THOMPSON
HINE
ATLANTA BRUSSELS CINCINNATI CLEVELAND COLUMBUS DAYTON
NEW YORK WASHINGTON, D.C.
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Submitted electronically
April 29, 2005
Vince DiStefano
U.S. Securities & Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC 20549
RE: Gateway Trust, File No. 2-59895 and 811-02773
Dear Mr. DiStefano:
On February 25, 2005, Gateway Trust (the "Trust") filed Post-Effective Amendment
No. 41 to its Registration Statement on Form N-1A. Please find below the Trust's
responses to your comments provided by telephone. For your convenience, I have
restated your comments.
Prospectus
Comment: Under the heading "Purchasing Stocks," revise the disclosure
to comply with plain English requirements.
Response: The disclosure has been revised as requested, and the
revisions are highlighted below.
The Fund invests in a diversified stock portfolio designed to support
the Fund's index-option-based risk management strategy as efficiently
as possible while seeking to enhance the Fund's total return. The
Adviser uses a multi-factor quantitative model to construct the stock
portfolio. The model evaluates approximately 9,000 stocks traded on the
New York Stock Exchange, the American Stock Exchange and the NASDAQ
Stock Market to construct a portfolio that meets criteria and
constraints established by the Adviser. Generally, the Adviser tries to
minimize the difference between the performance of the stock portfolio
and that of the index or indexes underlying the Fund's option strategy
while also considering other factors, such as predicted dividend yield.
The Adviser monitors this difference and the other factors, and
rebalances and adjusts the stock portfolio from time to time. The
portfolio is expected to be generally representative of the broad U.S.
equity market.
Don.Mendelsohn@ThompsonHine.com Phone 513.352.6546 Fax 513.241.4771
April 29, 2005
Page 2
Statement of Additional Information
Comment: With respect to the second paragraph of the section titled
"Disclosure of Portfolio Holdings," explain supplementally whether the
Board of Trustees considered the "conditions of confidentiality"
identified as items (ii), (iii) and (iv) to be sufficient.
Response: The Board of Trustees did consider whether these measures
were sufficient and concluded that, due to the nature of the Fund and
its portfolio holdings, the risk of misuse of portfolio information was
very limited and, therefore, these measures are sufficient.
General
Comment: Please provide a statement in response to the generic "Tandy"
letter.
Response: The Trust hereby acknowledges that:
(a) The Trust is responsible for the adequacy and accuracy of the
disclosure in the filings reviewed by the staff of the
Securities and Exchange Commission (the "Staff");
(b) Staff comments or changes to disclosure in response to Staff
comments in a filing reviewed by the Staff do not foreclose
the Commission from taking any action with respect to the
filing; and
(c) The Trust may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
If you have any further questions or additional comments, please contact the
undersigned at 513-352-6546.
Very truly yours,
/s/ Donald S. Mendelsohn
Donald S. Mendelsohn
cc: Donna Squeri