OMB APPROVAL ------------------------- OMB Number: 3235-0570 Expires: Sept. 30, 2007 Estimated average burden hours per response: 19.4 ------------------------- 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: 811-02773 THE GATEWAY TRUST (Exact name of registrant as specified in charter) Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, OH 45209 (Address of principal executive offices) (Zip code) Geoffrey Keenan The Gateway Trust, Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, OH 45209 (Name and address of agent for service) Registrant's telephone number, including area code: (513) 719-1100 Date of fiscal year end: December 31 Date of reporting period: December 31, 2004 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. Item 1. Reports to Stockholders GATEWAY FUND ANNUAL REPORT DECEMBER 31, 2004 THE GATEWAY TRUST P.O. BOX 5211 CINCINNATI, OH 45201-5211 800.354.6339 GATEWAY FUND TOTAL RETURNS -- DECEMBER 31, 2004 Average Annual Total Return ----------------------------------------------------- 12/31/04 One Three Five Ten Since Inception Price Year Years Years Years on 12/7/77 Per Share ---- ----- ----- ----- ---------- --------- GATEWAY FUND 6.95% 4.33% 3.16% 7.40% 9.20% $ 24.31 Lehman Brothers U. S. Intermediate Government/Credit Bond Index 3.04% 5.69% 7.21% 7.15% S&P 500 Index 10.87% 3.58% (2.30%) 12.07% Cumulative Total Return ------------------------------------------------------- One Three Five Ten Since Inception Year Years Years Years on 12/7/77 ---- ----- ----- ----- --------------- GATEWAY FUND 6.95% 13.57% 16.81% 104.26% 982.64% Lehman Brothers U. S. Intermediate Government/Credit Bond Index 3.04% 18.04% 41.64% 99.57% S&P 500 Index 10.87% 11.14% (10.97%) 212.41% Data sources throughout this report: Gateway Investment Advisers, L.P., Thomson Financial and Lehman Brothers, Inc. Performance data throughout this report represents past performance and is no guarantee of future results. The total return figures assume the reinvestment of distributions, but do not reflect the deduction of taxes paid on distributions or on the redemption of your shares. Your investment return and principal value of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. This report must be preceded by or accompanied by a prospectus. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted those proxies during the twelve-month period ended June 30, 2004, are available without charge: (i) upon request by calling the Fund at 800.354.6339, and (ii)from the Fund documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov. The Fund files its 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 without charge: (i) upon request by calling the Fund at 800.354.6339, and (ii) on the SEC's website at www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. 1 GATEWAY FUND LETTER TO SHAREHOLDERS Dear Shareholder: Throughout its history, the Gateway Fund has endeavored to deliver the rewards of effective risk management to its investors. That remains its highest priority. The Fund not only strives for consistent returns, but also returns in excess of those available from other investments comparable in volatility. The following pages review the Fund's risk management strategy, provide an overview of the markets in 2004, discuss the Fund's performance for the year and offer our perspectives for 2005. We trust that you will find them informative. STRATEGY REVIEW The investment objective of the Gateway Fund is to capture the majority of the higher returns associated with equity market investments, while exposing investors to significantly less risk than other equity investments. The Fund employs a strategy comprised of three integrated components: sale of cash-settled index call options on the entire value of its equity portfolio; purchase of index put options; and ownership of a broadly diversified common stock portfolio designed to support its index-option-based risk management strategy. By selling index call options, the Fund receives a steady cash flow in exchange for the uncertain future potential of its equity portfolio. The degree of uncertainty in the equity markets determines the magnitude of the cash flows available to the Fund. In highly volatile markets, uncertainty is magnified and cash flow from the sale of index call options rises. Conversely, when markets exhibit reduced volatility, this cash flow decreases. The Fund seeks to optimize the cash flows available from selling index call options, which serve as the Fund's primary source of return. As the cash flow from the sale of index call options varies over time and is somewhat limited in reducing downside exposure, the Fund also buys index put options to protect against a significant market decline over a short period of time. The value of an index put option generally rises as the underlying stock prices decline. The Fund seeks the most cost-effective protection available from index put options, which serve as a key component in reducing the overall volatility of the Fund. ASSET ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF DECEMBER 31, 2004 Common Stocks 98.9% Put Options 0.2% Repurchase Agreements 3.8% Call Options (3.2%) Other Assets and Liabilities, Net 0.3% ----- 100.0% ===== The final component of the Fund's risk management strategy is the continuous ownership of a diversified common stock portfolio generally representative of the broad U. S. equity market. The common stock portfolio is designed to provide support for the index option components of the Fund's strategy by efficiently tracking the performance of the index underlying the Fund's option positions within defined parameters. The total return of the Fund over a given period is primarily attributable to the interaction of the three components of the index-option-based risk management strategy. Accordingly, total return is a combination of the change in market value and the dividend yield associated with the common stock portfolio, the cash flow from index call options, the cost of purchasing index put options and the operating expenses of the Fund. 2 GATEWAY FUND LETTER TO SHAREHOLDERS 2004 MARKET OVERVIEW Although 2004 was a year of great political and economic uncertainty, little evidence of market volatility emerged from trading in the equity markets during the year. For much of the year the equity markets languished in an uncharacteristically narrow trading range. A number of cross currents dominated market sentiment during the first three quarters of 2004 which left investors with little guidance upon which to base their decisions. On the positive side, corporate profitability remained robust, productivity continued to grow and the economy posted solid, although not spectacular, growth. On the negative side, investors contended with high oil and gasoline prices, an unexpected lack of recovery in jobs growth, difficult periods in the war in Iraq and the uncertainty of a hotly contested presidential race. When the presidential race concluded in early November, a major market uncertainty was removed and investors acted on their desire to return to equities in anticipation of continued economic growth. On the heels of its lackluster performance during the first three quarters of 2004, the S&P 500 Index rode the strength of an 11% rally after October 25 to deliver a total return of 10.87% for the year. Lower-risk bond investments, as represented by the Lehman Brothers U. S. Intermediate Government/Credit Bond Index, earned a total return of 3.04% in 2004, despite the Federal Reserve Board's five separate increases of 25 basis points each to short-term interest rates over the course of the year. The year 2004 hearkened back to the subdued equity markets of 1992, 1993 and 1994. In the options markets, call sellers continued to lament the lack of usual volatility and concurrent levels of option premiums. Puts, conversely, remained relatively cheap. While many feel that the low premiums and implied volatility reflected investor complacency, the truth is more an enigmatic blend of fear and caution. Low expectations for future market upside and fear of event risk drove investors to the sidelines, resulting in a tighter-than-normal trading range for the broad indexes. As the year 2004 came to a close, market volatility was at one of its lowest levels since 1995. GROWTH OF A $10,000 INVESTMENT JANUARY 1, 1995 - DECEMBER 31, 2004 [LINE GRAPH] Gateway Fund Average Annual Total Return One Year Five years Ten Years -------- ---------- --------- 6.95% 3.16% 7.40% 3 LEHMAN BROTHERS U.S. INTERMEDIATE GOVERNMENT/CREDIT BOND GATEWAY FUND S&P 500 INDEX INDEX $10,000.00 $10,000.00 $10,000.00 Jan-95 $10,167.96 $10,259.30 $10,168.00 Feb-95 $10,316.54 $10,658.39 $10,378.48 Mar-95 $10,419.90 $10,972.92 $10,437.63 Apr-95 $10,504.24 $11,295.52 $10,567.06 May-95 $10,575.67 $11,746.21 $10,886.19 Jun-95 $10,614.80 $12,019.08 $10,959.12 Jul-95 $10,679.96 $12,416.91 $10,960.22 Aug-95 $10,732.09 $12,448.07 $11,059.96 Sep-95 $10,849.39 $12,973.38 $11,139.59 Oct-95 $10,882.11 $12,927.07 $11,263.24 Nov-95 $11,032.61 $13,493.27 $11,410.79 Dec-95 $11,104.00 $13,753.15 $11,530.60 Jan-96 $11,248.46 $14,221.31 $11,629.76 Feb-96 $11,209.09 $14,353.14 $11,493.70 Mar-96 $11,294.50 $14,491.36 $11,433.93 Apr-96 $11,439.41 $14,704.96 $11,393.91 May-96 $11,538.25 $15,082.88 $11,384.79 Jun-96 $11,637.01 $15,140.35 $11,505.47 Jul-96 $11,452.10 $14,471.45 $11,539.99 Aug-96 $11,610.60 $14,776.65 $11,549.22 Sep-96 $11,881.36 $15,607.10 $11,709.76 Oct-96 $12,027.02 $16,037.54 $11,917.02 Nov-96 $12,232.33 $17,248.38 $12,074.32 Dec-96 $12,273.43 $16,906.69 $11,997.05 Jan-97 $12,479.25 $17,961.66 $12,043.84 Feb-97 $12,492.48 $18,103.56 $12,066.72 Mar-97 $12,420.02 $17,361.31 $11,983.46 Apr-97 $12,673.14 $18,396.05 $12,124.86 May-97 $12,773.01 $19,514.53 $12,225.50 Jun-97 $12,946.21 $20,388.78 $12,336.75 Jul-97 $13,179.76 $22,009.69 $12,587.19 Aug-97 $12,959.53 $20,776.70 $12,524.25 Sep-97 $13,353.24 $21,913.19 $12,669.53 Oct-97 $13,145.99 $21,180.41 $12,810.17 Nov-97 $13,580.60 $22,160.85 $12,838.35 Dec-97 $13,789.20 $22,541.36 $12,941.06 Jan-98 $14,008.72 $22,789.31 $13,110.58 Feb-98 $14,213.53 $24,432.88 $13,100.09 Mar-98 $14,352.54 $25,684.08 $13,142.01 Apr-98 $14,499.08 $25,942.47 $13,207.72 May-98 $14,594.34 $25,496.52 $13,304.14 Jun-98 $14,814.13 $26,532.18 $13,389.29 Jul-98 $14,784.80 $26,250.94 $13,436.15 Aug-98 $14,036.39 $22,460.31 $13,647.10 Sep-98 $14,439.93 $23,899.11 $13,989.64 Oct-98 $14,939.70 $25,843.07 $13,975.65 Nov-98 $15,350.54 $27,409.42 $13,974.25 Dec-98 $15,479.64 $28,988.75 $14,030.15 Jan-99 $15,736.60 $30,201.06 $14,107.32 Feb-99 $15,758.63 $29,262.41 $13,899.94 Mar-99 $16,067.98 $30,433.20 $14,004.19 Apr-99 $16,333.42 $31,611.87 $14,047.60 May-99 $16,399.73 $30,865.52 $13,939.43 Jun-99 $16,687.38 $32,578.55 $13,949.19 Jul-99 $16,576.75 $31,562.10 $13,936.64 Aug-99 $16,665.27 $31,404.29 $13,947.79 Sep-99 $16,687.43 $30,543.50 $14,077.50 Oct-99 $17,085.59 $32,476.29 $14,114.10 Nov-99 $17,269.95 $33,136.54 $14,131.04 Dec-99 $17,485.99 $35,088.28 $14,084.41 Jan-00 $17,566.43 $33,326.85 $14,032.29 Feb-00 $17,633.18 $32,696.97 $14,147.36 Mar-00 $18,068.72 $35,894.73 $14,294.49 Apr-00 $18,135.58 $34,814.30 $14,261.61 May-00 $18,202.68 $34,100.61 $14,284.43 Jun-00 $18,586.75 $34,942.89 $14,535.84 Jul-00 $18,564.45 $34,397.78 $14,646.31 Aug-00 $19,169.65 $36,533.89 $14,819.14 Sep-00 $19,014.38 $34,604.90 $14,953.99 Oct-00 $18,858.46 $34,459.56 $15,022.78 Nov-00 $18,511.46 $31,744.14 $15,227.09 Dec-00 $18,641.04 $31,899.69 $15,507.27 Jan-01 $19,112.66 $33,032.13 $15,761.59 Feb-01 $18,430.34 $30,022.90 $15,911.32 Mar-01 $17,836.88 $28,122.45 $16,033.84 Apr-01 $18,332.75 $30,304.75 $15,992.15 May-01 $18,479.41 $30,507.80 $16,081.71 Jun-01 $18,398.10 $29,766.46 $16,141.21 Jul-01 $18,374.18 $29,474.75 $16,476.95 Aug-01 $17,740.27 $27,632.57 $16,641.72 Sep-01 $17,048.40 $25,402.63 $16,884.69 Oct-01 $17,309.24 $25,887.82 $17,164.97 Nov-01 $17,773.13 $27,873.41 $16,993.32 Dec-01 $17,986.41 $28,118.70 $16,899.86 Jan-02 $18,043.97 $27,708.16 $16,987.74 Feb-02 $17,896.01 $27,173.40 $17,121.94 Mar-02 $18,230.66 $28,195.12 $16,863.40 Apr-02 $17,773.07 $26,486.49 $17,141.65 May-02 $17,764.18 $26,293.14 $17,313.06 Jun-02 $17,067.83 $24,421.07 $17,461.96 Jul-02 $16,453.39 $22,518.67 $17,668.01 Aug-02 $16,657.41 $22,665.04 $17,931.26 Sep-02 $15,617.99 $20,203.62 $18,252.23 Oct-02 $16,845.56 $21,979.51 $18,181.05 Nov-02 $17,443.58 $23,271.91 $18,164.68 Dec-02 $17,110.41 $21,905.85 $18,560.67 Jan-03 $16,911.92 $21,334.11 $18,558.82 Feb-03 $16,681.92 $21,014.09 $18,820.50 Mar-03 $16,970.52 $21,217.93 $18,839.32 Apr-03 $17,827.53 $22,964.17 $18,982.50 May-03 $18,116.34 $24,172.08 $19,364.04 Jun-03 $18,107.28 $24,481.48 $19,350.49 Jul-03 $18,337.24 $24,912.36 $18,824.16 Aug-03 $18,551.79 $25,398.15 $18,869.33 Sep-03 $18,460.88 $25,128.93 $19,346.73 Oct-03 $18,791.33 $26,548.71 $19,164.87 Nov-03 $18,922.87 $26,782.34 $19,191.70 Dec-03 $19,095.07 $28,185.74 $19,358.67 Jan-04 $19,169.54 $28,704.35 $19,486.43 Feb-04 $19,301.81 $29,103.34 $19,685.20 Mar-04 $19,326.90 $28,663.88 $19,838.74 Apr-04 $19,243.80 $28,213.86 $19,368.56 May-04 $19,409.29 $28,600.39 $19,281.40 Jun-04 $19,632.50 $29,155.24 $19,339.25 Jul-04 $19,483.29 $28,190.20 $19,501.70 Aug-04 $19,533.95 $28,302.96 $19,827.38 Sep-04 $19,692.18 $28,608.63 $19,861.08 Oct-04 $19,867.44 $29,046.35 $19,994.15 Nov-04 $20,256.84 $30,219.82 $19,812.20 Dec-04 $20,422.94 $31,247.29 $19,946.93 Past performance does not guarantee future results. The average annual total return figures assume the reinvestment of distributions, but do not reflect the deduction of taxes paid on distributions or on the redemption of your shares. GATEWAY FUND LETTER TO SHAREHOLDERS 2004 PERFORMANCE COMMENTARY For the year ended December 31, 2004, the Gateway Fund delivered a total return of 6.95%. As a result of low volatility in the equity markets, cash flows from the Fund's call writing activity were below historical averages, but a tame stock market resulted in option premiums directly benefiting the Fund's performance. As previously mentioned, the S&P 500 Index earned a total return of 10.87% for the same period, while bonds, as measured by the Lehman Brothers U. S. Intermediate Government/Credit Bond Index, posted a total return of 3.04%. Since the common stock portfolio is designed to support the index-option-based risk management strategy as efficiently as possible, discussion of the Fund's comparative total return performance to the S&P 500 Index is more clearly focused on the results of its index option hedging activity. During the first quarter of 2004, the Fund achieved fairly consistent, positive performance, despite relatively low option premium levels. The S&P 500 Index continued its fourth quarter 2003 rally into January and February, as the Fund lagged with in-the-money index call option positions. During March, those positions helped buffer the Fund against a sharp market sell-off. Stock market volatility declined during the first two months of the quarter, but spiked in March allowing the Fund to restore a more favorable premium-to-earn posture. In this environment of increasing uncertainty as the quarter unfolded, the Fund delivered three consecutive positive monthly returns, cumulatively totaling 1.22% for the quarter versus a 1.69% quarterly return for the S&P 500 Index. Bonds responded favorably to disappointing job creations and the lack of economic vigor, with the Lehman Brothers U. S. Intermediate Government/Credit Bond Index posting a total return of 2.47% for the first quarter. For the second quarter of 2004, the Gateway Fund earned 1.59% as compared to a return of 1.72% for the S&P 500 Index. As the equity market sell-off continued into April, the Fund continued to earn premiums from index call options allowing it to offset much, though not all, of the monthly decline experienced by the S&P 500 Index. In May and June, investors on balance focused more on positive corporate earnings reports and other signs of continued economic recovery than they did on rising oil prices and disturbing reports on Iraq. During this period, the Fund derived its monthly returns from the accumulation of option premiums, with little demand placed on them to hedge falling stock values. By quarter-end, volatility fell to one of its lowest levels over the past ten years. Fears of rising interest rates and inflation caused the bond market to record one of its worst quarters in over a decade, with the Lehman Brothers U. S. Intermediate Government/Credit Bond Index down 2.52% in the second quarter. In the third quarter of 2004, the Gateway Fund demonstrated its ability to dampen volatility as the S&P 500 Index seesawed. When the S&P 500 Index declined sharply in July and into mid-August, the Fund's index-option-based risk management strategy helped preserve its portfolio assets. When the S&P 500 Index recovered in the second half of the quarter, net premiums from index option transactions more than offset a slight initial decline in the Fund. For the third quarter, the Fund posted a net gain of 0.30% while the S&P 500 Index dropped 1.87%. Bonds, as represented by the Lehman Brothers U. S. Intermediate Government/Credit Bond Index, recovered from their second quarter decline, recording a gain of 2.71% for the third quarter. Early in the fourth quarter of 2004, pre-election uncertainty increased market volatility which was reflected in higher option premiums for the Fund in October. With the elimination of a major uncertainty following the November presidential election, investors returned their focus to robust corporate profits and overall economic activity. Volatility, however, returned to the relatively low levels experienced throughout most of 2004. Amid a strong equity rally, the Gateway Fund shook off the effects of low market volatility and lower-than-historical average option premiums to deliver a return of 3.71% for the fourth quarter. The S&P 500 Index earned 9.23% for the same period. Despite record deficits in both the balance of payments and the federal budget, low levels of inflation encouraged bond investors, prompting the Lehman Brothers U. S. Intermediate Government/Credit Bond Index to a gain of 0.44% for the fourth quarter. 4 GATEWAY FUND LETTER TO SHAREHOLDERS The combination of the Gateway Fund's diversified common stock portfolio, the steady cash flow from the sale of index call options and the downside protection from index put options is designed to provide fairly consistent returns over a wide range of fixed income and equity market environments. Despite the lack of volatility that supports higher option premiums, the Fund was able to produce returns in 2004 that were fairly consistent with its historical averages, while adhering to its disciplined hedged approach to equity investing. COMMON STOCK PORTFOLIO TRANSITION Prior to September 2004, the Gateway Fund's common stock portfolio was comprised of the 500 stocks included in the S&P 500 Index, in approximately the same proportions as the S&P 500 Index. In September 2004, the Fund began implementation of a change in the composition of its diversified stock portfolio. A multi-factor quantitative model is now used to construct a portfolio that meets established criteria and constraints, which include keeping predicted differences between the price performance of the portfolio and that of the index underlying the Fund's option strategy within defined parameters, as well as other criteria that may affect performance, such as dividend yield. COMMON STOCK PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2004 Gateway S&P 500 Fund Index --------- ------- Total Holdings 323 500 Total S&P Holdings 169 500 Total Non-S&P Holdings 154 0 Dividend Yield (2) 2.58%(1) 1.71% Average Market Cap, $B (2) 28.39 22.62 Weighted Average Price/Earnings Ratio (2) 22.90 23.99 Weighted Average Price/Book Ratio (2) 4.47 4.24 (1) This percentage represents the dividend yield of the equity securities in the Gateway Fund, not the dividend yield of the Fund itself. (2) Calculations obtained from Bloomberg, L.P. PORTFOLIO SECTOR WEIGHTING % OF COMMON STOCKS AS OF DECEMBER 31, 2004 [BAR CHART] 5 Gateway Fund S&P 500 Index Basic Materials 5.5% 3.7% Commercial Services 1.6% 2.0% Consumer Cyclical 7.9% 8.5% Consumer Non-Cyclical 9.5% 8.2% Consumer Services 1.7% 5.4% Energy 7.3% 7.0% Financial 26.6% 24.1% Health Care 10.7% 12.5% Industrials 4.9% 3.1% Technology 15.0% 17.5% Telecommunications 4.7% 3.3% Transportation 0.4% 1.8% Utilities 4.2% 2.9% GATEWAY FUND LETTER TO SHAREHOLDERS By taking advantage of this modeling technology, the Fund is able to draw from a larger universe of equities, own a smaller number of stock positions and exercise greater flexibility with respect to portfolio considerations such as improved tax efficiency. As a result of the portfolio transition from its former pure indexed approach, the number of stocks held was reduced to 323 holdings as of December 31, 2004 and a higher dividend yield was achieved. However, the change did not affect the Fund's investment objective or its index-option-based risk management strategy, which remains the Fund's most distinguishing feature and its primary source of return. The transition to this more flexible common stock portfolio approach was not without cost to the Fund, although the Board of Trustees and management firmly believe that the ongoing benefits to shareholders far outweigh the transitional costs. These one-time costs included increased brokerage commissions and custodian transaction charges and a reduction to the Fund's capital loss carryforward. The transition also resulted in a significantly higher portfolio turnover ratio of 71% for 2004. It is anticipated that the Fund's portfolio turnover ratio will return to a more historically normal level in subsequent years. 2005 PERSPECTIVE The Fund applies its hedging techniques in a consistent and disciplined manner seeking to deliver investment performance that offers an efficient trade-off between risk and reward. A continuation of market conditions prevailing at the end of 2004 may keep option premium levels suppressed well into 2005. If this is the case, call options, although muted, will continue to provide incremental return potential. Concurrently, hedging with low cost put options in the face of potential market risk may prove to be prudent. Fund investors, therefore, would continue to earn option premiums while enjoying the benefits of downside protection against a sharp market decline over a short period of time, even if the market stalls. There are, however, factors that have the potential to increase market volatility and widen the current narrow trading range, including further interest rate hikes, inflationary fears, terrorism concerns and global market developments. Rising uncertainty in the market can be of benefit since increased volatility translates into higher option premium cash flows that can be captured by the Fund. In either scenario, we believe the Gateway Fund continues to offer an attractive alternative to other low-risk investments and can be a valuable addition to a well-diversified portfolio. We invite you to visit our website at www.gatewayfund.com for updates on the Fund's investment results and statistics. As always, we appreciate your support and continued confidence. /s/ Walter G. Sall /s/ Patrick Rogers, CFA - ------------------ ----------------------- Walter G. Sall Patrick Rogers, CFA Chairman Portfolio Manager 6 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 COMMON STOCKS - 98.9% SHARES BASIC MATERIALS - 5.5% VALUE (000's) - ------ ---------------------- ------------- 179,650 3M Co. $ 14,744 133,670 Alcoa Inc. 4,200 40,050 Bowater Incorporated 1,761 71,550 CONSOL Energy Inc. 2,937 469,448 Dow Chemical Company 23,242 456,900 E. I. du Pont de Nemours and Company 22,411 133,100 Eastman Chemical Company 7,684 35,126 International Paper Company 1,475 219,450 Lubrizol Corporation 8,089 161,350 Lyondell Chemical Company 4,666 12,125 MeadWestvaco Corporation 411 20,550 Nucor Corporation 1,076 113,650 Olin Corporation 2,503 158,950 Packaging Corporation of America 3,743 318,250 RPM International, Inc. 6,257 290,600 Sonoco Products Company 8,616 60,700 USEC Inc. 588 ---------- 114,403 ---------- COMMERCIAL SERVICES - 1.7% 9,750 Apollo Group, Inc. - Class A * 787 151,250 Automatic Data Processing, Inc. 6,708 30,600 Career Education Corporation * 1,224 40,250 Catalina Marketing Corporation 1,192 106,200 Cendant Corporation 2,483 48,900 Cognizant Technology Solutions Corporation - Class A * 2,070 100,050 Electronic Data Systems Corporation 2,311 11,800 FactSet Research Systems Inc. 689 23,550 Fair Isaac Corporation 864 68,019 First Data Corporation 2,893 33,050 IAC/InterActiveCorp * 913 37,200 Omnicom Group Inc. 3,137 98,500 Paychex, Inc. 3,357 47,350 Reuters Group PLC - ADR 2,034 280,150 ServiceMaster Company 3,863 70,850 StarTek, Inc. 2,016 ---------- 36,541 ---------- CONSUMER CYCLICAL - 7.7% 122,400 Abercrombie & Fitch Co. - Class A 5,747 42,700 Aeropostale, Inc. * 1,257 70,600 American Eagle Outfitters, Inc. 3,325 109,350 Best Buy Co., Inc. 6,498 15,250 CarMax, Inc. * 474 21,400 CDW Corporation 1,420 See accompanying notes to financial statements. 7 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 SHARES VALUE (000's) - ------- ------------- CONSUMER CYCLICAL (CONTINUED) 70,900 Chico's FAS, Inc. * $ 3,228 68,950 Christopher & Banks Corporation 1,272 50,800 Claire's Stores, Inc. 1,080 7,750 Coach, Inc. * 437 463,100 Delphi Corporation 4,177 26,900 Eaton Corporation 1,947 36,750 Fastenal Company 2,262 121,650 Foot Locker, Inc. 3,276 271,663 Ford Motor Company 3,977 42,600 Furniture Brands International, Inc. 1,067 176,750 Gap, Inc. 3,733 357,550 General Motors Corporation 14,323 36,550 Gentex Corporation 1,353 75,250 Genuine Parts Company 3,316 424,250 Home Depot, Inc. 18,132 38,000 Hot Topic, Inc. * 653 25,800 J. C. Penney Company, Inc. 1,068 221,850 Limited Brands 5,107 15,550 Longs Drug Stores Corporation 429 60,350 Lowe's Companies, Inc. 3,476 167,050 May Department Stores Company 4,911 134,400 Maytag Corporation 2,836 81,350 Michaels Stores, Inc. 2,438 69,550 Nordstrom, Inc. 3,250 14,200 Overstock.com, Inc. * 980 46,350 Pacific Sunwear of California, Inc. * 1,032 53,250 Pep Boys - Manny, Moe, & Jack 909 213,100 Pier 1 Imports, Inc. 4,198 61,250 Ross Stores, Inc. 1,768 65,350 Sears, Roebuck and Co. 3,335 14,850 Superior Industries International, Inc. 431 95,500 Talbots, Inc. 2,600 33,350 TJX Companies, Inc. 838 28,850 Urban Outfitters, Inc. * 1,281 610,850 Wal-Mart Stores, Inc. 32,265 71,000 Whirlpool Corporation 4,914 --------- 161,020 --------- CONSUMER NON-CYCLICAL - 9.4% 311,550 Albertson's, Inc. 7,440 802,800 Altria Group, Inc. 49,051 98,950 Avon Products, Inc. 3,829 385,150 Coca-Cola Company 16,034 156,150 Colgate-Palmolive Company 7,988 See accompanying notes to financial statements. 8 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 SHARES VALUE (000's) - ------- ------------- CONSUMER NON-CYCLICAL (CONTINUED) 143,150 ConAgra Foods, Inc. $ 4,216 210,850 Diageo PLC - ADR 12,204 142,250 Gillette Company 6,370 183,500 Kimberly-Clark Corporation 12,076 171,100 Loews Corporation - Carolina Group 4,953 367,100 Newell Rubbermaid Inc. 8,880 26,150 Nu Skin Enterprises, Inc. - Class A 664 96,480 PepsiCo, Inc. 5,036 540,900 Procter & Gamble Company 29,793 363,450 Sara Lee Corporation 8,774 820,550 Tupperware Corporation 17,002 177,975 Vector Group Ltd. 2,960 2,250 Whole Foods Market, Inc. 214 ---------- 197,484 ---------- CONSUMER SERVICES - 1.8% 33,300 Callaway Golf Company 450 6,100 Clear Channel Communications, Inc. 204 63,700 Eastman Kodak Company 2,054 23,450 GTECH Holdings Corporation 609 64,400 International Game Technology 2,214 20,300 Mandalay Resort Group 1,430 54,200 Nautilus Group, Inc. 1,310 21,550 Polaris Industries Inc. 1,466 71,750 R. R. Donnelley & Sons Company 2,532 16,950 Rank Group PLC - ADR 176 724,550 Regal Entertainment Group - Class A 15,034 183,700 Sirius Satellite Radio Inc. * 1,405 75,550 Standard Register Company 1,067 123,050 Time Warner Inc. * 2,392 33,741 Viacom Inc. - Class B 1,228 74,600 Walt Disney Company 2,074 36,950 XM Satellite Radio Holdings Inc. - Class A * 1,390 ---------- 37,035 ---------- ENERGY - 7.2% 500,964 ChevronTexaco Corporation 26,306 54,381 ConocoPhillips 4,722 87,300 Diamond Offshore Drilling, Inc. 3,496 63,050 ENSCO International Incorporated 2,001 1,314,132 Exxon Mobil Corporation 67,362 177,850 Halliburton Company 6,979 215,850 Kerr-McGee Corporation 12,474 33,250 Patterson-UTI Energy, Inc. 647 110,750 Schlumberger Limited 7,415 See accompanying notes to financial statements. 9 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 SHARES VALUE (000's) - ------- ------------- ENERGY (CONTINUED) 16,050 Shell Transport & Trading Company PLC - ADR $ 825 32,300 Smith International, Inc. * 1,758 294,050 Tidewater Inc. 10,471 69,550 Total SA - ADR 7,639 --------- 152,095 --------- FINANCIAL - 26.3% 82,050 A. G. Edwards, Inc. 3,545 40,250 ACE Limited 1,721 68,300 Allstate Corporation 3,532 205,950 American Home Mortgage Investment Corp. 7,054 455,686 American International Group, Inc. 29,925 122,100 Aon Corporation 2,913 192,250 Arthur J. Gallagher & Co. 6,248 1,156,780 Bank of America Corporation 54,357 57,550 Capitol Federal Financial 2,072 75,475 Charles Schwab Corporation 903 27,250 Chicago Mercantile Exchange 6,232 2,700 Chubb Corporation 208 1,352,615 Citigroup Inc. 65,169 43,000 Commerce Bancorp, Inc. 2,769 221,250 Converium Holding AG - ADR 1,027 84,548 Countrywide Financial Corporation 3,129 434,600 Crescent Real Estate Equities Company 7,936 49,100 Equity Office Properties Trust 1,430 161,700 Fannie Mae 11,515 162,850 Fidelity National Financial, Inc. 7,437 204,400 First Industrial Realty Trust, Inc. 8,325 2,382,336 General Electric Company 86,955 81,700 Glimcher Realty Trust 2,264 58,900 Goldman Sachs Group, Inc. 6,128 69,300 Hartford Financial Services Group, Inc. 4,803 61,850 Health Care REIT, Inc. 2,360 135,400 Hospitality Properties Trust 6,228 649,200 HRPT Properties Trust 8,329 263,200 HSBC Holdings PLC - ADR 22,409 10,000 Jefferies Group, Inc. 403 994,077 JPMorgan Chase & Co. 38,779 73,300 Legg Mason, Inc. 5,370 52,250 Liberty Property Trust 2,257 127,850 Lincoln National Corporation 5,968 386,200 Lloyds TSB Group PLC - ADR 14,208 295,100 Marsh & McLennan Companies, Inc. 9,709 7,800 MBNA Corporation 220 See accompanying notes to financial statements. 10 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 SHARES VALUE (000's) - ------- ------------- FINANCIAL (CONTINUED) 53,650 Mercury General Corporation $ 3,215 99,350 Merrill Lynch & Co., Inc. 5,938 267,150 Morgan Stanley 14,832 174,850 Nationwide Health Properties, Inc. 4,153 284,400 New York Community Bancorp, Inc. 5,850 19,150 Newcastle Investment Corporation 609 150,557 Regions Financial Corporation 5,358 398,683 U. S. Bancorp 12,487 211,350 Unitrin, Inc. 9,606 309,759 Wachovia Corporation 16,293 254,900 Waddell & Reed Financial, Inc. - Class A 6,090 125,900 Washington Mutual, Inc. 5,323 295,450 Wells Fargo & Company 18,362 23,750 XL Capital Ltd. - Class A 1,844 --------- 553,797 --------- HEALTH CARE - 10.5% 282,250 Abbott Laboratories 13,167 6,800 Aetna Inc. 848 94,227 Amgen Inc. * 6,045 13,200 Biogen Idec Inc. * 879 17,750 Boston Scientific Corporation * 631 1,352,900 Bristol-Myers Squibb Company 34,661 11,600 Cardinal Health, Inc. 675 61,250 Caremark Rx, Inc. * 2,415 20,750 Coventry Health Care, Inc. * 1,101 233,100 Eli Lilly and Company 13,228 8,300 Genentech, Inc. * 452 22,250 Gilead Sciences, Inc. * 779 126,450 GlaxoSmithKline PLC - ADR 5,992 13,950 Guidant Corporation 1,006 4,800 ImClone Systems Incorporated * 221 606,822 Johnson & Johnson 38,485 78,500 Medtronic Inc. 3,899 18,300 Mentor Corporation 617 733,400 Merck & Co., Inc. 23,572 6,150 Omnicare, Inc. 213 6,400 Onyx Pharmaceuticals, Inc. * 207 17,250 OSI Pharmaceuticals, Inc. * 1,291 1,633,800 Pfizer Inc. 43,933 98,950 Schering-Plough Corporation 2,066 93,700 Select Medical Corporation 1,649 124,150 UnitedHealth Group Incorporated 10,929 17,900 Universal Health Services, Inc. - Class B 797 See accompanying notes to financial statements. 11 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 SHARES VALUE (000's) - ------- ------------- HEALTH CARE (CONTINUED) 34,550 WellPoint Inc. * $ 3,973 181,800 Wyeth 7,743 ---------- 221,474 ---------- INDUSTRIALS - 4.7% 21,950 Black & Decker Corporation 1,939 139,500 Briggs & Stratton Corporation 5,800 106,950 Caterpillar Inc. 10,429 2,600 Cummins, Inc. 218 31,900 Deere & Company 2,373 156,600 Emerson Electric Co. 10,978 114,550 Hubbell Incorporated - Class B 5,991 6,450 Illinois Tool Works Inc. 598 15,950 Ingersoll-Rand Company 1,281 30,000 Parker-Hannifin Corporation 2,272 89,750 Pentair, Inc. 3,910 56,900 Snap-on Incorporated 1,955 196,300 SPX Corporation 7,864 126,800 Stanley Works 6,212 94,900 Timken Company 2,469 299,003 Tyco International Ltd. 10,686 116,750 United Technologies Corporation 12,066 289,500 Waste Management, Inc. 8,668 114,600 York International Corporation 3,958 ---------- 99,667 ---------- TECHNOLOGY - 14.9% 19,650 Adobe Systems Incorporated 1,233 52,650 ADTRAN, Inc. 1,008 25,275 Advanced Micro Devices, Inc. * 557 24,925 Agilent Technologies, Inc. * 601 29,500 Akamai Technologies, Inc. * 384 92,800 Amazon.com, Inc. * 4,110 121,550 Analog Devices, Inc. 4,488 46,100 Apple Computer, Inc. * 2,969 281,700 Applied Materials, Inc. * 4,817 52,400 Ask Jeeves, Inc. * 1,402 141,250 BEA Systems, Inc. * 1,251 194,852 Boeing Company 10,087 78,650 Broadcom Corporation - Class A * 2,539 22,000 CheckFree Corp. * 838 888,625 Cisco Systems, Inc. * 17,150 190,275 Corning Incorporated * 2,240 9,750 Cree, Inc. * 391 137,250 Dell Inc. * 5,784 See accompanying notes to financial statements. 12 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 SHARES VALUE (000's) - ------- ------------ TECHNOLOGY (CONTINUED) 154,950 eBay Inc. * $ 18,018 33,850 F5 Networks, Inc. * 1,649 6,550 Goodrich Corporation 214 14,000 Google Inc. - Class A * 2,703 3,100 Harris Corporation 192 422,005 Hewlett-Packard Company 8,849 292,500 Honeywell International Inc. 10,357 41,550 InfoSpace, Inc. * 1,976 1,277,578 Intel Corporation 29,883 245,850 International Business Machines Corporation 24,236 8,950 International Rectifier Corporation * 399 40,300 Internet Security Systems, Inc. * 937 48,900 Intersil Corporation - Class A 819 65,050 JDS Uniphase Corporation * 206 20,650 Lam Research Corporation * 597 45,700 Linear Technology Corporation 1,771 678,190 Lucent Technologies Inc. * 2,550 45,950 Macromedia, Inc. * 1,430 87,700 Maxim Integrated Products, Inc. 3,718 32,650 McAfee Inc. * 945 4,300 Mercury Interactive Corporation * 196 110,550 Microchip Technology Incorporated 2,947 2,198,900 Microsoft Corporation 58,733 175,571 Motorola, Inc. 3,020 60,250 National Semiconductor Corporation 1,081 111,450 Nokia Corporation - ADR 1,746 8,400 NVIDIA Corporation * 198 10,550 OmniVision Technologies, Inc. * 194 789,348 Oracle Corporation * 10,830 34,450 PeopleSoft, Inc. * 912 18,900 Plantronics, Inc. 784 16,750 PMC-Sierra, Inc. * 188 24,450 Priceline.com Incorporated * 577 345,600 QUALCOMM Incorporated 14,653 35,900 Raytheon Company 1,394 24,800 Red Hat, Inc. * 331 53,000 RF Micro Devices, Inc. * 362 9,400 Shanda Interactive Entertainment Ltd. - ADR * 399 94,300 Siebel Systems, Inc. * 990 14,650 Siemens AG - ADR 1,240 5,950 Silicon Laboratories Inc. * 210 33,800 Sohu.com Inc. * 599 31,300 Sonus Networks, Inc. * 179 See accompanying notes to financial statements. 13 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 SHARES VALUE (000's) - ------- ------------ TECHNOLOGY (CONTINUED) 97,850 Symantec Corporation * $ 2,521 22,900 Taser International, Inc. * 723 366,900 Texas Instruments Incorporated 9,033 18,650 Travelzoo Inc. * 1,780 17,200 United Online, Inc. * 198 28,200 UTStarcom, Inc. * 625 105,500 VeriSign, Inc. * 3,536 72,126 VERITAS Software Corporation * 2,059 49,950 WebEx Communications, Inc. * 1,188 94,000 Xilinx, Inc. 2,787 350,250 Yahoo! Inc. * 13,197 --------- 312,708 --------- TELECOMMUNICATIONS - 4.6% 108,571 AT&T Corp. 2,069 530,750 BellSouth Corporation 14,750 547,350 Citizens Communications Company 7,548 42,900 Nextel Communications, Inc. - Class A * 1,287 1,252,556 SBC Communications Inc. 32,278 168,150 Sprint Corporation 4,179 39,350 TDC A/S - ADR 837 64,300 Telstra Corporation Ltd. - ADR 1,231 819,668 Verizon Communications Inc. 33,205 --------- 97,384 --------- TRANSPORTATION - 0.5% 100,250 AMR Corporation * 1,098 34,800 GATX Corporation 1,028 59,900 JetBlue Airways Corporation * 1,391 71,200 United Parcel Service, Inc. - Class B 6,085 --------- 9,602 --------- UTILITIES - 4.1% 84,400 Ameren Corporation 4,232 732,200 Atmos Energy Corporation 20,026 18,500 Consolidated Edison, Inc. 809 333,500 Duke Energy Corporation 8,448 264,350 Duquesne Light Holdings Inc. 4,983 296,050 Great Plains Energy Incorporated 8,964 59,000 National Fuel Gas Company 1,672 159,800 NICOR Inc. 5,903 210,650 OGE Energy Corp. 5,584 95,500 ONEOK, Inc. 2,714 272,350 Pepco Holdings, Inc. 5,807 65,303 Progress Energy, Inc. 2,954 65,950 Public Service Enterprise Group Inc. 3,414 See accompanying notes to financial statements. 14 GATEWAY FUND PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 2004 SHARES VALUE (000's) - ------ ------------- UTILITIES (CONTINUED) 3,900 UIL Holdings Corporation $ 200 414,200 United Utilities PLC - ADR 10,173 39,400 Vectren Corporation 1,056 ------------ 86,939 ------------ Total common stocks (cost $1,746,020) 2,080,149 ------------ CONTRACTS PUT OPTIONS - 0.2% 2,019 On S&P 500 Index expiring January 22, 2005 at 1075 50 5,094 On S&P 500 Index expiring February 19, 2005 at 1075 688 3,158 On S&P 500 Index expiring February 19, 2005 at 1100 647 4,474 On S&P 500 Index expiring March 19, 2005 at 1075 1,521 2,245 On S&P 500 Index expiring March 19, 2005 at 1100 1,078 ------------ Total put options (cost $6,954) 3,984 ------------ REPURCHASE AGREEMENT - 3.8% ** 1.60% repurchase agreement with U. S. Bank, N. A. dated December 31, 2004, due January 3, 2005 (repurchase proceeds 80,012 $80,023) ------------ Total common stocks, put options and repurchase agreement - 102.9% 2,164,145 ------------ CALL OPTIONS - (3.2%) *** (2,475) On S&P 500 Index expiring January 22, 2005 at 1175 (10,148) (2,096) On S&P 500 Index expiring January 22, 2005 at 1200 (4,402) (2,847) On S&P 500 Index expiring February 19, 2005 at 1175 (13,409) (3,555) On S&P 500 Index expiring February 19, 2005 at 1200 (10,345) (3,866) On S&P 500 Index expiring March 19, 2005 at 1175 (20,759) (2,151) On S&P 500 Index expiring March 19, 2005 at 1200 (7,830) ------------ Total call options outstanding (premiums received $61,283) (66,893) ------------ OTHER ASSETS AND LIABILITIES, NET - 0.3% 6,683 ------------ NET ASSETS - 100.0% $ 2,103,935 ============ * Non-income producing. ** Repurchase agreement fully collateralized by U. S. Government Agency obligations. *** The $2,080,149,000 aggregate value of common stocks covers outstanding call options. ADR - American Depository Receipt Common stocks are grouped by sector. See accompanying notes to financial statements. 15 GATEWAY FUND STATEMENT OF ASSETS AND LIABILITIES -- DECEMBER 31, 2004 (000's) ASSETS: Common stocks, at value (cost $1,746,020) $ 2,080,149 Put options, at value (cost $6,954) 3,984 Repurchase agreement 80,012 Receivable for investments sold 7,191 Receivable for Fund shares sold 5,929 Dividends and interest receivable 3,866 Other assets 52 ----------- Total assets 2,181,183 ----------- LIABILITIES: Call options outstanding, at value (premiums received $61,283) 66,893 Payable to custodian 7,191 Payable for Fund shares redeemed 2,357 Accrued distribution expenses 656 Accrued investment advisory and management fees 34 Other accrued expenses and liabilities 117 ----------- Total liabilities 77,248 ----------- NET ASSETS $ 2,103,935 =========== NET ASSETS CONSIST OF: $ 1,933,645 Paid-in capital 67 Undistributed net investment income (155,326) Accumulated net realized loss on investment transactions 325,549 Net unrealized appreciation on investments ----------- Net assets $ 2,103,935 =========== FUND SHARES OUTSTANDING (unlimited number of shares authorized, no par value) 86,530 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE $ 24.31 =========== See accompanying notes to finnancial statements. 16 GATEWAY FUND STATEMENT OF OPERATIONS -- FOR THE YEAR ENDED DECEMBER 31, 2004 (000's) INVESTMENT INCOME: Dividends $ 40,819 Interest 732 Other income 121 --------- Total investment income 41,672 --------- EXPENSES: Investment advisory and management fees 9,929 Distribution expenses 6,178 Professional fees 151 Trustees' fees 140 Registration fees 118 Custodian fees 109 Standard & Poor's licensing fees 100 Insurance expense 58 Other expenses 72 --------- Total expenses 16,855 --------- NET INVESTMENT INCOME 24,817 --------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: REALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS: Common stocks 107,879 Put options expired and closed (60,563) Call options expired and closed (41,143) --------- Net realized gain on investment transactions 6,173 --------- CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION ON INVESTMENTS: Common stocks 50,617 Put options 2,943 Call options 39,567 --------- Net change in unrealized appreciation/depreciation on investments 93,127 --------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 99,300 --------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 124,117 ========= See accompanying notes to financial statements. 17 GATEWAY FUND STATEMENTS OF CHANGES IN NET ASSETS (000's) Year Ended December 31, ------------------------- 2004 2003 ----------- ----------- FROM OPERATIONS: Net investment income $ 24,817 $ 10,279 Net realized gain (loss) on investment transactions 6,173 (128,222) Net change in unrealized appreciation/depreciation on investments 93,127 249,831 ----------- ----------- Net increase in net assets from operations 124,117 131,888 ----------- ----------- DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (24,820) (10,278) ----------- ----------- FROM FUND SHARETRANSACT IONS: Proceeds from shares sold 987,276 544,736 Net asset valueof share s issued in reinvestment of distributions to share holders 21,112 9,123 Payments for shares redeemed (409,311) (338,356) ----------- ----------- Net increase in net assets from Fund shares transactions 599,077 215,503 ----------- ----------- NET INCREASE IN NET ASSETS 698,374 337,113 NET ASSETS: Beginning of year 1,405,561 1,068,448 ----------- ----------- End of year $ 2,103,935 $ 1,405,561 =========== =========== UNDISTRIBUTED NET INVESTMENT INCOME $ 67 $ 70 =========== =========== FUND SHARE TRANSACTIONS: Shares sold 41,915 24,684 Shares issued in reinvestment of distributions to shareholders 867 397 Shares redeemed (17,372) (15,429) ----------- ----------- Net increase in Fund shares outstanding 25,410 9,652 Shares outstanding, beginning of year 61,120 51,468 ----------- ----------- Shares outstanding, end of year 86,530 61,120 =========== =========== See accompanying notes to financial statements. 18 GATEWAY FUND FINANCIAL HIGHLIGHTS - PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR Year Ended December 31, ----------------------------------------------------------------------- 2004 2003 2002 2001 2000 ----------- ----------- ----------- ----------- ----------- BEGINNING NET ASSET VALUE $ 23.00 $ 20.76 $ 21.98 $ 22.92 $ 23.67 ----------- ----------- ----------- ----------- ----------- INVESTMENT OPERATIONS: Net investment income 0.29 0.17 0.15 0.11 0.08 Net realized and unrealized gain (loss) 1.31 2.24 (1.22) (0.92) 1.49 ----------- ----------- ----------- ----------- ----------- Total from investment operations 1.60 2.41 (1.07) (0.81) 1.57 ----------- ----------- ----------- ----------- ----------- DISTRIBUTIONS: Dividends from net investment income (0.29) (0.17) (0.15) (0.11) (0.08) Distributions from net realized gain -- -- -- (0.02) (2.24) ----------- ----------- ----------- ----------- ----------- Total distributions (0.29) (0.17) (0.15) (0.13) (2.32) ----------- ----------- ----------- ----------- ----------- ENDING NET ASSET VALUE $ 24.31 $ 23.00 $ 20.76 $ 21.98 $ 22.92 =========== =========== =========== =========== =========== TOTAL RETURN 6.95% 11.61% (4.86%) (3.53%) 6.61% ENDING NET ASSETS (000'S) $ 2,103,935 $ 1,405,561 $ 1,068,448 $ 1,285,131 $ 1,491,052 AVERAGE NET ASSETS RATIOS: Total expenses 0.97% 0.97% 0.97% 0.97% 0.98% Net investment income 1.42% 0.86% 0.66% 0.43% 0.33% PORTFOLIO TURNOVER RATE 71% 5% 13% 18% 22% See accompanying notes to financial statements. 19 GATEWAY FUND NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2004 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The Gateway Trust (the Trust) is an Ohio business trust, registered under the Investment Company Act of 1940, which is authorized to establish and operate one or more separate series of mutual funds. The Trust currently operates one diversified mutual fund, the Gateway Fund (the Fund). The investment objective of the Fund is to capture the majority of the higher returns associated with equity market investments, while exposing investors to significantly less risk than other equity investments. The Fund attempts to achieve its investment objective primarily by owning a diversified portfolio of common stocks and by selling index call options. The Fund also buys index put options that can protect the Fund from a significant market decline over a short period of time. The following is a summary of the Fund's significant accounting policies: INVESTMENTS VALUATION - The Fund values its portfolio securities as of the close of the regular session of trading on the New York Stock Exchange (the NYSE), normally 4:00 P.M. Eastern time. Securities, other than option contracts, traded on a national stock exchange are valued at the last reported sales price on the primary exchange on which the security is traded. Securities traded in the over-the-counter market, and which are quoted by NASDAQ, are valued at the NASDAQ Official Closing Price. Option contracts (both purchased and written) are valued at the average of the closing bid and asked quotations. Securities, other than option contracts, for which market quotations are not readily available or in which trading has been suspended during the day, and option contracts for which closing market quotations are not considered to reflect option contract values as of the close of the NYSE, are valued at fair value as determined in good faith under procedures adopted by the Board of Trustees. SHARE VALUATION - The net asset value per share of the Fund is calculated daily by dividing the total value of the Fund's assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share are equal to the net asset value per share. INVESTMENT TRANSACTIONS AND INVESTMENT INCOME - Investment transactions are recorded on the trade date. Capital gains and losses are calculated on an identified cost basis. Dividend income is recorded on the ex-dividend date and interest income is accrued daily. OPTION TRANSACTIONS - The Fund purchases index put options and writes (sells) index call 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 valued until the option expires or the Fund enters into a closing purchase transaction. When an index call option expires on its stipulated expiration date 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. DISTRIBUTIONS TO SHAREHOLDERS - Distributions from net investment income and net realized capital gains, if any, are recorded on the ex-dividend date and are declared and paid to shareholders annually. 20 GATEWAY FUND NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2004 FEDERAL INCOME TAXES - The Fund intends to comply with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and distribute substantially all of its taxable income to shareholders. Based on this policy, the Fund makes no provision for income taxes. At December 31, 2004, the components of distributable earnings on a tax basis were as follows (000's): Cost of common stocks and options $ 1,696,369 =========== Gross unrealized appreciation $ 342,294 Gross unrealized depreciation (21,423) ----------- Net unrealized appreciation 320,871 Undistributed ordinary income 67 Capital loss carryforwards (150,648) ----------- Distributable earnings $ 170,290 =========== The Fund's capital loss carryforwards expire December 31, 2011. For the year ended December 31, 2004, the Fund utilized $36,041,000 of the capital loss carryforwards to offset realized gains. The difference between the book basis and tax basis of distributable earnings resulted from the tax deferral of losses on wash sales and the tax recognition of net unrealized depreciation on open option contracts at December 31, 2004. There were no differences between the book basis and tax basis of distributions paid for the years ended December 31, 2004 and 2003. REPURCHASE AGREEMENTS - The Fund requires the custodian to hold sufficient collateral to secure repurchase agreements. To reduce the chance of loss in its repurchase transactions, the Fund enters into repurchase agreements only with banks that have more than $1 billion in assets and are creditworthy in the judgment of Gateway Investment Advisers, L.P. (the Adviser). ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. 2. TRANSACTIONS WITH AFFILIATES The Fund pays the Adviser an investment advisory and management fee under the terms of a Management Agreement at an annual rate of 0.925% of average daily net assets minus all distribution expenses. The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the Investment Company Act of 1940 that allows for the payment of distribution expenses by the Fund related to the sale and distribution of its shares. In any year, distribution expenses cannot exceed 0.50% of average daily net assets. The Adviser receives no separate fee for its transfer agency, fund accounting and other services to the Fund, and the Adviser pays the Fund's expenses of reporting to shareholders under the Management Agreement. If total annual operating expenses (excluding taxes, interest, brokerage commissions and expenses of an extraordinary nature) exceed 1.50% of the Fund's average daily net assets, the Adviser has agreed to reduce its fee as necessary to limit the Fund's expenses to this level. 21 GATEWAY FUND NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2004 3. INVESTMENT TRANSACTIONS For the year ended December 31, 2004, cost of purchases of investment securities (excluding any short-term investments and U. S. government securities) totaled $1,695,422,000 and proceeds from sales totaled $1,217,333,000. The Fund may write (sell) call options on stock indexes in exchange for cash (that is, the premium received) to enhance earnings on the portfolio securities. However, using these call options limits the opportunity to participate in appreciation of the underlying portfolio beyond certain upper limits set by the contracts. The Fund may also buy put options on stock indexes. The purchase of put options involves the risk of loss of all or part of the cash paid for the put options. In general, the liability recorded upon receipt of written option premiums increases to offset rises and decreases to offset declines in portfolio value. Similarly, the value of purchased put options generally increases to offset declines and decreases to offset rises in portfolio value. For the year ended December 31, 2004, transactions in written options were as follows: Contracts Premiums (000's) --------- ---------------- Outstanding at December 31, 2003 12,982 $ 45,734 Options written 115,890 295,795 Options terminated in closing purchase transactions (97,349) (251,657) Options expired (14,533) (28,589) ------- ---------------- Outstanding at December 31, 2004 16,990 $ 61,283 ======= ================ 4. BANK LINE OF CREDIT The Fund has an uncommitted $65 million bank line of credit to be used as a temporary liquidity source for meeting redemption requests. Borrowings under this arrangement, expiring October 31, 2005, bear interest at the bank's prime rate minus 0.50%. There are no fees associated with maintaining this facility. During the year ended December 31, 2004, there were no borrowings on this line of credit. 5. COMMITMENTS AND CONTINGENCIES The Fund indemnifies the Trustees and officers of the Trust for certain liabilities that might arise from the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. 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. 6. TAX INFORMATION (UNAUDITED) The Fund is required by subchapter M of the Internal Revenue Code of 1986, as amended, to advise shareholders as to the federal income tax status of distributions received during the Fund's fiscal year. On December 30, 2004, the Fund declared and paid an ordinary income dividend of $24,820,000 or $0.29 per share to shareholders of record as of December 29, 2004. For the year ended December 31, 2004, 100% of the dividends paid from ordinary income are considered "qualified dividends" subject to a federal tax rate of not more than 15% and 100% of the dividends paid qualified for the dividends received deduction for corporations. 22 GATEWAY FUND REPORT OF INDEPENDENT AUDITORS To the Board of Trustees and Shareholders of the Gateway Fund of The Gateway Trust We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the Gateway Fund (the Fund) of The Gateway Trust as of December 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights presented herein for each of the years ended December 31, 2001 and 2000 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on these financial highlights in their report dated January 17, 2002. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Gateway Fund of The Gateway Trust as of December 31, 2004, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the three years in the period then ended, in conformity with U.S. generally accepted accounting principles. Cincinnati, Ohio January 18, 2005 ERNST & YOUNG LLP 23 GATEWAY FUND FUND EXPENSES (UNAUDITED) As a shareholder, you may incur two types of costs: (1) transaction costs, including any transaction fees that you may be charged if you purchase or redeem the Fund through certain financial institutions; and (2) ongoing costs, including management fees, distribution fees (12b-1 fees) and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the six-month period indicated. ACTUAL EXPENSES The first line in the table below provides information about actual account values and actual Fund expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during the period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio 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 for the period. You may use this information to compare the ongoing costs of investing in the Fund to other mutual 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 in the table are meant to highlight ongoing costs only and do not reflect any transaction costs charged by certain financial institutions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different mutual funds. In addition, if you incurred transaction costs, your costs would have been higher. Please refer to the Fund's prospectus for additional information on applicability of transaction costs for the Fund. Beginning Ending Expenses Paid Account Value Account Value During Period 7/1/04 12/31/04 7/1/04 - 12/31/04* ------------- ------------- ------------------ Actual $ 1,000.00 $ 1,040.20 $ 4.97 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,020.26 $ 4.93 * Expenses are equal to the Fund's annualized expense ratio of 0.97%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the most recent fiscal half-year period). 24 GATEWAY FUND MANAGEMENT INFORMATION - DECEMBER 31, 2004 (UNAUDITED) THE FOLLOWING PROVIDES INFORMATION REGARDING EACH TRUSTEE WHO IS NOT AN "INTERESTED PERSON" OF THE GATEWAY TRUST, AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940. JAMES M. ANDERSON, Cincinnati Children's Hospital Medical Center, 3333 Burnet Avenue, Cincinnati, Ohio 45229; Trustee of The Gateway Trust since April 1997; Cincinnati Children's Hospital Medical Center, President and Chief Executive Officer since November 1996; Trustee of Cincinnati Children's Hospital Medical Center; Director of Union Central Life; Director of the National Stock Exchange; Chairman of the Board of the Cincinnati Branch of the Federal Reserve Bank of Cleveland. Age 63. STEFEN F. BRUECKNER, The Gateway Trust, Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209; Trustee of The Gateway Trust since October 1992; Humana, Inc. (insurance), Vice President - Market Operations since July 2001; ProMutual Group (insurance), President and Chief Executive Officer from 1998 to 2000; Anthem Companies, Inc. (insurance), President and Chief Executive Officer from 1995 to 1998. Age 55. KENNETH A. DRUCKER, Sequa Corporation, 200 Park Avenue, New York, New York 10166; Trustee of The Gateway Trust since April 1986; Sequa Corporation (industrial equipment), Vice President and Treasurer since 1987; Director of Formica Corporation. Age 59. BEVERLY J. FERTIG, The Gateway Trust, Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209; Trustee of The Gateway Trust since September 1988; National Association of Securities Dealers, Inc., Arbitrator since January 1992. Age 74. R. S. (DICK) HARRISON, 4040 Mt. Carmel Road, Cincinnati, Ohio 45244; Trustee of The Gateway Trust since April 1996; Retired; Director of Anderson Bank Company of Cincinnati, Ohio. Age 73. THE FOLLOWING PROVIDES INFORMATION REGARDING EACH TRUSTEE WHO IS AN "INTERESTED PERSON" OF THE GATEWAY TRUST, AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940. EACH IS A DIRECTOR, OFFICER AND EMPLOYEE OF THE TRUST'S ADVISER, AND AN OFFICER AND A TRUSTEE OF THE TRUST. WALTER G. SALL, Gateway Investment Advisers, L.P., Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209; Chairman of The Gateway Trust since December 1977 and Trustee of The Gateway Trust since April 1986; Gateway Investment Advisers, L.P., Chairman and Chief Executive Officer since 1995; Director of Melmedica Children's Healthcare, Inc.; Director of Anderson Bank Company of Cincinnati, Ohio. Age 60. J. PATRICK ROGERS, Gateway Investment Advisers, L.P., Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209; President of The Gateway Trust since January 1997 and Trustee of The Gateway Trust since December 1998; Co-Portfolio Manager of the Gateway Fund from 1994 to 1997; Portfolio Manager of the Gateway Fund since 1997; Gateway Investment Advisers, L.P., President since 1995. Age 40. 25 GATEWAY FUND MANAGEMENT INFORMATION - DECEMBER 31, 2004 (UNAUDITED) THE FOLLOWING PROVIDES INFORMATION REGARDING EACH OFFICER OF THE GATEWAY TRUST AS DEFINED BY THE INVESTMENT COMPANY ACT OF 1940. DEBRA M. BROWN, Brown & Associates, 20 Oak Street, Suite 200, Beverly Farms, Massachusetts 01915; Chief Compliance Officer of The Gateway Trust since September 2004; Brown & Associates (compliance consulting firm), Principal since 2000. Age 42. GARY H. GOLDSCHMIDT, Gateway Investment Advisers, L.P., Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209; Vice President and Treasurer of The Gateway Trust since April 2000; Gateway Investment Advisers, L.P., Chief Financial Officer since January 2004 and Controller from 1999 to 2004; Countrywide Fund Services, Inc. (mutual fund service provider), Vice President and Financial Reporting Manager from 1993 to 1999. Age 42. GEOFFREY KEENAN, Gateway Investment Advisers, L.P., Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209; Vice President of The Gateway Trust since April 1996; Gateway Investment Advisers, L.P., Executive Vice President and Chief Operating Officer since December 1995. Age 46. DONNA M. SQUERI, Gateway Investment Advisers, L.P., Rookwood Tower, 3805 Edwards Road, Suite 600, Cincinnati, Ohio 45209; Secretary of The Gateway Trust since October 1995; Gateway Investment Advisers, L.P., General Counsel since December 1995 and Chief Compliance Officer since September 2004. Age 45. The Statement of Additional Information includes additional information regarding the Trustees and is available without charge, upon request, by calling 800.354.6339. 26 WEB SITE For general information regarding the Gateway Fund, visit us at www.gatewayfund.com ------------------- AFFORDABILITY $1,000 Minimum Initial Investment $500 Minimum Initial IRA Investment $100 Minimum Additional Investment No Annual Account Charges No-Fee IRA Account ------------------- CONVENIENCE Automatic Investment Program Systematic Withdrawal Program Telephone Redemptions ------------------- FLEXIBILITY Available for numerous investment options: Individuals IRAs Trusts Pension Plans Gifts to Minors ITEM 2. CODE OF ETHICS. (a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (b) For purposes of this Item, the term "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote: (1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; (3) Compliance with applicable governmental laws, rules, and regulations; (4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (5) Accountability for adherence to the code. (c) Amendments: During the period covered by this report, the code of ethics was amended in order to substitute the "Chief Compliance Officer of the Adviser" in place of the term "compliance officer of the Trust". Also added were provisions to include the Trust's Chief Compliance Officer for review and reporting purposes. The reasons these amendments were made was to incorporate the newly appointed Trust and Adviser Chief Compliance Officers into the Registrant's code of ethics. (d) Waivers: During the period covered by this report, the registrant had not granted a waiver, including an implicit waiver, from a provision of the code of ethics. (e) Not applicable (f) A copy of the registrant's amended and restated code of ethics is filed as an exhibit herewith. See Item 12(a)(1). ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a) The registrant's board of trustees has determined that Kenneth A. Drucker is an audit committee financial expert. He is independent for purposes of this Item 3. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) AUDIT FEES FY 2004 $ 51,200 FY 2003 $ 45,600 (b) AUDIT-RELATED FEES Registrant Adviser ---------- ------- FY 2004 $ 0 $ 7,900 FY 2003 $ 0 $ 7,300 Nature of Fees. Audit-related services for the Adviser are associated with examination of internal controls related to the Adviser's transfer agent and registrar functions for SEC Rule 17Ad-13 filing. (c) TAX FEES Registrant Adviser ---------- ------- FY 2004 $ 10,626 $ 0 FY 2003 $ 4,100 $ 0 Nature of Fees. Tax services for registrant included tax compliance and tax return reviews in 2004 and 2003. (d) ALL OTHER FEES Registrant Adviser ---------- ------- FY 2004 $ 0 $1,222 FY 2003 $ 0 $ 0 Nature of Fees. Other services for Adviser are associated with a sales and use tax refund review engagement. (e) (1) AUDIT COMMITTEE'S PRE-APPROVAL POLICIES Beginning with non-audit service contracts entered into on or after May 6, 2003, the registrant's Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant's Audit Committee is also required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant to the extent that the services are determined to have a direct impact on the operations or financial reporting of the registrant. The registrant's Audit Committee has established a policy of requiring specific pre-approval of audit and non-audit services on an engagement-by-engagement basis. (2) PERCENTAGES OF FY 2004 NON-AUDIT SERVICES APPROVED BY THE AUDIT COMMITTEE Audit-Related Fees 100% Tax Fees 100% All Other Fees 100% (f) During the audit of registrant's financial statements for the most recent fiscal year, less than 50% of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant are as follows: Registrant Adviser ---------- ------- FY 2004 $ 10,626 $ 9,122 FY 2003 $ 4,100 $ 7,300 (h) Not applicable. All non-audit services to the registrant's investment adviser were pre-approved by the Audit Committee for FY 2004. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS The schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form. 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 COMPANY AND AFFILIATED PURCHASERS Not applicable ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 11. CONTROLS AND PROCEDURES. (a) Based on an evaluation of the registrant's disclosure controls and procedures as of February 22, 2005, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) EX-99.CODE ETH. Registrant's code of ethics that is subject to the disclosure required by Item 2 is filed herewith. (a)(2) EX-99.CERT. Certifications required by Rule 30a-2(a) of the Investment Company Act of 1940 are filed herewith. (b) EX-99.906 CERT. Certification required by Rule 30a-2(b) of the Investment Company Act of 1940 is filed herewith. 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. The Gateway Trust By /s/ Walter G. Sall ---------------------------- Walter G. Sall, Chairman Date February 22, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ Walter G. Sall ----------------------------- Walter G. Sall, Chairman Date February 22, 2005 By /s/ Gary H. Goldschmidt ----------------------------- Gary H. Goldschmidt Vice President and Treasurer Date February 22, 2005