Loomis, Sayles, & Company, L.P. - Citi Private Bank · PDF filePart II - Page 5 Loomis, Sayles...

ADV Form 307

Loomis, Sayles, & Company, L.P.

ADV Part II, Privacy and Proxy

Policies

As of 06/04/2008

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).

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OMB APPROVALOMB Number: 3235-0049

FORM ADV Expires: July 31, 2008Uniform Application for Investment Adviser Registration Estimated average burden

Part II - Page 1 hours per response. . . . 9.402

Name of Investment Adviser: Loomis, Sayles & Company, L.P.

Address: (Number and Street) (City) (State) (Zip Code) Area Code: Telephone Number:One Financial Center Boston MA 02111 ( 617) 482-2450

This part of Form ADV gives information about the investment adviser and its business for the use of clients.The information has not been approved or verified by any government authority.

Table of Contents

Item Number Item Page

1 Advisory Services and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2 Types of Clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3 Types of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4 Methods of Analysis, Sources of Information and Investment Strategies . . . . . . 3

5 Education and Business Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6 Education and Business Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

7 Other Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

8 Other Financial Industry Activities or Affiliations . . . . . . . . . . . . . . . . . . . . . . . . 4

9 Participation or Interest in Client Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 5

10 Conditions for Managing Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

11 Review of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

12 Investment or Brokerage Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

13 Additional Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

14 Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Continuation Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule F

Balance Sheet, if required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule G


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FORM ADV Applicant: SEC File Number: Date:

Part II - Page 2 Loomis, Sayles & Company, L.P. 801-170 6/4/2008

Definitions for Part II

Related person - Any officer, director or partner of applicant or any person directly or indirectly controlling, controlled by, orunder common control with the applicant, including any non-clerical, non-ministerial employee.

Investment Supervisory Services - Giving continuous investment advice to a client (or making investments for the client) based on the individual needs of the client. Individual needs include, for example, the nature of other client assets and the client’s per-sonal and family obligations.

1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate % of total advisory billings from that service.

Applicant: (See instruction below.)(1) Provides investment supervisory services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . 100%(2) Manages investment advisory accounts not involving investment supervisory services . . . . . . . . . . . . . . . . . . . %(3) Furnishes investment advice through consultations not included in either service described above . . . . . . . . . . %(4) Issues periodicals about securities by subscription . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %(5) Issues special reports about securities not included in any service described above . . . . . . . . . . . . . . . . . . . . . %(6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients

may use to evaluate securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . %(7) On more than an occasional basis, furnishes advice to clients on matters not involving securities . . . . . . . . . . . %(8) Provides a timing service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %(9) Furnishes advice about securities in any manner not described above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <1%

(Percentages should be based on applicant’s last fiscal year. If applicant has not completed its first fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.)

B. Does the applicant call any of the services it checked above financial planning or some similar term? . . . . . . . . . . . Yes No

C. Applicant offers investment advisory services for: (check all that apply):

(1) A percentage of assets under management (4) Subscription fees(2) Hourly charges (5) Commissions(3) Fixed fees (not including subscription fees) (6) Other

D. For each checked box in A above, describe on Schedule F:

l the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for a fee

l applicant’s basic fee schedule, how fees are charged and whether its fees are negotiable

l when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund or may terminate an investment advisory contract before its expiration date

2. Types of Clients - Applicant generally provides investment advice to: (check those that apply)A. Individuals E. Trusts, estates, or charitable organizations

B. Banks or thrift institutions F. Corporations or business entities other than thoselisted above

C. Investment companiesG. Other (describe on Schedule F)

D. Pension and profit sharing plans


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3. Types of Investments. Applicant offers advice on the following: (check those that apply)A. Equity Securities H. United States government securities

(1) exchange-listed securities(2) securities traded over-the-counter I. Options contracts on:(3) foreign issues (1) securities

(2) commoditiesB. Warrants

J. Futures contracts on:C. Corporate debt securities (1) tangibles

(other than commercial paper) (2) intangibles

D. Commercial paper K. Interests in partnerships investing in:(1) real estate

E. Certificates of deposit (2) oil and gas interests(3) other (explain on Schedule F)

F. Municipal securitiesL. Other (explain on Schedule F)

G. Investment company securities(1) variable life insurance(2) variable annuities(3) mutual fund shares

4. Methods of Analysis, Sources of Information, and Investment Strategies.A. Applicant’s security analysis methods include: (check those that apply)

(1) Charting (4) Cyclical

(2) Fundamental (5) Other (explain on Schedule F)

(3) Technical

B. The main sources of information applicant uses include: (check those that apply)

(1) Financial newspapers and magazines (5) Timing services

(2) Inspections of corporate activities (6) Annual reports, prospectuses, filings with theSecurities and Exchange Commission

(3) Research materials prepared by others (7) Company press releases

(4) Corporate rating services (8) Other (explain on Schedule F)

C. The investment strategies used to implement any investment advice given to clients include: (check those that apply)

(1) Long term purchases (5) Margin transactions(securities held at least a year)

(2) Short term purchases (6) Option writing, including covered options,(securities sold within a year) uncovered options or spreading strategies

(3) Trading (securities sold within 30 days)(7) Other (explain on Schedule F)

(4) Short sales


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5. Education and Business Standards.

Are there any general standards of education or business experience that applicant requires of those involved in determining or giving investment advice to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes No

(If yes, describe these standards on Schedule F.)

6. Education and Business Background.For:l each member of the investment committee or group that determines general investment advice to be given to clients, or l if the applicant has no investment committee or group, each individual who determines general investment advice given

to clients (if more than five, respond only for their supervisors) l each principal executive officer of applicant or each person with similar status or performing similar functions. On Schedule F, give the: l name l formal education after high school l year of birth l business background for the preceding five years

7. Other Business Activities. (check those that apply)

A. Applicant is actively engaged in a business other than giving investment advice.

B. Applicant sells products or services other than investment advice to clients.

C. The principal business of applicant or its principal executive officers involves something other thanproviding investment advice.

(For each checked box describe the other activities, including the time spent on them, on Schedule F.)8. Other Financial Industry Activities or Affiliations. (check those that apply)

A. Applicant is registered (or has an application pending) as a securities broker-dealer.

B. Applicant is registered (or has an application pending) as a futures commission merchant, commoditypool operator or commodity trading adviser.

C. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a:

(1) broker-dealer (7) accounting firm

(2) investment company (8) law firm

(3) other investment adviser (9) insurance company or agency

(4) financial planning firm (10) pension consultant

(5) commodity pool operator, commodity trading (11) real estate broker or dealeradviser or futures commission merchant

(12) entity that creates or packages limited partnerships(6) banking or thrift institution

(For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.)

D. Is applicant or a related person a general partner in any partnership in which clients are solicited toinvest? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes No

(If yes, describe on Schedule F the partnerships and what they invest in.)


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9. Participation or Interest in Client Transactions.Applicant or a related person: (check those that apply)

A. As principal, buys securities for itself from or sells securities it owns to any client.

B. As broker or agent effects securities transactions for compensation for any client.

C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or bought from a brokerage customer.

D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a relatedperson has some financial interest.

E. Buys or sells for itself securities that it also recommends to clients.

(For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and whatrestrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.)

10. Conditions for Managing Accounts. Does the applicant provide investment supervisory services, manage investment advisory accounts or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other conditions for starting or maintaining an account? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes No

(If yes, describe on Schedule F.)

11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory accounts, or holdsitself out as providing financial planning or some similarly termed services:

A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and triggering factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receivefrom applicant on performing reviews, and number of accounts assigned each.

See Item 11.A. on Schedule F.

B. Describe below the nature and frequency of regular reports to clients on their accounts.

Portfolio managers and other personnel dedicated to client service communicate with clients in a number of ways: meetings, telephone calls, letters and portfolio reports. The frequency and mode of personal contact are flexible and determined on a client-by-client basis in consultation with each client. Clients receive monthly or quarterly portfolio appraisals which show distribution of assets, diversification by maturity or industry and the cost and market value and annual income of each security. In addition, they may receive various memoranda relating to economic, market or tax developments, or to a particular industry or security.


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12. Investment or Brokerage Discretion.A. Does applicant or any related person have authority to determine, without obtaining specific client consent, the:

(1) securities to be bought or sold? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Yes No

(2) amount of the securities to be bought or sold ? . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .Yes No

(3) broker or dealer to be used ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No

(4) commission rates paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No

B. Does applicant or a related person suggest brokers to clients? . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . Yes No

For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B,describe on Schedule F the factors considered in selecting brokers and determining the reasonableness of their commis-sions. If the value of products, research and services given to the applicant or a related person is a factor, describe:

l the products, research and services

l whether clients may pay commissions higher than those obtainable from other brokers in return for those productsand services

l whether research is used to service all of applicant’s accounts or just those accounts paying for it; and

l any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker inreturn for products and research services received.

13. Additional Compensation.Does the applicant or a related person have any arrangements, oral or in writing, where it:

A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a non-client in connection with giving advice to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes No

B. directly or indirectly compensates any person for client referrals? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No

(For each yes, describe the arrangements on Schedule F.)

14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant:

l has custody of client funds or securities; or

l requires prepayment of more than $500 in fees per client and 6 or more months in advance

Has applicant provided a Schedule G balance sheet? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No

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7Schedule F of Applicant: SEC File Number: Date:Form ADVContinuation Sheet for Form ADV Part II Loomis, Sayles & Company, L.P. 801-170 6/4/2008

(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV: IRS Empl. Ident. No.:

Loomis, Sayles & Company, L.P. 04-3200030Item of Form

(identify) Answer

Item 1D Background

Loomis, Sayles & Company, L.P. (“Loomis Sayles”) provides investment advisory or subadvisory services to institutional and non-institutional clients through its separate account management services. In addition, Loomis Sayles provides investment advisory or subadvisory services to a variety of investment pools (which may include, but are not limited to, U.S. and offshore mutual funds, hedge funds, senior loan funds, collateralized fixed income pools, collective investment trusts, New Hampshire investment trusts and other public or private investment companies) that are sponsored or established by Loomis Sayles or its affiliates or in which Loomis Sayles, its affiliates or their personnel may have an ownership or management interest. Loomis Sayles also provides investment subadvisory services in connection with certain “wrap programs”, as described below. Finally, Loomis Sayles provides non-discretionary investment advisory and sub-advisory services pursuant to which it provides such clients with its model portfolios and updates thereto, and the client will execute trades based on the model if it deems it appropriate to do so.

Advisory Services and Fees

For Separate Account Clients

Services

For separate account clients, Loomis Sayles provides investment advisory services for the assets placed under its supervision. Investment advice is furnished on either a discretionary basis, where the client authorizes Loomis Sayles to make all investment decisions for the account, or a non-discretionary basis, where Loomis Sayles makes recommendations to the client but all investment decisions are made by the client.

Advisory Agreements

All advisory services are provided under the terms of an advisory agreement between Loomis Sayles and the separate account client. The advisory agreement generally permits either the client or Loomis Sayles to terminate the agreement at any time upon written notice to the other party. In certain cases, specified advance notice of termination may be required pursuant to the advisory agreement.

Fees

Loomis Sayles’ advisory fees are set forth in the client’s advisory agreement, as such document may be amended from time to time. In general, Loomis Sayles’ advisory fees are based on its standard fee schedule as in effect at the time the advisory agreement is entered into. Advisory fees are negotiated with many clients, however, and may therefore vary from the standard fee schedule. For comparable services, other investment advisers may charge higher or lower fees than those charged by Loomis Sayles.

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(identify) AnswerItem 1D

(continued)Loomis Sayles’ current standard fee schedule is attached as Exhibit A. Advisory fees under this schedule are calculated as a percentage of assets under management and may be subject to a specified minimum annual fee and/or a specified minimum account size may be required. The standard fee schedule may be modified from time to time.

Advisory fees are generally paid quarterly in advance or quarterly in arrears. Prepaid advisory fees covering any period after a client’s advisory agreement is terminated are refunded to the client.

Performance Fees

Loomis Sayles may agree to charge a performance fee (e.g., a fee based on a share of the income, capital gains or capital appreciation in the client’s account or a portion of the client’s account) where such fee arrangements are permitted under applicable laws and regulations. Any such performance fee will conform to all applicable laws, including Rule 205-3 under the Investment Advisers Act of 1940 where applicable.

Custodial Services

Generally, clients select their own custodians for account assets and pay all fees charged by the custodian. Certain clients, however, have elected to utilize a custodian bank that does not charge the client for custodial services. In these instances, the fees of the custodian are paid by Loomis Sayles, and Loomis Sayles charges the client a higher advisory fee than it might otherwise charge. This arrangement is not available to new clients.

For Certain Affiliated Investment Pools

In addition to the separate account services described above, Loomis Sayles provides advisory or subadvisory services to certain mutual funds sponsored by Loomis Sayles or its affiliates. Information concerning these funds, including a description of the services provided and advisory fees, is generally contained in each fund’s prospectus.

As mentioned above, Loomis Sayles also provides advisory or subadvisory services to certain other investment pools that are established by Loomis Sayles or its affiliates or in which Loomis Sayles, its affiliates or their personnel may have an ownership or management interest. Such investment pools may include, but are not limited to, hedge funds, collateralized fixed income pools, collective investment trusts, New Hampshire investment trusts and other types of pooled vehicles. Additional information concerning these pools is generally included in the relevant investment pool’s offering documents.

Loomis Sayles also provides advisory or subadvisory services to otherwise unaffiliated mutual funds and investment pools.

Natixis Advisors’ Client Accounts; Wrap Programs Generally

Loomis Sayles acts as subadviser to its affiliate, and is compensated by, Natixis Asset

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(continued)Management Advisors, L.P. (“Natixis Advisors”), in connection with certain investment services made available to certain of Natixis Advisors’ clients. Natixis Advisors provides the investment expertise of its affiliated asset managers, including Loomis Sayles, and certain unaffiliated business partners who act as subadvisers (collectively, “Subadvisers”) with respect to certain investment styles (“Investment Products”) normally offered and available only to these Subadvisers’ institutional and high net worth clients.

As a Subadviser, Loomis Sayles has entered into an investment subadvisory agreement with Natixis Advisors pursuant to which Loomis Sayles provides Natixis Advisors with certain expertise and assistance in connection with Natixis Advisors’ management of certain client accounts. Such clients of Natixis Advisors are typically part of a wrap program sponsored by a third party with whom Natixis Advisors has entered into a wrap program investment management agreement, but some clients of Natixis Advisors may not be affiliated with any wrap program. Details of any such wrap program are set forth in the program documents relating to the particular wrap program.

When determining whether to participate in a wrap program, a Natixis Advisors client should consider whether participation in the wrap program will cost the client more or less than purchasing the wrap program services separately (depending on such factors as theamount of the wrap fee, the type and size of the account, the type of assets to be purchased for the account, the historical and/or expected size and number of trades for the account, the value the client attributes to monitoring, custodial and other services that may be provided pursuant to the wrap program, and the value the client places on having access to the particular investment advisers participating in the wrap program). A client should also understand that Loomis Sayles will not negotiate brokerage commissions with the program broker with respect to transactions effected for the wrap program client's account since those brokerage commissions are normally included in the wrap fee. The program broker may charge higher commissions, or may provide less advantageous execution of transactions, than if Loomis Sayles selected the broker or dealer to execute the transactions or negotiated the commissions.

Loomis Sayles does not act as sponsor of any wrap program.

Under its investment subadvisory agreement with Natixis Advisors, Loomis Sayles provides to Natixis Advisors model investment portfolios (“Model Portfolios”) containing Loomis Sayles' then current judgment as to the composition of a portfolio of securities that would appropriately be purchased for the account of a hypothetical U.S. person having an account exceeding a specified asset size, and to be managed in accordance with the relevant Investment Product. The recommendations implicit in the Model Portfolios generally reflect (but are not necessarily the same as) the investment recommendations and decisions contemporaneously being made by Loomis Sayles for its institutional and high net worth clients within the same Investment Product. There may be differences between the Model Portfolios provided by Loomis Sayles to Natixis Advisors and recommendations or decisions made by Loomis Sayles for its client accounts resulting from, among other things, differences in cash availability, investment restrictions, account sizes, the use of American Depositary Receipts (“ADRs”) rather than foreign securities in certain

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(continued)

Item 2G

Item 3L

circumstances and other factors. Likewise, the performance of Loomis Sayles' client accounts and that of Natixis Advisors’ clients using the same Loomis Sayles Investment Product will differ for these and other reasons.

Although Loomis Sayles will provide Model Portfolios to Natixis Advisors, Natixis Advisors has the ultimate decision making and discretionary responsibility for determining which securities are to be purchased and sold for its clients’ accounts. In most cases, however, it is expected that Natixis Advisors will approve the recommendations implicit in the Model Portfolio provided by Loomis Sayles, subject only to differences resulting from individual investment guidelines or cash, tax or other needs of its clients. To assist Natixis Advisors in implementing the recommendations implicit in the Model Portfolio, Loomis Sayles in certain instances may place orders to buy or sell securities on Natixis Advisors’ behalf and at Natixis Advisors’ instruction. However, there will also be times where Natixis Advisors will execute client transactions which may compete with similar transactions that are directed by Loomis Sayles for its non-wrap fee client accounts at the same time, thereby possibly affecting the price, amount or other terms of the trade execution. Any effect of substantially contemporaneous market activities is likely to be most pronounced when the supply or liquidity of the security is limited. Clients of Natixis Advisors should refer to their particular documentation for additional information regarding transactions for their account.

Loomis Sayles may enter into similar arrangements with other affiliated or unaffiliated parties from time to time.

Types of Clients

In addition to the types of clients listed under Part II, Item 2 A-F, Loomis Sayles may from time to time have other types of clients such as foreign governments and various types of pooled investment vehicles that are not registered as investment companies under the Investment Company Act of 1940.

Types of Investments

In addition to the types of investments listed under Part II, Item 3A-K, Loomis Sayles may also recommend to its clients, or may invest for client accounts in, other types of investments including, but not limited to (a) private placements (including Rule 144A securities), (b) “when-issued” securities, (c) currency exchange transactions, including currency exchange forward contracts, for hedging purposes, (d) structured securities, including structured mortgage products and asset-backed securities, currency-linked notes and other linked securities, (e) repurchase agreements, (f) certain derivatives, including futures contracts for securities, indexes and currencies and credit default swaps (g) senior loans, (h) American Depositary Receipts (ADRs), (i) Global Depositary Receipts (GDRs) (j) fixed income securities issued by non-corporate entities, (k) securities issued by US government agencies and US government sponsored entities, (l) securities issued by foreign governments (sovereign and local), their agencies and instrumentalities and foreign government sponsored entities, (m) securities issued by supranational entities and (n)

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(identify) AnswerItem 3L

(continued)government sponsored entities, (m) securities issued by supranational entities and (n) registered and unregistered commingled investment products, including those managed or sponsored by Loomis Sayles or its affiliates. In addition, client account assets may from time to time be invested in money market funds or similar “cash equivalent” investments.

Each client account is governed by the written investment guidelines the client provides to Loomis Sayles. The fixed income guideline conventions listed below are applied only in the absence of written direction from the client. Questions regarding these conventions should be directed to the client’s Client Portfolio Manager at Loomis Sayles.

Fixed Income Guideline Conventions(Dated October 2004, as amended August 2006)

1. US Government Agency Securities – Loomis Sayles has adopted the convention used by Lehman Brothers, which includes debt of all federal agencies and government sponsored enterprises, most notably FNMA, FHLB and FHLMC.

2. Agency Mortgage Pools – Each agency mortgage pool is classified as a separate issuer for the purposes of calculating issuer restrictions. The shares outstanding of the entire agency mortgage pool, and not the shares outstanding of each individual tranche, will be used to calculate the percent held of an outstanding issue.

3. Asset Backed Securities – Asset backed securities are eligible investments unless specifically prohibited. Certificates issued by Equipment Trusts, which hold only equipment leased by one obligor, are not considered to be asset-backed securities.

4. Supranational Securities – Supranational securities are securities issued by an entity designated or supported by national governments to promote economic reconstruction, development or trade among nations. Examples of supranational entities include International Bank of Reconstruction and Development (“IBRD”) and the European Investment Bank (“EIB”). For purposes of complying with country guideline restrictions, the supranational entity’s headquarters will be used. Therefore, IBRD is classified as a US issuer and EIB is classified as a non-US issuer.

5. Yankee Securities – Yankee securities are US dollar denominated securities issued in the US by foreign domiciled issuers and traded in US markets. Yankee securities, including emerging markets Yankee securities, are eligible investments unless specifically prohibited, so long as they otherwise meet the quality parameters of the guidelines.

6. Foreign Securities – Foreign fixed income securities are all securities that are notdenominated in US dollars, including fixed income securities of US issuers denominated in non-US dollars. Securities of foreign issuers that are denominated in US dollars (e.g., Yankee and Eurodollar securities) are not treated as foreign securities.

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(continued)7. Emerging Market Securities – Emerging Market debt instruments are those that

are issued by sovereign or corporate entities domiciled in a country which carries a sovereign quality rating below investment grade by either S&P or Moody's or is unrated by both S&P and Moody's or which are denominated in the currencies of such countries.

8. Duration – Unless otherwise specified, effective duration is used to calculate the average portfolio duration.

9. Maturity – For accounts that limit the maturity of individual bonds, Loomis Sayles may from time to time invest in bonds that exceed the maturity requirement by a few days or weeks.

10. Industry/Sector Classification – Loomis Sayles utilizes the Lehman Brothers industry classifications to determine industry and sector allocations.

11. Rating Gradation – For purposes of complying with minimum credit quality requirements, the lowest gradation on a rating is permissible (e.g., where guidelines require that an investment be rated at least B, securities rated B- and above are permissible).

12. Rating Agencies – Unless otherwise specified, S&P and Moody’s ratings will be used to determine the credit quality of a security.

13. Split Rated Securities – If a security does not have equivalent ratings from S&P and Moody’s the higher rating is applied for the purposes of calculating credit quality restrictions.

14. Government, Agency, Government Sponsored Entity, and Provincial Security Ratings – If a Government, Agency, Government Sponsored Entity or Provincial security is not rated by S&P and Moody’s, the security’s sovereign quality rating will be used to determine the credit quality of the security.

15. Commingled Funds – Investments in commingled funds will follow the guidelines specified in the commingled fund’s offering memorandum or prospectus and statement of additional information, and will not be subject to the client guidelines with the exception of the credit quality, duration, country and currency restrictions, if any. In applying these restrictions, the credit quality, duration, country and currency of the commingled fund will be used and not the credit qualities, durations, countries and currencies of the underlying instruments in the commingled fund.

16. Forward Foreign Currency Transactions – If an account permits the use of non-dollar securities, unless otherwise specified, the account may enter into forward foreign currency transactions (“Currency Forwards”) for hedging purposes to hedge against non-dollar exposure.

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(continued)17. Rule 144A Securities – Rule 144A Securities are deemed eligible investments for

all accounts that qualify as a Qualified Institutional Buyer (“QIB”) unless specifically prohibited. Rule 144A Securities are not deemed “Restricted Securities” since they can be traded pursuant to a registration exemption.

18. Leverage – Loomis Sayles will only invest in financial futures contracts (“Futures”) if they are specifically permitted in the client’s investment guidelines. In addition, it is recognized that there are numerous definitions of leverage (e.g., custodian, accounting, physical, etc.), and as many different methods for calculating leverage. Notwithstanding the fact that the application of these definitions may result in the use of Futures being deemed to create leverage, since Loomis Sayles’ purpose of using Futures contracts is to manage an account’s duration and yield curve exposure, and not for borrowing purposes, Loomis Sayles will not limit the extent to which it uses Futures for risk management purposes. Furthermore, an account’s guideline that prohibits leverage will not preclude Loomis Sayles from using Futures in the account for risk management purposes.

19. TBA Mortgage Securities – Loomis Sayles will invest in TBA mortgage securities (“TBAs”) unless the client’s investment guidelines prohibit such instruments. A TBA represents a contract for the purchase or sale of mortgage-backed securities to be delivered at a future agreed upon date, where the specific pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade.

20. Forward Obligations – When a forward obligation is entered into for investment purposes (e.g. TBAs) and not for hedging or risk management purposes (e.g. Currency Forwards, Futures, etc.), in order to avoid leveraging the account, Loomis Sayles will earmark “cash equivalent assets” that have a market value that is equivalent to or greater than the market value of the forward obligation. Cash equivalent assets include the following instruments: (a) Custodian STIF;(b) US Treasury bills, notes, bonds with a maturity of less than one year;(c) Time Deposits, Certificates of Deposits, Bankers’ Acceptances;(d) Repurchase Agreements collateralized by US Treasury securities;(e) Commercial Paper with a credit quality of A1/P1 or better;(f) Corporate obligations with a maturity of less than one year with a credit

quality of A or better;(g) Asset Backed Securities, Commercial Mortgage Backed Securities and

Mortgage Backed Securities with an effective duration of not longer than 1 year and an expected average life of not longer than 5 years and a credit quality of A or better;

(h) US Government Agency and US Government sponsored entities with a maturity of less than one year and a credit quality of A or better; and

(i) Sovereign securities with a maturity of less than one year and a credit quality of A or better.

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(identify) AnswerItem 4C

Item 5

Item 6

Methods of Analysis, Sources of Information and Investment Strategies

Certain mutual funds or other investment pools sponsored and/or advised by Loomis Sayles may participate in securities lending programs at Loomis Sayles’ recommendation.

Education and Business Standards

Loomis Sayles generally requires its portfolio management and investment research professionals to have a four year college degree, at minimum. If an individual has not also received a Masters in Business Administration, Loomis Sayles generally requires the individual’s college curriculum to have included courses in accounting, finance and economics. In addition, many portfolio management and investment research professionals obtain either the Chartered Financial Analyst or the Chartered Investment Counselor designation.

Education and Business Background

The following summarizes the education and business background of Loomis Sayles’ (a) principal executive officer and (b) chief investment officers and other investment principals.

PRINCIPAL EXECUTIVE OFFICER

Name, Title Business BackgroundDate of Birth, Education (last 5 years)

Robert James Blanding Loomis Sayles Chairman, CEO & President Chairman, CEO 3/95-presentDate of Birth: 4/14/1947 President 8/92-presentMichigan State Univ. - B.A. Business/Economics Director 9/90-present Univ. of Michigan - M.B.A. Business/Finance Loomis Sayles Funds I

CEO 7/03-presentTrustee 10/02-present

President 8/02-presentEVP 5/96-8/02

Loomis Sayles Funds II CEO 7/03-present

Trustee 10/02-presentPresident 8/02-6/03 EVP 7/96-8/02 Loomis Sayles Distributors, IncorporatedDirector 9/96-present

Natixis Investment Services Japan, Ltd. Director 7/01-present Natixis Global Associates Japan

Company, Ltd. Director 11/00-present

Nvest Corporation Director 12/95-10/00

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(identify) AnswerItem 6

(continued)CHIEF INVESTMENT OFFICERS AND

OTHER INVESTMENT PRINCIPALS

Fixed Income

Jae Parkw Loomis SaylesEVP & Chief Investment Officer – Fixed Income EVP 11/02-present Date of Birth: 3/25/1955 Director 10/02-present Columbia University – M.B.A. Finance Chief Investment Officer – Fixed IncomeCornell University – B.S. Engineering 9/02-present

IBM CorporationDirector, Fixed Income Investments for the

IBM Retirement Fund 12/98-8/02

wFixed Income trading, research and portfolio management report to Mr. Park.

Daniel Joseph Fuss Loomis SaylesEVP, Vice Chairman of the Board, Vice Chairman of the Board 8/99-presentPortfolio Manager EVP 10/89-present

Date of Birth: 9/27/1933 Director 9/88-present Marquette University - B.A., M.B.A. Finance Chairman of the Loomis Sayles Global

Investment Committee 8/76-presentChief Investment Officer - Fixed Income

1/02-9/02Chief Investment Officer of

Fixed Income Mgmt. Group 9/93-12/01 Managing Partner of FIM Group 3/76-6/01

Portfolio Manager 3/76-present Loomis Sayles Funds I

Executive Vice President 11/02-present Trustee 11/95-10/02

President 11/95-8/02 Loomis Sayles Funds II Executive Vice President 11/02-present

Trustee 11/95-10/02President 11/95-8/02

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(continued)

Item 7B

Equity

Lauriann Crandall Kloppenburgw Loomis SaylesEVP & Chief Investment Officer-Equity EVP 11/02-presentDate of Birth: 6/19/1960 Director 8/00-presentWellesley College – B.A. Portfolio Manager 10/95-12/05Economics/Political Science Director of Large Cap Equity Group

7/01-11/04 Chief Investment Officer of Large Cap Core Equity Mgmt. Team 7/01-11/04

Director of Equity Research 10/97-11/04Vice President 1/87-11/02Loomis Sayles FundsVice President 2/01-6/03Loomis Sayles Trust Company, LLCManager 1/07-present

wEquity trading, research and portfolio management report to Ms. Kloppenburg.

Other Business Activities

Loomis Sayles acts as investment adviser or subadviser for various affiliated investment companies that are registered or authorized under certain US or foreign laws, including the following investment companies (further mentioned in Item 8C below):

Loomis Sayles Funds ILoomis Sayles Funds IINatixis Funds Trust INatixis Funds Trust IINatixis Funds Trust IIINatixis International Fund (Lux) INatixis International Funds (Dublin) I plc

Natixis Distributors, L.P., an affiliated entity, acts as principal underwriter and distributor for the Loomis Sayles Funds and Natixis Funds, and another affiliated entity acts as principal underwriter and distributor of Natixis International Funds.

Loomis Sayles also provides investment advice to certain privately offered investment pools that are established by Loomis Sayles and/or in which Loomis Sayles or its personnel, or its affiliates or their personnel may have an ownership or management interest. See Item 8D for a description of these entities.

Interests in the above investment companies or investment pools may be offered to parties with whom Loomis Sayles and/or its affiliates has an existing client relationship as well as other parties, including its employees or its affiliates and their employees. Please see Item 8C and Item 8D below for a further description of certain of the foregoing relationships.

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(identify) AnswerItem 7B

(continued)

Item 8

Item 8B

Other Financial Industry Activities or Affiliations

Loomis Sayles is registered as a commodity trading adviser and intends to use futures contracts in connection with the securities investment advice that it provides to certain of its clients. In addition, from time to time Loomis Sayles intends to create or advise various registered and unregistered commingled investment vehicles (“funds”). It may provide futures trading advice to such funds.

Loomis Sayles is owned by Natixis Global Asset Management, L.P., which is part of Natixis Global Asset Management, an international asset management group. See “Loomis Sayles’ Parent and Affiliated Companies” below for more information about the ownership of Loomis Sayles.

Through this ownership structure and through other entities owned by Loomis Sayles’ direct and indirect owners (collectively referred to as the “Natixis entities”), Loomis Sayles has various financial industry affiliations. Certain of those affiliations are described below. In addition, Loomis Sayles has formed a broker-dealer subsidiary and certain other entities as described below. The operating relationship between Loomis Sayles and various affiliated Natixis entities continues to evolve over time.

Broker Dealers

Each of Natixis Global Asset Management, L.P. and Natixis Global Asset Management (which own Loomis Sayles directly or indirectly) is also the direct or indirect owner of, or is otherwise affiliated with, various broker-dealer entities established in the United States or elsewhere. Loomis Sayles generally does not conduct any brokerage business for client accounts with broker-dealers owned by Natixis Global Asset Management, L.P. or Natixis Global Asset Management. However, should Loomis Sayles decide to use affiliated broker-dealers to execute client transactions, it will do so in accordance with the applicable rules and regulations that govern such activity.

Loomis Sayles is the sole limited partner of Loomis Sayles Distributors, a registered broker-dealer. Loomis Sayles Distributors acts as a broker-dealer with respect to certain investment companies for which Loomis Sayles acts as adviser. In certain cases, Loomis Sayles Distributors receives fees under Rule 12b-1 under the Investment Company Act of 1940 or other fees. (In certain instances where Loomis Sayles Distributors receives such 12b-1 fees or other fees, certain of those fees may be reallowed to parties unaffiliated with Loomis Sayles who have participated in the sale or servicing of such shares, pursuant to sales or servicing agreements. However, such fees may also be paid to affiliated parties as mentioned in Item 13 below.)

Certain broker-dealers owned by, or otherwise affiliated with, Natixis Global Asset Management , L.P. or Natixis Global Asset Management (“Affiliated Broker-Dealers”) may also act as placement agent or otherwise participate (for example, as a dealer or selling group member) in offerings of interests in pooled investment vehicles for which Loomis Sayles acts as adviser or subadviser and may receive compensation for acting in such

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(identify) AnswerItem 8B

(continued)

Item 8C

Sayles acts as adviser or subadviser and may receive compensation for acting in such capacity. Such compensation may be paid to such Affiliated Broker-Dealers by one or more of (1) the pooled investment vehicles themselves, (2) the underwriters or placement agents for such pooled investment vehicles, (3) the advisers, subadvisers or other sponsors of such pooled investment vehicles (which may include Loomis Sayles or its affiliates) or (4) the purchasers of interests in such pooled investment vehicles. Details of such compensation arrangements will generally be disclosed in the offering documents relating to the particular pooled investment vehicle.

Investment Companies

Loomis Sayles acts as investment adviser to two open-end management investment companies (with numerous series) registered under the Securities Act of 1933 and the Investment Company Act of 1940 and organized as Massachusetts business trusts named “Loomis Sayles Fund I” and “Loomis Sayles Funds II”. As mentioned elsewhere in this Schedule F, from time to time Loomis Sayles may also establish or maintain an ownership or management interest in certain unregistered investment pools for which Loomis Sayles provides investment advice.

In addition, Loomis Sayles acts as investment adviser or subadviser to a number of investment companies or other vehicles sponsored by Natixis Distributors or other Natixis Global Asset Management entities or their affiliates. Such investment companies or other vehicles may be domestic or foreign and include certain of the Natixis Funds and certain sub-funds of the Natixis International Fund (Lux) I and the Natixis International Funds (Dublin) I plc. Loomis Sayles also subadvises investment companies unaffiliated with Natixis.

In certain circumstances, Loomis Sayles may recommend or purchase shares of one or more investment companies for all or a portion of a separate account client’s portfolio. In certain cases, such investment companies may be advised or subadvised by Loomis Sayles (or an affiliate of Loomis Sayles) and/or an affiliate of Loomis Sayles may provide other services to the investment company such as distribution, administrative or transfer agent services. See “Investment Company Shares Purchased for Certain Separate Account Portfolios” under Item 9B&D below for additional information regarding fees that may be received by Loomis Sayles and its affiliates in such circumstances.

Other Investment Advisers

Loomis Sayles’ Parent and Affiliated Companies

Loomis Sayles is an indirect subsidiary of Natixis Global Asset Management , L.P. which owns, in addition to Loomis Sayles, a number of other asset management and distribution and service entities. Natixis Global Asset Management, L.P. is part of Natixis Global Asset Management, an international asset management group based in Paris, France, that is ultimately owned principally, directly or indirectly, by three large French financial services entities: Natixis, an investment banking and financial services firm; the Caisse Nationale des Caisses d’Epargne (“CNCE”), a financial institution owned by French regional savings

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(continued)des Caisses d’Epargne (“CNCE”), a financial institution owned by French regional savings banks known as the Caisses d’Epargne; and the Banque Federale des Banques Populaires (“BFBP”), a financial institution owned by regional cooperative banks known as the Banques Populaires. Natixis, CNCE and BFBP (the “Affiliated Owners”) each owns, directly or indirectly, other investment advisers established in various jurisdictions. Natixis Global Asset Management, L.P., which owns Loomis Sayles and is indirectly owned by the Affiliated Owners, is the direct and indirect owner of various investment advisers.

Loomis Sayles has entered (or may enter) into a variety of relationships with the Natixis Global Asset Management firms, including:

• Advisory or subadvisory arrangements which may be on a discretionary or non-discretionary basis (including arrangements where Loomis Sayles acts as subadviser to Natixis Asset Management Japan Co., Ltd, Natixis Advisors, or other affiliates who may themselves be investment advisers for the account of an affiliated entity, an unaffiliated client or in connection with wrap programs and other similar programs sponsored by various financial intermediaries).

• Cross-marketing arrangements for the sale of separate accounts and pooled products including privately placed pooled products (including arrangements where Natixis Global Asset Management affiliates refer business to, or otherwise solicit or assist in securing business for, Loomis Sayles).

• Research sharing relationships.

• Personnel sharing relationships, including circumstances where:

♦ Certain personnel of Loomis Sayles serve as directors of entities owned byNatixis Global Asset Management (and certain personnel of Natixis Global Asset Management firms serve as directors of Loomis Sayles or entities sponsored by Loomis Sayles).

♦ Certain employees of Loomis Sayles are seconded or otherwise “loaned” to or shared with Natixis Global Asset Management or to entities owned by Natixis Global Asset Management (or vice versa).

In addition, Loomis Sayles relies on Natixis Global Asset Management affiliated entities in various respects (and various decisions may be made by these entities) with respect to certain aspects of Loomis Sayles’ relationship with various foreign clients and the distribution of Loomis Sayles’ services and products in various foreign jurisdictions. Loomis Sayles relies on Natixis Global Asset Management, L.P. and Natixis Global Asset Management for legal and compliance advice on foreign laws relating to (i) marketing and distributing Loomis Sayles’ services and products outside the U.S. and (ii) Loomis Sayles advising non-U.S. clients.

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(continued)Certain of the above relationships are described in further detail immediately below. The operating relationship between Loomis Sayles and Natixis Global Asset Management continues to evolve over time.

Loomis Sayles may provide or make available its internally-produced investment research to its indirect parent organization and affiliates that manage accounts for both affiliated entities and unaffiliated clients. Natixis Global Asset Management affiliates may also provide their fixed-income research to Loomis Sayles. In addition, Loomis Sayles’ investment personnel are from time to time placed on temporary assignment with Natixis Global Asset Management and Natixis Global Asset Management may from time to time place its personnel on assignment with Loomis Sayles.

Since the trading activities of Natixis Global Asset Management firms are not coordinated, each firm may trade the same security at about the same time, on the same or opposite side of the market, thereby possibly affecting the price, amount or other terms of the trade execution. Any effect of substantially contemporaneous market activities is likely to be most pronounced where the supply or other liquidity of the security traded is limited.

Loomis Sayles transferred ownership of its Investment Counseling Group (“ICG”) to IXIS Asset Management Advisors, L.P., now known as Natixis Asset Management Advisors, L.P. (“Natixis Advisors”) on April 1, 2006. Members of the ICG division of Loomis Sayles became employees of a comparable unit of Natixis Advisors (“Natixis ICG”) on that date. Most of these individuals continue to be physically located in the offices of Loomis Sayles.

In connection with this transfer, Loomis Sayles and Natixis Advisors entered into an agreement that provides for (i) Loomis Sayles sharing certain information, personnel, office space and technology with Natixis Advisors; (ii) Natixis Advisors providing certain services to Loomis Sayles clients; and (iii) Loomis Sayles providing certain compliance and operations services to Natixis ICG. Pursuant to this agreement, certain employees of Natixis ICG will continue to serve as employees of Loomis Sayles, and in that capacity continue to provide investment management services to certain client accounts of Loomis Sayles. In addition, Loomis Sayles has agreed to provide Natixis Advisors with access to Loomis Sayles’ fixed-income and equity research, and associated analytics, to assist Natixis ICG in managing its own client accounts. Natixis Advisors will also provide services to certain Loomis Sayles clients, necessitating their access to the portfolio holdings, trading activity and associated analytics for these clients. Certain employees of Natixis ICG will continue to participate in discussions of markets, sectors and investment ideas.

As a result of the co-location described above, certain employees of Loomis Sayles may have access to Natixis ICG trading information.

While these relationships may benefit the overall investment capability of each firm, they may also present, in a particular instance or in general, conflicts with the actions Loomis Sayles performs on behalf of its clients. While the trading activities of the two firms are

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(continued)not coordinated, each firm may trade the same security at or about the same time, on the same or the opposite side of the market, thereby possibly affecting the price, amount or other terms of the trade execution realized by clients of either firm. Any effect of substantially contemporaneous market activities is likely to be most pronounced where the supply or liquidity of the security traded is limited.

Subadvisory and Delegation Arrangements, Generally

In connection with certain client relationships (primarily involving foreign clients), Loomis Sayles may enter into subadvisory or delegation arrangements with affiliated or unaffiliated “primary advisers” that are licensed under the regulatory laws of relevant foreign jurisdictions. Such affiliated “primary advisers” may include Natixis Global Asset Management affiliates.

Trust Company

Loomis Sayles is the direct owner of a nondepository trust company licensed by the State of New Hampshire. Loomis Sayles Trust Company, LLC (“LSTC”) serves as Trustee of several collective investment trusts (“Collective Investment Trusts”) and New Hampshire Investment Trusts (“NHITs”).

The Collective Investment Trusts are offered to persons eligible (pursuant to Internal Revenue Service Ruling 81-100) including to Loomis Sayles’ eligible U.S. pension clients. Such clients may invest directly in the Collective Investment Trusts or indirectly through separately managed accounts.

The NHITs are offered to persons who are (i) “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended; (ii) “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended; or “knowledgeable employees” as defined in Rule 3c-5 under the Investment Company Act of 1940, as amended, of LSTC or its affiliates; and (iii) “qualified eligible persons” as defined in U.S. Commodity Futures Trading Commission Rule 4.7(a).

In its capacity as Trustee, LSTC may receive fees for its investment advice to the Collective Investment Trusts and NHITs as described under “Certain Investment Pools” in Item 9B&D below.

The Board of Managers and officers of LSTC, as well as the portfolio managers dedicated to the strategies represented by the respective Collective Investment Trusts or NHITs and traders who execute trades for the Collective Investment Trusts or NHITs at the direction of the portfolio managers, are dual employees of Loomis Sayles and LSTC.

All employees of LSTC are also employees of Loomis Sayles and in that capacity provide investment management, trading, compliance, legal, accounting, marketing and administrative services to client accounts of Loomis Sayles as well as of LSTC. As a result employees of LSTC have access to Loomis Sayles' fixed-income and equity research, and

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(continued)

Item 8D

associated analytics and dual employees of Loomis Sayles and LSTC have access to each other's trading and compliance information.

While these relationships may benefit the overall investment capability of each firm, they may also present, in a particular instance or in general, conflicts with the actions Loomis Sayles performs on behalf of its clients. While the trading activities of the two firms are not coordinated, each firm may trade the same security at or about the same time, on the same or the opposite side of the market, thereby possibly affecting the price, amount or other terms of the trade execution realized by clients of either firm. Any effect of substantially contemporaneous market activities is likely to be most pronounced where the supply or liquidity of the security traded is limited.

Insurance Companies

As mentioned above, Loomis Sayles is directly or indirectly owned by, or otherwise affiliated with, various Natixis entities. These affiliated Natixis entities include, among others, foreign insurance companies. From time to time, Loomis Sayles may manage accounts for these affiliated Natixis entities (or for investment vehicles formed, sponsored or promoted by these affiliated Natixis entities). In certain cases, Loomis Sayles may act as subadviser to Natixis Global Asset Management affiliates when managing such accounts as described above.

Certain Partnerships and Certain Other Vehicles in Which Clients May Be Solicited to Invest

From time to time, Loomis Sayles or a related person acts as general partner or performs a similar function for partnerships or other vehicles, including hedge funds (“funds”) in which Loomis Sayles’ clients may be solicited to invest. These include (1) long/short equity funds; (2) bank loans funds, and (3) fixed income strategy funds. Certain of these funds utilize leverage as part of their investment strategies, and may invest in other funds advised by Loomis Sayles. The fixed income strategy funds utilize extensively derivatives as part of their investment strategies.

Loomis Sayles acts as investment adviser to each of these funds and generally receives a management fee directly from the funds. Investors may access certain of these funds through an investment advisory agreement with Loomis Sayles, in which case Loomis Sayles receives management fees through the investment advisory agreement instead of directly from the fund. Loomis Sayles may also receive an incentive fee based on a percentage of the appreciation of a fund’s net assets, either directly in the form of a fee or indirectly through its interests in another entity that receives an allocation equal to a percentage of any appreciation.

These funds are offered as private placements. As private placements, interests in these funds are currently available for purchase only on a private placement basis generally by investors that (i) are not “U.S. persons” under federal securities laws and who meet certain financial and eligibility criteria or (ii) are “U.S. persons” but are U.S. tax-exempt investors

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(continued)

Item 9

Item 9A

Item 9B&D

or are entities substantially owned by U.S. tax-exempt investors and who qualify as “accredited investors” and “qualified purchasers” under federal securities laws. Loomis Sayles, its affiliates or certain of their personnel may from time to time have a significant ownership interest in, and may initially have a significant ownership interest in, one or more of these funds. In addition, certain Loomis Sayles personnel (including, but not limited to, certain members of the portfolio management teams) may invest a significant portion of their liquid net worth in these vehicles.

Please see “Particular Conflicts of Interest Associated with Hedge Funds” under Item 9D&E below for additional information regarding certain potential conflicts of interest associated with these funds and certain procedures designed to address (although they may not completely eliminate) those conflicts.

Affiliates of Loomis Sayles may engage in placement activities for one or more of these funds with respect to the non-US clients of those affiliates.

Participation or Interest in Client Transactions

Principal Transactions

Loomis Sayles itself does not, acting as principal, knowingly or intentionally buy securities for itself from or sell securities it owns to any client. In certain limited circumstances, however, certain pooled investment vehicles for which Loomis Sayles acts as adviser or subadviser and that Loomis Sayles or a related person might be deemed to control, may buy securities from or sell securities to accounts of other Loomis Sayles clients, if permitted by applicable law and other applicable requirements. See Item 9D&E below. In addition, Loomis Sayles may find itself holding certain securities for a period of time in connection with the correction of certain trade errors as described in “Correction of Trade Errors and Investment Guideline Breaches” under Item 9D&E below.

Certain Investment Pools

As mentioned elsewhere in this Schedule F, Loomis Sayles or its affiliates may recommend to clients, or Loomis Sayles may invest for client accounts, in various investment pools that are sponsored, advised or subadvised by Loomis Sayles or its affiliates and in which Loomis Sayles, its affiliates or their personnel may have an ownership or management interest. Such investment pools may include, but are not limited to, mutual funds, hedge funds, senior loan funds, collateralized fixed income pools, collective investment trusts, New Hampshire investment trusts and other public or private investment companies. For certain of these investment pools, Loomis Sayles Distributors and/or other Affiliated Broker-Dealers may act as principal underwriter, distributor, dealer or placement agent or perform a similar function and/or a Loomis Sayles affiliate may provide other services such as administrative or transfer agent services.

In connection with these relationships, Loomis Sayles or a subsidiary receives advisory or trustee fees in its capacity as investment adviser, trustee or subadviser (and in cases where

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(identify) AnswerItem 9B&D (continued)

Loomis Sayles acts as subadviser to a Natixis entity, that Natixis entity also receives advisory fees in its capacity as investment adviser) from such investment pools. Collective investment trusts for which a Loomis Sayles subsidiary serves as trustee offer multiple classes of shares with different trustee fees, as well as classes that do not pay a trustee fee. Shares of the New Hampshire investment trusts are also currently offered only through a “no fee” class. These “no-fee” classes are available to participants advised by Loomis Sayles who pay Loomis Sayles an advisory fee for assets invested in the collective investment trust or New Hampshire investment trust under their investment management agreements with Loomis Sayles. In addition, Loomis Sayles Distributors and/or other Affiliated Broker-Dealers may receive certain amounts, such as the amounts described under “Broker Dealers” in Item 8C above. Additionally, where a Loomis Sayles affiliate provides other services to the investment pool (such as administrative or transfer agent services), such affiliate(s) may receive payments in connection with their provision of such services to the investment pool.

Investment Company Shares Purchased for Certain Separate Account Portfolios

As mentioned in Item 8C above, Loomis Sayles may recommend or purchase shares of one or more investment companies for all or a portion of a separate account client’s portfolio. In certain cases, such investment companies may be advised or subadvised by Loomis Sayles or an affiliate of Loomis Sayles.

When Loomis Sayles purchases shares of an investment company advised or subadvised by Loomis Sayles for a separate account client’s portfolio, Loomis Sayles’ policy, with certain exceptions, is not to charge a separate account advisory fee for any portfolio assets invested in such investment company shares. However, Loomis Sayles will receive advisory fees from the investment company and the client will indirectly pay a pro rata portion of those fees. Such fees may be higher than the fees charged by Loomis Sayles for separately managed assets. (However, see Item 8D above for different procedures with respect to The Loomis Sayles Senior Loan Fund LLC.)

When Loomis Sayles purchases shares of an investment company that is not advised or subadvised by Loomis Sayles for a separate account client’s portfolio (and even where such investment company may be advised or subadvised by an affiliate of Loomis Sayles), Loomis Sayles may charge a separate account advisory fee for portfolio assets invested in such investment company shares. In this circumstance, clients should be aware that (a) in addition to the separate account advisory fee charged by Loomis Sayles, the client will be paying fees at the investment company level (such as advisory fees and other fund expenses) and (b) the client may have been able to purchase the investment company shares directly without using the services of Loomis Sayles.

Loomis Sayles may also charge a separate account advisory fee for funds it advises or subadvises that do not charge management fees and that have been designed for use by separate accounts.

In connection with all purchases of investment company shares for a separate account client’s portfolio, the client should be aware that such investment companies may incur

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(identify) AnswerItem 9B&D(continued)

Item 9D

Item 9D&E

client’s portfolio, the client should be aware that such investment companies may incur additional and/or higher expenses than the expenses incurred for separate accounts. In the case of investment companies advised or subadvised by Loomis Sayles or its affiliates, such expenses may include payments to Loomis Sayles and/or its affiliates for advisory and other services (such as distribution, administrative or transfer agent services) provided by such entities to the investment companies.

Certain Transactions for Collateralized Fixed Income Pools

From time to time, Loomis Sayles may act as collateral manager for certain collateralized fixed income pools. Certain of these pools may enter into interest rate protection agreements at the direction of Loomis Sayles. Such interest rate protection agreements may be entered into between the pool and one or more related parties of Loomis Sayles, including but not limited to Natixis Capital Markets, or arranged by one or more related parties of Loomis Sayles who are compensated for making such arrangements. The fact that such interest rate protection agreements may be entered into by a particular pool will be disclosed to the pool’s investors in the pool’s offering documents. (Please see elsewhere on this Schedule F for certain additional information relating to these pools.)

Transactions Between Client Accounts

In general, Loomis Sayles does not knowingly or intentionally effect transactions between client accounts. However, from time to time, certain client accounts advised or subadvised by Loomis Sayles may, as a result of changes in the investment characteristics of particular securities or other investments, or other factors wish to sell (or buy) securities or other investments that another client account advised or subadvised by Loomis Sayles wishes to buy (or sell). In that event, such securities or other investments may be purchased or sold directly from one client account to another consistent with applicable laws (including Section 206 of the Investment Advisers Act of 1940, Rule 17a-7 under the Investment Company Act of 1940 with respect to mutual fund clients, applicable provisions of ERISA with respect to relevant pension fund clients or other relevant laws) and consistent with policies and procedures adopted by Loomis Sayles from time to time. Among other things, Loomis Sayles’ policy provides that such transactions will be effected only with the prior approval of the Legal & Compliance Department and only where Loomis Sayles has determined that the transaction is in the best interests of each client account involved in the transaction. It is Loomis Sayles’ practice, in conjunction with such transactions, to make any disclosures required by applicable law or regulation (for example, in the case of transactions to which a registered investment company client is a party, quarterly reporting of transactions to the investment company’s board). Certain of the client accounts thatparticipate in such transactions may be affiliated clients or investment pools in which Loomis Sayles, its affiliates or their personnel may have an ownership or management interest.

Ownership Interests of Loomis Sayles and Its Affiliates

From time to time, Loomis Sayles may recommend or purchase for the accounts of certain

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(identify) AnswerItem 9D&E (continued)

clients securities issued by entities (or affiliates of entities) in which a controlling person or other related person of Loomis Sayles has an ownership interest.

In addition, Loomis Sayles (or its affiliates) may recommend to clients that they purchase or sell, or Loomis Sayles may invest on behalf of client accounts in, securities which are also purchased, sold or held:

• by Loomis Sayles for the account of investment pools advised or subadvised by Loomis Sayles and in which Loomis Sayles itself, its affiliates or their personnel may have an ownership or management interest. Such investment pools may include, but are not limited to:

♦ mutual funds, hedge funds, senior loan funds, collateralized fixed income pools, collective investment trusts, New Hampshire investment trusts and other public or private investment companies, certain of which may be sponsored or established by Loomis Sayles or its affiliates; and

♦ pension or other benefit plans that are sponsored by Loomis Sayles or its affiliates and/or in which employees of such entities have an interest;

• by Loomis Sayles for the account of affiliated clients; or

• by Loomis Sayles’ affiliates for their account or for the account of their clients.

Allocation of Investment or Trading Opportunities

Loomis Sayles makes decisions to recommend, purchase, sell or hold securities for all of its client accounts, including affiliated investment pools and other affiliated client accounts (which may include, but are not limited to, mutual funds, collateralized fixed income pools, other public or private investment companies, and pension or other benefit plans that are sponsored by Loomis Sayles and/or in which employees of Loomis Sayles have an interest (collectively “Affiliated Clients”)), and hedge funds that are sponsored by Loomis Sayles or a Loomis Sayles affiliate (“Hedge Funds”), based on the specific investment objectives, guidelines, restrictions and circumstances of each account (including, but not limited to, such factors as an account’s existing holdings of the same or similar issuers or sectors, cash position and account size and, in some instances, certain relevant tax considerations) and other relevant factors, such as the size of an available purchase or sale opportunity, the availability of other comparable opportunities and Loomis Sayles' desire to treat its clients’ accounts, including the accounts of Affiliated Clients and Hedge Funds, fairly and equitably over time.

Loomis Sayles may make recommendations and take action with respect to a particular client’s account, including an Affiliated Client or a Hedge Fund, that may be the same as or may differ from the recommendations made or the timing or nature of action taken with respect to other client accounts. For example, Hedge Funds may generally have greater investment flexibility than many other client accounts (including, but not limited to, the

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(identify) AnswerItem 9D&E(continued)

investment flexibility than many other client accounts (including, but not limited to, the ability to use leverage, sell securities short, and engage in high portfolio turnover), and therefore, investment or trading decisions for Hedge Funds will not be identical to those for non-Hedge Fund client accounts that invest in the same types of securities, and such investment decisions may often be contrary to Loomis Sayles contemporaneous recommendations or transactions for non-Hedge Fund client accounts. Thus, by way of illustration, a Hedge Fund or other client account may, in certain circumstances, be selling (or selling short) a security that other client accounts are buying or holding, or buying a security that other client accounts are selling.

Loomis Sayles’ policy is to allocate purchase opportunities, including securities being offered in private placements or in initial public offerings and other investment opportunities that may have limited availability, and sale opportunities it identifies as being appropriate for particular client accounts, among its clients’ accounts, including Affiliated Clients and Hedge Funds, on a fair and equitable basis over time. Because it is not possible to allocate every purchase or sale opportunity to every client for which the opportunity would be appropriate and desirable, particular clients may not participate in transactions that would be appropriate and desirable for those clients, as a result of Loomis Sayles’ decision to allocate those particular opportunities to other client accounts, which may include Affiliated Clients and Hedge Funds.

Clients should understand that, notwithstanding the fact that certain client accounts may have the same portfolio manager and similar investment objectives, investment guidelines, risk tolerances and asset size, there may often be differences in portfolio security composition among such clients’ accounts, especially fixed income client accounts, due in part to the timing of the accounts’ entering the market and the liquidity, pricing and credit opinion (as applicable) of the available securities at such times and, in some cases, the tax sensitivities of the clients. However, Loomis Sayles intends that the portfolio manager of such client accounts will generally seek to manage such accounts in a way that they will generally have similar portfolio characteristics (such as industry and sector weightings, average credit quality and duration, as applicable) where appropriate and feasible.

Aggregation of Orders; Directed Brokerage

When Loomis Sayles believes it is desirable, appropriate and feasible to purchase or sell the same security for a number of client accounts at the same time, Loomis Sayles may (but is not obligated to) aggregate its clients' orders (“Aggregated Orders”), including orders on behalf of Affiliated Clients and Hedge Funds, in a way that seeks to obtain more favorable executions, in terms of the price at which the security is purchased or sold, the cost of the execution of the orders, and the efficiency of the processing of the transactions. Subject to certain exceptions, all client accounts participating in an Aggregated Order, including Affiliated Clients and Hedge Funds, will participate at the average price at which the Aggregated Order was executed and will bear a pro rata portion of the execution cost of the Aggregated Order. When an Aggregated Order cannot be completely filled on the day it is placed in the market for execution, the portion of the Aggregated Order that is filled on any particular day will generally be allocated to each account participating in the Aggregated

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Order on a pro rata basis relative to the number of securities that were intended to be traded for each account participating in that Aggregated Order, and such accounts will generally participate at the average price at which such partially-filled Aggregated Order was executed and will bear a pro rata portion of the execution cost of the partially-filled Aggregated Order for such day.

Although Loomis Sayles believes that the ability to aggregate orders for client accounts will in general benefit its clients as a whole over time, in any particular instance, such aggregation may result in a less favorable price or execution for any particular client than might have been obtained if a particular transaction had been effected on an unaggregated basis.

With respect to client accounts that have provided Loomis Sayles with directions to use specific brokers or dealers to execute some or all of their trades, compliance with such directions may in some instances result in such a directed brokerage account not participating in an Aggregated Order. As a result, the directed brokerage account may receive a less favorable price or execution, or incur higher execution costs, in particular transactions than if the directed brokerage account had participated in an Aggregated Order with other client accounts. See also “Where Clients Direct Brokerage” under Item 12A&B below.

Personal Securities Transactions

Except for interests that Loomis Sayles may have in investment pools that buy or sell certain securities as noted above, Loomis Sayles does not buy or sell for its own account securities that Loomis Sayles recommends to clients. However, Loomis Sayles may find itself holding such securities in connection with the correction of certain trade errors as discussed under “Correction of Trade Errors and Investment Guideline Breaches” below.

In addition, Loomis Sayles’ employees are permitted to buy, sell or hold such securities for their personal accounts (and as mentioned above, securities may be bought, sold or held for certain investment pools in which employees have invested or accounts in which employees are otherwise considered to have a beneficial interest, including the Loomis Sayles Funded Pension Plan and Trust and the Loomis Sayles Employees’ Profit Sharing Retirement Plan) subject to the restrictions contained in the Loomis Sayles Code of Ethics.

Among other things, the Code of Ethics restrictions are designed to avoid apparent and actual conflicts of interest with clients and inadvertent violations of the securities laws as they relate to personal trading. Each Loomis Sayles employee agrees in writing to abide by the Code of Ethics as a condition of employment. Under the Code of Ethics, employees carrying out personal securities transactions including transactions in the shares of investment companies or mutual funds advised or subadvised by Loomis Sayles and those proprietary mutual funds that are advised by any affiliated investment adviser in the Natixis organization (such advisers being described in Item 8C above), must generally ensure that they are not (i) benefiting in their personal investments at the expense of any Loomis Sayles client or (ii) taking advantage of or “trading on” knowledge of the market impact of

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client transactions. The Code of Ethics requires employees to pre-clear certain transactions for their personal account and specifically restricts certain types of transactions for an employee’s personal account (an employee’s personal account generally includes any account in which an employee has beneficial ownership and/or has influence or control over investments). The Code of Ethics applies to employees of Loomis Sayles, Loomis Sayles Distributors and Loomis Sayles Trust Company and may, in certain cases, apply to specified employees of certain of Loomis Sayles’ affiliates.

As a general matter, Loomis Sayles’ employees may purchase, sell or hold securities for their personal accounts that may be the same as, similar to or different from the securities that Loomis Sayles recommends, purchases, sells or holds for client accounts.

Correction of Trade Errors and Investment Guideline Breaches

Consistent with its fiduciary duties, Loomis Sayles’ policy is to take the utmost care in making and implementing investment decisions for client accounts. To the extent that trade errors or investment guideline breaches occur, Loomis Sayles’ policy is to seek to ensure that its client’s best interests are served when correcting such errors and that the client will be reimbursed for net losses caused by Loomis Sayles’ error. Loomis Sayles has adopted trade error and investment guideline breach policies and procedures to guide the resolution of, and to help prevent the reoccurrence of, such errors.

If it appears that a trade error or investment guideline breach has occurred, Loomis Sayles will review all relevant facts and circumstances to determine an appropriate course of action. Where it is determined that Loomis Sayles has caused or contributed to a trade error or investment guideline breach, the client will be reimbursed by Loomis Sayles for the net loss attributable to Loomis Sayles’ error or will retain any gain realized in connection with the error correction, except as described below.

If an error is discovered after the settlement of the transaction the “correcting” transaction will also be executed in the client’s account and the client will either be reimbursed for the net loss or will retain any gain realized in connection with the error correction as described above. However, if an error is discovered prior to the settlement of the transaction and the trade cannot practicably be broken, the trade will generally be settled in a Loomis Sayles error account, outside of the client’s account, and will not be reflected on the client’s account statements. In this latter circumstance, Loomis Sayles and the broker-dealer, custodian or other parties involved in the transaction (other than the client) will determine who among them is obligated to bear any loss or entitled to retain any gain realized in connection with the error correction. Securities acquired in the error account are not held for investment, but rather an offsetting transaction will be executed in the error account to either sell or cover the securities transacted in error, at Loomis Sayles’ discretion, as soon as is practical.

Additionally, subject to the approval of the Chief Compliance Officer or designee thereof, securities purchased in error for one client’s account may be allocated to another client’s account if Loomis Sayles determines that it would be appropriate to do so under the facts

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and circumstances.

While Loomis Sayles’ general policy is to execute an off-setting transaction in its error account as soon as practical, under certain circumstances, senior management of Loomis Sayles may decide to maintain the erroneously transacted security in the error account. Under such circumstances, the position is not being maintained for investment purposes, but rather in an effort to mitigate a financial loss with respect to the security. In addition, Loomis Sayles may decide to hedge the position held in the error account with the intention of preventing further loss, while not hedging the same security to the extent that it is held in client accounts for investment purposes.

Loomis Sayles will review all of the relevant facts and circumstances, which may include the netting of gains and losses, when determining the financial impact of an error in a client’s account. In addition, if a client realizes a loss in connection with the correction of an error, but it is determined that the client would have experienced an even greater loss from the originally intended transaction, Loomis Sayles may determine that the client was not financially harmed by the error.

With the possible exception of routine operational errors such as failed trades and overdraft charges, Loomis Sayles will provide its clients with written notices of errors in their account, and such notice will include a description of the error and its correction and the financial impact on the client’s account.

All trade errors and investment guideline breaches will be resolved with the involvement of Loomis Sayles’ Chief Compliance Officer or designee thereof, the appropriate Chief Investment Officer, and other legal/compliance, portfolio management, trading or other personnel, as appropriate, in accordance with Loomis Sayles’ trade error and investment guideline breach policies and procedures. All such errors will be reported to Loomis Sayles’ trading oversight committee, audit committee and senior management, as appropriate.

Particular Conflicts of Interest Associated with Hedge Funds

As discussed in Item 8D above, Loomis Sayles provides advisory services to certain hedge funds that are established by Loomis Sayles. Certain aspects of the hedge fund structures or operations may give rise to potential conflicts of interest vis-à-vis Loomis Sayles’ other clients. Such potential conflicts may be similar to, or may be different from, the types of conflicts that Loomis Sayles typically faces with respect to its other client accounts. Particular conflicts of interest associated with the hedge funds may arise from, among other things, the fact that Loomis Sayles and/or certain of its affiliates or personnel may participate in the investment return achieved by hedge funds, through performance-based fees payable by hedge funds or as investors in hedge funds. This participation may be material, both in relation to the overall investment return of the hedge fund and in relation to the overall compensation or financial circumstances of participating affiliates or personnel.

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Item 10

Item 11A

In addition a hedge fund may sell a security while it is being purchased in other client accounts, and it may sell short securities that are held long or are being purchased for other client accounts, which may have an impact on the securities being purchased or that are held long for such client accounts.

Loomis Sayles has adopted policies and procedures that are reasonably designed to address (although they may not completely eliminate) the above potential conflicts of interest, including, among others, (1) certain of the policies summarized above under “Allocation of Investment or Trading Opportunities” and “Aggregation of Orders; Directed Brokerage”, (2) policies and procedures requiring notification of intended transactions for the equity hedge funds to long-only equity portfolio managers and research analysts, and (3) documentation by portfolio managers of the rationale for maintaining simultaneous long and short positions in the same security in different accounts.

Conditions for Managing Accounts

For separate accounts, Loomis Sayles generally requires a minimum dollar value of assets for establishing or maintaining a client’s account and/or charges a specified minimum annual fee. The account minimums or minimum annual fees may, however, be subject to waiver or negotiation. (Please see Exhibit A for Loomis Sayles’ standard fee schedule.)

In wrap program arrangements, the wrap program client may be required to invest a minimum dollar value of assets in order to establish or maintain an account or may be required to pay a minimum annual fee, as specified in the documentation for the particular wrap program.

Loomis Sayles will not accept an account from any investor whose investment objectives or guidelines are inconsistent with Loomis Sayles’ philosophy and investment approach.

Review of AccountsGenerally

On average, a portfolio manager may have primary responsibility for the following number of accounts: Fixed income portfolio managers 30-40 accounts and equity portfolio managers 10-20 accounts. Any particular portfolio manager may have primary responsibility for significantly greater or fewer accounts than average. In certain circumstances, various accounts for which a portfolio manager has responsibility may be related to a single “client relationship”. In general, the number of accounts assigned to any particular portfolio manager will depend primarily upon the nature of the accounts and the contractual requirements for the accounts.

Client portfolios are reviewed on a continuing basis rather than on an arbitrary, periodic schedule or sequence. Any development affecting the portfolio structure or a security held for the account will trigger a review and action where appropriate.

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(identify) AnswerItem 11A

(continued)Portfolio Managers and/or Investment Management Teams

Loomis Sayles has organized its business into a series of investment groups. Each investment group manages assets in a set of distinct investment styles. For some investment styles, investment management teams are utilized. For other investment styles, individual portfolio managers manage accounts in designated styles but do not operate as a team.

In those situations where investment management teams are utilized, the investment management team meets regularly to establish parameters for, and to evaluate the composition of, accounts managed in that investment style. In those situations where investment management teams are not utilized, the portfolio manager is responsible for both establishing parameters and evaluating the composition of accounts managed in the particular investment style. In both cases, the investment professionals associated with the platforms take into consideration any internal recommendations made by Loomis Sayles’ research department regarding the universe of securities followed by the research department.

Whether or not an investment management team is utilized, each client is assigned to a portfolio manager. The portfolio manager (or their client service personnel) confers with the client to understand the investment objectives and guidelines for the account. The portfolio manager generally has the ultimate discretion to purchase and sell securities for the client’s account and bears primary responsibility for managing the account’s investments in accordance with the objectives and guidelines. With respect to transactions in fixed income securities, however, traders who are not necessarily members of investment management teams may exercise limited discretion in selecting the issuer, issue and price of securities purchased or sold for client accounts within parameters designated by the portfolio manager or investment management team for the account. The portfolio manager takes into consideration any internal recommendations made by Loomis Sayles’ research department but is not bound by such recommendations. Investment management teams are not shown on this Form ADV since the form requests only certain information. Clients should speak with their portfolio manager to determine who has responsibility for their account.

Supervisory Oversight

The chief investment officer (“CIO”) – fixed income and CIO – equity each has supervisory responsibility for Loomis Sayles’ respective asset classes. The CIO – fixed income and CIO – equity have responsibility for supervisory oversight of the firm’s fixed income and equity investment management activities, respectively, and together have responsibility for supervisory oversight of the firm’s overall investment management activities.

Loomis Sayles has established a peer review committee that consists of a fixed income subcommittee (which has not yet been established) and an equity subcommittee. The equity subcommittee has responsibility for performing such reviews of Loomis Sayles’

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(identify) AnswerItem 11A

(continued)

Item 12A&B

equity investment management activities as it deems necessary or appropriate to:

• understand the investment management activities of Loomis Sayles’ investment professionals;

• understand the investment philosophy and disciplines of each Loomis Sayles equity product;

• understand the risk management approach and profile of each Loomis Sayles equity product; and

• understand what drives current and historical performance of each Loomis Sayles equity product.

The peer review subcommittees will seek to improve the investment management process at Loomis Sayles by:

• encouraging the free exchange of investment ideas, the development of new investment expertise and techniques, and the continuing professional growth and development of the firm’s investment management professionals; and

• setting up appropriate forums to challenge the assumptions and decisions made, and themes utilized, by the firm’s investment professionals from time to time.

The CIO – fixed income and CIO – equity will each have full responsibility for the functions of their respective subcommittee.

The role of the peer review subcommittees is in a formative stage and is expected to evolve over time. In connection with the evolution of the peer review subcommittees, various changes to the firm’s investment management and account oversight processes may also occur over time.

Loomis Sayles has also established a senior level risk management committee to address broad areas of corporate risk, including investment risk. The CIO – fixed income and CIO – equity will report on various issues to Loomis Sayles’ risk management committee, chief executive officer and board of directors.

Investment or Brokerage Discretion

Investment Discretion

Generally, Loomis Sayles’ clients give it investment discretion over assets placed under Loomis Sayles’ management. When Loomis Sayles has investment discretion, it is authorized to make all investment decisions and to direct the execution of all transactions for the client’s account (subject to the investment objectives and guidelines applicable to the account) without consulting with the client in connection with each transaction.

Certain clients, however, retain Loomis Sayles on a non-discretionary basis. When Loomis Sayles is retained on a non-discretionary basis, it makes recommendations for the client’s

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(identify) AnswerItem 12A&B(continued)

Sayles is retained on a non-discretionary basis, it makes recommendations for the client’s account but all investment decisions are made by the client and account transactions are executed only in accordance with the client’s advisory agreement.If the client and Loomis Sayles trade the same security at about the same time, on the same or opposite side of the market, the price, amount or other terms of the trade execution may be affected. Any effect of substantially contemporaneous market activities is likely to be most pronounced where the supply or other liquidity of the security traded is limited.

Brokerage Discretion

Generally, Loomis Sayles’ clients give it full discretion to choose broker dealers through whom transactions may be executed. Some clients, however, direct Loomis Sayles to only use a specified broker dealer, while other clients suggest that Loomis Sayles use a specified broker dealer subject to Loomis Sayles’ ability to obtain best execution when executing transactions with such specified broker dealer.

When Loomis Sayles Selects Broker-Dealers

Generally

When Loomis Sayles has full discretion in the selection of brokers dealers for the execution of client transactions, it seeks to obtain quality executions at favorable security prices and at competitive commission rates, where applicable, through broker dealers including Electronic Communication Networks (ECNs), Alternative Trading Systems (ATSs) or other execution systems who in Loomis Sayles’ opinion can provide the best overall net results for its clients. Fixed income securities are generally purchased from the issuer or a primary market maker acting as principal on a net basis with no brokerage commission paid by the client. Such securities, as well as equity securities, may also be purchased from underwriters at prices which include underwriting fees.

Commissions and Other Factors in Broker Dealer Selection

Loomis Sayles uses its best efforts to obtain information as to the general level of commission rates being charged by the brokerage community, from time to time, and to evaluate the overall reasonableness of brokerage commissions paid on client portfolio transactions by reference to such data. In making this evaluation, all factors affecting liquidity and execution of the order, as well as the amount of the capital commitment by the broker or dealer, are taken into account. Other relevant factors may include, without limitation: (a) the execution capabilities of the brokers and/or dealers, (b) research and other products or services provided by such broker dealers which are expected to enhance Loomis Sayles’ general portfolio management capabilities, (c) the size of the transaction, (d) the difficulty of execution, (e) the operations facilities of the brokers and/or dealers involved, (f) the risk in positioning a block of securities and (g) the quality of the overall brokerage and research services provided by the broker dealer.

The Loomis Sayles equity trading personnel perform an internal evaluation which consists

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(identify) AnswerItem 12A&B (continued)

of reviewing the broker dealers with whom Loomis Sayles has executed client transactions, to rate such firms on: the quality of their sales coverage, execution capabilities, willingness to commit capital on transactions, market knowledge, competitive commissions rates and prices and their ability to effect difficult trades in less liquid, smaller capitalized, and more closely held issues. Loomis Sayles believes that this evaluation process is an important and helpful component of its efforts to effectively manage its clients’ portfolios and achieve the best execution of its clients’ equity security transactions.

Soft Dollars

Loomis Sayles believes strongly that our independent research capability is our principal competitive advantage. The firm currently employs 14 equity research analysts and 8 equity research associates to conduct bottom-up research essential to determining relative value and alpha generation for our clients. Critical inputs to our research process include meetings with company management, access to research produced by Wall Street and third-party firms and market data services. Our research team, through the process of uncovering what we believe are the best available investments for our clients, utilizes all this information, some of which is purchased.

Brokerage trading activity is an essential factor in accessing Wall Street and third-party firm research, as well as key market data. First and foremost, Loomis Sayles recognizes that it has a fiduciary duty to obtain the best execution of its clients’ transactions. Importantly, Loomis Sayles will only allocate brokerage to firms that charge higher commissions when we believe the cost is reasonable in relation to the research and execution services received. In making the evaluation of the amount paid, all factors affecting liquidity and execution of the order, the amount of capital commitment by the broker or dealer, and the research and research services provided by the broker dealer are taken into account.

Therefore, Loomis Sayles’ receipt of brokerage and research products or services are factors in Loomis Sayles’ selection of a broker dealer to execute transactions for client accounts where Loomis Sayles believes that the broker dealer will provide quality execution of the transactions. Such brokerage and research products or services may be paid for with Loomis Sayles’ own assets or may, in connection with transactions in equity securities effected for client accounts for which Loomis Sayles exercises investment discretion, be paid for with client commissions (i.e. “soft dollars”).

For purposes of this soft dollars discussion, the term “commission” may include (to the extent applicable) both commissions paid to brokers in connection with transactions effected on an agency basis and markups, markdowns, commission equivalents or other fees paid to dealers in connection with certain transactions as encompassed by relevant SEC interpretation. Loomis Sayles does not generate soft dollars on fixed income transactions.

Loomis Sayles will only acquire research and brokerage products and services with soft dollars if they qualify as eligible products and services under the safe harbor of Section

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28(e) of the Securities Exchange Act of 1934. Eligible research services and products that may be acquired by Loomis Sayles are those products and services that may provide advice, analysis or reports that will aid Loomis Sayles in carrying out its investment decision-making responsibilities. Eligible research must reflect the expression of reasoning or knowledge (having inherently intangible and non-physical attributes) and may include the following research items: traditional research reports; discussions with research analysts and corporate executives; seminars or conferences; financial and economic publications that are not targeted to a wide public audience; software that provides analysis of securities portfolios; market research including pre-trade and post-trade analytics; and market data. Eligible brokerage services and products that may be acquired by Loomis Sayles are those services or products that (i) are required to effect securities transactions; (ii) perform functions incidental to securities transactions; or (iii) is a service that is required by an applicable SRO or SEC rule(s). The brokerage and research products or services provided to Loomis Sayles by a particular broker dealer may include both (a)products and services created by such broker dealer and (b) products and services created by a third party.

If Loomis Sayles receives a particular product or service that both aids it in carrying out its investment decision-making responsibilities (i.e., a “research use”) and provides non-research related uses, Loomis Sayles will make a good faith determination as to the allocation of the cost of such “mixed-use item” between the research and non-research uses, and will only use soft dollars to pay for the portion of the cost relating to its research use.

In connection with Loomis Sayles’ use of soft dollars, a client’s account may pay a broker dealer an amount of commission for effecting a transaction for the client's account in excess of the amount of commission it or another broker dealer would have charged for effecting that transaction if Loomis Sayles determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research products or services provided by the broker dealer, viewed in terms of either the particular transaction or Loomis Sayles’ overall responsibilities with respect to the accounts as to which Loomis Sayles exercises investment discretion.

Loomis Sayles may use soft dollars to acquire brokerage or research products and services that have potential application to all client accounts or to acquire brokerage or research products and services that will be applied in the management of a certain group of client accounts. However, the products or services may not be used in connection with the management of some of the accounts which paid commissions to the broker dealer providing the products or services and may be used in connection with the management of other accounts.

Loomis Sayles’ use of soft dollars to acquire brokerage and research products and services benefits Loomis Sayles by allowing it to obtain such products and services without having to purchase them with its own assets. Loomis Sayles believes that its use of soft dollars also benefits client accounts as described above. However, conflicts may arise between a client’s interest in paying the lowest commission rates available and Loomis Sayles’

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interest in receiving brokerage and research products and services from particular brokers and dealers without having to purchase such products and services with Loomis Sayles’ own assets.

Loomis Sayles’ traders are diligent in ensuring that the firm’s average cost per share is appropriate, in consideration of the number and types of securities being purchased and sold and the various services rendered by broker dealers, and well within recognized industry ranges of $.01-$.04 per share.

As described above, Loomis Sayles subscribes to various third party research services to augment its internal research efforts. Loomis Sayles has entered into arrangements with a number of broker dealers including ECNs and ATSs whereby a portion of the commissions generated by the transactions executed with such firms is directed to the cost of these research services. Loomis Sayles utilizes the services of Westminster Research Associates, Inc. (“Westminster”) to administer all of its third party soft dollar program. Loomis Sayles believes that it and its clients benefit from the services of Westminster in that it provides Loomis Sayles with the ability to execute third party soft dollar orders with over thirty top-tier broker-dealers including ECNs and ATSs, while consolidating most of the administrative, servicing and reporting functions of its soft dollar activities with one firm. Under this arrangement, Loomis Sayles executes transactions for client accounts through its regular institutional sales trader at the participating broker dealer at the commission rate it has negotiated with such broker, and Loomis Sayles will instruct the firm to credit Westminster for the soft dollar portion of the transaction. Westminster then accounts and reports all third party soft dollar trading activity from each firm in a single monthly statement to Loomis Sayles, which is then reconciled with its own records. Loomis Sayles believes that this relationship provides for an enhanced ability to achieve best execution on each transaction as Loomis Sayles can take full advantage of inventory and trading expertise of these broker dealers in the market sectors they cover and it allows Loomis Sayles to shift order flow as needed. When the Loomis Sayles traders execute third party soft dollar transactions, they will only do so at commission rates that they believe are fair and appropriate taking into consideration the value of the research and execution services received as required by Section 28(e). Loomis Sayles may also use Westminster to pay broker dealers for their proprietary research in a manner similar to that described in the CCA discussion below.

The total average commission rate during 2006 and 2007 was approximately $.03 per share, and while rates may change over time due to a number of facts and circumstances, the firm continues to seek ways in which it can lower its clients’ commission rates, while continuing to obtain the important research and research services that complement Loomis Sayles’ proprietary research commitment.

In determining the advisory fees it charges for its equity products, Loomis Sayles takes into consideration the ability to access the above-mentioned research and research services through soft dollars. Generally, Loomis Sayles looks to price its equity products at or around the median of its peer group for active equity management, notwithstanding the high proprietary research content of the firm’s equity products. A material change in the

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manner in which Loomis Sayles was able to use soft dollars to pay for the research and research services described above would be factored into the firm’s determination of the continued appropriateness of its current equity products’ fee schedules.

Finally, client directed brokerage arrangements, which are described below, may limit or prevent Loomis Sayles from using such clients’ commission dollars to pay for research and research services, and therefore, certain clients may have more of their commissions directed for research and research services than others.

Client Commission Arrangements

Loomis Sayles has recently entered into several client commission arrangements (“CCAs”) (also known as commission sharing arrangements) with some of its key broker dealer relationships. At the same time, Loomis Sayles has significantly reduced the number of brokers with which it will trade. In a CCA, subject to best execution, Loomis Sayles will allocate a higher portion of its clients’ equity trading with broker dealers who have agreed to unbundle their commission rates in order to enable Loomis Sayles to separately negotiate rates for execution and research and research services. The execution rates Loomis Sayles has negotiated with such firms vary depending on the difficulty of the orders Loomis Sayles has asked the CCAs to execute, but they will generally be between $.01 and $.02 per share. The research and research services rate with such firms will also vary, and it will generally be equal to or less than the execution cost of the transaction, but will generally result in a total cost of no more than $.04 per share.

Pursuant to the CCA agreements Loomis Sayles has with these broker dealers, each firm will pool the research commissions accumulated during a calendar quarter and then, at the direction of Loomis Sayles, pay various broker dealers from this pool for the research and research services such firms have provided to Loomis Sayles.

The CCAs enable Loomis Sayles to: strengthen its relationships with its key broker dealers, and limit the broker dealers with whom it trades to those with whom it has an electronic interface, while still maintaining the research relationships with broker dealers that provide Loomis Sayles with research and research services. In addition, the ability to unbundle the execution and research components of commissions enables Loomis Sayles to manage commissions more efficiently, and to provide greater transparency to its clients in their commission reports.

These CCAs are deemed to be soft dollar arrangements, and Loomis Sayles and each CCA intends to comply with the applicable requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended, as well as the Commission Guidance Regarding Client Commission Practices under Section 28(e) in the SEC Release No. 34-54165 dated July 18, 2006.

In addition to trading with the CCA broker dealers discussed above, Loomis Sayles continues to trade with full service broker dealers and ECNs and ATSs.

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(identify) AnswerItem 12A&B (continued)

Loomis Sayles has a comprehensive internal voting process whereby Loomis Sayles’ equity portfolio managers and research analysts vote on various aspects of a broker dealer’s qualitative services, which include without limitation: research and other services, idea generation, discussions with research analysts and corporate executives, seminars and conferences. This internal voting process is performed on a quarterly basis, and LoomisSayles uses the results of this internal vote to determine, in good faith, the value of the research and research services it receives from the broker dealers that provide such services, and it will pay such broker dealers for these services through its CCAs and/or through trading directly with the broker dealers.

Where Clients Direct Brokerage

In general, transaction costs, whether in the form of a commission, spread or other compensation, are a client asset and it is Loomis Sayles’ responsibility to seek to apply and utilize that asset so as to achieve the best overall net results when trading for clients, subject to any restrictions clients may have placed on Loomis Sayles’ ability to select brokers. Loomis Sayles believes that its clients are more likely to receive the best results possible on transactions executed for their accounts when it is not limited in selecting the executing brokers. However, Loomis Sayles will accept written instructions from its clients to direct brokerage to a broker (“Directed Broker”) pursuant to commission recapture or other arrangements wherein Loomis Sayles understands that clients may receive cash rebates, expense payments or expense reimbursements, custody, check writing, products, consulting and other services from their Directed Brokers in return for the commissions generated when Loomis Sayles places orders for their accounts with such Directed Brokers.

Loomis Sayles is responsible for achieving best execution for its clients. However, Loomis Sayles ability to achieve best execution for its clients may be partially or wholly limited by the nature of the Directed Brokerage arrangement a client has instructed Loomis Sayles to follow. The following describes the manner in which transactions for Directed Accounts will be handled, and it provides important information that clients should be aware of generally about Directed Brokerage arrangements:

• When feasible and Loomis Sayles believes it is appropriate, Loomis Sayles will batch “directed” orders with the orders for the same securities for other Loomis Sayles clients who have not directed Loomis Sayles to use a particular broker, and execute such orders (“batched order(s)”) with the broker that Loomis Sayles believes will provide the best execution of the batched order provided that the amount of brokerage a client has requested Loomis Sayles to direct is within the acceptable limits established by Loomis Sayles for the relevant product group. When such executing broker is not a client’s Directed Broker, Loomis Sayles may use a “step out” transaction whereby Loomis Sayles would instruct the executing broker to “step out” the Direct Brokerage client’s portion of the batched order to its Directed Broker who will clear, settle and confirm the transaction, and charge the client the commission rate that it has negotiated with its Directed Broker. Generally, there are no additional charges for “step out” transactions.

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• More often than not, a client’s directed broker is not the broker-dealer Loomis Sayles selects when seeking the best execution of a transaction. As a result, a significant amount of the transactions that are executed in furtherance of a client’s directed brokerage arrangement are executed by the broker-dealer Loomis Sayles believes is providing the best execution of the transaction, and then that broker-dealer is instructed by Loomis Sayles to step-out a portion of the transaction to the client’s directed broker. Therefore, Loomis Sayles has established the following limitations on the extent to which it will step-out client transactions to their directed broker(s). The only exception to these limitations applies to wrap fee accounts that pay a wrap fee to the wrap sponsor, which in part covers the cost of all of the transactions executed for the wrap account.

Large Cap Value 25% Focused Research Core 25%Large Cap Growth 25% Mid Cap Value 15%Equity Research Core 25% Mid Cap Growth 15%Global Growth 10% Small Cap Growth 10%Focused Value 25% Small Cap Value 10%Focused Growth 25% Small/Mid Cap 10%

• If a client requires that Loomis Sayles only executes transactions with its Directed Broker, and such client does not permit Loomis Sayles to use “step outs” or if a “step out” is not possible or practical for the particular transaction either due to the type of transaction, the amount of the transaction to be “stepped out”, or the amount of transactions Loomis Sayles has already stepped out for a client account, such client’s orders will generally follow the orders of Loomis Sayles’ other client accounts that are trading in the same securities, at the same time, that have been batched for execution.

• Depending on the Directed Broker a client has instructed Loomis Sayles to use, the amount of brokerage a client has instructed Loomis Sayles to direct to its Directed Broker, the commission rate and/or fees a client has agreed to pay its Directed Broker, the securities Loomis Sayles is purchasing and selling for the client’s account, and the order in which such clients’ trades are being executed, Loomis Sayles may or may not achieve best execution when it uses a client’s Directed Broker to execute transactions for its account.

• Unless explicitly permitted or directed by a client, Loomis Sayles will not negotiate or re-negotiate commission rates with clients’ Directed Brokers. Generally, when Loomis Sayles negotiates commission rates for its non-directed accounts such accounts pay commissions ranging from $.01 to $.04 per share, depending on the nature of the transaction. In 2007, Loomis Sayles achieved an average commission rate of approximately $.03 per share for its client accounts that did not have directed brokerage or commission recapture arrangements.

• Clients that require Loomis Sayles to direct 100% of their transactions to their Directed Broker(s) will not be included in IPOs.

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• Conflicts may arise between a client’s interest in receiving best execution on transactions effected for its account and Loomis Sayles’ interest in receiving client referrals from a client’s Directed Broker.

• As a result of the considerations detailed above, directed brokerage accounts may not generate returns equal to those of non-directed accounts.

In agreeing to satisfy a client’s directions to execute transactions for its account through a Directed Broker, Loomis Sayles understands that it is such client’s responsibility to ensure that (i) all services provided by the Directed Broker will inure solely to the benefit of the client’s account and any beneficiaries of the account, all expenses paid are proper and permissible expenses of the account, and may properly be provided in consideration for brokerage commissions or other remuneration paid to the Directed Broker, (ii) using the Directed Broker in the manner directed is in the best interests of the client’s account and any beneficiaries of the account, taking into consideration the services provided by the Directed Broker, (iii) its directions will not conflict with any obligations that persons acting for the client’s account may have to the account, its beneficiaries or any third parties, including any fiduciary obligations that persons acting for the account may have to obtain the most favorable price and execution for the account and its beneficiaries and (iv) persons acting for the client's account have the requisite power and authority to provide the directions on behalf of the account and have obtained all consents, approvals or authorizations from any beneficiaries of the account and third parties that may be required under applicable law or instruments governing the account.

As investment adviser or subadviser for certain investment company clients, such clients may ask Loomis Sayles to direct brokerage for such clients to certain broker dealers that have agreed to use a portion of the cost of commissions related to such brokerage to pay operating expenses of the applicable investment company client(s) to defray that client’s expenses.

As previously mentioned, client directed brokerage arrangements may limit or prevent Loomis Sayles from using such clients’ commission dollars to pay for research and research services, and therefore, certain clients may have more of their commissions directed for research and research services than others.

Natixis Advisors Client Accounts; Wrap Programs Generally

As discussed in Item 1D above, Loomis Sayles acts as subadviser to its affiliate, Natixis Advisors, in connection with Natixis Advisors’ management of certain client accounts. Natixis Advisors’ clients are typically part of a wrap program (though some may not be affiliated with any wrap program). Brokerage arrangements vary among such Natixis Advisors’ client accounts and with respect to any associated wrap program. Details of the brokerage arrangements for any particular Natixis Advisors client account are generally set forth in the program documents relating to the particular wrap program and/or the account’s agreement with Natixis Advisors.

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In many cases, Natixis Advisors’ client and/or a third party wrap program sponsor specifies a particular broker or dealer or otherwise restricts the selection of brokers or dealers to effect transactions for the account (“Specified Brokers”). In such cases, Loomis Sayles generally does not negotiate brokerage commissions with the Specified Broker with respect to transactions effected for the account. Such a Specified Broker may provide less advantageous execution of transactions than if Loomis Sayles selected the brokers or dealers to execute the transactions. The arrangements for some Natixis Advisors clients may, however, allow for the execution of transactions through a broker or dealer other than the Specified Broker in order to obtain best execution for the account. In instances where Loomis Sayles places a trade for a Natixis Advisors client account with a broker or dealer other than the Specified Broker (and where a “step out” transaction has not been used), the account will generally, as a result of such trade, incur additional execution costs that may not have been incurred had the transaction been effected with the Specified Broker. As noted in Item 1D above, Loomis Sayles places orders to purchase or sell securities for Natixis Advisors client accounts only at Natixis Advisors’ instruction.

If a Natixis Advisors client or third-party wrap program sponsor and Loomis Sayles trade the same security at about the same time, on the same or opposite side of the market, the price, amount or other terms of the trade execution may be affected. Any effect of substantially contemporaneous market activities is likely to be most pronounced where the supply or other liquidity of the security traded is limited.

Recommending Brokers to Clients

Generally, Loomis Sayles does not recommend brokers dealers to clients (apart from choosing the broker dealer where Loomis Sayles has discretion to do so, as described above). However, from time to time Loomis Sayles may recommend or suggest one or more brokers or dealers to a client when requested to do so by the client.

Trading Oversight Committee

Loomis Sayles has established a trading oversight committee to oversee and assist in the development and evaluation of various aspects of Loomis Sayles’ trading and brokerage practices. Among other things, the trading oversight committee will establish and review Loomis Sayles’ policies and procedures with respect to such areas as selection of brokers and dealers, receipt and use of products and services provided by brokers and dealers, and best execution. The trading oversight committee is chaired by the Chief Compliance Officer and reports to Loomis Sayles’ risk management committee and board of directors as appropriate and necessary.

Loomis Sayles’ Proxy Voting Policies and Procedures

The Manual

Loomis Sayles has long had written policies and procedures for proxy voting. The Loomis Sayles Proxy Voting Policies and Procedures Manual directs the Proxy Committee on how

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to vote on the most common proxy proposals. Topics covered include the Board of Directors, Proxy Contests, Auditors, Proxy Contest Defenses, Tender Offer Defenses, Governance Provisions, Capital Structure, Executive and Director Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies, and Social and Environmental Issues.

A copy of the Proxy Voting Policies and Procedures Manual is available upon request by calling 1-800-343-2029, by writing to Loomis Sayles or via internet at www.loomissayles.com/Internet/Internet.nsf/MF_ProxyVoting?OpenForm.

The Process

Loomis Sayles’s proxy voting process can be summarized as follows:

Loomis Sayles utilizes the services of third parties (“Proxy Voting Services”) for providing research and recommendations and in voting proxies for those accounts and funds for which Loomis Sayles has voting authority. All issues presented for shareholder vote will be considered under the direction of the Proxy Committee and, when necessary, the equity analyst following the company. Loomis Sayles will generally follow the Proxy Voting Service’s recommendation, unless it deviates from Loomis Sayles’ express policy or the Proxy Committee determines that the client’s best interests are served by voting otherwise.

In addition to reviewing the Proxy Voting Services’ recommendations and directing the Proxy Voting Services on how to vote, the Proxy Committee also: (1) implements, reviews and updates the firm’s policies and procedures; (2) oversees the voting process; (3) engages and oversees third-party vendors, including Proxy Voting Services; and (4) develops and modifies the firm’s policies and procedures, as appropriate or necessary. Loomis Sayles has established several policies to ensure that proxy votes are voted in its clients’ best interest and are not affected by any possible conflicts of interest. First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in its manual. Second, where the manual allows for discretion, Loomis Sayles will generally consider the recommendations of the Proxy Voting Service in making its voting decisions. However, if the Proxy Committee determines that the Proxy Voting Service’s recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against the Proxy Voting Service’s recommendation, but only after taking the following steps: (1) conducting a review for any material conflict of interest Loomis Sayles may have and, (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary or appropriate by the Proxy Committee after full prior disclosure of any conflict, that person may provide information, opinions or recommendations on any proposal to the Proxy Committee. In such event the Proxy Committee will make reasonable efforts to obtain and consider, prior to directing any vote information, opinions or recommendations from or about the opposing position on any proposal.

With respect to investment management agreements executed with clients prior to June 30,

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Item 13

2004, Loomis Sayles assumes that, absent instructions from the client or their representative to the contrary, it does not have voting authority over such client’s account. Requests for changes in voting authority may be directed to your account representative. If Loomis Sayles has discretionary authority to vote proxies for your account, you may obtain voting information by contacting your account representative.

Additional Compensation

Amounts Received by Loomis Sayles

When Loomis Sayles provides advisory services to a registered investment company or other entity pursuant to a subadvisory agreement, Loomis Sayles receives its advisory fees from the primary adviser for the account/client in many instances.

In addition, and as described in Item 12 A and B above, Loomis Sayles’ receipt of brokerage and research products or services may sometimes be a factor in Loomis Sayles’ selection of a broker or dealer to execute transactions for client accounts where Loomis Sayles believes that the broker or dealer will provide quality execution of the transactions at competitive commission rates. If Loomis Sayles receives a particular product or service that both aids it in carrying out its investment decision-making responsibilities (i.e., a “research use”) and provides non-research related uses, Loomis Sayles will make a good faith determination as to the allocation of the cost of such “mixed-use item” between the research and non-research uses, and will only use “soft dollars” (i.e., client commissiondollars) to pay for the portion of the cost relating to its research use. Please see “Soft Dollars” under Item 12 A & B above.

Amounts Paid by Loomis Sayles

Loomis Sayles pays commissions to certain of its employees to compensate them for new business brought to the firm and for capital additions to existing business. The commissions are generally a specified percentage of revenues received by Loomis Sayles from a new account or from additional capital contributed to an existing account. Commission payments are generally spread out over several years.

In addition, from time to time Loomis Sayles enters into arrangements with affiliated parties (including Natixis entities, as mentioned in Item 8C above) or unaffiliated third parties for their assistance in referring business to the firm or providing client service to the firm’s clients. Loomis Sayles may pay cash compensation to these third parties, where such cash compensation may be equal to a specified percentage of the advisory fees received by Loomis Sayles from accounts obtained through the third party.

Certain Amounts Received or Paid in Connection with Certain Investment Pools

In connection with the sale of certain mutual funds that are distributed by an affiliate of Loomis Sayles Distributors, Loomis Sayles Distributors may receive a portion of fees or commissions received by such affiliates. In certain circumstances, Loomis Sayles

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(continued)Distributors may also pay certain amounts to affiliated or unaffiliated third parties.In connection with the sale of interests in Natixis International Funds (Dublin) I plc, the Funds may pay commissions to affiliated parties or unaffiliated third parties. Loomis Sayles and/or an affiliate may also enter into arrangements with affiliated or unaffiliated third parties to pay cash compensation to these parties for sales of the Funds.

In certain instances, Loomis Sayles or an affiliate may rebate a portion of the investment management fee charged to certain foreign investment pools to parties who are instrumental in arranging for investments to be made in such investment pools (or may otherwise rebate a portion of the investment management fee to certain investors in such foreign investment pools).

Other

Also, as described in Schedule F, Item 12 above, Loomis Sayles may direct brokerage for certain investment company clients to brokers or dealers that have agreed to use a portion of the cost of commissions related to such brokerage to pay operating expenses of the applicable investment company client(s) to defray that client’s expenses.

In certain cases, an affiliate of Loomis Sayles may enter into an arrangement with one or more of its affiliated parties (including affiliated employees) or an unaffiliated third party for their assistance in referring business to Loomis Sayles or providing client service to Loomis Sayles’ clients. Such affiliate of Loomis Sayles may pay cash compensation to such parties in that connection. Loomis Sayles may or may not be aware of the existence or terms of any such arrangements.

Loomis Sayles does not consider the following to be direct or indirect compensation to any person for client referrals. However, Loomis Sayles does make payments to certain entities in order to receive performance and database analytics as well as research, and to attend periodic conferences and workshops on investment trends, industry developments and analytical techniques. Entities that receive such payments may also serve as consultants to clients for whom Loomis Sayles provides investment advisory services, and for prospective clients to whom Loomis Sayles may provide such services.

Generally, fees are calculated as a percentage of assets under management (including accrued income, cash and cash equivalents). All fees shown above reflect annual rates; however, fees are normally paid on a quarterly basis. Minimum annual fees and/or minimum account sizes may apply and may vary.

Fees shown above generally relate only to investment styles that are currently offered to new clients. Fees for other investment styles that are not generally offered to new clients, but are used in managing accounts for existing clients, are as set forth in the contracts with the particular clients. Advisory fees are negotiated with many clients and may therefore vary from the standard fee schedule shown above. This fee schedule may be modified from time to time.

Exhibit A(See Part II, Item 1D

of Form ADV)

LOOMIS, SAYLES & COMPANY, L.P.STANDARD FEE SCHEDULE

The standard fee schedule for Loomis, Sayles & Company, L.P. is set forth below.

FIXED INCOME

Intermediate Total Return

.35% on the first $20 million.25% on the next $80 million

.20% on value over $100 millionMinimum account size: $30 million

Minimum annual fee: $95,000

Core Fixed Income




Core Total Return andLong Duration Total Return

.40% on the first $20 million.35% on the next $40 million.25% on the next $40 million.20% on the next $100 million



Core Plus Fixed Income




Multisector Full Discretion




Multisector Total Return






2

FIXED INCOME (continued)

High Yield ConservativeHigh Yield Full Discretion

.50% on total valueMinimum account size: $50 million


Municipal Fixed Income




US Investment Grade Corporate




Short Term Fixed Income




Absolute Return Full Discretion




Core Plus Full Discretion




Bank Loans

.50% on total valueMinimum account size: $100 million

Minimum annual fee: $500,000LLC Minimum account size: $20 million

LLC Minimum annual fee: $100,000(Bank loan asset class may also be a component of

a broader based portfolio. In that case, the fee schedule will generally be the fee schedule

applicable to the overall portfolio and not the Bank Loans schedule shown immediately above.)

Global Bond

.40% on the first $50 million.30% on the next $50 million.20% on the next $400 million

Negotiated on value over $500 millionMinimum account size: $50 million




3

EQUITY

Large Cap Core Equity

.65% on the first $10 million

.50% on the next $40 million

.45% on the next $50 million.40% on the next $100 million



Large Cap Focused Core EquityLarge Cap Focused Value Equity


0.45% on value over $200 millionMinimum account size: $5 million


Large Cap ValueLarge Cap Growth




Large Cap Global Growth




Large Cap Focused Growth

.85% on the first $10 million.70% on the next $40 million.65% on the next $50 million.60% on the next $100 million.50% on the next $400 million



Mid Cap Growth

1.00% on the first $5 million.80% on the next $10 million.60% on the next $85 million

Negotiated on value over $100 millionMinimum account size: $5 million




4

EQUITY (continued)

Small Cap Growth

1.00% on the first $20 million.85% on the next $30 million.75% on the next $50 million



Mid Cap Value




Small/Mid Cap

.90% on the first $10 million.80% on the next $20 million.70% on the next $20 million



Small Cap Value*

1% on the first $10 million.80% on the next $20 million



*The Small Cap Value style is currently closed to new separate account business.



5

COLLECTIVE INVESTMENT TRUSTS

FIXED INCOME

Core Plus Full Discretion Investment Grade Bond


.35% on the next $10 million.25% on value over $20 million

Minimum account size: $5 millionMinimum annual fee: $22,500


.35% on the next $10 million.25% on value over $20 million


Multisector Full Discretion High Yield Conservative


.30% on value over $30 millionMinimum account size: $5 millionMinimum annual fee: $28,500

.65% on the first $5 million.50% on value over $5 million


EQUITYSmall/Mid Cap Core Small Cap Growth




1.00% on the first $10 million.85% on the next $40 million



Large Cap Growth Large Cap Value

Class A.55% on value of account


Class D.45% on first $100 million



.75% on first $2.5 million.65% on the next $7.5 million.50% on the next $10 million




6

NEW HAMPSHIRE INVESTMENT TRUSTS

Intermediate Total Return Core







High Yield Full Discretion World Bond

.67% on the first $5 million.50% on value over $5 million


.55% on first $10 million.35% on the next $65 million


Minimum annual fee: $27,500Multisector Full Discretion



Loomis, Sayles & Company, L.P.

PRIVACY POLICY AND PROCEDURES

Dated: July 2001

Revised: August 2005

Updated: June 2008

August 25, 2001

Loomis, Sayles & Company, L.P.

Privacy Policy and Procedures

Loomis, Sayles & Company, L.P. and its subsidiaries (collectively, the “LS Companies”) are committed to ensuring the confidentiality of their customers and consumers (as defined by SEC Reg S-P) and of the customers and consumers of investment companies (whether or not required to be registered under the Investment Company Act of 1940) for which an LS Company acts as investment advisor or distributor (the LS Companies and such investment companies, collectively the “LS Entities”). On behalf of itself and each other LS Entity, Loomis Sayles & Company, L.P. has adopted the following procedures in order to ensure compliance with Title V of the Gramm-Leach-Bliley Act (“GLB”) and all applicable rules and regulations thereunder.

Loomis Sayles & Company shall name an officer to be responsible for all matters related to privacy of the Loomis Sayles organization (the “Privacy Officer” or “PO”). The PO shall determine, for each LS Entity, the regulator under whose jurisdiction the Entity falls for purposes of federal privacy regulation. The PO shall review the current privacy rules and regulations promulgated by the various regulators and take measures to ensure compliance with those rules.

As consistent with SEC Reg S-P and any other applicable regulations, Loomis Sayles & Company will work to ensure compliance with the privacy rules identified below on a calendar year basis. Each calendar year, the PO will verify that the Entity’s Privacy Policy, attached as Exhibit A, is being disseminated to prospective clients and shareholders and that an annual mailing has been distributed to existing clients and shareholders.

The PO will annually meet with the individuals deemed to be responsible within the LS Entities to ensure that they understand the requirements and will meet with key individuals within the LS Entities to ensure that the policies of the LS Entities are accurately represented by the privacy policies.

The PO will take steps to ensure that individuals with access to non-public personal information collected by any LS Entity regarding customers or consumers of any LS Entity are informed of the terms of the relevant privacy policies of the LS Entity, as well as the actions required to ensure compliance with such policies. The PO, or his/her designee, will be available to answer questions regarding the LS Entities’ policies regarding privacy matters.

Exhibit A

The Privacy Policy at Loomis, Sayles & Company

At Loomis Sayles we endeavor to treat our clients with professionalism and respect. We feel it is important to provide you with guidelines regarding how we treat the information we hold regarding your account(s). Please find below a summary of the firm’s privacy policy.

We take the following steps to protect the confidentiality of your information:

We maintain physical, electronic and procedural safeguards to help protect your information. We take all possible precautions to help keep our information systems secure, including the use of firewalls for our internet-based systems. We also use, when appropriate, encryption technologies, user authentication systems (for example, passwords and personal identification numbers) and access control mechanisms.

We may obtain only the following types of information:

1. Information that we obtain from you or your consultant related to your account including information obtained through communication such as email, facsimiles, telephone calls or face-to-face meetings.

2. Information we obtain in the course of processing transactions for your account.

We may use this information in the following ways:

1. To service your account. We may share this information with entities that provide services on behalf of your account, such as your custodian and other entities you designate as service providers, and when necessary, companies directly affiliated with us.

2. To provide you with additional information about products and services. To do so, we may share information about you with companies directly affiliated with us.

In addition, certain of our affiliated companies who share our office space or information sources with us may have access to this information.

We do not release information about you for any other purpose, except with your consent or where we believe that such disclosure is required under law, to cooperate with regulators or governmental authorities.

Our policy applies to both current and former clients.

3

Proxy Voting Policyand Procedure Manual

JUNE 30, 2004

AMENDEDMARCH 31, 2005

MAY 16, 2005MARCH 31, 2007AUGUST 30, 2007MARCH 31, 2008June 25, 2008

Proxy Voting Policy and Procedure Manual

Loomis, Sayles & Company, L.P. June 2008 2All Rights Reserved

CONTENTS

1 GENERAL 5IntroductionGeneral GuidelinesProxy CommitteeConflicts of InterestRecordkeeping and Disclosure

2 PROPOSALS USUALLY VOTED FOR 10Director Nominees in Uncontested ElectionsChairman and CEO are the Same PersonElection of CEO Director NomineesShareholder Ability to Remove DirectorsAnnual Election of DirectorsElection of Mutual Fund TrusteesShareholder Ability to Alter the Size of the BoardIndependent Audit, Compensation and Nominating CommitteesRatifying AuditorsCumulative VotingMajority VotingFair Price ProvisionsWhite Squire PlacementsEqual AccessStock Distributions: Splits and DividendsBlank Check Preferred AuthorizationAdjustments to Par Value of Common StockShare Repurchase ProgramsOBRA-Related Compensation ProposalsAppraisal RightsChanging Corporate NameConfidential VotingGolden and Tin ParachutesDelivery of Electronic Proxy Materials



3 PROPOSALS USUALLY VOTED AGAINST 13Shareholder Ability to Remove DirectorsStaggered Director ElectionsStock Ownership RequirementsTerm of OfficeDirector and Officer Indemnification and Liability ProtectionShareholder Ability to Call Special MeetingsShareholder Ability to Act by Written ConsentUnequal Voting RightsSupermajority Shareholder Vote RequirementsCharitable and Political ContributionsCommon Stock Authorization

4 PROPOSALS USUALLY VOTED AS RECOMMENDED BY THEPROXY VOTING SERVICE

15

Compensation PlansStock Option PlansEmployee Stock Ownership Plans401(k) Employee Benefit PlansExecutive Compensation Advisory Resolutions (“Say-on-Pay”)

5 PROPOSALS REQUIRING SPECIAL CONSIDERATION 16



Director Nominees in Contested ElectionsProxy Contest DefensesReimburse Proxy Solicitation ExpensesTender Offer DefensesPoison PillsGreenmailBundled ProposalsShareholder Advisory CommitteesPreemptive RightsDebt RestructuringsShareholder Proposals to Limit Executive and Director Pay StateTakeover StatutesReincorporation ProposalsMergers and AcquisitionsCorporate RestructuringSpin-offsAsset SalesLiquidationsEnvironment and Social issues

Energy and EnvironmentNorthern IrelandMilitary BusinessMaquiladora Standards and International Operations PoliciesThird World Debt CrisisEqual Employment Opportunity and DiscriminationAnimal RightsProduct Integrity and MarketingHuman Resource Issues

Mutual Fund Investment Advisory AgreementMutual Fund Fundamental Investment RestrictionsMutual Fund Distribution Agreements



1. GENERAL

A. Introduction.

Loomis, Sayles & Company, L.P. (“Loomis Sayles”) will vote proxies onbehalf of a client if, in its investment management agreement (“IMA”) withLoomis Sayles, the client has delegated to Loomis Sayles the authority to voteproxies on its behalf. With respect to IMAs executed with clients prior toJune 30, 2004, Loomis Sayles assumes that, the proxy voting authorityassigned by Loomis Sayles at account setup is accurate unless the client ortheir representative has instructed Loomis Sayles otherwise. Loomis Sayleshas adopted and implemented these policies and procedures (“Proxy VotingProcedures”) to ensure that, where it has voting authority, proxy matters arehandled in the best interest of clients, in accordance with Loomis Sayles’fiduciary duties and SEC rule 206(4)-6 under the Investment Advisers Act of1940. In addition to SEC requirements governing advisers, its Proxy VotingProcedures reflect the long-standing fiduciary standards and responsibilitiesfor ERISA accounts set out in Department of Labor Bulletin 94-2, 29 C.F.R.2509.94-2 (July 29, 1994).

Loomis Sayles uses the services of third parties (“Proxy Voting Service(s)”), toresearch and administer the vote on proxies for those accounts and funds forwhich Loomis Sayles has voting authority. Each Proxy Voting Service has acopy of Loomis Sayles’ Proxy Voting Procedures and provides voterecommendations and/or analysis to Loomis Sayles based on Loomis Sayles’Procedures and the Proxy Voting Service’s own research. Loomis Sayles willgenerally follow its express policy with input from the Proxy Voting Servicesunless the Proxy Committee determines that the client’s best interests areserved by voting otherwise.

B. General Guidelines.

The following guidelines will apply when voting proxies on behalf ofaccounts for which Loomis Sayles has voting authority.

1. Client’s Best Interest. Loomis Sayles’ Proxy Voting Procedures aredesigned and implemented in a way that is reasonably expected to ensurethat proxy matters are conducted in the best interest of clients. Whenconsidering the best interest of clients, Loomis Sayles has determined thatthis means the best investment interest of its clients as shareholders of theissuer. Loomis Sayles has established its Procedures to assist it in makingits proxy voting decisions with a view to enhancing the value of its clients’interests in an issuer over the period during which it expects its clients to



hold their investments. Loomis Sayles will vote against proposals that itbelieves could adversely impact the current or potential market value ofthe issuer’s securities during the expected holding period.

2. Client Proxy Voting Policies. Rather than delegating proxy votingauthority to Loomis Sayles, a client may (1) retain the authority to voteproxies on securities in its account, (2) delegate voting authority toanother party or (3) instruct Loomis Sayles to vote proxies according to apolicy that differs from that of Loomis Sayles. Loomis Sayles will honorany of these instructions if the client includes the instruction in writing inits IMA or in a written instruction from a person authorized under theIMA to give such instructions. If Loomis incurs additional costs orexpenses in following any such instruction, Loomis may request paymentof such additional costs or expenses from the client.

3. Stated Policies. These policies identify issues where Loomis Sayles will(1) generally vote in favor of a proposal, (2) generally vote against aproposal, (3) generally vote as recommended by the proxy voting serviceand (4) specifically consider its vote for or against a proposal. However,these policies are guidelines and each vote may be cast differently than thestated policy, taking into consideration all relevant facts andcircumstances at the time of the vote.

4. Abstain from Voting. Our policy is to vote-not abstain from voting onissues presented unless the client’s best interest requires abstention. Thismay occur from time to time, for example, where the impact of theexpected costs involved in voting exceeds the expected benefits of the votesuch as where foreign corporations follow share-blocking practices orwhere proxy material is not available in English.

5. Oversight. All issues presented for shareholder vote will be consideredunder the oversight of the Proxy Committee. All non-routine issues willbe directly considered by the Proxy Committee and, when necessary, theequity analyst following the company and/or the portfolio manager of anaccount holding the security, and will be voted in the best investmentinterests of the client. All routine for and against issues will be votedaccording to Loomis Sayles’ policy approved by the Proxy Committeeunless special factors require that they be considered by the ProxyCommittee and, when necessary, the equity analyst following thecompany and/or the portfolio manager of an account holding thesecurity. Loomis Sayles’ Proxy Committee has established these routinepolicies in what it believes are the client’s best interests.



6. Availability of Procedures. Upon request, Loomis Sayles providesclients with a copy of its Proxy Voting Procedures, as updated from timeto time. In addition, Loomis Sayles includes its Proxy Voting Proceduresand/or a description of its Procedures on its public website,www.loomissayles.com, and in its Form ADV, Part II.

7. Disclosure of Vote. Upon request, a client can obtain information fromLoomis Sayles on how its proxies were voted. Any client interested inobtaining this information should contact its Loomis Sayles’srepresentatives.

8. Disclosure to Third Parties. Loomis Sayles’ general policy is not todisclose to third parties how it (or its voting delegate) voted a client’sproxy except that for registered investment companies, Loomis Saylesmakes disclosure as required by Rule 30(b)(1)-(4) under the InvestmentCompany Act of 1940 and, from time to time at the request of clientgroups, Loomis may make general disclosure (not specific as to client) ofits voting instructions.

C. Proxy Committee.

1. Proxy Committee. Loomis Sayles has established a Proxy Committee.The Proxy Committee is composed of representatives of the EquityResearch department and the Legal & Compliance department and otheremployees of Loomis Sayles as needed. In the event that any member isunable to participate in a meeting of the Proxy Committee, his or herdesignee acts on his or her behalf. A vacancy in the Proxy Committee isfilled by the prior member’s successor in position at Loomis Sayles or aperson of equivalent experience. Each portfolio manager of an accountthat holds voting securities of an issuer or analyst covering the issuer or itssecurities may be an ad hoc member of the Proxy Committee inconnection with the vote of proxies.

2. Duties. The specific responsibilities of the Proxy Committee, include,

a. to develop, authorize, implement and update these Proxy VotingProcedures, including

(i) annual review of these Procedures to ensure consistency withinternal policies and regulatory agency policies,(ii) annual review of existing voting guidelines and developmentof additional voting guidelines to assist in the review of proxyproposals, and(iii) annual review of the proxy voting process and any generalissues that relate to proxy voting;



b. to oversee the proxy voting process, including;(i) overseeing the vote on proposals according to thepredetermined policies in the voting guidelines,(ii) directing the vote on proposals where there is reason not tovote according to the predetermined policies in the votingguidelines or where proposals require special consideration, and(iii) consulting with the portfolio managers and analysts for theaccounts holding the security when necessary or appropriate;

c. to engage and oversee third-party vendors, including Proxy VotingServices; and

d. to develop and/or modify these Proxy Voting Procedures asappropriate or necessary.

3. Standards.

a. When determining the vote of any proposal for which it hasresponsibility, the Proxy Committee shall vote in the client’s bestinterest as described in section 1(B)(1) above. In the event a clientbelieves that its other interests require a different vote, Loomis Saylesshall vote as the client instructs if the instructions are provided asrequired in section 1(B)(2) above.

b. When determining the vote on any proposal, the Proxy Committeeshall not consider any benefit to Loomis Sayles, any of its affiliates,any of its or their clients or service providers, other than benefits tothe owner of the securities to be voted.

4. Charter. The Proxy Committee may adopt a Charter, which shall beconsistent with these Procedures. Any Charter shall set forth theCommittee’s purpose, membership and operation and shall includeprocedures prohibiting a member from voting on a matter for which heor she has a conflict of interest by reason of a direct relationship with theissuer or other party affected by a given proposal, e.g., is a portfoliomanager for an account of the issuer.

D. Conflicts of Interest.

Loomis Sayles has established several policies to ensure that proxy votes arevoted in its clients’ best interest and are not affected by any possible conflictsof interest. First, except in certain limited instances, Loomis Sayles votes inaccordance with its pre-determined policies set forth in these Proxy Voting



Procedures. Second, where these Procedures allow for discretion, LoomisSayles will generally consider the recommendations of the Proxy VotingServices in making its voting decisions. However, if the Proxy Committeedetermines that the Proxy Voting Services’ recommendation is not in the bestinterest of its clients, then the Proxy Committee may use its discretion tovote against the Proxy Voting Services’ recommendation, but only aftertaking the following steps: (1) conducting a review for any material conflictof interest Loomis Sayles may have and, (2) if any material conflict is foundto exist, excluding anyone at Loomis Sayles who is subject to that conflict ofinterest from participating in the voting decision in any way. However, ifdeemed necessary or appropriate by the Proxy Committee after full priordisclosure of any conflict, that person may provide information, opinions orrecommendations on any proposal to the Proxy Committee. In such eventthe Proxy

Committee will make reasonable efforts to obtain and consider, prior todirecting any vote information, opinions or recommendations from or aboutthe opposing position on any proposal.

E. Recordkeeping and Disclosure.

Loomis Sayles or its Proxy Voting Service will maintain records of proxiesvoted pursuant to Section 204-2 of the Advisers Act. The records include:(1) a copy of its Proxy Voting Procedures and its charter; (2) proxystatements received regarding client securities; (3) a record of each vote cast;(4) a copy of any document created by Loomis Sayles that is material tomaking a decision how to vote proxies on behalf of a client or thatmemorializes the basis for that decision; and (5) each written client requestfor proxy voting records and Loomis Sayles’ written response to any (writtenor oral) client request for such records.

Proxy voting books and records are maintained in an easily accessible placefor a period of five years, the first two in an appropriate office of LoomisSayles.

Loomis Sayles will provide disclosure of its Proxy Voting Procedures as wellas its voting record as required under applicable SEC rules.

2. PROPOSALS USUALLY VOTED FOR

Proxies involving the issues set forth below generally will be voted FOR.

Director Nominees in Uncontested Elections:



A. Vote for proposals involving routine matters such as election of Directors,provided that two-thirds of the directors would be independent and affiliatedor inside nominees do not serve on any board committee.B. Vote against nominees that are CFOs and, generally, against nomineesthat the Proxy Voting Service has identified as not acting in the best interestof shareholders. Vote against nominees that have attended less than 75% ofboard and committee meetings. Vote against affiliated or inside nomineeswho serve on a board committee or if two thirds of the board would not beindependent. Vote against governance or nominating committee members ifthere is no independent lead or presiding director and if the CEO andchairman are the same person. Vote against audit committee members ifauditor ratification is not proposed. A recommendation of the Proxy VotingService will generally be followed when electing directors of foreigncompanies.

Chairman and CEO are the Same Person: Vote for proposals that wouldrequire the positions of chairman and CEO to be held by different persons.

Election of CEO Director Nominees: Vote for a CEO director nomineethat sits on less than four U.S.-domiciled company boards and committees.Vote against a CEO director nominee that sits on four or more U.S.-domiciled boards and committees. Vote for a CEO director nominees ofnon-U.S.-domiciled companies that sit on more than 4 non-U.S.-domiciledcompany boards and committees.

Shareholder Ability to Remove Directors: Vote for proposals to restoreshareholder ability to remove directors with or without cause and proposalsthat permit shareholders to elect directors to fill board vacancies.

Annual Election of Directors: Vote for proposals to repeal classified boardsand to elect all directors annually.

Election of Mutual Fund Trustees: Vote for nominees that oversee lessthan 60 mutual fund portfolios. Review nominees on a case-by-case basis ifthe number of mutual fund portfolios over which a nominee has oversight is60 or greater and the portfolios have a similar investment strategy.

Shareholder Ability to Alter the Size of the Board:A. Vote for proposals that seek to fix the size of the board.B. Vote against proposals that give management the ability to alter the sizeof the board without shareholder approval.



Independent Audit, Compensation and Nominating Committees: Votefor proposals requesting that the board audit, compensation and/ornominating committees include independent directors exclusively.

Ratifying Auditors:A. Generally vote for proposals to ratify auditors.B. Vote against ratification of auditors where an auditor has a financialinterest in or association with the company, and is therefore notindependent; or there is reason to believe that the independent auditor hasrendered an opinion which is neither accurate nor indicative of thecompany's financial position. In general if the ratio of non-audit fees toaudit fees is less than 1:1or if non-audit fees are less than $500,000 we willgenerally vote for ratification. A recommendation of the Proxy Voting Servicewill generally be followed.

Cumulative Voting: Vote for proposals to permit cumulative voting.

Majority Voting: Vote for proposals to permit majority rather than pluralityvoting for the election of Directors/Trustees.

Fair Price Provisions:A. Vote for fair price proposals, as long as the shareholder vote requirementembedded in the provision is no more than a majority of disinterested shares.B. Vote for shareholder proposals to lower the shareholder vote requirementin existing fair price provisions.

White Squire Placements: Vote for shareholder proposals to requireshareholder approval of blank check preferred stock issues.

Equal Access: Vote for shareholder proposals that would allow significantcompany shareholders equal access to management's proxy material in orderto evaluate and propose voting recommendations on proxy proposals anddirector nominees, and in order to nominate their own candidates to theboard.

Stock Distributions: Splits and Dividends: Generally vote formanagement proposals to increase common share authorization, providedthat the increase in authorized shares following the split or dividend is notgreater than 100 percent of existing authorized shares.

Blank Check Preferred Authorization:A. Vote for proposals to create blank check preferred stock in cases when thecompany expressly states that the stock will not be used as a takeover defense



or carry superior voting rights, and expressly states conversion, dividend,distribution and other rights.B. Vote for shareholder proposals to have blank check preferred stockplacements, other than those shares issued for the purpose of raising capitalor making acquisitions in the normal course of business, submitted forshareholder ratification.C. Review on a case-by-case basis proposals to increase the number ofauthorized blank check preferred shares.

Adjustments to Par Value of Common Stock: Vote for managementproposals to reduce the par value of common stock.

Share Repurchase Programs: Vote for management proposals to instituteopen-market share repurchase plans in which all shareholders may participateon equal terms.

OBRA (Omnibus Budget Reconciliation Act)-Related CompensationProposals:A. Vote for plans that simply amend shareholder-approved plans to includeadministrative features or place a cap on the annual grants any oneparticipant may receive to comply with the provisions of Section 162(m) ofOBRA.B. Vote for amendments to add performance goals to existing compensationplans to comply with the provisions of Section 162 (m) of OBRA.

C. Vote for cash or cash-and-stock bonus plans to exempt the compensationfrom taxes under the provisions of Section 162(m) of OBRA.D. Votes on amendments to existing plans to increase shares reserved and toqualify the plan for favorable tax treatment under the provisions of Section162(m) should be evaluated on a case-by-case basis.

Appraisal Rights: Vote for proposals to restore, or provide shareholderswith, rights of appraisal.

Changing Corporate Name: Vote for changing the corporate name.

Confidential Voting: Vote for shareholder proposals that requestcorporations to adopt confidential voting, use independent tabulators and useindependent inspectors of election as long as the proposals include clauses forproxy contests as follows: In the case of a contested election, managementshould be permitted to request that the dissident group honor its confidentialvoting policy. If the dissidents agree, the policy remains in place. If thedissidents do not agree, the confidential voting policy is waived. Vote formanagement proposals to adopt confidential voting.



Golden and Tin Parachutes:A. Vote for shareholder proposals to have golden (top management) and tin(all employees) parachutes submitted for shareholder ratification.B. Review on a case-by-case basis all proposals to ratify or cancel golden ortin parachutes.

Delivery of Electronic Proxy Materials: Vote for proposals to allowelectronic delivery of proxy materials to shareholders.

3. PROPOSALS USUALLY VOTED AGAINST

Proxies involving the issues set forth below generally will be votedAGAINST.

Shareholder Ability to Remove Directors:A. Vote against proposals that provide that directors may be removed onlyfor cause.B. Vote against proposals that provide that only continuing directors mayelect replacements to fill board vacancies.

Staggered Director Elections: Vote against proposals to classify or staggerthe board.

Stock Ownership Requirements: Generally vote against shareholderproposals requiring directors to own a minimum amount of company stockin order to qualify as a director, or to remain on the board.

Term of Office: Vote against shareholder proposals to limit the tenure ofoutside directors.

Director and Officer Indemnification and Liability Protection:A. Proposals concerning director and officer indemnification and liabilityprotection that limit or eliminate entirely director and officer liability formonetary damages for violating the duty of care, or that would expandcoverage beyond just legal expenses to acts, such as gross negligence, that aremore serious violations of fiduciary obligations than mere carelessness.B. Vote for only those proposals that provide such expanded coverage incases when a director's or officer's legal defense was unsuccessful if (i) thedirector was found to have acted in good faith and in a manner that hereasonably believed was in the best interests of the company, and (ii) only ifthe director's legal expenses would be covered.



Shareholder Ability to Call Special Meetings: Vote against proposals torestrict or prohibit shareholder ability to call special meetings.

Shareholder Ability to Act by Written Consent: Vote against proposals torestrict or prohibit shareholder ability to take action by written consent.

Unequal Voting Rights: Vote against dual class exchange offers and dualclass recapitalizations.

Supermajority Shareholder Vote Requirements: Vote against managementproposals to require a supermajority shareholder vote to approve charter andbylaw amendments.

Charitable and Political Contributions: Vote against shareholder proposalsregarding charitable and political contributions.

Common Stock Authorization: Vote against proposed common stockauthorizations that increase the existing authorization by more than 100percent unless a clear need for the excess shares is presented by the company.A recommendation of the Proxy Voting Service will generally be followed.

4. PROPOSALS USUALLY VOTED AS RECOMMENDED BY THEPROXY VOTING SERVICE

Proxies involving compensation issues, not limited to those set forth below,generally will be voted as recommended by the proxy voting service but may,in the consideration of the Committee, be reviewed on a case-by-case basis.

Compensation Plans: Votes with respect to compensation plans generallywill be voted as recommended by the Proxy Voting Service.

Stock Option Plans: A recommendation of the Proxy Voting Service willgenerally be followed using the following as a guide:A. Vote against plans which expressly permit repricing of underwateroptions.B. Vote against proposals to make all stock options performance based.C. Vote against stock option plans that could result in an earnings dilutionabove the company specific cap considered by the Proxy Voting Service.D. Vote for proposals that request expensing of stock options.

Employee Stock Ownership Plans (ESOPs): Vote for proposals thatrequest shareholder approval in order to implement an ESOP or to increaseauthorized shares for existing ESOPs, except in cases when the number ofshares allocated to the ESOP is "excessive" (i.e., generally greater than five



percent of outstanding shares). A recommendation of the Proxy VotingService will generally be followed.

401(k) Employee Benefit Plans: Vote for proposals to implement a 401(k)savings plan for employees.

Executive Compensation Advisory Resolutions (“Say-on-Pay”): Arecommendation of the Proxy Voting Service will generally be followed usingthe following as a guide:A. Vote for shareholder proposals to permit non-binding advisory votes onexecutive compensation.B. Actual executive compensation advisory votes will be considered on acase-by-case basis.

5. PROPOSALS REQUIRING SPECIAL CONSIDERATION

The Proxy Committee will vote proxies involving the issues set forth belowgenerally on a case-by-case basis after review. Proposals on many of thesetypes of matters will typically be reviewed with the analyst following thecompany before any vote is cast.

Director Nominees in Contested Elections: Votes in a contested election ofdirectors or vote no campaign must be evaluated on a case-by-case basis,considering the following factors: long-term financial performance of thetarget company relative to its industry; management's track record;background to the proxy contest; qualifications of director nominees (bothslates); evaluation of what each side is offering shareholders as well as thelikelihood that the proposed objectives and goals can be met; and stockownership positions.

Proxy Contest Defenses: Generally, proposals concerning all proxy contestdefenses should be evaluated on a case-by-case basis.

Reimburse Proxy Solicitation Expenses: Decisions to provide fullreimbursement for dissidents waging a proxy contest should be made on acase-by-case basis.

Tender Offer Defenses: Generally, proposals concerning the followingtender offer defenses should be evaluated on a case-by-case basis.

Poison Pills:A. Vote for shareholder proposals that ask a company to submit its poisonpill for shareholder ratification.



B. Review on a case-by-case basis shareholder proposals to redeem acompany's poison pill.C. Review on a case-by-case basis management proposals to ratify a poisonpill.

Greenmail:A. Vote for proposals to adopt anti-greenmail charter of bylaw amendmentsor otherwise restrict a company’s ability to make greenmail payments.B. Review on a case-by-case basis anti-greenmail proposals when they arebundled with other charter or bylaw amendments.

Bundled Proposals: Review on a case-by-case basis bundled or"conditioned" proxy proposals. In the case of items that are conditionedupon each other, examine the benefits and costs of the packaged items. Ininstances when the joint effect of the conditioned items is not inshareholders' best interests, vote against the proposals. If the combined effectis positive, support such proposals.

Shareholder Advisory Committees: Review on a case-by-case basisproposals to establish a shareholder advisory committee.

Preemptive Rights: Review on a case-by-case basis shareholder proposalsthat seek preemptive rights. In evaluating proposals on preemptive rights,look at the size of a company and the characteristics of its shareholder base.

Debt Restructurings: Review on a case-by-case basis proposals to increasecommon and/or preferred shares and to issue shares as part of a debt-restructuring plan. Consider the following issues: Dilution - How much willownership interest of existing shareholders be reduced, and how extreme willdilution to any future earnings be? Change in Control - Will the transactionresult in a change in control of the company? Bankruptcy – Loomis Sayles’Corporate Actions Department is responsible for consents related tobankruptcies and debt holder consents related to restructurings.

Shareholder Proposals to Limit Executive and Director Pay:A. Generally, vote for shareholder proposals that seek additional disclosureof executive and director pay information.B. Review on a case-by-case basis (I) all shareholder proposals that seek tolimit executive and director pay and (ii) all advisory resolutions on executivepay other than shareholder resolutions to permit such advisory resolutions.Vote against proposals to link all executive or director variable compensationto performance goals.



State Takeover Statutes: Review on a case-by-case basis proposals to opt inor out of state takeover statutes (including control share acquisition statutes,control share cash-out statutes, freezeout provisions, fair price provisions,stakeholder laws, poison pill endorsements, severance pay and labor contractprovisions, antigreenmail provisions, and disgorgement provisions).

Reincorporation Proposals: Proposals to change a company's domicileshould be examined on a case-by-case basis.

Mergers and Acquisitions: Votes on mergers and acquisitions should beconsidered on a case-by-case basis, taking into account at least the following:anticipated financial and operating benefits; offer price (cost vs. premium);prospects of the combined companies; how the deal was negotiated; andchanges in corporate governance and their impact on shareholder rights.

Corporate Restructuring: Votes on corporate restructuring proposals,including minority squeezeouts, leveraged buyouts, spin-offs, liquidations,and asset sales should be considered on a case-by-case basis.

Spin-offs: Votes on spin-offs should be considered on a case-by-case basisdepending on the tax and regulatory advantages, planned use of saleproceeds, market focus, and managerial incentives.

Asset Sales: Votes on asset sales should be made on a case-by-case basis afterconsidering the impact on the balance sheet/working capital, value receivedfor the asset, and potential elimination of diseconomies.

Liquidations: Votes on liquidations should be made on a case-by-case basisafter reviewing management's efforts to pursue other alternatives, appraisalvalue of assets, and the compensation plan for executives managing theliquidation.

Environmental and Social Issues: Proxies involving social andenvironmental issues, not limited to those set forth below, frequently will bevoted as recommended by the Proxy Voting Service but may, in theconsideration of the Committee, be reviewed on a case-by-case basis if theCommittee believes that a particular proposal (i) could have a significantimpact on an industry or issuer (ii) is appropriate for the issuer and the costto implement would not be excessive, (iii) is appropriate for the issuer in lightof various factors such as reputational damage or litigation risk or (iv) isotherwise appropriate for the issuer.

Energy and Environment: Proposals that request companies to file theCERES Principles.



Northern Ireland: Proposals pertaining to the MacBride Principles.

Military Business: Proposals on defense issues.

Maquiladora Standards and International Operations Policies:Proposals relating to the Maquiladora Standards and internationaloperating policies.

Third World Debt Crisis: Proposals dealing with third world debt.

Equal Employment Opportunity and Discrimination: Proposalsregarding equal employment opportunities and discrimination.

Animal Rights: Proposals that deal with animal rights.

Product Integrity and Marketing: Proposals that ask companies to endtheir production of legal, but socially questionable, products.

Human Resources Issues: Proposals regarding human resources issues.

Mutual Fund Investment Advisory Agreement: Votes on mutual fundinvestment advisory agreements should be evaluated on a case-by-case basis.

Mutual Fund Fundamental Investment Restrictions: Votes onamendments to a mutual fund's fundamental investment restrictions shouldbe evaluated on a case-by-case basis.

Mutual Fund Distribution Agreements: Votes on mutual funddistribution agreements should be evaluated on a case-by-basis.

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