Exhibit (a)(1)
NATIXIS FUNDS TRUST I
NATIXIS FUNDS TRUST II
NATIXIS FUNDS TRUST III
NATIXIS FUNDS TRUST IV
NATIXIS CASH MANAGEMENT TRUST
LOOMIS SAYLES FUNDS I
LOOMIS SAYLES FUNDS II
HANSBERGER INTERNATIONAL SERIES
GATEWAY TRUST
Adopted August, 2003
Amended June 1, 2007 (to add Gateway Trust)
Amended September 14, 2007 (to add Hansberger International Series)
CODE OF ETHICS PURSUANT TO SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002 FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
I. Covered Persons/Purpose of the Code
This Code of Ethics (this "Code") pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002 has been adopted by the registered investment
companies (each a "Fund" and, collectively, the "Funds") listed on Exhibit A
and applies to each Fund's Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer (the "Covered Persons," all covered
persons are set forth in Exhibit B) for the purpose of promoting:
. Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
. Full, fair, accurate, timely, and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission (the "SEC") and in other public
communications made by the registrant
. Compliance with applicable governmental laws, rules and regulations;
. The prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code of violations of
the Code; and
. Accountability for adherence to the Code.
Each Covered Person should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to conflicts of interest.
II. Covered Persons Should Handle Ethically Actual and Apparent Conflicts
of Interest
Overview. A "conflict of interest" occurs when a Covered Person's private
interest interferes with the interests of, or his service to, the Fund. For
example, a conflict of interest would arise if a Covered Person's, or a member
of the Covered Person's family or household, receives improper personal
benefits as a result of the Covered Person's position with the Fund.
Certain conflicts of interest arise out of the relationships between Covered
Persons and the Fund and already are subject to conflict of interest provisions
in the Investment Company Act of 1940 (including the regulations thereunder,
the "1940 Act") and the Investment Advisers Act of 1940 (including the
regulations thereunder, the "Investment Advisers Act"). For example, Covered
Persons may not engage in certain transactions with the Fund because of their
status as "affiliated persons" of the Fund. The Funds and their investment
advisers; subadvisers; distributors and administrators (each a "Service
Provider" and, collectively, the "Service Providers") compliance programs and
procedures are designed to prevent, or identify and correct, violations of
these provisions. This Code does not, and is not intended to, repeat or replace
these programs and procedures, and such conflicts fall outside of the
parameters of this Code. See also Section V of this code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Funds and their Service Providers of which the Covered
Persons are also officers or employees. As a result, this Code recognizes that
the Covered Persons will, in the normal course of their duties (whether for the
Funds or for a Service Provider, or for each), be involved in establishing
policies and implementing decisions that will have different effects on the
Service Providers and the Funds. The participation of the Covered Persons in
such activities is inherent in the contractual relationships between the Funds
and their Service Providers and is consistent with the performance by the
Covered Persons of their duties as officers of the Funds. Thus, if performed in
conformity with the provisions of the 1940 Act and the Investment Advisers Act,
such activities will be deemed to have been handled ethically. In addition, it
is recognized by the Funds' Boards of Trustees ("Boards") that the Covered
Persons may also be officers or employees of one or more other investment
companies covered by this or other codes and that such service, by itself, does
not give rise to a conflict of interest.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not the subject of provisions of the 1940 Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Persons should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Person should not be placed improperly before the
interest of a Fund.
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Each Covered Person must not:
. use his/her personal influence or personal relationships improperly to
influence investment decisions or financial reporting by a Fund whereby
the Covered Person would benefit personally to the detriment of the Fund;
. cause a Fund to take action, or fail to take action, for the individual
personal benefit of the Covered Person rather than the benefit the Fund;
or
. retaliate against any other Covered Person or any employee of the Funds
or their Service Providers for reports of potential violations that are
made in good faith.
There are some conflict of interest situations that should always be
approved by the Chief Legal Officer ("CLO") of the Fund (or, with respect to
activities of the CLO if he/she is a Covered Person, by the President ). These
conflict of interest situations are listed below:
. service on the board of directors or governing board of a publicly
traded entity;
. acceptance of any investment opportunity, gift, gratuity or other thing
of more than nominal value from any person or entity that does business,
or desires to do business, with the Fund. This restriction shall not
apply to (i) gifts from a single giver so long as their aggregate annual
value does not exceed the equivalent of $100 or (ii) attending business
meals, business related conferences, sporting events and other
entertainment events at the expense of a giver, so long as the expense
is reasonable;
. any ownership interest in, or any consulting relationship with, any
entities doing business with a Fund, other than a Service Provider or an
affiliate of a Service Provider. This restriction shall not apply to or
otherwise limit the ownership of publicly traded securities so long as
the Covered Person's ownership does not exceed more than 2% of the
outstanding securities of the relevant class; and
. a direct or indirect financial interest in commissions, transaction
charges or spreads paid by a Fund for effecting portfolio transactions
or for selling or redeeming shares other than an interest arising from
the Covered Person's employment with a Service Provider or its
affiliate. This restriction shall not apply to or otherwise limit
(i) the ownership of publicly traded securities so long as the Covered
Person's ownership does not exceed more than 2% of the particular class
of security outstanding or (ii) the receipt by the Service Provider of
research or other benefits in exchange for "soft dollars".
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III. Disclosure and Compliance
. Each Covered Person should familiarize himself with the disclosure
requirements generally applicable to a Fund;
. Each Covered Person should not knowingly misrepresent, or cause others
to misrepresent, facts about a Fund to others, whether within or outside
the Fund, including to the Fund's Board and auditors, and to
governmental regulators and self-regulatory organizations;
. Each Covered Person should, to the extent appropriate within his/her
area of responsibility, consult with other officers and employees of the
Funds and the adviser with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the
Funds file with, or submit to, the SEC and in other public
communications made by the Funds; and
. It is the responsibility of each Covered Person to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. Reporting and Accountability
Each Covered Person must:
. upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Person), affirm in writing to the Funds that he/she has
received, read, and understands the Code;
. annually thereafter affirm to the Funds that he/she has complied with
the requirements of the Code; and
. notify the CLO of the Funds promptly if he/she knows of any violation of
this Code (with respect to violations by the CLO if he/she is a Covered
Person, the Covered Person shall report to the President). Failure to do
so is itself a violation of this Code.
The CLO of a Fund is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any approvals or
waivers other than those this Code states can be granted by the CLO, sought by
the CLO or Covered Person will be considered by the relevant Fund's Audit
Committee (the "Committee").
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The Funds will follow these procedures in investigating and enforcing this
Code:
. the CLO will take all appropriate action to investigate any potential
violations reported, which may include the use of internal or external
counsel, accountants or other personnel;
. if, after such investigation, the CLO believes that no violation has
occurred, the CLO is not required to take any further action;
. any matter that the CLO believes is a violation will be reported to the
Committee;
. if the Committee concurs that a violation has occurred, it will inform
and make a recommendation to the Board, which will consider appropriate
action, which may include review of, and appropriate modifications to,
applicable policies and procedures; notification to appropriate
personnel of the investment adviser or its board; or a recommendation to
dismiss the Covered Person;
. the Committee will be authorized to grant waivers, as it deems
appropriate; and
. any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for purposes
of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Funds or the Funds' Service Providers govern or purport to
govern the behavior or activities of the Covered Persons who are subject to
this Code, they are superseded by this Code to the extent that they conflict
with the provisions of this Code. The Funds and their Service Providers' codes
of ethics under Rule 17j-1 under the 1940 Act and the Service Providers' more
detailed compliance policies and procedures are separate requirements applying
to the Covered Persons and others, and are not part of this Code.
VI. Amendments
Any amendments to this Code with respect to a Fund, other than
administrative amendments to Exhibits A and B, must be approved or ratified by
a majority vote of the Fund's Board, including a majority of independent
trustees.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone except as permitted by the Board.
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VIII. Internal Use
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
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Exhibit A
Registered Investment Companies
Natixis Funds Trust I
Natixis Funds Trust II
Natixis Funds Trust III
Natixis Funds Trust IV
Natixis Cash Management Trust
Loomis Sayles Funds I
Loomis Sayles Funds II
Hansberger International Series
Gateway Trust
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Exhibit B
Persons Covered by this Code of Ethics
Principal Principal
Principal Executive Financial Accounting
Trust Officer Officer Officer
- ----- ----------------------- --------------- ---------------
Natixis Funds John. T. Hailer, Michael Kardok, Michael Kardok,
Trust I Trustee, President and Treasurer Treasurer
Chief Executive
Officer
Natixis Funds John. T. Hailer, Michael Kardok, Michael Kardok,
Trust II Trustee, President and Treasurer Treasurer
Chief Executive
Officer
Natixis Funds John. T. Hailer, Michael Kardok, Michael Kardok,
Trust III Trustee, President and Treasurer Treasurer
Chief Executive
Officer
Natixis Funds John. T. Hailer, Michael Kardok, Michael Kardok,
Trust IV Trustee, President and Treasurer Treasurer
Chief Executive
Officer
Natixis Cash John. T. Hailer, Michael Kardok, Michael Kardok,
Management Trust Trustee, President and Treasurer Treasurer
Chief Executive
Officer
Loomis Sayles Funds I Robert J. Blanding, Michael Kardok, Michael Kardok,
Trustee, President and Treasurer Treasurer
Chief Executive
Officer
Loomis Sayles Funds II Robert J. Blanding, Michael Kardok, Michael Kardok,
Trustee, Chief Treasurer Treasurer
Executive Officer;
John T. Hailer,
Trustee, President
Hansberger John. T. Hailer, Michael Kardok, Michael Kardok,
International Series Trustee, President and Treasurer Treasurer
Chief Executive
Officer
Gateway Trust John. T. Hailer, Michael Kardok, Michael Kardok,
Trustee, President and Treasurer Treasurer
Chief Executive
Officer
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