1)(iii) to PEA No. 139 to the Registration Statement filed on October 30, 2008.

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	(iii)	Amendment dated October 1, 2011 to the Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust, Hansberger International Series and Boston Financial is incorporated by reference to exhibit (h)(1)(vi) to PEA No. 161 to the Registration Statement filed on February 17, 2012.
	(iv)	Revised Appendix A dated March 30, 2012 to the Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust, Hansberger International Series and Boston Financial is incorporated by reference to exhibit (h)(1)(v) to PEA No. 162 to the Registration Statement filed on March 29, 2012.
	(v)	Amendment dated February 21, 2012 to the Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust, Hansberger International Series and Boston Financial is incorporated by reference to exhibit (h)(1)(vi) to PEA No. 163 to the Registration Statement filed on April 13, 2012.
(2)	(i)	Administrative Services Agreement dated January 3, 2005 between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II and NGAM Advisors is incorporated by reference to exhibit (h)(2) to PEA No. 125 to the Registration Statement filed on January 28, 2005.
	(ii)	First Amendment dated November 1, 2005 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(ii) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
	(iii)	Second Amendment dated January 1, 2006 to Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(iii) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
	(iv)	Third Amendment dated July 1, 2007 to Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(iv) to PEA No. 132 to the Registration Statement filed on January 28, 2008.
	(v)	Fourth Amendment dated September 17, 2007 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(v) to PEA No. 132 to the Registration Statement filed on January 28, 2008.
	(vi)	Fifth Amendment dated February 1, 2008 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(vi) to PEA No. 132 to the Registration Statement filed on January 28, 2008.

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(vii)	Sixth Amendment dated February 19, 2008 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(vii) to PEA No. 134 to the Registration Statement filed on April 29, 2008.
(viii)	Seventh Amendment dated July 1, 2008 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(viii) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
(ix)	Eighth Amendment dated September 29, 2008 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(ix) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
(x)	Ninth Amendment dated October 31, 2008 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(x) to PEA No. 139 to the Registration Statement filed on October 30, 2008.
(xi)	Tenth Amendment dated January 9, 2009 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xi) to PEA No. 141 to the Registration Statement filed on April 30, 2009.
(xii)	Eleventh Amendment dated July 27, 2009 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xii) to PEA No. 144 filed on July 31, 2009.
(xiii)	Twelfth Amendment dated February 25, 2010 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xiii) to PEA No. 146 filed on March 1, 2010.
(xiv)	Thirteenth Amendment dated July 1, 2010 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xiv) to PEA No. 150 filed on July 29, 2010.
(xv)	Fourteenth Amendment dated September 21, 2010 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xv) to PEA No. 151 filed on September 29, 2010.
(xvi)	Fifteenth Amendment dated December 14, 2010 to the Administrative Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xvi) to PEA No. 153 filed on December 14, 2010.
(xvii)	Sixteenth Amendment dated July 1, 2011 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xvii) to PEA No. 157 filed on July 15, 2011.
(xviii)	Seventeenth Amendment dated September 16, 2011 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xviii) to PEA No. 160 filed on September 29, 2011.

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(xix)	Eighteenth Amendment dated March 28, 2012 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xix) to PEA No. 162 filed on March 30, 2012.
(xx)	Nineteenth Amendment dated June 29, 2012 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xx) to PEA No. 167 filed on June 28, 2012.
(xxi)	Twentieth Amendment dated November 16, 2012 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xxi) to PEA No. 170 to the Registration Statement filed on December 28, 2012.
(xxii)	Twenty-First Amendment dated September 26, 2013 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xxii) to PEA No. 182 to the Registration Statement filed on February 7, 2014.
(xxiii)	Twenty-Second Amendment dated February 10, 2014 to the Administrative Services Agreement with NGAM Advisors is incorporated by reference to exhibit (h)(2)(xxiii) to PEA No. 182 to the Registration Statement filed on February 7, 2014.
(xxiv)	Twenty-Third Amendment dated July 10, 2014 to the Administrative Services Agreement with NGAM Advisors is to be filed by amendment.
(xxv)	Administrative Services Agreement dated November 27, 2008 between the Global Alternatives Commodity Subsidiary and NGAM Advisors is incorporated by reference to exhibit (h)(2)(xii) to PEA No. 141 filed on April 30, 2009.
(xxvi)	Sub-Administrative Services Agreement dated January 28, 2009 among the Global Alternatives Commodity Subsidiary, State Street and NGAM Advisors is incorporated by reference to exhibit (h)(2)(xiii) to PEA No. 141 filed on April 30, 2009.
(xxvii)	Administrative Services Agreement dated July 27, 2009 between the Diversifying Strategies Commodity Subsidiary and NGAM Advisors is incorporated by reference to exhibit (h)(2)(xv) to PEA No. 144 filed on July 31, 2009.
(xxviii)	Sub-Administrative Services Agreement dated July 27, 2009 among the Diversifying Strategies Commodity Subsidiary, State Street and NGAM Advisors is incorporated by reference to exhibit (h)(2)(xvi) to PEA No. 144 filed on July 31, 2009.
(xxix)	Administrative Services Agreement dated July 28, 2010 between the Managed Futures Strategy Commodity Subsidiary and NGAM Advisors is incorporated by reference to exhibit (h)(2)(xx) to PEA No. 151 filed on September 29, 2010.

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	(xxx)	Sub-Administrative Services Agreement dated July 28, 2010 among the Managed Futures Strategy Commodity Subsidiary, State Street and NGAM Advisors is incorporated by reference to exhibit (h)(2)(xxi) to PEA No. 151 filed on September 29, 2010.
(3)	(i)	Securities Lending Authorization Agreement dated September 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II and State Street is incorporated by reference to exhibit (h)(3)(i) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
	(ii)	First Amendment dated December 20, 2005 to the Securities Lending Authorization Agreement dated September 1, 2005 with State Street is incorporated by reference to exhibit (h)(3)(ii) to PEA No. 140 to the Registration Statement filed on December 1, 2008.
	(iii)	Second Amendment dated February 29, 2008 to the Securities Lending Authorization Agreement dated September 1, 2005 with State Street is incorporated by reference to exhibit (h)(3)(iii) to PEA No. 140 to the Registration Statement filed on December 1, 2008.
	(iv)	Third Amendment dated January 1, 2011 to Securities Lending Authorization Agreement dated September 1, 2005 with State Street is incorporated by reference to exhibit (h)(3)(iv) to PEA No. 155 to the Registration Statement filed on May 2, 2011.
(4)		AlphaSimplex Fee Waiver/Expense Reimbursement Undertaking dated April 30, 2014 between AlphaSimplex and the Registrant, on behalf of ASG Diversifying Strategies Fund, ASG Global Alternatives Fund, ASG Managed Futures Strategy Fund is incorporated by reference to exhibit (h)(4) to PEA No. 188 to the Registration Statement filed on April 29, 2014.
(5)		NGAM Advisors Fee Waiver/Expense Reimbursement Undertakings dated April 30, 2014 between NGAM Advisors and the Registrant, on behalf of McDonnell Intermediate Municipal Bond Fund, Natixis Oakmark Fund and Vaughan Nelson Value Opportunity Fund is incorporated by reference to exhibit (h)(5) to PEA No. 188 to the Registration Statement filed on April 29, 2014.
(6)		Loomis Sayles Fee Waiver/Expense Reimbursement Undertaking dated April 30, 2014 between Loomis Sayles and the Registrant, on behalf of Loomis Sayles Strategic Alpha Fund is incorporated by reference to exhibit (h)(6) to PEA No. 188 to the Registration Statement filed on April 29, 2014.
(7)		Loomis Sayles Fee Waiver/Expense Reimbursement Undertaking dated March 31, 2014 between Loomis Sayles and the Registrant, on behalf of Loomis Sayles Capital Income Fund and Loomis Sayles Senior Floating Rate and Fixed Income Fund is incorporated by reference to exhibit (h)(7) to PEA No. 186 to the Registration Statement filed on April 16, 2014.

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	(8)	Reliance Agreement for Exchange Privileges dated June 30, 2009 by and among Natixis Funds Trust I, Natixis Funds Trust IV, Gateway Trust, Hansberger International Series, Loomis Sayles Funds I, Loomis Sayles Funds II and the Registrant is incorporated by reference to exhibit (h)(7) to PEA No. 146 filed on March 1, 2010.
	(9)	NGAM Advisors Fee Waiver/Expense Reimbursement Undertaking dated March 31, 2014 between NGAM Advisors and the Registrant, on behalf of Vaughan Nelson Select Fund is incorporated by reference to exhibit (h)(9) to PEA No. 186 to the Registration Statement filed on April 16, 2014.
	(10)	AlphaSimplex Fee Waiver/Expense Reimbursement Undertaking dated September 30, 2013 between AlphaSimplex and the Registrant, on behalf of ASG Tactical U.S. Market Fund is incorporated by reference to exhibit (h)(11) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
	(11)	Loomis Sayles Fee Waiver/Expense Reimbursement Undertaking dated February 10, 2014 between Loomis Sayles and the Registrant, on behalf of Loomis Sayles Emerging Markets Opportunities Fund is incorporated by reference to exhibit (h)(12) to PEA No. 182 to the Registration Statement filed on February 7, 2014.
	(12)	Natixis AM US Fee Waiver/Expense Reimbursement Undertaking dated July 10, 2014 between Natixis AM US and the Registrant, on behalf of Seeyond Multi-Asset Allocation Fund and Natixis AM US is to be filed by amendment.
(i)		Legal Opinion.
	(1)	Opinion and Consent of Counsel dated January 3, 1989 with respect to the Registrant’s Natixis Oakmark Fund and Loomis Sayles Massachusetts Tax Free Income Fund is incorporated by reference to exhibit 10(a) to PEA No. 106 filed on April 18, 1997.
	(2)	Opinion and Consent of Counsel dated September 10, 1993 with respect to offering multiple classes of shares for all series of the Registrant is incorporated by reference to exhibit 10(d) to PEA No. 106 filed on April 18, 1997.
(j)		Other Opinions.
		Not applicable.
(k)		Omitted Financial Statements.
		Not applicable.
(l)		Initial Capital Agreements.
		Not applicable.

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(m)			Rule 12b-1 Plan.
	(1)	(a)	Rule 12b-1 Plan for Class A shares of Natixis Oakmark Fund is incorporated by reference to exhibit (m)(1)(a) to PEA No. 115 to the Registration Statement filed on April 30, 2001.
		(b)	Rule 12b-1 Plan for Class B shares of Natixis Oakmark Fund is incorporated by reference to exhibit (m)(1)(b) to PEA No. 119 to the Registration Statement filed on April 29, 2003.
		(c)	Rule 12b-1 Plan for Class C shares of Natixis Oakmark Fund is incorporated by reference to exhibit (m)(1)(c) to PEA No. 115 to the Registration Statement filed on April 30, 2001.
	(2)	(a)	Rule 12b-1 Plan for Class A shares of ASG Global Alternatives Fund is incorporated by reference to exhibit (m)(3)(a) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
		(b)	Rule 12b-1 Plan for Class C shares of ASG Global Alternatives Fund is incorporated by reference to exhibit (m)(3)(b) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
	(3)	(a)	Rule 12b-1 Plan for Class A shares of Vaughan Nelson Value Opportunity Fund is incorporated by reference to exhibit (m)(4)(a) to PEA No. 139 to the Registration Statement filed on October 30, 2008.
		(b)	Rule 12b-1 Plan for Class C shares of Vaughan Nelson Value Opportunity Fund is incorporated by reference to exhibit (m)(4)(b) to PEA No. 139 to the Registration Statement filed on October 30, 2008.
	(4)	(a)	Rule 12b-1 Plan for Class A shares of ASG Diversifying Strategies Fund is incorporated by reference to exhibit (m)(5)(a) to PEA No. 144 filed on July 31, 2009.
		(b)	Rule 12b-1 Plan for Class C shares of ASG Diversifying Strategies Fund is incorporated by reference to exhibit (m)(5)(b) to PEA No. 144 filed on July 31, 2009.
	(5)	(a)	Rule 12b-1 Plan for Class A shares of ASG Managed Futures Strategy Fund is incorporated by reference to exhibit (m)(5)(a) to PEA No. 150 filed on July 29, 2010.
		(b)	Rule 12b-1 Plan for Class C shares of ASG Managed Futures Strategy Fund is incorporated by reference to exhibit (m)(5)(b) to PEA No. 150 filed on July 29, 2010.
	(6)	(a)	Rule 12b-1 Plan for Class A shares of Loomis Sayles Strategic Alpha Fund is incorporated by reference to exhibit (m)(8)(a) to PEA No. 153 filed on December 14, 2010.
		(b)	Rule 12b-1 Plan for Class C shares of Loomis Sayles Strategic Alpha Fund is incorporated by reference to exhibit (m)(8)(b) to PEA No. 153 filed on December 14, 2010.

12

(7)	(a)	Rule 12b-1 Plan for Class A shares of Loomis Sayles Senior Floating Rate and Fixed Income Fund is incorporated by reference to exhibit (m)(10)(a) to PEA No. 158 filed on September 29, 2011.
	(b)	Rule 12b-1 Plan for Class C shares of Loomis Sayles Senior Floating Rate and Fixed Income Fund is incorporated by reference to exhibit (m)(10)(b) to PEA No. 158 filed on September 29, 2011.
(8)	(a)	Rule 12b-1 Plan for Class A shares of Loomis Sayles Capital Income Fund is incorporated by reference to exhibit (m)(10)(a) to PEA No. 162 filed on March 30, 2012.
	(b)	Rule 12b-1 Plan for Class C shares of Loomis Sayles Capital Income Fund is incorporated by reference to exhibit (m)(10)(b) to PEA No. 162 filed on March 30, 2012.
(9)	(a)	Rule 12b-1 Plan for Class A shares of Vaughan Nelson Select Fund is incorporated by reference to exhibit (m)(11)(a) to PEA No. 167 filed on June 28, 2012.
	(b)	Rule 12b-1 Plan for Class C shares of Vaughan Nelson Select Fund is incorporated by reference to exhibit (m)(11)(b) to PEA No. 167 filed on June 28, 2012.
(10)	(a)	Rule 12b-1 Plan for Class A shares of McDonnell Intermediate Municipal Bond Fund is incorporated by reference to exhibit (m)(12)(a) to PEA No. 170 to the Registration Statement filed on December 28, 2012.
	(b)	Rule 12b-1 Plan for Class C shares of McDonnell Intermediate Municipal Bond Fund is incorporated by reference to exhibit (m)(12)(b) to PEA No. 170 to the Registration Statement filed on December 28, 2012.
(11)	(a)	Rule 12b-1 Plan for Class A shares of ASG Tactical U.S. Market Fund is incorporated by reference to exhibit (m)(12)(a) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
	(b)	Rule 12b-1 Plan for Class C shares of ASG Tactical U.S. Market Fund is incorporated by reference to exhibit (m)(12)(b) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
(12)	(a)	Rule 12b-1 Plan for Class A shares of Loomis Sayles Emerging Markets Opportunities Fund is incorporated by reference to exhibit (m)(12)(a) to PEA No. 182 to the Registration Statement filed on February 7, 2014.
	(b)	Rule 12b-1 Plan for Class C shares of Loomis Sayles Emerging Markets Opportunities Fund is incorporated by reference to exhibit (m)(12)(b) to PEA No. 182 to the Registration Statement filed on February 7, 2014.
(13)	(a)	Rule 12b-1 Plan for Class A shares of Seeyond Multi-Asset Allocation Fund is to be filed by amendment.
	(b)	Rule 12b-1 Plan for Class C shares of Seeyond Multi-Asset Allocation Fund is to be filed by amendment.

13

(n)		Rule 18f-3 Plan.
		The Registrant’s Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 (the “1940 Act”) effective November 16, 2012 is incorporated by reference to exhibit (n) to PEA No. 170 to the Registration Statement filed on December 28, 2012.
(p)		Code of Ethics.
	(1)	Code of Ethics dated September 14, 2007 for The Registrant is incorporated by reference to exhibit (p)(1) to PEA No. 132 to the Registration Statement filed on January 28, 2008.
	(2)	Code of Ethics dated October 1, 2007 as amended January 1, 2010 for NGAM Advisors and NGAM Distribution is incorporated by reference to exhibit (p)(2) to PEA No. 147 to the Registration Statement filed on April 30, 2010.
	(3)	Code of Ethics dated September 30, 2005 as amended April 8, 2013 of Harris Associates is incorporated by reference to exhibit (p)(3) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
	(4)	Code of Ethics revised as of July 30, 2010 for AlphaSimplex is incorporated by reference to exhibit (p)(4) to PEA No. 155 filed on May 2, 2011.
	(5)	Code of Ethics dated February 1, 2008 as amended September 2012 for Reich & Tang is incorporated by reference to exhibit (p)(5) to PEA No. 174 filed on March 28, 2013.
	(6)	Code of Ethics dated May 20, 2008 as amended March 11, 2014 of Vaughan Nelson is filed herewith.
	(7)	Code of Ethics dated January 14, 2000 as amended October 16, 2013 for Loomis Sayles is incorporated by reference to exhibit (p)(7) to PEA No. 185 filed on March 28, 2014.
	(8)	Code of Ethics dated June 1, 2011 as amended June 24, 2013 for McDonnell is incorporated by reference to exhibit (p)(8) to PEA No. 179 to the Registration Statement filed on September 26, 2013.
	(9)	Code of Ethics dated June 17, 2014 for Natixis AM US is to be filed by amendment.

14

(q)		Powers of Attorney.
	(1)	Powers of Attorney for John T. Hailer, 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 are incorporated by reference to exhibit (q) to PEA No. 124 to the Registration Statement filed on December 2, 2004.
	(2)	Power 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. 128 to the Registration Statement filed on January 30, 2006.
	(3)	Power of Attorney for Kenneth A. Drucker dated June 17, 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. 136 to the registration Statement filed on July 17, 2008.
	(4)	Power of Attorney for Wendell J. Knox dated June 4, 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. 143 to the Registration Statement filed on July 15, 2009.
	(5)	Power of Attorney for Erik Sirri dated November 19, 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)(5) to PEA No. 146 to the Registration Statement filed on March 1, 2010.
	(6)	Power of Attorney for Peter Smail dated November 24, 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)(6) to PEA No. 146 to the Registration Statement filed on March 1, 2010.
	(7)	Power of Attorney for David L. Giunta dated January 3, 2011, effective January 1, 2011, 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)(8) to PEA No. 154 filed on February 25, 2011.
	(8)	Power of Attorney for Martin T. Meehan dated July 1, 2012, 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)(9) to PEA No. 169 to the registration Statement filed on October 17, 2012.
	(9)	Power of Attorney for Edmond J. English dated December 28, 2012, 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 (1) to PEA No. 171 to the registration Statement filed on January 18, 2013.

15

Item 29. Persons Controlled by or under Common Control with the Registrant.

The Registrant is not aware of any person controlled or under common control with any of its series. As of June 2, 2014, the persons listed below owned 25% or more of the outstanding voting securities of one or more series of the Registrant and thus may be deemed to “control” the series within the meaning of Section 2(a)(9) of the 1940 Act:

Fund	Shareholder and Address	Percentage of shares held
ASG Global Alternatives Fund	Wells Fargo Bank NA Minneapolis, MN 55480-1533		34.08	%
ASG Managed Futures Strategy Fund	Charles Schwab & Co., Inc. San Francisco, CA 94104-4151		40.90	%
ASG Tactical U.S. Market Fund	LPL Financial San Diego, CA 92121-1968		53.56	%
	Natixis Global Asset Management, L.P. Boston, MA 02116-3368		42.39	%
Loomis Sayles Capital Income Fund	Charles Schwab & Co., Inc. San Francisco, CA 94104-4151		30.46	%
	Dingle & Co Detroit, MI		26.41	%
Loomis Sayles Emerging Markets Opportunities Fund	Natixis Global Asset Management, L.P. Boston, MA 02116-3368		96.07	%
McDonnell International Municipal Bond Fund	Natixis Global Asset Management, L.P. Boston, MA 02116-3368		75.87	%
Vaughan Nelson Select Fund	Charles Schwab & Co., Inc. San Francisco, CA 94104-4151		33.20	%

16

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. 140 to the Registration Statement filed on December 1, 2008.

The Distribution Agreements, 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.

The 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.

17

Item 31. Business and Other Connections of Investment Adviser.

(a) NGAM Advisors, a wholly-owned subsidiary of Natixis Global Asset Management, L.P., serves as investment adviser to Natixis Oakmark Fund, McDonnell Intermediate Municipal Bond Fund, Vaughan Nelson Value Opportunity Fund and Vaughan Nelson Select Fund and subadviser (through its Division Active Investment Advisors) to ASG Tactical U.S. Market Fund. NGAM Advisors was organized in 1995.

The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of NGAM Advisors during the past two years is incorporated by reference to schedules A, C and D of Form ADV filed by NGAM Advisors pursuant to the Investment Advisers Act of 1940, as amended, (the “Advisers Act”) (SEC file No. 801-48408; IARD/CRD No. 106800).

(b) Harris Associates serves as a subadviser to the Registrant’s Natixis Oakmark Fund. Harris Associates serves as investment adviser to mutual funds, individuals, trusts, retirement plans, endowments and foundations, and manages several private partnerships, and is a registered commodity trading adviser and commodity pool operator.

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 Harris Associates during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by Harris Associates pursuant to the Advisers Act (SEC File No. 801-50333; IARD/CRD No. 106960).

(c) Reich & Tang, a subsidiary of Natixis Global Asset Management, L.P., serves as the subadviser to ASG Diversifying Strategies Fund, ASG Global Alternatives Fund, ASG Managed Futures Strategy Fund and ASG Tactical U.S. Market Fund and currently is manager or subadviser of 13 registered investment companies, of which it acts as administrator for 10, and advises pension trusts, profit sharing trusts and endowments.

The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Reich & Tang during the past two years is incorporated herein by reference to schedules A, B and D of Form ADV filed by Reich & Tang pursuant to the Advisers Act (SEC file No. 801-47230, IARD/CRD No. 106186).

(d) AlphaSimplex, a subsidiary of Natixis Global Asset Management, L.P., serves as the investment adviser to ASG Diversifying Strategies Fund, ASG Global Alternatives Fund, ASG Managed Futures Strategy Fund and ASG Tactical U.S. Market Fund and currently is manager or subadviser of additional registered investment companies and privately-offered funds.

The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of AlphaSimplex during the past two years is incorporated herein by reference to schedules A, B and D of Form ADV filed by AlphaSimplex pursuant to the Advisers Act (SEC file No. 801-62448, IARD/CRD No. 128356).

18

(e) Vaughan Nelson, a subsidiary of Natixis Global Asset Management, L.P., serves as subadviser to the Registrant’s Vaughan Nelson Value Opportunity Fund and Vaughan Nelson Select Fund and provides investment advice to a number of other registered investment companies and to other organizations and individuals.

The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Vaughan Nelson during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by Vaughan Nelson pursuant to the Advisers Act (SEC file No. 801-51795, IARD/CRD No. 106975).

(f) Loomis Sayles, a subsidiary of Natixis Global Asset Management, L.P., serves as adviser to the Registrant’s Loomis Sayles Capital Income Fund, Loomis Sayles Emerging Markets Opportunities Fund, Loomis Sayles Senior Floating Rate and Fixed Income Fund and Loomis Sayles Strategic Alpha Fund and provides investment advice to a number of other registered investment companies and to other organizations and individuals.

The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Loomis Sayles during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by Loomis Sayles pursuant to the Advisers Act (SEC file No. 801-170; IARD/CRD No. 105377).

(g) McDonnell serves as subadviser to the Registrant’s McDonnell Intermediate Municipal Bond Fund and provides investment advice to a number of other registered investment companies and to other organizations and individuals.

The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of McDonnell during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by McDonnell pursuant to the Advisers Act (SEC file No. 801-60399; IARD/CRD No. 113878).

(h) Natixis AM US, a subsidiary of Natixis Asset Management, serves as the investment adviser to Seeyond Multi-Asset Allocation Fund and provides investment advice to a number of other organizations and individuals.

The list required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Natixis AM US during the past two years is incorporated herein by reference to schedules A, C, and D of Form ADV filed by Natixis AM US pursuant to the Advisors Act (SEC file No. 801-79804; IARD/ CRD no. 171003).

19

Item 32. Principal Underwriters.

(a) NGAM Distribution, L.P., the Registrant’s principal underwriter, also serves as principal underwriter for:

Natixis Funds Trust I

Natixis Funds Trust IV

Loomis Sayles Funds I

Loomis Sayles Funds II

Gateway Trust

Hansberger International Series

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

Name	Positions and Offices with Principal Underwriter	Positions and Offices with The Registrant
NGAM 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 Kardok	Senior Vice President	Treasurer, Principal Financial and Accounting Officer
Beatriz Pina Smith	Executive Vice President, Treasurer and Chief Financial Officer	None
Anthony Loureiro	Senior Vice President, Chief Compliance Officer-Broker/Dealer and Anti-Money Laundering Compliance Officer	None
Marilyn Rosh	Senior Vice President and Controller	None
Josh Bogen	Executive Vice President	None
Matthew Coldren	Executive Vice President	None
Mark Doyle	Executive Vice President	None
Ed Farrington	Executive Vice President	None
Robert Hussey	Executive Vice President	None

20

Name	Positions and Offices with Principal Underwriter	Positions and Offices with The Registrant
Dan Santaniello	Executive Vice President	None
Sharon Wratchford	Executive Vice President	None
Paul Anderson	Senior Vice President	None
John Bearce	Senior Vice President	None
Warren Besser	Senior Vice President	None
William Butcher	Senior Vice President	None
Spiro Christopulos	Senior Vice President	None
Claudine Ciccia	Senior Vice President	None
James Cove	Senior Vice President	None
Joe Duffey	Senior Vice President	None
Dineen Dusablon	Senior Vice President	None
Tracy Fagan	Senior Vice President	None
Kevin Finney	Senior Vice President	None
Tracey Flaherty	Senior Vice President	None
Sean Foley	Senior Vice President	None
Alaina Giampapa	Senior Vice President	None
David Goodsell	Senior Vice President	None
Marina Gross	Senior Vice President	None
Tom Huddleston	Senior Vice President	None
Christopher Hunter	Senior Vice President	None
Sean Kane	Senior Vice President	None
Jeff Keselman	Senior Vice President	None
David Lafferty	Senior Vice President	None
Ted LeClair	Senior Vice President	None
Rosa Licea-Mailloux	Senior Vice President	None
Dan Lynch	Senior Vice President	None

21

Name	Positions and Offices with Principal Underwriter	Positions and Offices with The Registrant
Cyndi Lyons	Senior Vice President	None
Robert Lyons	Senior Vice President	None
Ian MacDuff	Senior Vice President	None
Timothy Maher	Senior Vice President	None
Meghan Marquez	Senior Vice President	None
Marla McDougall	Senior Vice President	None
Shylaja Nathan	Senior Vice President	None
Peter Olsen	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
David Snowden	Senior Vice President	None
Nancy Spaulding Gray	Senior Vice President	None
David Vallon	Senior Vice President	None
Leslie Walstrom	Senior Vice President	None
Susannah Wardly	Senior Vice President	None

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

(c) Not applicable.

22

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 1940 Act and the rules thereunder:

(a)		For all series of The Registrant:
	(i)	Natixis Funds Trust II
		399 Boylston Street
		Boston, Massachusetts 02116
	(ii)	NGAM Distribution, L.P.
		399 Boylston Street
		Boston, Massachusetts 02116
	(iii)	NGAM Advisors, L.P.
		399 Boylston Street
		Boston, Massachusetts 02116
	(iv)	State Street Bank and Trust Company
		225 Franklin Street
		Boston, Massachusetts 02110
	(v)	Boston Financial Data Services, Inc.
		2000 Crown Colony Drive
		Quincy, Massachusetts 02169
(b)		For the series of the Registrant managed by Harris Associates:
		Harris Associates L.P.
		111 S. Wacker Drive, Suite 4600
		Chicago, IL 60606
(c)		For the series of the Registrant managed by Reich & Tang: Reich & Tang Asset Management, LLC 1411 Broadway, 28th Floor New York, New York 10018-3450
(d)		For the series of the Registrant managed by AlphaSimplex: AlphaSimplex Group, LLC One Cambridge Center Cambridge, Massachusetts 02142
(e)		For the series of the Registrant managed by Vaughan Nelson: Vaughan Nelson Investment Management, L.P. 600 Travis Street, Suite 6300 Houston, Texas 77002
(f)		For the series of the Registrant managed by Loomis Sayles: Loomis, Sayles & Company, L.P. One Financial Center Boston, Massachusetts 02111

23

(g)	For the series of the Registrant managed by McDonnell: McDonnell Investment Management, LLC 1515 West 22nd Street Oak Brook, Illinois 60523
(h)	For the series of the Registrant managed by NATIXIS AM US: Natixis Asset Management U.S., LLC 399 Boylston Street Boston, Massachusetts 02116

Item 34. Management Services.

None.

Item 35. Undertakings.

The Registrant undertakes to provide the annual report of any of its series to any person who receives a prospectus for such series and who requests the annual report.

24

NATIXIS FUNDS TRUST II

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 registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 190 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 27^th day of June, 2014.

NATIXIS FUNDS TRUST II
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 amendment to the 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, Chief Executive Officer and	June 27, 2014
	Trustee
/s/ Michael C. Kardok
Michael C. Kardok	Treasurer	June 27, 2014
Robert J. Blanding*
Robert J. Blanding	Trustee	June 27, 2014
Kenneth A. Drucker*
Kenneth A. Drucker	Trustee	June 27, 2014
Edmond J. English*
Edmond J. English	Trustee	June 27, 2014
John T. Hailer*
John T. Hailer	Trustee	June 27, 2014
Wendell J. Knox*
Wendell J. Knox	Trustee	June 27, 2014
Martin T. Meehan*
Martin T. Meehan	Trustee	June 27, 2014
Sandra O. Moose*
Sandra O. Moose	Trustee, Chairperson of the Board	June 27, 2014
Erik R. Sirri*
Erik R. Sirri	Trustee	June 27, 2014

Peter J. Smail*
Peter J. Smail	Trustee	June 27, 2014
Cynthia L. Walker*
Cynthia L. Walker	Trustee	June 27, 2014

*By:	/s/ Coleen Downs Dinneen
	Coleen Downs Dinneen
	Attorney-In-Fact 1
	June 27, 2014

¹  Powers of Attorney for Robert J. Blanding, John T. Hailer and Sandra O. Moose are incorporated by reference to exhibit (q) to PEA No. 124 to the Registration Statement filed on December 2, 2004. Power of Attorney for Cynthia L. Walker is incorporated by reference to exhibit (q)(2) to PEA No. 128 to the Registration Statement filed on January 30, 2006. Power of Attorney for Kenneth A. Drucker is incorporated by reference to exhibit (q)(4) to PEA No. 136 to the Registration Statement filed on July 17, 2008. Power of Attorney for Wendell J. Knox is incorporated by reference to exhibit (q)(4) to PEA No. 143 to the Registration Statement filed on July 15, 2009. Power of Attorney for Erik Sirri is incorporated by reference to exhibit (q)(5) to PEA No. 146 to the Registration Statement filed on March 1, 2010. Power of Attorney for Peter Smail is incorporated by reference to exhibit (q)(6) to PEA No. 146 to the Registration Statement filed on March 1, 2010. Power of Attorney for Martin T. Meehan is incorporated by reference to exhibit (q)(9) to PEA No. 169 to the Registration Statement filed on October 17, 2012. Power of Attorney for Edmond J. English is incorporated by reference to exhibit (1) to PEA No. 171 to the registration Statement filed on January 18, 2013.

Natixis Funds Trust II

PEA No. 190

Exhibit Index

Exhibits for Item 28 of Form N-1A

Exhibit	Exhibit Description
(e)(14)	Form of Dealer Agreement used by NGAM Distribution, L.P.
(p)(6)	Code of Ethics dated May 20, 2008, as amended March 11, 2014 of Vaughan Nelson Investment Management, L.P.

EX-99.(E)(14)

Exhibit (e)(14)

NGAM Distribution, L.P.

399 Boylston Street

Boston, Massachusetts 02116

Dealer Agreement

This dealer agreement (“Dealer Agreement”) is entered into between NGAM Distribution, L.P. (formerly 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 Shares are offered pursuant to the then current prospectus, including any supplements or amendments thereto, of each of the Funds (the “Prospectus,” which term as hereinafter used shall include the Statement of Additional Information of the Fund).

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, each a “Plan” and together the “Plans”):

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 otherwise act as agent for any Fund or for us.

2. You or your designated agent agree to obtain and provide to your customers the Prospectus(es) of the applicable Fund(s) together with any supplemental sales literature you provide. 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 Prospectus of the applicable Fund, or the Prospectus of the applicable Fund. You hereby represent that you understand your obligation to deliver a Prospectus to customers who purchase Fund shares pursuant to federal securities laws and you have taken all necessary steps to comply with such Prospectus delivery requirements.

3. Orders received from you will be accepted by us only at the public offering price applicable to each order, except for transactions to which a reduced offering price applies as provided in the Prospectus 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 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 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, or our designated agent, in our sole discretion. You hereby agree to comply with attached Appendix A, Policies and Procedures with Respect to Mutual Fund Trading, as well as with the terms of the Prospectus and the policies and procedures of the Funds. You understand that in recommending the purchase, sale or exchange of any Fund shares to your customers, you must have reasonable grounds for believing that such recommendation is suitable for such customer.

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 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.

¹  The definition of “Funds” shall not include the following mutual funds, which are distributed by NGAM Distribution, 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 International Value Fund (Institutional Class); Hansberger International Growth Fund (Advisor Class); Loomis Sayles Fixed Income Fund; Loomis Sayles Institutional High Income Fund; Loomis Sayles Investment Grade Fixed Income Fund; Loomis Sayles High Income Opportunities Fund; and Loomis Sayles Securitized Asset Fund.

1

Exhibit (e)(14)

(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 Prospectus. You agree that you will sell shares subject to a CDSC and that are to be held in omnibus accounts only if you are a NETWORKING participant with the National Securities Clearing Corporation and if such accounts are established pursuant to a NETWORKING Agreement.

(b) Reduced sales charges or no sales charge may apply to certain transactions, including 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 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 the Plans.

(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, as agent, 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 Prospectus. This fee will be based on the average daily net asset value of Fund shares that are owned of record by your firm as nominee for your customers or that 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. 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, it being understood that our liability to you in respect of such fees is limited solely to the proceeds of such fees received by us from the Funds.

(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 Prospectus of the Fund; or (c) for your own bona fide investment. 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 Prospectus of the Fund.

2

Exhibit (e)(14)

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 as described in the 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 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 B, 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, SSN, 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 thereunder promulgated by the Securities and Exchange Commission, as from time to time amended, and other federal and state laws and regulations applicable to the management, use, disposal, and safekeeping of Personal Information and/or Customer Data as well as laws and regulations 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 and all necessary applications and documents are 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 “TA”) specified in the Prospectus of the Fund, and you authorize and appoint the TA to execute and confirm such purchases to such shareholders on your behalf. Upon receipt of payment from the Funds, we, as agent, will remit to you, no less frequently than monthly, 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 payment cycle. 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 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.

3

Exhibit (e)(14)

(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.

(c) We shall indemnify and hold you (and your directors, officers, employees, controlling persons and agents) harmless from and against any and all Losses incurred by you arising out of (i) our dissemination of information regarding any Fund that contains 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, (ii) any breach by us of any representation, warranty or agreement contained in this Dealer Agreement, (iii) any act or omission, including without limitation any material misstatement by us 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 our part in the performance of, or failure to perform, our obligations under this Dealer Agreement, except to the extent such losses are caused by your breach of this Dealer Agreement or your willful misconduct or negligence in the performance, or failure to perform, your obligations under this Dealer Agreement.

(d) 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 Natixis Distributors, L.P., 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 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 immediately if you cease to be registered as a broker/dealer under the 1934 Act (or exempt from registration as a broker/dealer under the 1934 Act) and a member of FINRA. You agree to notify us of any material compliance matter related to the services provided by you pursuant to this Dealer Agreement. Should you cease to be registered as a broker/dealer under the 1934 Act (or exempt from such registration) and/or a cease to be a member in good standing of FINRA, you will be removed as broker-dealer of record and this Dealer Agreement will be terminated.

(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. You agree to offer Fund shares only to U.S. citizens with U.S. addresses.

4

Exhibit (e)(14)

(b) If you are a bank, with respect to any and all transactions in shares of the Funds pursuant to this Dealer Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) you shall be acting solely as agent for the account of your customer; (ii) each transaction shall be initiated solely upon the order of your customer; (iii) we shall execute transactions only upon receiving instructions from you acting as agent for your customer; (iv) as between you and your customer, your customer will have full beneficial ownership of all shares; and (v) each transaction shall be for the account of your customer and not for your account.

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 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. You further agree to monitor your employees’ use of web based systems used by you to access customer account information. You agree to notify us should any system ID require reassignment. You agree to remove such access as necessary. You agree that any order to purchase shares shall constitute your continued certification of the matters you have certified in this Section 19.

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 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 violates the Funds’ frequent trading policy as described in the relevant Fund’s Prospectus, 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 agree to provide any additional material as we may reasonably request to allow us to conduct periodic due diligence reviews and to ensure compliance with this Dealer Agreement.

23. 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.

24. All communications to us should be mailed to the above address and e-mailed to thirdpartynotices@ngam.natixis.com. Any notice to you shall be duly given if mailed or faxed to you at the address specified by you.

25. 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.

5

Exhibit (e)(14)

26. 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:		NGAM Distribution, L.P.
	Dealer’s Name	By: NGAM Distribution Corporation, its general partner
Address:		Address:	399 Boylston Street
			Boston, MA 02116

By:	By:
Authorized Signature of Dealer		Authorized Signature
	Date:
(Please print name)

6

Exhibit (e)(14)

Appendix A

NGAM Distribution, 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.

7

Exhibit (e)(14)

Appendix B

NGAM Distribution, 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.

9. Definitions. For purposes of this schedule only:

(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.^*

^*  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.

8

Exhibit (e)(14)

(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.

9

EX-99.(P)(6)

Vaughan Nelson Investment Management, L.P.

Vaughan Nelson Trust Company

Code of Ethics

(Amended as of March 11, 2014)

This is the Code of Ethics of Vaughan Nelson Investment Management, L.P. (the “Firm”).

Things You Need to Know to Use This Code

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

2. The Firm considers all employees to be Access Persons under this Code.

There are four (4) Reporting Forms that Access Persons have to fill out under this Code. You can get copies of the Reporting Forms from the Chief Compliance Officer.

Board members who are not employees of the Firm, do not have to comply with the trading restrictions and blackout provisions in Section B of part II.

Further, certain members of the Firm’s board may be classified as “Non-Access Directors.” See the “Definitions” section of this Code. Non-Access Directors are subject to Parts I.A. and I.B. of this Code, but not to Parts I.C., I.D. or II of the Code.

A-1

PART I—Applies to All Personnel

A. General Principles—These Apply to All Personnel (including All Board Members)

The Firm is a fiduciary for its investment advisory and sub-advisory clients. Fiduciaries owe their clients a duty of honesty, good faith and fair dealing. As a fiduciary, an adviser must act at all times in the client’s best interests and must avoid or disclose conflicts of interest. Because of this fiduciary relationship, it is generally improper for the Firm or its personnel to:

• use for their own benefit (or the benefit of anyone other than the client) information about the Firm’s trading or recommendations for client accounts; or

• take advantage of investment opportunities that would otherwise be available for the Firm’s clients.

As a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, from our positions, or from relationships with our clients or with the brokerage community.

Privacy and Confidentiality

All personnel are required to keep any nonpublic information about clients (including former clients), the Firm or vendors in strict confidence. Employees should treat the following with confidentiality and discretion:

• A client’s identity (unless the client consents), the client’s financial circumstances, the securities investments made by the Firm on behalf of a client, information about contemplated securities transactions, or information regarding the firm’s trading strategies (except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes).

• Non-public information regarding the Firm including but not limited to trading intentions, business plans and strategies, technology, business processes, customer relationships, and financial results

A-2

Whenever dealing with confidential information personnel should:

• Assume client or Firm information is confidential unless evidence exists to the contrary

• Only use it for the purposes for which it was gathered

• Not make disclosure to anyone outside of the Firm unless authorized to do so and only share information internally on a need-to-know basis

• Not disclose information related to a former employer to anyone within the Firm

Personnel should stay informed and comply with Firm policies dealing with data access, information security, encryption standards, and other initiatives designed to protect the integrity and confidentiality of information.

Please refer also to the Firm’s Privacy Policies under Regulation S-P.

Books and Records

All personnel are required to keep accurate and truthful books and records which is critical for our business operations, compliance with legal requirements and the preparation of the Firm’s financial statements. In this pursuit, personnel should:

• Recognize their role and personal responsibility for the integrity of records, reports and information that they prepare or control

• Comply with internal accounting and recordkeeping policies. Falsification of any books, records or accounts is prohibited

• Provide complete and accurate information in connection with any regulatory filings or inquiries

• Follow all record retention and destruction policies of the Firm

Computers and Communications

All personnel are to use the Firm’s computer and communications systems (“Systems”) solely for business purposes. Unauthorized access to, use of, interception or distribution of the Firm’s Systems is prohibited. Such conduct may also be a violation of law.

However, the Firm realizes that some personal use of these Systems is inevitable. Any personal use should be kept to a minimum. Excessive or inappropriate use of such Systems for personal use (e.g. time spent or content) as determined by the Firm in its sole discretion may be grounds for sanctions or termination.

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• Any personal use must be lawful and not violate any Firm policy. As an example, an email communication or, accessing an internet site, with inappropriate content or material would violate Firm policy and is prohibited.

• Personal use of the Firm’s Systems must not impose any incremental cost to the Firm, interfere with normal business operations, or otherwise adversely affect the interests of the Firm or an employee’s work.

• Employee’s use of the Firm’s Systems, for either business or personal use, should have no expectation of privacy.

Insider Trading

All personnel are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information about issuers and are also prohibited from communicating material, nonpublic information about issuers to others (other than for legitimate legal or business purposes such as informing the Chief Compliance Officer that they, or the firm, is in possession of such information).

Please refer to the Firm’s Insider Trading Policy for more detail.

Political Contributions

All personnel are required to obtain preclearance approval for any direct or indirect political contributions or payments to an Official or Political Action Committee (PAC) in order to evaluate and monitor any potential or ongoing impact to the firm. Additional restrictions and prohibitions apply to employees identified as Covered Associates involving monetary limitations and the coordination / solicitation of other individuals to make political contributions.

Please refer to the Firm’s policy regarding Political Contributions by Certain Investment Advisers (Pay-to-Play) for more detail.

The Firm expects all personnel to comply with the spirit of the Code, as well as the applicable specific rules contained in the Code. You must promptly report any violations (not just of personal trading but of the overall requirements of this Code) to the Chief Compliance Officer.

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The Firm treats 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 Firm might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, suspend or terminate your employment, or any combination of the foregoing.

Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code, even if no clients are harmed by your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer. Don’t just guess at the answer. Ignorance or lack of understanding is no excuse for a violation.

B. Compliance with the Federal Securities Laws

More generally, Firm personnel (including members of the Firm’s boards) are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:

• the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder;

• the Investment Advisers Act of 1940 and the SEC rules thereunder;

• the Investment Company Act of 1940 and the SEC rules thereunder;

• title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client non-public information); and

• the Bank Secrecy Act, as it applies to mutual funds and investment advisers, and the SEC and Department of the Treasury rules thereunder.

All firm personnel are reminded that under these laws, all oral and written statements, including those made to clients, prospective clients, or their representatives must be professional, accurate, balanced, and not misleading in any way.

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C. Gifts to or from Brokers, Clients or Others—This Applies to All Access Persons

No personnel may accept or receive on their own behalf or on behalf of the Firm 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 personnel’s responsibilities to the Firm or its clients or place the recipient or the Firm in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the Family/Household of firm personnel.

No personnel may give on their own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.

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 (currently $200).

These policies are not intended to prohibit normal business entertainment (e.g. dinner, sporting event tickets, etc. all of a reasonable value). Any questions as to whether a particular gift or entertainment activity constitutes normal business entertainment should be directed to the Chief Compliance Officer.

Please refer to the Firm’s Gift & Entertainment policy for a more detailed discussion and quarterly reporting requirements.

D. Service on the Board or as an Officer of Another Company—This Applies to All Personnel, Except Members of the Firm’s Board Who Are Not Employees of the Firm

To avoid conflicts of interest, insider information and other compliance and business issues, the Firm prohibits all its employees from serving as officers or members of the board of any other for-profit entity, except with the advance written approval of the Firm. Approval must be obtained through the Chief Compliance Officer, and will ordinarily require consideration by the CEO or the board of the Firm. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm, nor does it apply to members of the Firm’s board who are not employees of the Firm.

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PART II—Applies to Access Persons

A. Reporting Requirements—These Apply to All Access Persons

NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Reportable Funds, Family/Household and Beneficial Ownership in the “Definitions” section at the end of this Code.

ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports. Absent extenuating circumstances, only those involved with the internal review of personal transactions (i.e., the Chief Compliance Officer, those assisting the Chief Compliance Officer and the CEO) will have access to submitted reports. The reports are also required to be made available for certain other purposes, such as SEC inspections.

1. Initial Holdings Reports. No later than 10 days after you become an Access Person, you must file with the Chief Compliance Officer a Holdings Report on Form A (copies of all reporting forms are available from the Chief Compliance Officer).

Form A requires you to list all Covered Securities 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 maintain an account in which any securities (not just Covered Securities) are held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person. The information contained in the report must be current as of a date no more than 45 days prior to the date you became an Access Person.

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Form A also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person under the Code.

2. Quarterly Transaction Reports. No later than 30 days after the end of March, June, September and December each year, you must file with the Chief Compliance Officer a Quarterly Transactions Report on Form B.

Form B requires you to list all transactions during the most recent calendar quarter in Covered Securities, in which transactions you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to list all brokers, dealers, investment managers and banks where you or a member of your Family/Household established, or closed an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.

3. Annual Holdings Reports. By January 31st of each year, you must file with the Chief Compliance Officer an Annual Holdings Report on Form C.

Form C requires you to list all Covered Securities in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31^st of the prior year. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.

Form C also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person under the Code.

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4. Duplicate Confirmations and Periodic Statements. If you or any member of your Family/Household has a securities account that holds or will hold Covered Securities with any broker, dealer, investment manager or bank, you or your Family/Household member must direct that broker, dealer, investment manager or bank to send, directly to the Firm’s Chief Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account.

5. Outside Service Pre-Approval and Annual Certification. By January 31^st of each year, you must file with the Chief Compliance Officer an Outside Service Annual Certification on Form D.

Form D requires that you list all for-profit entities for which you serve as either an Officer or member of the Board of Directors as of the previous year-end with an indication as to whether the entity is publicly traded or private.

Form D is also to be used in requesting pre-approval to serve as an Officer or member of the Board of Directors for any for-profit entity prior to accepting such a position.

B. Transaction Restrictions—These Apply to All Access Persons.

1. Preclearance. You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, written preclearance for that transaction from the Chief Compliance Officer or others as approved by the Chief Compliance Officer.

FORM E – Personal Trade Sheet should be used for preclearance.

Once obtained, preclearance is valid only for the day on which it is granted and the following one (1) business day. The Chief Compliance Officer may revoke a preclearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke preclearance for any reason. In no event will preclearance be granted for any Covered Security if, to the knowledge of the Chief Compliance Officer, the Firm has purchased or sold that same security or a closely related security that day OR the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).

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a.) Limit Orders

Limit Orders will be granted pre-clearance authorization to be placed on a Good-Til-Cancelled (GTC) basis as long as the security is NOT HELD within one of the firm’s strategies and will not potentially violate short-term trading restrictions.

• Any change you wish to make to an approved limit order (e.g. limit price) will require a new pre-clearance authorization prior to execution. Unapproved changes to a limit order which are executed will be a violation of the Code and subject to fines and/or sanctions

• Upon such time as the firm may begin to trade and hold a previously approved outstanding limit order security within one of the firm’s strategies you will be notified to cancel the limit order. Any desire to trade the security, after a notification to cancel a limit order is given to you, will require a new pre-clearance form and associated authorization. Execution of the original limit order for which notification to cancel has been given will be a violation of the Code and subject to fines and/or sanctions.

b.) Preclearance Exceptions

The preclearance requirements do not apply to the following categories of transactions:

i. Shares of registered open-end investment companies (including Reportable Funds).

• However, Reportable Funds are reportable under this code in connection with Initial (Form A), Quarterly (Form B) and Annual forms (Form C).

ii. Transactions in securities of collective investment vehicles (other than a fund sub-advised by Vaughan Nelson) for which the Firm serves as the investment adviser (for example, the purchase or redemption by you of an interest in a Firm-managed hedge fund would not be subject to pre-clearance).

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iii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to pre-clearance, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security).

iv. Exchange Traded Funds (ETFs); other than those ETFs in which the firm trades. Please see “Appendix A” (attached) for a list of Exchange Traded Funds for which pre-clearance IS required.

v. Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

vi. Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household, as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the account’s investment process.

vii. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

viii. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities 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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ix. Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

c.) The following are NOT Covered Securities, and so are also not subject to the preclearance requirements:

• direct obligations of the U.S. Government;

• bankers’ acceptances, bank certificates of deposit;

• commercial paper and other high quality short-term debt obligations (including repurchase agreements);

• shares issued by money market funds and shares of registered open-end investment companies that are not Reportable Funds.

2. Initial Public Offerings and Private Placements.

Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any Covered Security in an initial public offering. In addition, neither you nor any member of your Family/Household may acquire Beneficial Ownership in any Covered Security in a private placement, except with the specific, advance written approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason.

3. Prohibition on Short-Term Trading in Funds Sub-advised by Vaughan Nelson

Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, shares of any fund sub-advised by Vaughan Nelson within any period of 30 calendar days for a profit. This prohibition applies to shares of funds advised / sub-advised by Vaughan Nelson held in retirement or 401(k) plan accounts, as well as in other accounts in which you or a member of your Family/Household has Beneficial Ownership. Note that an exchange of shares (i.e. into another retirement plan option) counts as a sale of shares for purposes of this prohibition.

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a.) This prohibition does not apply to the following categories of transactions:

i. A fund sub-advised by an affiliate and on the Reportable Funds list.

ii. Transactions under automatic investment or withdrawal plans, including automatic 401(k) plan investments, and transactions under a “fund sub-advised by Vaughan Nelson’s” dividend reinvestment plan.

A.) For example, if you have established an automatic investment plan under which regular monthly investments are automatically made in a fund sub-advised by Vaughan Nelson, that investment will not be considered to begin or end a 30-day holding period.

iii. Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

b.) In applying the prohibition on short-term trading in funds sub-advised by Vaughan Nelson, the Firm may take account of all purchase and sale transactions in the Vaughan Nelson sub-advised fund, even if the transactions were made in different accounts. For example, a purchase of shares of a fund sub-advised by Vaughan Nelson in a brokerage account, followed within 30 days by an exchange out of the same fund sub-advised by Vaughan Nelson in your 401(k) account, will be treated as a violation.

In applying the 30-day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. (That is, a last-in, first-out analysis will apply.) A violation will be deemed to have occurred even if the number of shares or the dollar value of the second trade was different from the number of shares or dollar value of the first trade.

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4. Prohibition on Short-Term Trading of Covered Securities Other Than Funds Sub-advised by Vaughan Nelson.

Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, a Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) within any period of 60 calendar days for a profit. If any such transactions occur, the Firm will require any profits from the transactions to be disgorged for donation by the Firm to charity.

a.) This prohibition on short-term trading does not apply to:

i. Transactions in securities of collective investment vehicles for which the Firm serves as an investment adviser, other than funds sub-advised by Vaughan Nelson. Note that Section 3 above contains separate prohibitions on short-term trading in funds sub-advised by Vaughan Nelson.

ii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to this prohibition, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security).

iii. Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

iv. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

v. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities and received by you (or Family/Household member) from the issuer.

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vi. Transactions in common or preferred stocks of a class that is publicly-traded, has a 10 day average daily trading volume greater than 1 million shares (as indicated by Reuters or an equivalent source) and is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency)

vii. Transactions in Exchange Traded Funds which are considered Covered Securities.

viii. Transactions effected through an unaffiliated managed account where the Access Person (or member of his or her Family/Household, as the case may be) has not initiated the investment transaction, has not been consulted regarding specific investment recommendations or decisions, and is not otherwise participating in the investment process.

ix. Transactions in municipal bonds, corporate bonds, mortgage-backed securities, and agency bonds (eg. Fannie Mae’s). (Reminder: Governments bonds are not considered Covered Securities).

5. 7-Day Blackout Period—This Applies to All Access Persons. No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the three business days immediately before or after a business day on which any client account managed by the Firm 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 client account. If any such transactions occur, the Firm will generally require any profits from the transactions to be disgorged for donation by the Firm to charity.

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Note that the total blackout period is 7 business days (the day of the client trade, plus three business days before and three business days after).

a.) Hardship Exception: to the extent an individual desires to sell a security currently owned by that individual and is only precluded from selling the security due to an ongoing blackout period, the individual may request a ‘hardship exception’ from the Chief Compliance Officer. Based upon all facts and circumstances surrounding the hardship, the Chief Compliance Officer may, in his/her sole discretion, formulate an objective plan of liquidation to facilitate the individual’s sale in a manner which will not benefit from or impact transactions undertaken on behalf of the firm’s clients.

b.) Backside Blackout Period: The Firm will review situations where a personal trade has been approved (including a review of the frontside blackout period) and transacted and then the same Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) subsequently transacted by the Firm for client accounts during the backside blackout period. To the extent the Firm’s transactions during the backside blackout period consisted of ‘re-balancing’ or ‘flow’ trades, no violation will have been deemed to occur.

c.) It sometimes happens that an Access Person who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determines—within the three business days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person’s knowledge, then under consideration for purchase by any client account—that it would be desirable for client accounts as to which the Access Person is responsible for making investment recommendations or decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients’ interests first, and promptly make the investment recommendation or decision in the clients’ interest, rather than delaying the recommendation or decision for clients until after the third day following the day of the transaction for the Access Person’s (or Family/Household member’s) own account to avoid conflict

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with the blackout provisions of this Code. The Firm recognizes that this situation may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears that the Access Person acted in good faith and in the best interests of the Firm’s clients.

d.) The blackout requirements do not apply to the following categories of transactions:

i. Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

ii. Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

iii. Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household, as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the account’s investment process.

iv. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

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

vi. Transactions in securities of collective investment vehicles for which the Firm serves as the investment adviser.

vii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which the Investment Person may be deemed to have Beneficial Ownership

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viii. Transactions in common or preferred stocks of a class that is publicly-traded, has a 10 day average daily trading volume greater than 1 million shares (as indicated by Reuters or an equivalent source) AND is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency). Day of trade blackout is still applicable.

ix. Transactions in Exchange Traded Funds which are considered Covered Securities. Day of trade blackout is still applicable.

x. Reportable Funds.

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Definitions

These terms have special meanings in this Code of Ethics:

Access Person

Beneficial Ownership

Chief Compliance Officer

Covered Security

Family/Household

Non-Access Director

Reportable Fund

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

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

Access Person includes:

• Every member of the board of the Firm or of the Firm’s general partner, Vaughan Nelson Investment Management, Inc., other than Non-Access Directors

• Every employee of the Firm

• Every employee of the Firm (or of any company that directly or indirectly has a 25% or greater interest in the Firm) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security for any client account, or whose functions relate to the making of any recommendations with respect to purchases and sales.

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Beneficial ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), even if you don’t share in the profits.

Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:

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

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

• Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a “blind trust” or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person’s Beneficial Ownership. This is because, unless the arrangement is a “blind trust,” the owner of the account can still communicate with the manager about the account and potentially influence the manager’s investment decisions.)

• Securities in a person’s individual retirement account.

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• 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).

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

Chief Compliance Officer means Richard Faig, or another person that he or she designates to perform the functions of Chief Compliance Officer when he or she is not available. For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by the individual designated to perform such functions by the Chief Compliance Officer.

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. (Note: This includes only securities supported by the full faith and credit of the U.S. Government, such as U.S. Treasury bonds, and does not include securities issued or guaranteed by federal agencies or government-sponsored enterprises that are not supported by the full faith and credit of the U.S. Government. )

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

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• Shares of money market funds

• Exchange Traded Funds (ETFs), (other than those ETFs in which the firm trades). Please see “Appendix A” (attached) for a list of Exchange Traded Funds which ARE considered Covered Securities.

• Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds) other than Reportable Funds. Please refer to the definition of and current listing of Reportable Funds.

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

• options on securities, on indexes and on currencies.

• investments in all kinds of limited partnerships.

• investments in foreign unit trusts and foreign mutual funds.

• investments in private investment funds, hedge funds (e.g., a fund managed by the Firm) and investment clubs.

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

Members of your Family/Household include:

• Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

• Your children under the age of 18.

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• Your children who are 18 or older (unless they do not live in the same household as you and you do not 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.

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

Non-Access Director means any person who is a director of Vaughan Nelson Trust Company or of the corporate general partner of Vaughan Nelson Investment Management, L.P. but who is not an officer or employee of the Firm or of such corporate general partner 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;

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

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

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Reportable Fund means any investment companies (other than money market funds) that are registered under the Investment Company Act for which the Firm serves as an investment adviser or whose investment adviser or principal underwriter controls the Firm, is controlled by the Firm, or is under common control with the Firm. A Reportable Fund includes registered investment companies that are sub-advised by the Firm or any of the firm’s affiliates. See most current listing of Reportable Funds maintained by the Chief Compliance Officer.

Comment Regarding Reportable Funds

Reportable Funds are mutual funds for which the Firm or one of its affiliated companies serves as an investment adviser, sub-adviser or principal underwriter. Reportable Funds are included within the definition of Covered Securities. For a firm like ours that is part of a large organization where there are a number of firms under common control that advise, sub-advise or distribute mutual funds, the universe of Reportable Funds is large.

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Acknowledgment

I have received the Code of Ethics (the “Code”) of Vaughan Nelson Investment Management, L.P. (the “Firm”) and have read and understand the Code, understand that it applies to me and members of my Family/Household and that I am an Access Person under the Code. In addition, I have been trained with respect to such sections.

I understand that I am responsible for, and I certify that I have, to date, complied with and will continue to comply with, the policies and procedures in the Code. I understand that any violation of such policies and procedures may lead to sanctions, including dismissal.

Signature	Date
Printed Name

A-25

Personal Trading – Revised 03/11/14

Appendix A – List of Exchange Traded Funds (ETFs) in which Vaughan

Nelson (preclearance is required):

IWN, I-Shares Russell 2000 Value

IWM, I-Shares Russell 2000

IVV, I-Shares S&P 500 Index Fund

IWD, I-Shares Russell 1000 Value

IWV, I-Shares Russell 3000 Index

IWS, I-Shares Russell Midcap Value

IWW, I-Shares Russell 3000 Value

IWB, I-Shares Russell 1000

IWR, I-Shares Russell Midcap

SUB, I-Shares Short-Term National AMT-Free Muni Bond

MUB, I-Shares S&P National AMT-Free Muni Bond

AAXJ, I-Shares MSCI All Country Asia ex Japan

ILF, I-Shares S&P Latin America 40

EMB, I-Shares J.P. Morgan USD Emerging Markets Bond ETF

AGG, I-Shares Core Total US Bond Market ETF

VOO, Vanguard 500

MGC, Vanguard Mega Cap 300

VO, Vanguard Mid-Cap

VOE, Vanguard Mid-Cap Value

BSV, Vanguard Short-Term Bond

VCSH, Vanguard Short-Term Corporate Bond

VGSH, Vanguard Short-Term Government Bond

BIV, Vanguard Intermediate-Term Bond

VCIT, Vanguard Intermediate-Term Corporate Bond

VWO, Vanguard MSCI Emerging Markets

VEA, Vanguard FTSE Developed Markets

SHM, SPDR Nuveen Capital Short Term Muni Bond

MUNI, PIMCO Intermediate Muni Bond Strategy

A-26

Vaughan Nelson - CODE OF ETHICS

FORM A—INITIAL HOLDINGS REPORT

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN 10 DAYS AFTER BECOMING AN ACCESS PERSON UNDER THE VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. AND VAUGHAN NELSON TRUST COMPANY CODE OF ETHICS (the “CODE”). TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE.

Name of Access Person:                                                                                    

Date I Became an Access Person (the “Reporting Date”):                             

Date received by Code Officer:                                                                         

Initial Certification (check ONE of the following two boxes):

I understand that for purposes of the Code I am classified as:

¨ an Access Person

¨ a Non-Access Person

Initial Holdings Report (check ONE of the following two boxes):

¨ Neither I, nor any member of my Family/Household, has Beneficial Ownership of any Covered Securities.

¨ Attached as APPENDIX A is a complete list of all Covered Securities in which I, and/or a member of my Family/Household, had Beneficial Ownership on the Reporting Date.

A-1

Accounts with Brokers, Dealers, Investment Managers and/or Banks (check ONE of the following two boxes):

¨ Neither I, nor any member of my Family/Household, had, as of the Reporting Date, any accounts with brokers, dealers, investment managers or banks in which any securities (including securities which are not Covered Securities) 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) are held, and with respect to which I, and/or a member of my Family/Household, had Beneficial Ownership as of the Reporting Date are set forth below:

Name(s) of Institution(s) Account # Holds Covered
Securities (Y/N)

All information provided in this Form A is true and complete to the best of my knowledge.

I have read the Code, and will keep a copy for future reference. I understand my responsibilities under the Code and agree to comply with all of its terms and conditions. In particular, I understand that the Code applies to me and to all investments in which I have Beneficial Ownership, as well as investments in which members of my Family/Household have Beneficial Ownership.

Signed:

Date:

A-2

Appendix A—Initial Report of all Covered Securities

Name of Access Person:                                                                      

Note: Copies of Broker/Account Statements may be attached in lieu of listing securities. All information should be reported as of a date within 45 days of your start date.

Please use additional sheets as needed.

Title/Type/Ticker of Covered Securities / Reportable Funds Number of Shares (or Principal Amount, if not a stock)

A-3

Vaughan Nelson - CODE OF ETHICS

FORM B - QUARTERLY TRANSACTION REPORT

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN 30 DAYS AFTER THE END OF MARCH, JUNE, SEPTEMBER AND DECEMBER OF EACH YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE.

Name of Access Person:                                                                     

Reporting Period/Calendar Quarter End Date:                                   

Date received by Chief Compliance Officer:                                   

Transactions Report (check ONE of the following two boxes):

¨ There were no transactions in Covered Securities (including transactions in shares/units of Reportable Funds) during the most recently completed calendar quarter in which I, or any member of my Family/Household, had Beneficial Ownership.

¨ Attached as APPENDIX B is a complete list of all transactions in Covered Securities (including transactions in shares/units of Reportable Funds) during the most recently completed calendar quarter in which I, and/or any member of my Family/Household, had Beneficial Ownership, other than transactions effected through securities accounts as to which a standing order was (and remains) in effect to provide duplicate broker confirmations of all transactions in Covered Securities and shares/units of Reportable Funds and periodic account statements to the Chief Compliance Officer. [Please state if no transactions occurred in addition to those for which confirmations and statements are received.]

New/Closed Securities Accounts (check ONE of the following two boxes):

¨ Neither I, nor any member of my Family/Household, established any new accounts or closed any existing accounts during the most recent calendar quarter with brokers, dealers, investment managers or banks in which securities (including securities which are not Covered Securities) are held, and with respect to which I, and/or any member of my Family/Household, had Beneficial Ownership.

¨ During the most recent calendar quarter, I and/or a member of my Family/Household established the following account(s), or closed previously existing accounts, with brokers, dealers, investment managers or banks in which securities are held, and with respect to which I, and/or any member of my Family/Household, had Beneficial Ownership:

Name(s) of Institution(s) Account # Date Established Holds Covered Securities (Y/N)

B-1

All information provided in this Form B is true and complete to the best of my knowledge.

Signed:

Date:

B-2

Appendix B - Transactions in Covered Securities During Most Recent Calendar Quarter

Name of Access Person:                                                                  

Reporting Period/Calendar Quarter:                                     

Date received by Chief Compliance Officer:                                              

¨ ALL, OR ALL OTHER, TRANSACTIONS IN COVERED SECURITIES WERE EFFECTED THROUGH SECURITIES ACCOUNTS AS TO WHICH A STANDING ORDER WAS (AND REMAINS) IN EFFECT TO PROVIDE DUPLICATE BROKER CONFIRMATION STATEMENTS AND PERIODIC ACCOUNT STATEMENTS TO THE CHIEF COMPLIANCE OFFICER.

	Type	Title of			Interest		Institution
	(e.g.,	Securities /			Rate/Maturity		through which
Transaction Date	purchase, sale)	Ticker / CUSIP	Number of Shares	Principal Amount	Date (if applicable)	Price	transaction effected

Note: Please use additional sheets as needed.

B-3

Vaughan Nelson - CODE OF ETHICS

FORM C - ANNUAL CODE OF ETHICS CERTIFICATION;

ANNUAL HOLDINGS REPORT

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN JANUARY 31st OF EACH YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE.

Name of Access Person:                                                                              

Calendar Year Covered by this Report:                                                       

Date received by Chief Compliance Officer:                                            

Annual Certification

¨ I hereby certify that during the year covered by this report I complied with all applicable requirements of the Code, and have reported to the Chief Compliance Officer all transactions required to be reported under the Code.

Annual Holdings Report (check ONE of the following two boxes):

¨ As of December 31 of the most recently completed calendar year, neither I, nor any member of my Family/Household, had Beneficial Ownership of any Covered Securities (including any shares of Reportable Funds).

¨ Attached as APPENDIX C is a complete list of all Covered Securities (including any shares of Reportable Funds). in which I, and/or any member of my Family/Household, had Beneficial Ownership as of December 31 of the most recently completed calendar year.

D-1

Accounts with Brokers, Dealers, Investment Managers and/or Banks (check ONE of the following two boxes):

¨ Neither I, nor any member of my Family/Household, as of December 31 of the most recently completed calendar year, had any accounts with brokers, dealers, investment managers or banks in which any securities (including securities which are not Covered Securities) were held and with respect to which I, or a member of my Family/Household, had Beneficial Ownership.

¨ All accounts that I and/or any member of my Family/Household maintained, as of December 31 of the most recently completed calendar year, with brokers, dealers, investment managers or banks in which securities (including securities which are not Covered Securities) were held and with respect to which I, and/or any member of my Family/Household, had Beneficial Ownership are listed below:

Name(s) of Institution(s) Account # Holds Covered
Securities (Y/N)

All information provided in this Form C is true and complete to the best of my knowledge.

Signed:

Date:

Appendix C—Annual Report of all Covered Securities

Name of Access Person:                                                          

Date received by Chief Compliance Officer:                                         

Note: Copies of Broker/Account Statements may be attached in lieu of listing securities. All information should be reported as of December 31 of the most recently completed calendar year. Please use additional sheets as needed.

Title/Type/Ticker of Covered Securities / Reportable Funds Number of Shares Principal Amount

FORM D – OUTSIDE SERVICE PRE-APPROVAL AND ANNUAL CERTIFICATION

(PART I, SECTION D)

NOTE: THE CERTIFICATION PORTION OF THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CHIEF COMPLIANCE OFFICER NO LATER THAN JANUARY 31st OF EACH YEAR.

Name of Access Person:                                                                  

Calendar Year Covered by this Report:                                         

Date received by Chief Compliance Officer:                                 

¨ Annual Outside Service Certification

¨ I hereby certify that there are NO for-profit entities (public or private) for which I serve as either an Officer or member of the Board of Directors.

¨ I hereby certify that the following is a complete list of for-profit entities (public or private) for which I serve as either an Officer or member of the Board of Directors.

Name of Entity	Position	Public?
Signature	Date

¨ Outside Service Pre-Approval Request

I desire to serve in the capacity noted below for the following for-profit entity.

Name of Entity	Position	Public?
Approved By	Date

D-1

VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.

FORM E — PERSONAL TRADE SHEET

FOR THE ACCOUNT OF:                                                                                                     DATE:                                  

EMPLOYEE				COMPLIANCE USE
BUY
NO. OF					EXECUTED	TOTAL	DEMINIMUS
SHARES OR	SECURITY		DATE SHARES	DATE	PRICE	COST /	MARKET	AVG.
CONTRACTS	SYMBOL	NAME	PURCHASED?	EXECUTED	PER SHARE	PROCEEDS	CAP	VOLUME
			(*)				(if demin.)	(if demin.)
SELL

* Or sold if originally sold short.

BROKERAGE FIRM:                                                                             

This trade is in accordance with the following:

Officers, principals and employees of Vaughan Nelson Investment Management, L.P. (the “Company”) may execute orders on behalf of the Company, its subsidiaries, their own accounts or other accounts, however, it is a policy of the Company that they must avoid security transactions and activities for these accounts which might conflict with or be detrimental to the interests of clients, or which are designed to profit by market effect of the Company’s advice to its clients. A specific policy for officers, principals and employees has been established whereby all trades must be approved by authorized compliance individuals of the Company. No sales or purchases may be made by the Company or an officer or employee in a security while it is being purchased or sold for a client’s account aside from those considered to be deminimus. Officers, principals and employees of the Company may own the same securities as those held in clients’ accounts; however, the client would always receive preferential treatment on orders over those orders by officers, principals and employees of the Company.

Employee Signature:
APPROVED BY:		DATE:
	(Compliance Department Employee)