UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22099
Gateway Trust
(Exact name of Registrant as specified in charter)
399 Boylston Street, Boston, Massachusetts 02116
(Address of principal executive offices) (Zip code)
Coleen Downs Dinneen, Esq.
NGAM Distribution, L.P.
399 Boylston Street
Boston, Massachusetts 02116
(Name and address of agent for service)
Registrant’s telephone number, including area code: (617) 449-2810
Date of fiscal year end: December 31
Date of reporting period: June 30, 2014
Item 1. Reports to Stockholders.
The Registrant’s semi-annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:
SEMIANNUAL REPORT
June 30, 2014
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-14-321023/g761515g91w67.jpg)
Gateway Fund
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-14-321023/g761515g77c69.jpg)
TABLE OF CONTENTS
Portfolio Review page 1
Portfolio of Investments page 8
Financial Statements page 19
Notes to Financial Statements page 25
Barron’s/Lipper 2013 one-year ranking is based on 64 qualifying U.S. fund companies. Award recipient must have at least three funds in Lipper’s general U.S.-stock category (including at least one world and one mixed-asset/balanced), two taxable bond and one tax-exempt bond fund. Natixis was not ranked for the 5- and 10-year periods. Past performance is no guarantee of future results.
For more details visit ngam.natixis.com/TopFundFamily
GATEWAY FUND
| | |
Managers | | Symbols |
Michael T. Buckius, CFA® | | Class A GATEX |
Paul R. Stewart, CFA® | | Class C GTECX |
Kenneth H. Toft, CFA® | | Class Y GTEYX |
Gateway Investment Advisers, LLC |
Objective
The fund seeks to capture the majority of returns associated with equity market investments, while exposing investors to less risk than other equity investments.
Average Annual Total Returns — June 30, 20145
| | | | | | | | | | | | | | | | |
| | | | |
| | 6 Months | | | 1 Year | | | 5 Years | | | 10 Years | |
| | | | |
Class A (Inception 12/07/1977)1 | | | | | | | | | | | | | | | | |
NAV | | | 2.40 | % | | | 7.14 | % | | | 6.12 | % | | | 4.05 | % |
With 5.75% Maximum Sales Charge | | | -3.49 | | | | 0.98 | | | | 4.87 | | | | 3.43 | |
| | | | |
Class C (Inception 2/19/2008)1 | | | | | | | | | | | | | | | | |
NAV | | | 2.02 | | | | 6.33 | | | | 5.32 | | | | 3.26 | |
With CDSC2 | | | 1.02 | | | | 5.33 | | | | 5.32 | | | | 3.26 | |
| | | | |
Class Y (Inception 2/19/2008)1 | | | | | | | | | | | | | | | | |
NAV | | | 2.52 | | | | 7.39 | | | | 6.38 | | | | 4.20 | |
| | | | |
Comparative Performance | | | | | | | | | | | | | | | | |
S&P 500® Index3 | | | 7.14 | | | | 24.61 | | | | 18.83 | | | | 7.78 | |
Barclays U.S. Aggregate Bond Index4 | | | 3.93 | | | | 4.37 | | | | 4.85 | | | | 4.93 | |
Past performance does not guarantee future results. The table(s) do not reflect taxes shareholders might owe on any fund distributions or when they redeem their shares. Performance for periods less than one year is cumulative, not annualized. Returns reflect changes in share price and reinvestment of dividends and capital gains, if any. Unlike a fund, an index is not managed and does not reflect fees and expenses.
1 | As of the close of business on February 15 , 2008, the Fund acquired the assets and liabilities of Gateway Fund (the “Predecessor Fund”), a series of The Gateway Trust, an Ohio business trust. The Fund is the successor to the Predecessor Fund. Prior to 2/15/08 performance of Class A shares is that of the Predecessor Fund, restated to reflect the sales load of Class A shares. Prior to the inception of Class C shares (2/19/08), performance is that of the Predecessor Fund, restated to reflect the higher net expenses and sales loads of Class C shares. Prior to the inception of Class Y shares (2/19/08), performance is that of the Predecessor Fund. |
2 | Performance for Class C shares assumes a 1% contingent deferred sales charge (“CDSC”) applied when you sell shares within one year of purchase. |
3 | S&P 500® Index is a widely recognized measure of U.S. stock market performance. It is an unmanaged index of 500 common stocks chosen for market size, liquidity, and industry group representation, among other factors. |
4 | Barclays U.S. Aggregate Bond Index is an unmanaged index that covers the U.S.-dollar denominated, investment-grade, fixed-rate, taxable bond market of SEC-registered securities. The index includes bonds from the Treasury, government-related, corporate, mortgage-backed securities, asset-backed securities, and collateralized mortgage-backed securities sectors. |
5 | Fund performance has been increased by fee waivers and/or expense reimbursements, if any, without which performance would have been lower. |
1 |
ADDITIONAL INFORMATION
ADDITIONAL INDEX INFORMATION
This document may contain references to third party copyrights, indexes, and trademarks, each of which is the property of its respective owner. Such owner is not affiliated with Natixis Global Asset Management or any of its related or affiliated companies (collectively “NGAM”) and does not sponsor, endorse or participate in the provision of any NGAM services, funds or other financial products.
The index information contained herein is derived from third parties and is provided on an “as is” basis. The user of this information assumes the entire risk of use of this information. Each of the third party entities involved in compiling, computing or creating index information disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to such information.
PROXY VOTING INFORMATION
A description of the Fund’s proxy voting policies and procedures is available without charge, upon request, by calling Natixis Funds at 800-225-5478; on the Fund’s website at ngam.natixis.com; and on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. Information regarding how the fund voted proxies relating to portfolio securities during the 12-months ended June 30, 2014 is available from the Fund’s website and the SEC’s website.
QUARTERLY PORTFOLIO SCHEDULES
The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.
| 2
UNDERSTANDING FUND EXPENSES
As a mutual fund shareholder, you incur different types of costs: transaction costs, including sales charges (loads) on purchases and contingent deferred sales charges on redemptions and ongoing costs, including management fees, distribution and/or service fees (12b-1 fees), and other fund expenses. Certain exemptions may apply. These costs are described in more detail in the Fund’s prospectus. The following examples are intended to help you understand the ongoing costs of investing in the Fund and help you compare these with the ongoing costs of investing in other mutual funds.
The first line in the table for each class of Fund shares shows the actual account values and actual Fund expenses you would have paid on a $1,000 investment in the Fund from January 1, 2014 through June 30, 2014. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example $8,600 account value divided by $1,000 = 8.60) and multiply the result by the number in the Expenses Paid During Period column as shown below for your class.
The second line in the table for each class of shares provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid on your investment for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown reflect ongoing costs only, and do not include any transaction costs, such as sales charges. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative costs of owning different funds. If transaction costs were included, total costs would be higher.
| | | | | | | | | | | | |
GATEWAY FUND | | BEGINNING ACCOUNT VALUE 1/1/2014 | | | ENDING ACCOUNT VALUE 6/30/2014 | | | EXPENSES PAID DURING PERIOD* 1/1/2014 – 6/30/2014 | |
Class A | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,024.00 | | | | $4.72 | |
Hypothetical (5% return before expenses) | | | $1,000.00 | | | | $1,020.13 | | | | $4.71 | |
Class C | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,020.20 | | | | $8.52 | |
Hypothetical (5% return before expenses) | | | $1,000.00 | | | | $1,016.36 | | | | $8.50 | |
Class Y | | | | | | | | | | | | |
Actual | | | $1,000.00 | | | | $1,025.20 | | | | $3.51 | |
Hypothetical (5% return before expenses) | | | $1,000.00 | | | | $1,021.32 | | | | $3.51 | |
* | Expenses are equal to the Fund’s annualized expense ratio (after waiver/reimbursement): 0.94%, 1.70% and 0.70% for Class A, C and Y, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), divided by 365 (to reflect the half-year period). |
3 |
BOARD APPROVAL OF THE EXISTING ADVISORY AGREEMENT
The Board of Trustees of the Trust (the “Board”), including the Independent Trustees, considers matters bearing on the Fund’s advisory agreement (the “Agreement”) at most of its meetings throughout the year. Each year, usually in the spring, the Contract Review Committee of the Board meets to review the Agreement to determine whether to recommend that the full Board approve the continuation of the Agreement, typically for an additional one-year period. After the Committee has made its recommendation, the full Board, including the Independent Trustees, determines whether to approve the continuation of the Agreement.
In connection with these meetings, the Trustees receive materials that the Fund’s investment adviser (the “Adviser”) believes to be reasonably necessary for the Trustees to evaluate the Agreement. These materials generally include, among other items, (i) information on the investment performance of the Fund and the performance of a peer group and category of funds and the Fund’s performance benchmarks, (ii) information on the Fund’s advisory fee and other expenses, including information comparing the Fund’s expenses to the fees charged to institutional accounts, with similar strategies managed by the Adviser, if any, and to those of a peer group of funds and information about any applicable expense caps and fee “breakpoints,” (iii) sales and redemption data in respect of the Fund, (iv) information about the profitability of the Agreement to the Adviser and (v) information obtained through the completion by the Adviser of a questionnaire distributed on behalf of the Trustees. The Board, including the Independent Trustees, also considers other matters such as (i) the Adviser’s financial results and/or financial condition, (ii) the Fund’s investment objective and strategies and the size, education and experience of the Adviser’s investment staff and its use of technology, external research and trading cost measurement tools, (iii) arrangements in respect of the distribution of the Fund’s shares and the related costs, (iv) the procedures employed to determine the value of the Fund’s assets, (v) the allocation of the Fund’s brokerage, if any, including, if applicable, allocations to brokers affiliated with the Adviser and the use of “soft” commission dollars to pay Fund expenses and to pay for research and other similar services, (vi) the resources devoted to, and the record of compliance with, the Fund’s investment policies and restrictions, policies on personal securities transactions and other compliance policies, (vii) information about amounts invested by the Fund’s portfolio managers in the Fund or in similar accounts that they manage and (viii) the general economic outlook with particular emphasis on the mutual fund industry. Throughout the process, the Trustees are afforded the opportunity to ask questions of and request additional materials from the Adviser.
In addition to the materials requested by the Trustees in connection with their annual consideration of the continuation of the Agreement, the Trustees receive materials in advance of each regular quarterly meeting of the Board that provide detailed information about the Fund’s investment performance and the fees charged to the Fund for advisory and other services. This information generally includes, among other things, an internal performance rating for the Fund based on agreed-upon criteria, graphs showing performance and fee differentials against the Fund’s peer group/category, performance ratings provided by a third-party, total return information for various periods, and third-party performance rankings for various periods comparing the Fund against similarly categorized funds.
| 4
The portfolio management team for the Fund or other representatives of the Adviser make periodic presentations to the Contract Review Committee and/or the full Board, and if the Fund is identified as presenting possible performance concerns it may be subject to more frequent board presentations and reviews. In addition, each quarter the Trustees are provided with detailed statistical information about the Fund’s portfolio. The Trustees also receive periodic updates between meetings.
The Board most recently approved the continuation of the Agreement at its meeting held in June 2014. The Agreement was continued for a one-year period. In considering whether to approve the continuation of the Agreement, the Board, including the Independent Trustees, did not identify any single factor as determinative. Individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. Matters considered by the Trustees, including the Independent Trustees, in connection with their approval of the Agreement included, but were not limited to, the factors listed below.
The nature, extent and quality of the services provided to the Fund under the Agreement. The Trustees considered the nature, extent and quality of the services provided by the Adviser and its affiliates to the Fund and the resources dedicated to the Fund by the Adviser and its affiliates. The Trustees also considered that the Adviser or its predecessors had managed the Predecessor Fund since its inception in 1977 as well as recent changes in the Fund’s portfolio manager.
The Trustees considered not only the advisory services provided by the Adviser to the Fund, but also the administrative services provided by NGAM Advisors, L.P. (“NGAM Advisors”) and its affiliates to the Fund. The Trustees also considered the benefits to shareholders of investing in a mutual fund that is part of a family of funds that offers shareholders the right to exchange shares of one type of fund for shares of another type of fund, and provides a variety of fund and shareholder services.
After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the nature, extent and quality of services provided supported the renewal of the Agreement.
Investment performance of the Fund and the Adviser. As noted above, the Trustees received information about the performance of the Fund over various time periods, including information that compared the performance of the Fund to the performance of a peer group and category of funds and the Fund’s performance benchmark. In addition, the Trustees also reviewed data prepared by an independent third party that analyzed the performance of the Fund using a variety of performance metrics, including metrics that also measured the performance of the Fund on a risk adjusted basis.
With respect to the Fund and the Predecessor Fund, the Board concluded that the Fund’s performance or other relevant factors supported the renewal of the Fund’s Agreement. The Trustees noted that while the Fund had performance that lagged that of its peer group and/or category for certain (although not necessarily all) periods, the Board concluded that other factors relevant to performance supported the renewal of the Agreement. These factors included the following: (1) that the Fund’s performance had been consistent with its investment objective of earning positive returns while meaningfully reducing equity market
5 |
volatility and mitigating downside risk, and so its relative performance would be expected to lag in certain periods and (2) that the Fund’s more recent performance, although lagging in certain periods, had recently shown improvement relative to its category and benchmark.
The Trustees also considered the Adviser’s performance and reputation generally, the performance of the fund family generally, and the historical responsiveness of the Adviser to Trustee concerns about performance and the willingness of the Adviser to take steps intended to improve performance.
After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the performance of the Fund, the Predecessor Fund and the Adviser supported the renewal of the Agreement.
The costs of the services to be provided and profits to be realized by the Adviser and its affiliates from their respective relationships with the Fund. The Trustees considered the fees charged to the Fund for advisory services as well as the total expense level of the Fund. This information included comparisons (provided both by management and also by an independent third party) of the Fund’s advisory fee and total expense level to those of its peer group and information about the advisory fees charged by the Adviser to comparable accounts (such as institutional separate accounts), as well as information about differences in such fees and the reasons for any such differences. In considering the fees charged to comparable accounts, the Trustees considered, among other things, management’s representations about the differences between managing mutual funds as compared to other types of accounts, including the additional resources required to effectively manage mutual fund assets and the greater regulatory costs associated with the management of such assets. In evaluating the Fund’s advisory fee, the Trustees also took into account the demands, complexity and quality of the investment management of the Fund and the need for the Adviser to offer competitive compensation. The Trustees considered that over the past several years, management had made recommendations regarding reductions in advisory fee rates, implementation of advisory fee breakpoints and the institution of advisory fee waivers and expense caps for various funds in the fund family. The Trustees considered that management had instituted an expense cap for the Fund, and they considered the amounts waived or reimbursed by the Adviser under the cap.
The Trustees also considered the compensation directly or indirectly received by the Adviser and its affiliates from their relationships with the Fund. The Trustees reviewed information provided by management as to the profitability of the Adviser’s and its affiliates’ relationships with the Fund, and information about the allocation of expenses used to calculate profitability. They also reviewed information provided by management about the effect of distribution costs and changes in asset levels on Adviser profitability, including information regarding resources spent on distribution activities. When reviewing profitability, the Trustees also considered information about court cases in which adviser compensation or profitability were issues, the performance of the Fund, the expense levels of the Fund, and whether the Adviser had implemented breakpoints and/or expense caps with respect to the Fund. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the advisory fee charged to the Fund was fair and reasonable, and that the costs of these services generally and the related profitability of the Adviser and its affiliates in respect of their relationships with the Fund supported the renewal of the Agreement.
| 6
Economies of Scale. The Trustees considered the existence of any economies of scale in the provision of services by the Adviser and whether those economies are shared with the Fund through breakpoints in its investment advisory fee or other means, such as expense waivers or caps. The Trustees also discussed with management the factors considered with respect to the implementation of breakpoints in investment advisory fees or expense waivers or caps for certain funds. Management explained that a number of factors are taken into account in considering the possible implementation of breakpoints or an expense cap for a fund, including, among other things, factors such as a fund’s assets, the projected growth of a fund, projected profitability and a fund’s fees and performance. With respect to economies of scale, the Trustees noted that the Fund had breakpoints in its advisory fee and was subject to an expense cap. The Trustees further noted that management had proposed to add an additional breakpoint to the Fund’s advisory fee. In considering these issues, the Trustees also took note of the costs of the services provided (both on an absolute and a relative basis) and the profitability to the Adviser and its affiliates of their relationships with the Fund, as discussed above.
After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the extent to which economies of scale were shared with the Fund supported the renewal of the Agreement.
The Trustees also considered other factors, which included but were not limited to the following:
· | | The effect of recent market and economic events on the performance, asset levels and expense ratios of the Fund. |
· | | Whether the Fund has operated in accordance with its investment objective and the Fund’s record of compliance with its investment restrictions, and the compliance programs of the Fund and the Adviser. They also considered the compliance-related resources the Adviser and its affiliates were providing to the Fund. |
· | | The nature, quality, cost and extent of administrative and shareholder services performed by the Adviser and its affiliates, both under the Agreement and under a separate agreement covering administrative services. |
· | | So-called “fallout benefits” to the Adviser, such as the engagement of affiliates of the Adviser to provide distribution, administrative and brokerage services to the Fund, and the benefits of research made available to the Adviser by reason of brokerage commissions (if any) generated by the Fund’s securities transactions. The Trustees also considered the benefits to the parent company of NGAM Advisors from the retention of the Adviser. The Trustees considered the possible conflicts of interest associated with these fallout and other benefits, and the reporting, disclosure and other processes in place to disclose and monitor such possible conflicts of interest. |
· | | The Trustees’ review and discussion of the Fund’s advisory arrangements in prior years, and management’s record of responding to Trustee concerns raised during the year and in prior years. |
Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Trustees, including the Independent Trustees, concluded that the existing Agreement, with the addition of the breakpoint described above, should be continued through June 30, 2015.
7 |
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| Common Stocks — 100.5% of Net Assets | | | | |
| | | | Aerospace & Defense — 2.6% | |
| 449,586 | | | Boeing Co. (The)(b) | | $ | 57,200,827 | |
| 630,780 | | | Honeywell International, Inc.(b) | | | 58,631,001 | |
| 318,663 | | | Raytheon Co.(c) | | | 29,396,662 | |
| 543,536 | | | United Technologies Corp.(b) | | | 62,751,231 | |
| | | | | | | | |
| | | | 207,979,721 | |
| | | | | | | | |
| | | | Air Freight & Logistics — 0.8% | |
| 658,436 | | | United Parcel Service, Inc., Class B(b) | | | 67,595,040 | |
| | | | | | | | |
| | | | Airlines — 0.1% | |
| 157,800 | | | American Airlines Group, Inc.(d) | | | 6,779,088 | |
| 121,400 | | | United Continental Holdings, Inc.(d) | | | 4,985,898 | |
| | | | | | | | |
| | | | 11,764,986 | |
| | | | | | | | |
| | | | Auto Components — 0.1% | |
| 162,452 | | | Cooper Tire & Rubber Co.(c) | | | 4,873,560 | |
| | | | | | | | |
| | | | Automobiles — 0.4% | |
| 1,696,936 | | | Ford Motor Co.(b) | | | 29,255,177 | |
| 22,800 | | | Tesla Motors, Inc.(d) | | | 5,473,368 | |
| | | | | | | | |
| | | | 34,728,545 | |
| | | | | | | | |
| | | | Banks — 5.7% | |
| 169,647 | | | Associated Banc-Corp(c) | | | 3,067,218 | |
| 4,799,946 | | | Bank of America Corp.(c) | | | 73,775,170 | |
| 1,573,390 | | | Citigroup, Inc.(b) | | | 74,106,669 | |
| 130,602 | | | FirstMerit Corp.(c) | | | 2,579,390 | |
| 1,884,783 | | | JPMorgan Chase & Co.(b) | | | 108,601,196 | |
| 175,126 | | | Old National Bancorp | | | 2,500,799 | |
| 1,094,085 | | | U.S. Bancorp(b) | | | 47,395,762 | |
| 2,826,018 | | | Wells Fargo & Co.(b) | | | 148,535,506 | |
| | | | | | | | |
| | | | 460,561,710 | |
| | | | | | | | |
| | | | Beverages — 2.2% | |
| 2,003,219 | | | Coca-Cola Co. (The)(b) | | | 84,856,357 | |
| 156,355 | | | Monster Beverage Corp.(c)(d) | | | 11,105,896 | |
| 949,730 | | | PepsiCo, Inc.(c) | | | 84,848,878 | |
| | | | | | | | |
| | | | 180,811,131 | |
| | | | | | | | |
| | | | Biotechnology — 3.0% | |
| 80,200 | | | Alexion Pharmaceuticals, Inc.(b)(d) | | | 12,531,250 | |
| 448,703 | | | Amgen, Inc.(c) | | | 53,112,974 | |
| 146,471 | | | Biogen Idec, Inc.(c)(d) | | | 46,183,771 | |
| 369,200 | | | Celgene Corp.(b)(d) | | | 31,706,896 | |
| 921,725 | | | Gilead Sciences, Inc.(c)(d) | | | 76,420,220 | |
| 38,000 | | | Regeneron Pharmaceuticals, Inc.(c)(d) | | | 10,733,860 | |
| 112,600 | | | Vertex Pharmaceuticals, Inc.(b)(d) | | | 10,660,968 | |
| | | | | | | | |
| | | | 241,349,939 | |
| | | | | | | | |
See accompanying notes to financial statements.
| 8
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| | | | Capital Markets — 2.2% | |
| 11,536 | | | Affiliated Managers Group, Inc.(d) | | $ | 2,369,494 | |
| 1,405,206 | | | Charles Schwab Corp. (The)(b) | | | 37,842,198 | |
| 358,564 | | | Eaton Vance Corp.(c) | | | 13,550,134 | |
| 252,760 | | | Goldman Sachs Group, Inc. (The)(b) | | | 42,322,134 | |
| 487,460 | | | Legg Mason, Inc.(c) | | | 25,011,573 | |
| 874,970 | | | Morgan Stanley(b) | | | 28,287,780 | |
| 369,387 | | | TD Ameritrade Holding Corp.(b) | | | 11,580,282 | |
| 239,841 | | | Waddell & Reed Financial, Inc., Class A(c) | | | 15,011,648 | |
| | | | | | | | |
| | | | | | | 175,975,243 | |
| | | | | | | | |
| | | | Chemicals — 2.4% | |
| 765,060 | | | Dow Chemical Co. (The)(b) | | | 39,369,988 | |
| 553,301 | | | E.I. du Pont de Nemours & Co.(c) | | | 36,208,017 | |
| 295,691 | | | Eastman Chemical Co.(b) | | | 25,828,609 | |
| 333,458 | | | LyondellBasell Industries NV, Class A(c) | | | 32,562,174 | |
| 268,718 | | | Monsanto Co.(c) | | | 33,519,883 | |
| 369,523 | | | Olin Corp.(c) | | | 9,947,559 | |
| 72,924 | | | Potash Corp. of Saskatchewan, Inc.(c) | | | 2,768,195 | |
| 321,996 | | | RPM International, Inc.(c) | | | 14,869,775 | |
| | | | | | | | |
| | | | | | | 195,074,200 | |
| | | | | | | | |
| | | | Commercial Services & Supplies — 0.6% | |
| 202,742 | | | ADT Corp. (The)(c) | | | 7,083,806 | |
| 320,275 | | | R.R. Donnelley & Sons Co. | | | 5,431,864 | |
| 355,932 | | | Tyco International Ltd.(c) | | | 16,230,499 | |
| 451,602 | | | Waste Management, Inc.(c) | | | 20,200,157 | |
| | | | | | | | |
| | | | | | | 48,946,326 | |
| | | | | | | | |
| | | | Communications Equipment — 1.7% | |
| 2,684,047 | | | Cisco Systems, Inc.(c) | | | 66,698,568 | |
| 238,994 | | | Motorola Solutions, Inc.(c) | | | 15,909,831 | |
| 647,572 | | | QUALCOMM, Inc.(c) | | | 51,287,702 | |
| 273,930 | | | Telefonaktiebolaget LM Ericsson, Sponsored ADR(c) | | | 3,309,074 | |
| | | | | | | | |
| | | | | | | 137,205,175 | |
| | | | | | | | |
| | | | Consumer Finance — 1.0% | |
| 594,399 | | | American Express Co.(c) | | | 56,390,633 | |
| 461,754 | | | Discover Financial Services(b) | | | 28,619,513 | |
| | | | | | | | |
| | | | | | | 85,010,146 | |
| | | | | | | | |
| | | | Containers & Packaging — 0.5% | |
| 255,855 | | | Avery Dennison Corp.(c) | | | 13,112,569 | |
| 459,100 | | | MeadWestvaco Corp.(c) | | | 20,319,766 | |
| 116,207 | | | Sonoco Products Co.(b) | | | 5,104,973 | |
| | | | | | | | |
| | | | | | | 38,537,308 | |
| | | | | | | | |
| | | | Distributors — 0.3% | |
| 279,133 | | | Genuine Parts Co.(c) | | | 24,507,877 | |
| | | | | | | | |
See accompanying notes to financial statements.
9 |
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| | | | Diversified Financial Services — 1.6% | |
| 786,337 | | | Berkshire Hathaway, Inc., Class B(b)(d) | | $ | 99,518,811 | |
| 328,860 | | | CME Group, Inc.(b) | | | 23,332,617 | |
| 49,363 | | | IntercontinentalExchange, Inc.(b) | | | 9,324,670 | |
| | | | | | | | |
| | | | | | | 132,176,098 | |
| | | | | | | | |
| | | | Diversified Telecommunication Services — 2.2% | |
| 2,606,001 | | | AT&T, Inc.(b) | | | 92,148,195 | |
| 689,306 | | | Frontier Communications Corp.(b) | | | 4,025,547 | |
| 1,672,221 | | | Verizon Communications, Inc.(b) | | | 81,821,774 | |
| | | | | | | | |
| | | | | | | 177,995,516 | |
| | | | | | | | |
| | | | Electric Utilities — 1.2% | |
| 245,000 | | | American Electric Power Co., Inc.(c) | | | 13,663,650 | |
| 781,903 | | | Duke Energy Corp.(b) | | | 58,009,384 | |
| 78,779 | | | Hawaiian Electric Industries, Inc. | | | 1,994,684 | |
| 327,410 | | | OGE Energy Corp.(b) | | | 12,795,183 | |
| 314,976 | | | Pepco Holdings, Inc.(c) | | | 8,655,540 | |
| | | | | | | | |
| | | | | | | 95,118,441 | |
| | | | | | | | |
| | | | Electrical Equipment — 1.1% | |
| 477,307 | | | Eaton Corp. PLC(b) | | | 36,838,554 | |
| 552,776 | | | Emerson Electric Co.(b) | | | 36,682,215 | |
| 103,018 | | | Hubbell, Inc., Class B(c) | | | 12,686,667 | |
| | | | | | | | |
| | | | | | | 86,207,436 | |
| | | | | | | | |
| | | | Electronic Equipment, Instruments & Components — 0.5% | |
| 946,952 | | | Corning, Inc.(b) | | | 20,785,596 | |
| 271,907 | | | TE Connectivity Ltd.(c) | | | 16,814,729 | |
| | | | | | | | |
| | | | | | | 37,600,325 | |
| | | | | | | | |
| | | | Energy Equipment & Services — 2.7% | |
| 368,146 | | | Baker Hughes, Inc.(c) | | | 27,408,470 | |
| 52,310 | | | CARBO Ceramics, Inc.(c) | | | 8,062,017 | |
| 122,633 | | | Diamond Offshore Drilling, Inc.(c) | | | 6,086,276 | |
| 808,654 | | | Halliburton Co.(b) | | | 57,422,521 | |
| 457,358 | | | Patterson-UTI Energy, Inc.(c) | | | 15,980,088 | |
| 865,459 | | | Schlumberger Ltd.(b) | | | 102,080,889 | |
| 43,906 | | | Tidewater, Inc.(c) | | | 2,465,322 | |
| | | | | | | | |
| | | | | | | 219,505,583 | |
| | | | | | | | |
| | | | Food & Staples Retailing — 1.9% | |
| 840,817 | | | CVS Caremark Corp.(b) | | | 63,372,377 | |
| 757,850 | | | Wal-Mart Stores, Inc.(b) | | | 56,891,800 | |
| 474,456 | | | Walgreen Co.(c) | | | 35,171,423 | |
| | | | | | | | |
| | | | | | | 155,435,600 | |
| | | | | | | | |
| | | | Food Products — 1.4% | |
| 752,986 | | | ConAgra Foods, Inc.(c) | | | 22,348,624 | |
| 520,372 | | | Kraft Foods Group, Inc.(c) | | | 31,196,301 | |
| 1,574,050 | | | Mondelez International, Inc., Class A(c) | | | 59,200,021 | |
| | | | | | | | |
| | | | | | | 112,744,946 | |
| | | | | | | | |
See accompanying notes to financial statements.
| 10
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| | | | Gas Utilities — 0.3% | |
| 55,508 | | | AGL Resources, Inc.(c) | | $ | 3,054,605 | |
| 190,728 | | | National Fuel Gas Co.(c) | | | 14,934,002 | |
| 111,069 | | | ONE Gas, Inc.(c) | | | 4,192,855 | |
| 132,988 | | | WGL Holdings, Inc.(b) | | | 5,731,783 | |
| | | | | | | | |
| | | | | | | 27,913,245 | |
| | | | | | | | |
| | | | Health Care Equipment & Supplies — 2.1% | |
| 953,531 | | | Abbott Laboratories(b) | | | 38,999,418 | |
| 456,054 | | | Baxter International, Inc.(b) | | | 32,972,704 | |
| 1,386,881 | | | Boston Scientific Corp.(c)(d) | | | 17,710,470 | |
| 291,091 | | | Covidien PLC(c) | | | 26,250,587 | |
| 21,324 | | | Intuitive Surgical, Inc.(c)(d) | | | 8,781,223 | |
| 663,888 | | | Medtronic, Inc.(c) | | | 42,329,499 | |
| | | | | | | | |
| | | | | | | 167,043,901 | |
| | | | | | | | |
| | | | Health Care Providers & Services — 2.0% | |
| 481,995 | | | Aetna, Inc.(c) | | | 39,080,155 | |
| 394,525 | | | Express Scripts Holding Co.(c)(d) | | | 27,352,418 | |
| 134,644 | | | HCA Holdings, Inc.(c)(d) | | | 7,591,229 | |
| 40,000 | | | Patterson Cos., Inc. | | | 1,580,400 | |
| 76,000 | | | Quest Diagnostics, Inc. | | | 4,460,440 | |
| 625,552 | | | UnitedHealth Group, Inc.(b) | | | 51,138,876 | |
| 149,076 | | | Universal Health Services, Inc., Class B(c) | | | 14,275,518 | |
| 168,766 | | | WellPoint, Inc.(c) | | | 18,160,909 | |
| | | | | | | | |
| | | | | | | 163,639,945 | |
| | | | | | | | |
| | | | Hotels, Restaurants & Leisure — 1.5% | |
| 341,974 | | | International Game Technology(c) | | | 5,440,806 | |
| 165,050 | | | Las Vegas Sands Corp.(c) | | | 12,580,111 | |
| 593,167 | | | McDonald’s Corp.(b) | | | 59,755,644 | |
| 188,347 | | | Melco Crown Entertainment Ltd., Sponsored ADR(c) | | | 6,725,871 | |
| 390,700 | | | MGM Resorts International(c)(d) | | | 10,314,480 | |
| 56,179 | | | Tim Hortons, Inc.(c) | | | 3,074,677 | |
| 221,449 | | | Wendy’s Co. (The) | | | 1,888,960 | |
| 94,720 | | | Wynn Resorts Ltd.(c) | | | 19,660,083 | |
| | | | | | | | |
| | | | | | | 119,440,632 | |
| | | | | | | | |
| | | | Household Durables — 0.9% | |
| 496,849 | | | Leggett & Platt, Inc.(c) | | | 17,031,984 | |
| 553,591 | | | Newell Rubbermaid, Inc.(c) | | | 17,155,785 | |
| 404,596 | | | Toll Brothers, Inc.(c)(d) | | | 14,929,592 | |
| 145,198 | | | Tupperware Brands Corp.(c) | | | 12,153,073 | |
| 88,022 | | | Whirlpool Corp.(c) | | | 12,254,423 | |
| | | | | | | | |
| | | | | | | 73,524,857 | |
| | | | | | | | |
| | | | Household Products — 2.0% | |
| 542,279 | | | Colgate-Palmolive Co.(c) | | | 36,972,582 | |
| 282,581 | | | Kimberly-Clark Corp.(c) | | | 31,428,659 | |
| 1,177,505 | | | Procter & Gamble Co. (The)(b) | | | 92,540,118 | |
| | | | | | | | |
| | | | | | | 160,941,359 | |
| | | | | | | | |
See accompanying notes to financial statements.
11 |
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| | | | Industrial Conglomerates — 2.3% | |
| 363,646 | | | 3M Co.(b) | | $ | 52,088,653 | |
| 5,194,719 | | | General Electric Co.(c) | | | 136,517,215 | |
| | | | | | | | |
| | | | | | | 188,605,868 | |
| | | | | | | | |
| | | | Insurance — 2.8% | |
| 66,232 | | | Aegon NV, NY Registered Shares, Sponsored ADR(c) | | | 580,855 | |
| 247,214 | | | Aflac, Inc.(b) | | | 15,389,071 | |
| 526,212 | | | Allstate Corp. (The)(c) | | | 30,899,169 | |
| 824,186 | | | American International Group, Inc.(b) | | | 44,984,072 | |
| 169,698 | | | Aon PLC(c) | | | 15,288,093 | |
| 279,299 | | | Arthur J. Gallagher & Co.(b) | | | 13,015,333 | |
| 351,387 | | | Fidelity National Financial, Inc., Class A(c) | | | 11,511,438 | |
| 425,066 | | | Lincoln National Corp.(c) | | | 21,865,395 | |
| 508,491 | | | Marsh & McLennan Cos., Inc.(c) | | | 26,350,004 | |
| 452,824 | | | Old Republic International Corp.(c) | | | 7,489,709 | |
| 262,874 | | | Principal Financial Group, Inc.(c) | | | 13,269,879 | |
| 190,624 | | | Travelers Cos., Inc. (The)(c) | | | 17,932,000 | |
| 344,887 | | | XL Group PLC(c) | | | 11,288,151 | |
| | | | | | | | |
| | | | | | | 229,863,169 | |
| | | | | | | | |
| | | | Internet & Catalog Retail — 1.2% | |
| 245,480 | | | Amazon.com, Inc.(c)(d) | | | 79,726,994 | |
| 17,631 | | | Lands’ End, Inc.(c)(d) | | | 592,049 | |
| 37,045 | | | Netflix, Inc.(b)(d) | | | 16,322,027 | |
| | | | | | | | |
| | | | | | | 96,641,070 | |
| | | | | | | | |
| | | | Internet Software & Services — 3.7% | |
| 207,722 | | | Akamai Technologies, Inc.(c)(d) | | | 12,683,505 | |
| 44,824 | | | Baidu, Inc., Sponsored ADR(c)(d) | | | 8,373,572 | |
| 729,210 | | | eBay, Inc.(c)(d) | | | 36,504,253 | |
| 568,077 | | | Facebook, Inc., Class A(b)(d) | | | 38,225,901 | |
| 145,842 | | | Google, Inc., Class A(c)(d) | | | 85,269,442 | |
| 145,842 | | | Google, Inc., Class C(c)(d) | | | 83,899,986 | |
| 41,854 | | | LinkedIn Corp., Class A(c)(d) | | | 7,176,705 | |
| 236,066 | | | VeriSign, Inc.(c)(d) | | | 11,522,382 | |
| 434,333 | | | Yahoo!, Inc.(b)(d) | | | 15,258,118 | |
| | | | | | | | |
| | | | | | | 298,913,864 | |
| | | | | | | | |
| | | | IT Services — 3.6% | |
| 640,636 | | | Automatic Data Processing, Inc.(c) | | | 50,789,622 | |
| 159,578 | | | Broadridge Financial Solutions, Inc.(c) | | | 6,644,828 | |
| 501,840 | | | Cognizant Technology Solutions Corp., Class A(c)(d) | | | 24,544,994 | |
| 351,538 | | | Fidelity National Information Services, Inc.(b) | | | 19,243,190 | |
| 424,228 | | | International Business Machines Corp.(b) | | | 76,899,810 | |
| 778,765 | | | Paychex, Inc.(c) | | | 32,365,473 | |
| 305,601 | | | Visa, Inc., Class A(c) | | | 64,393,187 | |
| 759,391 | | | Western Union Co. (The)(c) | | | 13,167,840 | |
| | | | | | | | |
| | | | | | | 288,048,944 | |
| | | | | | | | |
See accompanying notes to financial statements.
| 12
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| | | | Leisure Products — 0.3% | |
| 662,426 | | | Mattel, Inc.(c) | | $ | 25,814,741 | |
| | | | | | | | |
| | | | Life Sciences Tools & Services — 0.0% | |
| 20,800 | | | Illumina, Inc.(d) | | | 3,713,632 | |
| | | | | | | | |
| | | | Machinery — 2.5% | |
| 297,377 | | | Caterpillar, Inc.(c) | | | 32,315,959 | |
| 251,963 | | | Cummins, Inc.(c) | | | 38,875,371 | |
| 223,938 | | | Deere & Co.(c) | | | 20,277,586 | |
| 241,235 | | | Parker Hannifin Corp.(c) | | | 30,330,477 | |
| 212,982 | | | Pentair PLC(c) | | | 15,360,262 | |
| 109,186 | | | Snap-on, Inc.(c) | | | 12,940,725 | |
| 168,959 | | | SPX Corp.(c) | | | 18,283,053 | |
| 244,047 | | | Stanley Black & Decker, Inc.(c) | | | 21,432,207 | |
| 173,724 | | | Timken Co. (The)(c) | | | 11,785,436 | |
| | | | | | | | |
| | | | | | | 201,601,076 | |
| | | | | | | | |
| | | | Media — 3.7% | |
| 1,116,200 | | | Comcast Corp., Class A(b) | | | 59,917,616 | |
| 55,499 | | | Liberty Global PLC, Class A(c)(d) | | | 2,454,166 | |
| 155,555 | | | Liberty Global PLC, Series C(c)(d) | | | 6,581,532 | |
| 243,853 | | | News Corp., Class B(d) | | | 4,255,235 | |
| 369,130 | | | Omnicom Group, Inc.(c) | | | 26,289,439 | |
| 2,399,600 | | | Sirius XM Holdings, Inc.(b)(d) | | | 8,302,616 | |
| 281,777 | | | Time Warner Cable, Inc.(c) | | | 41,505,752 | |
| 784,044 | | | Time Warner, Inc.(c) | | | 55,079,091 | |
| 105,906 | | | Time, Inc.(b)(d) | | | 2,565,031 | |
| 1,089,023 | | | Walt Disney Co. (The)(b) | | | 93,372,832 | |
| | | | | | | | |
| | | | | | | 300,323,310 | |
| | | | | | | | |
| | | | Metals & Mining — 0.9% | |
| 794,380 | | | Alcoa, Inc.(b) | | | 11,828,318 | |
| 721,818 | | | Freeport-McMoRan Copper & Gold, Inc.(c) | | | 26,346,357 | |
| 373,483 | | | Nucor Corp.(c) | | | 18,394,038 | |
| 205,799 | | | Southern Copper Corp.(b) | | | 6,250,116 | |
| 499,488 | | | Steel Dynamics, Inc.(c) | | | 8,965,810 | |
| 117,586 | | | Worthington Industries, Inc. | | | 5,060,901 | |
| | | | | | | | |
| | | | | | | 76,845,540 | |
| | | | | | | | |
| | | | Multi-Utilities — 1.4% | |
| 637,824 | | | Ameren Corp.(c) | | | 26,074,245 | |
| 555,626 | | | CenterPoint Energy, Inc.(c) | | | 14,190,688 | |
| 537,414 | | | Consolidated Edison, Inc.(c) | | | 31,030,284 | |
| 117,913 | | | Integrys Energy Group, Inc.(c) | | | 8,387,152 | |
| 861,486 | | | Public Service Enterprise Group, Inc.(c) | | | 35,140,014 | |
| | | | | | | | |
| | | | | | | 114,822,383 | |
| | | | | | | | |
| | | | Multiline Retail — 0.8% | |
| 413,369 | | | Macy’s, Inc.(c) | | | 23,983,670 | |
| 279,529 | | | Nordstrom, Inc.(b) | | | 18,988,405 | |
See accompanying notes to financial statements.
13 |
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| | | | Multiline Retail — continued | |
| 58,617 | | | Sears Holdings Corp.(d) | | $ | 2,342,335 | |
| 348,544 | | | Target Corp.(c) | | | 20,198,125 | |
| | | | | | | | |
| | | | | | | 65,512,535 | |
| | | | | | | | |
| | | | Oil, Gas & Consumable Fuels — 8.3% | |
| 89,300 | | | Cheniere Energy, Inc.(d) | | | 6,402,810 | |
| 703,847 | | | Chesapeake Energy Corp.(c) | | | 21,875,565 | |
| 997,970 | | | Chevron Corp.(b) | | | 130,284,984 | |
| 33,300 | | | Concho Resources, Inc.(d) | | | 4,811,850 | |
| 998,118 | | | ConocoPhillips(b) | | | 85,568,656 | |
| 478,735 | | | CONSOL Energy, Inc.(c) | | | 22,055,322 | |
| 22,000 | | | Continental Resources, Inc.(d) | | | 3,476,880 | |
| 2,082,577 | | | Exxon Mobil Corp.(b) | | | 209,673,852 | |
| 44,500 | | | Gulfport Energy Corp.(d) | | | 2,794,600 | |
| 140,793 | | | HollyFrontier Corp.(b) | | | 6,151,246 | |
| 613,532 | | | Occidental Petroleum Corp.(b) | | | 62,966,789 | |
| 444,276 | | | ONEOK, Inc.(c) | | | 30,246,310 | |
| 499,237 | | | Phillips 66(c) | | | 40,153,632 | |
| 608,971 | | | Southwestern Energy Co.(c)(d) | | | 27,702,091 | |
| 108,568 | | | Statoil ASA, Sponsored ADR(c) | | | 3,347,151 | |
| 52,949 | | | Total S.A., Sponsored ADR(c) | | | 3,822,918 | |
| 211,159 | | | Valero Energy Corp.(b) | | | 10,579,066 | |
| 33,800 | | | Whiting Petroleum Corp.(d) | | | 2,712,450 | |
| | | | | | | | |
| | | | | | | 674,626,172 | |
| | | | | | | | |
| | | | Personal Products — 0.1% | |
| 353,721 | | | Avon Products, Inc. | | | 5,167,864 | |
| 39,970 | | | Herbalife Ltd.(c) | | | 2,579,664 | |
| | | | | | | | |
| | | | | | | 7,747,528 | |
| | | | | | | | |
| | | | Pharmaceuticals — 6.0% | |
| 881,683 | | | AbbVie, Inc.(c) | | | 49,762,189 | |
| 1,080,611 | | | Bristol-Myers Squibb Co.(c) | | | 52,420,440 | |
| 620,657 | | | Eli Lilly & Co.(c) | | | 38,586,246 | |
| 112,517 | | | GlaxoSmithKline PLC, Sponsored ADR(c) | | | 6,017,409 | |
| 1,276,612 | | | Johnson & Johnson(b) | | | 133,559,147 | |
| 36,386 | | | Mallinckrodt PLC(d) | | | 2,911,608 | |
| 1,615,299 | | | Merck & Co., Inc.(b) | | | 93,445,047 | |
| 3,564,177 | | | Pfizer, Inc.(b) | | | 105,784,773 | |
| | | | | | | | |
| | | | | | | 482,486,859 | |
| | | | | | | | |
| | | | Professional Services — 0.1% | |
| 72,152 | | | Dun & Bradstreet Corp. (The)(c) | | | 7,951,150 | |
| | | | | | | | |
| | | | REITs – Diversified — 0.5% | |
| 1,214,147 | | | Duke Realty Corp.(b) | | | 22,048,910 | |
| 528,528 | | | Liberty Property Trust(c) | | | 20,047,067 | |
| | | | | | | | |
| | | | | | | 42,095,977 | |
| | | | | | | | |
See accompanying notes to financial statements.
| 14
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| | | | REITs – Health Care — 0.6% | |
| 122,701 | | | Healthcare Realty Trust, Inc.(c) | | $ | 3,119,059 | |
| 480,157 | | | Senior Housing Properties Trust(b) | | | 11,663,014 | |
| 510,185 | | | Ventas, Inc.(c) | | | 32,702,859 | |
| | | | | | | | |
| | | | | | | 47,484,932 | |
| | | | | | | | |
| | | | REITs – Mortgage — 0.5% | |
| 882,714 | | | American Capital Agency Corp.(b) | | | 20,664,335 | |
| 1,577,901 | | | Annaly Capital Management, Inc.(c) | | | 18,035,408 | |
| 248,413 | | | Hatteras Financial Corp.(c) | | | 4,921,062 | |
| | | | | | | | |
| | | | | | | 43,620,805 | |
| | | | | | | | |
| | | | REITs – Office Property — 0.2% | |
| 367,300 | | | American Realty Capital Properties, Inc. | | | 4,602,269 | |
| 425,213 | | | Mack-Cali Realty Corp.(c) | | | 9,133,575 | |
| | | | | | | | |
| | | | | | | 13,735,844 | |
| | | | | | | | |
| | | | Road & Rail — 0.7% | |
| 47,200 | | | Avis Budget Group, Inc.(d) | | | 2,817,368 | |
| 1,305,990 | | | CSX Corp.(b) | | | 40,237,552 | |
| 394,457 | | | Hertz Global Holdings, Inc.(c)(d) | | | 11,056,630 | |
| | | | | | | | |
| | | | | | | 54,111,550 | |
| | | | | | | | |
| | | | Semiconductors & Semiconductor Equipment — 2.9% | |
| 663,475 | | | Advanced Micro Devices, Inc.(c)(d) | | | 2,779,960 | |
| 293,513 | | | Altera Corp.(b) | | | 10,202,512 | |
| 350,716 | | | Analog Devices, Inc.(c) | | | 18,963,214 | |
| 1,171,944 | | | Applied Materials, Inc.(c) | | | 26,427,337 | |
| 64,712 | | | First Solar, Inc.(d) | | | 4,598,435 | |
| 2,517,975 | | | Intel Corp.(c) | | | 77,805,428 | |
| 308,428 | | | Linear Technology Corp.(c) | | | 14,517,706 | |
| 345,368 | | | Microchip Technology, Inc.(c) | | | 16,857,412 | |
| 469,800 | | | Micron Technology, Inc.(b)(d) | | | 15,479,910 | |
| 466,539 | | | NVIDIA Corp.(c) | | | 8,649,633 | |
| 135,944 | | | Skyworks Solutions, Inc.(c) | | | 6,383,930 | |
| 392,402 | | | Texas Instruments, Inc.(c) | | | 18,752,892 | |
| 288,156 | | | Xilinx, Inc.(c) | | | 13,632,660 | |
| | | | | | | | |
| | | | | | | 235,051,029 | |
| | | | | | | | |
| | | | Software — 3.8% | |
| 317,718 | | | Activision Blizzard, Inc.(c) | | | 7,085,111 | |
| 456,313 | | | Adobe Systems, Inc.(c)(d) | | | 33,018,809 | |
| 323,697 | | | Autodesk, Inc.(c)(d) | | | 18,250,037 | |
| 3,684,939 | | | Microsoft Corp.(c) | | | 153,661,956 | |
| 174,900 | | | Nuance Communications, Inc.(c)(d) | | | 3,282,873 | |
| 1,812,115 | | | Oracle Corp.(b) | | | 73,445,021 | |
| 567,178 | | | Symantec Corp.(b) | | | 12,988,376 | |
| 230,100 | | | TIBCO Software, Inc.(c)(d) | | | 4,641,117 | |
| | | | | | | | |
| | | | 306,373,300 | |
| | | | | | | | |
See accompanying notes to financial statements.
15 |
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Shares | | | Description | | Value (†) | |
| | | | Specialty Retail — 2.4% | |
| 59,554 | | | Abercrombie & Fitch Co., Class A(c) | | $ | 2,575,711 | |
| 252,396 | | | American Eagle Outfitters, Inc. | | | 2,831,883 | |
| 201,924 | | | Best Buy Co., Inc.(c) | | | 6,261,663 | |
| 218,515 | | | Foot Locker, Inc.(c) | | | 11,083,081 | |
| 359,908 | | | Gap, Inc. (The)(c) | | | 14,961,376 | |
| 767,440 | | | Home Depot, Inc. (The)(b) | | | 62,131,942 | |
| 304,742 | | | L Brands, Inc.(c) | | | 17,876,166 | |
| 815,877 | | | Lowe’s Cos., Inc.(c) | | | 39,153,937 | |
| 193,776 | | | Tiffany & Co.(c) | | | 19,426,044 | |
| 266,363 | | | TJX Cos., Inc. (The)(c) | | | 14,157,193 | |
| | | | | | | | |
| | | | 190,458,996 | |
| | | | | | | | |
| | | | Technology Hardware, Storage & Peripherals — 4.2% | |
| 2,910,786 | | | Apple, Inc.(c) | | | 270,499,343 | |
| 877,947 | | | EMC Corp.(b) | | | 23,125,124 | |
| 1,000,345 | | | Hewlett-Packard Co.(c) | | | 33,691,619 | |
| 216,868 | | | Seagate Technology PLC(c) | | | 12,322,440 | |
| | | | | | | | |
| | | | 339,638,526 | |
| | | | | | | | |
| | | | Thrifts & Mortgage Finance — 0.2% | |
| 787,432 | | | New York Community Bancorp, Inc.(c) | | | 12,583,163 | |
| | | | | | | | |
| | | | Tobacco — 1.7% | |
| 1,166,918 | | | Altria Group, Inc.(c) | | | 48,940,541 | |
| 693,203 | | | Philip Morris International, Inc.(b) | | | 58,443,945 | |
| 380,511 | | | Reynolds American, Inc.(c) | | | 22,963,839 | |
| 167,522 | | | Vector Group Ltd.(c) | | | 3,464,355 | |
| | | | | | | | |
| | | | 133,812,680 | |
| | | | | | | | |
| | | | Trading Companies & Distributors — 0.1% | |
| 124,960 | | | GATX Corp.(c) | | | 8,364,822 | |
| | | | | | | | |
| | | | Total Common Stocks (Identified Cost $4,791,714,881) | | | 8,135,058,256 | |
| | | | | | | | |
| | | | | | | | |
Contracts | | | | | | |
| Purchased Options — 0.2% | | | | |
| | | | Index Options — 0.2% | |
| 7,123 | | | On S&P 500® Index, Put expiring July 19, 2014 at 1725 | | | 462,995 | |
| 5,670 | | | On S&P 500® Index, Put expiring August 16, 2014 at 1725 | | | 1,190,700 | |
| 7,810 | | | On S&P 500® Index, Put expiring August 16, 2014 at 1750 | | | 1,991,550 | |
| 7,123 | | | On S&P 500® Index, Put expiring August 16, 2014 at 1775 | | | 2,314,975 | |
| 7,854 | | | On S&P 500® Index, Put expiring September 20, 2014 at 1750 | | | 4,987,290 | |
| 5,484 | | | On S&P 500® Index, Put expiring September 20, 2014 at 1775 | | | 4,250,100 | |
| | | | | | | | |
| | | | Total Purchased Options (Identified Cost $36,458,777) | | | 15,197,610 | |
| | | | | | | | |
See accompanying notes to financial statements.
| 16
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
| | | | | | | | |
Principal Amount | | | Description | | Value (†) | |
| Short-Term Investments — 0.9% | | | | |
$ | 77,487,768 | | | Tri-Party Repurchase Agreement with Fixed Income Clearing Corporation, dated 6/30/2014 at 0.010% to be repurchased at $77,487,790 on 7/01/2014 collateralized by $78,645,000 U.S. Treasury Note, 1.625% due 4/30/2019 valued at $79,038,225 including accrued interest (Note 2 of Notes to Financial Statements) (Identified Cost $77,487,768) | | $ | 77,487,768 | |
| | | | | | | | |
| | | | | | | | |
| | | | Total Investments — 101.6% (Identified Cost $4,905,661,426)(a) | | | 8,227,743,634 | |
| | | | Other assets less liabilities — (1.6)% | | | (131,300,797 | ) |
| | | | | | | | |
| | | | Net Assets — 100.0% | | $ | 8,096,442,837 | |
| | | | | | | | |
| | | | | | | | |
Contracts | | | | | | |
| Written Options — (2.2%) | | | | |
| | | | Index Options — (2.2%) | |
| 4,727 | | | On S&P 500® Index, Call expiring July 03, 2014 at 1930 | | $ | (14,748,240 | ) |
| 4,685 | | | On S&P 500® Index, Call expiring July 11, 2014 at 1975 | | | (1,663,175 | ) |
| 4,818 | | | On S&P 500® Index, Call expiring July 19, 2014 at 1875 | | | (41,579,340 | ) |
| 4,507 | | | On S&P 500® Index, Call expiring July 19, 2014 at 1900 | | | (28,168,750 | ) |
| 3,899 | | | On S&P 500® Index, Call expiring July 19, 2014 at 1950 | | | (7,953,960 | ) |
| 9,697 | | | On S&P 500® Index, Call expiring August 16, 2014 at 1925 | | | (46,642,570 | ) |
| 4,819 | | | On S&P 500® Index, Call expiring August 16, 2014 at 1950 | | | (14,649,760 | ) |
| 3,912 | | | On S&P 500® Index, Call expiring September 20, 2014 at 1925 | | | (22,494,000 | ) |
| | | | | | | | |
| | | | Total Written Options (Premiums Received $126,036,150) | | $ | (177,899,795 | ) |
| | | | | | | | |
| | | | | | | | |
| (†) | | | See Note 2 of Notes to Financial Statements. | | | | |
| (a) | | | Federal Tax Information (Amounts exclude certain adjustments that will be made at the end of the Fund’s fiscal year for tax purposes. Such adjustments are primarily due to wash sales.): | |
| | | | At June 30, 2014, the net unrealized appreciation on investments based on a cost of $4,905,661,426 for federal income tax purposes was as follows: | |
| | | | Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost | | $ | 3,392,783,602 | |
| | | | Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value | | | (70,701,394 | ) |
| | | | | | | | |
| | | | Net unrealized appreciation | | $ | 3,322,082,208 | |
| | | | | | | | |
| | | | | | | | |
| (b) | | | A portion of this security has been pledged as collateral for outstanding call options. | |
| (c) | | | All of this security has been pledged as collateral for outstanding call options. | |
| (d) | | | Non-income producing security. | |
| | | | | | | | |
| ADR | | | An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. The values of ADRs may be significantly influenced by trading on exchanges not located in the United States. | |
| REITs | | | Real Estate Investment Trusts | |
See accompanying notes to financial statements.
17 |
Portfolio of Investments – as of June 30, 2014 (Unaudited)
Gateway Fund – (continued)
Industry Summary at June 30, 2014 (Unaudited)
| | | | |
Oil, Gas & Consumable Fuels | | | 8.3 | % |
Pharmaceuticals | | | 6.0 | |
Banks | | | 5.7 | |
Technology Hardware, Storage & Peripherals | | | 4.2 | |
Software | | | 3.8 | |
Media | | | 3.7 | |
Internet Software & Services | | | 3.7 | |
IT Services | | | 3.6 | |
Biotechnology | | | 3.0 | |
Semiconductors & Semiconductor Equipment | | | 2.9 | |
Insurance | | | 2.8 | |
Energy Equipment & Services | | | 2.7 | |
Aerospace & Defense | | | 2.6 | |
Machinery | | | 2.5 | |
Chemicals | | | 2.4 | |
Specialty Retail | | | 2.4 | |
Industrial Conglomerates | | | 2.3 | |
Beverages | | | 2.2 | |
Diversified Telecommunication Services | | | 2.2 | |
Capital Markets | | | 2.2 | |
Health Care Equipment & Supplies | | | 2.1 | |
Health Care Providers & Services | | | 2.0 | |
Household Products | | | 2.0 | |
Other Investments, less than 2% each | | | 25.4 | |
Short-Term Investments | | | 0.9 | |
| | | | |
Total Investments | | | 101.6 | |
Other assets less liabilities (including open written options) | | | (1.6 | ) |
| | | | |
Net Assets | | | 100.0 | % |
| | | | |
See accompanying notes to financial statements.
| 18
Statement of Assets and Liabilities
June 30, 2014 (Unaudited)
| | | | |
ASSETS | | | | |
Investments at cost | | $ | 4,905,661,426 | |
Net unrealized appreciation | | | 3,322,082,208 | |
| | | | |
Investments at value | | | 8,227,743,634 | |
Cash | | | 55,239 | |
Receivable for Fund shares sold | | | 18,572,361 | |
Receivable for securities sold | | | 117,857,760 | |
Dividends and interest receivable | | | 10,445,698 | |
Tax reclaims receivable | | | 6,719 | |
| | | | |
TOTAL ASSETS | | | 8,374,681,411 | |
| | | | |
LIABILITIES | | | | |
Options written, at value (premiums received $126,036,150) (Note 2) | | | 177,899,795 | |
Payable for securities purchased | | | 87,752,507 | |
Payable for Fund shares redeemed | | | 7,298,519 | |
Management fees payable (Note 6) | | | 3,729,123 | |
Deferred Trustees’ fees (Note 6) | | | 335,927 | |
Administrative fees payable (Note 6) | | | 287,487 | |
Payable to distributor (Note 6d) | | | 46,536 | |
Other accounts payable and accrued expenses | | | 888,680 | |
| | | | |
TOTAL LIABILITIES | | | 278,238,574 | |
| | | | |
NET ASSETS | | $ | 8,096,442,837 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Paid-in capital | | $ | 7,060,776,168 | |
Undistributed net investment income | | | 5,085,428 | |
Accumulated net realized loss on investments, options written and foreign currency transactions | | | (2,239,637,322 | ) |
Net unrealized appreciation on investments and options written | | | 3,270,218,563 | |
| | | | |
NET ASSETS | | $ | 8,096,442,837 | |
| | | | |
COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE: | | | | |
Class A shares: | | | | |
Net assets | | $ | 2,345,171,905 | |
| | | | |
Shares of beneficial interest | | | 79,558,323 | |
| | | | |
Net asset value and redemption price per share | | $ | 29.48 | |
| | | | |
Offering price per share (100/94.25 of net asset value) (Note 1) | | $ | 31.28 | |
| | | | |
Class C shares: (redemption price per share is equal to net asset value less any applicable contingent deferred sales charge) (Note 1) | | | | |
Net assets | | $ | 347,798,528 | |
| | | | |
Shares of beneficial interest | | | 11,842,779 | |
| | | | |
Net asset value and offering price per share | | $ | 29.37 | |
| | | | |
Class Y shares: | | | | |
Net assets | | $ | 5,403,472,404 | |
| | | | |
Shares of beneficial interest | | | 183,347,517 | |
| | | | |
Net asset value, offering and redemption price per share | | $ | 29.47 | |
| | | | |
See accompanying notes to financial statements.
19 |
Statement of Operations
For the Six Months Ended June 30, 2014 (Unaudited)
| | | | |
INVESTMENT INCOME | | | | |
Dividends | | $ | 94,443,799 | |
Interest | | | 282 | |
Less net foreign taxes withheld | | | (110,307 | ) |
| | | | |
| | | 94,333,774 | |
| | | | |
Expenses | | | | |
Management fees (Note 6) | | | 25,424,759 | |
Service and distribution fees (Note 6) | | | 4,579,962 | |
Administrative fees (Note 6) | | | 1,754,822 | |
Trustees’ fees and expenses (Note 6) | | | 78,719 | |
Transfer agent fees and expenses (Note 6) | | | 3,202,439 | |
Audit and tax services fees | | | 33,902 | |
Custodian fees and expenses | | | 94,730 | |
Legal fees | | | 43,181 | |
Registration fees | | | 172,455 | |
Shareholder reporting expenses | | | 204,999 | |
Miscellaneous expenses | | | 97,762 | |
| | | | |
Total expenses | | | 35,687,730 | |
Less waiver and/or expense reimbursement (Note 6) | | | (3,002,093 | ) |
| | | | |
Net expenses | | | 32,685,637 | |
| | | | |
Net investment income | | | 61,648,137 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, OPTIONS WRITTEN AND FOREIGN CURRENCY TRANSACTIONS | | | | |
Net realized gain (loss) on: | | | | |
Investments | | | 272,494,921 | |
Options written | | | (223,896,005 | ) |
Foreign currency transactions | | | 46 | |
Net change in unrealized appreciation (depreciation) on: | | | | |
Investments | | | 19,444,436 | |
Options written | | | 67,802,645 | |
| | | | |
Net realized and unrealized gain on investments, options written and foreign currency transactions | | | 135,846,043 | |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 197,494,180 | |
| | | | |
See accompanying notes to financial statements.
| 20
Statement of Changes in Net Assets
| | | | | | | | |
| | Six Months Ended June 30, 2014 (Unaudited) | | | Year Ended December 31, 2013 | |
FROM OPERATIONS: | | | | | | | | |
Net investment income | | $ | 61,648,137 | | | $ | 128,103,134 | |
Net realized gain (loss) on investments, options written and foreign currency transactions | | | 48,598,962 | | | | (580,142,877 | ) |
Net change in unrealized appreciation (depreciation) on investments and options written | | | 87,247,081 | | | | 1,074,723,913 | |
| | | | | | | | |
Net increase in net assets resulting from operations | | | 197,494,180 | | | | 622,684,170 | |
| | | | | | | | |
FROM DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Net investment income | | | | | | | | |
Class A | | | (17,131,346 | ) | | | (29,673,542 | ) |
Class C | | | (1,320,466 | ) | | | (1,877,783 | ) |
Class Y | | | (45,661,388 | ) | | | (84,652,953 | ) |
| | | | | | | | |
Total distributions | | | (64,113,200 | ) | | | (116,204,278 | ) |
| | | | | | | | |
NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS (NOTE 10) | | | (240,194,095 | ) | | | 689,098,852 | |
| | | | | | | | |
Net increase (decrease) in net assets | | | (106,813,115 | ) | | | 1,195,578,744 | |
NET ASSETS | | | | | | | | |
Beginning of the period | | | 8,203,255,952 | | | | 7,007,677,208 | |
| | | | | | | | |
End of the period | | $ | 8,096,442,837 | | | $ | 8,203,255,952 | |
| | | | | | | | |
UNDISTRIBUTED NET INVESTMENT INCOME | | $ | 5,085,428 | | | $ | 7,550,491 | |
| | | | | | | | |
See accompanying notes to financial statements.
21 |
This Page Intentionally Left Blank
| 22
Financial Highlights
For a share outstanding throughout each period
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Income (Loss) from Investment Operations: | | | Less Distributions: | |
| | Net asset value, beginning of the period | | | Net investment income(a) | | | Net realized and unrealized gain (loss) | | | Total from investment operations | | | Dividends from net investment income | | | Distributions from net realized capital gains | | | Total distributions | |
Class A | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
6/30/2014(f) | | $ | 29.00 | | | $ | 0.20 | | | $ | 0.49 | | | $ | 0.69 | | | $ | (0.21 | ) | | $ | – | | | $ | (0.21 | ) |
12/31/2013 | | | 27.13 | | | | 0.43 | | | | 1.82 | | | | 2.25 | | | | (0.38 | ) | | | – | | | | (0.38 | ) |
12/31/2012 | | | 26.40 | | | | 0.48 | | | | 0.72 | | | | 1.20 | | | | (0.47 | ) | | | – | | | | (0.47 | ) |
12/31/2011 | | | 26.06 | | | | 0.44 | | | | 0.33 | | | | 0.77 | | | | (0.43 | ) | | | – | | | | (0.43 | ) |
12/31/2010 | | | 25.25 | | | | 0.40 | | | | 0.81 | | | | 1.21 | | | | (0.40 | ) | | | – | | | | (0.40 | ) |
12/31/2009 | | | 24.17 | | | | 0.49 | | | | 1.06 | | | | 1.55 | | | | (0.47 | ) | | | – | | | | (0.47 | ) |
Class C | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
6/30/2014(f) | | | 28.90 | | | | 0.09 | | | | 0.49 | | | | 0.58 | | | | (0.11 | ) | | | – | | | | (0.11 | ) |
12/31/2013 | | | 27.04 | | | | 0.21 | | | | 1.82 | | | | 2.03 | | | | (0.17 | ) | | | – | | | | (0.17 | ) |
12/31/2012 | | | 26.32 | | | | 0.28 | | | | 0.71 | | | | 0.99 | | | | (0.27 | ) | | | – | | | | (0.27 | ) |
12/31/2011 | | | 25.98 | | | | 0.24 | | | | 0.33 | | | | 0.57 | | | | (0.23 | ) | | | – | | | | (0.23 | ) |
12/31/2010 | | | 25.18 | | | | 0.21 | | | | 0.80 | | | | 1.01 | | | | (0.21 | ) | | | – | | | | (0.21 | ) |
12/31/2009 | | | 24.11 | | | | 0.30 | | | | 1.07 | | | | 1.37 | | | | (0.30 | ) | | | – | | | | (0.30 | ) |
Class Y | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
6/30/2014(f) | | | 28.99 | | | | 0.24 | | | | 0.49 | | | | 0.73 | | | | (0.25 | ) | | | – | | | | (0.25 | ) |
12/31/2013 | | | 27.12 | | | | 0.50 | | | | 1.82 | | | | 2.32 | | | | (0.45 | ) | | | – | | | | (0.45 | ) |
12/31/2012 | | | 26.39 | | | | 0.56 | | | | 0.70 | | | | 1.26 | | | | (0.53 | ) | | | – | | | | (0.53 | ) |
12/31/2011 | | | 26.06 | | | | 0.50 | | | | 0.32 | | | | 0.82 | | | | (0.49 | ) | | | – | | | | (0.49 | ) |
12/31/2010 | | | 25.24 | | | | 0.47 | | | | 0.81 | | | | 1.28 | | | | (0.46 | ) | | | – | | | | (0.46 | ) |
12/31/2009 | | | 24.17 | | | | 0.54 | | | | 1.06 | | | | 1.60 | | | | (0.53 | ) | | | – | | | | (0.53 | ) |
(a) | Per share net investment income has been calculated using the average shares outstanding during the period. |
(b) | Had certain expenses not been waived/reimbursed during the period, if applicable, total returns would have been lower. |
(c) | A sales charge for Class A shares and a contingent deferred sales charge for Class C shares are not reflected in total return calculations. Periods less than one year, if applicable, are not annualized. |
(d) | The investment adviser agreed to waive its fees and/or reimburse a portion of the Fund’s expenses during the period, if applicable. Without this waiver/reimbursement, expenses would have been higher. |
(e) | Computed on an annualized basis for periods less than one year, if applicable. |
(f) | For the six months ended June 30, 2014 (Unaudited). |
See accompanying notes to financial statements.
23 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | Ratios to Average Net Assets: | | | | |
Net asset value, end of the period | | | Total return (%) (b)(c) | | | Net assets, end of the period (000’s) | | | Net expenses (%) (d)(e) | | | Gross expenses (%) (e) | | | Net investment income (%) (e) | | | Portfolio turnover rate (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 29.48 | | | | 2.40 | | | $ | 2,345,172 | | | | 0.94 | | | | 1.02 | | | | 1.40 | | | | 3 | |
| 29.00 | | | | 8.39 | | | | 2,351,788 | | | | 0.94 | | | | 1.03 | | | | 1.51 | | | | 10 | |
| 27.13 | | | | 4.51 | | | | 2,066,522 | | | | 0.94 | | | | 1.03 | | | | 1.79 | | | | 8 | |
| 26.40 | | | | 2.99 | | | | 2,208,167 | | | | 0.94 | | | | 1.04 | | | | 1.67 | | | | 3 | |
| 26.06 | | | | 4.83 | | | | 2,403,629 | | | | 0.94 | | | | 1.05 | | | | 1.59 | | | | 7 | |
| 25.25 | | | | 6.57 | | | | 2,784,865 | | | | 0.94 | | | | 1.05 | | | | 2.05 | | | | 11 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 29.37 | | | | 2.02 | | | | 347,799 | | | | 1.70 | | | | 1.77 | | | | 0.64 | | | | 3 | |
| 28.90 | | | | 7.58 | | | | 331,465 | | | | 1.70 | | | | 1.78 | | | | 0.75 | | | | 10 | |
| 27.04 | | | | 3.71 | | | | 286,602 | | | | 1.70 | | | | 1.78 | | | | 1.04 | | | | 8 | |
| 26.32 | | | | 2.21 | | | | 258,509 | | | | 1.70 | | | | 1.79 | | | | 0.91 | | | | 3 | |
| 25.98 | | | | 4.03 | | | | 273,779 | | | | 1.70 | | | | 1.80 | | | | 0.84 | | | | 7 | |
| 25.18 | | | | 5.78 | | | | 238,997 | | | | 1.70 | | | | 1.80 | | | | 1.24 | | | | 11 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 29.47 | | | | 2.52 | | | | 5,403,472 | | | | 0.70 | | | | 0.77 | | | | 1.64 | | | | 3 | |
| 28.99 | | | | 8.65 | | | | 5,520,003 | | | | 0.70 | | | | 0.78 | | | | 1.76 | | | | 10 | |
| 27.12 | | | | 4.76 | | | | 4,654,553 | | | | 0.70 | | | | 0.78 | | | | 2.08 | | | | 8 | |
| 26.39 | | | | 3.20 | | | | 2,915,647 | | | | 0.70 | | | | 0.79 | | | | 1.92 | | | | 3 | |
| 26.06 | | | | 5.13 | | | | 2,520,386 | | | | 0.70 | | | | 0.80 | | | | 1.86 | | | | 7 | |
| 25.24 | | | | 6.83 | | | | 1,659,385 | | | | 0.70 | | | | 0.78 | | | | 2.25 | | | | 11 | |
See accompanying notes to financial statements.
| 24
Notes to Financial Statements
June 30, 2014 (Unaudited)
1. Organization. Gateway Trust (the “Trust”) is organized as a Massachusetts business trust. The Trust is registered under the Investment Company Act of 1940, as amended (the ”1940 Act”), as an open-end management investment company. The Declaration of Trust permits the Board of Trustees to authorize the issuance of an unlimited number of shares of the Trust in multiple series. The financial statements for certain funds of the Trust are presented in separate reports. Information presented in these financial statements pertains to Gateway Fund (the “Fund”).
The Fund is a diversified investment company.
The Fund offers Class A, Class C and Class Y shares. Class A shares are sold with a maximum front-end sales charge of 5.75%. Class C shares do not pay a front-end sales charge, pay higher ongoing Rule 12b-1 fees than Class A shares and may be subject to a contingent deferred sales charge (“CDSC”) of 1.00% if those shares are redeemed within one year of acquisition, except for reinvested distributions. Class Y shares do not pay a front-end sales charge, a CDSC or Rule 12b-1 fees. Class Y shares are generally intended for institutional investors with a minimum initial investment of $100,000, though some categories of investors are exempted from the minimum investment amount as outlined in the Fund’s prospectus.
Expenses of the Fund are borne pro rata by the holders of each class of shares, except that each class bears expenses unique to that class (including the Rule 12b-1 service and distribution fees). In addition, each class votes as a class only with respect to its own Rule 12b-1 Plan. Shares of each class would receive their pro rata share of the net assets of the Fund if the Fund were liquidated. The Trustees approve separate distributions from net investment income on each class of shares.
2. Significant Accounting Policies. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. Management has evaluated the events and transactions subsequent to period-end through the date the financial statements were issued and has determined that there were no material events that would require disclosure in the Fund’s financial statements.
a. Valuation. Fund securities and other investments are valued at market value based on market quotations obtained or determined by independent pricing services recommended by the adviser and approved by the Board of Trustees. Fund securities and other investments for which market quotations are not readily available are valued at fair value as determined in good faith by the adviser pursuant to procedures approved by the Board of Trustees, as described below. Market value is determined as follows:
Equity securities (including closed-end investment companies and exchange-traded funds) are valued at the last sale price quoted on the exchange or market where traded
25 |
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
most extensively or, if there is no reported sale during the day, the closing bid quotation as reported by an independent pricing service. Securities traded on the NASDAQ Global Select Market, NASDAQ Global Market and NASDAQ Capital Market are valued at the NASDAQ Official Closing Price (“NOCP”), or if lacking an NOCP, at the most recent bid quotations on the applicable NASDAQ Market. Debt securities (other than short-term obligations purchased with an original or remaining maturity of sixty days or less) and unlisted equity securities are valued based on evaluated bids furnished to the Fund by an independent pricing service using market information, transactions for comparable securities and various relationships between securities, if available, or bid prices obtained from broker-dealers. Broker-dealer bid prices may be used to value debt and equity securities where an independent pricing service is unable to price a security or where an independent pricing service does not provide a reliable price for the security. Exchange-traded index options are valued at the average of the closing bid and ask quotations as of the close of trading on the Chicago Board Options Exchange (CBOE). Short-term obligations (purchased with an original or remaining maturity of sixty days or less) are valued at amortized cost (which approximates market value).
Fund securities and other investments for which market quotations are not readily available are valued at fair value as determined in good faith by the adviser pursuant to procedures approved by the Board of Trustees. Option contracts for which the average of the closing bid and ask quotations are not considered to reflect option contract values as of the close of the New York Stock Exchange (“NYSE”) are valued at fair value as determined in good faith by the adviser pursuant to procedures approved by the Board of Trustees. On the last business day of the month, the Fund will fair value index options using the closing rotation values, published by the CBOE. The Fund may also value securities and other investments at fair value in other circumstances such as when extraordinary events occur after the close of a foreign market but prior to the close of the NYSE. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a delisting of the issuer’s security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S. and/or foreign markets). When fair valuing its securities or other investments, the Fund may, among other things, use modeling tools or other processes that may take into account factors such as securities or other market activity and/or significant events that occur after the close of the foreign market and before the time the Fund’s net asset value (“NAV”) is calculated. Fair value pricing may require subjective determinations about the value of a security, and fair values used to determine the Fund’s NAV may differ from quoted or published prices, or from prices that are used by others, for the same securities. In addition, the use of fair value pricing may not always result in adjustments to the prices of securities held by the Fund.
| 26
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
As of June 30, 2014, purchased options were fair valued at $15,197,610 and written options were fair valued at ($177,899,795) using the closing rotation values published by the CBOE.
b. Investment Transactions and Related Investment Income. Investment transactions are accounted for on a trade date plus one day basis for daily NAV calculation. However, for financial reporting purposes, investment transactions are reported on trade date. Dividend income is recorded on ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified, and interest income is recorded on an accrual basis. Interest income is increased by the accretion of discount and decreased by the amortization of premium. In determining net gain or loss on securities sold, the cost of securities has been determined on an identified cost basis. Investment income, non-class specific expenses and realized and unrealized gains and losses are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund.
c. Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions.
Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising from changes in exchange rates from fluctuations which arise due to changes in market prices of investment securities. Such changes are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, at the end of the fiscal period, resulting from changes in exchange rates.
The Fund may use foreign currency exchange contracts to facilitate transactions in foreign-denominated investments. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts’ terms.
d. Option Contracts. The Fund’s investment strategy makes use of exchange-traded options. Exchange-traded options are standardized contracts and are settled through a clearing house with fulfillment supported by the credit of the exchange. Therefore,
27 |
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
counterparty credit risks to the Fund are reduced. The Fund writes (sells) index call options and purchases index put options.
When the Fund writes an index call option, an amount equal to the net premium received (the premium less commission) is recorded as a liability and is subsequently adjusted to the current value until the option expires or the Fund enters into a closing purchase transaction. When an index call option expires or the Fund enters into a closing purchase transaction, the difference between the net premium received and any amount paid at expiration or on effecting a closing purchase transaction, including commission, is treated as a realized gain or, if the net premium received is less than the amount paid, as a realized loss. The Fund, as writer of an index call option, bears the risk of an unfavorable change in the market value of the index underlying the written option.
When the Fund purchases an index put option, it pays a premium and the index put option is subsequently marked-to-market to reflect current value until the option expires or the Fund enters into a closing sale transaction. Premiums paid for purchasing index put options which expire are treated as realized losses. When the Fund enters into a closing sale transaction, the difference between the premium paid and the proceeds of the closing sale transaction is treated as a realized gain or loss. The risk associated with purchasing index put options is limited to the premium paid.
e. Federal and Foreign Income Taxes. The Fund intends to meet the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute to its shareholders substantially all of its net investment income and any net realized capital gains at least annually. Management has performed an analysis of the Fund’s tax positions for the open tax years as of June 30, 2014 and has concluded that no provisions for income tax are required. The Fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management is not aware of any events that are reasonably possible to occur in the next six months that would result in the amounts of any unrecognized tax benefits significantly increasing or decreasing for the Fund. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, new tax laws and accounting regulations and interpretations thereof.
The Fund may be subject to foreign withholding taxes on investment income and taxes on capital gains on investments that are accrued and paid based upon the Fund’s understanding of the tax rules and regulations that exist in the countries in which the Fund invests. Foreign withholding taxes on dividend and interest income are reflected on the Statement of Operations as a reduction of investment income, net of amounts eligible to be reclaimed. Dividends and interest receivable on the Statement of Assets and Liabilities are net of foreign withholding taxes. Foreign withholding taxes eligible to be reclaimed are reflected on the Statement of Assets and Liabilities as tax reclaims
| 28
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
receivable. Capital gains taxes paid are included in net realized gain (loss) on investments in the Statement of Operations. Accrued but unpaid capital gains taxes are reflected as foreign taxes payable on the Statement of Assets and Liabilities, if applicable, and reduce unrealized gains on investments. In the event that realized gains on investments are subsequently offset by realized losses, taxes paid on realized gains may be returned to the Fund. Such amounts, if applicable, are reflected as foreign tax rebates receivable on the Statement of Assets and Liabilities and are recorded as a realized gain when received.
f. Dividends and Distributions to Shareholders. Dividends and distributions are recorded on ex-dividend date. The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United States of America. Permanent differences are primarily due to differing treatments for book and tax purposes of items such as foreign currency transactions, return of capital and capital gain distributions received. Permanent book and tax basis differences relating to shareholder distributions, net investment income and net realized gains will result in reclassifications to capital accounts. Temporary differences between book and tax distributable earnings are primarily due to wash sales, deferred Trustee’s fees, return of capital distributions received and option contract mark to market. Distributions from net investment income and short-term capital gains are considered to be distributed from ordinary income for tax purposes.
The tax characterization of distributions is determined on an annual basis. The tax character of distributions paid to shareholders during the year ended December 31, 2013, was as follows:
| | | | | | | | |
2013 Distributions Paid From: | |
Ordinary Income | | Long-Term Capital Gains | | | Total | |
$116,204,278 | | $ | — | | | $ | 116,204,278 | |
As of December 31, 2013, the capital loss carryforwards were as follows:
| | | | |
Capital loss carryforward: | | | | |
Short-term: | | | | |
Expires | | | | |
December 31, 2014 | | $ | (75,883,641 | ) |
December 31, 2017 | | | (1,005,056,628 | ) |
December 31, 2018 | | | (393,591,402 | ) |
No expiration date | | | (740,452,013 | ) |
Long-term: | | | | |
No expiration date | | | (223,142,508 | ) |
| | | | |
Total capital loss carryforward | | $ | (2,438,126,192 | ) |
| | | | |
29 |
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
Capital losses may be utilized to offset future capital gains until expiration. The Regulated Investment Company Modernization Act of 2010 (the “Act”) allows capital loss carryforwards to be carried forward indefinitely. Rules in effect previously limited the carryforward period to eight years. Capital loss carryforwards generated in taxable years beginning after the effective date of the Act must be fully used before capital loss carryforwards generated in years prior to the effective date of the Act; therefore, under certain circumstances, capital loss carryforwards available as of the report date may expire unused.
g. Repurchase Agreements. The Fund may enter into repurchase agreements, under the terms of a Master Repurchase Agreement, under which the Fund acquires securities as collateral and agrees to resell the securities at an agreed upon time and at an agreed upon price. It is the Fund’s policy that the market value of the collateral for repurchase agreements be at least equal to 102% of the repurchase price, including interest. Certain repurchase agreements are tri-party arrangements whereby the collateral is held in a segregated account for the benefit of the Fund and on behalf of the counterparty. Repurchase agreements could involve certain risks in the event of default or insolvency of the counterparty including possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. As of June 30, 2014, the Fund had investments in repurchase agreements for which the value of the related collateral exceeded the value of the repurchase agreement. The gross value of repurchase agreements is included in the Statement of Assets and Liabilities for financial reporting purposes.
h. Indemnifications. Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
3. Fair Value Measurements. In accordance with accounting standards related to fair value measurements and disclosures, the Fund has categorized the inputs utilized in determining the value of the Fund’s assets or liabilities. These inputs are summarized in the three broad levels listed below:
| • | | Level 1 – quoted prices in active markets for identical assets or liabilities; |
| • | | Level 2 – prices determined using other significant inputs that are observable either directly, or indirectly through corroboration with observable market data (which could include quoted prices for similar assets or liabilities, interest rates, credit risk, etc.); and |
| 30
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
| • | | Level 3 – prices determined using significant unobservable inputs when quoted prices or observable inputs are unavailable such as when there is little or no market activity for an asset or liability (unobservable inputs reflect the Fund’s own assumptions in determining the fair value of assets or liabilities and would be based on the best information available). |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value the Fund’s investments as of June 30, 2014, at value:
Asset Valuation Inputs
| | | | | | | | | | | | | | | | |
Description | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks(a) | | $ | 8,135,058,256 | | | $ | — | | | $ | — | | | $ | 8,135,058,256 | |
Purchased Options(a) | | | — | | | | 15,197,610 | | | | — | | | | 15,197,610 | |
Short-Term Investments | | | — | | | | 77,487,768 | | | | — | | | | 77,487,768 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 8,135,058,256 | | | $ | 92,685,378 | | | $ | — | | | $ | 8,227,743,634 | |
| | | | | | | | | | | | | | | | |
| | | | |
Liability Valuation Inputs | | | | | | | | | | | | | | | | |
Description | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Written Options(a) | | $ | — | | | $ | (177,899,795 | ) | | $ | — | | | $ | (177,899,795 | ) |
| | | | | | | | | | | | | | | | |
(a) | Details of the major categories of the Fund’s investments are reflected within the Portfolio of Investments. |
For the six months ended June 30, 2014, there were no transfers among Levels 1, 2 and 3.
4. Derivatives. Derivative instruments are defined as financial instruments whose value and performance are based on the value and performance of another security or financial instrument. Derivative instruments that the Fund used during the period include written index call options and purchased index put options.
The Fund seeks to capture the majority of the returns associated with equity market investments, while exposing investors to less risk than other equity investments. To meet this investment goal, the Fund invests in a broadly diversified portfolio of common stocks, while also writing index call options and purchasing index put options. Writing index call options can reduce the Fund’s volatility, provide a steady cash flow and be an important source of the Fund’s return, although it also may reduce the Fund’s ability to profit from increases in the value of its equity portfolio. The Fund also buys index put options, which can protect the Fund from a significant market decline that may occur over a short period of time. The value of an index put option generally increases as the prices of stocks constituting the index decrease and decreases as those stocks increase in price. The combination of the diversified stock portfolio, the steady cash
31 |
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
flow from writing of index call options and the downside protection from purchased index put options is intended to provide the Fund with the majority of the returns associated with equity market investments while exposing investors to less risk than other equity investments. During the six months ended June 30, 2014, written index call options and purchased index put options were used in accordance with this objective.
The following is a summary of derivative instruments for the Fund as of June 30, 2014, as reflected in the Statement of Assets and Liabilities:
| | | | |
Assets | | Investments at value1 | |
Exchange traded/cleared asset derivatives | | | | |
Equity contracts | | $ | 15,197,610 | |
| |
Liabilities | | Options written at value | |
Exchange traded/cleared liability derivatives | | | | |
Equity contracts | | $ | (177,899,795 | ) |
1 | Represents purchased options, at value. |
Transactions in derivative instruments for the Fund during the six months ended June 30, 2014, as reflected in the Statement of Operations were as follows:
| | | | | | | | |
Net Realized Gain (Loss) on: | | Investments2 | | | Options written | |
Equity contracts | | $ | (123,839,209 | ) | | $ | (223,896,005 | ) |
| | |
Net Change in Unrealized Appreciation (Depreciation) on: | | Investments2 | | | Options written | |
Equity contracts | | $ | 3,168,888 | | | $ | 67,802,645 | |
2 | Represents realized loss and change in unrealized appreciation (depreciation), respectively, for purchased options during the period. |
As the Fund values its derivatives at fair value and recognizes changes in fair value through the Statement of Operations, it does not qualify for hedge accounting under authoritative guidance for derivative instruments. The Fund’s investments in derivatives may represent an economic hedge; however, they are considered to be non-hedge transactions for the purpose of these disclosures.
| 32
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
The volume of option contract activity as a percentage of investments in common stocks, based on month-end notional amounts outstanding during the period, at absolute value, was as follows for the six months ended June 30, 2014:
| | | | | | | | |
| | Call Options Written* | | | Put Options Purchased* | |
Average Notional Amount Outstanding | | | 98.99 | % | | | 98.99 | % |
Highest Notional Amount Outstanding | | | 99.23 | % | | | 99.23 | % |
Lowest Notional Amount Outstanding | | | 98.75 | % | | | 98.75 | % |
Notional Amount Outstanding as of June 30, 2014 | | | 98.95 | % | | | 98.95 | % |
* | Notional amounts outstanding are determined by multiplying option contracts by the contract multiplier by the price of the option’s underlying index, the S&P 500® Index. |
Notional amounts outstanding at the end of the prior period, if applicable, are included in the averages above.
The following is a summary of the Fund’s written option activity:
| | | | | | | | |
| | Number of Contracts | | | Premiums | |
Outstanding at December 31, 2013 | | | 44,166 | | | $ | 123,112,605 | |
Options written | | | 260,180 | | | | 684,950,343 | |
Options terminated in closing purchase transactions | | | (263,282 | ) | | | (682,026,798 | ) |
| | | | | | | | |
Outstanding at June 30, 2014 | | | 41,064 | | | $ | 126,036,150 | |
| | | | | | | | |
5. Purchases and Sales of Securities. For the six months ended June 30, 2014, purchases and sales of securities (excluding short-term investments) were $282,442,799 and $788,473,400, respectively.
6. Management Fees and Other Transactions with Affiliates.
a. Management Fees. Gateway Investment Advisers, LLC (“Gateway Advisers”) serves as investment adviser to the Fund. Gateway Advisers is a subsidiary of Natixis Global Asset Management, L.P. (“Natixis US”), which is part of Natixis Global Asset Management, an international asset management group based in Paris, France. Under the terms of the management agreement, the Fund pays a management fee at the annual rate of 0.65% of the first $5 billion of the Fund’s average daily net assets and 0.60% of the Fund’s average daily net assets in excess of $5 billion, calculated daily and payable monthly.
Gateway Advisers has given a binding undertaking to the Fund to waive management fees and/or reimburse certain expenses to limit the Fund’s operating expenses, exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes and extraordinary expenses. This undertaking is in effect until April 30, 2015 and is reevaluated on an annual basis. Management fees payable, as reflected on the
33 |
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
Statement of Assets and Liabilities, is net of waivers and/or expense reimbursements, if any, pursuant to these undertakings.
For the six months ended June 30, 2014, the expense limits as a percentage of average daily net assets under the expense limitation agreement were as follows:
| | | | |
Expense Limit as a Percentage of Average Daily Net Assets |
Class A | | Class C | | Class Y |
0.94% | | 1.70% | | 0.70% |
Gateway Advisers shall be permitted to recover expenses it has borne under the expense limitation agreement (whether through waiver of its management fee or otherwise) on a class by class basis in later periods to the extent the annual operating expenses of a class fall below a class’ expense limits, provided, however, that a class is not obligated to pay such waived/reimbursed fees or expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed.
For the six months ended June 30, 2014, the management fees and waiver of management fees for the Fund were as follows:
| | | | | | | | |
Gross Management Fees | | Waiver of Management Fees1 | | Net Management Fees | | Percentage of Average Daily Net Assets |
| | | Gross | | Net |
$25,424,759 | | $2,767,646 | | $22,657,113 | | 0.63% | | 0.56% |
1 | Management fee waiver is subject to possible recovery until December 31, 2015. |
For the six months ended June 30, 2014, Class A expenses have been reimbursed in the amount of $234,447. This expense reimbursement is subject to possible recovery until December 31, 2015.
No expenses were recovered during the six months ended June 30, 2014 under the terms of the expense limitation agreement.
Effective July 1, 2014, the Fund will pay a management fee at an annual rate of 0.65% for the first $5 billion, 0.60% for the next $5 billion and 0.58% thereafter, calculated daily and payable monthly, based on the Fund’s average daily net assets.
b. Service and Distribution Fees. NGAM Distribution, L.P. (“NGAM Distribution”), which is a wholly-owned subsidiary of Natixis US, has entered into a distribution agreement with the Trust. Pursuant to this agreement, NGAM Distribution serves as principal underwriter of the Fund.
Pursuant to Rule 12b-1 under the 1940 Act, the Trust has adopted a Service Plan relating to the Fund’s Class A shares (the “Class A Plan”) and a Distribution and Service Plan relating to the Fund’s Class C shares (the “Class C Plan”).
| 34
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
Under the Class A Plan, the Fund pays NGAM Distribution a monthly service fee at an annual rate not to exceed 0.25% of the average daily net assets attributable to the Fund’s Class A shares, as reimbursement for expenses incurred by NGAM Distribution in providing personal services to investors in Class A shares and/or the maintenance of shareholder accounts.
Under the Class C Plan, the Fund pays NGAM Distribution a monthly service fee at an annual rate not to exceed 0.25% of the average daily net assets attributable to the Fund’s Class C shares, as compensation for services provided by NGAM Distribution in providing personal services to investors in Class C shares and/or the maintenance of shareholder accounts.
Also under the Class C Plan, the Fund pays NGAM Distribution a monthly distribution fee at an annual rate of 0.75% of the average daily net assets attributable to the Fund’s Class C shares, as compensation for services provided by NGAM Distribution in connection with the marketing or sale of Class C shares.
For the six months ended June 30, 2014, the service and distribution fees for the Fund were as follows:
| | | | | | |
Service Fees | | | Distribution Fees |
Class A | | Class C | | | Class C |
$2,906,502 | | $ | 418,365 | | | $1,255,095 |
c. Administrative Fees. NGAM Advisors, L.P. (“NGAM Advisors”), provides certain administrative services for the Fund and contracts with State Street Bank and Trust Company (“State Street Bank”) to serve as sub-administrator. NGAM Advisors is a wholly-owned subsidiary of Natixis US. Pursuant to an agreement among Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Gateway Trust (“Natixis Funds Trusts”), Loomis Sayles Funds I, Loomis Sayles Funds II (“Loomis Sayles Funds Trusts”), Hansberger International Series and NGAM Advisors, the Fund pays NGAM Advisors monthly its pro rata portion of fees equal to an annual rate of 0.0575% of the first $15 billion of the average daily net assets of the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series, 0.0500% of the next $15 billion, 0.0400% of the next $30 billion and 0.0350% of such assets in excess of $60 billion, subject to an annual aggregate minimum fee for the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series of $10 million, which is reevaluated on an annual basis.
For the six months ended June 30, 2014, the administrative fees for the Fund were $1,754,822.
Effective July 1, 2014, each Fund pays NGAM Advisors monthly its pro rata portion of fees equal to an annual rate of 0.0575% of the first $15 billion of the average daily net assets of the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger
35 |
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
International Series, 0.0500% of the next $15 billion, 0.0400% of the next $30 billion, 0.0350% of the next $30 billion and 0.0325% of such assets in excess of $90 billion, subject to an annual aggregate minimum fee for the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series of $10 million, which is reevaluated on an annual basis.
d. Sub-Transfer Agent Fees. NGAM Distribution has entered into agreements, which include servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the Fund and has agreed to compensate the intermediaries for providing those services. Intermediaries transact with the Fund primarily through the use of omnibus accounts on behalf of their customers who hold positions in the Fund. These services would have been provided by the Fund’s transfer agent and other service providers if the shareholders’ accounts were maintained directly at the Fund’s transfer agent. Accordingly, the Fund has agreed to reimburse NGAM Distribution for all or a portion of the servicing fees paid to these intermediaries. The reimbursement amounts (sub-transfer agent fees) paid to NGAM Distribution are subject to a current per-account equivalent fee limit approved by the Fund’s Board, which is based on fees for similar services paid to the Fund’s transfer agent and other service providers.
For the six months ended June 30, 2014, the sub-transfer agent fees (which are reflected in transfer agent fees and expenses in the Statement of Operations) for the Fund were $2,160,049. As of June 30, 2014, the Fund owes NGAM Distribution $46,536 in reimbursements for sub-transfer agent fees (which are reflected in the Statement of Assets and Liabilities as payable to distributor).
e. Commissions. Commissions (including CDSCs) on Fund shares retained by NGAM Distribution during the six months ended June 30, 2014 amounted to $479,640.
f. Trustees Fees and Expenses. The Trust does not pay any compensation directly to its officers or Trustees who are directors, officers or employees of NGAM Advisors, NGAM Distribution, Natixis US or their affiliates. The Chairperson of the Board receives a retainer fee at the annual rate of $300,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Each Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $130,000. Each Independent Trustee also receives a meeting attendance fee of $10,000 for each meeting of the Board of Trustees that he or she attends in person and $5,000 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each committee chairperson (except for the Chairperson of the Governance Committee) receives an additional retainer fee at an annual rate of $17,500. Each Contract Review Committee member is compensated $6,000 for each Committee meeting that he or she attends in person and $3,000 for each meeting that he or she attends telephonically. Each Audit Committee member is
| 36
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
compensated $6,000 for each Committee meeting that he or she attends in person and $3,000 for each meeting that he or she attends telephonically. These fees are allocated among the funds in the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series based on a formula that takes into account, among other factors, the relative net assets of each fund. Trustees are reimbursed for travel expenses in connection with attendance at meetings.
A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Fund until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts, on the normal payment dates, in certain funds of the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series as designated by the participating Trustees. Changes in the value of participants’ deferral accounts are allocated pro rata among the funds in the Natixis Funds Trusts, Loomis Sayles Funds Trusts, and Hansberger International Series, and are normally reflected as Trustees’ fees and expenses in the Statement of Operations. The portions of the accrued obligations allocated to the Fund under the Plan are reflected as Deferred Trustees’ fees in the Statement of Assets and Liabilities.
7. Line of Credit. The Fund, together with certain other funds of Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series, participates in a $200,000,000 committed unsecured line of credit provided by State Street Bank, with an individual limit of $125,000,000 for each fund that participates in the line of credit. Interest is charged to each participating fund based on its borrowings at a rate per annum equal to the greater of the Federal Funds rate or overnight LIBOR, plus 1.25%. In addition, a commitment fee of 0.10% per annum, payable at the end of each calendar quarter, is accrued and apportioned among the participating funds based on their average daily unused portion of the line of credit.
For the six months ended June 30, 2014, the Fund had no borrowings under this agreement.
8. Broker Commission Recapture. The Fund has entered into agreements with certain brokers whereby the brokers will rebate a portion of brokerage commissions. All amounts rebated by the brokers are returned to the Fund under such agreements and are included in realized gains in the Statement of Operations.
For the six months ended June 30, 2014, the Fund had no amounts rebated under these agreements.
9. Concentration of Ownership. From time to time, a Fund may have a concentration of one or more accounts constituting a significant percentage of shares outstanding. Investment activities by holders of such accounts could have material impacts on the Fund. As of June 30, 2014, based on management’s evaluation of the shareholder account base, the Fund had accounts representing controlling ownership of more than
37 |
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
5% of the Fund’s total outstanding shares. The number of such accounts, based on accounts that represent more than 5% of an individual class of shares, and the aggregate percentage of net assets represented by such holdings were as follows:
| | | | | | |
Number of >5% Non-Affiliated Account Shareholders | | | Percentage of Non-Affiliated Ownership | |
| 1 | | | | 19.56 | % |
Omnibus shareholder accounts for which NGAM Advisors understands that the intermediary has discretion over the underlying shareholder accounts or investment models where a shareholder account may be invested for a non-discretionary customer are included in the table above. For other omnibus accounts, the Fund does not have information on the individual shareholder accounts underlying omnibus accounts; therefore, there could be other 5% shareholders in addition to those disclosed in the table above.
10. Capital Shares. The Fund may issue an unlimited number of shares of beneficial interest, without par value. Transactions in capital shares were as follows:
| | | | | | | | | | | | | | | | |
| | | Six Months Ended June 30, 2014 | | | | Year Ended December 31, 2013 | |
| | | Shares | | | | Amount | | | | Shares | | | | Amount | |
Class A | | | | | | | | | | | | | | | | |
Issued from the sale of shares | | | 10,533,245 | | | $ | 305,125,389 | | | | 27,858,414 | | | $ | 784,790,330 | |
Issued in connection with the reinvestment of distributions | | | 534,827 | | | | 15,579,687 | | | | 965,318 | | | | 27,172,321 | |
Redeemed | | | (12,617,801 | ) | | | (366,179,410 | ) | | | (23,892,620 | ) | | | (671,585,130 | ) |
| | | | | | | | | | | | | | | | |
Net change | | | (1,549,729 | ) | | $ | (45,474,334 | ) | | | 4,931,112 | | | $ | 140,377,521 | |
| | | | | | | | | | | | | | | | |
Class C | | | | | | | | | | | | | | | | |
Issued from the sale of shares | | | 1,408,698 | | | $ | 40,679,244 | | | | 3,073,627 | | | $ | 86,257,801 | |
Issued in connection with the reinvestment of distributions | | | 33,640 | | | | 975,467 | | | | 48,238 | | | | 1,350,393 | |
Redeemed | | | (1,069,926 | ) | | | (30,900,720 | ) | | | (2,250,359 | ) | | | (63,049,772 | ) |
| | | | | | | | | | | | | | | | |
Net change | | | 372,412 | | | $ | 10,753,991 | | | | 871,506 | | | $ | 24,558,422 | |
| | | | | | | | | | | | | | | | |
Class Y | | | | | | | | | | | | | | | | |
Issued from the sale of shares | | | 30,882,771 | | | $ | 894,352,511 | | | | 106,863,222 | | | $ | 3,001,779,476 | |
Issued in connection with the reinvestment of distributions | | | 896,993 | | | | 26,127,548 | | | | 1,590,108 | | | | 44,775,042 | |
Redeemed | | | (38,861,079 | ) | | | (1,125,953,811 | ) | | | (89,656,148 | ) | | | (2,522,391,609 | ) |
| | | | | | | | | | | | | | | | |
Net change | | | (7,081,315 | ) | | $ | (205,473,752 | ) | | | 18,797,182 | | | $ | 524,162,909 | |
| | | | | | | | | | | | | | | | |
Increase (decrease) from capital share transactions | | | (8,258,632 | ) | | $ | (240,194,095 | ) | | | 24,599,800 | | | $ | 689,098,852 | |
| | | | | | | | | | | | | | | | |
11. Potential Loss Contingency. The Fund has been named as a defendant, along with other financial institutions and individuals, in two separate actions (one of which is a putative defendant class action), brought by a bankruptcy trustee seeking to recover as fraudulent transfers amounts the Fund, and others, received in connection with a
| 38
Notes to Financial Statements (continued)
June 30, 2014 (Unaudited)
merger involving a company formerly held in the Fund’s portfolio of investments. The Fund received $9,525,600 in connection with the merger. The Fund also is potentially an unnamed member of a putative defendant class in a separate action bought by a different trustee appointed under the same bankruptcy plan seeking to recover the same alleged fraudulent transfers. It is reasonably possible that an outcome unfavorable to the Fund could result from either or both of these cases; however, a reasonable estimate of the amount of potential loss to the Fund cannot be made at this time.
39 |
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Schedule of Investments.
Included as part of the Report to Shareholders filed as Item 1 herewith.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Securities Holders.
There were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.
Item 11. Controls and Procedures.
The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.
There were no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal quarter of the period covered by the report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 12. Exhibits.
| | | | |
(a) | | (1) | | Not applicable. |
| | |
(a) | | (2) | | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)), filed herewith as Exhibits (a)(2)(1) and (a)(2)(2), respectively. |
| | |
(a) | | (3) | | Not applicable. |
| | |
(b) | | | | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 are filed herewith as Exhibit (b). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
Gateway Trust |
| |
By: | | /s/ David L. Giunta |
Name: | | David L. Giunta |
Title: | | President and Chief Executive Officer |
Date: | | August 20, 2014 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ David L. Giunta |
Name: | | David L. Giunta |
Title: | | President and Chief Executive Officer |
Date: | | August 20, 2014 |
| |
By: | | /s/ Michael C. Kardok |
Name: | | Michael C. Kardok |
Title: | | Treasurer |
Date: | | August 20, 2014 |