View Document Text
Form ADV, Part 2A Brochure
September 24, 2025
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
(800) 343-2029
(617) 482-2450
www.loomissayles.com
This brochure provides information about the qualifications and business practices of
Loomis, Sayles & Company, L.P. If you have any questions about the contents of this
brochure, please contact us at (800) 343-2029. The information in this brochure has not been
approved or verified by the United States Securities and Exchange Commission or by any
state securities authority.
Additional information about Loomis, Sayles & Company, L.P. also is available on the
SEC’s website at www.adviserinfo.sec.gov.
Material Changes
The following material changes have been made to this Form ADV, Part 2A Brochure since the last
annual amendment dated March 31, 2025:
Certain disclosures related to Wrap Fee Program/Model Delivery Programs have been updated.
Certain equity guideline conventions applicable to accounts without client-directed investment
guidelines were amended.
2
Table of Contents
Page
1. Advisory Business
4
2. Fees and Compensation
13
3. Performance-Based Fees and Side-by-Side Management
24
4. Types of Clients
26
5. Methods of Analysis, Investment Strategies and Risk of Loss
26
6. Disciplinary Information
67
7. Other Financial Industry Activities and Affiliations
67
8. Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading
71
9. Brokerage Practices
78
10. Review of Accounts
91
11. Client Referrals and Other Compensation
92
12. Custody
93
13. Investment Discretion
94
14. Voting Client Securities
103
15. Financial Information
105
16. Privacy Policy
106
17. Appendix
A-1
3
Advisory Business
Background
Loomis, Sayles & Company, L.P. (“Loomis Sayles”) has been providing investment management
services since 1926, when it was established by founders Robert H. Loomis and Ralph T. Sayles.
Loomis Sayles provides investment advisory or subadvisory services to institutional clients through
its separate account management services. In addition, Loomis Sayles provides investment advisory
or subadvisory services to a variety of investment funds (which may include, but are not limited to,
U.S. and offshore mutual funds, hedge funds, collateralized fixed income pools, collective
investment trusts, New Hampshire investment trusts and other public or private investment
companies). Loomis Sayles also provides investment advisory services in connection with certain
“wrap programs.” Finally, Loomis Sayles provides non-discretionary investment advisory and
subadvisory services to certain clients pursuant to which it provides such clients with its model
portfolios and updates thereto, and the clients will execute trades based on the model if they deem it
appropriate to do so.
As of December 31, 2024, Loomis Sayles’ total assets under management were approximately $389.3
billion, including approximately $29.78 billion managed on a non-discretionary basis and $47 billion
for which its wholly-owned subsidiary, Loomis Sayles Trust Company, LLC, serves as trustee.
Loomis Sayles’ Parent and Affiliated Companies
Loomis Sayles is a subsidiary of Natixis Investment Managers, LLC which is an indirect subsidiary
of Natixis Investment Managers (“Natixis IM”), an international asset management group based in
Paris, France, that is part of the Global Financial Services division of Groupe BPCE. Natixis IM is
wholly owned by Natixis, a French investment banking and financial services firm. Natixis is wholly
owned by BPCE, France’s second largest banking group.
Advisory Services
Separate Account Clients
Loomis Sayles provides a wide array of fixed income and equity investment management services
through separate accounts.
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.
All separate account advisory services are provided under the terms of an advisory agreement
between Loomis Sayles and the 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
most cases, advance notice is required. Loomis Sayles permits customization of an account’s
guidelines to meet the particular needs of clients, as long as the firm believes such customization will
not unduly hamper its ability to execute the strategy. Generally, clients establish their own
4
investment guidelines and restrictions for their accounts, although Loomis Sayles maintains standard
guidelines for a number of strategies that may be used without modification by clients.
Affiliated and Other Funds
In addition to the separate account services described above, Loomis Sayles provides advisory or
subadvisory services to 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 other
investment funds 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 funds
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 funds is generally included in the relevant offering documents.
Loomis Sayles also provides advisory or subadvisory services to otherwise unaffiliated mutual funds
and investment funds.
Wrap Fee Program/Model Delivery Programs
Loomis Sayles offers discretionary investment advice to “wrap fee” programs, also known as
separately managed account programs, and platforms sponsored by investment advisers, broker-
dealers and other financial service firms (“Program Sponsors”), either directly to the Program
Sponsor (“Single Contract SMA”) or the Program Sponsor’s clients (“Participants”) (“Dual Contract
SMA”) depending on the program (collectively referred to as “SMA Programs”). Loomis Sayles also
provides discretionary and non-discretionary investment advice to Program Sponsors and/or
overlay managers through model investment portfolios (“Discretionary Model Program” and “Non-
Discretionary Model Program,” respectively, and collectively referred to as the “Model Program”).
Loomis Sayles’ SMA Program and Model Program are collectively referred to as the “Managed
Account Programs”. Loomis Sayles does not act as a “sponsor” as that term is defined in
Investment Company Act Rule 3a-4 with respect to the services it provides to Managed Account
Programs.
Depending on the Managed Account Program, services provided by the Program Sponsor to the
Participants typically include manager selection, custodial services, periodic monitoring of
investment managers, performance reporting and trade execution (often without a transaction-
specific commission or charge), and investment advisory services, provided by one or more
investment managers such as Loomis Sayles, all generally for a bundled (or “wrap”) fee paid to the
Program Sponsor. Generally, Program Sponsors are primarily responsible for contact with
Participants. Program Sponsors are also responsible for reviewing their Participants’ financial
circumstances and investment objectives, and determining the suitability of a Loomis Sayles’ strategy
and the Managed Account Program for their Participants, as well as any investment restrictions
applicable to a Participant’s account, based on information provided by the Participant. Loomis
Sayles is entitled to rely on such information provided to it by the Program Sponsors.
5
In a Single Contract SMA program, Loomis Sayles enters into an investment subadvisory agreement
with a Program Sponsor under which Loomis Sayles has investment discretion to manage
Participant assets in an approved strategy. The Participant may select Loomis Sayles from among
the investment advisers that the Program Sponsor presents to the Participant. In the Dual Contract
SMA program, Loomis Sayles enters into an investment advisory agreement directly with the
Participant, and has discretion in accordance with that agreement, and the Participant also enters
into an agreement directly with the Program Sponsor. In certain Dual Contract Programs, Loomis
Sayles may also enter into an agreement with the Program Sponsor as to Loomis Sayles’ activities
and responsibilities in the Dual Contract arrangement involving that Program Sponsor.
In a Model Program, Loomis Sayles provides model portfolio advice through an agreement with
Program Sponsors and/or an overlay manager (typically another investment manager applying
investment advice to the Program assets). Loomis Sayles monitors and updates the model portfolios
on an ongoing basis and will periodically deliver such updates to the Program Sponsor or overlay
manager. Loomis Sayles has sole discretion for determining the appropriateness, diversification or
suitability of securities selected for the model portfolios. Program Sponsors or an overlay manager
will provide Participants the services described in the Program Sponsor’s or overlay manager’s
agreement with such Participants, including selection of the investment strategies based on
information provided by the Participant. Loomis Sayles does not provide customized investment
advice or recommendations to Model Program Participants. No model portfolio is customized or in
any way tailored by Loomis Sayles to reflect the personal financial circumstances or investment
objectives of any Participant.
There are two types of Model Programs. In the Non-Discretionary Model Program, the Program
Sponsor retains investment and brokerage discretion and is responsible for investment decisions and
performing many other services and functions typically handled by Loomis Sayles in a traditional
institutional account relationship. In the Discretionary Model Program, Loomis Sayles forwards
investment advice to the overlay manager designated by the Program Sponsor, who agrees to
implement the advice in client accounts taking into account any client imposed restrictions accepted
by the overlay manager. As in the Non-Discretionary Model Program, Loomis Sayles does not have
brokerage discretion in the Discretionary Model Program and thus has no authority to place orders
for the execution of transactions. However, in order to assist the Program Sponsor in implementing
the recommendations of the model portfolio, Loomis Sayles in certain instances will place orders to
buy or sell securities on the Program Sponsor’s behalf.
In the Non-Discretionary Model Program, Loomis Sayles does not consider itself to have an
advisory relationship with clients of the Program Sponsor or overlay manager. If Loomis Sayles’
Form ADV Part 2A is delivered to Program Sponsor’s model-based clients with whom Loomis
Sayles does not have an advisory relationship, or where it is not legally required to be delivered, it is
provided for informational purposes only.
Details of each Managed Account Program are set forth in the Program Sponsor’s documents
relating to the particular Managed Account Program. Depending upon the level of the wrap fee
charged by a Program Sponsor, the amount of portfolio activity in a Participant’s account, the value
of the custodial and other services that are provided under a wrap fee program and other factors, a
Participant should consider that the cost for a Managed Account Program may be more or less than
if a Participant were to purchase the investment advisory services and the investment products
separately. Participants should also understand that Loomis Sayles will not negotiate brokerage
6
commissions with the Sponsor with respect to transactions effected for a Participant’s account, since
those brokerage commissions are normally included in the wrap fee. The Sponsor 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.
Participants are encouraged to consult their own financial advisors and legal and tax professionals on
an initial and continuous basis in connection with selecting and engaging the services of an
investment manager for a particular strategy and participating in a Managed Account Program.
In the course of providing services to Managed Account Program accounts advised by a financial
advisor, Loomis Sayles generally relies on information or directions communicated by the financial
advisor acting with apparent authority on behalf of its client. Loomis Sayles reserves the right, in its
sole discretion, to reject for any reason any SMA Program Participant referred to it.
Not all Loomis Sayles’ strategies are available through Managed Account Programs, and not all
Program Sponsors offer all of Loomis Sayles’ strategies available through Managed Account
Programs. Further, the manner in which Loomis Sayles executes a strategy through a Managed
Account Program may differ from how a similar institutional strategy is executed, for example,
because of the need to adhere to the restrictions imposed by the Program Sponsor or due to the use
of affiliated commingled vehicles rather than individual securities. Depending on the strategy,
Loomis Sayles invests in a variety of securities and other investments, and employs different
investment techniques. There may be differences between the recommendations provided by
Loomis Sayles and recommendations or decisions made by Loomis Sayles for its institutional client
accounts resulting from, among other things, differences in cash availability, availability of securities,
investment restrictions, account sizes, the use of American Depositary Receipts (“ADRs”) rather
than foreign securities generally, and other factors. Guidelines associated with diversification or
exposure limits will not apply to Managed Account Program accounts with assets below the
composite’s stated minimum account size. Likewise, the performance of Loomis Sayles’ institutional
client accounts and that of Participants pursuing a similar investment strategy will differ for these
and other reasons. The performance of Managed Account Program accounts that are smaller than
its strategy’s composite minimum account size may vary from the model. Loomis Sayles may use
professional services of other third parties, including its affiliates, in servicing the Managed Account
Programs. Subject to applicable law and fiduciary obligations, Loomis Sayles will make reasonably
available to Program Sponsors and Participants certain staff knowledgeable about the services being
provided by Loomis Sayles.
Unlike most of Loomis Sayles’ other client accounts, Participant accounts generally do not generate
brokerage commissions that Loomis Sayles may use to pay for research and research services (i.e.,
soft dollars). In addition, certain Participants have entered into arrangements with broker-dealers
whereby the Participant pays a fee to such broker-dealers, and in return, these broker dealers provide
the Participant with certain investment consulting services, and the ability to trade with the broker-
dealers free of commission charges. Loomis Sayles is not required to trade with the Participant’s
broker-dealer, and Loomis Sayles may decide to not trade with the broker-dealer if it believes it can
get better execution with the broker-dealer being used for similarly managed accounts. In such
instances, the Participant will pay a commission on such transactions. As described in Allocation of
Investments or Trading Opportunities section of this ADV, when placing buy or sell orders for
client accounts, Loomis Sayles (like many large asset managers) may aggregate orders for its
institutional clients that participate in a given investment strategy. In these instances, because the
order will be placed on an aggregated basis, Loomis Sayles selects a broker-dealer to execute the
7
order based on its assessment of the selected broker-dealer’s ability to achieve best execution for the
order in the aggregate. Loomis Sayles believes that order aggregation, on balance and over time, is
likely to produce the fairest and most appropriate results for its clients (although in any particular
transaction viewed in isolation, a particular client or clients might have been advantaged if their
orders were not aggregated with those of our other institutional clients). In addition, best execution
is not simply a function of executing a trade at the lowest possible commission, but rather, it also
includes, among other things: the price at which the security is purchased or sold; the execution
capability of the broker-dealer (including its overall competitiveness, financial soundness and
reputation); the order size and depth of the market; the quantity and quality of the research
provided by the broker-dealer; the broker-dealer’s market making activities; the broker-dealer’s
willingness to enter into difficult transactions and commit their own capital; and the trading
networks (ETNs, dark pools, etc.) provided by the broker-dealer. The Loomis Trading Desks take
all of these factors into consideration when selecting broker-dealers to execute aggregated orders, in
pursuit of the overall goal of best execution.
While Managed Account Program clients do not pay soft dollars, they do benefit from the research
and research services that are used by Loomis Sayles to assist it in its investment decision-making
process, including the research and research services acquired with commissions generated by other
Loomis Sayles client accounts.
Unless Loomis Sayles specifically agrees otherwise with a Managed Account Program client, trading
and model delivery will occur after the portfolio adjustments have been implemented for Loomis
Sayles’ other discretionary client accounts in the same Investment Product. In such instances, the
Participants may trade at prices that are lower or higher than Loomis Sayles’ other client accounts.
Trading or model delivery may occur concurrently with the trading of Loomis Sayles’ other client
accounts if Loomis Sayles specifically agrees to such terms. Where the concurrent model delivery
results in the Program Sponsor executing Participants’ transactions, such transactions may compete
with similar transactions that are directed by Loomis Sayles for its non-Program client accounts in
the same or similar Investment Products at the same time, thereby possibly adversely affecting the
price, amount or other terms of the trade execution for some or all of the accounts. Any effect of
substantially contemporaneous market activities is likely to be most pronounced when the supply or
liquidity of the security is limited. Loomis Sayles may customize the contents of the model or timing
of model delivery based on the Program Sponsor’s trading capabilities as outlined in the agreement
with the sponsor or in user guides/handbooks/manuals provided to Loomis Sayles by the sponsor.
Additionally, Program Sponsors may have other explicit restrictions, limitations, or requirements
that necessitate delivery of a customized model and/or result in differences between Program
Sponsor account portfolios and Loomis Sayles’ model portfolio. Clients of the Program Sponsor
should refer to their particular documentation for additional information regarding transactions for
their account.
Non-Advisory Services
Back Office Services
Loomis Sayles and its affiliates may provide services, including legal and compliance, risk
management, finance, trade support and sales and marketing to various affiliates. Conflicts of
interest may arise in connection with an employee's knowledge arising from such services, including
holdings and trades. Such conflicts are addressed in Loomis Sayles’ Conflicts of Interest Policies
8
and Procedures and will be mitigated by the use of personal trade oversight as well as information
barriers between those who provide such services and investment decision makers at Loomis Sayles.
Loomis-Sponsored Indexes
Loomis Sayles designs, sponsors and publishes one or more indexes (each, a “Loomis Index”) for
use in portfolio benchmarking and portfolio management. These Loomis Indexes are rules-based
and maintained by an unaffiliated third party. There is no guarantee that strategies based on any of
these indexes will be successful or profitable. Indexes are unmanaged and do not permit direct
investment. Loomis Sayles does not issue, sponsor, endorse, market, offer, review or otherwise
express any opinion regarding any fund, strategy or other investment product based on, linked to or
otherwise related to any Loomis index (each, an “Index Product”). Loomis Sayles is not acting as an
investment adviser or fiduciary with respect to any Loomis Index and makes no representation
regarding the advisability of investment in any Index Product. Loomis Sayles does not guarantee
that any Index Product will accurately track any Loomis Index, or that any Index Product will
provide positive investment returns.
Educational Services
From time to time, Loomis Sayles may provide clients with educational services related to our
investment process, investment risk management practices or other investment-related topics.
In some instances, certain clients may be invited to participate in more in-depth educational
programs and training in which the client may work closely with our investment professionals over
an extended period of time to gain a greater understanding of our research process, idea generation
and trading practices.
In these cases, Loomis Sayles has taken measures to protect the confidential information of our
other clients. Recipients of these educational services are restricted from access to client specific
information and must agree to confidentiality terms that restrict the use of any confidential
information discussed. All clients participating in such educational programs are also subject to our
Code of Ethics, Insider Trading and other relevant policies and procedures.
Clients participating in extended educational programs may receive entertainment in conjunction
with the educational program. In these cases, Loomis Sayles will take the appropriate steps to
ensure compliance with regulatory restrictions placed upon us on providing gifts and entertainment
to clients. Loomis Sayles expects that participants in extended educational programs are also aware
of, and in compliance with, any company and/or regulatory restrictions placed upon them with
respect to the receipt of gifts and entertainment.
Conflicts of Interest
Various parts of this ADV discuss potential conflicts of interest that arise from our business.
Conflicts of interest arise as a result of having competing interests in the outcome of a situation. By
favoring itself, a related party or another client, Loomis Sayles may fail to act in the best interest of a
client. When assessing a potential conflict of interest, Loomis Sayles considers whether it: (1) is likely
to make a financial gain, or avoid financial loss, at the expense of the client; (2) has an interest, that
is separate and distinct from that of the Client, in the outcome of the service provided to the Client
or of a transaction carried out on behalf of the Client; (3) has a financial or other incentive to favor
9
the interest of one client or group of clients over the interests of another client or groups of clients;
or (4) receives or will receive, from a person other than the client an inducement in relation to the
service provided to the client, in the form of higher fees.
We disclose these conflicts due to the fiduciary relationship we have with our investment advisory
clients. When acting as a fiduciary, Loomis Sayles owes its investment advisory clients a duty of
loyalty. This includes the duty to address, or at minimum disclose, conflicts of interest that may exist
between different clients; between the firm and clients; or between our employees and our clients.
Where potential conflicts arise from our fiduciary activities, we will take steps to mitigate, or at least
disclose, them. Conflicts arising from fiduciary activities that we cannot avoid (or choose not to
avoid) are mitigated through written policies that we believe protect the interests of our clients as a
whole.
Loomis Sayles has adopted numerous policies and procedures that include principles and guidelines
for identifying, managing, recording and, where relevant, disclosing existing or potential conflicts
and protecting the interests of its clients. Pursuant to these policies and procedures, Loomis Sayles
and each of its employees are responsible for (1) identifying actual or potential conflicts of interest
(defined below) and reporting them to the Chief Compliance Officer, (2) discussing any questions or
concerns about possible conflicts with the Chief Compliance Officer, and (3) managing and
mitigating conflicts fairly and in accordance with applicable policies and procedures. By complying
with these rules, using robust compliance practices, we believe that we handle these conflicts
appropriately.
Loomis Sayles has reviewed its business to identify potential conflicts of interest and to establish
appropriate policies and procedures to manage those conflicts. Recognizing that it is impossible to
anticipate all potential conflicts, the list below provides examples of the identified permanent
conflicts of which the firm’s staff is aware, along with a brief explanation of the firm’s arrangements
for mitigating and managing the risk of such conflicts:
• Sales and Marketing - Employees may use inaccurate and/or misleading materials to attract
new clients to or retain existing clients with Loomis Sayles. To manage this potential conflict,
Loomis Sayles has implemented Advertising and Marketing Policies and Procedures that are
designed to reasonably ensure that all communications to clients, prospective clients and
consultants comply with the regulatory requirements applicable to such communications.
These procedures set forth the general standards and specific legal requirements that govern
the firm’s sales and marketing efforts, and they provide for the legal review of all such
communications before they are used with prospective and existing clients of Loomis Sayles.
In addition, Loomis Sayles uses an automated review system to process materials for quality
control and review by the Loomis Sayles Legal and Compliance Department.
• Affiliated Trading – Loomis Sayles’ traders could favor Natixis broker-dealers in a way that
may not be in the best interest of Loomis Sayles’ clients. To manage this potential conflict,
as a policy matter, the Loomis Sayles traders are prohibited from trading with the firm’s
affiliated broker-dealers.
• Soft Dollars - Loomis Sayles may use clients’ commissions to offset costs that Loomis Sayles
would otherwise incur directly such as research, computers, travel expenses, etc. To manage
this potential conflict, Loomis Sayles’ soft dollar policies and procedures require all soft
10
dollar services to be Section 28(e) eligible, and the Chief Compliance Officer formally
approves all new third-party soft dollar services.
• Errors – Loomis Sayles corrects trading errors and investment guideline violations affecting
client accounts in a fair and timely manner, and in such a way that the client will not suffer a
loss. Ultimately, however, we decide whether an incident is an error that requires
compensation. Also, in certain circumstances, correcting an error may require the firm to
take ownership of securities in its own error account, and the disposition of those securities
may create a gain in the firm’s error account. To manage potential conflicts concerning such
errors, we have implemented trade error and investment guideline breach policies and
procedures, and the resolution of all such errors has to be approved by the Chief
Compliance Officer or designee thereof.
• Relationships with Broker-Dealers - Traders could have relationships with broker-dealers
that may provide an incentive to trade with such broker-dealers in a manner that is not in
our clients’ best interest. To manage this potential conflict, Loomis Sayles has implemented
an annual certification requirement whereby traders must disclose any and all personal or
familial relationships with broker-dealers which could present the trader or Loomis Sayles
with a conflict of interest. In addition, traders are required to acknowledge that they have
read, understand and have complied with Loomis Sayles’ policies and procedures with
respect to gifts and business entertainment.
• Gifts and Entertainment - Frequent or inappropriate gifts to Loomis Sayles employees from,
or lavish entertainment of employees by, or employee affiliations with, vendors, service
providers or intermediaries (among others) could prompt questions as to whether
recommendations are based on such relationships rather than on the interests of the client.
To manage this potential conflict, Loomis Sayles’ Gifts and Entertainment Policies and
Procedures govern personal conduct issues such as these, and require certain reporting by
employees that is intended to help the Loomis Sayles Legal and Compliance Department
identify matters that could give rise to a conflict.
• Allocation of Investment Opportunities - Portfolio managers may attempt to allocate
investments in a manner that does not treat all clients fairly and equitably. To manage this
potential conflict, Loomis Sayles has implemented Trade Aggregation and Allocation
Policies and Procedures, pursuant to which, Loomis Sayles’ policy is to allocate purchase and
sale opportunities among its clients’ accounts in a fair and equitable manner over time. The
Loomis Sayles Legal and Compliance Department utilizes various oversight capabilities to
monitor allocations that have the highest degree of risk such as those of the firm’s hedge
funds.
• Side-By-Side Management - The performance fees paid by the hedge funds may cause their
investment teams to give preferential treatment to such funds in terms of the allocation of
investment opportunities, or may cause the hedge funds to front-run the trading activities of
the long-only accounts. To manage this potential conflict, Loomis Sayles’ policies and
procedures identify and address the potential conflicts of interest (e.g., aggregation and
allocation of orders, cross trading, pricing of securities, front running, etc.) when managing
hedge funds side-by-side with long-only accounts. The Legal and Compliance Department
11
utilizes several daily automated exception reports to oversee the hedge funds’ compliance
with such policies and procedures. Finally, external auditors are engaged periodically to
conduct an internal audit on the fixed income trade aggregation and allocation processes,
with a specific focus on determining whether the hedge funds, other performance fee
accounts, and high profile funds are receiving preferential treatment with respect to
investment opportunities or front running long-only accounts. They also audit for
compliance with trade aggregation and allocation policies and procedures.
• Cross Trading - Loomis Sayles may cross securities among client accounts in a manner
which is not in the best interest of all accounts involved. As a policy matter, Loomis Sayles
will not knowingly or intentionally effect transactions between client accounts, and the
Loomis Sayles Legal and Compliance Department has implemented various automated
reports to prevent or detect the crossing of securities among client accounts. Any
exceptions to this policy must receive the prior approval of the Loomis Sayles Legal and
Compliance Department.
• Allocating Fund Brokerage Based Upon Fund Sales - Loomis traders may direct client
transactions to broker-dealers for purposes of rewarding them for selling shares of the
Loomis/Natixis funds, and such transactions may not achieve best execution. To manage
this potential conflict, Loomis Sayles’ policies and procedures prohibit its traders from
directing transactions to broker-dealers in reciprocation for said broker-dealers’ efforts to
sell shares of the funds to their clients. Furthermore, as a procedural matter, the Loomis
Sayles traders are not provided with broker-dealers’ funds sales activities.
• Personal Trading - Loomis Sayles’ employees may conduct their personal dealings in a
manner that is not in the best interests of the clients of Loomis Sayles. To manage this
potential conflict, Loomis Sayles has implemented a Code of Ethics (“Code”) which
contains restrictions that 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.
Loomis Sayles employees agree in writing to abide by the Code as a condition of
employment. Under the Code, employees carrying out personal securities transactions must
generally ensure that they are not (1) benefiting from their personal investments at the
expense of any Loomis Sayles client or (2) taking advantage of or “trading on” knowledge of
the market impact of client transactions, and the Loomis Sayles Legal and Compliance
Department utilizes various automated systems to monitor compliance with the Code.
• Outside Business Interests - Loomis Sayles’ employees may engage in outside activities that
conflict with the best interests of Loomis Sayles and/or its clients. To manage this potential
conflict, the Code provides that no employees of Loomis Sayles may serve on the board of
directors of any publicly traded company. Additionally, no employee of Loomis Sayles may
accept any other service, employment, engagement, connection, association, or affiliation in
or with any enterprise, business or otherwise absent prior written approval by the supervisor
of said employee and the Loomis Sayles Chief Compliance Officer, or a designee thereof.
• Securities Valuation. The fees we charge our own clients and the performance of our
products are based upon the value of our clients’ portfolios. Loomis Sayles has the authority
to determine the value of securities that are difficult to price (i.e., those that require a fair
12
valuation determination), and in such cases there is an incentive to select a higher price for
those securities, when a lower price would be more reasonable. To mitigate that potential
conflict, our Securities Pricing Policies and Procedures require our pricing personnel to
follow specific steps when determining the fair value of a security, and portfolio managers
that own the security in client accounts are not permitted to vote on the fair valuation of the
security. Finally, the pricing staff personnel are overseen by our Pricing Committee that is
chaired by the firm’s Chief Compliance Officer.
Depending on circumstances, Loomis Sayles may use a number of administrative and organizational
arrangements to mitigate any actual or potential conflicts, including: (1) functional independence and
separate supervision of relevant employees whose main functions involve carrying out activities or
providing services for clients whose interests may conflict, or otherwise representing interests that
may conflict. For example, with limited exceptions due to the complexities of the various workflows
within the fixed income trading room, the permissioning provided in the firm’s trading and
settlements systems is such that only portfolio managers/portfolio specialists can create a trade
order; only traders can execute a trade order; and only the operations staff can settle executed trades.
These access controls and the separate oversight thereof deter portfolio managers, traders and
operations staff from correcting or hiding their errors; and (2) periodic training of employees on
potential conflicts of interests and the firm’s mechanisms to mitigate such conflicts.
Fees and Compensation
Standard Fees
Loomis Sayles’ advisory fees are set forth in each client’s advisory agreement. In general, Loomis
Sayles’ advisory fees are based on its standard fee schedule 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.
Loomis Sayles’ current standard fee schedule is set forth at the end of this section. 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. The standard fee
schedule may be modified from time to time. The client’s advisory agreement generally dictates if
Loomis Sayles’ values or the client’s custodian’s values will be used for fee calculations. Where
Loomis Sayles’ values are used in determining the fee calculation, certain securities may be fair
valued in accordance with the firm’s Securities Pricing Policies and Procedures.
Most advisory fees are generally paid quarterly in arrears and billed to the client, although there are
some exceptions. Certain clients pay fees monthly, semi-annually or annually, and a few clients pay
fees up to three months in advance. Prepaid advisory fees covering any period after a client’s
advisory agreement is terminated are refunded to the client after pro rating the fee for the partial
period. Loomis Sayles does not deduct fees from client accounts, although Loomis Sayles advises
some investment funds from which fees are deducted by the relevant custodian.
13
Performance Fees
Loomis Sayles may agree to charge a performance fee (i.e., 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 acceptable to the client and permitted under applicable laws and
regulations. Please see “Performance-Based Fees and Side-by-Side Management” below for more
information about performance fees.
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.
Brokerage and Other Costs
Clients incur brokerage and other transaction costs which are in addition to any advisory fees.
Please see “Brokerage Practices” for more information about these costs.
Affiliated and Other Funds
Loomis Sayles or its affiliates may recommend to clients, or Loomis Sayles may invest for client
accounts in, various investment funds 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 and for which Loomis Sayles and/or its affiliates collect asset-based or other
fees. Such investment funds may include, but are not limited to, mutual funds, hedge funds,
collateralized fixed income pools, collective investment trusts and other public or private investment
companies. Broker-dealers affiliated with Loomis Sayles (“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
for such funds. Please see “Other Financial Industry Activities and Affiliations” for more
information.
Fees for Managed Account Program Clients
Loomis Sayles is retained by certain clients under Managed Account Programs (also known as wrap
fee programs) offered by a third party sponsor, where the sponsor may: (1) recommend retention of
Loomis Sayles as investment adviser; (2) pay Loomis Sayles’s investment advisory fee on behalf of
the client; (3) monitor and evaluate Loomis Sayles’s performance; (4) execute the client's portfolio
transactions without commission charge (in the case of transactions with such broker/dealer
sponsors); and (5) provide custodial services for the client's assets, or provide any combination of
these or other services, all for a single fee paid by the client to the Program Sponsor. Loomis Sayles
is compensated in one of two ways. In most programs, the client pays a single fee to the sponsor, of
which a percentage is payable to Loomis Sayles for its investment advisory services. Fees,
investment minimums, and other features of these programs vary, and are described in each
Program Sponsor’s disclosure brochure. In other programs, Loomis Sayles enters into separate
agreements with clients. Clients pay compensation separately to Loomis Sayles as well as to the
14
Program Sponsor for its services, which may include preparing an investment policy statement,
considering an appropriate asset allocation, and providing account statements, among others.
As a fiduciary, Loomis Sayles seeks to place trades in a manner that is consistent with its obligation
to seek most favorable price and execution under the circumstances (“best execution”). Based on
our trading experience over time, best execution is typically provided by third party dealers for the
municipal bond and other fixed income strategies utilized by Loomis Sayles. As a result, Loomis
Sayles executes virtually all trades away from the Program Sponsor or the Program Sponsor’s
broker-dealer affiliate. In such cases, clients generally incur transaction costs that are in addition to
the Managed Account Program fee. These costs, which are in the form of markups or markdowns
that are embedded in the net purchase or sale price of the security, are difficult to quantify because
they are not separately disclosed by the executing dealer.
Participants may wish to evaluate whether the Managed Account Program fee structure is
appropriate for them in light of the additional charges from the trades done away from the Program
Sponsor and/or the Program Sponsor’s broker-dealer affiliate, and are encouraged to review the
Program Sponsor’s program brochure regarding possible alternative fee structures in which trading
is not included but charged separately on a transaction by transaction basis.
Wrap fees are typically paid quarterly, in advance, to the Program Sponsor. Loomis Sayles receives a
portion of this fee as compensation for investment advice it provides to Participants that typically
ranges from 0.20% to 0.30% of the Participant’s assets under management.
Standard Fee Schedule
The standard fee schedule for Loomis Sayles’ separate accounts is set forth below.
Generally, fees are calculated as a percentage of assets under management (including accrued
income, cash and cash equivalents). All fees shown below 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 below 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 below. This fee schedule may be modified from time to time.
STANDARD FEE SCHEDULES - FIXED INCOME SEPARATE ACCOUNTS
Multisector Full Discretion
Investment Grade Corporate/Credit Bond
Investment Grade Intermediate Corporate Bond
Investment Grade Securitized Credit
0.32% on the first $50 million
0.25% on the next $50 million
0.20% on value over $100 million
Minimum account size: $50 million
Minimum annual fee: $160,000
0.50% on the first $20 million
0.40% on the next $30 million
0.30% on value over $50 million
Minimum account size: $50 million
Minimum annual fee: $220,000
15
Short Duration Fixed Income
High Yield Securitized Credit
Global High Yield
Global High Yield Full Discretion
0.50% on total value
Minimum account size: $50 million
Minimum annual fee: $250,000
0.24% on the first $50 million
0.20% on the next $50 million
0.15% on value over $100 million
Minimum account size: $50 million
Minimum annual fee: $120,000
Strategic Alpha
Agency MBS
Core Fixed Income
0.47% on the first $100 million
0.40% on value over $100 million
Minimum account size: $100 million
Minimum annual fee: $470,000
0.29% on the first $50 million
0.25% on the next $50 million
0.18% on value over $100 million
Minimum account size: $50 million
Minimum annual fee: $145,000
Multisector Credit
Core Securitized
Global Investment Grade Securitized
Core Plus Fixed Income
0.45% on the first $50 million
0.30% on the value over $50 million
Minimum account size: $50 million
Minimum annual fee: $225,000
Long Duration Credit
Long Duration Corporate Bond
Long Duration Government/Credit
0.34% on the first $50 million
0.30% on the next $50 million
0.25% on value over $100 million
Minimum account size: $50 million
Minimum annual fee: $170,000
Core Plus Full Discretion
0.30% on the first $100 million
0.25% on the next $50 million
0.20% on the value over $150 million
Minimum account size: $50 million
Minimum annual fee: $150,000
Senior Floating Rate and Fixed Income
0.40% on the first $20 million
0.30% on the next $80 million
0.20% on value over $100 million
Minimum account size: $50 million
Minimum annual fee: $170,000
High Yield Conservative
High Yield Full Discretion
0.50% on the first $100 million
0.40% on the value over $100 million
Minimum account size: $100 million
Minimum annual fee: $500,000
Senior Loan
0.47% on total value
Minimum account size: $50 million
Minimum annual fee: $235,000
US High Yield
0.45% on the first $100 million
0.40% on the value over $100 million
Minimum account size: $50 million
Minimum annual fee: $225,000
0.47% on the first $100 million
0.40% on value over $100 million
Minimum account size: $50 million
Minimum annual fee: $235,000
LLC Minimum account size: $5 million
LLC Minimum annual fee: $23,500
(Bank loan asset class may also be a component
of a broader based portfolio. In that case, the
16
Intermediate Core Disciplined Alpha
Core Disciplined Alpha
fee schedule will generally be the fee schedule
applicable to the overall portfolio and not the
Bank Loans schedule shown immediately above.)
Global Disciplined Alpha
0.29% on the first $50 million
0.25% on the next $50 million
0.20% on the next $100 million
0.18% on value over $200 million
Minimum account size: $50 million
Minimum annual fee: $145,000
0.325% on the first $100 million
0.20% on the value over $100 million
Minimum account size: $100 million
Minimum annual fee: $325,000
Global Debt Unconstrained
0.50% on the first $50 million
0.40% on the next $50 million
0.30% on value over $100 million
Minimum account size: $50 million
Minimum annual fee: $250,000
Long Duration Disciplined Alpha
Corporate Disciplined Alpha
Long Corporate Disciplined Alpha
Intermediate Credit Disciplined Alpha
Credit Disciplined Alpha
Long Credit Disciplined Alpha
Emerging Markets Short Duration Credit
0.30% on the first $50 million
0.25% on the next $50 million
0.20% on the value over $100 million
Minimum account size: $50 million
Minimum annual fee: $150,000
0.45% on the first $100 million
0.35% on the next $400 million
0.30% on value over $500 million
Minimum account size: $30 million
Minimum annual fee: $135,000
Global Credit
Global Corporate
Global Bond
World Credit Asset
Tactical Credit Asset Opportunities
0.50% on total value
Minimum account size: $100 million
Minimum annual fee: $500,000
0.40% on the first $50 million
0.30% on the next $50 million
0.20% on the value over $100 million
Minimum account size: $50 million
Minimum annual fee: $200,000
Custom LDI
Asia Bond Plus
Emerging Markets Corporate Debt
Emerging Markets Debt Local Currency
Emerging Markets Debt Blended Total Return
0.35% on the first $75 million
0.30% on the next $75 million
0.25% on the value over $150 million
Minimum account size: $75 million
Minimum annual fee: $262,500
Medium Duration Municipal Bond
0.65% on the first $25 million
0.55% on the next $25 million
0.45% on the next $50 million
0.40% on value over $100 million
Minimum account size: $30 million
Minimum annual fee: $190,000
0.32% on the first $10 million
0.28% on the next $40 million
0.24% on the next $200 million
0.20% on the value over $250 million
Minimum account size: $5 million
Minimum annual fee: $16,000
17
Active U.S. Treasury
Tactical U.S. Treasury
Intermediate Duration Municipal Bond
3-15 Year National Municipal Bond
0.15% on the first $100 million
0.10% on the value over $100 million
Minimum account size: $50 million
Minimum annual fee: $75,000
Credit Asset
0.32% on the first $10 million
0.28% on the next $20 million
0.24% on the next $20 million
0.20% on the next $200 million
0.16% on the value over $250 million
Minimum account size: $5 million
Minimum annual fee: $16,000
Flexible Income
0.45% on total value
Minimum account size: $100 million
Minimum annual fee: $450,000
Global Multi-Asset Income
0.45% on the total value
Minimum account size: $50 million
Minimum annual fee: $225,000
Euro Investment Grade Credit
Sustainable Euro Investment Grade Credit
0.55% on the first $100 million
0.45% on the next $100 million
0.40% on the value over $200 million
Minimum account size: $100 million
Minimum annual fee: $550,000
Intermediate Duration Fixed Income
0.29% on the first €250 million
0.25% on the next €250 million
0.225% on the value over €500 million
Minimum account size: €250 million
Minimum annual fee: €725,000
Euro High Yield Credit
Sustainable Euro High Yield Credit
0.29% on the first $50 million
0.25% on the next $50 million
0.20% on value over $100 million
Minimum account size: $50 million
Minimum annual fee: $145,000
Short Duration Municipal Bond
0.50% on the first €100 million
0.45% on the value over €100 million
Minimum account size: €100 million
Minimum annual fee: €500,000
0.28% on the first $30 million
0.24% on the next $20 million
0.20% on the next $200 million
0.16% on the value over $250 million
Minimum account size: $5 million
Minimum annual fee: $14,000
18
STANDARD FEE SCHEDULES – EQUITY SEPARATE ACCOUNTS
Large Cap Growth
Small Cap Value
1.00% on the first $10 million
0.80% on the next $20 million
0.60% on value over $30 million
Minimum account size: $10 million
Minimum annual fee: $100,000
0.575% on the first $20 million
0.50% on the next $30 million
0.45% on the next $50 million
0.40% on value over $100 million
Minimum account size: $20 million
Minimum annual fee: $115,000
Small Cap Growth*
Global Growth
1.00% on the first $20 million
0.85% on the next $30 million
0.75% on the next $50 million
0.70% on value over $100 million
Minimum account size: $20 million
Minimum annual fee: $200,000
0.75% on the first $50 million
0.60% on the next $50 million
0.55% on the next $150 million
0.50% on value over $250 million
Minimum account size $20 million
Minimum annual fee: $150,000
Mid Cap Growth
All Cap Growth
0.75% on the first $20 million
0.70% on the next $30 million
0.60% on the next $50 million
0.55% on value over $100 million
Minimum account size: $20 million
Minimum annual fee: $150,000
0.675% on the first $20 million
0.60% on the next $30 million
0.55% on the next $50 million
0.50% on the next $100 million
0.45% on the value over $200 million
Minimum account size: $20 million
Minimum annual fee: $135,000
Small/Mid Cap Growth
International Growth
0.90% on the first $20 million
0.80% on the next $30 million
0.70% on the next $50 million
0.65% on value over $100 million
Minimum account size: $20 million
Minimum annual fee: $180,000
0.80% on the first $25 million
0.75% on the next $25 million
0.60% on the next $150 million
0.55% on value over $200 million
Minimum account size $20 million
Minimum annual fee: $160,000
Global Equity Opportunities
Small/Mid Cap Core
0.75% on the first $10 million
0.60% on the next $40 million
0.55% on the next $50 million
0.50% on the next $100 million
0.40% on value over $200 million
Minimum account size: $20 million
Minimum annual fee: $135,000
0.90% on the first $10 million
0.80% on the next $20 million
0.70% on the next $20 million
0.60% on value over $50 million
Minimum account size: $10 million
Minimum annual fee: $90,000
19
Emerging Markets Equity
Global Allocation
0.55% on the first $100 million
0.45% on the next $100 million
0.40% on the value over $200 million
Minimum account size: $100 million
Minimum annual fee: $550,000
0.95% on the first $50 million
0.85% on the next $200 million
0.80% on the value over $250 million
Minimum account size: $20 million
Minimum annual fee: $190,000
*These strategies are currently closed to new separate account business.
20
STANDARD FEE SCHEDULES – FIXED INCOME COLLECTIVE INVESTMENT
TRUSTS
Emerging Markets Corporate Debt
Core Plus Fixed Income
0.45% on the first $10 million
0.35% on the next $10 million
0.25% on value over $20 million
Minimum account size: $5 million
0.65% on the first $25 million
0.55% on the next $25 million
0.45% on the next $50 million
0.40% on value over $100 million
Minimum account size: $5 million
Investment Grade Bond
Core Plus Full Discretion
World Credit Asset
0.50% on total value
Minimum account size: $5 million
High Yield Conservative
0.45% on the first $10 million
0.35% on the next $10 million
0.25% on the next $100 million
0.20% on value over $120 million
Minimum account size: $5 million
0.47% on total value
Minimum account size: $5 million
Multisector Full Discretion
Core Disciplined Alpha
0.57% on the first $15 million
0.45% on the next $15 million
0.30% on value over $30 million
Minimum account size: $5 million
0.30% on the first $10 million
0.25% on the next $40 million
0.20% on the next $50 million
0.18% on value over $100 million
Minimum account size: $5 million
Global
International Bond USD Hedged
Long Corporate Disciplined Alpha
0.50% on the first $10 million
0.30% on the next $65 million
0.20% on the balance over $75 million
Minimum account size: $5 million
0.25% on the first $150 million
0.20% on value over $150 million
Minimum account size: $5 million
Core Fixed Income
U.S. High Yield Bond
0.45% on the first $50 million
0.40% on the value over $50 million
Minimum account size: $5 million
0.35% on the first $5 million
0.225% on the next $45 million
0.18% on value over $50 million
Minimum account size: $5 million
Intermediate Duration Fixed Income
0.35% on the first $5 million
0.25% on the next $45 million
0.20% on value over $50 million
Minimum account size: $5 million
21
STANDARD FEE SCHEDULES – EQUITY COLLECTIVE INVESTMENT TRUSTS
All Cap Growth
Small/Mid Cap Growth
0.85% on first $10 million
0.80% on the next $10 million
0.70% on the next $30 million
0.65% on the value over $50 million
Minimum account size: $5 million
0.775% on the first $10 million
0.60% on the next $10 million
0.55% on the next $80 million
0.50% on the next $100 million
0.45% on value over $200 million
Minimum account size: $5 million
Small Cap Growth
Large Cap Growth
0.95% on the first $10 million
0.90% on the next $10 million
0.80% on the next $30 million
0.70% on the value over $50 million
Minimum account size: $5 million
0.65% on the first $10 million
0.50% on the next $10 million
0.45% on the next $80 million
0.40% on the value over $100 million
Minimum account size: $5 million
Small/Mid Cap Core
Global Growth
0.90% on the first $10 million
0.75% on the next $40 million
0.60% on value over $50 million
Minimum account size: $5 million
0.85% on the first $10 million
0.75% on the next $10 million
0.60% on the next $30 million
0.55% on the next $200 million
0.50% on value over $250 million
Minimum account size: $5 million
STANDARD FEE SCHEDULES – NEW HAMPSHIRE INVESTMENT TRUSTS
Investment Grade Corporate Bond
Intermediate Duration Fixed Income
Investment Grade Securitized Credit
Multisector Full Discretion
Investment Grade Intermediate Corporate Bond
0.57% on the first $15 million
0.45% on the next $15 million
0.30% on value over $30 million
Minimum account size: $5 million
0.35% on the first $5 million
0.25% on the next $45 million
0.20% on value over $50 million
Minimum account size: $5 million
Agency MBS
Agency MBS Constrained
Core Fixed Income
Long Duration Credit
Long Duration Corporate Bond
Long Duration Government/Credit
0.25% on the first $150 million
0.20% on the value over $150 million
Minimum account size: $5 million
0.35% on the first $5 million
0.225% on the next $45 million
0.18% on value over $50 million
Minimum account size: $5 million
22
Dynamic Fixed Income
Emerging Markets Debt Blended Total Return
Emerging Markets Corporate Debt
0.40% on the total value
Minimum account size: $5 million
World Credit Asset
0.65% on the first $25 million
0.55% on the next $25 million
0.45% on the next $50 million
0.40% on value over $100 million
Minimum account size: $5 million
0.50% on value of account
Minimum account size: $5 million
High Yield Full Discretion
U.S. High Yield Bond
0.47% on total value
Minimum account size: $5 million
0.45% on the first $50 million
0.40% on the value over $50 million
Minimum account size: $5 million
Credit Asset
0.45% on value of account
Minimum account size: $5 million
World Bond
Global Fixed Income
Global Bond USD Hedged
Global Corporate
Core Disciplined Alpha
0.50% on the first $10 million
0.30% on the next $65 million
0.20% on the balance over $75 million
Minimum size: $5 million
0.30% on the first $10 million
0.25% on the next $40 million
0.20% on the next $50 million
0.18% on value over $100 million
Minimum account size: $5 million
Short Duration Fixed Income
Strategic Alpha
0.60% on the first $20 million
0.50% on the next $30 million
0.40% on value over $50 million
Minimum account size: $5 million
0.30% on the first $10 million
0.25% on the next $10 million
0.20% on the next $30 million
0.15% on value over $50 million
Minimum account size: $5 million
Global Equity Opportunities
SRI Core Plus Fixed Income
Core Plus Fixed Income
0.70% on the first $10 million
0.60% on the next $40 million
0.50% on the next $150 million
0.40% on value over $200 million
Minimum account size: $5 million
0.45% on the first $10 million
0.35% on the next $10 million
0.25% on value over $20 million
Minimum account size: $5 million
Core Plus Full Discretion
U.S. Treasury STRIPS
0.05% on the total value
Minimum account size: $5 million
0.45% on the first $10 million
0.35% on the next $10 million
0.25% on the next $100 million
0.20% on value over $120 million
Minimum account size: $5 million
23
International Equity
Emerging Markets Equity
0.95% on the first $25 million
0.85% on the next $75 million
0.80% on value over $100 million
Minimum account size: $5 million
0.90% on the first $5 million
0.80% on the next $5 million
0.75% on the next $15 million
0.60% on the next $125 million
0.55% on value over $150 million
Minimum account size: $5 million
Mid Cap Growth
0.75% on the first $10 million
0.70% on the next $10 million
0.60% on the next $30 million
0.55% on value over $50 million
Minimum account size: $5 million
Performance-Based Fees and Side-by-Side Management
Performance Fees
Loomis Sayles may charge a performance fee (i.e., 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 acceptable to the client and permitted under applicable laws and regulations.
However, most Loomis Sayles clients pay advisory fees based on assets under management without
a performance fee component.
Side-by-Side Management and Conflicts
Having both asset-based and performance-based fees in the same strategy may create conflicts of
interests, as there may be an incentive to favor accounts whose fee is based on good performance.
Loomis has adopted the following policies and procedures to address this conflict.
Particular Conflicts of Interest Associated with Hedge Funds
Loomis Sayles may make recommendations and take action with respect to a particular client’s
account that may be the same as or may differ from the recommendations made or the timing or
nature of the action taken with respect to other client accounts. For example, a hedge fund may
generally have greater 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 the hedge fund will not be identical to those for non-
hedge fund client accounts that invest in the same types of securities. In fact, such investment
decisions may even 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, and this
may have an impact on the securities being purchased or that are held long for such client accounts.
24
Hedge funds generally use a more diverse array of investment tools and techniques than most other
investment strategies, including the use of short sales, leverage and a wide range of derivative
instruments. Hedge funds also typically have significantly different investment objectives, strategies,
time horizons and risk profiles and different tax and other considerations from long-only accounts,
and they typically pursue absolute returns versus long-only accounts that typically measure
performance against a specific index or benchmark. Finally, hedge funds often provide investors
with limited redemption opportunities that require significant advance notice, so they tend to have
less need for portfolio liquidity.
From time to time, Loomis Sayles or a related person may act as general partner, portfolio manager,
or perform a similar function for partnerships or other vehicles, including hedge funds in which
Loomis Sayles’ clients may be solicited to invest. Certain aspects of such funds’ 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. The portfolio managers of hedge funds receive a percentage of the performance fee paid to
Loomis Sayles. As a result, these portfolio managers have an economic incentive to favor hedge
funds over other accounts they manage. 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.
Loomis Sayles seeks to manage conflicts associated with side-by-side management of client accounts
through a requirement that the firm’s policies and procedures regarding broker selection, trade
aggregation and allocation, trade errors, cross trading, soft dollars, and pricing all apply equally to the
management of hedge funds and long-only accounts. In addition, there is enhanced oversight
performed by the Loomis Sayles Legal and Compliance Department over the trading by hedge fund
portfolio managers to confirm that they are allocating investment opportunities in a fair and
equitable manner over time, and that they are not front-running the purchase and sale transactions
of their long only accounts. There is also oversight of the hedge fund portfolio managers’ rationale
for maintaining simultaneous long and short positions in the same security in different accounts or
for transactions that appear to be an appropriate investment but are not executed concurrently in a
portfolio manager’s hedge fund and long-only accounts. While the procedures used to manage these
conflicts differ depending upon the specific risks presented, all are designed to guard against
intentionally favoring one account over another.
Cross Trading, Brokerage Allocation and Securities Pricing
Loomis Sayles will not knowingly or intentionally cross securities among hedge funds and long-only
accounts unless the transaction is approved in advance by Loomis Sayles’ Chief Compliance Officer.
In addition, brokerage allocation and securities pricing is handled in the same manner for hedge
funds as it is for long-only accounts.
25
Types of Clients
Types of Clients
Loomis Sayles provides investment advisory or subadvisory services to a wide variety of institutional
clients, including public funds, endowments, pension plans, Taft-Hartley plans, corporations,
foundations, and insurance companies. Loomis Sayles also serves as advisor or subadviser to a
variety of investment funds which may include, but are not limited to, U.S. and offshore mutual
funds, hedge funds, collective investment trusts, New Hampshire investment trusts, collateralized
pools and other public or private investment companies. Some of these investment funds may be
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 advisory services in connection with certain Managed Account Programs. As described
above under “Advisory Services,” Loomis Sayles offers discretionary investment advice to separately
managed account or “wrap fee” programs and platforms sponsored by investment advisers, broker-
dealers and other financial service firms, either directly to the Program Sponsor or the Participants
depending on the program. Loomis Sayles also provides discretionary and non-discretionary
investment advice to Program Sponsors and/or overlay managers through model investment
portfolios.
Account Requirements
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 (see
the “Standard Fee Schedule” above). The account minimums or minimum annual fees may,
however, be subject to waiver or negotiation. Funds, other investment pools and Managed Account
Program accounts have their own investment requirements.
Loomis Sayles will not accept an account from any investor whose investment objectives or
guidelines are inconsistent with Loomis Sayles’ philosophy and investment approach.
Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis, Sources of Information and Investment Strategies
The overall investment philosophy of Loomis Sayles is based on the premise that our disciplined,
research-based investment strategies can identify market inefficiencies that can lead to consistent
outperformance of benchmarks.
Fixed Income - General
We believe that bond markets are not efficient, often mispricing risk and overreacting to news,
corporate and market events, and technical supply and demand factors. These inefficiencies may
provide investors the opportunity to generate risk-adjusted performance in excess of traditional
market benchmarks. We believe that the combination of fundamental and quantitative research
offers the best approach to identifying attractive investment opportunities. Successful strategy
26
development, portfolio construction and investment implementation are best achieved through our
specialized and disciplined team collaboration. In addition, a consistent application of our value-
driven investment approach enables us to capitalize on the unique opportunities of any set of market
conditions.
We believe intensive bottom-up investment analysis combined with a clear macroeconomic and
market perspective is the best way to deliver excellent performance. Our portfolios are constructed
by small, focused portfolio management teams supported by extensive economic, market, sector,
issuer, security, trading and quantitative analysis.
Macro Strategies Team. An analysis of the global macroeconomic outlook is an essential element
of our investment process. We develop our top-down perspective through the research efforts of
our Macro Strategies team. The team provides deep research and views on global economies and
markets, with base, upside and downside forecasts for most every major asset class as well as
currencies and rates. Members of the Macro Strategies team are in near constant communication
with investment teams to share insights, discuss portfolio positioning and develop the market
outlooks. Sovereign Analysts on the team follow and assign credit ratings to countries across the
globe as well as follow the “VCT” process developed within macro strategies, which stands for
“valuation, cyclical and technicals.” For each country under coverage, analysts seek to determine the
macro variables that are driving relative value. They do this through a combination of quantitative
and qualitative metrics. Classic cyclical analysis of the macroeconomic environment helps determine
why there might be a deviation from fair value and the possible catalysts for mean reversion.
Technicals are analyzed to understand what factors, including positioning or investor expectations
might be impacting markets. In addition, analysts often travel to visit central banks and other local
institutions to uncover deeper perspectives.
Through collaboration with the Applied Integrated Quant (Applied IQ) team, the forecasts from the
Macro Strategies team can be overlaid on our investment teams’ portfolios to examine potential
portfolio return but also serve as a forward-looking view on portfolio risk to complement the
typically backward-looking bias of any purely quantitative risk framework. In this way, the Macro
Strategies team’s efforts are a critical input to our investment teams as they serve as one common
framework for both relative value and risk.
Sector Teams. Deep perspectives on sector opportunities and risks are developed by sector teams
through the collaborative effort of research analysts, traders, strategists and portfolio managers.
Research analysts share views on countries, sectors, industries, issuers and issues. The traders add
market intelligence on pricing, positioning and liquidity, providing product teams (described below)
with a broad view of potential opportunities. The teams serve as a key partner and input to our
Macro Strategies team as they help shape the sector view as well as the overall macro view.
Product Teams. Product teams are small groups of portfolio managers and strategists focused on
strategy development and implementation for similar portfolios. Key investment themes are
developed reflective of the macro perspective and sector teams’ assessments. Applied IQ tools assist
portfolio managers in constructing portfolios. The portfolio construction process seeks to maximize
risk-aware performance for our clients.
Credit Research. Our dedicated credit research group offers broad and in-depth coverage across
the corporate and municipal debt universe. This includes approximately 2,250 corporate credits
27
(both investment grade and speculative grade, including bank loans) globally, including both
developed and emerging markets. Our credit analysts typically cover more than one industry, and
the debt-issuing companies within them. On average, each senior credit analyst generally follows
approximately 60 credits. The analysts’ primary function is to identify attractive – and unattractive –
debt investment opportunities within their respective coverage universe. The analysts do this by
performing rigorous fundamental research to develop an assessment of the creditworthiness of the
issuers under their coverage. Incorporating their credit opinions as well as the relative valuation of
those issuers’ debt securities, the credit analysts provide recommendations to the portfolio managers
to help them make investment decisions.
Analysts extract information from issuer filings and releases, industry trade periodicals, financial
news publications, specialist data services, and economic and political consulting groups. They also
communicate with the major credit rating agencies to understand the reasoning behind their ratings
and have considerable access to Wall Street research publications and sell-side analysts. These
resources serve primarily as complementary sources of market information to the research group’s
own efforts. External information becomes part of the knowledge base of credit research analysts,
and is incorporated into their views of company and industry fundamentals, and market valuation,
which in turn influence the security selections made by the product teams.
Analysts build financial models for issuers under their coverage. The highly developed models
attempt to create a clear picture of debt protection measures, interest coverage, financial leverage,
and level of discretionary cash from which a qualitative credit assessment can be made. They allow
the analyst to assess the outlook for the company using differentiated factors while also providing a
basis for relative comparisons. The construction of the model can differ based upon the nature of
the company and the industry. Analysts extract information from numerous services, including
Bloomberg, Covenant Review, RatingsDirect, CreditSights, and Capital IQ.
liabilities, environmental, event and political risk,
During the assessment process, credit analysts apply models tailored to each bond market sector and
to individual industries and issuers. They primarily focus on a company’s projected cash flow,
underlying asset values, and credit dynamics, taking into account any anticipated industry
developments. In seeking to identify the best investment opportunities, analysts also examine factors
such as: capital structure, market position, future earnings and cash flow forecast, debt protection
measures such as covenants, management strength and strategy, corporate governance, risks
including contingent
industry drivers,
developments and outlook, political climate and economic forecasts.
Analysts develop actionable perspectives on (1) their respective companies’ creditworthiness and
direction—where the issuer’s credit quality is headed and how long it will take to get there, and (2)
the valuation of their issuers’ bonds in the market. We maintain an internal credit rating system, one
of the oldest in the industry, to document our current opinion and long-term credit outlook for a
company, and relative value-based research recommendation.
Generally the work of our credit research group is intended for use by all fixed income strategies.
Within the credit research group is a team providing analysis of convertible securities - typically
bonds or preferred stock. Holders of convertible securities have the right to convert their holdings
into common stock, which may be advantageous in certain situations such as when the price of the
common stock has risen to a certain price. Our convertible analysts provide analysis and
28
recommendations on convertible securities and their issuers that are used by several of our fixed
income teams. This team also provides analysis of dividend income-oriented equities that are
utilized by the Full Discretion team.
The credit research group also includes a distressed/restructuring team that provides analysis and
recommendations on issuers that are in financial distress and have a high likelihood of entering
restructuring, through bankruptcy or other means, in order to survive as going concerns. The
analysts on this team may serve on bondholder committees, both formal and informal, and help
negotiate and approve new capital structures on behalf of our investment teams and their clients
who have held the securities through the restructuring process.
Municipal Credit Research. Part of our Credit Research group, our dedicated municipal credit
research team provides in-depth coverage across the broad spectrum of the municipal debt universe.
Issuers in the municipal sector include state, county and city governments; local school districts;
public and private colleges and universities; hospitals and healthcare providers; water and sewer
systems; toll roads; airports and ports; housing agencies; and public power utilities. We cover
approximately 2,200 individual issuers across all the various sectors and states. While our analysts
will typically cover more than one sector, each of our analysts has an emphasis in a particular sector
to ensure a rigorous, fundamental analytical approach is applied across our entire municipal coverage
universe. On average, each senior credit analyst generally follows approximately 275 credits. The
analysts’ primary function is to identify attractive – and unattractive – debt investment opportunities
within their respective coverage universe. The analysts do this by performing in-depth research to
develop an assessment of the current and future creditworthiness of the issuers under their
coverage. Incorporating their credit opinions as well as the relative valuation of those issuers’ debt
securities, the credit analysts provide recommendations to the portfolio managers to help them make
investment decisions.
During the credit review process, analysts apply both a top down and bottom up approach to each
issuer. Our top down analysis starts with the impact of broad macroeconomic, demographic and
political trends on a borrower as well as the credit profile sensitivity to changes in the business cycle.
Many issuers in the municipal market provide essential social and governmental services, for which
the demands are immune or counter-cyclical to changes in the business cycle. With the growing
impacts of climate change on society, an assessment of environmental costs over the near and long
term is becoming an increasingly important credit component. Our bottom up analysis is specific to
an individual issuer and includes, among other things, an assessment of: a borrower’s revenue
diversification and reserve levels; debt burden; infrastructure and capital needs; contingent liabilities;
bondholder security provisions; market position; and public support/engagement. Our analytical
approach allows us to find undervalued bonds in out-of-favor sectors and avoid overvalued bonds
in popular sectors.
Varying to some degree by a client’s stated investment objectives, capital preservation is a core value
of the overall investment approach. Analysts develop actionable perspectives on (1) the absolute
and relative credit quality of an issuer, (2) the directional credit quality of an issuer, and (3) the
sensitivity of an issuer to changes in the business cycle. We maintain an internal credit rating system,
one of the longest-tenured in the industry, to document our current opinion and long-term credit
outlook for an issuer, and relative value-based research recommendation.
29
Securitized Assets Research. Our Mortgage and Structured Finance group is responsible for
research and strategy recommendations to the firm across all sectors of the securitized market:
agency mortgage-backed securities (“Agency MBS”), asset-backed securities (“ABS”) (including
collateralized mortgage obligations (“CLOs”)), commercial mortgage-backed securities (“CMBS”),
and non-agency residential mortgage-backed securities (“RMBS”). The team uses a fundamental
top-down approach in formulating broad sector and capital structure allocation/“tranche”
recommendations. The security selection process uses a bottom-up approach aimed at assigning an
independent credit rating, which is used to test the suitability for client portfolios. Scenario analysis
is used to understand the risk/return profile of the security.
Each senior analyst takes the lead in developing a customized research platform specific to his/her
sector of the market. A mix of third party and proprietary models are developed to generate
expectations of future performance trends and the risk of the collateral backing the bonds. Key
third party model providers include CPR-CDR Technologies and Yield Book. Analysts use both
pool level and loan level data, where available. Qualitative factors, such as the originator of the
collateral, the servicer, and other key corporate linkages, are also analyzed. The collateral
performance expectations are compared to the structure of the bonds using industry standard cash
flow models, such as Intex, or proprietary models when necessary: the bond’s payment waterfall is
analyzed and bonds are stress-tested across a broad range of scenarios to determine the internal
credit rating and the return profile.
The research effort in the US Agency MBS sector aims to provide strategic and relative value insight
with respect to sector and inter sector allocation within the Agency mortgage space, spread
positioning of mortgages vis-à-vis Treasuries, security selection, and CMO (collateralized mortgage
obligations) arbitrage. Security selection is driven by maximizing option adjusted spreads (OAS) and
hedge adjusted carry (HAC) subject to duration and liquidity constraints. We have developed a
modified version of a standard industry model that corrects for historical model biases and also
allows for a fast and flexible expression of future views of mortgage behavior. We compare and
triangulate relative value from our modified model with other Wall Street models, PORT and Yield
Book.
Analysts use monthly/quarterly pool or loan level performance data to monitor the performance of
their respective sector, both at the macro level and at the individual security level. The ongoing
surveillance process is key in assessing the adequacy of the assumptions embedded in the models
used. The output of the surveillance process is also used in assessing the fundamental views of each
sector.
Analysts, traders, and portfolio managers convene in securitized assets sector team meetings to
review macro conditions, market trends, and material news and developments for each sector.
Between the research group and the sector team, our portfolio managers receive frequent updates
on opportunities in the sector and updates on current positions. Reports are distributed as part of
our internal publishing system and views are shared directly with product teams by sector
representatives integrated into the products’ investment processes.
Applied Integrated Quant (Applied IQ). The foundation of the Loomis Sayles investment
process is based upon proprietary fundamental research including macro, sovereign, credit, and
securitized. The Applied IQ team is designed to complement this foundation. We believe that the
combination of fundamental and quantitative research provides a unique competitive advantage to
30
our investment process and allows us to better leverage the insights across the organization into a
robust investment platform. The combination allows the strengths of one approach to complement
the limitations of another and vice versa. One of the most important differentiating elements of the
Applied IQ team is the level of integration into the investment process. The focus of the Applied
IQ team is directly on the investment process and its research is designed to incorporate the
dynamics of the markets and the intuition of our investment process. Although the research has a
strong foundation in quantitative theory, it is designed to be applied, practical, and usable. The
Applied IQ team provides research and tools across four dimensions of our investment process,
including: risk awareness, relative value, portfolio construction and product & process.
Equity - General
In our view, equity markets are inefficient. We believe that a consistently applied investment
process that incorporates rigorous fundamental research can successfully exploit the inefficiencies.
We believe intensive bottom-up investment analysis augmented by experience and market
perspective is the best way to deliver superior risk adjusted performance. Our portfolios are
constructed by small teams, each with a distinct investment philosophy on how best to capitalize on
market inefficiencies.
Research. Equity research analysts are assigned to specific product teams to enable them to focus
on each team’s respective investment philosophies and processes and incorporate different valuation
perspectives, time horizons and opportunity sets. Analysts are generally charged with developing
sector, industry and company expertise, and using this knowledge to identify the stocks within their
coverage that they believe offer the best total return opportunity looking out over a specified time
horizon.
The analysts may evaluate a company’s competitive position, its growth and profitability potential
and the strength of its management team and use this information to build models forecasting future
earnings and cash flow. These financial models serve as inputs to their valuation work. Companies
are valued using numerous frameworks, with discounted cash flow (DCF) the common language
across all industries and sectors. The DCF valuation analysis is augmented with other valuation
metrics that are most appropriate for the industry or sector. These metrics include: price/earnings
ratios, price/book ratios, price/normalized earnings ratio, free cash flow yield, price/sales ratio, and
price/breakup value.
Institutional Strategies
Set forth below is a basic description of each institutional investment strategy. All limits reflect the
basic guidelines for the strategy, but the actual strategy employed for any particular client account
will depend on the investment guidelines and limitations specific to that account, which will vary.
All limitations, numbers and ranges are approximate and subject to client guidelines. Clients should
consult their specific guidelines for a complete description of permissible investments and
investment restrictions.
There is no guarantee that any strategy will achieve any objective or obtain any positive or
excess return.
31
Fixed Income
Full Discretion Strategies:
Core Plus Full Discretion
The Core Plus Full Discretion (CPFD) strategy seeks to maximize total return through research
driven security selection while managing downside risk through careful portfolio construction. The
team utilizes fundamental credit analysis from our credit research group, as well as input from
various sector and macro teams, to achieve this objective. CPFD employs an opportunistic style,
focusing on out of favor sectors of the fixed income markets to generate ideas. The strategy
emphasizes a long-term view of market developments, with the intention to hold securities through
a cycle as they improve fundamentally. CPFD does not focus on the benchmark as a starting point
for portfolio construction. Instead, we view the entire spectrum of fixed income markets as a global
opportunity set from which to choose the most attractive total return opportunities, regardless of
the sector.
Our research department, in conjunction with sector teams, seeks to identify specific investment
opportunities primarily within the global fixed income market. Our macro sector teams provide
global economic and interest rate frameworks for identifying sectors that may offer attractive
investment opportunities. Asset class and sector allocations reflect the macroeconomic view, while
security selection based on fundamental and relative value analysis within sectors provides our
primary source of excess return. Portfolio guidelines are flexible, allowing a broad range of sectors
for investment. Full latitude is permitted with investment grade debt, which may comprise 100% of
the portfolio. The primary area of restraint is the below BBB- allocation which is limited to 15% of
the portfolio. There is substantial flexibility to include allocations to non-benchmark sectors,
including non-US dollar and emerging markets debt as well as structured finance and convertible
bonds. Security selection within the investment grade corporate sector has been the key contributor
to historic investment results.
Portfolio managers incorporate the long-term macroeconomic themes and strategies along with a
stringent bottom-up investment evaluation process that drives portfolio ideas and resulting sector
allocations. The resulting portfolios are well diversified, and positioned to generate strong long-term
risk adjusted investment performance.
Multisector Full Discretion
The Multisector Full Discretion (MSFD) strategy seeks to maximize total return through research
driven security selection while managing downside risk through careful portfolio construction. The
team utilizes fundamental credit analysis from our credit research group, as well as input from
various sector and macro teams, to achieve this objective. MSFD employs an opportunistic style,
focusing on out of favor sectors of the fixed income markets to generate ideas. The strategy
emphasizes a long-term view of market developments, with the intention being to hold securities
through a cycle, as they improve fundamentally. MSFD does not focus on the benchmark as a
starting point for portfolio construction. Instead, we view the entire spectrum of fixed income
markets as a global opportunity set from which to choose the most attractive total return
opportunities, regardless of the sector.
32
Our research department, in conjunction with sector teams, seeks to identify specific investment
opportunities primarily within the global fixed income market. Our macro sector teams provide
global economic and interest rate frameworks for identifying sectors that may offer attractive
investment opportunities. Asset class and sector allocations reflect the macroeconomic view, while
security selection based on fundamental and relative value analysis within sectors provides our
primary source of excess return. Portfolio guidelines are very flexible allowing a broad range of
sectors for investment. The below BBB- allocation which is limited to 35-50% of the portfolio,
depending on the individual strategy. There is substantial flexibility to include allocations to non-
benchmark sectors, including non-US dollar and emerging markets debt as well as structured finance
and convertible bonds. Opportunistic investments in these non-benchmark sectors are incorporated
to manage portfolio credit quality, and for their total return potential.
Portfolio managers incorporate the long-term macroeconomic themes and strategies along with a
stringent bottom-up investment evaluation process that drives portfolio ideas and resulting sector
allocations. The resulting portfolios are well diversified, and positioned to generate strong long-term
risk adjusted investment performance.
Multisector Credit
The Multisector Credit (MSC) strategy seeks to maximize total return and higher levels of portfolio
income through research driven security selection while managing downside risk through careful
portfolio construction. The team utilizes fundamental credit analysis from our credit research group,
as well as input from various sector and macro teams, to achieve this objective. MSC maintains a
consistent approach with the flagship Multisector Full Discretion (MSFD) strategy, but with a
structural emphasis on corporate credit exposure. The strategy’s value-driven, opportunistic
approach begins with bottom-up research and incorporates top-down macro inputs, with a focus on
a long-term investment horizon.
Our research department, in conjunction with sector teams, seeks to identify specific investment
opportunities primarily within the global fixed income market. Our macro sector teams provide
global economic and interest rate frameworks for identifying sectors that may offer attractive
investment opportunities. Asset class and sector allocations reflect the macroeconomic view, while
security selection based on fundamental and relative value analysis within sectors provides our
primary source of excess return. Portfolio guidelines are very flexible allowing a broad range of
sectors for investment. MSC invests in a broad opportunity set within credit sectors, making use of
out-of-benchmark securities for value and diversification. Opportunistic investments in these non-
benchmark sectors are incorporated to manage portfolio credit quality, and for their total return
potential.
Portfolio managers incorporate the long-term macroeconomic themes and strategies along with a
stringent bottom-up investment evaluation process that drives portfolio ideas and resulting sector
allocations. The resulting portfolios are well diversified, and positioned to generate strong long-term
risk adjusted investment performance.
Strategic Alpha
The Strategic Alpha strategy is a global multisector fixed income strategy that seeks to provide an
attractive total return, complemented by prudent investment management designed to manage risks
33
and protect investor capital. The strategy is unconstrained by market benchmarks, maintaining
flexibility to access the global fixed income and derivatives markets. The portfolio may use non-
traditional investment techniques to dampen volatility and hedge against global events that influence
fixed-income markets.
Through the use of derivatives (but not leverage from borrowing), it has the ability to go long or
short to implement desired exposures to help moderate volatility and generate alpha. This flexibility
enables the management team to respond tactically to shifting economic environments and market
events. Our collaborative investment process captures the benefits of team-generated insights with
individual portfolio manager responsibility.
Investment Process
For the Strategic Alpha strategy, we expect alpha drivers fall into three categories:
• Credit: A rigorous investment framework designed to identify and analyze different phases
of the global credit cycle may allow us to harvest risk premiums when expected returns
outweigh the drawdown potential, or avoid them when it does not. Alpha can also be
derived through fundamental analysis, employing our deep research capabilities and sector
teams, to identify securities that we believe are mispriced relative to their intrinsic value.
• Curve: We rotate among various yield curves around the world seeking high income,
diversification, and total return opportunities. The portfolio’s flexibility in yield curve
positioning allows it to potentially generate alpha under parallel and non-parallel increases or
decreases in interest rates.
• Currency: We seek attractive carry situations, take long positions in currencies with
supportive fundamentals, and establish short positions in those we expect to weaken. We
actively manage the currency risk of foreign denominated bonds in the portfolio and will
hedge when it poses downside risk to a position.
We consider the management of drawdown risk to be a key component of a product designed to be
an alternative to traditional core and core plus fixed income. Thus, risk management permeates the
entire investment process through establishing guideline ranges, monitoring liquidity, and employing
scenario and correlation analysis to identify risk factors. While our approach will take drawdowns,
we aim to limit the magnitude to be commensurate with traditional core and core plus fixed income,
and seek to compensate our investors with strong returns during the recovery period.
Flexible Income
The Flexible Income strategy seeks to maximize total returns with the goal of enhancing income and
reducing volatility. The strategy has a dynamic and diversified asset allocation approach, allowing for
investments in investment grade and high yield corporate bonds, equities, and covered call option
writing. The asset allocation is informed by the credit cycle, estimated risk premium attractiveness
and the team’s view on duration. The team utilizes fundamental credit analysis from our credit
research group, as well as input from various sector and macro teams, to achieve its objective.
Dynamic Fixed Income
The Dynamic Fixed Income (DFI) strategy is designed to pursue three primary objectives:
34
1. Strive to improve investor’s chances of achieving their return objectives given the difficult
global bond market environment
2. Attempt to moderate the volatility of returns and provide some downside mitigation against
unexpected shocks to the financial markets
3. Seek to dampen portfolio interest rate sensitivity to help preserve capital in the event of
rising interest rates
DFI is a fixed income based, multi-product strategy designed to take advantage of opportunities
across bond market sectors. It employs two Loomis Sayles fixed income strategies, Core Plus Full
Discretion and Strategic Alpha, with different time horizons, return objectives, risk tolerances,
duration strategies and investment approaches. On an aggregate level, DFI provides tactical
exposure to virtually all sectors of the bond market.
High Yield Full Discretion
The High Yield Full Discretion (HYFD) strategy seeks to maximize total return through research
driven security selection while managing downside risk through careful portfolio construction. The
team utilizes fundamental credit analysis from our credit research group, as well as input from
various sector and macro teams, to achieve this objective. HYFD employs an opportunistic style,
focusing on out of favor sectors of the fixed income markets to generate ideas. The strategy
emphasizes a long-term view of market developments, with the intention being to hold securities
through a cycle, as they improve fundamentally. HYFD does not focus on the benchmark as a
starting point for portfolio construction. Instead, we view the entire spectrum of fixed income
markets as a global opportunity set from which to choose the most attractive total return
opportunities, regardless of the sector.
Our research department, in conjunction with sector teams, seeks to identify specific investment
opportunities primarily within the global fixed income market. Our macro sector teams provide
global economic and interest rate frameworks for identifying sectors that may offer attractive
investment opportunities. Asset class and sector allocations reflect the macroeconomic view, while
security selection based on fundamental and relative value analysis within sectors provides our
primary source of excess return. Portfolio guidelines are very flexible allowing a broad range of
sectors for investment including allocations to non-benchmark sectors such as non-US dollar and
emerging markets debt as well as structured finance and convertible bonds. Opportunistic
investments in these non-benchmark sectors are incorporated to manage portfolio credit quality, and
for their total return potential.
Portfolio managers incorporate the long-term macroeconomic themes and strategies along with a
stringent bottom-up investment evaluation process that drives portfolio ideas and resulting sector
allocations. The resulting portfolios are well diversified, and positioned to generate strong long-term
risk adjusted investment performance.
High Yield Conservative
The High Yield Conservative (HYC) strategy seeks to maximize total return through research driven
security selection while managing downside risk through careful portfolio construction. The team
utilizes fundamental credit analysis from our credit research group, as well as input from various
sector and macro teams, to achieve this objective. HYC employs an opportunistic style, focusing on
35
out of favor sectors of the fixed income markets to generate ideas. The strategy emphasizes a long-
term view of market developments, with the intention being to hold securities through a cycle, as
they improve fundamentally. HYC does not focus on the benchmark as a starting point for portfolio
construction. Instead, we view the entire spectrum of fixed income markets as a global opportunity
set from which to choose the most attractive total return opportunities, regardless of the sector.
Our research department, in conjunction with sector teams, seeks to identify specific investment
opportunities primarily within the global fixed income market. Our macro sector teams provide
global economic and interest rate frameworks for identifying sectors that may offer attractive
investment opportunities. Asset class and sector allocations reflect the macroeconomic view, while
security selection based on fundamental and relative value analysis within sectors provides our
primary source of excess return. Portfolio guidelines are very flexible allowing a broad range of
sectors for investment. HYC maintains a low BB average quality for the overall portfolio. There is
substantial flexibility to include allocations to non-benchmark sectors, including non-US dollar and
emerging markets debt as well as structured finance and convertible bonds. Opportunistic
investments in these non-benchmark sectors are incorporated to manage portfolio credit quality, and
for their total return potential.
Portfolio managers incorporate the long-term macroeconomic themes and strategies along with a
stringent bottom-up investment evaluation process that drives portfolio ideas and resulting sector
allocations. The resulting portfolios are well diversified, and positioned to generate strong long-term
risk adjusted investment performance.
US High Yield
The US High Yield (USHY) strategy seeks to maximize total return through research driven security
selection while managing downside risk through careful portfolio construction. The team utilizes
fundamental credit analysis from our credit research group, as well as input from various sector and
macro teams, to achieve this objective. The strategy is benchmark aware and the portfolio
management team seeks outperformance through issue and sector selection. A rigorous and
disciplined portfolio construction process is applied, which seeks to ensure appropriate risk
diversification and minimize unintended risks. The team also seeks to add value through limited
exposure of off benchmark positions.
Global High Yield Full Discretion
The Global High Yield Full Discretion (GHYFD) strategy seeks to maximize total return through
research driven security selection while managing downside risk through careful portfolio
construction. The team utilizes fundamental credit analysis from our credit research group, as well as
input from various sector and macro teams, to achieve this objective. GHYFD employs an
opportunistic style, focusing on out of favor sectors of the fixed income markets to generate ideas.
The strategy emphasizes a long-term view of market developments, with the intention being to hold
securities through a cycle, as they improve fundamentally. GHYFD does not focus on the
benchmark as a starting point for portfolio construction. Instead, we view the entire spectrum of
fixed income markets as a global opportunity set from which to choose the most attractive total
return opportunities, regardless of the sector.
36
Our research department, in conjunction with sector teams, seeks to identify specific investment
opportunities primarily within the global fixed income market. Our macro sector teams provide
global economic and interest rate frameworks for identifying sectors that may offer attractive
investment opportunities. Asset class and sector allocations reflect the macroeconomic view, while
security selection based on fundamental and relative value analysis within sectors provides our
primary source of excess return. Portfolio guidelines are very flexible allowing a broad range of
sectors for investment including allocations to non-benchmark sectors such as non-US dollar and
emerging markets debt as well as structured finance and convertible bonds. Opportunistic
investments in these non-benchmark sectors are incorporated to manage portfolio credit quality, and
for their total return potential.
Portfolio managers incorporate the long-term macroeconomic themes and strategies along with a
stringent bottom-up investment evaluation process that drives portfolio ideas and resulting sector
allocations. The resulting portfolios are well diversified, and positioned to generate strong long-term
risk adjusted investment performance.
Global High Yield
The Global High Yield (GHY) strategy seeks to maximize total return through research driven
security selection while managing downside risk through careful portfolio construction. The team
utilizes fundamental credit analysis from our credit research group, as well as input from various
sector and macro teams, to achieve this objective. The strategy is benchmark aware and the portfolio
management team seeks outperformance through issue and sector selection. A rigorous and
disciplined portfolio construction process is applied, which seeks to ensure appropriate risk
diversification and minimize unintended risks. The team also seeks to add value through limited
exposure of off benchmark positions.
Senior Loan
We believe the uniquely attractive attributes of the asset class are best exploited through a relatively
conservative strategy. The strategy was developed with a focus on high quality par loans to provide a
transparent asset allocation solution to institutional investors. We focus on return per unit of risk,
not return at any risk. Yield and quality are the primary focus for choosing loans for our portfolios.
We seek to buy only loans with collateral values significantly in excess of market value. We would
expect to hold loans that we believe are clearly worth more in the long run than their trading price.
We believe distressed loans, in general, represent a less attractive risk/return profile than par loans
except at market bottoms.
The Bank Loan team seeks to achieve the following investment objectives:
• Provide a high current level of income
• Preserve capital in all economic environments
• Meet or exceed gross benchmark returns over a full market cycle through credit selection
and disciplined portfolio construction, not excess risk (relative benchmark)
• Aim for a return which exceeds SOFR+200 basis points gross over a full market cycle
(absolute benchmark)
37
Tactically, bank loans can be attractive for two reasons: rising rate environments and seeking
protection in a credit downturn. We believe that our strategy to deliver "conservative bank loans"
through the credit cycle is distinctive. When combined with Loomis Sayles' credit research, our
conservative strategy and disciplined portfolio construction offer clients and their consultants a risk
aware alternative in the bank loan asset class.
Global Fixed Income Strategies:
Global Bond/International Bond
Our Global Bond portfolio construction process is the result of research-driven, bottom-up
selection of specific issuers combined with top-down macroeconomic analysis. Portfolios are team-
managed and investment decisions are research-based. For global fixed income portfolios we seek to
construct highly diversified portfolios that include a broad range of fixed income securities we
consider to be undervalued and preferably trading at a discount to their par value. We follow a broad
global universe of securities including government and quasi-government and agency securities,
corporate credits, and asset-backed securities including mortgages. Where guidelines and mandates
permit, we make use of emerging market debt, high yield, and out-of-benchmark ideas. Where
permitted we will use over-the-counter derivatives as well as exchange-traded futures contracts. Our
sovereign research universe currently comprises over 90 countries, and global portfolios are typically
invested in 25-35 countries at any given time. For active currency mandates, we invest in 10-20
currencies.
We are value investors as opposed to momentum investors. Our research and decision processes are
designed to identify undervalued securities across all of the relevant risk factor dimensions, including
country, currency, curve, sector, and specific credit. We manage active-currency and currency-
hedged portfolios in various base currencies. For hedged global portfolios, we believe that the chief
drivers of excess return are to be found in issue, sector, industry, and country selection.
Diversification is our primary risk control. Secondary risk control is achieved via formal tracking
error comparisons of portfolios to the relevant benchmark.
Global Debt Unconstrained
Our Global Debt Unconstrained portfolio construction process is the result of research-driven,
bottom-up selection of specific issuers combined with top-down macroeconomic analysis. Portfolios
are team-managed and investment decisions are research-based. For Global Debt Unconstrained
portfolios, we seek to construct highly diversified portfolios that are benchmark agnostic and
include a broad range of fixed income securities we consider to be undervalued and preferably
trading at a discount to their par value. We follow a broad global universe of securities including
government and quasi-government and agency securities, corporate credits, and asset-backed
securities including mortgages. We make extensive use of emerging market debt, high yield, and out
of benchmark ideas and positions tend to be more concentrated than in Global Bond portfolios.
Where permitted we will use over-the-counter derivatives as well as exchange-traded futures
contracts. Our sovereign research universe currently comprises over 90 countries, and global
portfolios are typically invested in 25-30 countries at any given time. For active currency mandates,
we invest in 20-30 currencies.
38
We are value investors as opposed to momentum investors. Our research and decision processes are
designed to identify undervalued securities across all of the relevant risk factor dimensions, including
specific credit, sector, country, currency, and curve. Our goal is Sharpe Ratio efficiency; we seek to
outperform benchmarks in both absolute and risk-adjusted terms.
Global Credit
The Global Credit strategy’s portfolio construction process is the result of research-driven, bottom-
up selection of specific issuers combined with top-down macroeconomic analysis. Portfolios are
team-managed and investment decisions are research-based. For Global Credit portfolios we seek to
construct highly diversified portfolios that will include a broad menu of undervalued, preferably
discount fixed income securities around the world. We follow a broad global universe of securities
including corporate credits, asset-backed securities including mortgages, as well as government,
quasi-government and agency securities. Where guidelines and mandates permit, we make use of
emerging market, high yield, inflation linked, and out-of-benchmark ideas. Our sovereign research
universe currently comprises over 80 countries, and portfolios are typically invested in 25 to 30
countries.
Of the key potential drivers of any excess return – currency, curve, and credit – credit spreads may
exhibit the greatest inefficiencies in the market over time and through issuer selection, offer the
greatest opportunity for active bottom-up management to add value. All positions are monitored for
risk efficiency and broad portfolio diversification is maintained to limit specific issue, industry, and
sector risks.
Global Corporate
The strategy’s portfolio construction process is the result of research-driven, bottom-up selection of
specific issuers combined with top-down macroeconomic analysis. Portfolios are team-managed and
investment decisions are research-based. For Global Corporate fixed income portfolios we seek to
construct highly diversified portfolios that will include a broad menu of undervalued, preferably
discount fixed income corporate securities around the world. The core holdings will focus on a
broad global universe of corporate credits.
We are value investors as opposed to momentum investors. Our research and decision processes are
designed to identify undervalued securities across all of the relevant risk factor dimensions, including
specific credit, sector, country, currency, and curve. We manage active-currency and currency-
hedged portfolios in various base currencies. The primary drivers of excess return will be security
selection and sector allocation with country, currency and yield curve positioning secondary sources
of excess performance. For hedged global corporate portfolios, the chief drivers of excess return
will be security selection and sector allocation while country and yield curve will be secondary
sources of alpha. Diversification is a primary risk control. Secondary risk control is achieved via
formal tracking error comparisons of portfolios to the relevant benchmark.
Asia Bond Plus
The Loomis Sayles Asia Bond Plus strategy invests in emerging Asian corporate and government
bonds. It also includes investments from emerging European, Middle Eastern and African countries
39
to further capitalize on the Asia growth story and provide diversification to the highly concentrated
Asia high yield universe.
The strategy invests primarily in US dollar-denominated debt securities of issuers in Asian countries
excluding Japan. Debt securities also include floating rate securities, commercial paper, Regulation S
securities and Rule 144A securities. The strategy may invest any portion of its total assets in below
investment grade securities and may invest up to one-third of its total assets in cash, money market
instruments, or securities of issuers in other countries including in Europe, Middle East, and Africa.
The strategy may invest up to 20% of its total assets in securities denominated in currencies other
than US dollar. The strategy may invest no more than 10% of its total assets in equities, or other
equity-type securities and may invest up to 10% of its total assets in bank loans that qualify as money
market instruments and up to 10% of its total assets in undertakings for collective investment.
Relative Return Strategies:
Core Fixed Income
This strategy seeks to exploit the complete range of insights generated by the Loomis Sayles Fixed
Income organization in portfolios with benchmark-aware risk and return objectives. Individual
investment ideas are evaluated on the basis of their investment return potential and contribution to
portfolio risk. Portfolio duration is managed in a one year range relative to the portfolio benchmark.
Portfolio construction is driven by a combination of bottom-up security selection and top-down
macroeconomic analysis. Experienced portfolio managers and other fixed income professionals
collaborate to identify high potential relative return investment ideas in the US fixed income
markets. The product team uses these inputs to establish the investment strategy and constructs
client portfolios consistent with these ideas, the benchmark characteristics and the guideline limits
associated with the product. Portfolios are intended to be well diversified, and positioned in those
securities and strategies expected to be effective contributors to moderate long-term risk adjusted
relative investment performance.
Investment flexibility is restrained to the investment grade portion of the US fixed income markets.
Yankee bonds and 144A securities are allowed. Non-dollar and emerging market debt securities are
not typically included in this product however clients can provide authorization for their inclusion.
Short Duration Fixed Income
This strategy seeks to exploit insights generated by the Loomis Sayles Fixed Income organization in
portfolios with short duration benchmark-aware risk and return objectives. Individual investment
ideas are evaluated on the basis of their investment return potential and contribution to portfolio
risk. Portfolio duration is managed in a narrow range relative to the benchmark. Portfolio
construction
is driven by a combination of bottom-up security selection and top-down
macroeconomic analysis. Experienced portfolio managers and other fixed income professionals
collaborate to identify high potential relative return investment ideas in the US fixed income
markets. The product team uses these inputs to establish the investment strategy and constructs
client portfolios consistent with these ideas, the benchmark characteristics and the guideline limits
associated with the product. Portfolios are intended to be well diversified, and positioned in the
securities and strategies expected to be effective contributors to strong long-term risk-adjusted
relative investment performance.
40
The typical strategy includes investment grade assets, however, some clients have authorized below
investment grade assets up to 10% of the portfolio. Yankee bonds and 144A securities are allowed.
Non-dollar investments are not typically included in this product however clients can provide
authorization for their inclusion.
Core Plus Fixed Income
This strategy seeks to exploit the range of insights generated by the Loomis Sayles Fixed Income
organization in portfolios with benchmark-aware risk and return objectives. Individual investment
ideas are evaluated on the basis of their investment return potential and contribution to portfolio
risk. Tactical investments in non-benchmark sectors are a key source of potential return for this
strategy. Portfolio duration is managed in a relatively narrow range relative to the benchmark.
Portfolio construction is driven by a combination of top-down macroeconomic and bottom-up
security selection analysis. Experienced portfolio managers and other fixed income professionals
collaborate to identify high potential relative return investment ideas, primarily in the US fixed
income markets. The product team uses these inputs to establish the investment strategy and
constructs client portfolios consistent with these ideas, the benchmark characteristics and the
guideline limits associated with the product. The resulting portfolios are diversified, and positioned
to generate strong long-term risk adjusted investment performance.
Guidelines provide flexibility to invest up to 20% of the portfolio in below investment grade. Up to
10% may also be invested in non-U.S. dollar denominated debt. The strategy will also invest in
emerging market debt, if the emerging market debt is non-US dollar denominated it will count
against the 10% non-US dollar allocation. Yankee bonds and 144A securities are allowed.
Intermediate Duration Fixed Income
This strategy seeks to exploit insights generated by the Loomis Sayles Fixed Income organization in
portfolios with intermediate duration benchmark-aware risk and return objectives. Individual
investment ideas are evaluated on the basis of their investment return potential and contribution to
portfolio risk. Portfolio duration is usually managed in a narrow range relative to the portfolio
benchmark. Portfolio construction is driven by a combination of bottom-up security selection and
top-down macroeconomic analysis. Experienced portfolio managers and other fixed income
professionals collaborate to identify high potential relative return investment ideas in the US fixed
income markets. The product team then establishes the investment strategy and constructs client
portfolios consistent with these ideas, the benchmark characteristics and the guideline limits
associated with the product. Portfolios are intended to be well diversified, and positioned in those
securities and strategies expected to be effective contributors to strong long-term risk-adjusted
relative investment performance.
The typical delivery includes investment grade assets, however, some clients have authorized below
investment grade assets up to 10% of the portfolio. Yankee bonds and 144A securities are allowed.
Non-dollar investments are not typically included in this product however clients can provide
authorization for their inclusion.
41
Investment Grade Corporate/Credit Bond
This strategy seeks to exploit the complete range of insights generated by the Loomis Sayles Fixed
Income organization in portfolios with corporate/credit benchmark-aware risk and return
objectives. Individual investment ideas are evaluated on the basis of their investment return potential
and contribution to portfolio risk. Portfolio duration is managed in a narrow range relative to the
benchmark. Security selection within the corporate sector and industry allocation, have been the two
key contributors to historic investment results. Portfolio construction is driven by a combination of
bottom-up security selection and top-down macroeconomic analysis. Experienced portfolio
managers and other fixed income professionals collaborate to identify high potential relative return
investment ideas in the US fixed income markets. The product team uses these inputs to establish
the investment strategy and construct client portfolios consistent with these ideas, the benchmark
characteristics and the guideline limits associated with the product. Portfolios are intended to be
well diversified, and positioned in those securities and strategies expected to be effective
contributors to strong long-term risk adjusted relative investment performance.
Some clients within this strategy have permitted up to 10% of the portfolio in below investment
grade assets. Similar restraints limit investment in non-dollar and emerging markets debt
investments.
Investment Grade Intermediate Corporate Bond
This strategy seeks to exploit the complete range of insights generated by the Loomis Sayles Fixed
Income organization in portfolios with corporate/credit benchmark-aware risk and return
objectives. Individual investment ideas are evaluated on the basis of their investment return potential
and contribution to portfolio risk. Portfolio duration is managed in a narrow range relative to the
benchmark. Security selection within the corporate sector and industry allocation, have been the two
key contributors to historic investment results. Portfolio construction is driven by a combination of
bottom-up security selection and top-down macroeconomic analysis. Experienced portfolio
managers and other fixed income professionals collaborate to identify high potential relative return
investment ideas in the US fixed income markets. The product team uses these inputs to establish
the investment strategy and construct client portfolios consistent with these ideas, the benchmark
characteristics and the guideline limits associated with the product. Portfolios are intended to be
well diversified, and positioned in those securities and strategies expected to be effective
contributors to strong long-term risk adjusted relative investment performance.
Some clients within this strategy have permitted up to 10% of the portfolio in below investment
grade assets. Similar restraints limit investment in non-dollar and emerging markets debt
investments.
Long Duration Government/Credit Fixed Income
This strategy seeks to exploit the complete range of insights generated by the Loomis Sayles Fixed
Income organization in portfolios with long duration benchmark-aware risk and return objectives.
Individual investment ideas are evaluated on the basis of their investment return potential and
contribution to portfolio risk. Portfolio duration is managed in a narrow range relative to the
Benchmark. Portfolio construction is driven by a combination of bottom-up security selection and
top-down macroeconomic analysis. Experienced portfolio managers and other fixed income
42
professionals collaborate to identify high potential relative return investment ideas in the US fixed
income markets. The product team uses these inputs to establish the investment strategy and
construct client portfolios consistent with these ideas, the benchmark characteristics and the
guideline limits associated with the product. Portfolios are intended to be well diversified, and
positioned in those securities and strategies expected to be effective contributors to moderate long-
term risk adjusted relative investment performance.
Some clients within this strategy have permitted up to 20% of the portfolio in below investment
grade assets. Similar restraints limit investment in non-dollar and emerging markets debt
investments.
Long Duration Corporate Bond
This strategy seeks to exploit the complete range of insights generated by the Loomis Sayles Fixed
Income organization in portfolios with long duration corporate benchmark-aware risk and return
objectives. Individual investment ideas are evaluated on the basis of their investment return
potential and contribution to portfolio risk. Portfolio duration is managed in a narrow range relative
to the benchmark. Portfolio construction is driven by a combination of bottom-up security
selection and top-down macroeconomic analysis. Experienced portfolio managers and other fixed
income professionals collaborate to identify high potential relative return investment ideas in the US
fixed income markets. The product team uses these inputs to establish the investment strategy and
construct client portfolios consistent with these ideas, the benchmark characteristics and the
guideline limits associated with the product. Portfolios are intended to be well diversified, and
positioned in those securities and strategies expected to be effective contributors to moderate long-
term risk adjusted relative investment performance.
Some clients within this strategy have permitted up to 10% of the portfolio in below investment
grade assets. Similar restraints limit investment in non-dollar and emerging markets debt
investments.
Long Duration Credit Bond
This strategy seeks to exploit the complete range of insights generated by the Loomis Sayles Fixed
Income organization in portfolios with long duration corporate benchmark-aware risk and return
objectives. Individual investment ideas are evaluated on the basis of their investment return
potential and contribution to portfolio risk. Portfolio duration is managed in a narrow range relative
to the benchmark. Portfolio construction is driven by a combination of bottom-up security
selection and top-down macroeconomic analysis. Experienced portfolio managers and other fixed
income professionals collaborate to identify high potential relative return investment ideas in the US
fixed income markets. The product team uses these inputs to establish the investment strategy and
construct client portfolios consistent with these ideas, the benchmark characteristics and the
guideline limits associated with the product. Portfolios are intended to be well diversified, and
positioned in those securities and strategies expected to be effective contributors to moderate long-
term risk adjusted relative investment performance.
Some clients within this strategy have permitted up to 10% of the portfolio in below investment
grade assets. Similar restraints limit investment in non-dollar and emerging markets debt
investments.
43
Disciplined Alpha Strategies:
Core Disciplined Alpha
Corporate Disciplined Alpha
Credit Disciplined Alpha
Global Disciplined Alpha
Intermediate Core Disciplined Alpha
Intermediate Credit Disciplined Alpha
Long Corporate Disciplined Alpha
Long Credit Disciplined Alpha
Long Government/Corporate Disciplined Alpha
The objective of the Disciplined Alpha strategies is to outperform the portfolio’s benchmark
consistently over time while maintaining the portfolio’s risk close to the benchmark.
The Disciplined Alpha investment philosophy is that artfully marrying proprietary fundamental and
quantitative analysis with market intelligence can generate relative value insights that, when adjusted
for risk, help identify compelling investment opportunities across the investment grade fixed income
universe. Security selection is expected to be the primary source of excess returns and analysis and
measurement of risk are important components of the investment strategy. The Disciplined Alpha
risk management tools are embedded throughout the security selection process.
Decision-Making Structure
The head of Disciplined Alpha is supported by a team of highly experienced investment
professionals. The head of Disciplined Alpha has ultimate authority and accountability for portfolio
construction and performance. The decision-making structure was designed to support security
selection, which is expected to be the primary driver of excess returns. In regular weekly discussions,
the head of Disciplined Alpha, the sector specialists and traders discuss fundamentals, relative value
and trading technicals in their respective areas of expertise. At the conclusion of the meeting, head
of Disciplined Alpha and the senior sector specialists then set targets for duration and yield curve.
These exposures are allowed to change opportunistically within a reasonably tight range. Sector risk
targets are also decided at the weekly target meeting with each senior sector specialist allowed
discretion to move sector risk within pre-agreed guidelines.
The head of Disciplined Alpha leads a team of seasoned investment professionals with responsibility
for researching, selecting, and trading securities in specific investment grade sectors including
government, mortgage-backed, credit, and commercial mortgage-backed and asset-backed securities.
These sector specialists are responsible for working closely with the firm’s research teams to
generate investment ideas and implement them. They work with the team’s dedicated traders to
implement buy and sell decisions within the framework of the Disciplined Alpha risk management
system.
Investment Process
The Disciplined Alpha investment process seeks to deliver alpha versus the benchmark by focusing
the team’s efforts on research, relative value across bonds and sectors and consistent, systematic risk
management. The Disciplined Alpha team applies the investment process primarily to high-grade
44
bonds and builds portfolios whose alpha is expected to be derived principally from security selection
rather than exposures to duration, yield curve, or sector positions. The team’s risk management tools
ease the task of keeping the portfolios in line with agreed-upon risk targets.
Sector specialists on the team are responsible for accessing the research of the Loomis Sayles credit
research and securitized sector teams to help generate investment ideas. The sector specialists are
dedicated to credit, structured products (such as asset-backed and commercial-mortgage backed
securities), and mortgage-backed securities. They understand the nuances of their sectors and the
analysis required to determine relative value. Their constant challenge is to assess and compare
securities in order to know which investments might present opportunities. Each team member
focuses on seeking to find and capture attractive relative value through security selection, which
requires understanding fundamental value and drivers of change in relationships. When valuations
change, the team often trades positions.
Within their areas of responsibility, the team selects securities to buy and sell, and allocates risk
within agreed-upon guidelines. The size of the team facilitates many daily conversations among its
members, including regular team meetings to review information about sectors and ongoing
discussions with the head of Disciplined Alpha about positions, risks, and trading. Whenever they
buy (or sell) bonds, team members consult the Disciplined Alpha risk management system to
determine the appropriate size of purchase or sale to maintain the levels of risk pre-set by the team.
Risk Management
Analysis and measurement of risk are important components of the Disciplined Alpha investment
strategy. The team evaluates many measures of risk bond by bond, including duration, sector, yield
curve, prepayment, spread volatility and credit exposure. The team uses proprietary risk management
tools intended to gain a real-time view of the portfolio and the incremental risks of any given bond.
These tools are critical resources in allowing the decision-makers to judiciously weigh the risks and
opportunities of each security under consideration.
Loomis Sayles’ deep resources in fundamental and quantitative research help contribute value
throughout the investment process. Fundamental value is the principal criterion for a security to be
considered for investment. On this fundamental basis, the team generates relative value views and an
exit strategy for the investment once it reaches its expected level.
The Disciplined Alpha team selects securities one-by-one rather than thematically. When valuations
change, the analysts are responsible for re-evaluating their positions and making trades as required.
Recognizing that relative value changes rapidly, the strategy has a bias toward more liquid securities
in order to reduce trading costs, as many buy and sell decisions may be made in the portfolio daily.
Private Credit Strategies:
Investment Grade Private Credit
Loomis Sayles’ investment grade private credit strategies are value-oriented strategies that seek to
generate income and total return in excess of comparable-quality public market fixed income
strategies over a market cycle. The strategies are generally not managed against a traditional
benchmark.
45
The investment team believes that alpha in investment grade private credit can be driven by a range
of factors, including a spread premium that compensates investors for the illiquidity and the higher
degree of complexity that characterize private assets. Downside protection through covenants and
other structural protections, generating additional fee income, and minimizing principal risk can also
factor into alpha generation through the credit cycle. The investment team also believes that
investment grade private credit offers diversification benefits through lower correlation with public
markets than many other types of investments.
Investment grade private credit portfolios are actively managed and pursue opportunities across all
major market sectors and industries. This broad and global opportunity set includes corporate credit,
infrastructure debt, project finance, and specialty finance. Investments may be in the form of
traditional syndicated 4(a)(2) private placements, loan format, or 144A issuances, and opportunities
may be accessed via bank-led syndications, ‘club’ deals, or direct origination channels. Both
investment-grade and below investment-grade opportunities are available as are a variety of
structures (e.g. senior secured or unsecured, Credit Tenant Lease, structured finance).
Loomis Sayles’ private credit group employs a high-conviction, highly selective investment process
focusing on transactions that we feel offer the most compelling value and downside protections.
The process combines top-down and bottom-up approaches, which are supported by the broad
resources of Loomis Sayles. Cross-functional transaction teams led by the private credit group, with
sector specialist support from across the firm, allow us to leverage insights on issuers, industries,
jurisdictions, and structures and develop macro views that inform sector allocation decisions.
Security selection is the result of rigorous, fundamental, bottom-up credit analysis that focuses on
identifying high quality businesses with predictable, recurring cash flows. Through this process we
seek to ascertain idiosyncratic risks unique to each business and structure appropriate covenant
packages and other structural protections that reflect these risks. The private credit group monitors
portfolio positions and issuer covenant compliance on an ongoing basis through various methods,
including regular update meetings with issuer management teams and technology.
Sector Specific Strategies:
Credit Asset
The Credit Asset strategy seeks to maximize risk-adjusted returns by allocating across the credit
spectrum based on macro analysis of economic regimes and the global credit cycle, with a bias
toward developed markets. The credit focused approach seeks returns through diversified exposure
to those sub sectors of the credit markets that offer what we believe to be the best risk return
potential, individual security selection within those sub sectors, and a disciplined portfolio
construction process within and across chosen sub sectors.
The strategy seeks to maximize return potential by investing in a diversified portfolio of what we
believe are the most attractive issuers in the global investment grade credit, global high yield credit,
bank loan and securitized markets, based on the phase of the credit cycle. Dislocation in various
credit markets may lead to potential opportunities in various credit asset classes and products.
46
World Credit Asset
The World Credit Asset strategy seeks to maximize risk-adjusted returns by allocating across the
credit spectrum based on macro analysis of economic regimes and the global credit cycles with
biases toward both developed and emerging markets. The team has access to a large opportunity set
to help actively identify attractive relative value among various credit asset classes and securities.
Based on country-specific, regional and global business cycles, these opportunities are used to help
create a diversified portfolio with we believe are the most attractive issuers. The credit-focused
approach seeks returns through diversified exposure to those sub sectors of the credit markets that
offer what we believe to be the best risk return potential, individual security selection within those
sub sectors, and a disciplined portfolio construction process within and across chosen sub sectors.
The strategy seeks to maximize return potential by investing in a diversified portfolio consisting of
what we believe are the most attractive issuers in the global investment grade credit, global high yield
credit, bank loan, emerging market, and securitized markets based on the phase of the credit cycle.
Dislocation in various credit markets may lead to potential opportunities in various credit asset
classes and products.
Tactical Credit Asset Opportunities
The Tactical Credit Asset Opportunities strategy seeks to maximize risk-adjusted returns by
allocating across the credit spectrum based on macro analysis of economic regimes and the global
credit cycles. The strategy has a primarily sub-investment grade focus with biases toward both
developed and emerging markets. The team has access to a large opportunity set to help actively
identify attractive relative value among various credit asset classes and securities. Based on country
specific, regional and global business cycles, these opportunities are used to help create a diversified
portfolio with we believe are the most attractive issuers. The credit focused approach seeks returns
through diversified exposure to those sub sectors of the credit markets that offer what we believe to
be the best risk return potential, individual security selection within those sub sectors, and a
disciplined portfolio construction process within and across chosen sub sectors.
The strategy seeks to maximize return potential by investing in a diversified portfolio consisting of
what we believe are the most attractive issuers in the global investment grade credit, global high yield
credit, bank loan, emerging markets and securitized markets based on the phase of the credit cycle.
Dislocation in various credit markets may lead to potential opportunities in various credit asset
classes and products.
Emerging Markets Corporate (Hard Currency) Debt
The Loomis Sayles Emerging Markets Corporate (Hard Currency) Debt strategy is primarily
invested in US dollar denominated debt securities of companies located in emerging markets with
small opportunistic allocations to securities denominated in local market currencies. Portfolios in
this strategy primarily hold corporate bonds and are invested in investment grade and non-
investment grade issuers. Corporate emerging market portfolios are well diversified and typically
hold issues from over 30 different countries. The portfolios in this product have the ability to
express views on broad market exposure through derivatives – inclusive of options, forwards,
futures, and swap contracts.
47
The portfolios in this strategy are actively managed and use a research-driven approach in selecting
securities. The portfolio construction process is the result of top-down macroeconomic analysis,
combined with research-driven, bottom-up selection of specific issuers. Portfolios are team-
managed and investment decisions are research-based. Our sovereign research universe currently
comprises over 60 emerging markets countries. Our research and decision processes are designed to
identify undervalued securities across all of the relevant risk factor dimensions including country,
specific credit, duration, and yield curve. All positions are monitored for risk efficiency and broad
portfolio diversification is maintained to limit specific issuer, industry, and sector risks.
Emerging Markets Short Duration Credit
The Emerging Markets Short Duration Credit strategy seeks to take advantage of the growing and
increasingly diversified emerging markets corporate space. Portfolios in this strategy are primarily
invested in hard currency emerging market corporates and quasi-sovereign fixed income securities,
with small opportunistic allocations to local market currencies. The strategy has a target duration of
2.0-3.0 years, subject to market conditions, and is invested in investment grade and non-investment
grade issuers. Portfolios are well diversified and will typically hold 100-200 issues.
The portfolios in this strategy are actively managed and use a research-driven approach in selecting
securities. The portfolio construction process emphasizes a bottom-up fundamental approach to
sector and issue selection with a broad macroeconomic and country specific top-down backdrop.
Portfolios are team-managed and investment decisions are research-based. Our sovereign research
universe currently comprises over 60 emerging markets countries. Our research and decision
processes are designed to identify undervalued securities across all of the relevant risk factor
dimensions including country, specific credit, duration, and yield curve. All positions are monitored
for risk efficiency and broad portfolio diversification is maintained to limit specific issuer, industry,
and sector risks.
Emerging Markets Debt Local Currency
The Loomis Sayles Emerging Markets Debt Local Currency strategy is primarily invested in local
currencies of emerging market countries and debt securities of issuers having their registered offices
in emerging market countries or exercising a preponderant part of their activities in emerging market
countries. Portfolios in this strategy can hold government bonds, bonds of quasi-government
entities, securities of international agencies, corporate bonds, structured products, credit-linked
notes, currency-linked notes, and mortgage- and asset-backed securities. Local currency emerging
markets portfolios are well diversified and typically hold issues from over 30 different countries and
20 currencies. The portfolios in this product have the ability to express views on broad market
exposure through derivatives – inclusive of options, forwards, futures, and swap contracts.
The portfolios in these strategies are actively managed and use a research-driven approach in
selecting securities. The portfolio construction process is the result of top-down macroeconomic
analysis, combined with research-driven, bottom-up selection of specific issuers. Portfolios are team-
managed and investment decisions are research-based. Our sovereign research universe currently
comprises over 60 emerging markets countries. Our research and decision processes are designed to
identify undervalued securities across all of the relevant risk factor dimensions including country,
currency, specific credit, duration and yield curve. All positions are monitored for risk efficiency and
broad portfolio diversification is maintained to limit specific issuer, industry, and sector risks.
48
Emerging Markets Debt Blended Total Return
The strategy is a total return approach seeking alpha across the broadest set of emerging markets
debt asset classes: external sovereign, local sovereign and corporate debt markets.
Employing a tactical multi-asset approach to emerging markets investing, the team seeks to
capitalize on different stages of market risk premium. The team starts with a quantitatively driven
top-down regime identification process to determine asset allocation, then leverages central research
and trading to help optimize on regional exposures and security selection.
History tells us that emerging markets move through their credit cycles much faster than developed
markets, contributing higher volatility in risk-off periods as widely owned positions may become
more susceptible to sudden interruptions in capital flows. To navigate these higher frequency cycles,
we start with a top-down evaluation of the macroeconomic framework, classifying credit and FX
regimes to generate asset allocation signals. The identification of risk-on/risk-off regimes is used to
guide asset allocation across the different EMD asset classes. The team uses machine learning
techniques to seek to identify independent sources of macro risks that can be linked to economic
fundamentals (value signal within regime classification), complemented by a momentum signal to
increase accuracy (because valuation is not a good timing tool). The bottom-up process helps to
determine relative value opportunities by performing fundamental sovereign and corporate credit
analysis, designed to result in our best ideas portfolio for the given regime.
High Grade Corporate
The strategy seeks to provide diversified, managed exposure to the US investment grade corporate
credit market. We emphasize a disciplined portfolio construction and risk assessment process while
leveraging the insights of Loomis Sayles’ credit research and investment grade sector team.
Portfolio construction is driven by a combination of bottom-up security selection and top-down
macroeconomic analysis. Individual investment ideas are evaluated on the basis of their investment
return potential and contribution to portfolio risk. Portfolio managers, analysts and traders
collaborate to identify investment ideas that they view to have high potential to provide incremental
returns. The product team and portfolio managers then construct client portfolios consistent with
these ideas, the benchmark characteristics and the guideline limits associated with the product. The
resulting portfolios are, in our view, well diversified, and positioned to seek strong long-term risk
adjusted investment performance.
Portfolio implementation is ultimately the responsibility of the portfolio management team. This
portfolio management team participates in each step of the process and ensures the final portfolio
reflects our best views and macro-level risk considerations. We have implemented what we believe is
a consistent and repeatable investment process for all types of economic market cycles.
Securitized Asset
The strategy seeks high current income and total return through diversified exposure to agency
mortgage-backed securities and the following non-agency securitized sectors: ABS (including
CLOs), CMBS and RMBS. Our approach to evaluating securitized assets involves four primary
components: sector analysis, security selection, surveillance and trading. Our research platform is
designed to provide multiple perspectives, including a focus of key variables, the ability to use third-
49
party modeling and analytics, and the use of proprietary models and alternative data sources. We
focus on multiple scenario analyses rather than limiting our views to ‘base’ cases. We stress-test
each bond across a broad range of scenarios with a focus on risk and return rather than estimated
yield. We utilize a surveillance process to test assumptions. We also evaluate corporate linkage
embedded in structured securities.
Our security selection process focuses on an independent assessment of all aspects of an investment
including the originator, analysis of the collateral, the servicer, the asset and its projected
performance, the liability characteristics including structure and cash flow modeling and application
of stress testing to capture a return profile.
Agency MBS
Agency MBS Strategy seeks current income and capital preservation though a broad exposure to
mortgage-backed securities that bear an explicit or effective guarantee of Government Sponsored
Enterprises.
Core Securitized
Investment Grade Securitized strategy seeks a high level of current income consistent with capital
preservation through diversified exposure to Agency MBS, CMBS, ABS (including CLOs), and
RMBS. Guidelines allow for investing in securities that must be rated investment grade at time of
purchase and with 80% of the portfolio typically invested in securitized assets, such as mortgage-
and other asset-backed securities.
Investment Grade Securitized Credit
Investment Grade Securitized Credit strategy seeks high current income and total return through a
diversified exposure to non-agency credit sectors: ABS (including CLOs), CMBS, and RMBS. The
strategy is credit focused with guidelines that allow for investment grade average credit risk profile.
Opportunistic Securitized Credit
Opportunistic Securitized Credit strategy seeks high current income and total potential returns
through a diversified credit exposure to securitized assets including ABS, CLOs, CMBs, and RMBS.
The strategy is value oriented and targets the deeper credit securitized sectors. Minimum average
rating BBB- at time of purchase.
Active US Treasury
The strategy’s investment universe includes US Treasury bills, notes and bonds and treasury
inflation-protected securities (“TIPS”). Per client guidelines, the strategy may also utilize US
Treasury futures, interest rate swaps and Fed Fund futures. The investment process utilizes
fundamental analysis of macroeconomic trends and policies and also quantitative, rules-based signals
combined with active management and experienced personnel. Potential sources of alpha include
tactical US Treasury trading (strategy that actively trades an otherwise static pool of cash Treasury
securities), strategic and tactical allocation to TIPS, security selection (relative value) and strategic
and tactical yield curve/duration exposure. The strategy offers additional sources of alpha to a
50
government or Treasury sector of part of a broader portfolio that historically has been used for
diversification and liquidity.
US Treasury STRIPS
The US Treasury STRIPS strategy seeks to provide a total return that closely corresponds, before
fees and expenses, to the total return of the BofA Merrill Lynch Long US Treasury Principal
STRIPS Index by investing primarily in long maturity principal STRIPS. The intent of the strategy is
to passively replicate the benchmark. This strategy will tend to have low turnover because the
benchmark it is replicating is only rebalanced quarterly. All investments must be US dollar
denominated. US Treasury STRIPS are traditional Treasury bonds, however, the bond’s principal
has been separated from the interest payment. Therefore, STRIPS take the form of zero coupon
bonds that make no periodic coupon payments. They trade at a deep discount from their face value.
Municipal Bond Strategies:
Short Duration Municipal Bond
Intermediate Duration Municipal Bond
Medium Duration Municipal Bond
3-15 Year National Municipal Bond
These strategies invest in municipal securities and will invest, under normal market conditions,
primarily in tax-exempt general obligation, revenue and private activity bonds and notes, which are
issued by or on behalf of states, territories or possessions of the U.S. and the District of Columbia
and their political subdivisions, agencies and instrumentalities. Tax-exempt means that the bonds
pay interest that is excluded from gross income for regular federal income tax purposes. Investments
generally include municipal securities with a full range of maturities and broad issuer and geographic
diversification.
The investment team generally employs an after tax total return or capital preservation investment
strategy that emphasizes sector and security selection and yield curve positioning. Sector and security
decisions are reached through fundamental credit analysis as well as an assessment that incorporates
the sector and security’s credit momentum. The total return strategy places a limited dependence on
adjusting the portfolio in anticipation of a change in the level of interest rates.
The strategies invest primarily in investment grade securities, which are securities rated in one of the
top four credit quality categories by at least one rating agency.
Municipal Bond Strategies may be combined with one or more Relative Return Strategies in a single
account. The allocation between strategies is determined based on client information related to tax
and income objectives. Capital gains tax implications are included as part of a relative value analysis
when the investment teams evaluate investment alternatives.
Various taxable fixed income strategies may be combined with municipal bond capabilities to
develop municipal crossover strategies. Considerations may include duration of the client liabilities,
risk tolerance, tax status and the relationship between tax-exempt and taxable assets.
51
Healthcare Impact Investing
The Healthcare Impact Investing strategy seeks to invest in the debt of existing Federally Qualified
Health Centers (“FQHCs”) to support the ongoing capital needs of this segment. FQHC investing
provides a positive social impact by providing medical service to an underserved population. The
demand for capital surpasses the ability of the sector’s traditional lenders to meet it creating
additional flexibility when structuring the debt.
Euro Credit Strategies:
Euro Investment Grade Credit
The Euro Investment Grade Credit strategy is an actively managed strategy that invests primarily in
euro-denominated corporate bonds. The strategy seeks to generate consistent excess returns versus
its benchmark utilizing a conservative alpha investment process which combines a top-down market
view with bottom-up corporate fundamental analysis. The team consists of seven portfolio managers
with complementary backgrounds and skills. The team utilizes a sector approach, whereby all the
team members are responsible for certain sectors as sector specialists. This means that the team is
responsible for conducting fundamental research as well as making relative value calls within their
individual sectors. Our managed approach to risk at a portfolio, sector and issuer level contributes to
a low tracking error and duration is managed within a narrow range to the benchmark.
Sustainable Euro Investment Grade Credit
The Sustainable Investment Credit Euro Credit strategy is an actively managed strategy that invests
primarily in euro-denominated corporate bonds. The strategy seeks to generate consistent excess
returns versus its benchmark utilizing a conservative alpha investment process which combines a
top-down market view with bottom-up corporate fundamental analysis. The strategy also applies
stringent ESG criteria and excludes investments in sectors that are controversial from an ESG
perspective. The team consists of seven portfolio managers with complementary backgrounds and
skills. The team utilizes a sector approach, whereby all the team members are responsible for certain
sectors as sector specialists. This means that the team is responsible for conducting fundamental
research as well as making relative value calls within their individual sectors. Our managed approach
to risk at a portfolio, sector and issuer level contributes to a low tracking error and duration is
managed within a narrow range to the benchmark.
Euro High Yield Credit
The Euro High Yield Credit strategy is an actively managed strategy that primarily invests in the BB
segment of the euro-denominated high yield market. The strategy seeks to generate consistent excess
returns versus its benchmark utilizing a conservative alpha investment process which combines a
top-down market view with bottom-up corporate fundamental analysis. The team consists of seven
portfolio managers with complementary backgrounds and skills. The team utilizes a sector approach,
whereby all the team members are responsible for certain sectors as sector specialists. This means
that the team is responsible for conducting fundamental research as well as making relative value
calls within their individual sectors. Our managed approach to risk at a portfolio, sector and issuer
level contributes to a low tracking error and duration is managed within a narrow range to the
benchmark.
52
Sustainable Euro High Yield Credit
Sustainable Euro High Yield strategy is an actively managed strategy that primarily invests in the BB
segment of the euro-denominated high yield market. The strategy seeks to generate consistent excess
returns versus its benchmark utilizing a conservative alpha investment process which combines a
top-down market view with bottom-up corporate fundamental analysis. The strategy also applies
stringent ESG criteria and excludes investments in sectors that are controversial from an ESG
perspective. The team consists of seven portfolio managers with complementary backgrounds and
skills. The team utilizes a sector approach, whereby all the team members are responsible for certain
sectors as sector specialists. This means that the team is responsible for conducting fundamental
research as well as making relative value calls within their individual sectors. Our managed approach
to risk at a portfolio, sector and issuer level contributes to a low tracking error and duration is
managed within a narrow range to the benchmark.
Alternative/Other Strategies:
Multi Asset Risk Premia
The objective of the strategy is to seek positive absolute returns and capital growth. The strategy is
actively managed and seeks to achieve this investment objective by aiming to capture risk premia
linked to several investment factors across a broad range of asset classes.
The strategy uses quantitative and qualitative techniques to provide exposure to risk premia
strategies across different asset classes and on all global markets (including emerging markets) by
dynamically allocating to long, long synthetic and/or short synthetic positions.
The Strategies seek to identify and capture risk premia, being market inefficiencies that result from
systematic risks and/or behavioral biases that may exist within financial markets. Risk premia aim to
capture the amount by which the return of a risk-bearing asset is expected to outperform the known
return on a risk-free asset. The Strategies consist of Fundamental, Carry, Momentum, Volatility,
Imbalance and Sentiment Strategies. In order to identify a Strategy within an asset class, we actively
research and analyze macro market data (which is data derived from trade, employment, GDP and
other economic statistics), empirical market data (which is verifiable data, for example, price and
trade related data for a financial instrument reported by a trading venue such as a stock exchange)
and academic market data (which is based upon research at various points in time and in differing
scenarios). Using this data, we sustain a systematic, proprietary quantitative and qualitative model,
based on artificial intelligence and machine-learning capabilities, with the aim of determining the
attractiveness of each Strategy as it may apply to a relevant asset class.
We use a proprietary optimization model to allocate to each Strategy within a relevant asset class.
The Strategies are described as follows:
• The Fundamental strategy aims to capture risk premia in the form of relative value from
assets viewed as being undervalued/having stronger fundamental ratios within the same
asset class, and is expected to apply to the following asset classes predominantly: equity
securities, near cash instruments, and currency
• The Carry strategy aims to capture risk premia in the form of yield from assets expected to
produce higher yields than other lower-yielding assets, and is expected to apply to the
53
following asset classes predominantly: equity securities, debt securities, cash or near cash
instruments, currency and commodities
• The Momentum strategy aims to capture risk premia by identifying persistent performance
from assets expected to continue to perform similarly (positively or negatively) over a future
period of time, and is expected to apply to the following asset classes predominantly: equity
securities, debt securities, cash or near cash instruments, currency and commodities
• The Volatility strategy aims to capture risk premia based on the discrepancy between realized
volatility (being actual market volatility) and implied volatility (being expected market
volatility), and is expected to apply predominantly to equity securities
• The Imbalance strategy aims to capture risk premia in the form of spread from market
imbalances in supply and demand, translating into abnormal returns, and is expected to
apply to the commodity indices predominantly
• The Sentiment strategy aims to capture risk premia in the form of spread from signals based
on positive or negative market sentiment coming from consumers, professionals or other
economic actors and which may impact future asset price, and is expected to apply to the
following asset class predominantly: equity securities and debt securities
At any point in time, the Fund may have higher exposure to a particular Strategy and/or asset class.
However, it is not intended that there be a dominant bias to any one asset class or Strategy.
Global Multi-Asset Income
Using a broad and diverse set of sources, the Global Multi-Asset Income strategy seeks to generate
total investment return through a combination of income and capital appreciation.
The strategy offers broad flexibility to pursue attractive yields wherever they arise, along with the
ability to tactically adjust underlying allocations as market conditions change. An income focus can
help dampen volatility in a portfolio, but a focus on quality of income and sustainability of dividend
policy can also manage drawdown risk. Tactical shifts based on prevailing economic conditions can
help generate consistent income and preserve total return. We focus on risk-adjusted income
optimization with active risk management integrated throughout the investment process.
Utilizing a top-down approach, the portfolio management team allocates capital across various asset
classes based on yield expectations, global market cycles and relative value opportunities. An analysis
of the global macro-economic environment and the economic cycles is aided by the macro strategies
group and includes assessment of global, geopolitical and economic developments to formulate the
outlook. Once asset allocation has been determined based on the macro economic outlook, we then
seek to implement our best ideas within our desired asset allocation. We source income ideas in a
variety of global equity and global fixed income sectors.
Security selection decisions look to take advantage of best ideas from across the firm, leveraging
Loomis Sayles’s expertise in bottom-up, fundamental research across the fixed income, equity and
alternative asset classes. Active management requires disciplined risk awareness; therefore, the
portfolio managers integrate risk management throughout their investment process.
The strategy utilizes a variety of instruments and security types such as cash bonds, bank loans,
convertible bonds, preferred stock, structured securities/notes, credit derivatives,
interest
rate/currency derivatives, single name equity and ETFs, and futures and options. Fixed income
54
exposure may include government securities, corporates, securitized, emerging markets, high yield,
bank loans, and convertible bonds. The strategy may also invest in sources of alternative yield such
as MLPs and REITs.
Liability Driven Investing (LDI)
Fundamental research, portfolio construction and risk modeling are the cornerstones of the Loomis
Sayles fixed income investment process. These elements also serve as the foundation for our LDI
platform. The first step in the process is to understand a client’s risk tolerances (often defined by
constraints on duration, sector and quality) and where the risk budget should and could be most
efficiently deployed. As part of this process, we discern the client’s objectives, definition of success
and the role of the fixed income mandate in the client’s overall plan. Once the framework and
objectives of an LDI mandate are understood, the next step is constructing the appropriate
portfolio.
In-house research that cuts across credit, macro and quantitative areas serves as the foundation for
identifying opportunities, their risk-reward tradeoffs, and their role within an LDI mandate.
Portfolio managers leverage these resources in formulating both top-down macro views and
bottom-up portfolio strategies. A robust risk measurement infrastructure supports the portfolio
construction process and combines these outputs into an optimal portfolio which seeks to achieve
client objectives.
While standard third-party benchmarks may be an appropriate fit for certain plans, others may
require a more customized solution. Loomis Sayles has a variety of custom offerings such as,
Blended Benchmarks, Liability Benchmarks and Synthetic Solutions to meet the complex and
changing needs of many pension plan sponsors. Loomis Sayles has developed a suite of proprietary
tools that are based on detailed analysis of client objectives, risk tolerances, cash flows and the
applicable discount rate. These tools provide the underpinning of the customization process, and we
believe they are vital to the management of custom LDI solutions. Managing a portfolio against a
customized set of long-duration liabilities presents a unique set of challenges, which can introduce
additional risk as well as a return bias which are considered when constructing the portfolio and
ongoing risk management.
Inflation Protected Securities
The strategy is designed to provide exposure to inflation-adjusted bonds with additional alpha-
generating capabilities. The Inflation Protected Securities strategy primarily invests in inflation-
protected debt securities primarily issued by the US Treasury (TIPS). The strategy may also invest a
portion of its assets in lower-rated fixed income securities across various sectors.
The strategy is benchmark-aware and seeks to add potential alpha through relative value security
selection, carry, curve management and out-of-benchmark allocations. The portfolio characteristics
are managed to take advantage of market inflation trends, drawing on macroeconomic, interest rate
and inflation forecasts and research.
Managed Futures
The Managed Futures strategy is a diversified all-weather strategy that seeks to take advantage of
price trends in global assets via long and short positions in exchange-traded futures contracts. The
55
investment universe includes a combination of exchange-traded futures from various major asset
classes such as equities, bonds, foreign exchange and commodities. Allocation among futures
contracts is based on trend-following signals that aim to go long rising markets and short falling
markets. While there are no formal constraints on the exposure to any one futures contract, the
selection model generally results in exposure to several futures contracts which receive allocations
through an optimizer.
Fixed Income strategies – Securities and Instruments
Loomis Sayles fixed income strategies invest in various types of fixed income securities and related
instruments, including but not limited to:
• Debt obligations of U.S. and non-U.S. governments, and their agencies, instrumentalities and
sponsored agencies
• Debt obligations of U.S. and non-U.S. corporations and supranational organizations
• Preferred stocks and convertible securities
• Other types of fixed income investments may include: commercial paper, zero-coupon
securities, investment companies, ETFs, mortgage-related securities (including senior and
junior loans, mortgage dollar rolls, stripped mortgage-related securities and collateralized
mortgage obligations) and other asset-backed securities, when-issued securities, real estate
investment trusts, Rule 144A securities, structured notes, repurchase agreements and
warrants.
• Derivatives including options and futures transactions, foreign currency transactions, and
swap transactions (including credit default swaps and credit default swap indices) and other
derivative transactions.
• Unrated securities (securities that are not rated by a rating agency) if Loomis Sayles
determines that the securities are of comparable quality to rated securities that the strategy
may purchase
• Common stocks when permitted by guidelines and consistent with objectives
• Commodities and commodity-linked investments for certain strategies.
Permissible securities and instruments, quality and maturity and/or duration constraints
and any other investment limitations are contained in the specific investment guidelines for
the account.
Equities
Growth Equity Strategies:
Large Cap Growth/All Cap Growth/Global Growth/International Growth/Focused Growth
The investment team is an active manager with a long-term, private equity approach to investing.
Through their proprietary bottom-up research framework, the team looks to invest in those few
high-quality businesses with sustainable competitive advantages and profitable growth when they
trade at a significant discount to intrinsic value.
56
Because the team approaches investing as if buying into a private business, a long investment
horizon is central to their philosophy. In their view, a long investment horizon affords the
opportunity to capture value from secular growth opportunities as well as capitalize on the stock
market’s shortsightedness through a process called time arbitrage.
The team’s proprietary seven-step research framework represents their long-standing insights about
investing and is structured around three key criteria: Quality, Growth and Valuation. Through the
disciplined and thorough implementation of bottom-up, fundamental analysis, the team seeks to
understand the drivers, opportunities and limits of each business.
• Quality: Identify high-quality businesses with sustainable competitive advantages and
difficult-to-replicate business models with drivers such as network effect, low cost
advantage, strong brand awareness, or high switching costs.
• Growth: Find businesses with sustainable, profitable growth that are best positioned to
benefit from long-term secular and structural growth drivers.
• Valuation: Patient investors, the team invests only when these businesses are trading at a
significant discount to intrinsic value.
All aspects of the team’s investment thesis must be present simultaneously for them to make an
investment. Businesses with all three characteristics are rare; therefore, the team concentrates its
portfolio in high-conviction ideas. They will consider selling a portfolio investment in order to take
advantage of more attractive reward-to-risk investment opportunities, when the issuer’s current price
approaches the team’s estimate of intrinsic value, or when the investment no longer appears
consistent with the investment team’s investment thesis.
The team defines risk as a permanent loss of capital, not tracking error or short-term
underperformance. Their active risk management incorporates an analysis of fundamental risk,
financing risk and valuation risk and is an integral part of their active investment management. The
team believes buying sustainable growth at significant discounts to intrinsic value can help limit
downside risk. They seek to enhance the risk management of their diversified portfolio by
diversifying the business drivers to which the holdings are exposed.
Long/Short Growth Equity
The strategy seeks to generate attractive long-term absolute positive returns regardless of market
direction from investments in common stocks and other equity securities. While the majority of
investments will be long, short investments may be implemented opportunistically.
The investment team takes a private equity approach to investing with a long-term, fundamental and
bottom-up approach. The goal is to invest in high quality structurally good businesses with
sustainable competitive advantages and profitable growth when they trade at significant discount to
intrinsic value. Shorting will be done opportunistically when bottom-up models indicate significant
overvaluation of sectors or stocks.
The team utilizes a research-intensive process from which it hopes to gain a competitive advantage
and follows a seven-step research framework designed to generate non-consensus ideas and drive
57
security selection based on its proprietary insights in the areas of quality, growth prospects and
valuation.
Specialty Growth Strategies:
Small Cap Growth / Small/Mid Cap Growth / Mid Cap Growth
The investment team believes that wealth is created through the power of long-term compounding
of consistent returns. We also believe that:
• Companies with high quality business models and secular growth drivers tend to generate
more consistent returns.
• Discounted cash flow (DCF) valuation tends to identify quality business models and helps
compare risk/reward across sectors.
• Businesses with positive fundamentals, under-exploited by the market, can offer attractive
risk/reward profiles.
• Bottom-up fundamental analysis can help identify differentiated growth stories.
•
Inherent volatility of small/mid cap stocks and the desire to generate consistent returns call
for integrated risk management - from the stock level to the portfolio level and from the buy
discipline to the sell discipline.
Idea generation for the portfolio focuses on top-tier growth companies with understated earnings
power. We seek to identify emerging winners before they are widely recognized by the market.
Extensive, bottom-up research seeks to
identify purchase candidates with the following
characteristics:
• Strong competitive advantage
• Business model with operating leverage capable of generating cash
• Strong management team
Valuation incorporates traditional metrics, such as price/earnings, price/sales and price /cash flow,
but they only tell part of the story. Discounted cash flow (DCF) analysis is our primary valuation
tool providing a framework to understand current valuation and a range of outcomes. DCF analysis
also tends to reward business models and management that are effective allocators of capital which
can result in a quality bias to portfolio holdings.
Other Equity Strategies:
Global Equity Opportunities
The Global Equity Opportunities strategy is an unconstrained, fundamentally driven, global best
ideas product. The investment philosophy of the team that manages this strategy consists of three
key pillars. The team believes companies that (i) are high-quality, (ii) have an ability to grow intrinsic
value over time, and (iii) trade at an attractive valuation, have the potential to provide long-term
alpha generation against a global universe.
The team’s bottom-up process is based on the belief that market prices will reflect fundamentals
over the long term yet they may diverge on the short term. The team also believes that free cash
58
flow is a key driver of intrinsic value growth and that deep fundamental research is necessary for the
team to uncover our best ideas. The team’s process is supported by leveraging information across
the capital structure through our in house credit research, as well as Loomis Sayles’ sovereign and
macro research departments. In this strategy, the team also takes a highly integrated approach to risk
management. It’s not an after-thought; rather it’s woven through our entire process, as all
investments decisions are informed by a robust, scenario analysis framework. This framework that
the team has built around scenario analysis informs every decision from idea generation to portfolio
construction and risk management.
This systematic application of scenario analysis results in a concentrated portfolio of typically thirty-
five to sixty-five holdings. The team expects stock selection to be the primary driver of performance
and historically stock selection has contributed significantly to excess returns. It is also a portfolio
where the majority of turnover is generally from within existing holdings as the team looks to take
advantage of short-term market volatility, relative to our long-term conviction, to add or trim to
positions. Finally, this is a strategy designed to achieve strong upside market capture as the team
seeks to avoid suboptimal constraints of artificially imposed style boxes.
Small Cap Value and Small/Mid Cap Core
The investment team utilizes a disciplined, bottom-up active approach to investing. Our philosophy
is rooted in the belief that known and recurring inefficiencies are available in the small and smid cap
markets, causing stock prices to deviate from their intrinsic value. We rely on a repeatable
investment process to uncover higher quality businesses trading at a discount to our assessment of
intrinsic value utilizing strong fundamental research. Our process emphasizes security selection, as
opposed to sector rotation or market timing, and seeks to identify potential investments with the
following fundamental characteristics:
• Defensible and sound business model with sustainable competitive advantages
• Financial stability
• Trustworthy and capable management team
• Company-specific catalyst for improvement
The strategy will stay broadly diversified across all major market sectors and focus on stock selection
to drive alpha. Sector weights will be a reflection of market opportunity and will be driven by the
quantity and quality of our individual stock specific ideas. Stocks will be sold when price action in
the security results in fair valuation, if the underlying business fails to achieve the expectations
presented in our thesis, or if other more suitable investments are found to replace them. This
approach seeks to deliver outperformance to its benchmark with less volatility, providing superior
risk adjusted returns over a complete market cycle.
Global Emerging Markets Equity
The strategy takes a private equity approach to public equities, and seeks to produce long-term
excess returns, on a risk-adjusted basis over a full market cycle (at least 5 years) through bottom-up
stock selection. The strategy invests primarily in equity securities of companies in global emerging
markets and is absolute return oriented. The strategy may also invest in companies located in other
countries, including those in developed markets, which have or are anticipated to have significant
exposure to, or activities in, emerging markets.
59
The investment team believes in taking a private-equity approach to research. In our process, we
seek distinctive insights through deep, bottom-up, fundamental research to identify high-quality
companies and companies transitioning to become high-quality, trading at a significant discount to
intrinsic value in industries experiencing secular growth. The investment team generally assesses the
extent to which the following conditions are present before a stock is selected for the portfolio, as
applicable: the industry is a structural growth industry or is structurally challenged, research has
provided insights into the company, the valuation framework indicates an investment return over
the investment period that meets the investment team’s desired threshold, and the risk/reward of
the stock compares favorably to others in the portfolio.
They seek to add value through bottom-up selection of a limited number of securities, resulting in a
high conviction, concentrated core portfolio of typically 35-45 stocks. Our private-equity approach
to research also yields, at times, substantial opportunity in the Initial Public Offering market. Risk
management is driven by deep research, valuation discipline, and diversification across countries and
sectors.
Global Emerging Markets Equity Long/Short
The strategy takes a private equity approach to public equities, and seeks to generate attractive long-
term absolute positive returns regardless of market direction by investing primarily in equity
securities of companies in emerging market countries. In seeking its objective, the strategy will invest
primarily in a concentrated portfolio of long and short investments that provide exposure to a range
of developing countries across the world. The strategy may also invest in companies located in other
countries, including those in developed markets, which have or are anticipated to have significant
exposure to, or activities in, emerging markets.
The investment team follows a private equity approach to investing, as it believes in having an
ownership mindset in the companies in which it invests. The investment process is research
intensive and involves deep on the ground research in an effort to fully understand a company and
the industry in which it operates. The strategy will typically invest in high quality businesses or those
that are transitioning from low to high quality in structural growth industries where the investment
team has insights that result in an estimation of the company’s intrinsic value to be higher than its
market value. On the short side, the strategy typically invests in low quality businesses or those that
are moving from high to low quality in structurally challenged industries where the investment team
has insights that result in an estimation of the company’s intrinsic value to be lower than its market
value. The investment team generally assesses the extent to which the following conditions are
present before a stock is selected for the long or short portfolios, as applicable: the industry is a
structural growth industry or is structurally challenged, research has provided insights into the
company, the valuation framework indicates an investment return over the investment period that
meets the investment team’s desired threshold, and the risk/reward of the stock compares favorably
to others in the portfolio. The investment team believes it is crucial to know their companies and
"the other side" of the investment thesis well, therefore they seek to construct a high conviction
portfolio. Similar to the long portfolio, the short portfolio seeks to be concentrated and high
conviction but with a higher turnover due to the shorter investment horizon. The investment team’s
shorts are not in the portfolio as "pair trades" or hedges or to reduce net exposure. They are in the
portfolio because the investment team believes that each short position, independently, will deliver
absolute return.
60
Equity Strategies – Securities and Instruments
Loomis Sayles invests in various types of equity securities and equity-like securities including but not
limited to:
• Common stocks
• Preferred stocks
• Securities convertible into equities such as convertible bonds and warrants
• ETFs and investment companies
• Derivatives including total return (equity) swaps, futures and options as permitted by
guidelines and consistent with objectives
Permissible securities and instruments and any other investment limitations are contained
in the specific investment guidelines for the account.
Fund Strategies
The following strategies are offered in one or more mutual funds (each a “Fund”) and do not, as of
this date, have a similar institutional strategy in operation. The summaries provided below are not
intended to replace the prospectus for each Fund, which contains a full description of the respective
Fund’s strategies, risks and expenses.
Global Allocation
The Loomis Sayles Global Allocation strategy is a flexible bottom-up asset allocation strategy that
combines our highest conviction best ideas in both global equity and global fixed income markets;
with a fixed income allocation that is an alpha generator as well as an income diversifier.
The investment team believes that seeking the best value, through bottom-up security selection,
across global equity and fixed income markets can provide investors with the opportunity set for
consistent alpha generation potential. The Fund employs a bottom-up selection process, focusing on
the fundamentals and valuations of individual securities. Asset allocation is driven by value
identification and security selection, not sector, country or other allocation.
The team’s asset allocation decisions are strategic in nature and built from the team’s best bottom-
up ideas. They seek to take advantage of valuation disparities in the marketplace through 1) bottom-
up security selection with each sector; a primary determinant of our asset allocation, 2) leveraging
our best ideas to make a judgment of relative value across asset classes, and 3) the flexibility to
position the strategy to capture opportunities where the team’s sees the greatest long term value
Under normal market conditions, the strategy will invest primarily in equity and fixed-income
securities of U.S. and foreign issuers, including securities of issuers located in countries with
emerging securities markets. In deciding how to allocate the strategy’s assets among global equities,
domestic fixed income securities and international fixed-income securities, the investment team
attempts to determine the relative attractiveness of each of these three asset classes based on
fundamental factors such as the economic cycle, relative interest rates, stock market valuations and
currency considerations.
61
In deciding which equity securities to buy and sell, the team generally looks to purchase quality
companies at attractive valuations with the potential to grow intrinsic value over time. The team uses
discounted cash flow analysis, among other methods of analysis, to determine a company’s intrinsic
value. In deciding which fixed-income securities to buy and sell, the team generally looks for
securities that it believes are undervalued and have the potential for credit upgrades, which may
include securities that are below investment grade (also known as “junk bonds”).
The MSCI All Country World Index is the primary benchmark for the fund. A blend of 60% MSCI
All Country World Index / 40% Bloomberg Barclays Global Aggregate Index is the secondary
benchmark.
Limited Term Government and Agency
The strategy seeks high current return consistent with preservation of capital primarily through
investments issued or guaranteed by the U.S. government, its agencies or instrumentalities. The
investment team follows a total return-oriented investment approach in selecting securities.
In selecting investments, Loomis Sayles’ research analysts work closely with the portfolio managers
to develop an outlook on the economy from research produced by various financial firms and
specific forecasting services or from economic data released by the U.S. and foreign governments as
well as the Federal Reserve Bank. The analysts also conduct a thorough review of individual
securities to identify what they consider attractive values in the U.S. government security
marketplace through the use of quantitative tools such as internal and external computer systems
and software. The team continuously monitors an issuer’s creditworthiness to assess whether the
obligation remains an appropriate investment. They seek to balance opportunities for yield and price
performance by combining macroeconomic analysis with individual security selection. It emphasizes
securities that tend to perform particularly well in response to interest rate changes. They seek to
increase the opportunity for higher yields while maintaining the greater price stability that
intermediate-term bonds have compared to bonds with longer maturities. The strategy also may
incorporate a systematic model based on supply and demand patterns to purchase and sell treasury
securities and related derivatives.
Dividend Income
The strategy is an equity income strategy designed to find the best investment opportunities across a
company’s capital structure. Managers have the ability to invest in whichever vehicle they believe
offers the best yield to risk/reward opportunity. The strategy seeks to utilize attractively priced
dividend-paying stocks with a moderate allocation to preferred stocks and equity-like fixed-income
securities (high yield and convertibles).
Alpha generation is driven by bottom-up security selection with a focus on scenario analysis and
yield. Scenario analysis creates a range of possible future outcomes and guides buy, sell, add and trim
decisions. Each investment thesis includes three potential outcomes: Base Case, Best Case and
Downside Case. An investment’s base-to-downside ratio is analyzed with a trade-off in yield prior
to investment and scenarios are reassessed as milestones are achieved. This framework informs all
investment decisions from discovery and fundamental research through portfolio construction and
risk management; it is integrated throughout the team’s investment roadmap for every name in the
portfolio and is the foundation for every stage of the investment process.
62
The strategy will invest at least 80% of its assets in equity securities. The strategy may invest up to
20% of its assets in fixed-income securities, including below investment grade fixed-income
securities, corporate debt, government and agency fixed-income securities and convertible debt
securities. The strategy’s non-US equity investments, which will consist generally of American
Depositary Receipts but may include direct foreign investments as well, will be limited to 20% of the
equity portion. Up to 40% of the fixed-income portion of the strategy may be non-U.S. dollar
denominated and up to 20% of the fixed-income portion of the strategy may be invested in a single
country or currency (excluding Canadian or US).
The strategy is managed as one portfolio with close collaboration among all portfolio managers;
positions, exposures, risk factors and other elements of portfolio construction are evaluated
holistically.
The strategy seeks high total return through a combination of current income and capital
appreciation.
Senior Floating Rate and Fixed Income
The majority of bank loan funds within the Morningstar category are pure play bank loan products.
The Senior Floating Rate and Fixed Income strategy offers not only bank loan exposure, but also
exposure to other sectors of the fixed income markets. This gives our strategy the ability to add or
subtract risk depending on where we determine we are in the credit cycle. The strategy addresses
market demand by leveraging areas of Loomis Sayles’ fixed income expertise in an innovative,
differentiated manner relative to competitive products.
Our investment process integrates global macro and relative value sector analyses with our best
bottom-up investment choices. Portfolio managers compare horizon returns across investment
categories to help select what they view as the most attractive options. Macro considerations will
help drive the horizon return assumptions.
The Senior Floating Rate and Fixed Income strategy invests a minimum of 65% in floating rate
loans with a flexible 35% allocation to other types of fixed income securities. The strategy combines
macro and bottom-up investment analysis to estimate potential returns across asset classes
throughout the cycle. When bullish, the strategy may look to add high yield bonds and use modest
leverage to help enhance yield. When bearish, the strategy would expect to remove leverage and use
conservative fixed income to reduce the cycle’s impact on the portfolio.
The Bank Loan team seeks to achieve the following investment objectives:
• Provide a high current level of income
• Meet or exceed gross benchmark returns through credit selection and disciplined portfolio
construction. A significant portion of that excess return could result from asset allocation
decisions.
Specialized Solutions
Loomis Sayles offers a variety of ways to customize our strategies to meet the evolving needs of our
client base. Product-agnostic Solutions teams are led by highly experienced specialists with the
63
expertise to design and deliver pragmatic investment solutions that suit our clients unique
investment objectives, risk constraints, and regulatory and reporting requirements.
Various fixed income strategies (described under “Institutional Strategies” above) are able to be run
in the buy-and-maintain style, customized for insurance clients, or managed to match clients’
specified cash flow needs. Buy-and-maintain strategies are fundamentally driven, low turnover
approaches that seek to provide a high level of diversification and preservation of capital, while
minimizing credit events in portfolios. To achieve client objectives we combine Loomis Sayles’
bottom-up fundamental credit research with specific parameters such as cash flow needs, yield
and/or return targets within our rigorous portfolio construction process.
We offer a suite of differentiated fixed income strategies, each with clear and consistent investment
philosophies for insurance clients. We layer in our experience in providing custom solutions to
generate unique portfolios, designed to fit insurance client needs.
Cash flow matching strategies are constructed with the goal of funding a client’s future cash needs
with income generated by a fixed income portfolio. Loomis Sayles has a proprietary platform to
design and deliver a custom portfolio that utilizes its various fixed income strategies. Considerations
include client risk tolerances, client funding needs, and capital market environments.
Our Custom Income Strategies (CIS) team also focuses on specialized mandates that include fixed
income private accounts designed to satisfy many desired risk/return objectives for retail investors.
The team also attempts to maximize risk-adjusted portfolio income over a standard credit cycle
while focusing on capital preservation. The team partners with other investment teams at Loomis
Sayles to actively manage portfolios to meet client objectives and guidelines. CIS can customize asset
class exposure based on relative value and client objectives and overlay strategies to offer tax
efficiency, ESG and other client requirements. The framework below can offer exposure to different
fixed income asset classes and may be customized across varying risk tolerances, investment
horizons, and tax sensitivity.
• Conservative portfolios will typically invest in Treasuries, corporates, and securitized, and
allow up to 5% in emerging markets debt per client guidelines.
• Moderate portfolios invest in the same universe and allow up to 10% in emerging markets
debt, 10% in high yield, and 15% in securitized credit per client guidelines.
• Enhanced portfolios invest in the same universe and allow up to 15% in emerging markets
debt, 20% in high yield, and 20% in securitized credit per client guidelines
Investment Risks
Investment in securities and other instruments involves risk of loss that clients should be prepared
to bear. These risks are in part dependent on the investments and instruments permitted by account
guidelines. A summary of the key risks with respect to our fixed income and equity strategies is set
forth below. This is not meant to be an exhaustive list. Please see the Appendix for a more detailed
description of the investment risks associated with our securities and investment practices.
64
Market Disruption, Health Crises, Terrorism and Geopolitical Risk.
Funds and other accounts are subject to the risk that war, terrorism, global health crises or similar
pandemics, and other related geopolitical events may lead to increased short-term market volatility
and have adverse long-term effects on world economies and markets generally, as well as adverse
effects on issuers of securities and the value of a Fund’s or account’s investments. War, terrorism
and related geopolitical events, as well as global health crises and similar pandemics have led, and in
the future may lead, to increased short-term market volatility and may have adverse long-term
effects on world economies and markets generally. Those events as well as other changes in world
economic, political and health conditions also could adversely affect individual issuers or related
groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and
other factors affecting the value of a Fund’s or account’s investments. At such times, Funds’ and
accounts’ exposure to a number of other risks described elsewhere in this section can increase.
General Risks for Fixed Income Strategies
Credit Risk- The risk that the issuer or borrower will fail to make timely payments of interest
and/or principal. This risk is heightened for lower rated or higher yielding fixed income securities
and lower rated borrowers.
Issuer Risk- The risk that the value of securities may decline due to a number of reasons relating to
the issuer or the borrower or their industries or sectors. This risk is heightened for lower rated fixed
income securities or borrowers.
Liquidity Risk- The risk that a seller may be unable to find a buyer for its investments when it
seeks to sell them, which is heightened for high yield, mortgage-backed and asset-backed securities.
Interest Rate Risk - The risk that the value of a debt obligation falls as interest rates rise.
Non-U.S. Securities Risk- The risk that the value of non-U.S. investments will fall as a result of
political, social, economic or currency factors or other issues relating to non-U.S. investing generally.
Among other things, nationalization, expropriation or confiscatory taxation, currency blockage,
political changes or diplomatic developments can negatively impact the value of investments. Non-
U.S. securities markets may be relatively small or underdeveloped, and non-U.S. companies may not
be subject to the same degree of regulation or reporting requirements as comparable U.S.
companies. This risk is heightened for underdeveloped or emerging markets, which may be more
likely to experience political or economic instability than larger, more established countries.
Settlement issues may occur.
Currency Risk - The risk that the value of investments will fall as a result of changes in exchange
rates, particularly for global portfolios.
Derivatives Risk (for portfolios that utilize derivatives) - The risk that the value of derivative
instruments will fall because of changes in the value of the underlying reference instrument, pricing
difficulties or lack of correlation with the underlying investment.
Leverage Risk (for portfolios that utilize leverage) - The risk of increased loss in value or volatility
due to the use of leverage, or obtaining investment exposure greater than the value of an account.
65
Counterparty Risk - The risk that the counterparty to a swap or other derivatives contract will
default on its obligations.
Prepayment Risk - The risk that debt securities, particularly mortgage-related securities, may be
prepaid, resulting in reinvestment of proceeds in securities with lower yields. An investment may
also incur a loss when there is a prepayment of securities purchased at a premium. Prepayments are
likely to be greater during periods of declining interest rates.
Extension Risk - The risk that an unexpected rise in interest rates will extend the life of a
mortgage-backed or asset-backed security beyond the expected prepayment time, typically reducing
the security’s value.
Models and Data Risk – The risk that one or all of the quantitative or systematic models used may
fail to identify profitable opportunities at any time. These models may incorrectly identify
opportunities and these misidentified opportunities may lead to substantial losses. Models may be
predictive in nature and may result in an incorrect assessment of future events. Data used in the
construction of models may prove to be inaccurate or stale, which may result in investment losses.
General Risks for Equity Strategies
Issuer Risk - The risk that the value of a stock may decline for issuer-related or other reasons.
Market Risk - The risk that the market value of a security may move up or down, sometimes
rapidly and unpredictably, based upon a change in market or economic conditions.
Non-US Securities Risk - The risk that the value of non-US investments will fall as a result of
political, social, economic or currency factors or other issues relating to non-US investing generally.
Among other things, nationalization, expropriation or confiscatory taxation, currency blockage,
political changes or diplomatic developments can negatively impact the value of investments. Non-
US securities markets may be relatively small or underdeveloped, and non-US companies may not be
subject to the same degree of regulation or reporting requirements as comparable US companies.
This risk is heightened for underdeveloped or emerging markets, which may be more likely to
experience political or economic stability than larger, more established countries. Settlement issues
may occur.
Smaller or Mid-Sized Companies Risk - The risk that the equity securities of these companies
may be subject to more abrupt price movements, limited markets and less liquidity than investments
in larger, more established companies.
Derivatives Risk (for portfolios that utilize derivatives) - The risk that the value of derivative
instruments will fall because of changes in the value of the underlying reference instrument, pricing
difficulties or lack of correlation with the underlying investment.
Liquidity Risk - The risk that a seller may be unable to find a buyer for its investments when it
seeks to sell them.
Models and Data Risk – The risk that one or all of the quantitative or systematic models used may
fail to identify profitable opportunities at any time. These models may incorrectly identify
opportunities and these misidentified opportunities may lead to substantial losses. Models may be
66
predictive in nature and may result in an incorrect assessment of future events. Data used in the
construction of models may prove to be inaccurate or stale, which may result in investment losses.
Please see the attached Appendix for a description of the investment practices, securities
and other instruments that may be utilized by our fixed income and equity strategies, and
information about the risks associated with them.
Frequent Trading
Certain of Loomis Sayles’ strategies involve frequent trading. This can have a negative impact on
investment performance through increased brokerage and other transaction costs and taxes. The
strategies that have experienced more frequent trading – defined as portfolio turnover of 100% or
more for the year ending December 31, 2024(or for newer products for which such a range is
expected) are: Core Fixed Income, Inflation Protected Securities, Intermediate Duration Fixed
Income, Short Duration Fixed Income, Core Disciplined Alpha, Long Duration Disciplined Alpha,
Global Disciplined Alpha, Investment Grade Corporate Bond, Investment Grade Intermediate and
Multi Asset Risk Premia.
Disciplinary Information
Loomis Sayles has not been subject to any material legal or disciplinary events during the last ten
years.
Other Financial Industry Activities and Affiliations
Material Business Relationships with Related Parties
Loomis Sayles acts as investment adviser or subadviser for a number of U.S. and offshore funds that
are sponsored and/or distributed by its affiliates. These funds include the Loomis Sayles Funds, the
Natixis Funds, and the Natixis International Funds. Natixis Distribution, L.P., a Loomis Sayles
affiliate, acts as principal underwriter, distributor and administrator for the Loomis Sayles Funds and
the 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 funds
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.
Interests in the above investment funds may be offered to parties with whom Loomis Sayles and/or
its affiliates have an existing client relationship as well as other parties, including Loomis Sayles’
employees or its affiliates and their employees.
In certain circumstances, Loomis Sayles may recommend or purchase shares of one or more funds
for all or a portion of a separate account client’s portfolio. In certain cases, the funds may be
67
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 funds such as distribution, administrative or
transfer agent services.
Other Financial Industry Activities
Commodity Trading Advisor/Commodity Pool Operator. Loomis Sayles is registered as a
commodity trading advisor (“CTA”) and a commodity pool operator (“CPO”) and uses futures
contracts in the management of some client accounts, including pooled vehicles. As a CTA and
CPO, Loomis Sayles can provide futures trading advice to individual separate accounts and pools
(e.g. mutual funds) and can also advise pools that may be defined by the Commodity Futures
Trading Commission as “commodity pools.” Certain Loomis Sayles employees are registered as
“principals” or “associated persons” of the CTA.
Broker-Dealer. Loomis Sayles is the sole limited partner of Loomis Sayles Distributors (“LSD”), a
registered broker-dealer. Certain Loomis Sayles employees are “registered representatives” of LSD.
Trust Company. Loomis Sayles is the direct owner of a non-depository trust company licensed by
the State of New Hampshire, Loomis Sayles Trust Company, LLC (“LSTC”). LSTC serves as
trustee of several collective investment trusts (“Collective Investment Trusts”) and New Hampshire
investment trusts (“NHITs”). In its capacity as trustee, LSTC may receive fees for its investment
advice to the Collective Investment Trusts and NHITs.
The Board of Managers and officers of LSTC are dual employees of Loomis Sayles and LSTC. In
addition, 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 either dual employees of Loomis Sayles and
LSTC or act for Loomis Sayles pursuant to an investment management agreement between 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 associated analytics, and dual
employees of Loomis Sayles and LSTC have access to each other’s trading and compliance
information. In addition to those policies and procedures that are unique to LSTC, and therefore
only apply to LSTC, LSTC employees are required to comply with Loomis Sayles’ compliance
policies and procedures, the effect of which is designed to reasonably assure that the clients of
Loomis Sayles and LSTC are treated fairly and equitably as to each other.
Sponsor of Private Funds. Loomis Sayles acts as sponsor to investment vehicles, including hedge
funds that are offered through private placements to qualified investors. These sponsorship
activities include serving as the sole managing member and/or controlling the general partner of
funds organized as limited partnerships or limited liability companies. Generally, Loomis Sayles also
acts as investment advisor to these funds, for which it receives advisory fees.
Non-U.S. Subsidiaries. Loomis Sayles has established subsidiaries in the United Kingdom,
Singapore and the Netherlands that assist it in its investment, client service and marketing efforts.
68
The UK subsidiary, Loomis Sayles Investments Limited, provides discretionary investment
management, product expertise, regional company research, client service, consultant support,
marketing services and trading for Loomis Sayles in the UK office. The Singapore subsidiary,
Loomis Sayles Investments Asia Pte. Ltd., provides fund management, trading, investment research,
distribution, marketing and client services and support for Loomis Sayles in the Singapore office.
The Netherlands subsidiary, Loomis Sayles (Netherlands) B.V., provides discretionary investment
management, risk management, investment research, marketing and client services. In order to
mitigate potential conflicts of interest that may arise with respect to the business conducted by these
subsidiaries, each entity has implemented formal compliance policies and procedures which are
based primarily on Loomis Sayles’ policies and procedures and modified as necessary to address UK,
Singapore and Netherlands regulatory requirements. Among other requirements, employees of each
non-U.S. subsidiary are required to abide by and annually certify compliance with Loomis Sayles’
Code of Ethics, its Insider Trading Policies and Procedures, and its Gifts, Business Entertainment
and Political Contributions Policies and Procedures. In addition, the activities of the UK office are
monitored by a Compliance Officer in the UK office as well as by the Legal and Compliance
Department of Loomis Sayles; the activities of the Singapore office are monitored by the
Compliance Manager in the Singapore office as well as by the Legal and Compliance Department of
Loomis Sayles; the activities of the Netherlands office are monitored by the Regulatory Compliance
Specialist and Risk Officer in the Netherlands Office as well as by the Legal and Compliance
Department of Loomis Sayles.
Index Activities. Loomis Sayles develops proprietary rules-based indexes, which may be licensed
to one or more financial institutions. Generally, Loomis Sayles is not engaging in a fiduciary capacity
with respect to its creation of such indexes, which will be used by third parties and affiliates to
develop investment products such other parties create, sponsor, offer or distribute. Such other
parties are responsible for product development, suitability determinations and any dealings with
their underlying clients, and such clients are not clients of Loomis Sayles.
Industry Affiliations
Loomis Sayles is an indirect subsidiary of Natixis IM, which owns, in addition to Loomis Sayles, a
number of other asset management and distribution and service entities (each, together with any
advisory affiliates of Loomis Sayles, a “related person”). As noted above, Natixis IM is wholly
owned by Natixis, which is wholly owned by BPCE, France’s second largest banking group. BPCE
is owned by banks comprising two autonomous and complementary retail banking networks
consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional
cooperative banks. There are several intermediate holding companies and general partnership
entities in the ownership chain between BPCE and Loomis Sayles. In addition, Natixis IM’s parent
companies Natixis and BPCE each own, directly or indirectly, other investment advisers and
securities and financial services firms which also engage in securities transactions.
Loomis Sayles does not presently enter into transactions, other than as set out below, with related
persons on behalf of its clients. Because Loomis Sayles is affiliated with a number of asset
management, distribution and service entities, Loomis Sayles occasionally may engage in business
activities with some of these entities, subject to Loomis Sayles’ policies and procedures. Given that
related persons are equipped to provide a number of services and investment products to Loomis
Sayles’ clients, subject to applicable law, clients of Loomis Sayles may engage one or more of its
related persons to provide any number of such services, including advisory, custodial or banking
69
services, or may invest in the investment products provided or sponsored by a related person. The
relationships described herein could give rise to potential conflicts of interest or otherwise may have
an adverse effect on Loomis Sayles’ clients. For example, when acting in a commercial capacity,
related persons of Loomis Sayles may take commercial steps in their own interests, which may be
adverse to those of Loomis Sayles’ clients.
Given the interrelationships among Loomis Sayles and its related persons and the changing nature
of Loomis Sayles’ related persons’ businesses and affiliations, there may be other or different
potential conflicts of interest that arise in the future or that are not covered by this discussion.
Additional information regarding potential conflicts of interest arising from the Loomis Sayles’
relationships and activities with its related persons is provided below.
Loomis Sayles has a variety of relationships with the Natixis IM affiliates, including:
• Advisory or subadvisory arrangements which may be on a discretionary or non-
discretionary basis (including arrangements where Loomis Sayles acts as subadviser to
certain Natixis IM affiliates who may themselves be investment advisers for the account
of an affiliated entity, an unaffiliated client or in connection with Managed Account
Programs and other similar programs sponsored by various financial intermediaries).
• Arrangements where Natixis IM affiliates refer business to, or otherwise solicit or assist
in securing business for, Loomis Sayles for separate accounts and commingled
investment vehicles.
• Research sharing relationships between Loomis Sayles and its affiliates that manage
accounts for both affiliated entities and unaffiliated clients.
• Personnel sharing relationships, including circumstances where certain personnel of
Loomis Sayles serve as directors of entities owned by Natixis IM (and certain personnel
of Natixis IM affiliates serve as directors of Loomis Sayles or entities sponsored by
Loomis Sayles).
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. Since the trading activities of Natixis IM affiliates 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 realized by the
clients of either firm. 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.
Natixis IM 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 IM.
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. Certain of Loomis Sayles’ affiliates also provide investment banking services, and Loomis
70
Sayles has policies and procedures in place to reasonably ensure compliance with the regulatory
requirements relating to participating in affiliated underwritings.
Certain 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 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.
As mentioned above, Loomis Sayles is directly or indirectly owned by, or otherwise affiliated with,
various entities. These affiliated entities may also include foreign insurance companies. From time
to time, Loomis Sayles may manage accounts for these affiliated entities (or for investment vehicles
formed, sponsored or promoted by these affiliated entities).
Loomis Sayles, and certain privately placed pooled vehicles for which Loomis Sayles may act as an
investment adviser, may utilize the capital introduction services of the prime broker(s) to such
pooled vehicles. These services typically involve the communication of general information about
the pooled vehicle to qualified prospects that have a pre-existing relationship with the prime broker
or its affiliates. These arrangements do not result in the payment of placement fees or commissions
by Loomis Sayles or the pooled vehicle to the prime broker or its affiliate that makes the
introductions, regardless of whether or not the introductions lead to an investment in the pooled
vehicle.
Code of Ethics, Participation or Interest in Client Transactions
and Personal Trading
Code of Ethics
Loomis Sayles employees are permitted to buy, sell or hold securities for their personal accounts
subject to the restrictions set forth in the firm’s Code of Ethics (the “Code”), which includes the
requirements of Section 206 of the Investment Advisers Act of 1940, Rule 17j -1 of the Investment
Company Act of 1940 and many of the recommendations of the ICI’s Blue Ribbon Panel on
Personal Investing. Among other things, the Code 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. The Code applies to employees of Loomis Sayles, Loomis Sayles Distributors,
Loomis Sayles Investments Limited, Loomis Sayles Investments Asia Pte. Ltd., Loomis Sayles
(Netherlands) B.V., and Loomis Sayles Trust Company and may, in certain cases, apply to specified
employees of certain of Loomis Sayles’ affiliates (“Participating Affiliates”). The Participating
Affiliates may recommend to their clients securities that are also recommended to Loomis Sayles’
US-based clients. Each Loomis Sayles employee agrees in writing to abide by the Code as a
condition of employment. Among other things, the Code:
71
i. Requires employee to pre-clear new personal accounts
ii. Requires employees to pre-clear certain transactions for their personal accounts;
iii. Provides for blackout periods for certain investment personnel relative to client trading activity;
iv. Provides for certain blackout periods relative to research recommendations initiated by Loomis
Sayles’ Research Departments;
v. Provides for holding periods for personal investments;
vi. Prohibits investments in initial public offerings unless approved on an exceptional basis by the
Chief Compliance Officer;
vii. Requires special pre-approval for outside activities and all private placement and hedge fund
investments, including the purchase of additional shares, (including mandatory capital calls), or
the subsequent sale (partial or full) of a previously approved private placement;
viii. Requires special approval for private placement investments and outside activities;
ix. Requires initial holdings, quarterly transactions, and annual holdings reporting;
x. Requires employees to maintain their personal brokerage accounts with one or more “Select
Brokers” with whom Loomis Sayles has established electronic links to receive trade
confirmations on TD+1, as well as each employee’s investment position, unless otherwise approved
on an exceptional basis by the Chief Compliance Officer or Personal Trading Compliance; and
xi. Requires employees to certify as to their initial receipt and understanding of the Code upon
joining the firm and then as to their compliance therewith and the accuracy of their account
information annually thereafter.
Loomis Sayles has implemented an automated system called PTA, which employees are required to
use to pre-clear their personal securities transactions. In addition, unless otherwise approved by the
Chief Compliance Officer, all employees are required to maintain their personal brokerage accounts
at Select Brokers from whom Loomis Sayles receives automated feeds on a daily basis. The
employee transaction information from these feeds is fed into PTA, and the Personal Trading
Compliance Team is responsible for performing the oversight and monitoring functions necessary
to ensure that employees’ personal securities transactions comply with the applicable requirements
of the Code, and they do this on a daily basis.
PTA is also used by employees to satisfy their quarterly and annual reporting obligations as well as
their annual certification requirements whereby they certify that they have complied with all of the
requirements of the Code.
A copy of the Code is distributed to all new employees of Loomis Sayles within the first 10 days of
their employment with the firm and each employee certifies in writing that he or she will abide by
the Code as a condition of employment. In general, all new employees receive one-on-one training
on the Code and its requirements and what it means to be a fiduciary, within the first 10 days of
their employment. The firm’s Personal Trading Compliance Manager or a designee thereof conducts
these sessions. In addition to the Code, all new employees receive the New Hire package and a
Quick Reference Guide handbook that provide more detailed information relating to the
requirements and administration of the Code and the use of the PTA pre-clearance system. Finally,
all employees are required to pass an on-line Code of Ethics and Fiduciary Duty tutorial on an
annual basis.
72
The Ethics Committee oversees the operation of the firm’s Code. The General Counsel chairs the
Ethics Committee, which also includes the Chief Executive Officer, Chief Compliance Officer and
other senior members of the firm. The Ethics Committee meets on a quarterly basis, generally
before the firm’s Board of Directors meeting to review Code exceptions, if any, by the firm’s
employees. The Committee also considers various enhancements that may be made to the Code as
necessary and appropriate in connection with improvements in automation, regulatory requirements,
or trends in industry best practices. Material matters discussed by the Ethics Committee, if any, are
reported to the Board at its next meeting. Material amendments to the Code are communicated to all
employees in writing and the revised Code is posted on the firm’s intranet site.
A copy of the Code will be provided to any client or prospective client upon request.
While our investment professionals do not actively seek material, non-public information (“MNPI”),
in accordance with Loomis Sayles’ Insider Trading Policies and Procedures they may on occasion
receive MNPI through meetings with companies, broker dealers or from a client with publicly
traded securities. If this occurs, employees must contact the Loomis Sayles Legal and Compliance
Department, which then reviews the facts and circumstances and take measures designed to protect
our firm and our personnel from unlawful trading or the appearance of unlawful trading based upon
that information. Those measures can include the imposition of information barriers (i.e. firewall) or
a restriction on trading in the relevant securities.
Personal Securities Transactions
Loomis Sayles does not buy or sell for its own account securities that Loomis Sayles recommends to
clients, except for shares in investment funds sponsored or advised by Loomis Sayles or its affiliates
as described below or seed capital that Loomis Sayles or its affiliates may invest at the inception of
an investment pool. 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 Code.
Finally, as discussed previously herein, from time to time Loomis Sayles may manage hedge funds,
and employees of Loomis Sayles, including the hedge fund’s investment team and supervisors
thereof, may make personal investments in such hedge funds. At times, especially during the early
stages of a new hedge fund, there may be limited outside investors (i.e., clients and non-employee
individual investors) in such funds. In order to mitigate the appearance that investing personally in a
hedge fund can potentially be used as a way to benefit from certain trading practices that would
otherwise be prohibited by the Code if employees engaged in such trading practices in their personal
accounts, investment team members of a hedge fund they manage are individually required to limit
their personal investments in such funds to no more than 20% of the hedge funds’ total assets,
unless the Chief Compliance Officer approves a higher percentage based on the facts and
circumstances. In addition, the supervisor of a hedge fund investment team must limit his/her
73
personal investment in such hedge fund to no more than 25% of the hedge fund’s total assets. By
limiting the personal interests in the hedge fund by the investment teams and their supervisors in
this manner, all Loomis Sayles hedge funds are deemed to be exempt from the pre-clearance and
trading restrictions of the Code.
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 clients’ best
interests are served when correcting such errors and that clients are 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 retain any gain
realized in connection with the error correction.
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 and circumstances, such as,
but not limited to, a pro rata re-allocation of securities purchased in error for one account to the
remaining accounts in the original order when such accounts have not achieved their desired
weighting in the securities being acquired.
While Loomis Sayles’ general policy is to execute an offsetting 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.
74
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 immaterial 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 Chief Investment Officer, if securities
purchased in an erroneous transaction will be reallocated to other Loomis Sayles clients, 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, risk management committee
and audit committee on a quarterly basis.
Ownership Interests of Loomis Sayles and Its Affiliates
From time to time, Loomis Sayles may recommend or purchase for the accounts of certain 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, collateralized fixed income pools, 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.
75
Certain Investment Funds
As mentioned above, Loomis Sayles or its affiliates may recommend to clients, or Loomis Sayles
may invest for client accounts, in investment funds 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, collateralized fixed income pools, collective investment trusts and other
public or private investment companies. For certain of these investment pools, 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 generally receives advisory or
trustee fees in its capacity as investment adviser, trustee or subadviser (and in cases where 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 funds.
When Loomis Sayles purchases shares of a fund advised or subadvised by Loomis Sayles for a
separate account client’s portfolio, Loomis Sayles’ policy, with certain exceptions particularly with
respect to no-fee funds, is not to charge a separate account advisory fee for any portfolio assets
invested in the fund. However, Loomis Sayles will receive advisory fees from the fund 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. Loomis Sayles may charge a separate
account advisory fee for funds advised or subadvised by it that do not charge management fees and
that have been designed for use by separate accounts.
When Loomis Sayles purchases shares of a fund that is not advised or subadvised by Loomis Sayles
for a separate account client’s portfolio (and even where such fund 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 the fund. 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 fund level (such as advisory fees and other fund expenses) and (b) the client may have been
able to purchase fund shares directly without using the services of Loomis Sayles.
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. These “no-fee”
classes are available to participants advised by Loomis Sayles who pay Loomis Sayles an advisory fee
for assets invested in the investment trust under their investment management agreements with
Loomis Sayles.
In connection with all purchases of shares of a fund for a separate account client’s portfolio, the
client should be aware that such funds may incur additional and/or higher expenses than the
expenses incurred for separate accounts. In the case of funds 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 funds.
76
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 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.
Related Persons -- Transactions and Potential Conflicts
In connection with providing investment management and advisory services to its clients, Loomis
Sayles acts independently of other affiliated investment advisers and manages the assets of each of
its clients in accordance with the investment mandate selected by such clients.
Related persons of Loomis Sayles are engaged in securities transactions. Loomis Sayles or its related
persons may invest in the same securities that Loomis Sayles recommends for, purchases for or sells
to its clients. Loomis Sayles and its related persons (to the extent they have independent
relationships with the client) may give advice to and take action with their own accounts or with
other client accounts that may compete or conflict with the advice Loomis Sayles may give to, or an
investment action Loomis Sayles may take on behalf of, the client or may involve different timing
than with respect to the client. Since the trading activities of Natixis IM 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, adversely
affecting some or all clients. Similarly, one or more clients of Loomis Sayles’ related persons may
dilute or otherwise disadvantage the price or investment strategies of another client through their
own transactions in investments. Loomis Sayles’ management on behalf of its clients may benefit
Loomis Sayles or its related persons. For example, clients may, to the extent permitted by applicable
law, invest directly or indirectly in the securities of companies in which Loomis Sayles or a related
person, for itself or its clients, has an economic interest, and clients, or Loomis Sayles or a related
person on behalf its client, may engage in investment transactions which could result in other clients
being relieved of obligations, or which may cause other clients to divest certain investments. The
results of the investment activities of a client of Loomis Sayles may differ significantly from the
results achieved by Loomis Sayles for other current or future clients. Because certain of Loomis
Sayles’ clients may be related persons, Loomis Sayles may have incentives to resolve conflicts of
interest in favor of certain clients over others (e.g., where Loomis Sayles has an incentive to favor
one account over another); however, Loomis Sayles has established policies and procedures that
identify and manage such potential conflicts of interest.
Potential conflicts may be inherent in Loomis Sayles’ and its related persons’ use of multiple
strategies. For instance, conflicts could arise where Loomis Sayles and its related persons invest in
distinct parts of an issuer’s capital structure. Moreover, one or more of Loomis Sayles’ clients may
own private securities or obligations of an issuer while a client of a related person may own public
securities of that same issuer. For example, Loomis Sayles or a related person may invest in an
issuer’s senior debt obligations for one client and in the same issuer’s junior debt obligations for
another client. In certain situations, such as where the issuer is financially distressed, these interests
may be adverse. Loomis Sayles or a related person may also cause a client to purchase from, or sell
77
assets to, an entity in which other clients may have an interest, potentially in a manner that will
adversely affect such other clients. In other cases, Loomis Sayles may receive material non-public
information (“MNPI”) on behalf of some of its clients, which may prevent Loomis Sayles from
buying or selling securities on behalf of other of its clients even when it would be beneficial to do
so. Conversely, Loomis Sayles may refrain from receiving MNPI on behalf of clients, even when
such receipt would benefit those clients, to prevent Loomis Sayles from being restricted from
trading on behalf of its other clients. In all of these situations, Loomis Sayles or its related persons,
on behalf of itself or its clients, may take actions that are adverse to some or all of Loomis Sayles’
clients. Loomis Sayles will seek to resolve conflicts of interest described herein on a case-by-case
basis, taking into consideration the interests of the relevant clients, the circumstances that gave rise
to the conflict and applicable laws. There can be no assurance that conflicts of interest will be
resolved in favor of a particular client’s interests, and such a conflict of interest may result in certain
clients receiving less consideration than they may have otherwise received in the absence of such a
conflict. Moreover, Loomis Sayles typically will not have the ability to influence the actions of its
related persons.
In addition, certain related persons of Loomis Sayles may engage in banking or other financial
services, and in the course of conducting such business, such persons may take actions that
adversely affect Loomis Sayles’ clients. For example, a related person engaged in lending may
foreclose on an issuer or security in which Loomis Sayles’ clients have an interest. As noted above,
Loomis Sayles typically will not have the ability to influence the actions of its related persons.
Loomis Sayles from time to time purchases securities in initial public offerings or secondary
offerings on behalf of client accounts in which a related person may be a member in the
underwriting syndicate. Such participation is in accordance with Loomis Sayles’ policies and
procedures and applicable law, and Loomis Sayles does not purchase directly from such related
person.
Brokerage Practices
Brokerage Discretion
Generally, Loomis Sayles’ clients give it full discretion to choose broker-dealers. Some clients,
however, direct Loomis Sayles to use only 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 broker-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 that in Loomis
Sayles’ opinion can provide the best overall net results for its clients. Fixed income securities are
78
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.
Brokerage allocation is handled in the same manner for hedge funds as it is for long-only accounts.
Best Execution
Best execution is more of a process than a result. It is the process of executing portfolio transactions
at prices and, if applicable, commissions or spreads that provide the most favorable total cost or
proceeds reasonably obtainable under the circumstances, taking into account all relevant factors. The
lowest possible commission or spread, while very important, is not the only consideration.
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, (g) fair dealing and (h) the quality of the
overall brokerage and research services provided by the broker-dealer.
Our policies and procedures strictly prohibit the direct or indirect use of client account transactions
to compensate any broker, dealer for the promotion or sale of Loomis Sayles/Natixis mutual funds,
services or other products.
Global Trading Analytics, LLC (“GTA”) performs trading cost analysis of Loomis Sayles’ trading in
certain fixed income securities (primarily sovereign governments, agencies, US corporates,
mortgages, municipal bonds, certain foreign corporates and foreign currency) for representative
fixed income client accounts (i.e. typically, commingled vehicles or other accounts whose trading is
representative of the trading for a specific fixed income product). GTA’s trading cost analysis
includes key measurement points for analyzing fixed income trading. These measurement points are
displayed on an overall basis for all of the trades included in the analysis, on a fund-by-fund basis, by
market sector and by dealer.
Virtu performs trading cost analysis of Loomis Sayles’ trading in equity securities. Virtu evaluates
the transaction process from three perspectives: portfolio management, the trading desks, and
broker dealer / venue. In addition, Virtu provides quarterly reporting used by Loomis Sayles’
Trading Oversight Committee, and more frequent daily reports detailing performance of all current
equity trades.
79
Soft Dollars
First and foremost, Loomis Sayles recognizes that it has a fiduciary duty to seek best
execution of its clients’ transactions. Brokerage trading activity is an essential factor in accessing Wall
Street and third-party firm research, and Loomis Sayles acquires research and research services with
the commission charged on its equity clients’ transactions (i.e., soft dollars). 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.
For purposes of this soft dollars discussion, the term “commission” includes commissions paid to
brokers in connection with transactions effected on an agency basis. Loomis Sayles does not
generate soft dollars on fixed income transactions. Furthermore, Loomis Sayles has unbundled its
equity commissions to separate the execution and research components of a commission. 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 $.005-$.045 per
share. The total average commission rate in 2024 was approximately $.03 per share.
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 28(e) of the Securities
Exchange Act of 1934 (“Section 28(e)”). 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) are services that are required by an applicable
self-regulatory organization (“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, (b) products and services created by other broker-dealers,
and (c) products and services created by a third party (“third-party services”). All soft dollar services
are reviewed and approved by Loomis Sayles’ Chief Compliance Officer.
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. As of the date of this Brochure, there are no
mixed-use services being provided to Loomis Sayles.
80
The research services purchased with a fund's/client's commissions are not necessarily for the
exclusive benefit of the particular fund/client, but rather for the benefit of the funds/clients in the
same product (e.g., Large Cap Growth). The soft dollar commissions of an account in one product
are not used for the benefit of a product managed by a different investment team. Soft dollars that
are generated in a given quarter/year that are not used to acquire research in that quarter/year may
be carried over to the following quarter/year to be used at a later time.
With very limited exception, all of Loomis' funds/clients generate soft dollars. However, some
clients do not generate soft dollar commissions, such as Managed Account Program clients, clients
with directed brokerage or zero commission arrangements (which may limit or prevent Loomis
Sayles from using such clients’ commissions to pay for research and research services), and clients
that prohibit soft dollars, and these clients may still benefit from the research provided to Loomis
Sayles in connection with the soft dollar transactions placed for other clients. As a result, certain
clients may have more of their commissions directed for research and research services than others.
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 does not, however, pay for market data with soft dollars, but
rather it pays for such data in hard dollars from its own P&L. In addition, as a result of guidance
from UK Financial Conduct Authority, Loomis Sayles pays broker-dealers a “Corporate Access”
arrangement fee in hard dollars in connection with the Corporate Access meetings attended by
investment team members who manage equity accounts of clients organized in the United Kingdom.
Client Commission Arrangements
Loomis Sayles has entered into several client commission arrangements (“CCAs”) (also known as
commission sharing arrangements) with some of its key broker-dealer relationships. The execution
rates Loomis Sayles has negotiated with such firms vary depending on the type of orders Loomis
Sayles executes with the CCAs (i.e. electronic or traditional), but they will generally be between $.005
and $.02 per share. The CCA rate with such firms is consistent across broker-dealers and will
generally result in a total cost (i.e., execution and research) of no more than $.045 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 and third party services from this pool for the research
and research services such firms have provided to Loomis Sayles. 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).
that provides
Throughout the quarter, the Loomis Sayles’ equity portfolio managers, research analysts and
strategists assess a value on the research they have received, which can include without limitation:
research and other services, idea generation, models, expert consultants, political and economic
analysts, technical analysts, discussions with research analysts and corporate executives, seminars and
conferences. Loomis Sayles uses a software system from a third party vendor, CommciseBuy
integrated commission management and research valuation
(“Commcise”),
functionality. Commcise is used to: track the Research that is provided to and consumed by Loomis
Sayles’ investment professionals, assess the quality and value of said Research, reconcile the soft
81
dollars generated, track consumption relative to budgets, instruct our CCAs on the payments to our
Research providers, and provide an audit trail of Loomis Sayles’ research consumption.
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 FIX connectivity, 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 provide greater transparency to its clients in their
commission reports.
In addition to trading with the CCA broker-dealers discussed above, Loomis Sayles continues to
trade with full service broker-dealers and ECNs, ATSs and other electronic systems.
Competing Trades
Given the many different products that are managed and investment strategies that are used by the
Loomis Sayles investment teams, one portfolio manager may be attempting to buy a security for one
client account while another portfolio manager is selling the same security for another client.
Furthermore, one portfolio manager may sell short a security for one client while a different
portfolio manager is selling or purchasing the same security in another client account. While we seek
to obtain best price and most favorable execution on all orders, one client may receive or appear to
receive a more favorable outcome than others.
When we have orders to buy and sell the same security on the same terms and at the same time, we
may consider doing a cross trade among the client accounts that are involved. However, not all
clients are permitted to engage in cross trades. The investment teams have discretion over whether
and when to effect cross trades between eligible client accounts (upon approval of the firm’s Legal
and Compliance Department), and they may choose not to do a cross trade even if the accounts
involved are permitted to do them.
A Loomis Sayles trader may purchase securities for a client account from a broker dealer to which
he/she has recently sold the same securities for the same or another client account when he/she
believes that doing so is consistent with seeking best execution, particularly where the broker dealer
is one of a limited number of broker dealers who hold or deal in those securities. Loomis Sayles
does not consider the sale and subsequent purchase of the same security from the same dealer to be
a cross trade between the client accounts involved so long as they are separate and independent
transactions and they are not prearranged (i.e., the Loomis trader cannot ask the dealer to hold on to
the securities sold to the dealer in anticipation of the Loomis trader’s purchasing them back at a later
time).
In addition, Loomis Sayles employs traders at different geographic locations, and may use an
affiliate’s trading desk, one generally for transactions in Managed Account Programs and certain
other separate account clients, and the others generally for executing transactions for institutional
separate account clients. By operating the trading desks in this manner, our clients may forego
certain opportunities, including the aggregation of like orders across accounts that trade on different
trading desks, which could result in one trading desk competing with another in the market for
similar securities. In addition, it is possible that the separate trading desks may be on opposite sides
of a trade at the same time, possibly causing certain accounts to pay more or receive less for a
82
security than other accounts, especially where our cross trading policies and procedures require the
trading desk to use different broker dealers in order to prevent cross trades. While these trading
desks operate in different locations, the desks do have linkages in oversight and reporting lines, and
their trading activities are conducted under similar policies and procedures. Finally, Loomis Sayles
may agree to provide model delivery to a Program Sponsor concurrently with the trading of Loomis
Sayles’ other client accounts. Where such concurrent model delivery results in the Program Sponsor
executing its clients’ transactions, such transactions may compete with similar transactions that are
directed by Loomis Sayles for its non-Program client accounts in the same or similar Investment
Product at the same time, thereby possibly adversely affecting the price, amount or other terms of
the trade execution for some or all of the accounts. Any effect of substantially contemporaneous
market activities is likely to be most pronounced when the supply or liquidity of the security is
limited.
Counterparty Risk
All counterparties must be approved by the Head of Trading and the Chief Compliance Officer or
their designees. In addition, counterparties for transactions in certain derivatives and transactions
that involve extended settlement (e.g., 10 or more days) must satisfy the requirements set forth in
our Derivatives Counterparty Policies and Procedures. We periodically review all derivative
counterparties under a risk-based framework. The extent and timing of these reviews varies based
on our assessment of the potential risks associated with the type of trading we conduct with that
counterparty. This typically involves an internal analysis of the counterparty’s credit ratings, the
spreads on the five-year CDS that are traded on the counterparty, if any, and other factors. While we
believe that these measures reduce the risk that a counterparty default will have a major impact on
our client accounts, they cannot guarantee that investment losses associated with a major
counterparty default will be averted.
Managed Account Programs
In addition to the broker-dealer selection criteria listed above, Loomis Sayles considers additional
factors in order to meet its obligation to seek best execution for Managed Account Program trading.
One primary consideration is the nature of the markets for municipal bond and other fixed income
markets which requires that trade counterparties have specific trading expertise. Loomis Sayles
believes that based on our trading experience over time, best execution is typically provided by third
party dealers that make markets in these types of securities. Other considerations for using third
party dealers can include less price dispersion, access to inventory, speed of execution and directives
from the Participant or Program Sponsor. As a result, due to its concentration of municipal bond
and other fixed income investment strategies, Loomis Sayles executes virtually all Managed Account
Program transactions through broker-dealers other than the Program Sponsors or their affiliated
broker-dealers, where Loomis Sayles believes that such trades would result in the most favorable
price and execution under the circumstances, or because of the need to adhere to the restrictions
imposed by the Program Sponsor. In such cases, transaction and other fees are generally included in
the net price of the security and are in addition to wrap fees paid by the Participant. However, in
some situations, trades may be executed with the Program Sponsor (or a broker-dealer designated by
the Program Sponsor) for trading that reflects individual activity in a client’s account, such as initial
investment positioning, rebalancing due to additions or withdrawals of cash or securities, account
liquidations, or other account-specific transactions such as client-directed tax transactions. These
trades are limited in nature, and all or nearly all of the transactions in most Managed Account
83
Program accounts will be traded away from the Program Sponsor or its affiliated broker-dealers.
The additional fees incurred by Managed Account Program clients when Loomis Sayles executes
trades away from the Program Sponsor are discussed in more detail under “Fees and
Compensation” above.
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 may 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 block
“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
(“blocked order(s)”) with the broker that Loomis Sayles believes will provide the best
execution of the blocked 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, discussed below. When such executing broker is not a client’s
Directed Broker, Loomis Sayles may use a “step out” transaction whereby Loomis Sayles
instructs the executing broker to “step out” the Direct Brokerage client’s portion of the
blocked 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 the Directed Broker.
Generally, there are no additional charges for “step out” transactions.
• 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). An exception to these limitations applies to Managed Account
84
Program accounts that pay a wrap fee to the Program Sponsor, which in part covers the cost
of all of the transactions executed for the Managed Account Program account.
Large Cap Growth
All Cap Growth
Small Cap Value
Global Equity Opportunities
Small/Mid Cap Growth
25%
25%
10%
10%
10%
Global Growth
Small Cap Growth
Small/Mid Cap Core
Small/Mid Cap Growth
Long/Short Equity
10%
10%
10%
10%
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 blocked for execution. Loomis Sayles may rotate trades among
these client accounts, if practicable, in accordance with Loomis Sayles’ policy to treat all
accounts fairly and equitably over time, under the circumstances. In such instances, Loomis
Sayles may or may not achieve best 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 $.005 to $.045 per share, depending on the nature of the transaction. In 2024,
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 the purchase of IPOs or secondary offerings.
• 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.
• As a matter of policy, Loomis Sayles does not accept Directed Brokerage arrangements for
fixed income transactions.
85
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;
(iii)
(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;
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.
In addition to the above, 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 the commissions related to such brokerage to
pay operating expenses of the applicable investment company client(s) to defray that client’s
expenses. When satisfying such directions, Loomis Sayles will generally follow the process described
above under “Where Clients Direct Brokerage.”
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.
Aggregation of Orders
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, as provided in the Loomis Sayles
Trade Aggregation and Allocation Policies and Procedures, 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.
Orders may be (but are not required to be) added to a block over a reasonable period of time during
the trading day without first allocating executed shares if the traders believe that the additional
86
orders are based on the same news item, analyst recommendation or other triggering event that
prompted the first order.
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.
Loomis Sayles has fixed income products that are managed out of the firm’s Boston office and use
the Boston fixed income trading desk to execute their client transactions. Loomis Sayles also has
core fixed income products that are managed and traded out of the firm’s Orinda office, and a
separate fixed income trading desk located in the Orinda office is used to execute the transactions of
these core fixed income products. Loomis Sayles also has fixed income products that are managed
and traded out of the firm’s Oakbrook Terrace office, and while the Oakbrook trading desk
primarily trades municipal bond securities for the firm’s municipal bond products, it also trades the
orders of certain Managed Account Program client accounts that are managed out of the firm’s
Boston office. In addition, Loomis Sayles has an equity trading desk in Boston that executes the
client transactions of its growth equity products, and a separate equity trading desk in Boston that
executes the client transactions of its non-growth equity products. All of the firm’s compliance
policies and procedures and oversight capabilities apply to these different trading desks. However,
the transaction orders for the clients in these different products, including initial public offerings
(“IPOs”), are generally placed in the market separately (i.e., not aggregated with like orders of the
fixed income and equity trading desks), and in such instances, each trading desk allocates its
executed transactions separately to the clients in their respective orders (i.e., not pro-rata among all
clients). Furthermore, while the investment decisions for these products’ clients are made
independently by their investment teams, their use of the firm’s research, risk management and other
investment tools, and the fact that their orders are generally not aggregated, creates the possibility
that the like orders of the different products may compete in the market place when they transact
the same security at or about the same time, on the same side of the market. This has the potential
to affect the price, amount or other terms of the transaction executions realized by the clients of
each office. Any effect of substantially contemporaneous market activities is likely to be more
pronounced where the supply or liquidity of the security is limited.
In addition, Loomis Sayles Investments Limited (“Loomis Sayles Investments”), a wholly-owned
in the United Kingdom, may provide trade
subsidiary of Loomis Sayles headquartered
recommendations to Loomis Sayles and place trade orders with broker-dealers at Loomis Sayles’
direction for the benefit of Loomis Sayles’ clients. Such trade recommendations and execution
services will be primarily in securities that are traded in Europe. The Loomis Sayles global fixed
income products and other products that invest in Europe will likely take advantage of Loomis
Sayles Investments’ trade recommendations and order placement services. However, not all
87
products that invest in European securities will take advantage of such recommendations and order
placement services.
invest
in Asia will
Similarly, Loomis Sayles Investments Asia Pte. Ltd. (“Loomis Sayles Asia”), a wholly-owned
subsidiary of Loomis Sayles headquartered in Singapore, may provide trade recommendations to
Loomis Sayles and place trade orders with broker-dealers at Loomis Sayles’ direction for the benefit
of Loomis Sayles’ clients. Such trade recommendations and execution services will be primarily in
securities that are traded in Asia. The Loomis Sayles global fixed income products and other
products that
likely take advantage of Loomis Sayles Asia’s trade
recommendations and order placement services. However, not all products that invest in Asian
securities will take advantage of such recommendations and order placement services.
Allocation of Investments or Trading Opportunities
Loomis Sayles makes decisions to recommend, purchase, sell or hold securities for all of its client
accounts, 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, which may include but are not limited to, the
size of an available purchase or sale opportunity, the availability of other comparable opportunities
and Loomis Sayles’ desire to treat its clients’ accounts fairly and equitably over time.
The goal of our policies and procedures is to act in good faith and to treat all client accounts in a fair
and equitable manner over time, regardless of their strategy or fee arrangements. These policies
include those addressing the fair allocation of investment opportunities across client accounts, the
best execution of all client transactions, and the voting of proxies, among others.
Information regarding investment opportunities is widely disseminated among all appropriate
investment professionals responsible for selecting investments to ensure that the accounts for all
portfolio management groups have an opportunity to act on the information.
The decision on which accounts should participate in an investment opportunity, and in what
amount, is based on the type of security or other asset, the present or desired structure of the
various portfolios and the nature of the account’s investment objectives. Other factors include risk
tolerance, tax status, permitted investment techniques and, for fixed-income accounts, the size of the
account, number of bonds available and other practical considerations. As a result, we may have
different price limits for buying or selling a security in different accounts.
Loomis Sayles’ policy is to allocate purchase opportunities, including securities being offered in
private placements, initial public offerings, secondary 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, 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. Sometimes, however, investment
opportunities are in short supply and there are not enough securities available to create a meaningful
holding in every account for which the security might be a suitable investment. In these cases, our
88
policies allow us to consider a number of factors in determining what we deem to be a fair and
equitable allocation among accounts. We may allocate available securities among accounts with
investment objectives most closely aligned to the investment’s attributes. For example, we may
choose to allocate a small cap initial public offering among investors in our small cap product, even
though the stock might also be suitable for other portfolios with a broader range of holdings. We
may also give priority to client portfolios that differ from strategy, model portfolios or benchmark
targets to promote consistency among similarly managed portfolios. Allocation priorities vary by
type of transaction, but portfolio manager considerations include (but are not limited to) duration,
cash, sector, curve position, state and credit rating. Other considerations may include, but are not
limited to:
impact of the purchase relative to achieving desired portfolio characteristics
the assets of the accounts
•
• block size relative to portfolio size
•
• whether to avoid having an account hold odd-lot or small positions
• diversification within the accounts
•
•
•
the investment objectives of the accounts (including portfolio duration targets, sector
allocation, and structure relevant to account benchmark)
liquidity and cash available for investment in each account
the availability of alternative securities which otherwise accomplish the investment objectives
of the accounts
In rare situations where market factors limit the ability to include all eligible accounts in an IPO, a
rotational allocation approach may be followed. This rotational allocation process must be employed
consistently over time among a given product’s accounts, so as to not benefit any one account over
others.
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. The
Loomis Sayles Investment Risk Review process includes reviews of dispersion among accounts. See
“Review of Accounts” below.
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 Order on a pro rata basis relative to the
number of securities that were intended to be traded (i.e., trade order size) for each account
participating in that Aggregated Order, 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.
89
Notwithstanding the above, a portfolio manager or an appropriate designee thereof and/or a trader
may allocate shares/bonds purchased or sold in a manner that is other than pro rata, when a pro rata
allocation would be impractical or would lead to an inefficient or undesirable result. Examples of
such instances include, but are not limited to, when the portfolio manager, appointed designee
thereof and/or trader or their designee determine(s) that it would be appropriate to round off odd-
lots or a small number of shares/bonds received by an account pursuant to a pro rata allocation,
when the portfolio manager and/or trader determine(s) that it would be appropriate, given the
limited number of shares/bonds actually purchased or sold, to allocate an account or all accounts at
least the minimum tradable lot size, or fill one or more account(s) completely due the account’s
weighting in the security relative to the portfolio manager’s target weighting for the security/sector,
when the portfolio manager, appointed designee thereof and/or trader determines that a purchase
would have a larger impact on an account relative to other accounts in achieving desired portfolio
characteristics, when the portfolio manager is seeking to invest the cash of a new client account or a
significant cash add from an existing client account, when the Portfolio Manager is required to sell
securities to satisfy a client’s investment restrictions or when the portfolio manager is required to sell
securities for a client that is closing its account with Loomis Sayles.
From time to time a Loomis Sayles investment team(s) will approach an issuer to suggest that the
issuer come to market with an offering of securities with specific terms, such as size, price, maturity,
structure, rating, etc. (“Reverse Inquiry”). Likewise, issuers and/or their agents may approach
Loomis Sayles or a specific Loomis Sayles investment team(s) to determine our interest in the
issuer’s coming to market with a securities offering with specific terms, such as size, price, maturity,
structuring, etc. (“Non-Reverse Inquiry”).
Active participation in Reverse or Non-Reverse Inquiries can significantly influence whether a
securities offering comes to market. It may also result in a larger allocation of securities than would
otherwise be received had Loomis or the specific investment team(s) not participated in the Reverse
Inquiry or Non-Reverse Inquiry (“Outsized Allocations”).
Where an investment team’s efforts serve as a key catalyst for an issuer’s decision to come to market,
Loomis Sayles believes such work and effort should be recognized and accrued to the clients of that
investment team(s). In furtherance of this, Loomis Sayles has adopted policies and procedures that
provide that Outsized Allocations will be allocated to the investment team(s) that actively
participated in the Reverse or Non-Reverse Inquiries, and the remaining shares received in the
offering will be allocated pro rata to all of the client accounts that participated in the offering,
including the investment team(s) that participated in the Reverse or Non-Reverse Inquiry.
We use a number of techniques to perform after-the-fact review of trading in client accounts. These
techniques include performance dispersion analysis performed by the Chief Investment Risk Officer
and periodic internal audits performed to determine whether our fixed income investment teams are
following our trade allocation policies and procedures, and whether there is any evidence of
preferential treatment being given to performance fee accounts. We do not, however, routinely
review individual transactions in isolation.
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.
90
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, trade errors 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.
Review of Accounts
Investment Management Teams
Loomis Sayles has organized its business into a series of investment teams. Each investment team
manages assets in a set of distinct investment styles. Some portfolio managers manage assets across
different investment teams.
The investment management teams meet regularly to establish parameters for, and to evaluate the
composition of, accounts managed in that investment style. The investment professionals
associated with the investment platforms take into consideration any internal recommendations
made by Loomis Sayles’ research departments regarding the universe of securities followed by the
research departments.
Each client is assigned to a portfolio manager or team and may be assigned additional client service
personnel. The portfolio manager or team (or client service personnel) confers with the client to
understand the investment objectives and guidelines for the account. The portfolio manager or
team 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. In certain circumstances, various accounts for which a portfolio manager
or team has responsibility may be related to a single “client relationship.” In general, the number of
accounts assigned to any particular portfolio manager, team or client service personnel will depend
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.
With respect to transactions in fixed income securities, 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 or team takes
into consideration any internal recommendations made by Loomis Sayles’ research departments but
is not bound by such recommendations.
Supervisory Oversight
The Chief Investment Officer (“CIO”) has supervisory responsibility for the firm’s fixed income
investment teams. The Deputy Chief Investment Officer has supervisory responsibility for the
firm’s equity investment teams and firm-wide research activities.
91
Investment Risk Review Committee
Loomis Sayles has established an Investment Risk Review Committee that has responsibility for
performing such reviews of Loomis Sayles’ investment management activities as it deems necessary
or appropriate to understand the investment management activities of Loomis Sayles’ investment
professionals, and to understand the investment philosophy, disciplines, risk management approach
and profile, and drivers of current and historical performance of each Loomis Sayles product. These
reviews are conducted by the firm’s Chief Investment Risk Officer semi-annually with each product
team.
The Investment Risk Review Committee seeks 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 by 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 has full responsibility for the functions of the Investment Risk Review Committee. The
Committee generally reviews the performance, attribution, composite dispersion, risk profile and
investment activities for each investment style. The Committee reports material investment related
risks to the Loomis Sayles Risk Management Committee, the CEO, or Board of Directors, as
deemed necessary.
Client Reports
Loomis Sayles generally provides written account reports to separate account clients on either a
monthly or quarterly basis. Standard reports include a complete list of account holdings and
account performance information. These reports and related account information is also available
on the Loomis Sayles website through its eservice platform. Certain clients may receive additional
information if required by their advisory agreement.
Client Referrals and Other Compensation
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 for the first three
years of the client relationship and they are paid over this time period.
In addition, from time to time Loomis Sayles enters into arrangements with affiliates and 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.
92
Amounts Received or Paid in Connection with Certain Investment Funds
Loomis Sayles and/or an affiliate may enter into arrangements with affiliates or unaffiliated third
parties to pay cash compensation to these parties. These payments may take the form of a set fee or
retainer, and/or a specified percentage of advisory and/or incentive fees. 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 Payments
In certain cases, an affiliate of Loomis Sayles may enter into an arrangement with one or more of its
affiliates (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.
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.
Loomis Sayles does not consider such payments to be direct or indirect compensation to any person
for client referrals. These arrangements are reviewed annually.
Custody
Loomis Sayles does not maintain physical custody of client assets, but Loomis Sayles and certain of
its related persons are deemed to have custody over certain investment pools for which Loomis
Sayles or its related persons serve as trustee, general partner, managing member or in a similar
capacity. Such investment pools maintain unaffiliated “qualified custodians” and undergo “surprise”
audits or, in the alternative, annual audits of their financial statements and the audited financial
statements are provided to investors within 120 days of the end of the investment pool’s fiscal year
end. Loomis Sayles’ clients generally retain their own custodians and maintain a separate agreement
with their custodian governing the custodial services provided.
The custody agreements among Loomis Sayles’ clients and the clients’ custodians may authorize
Loomis Sayles to withdraw or transfer client funds or securities upon instruction to the custodian.
Loomis Sayles does not receive such agreements from its clients or their custodians, and therefore is
unaware if they provide Loomis Sayles with the authority described above, and Loomis Sayles will
not act on such authority.
Loomis Sayles provides separate account clients with account statements that are based on
information obtained from its internal accounting system. While Loomis Sayles takes great care in
93
reconciling its information with that of client custodians, there may be some discrepancies. Loomis
Sayles urges clients to compare any Loomis Sayles account statements with those of their custodian.
Currency Conversions
If permitted by a client’s investment guidelines, Loomis Sayles may engage in foreign currency
exchange transactions with dealers as part of its investment strategy. There are also certain categories
of foreign currency exchange transactions which do not involve active investment decisions or
trading with third party dealers. Unless specifically directed by a client, repatriations of income and
dividends for non-global fixed income accounts generally are converted back to base currency
through the client’s custodian in accordance with the custodian’s procedures. Procedures tend to
vary among custodians, particularly with respect to execution price, fees and timing and clients
should ensure that their custodian’s repatriation program is appropriate for them. Due to the desire
to maintain currency exposure, Loomis Sayles’ global fixed income and certain other accounts with a
global focus generally do not automatically convert income back to base currency unless directed by
the client. A similar process exists for transactions in restricted currencies, which involve converting
currency for purchase and sale transactions to comply with local requirements.
Investment 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. Before Loomis Sayles accepts discretionary authority, it
must have a signed investment advisory agreement with the client that covers the assets subject to
Loomis Sayles’ discretion. While not required, many client contracts include the execution of a
power of attorney that specifically authorizes Loomis Sayles to take actions on the client’s behalf.
Most clients customize the investment guidelines with respect to their account(s), and may specify,
among other things, permissible investments, diversification requirements, quality constraints (in the
case of fixed income) and prohibited investments.
Certain clients, however, retain Loomis Sayles on a non-discretionary basis (e.g., in certain Managed
Account Programs). When Loomis 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 by the client or otherwise 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.
94
Each client account is governed by the written investment guidelines and restrictions the client
provides to Loomis Sayles. The fixed income and equity guideline conventions listed below are
applied only in the absence of written direction from a client. Questions regarding these
conventions should be directed to the client’s Relationship Manager at Loomis Sayles.
Fixed Income Guideline Conventions
1. US Government Agency Securities – Loomis Sayles has adopted the convention used
by Barclays Capital, which includes debt of all federal agencies and government
sponsored enterprises, most notably FNMA, FHLB and FHLMC.
2. Securitized Agency and Securitized Credit Securities – Securitized agency securities
include securities that have an implied or explicit guarantee by the US Government or
government sponsored enterprises. Securitized credit securities include asset-backed
securities (ABS), residential mortgage-backed securities (RMBS), commercial mortgage-
backed securities (CMBS), collateralized debt obligations (CDO), collateralized loan
obligations (CLO) and covered bonds. Securitized agency securities, ABS, RMBS, and
CMBS are deemed eligible investments unless specifically prohibited. Certificates issued
by equipment trusts, which hold only equipment leased by one obligor with a corporate
guarantee, are not considered to be ABS and will be treated as corporate debt.
3. Securitized Agency and Securitized Credit Pools – Each securitized agency and
securitized credit pool is classified as a separate issuer for the purposes of calculating
issuer restrictions. The shares outstanding of the entire pool, and not the shares
outstanding of each individual tranche, will be used to calculate the percentage held of an
outstanding issue.
4. Municipal Securities –For the purpose of calculating issuer exposure for municipal
securities, Loomis Sayles will use Ultimate Borrower data in Bloomberg, which specifies
the name of the entity ultimately responsible for payment of the bonds.
5. Securitized Credit and Securitized Agency Classifications – Loomis Sayles currently
relies on Bloomberg for the security classification of most asset classes with the exception
of securitized assets. While Bloomberg does classify securitized assets, it does so at a very
high level and not in a way that distinguishes the different asset classes and accompanying
risks. Therefore, pursuant to formal policies and procedures, the Loomis Sayles Mortgage
and Structured Finance Group will assign a security classification to securitized assets
based on the security’s offering document. Any subsequent classification changes to a
securitized asset must be reviewed by the Compliance Department to ensure
appropriateness. The Securitized Credit classification will include all securitized sectors in
the benchmark; provide subcategories for ABS, RMBS, CMBS and CDO/CLO; separate
Agency and Non-Agency RMBS into different categories; and combine ABS Home
Equity and Non-Agency CMOs into one category under RMBS. Client guidelines and
restrictions that prohibit ABS or ABS Home Equity Loan will prohibit the account from
purchasing securities in the RMBS categories of Subprime, HELOC and Second Lien
Loans. Within RMBS, categories such as Prime or Subprime will be determined based on
the balance weighted average FICO scores of the borrowers in the pool, measured at the
time of issuance. The FICO ranges that correspond to Prime or Subprime categories are
95
determined in accordance with our policies and procedures, which we believe to be within
industry norms. References to Subprime will only relate to RMBS unless specifically
stated otherwise in the guidelines.
6. Mortgage Derivatives – Mortgage derivatives will be identified by the research analyst
as securities that have the following characteristics: (1) securities with cash flows that are
more volatile to prepayments than the underlying collateral; (2) securities with coupons
that have more levered sensitivity to changes in rate benchmarks; or (3) other securities
that may have characteristics similar to (1) and (2) above that are deemed complex
instruments at the discretion of the research analyst. Client guidelines that prohibit high
volatility CMOs will be prohibited from purchasing securities flagged as a mortgage
derivative.
7. Preferred Stock – Preferred stock is deemed an eligible investment for high yield and full
discretion accounts unless specifically prohibited.
8. Convertible Securities – Convertible securities are deemed eligible investments for high
yield and full discretion accounts unless specifically prohibited. Securities received due to
the conversion of a convertible security are deemed permissible unless specifically
prohibited.
9. 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.
10. 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 deemed eligible investments unless specifically
prohibited, so long as they otherwise meet the quality parameters of the guidelines.
11. Foreign Securities – Foreign fixed income securities are all securities that are not
denominated 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.
12. Emerging Market Securities – There is no one definition of an emerging market
country as evidenced by the manner in which various institutions (i.e., World Bank, the
IMF, JP Morgan, etc.) define such countries. However, credit quality is one objective way
to define an emerging market country. Therefore, for purposes of establishing an
independent definition for investment guideline purposes, an emerging market country is
defined as 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. Thus, an emerging
market security is defined as a security which is issued by sovereign or corporate entities
domiciled in or denominated in the currency of (with the exception of the Euro) an
96
emerging market country as defined above. As of March 2025, the sovereign quality
ratings for Chile, China, Czech Republic, Hungary, India, Indonesia, Kuwait, Malaysia,
Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia, Taiwan and Thailand, among
others, are investment grade by both S&P and Moody’s and therefore, securities issued in,
domiciled in, or denominated in the currencies of these countries will NOT be considered
emerging market securities for purposes of any client investment guidelines and
restrictions that either prohibit or limit emerging market securities. (This list will change
as ratings change in the future.) Notwithstanding the foregoing, certain funds/separate
accounts managed by Loomis Sayles may use a broader and/or more subjective definition
of an emerging market security than the above that is more appropriate for their
mandates and/or benchmarks, but would not be appropriate to be used for clients that do
not provide a definition of an emerging market security in their guidelines.
13. Fixed Income Analytics – Unless otherwise specified, analytics from a third party
vendor, Barclays PORT, is used for guideline compliance purposes. For securities where
Barclays PORT does not provide analytics, or there are serious deficiencies observed in
Bloomberg’s data, Loomis Sayles will use the analytics from Yieldbook. In situations
where the analytics data from a third party vendor source is unavailable, or where Loomis
Sayles has learned of material inaccuracies in third party data, Loomis Sayles will attempt
to obtain the data from a vendor, or get the vendor to correct its data, and until such time
as the data is obtained and corrected, Loomis Sayles will assign analytics to a security
based on proprietary model calculations. Convertible and Global TIPS will use
Bloomberg as the primary analytics source, and certain derivative securities held in
portfolios will use SuperDerivatives as the primary analytics source.
14. Benchmark Data – Loomis Sayles receives benchmark data from various vendors for
use in our compliance system to monitor restrictions that are measured against
benchmark data. Due to the timing of when these files are received at Loomis Sayles, the
benchmark data is typically loaded on a one day lag.
15. Duration – Unless otherwise specified, effective duration analytics from a third party
vendor is used to calculate the average portfolio duration for guideline compliance
purposes for accounts other than municipal clients. Modified duration will be used for
municipal client accounts. The following instruments held in portfolios will be assigned a
duration of “0”: (1) common stocks, ETFs and index instruments; (2) commodity
contracts, commodity ETFs, and commodity index contracts; (3) cash; (4) currency
derivative contracts, including but not limited to forward currency contracts and currency
futures contracts; and (5) any derivatives on (1) and (2). Bank loans held in portfolios will
be assigned a duration of “0.1”.
16. Spread Duration – Unless otherwise specified, accounts that limit the spread duration of
a portfolio will include Treasury securities and any derivatives on Treasury securities in
the spread duration calculation. With the exception of non-German Euro currency based
instruments, Treasury securities and any derivatives on Treasury securities will be assigned
a spread duration of “0”. Non-German Euro currency based instruments will use the
spread duration analytics from a third party vendor. Equity securities will be assigned a
spread duration of “0”.
97
17. 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.
(“BCLASS”)
industry classifications
18. Industry/Sector Classification – Loomis Sayles utilizes the Bloomberg Barclays Global
Sector Classification Scheme
to determine
compliance with industry and sector guidelines for all fixed income securities except for
securitized credit and securitized agency securities. BCLASS classifications are divided
into one of four broad categories: treasury, government-related, corporate and securitized
and then further classified into sub-sectors to add additional granularity. Industry
classifications will be based on Bloomberg Barclays Level 4 and sector classifications will
be based on Bloomberg Barclays Level 3. For our municipal products, Loomis Sayles will
use the Bloomberg Barclays Municipal Index Classification, a classification scheme that is
unique to the risk factors associated with the municipal market and related indices. Under
this scheme, municipal bonds are categorized into four categories, generally by revenue
source: General Obligation, Pre-Refunded, Insured and Revenue, with Revenue bonds
further classified into sub-sectors based on revenue source. If a municipal bond is held in
both a municipal product account and a non-municipal fixed income product account,
Loomis Sayles will use the Bloomberg Barclays Municipal Index Classification for the
municipal accounts and the BCLASS for the non-municipal fixed income product
accounts for purposes of complying with the industry and sector guidelines.
19. Bank Loan Classifications – Loomis Sayles currently relies on bank loan offering
documents in order to obtain data for new bank loans and it relies on data from a variety
of sources (e.g. Bloomberg, EDGAR, company websites, etc.) for data relating to existing
bank loans. Updates to credit ratings are obtained from the Moody’s and S&P websites.
The Loomis Sayles Bank Loan Team reviews the bank loan classifications on an ongoing
basis to ensure that the data remains accurate.
20. 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).
21. Rating Agencies – Unless otherwise specified, S&P and Moody’s ratings will be used to
determine the credit quality of a security.
22. 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.
23. Non-Rated Securities – For purposes of complying with minimum credit quality
requirements, if a security is only rated by one agency, a rating of NR by the other rating
agencies will not be evaluated (e.g., where guidelines require that an investment be rated
at least B, a security rated B/NR is deemed permissible).
24. Weighted Average Quality Calculation – For purposes of calculating the weighted
average quality of a portfolio, Loomis Sayles uses a linear rating scale whereby the ratings
98
of various agencies are mapped to numeric equivalents in order to calculate the portfolio’s
average quality. This methodology is consistent with the Barclays Capital methodology
for calculating average quality for its indices. If the guidelines permit investments in
common stocks, the common stocks held in the portfolio will be excluded from the
weighted average quality calculation.
25. Downgraded Securities – When a rating agency downgrades a security (“DG Day”), our
system will reflect this rating change on the following business day (“DG Day + 1”).
Should client notification of downgraded securities be required by the client guidelines,
such notification will be based on holdings as of the end of day on DG Day.
26. Cash Ratings – Unless otherwise specified, the currency’s sovereign quality rating will be
used to determine the credit quality of cash and cash will be included in applicable quality
rating restrictions.
27. Credit Swaps of Investment Grade Securities – For accounts that treat U.S. cash as an
investment grade exposure, if the account is below a minimum quality limit due to non-
volitional action (e.g., downgrade or withdrawal), and the rule applies at the time of
purchase, the account will be permitted to sell investment grade securities because the
cash proceeds will be in the investment grade bucket and the percentage of investment
grade exposure will remain the same. Therefore, a credit swap of one investment grade
security for another will be permitted even though the account is out of compliance with
the minimum requirement at the time of the trades
28. 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 or Moody’s, the security’s sovereign quality rating will be
used to determine the credit quality of the security.
29. Non-Rated Securities with Government Guarantee – If a security is not rated by S&P
or Moody’s, but is guaranteed by the United States or another sovereign, the sovereign
quality rating will be used to determine the credit quality of the security, and the security
will be deemed permissible for accounts that prohibit non-rated securities.
30. Expected Ratings – For purposes of determining guideline compliance for new issues,
the expected rating(s) provided by S&P, Moody’s and/or Fitch for a security will be used
until the actual rating(s) is published on Bloomberg, for a maximum of 30 days. If the
actual rating has not been published after 30 days, Loomis Sayles will change the rating to
NR on its systems for guideline compliance testing purposes.
31. 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.
99
32. 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 to hedge against non-dollar exposure.
33. 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 will be deemed as private placement and restricted
securities.
34. Reg S Securities – Reg S securities are deemed eligible investments for all foreign
accounts unless specifically prohibited. Reg S securities that have been seasoned to trade
in the U.S. are deemed eligible investments for all U.S. accounts unless specifically
prohibited. Eligible Reg S investments will not be deemed as private placement or
restricted securities.
35. TBA Mortgage Securities – TBA mortgage securities (“TBAs”) are eligible investments
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. Selling TBAs for forward settlement will be permitted when an account
holds existing specified mortgage pools that have the same US Agency, coupon rate and
maturity as the TBA. This strategy will not be considered a short sale if the aggregate
exposure of the US Agency specified pools and short US Agency TBA position is positive
on a net basis.
36. Tracking Error – Unless otherwise specified, in order to monitor compliance with a
portfolio’s tracking error objectives, Loomis Sayles will monitor a portfolio’s estimated
tracking error, as derived by a third party vendor within the target range specified by the
client. The target tracking error is not intended to reduce investment efficiency and
Loomis Sayles bears no obligation or responsibility to take any investment actions solely
for this purpose of satisfying tracking error objectives. Unless otherwise specified,
Loomis Sayles will measure tracking error using an ex-post calculation.
37. Accrued Income – Loomis Sayles will include accrued income in its definition of market
value for purposes of complying with guideline exposure limits. Accrued income is
defined as fixed income accruals and equity dividends receivable.
38. Structured Notes – Unless explicitly prohibited, accounts may invest in structured notes
(e.g., currency linked notes, credit linked notes, credit risk linked notes, etc.) where the
underlying reference instrument or pool is a permissible investment in the client
guidelines. Structured notes, such as credit risk linked notes where the underlying
instrument is not a derivative and the offering memorandum has designated the
instrument as indebtedness for U.S. federal tax purposes, will be treated as debt and not a
derivative for the purposes of complying with client guidelines. Structured notes where
the underlying is a derivative or is levered, or the offering memorandum characterizes the
instrument as a derivative for U.S. federal tax purposes, will be treated as a derivative for
guideline compliance purposes.
100
39. Currency Linked Notes – Currency linked notes are deemed eligible investments for
accounts that permit non-dollar exposure, unless specifically prohibited.
40. Pre-refunded Municipal Securities – Municipal securities that are pre-refunded, or
escrowed to maturity, will be assigned a AAA/Aaa rating in our compliance system for
purposes of complying with client rating restrictions.
41. Swaptions and Interest Rate Swaps – Loomis Sayles uses a third party vendor,
SuperDerivatives for swaption and interest rate swap security analysis.
42. Hybrid Securities – Hybrid securities are deemed an eligible investment for an account
unless specifically prohibited.
43. Selling Below a Guideline Limit – An account that has guideline language such as
“under normal conditions” or similar language will be permitted to sell securities which
would breach a minimum guideline requirement if such action is necessary due to a
material withdrawal from the account, an exceptionally volatile market or in the case of a
security being sold across all accounts due to credit concerns.
44. Cash Withdrawals/Redemptions – When selling securities to raise cash for an account
withdrawal or redemption, Loomis Sayles may take the withdrawal/redemption amount
into consideration in the denominator for compliance testing purposes because the cash
will the leave the account on settlement date. For example, as an account with a market
value of $100 million dollars sells securities to raise cash to meet a $10 million withdrawal,
it may use a denominator of $90 million to calculate compliance limits. This action may
result in the account selling securities below certain minimum investment restrictions.
However, the account will be in compliance with the restrictions on the redemption
settlement date.
45. Social Restrictions – Loomis Sayles receives data from a third party vendor, MSCI, to
comply with certain social restrictions, such as prohibitions on issuers of tobacco, alcohol,
gaming, etc. Issuers that are on such social restriction screens are identified based on the
percent of direct operating revenue received from the prohibited activity (i.e., tobacco,
alcohol, gaming, etc.) Absent client direction, Loomis Sayles will prohibit securities of
any issuer that generates any operating revenue from the prohibited activity from being
purchased in accounts with such guidelines. If a subsidiary of a parent company is not
independently covered by MSCI, it will be prohibited if the parent is prohibited.
46. Human Rights, Environmental, and Labor Restrictions – Loomis Sayles receives
data from a third party vendor, MSCI, to comply with Human Rights, Environmental,
and Labor guideline restrictions. MSCI applies a ‘severity score’ to each issuer in their
coverage universe ranging from 0 for “most severe” to 10 for “no ties to Human Rights,
Environmental, and/or Labor violations”. Loomis Sayles considers an issuer to be a
violator if its severity score is 0, and will not purchase any security of issuers with such
classifications for clients that prohibit investments in issuers that violate Human Rights,
Environmental, and/or Labor Rights factors. If a subsidiary of a parent company is not
independently covered by MSCI, it will be prohibited if the parent is prohibited.
101
47. Commercial Paper – Commercial paper is deemed an eligible investment for accounts
that permit corporate debt exposure unless specifically prohibited.
48. Leverage / Security Purchase Obligations – Loomis Sayles will only purchase
securities for a client account if such account has sufficient cash and/or cash equivalents
to pay for the securities. An account will not be considered leveraged provided it can
cover its security purchase obligations with cash and/or cash equivalents in an amount
equal to the cost of the securities. Cash equivalent assets include the following:
Custodian STIF;
Time Deposits, Certificates of Deposits, Bankers’ Acceptances;
Repurchase Agreements collateralized by US Treasury securities;
a.
b.
c.
d. Commercial Paper with a credit quality of A1/P1 or better;
e. US Government, Agency and corporate obligations with a maturity of less
f.
g.
than one year with a credit quality of A3 or A- or better by Moody’s or S&P;
Asset Backed Securities, Commercial Mortgage Backed Securities and
Mortgage Backed Securities with an effective duration of no longer than 1
year and an expected average life of no longer than 5 years and a credit quality
of A3 or A- or better by Moody’s or S&P; and
Floating rate securities of the issuers listed above that reset at least annually
and have a credit quality of A or better.
49. Leverage/Forward Obligations – Loomis Sayles will only invest in derivatives
instruments that are permitted by a client’s guidelines. Certain derivatives, reverse
repurchase agreements, and TBAs have the ability to create leverage in a client’s portfolio
due to the forward obligations they create. There are numerous definitions of leverage
(e.g., custodian, accounting, physical, etc.), and as many different methods for calculating
leverage. Loomis Sayles’ procedures provide that when an account enters into a forward
obligation it shall maintain liquid and unencumbered assets to cover its obligations
according to the following guidelines: (1) credit default swap protection sold by the
account, uncovered (naked), written call and put options, and all non-derivative
instruments with forward obligations, with the exception of reverse repurchase
agreements, will be covered with cash and High Quality Liquid Assets (defined as liquid
and unencumbered obligations rated at least A- by S&P, A3 by Moody’s, or A- by Fitch),
equal to 100% of the notional amount or the delta adjusted notional amount in the case
of options, (2) credit default swap protection bought by the account (short position) will
be covered with cash, cash equivalent assets and other High Quality Liquid Assets equal
to the mark-to-market obligation of the swap plus the net present value of the total
premiums to be paid for such swap for a rolling forward 12 month period, (3) purchases
of call and put options and written call and put options used for hedging purposes will
require no cover, (4) reverse repurchase agreements will be covered with cash, cash
equivalent assets and other High Quality Liquid Assets equal to the unrealized loss value
of the reverse repurchase agreement, and (5) all other derivatives not addressed above will
be covered with cash, cash equivalent assets and other High Quality Liquid Assets equal
to the mark-to-market obligation of the derivative plus any premium and an additional
amount in order to establish an additional cushion, as determined by Loomis Sayles in its
discretion. The collateral held by a counterparty or agent thereof may be taken into
102
consideration when determining the cover guidelines described above. Forward currency
transactions used to hedge an account back to its base currency will be covered by the
underlying securities being hedged by such forwards. In addition, derivatives that are
used to hedge a portfolio’s duration to a hedged benchmark as required by a client’s
investment management agreement are exempt from the cover requirements described
above.
An account’s guideline that prohibits leverage will not preclude Loomis Sayles from using
permissible derivatives provided that the forward obligations created by said derivatives
are covered as described above in the account for risk management purposes. It should
be noted that covering forward obligations with High Quality Liquid Assets as described
above involves more risk than covering said obligations with cash only, since High
Quality Liquid Assets have their own risk.
An account that specifically permits leverage will not be required to cover its obligations
as described above as long as it is able to meet its required collateral and margin
requirements with its counterparties.
Finally, the process followed for all regulatory funds (e.g., 1940 Act Mutual Funds,
Undertakings for the Collective Investment of Transferable Securities (“UCITS”), etc.) is
consistent with the applicable regulatory guidance and requirements set forth in this area.
Equity Guideline Conventions
1. Country Designations – Subject to client approval, Portfolio Managers may assign a
country designation to a security that is different from the designation assigned by an
account's benchmark. A Portfolio Manager's country designation may be based on several
factors, which may include, but are not limited to, an issuer’s country of incorporation,
issuance, or risk; markets in which the issuer's securities are primarily traded; the location
of the issuer’s headquarters, principal offices, or operations; the country where the issuer
is organized; the percentage of the issuer's revenues or profits derived from goods
produced or sold, investments made, or services performed in the relevant country; and
information provided by third party data analytics service providers. As a result of the
discretion given to Portfolio Managers to make country designations, such designations
may vary by product, where, for example, one product may classify a security as U.S.,
while another product may classify the same security as foreign.
Voting Client Securities
Loomis Sayles’ Proxy Voting Policies and Procedures
Loomis Sayles will vote proxies of the securities held in its clients’ portfolios on behalf of each client
that has delegated proxy voting authority to Loomis Sayles as investment adviser. Loomis Sayles has
adopted and implemented Proxy Voting Policies and Procedures (“Proxy Voting Procedures”) to
ensure that, where it has voting authority, proxy matters are handled in the best interests of clients,
103
in accordance with Loomis Sayles’ fiduciary duty and all applicable law and regulations. The Proxy
Voting Procedures, as implemented by the Loomis Sayles Proxy Committee (the “Proxy
Committee”), are intended to support good corporate governance, including those corporate
practices that address environmental, social, and governance issues (“ESG Matters”), in all cases
with the objective of protecting shareholder interests and maximizing shareholder value.
The Proxy Voting Procedures are designed and implemented in a way that is reasonably expected to
ensure that proxy matters are conducted in the best interests of clients. When considering the best
interests of clients, Loomis Sayles has determined that this means the best investment interest of its
clients as shareholders of the issuer. To protect its clients’ best interests, Loomis Sayles has
integrated the consideration of ESG Matters into its investment process. The Proxy Voting
Procedures are intended to reflect the impact of these factors in cases where they are material to the
growth and sustainability of an issuer. Loomis Sayles has established its Proxy Voting Procedures to
assist it in making its proxy voting decisions with a view toward enhancing the value of its clients’
interests in an issuer over the period during which it expects its clients to hold their investments.
The Proxy Voting Procedures generally direct the Proxy Committee on how to vote on the most
common proxy proposals. Topics covered include director nominees, proxy contest defenses,
ratifying auditors, tender offer defenses, governance provisions, capital structure, executive and
director compensation, incorporation domiciles, mergers, acquisitions, corporate restructurings, and
ESG Matters.
A copy of the Proxy Voting Procedures is available upon request by calling 1-800-343-2029, by
writing to Loomis Sayles or via the internet at https://www.loomissayles.com/website/esg/proxy-
voting.
Loomis Sayles uses the services of third parties (each a “Proxy Voting Service”) to provide research,
analysis and voting recommendations and to administer the process of voting proxies for those
clients for which Loomis Sayles has voting authority. All issues presented for shareholder vote are
subject to the oversight of the Loomis Sayles Proxy Committee, either directly or by application of
the Proxy Voting Procedures. All non-routine issues will generally be considered directly by the
Proxy Committee and, when necessary, the investment professionals responsible for an account
holding the security and will be voted in the best investment interests of the client. All routine “for”
and “against” issues will be voted according to the Proxy Voting Procedures unless special factors
require that they be considered by the Proxy Committee and, when necessary, the investment
professionals responsible for an account holding the security. Loomis Sayles will generally follow the
Proxy Voting Procedures with input from the Proxy Voting Service that provides research, analysis
and voting recommendations to Loomis Sayles, unless the Proxy Committee determines that the
client’s best interests are served by voting otherwise.
The Proxy Committee’s specific responsibilities include: (1) developing, authorizing, implementing
and updating the Proxy Voting Procedures; (2) overseeing the proxy voting process; (3) engaging
and overseeing third-party vendors that materially assist Loomis Sayles with respect to proxy voting,
including the Proxy Voting Services; and (4) further developing and/or modifying the Proxy Voting
Procedures as otherwise appropriate or necessary.
Loomis Sayles has established policies and procedures to ensure that proxy votes are voted in its
clients’ best interests and are not affected by any possible conflicts of interest. First, except in
104
certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set
forth in the Proxy Voting Procedures. Second, where the Proxy Voting Procedures allow 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 interests of the firm’s 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 disclosure of any
conflict, that person may provide information, opinions or recommendations on any proposal to the
Proxy Committee. In such event, prior to directing any vote, the Proxy Committee will make
reasonable efforts to obtain and consider opinions and recommendations from or about the
opposing position.
As explained more fully in the Proxy Voting Procedures, there may be circumstances where Loomis
Sayles may not vote or is not able to vote proxies on a client’s behalf, such as when the Proxy
Committee has concluded that voting would have no meaningful, identifiable economic benefit to
the client as a shareholder, when the Proxy Committee has concluded that the costs of or
disadvantages resulting from voting outweigh the economic benefits of voting, when ballot delivery
instructions have not been processed by a client’s custodian, when the Proxy Voting Service has not
received a ballot for a client’s account, when proxy materials are not available in English, and under
other circumstances beyond Loomis Sayles’ control.
Clients that wish to make a specific direction with respect to any proxy proposal may do so in
writing addressed to their Relationship Manager with sufficient advance notice prior to an issuer’s
voting deadline. Clients may also address questions about a specific proxy solicitation or make a
request for a voting history report to their Relationship Manager. Clients of Loomis Sayles’ mutual
funds may obtain the voting history of their fund (or other Loomis Sayles funds) by accessing
Loomis Sayles’ website.
Clients that do not provide voting discretion to Loomis Sayles will receive any proxy solicitation
materials resulting from their account holdings directly from the issuer or its agent.
Financial Information
Not applicable
105
Privacy Policy
This Privacy Notice describes the types of personal information Loomis, Sayles & Company, L.P.,
Loomis Sayles Investments Limited, Loomis Sayles Investments Asia, Pte. Ltd., Loomis Sayles
(Netherlands) B.V., Loomis Sayles Distributors, L.P. and Loomis Sayles Trust Company LLC
(collectively referred to as “Loomis Sayles”) collects, how we may process that information and who
we can share it with. This Privacy Notice also describes the measures we take to protect the security
of your personal information.
Personal information
Personal information, also referred to as “Personal Data”, means any information relating to an
identified or identifiable natural person; an identifiable natural person is one who can be identified,
directly or indirectly, in particular by reference to an identifier such as a name, an identification
number, location data, an online identifier or to one or more factors specific to the physical,
physiological, genetic, mental, economic, cultural or social identity of that natural person.
Types of information we collect
Loomis Sayles will only collect personal information that is relevant and not excessive for the
purposes for which it is collected.
Please see our Candidate Privacy Notice for additional, detailed information on the Personal Data
we collect during the recruitment process.
Types of personal information
Description
Contact
• Your name, your employer’s name, and how to contact
you
Employment
• Where you work or have worked
Locational
• Data we get about where you are. This may come from
your devices you use to access our website
Technical
• Details on the devices you use
Communications
• What we learn from you from your communications
with us
and
Personal Documentation
National Identifiers
• Details about you that are contained in documents such
as contracts, passports, your driver’s license or other
forms of government identification
Consents
• Any consents or preferences you give us including your
preferences on what information you receive from us
106
What we use your personal information for and why
The following table describes what we use your information for and our reasons.
Why we use your personal information
What we use your personal
information for
• To fulfill our contractual obligations to you or
To serve you or your company as our
client
your company
• To comply with our legal requirements
• To fulfill our contractual obligations to you or
To communicate with you as our
client, our client contact, or employee
your company
• To comply with our legal requirements
• Our legitimate business interests
• To comply with our legal requirements
• To fulfill our contractual obligations to you or
your company
• Our legitimate business interests
To manage our business operations,
including but not limited to: managing
our products and services; collecting
money that is owed to us; and making
payments for products and/or services
received
To improve our products and services
• To fulfill our contractual obligations to you or
your company
• Our legitimate business interests
To manage privacy and security
• To comply with our legal requirements
• To fulfill our contractual obligations to you or
your company
• Our legitimate business interests
To aid in the detection and prevention
of financial crimes
• To comply with our legal requirements
• To fulfill our contractual obligations to you or
your company
• Our legitimate business interests
comply with our
regulatory
To
requirements
• To comply with our legal requirements
• To fulfill our contractual obligations to you or
your company
How do we obtain your personal information?
We may collect personal information about you or your company from any of these sources:
Directly by you when:
107
• You or your company engage our services or buy our products
• You communicate to us as your company’s contact person
• When you use our website (please see our Cookie Policy for additional information on how
we use cookies)
• When you speak to us on the phone or during meetings
• You apply for employment or become an employee
From outside sources such as:
• Government and law enforcement entities for purposes such as identification verification
and the prevention of crime
• Your employer with whom we conduct business
• Our affiliated companies or agents who help us source business or service our employees
and clients
Security and confidentiality
Equipment and Information Security
In order to safeguard against unauthorized access to personal information by third parties outside
Loomis Sayles, all electronic personal information held by Loomis Sayles is maintained on systems
protected by secure network architectures that contain firewalls and intrusion detection devices.
Servers holding personal information are “backed up” (i.e., recorded on separate media) on a regular
basis in an effort to avoid any inadvertent erasure or destruction of information. The servers are
stored in facilities with appropriate security and fire detection and response systems.
Access security
Loomis Sayles limits access to the internal systems that hold personal information to a select group
of authorized users who require such personal information for the sole purpose of performing their
job duties.
Sharing of Personal Information
Loomis Sayles may share the information you provide among our subsidiaries and affiliates as
required and as permitted by law. Loomis Sayles may also share personal information with third
party service providers to perform services on our behalf for the benefit of our clients and/or
employees.
In addition, Loomis Sayles may disclose personal information (i) if Loomis Sayles is required to do
so by law or legal process or to enforce any rights Loomis Sayles may have against you as necessary,
(ii) to law enforcement authorities or other government officials, (iii) when Loomis Sayles believes
disclosure is necessary or appropriate to prevent physical harm or financial loss in connection with
an investigation of suspected or actual illegal activity, or (iv) if this is necessary to protect the vital
interests of a person. Third party service providers may disclose personal information to other third
parties for business purposes such as: governmental authorities for immigration or visa issues, as a
matter of law or legal process (e.g. to tax and social security authorities), to protect Loomis Sayles
108
legal rights (e.g. to defend a litigation suit) or as part of litigation involving such third party; or in an
emergency where the health or security of an individual or an individual’s personal information is
endangered (e.g. a fire or natural disaster); or, for such other purpose required for business operation
or by local laws.
Loomis Sayles requires its third-party servicers to agree to comply with appropriate privacy and
security standards or to undertake to provide similar and appropriate levels of protection as Loomis
Sayles when processing personal information.
Personal information transfer and storage
Loomis Sayles may transfer your personal information to the United States based on a need to
comply with the terms of various contracts, to comply with applicable laws and regulations, or for
our legitimate business needs.
Personal Information may be stored on servers located in the United States.
Rights with Respect to Personal Data
Within the limitations of our legal or contractual obligations, you may have the right to:
• Obtain access to your Personal Data
• Rectify, update and delete your Personal Data for legitimate reasons
• Object to the processing of your Personal Data for legitimate reasons and object to the
processing of your Personal Data for direct marketing purposes without giving any reason
• Request the portability of your Personal Data for processing that required your consent
• Demand the limitation of processing of your Personal Data
• Withdraw your consent of the processing of your Personal Data
• Lodge a complaint with a regulatory authority regarding the processing of your Personal
Data.
To seek to exercise these rights, please contact Loomis Sayles at 800-343-2029 or via email at
privacyinquiries@loomissayles.com.
In the UK, you may also report a concern by contacting the Information Commissioner’s Office at
0303 123 1113 or through their website at ico.org.uk/concerns.
In the Netherlands, you may report a concern by contacting the Dutch Data Protection Authority at
(+31)-(0)70-888 85 00.
Loomis Sayles Investments Limited Data Protection Representatives
Loomis Sayles Investments Limited, located at 25 St. James’s Street, London, England SW1A 1 HA
shall operate as the Data Protection Representative in the United Kingdom. Privacy inquiries can be
directed to privacyinquiries@loomissayles.com.
109
Loomis Sayles (Netherlands) B.V. Data Protection Representative
Loomis Sayles (Netherlands) B.V. located at Stadsplateau 7, 3521 AZ Utrecht, The Netherlands,
shall serve as the Data Protection Representative in Netherlands. Privacy inquiries can be directed
to privacyinquiries@loomissayles.com.
Updates to our Privacy Notice
This Privacy Notice may be updated periodically to reflect changes in our information practices or as
may be required by law.
California Residents
Please visit
https://www.loomissayles.com/internet/InternetData.nsf/ID/BK5R4B/$FILE/California_Reside
nts_Privacy_Policy.pdf?Open for our Privacy Statement for California Residents.
110
Appendix
FIXED INCOME SECURITIES, PRACTICES AND CERTAIN RISKS
Following is a description of certain fixed income securities and practices, and the associated risks, in which the
Loomis Sayles Fixed Income strategies may invest, subject to each strategy’s objective and the specific
investment guidelines applicable to each client.
Debt Securities
Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable or
floating rate of interest and must repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero-coupon securities, do not pay interest but are sold at a discount from their face values.
Debt securities include corporate bonds, government securities and mortgage- and other asset-backed
securities. Debt securities include a broad array of short-, medium- and long-term obligations issued by the
U.S. or foreign governments, government or international agencies and instrumentalities, and corporate issuers
of various types. Some debt securities represent uncollateralized obligations of their issuers; in other cases, the
securities may be backed by specific assets (such as mortgages or other receivables) that have been set aside as
collateral for the issuer’s obligation. Debt securities generally involve an obligation of the issuer to pay interest
or dividends on either a current basis or at the maturity of the securities, as well as the obligation to repay the
principal amount of the security at maturity.
Risks. Debt securities are subject to market risk and credit risk. Credit risk relates to the ability of the
issuer to make payments of principal and interest and includes the risk of default. Sometimes, an issuer may
make these payments from money raised through a variety of sources, including, with respect to issuers of
municipal securities, (i) the issuer’s general taxing power, (ii) a specific type of tax, such as a property tax, or (iii)
a particular facility or project such as a highway. The ability of an issuer to make these payments could be
affected by general economic conditions, issues specific to the issuer, litigation, legislation or other political
events, the bankruptcy of the issuer, war, natural disasters, terrorism or other major events. U.S. government
securities generally are not perceived to involve the credit risks associated with other types of fixed-income
securities; as a result, the yields available from U.S. government securities generally are lower than the yields
available from corporate and municipal debt securities. Market risk is the risk that the value of the security will
fall because of changes in market rates of interest. Generally, the value of debt securities falls when market
rates of interest are rising. Some debt securities also involve prepayment or call risk. This is the risk that the
issuer will repay an account the principal on the security before it is due, thus depriving the account of a
favorable stream of future interest payments.
Because interest rates vary, it is impossible to predict the income of an account that invests in debt
securities for any particular period.
Adjustable Rate Mortgage Securities (“ARM”)
An ARM, like a traditional mortgage security, is an interest in a pool of mortgage loans that provides
investors with payments consisting of both principal and interest, as mortgage loans in the underlying mortgage
pool are paid off by the borrowers. ARMs have interest rates that are reset at periodic intervals, usually by
reference to some interest rate index or market interest rate. Although the rate adjustment feature may act as a
buffer to reduce sharp changes in the value of adjustable rate securities, these securities are still subject to
changes in value based on changes in market interest rates or changes in the issuer’s creditworthiness. Since
the interest rates are reset only periodically, changes in the interest rate on ARMs may lag behind changes in
prevailing market interest rates. Also, some ARMs (or the underlying mortgages) are subject to caps or floors
that limit the maximum change in interest rate during a specified period or over the life of the security. As a
result, changes in the interest rate on an ARM may not fully reflect changes in prevailing market interest rates
during certain periods. Because of the resetting of interest rates, ARMs are less likely than non-adjustable rate
securities of comparable quality and maturity to increase significantly in value when market interest rates fall.
A- 1
An account will not benefit from increases in interest rates to the extent that interest rates rise to the point
where they cause the current coupon of the underlying ARM to exceed a cap rate for a particular mortgage.
See “Mortgage-Related Securities” for more information on the risks involved in ARMs.
Asset-Backed Securities
The securitization techniques used to develop mortgage securities are also being applied to a broad
range of other assets. Mortgage-backed securities are a type of asset-backed security. Through the use of trusts
and special purpose vehicles, assets, such as automobile and credit card receivables, are being securitized in
pass-through structures similar to mortgage pass-through structures or in a pay-through structure similar to a
collateralized mortgage obligation (“CMO”) structure (described below). Generally, the issuers of asset-backed
bonds, notes or pass-through certificates are special purpose entities and do not have any significant assets
other than the receivables securing such obligations. In general, the collateral supporting asset-backed
securities is of shorter maturity than mortgage loans. Instruments backed by pools of receivables are similar to
mortgage-backed securities in that they are subject to unscheduled prepayments of principal prior to maturity.
When the obligations are prepaid, an account will ordinarily reinvest the prepaid amounts in securities, the
yields of which reflect interest rates prevailing at the time. Therefore, an account’s ability to maintain a
portfolio that includes high-yielding asset-backed securities will be adversely affected to the extent that
prepayments of principal must be reinvested in securities that have lower yields than the prepaid obligations.
Moreover, prepayments of securities purchased at a premium could result in a realized loss. The value of some
mortgage-backed or asset-backed securities in which an account invests may be particularly sensitive to changes
in prevailing interest rates, and the ability of an account to successfully utilize these instruments may depend in
part upon the ability of Loomis Sayles to forecast interest rates and other economic factors correctly. Asset-
backed securities involve risks similar to those described in the section “Mortgage-Related Securities.” Some
accounts may also invest in residual interests in asset-backed securities, which is the excess cash flow remaining
after making required payments on the securities and paying related administrative expenses. The total amount
of residual cash flow resulting from a particular issue of asset-backed securities depends in part on the
characteristics of the underlying assets, the coupon rate on the securities, prevailing interest rates, the amount
of the administrative expenses and the actual performance experience on the underlying assets (among them
the amount and timing of losses, leasing and disposition activity).
Bank Loans
Bank loans include senior secured and unsecured floating rate loans made by banks and other
financial institutions to corporate customers. Typically, these loans hold the most senior position in a
borrower’s capital structure, may be secured by the borrower’s assets and have interest rates that reset
frequently. These loans generally will not be rated investment-grade by the rating agencies. Economic
downturns generally lead to higher non-payment and default rates and a senior loan could lose a substantial
part of its value prior to a default. However, as compared to “junk” bonds (as defined below), senior floating
rate loans are typically senior in the capital structure and are often secured by collateral of the borrower. An
account’s investments in loans are subject to credit risk, and even secured bank loans may not be adequately
collateralized. The interest rates on many bank loans reset frequently, and therefore investors are subject to the
risk that the return will be less than anticipated when the investment was first made. Most bank loans, like most
investment-grade bonds, are not traded on any national securities exchange. Bank loans generally have less
liquidity than investment-grade bonds and there may be less public information available about them. An
account may participate in the primary syndicate for a bank loan or it may also purchase loans from other
lenders (sometimes referred to as loan assignments).
An account may also acquire a participation interest in another lender’s portion of the senior loan.
Large loans to corporations or governments may be shared or syndicated among several lenders, usually banks.
An account may participate in such syndicates, or can buy part of a loan, becoming a direct lender.
Participation interests involve special types of risk, including liquidity risk and the risks of being a lender. If an
account purchases a participation interest, it may only be able to enforce its rights through the lender, and may
assume the credit risk of the lender in addition to the credit risk of the borrower.
A- 2
Loans, Loan Participations and Assignments
An account may invest in direct debt instruments, which are interests in amounts owed by a
corporate, governmental, or other borrower to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to other parties.
Purchasers of
loans and other forms of direct
indebtedness depend primarily upon the
creditworthiness of the borrower for payment of principal and interest. Direct debt instruments may not be
rated by any nationally recognized rating agency. Loans that are fully secured offer an account more
protections than an unsecured loan in the event of non-payment of scheduled interest or principal. However,
there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower’s
obligation, or that the collateral can be liquidated. Indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks, and may be highly speculative. Borrowers that are in bankruptcy or
restructuring may never pay off their indebtedness, or may pay only a small fraction of the amount owed.
When investing in a loan participation, an account typically will have the right to receive payments
only from the lender to the extent the lender receives payments from the borrower, and not from the borrower
itself. Likewise, an account typically will be able to enforce its rights only through the lender, and not directly
against the borrower. As a result, an account will assume the credit risk of both the borrower and the lender
that is selling the participation.
Investments in loans through direct assignment of a financial institution’s interests with respect to a
loan may involve additional risks to an account. For example, if the loan is foreclosed, an account could
become part owner of any collateral, and would bear the costs and liabilities associated with owning and
disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, an
account could be held liable as a co-lender. In the case of loan participations, direct debt instruments may also
involve a risk of insolvency of the lending bank or other intermediary. Direct debt instruments that are not in
the form of securities may offer less legal protection to an account in the event of fraud or misrepresentation.
In the absence of definitive regulatory guidance, an account may rely on Loomis Sayles’ research to attempt to
avoid situations where fraud or misrepresentation could adversely affect an account.
A loan is often administered by a bank or other financial institution that acts as agent for all holders.
The agent administers the terms of the loan, as specified in the loan agreement. Unless, under the terms of the
loan or other indebtedness, an account has direct recourse against the borrower, it may have to rely on the
agent to apply appropriate credit remedies against a borrower.
Second Lien Loans
Second lien loans are subject to the same risks associated with investment in senior loans and non-
investment grade bonds. However, second lien loans are second in right of payment to senior loans and
therefore are subject to additional risk that the cash flow of the borrower and any property securing the loan
may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the
borrower. Second lien loans are expected to have greater price volatility than senior loans and may be less
liquid. There is also a possibility that originators will not be able to sell participations in second lien loans,
which would create greater credit risk exposure.
Other Secured Loans
Secured loans other than senior loans and second lien loans are subject to the same risks associated
with investment in senior loans, second lien loans and non-investment grade bonds. However, such loans may
rank lower in right of payment than any outstanding senior loans and second lien loans of the borrower and,
therefore, are subject to additional risk that the cash flow of the borrower and any property securing the loan
may be insufficient to meet scheduled payments after giving effect to the higher ranking secured obligations of
the borrower. Lower ranking secured loans are expected to have greater price volatility than senior loans and
second lien loans and may be less liquid. There is also a possibility that originators will not be able to sell
participations in lower ranking secured loans, which would create greater credit risk exposure.
A- 3
Unsecured Loans
Unsecured loans are subject to the same risks associated with investment in senior loans, second lien
loans, other secured loans and non-investment grade bonds. However, because unsecured loans have lower
priority in right of payment to any higher ranking obligations of the borrower and are not backed by a security
interest in any specific collateral, they are subject to additional risk that the cash flow of the borrower and
available assets may be insufficient to meet scheduled payments after giving effect to any higher ranking
obligations of the borrower. Unsecured loans are expected to have greater price volatility than senior loans,
second lien loans and other secured loans and may be less liquid. There is also a possibility that originators will
not be able to sell participations in unsecured loans, which would create greater credit risk exposure.
Bank Obligations
Certain accounts may invest in the obligations of U.S. and non-U.S. banks and their respective
branches. Bank obligations include certificates of deposit, commercial paper, unsecured bank promissory
notes, banker’s acceptances, time deposits and other debt obligations. Bank obligations may be general
obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligation or
by government regulation. The activities of U.S. and most foreign banks are subject to comprehensive
regulations, which are often subject to frequent change. The enactment of new legislation or regulations, as
well as changes in the interpretation and enforcement of current laws, may affect the manner of operations and
profitability of domestic and foreign banks. Significant developments in the U.S. banking industry have
included increase competition from other types of financial institutions, increased acquisition activity and
geographic expansion. Banks may be particularly susceptible to certain economic factors, such as interest rate
changes and adverse developments in the real estate markets. Fiscal and monetary policy and general economic
cycles can affect the availability and cost of funds, loan demand and asset quality and thereby impact the
earnings and financial conditions of banks.
Funding Agreements
An account may invest in Guaranteed Investment Contracts (“GICs”) and similar funding
agreements. In connection with these investments, an account makes cash contributions to a deposit fund of
an insurance company’s general account. The insurance company then credits to an account on a monthly
basis guaranteed interest, which is based on an index (such as SOFR). The funding agreements provide that
this guaranteed interest will not be less than a certain minimum rate. The purchase price paid for an
accounting agreement become part of the general assets of the insurance company. Generally, funding
agreements are not assignable or transferable without the permission of the issuing company, and an active
secondary market in some funding agreements does not currently exist.
Collateralized Mortgage Obligations
CMOs are securities backed by a portfolio of mortgages or mortgage securities held under indentures.
CMOs may be issued either by government instrumentalities or by non-governmental entities. CMOs are not
direct obligations of the U.S. government. The issuer’s obligation to make interest and principal payments is
secured by the underlying portfolio of mortgages or mortgage securities. CMOs are issued with a number of
classes or series which have different maturities and which may represent interests in some or all of the interest
or principal on the underlying collateral or a combination thereof. CMOs of different classes generally are
retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. In the event of sufficient
early prepayments on such mortgages, the class or series of CMO first to mature generally will be retired prior
to its maturity. Thus, the early retirement of a particular class or series of CMO held by an account would have
the same effect as the prepayment of mortgages underlying a mortgage pass-through security. CMOs and other
asset-backed and mortgage-backed securities may be considered derivative securities. CMOs involve risks
similar to those described in the section “Mortgage-Related Securities.”
Convertible Securities
Convertible securities include corporate bonds, notes or preferred stocks of U.S. or foreign issuers
that can be converted into (exchanged for) common stocks or other equity securities. Convertible securities
A- 4
also include other securities, such as warrants, that provide an opportunity for equity participation. Since
convertible securities may be converted into equity securities, their values will normally vary in some
proportion with those of the underlying equity securities. Convertible securities usually provide a higher yield
than the underlying equity, however, so that the price decline of a convertible security may sometimes be less
substantial than that of the underlying equity security. Convertible securities generally are subject to the same
risks as non-convertible fixed-income securities, but usually provide a lower yield than comparable fixed-
income securities. Many convertible securities are relatively illiquid.
Fixed-Income Securities
Fixed-income securities pay a specified rate of interest or dividends, or a rate that is adjusted
periodically by reference to some specified index or market rate. Fixed-income securities include securities
issued by federal, state, local and foreign governments and related agencies, and by a wide range of private or
corporate issuers. Fixed-income securities include, among others, bonds, debentures, notes, bills and
commercial paper. Because interest rates vary, it is impossible to predict the income of an account for any
particular period. In addition, the prices of fixed-income securities generally vary inversely with changes in
interest rates. Prices of fixed-income securities may also be affected by items related to a particular issue or to
the debt markets generally.
Investment-Grade Fixed-Income Securities. To be considered investment-grade quality, at least
one of the three major rating agencies (Fitch, Moody’s or S&P) must have rated the security in one of its
respective top four rating categories at the time an account acquires the security or, if the security is unrated,
Loomis Sayles must have determined it to be of comparable quality.
Below Investment-Grade Fixed-Income Securities. Below investment-grade fixed-income
securities (commonly referred to as “junk bonds”) are rated below investment-grade quality. To be considered
below investment-grade quality, none of the three major rating agencies (Fitch’s, Moody’s and S&P) may have
rated the security in one of its respective top four rating categories at the time an account acquires the security
or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality.
Below investment-grade fixed-income securities are subject to greater credit risk and market risk than
higher-quality fixed-income securities. Below investment-grade fixed-income securities are considered
predominantly speculative with respect to the ability of the issuer to make timely principal and interest
payments. If an account invests in lower-quality fixed-income securities, an account’s achievement of its
objective may be more dependent on Loomis Sayles’ own credit analysis than is the case with accounts that
invest in higher-quality fixed-income securities. The market for below investment-grade fixed-income
securities may be more severely affected than some other financial markets by economic recession or
substantial interest rate increases, by changing public perceptions of this market, or by legislation that limits the
ability of certain categories of financial institutions to invest in these securities. In addition, the secondary
market may be less liquid for below investment-grade fixed-income securities. This lack of liquidity at certain
times may affect the values of these securities and may make the evaluation and sale of these securities more
difficult. Below investment-grade fixed-income securities may be in poor standing or in default and typically
have speculative characteristics.
An account may continue to hold fixed-income securities that are downgraded in quality subsequent
to their purchase if Loomis Sayles believes it would be advantageous to do so.
Inflation-Linked and Inflation-Indexed Securities
Inflation-linked securities are fixed-income securities whose principal value is adjusted periodically
according to the rate of inflation. The principal amount of these securities increases with increases in the price
index used as a reference value for the securities. In addition, the amounts payable as coupon interest payments
increase when the price index increases because the interest amount is calculated by multiplying the principal
amount (as adjusted) by a fixed coupon rate.
Although inflation-linked securities protect their holders from long-term inflationary trends, short-
term increases in inflation may result in a decline in value. The values of inflation-linked securities generally
A- 5
fluctuate in response to changes to real interest rates, which are in turn tied to the relationship between
nominal interest rates and the rate of inflation. If inflation were to rise at a rate faster than nominal interest
rates, real interest rates might decline, leading to an increase in value of the inflation-linked securities. In
contrast, if nominal interest rates increased at a faster rate than inflation, real interest rate might rise, leading to
a decrease in the value of inflation-linked securities. If inflation is lower than expected during a period an
account holds inflation-linked securities, the account may earn less on such securities than on a conventional
security. If interest rates rise due to reasons other than inflation (for example, due to changes in currency
exchange rates), investors in inflation-linked securities may not be protected to the extent that the increase is
not reflected in the price index used as a reference for the securities. There can be no assurance that the price
index used for an inflation-linked security will accurately measure the real rate of inflation in the prices of
goods and services. Inflation-linked and inflation-indexed securities include Treasury Inflation-Protected
Securities issued by the U.S. government (see the section “U.S. Government Securities” for additional
information), but also may include securities issued by state, local and non-U.S. governments and corporations
and supranational entities.
Mortgage Dollar Rolls
A dollar roll involves the sale of a security by an account and its agreement to repurchase the
instrument at a specified time and price, and may be considered a form of borrowing for some purposes. An
account will designate on its records or segregate with its custodian bank assets determined to be liquid in an
amount sufficient to meet its obligations under the transactions. A dollar roll involves potential risks of loss
that are different from those related to the securities underlying the transactions. An account may be required
to purchase securities at a higher price than may otherwise be available on the open market. Since the
counterparty in the transaction is required to deliver a similar, but not identical, security to the account, the
security that the account is required to buy under the dollar roll may be worth less than an identical security.
There is no assurance that an account’s use of the cash that it receives from a dollar roll will provide a return
that exceeds borrowing costs.
Mortgage-Related Securities
Mortgage-related securities include Government National Mortgage Association (“GNMA”) or
Federal National Mortgage Association (“FNMA”) certificates, which differ from traditional debt securities.
Among the major differences are that interest and principal payments are made more frequently, usually
monthly, and that principal may be prepaid at any time because the underlying mortgage loans generally may be
prepaid at any time. As a result, if an account purchases these assets at a premium, a faster-than-expected
prepayment rate will tend to reduce yield to maturity, and a slower-than-expected prepayment rate may have
the opposite effect of increasing yield to maturity. If an account purchases mortgage-related securities at a
discount, faster-than-expected prepayments will tend to increase, and slower-than-expected prepayments tend
to reduce, yield to maturity. Prepayments, and resulting amounts available for reinvestment by an account, are
likely to be greater during a period of declining interest rates and, as a result, are likely to be reinvested at lower
interest rates. Accelerated prepayments on securities purchased at a premium may result in a loss of principal if
the premium has not been fully amortized at the time of prepayment. Although these securities will decrease in
value as a result of increases in interest rates generally, they are likely to appreciate less than other fixed-income
securities when interest rates decline because of the risk of prepayments. In addition, an increase in interest
rates would also increase the inherent volatility of an account by increasing the average life of the account’s
portfolio securities. The value of some mortgage-backed or asset-backed securities in which an account invests
may be particularly sensitive to changes in prevailing interest rates, and the ability of an account to successfully
utilize these instruments may depend in part upon the ability of Loomis Sayles to forecast interest rates and
other economic factors correctly. The risk of non-payment is greater for mortgage-related securities that are
backed by mortgage pools that contain “subprime” or “Alt-A” loans (loans made to borrowers with weakened
credit histories, less documentation or with a lower capacity to make timely payments on their loans), but a
level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a
general economic downturn, high unemployment, a general slowdown in the real estate market, a drop in the
market prices of real estate or an increase in interest rates resulting in higher mortgage payments by holders of
adjustable-rate mortgages. Securities issued by the GNMA and the FNMA and similar issuers may also be
exposed to risks described in the section “U.S. Government Securities.”
A- 6
Pay-in-Kind Securities
Pay-in-kind securities pay dividends or interest in the form of additional securities of the issuer, rather
than in cash. These securities are usually issued and traded at a discount from their face amounts. The amount
of the discount varies depending on various factors, such as the time remaining until maturity of the securities,
prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer. The market
prices of pay-in-kind securities generally are more volatile than the market prices of securities that pay interest
periodically and are likely to respond to changes in interest rates to a greater degree than are other types of
securities having similar maturities and credit quality.
Rule 144A Securities and Section 4(a)(2) Commercial Paper
Rule 144A securities are privately offered securities that can be resold only to certain qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
An account may also purchase commercial paper issued under Section 4(a)(2) of the Securities Act. Investing
in Rule 144A securities and Section 4(a)(2) commercial paper could have the effect of increasing the level of an
account’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in
purchasing these securities. Loomis Sayles will make a determination as to whether any Rule 144A security or
Section 4(a)(2) commercial paper is to be treated as liquid or illiquid.
Step-Coupon Securities
Step-coupon securities trade at a discount from their face value and pay coupon interest. The coupon
rate is low for an initial period and then increases to a higher coupon rate thereafter. Market values of these
types of securities generally fluctuate in response to changes in interest rates to a greater degree than
conventional interest-paying securities of comparable term and quality. Under many market conditions,
investments in such securities may be illiquid, making it difficult for an account to dispose of them or
determine their current value.
“Stripped” Securities
Stripped securities are usually structured with two or more classes that receive different proportions
of the interest and principal distribution on a pool of U.S. government or foreign government securities or
mortgage assets. In some cases, one class will receive all of the interest (the interest-only or “IO” class), while
the other class will receive all of the principal (the principal-only or “PO” class). Stripped securities commonly
have greater market volatility than other types of fixed-income securities. In the case of stripped mortgage
securities, if the underlying mortgage assets experience greater than anticipated payments of principal, an
account may fail to recoup fully its investments in IOs. Stripped securities may be considered derivative
securities, discussed in the section “Derivative Instruments.”
Structured Notes
These instruments are debt obligations issued by industrial corporations, financial institutions or
governmental or international agencies. Traditional debt obligations typically obligate the issuer to repay the
principal plus a specified rate of interest. Structured notes, by contrast, obligate the issuer to pay amounts of
principal or interest that are determined by reference to changes in some external factor or factors, or the
principal and interest rate may vary from the stated rate because of changes in these factors. For example, the
issuer’s obligations could be determined by reference to changes in the value of a commodity (such as gold or
oil) or commodity index, a foreign currency, an index of securities (such as the S&P 500® Index) or an interest
rate (such as the U.S. Treasury bill rate). In some cases, the issuer’s obligations are determined by reference to
changes over time in the difference (or “spread”) between two or more external factors (such as the U.S. prime
lending rate and the total return of the stock market in a particular country, as measured by a stock index). In
some cases, the issuer’s obligations may fluctuate inversely with changes in an external factor or factors (for
example, if the U.S. prime lending rate goes up, the issuer’s interest payment obligations are reduced). In some
cases, the issuer’s obligations may be determined by some multiple of the change in an external factor or
factors (for example, three times the change in the U.S. Treasury bill rate). In some cases, the issuer’s
obligations remain fixed (as with a traditional debt instrument) so long as an external factor or factors do not
A- 7
change by more than the specified amount (for example, if the value of a stock index does not exceed some
specified maximum), but if the external factor or factors change by more than the specified amount, the issuer’s
obligations may be sharply reduced.
Structured notes can serve many different purposes in the management of an account. For example,
they can be used to increase an account’s exposure to changes in the value of assets that the account would not
ordinarily purchase directly (such as commodities or stocks traded in a market that is not open to U.S.
investors). They can also be used to hedge the risks associated with other investments an account holds. For
example, if a structured note has an interest rate that fluctuates inversely with general changes in a country’s
stock market index, the value of the structured note would generally move in the opposite direction to the
value of holdings of stocks in that market, thus moderating the effect of stock market movements on the value
of an account’s portfolio as a whole.
Risks. Structured notes involve special risks. As with any debt obligation, structured notes involve
the risk that the issuer will become insolvent or otherwise default on its payment obligations. This risk is in
addition to the risk that the issuer’s obligations (and thus the value of an account’s investment) will be reduced
because of adverse changes in the external factor or factors to which the obligations are linked. The value of
structured notes will in many cases be more volatile (that is, will change more rapidly or severely) than the value
of traditional debt instruments. Volatility will be especially high if the issuer’s obligations are determined by
reference to some multiple of the change in the external factor or factors. Many structured notes have limited
or no liquidity, so that an account would be unable to dispose of the investment prior to maturity. As with all
investments, successful use of structured notes depends in significant part on the accuracy of Loomis Sayles’
analysis of the issuer’s creditworthiness and financial prospects, and of Loomis Sayles’ forecast as to changes in
relevant economic and financial market conditions and factors. In instances where the issuer of a structured
note is a foreign entity, the usual risks associated with investments in foreign securities (described below) apply.
Structured notes may be considered derivative securities.
Tax-Exempt Securities
Tax-exempt securities (“Tax-Exempt Securities”) refers to debt securities, the interest from which is,
in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the respective
account’s portfolio manager to be reliable), exempt from U.S. federal income tax. Tax-Exempt Securities
include debt obligations issued by or on behalf of states, territories and possessions of the United States and
their political subdivisions (for example, counties, cities, towns, villages and school districts) and authorities to
obtain funds for various public purposes, including the construction of a wide range of public facilities such as
airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works.
Other public purposes for which certain Tax-Exempt Securities may be issued include the refunding of
outstanding obligations, obtaining funds for federal operating expenses, or obtaining funds to lend to public or
private institutions for the construction of facilities such as educational, hospital and housing facilities. In
addition, certain types of private activity bonds have been or may be issued by public authorities or on behalf
of state or local governmental units to finance privately operated housing facilities, sports facilities, convention
or trade facilities, air or water pollution control facilities and certain local facilities for water supply, gas,
electricity or sewage or solid waste disposal. Such obligations are included within the term “Tax-Exempt
Securities” if the interest paid thereon, is, in the opinion of bond counsel to the issuer (or on the basis of other
authority believed by an account’s portfolio manager to be reliable), exempt from U.S. federal income taxation.
There are variations in the quality of Tax-Exempt Securities, both within a particular classification and
between classifications, depending on numerous factors.
The two principal classifications of tax-exempt bonds are general obligation bonds and limited
obligation (or revenue) bonds. General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer’s general unrestricted revenues and not from any
particular fund or source. The characteristics and method of enforcement of general obligation bonds vary
according to the law applicable to the particular issuer, and payment may be dependent upon an appropriation
by the issuer’s legislative body. Limited obligation bonds are payable only from the revenues derived from a
particular facility or class of facilities, or in some cases from the proceeds of a special excise or other specific
revenue source such as the user of the facility. Tax-exempt private activity bonds are in most cases revenue
A- 8
bonds and generally are not payable from the unrestricted revenues of the issuer. The credit and quality of
such bonds are usually directly related to the credit standing of the corporate user of the facilities. Principal
and interest on such bonds are the responsibilities of the corporate user (and any guarantor).
The yields on Tax-Exempt Securities are dependent on a variety of factors, including general money
market conditions, the financial condition of the issuer, general conditions of the Tax-Exempt Securities
market, the size of a particular offering, the maturity of the obligation and the rating of the issue. Further,
information about the financial condition of an issuer of tax-exempt bonds may not be as extensive as that
made available by corporations whose securities are publicly traded. The ratings of Moody’s and S&P
represent their opinions as to the quality of the Tax-Exempt Securities which they undertake to rate. It should
be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, Tax-
Exempt Securities with the same maturity, interest rate and rating may have different yields while Tax-Exempt
Securities of the same maturity and interest rate with different ratings may have the same yield. Subsequent to
its purchase by an account, an issue of Tax-Exempt Securities or other investments may cease to be rated or
the rating may be reduced below the minimum rating required for purchase by an account. Neither event may
require the elimination of an investment from an account, but Loomis Sayles will consider such an event as
part of its normal, ongoing review of all the account’s portfolio securities.
Tax-Exempt Securities are subject to the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the federal Bankruptcy Code, and laws, if any, which may
be enacted by Congress or the state legislatures extending the time for payment of principal or interest, or both,
or imposing other constraints upon enforcement of such obligations. There is also the possibility that as a
result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment
of interest and principal on their Tax-Exempt Securities may be materially affected or that their obligations may
be found to be invalid and unenforceable. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt bonds or certain segments thereof, or materially
affecting the credit risk with respect to particular bonds. Adverse economic, legal or political developments
might affect all or a substantial portion of an account’s Tax-Exempt Securities in the same manner.
From time to time, proposals have been introduced before Congress for the purpose of restricting or
eliminating the U.S. federal income tax exemption for interest on debt obligations issued by states and their
political subdivisions and similar proposals may well be introduced in the future. If such a proposal were
enacted, the availability of Tax-Exempt Securities for investment by an account and the value of such account’s
portfolio securities could be materially affected.
All debt securities, including tax-exempt bonds, are subject to credit and market risk. Generally, for
any given change in the level of interest rates, prices for longer maturity issues tend to fluctuate more than
prices for shorter maturity issues.
U.S. Government Securities
U.S. Treasury Bills - Direct obligations of the U.S. Treasury that are issued in maturities of one year
or less. No interest is paid on Treasury bills; instead, they are issued at a discount and repaid at full
face value when they mature. They are backed by the full faith and credit of the U.S. government.
U.S. Treasury Notes and Bonds - Direct obligations of the U.S. Treasury issued in maturities that
vary between one and thirty years, with interest normally payable every six months. These obligations
are backed by the full faith and credit of the U.S. government.
Treasury Inflation-Protected Securities (“TIPS”) – Fixed-income securities whose principal value
is periodically adjusted according to the rate of inflation. The interest rate on TIPS is fixed at
issuance, but over the life of the bond this interest may be paid on an increasing or decreasing
principal value that has been adjusted for inflation. Although repayment of the original bond
principal upon maturity is guaranteed, the market value of TIPS is not guaranteed, and will fluctuate.
“Ginnie Maes” - Debt securities issued by a mortgage banker or other mortgagee which represent an
interest in a pool of mortgages insured by the Federal Housing Administration or the Rural Housing
A- 9
Service or guaranteed by the Veterans Administration. The GNMA guarantees the timely payment of
principal and interest when such payments are due, whether or not these amounts are collected by the
issuer of these certificates on the underlying mortgages. It is generally understood that a guarantee by
GNMA is backed by the full faith and credit of the United States. Mortgages included in single family
or multi-family residential mortgage pools backing an issue of Ginnie Maes have a maximum maturity
of 30 years. Scheduled payments of principal and interest are made to the registered holders of
Ginnie Maes (such as an account) each month. Unscheduled prepayments may be made by
homeowners, or as a result of a default. Prepayments are passed through to the registered holder
(such as a client account, which would reinvest any prepayments) of Ginnie Maes along with regular
monthly payments of principal and interest.
“Fannie Maes” - The FNMA
is a government-sponsored corporation currently under
conservatorship that purchases residential mortgages from a list of approved seller/servicers,
including banks, credit unions and other retail financial institutions . Fannie Maes are pass-through
securities issued by FNMA that are guaranteed as to timely payment of principal and interest by
FNMA, but these obligations are not backed by the full faith and credit of the U.S. government.
“Freddie Macs” - The Federal Home Loan Mortgage Corporation (“FHLMC”) is a corporate
instrumentality of the U.S. government also under conservatorship. Freddie Macs are participation
certificates issued by FHLMC that represent an interest in residential mortgages from FHLMC’s
National Portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of
principal, but these obligations are not backed by the full faith and credit of the U.S. government.
Risks. U.S. government securities generally do not involve the credit risks associated with investments
in other types of fixed-income securities, although, as a result, the yields available from U.S. government
securities are generally lower than the yields available from corporate fixed-income securities. Like other debt
securities, however, the values of U.S. government securities change as interest rates fluctuate. Fluctuations in
the value of portfolio securities will not affect interest income on existing portfolio securities. Because the
magnitude of these fluctuations will generally be greater at times when an account’s average maturity is longer,
under certain market conditions an account may, for temporary defensive purposes, accept lower current
income from short-term investments rather than investing in higher yielding long-term securities. Securities
such as those issued by Fannie Mae and Freddie Mac are guaranteed as to the payment of principal and interest
by the relevant entity (e.g., FNMA or FHLMC) but have not been backed by the full faith and credit of the U.S.
government. Instead, they have been supported only by the discretionary authority of the U.S. government to
purchase the agency’s obligations. An event affecting the guaranteeing entity could adversely affect the
payment of principal or interest or both on the security, and therefore, these types of securities should be
considered to be riskier than U.S. government securities.
S&P downgraded its long-term sovereign credit rating on the United States from “AAA” to “AA+”
on August 5, 2011. The downgrade by S&P and other possible downgrades in the future may result in
increased volatility or liquidity risk, higher interest rates and lower prices for U.S. government securities and
increased costs for all kinds of debt.
In September 2008, the U.S. Treasury Department placed FNMA and FHLMC into conservatorship.
The companies remain in conservatorship, and the effect that this conservatorship will have on the companies’
debt and equity securities is unclear. Although the U.S. government has provided financial support to FNMA
and FHLMC, there can be no assurance that it will support these or other government-sponsored enterprises in
the future. In addition, any such government support may benefit the holders of only certain classes of an
issuer’s securities.
The values of TIPS generally fluctuate in response to changes in real interest rates, which are in turn
tied to the relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a
faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of TIPS.
In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading
to a decrease in value of TIPS. If inflation is lower than expected during the period an account holds TIPS, the
account may earn less on the TIPS than on a conventional bond. If interest rates rise due to reasons other than
inflation (for example, due to changes in currency exchange rates), investors in TIPS may not be protected to
A- 10
the extent that the increase is not reflected in the bonds’ inflation measure. There can be no assurance that the
inflation index for TIPS will accurately measure the real rate of inflation in the prices of goods and services.
See the section “Mortgage-Related Securities” for additional information on these securities.
Zero Coupon Securities
An account may invest in zero coupon securities, which are debt obligations that do not entitle the
holder to any periodic payments of interest either for the life of the obligation or for an initial period after the
issuance of the obligation; the holder generally is entitled to receive the par value of the security at maturity.
These securities are issued and traded at a discount from their face amounts. The amount of the discount
varies depending on such factors as the time remaining until maturity of the securities, prevailing interest rates,
the liquidity of the security, and the perceived credit quality of the issuer. The market prices of zero coupon
securities generally are more volatile than the market prices of securities that pay interest periodically and are
likely to respond to changes in interest rates to a greater degree than are other types of securities having similar
maturities and credit quality.
Variable and Floating Rate Instruments
Variable and floating rate instruments may include variable amount master demand notes that permit
the indebtedness thereunder to vary in addition to providing for periodic adjustments in the interest rate.
These also include leveraged inverse floating rate debt instruments, or “inverse floaters”. The interest rate of
an inverse floater resets in the opposite direction from the market rate of interest on a security or interest to
which it is related. An inverse floater may be considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change in the index rate of interest, and is subject to
many of the same risks as derivatives. The higher degree of leverage inherent in inverse floaters is associated
with greater volatility in their market values. Certain of these investments may be illiquid. The absence of an
active secondary market with respect to these investments could make it difficult for an account to dispose of a
variable or floating rate note if the issuer defaulted on its payment obligation or during periods that an account
is not entitled to exercise its demand rights, and an account could, for these or other reasons, suffer a loss with
respect to such instruments.
Collateralized Debt Obligations
An account may invest in collateralized debt obligations (“CDOs”), which includes collateralized
bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities.
CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of
high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of
loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans,
and subordinate corporate loans, including loans that may be rated below investment grade or equivalent
unrated loans. CDOs may charge management fees and administrative expenses.
For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called
tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults
from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all
but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO
trust or CLO trust typically has higher ratings and lower yields than their underlying securities, and can be rated
investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience
substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and
disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO
securities as a class.
The risks of an investment in a CDO depend largely on the type of the collateral securities and the
class of the CDO in which an account invests. Normally, CBOs, CLOs and other CDOs are privately offered
and sold, and thus are not registered under the securities laws. As a result, investments in CDOs may be
characterized by an account as illiquid securities, however an active dealer market may exist for CDOs allowing
a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income
A- 11
securities discussed elsewhere (e.g., interest rate risk and default risk), CDOs carry additional risks including,
but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make
interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) classes of a CDO
that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood
at the time of investment and may produce disputes with the issuer or unexpected investment results.
Equity Securities
Equity securities are securities that represent an ownership interest (or the right to acquire such an
interest) in a company and may include common and preferred stocks, securities exercisable for, or convertible
into, common or preferred stocks, such as warrants, convertible debt securities and convertible preferred stock,
and other equity-like interests in an entity. Equity securities may take the form of stock in a corporation,
limited partnership interests, interests in limited liability companies, depositary receipts, real estate investment
trusts (“REITs”) or other trusts and other similar securities. Common stocks represent an equity or ownership
interest in an issuer. Preferred stocks represent an equity or ownership interest in an issuer that pays dividends
at a specified rate and that has precedence over common stock in the payment of dividends. In the event that
an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and other debt securities take
precedence over holders of preferred stock, whose claims take precedence over the claims of those who own
common stock.
While offering greater potential for long-term growth, equity securities generally are more volatile and
more risky than some other forms of investment, particularly debt securities. The value of an account’s
investment in equity securities may decrease, potentially by a significant amount. An account may invest in
equity securities of companies with relatively small market capitalizations. Securities of such companies may be
more volatile than the securities of larger, more established companies and the broad equity market indices.
See the section “Small Capitalization Companies” under “Equity Securities, Practices and Certain Risks.” An
account’s investments may include securities traded “over-the-counter” (“OTC”) as well as those traded on a
securities exchange. Some securities, particularly OTC securities, may be more difficult to sell under some
market conditions.
Preferred Stock
Preferred stock pays dividends at a specified rate and generally has preference over common stock in
the payment of dividends and the liquidation of the issuer’s assets, but is junior to the debt securities of the
issuer in those same respects. Unlike interest payments on debt securities, dividends on preferred stock are
generally payable at the discretion of the issuer’s board of directors. Shareholders may suffer a loss of value if
dividends are not paid. The market prices of preferred stocks are subject to changes in interest rates and are
more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities. Under normal
circumstances, preferred stock does not carry voting rights.
REITs
REITs are pooled investment vehicles that invest primarily in either real estate or real estate-related
loans. REITs involve certain unique risks in addition to those risks associated with investing in the real estate
industry in general (such as possible declines in the value of real estate, lack of availability of mortgage funds or
extended vacancies of property). Equity REITs may be affected by changes in the value of the underlying
property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended.
REITs are dependent upon management skills, are not diversified and are subject to heavy cash flow
dependency, risks of default by borrowers and self-liquidation. REITs are also subject to the possibilities of
failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions
from registration under the Investment Company Act of 1940, as amended.
REITs (especially mortgage REITs) are also subject to interest rate risks, including prepayment risk.
When interest rates decline, the value of a REIT’s investment in fixed rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of a REIT’s investment in fixed rate obligations can be expected
to decline. If the REIT invests in adjustable rate mortgage loans the interest rates on which are reset
periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in
A- 12
market interest rates. This causes the value of such investments to fluctuate less dramatically in response to
interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial
resources, may trade less frequently and in limited volume and may be subject to more abrupt or erratic price
movements than more widely held securities.
Warrants and Rights
A warrant is an instrument that gives the holder a right to purchase a given number of shares of a
particular security at a specified price until a stated expiration date. Buying a warrant generally can provide a
greater potential for profit or loss than an investment of equivalent amounts in the underlying common stock.
The market value of a warrant does not necessarily move with the value of the underlying securities. If a
holder does not sell the warrant, it risks the loss of its entire investment if the market price of the underlying
security does not, before the expiration date, exceed the exercise price of the warrant. Investment in warrants is
a speculative activity. Warrants pay no dividends and confer no rights (other than the right to purchase the
underlying securities) with respect to the assets of the issuer. A right is a privilege granted to existing
shareholders of a corporation to subscribe for shares of a new issue of common stock before it is issued.
Rights normally have a short life, usually two to four weeks, are often freely transferable and entitle the holder
to buy the new common stock at a lower price than the public offering price.
Low exercise price call warrants are equity call warrants with an exercise price that is very low relative
to the market price of the underlying instrument at the time of issue. Low exercise price call warrants are
typically used to gain exposure to stocks in difficult to access local markets. The warrants typically have a strike
price set such that the value of the warrants will be identical to the price of the underlying stock. The value of
the warrants is correlated with the value of the underlying stock price and therefore, the risk and return profile
of the warrants is similar to owning the underlying securities. In addition, the owner of the warrant is subject to
the risk that the issuer of the warrant (i.e., the counterparty) will default on its obligations under the warrant.
The warrants have no voting rights. Dividends issued to the warrant issuer by the underlying company will
generally be distributed to the warrant holders, net of any taxes or commissions imposed by the local
jurisdiction in respect of the receipt of such amount. In addition, the warrants are not exchangeable into shares
of the underlying stock. Low exercise price call warrants are typically sold in private placement transactions,
may be illiquid and may be classified as derivative instruments.
Foreign Securities
In addition to the risks associated with investing in securities generally, such investments present
additional risks not typically associated with investments in comparable securities of U.S. issuers. The non-U.S.
securities in which an account may invest, all or a portion of which may be non-U.S. dollar-denominated, may
include, among other investments: (a) debt obligations issued or guaranteed by non-U.S. national, provincial,
state, municipal or other governments or by their agencies or instrumentalities, including “Brady Bonds”; (b)
debt obligations of supranational entities; (c) debt obligations of the U.S. government issued in non-dollar
securities; (d) debt obligations and other fixed-income securities of foreign corporate issuers; and (e) non-U.S.
dollar-denominated securities of U.S. corporate issuers. In addition to the risks associated with investing in
securities generally, such investments present additional risks not typically associated with investments in
comparable securities of U.S. issuers.
There may be less information publicly available about a foreign corporate or government issuer than
about a U.S. issuer, and foreign corporate issuers are not generally subject to accounting, auditing and financial
reporting standards and practices comparable to those in the United States. The securities of some foreign
issuers are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign brokerage
commissions and securities custody costs are often higher than those in the United States, and judgments
against foreign entities may be more difficult to obtain and enforce. With respect to certain foreign countries,
there is a possibility of governmental expropriation of assets, confiscatory taxation, political or financial
instability and diplomatic developments that could affect the value of investments in those countries. The
receipt of interest on foreign government securities may depend on the availability of tax or other revenues to
satisfy the issuer’s obligations.
A- 13
Since most foreign securities are denominated in foreign currencies or traded primarily in securities
markets in which settlements are made in foreign currencies, the value of these investments and the investment
income available for distribution may be affected favorably or unfavorably by changes in currency exchange
rates or exchange control regulations. To the extent an account may purchase securities denominated in
foreign currencies, a change in the value of any such currency against the U.S. dollar will result in a change in
the U.S. dollar value of the account’s assets and the account’s income available for distribution. The recent
global economic crisis has caused many European countries to experience serious fiscal difficulties, including
bankruptcy, public budget deficits, recession, sovereign default, restructuring of government debt, credit rating
downgrades and an overall weakening of the banking and financial sectors. In addition, some European
economies may depend on others for assistance, and the inability of such economies to achieve the reforms or
objectives upon which that assistance is conditioned may result in a deeper and/or longer financial downturns
among the Eurozone nations. Recent events in the Eurozone have called into question the long-term viability
of the euro as a shared currency among the Eurozone nations. Moreover, strict fiscal and monetary controls
imposed by the European Economic and Monetary Union as well as any other requirements it may impose on
member countries may significantly impact such countries and limit them from implementing their own
economic policies to some degree. As a result of economic, political, regulatory or other actions taken in
response to this crisis, including any discontinuation of the euro as a shared currency among the Eurozone
nations or the implementation of capital controls or the restructuring of financial institutions, an account’s
euro-denominated investments may become difficult to value or to dispose of and repatriation of investment
proceeds may be impaired. The ability to operate a strategy in connection with euro-denominated securities
may be significantly impaired and the value of Eurozone investments may decline significantly and
unpredictably.
Exchange Traded Funds, Mutual Funds and Other Pooled Vehicles
As an alternative to the direct investment in securities, an account may invest or take short positions
in a Loomis Sayles-affiliated mutual fund or other pooled vehicle (“Affiliated Funds”) or exchange-traded fund
(“ETF”). Loomis Sayles may set up one or more private investment funds that invest in bank loans, cash
equivalents and other fixed income securities or instruments as investment vehicles for cash balances. These
investments may represent a significant portion of an account or an individual strategy. Investments in such
vehicles (other than those sponsored or advised by Loomis Sayles) may involve a layering of fees and other
costs, and may be subject to limitations on redemptions. These vehicles, including one or more Affiliated
Funds, may have more favorable indemnification protections for Loomis Sayles or an affiliate, than those
relating to an account.
Depositary Receipts
Depositary receipts are instruments issued by a bank that represent an interest in equity securities held
by arrangement with the bank. Depositary receipts can be either “sponsored” or “unsponsored.” Sponsored
depositary receipts are issued by banks in cooperation with the issuer of the underlying equity securities.
Unsponsored depositary receipts are arranged without involvement by the issuer of the underlying equity
securities and, therefore, less information about the issuer of the underlying equity securities may be available
and the price may be more volatile than in the case of sponsored depositary receipts. American Depositary
Receipts (“ADRs”) are depositary receipts that are bought and sold in the United States and are typically issued
by a U.S. bank or trust company which evidence ownership of underlying securities by a foreign corporation.
All depositary receipts, including those denominated in U.S. dollars, will be subject to foreign currency risk.
European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”) are depositary receipts
that are typically issued by foreign banks or trust companies which evidence ownership of underlying securities
issued by either a foreign or United States corporation. All depositary receipts, including those denominated in
U.S. dollars, will be subject to foreign currency risk.
The effect of changes in the dollar value of a foreign currency on the dollar value of an account’s
assets and on the investment income available for distribution may be favorable or unfavorable. An account
may incur costs in connection with conversions between various currencies.
Because an account may invest in ADRs, changes in foreign economies and political climates are
more likely to affect the account value than an account that invests exclusively in U.S. companies. There may
A- 14
also be less government supervision of foreign markets, resulting in non-uniform accounting practices and less
publicly available information. If an account’s portfolio is over-weighted in a certain geographic region, any
negative development affecting that region will have a greater impact on the account than an account that is
not over-weighted in that region.
Emerging Markets
Investments in foreign securities may include investments in emerging or developing countries, whose
economies or securities markets are not yet highly developed. The risks of non-U.S. investments described
herein apply to an even greater extent to these investments. The economies of these markets may differ
significantly from the economies of certain countries of the Organisation for Economic Co-operation and
Development (“OECD”) (an organization of 35 member countries that addresses specific policy areas, such as
economics, trade, science, employment, education or financial markets policies, and which includes the United
States), in such respects as gross domestic product or gross national product, rate of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency, structural unemployment and balance of payments
position. In particular, these economies frequently experience high levels of inflation. In addition, such
countries may have: restrictive national policies that limit investment opportunities; limited information about
their issuers; a general lack of uniform accounting, auditing and financial reporting standards, auditing practices
and requirements compared to the standards of OECD countries; less governmental supervision and regulation
of business and industry practices, stock exchanges, brokers and listed companies; favorable economic
developments that may be slowed or reversed by unanticipated political or social events in such countries; or a
lack of capital market structure or market-oriented economy. Systemic and market factors may affect the
acquisition, payment for or ownership of investments including: (a) the prevalence of crime and corruption;
(b) the inaccuracy or unreliability of business and financial information; (c) the instability or volatility of
banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems; (c)
custody and settlement infrastructure of the market in which such investments are transacted and held; (e) the
acts, omissions and operation of any securities depository; (f) the risk of the bankruptcy or insolvency of
banking agents, counterparties to cash and securities transactions, registrars or transfer agents; and (g) the
existence of market conditions which prevent the orderly execution of settlement of transactions or which
affect the value of assets. Different clearance and settlement procedures may prevent an account from making
intended security purchases, causing an account to miss attractive investment opportunities and possibly
resulting in either losses to or contract claims against an account. The securities markets of many of the
countries may also be smaller, less liquid, and subject to greater price volatility than in developed securities
markets.
The political stability of some of the countries in which the less developed bond and/or derivatives
markets operate could differ significantly from that of certain OECD countries. There may be, for example,
risk of nationalization, sequestration of assets, expropriation or confiscatory taxation, currency blockage or
repatriation, changes in government policies or regulations, political, religious or social instability or diplomatic
or political developments and changes. Any one or more of these factors could adversely affect the economies
and markets of such countries, which in turn could affect the value of investments in their respective markets..
In determining whether to invest in securities of foreign issuers, Loomis Sayles may consider the likely
effects of foreign taxes on the net yield available to the account. Compliance with foreign tax laws may reduce
an account’s income available for distribution.
Supranational Entities
A supranational entity is an entity designated or supported by national governments to promote
economic reconstruction, development or trade amongst nations. Examples of supranational entities include
the International Bank for Reconstruction and Development (also known as the World Bank), the Asian
Development Bank and the Inter-American Development Bank. The governmental members of these
supranational entities are “stockholders” that typically make capital contributions to support or promote such
entities’ economic reconstruction or development activities and may be committed to make additional capital
contributions if the entity is unable to repay its borrowings. A supranational entity’s lending activities may be
limited to a percentage of total capital, reserves and net income. There can be no assurance that the
constituent governments will be able or willing to honor their commitments to those entities, with the result
A- 15
that the entity may be unable to pay interest or repay principal on its debt securities, and an account may lose
money on such investments. Obligations of a supranational entities that are denominated in foreign currencies
will also be subject to the risks associated with investments in foreign currencies, as described in the section
“Foreign Securities” and “Foreign Currency Transactions.”
Foreign Currency Transactions
Foreign securities in an account’s portfolio may be denominated in foreign currencies or traded in
securities markets in which settlements are made in foreign currencies. Any income on such securities is
generally paid to the account in foreign currencies. The value of these foreign currencies relative to the U.S.
dollar varies continually, causing changes in the dollar value of an account’s portfolio investments (even if the
local market price of the investments is unchanged) and changes in the dollar value of an account’s income
available for distribution. The effect of changes in the dollar value of a foreign currency on the dollar value of
an account’s assets and on the investment income available for distribution may be favorable or unfavorable.
To protect against a change in the foreign currency exchange rate between the date on which an
account contracts to purchase or sell a security and the settlement date for the purchase or sale, to gain
exposure to one or more foreign currencies or to “lock in” the equivalent of a dividend or interest payment in
another currency, an account might purchase or sell a foreign currency on a spot (i.e., cash) basis at the
prevailing spot rate or may enter into futures contracts on an exchange. If conditions warrant, an account may
also enter into contracts with banks or broker-dealers to purchase or sell foreign currencies at a future date
(“forward contracts”). Forward contracts are subject to many of the same risks as derivatives described in the
section “Derivative Instruments.” Forward contracts may give rise to ordinary income or loss to the extent
such income or loss results from fluctuations in the value of the foreign currency concerned. In addition, the
effect of changes in the dollar value of a foreign currency on the dollar value of an account’s assets and on the
investment income available for distribution may be favorable or unfavorable. An account may incur costs in
connection with conversions between various currencies, and the account will be subject to increased illiquidity
and counterparty risk because forward contracts are not traded on an exchange and often are not standardized.
An account may buy and write options on foreign currencies in a manner similar to that in which
futures or forward contracts on foreign currencies will be utilized. An account may use options on foreign
currencies to hedge against adverse changes in foreign currency conversion rates. For example, a decline in the
U.S. dollar value of a foreign currency in which portfolio securities are denominated will reduce the U.S. dollar
value of such securities, even if their value in the foreign currency remains constant. In order to protect against
such diminutions in the value of the portfolio securities, an account may buy a put on the foreign currency. If
the value of the currency declines, an account will have the right to sell such currency for a fixed amount in
U.S. dollars, thereby offsetting, in whole or in part, the adverse effect on its portfolio.
Conversely, when a rise in the U.S. dollar value of a currency in which securities to be acquired are
denominated is projected, thereby increasing the cost of such securities, an account may buy call options on the
foreign currency. The purchase of such options could offset, at least partially, the effects of the adverse
movements in exchange rates. As in the case of other types of options, however, the benefit to an account
from purchases of foreign currency options will be reduced by the amount of the premium and related
transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent desired,
an account could sustain losses or lesser gains on transactions in foreign currency options that would require an
account to forego a portion or all of the benefits of advantageous changes in those rates.
An account may also write options on foreign currencies. For example, to hedge against a potential
decline in the U.S. dollar due to adverse fluctuations in exchange rates, an account could, instead of purchasing
a put option, write a call option on the relevant currency. If the decline expected by an account occurs, the
option will most likely not be exercised and the diminution in value of portfolio securities be offset at least in
part by the amount of the premium received. Similarly, instead of purchasing a call option to hedge against a
potential increase in the U.S. dollar cost of securities to be acquired, an account could write a put option on the
relevant currency which, if rates move in the manner projected by an account, will expire unexercised and allow
an account to hedge the increased cost up to the amount of the premium. If exchange rates do not move in the
expected direction, the option may be exercised and an account would be required to buy or sell the underlying
currency at a loss, which may not be fully offset by the amount of the premium. Through the writing of
A- 16
options on foreign currencies, an account also may lose all or a portion of the benefits that might otherwise
have been obtained from favorable movements in exchange rates.
An account’s use of currency transactions may be limited by tax considerations. Loomis Sayles may
decide not to engage in currency transactions, and there is no assurance that any currency strategy used by an
account will succeed. In addition, suitable currency transactions may not be available in all circumstances and
there can be no assurance that an account will engage in these transactions when they would be beneficial. The
foreign currency transactions in which an account may engage involve risks similar to those described in the
section “Derivative Instruments.”
Transactions in non-U.S. currencies are also subject to many of the risks of investing in non-U.S.
securities described in the section “Foreign Securities.”
Money Market Instruments
An account may seek to minimize risk by investing in money market instruments, which are high-
quality, short-term securities. Although changes in interest rates can change the market value of a security,
Loomis Sayles expects those changes to be minimal with respect to these securities, which are often purchased
for defensive purposes. However, even though money market instruments are generally considered to be high-
quality and a low-risk investment, recently a number of issuers of money market and money market-type
instruments have experienced financial difficulties, leading in some cases to rating downgrades and decreases in
the value of their securities.
Money market obligations of foreign banks or of foreign branches or subsidiaries of U.S. banks may
be subject to different risks than obligations of domestic banks, such as foreign economic, political and legal
developments and the fact that different regulatory requirements apply. In addition, recently, many money
market instruments previously thought to be highly liquid have become illiquid. If an account’s money market
instruments become illiquid, an account may be unable to satisfy certain of its obligations or may only be able
to do so by selling other securities at prices or times that may be disadvantageous to do so.
Commodities and Commodity-Linked Instruments
An account may invest in commodities, which are assets that have tangible properties such as oil,
metal and agricultural products. The value of commodities may be affected by several economic and other
variables, such as drought, floods, weather, disease, embargoes, tariffs, and international economic, political or
regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked
instruments, than on traditional securities. Certain commodities are also subject to limited pricing flexibility
because of supply and demand factors. Others are subject to broad price fluctuations as a result of the price
volatility for certain raw materials and the instability of supplies. Commodities and commodity-linked
instruments are also impacted by the costs of physical storage and insurance. In addition, the presence of
commodity hedgers and speculators can impact commodity prices.
An account may gain exposure to the commodity markets through investments in leveraged or
unleveraged commodity index-linked notes, which are derivative debt instruments with principal and/or
coupon payments linked to the performance of commodity indices. The Fund may also invest in commodity-
linked notes with principal and/or coupon payments linked to the value of commodities or commodity futures
contracts. The value of these notes will rise or fall in response to changes in the underlying commodity or
related index of investment. These notes expose the account economically to movements in commodity prices.
These notes are also subject to risks, such as credit, market and interest rate risks, that in general affect the
values of debt securities. In addition, these notes are often leveraged, increasing the volatility of each note’s
market value relative to changes in the underlying commodity, commodity futures contract or commodity
index. Therefore, at the maturity of the note, the account may receive more or less principal than it originally
invested. An account might receive interest payments on the note that are more or less than the stated coupon
interest payments.
An account may also invest in other commodity-linked derivative instruments, including swap
agreements, commodity options, futures and options on futures. The value of a commodity-linked derivative
A- 17
instrument generally is based upon the price movements of a physical commodity, a commodity futures
contract or commodity index, or other economic variable based upon changes in the value of commodities or
the commodities markets.
Derivative Instruments
Some accounts may use a number of derivative instruments for risk management purposes or as part
of their investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is
derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest
rates, currencies or currency exchange rates, commodities, related indexes and other assets. For additional
information about the use of derivatives in connection with foreign currency transactions, see the section
“Foreign Currency Transactions.” Loomis Sayles may decide not to employ any of these strategies and there is
no assurance that any derivatives strategy used by an account will succeed. In addition, suitable derivative
transactions may not be available in all circumstances and there can be no assurance that an account will engage
in these transactions to reduce exposure to other risks when that would be beneficial. Examples of derivative
instruments that an account may use include (but are not limited to) options and warrants, futures contracts,
options on futures contracts, zero-strike warrants and options, swap agreements and debt-linked and equity-
linked securities.
Derivative instruments are specialized products that require investment techniques and risk analyses
different from those associated with stocks and bonds. These instruments typically allow an investor to hedge
or speculate upon the price movements of a particular security, financial benchmark or index at no cost or at a
fraction of the cost of investing in the underlying asset. The use of a derivative requires an understanding not
only of the underlying asset but also of the derivative itself, without the benefit of observing the performance
of the derivative under all possible market conditions. As the value of this type of instrument depends largely
upon price movements in the underlying asset, many of the risks applicable to trading the underlying asset are
also applicable to trading derivatives related to such asset.
Risks associated with using derivatives include the risk of mispricing or improper valuation of
derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indices. Many
derivatives, in particular privately negotiated derivatives, are complex and often valued subjectively. In
addition, improper valuations can result in increased cash payment requirements to counterparties or a loss of
value to the account. Certain derivatives have the potential for unlimited loss regardless of the size of the
original investment. Further, derivatives agreements often contain terms that provide counterparties with the
right to terminate transactions if, among other things, an account experiences certain decreases in net asset
value over periods of time (whether through redemptions or loss of value), fails to provide or update certain
required information or engages in transactions that are inconsistent with applicable rules. These early
termination rights could result in derivatives transactions being closed out earlier, or on less favorable terms,
than desired. Although Loomis Sayles will implement risk management techniques designed to limit potential
losses, such techniques may not accurately predict all derivatives trading risks.
Several types of derivative instruments in which an account may invest are described in more detail
below. Relevant accounts are not limited to investments in these types of instruments and Loomis Sayles may
decide not to employ any or all of these strategies.
Futures Contracts
Futures transactions involve an account’s buying or selling futures contracts. A futures contract is an
agreement between two parties to buy and sell a particular security, commodity, currency or other asset, or
group or index of securities, commodities, currencies or other assets, for a specified price on a specified future
date. A futures contract creates an obligation by the seller to deliver and the buyer to take delivery of the type
of instrument or cash (depending on whether the contract calls for physical delivery or cash settlement) at the
time and in the amount specified in the contract. In the case of futures on an index, the seller and buyer agree
to settle in cash, at a future date, based on the difference in value of the contract between the date it is opened
and the settlement date. The value of each contract is equal to the value of the index from time to time
multiplied by a specified dollar amount. For example, S&P 500® Index futures trade in contracts equal to $250
multiplied by the S&P 500® Index.
A- 18
When a trader, such as an account, enters into a futures contract, it is required to deposit with (or for
the benefit of) its broker as “initial margin” an amount of cash or short-term, high quality/liquid securities
(such as U.S. Treasury bills or high quality tax-exempt bonds acceptable to the broker) equal to approximately
2% to 5% of the delivery or settlement price of the contract (depending on applicable exchange rules). Initial
margin is held to secure the performance of the holder of the futures contract. As the value of the contract
changes, the value of futures contract position increases or declines. At the end of each trading day, the amount
of such increase and decline is received and paid respectively by and to the holders of these positions. The
amount received or paid is known as “variation margin.” The gain or loss on a futures position is equal to the
net variation margin received or paid over the time the position is held, plus or minus the amount received or
paid when the position is closed, minus brokerage commissions and other transaction costs.
Although many futures contracts call for the delivery (or acceptance) of the specified instrument,
futures are usually closed out before the settlement date through the purchase (or sale) of a comparable
contract. If the price of the sale of the futures contract by an account is less than the price of the offsetting
purchase, an account will realize a loss. A futures sale is closed by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument or commodity and with the same delivery date.
Similarly, a futures purchase is closed by the purchaser selling an offsetting futures contract.
Futures contract prices, and the prices of the related contracts in which an account may trade, are
highly volatile. Such prices are influenced by, among other things: changing supply and demand relationships;
government trade, fiscal, monetary and exchange control programs and policies; national and international
political and economic events; and changes in interest rates. In addition, governments from time to time
intervene, directly and by regulation, in these markets, with the specific intention of influencing such prices.
The effect of such intervention is often heightened by a group of governments acting in concert.
Furthermore, the low margin deposits normally required in futures trading permit an extremely high
degree of leverage. Accordingly, a relatively small price movement in a futures contract can result in immediate
and substantial loss to the investor. As an added risk in these volatile and highly leveraged markets, it is not
always possible to liquidate futures positions to prevent further losses or recognize unrealized gains. Illiquidity
can arise due to daily price limits taking effect or to market disruptions. Futures positions may be illiquid
because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by
regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a
single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular
futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can
neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices
have occasionally moved beyond the daily limits for several consecutive days with little or no trading. The
inability to liquidate futures positions creates the possibility of an account being unable to control its losses. If
the account were to borrow money to use for trading purposes, the effects of such leverage would be
magnified. The rights of any lenders to an account to receive payments of interest or repayments of principal
will be senior to those of the investors and the terms of any loan agreements may contain provisions that limit
certain activities of an account. The account may also be unable to utilize all cash available to it if certain
margin requirements cannot be netted across exchanges, or alternatively if financing is unavailable. Physical
delivery of commodities can result in temporary illiquidity and the account may incur additional charges
associated with the holding and safekeeping of any such commodities.
Interest Rate Caps, Floors and Collars
An account may use interest rate caps, floors and collars for the same purposes or similar purposes as
for which it uses interest rate futures contracts and related options. Interest rate caps, floors and collars are
similar to interest rate swap contracts because the payment obligations are measured by changes in interest
rates as applied to a notional amount and because they are generally individually negotiated with a specific
counterparty. The purchase of an interest rate cap entitles the purchaser, to the extent that a specific index
exceeds a specified interest rate, to receive payments of interest on a notional principal amount from the party
selling the interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a
specified index falls below specified interest rates, to receive payments of interest on a notional principal
amount from the party selling the interest rate floor. The purchase of an interest rate collar entitles the
A- 19
purchaser, to the extent that a specified index exceeds or falls below a specified interest rate, to receive
payments of interest on a notional principal amount from the party selling the interest rate collar.
Options
Options transactions may involve an account’s buying or writing (selling) options on securities,
futures contracts, securities indices (including futures on securities indices) or currencies. An account may
engage in these transactions either to enhance investment return or to hedge against changes in the value of
other assets that it owns or intends to acquire. Options can generally be classified as either “call” or “put”
options. There are two parties to a typical options transaction: the “writer” (seller) and the “buyer.” A call
option gives the buyer the right to buy a security or other asset (such as an amount of currency or a futures
contract) from, and a put option gives the buyer the right to sell a security or other asset to, the option writer at
a specified price, on or before a specified date. The buyer of an option pays a premium when purchasing the
option, which reduces the return on the underlying security or other asset if the option is exercised, and results
in a loss if the option expires unexercised. The writer of an option receives a premium from writing an option,
which may increase its return if the option expires or is closed out at a profit. An “American-style” option
allows exercise of the option at any time during the term of the option. A “European-style” option allows an
option to be exercised only at a specific time or times, such as the end of its term. Options may be traded on or
off an established securities or options exchange.
If the holder (writer) of an option wishes to terminate its position, it may seek to effect a closing sale
transaction by selling (buying) an option identical to the option previously purchased. The effect of the
purchase is that the previous option position will be canceled. An account will realize a profit from closing out
an option if the price received for selling the offsetting position is more than the premium paid to purchase the
option; an account will realize a loss from closing out an option transaction if the price received for selling the
offsetting option is less than the premium paid to purchase the option. Since premiums on options having an
exercise price close to the value of the underlying securities or futures contracts usually have a time value
component (i.e., a value that diminishes as the time within which the option can be exercised grows shorter),
the value of an options contract may change as a result of the lapse of time even though the value of the
futures contract or security underlying the option (and of the security or other asset deliverable under the
futures contract) has not changed. As an alternative to purchasing call and put options on index futures, an
account many purchase or sell call or put options on the underlying indices themselves. Such options would be
used in a manner similar to the use of options on index futures.
Options on Indices
Put and call options on indices (“index options”) are similar to puts and calls on securities or futures
contracts except that all settlements are in cash and gain or loss at expiration depends on changes in the index
in question rather than on price movements in individual securities or futures contracts. When an account
writes a call on an index, it receives a premium and agrees that, prior to the expiration date (or upon the
expiration date for European-style options), the purchaser of the call, upon exercise of the call, will receive
from an account an amount of cash if the exercise settlement value of the relevant index is greater than the
exercise price of the call. The manner of determining “exercise settlement value” for a particular option series is
fixed by the options market on which the series is traded. S&P 500® Index options, for example, have a
settlement value that is calculated using the opening sales price in the primary market of each component
security on the last business day (usually a Friday) before the expiration date. The amount of cash is equal to
the difference between the exercise settlement value of the index and the exercise price of the call times a
specified multiple (“multiplier”), which determines the total dollar value for each point of such difference.
When an account buys a call on an index, it pays a premium and has the same rights as to such call as are
indicated above. When an account buys a put on an index, it pays a premium and has the right, prior to the
expiration date (or, upon the expiration date for European-style options), to require the seller of the put, upon
an account’s exercise of the put, to deliver to an account an amount of cash equal to the difference between the
exercise price of the option and the exercise settlement value of the index, times a multiplier, similar to that
described above for calls, if the exercise settlement value is less than the exercise price. When an account writes
a put on an index, it receives a premium and the purchaser of the put has the right, prior to the expiration date,
to require an account to deliver to it an amount of cash equal to the difference between the exercise settlement
value of the index and exercise price times the multiplier if the closing level is less than the exercise price.
A- 20
Exchange-Traded and Over-the-Counter Options
Some accounts may purchase or write both exchange-traded and over-the-counter (“OTC”) options.
OTC options differ from exchange-traded options in that they are two-party contracts, with price and other
terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-
traded options.
An exchange-traded option may be closed out only on an exchange that generally provides a liquid
secondary market for an option of the same series. If a liquid secondary market for an exchange-traded option
does not exist, it might not be possible to effect a closing transaction with respect to a particular option, with
the result that an account would have to exercise the option in order to consummate the transaction. Reasons
for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient
trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or
closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; (iv) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing
Corporation (“OCC”) or other clearing organization may not at all times be adequate to handle current trading
volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of options) would cease to exist, although
outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of
trades on that exchange would continue to be exercisable in accordance with their terms.
An OTC option (an option not traded on an established exchange) may be closed out only by
agreement with the other party to the original option transaction. With OTC options, an account is at risk that
the other party to the transaction will default on its obligations or will not permit an account to terminate the
transaction before its scheduled maturity. While an account will seek to enter into OTC options only with
dealers who agree to or are expected to be capable of entering into closing transactions with an account, there
can be no assurance that an account will be able to liquidate an OTC option at a favorable price at any time
prior to its expiration. OTC options are not subject to the protections afforded purchasers of listed options by
the OCC or other clearing organizations.
Warrants and Rights
Some accounts may purchase warrants and rights. A warrant is an instrument that gives the holder a
right to purchase a given number of shares of a particular security at a specified price until a stated expiration
date. Buying a warrant generally can provide a greater potential for profit or loss than an investment of
equivalent amounts in the underlying common stock. The market value of a warrant does not necessarily move
with the value of the underlying securities. If a holder does not sell the warrant, it risks the loss of its entire
investment if the market price of the underlying security does not, before the expiration date, exceed the
exercise price of the warrant. Investment in warrants is a speculative activity. Warrants pay no dividends and
confer no rights (other than the right to purchase the underlying securities) with respect to the assets of the
issuer. A right is a privilege granted to existing shareholders of a corporation to subscribe for shares of a new
issue of common stock before it is issued. Rights normally have a short life, usually two to four weeks, are
freely transferable and entitle the holder to buy the new common stock at a lower price than the public offering
price.
Index Warrants
Put warrants’ and call warrants’ values vary depending on the change in the value of one or more
specified securities indices (“index warrants”). Index warrants are generally issued by banks or other financial
institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of
the warrant a cash payment from the issuer based on the value of the underlying index at the time of exercise.
In general, if the value of the underlying index rises above the exercise price of the index warrant, the holder of
a call warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference
between the value of the index and the exercise price of the warrant; if the value of the underlying index falls,
A- 21
the holder of a put warrant will be entitled to receive a cash payment from the issuer upon exercise based on
the difference between the exercise price of the warrant and the value of the index. The holder of a warrant
would not be entitled to any payments from the issuer at a time when, in the case of a call warrant, the exercise
price is more than the value of the underlying index, or in the case of a put warrant, the exercise price is less
than the value of the underlying index. If an account were not to exercise an index warrant prior to its
expiration, then an account would lose the amount of the purchase price paid by it for the warrant. An account
will normally use index warrants in a manner similar to its use of options on securities indices.
Forward Contracts
Forward contracts are transactions involving an account’s obligation to purchase or sell a specific
currency or other asset at a future date at a specified price. For example, forward contracts may be used when
Loomis Sayles anticipates that particular foreign currencies will appreciate or depreciate in value or to take
advantage of the expected relationships between various currencies, regardless of whether securities
denominated in such currencies are held in an account’s investment portfolio. Forward contracts may also be
used by an account for hedging purposes to protect against uncertainty in the level of future foreign currency
exchange rates, such as when an account anticipates purchasing or selling a foreign security. This technique
would allow an account to “lock in” the U.S. dollar price of the investment. Forward contracts also may be
used to attempt to protect the value of an account’s existing holdings of foreign securities. There may be,
however, imperfect correlation between an account’s foreign securities holdings and the forward contracts
entered into with respect to such holdings. The cost to an account of engaging in forward contracts varies with
factors such as the currency involved, the length of the contract period and the market conditions then
prevailing.
Forward contracts are not traded on exchanges and are not standardized; rather, banks and dealers act
as principals in these markets negotiating each transaction on an individual basis. Trading in forward contracts
is generally unregulated. There is no limitation on the daily price movements of forward contracts. Principals in
the forward markets have no obligation to continue to make markets in the forward contracts traded. There
have been periods during which certain banks or dealers have refused to quote prices for forward contracts or
have quoted prices with an unusually wide spread between the price at which they are prepared to buy and that
at which they are prepared to sell. Disruptions can occur in the forward markets because of unusually high
trading volume, political intervention or other factors. For example, the imposition of credit controls by
governmental authorities might limit forward trading, to the possible detriment of the Fund. Forward contracts
are subject to many of the same risks as options, warrants and futures contracts described above. As described
in the section “Foreign Currency Transactions”, forward contracts may give rise to ordinary income or loss to
the extent such income or loss results from fluctuations in the value of the foreign currency concerned. In
addition, the effect of changes in the dollar value of a foreign currency on the dollar value of an account’s
assets. An account may incur costs in connection with conversions between various currencies, and the account
will be subject to increased illiquidity and counterparty risk because forward contracts are not traded on an
exchange and often are not standardized.
Additionally, in its forward trading, an account is subject to the risk of the bankruptcy of, or the
inability or refusal to perform with respect to its forward contracts by, the principals with which the account
trades. Funds on deposit with such principals are generally not protected by the same segregation requirements
imposed on CFTC regulated commodity brokers in respect of customer funds on deposit with them. An
account may place forward trades through agents, so that the insolvency or bankruptcy of such agents could
also subject the account to the risk of loss.
Swap Contracts and other Two-Party Contracts
An account may invest in swap contracts and similar contracts. The following risk factors discuss the
risks relating to swaps and similar contracts.
Swap Contracts. Swap agreements are two-party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two
parties agree to exchange the returns (or differentials in rates of return) to be exchanged or “swapped” between
the parties, which returns are calculated with respect to a “notional amount” (i.e., the return on or increase in
A- 22
value of a particular dollar amount invested at a particular interest rate) in a particular non-U.S. currency or in a
“basket” of securities representing a particular index. An account will usually enter into swaps on a net basis
and an account will receive or pay, as the case may be, only the net amount of the two payments).
Swap agreements are sophisticated financial instruments that typically involve a small investment of
cash relative to the magnitude of risks assumed. Swaps can be highly volatile and may have a considerable
impact on an account’s performance, as the potential gain or loss on any swap transaction is not subject to any
fixed limit. An account’s successful use of swap agreements will depend on Loomis Sayles’ ability to predict
correctly whether certain types of investments are likely to produce greater returns than other investments.
Because swaps are two-party contracts that may be subject to contractual restrictions on transferability and
termination and because they may have terms of greater than seven days, swap agreements may be
considered to be illiquid. If a swap is not liquid, it may not be possible to initiate a transaction or liquidate
a position at an advantageous time or price, which may result in significant losses. An account may also
suffer losses if it is unable to terminate (or terminate at the time and price desired) outstanding swap
its exposure through offsetting
agreements (either by assignment or other disposition) or reduce
transactions.
Interest Rate and Currency Swap Contracts. Interest rate swaps involve the exchange of the two parties’
respective commitments to pay or receive interest on a notional principal amount (e.g., an exchange of floating
rate payments for fixed rate payments). Currency swaps similarly involve the exchange of the two parties’
respective commitments to pay or receive fluctuations with respect to a notional amount of two different
currencies (e.g., an exchange of payments with respect to fluctuations in the value of the U.S. dollar relative to
the Japanese yen).
Total Return Swap Contracts. Total return swaps are contracts in which one party agrees to make
payments of the total return from the underlying asset(s) which may include securities, baskets of securities, or
securities indices during the specified period, in return for payments equal to a fixed or floating rate of interest
or the total return from other underlying asset(s).
Credit Default Swap Contracts. In a credit default swap, an account makes a stream of payments to
another party in exchange for the right to receive a specified return in the event of a default by a third party
(e.g., an emerging country) on its obligation. However, if the third party does not default, an account loses its
investment and recovers nothing. Credit default swaps involve risk because they are difficult to value, are
highly susceptible to liquidity and credit risk, and generally only generate income in the event of an actual
default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of
financial difficulty).
An account may also enter into a credit default swap, where an account guarantees a specified return
in the event of a default by a third party in exchange for a stream of payments from another party. In this case,
an account would bear the risk of default by the issuer of the underlying obligation. Credit default swaps may
be entered into with respect to a particular security, a basket of securities, or an index.
Swaptions. Swaptions are options on swaps (typically interest rate swaps). A swaption gives the holder
the right but not the obligation to enter into the underlying swap at a specific date in the future, at a particular
fixed rate or for a specified term. The buyer and seller of the swaption agree on the strike price, length of the
option period, the term of the swap, notional amount, amortization and frequency of settlement. A swaption
gives the buyer the right but not the obligation to pay (or receive) a fixed rate on a given date and receive (or
pay) a floating rate.
Contracts for Differences. Contracts for differences are swap arrangements in which an account may
agree with a counterparty that its return (or loss) will be based on the relative performance of two different
groups or “baskets” of securities. As to one of the baskets, an account’s return is based on theoretical long
futures positions in the securities comprising that basket (with an aggregate face value equal to the notional
amount of the contract for differences) and as to the other basket, an account’s return is based on theoretical
short futures positions in the securities comprising the basket. An account may also use actual long and short
futures positions to achieve the market exposure(s) as contracts for differences.
A- 23
An account may enter into swaps and contracts for differences for investment return, hedging, risk
management and for investment leverage. When using swaps for hedging, an account may enter into an
interest rate or currency swap, as the case may be, on either an asset-based or liability-based basis, depending
on whether it is hedging its assets or its liabilities. For risk management or leverage purposes an account may
also enter into a contract for differences in which the notional amount of the theoretical long position is greater
than the notional amount of the theoretical short position.
Investment Pools of Swap Contracts
Some accounts may invest in publicly or privately issued interests in investment pools whose
underlying assets are credit default, credit-linked, interest rate, currency exchange, equity-linked or other types
of swap contracts and related underlying securities or securities loan agreements. The pools’ investment results
may be designed to correspond generally to the performance of a specified securities index or “basket” of
securities, or sometimes a single security. These types of pools are often used to gain exposure to multiple
securities with less of an investment than would be required to invest directly in the individual securities. They
may also be used to gain exposure to foreign securities markets without investing in the foreign securities
themselves and/or the relevant foreign market. To the extent that an account invests in pools of swap
contracts and related underlying securities whose performance corresponds to the performance of a foreign
securities index or one or more of foreign securities, investing in such pools will involve risks similar to the
risks of investing in foreign securities. In addition to the risks associated with investing in swaps generally, an
investing account bears the risks and costs generally associated with investing in pooled investment vehicles,
such as paying the fees and expenses of the pool and the risk that the pool or the operator of the pool may
default on its obligations to the holder of interests in the pool, such as an account. Interests in privately offered
investment pools of swap contracts may be considered illiquid and, except to the extent that such interests are
issued under Rule 144A and deemed liquid, subject to an account’s restriction on investments in illiquid
securities.
Counterparty risk with respect to derivatives will be affected by new rules and regulations affecting
the derivatives market. Some derivatives transactions are required to be centrally cleared, and a party to a
cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member
through which it holds its cleared position, rather than the credit risk of its original counterparty to the
derivative transaction. Credit risk of market participants with respect to derivatives that are centrally cleared is
concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house
would be conducted and what impact an insolvency of a clearing house would have on the financial system. A
clearing member is obligated by contract and by applicable regulation to segregate all funds received from
customers with respect to cleared derivatives transactions from the clearing member’s proprietary assets.
However, all funds and other property received by a clearing broker from its customers are generally held by
the clearing broker on a commingled basis in an omnibus account, and the clearing member may invest those
funds in certain instruments permitted under the applicable regulations. The assets of an account might not be
fully protected in the event of the bankruptcy of an account’s clearing member, because an account would be
limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker’s
customers for a relevant account class. Also, the clearing member is required to transfer to the clearing
organization the amount of margin required by the clearing organization for cleared derivatives, which amounts
are generally held in an omnibus account at the clearing organization for all customers of the clearing member.
Regulations promulgated by the U.S. Commodity Futures Trading Commission (“CFTC”) require that the
clearing member notify the clearing house of the amount of initial margin provided by the clearing member to
the clearing organization that is attributable to each customer. However, if the clearing member does not
provide accurate reporting, accounts are subject to the risk that a clearing organization will use an account’s
assets held in an omnibus account at the clearing organization to satisfy payment obligations of a defaulting
customer of the clearing member to the clearing organization. In addition, clearing members generally provide
to the clearing organization the net amount of variation margin required for cleared swaps for all of its
customers in the aggregate, rather than the gross amount of each customer. An account is therefore subject to
the risk that a clearing organization will not make variation margin payments owed to an account if another
customer of the clearing member has suffered a loss and is in default, and the risk that an account will be
required to provide additional variation margin to the clearing house before the clearing house will move the
account’s cleared derivatives transactions to another clearing member. In addition, if a clearing member does
not comply with the applicable regulations or its agreement with the account, or in the event of fraud or
A- 24
misappropriation of customer assets by a clearing member, an account could have only an unsecured creditor
claim in an insolvency of the clearing member with respect to the margin held by the clearing member.
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”) established a framework for the regulation of OTC swap markets; the framework outlined the joint
responsibility of the CFTC and the SEC in regulating swaps. The CFTC is responsible for the regulation of
swaps, the SEC is responsible for the regulation of security-based swaps and jointly they are both responsible
for the regulation of mixed swaps.
Synthetic Bonds
Incidental to other transactions in fixed income securities and/or for investment purposes, an account
may also combine options on fixed income securities with cash, cash equivalent investments or other fixed
income securities in order to create “synthetic” bonds which approximate desired risk and return profiles. This
may be done where a “non-synthetic” security having the desired risk/return profile either is unavailable (e.g.,
short-term securities of certain non-U.S. governments) or possesses undesirable characteristics (e.g., interest
payments on the security would be subject to non-U.S. withholding taxes). An account may also purchase
forward non-U.S. exchange contracts in conjunction with U.S. dollar-denominated securities in order to create
a synthetic non-U.S. currency denominated security which approximates desired risk and return characteristics
where the non-synthetic securities either are not available in non-U.S. markets or possess undesirable
characteristics. The use of synthetic bonds may involve risks different from, or potentially greater than, risks
associated with direct investments in securities and other assets. Synthetic bonds may increase other account
risks, including market risk, liquidity risk, and credit risk, and their value may or may not correlate with the
value of the relevant underlying asset.
Hybrid Instruments
An account may invest in hybrid instruments, which are types of potentially high-risk derivatives that
combine a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal
amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or
negatively) to the price of some commodity, currency or securities index or another interest rate or some other
economic factor (each a “benchmark”). The interest rate or (unlike most fixed income securities) the principal
amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the
value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small
base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed
a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on
oil.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including
currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay
dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be
leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be
sensitive to economic and political events, such as commodity shortages and currency devaluations, which
cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a
hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated
with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and
pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes an account to the credit risk
of the issuer of the hybrids.
Certain hybrid instruments may provide exposure to the commodities markets. These are derivative
securities with one or more commodity-linked components that have payment features similar to commodity
futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be
either equity or debt securities, leveraged or unleveraged, and are considered hybrid instruments because they
have both security and commodity-like characteristics. A portion of the value of these instruments may be
derived from the value of a commodity, futures contract, index or other economic variable.
A- 25
Leverage
An account may borrow money and may also be deemed to be exposed to leverage through its use of
derivative instruments, when measuring the exposure of each instrument on a notional basis. Many of the
derivatives utilized by an account have minimal cash or collateral requirements the use of which enables an
account to increase its investment exposure to fixed income instruments and securities significantly beyond the
net asset value of an account. Leverage can significantly increase the risk profile of an account and can lead to
significant losses.
Leverage involves investment exposure to positions in excess of the amount actually invested.
Because the use of leverage effectively compounds investment exposure, it can improve the return on invested
capital if the leveraged investments increase in value. However, leverage may involve costs to an account and,
through the compounding effect, will proportionally enhance the adverse impact to an account if leveraged
investments decrease in value.
There can be no assurance that an account will be able to continue any lending arrangement on the
same or other favorable terms, or that it will always be able to enter into or renew a lending arrangement.
Increased borrowing costs, a decision by a lender not to renew an account’s lending arrangement, or an
account’s inability to find a replacement lender could result in an account having to sell loans or securities at a
loss in value.
Other Derivatives; Future Developments
The above discussion relates to an account’s proposed use of certain types of derivatives currently
available. However, accounts are not limited to the transactions described above. In addition, the relevant
markets and related regulations are constantly changing and, in the future, accounts may use derivatives not
currently available or widely in use.
Certain Additional Risks of Derivative Instruments
The use of derivative instruments, including the futures contracts, options and warrants, forward
currency contracts and swap transactions described above, involves risks in addition to those described above.
One risk arises because of the imperfect correlation between movements in the price of derivatives contracts
and movements in the price of the securities, indices or other assets serving as reference instruments for the
derivative. An account’s derivative strategies will not be fully effective unless an account can compensate for
such imperfect correlation. There is no assurance that an account will be able to effect such compensation. For
example, the correlation between the price movement of the derivatives contract and the hedged security may
be distorted due to differences in the nature of the relevant markets. If the price of the futures contract moves
more than the price of the hedged security, an account would experience either a loss or a gain on the
derivative that is not completely offset by movements in the price of the hedged securities. For example, in an
attempt to compensate for imperfect price movement correlations, an account may purchase or sell futures
contracts in a greater dollar amount than the hedged securities if the price movement volatility of the hedged
securities is historically greater than the volatility of the futures contract. The use of derivatives for other than
hedging purposes may be considered a speculative activity, and involves greater risks than are involved in
hedging.
The price of index futures may not correlate perfectly with movement in the relevant index due to
certain market distortions. One such distortion stems from the fact that all participants in the futures market
are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting transactions, which could distort the
normal relationship between the index and futures markets. Another market distortion results from the deposit
requirements in the futures market being less onerous than margin requirements in the securities market, and as
a result the futures market may attract more speculators than does the securities market. A third distortion is
caused by the fact that trading hours for stock index futures may not correspond perfectly to hours of trading
on the exchange to which a particular stock index futures contract relates. This may result in a disparity
between the price of index futures and the value of the relevant index due to the lack of continuous arbitrage
between the index futures price and the value of the underlying index. Finally, hedging transactions using stock
A- 26
indices involve the risk that movements in the price of the index may not correlate with price movements of
the particular portfolio securities being hedged.
Price movement correlation in derivative transactions also may be distorted by the illiquidity of the
futures and options markets and the participation of speculators in such markets. If an insufficient number of
contracts are traded, commercial users may not deal in futures contracts or options because they do not want
to assume the risk that they may not be able to close out their positions within a reasonable amount of time. In
such instances, futures and options market prices may be driven by different forces than those driving the
market in the underlying securities, and price spreads between these markets may widen. The participation of
speculators in the market enhances its liquidity. Nonetheless, the presence of speculators may create temporary
price distortions unrelated to the market in the underlying securities.
Positions in futures contracts and options on futures contracts may be established or closed out only
on an exchange or board of trade. There is no assurance that a liquid market on an exchange or board of trade
will exist for any particular contract or at any particular time. The liquidity of markets in futures contracts and
options on futures contracts may be adversely affected by “daily price fluctuation limits” established by
commodity exchanges which limit the amount of fluctuation in a futures or options price during a single
trading day. Once the daily limit has been reached in a contract, no trades may be entered into at a price
beyond the limit, which may prevent the liquidation of open futures or options positions. Prices have in the
past exceeded the daily limit on a number of consecutive trading days. If there is not a liquid market at a
particular time, it may not be possible to close a futures or options position at such time, and, in the event of
adverse price movements, an account would continue to be required to make daily cash payments of variation
margin. However, if futures or options are used to hedge portfolio securities, an increase in the price of the
securities, if any, may partially or completely offset losses on the futures contract.
The value of an account’s derivative instruments may fluctuate based on a variety of market and
economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities
or derivatives held in an account’s portfolio. All transactions in derivatives involve the possible risk of loss to
an account of all or a significant part of the value of its investment. In some cases, the risk of loss may exceed
the amount of an account’s investment. For example, when an account writes a call option or sells a futures
contract without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited.
An account may be required, however, to segregate or designate on its records liquid assets in amounts
sufficient at all times to satisfy its net obligations under options and futures contracts.
The risks of an account’s use of index warrants are generally similar to those relating to its use of
index options. Unlike most index options, however, index warrants are issued in limited amounts and are not
obligations of a regulated clearing agency, but are backed only by the credit of the bank or other institution
which issues the warrant. Also, index warrants generally have longer terms than index options. Although an
account will normally invest only in exchange-listed warrants, index warrants are not likely to be as liquid as
certain index options backed by a recognized clearing agency. In addition, the terms of index warrants may
limit an account’s ability to exercise the warrants at such time, or in such quantities, as an account would
otherwise wish to do.
The successful use of derivatives will usually depend on Loomis Sayles’s ability to forecast securities
market, currency market or other financial market movements correctly. For example, an account’s ability to
hedge against adverse changes in the value of securities held in its portfolio through options and futures also
depends on the degree of correlation between changes in the value of futures or options positions and changes
in the values of the portfolio securities. The successful use of certain other derivatives also depends on the
availability of a liquid secondary market to enable an account to close its positions on a timely basis. There can
be no assurance that such a market will exist at any particular time.
The derivatives markets of foreign countries are small compared to those of the United States and
consequently are characterized in most cases by less liquidity than U.S. markets. In addition, foreign markets
may be subject to less detailed reporting requirements and regulatory controls than U.S. markets. Furthermore,
investments in derivatives markets outside of the United States are subject to many of the same risks as other
foreign investments.
A- 27
Risk of Potential Government Regulation of Derivatives
It is possible that government regulation of various types of derivative instruments, including futures
and swap agreements, may limit or prevent an account from using such instruments as part of its investment
strategy, and could ultimately prevent an account from being able to achieve its investment goals. It is
impossible to fully predict the effects of legislation and regulation in this area, but the effects could be
substantial and adverse. It is possible that legislative and regulatory activity could limit or completely restrict
the ability of an account to use these instruments as a part of its investment strategy, increase the costs of using
these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which
an account engages in derivative transactions could also prevent an account from using these instruments or
affect the pricing or other factors relating to these instruments, or may change the availability of certain
investments.
There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of
an investment in an account or the ability of an account to continue to implement its investment strategies. In
particular, the Dodd-Frank Act was signed into law on July 21, 2010. The Dodd-Frank Act has changed the
way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a
new legislative framework for over-the-counter (“OTC”) derivatives, such as swaps, in which certain accounts
may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market and grants
significant new authority to the SEC and the CFTC to regulate OTC derivatives and market participants.
Pursuant to such authority, rules have been enacted that currently require clearing of many OTC derivatives
transactions and may require clearing of additional OTC derivatives transactions in the future and that impose
minimum margin and capital requirements for uncleared OTC derivatives transactions. The futures markets are
subject to comprehensive statutes, regulations, and margin requirements. The SEC, CFTC and the exchanges
are authorized to take extraordinary actions in the event of a market emergency, including, for example, the
implementation or reduction of speculative position limits, the implementation of higher margin requirements,
the establishment of daily price limits and the suspension of trading.
Additional Risk Factors in Cleared Derivatives Transactions
Under recently adopted rules and regulations, transactions in some types of swaps (including interest
rate swaps and credit default index swaps on North American and European indices) are required to be
centrally cleared. In a cleared derivatives transaction, an account’s counterparty is a clearing house, rather than a
bank or broker. Since accounts are not members of clearing houses and only members of a clearing house can
participate directly in the clearing house, the accounts will hold cleared derivatives through accounts at clearing
members. In a cleared derivatives transactions, the accounts will make payments (including margin payments)
to and receive payments from a clearing house through their accounts at clearing members. Clearing members
guarantee performance of their clients’ obligations to the clearing house.
In many ways, centrally cleared derivative arrangements are less favorable than bilateral arrangements.
For example, an account may be required to provide greater amounts of margin for cleared derivatives
transactions than for bilateral derivatives transactions. Also, in contrast to bilateral derivatives transactions,
following a period of notice to an account, a clearing member generally can require termination of existing
cleared derivatives transactions at any time or increases in margin requirements above the margin that the
clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase
margin requirements for existing transactions or to terminate transactions at any time. Any increase in margin
requirements or termination by the clearing member or the clearing house could interfere with the ability of an
account to pursue its investment strategy. Further, any increase in margin requirements by a clearing member
could also expose an account to greater credit risk to its clearing member, because margin for cleared
derivatives transactions in excess of clearing house margin requirements typically is held by the clearing
member. Also, an account is subject to risk if it enters into a derivatives transaction that is required to be
cleared (or that Loomis Sayles expects to be cleared), and no clearing member is willing or able to clear the
transaction on an account’s behalf. While the documentation in place between an account and their clearing
members generally provides that the clearing members will accept for clearing all transactions submitted for
clearing that are within credit limits (specified in advance) for each account, accounts are still subject to the risk
that no clearing member will be willing or able to clear a transaction. In those cases, the transaction might have
to be terminated, and an account could lose some or all of the benefit of the transaction, including loss of an
A- 28
increase in the value of the transaction and/or loss of hedging protection offered by the transaction. In
addition, the documentation governing the relationship between an account and the clearing members is
developed by the clearing members and generally is less favorable to the account than typical bilateral
derivatives documentation. For example, this documentation generally includes a one-way indemnity by the
account in favor of the clearing member, indemnifying the clearing member against losses it incurs in
connection with acting as the account’s clearing member, and the documentation typically does not give the
account any rights to exercise remedies if the clearing member defaults or becomes insolvent.
Some types of cleared derivatives are required to be executed on an exchange or on swap execution
facilities (“SEF”). A SEF is a trading platform where multiple market participants can execute derivatives by
accepting bids and offers made by multiple other participants in the platform. While this execution
requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a
SEF can create additional costs and risks for an account. For example, SEFs typically charge fees, and if an
account executes derivatives on a SEF through a broker intermediary, the intermediary may impose fees as
well. Also, an account may indemnify a SEF, or a broker intermediary who executes cleared derivatives on a
SEF on the account’s behalf, against any losses or costs that may be incurred as a result of the account’s
transactions on the SEF.
These and other new rules and regulations could, among other things, further restrict an account’s
ability to engage in, or increase the cost to the account of, derivatives transactions, for example, by making
some types of derivatives no longer available to the account, increasing margin or capital requirements, or
otherwise limiting liquidity or increasing transaction costs. These regulations are new and evolving, so their
potential impact on clients and the financial system are not yet known. While the new regulations and the
central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the
interdependence of large derivatives dealers could cause a number of those dealers to suffer liquidity, solvency
or other challenges simultaneously), there is no assurance that the new clearing mechanisms will achieve that
result, and in the meantime, as noted above, central clearing will expose clients to new kinds of risks and costs.
a clearing house through their accounts at clearing members. Clearing members guarantee performance of their
clients’ obligations to the clearing house.
Repurchase Agreements
An account may enter into repurchase agreements, by which an account purchases a security and
obtains a simultaneous commitment from the seller to repurchase the security at an agreed-upon price and
date. The resale price is in excess of the purchase price and reflects an agreed-upon market interest rate
unrelated to the coupon rate on the purchased security. Repurchase agreements are economically similar to
collateralized loans by an account. Such transactions afford an account the opportunity to earn a return on
temporarily available cash at what is considered to be comparatively low market risk. An account may invest in
a repurchase agreement that does not produce a positive return to an account if Loomis Sayles believes it is
appropriate to do so under the circumstances (for example, to help protect an account’s uninvested cash
against the risk of loss during periods of market turmoil). While the underlying security may be a bill, certificate
of indebtedness, note or bond issued by an agency, authority or instrumentality of the U.S. government, the
obligation of the seller is not guaranteed by the U.S. government and there is a risk that the seller may fail to
repurchase the underlying security. In such event, an account would attempt to exercise rights with respect to
the underlying security, including possible disposition in the market. However, an account may be subject to
various delays and risks of loss, including (i) possible declines in the value of the underlying security during the
period while an account seeks to enforce its rights thereto, (ii) possible reduced levels of income and lack of
access to income during this period and (iii) inability to enforce rights and the expenses involved in the
attempted enforcement, for example, against a counterparty undergoing financial distress.
Reverse Repurchase Agreements
In a reverse repurchase agreement an account transfers possession of a portfolio instrument to
another person, such as a financial institution, broker or dealer, in return for cash, and agrees that on a
stipulated date in the future an account will repurchase the portfolio instrument by remitting the original
consideration plus interest at an agreed-upon rate. The ability to use reverse repurchase agreements may
enable, but does not ensure the ability of, an account to avoid selling portfolio instruments at a time when a
A- 29
sale may be deemed to be disadvantageous. When effecting reverse repurchase agreements, assets of an
account in a dollar amount sufficient to make payment of the obligations to be purchased are segregated on the
account’s records at the trade date and maintained until the transaction is settled. Reverse repurchase
agreements are economically similar to secured borrowings by an account.
• Dollar Rolls - Dollar rolls are a special type of reverse repurchase agreement in which the portfolio
instrument transferred by an account is a mortgage-related security. An account gives up the cash flows
during the transaction period but has use of the cash proceeds.
When-Issued Securities
“When-issued” securities are traded on a price basis prior to actual issuance. Such purchases will only
be made to achieve an account’s investment objective and not for leverage. The when-issued trading period
generally lasts from a few days to months, or a year or more; during this period dividends on equity securities
are not payable. No dividend income accrues to an account prior to the time it takes delivery. A frequent form
of when-issued trading occurs when corporate securities to be created by a merger of companies are traded
prior to the actual consummation of the merger. When-issued securities may involve a risk of loss if the value
of the securities falls below the price committed to prior to actual issuance. An account will either designate on
its records or cause its custodian to establish a segregated account for an account when it purchases securities
on a when-issued basis consisting of cash or liquid securities equal to the amount of the when-issued
commitments. Securities transactions involving delayed deliveries or forward commitments are frequently
characterized as when-issued transactions.
Illiquid Securities
Illiquid securities are any investments that Loomis reasonably expects cannot be sold or disposed of in
current market conditions in seven (7) calendar days or less, without the sale or disposition significantly
changing the market value of the investment. Investment in restricted or other illiquid securities involves the
risk that an account may be unable to sell such a security at the desired time or at the price at which an account
values the security. Also, an account may incur expenses, losses or delays in the process of registering
restricted securities prior to resale.
Initial Public Offerings
Some accounts may purchase securities of companies that are offered pursuant to an initial public
offering (“IPO”). An IPO is a company’s first offering of securities to the public in the primary market,
typically to raise additional capital. An account may purchase a “hot” IPO (also known as a “hot issue”), which
is an IPO that is oversubscribed and, as a result, is an investment opportunity of limited availability. As a
consequence, the price at which these IPO shares open in the secondary market may be significantly higher
than the original IPO price. IPO securities tend to involve greater risk due, in part, to public perception and
the lack of publicly available information and trading history. There is the possibility of losses resulting from
the difference between the issue price and potential diminished value of the stock once traded in the secondary
market. An account’s investment in IPO securities may have a significant impact on an account’s performance
and may result in significant capital gains. The availability of IPOs may be limited so that an account does not
get the full allocation desired.
Private Placements
An account may invest in securities that are purchased in private placements and, accordingly, are
subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be
relatively few potential purchasers for these securities, especially under adverse market or economic conditions
or in the event of adverse changes in the financial condition of the issuer, an account could find it more
difficult or impossible to sell the securities when Loomis Sayles believes that it is advisable to do so, or may be
able to sell the securities only at prices lower than if the securities were more widely held. At times, it also may
be more difficult to determine the fair value of the securities for purposes of computing an account’s value.
A- 30
While private placements may offer opportunities for investment that are not otherwise available on
the open market, the securities so purchased are often “restricted securities,” which are securities that cannot
be sold to the public without registration under the Securities Act, the availability of an exemption from
registration (such as Rule 144 or Rule 144A under the Securities Act) or that are not readily marketable because
they are subject to other legal or contractual delays or restrictions on resale.
The absence of a trading market can make it difficult to ascertain a market value for illiquid
investments such as private placements. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for an account to sell the illiquid securities
promptly at an acceptable price. An account may have to bear the extra expense of registering the securities for
resale and the risk of substantial delay in effecting the registration. In addition, market quotations are typically
less readily available for these securities. The judgment of Loomis Sayles may at times play a greater role in
valuing these securities than in the case of unrestricted securities.
Generally, restricted securities may be sold only to qualified institutional buyers in a privately
negotiated transaction to a limited number of purchasers in limited quantities after they have been held for a
specified period of time and other conditions are met pursuant to an exemption from registration, or in a
public offering for which a registration statement is in effect under the Securities Act. An account may be
deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public.
As such, an account may be liable to purchasers of the securities if the registration statement prepared by the
issuer, or the prospectus forming a part of the registration statement, is materially inaccurate or misleading.
Privatizations
In a number of countries around the world, governments have undertaken to sell to investors
interests in enterprises that the government has historically owned or controlled. These transactions are known
as “privatizations” and may in some cases represent opportunities for significant capital appreciation. In some
cases, the ability of U.S. investors to participate in privatizations may be limited by local law, and the terms of
participation for U.S. investors may be less advantageous than those for local investors. Also, there is no
assurance that privatized enterprises will be successful, or that an investment in such an enterprise will retain its
value or appreciate in value.
Short Sales
An account may utilize short positions in an attempt to increase an account’s return and/or for
hedging purposes. In a short sale, an account sells a security it has borrowed, with the expectation that the
security will decline in value. An account’s potential loss is limited only by the maximum attainable price of the
security less the price at which the security was sold. Short selling is considered leverage and may involve
substantial risk. Loomis Sayles may employ a variety of financial instruments, such as futures, options, forward
contracts, swaps and other derivatives, as an alternative to selling securities short. Selling securities short runs
the risk of losing an amount greater than the initial investment therein.
Purchasing securities to close out the short position can itself cause the price of the securities to rise
further, thereby exacerbating the loss. Short-selling exposes an account to unlimited risk with respect to that
security due to the lack of an upper limit on the price to which an instrument can rise.
Due to the nature of certain account strategies, an account may be subject to the risk that, for some
period of time, an account’s short positions may go up while the long positions decline (a “convergent
impact”). The occurrence of a convergent impact would aggravate any losses an account may sustain.
Direct Lending Risk
An account may make direct loans and engage in direct lending with unaffiliated third parties. This
practice involves certain risks. Direct loans between an account and a borrower may not be administered by an
underwriter or agent bank. The terms of the direct loans are negotiated with borrowers in private transactions.
Furthermore, a direct loan may be secured or unsecured.
A- 31
There may be no restrictions on the credit quality of an account’s loans. Loans may be deemed to
have substantial vulnerability to default in payment of interest and/or principal. There can be no assurance as
to the levels of defaults and/or recoveries that may be experienced on loans in which an account has invested.
Certain of the loans in which an account may invest have large uncertainties or major risk exposures to adverse
conditions, and may be considered to be predominantly speculative. Generally, such loans offer a higher return
potential than better quality loans, but involve greater volatility of price and greater risk of loss of income and
principal. The market values of certain of these loans also tend to be more sensitive to changes in economic
conditions than better quality loans.
In determining whether to make a direct loan, an account will rely primarily upon the creditworthiness
of the borrower and/or any collateral for payment of interest and repayment of principal. In making a direct
loan, an account is exposed to the risk that the borrower may default or become insolvent and, consequently,
that the account will lose money on the loan. Furthermore, direct loans may subject an account to liquidity and
interest rate risk and certain direct loans may be deemed illiquid. Direct loans are not publicly traded and may
not have a secondary market. The lack of a secondary market for direct loans may have an adverse impact on
the ability of an account to dispose of a direct loan and/or to value the direct loan.
If a loan is foreclosed, an account could become part owner of any collateral and would bear the costs
and liabilities associated with owning and disposing of the collateral. As a result, an account may be exposed to
losses resulting from default and foreclosure. Any costs or delays involved in the effectuation of a foreclosure
of the loan or a liquidation of the underlying assets will further reduce the proceeds and thus increase the loss.
Different types of assets may be used as collateral for an account’s loans and, accordingly, the valuation of and
risks associated with such collateral will vary by loan. There is no assurance that an account will correctly
evaluate the value of the assets collateralizing the account’s loans or the prospects for a successful
reorganization or similar action. In any reorganization or liquidation proceeding relating to a company that an
account funds, the account may lose all or part of the amounts advanced to the borrower or may be required to
accept collateral with a value less than the amount of the loan advanced by the account to the borrower.
Further, there is no assurance that the protection of an account’s interests will be adequate, including the
validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the
applicable security interests. In addition, there is no assurance that claims will not be asserted that might
interfere with enforcement of an account’s rights.
EQUITY SECURITIES, PRACTICES AND CERTAIN RISKS
Following is a description of certain equity securities and practices, and the associated risks, in which the
Loomis Sayles Equity strategies may invest, subject to each strategy’s objective and the specific investment
guidelines applicable to each client.
Growth Stocks and Value Stocks
Growth stocks are those stocks of companies that Loomis Sayles believes have earnings that will grow
faster than the economy as a whole. Growth stocks typically trade at higher multiples of current earnings than
other stocks. As a result, the values of growth stocks may be more sensitive to changes in current or expected
earnings than the values of other stocks. If Loomis Sayles’s assessment of the prospects for a company’s
earnings growth is wrong, or if its judgment of how other investors will value the company’s earnings growth is
wrong, then the price of that company’s stock may fall or may not approach the value that Loomis Sayles has
placed on it.
Value stocks are those stocks of companies that are not expected to experience significant earnings
growth, but that Loomis Sayles believes are undervalued compared to their true worth. These companies may
have experienced adverse business developments or may be subject to special risks that have caused their
stocks to be out of favor. If Loomis Sayles’s assessment of a company’s prospects is wrong or if other
investors do not eventually recognize the value of the company, then the price of the company’s stock may fall
or may not approach the value that Loomis Sayles has placed on it.
A- 32
Many stocks may have both “growth” and “value” characteristics, and for some stocks it may be
unclear into which category, if any, they fit.
Market Capitalizations
An account may invest in companies with small, medium or large market capitalizations. Large
capitalization companies are generally large companies that have been in existence for a number of years and
are well established in their market. Mid capitalization companies are generally medium-sized companies that
are not as established as large capitalization companies, may be more volatile and are subject to many of the
same risks as smaller capitalizations companies.
•
Small Capitalization Companies – Such investments may involve greater risk than is usually associated
with more established companies. These companies often have sales and earnings growth rates that
exceed those of companies with larger market capitalization. Such growth rates may in turn be reflected in
more rapid share price appreciation. However, companies with smaller market capitalization often have
limited product lines, markets or financial resources and may be dependent upon a relatively small
management group. These securities may have limited marketability and may be subject to more abrupt or
erratic movements in price than securities of companies with larger market capitalization or market
averages in general.
Investment Companies
Investment companies, including exchange-traded funds such as “iShares,” “SPDRs” and “VIPERs,”
are essentially pools of securities. Investing in investment companies involves substantially the same risks as
investing directly in the underlying securities, but may involve additional expenses at the investment company
level, such as investment advisory fees and operating expenses. In some cases, investing in an investment
company may involve the payment of a premium over the value of the assets held in that investment
company’s portfolio. In other circumstances, the market value of an investment company’s shares may be less
than the net asset value per share of the investment company. As an investor in an investment company, an
account will bear its ratable share of the investment company’s expenses, including advisory fees.
Despite the possibility of greater fees and expenses, investment in investment companies may be
attractive nonetheless for several reasons, especially in connection with foreign investments. Because of
restrictions on direct investment by U.S. entities in certain countries, investing indirectly in such countries (by
purchasing shares of an investment company that is permitted to invest in such countries) may be the most
practical and efficient way for an account to invest in such countries. In other cases, when Loomis Sayles
desires to make only a relatively small investment in a particular country, investing through an investment
company that holds a diversified portfolio in that country may be more effective than investing directly in
issuers in that country. In addition, it may be efficient for an account to gain exposure to particular market
segments by investing in shares of one or more investment companies.
Preferred Stock
Preferred stock pays dividends at a specified rate and generally has preference over common stock in
the payment of dividends and the liquidation of the issuer’s assets, but is junior to the debt securities of the
issuer in those same respects. Unlike interest payments on debt securities, dividends on preferred stock are
generally payable at the discretion of the issuer’s board of directors. Shareholders may suffer a loss of value if
dividends are not paid. The market prices of preferred stocks are subject to changes in interest rates and are
more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities. Under normal
circumstances, preferred stock does not carry voting rights.
REITs
REITs are pooled investment vehicles that invest primarily in either real estate or real estate-related
loans. REITs involve certain unique risks in addition to those risks associated with investing in the real estate
industry in general (such as possible declines in the value of real estate, lack of availability of mortgage funds or
extended vacancies of property). Equity REITs may be affected by changes in the value of the underlying
A- 33
property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended
and changes in interest rates. REITs whose underlying assets are concentrated in properties used by a
particular industry, such as health care, are also subject to risks associated with such industry. REITs are
dependent upon management skills, are not diversified and are subject to heavy cash flow dependency, risks of
default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-
free pass-through of income under the Code and failing to maintain their exemptions from registration under
the Investment Company Act of 1940, as amended.
REITs (especially mortgage REITs) are also subject to interest rate risks, including prepayment risk.
When interest rates decline, the value of a REIT’s investment in fixed rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of a REIT’s investment in fixed rate obligations can be expected
to decline. If the REIT invests in adjustable rate mortgage loans the interest rates on which are reset
periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in
market interest rates. This causes the value of such investments to fluctuate less dramatically in response to
interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial
resources, may trade less frequently and in limited volume and may be subject to more abrupt or erratic price
movements than more widely held securities.
Exchange Traded Funds, Mutual Funds and Other Pooled Vehicles
As an alternative to the direct investment in securities, an account may invest or take short positions
in a Loomis Sayles-affiliated mutual fund or other pooled vehicle (“Affiliated Funds”) or exchange-traded fund
(“ETF”). Loomis Sayles may set up one or more private investment funds that invest in bank loans, cash
equivalents and other fixed income securities or instruments as investment vehicles for cash balances. These
investments may represent a significant portion of an account or an individual strategy. Investments in such
vehicles (other than those sponsored or advised by Loomis Sayles) may involve a layering of fees and other
costs, and may be subject to limitations on redemptions. These vehicles, including one or more Affiliated
Funds, may have more favorable indemnification protections for Loomis Sayles or an affiliate, than those
relating to an account.
Convertible Securities
Convertible securities include corporate bonds, notes or preferred stocks of U.S. or foreign issuers
that can be converted into (exchanged for) common stocks or other equity securities. Convertible securities
also include other securities, such as warrants, that provide an opportunity for equity participation. Since
convertible securities may be converted into equity securities, their values will normally vary in some
proportion with those of the underlying equity securities. Convertible securities usually provide a higher yield
than the underlying equity, however, so that the price decline of a convertible security may sometimes be less
substantial than that of the underlying equity security. Convertible securities are generally subject to the same
risks as non-convertible fixed-income securities, but usually provide a lower yield than comparable fixed-
income securities. Many convertible securities are relatively illiquid.
Warrants and Rights
A warrant is an instrument that gives the holder a right to purchase a given number of shares of a
particular security at a specified price until a stated expiration date. Buying a warrant generally can provide a
greater potential for profit or loss than an investment of equivalent amounts in the underlying common stock.
The market value of a warrant does not necessarily move with the value of the underlying securities. If a
holder does not sell the warrant, it risks the loss of its entire investment if the market price of the underlying
security does not, before the expiration date, exceed the exercise price of the warrant. Investment in warrants is
a speculative activity. Warrants pay no dividends and confer no rights (other than the right to purchase the
underlying securities) with respect to the assets of the issuer. A right is a privilege granted to existing
shareholders of a corporation to subscribe for shares of a new issue of common stock before it is issued.
Rights normally have a short life, usually two to four weeks, are often freely transferable and entitle the holder
to buy the new common stock at a lower price than the public offering price.
A- 34
Low exercise price call warrants are equity call warrants with an exercise price that is very low relative
to the market price of the underlying instrument at the time of issue. Low exercise price call warrants are
typically used to gain exposure to stocks in difficult to access local markets. The warrants typically have a strike
price set such that the value of the warrants will be identical to the price of the underlying stock. The value of
the warrants is correlated with the value of the underlying stock price and therefore, the risk and return profile
of the warrants is similar to owning the underlying securities. In addition, the owner of the warrant is subject to
the risk that the issuer of the warrant (i.e., the counterparty) will default on its obligations under the warrant.
The warrants have no voting rights. Dividends issued to the warrant issuer by the underlying company will
generally be distributed to the warrant holders, net of any taxes or commissions imposed by the local
jurisdiction in respect of the receipt of such amount. In addition, the warrants are not exchangeable into shares
of the underlying stock. Low exercise price call warrants are typically sold in private placement transactions,
may be illiquid and may be classified as derivative instruments.
Foreign Securities
Foreign securities may include, among other things, securities of issuers organized or headquartered
outside the U.S. as well as obligations of supranational entities. In addition to the risks associated with investing
in securities generally, such investments present additional risks not typically associated with investments in
comparable securities of U.S. issuers. Investments in emerging markets may be subject to these risks to a
greater extent than those in more developed countries, as described more fully under “Emerging Markets.”
The non-U.S. securities in which an account may invest, all or a portion of which may be non-U.S. dollar-
denominated, may include, among other investments: (a) debt obligations issued or guaranteed by non-U.S.
national, provincial, state, municipal or other governments or by their agencies or instrumentalities, including
“Brady Bonds”; (b) debt obligations of supranational entities; (c) debt obligations of the U.S. government
issued in non-dollar securities; (d) debt obligations and other fixed-income securities of foreign corporate
issuers; (e) non-U.S. dollar-denominated securities of U.S. corporate issuers; and (f) equity securities issued by
foreign corporations or other business organizations.
There may be less information publicly available about a foreign corporate or government issuer than
about a U.S. issuer, and foreign corporate issuers are not generally subject to accounting, auditing and financial
reporting standards and practices comparable to those in the United States. The securities of some foreign
issuers are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign brokerage
commissions and securities custody costs are often higher than those in the United States, and judgments
against foreign entities may be more difficult to obtain and enforce. With respect to certain foreign countries,
there is a possibility of governmental expropriation of assets, confiscatory taxation, political or financial
instability and diplomatic developments that could affect the value of investments in those countries. The
receipt of interest on foreign government securities may depend on the availability of tax or other revenues to
satisfy the issuer’s obligations.
Since most foreign securities are denominated in foreign currencies or traded primarily in securities
markets in which settlements are made in foreign currencies, the value of these investments and the investment
income available for distribution may be affected favorably or unfavorably by changes in currency exchange
rates or exchange control regulations. To the extent an account may purchase securities denominated in
foreign currencies, a change in the value of any such currency against the U.S. dollar will result in a change in
the U.S. dollar value of an account’s assets and the account’s income available for distribution. The recent
global economic crisis has caused many European countries to experience serious fiscal difficulties, including
bankruptcy, public budget deficits, recession, sovereign default, restructuring of government debt, credit rating
downgrades and an overall weakening of the banking and financial sectors. In addition, some European
economies may depend on other for assistance, and the inability of such economies to achieve the reforms or
objectives upon which that assistance is conditioned may result in a deeper and/or longer financial downturns
among the Eurozone nations. Recent events in the Eurozone have called into question the long-term viability
of the euro as a shared currency among the Eurozone nations. Moreover, strict fiscal and monetary controls
imposed by the European Economic and Monetary Union as well as any other requirements it may impose on
member countries may significantly impact such countries and limit them from implementing their own
economic policies to some degree. As a result of economic, political, regulatory or other actions taken in
response to this crisis, including any discontinuation of the euro as a shared currency among the Eurozone
nations or the implementation of capital controls or the restructuring of financial institutions, an account’s
A- 35
euro-denominated investments may become difficult to value or to dispose of and repatriation of investment
proceeds may be impaired. The ability to operate a strategy in connection with euro-denominated securities
may be significantly impaired and the value of Eurozone investments may decline significantly and
unpredictably.
Canadian Investments
An account may invest in securities of Canadian issuers to a significant extent. The Canadian and U.S.
economies are closely integrated, and U.S. market conditions, including consumer spending, can have a
significant impact on the Canadian economy such that an investment in Canadian securities may not have the
same diversifying affect as investments in other countries. In addition, Canada is a major producer of
commodities, such as forest products, metals, agricultural products and energy-related products like oil, gas and
hydroelectricity. As a result, the Canadian economy is very dependent on the demand for, and supply and price
of, natural resources and the Canadian market is relatively concentrated in issuers involved in the production
and distribution of natural resources. Canada’s economic growth may be significantly affected by fluctuations
in currency and global demand for such commodities. Investments in Canadian securities may be in Canadian
dollars; see the section “Foreign Currency Transactions” below for more information.
Depositary Receipts
Depositary receipts are instruments issued by banks that represent an interest in equity securities held
by arrangement with the bank. Depositary receipts can be either “sponsored” or “unsponsored.” Sponsored
depositary receipts are issued by banks in cooperation with the issuer of the underlying equity securities.
Unsponsored depositary receipts are arranged without involvement by the issuer of the underlying equity
securities and, therefore, less information about the issuer of the underlying equity securities may be available
and the price may be more volatile than sponsored depositary receipts. American Depositary Receipts
(“ADRs”) are depositary receipts that are bought and sold in the United States and are typically issued by a U.S.
bank or trust company which evidence ownership of underlying securities by a foreign corporation. European
Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”) are depositary receipts that are
typically issued by foreign banks or trust companies which evidence ownership of underlying securities issued
by either a foreign or United States corporation. All depositary receipts, including those denominated in U.S.
dollars, will be subject to foreign currency risk.
The effect of changes in the dollar value of a foreign currency on the dollar value of an account’s
assets and on the investment income available for distribution may be favorable or unfavorable. An account
may incur costs in connection with conversions between various currencies.
Because an account may invest in depositary receipts, changes in foreign economies and political
climates are more likely to affect an account than an account that invests exclusively in U.S. companies. There
may also be less government supervision of foreign markets, resulting in non-uniform accounting practices and
less publicly available information. If an account’s portfolio is over-weighted in a certain geographic region, any
negative development affecting that region will have a greater impact on an account than an account that is not
over-weighted in that region.
Emerging Markets
Investments in foreign securities may include investments in emerging or developing countries, whose
economies or securities markets are not yet highly developed. The risks of non-U.S. investments described
herein apply to an even greater extent to these investments. The economies of these markets may differ
significantly from the economies of certain countries of the Organisation for Economic Co-operation and
Development (“OECD”) (an organization of 30 member countries that addresses specific policy areas, such as
economics, trade, science, employment, education or financial markets policies, and which includes the United
States), in such respects as gross domestic product or gross national product, rate of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency, structural unemployment and balance of payments
position. In particular, these economies frequently experience high levels of inflation. In addition, such
countries may have: restrictive national policies that limit investment opportunities; limited information about
their issuers; a general lack of uniform accounting, auditing and financial reporting standards, auditing practices
A- 36
and requirements compared to the standards of OECD countries; less governmental supervision and regulation
of business and industry practices, stock exchanges, brokers and listed companies; favorable economic
developments that may be slowed or reversed by unanticipated political or social events in such countries; or a
lack of capital market structure or market-oriented economy. Systemic and market factors may affect the
acquisition, payment for or ownership of investments including: (a) the prevalence of crime and corruption;
(b) the inaccuracy or unreliability of business and financial information; (c) the instability or volatility of
banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems; (c)
custody and settlement infrastructure of the market in which such investments are transacted and held; (e) the
acts, omissions and operation of any securities depository; (f) the risk of the bankruptcy or insolvency of
banking agents, counterparties to cash and securities transactions, registrars or transfer agents; and (g) the
existence of market conditions which prevent the orderly execution of settlement of transactions or which
affect the value of assets. Different clearance and settlement procedures may prevent an account from making
intended security purchases, causing an account to miss attractive investment opportunities and possibly
resulting in either losses to or contract claims against an account. The securities markets of many of the
countries may also be smaller, less liquid, and subject to greater price volatility than in developed securities
markets.
The political stability of some of the countries in which the less developed bond and/or derivatives
markets operate could differ significantly from that of certain OECD countries. There may be, for example,
risk of nationalization, sequestration of assets, expropriation or confiscatory taxation, currency blockage or
repatriation, changes in government policies or regulations, political, religious or social instability or diplomatic
or political developments and changes. Any one or more of these factors could adversely affect the economies
and markets of such countries, which in turn could affect the value of investments in their respective markets.
In determining whether to invest in securities of foreign issuers, Loomis Sayles may consider the likely
effects of foreign taxes on the net yield available to the account. In determining whether to invest in securities
of foreign issuers, Loomis Sayles may consider the likely effects of foreign taxes on the net yield available to the
account. Compliance with foreign tax laws may reduce an account’s income available for distribution.
Foreign Currency Transactions
Many foreign securities in an account’s portfolio will be denominated in foreign currencies or traded
in securities markets in which settlements are made in foreign currencies. Any income on such securities is
generally paid to an account in foreign currencies. The value of these foreign currencies relative to the U.S.
dollar varies continually, causing changes in the dollar value of an account’s portfolio investments (even if the
local market price of the investments is unchanged) and changes in the dollar value of an account’s income
available for distribution. The effect of changes in the dollar value of a foreign currency on the dollar value of
an account’s assets and on the investment income available for distribution may be favorable or unfavorable.
To protect against a change in the foreign currency exchange rate between the date on which an
account contracts to purchase or sell a security and the settlement date for the purchase or sale, to gain
exposure to one or more foreign currencies or to “lock in” the equivalent of a dividend or interest payment in
another currency, an account might purchase or sell a foreign currency on a spot (i.e., cash) basis at the
prevailing spot rate or may enter into futures contracts on an exchange. If conditions warrant, an account may
also enter into contracts with banks or broker-dealers to purchase or sell foreign currencies at a future date
(“forward contracts”). An account will maintain cash or other liquid assets eligible for purchase by an account
either designated on an account’s records or held in a segregated account with the custodian in an amount at
least equal to the lesser of (i) the difference between the current value of an account’s liquid holdings that settle
in the relevant currency and an account’s outstanding obligations under currency forward contracts, or (ii) the
current amount, if any, that would be required to be paid to enter into an offsetting forward currency contract
which would have the effect of closing out the original forward contract. Forward contracts are subject to
many of the same risks as derivatives described in the section “Derivative Instruments.” Forward contracts may
give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of
the foreign currency concerned. In addition, the effect of changes in the dollar value of a foreign currency on
the dollar value of an account’s assets and on the investment income available for distribution may be favorable
or unfavorable. An account may incur costs in connection with conversions between various currencies, and an
A- 37
account will be subject to increased illiquidity and counterparty risk because forward contracts are not traded
on an exchange and often are not standardized.
An account may buy and write options on foreign currencies in a manner similar to that in which
futures or forward contracts on foreign currencies will be utilized. An account may use options on foreign
currencies to hedge against adverse changes in foreign currency conversion rates. For example, a decline in the
U.S. dollar value of a foreign currency in which portfolio securities are denominated will reduce the U.S. dollar
value of such securities, even if their value in the foreign currency remains constant. In order to protect against
such diminutions in the value of the portfolio securities, an account may buy put on the foreign currency. If the
value of the currency declines, an account will have the right to sell such currency for a fixed amount in U.S.
dollars, thereby offsetting, in whole or in part, the adverse effect on its portfolio.
Conversely, when a rise in the U.S. dollar value of a currency in which securities to be acquired are
denominated is projected, thereby increasing the cost of such securities, an account may buy call options on the
foreign currency. The purchase of such options could offset, at least partially, the effects of the adverse
movements in exchange rates. As in the case of other types of options, however, the benefit to an account
from purchases of foreign currency options will be reduced by the amount of the premium and related
transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent desired,
an account could sustain losses or lesser gains on transactions in foreign currency options that would require an
account to forego a portion or all of the benefits of advantageous changes in those rates.
An account may also write options on foreign currencies. For example, to hedge against a potential
decline in the U.S. dollar due to adverse fluctuations in exchange rates, an account could, instead of purchasing
a put option, write a call option on the relevant currency. If the decline expected by an account occurs, the
option will most likely not be exercised and the diminution in value of portfolio securities be offset at least in
part by the amount of the premium received. Similarly, instead of purchasing a call option to hedge against a
potential increase in the U.S. dollar cost of securities to be acquired, an account could write a put option on the
relevant currency which, if rates move in the manner projected by an account, will expire unexercised and allow
an account to hedge the increased cost up to the amount of the premium. If exchange rates do not move in the
expected direction, the option may be exercised and an account would be required to buy or sell the underlying
currency at a loss, which may not be fully offset by the amount of the premium. Through the writing of
options on foreign currencies, an account also may lose all or a portion of the benefits that might otherwise
have been obtained from favorable movements in exchange rates.
An account’s use of currency transactions may be limited by tax considerations. Loomis Sayles may
decide not to engage in currency transactions, and there is no assurance that any currency strategy used by an
account will succeed. In addition, suitable currency transactions may not be available in all circumstances and
there can be no assurance that an account will engage in these transactions when they would be beneficial. The
foreign currency transactions in which an account may engage involve risks similar to those described in the
section “Derivative Instruments.”
Transactions in non-U.S. currencies are also subject to many of the risks of investing in non-U.S.
securities described in the section “Foreign Securities.”
Money Market Instruments
An account may seek to minimize risk by investing in money market instruments, which are high-
quality, short-term securities. Although changes in interest rates can change the market value of a security,
Loomis Sayles expects those changes to be minimal with respect to these securities, which are often purchased
for defensive purposes. However, even though money market instruments are generally considered to be high-
quality and a low-risk investment, recently a number of issuers of money market and money market-type
instruments have experienced financial difficulties, leading in some cases to rating downgrades and decreases in
the value of their securities.
Money market obligations of foreign banks or of foreign branches or subsidiaries of U.S. banks may
be subject to different risks than obligations of domestic banks, such as foreign economic, political and legal
developments and the fact that different regulatory requirements apply. In addition, recently, many money
A- 38
market instruments previously thought to be highly liquid have become illiquid. If an account’s money market
instruments become illiquid, an account may be unable to satisfy certain of its obligations or may only be able
to do so by selling other securities at prices or times that may be disadvantageous to do so.
Derivative Instruments
Some accounts may use a number of derivative instruments for risk management purposes or as part
of their investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is
derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest
rates, currencies or currency exchange rates, commodities, related indexes and other assets. For additional
information about the use of derivatives in connection with foreign currency transactions, see the section
“Foreign Currency Transactions.” Loomis Sayles may decide not to employ any of these strategies and there is
no assurance that any derivatives strategy used by an account will succeed. In addition, suitable derivative
transactions may not be available in all circumstances and there can be no assurance that an account will engage
in these transactions to reduce exposure to other risks when that would be beneficial. Examples of derivative
instruments that an account may use include (but are not limited to) options and warrants, futures contracts,
options on futures contracts, structured notes, zero-strike warrants and options, swap agreements and debt-
linked and equity-linked securities.
Derivative instruments are specialized products that require investment techniques and risk analyses
different from those associated with stocks and bonds. These instruments typically allow an investor to hedge
or speculate upon the price movements of a particular security, financial benchmark or index at no cost or at a
fraction of the cost of investing in the underlying asset. The use of a derivative requires an understanding not
only of the underlying asset but also of the derivative itself, without the benefit of observing the performance
of the derivative under all possible market conditions. As the value of this type of instrument depends largely
upon price movements in the underlying asset, many of the risks applicable to trading the underlying asset are
also applicable to trading derivatives related to such asset.
Risks associated with using derivatives include the risk of mispricing or improper valuation of
derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indices. Many
derivatives, in particular privately negotiated derivatives, are complex and often valued subjectively. In
addition, improper valuations can result in increased cash payment requirements to counterparties or a loss of
value to the account. Certain derivatives have the potential for unlimited loss regardless of the size of the
original investment. Further, derivatives agreements often contain terms that provide counterparties with the
right to terminate transactions if, among other things, an account experiences certain decreases in net asset
value over periods of time (whether through redemptions or loss of value), fails to provide or update certain
required information or engages in transactions that are inconsistent with applicable rules. These early
termination rights could result in derivatives transactions being closed out earlier, or on less favorable terms,
than desired. Although Loomis Sayles will implement risk management techniques designed to limit potential
losses, such techniques may not accurately predict all derivatives trading risks.
Several types of derivative instruments in which an account may invest are described in more detail
below.
Leverage
An account may borrow money and may also be deemed to be exposed to leverage through its use of
derivative instruments, when measuring the exposure of each instrument on a notional basis. Many of the
derivatives utilized by an account have minimal cash or collateral requirements the use of which enables an
account to increase its investment exposure to fixed income instruments and securities significantly beyond the
net asset value of an account. Leverage can significantly increase the risk profile of an account and can lead to
significant losses.
Leverage involves investment exposure to positions in excess of the amount actually invested.
Because the use of leverage effectively compounds investment exposure, it can improve the return on invested
capital if the leveraged investments increase in value. However, leverage may involve costs to an account and,
A- 39
through the compounding effect, will proportionally enhance the adverse impact to an account if leveraged
investments decrease in value.
There can be no assurance that an account will be able to continue any lending arrangement on the
same or other favorable terms, or that it will always be able to enter into or renew a lending arrangement.
Increased borrowing costs, a decision by a lender not to renew an account’s lending arrangement, or an
account’s inability to find a replacement lender could result in an account having to sell loans or securities at a
loss in value.
Futures Contracts
Futures transactions involve an account’s buying or selling futures contracts. A futures contract is an
agreement between two parties to buy and sell a particular security, commodity, currency or other asset, or
group or index of securities, commodities, currencies or other assets, for a specified price on a specified future
date. A futures contract creates an obligation by the seller to deliver and the buyer to take delivery of the type
of instrument or cash (depending on whether the contract calls for physical delivery or cash settlement) at the
time and in the amount specified in the contract. In the case of futures on an index, the seller and buyer agree
to settle in cash, at a future date, based on the difference in value of the contract between the date it is opened
and the settlement date. The value of each contract is equal to the value of the index from time to time
multiplied by a specified dollar amount. For example, S&P 500® Index futures may trade in contracts with a
value equal to $250 multiplied by the S&P 500® Index.
When a trader, such as an account, enters into a futures contract, it is required to deposit with (or for
the benefit of) its broker as “initial margin” an amount of cash or liquid securities equal to approximately 2% to
5% of the delivery or settlement price of the contract (depending on applicable exchange rules). Initial margin
is held to secure the performance of the holder of the futures contract. As the value of the contract changes,
the value of futures contract positions increases or declines. At the end of each trading day, the amount of such
increase and decline is received and paid respectively by and to the holders of these positions. The amount
received or paid is known as “variation margin.” If an account has a long position in a futures contract it will
designate on an account’s records or establish a segregated account with an account’s custodian liquid assets
eligible for purchase by an account equal to its daily marked to market net obligation under the contract (less
any margin on deposit). For short positions in futures contracts, an account will designate on an account’s
records or establish a segregated account with the custodian with liquid assets eligible for purchase by an
account that, when added to the amounts deposited as margin, equal its daily marked to market net obligation
under the futures contracts. Gain or loss on a futures position is equal to the net variation margin received or
paid over the time the position is held, plus or minus the amount received or paid when the position is closed,
minus brokerage commissions.
Although many futures contracts call for the delivery (or acceptance) of the specified instrument,
futures are usually closed out before the settlement date through the purchase (or sale) of a comparable
contract. If the price of the sale of the futures contract by an account is less than the price of the offsetting
purchase, an account will realize a loss. A futures sale is closed by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument or commodity and with the same delivery date.
Similarly, the closing out of a futures purchase is closed by the purchaser selling an offsetting futures contract.
Futures contract prices, and the prices of the related contracts in which an account may trade, are
highly volatile. Such prices are influenced by, among other things: changing supply and demand relationships;
government trade, fiscal, monetary and exchange control programs and policies; national and international
political and economic events; and changes in interest rates. In addition, governments from time to time
intervene, directly and by regulation, in these markets, with the specific intention of influencing such prices.
The effect of such intervention is often heightened by a group of governments acting in concert.
Furthermore, the low margin deposits normally required in futures trading permit an extremely high
degree of leverage. Accordingly, a relatively small price movement in a futures contract can result in immediate
and substantial loss to the investor. As an added risk in these volatile and highly leveraged markets, it is not
always possible to liquidate futures positions to prevent further losses or recognize unrealized gains. Illiquidity
can arise due to daily price limits taking effect or to market disruptions. Futures positions may be illiquid
A- 40
because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by
regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a
single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular
futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can
neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices
have occasionally moved beyond the daily limits for several consecutive days with little or no trading. The
inability to liquidate futures positions creates the possibility of an account being unable to control its losses. If
the account were to borrow money to use for trading purposes, the effects of such leverage would be
magnified. The rights of any lenders to an account to receive payments of interest or repayments of principal
will be senior to those of the investors and the terms of any loan agreements may contain provisions that limit
certain activities of an account. The account may also be unable to utilize all cash available to it if certain
margin requirements cannot be netted across exchanges, or alternatively if financing is unavailable. Physical
delivery of commodities can result in temporary illiquidity and the account may incur additional charges
associated with the holding and safekeeping of any such commodities.
Models and Data
Certain strategies described use quantitative models, information and data, and may rely in part on third parties
(the “Models and Data”). Models and Data are used to construct sets of transactions and investments, to
provide risk management insights and to assist in hedging. If Models and Data are incorrect, incomplete or
unanticipated, decisions made in reliance on them expose the strategy to potential risks. Models and Data may
be predictive in nature, and have inherent risks. They may incorrectly forecast future behavior, leading to
potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain scenarios,
such as market disruptions, the models may produce unexpected results, which can result in losses.
All models rely on correct market data inputs. Because predictive models are usually constructed based on data
supplied by third parties, the success of relying on such models may depend heavily on the accuracy and
reliability of the supplied data. If incorrect or unanticipated market data is entered into even a well-founded
model, the resulting information will be incorrect. Conversely, even if market data is input correctly, model
prices may differ substantially from market prices, particularly for securities with complex characteristics, such
as derivatives.
The strategies are unlikely to be successful unless the assumptions underlying the models are realistic and either
remain realistic and relevant in the future or are adjusted to account for changes in the overall market
environment. If such assumptions are inaccurate or become inaccurate and are not promptly adjusted, it is
likely that profitable trading signals will not be generated.
Options
Options transactions may involve an account’s buying or writing (selling) options on securities,
futures contracts, securities indices (including futures on securities indices) or currencies. An account may
engage in these transactions either to enhance investment return or to hedge against changes in the value of
other assets that it owns or intends to acquire. Options can generally be classified as either “call” or “put”
options. There are two parties to a typical options transaction: the “writer” and the “buyer.” A call option gives
the buyer the right to buy a security or other asset (such as an amount of currency or a futures contract) from,
and a put option gives the buyer the right to sell a security or other asset to, the option writer at a specified
price, on or before a specified date. The buyer of an option pays a premium when purchasing the option, which
reduces the return on the underlying security or other asset if the option is exercised, and results in a loss if the
option expires unexercised. The writer of an option receives a premium from writing an option, which may
increase its return if the option expires or is closed out at a profit. An “American-style” option allows exercise
of the option at any time during the term of the option. A “European-style” option allows an option to be
exercised only at a specific time or times, such as the end of its term. Options may be traded on or off an
established securities or options exchange.
If the holder of an option wishes to terminate its position, it may seek to effect a closing sale
transaction by selling an option identical to the option previously purchased. The effect of the purchase is that
the previous option position will be canceled. An account will realize a profit from closing out an option if the
A- 41
price received for selling the offsetting position is more than the premium paid to purchase the option; an
account will realize a loss from closing out an option transaction if the price received for selling the offsetting
option is less than the premium paid to purchase the option. Since premiums on options having an exercise
price close to the value of the underlying securities or futures contracts usually have a time value component
(i.e., a value that diminishes as the time within which the option can be exercised grows shorter), the value of an
options contract may change as a result of the lapse of time even though the value of the futures contract or
security underlying the option (and of the security or other asset deliverable under the futures contract) has not
changed.
Options on Indices
Put and call options on indices are similar to puts and calls on securities or futures contracts except
that all settlements are in cash and gain or loss depends on changes in the index in question rather than on
price movements in individual securities or futures contracts. When an account writes a call on an index, it
receives a premium and agrees that, prior to the expiration date, the purchaser of the call, upon exercise of the
call, will receive from an account an amount of cash if the closing level of the index upon which the call is
based is greater than the exercise price of the call. The amount of cash is equal to the difference between the
closing price of the index and the exercise price of the call times a specified multiple (“multiplier”), which
determines the total dollar value for each point of such difference. When an account buys a call on an index, it
pays a premium and has the same rights as to such call as are indicated above. When an account buys a put on
an index, it pays a premium and has the right, prior to the expiration date, to require the seller of the put, upon
an account’s exercise of the put, to deliver to an account an amount of cash equal to the difference between the
exercise price of the option and the value of the index, times a multiplier, similar to that described above for
calls. When an account writes a put on an index, it receives a premium and the purchaser of the put has the
right, prior to the expiration date, to require an account to deliver to it an amount of cash equal to the
difference between the closing level of the index and exercise price times the multiplier if the closing level is
less than the exercise price.
Exchange-Traded and Over-the-Counter Options
Some accounts may purchase or write both exchange-traded and OTC options. OTC options differ
from exchange-traded options in that they are two-party contracts, with price and other terms negotiated
between buyer and seller, and generally do not have as much market liquidity as exchange-traded options.
An exchange-traded option may be closed out only on an exchange that generally provides a liquid
secondary market for an option of the same series. If a liquid secondary market for an exchange-traded option
does not exist, it might not be possible to affect a closing transaction with respect to a particular option, with
the result that an account would have to exercise the option in order to consummate the transaction. Reasons
for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient
trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or
closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; (iv) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing
Corporation or other clearing organization may not at all times be adequate to handle current trading volume;
or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future
date to discontinue the trading of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of options) would cease to exist, although
outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of
trades on that exchange would continue to be exercisable in accordance with their terms.
An OTC option (an option not traded on an established exchange) may be closed out only by
agreement with the other party to the original option transaction. With OTC options, an account is at risk that
the other party to the transaction will default on its obligations or will not permit an account to terminate the
transaction before its scheduled maturity. While an account will seek to enter into OTC options only with
dealers who agree to or are expected to be capable of entering into closing transactions with an account, there
can be no assurance that an account will be able to liquidate an OTC option at a favorable price at any time
A- 42
prior to its expiration. OTC options are not subject to the protections afforded purchasers of listed options by
the Options Clearing Corporation or other clearing organizations.
Index Warrants
Put warrants’ and call warrants’ values vary depending on the change in the value of one or more
specified securities indices (“index warrants”). Index warrants are generally issued by banks or other financial
institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of
the warrant a cash payment from the issuer based on the value of the underlying index at the time of exercise.
In general, if the value of the underlying index rises above the exercise price of the index warrant, the holder of
a call warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference
between the value of the index and the exercise price of the warrant; if the value of the underlying index falls,
the holder of a put warrant will be entitled to receive a cash payment from the issuer upon exercise based on
the difference between the exercise price of the warrant and the value of the index. The holder of a warrant
would not be entitled to any payments from the issuer at a time when, in the case of a call warrant, the exercise
price is more than the value of the underlying index, or in the case of a put warrant, the exercise price is less
than the value of the underlying index. If an account were not to exercise an index warrant prior to its
expiration, then an account would lose the amount of the purchase price paid by it for the warrant. An account
will normally use index warrants in a manner similar to its use of options on securities indices.
Forward Contracts
Forward contracts are transactions involving an account’s obligation to purchase or sell a specific
currency or other asset at a future date at a specified price. For example, forward contracts may be used when
Loomis Sayles anticipates that particular foreign currencies will appreciate or depreciate in value or to take
advantage of the expected relationships between various currencies, regardless of whether securities
denominated in such currencies are held in an account’s investment portfolio. Forward contracts may also be
used by an account for hedging purposes to protect against uncertainty in the level of future foreign currency
exchange rates, such as when an account anticipates purchasing or selling a foreign security. This technique
would allow an account to “lock in” the U.S. dollar price of the investment. Forward contracts also may be
used to attempt to protect the value of an account’s existing holdings of foreign securities. There may be,
however, imperfect correlation between an account’s foreign securities holdings and the forward contracts
entered into with respect to such holdings. The cost to an account of engaging in forward contracts varies with
factors such as the currency involved, the length of the contract period and the market conditions then
prevailing.
Other Derivatives; Future Developments
The above discussion relates to an account’s proposed use of certain types of derivatives currently
available. However, an account may not be limited to the transactions described above. In addition, the relevant
markets and related regulations are constantly changing and, in the future, an account may use derivatives not
currently available or widely in use.
Certain Additional Risks of Derivative Instruments
The use of derivative instruments, including, but not limited to, the futures contracts, options and
warrants, forward currency contracts and swap transactions described above, involves risks in addition to those
described above. One risk arises because of the imperfect correlation between movements in the price of
derivatives contracts and movements in the price of the securities, indices or other assets serving as reference
instruments for the derivative. An account’s derivative strategies will not be fully effective unless an account
can compensate for such imperfect correlation. There is no assurance that an account will be able to effect such
compensation. For example, the correlation between the price movement of the derivatives contract and the
hedged security may be distorted due to differences in the nature of the relevant markets. If the price of the
futures contract moves more than the price of the hedged security, an account would experience either a loss
or a gain on the derivative that is not completely offset by movements in the price of the hedged securities. For
example, in an attempt to compensate for imperfect price movement correlations, an account may purchase or
sell futures contracts in a greater dollar amount than the hedged securities if the price movement volatility of
A- 43
the hedged securities is historically greater than the volatility of the futures contract. The use of derivatives for
other than hedging purposes may be considered a speculative activity, and involves greater risks than are
involved in hedging.
The price of index futures may not correlate perfectly with movement in the relevant index due to
certain market distortions. One such distortion stems from the fact that all participants in the futures market
are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting transactions, which could distort the
normal relationship between the index and futures markets. Another market distortion results from the deposit
requirements in the futures market being less onerous than margin requirements in the securities market, and as
a result the futures market may attract more speculators than does the securities market. A third distortion is
caused by the fact that trading hours for stock index futures may not correspond perfectly to hours of trading
on the exchange to which a particular stock index futures contract relates. This may result in a disparity
between the price of index futures and the value of the relevant index due to the lack of continuous arbitrage
between the index futures price and the value of the underlying index. Finally, hedging transactions using stock
indices involve the risk that movements in the price of the index may not correlate with price movements of
the particular portfolio securities being hedged.
Price movement correlation in derivative transactions also may be distorted by the illiquidity of the
futures and options markets and the participation of speculators in such markets. If an insufficient number of
contracts are traded, commercial users may not deal in futures contracts or options because they do not want
to assume the risk that they may not be able to close out their positions within a reasonable amount of time. In
such instances, futures and options market prices may be driven by different forces than those driving the
market in the underlying securities, and price spreads between these markets may widen. The participation of
speculators in the market enhances its liquidity. Nonetheless, the presence of speculators may create temporary
price distortions unrelated to the market in the underlying securities.
Positions in futures contracts and options on futures contracts may be established or closed out only
on an exchange or board of trade. There is no assurance that a liquid market on an exchange or board of trade
will exist for any particular contract or at any particular time. The liquidity of markets in futures contracts and
options on futures contracts may be adversely affected by “daily price fluctuation limits” established by
commodity exchanges which limit the amount of fluctuation in a futures or options price during a single
trading day. Once the daily limit has been reached in a contract, no trades may be entered into at a price
beyond the limit, which may prevent the liquidation of open futures or options positions. Prices have in the
past exceeded the daily limit on a number of consecutive trading days. If there is not a liquid market at a
particular time, it may not be possible to close a futures or options position at such time, and, in the event of
adverse price movements, an account would continue to be required to make daily cash payments of variation
margin. However, if futures or options are used to hedge portfolio securities, an increase in the price of the
securities, if any, may partially or completely offset losses on the futures contract.
The value of an account’s derivative instruments may fluctuate based on a variety of market and
economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities
or derivatives held in an account’s portfolio. All transactions in derivatives involve the possible risk of loss to
an account of all or a significant part of the value of its investment. In some cases, the risk of loss may exceed
the amount of an account’s investment. For example, when an account writes a call option or sells a futures
contract without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited.
An account will be required, however, to segregate or designate on its records liquid assets in amounts
sufficient at all times to satisfy its net obligations under options and futures contracts.
The risks of an account’s use of index warrants are generally similar to those relating to its use of
index options. Unlike most index options, however, index warrants are issued in limited amounts and are not
obligations of a regulated clearing agency, but are backed only by the credit of the bank or other institution
which issues the warrant. Also, index warrants generally have longer terms than index options. Although an
account will normally invest only in exchange-listed warrants, index warrants are not likely to be as liquid as
certain index options backed by a recognized clearing agency. In addition, the terms of index warrants may
limit an account’s ability to exercise the warrants at such time, or in such quantities, as an account would
otherwise wish to do.
A- 44
The successful use of derivatives will usually depend on Loomis Sayles’s ability to forecast securities
market, currency or other financial market movements correctly. For example, an account’s ability to hedge
against adverse changes in the value of securities held in its portfolio through options and futures also depends
on the degree of correlation between changes in the value of futures or options positions and changes in the
values of the portfolio securities. The successful use of certain other derivatives also depends on the availability
of a liquid secondary market to enable an account to close its positions on a timely basis. There can be no
assurance that such a market will exist at any particular time.
The derivatives markets of foreign countries are small compared to those of the United States and
consequently are characterized in most cases by less liquidity than U.S. markets. In addition, foreign markets
may be subject to less detailed reporting requirements and regulatory controls than U.S. markets. Furthermore,
investments in derivatives markets outside of the United States are subject to many of the same risks as other
foreign investments.
Repurchase Agreements
An account may enter into repurchase agreements, by which an account purchases a security and
obtains a simultaneous commitment from the seller to repurchase the security at an agreed-upon price and
date. The resale price is in excess of the purchase price and reflects an agreed-upon market interest rate
unrelated to the coupon rate on the purchased security. Repurchase agreements are economically similar to
collateralized loans by an account. Such transactions afford an account the opportunity to earn a return on
temporarily available cash at what is considered to be comparatively low market risk. An account may invest in
a repurchase agreement that does not produce a positive return to an account if Loomis Sayles believes it is
appropriate to do so under the circumstances (for example, to help protect an account’s uninvested cash
against the risk of loss during periods of market turmoil). While the underlying security may be a bill, certificate
of indebtedness, note or bond issued by an agency, authority or instrumentality of the U.S. government, the
obligation of the seller is not guaranteed by the U.S. government and there is a risk that the seller may fail to
repurchase the underlying security. In such event, an account would attempt to exercise rights with respect to
the underlying security, including possible disposition in the market. However, an account may be subject to
various delays and risks of loss, including (i) possible declines in the value of the underlying security during the
period while an account seeks to enforce its rights thereto, (ii) possible reduced levels of income and lack of
access to income during this period and (iii) inability to enforce rights and the expenses involved in the
attempted enforcement, for example, against a counterparty undergoing financial distress.
When-Issued Securities
“When-issued” securities are traded on a price basis prior to actual issuance. Such purchases will only
be made to achieve an account’s investment objective and not for leverage. The when-issued trading period
generally lasts from a few days to months, or a year or more; during this period dividends on equity securities
are not payable. No dividend income accrues to an account prior to the time it takes delivery. A frequent form
of when-issued trading occurs when corporate securities to be created by a merger of companies are traded
prior to the actual consummation of the merger. When-issued securities may involve a risk of loss if the value
of the securities falls below the price committed to prior to actual issuance. An account will either designate on
its records or cause its custodian to establish a segregated account for an account when it purchases securities
on a when-issued basis consisting of cash or liquid securities equal to the amount of the when-issued
commitments. Securities transactions involving delayed deliveries or forward commitments are frequently
characterized as when-issued transactions.
Initial Public Offerings
Some accounts may purchase securities of companies that are offered pursuant to an initial public
offering (“IPO”). An IPO is a company’s first offering of securities to the public in the primary market,
typically to raise additional capital. An account may purchase a “hot” IPO (also known as a “hot issue”), which
is an IPO that is oversubscribed and, as a result, is an investment opportunity of limited availability. As a
consequence, the price at which these IPO shares open in the secondary market may be significantly higher
than the original IPO price. IPO securities tend to involve greater risk due, in part, to public perception and
A- 45
the lack of publicly available information and trading history. There is the possibility of losses resulting from
the difference between the issue price and potential diminished value of the stock once traded in the secondary
market. An account’s investment in IPO securities may have a significant impact on an account’s performance
and may result in significant capital gains.
Private Placements
Some accounts may invest in securities that are purchased in private placements and, accordingly, are
subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be
relatively few potential purchasers for these securities, especially under adverse market or economic conditions
or in the event of adverse changes in the financial condition of the issuer, an account could find it more
difficult or impossible to sell the securities when Loomis Sayles believes that it is advisable to do so, or may be
able to sell the securities only at prices lower than if the securities were more widely held. At times, it also may
be more difficult to determine the fair value of the securities for purposes of computing an account’s value.
While private placements may offer opportunities for investment that are not otherwise available on
the open market, the securities so purchased are often “restricted securities,” which are securities that cannot
be sold to the public without registration under the Securities Act, the availability of an exemption from
registration (such as Rule 144 or Rule 144A under the Securities Act) or that are not readily marketable because
they are subject to other legal or contractual delays or restrictions on resale.
The absence of a trading market can make it difficult to ascertain a market value for illiquid
investments such as private placements. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for an account to sell the illiquid securities
promptly at an acceptable price. An account may have to bear the extra expense of registering the securities for
resale and the risk of substantial delay in effecting the registration. In addition, market quotations are typically
less readily available for these securities. The judgment of an account’s adviser may at times play a greater role
in valuing these securities than in the case of unrestricted securities.
Generally, restricted securities may be sold only to qualified institutional buyers in a privately
negotiated transaction to a limited number of purchasers in limited quantities after they have been held for a
specified period of time and other conditions are met pursuant to an exemption from registration, or in a
public offering for which a registration statement is in effect under the Securities Act. An account may be
deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public.
As such, an account may be liable to purchasers of the securities if the registration statement prepared by the
issuer, or the prospectus forming a part of the registration statement, is materially inaccurate or misleading.
Privatizations
In a number of countries around the world, governments have undertaken to sell to investors
interests in enterprises that the government has historically owned or controlled. These transactions are known
as “privatizations” and may in some cases represent opportunities for significant capital appreciation. In some
cases, the ability of U.S. investors to participate in privatizations may be limited by local law, and the terms of
participation for U.S. investors may be less advantageous than those for local investors. Also, there is no
assurance that privatized enterprises will be successful, or that an investment in such an enterprise will retain its
value or appreciate in value.
Short Sales
An account may utilize short positions in an attempt to increase an account’s return and/or for
hedging purposes. In a short sale, an account sells a security it has borrowed, with the expectation that the
security will decline in value. An account’s potential loss is limited only by the maximum attainable price of the
security less the price at which the security was sold. Short selling is considered leverage and may involve
substantial risk. Loomis Sayles may employ a variety of financial instruments, such as futures, options, forward
contracts, swaps and other derivatives, as an alternative to selling securities short. Selling securities short runs
the risk of losing an amount greater than the initial investment therein.
A- 46
Purchasing securities to close out the short position can itself cause the price of the securities to rise
further, thereby exacerbating the loss. Short-selling exposes an account to unlimited risk with respect to that
security due to the lack of an upper limit on the price to which an instrument can rise.
Due to the nature of certain account strategies, an account may be subject to the risk that, for some
period of time, an account’s short positions may go up while the long positions decline (a “convergent
impact”). The occurrence of a convergent impact would aggravate any losses an account may sustain.
Commodities and Commodity-Linked Instruments.
An account may invest in commodities, which are assets that have tangible properties such as oil,
metal and agricultural products. The value of commodities may be affected by several economic and other
variables, such as drought, floods, weather, disease, embargoes, tariffs, and international economic, political or
regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked
instruments, than on traditional securities. Certain commodities are also subject to limited pricing flexibility
because of supply and demand factors. Others are subject to broad price fluctuations as a result of the price
volatility for certain raw materials and the instability of supplies. Commodities and commodity-linked
instruments are also impacted by the costs of physical storage and insurance. In addition, the presence of
commodity hedgers and speculators can impact commodity prices.
An account may gain exposure to the commodity markets through investments in leveraged or
unleveraged commodity index-linked notes, which are derivative debt instruments with principal and/or
coupon payments linked to the performance of commodity indices. The Fund may also invest in commodity-
linked notes with principal and/or coupon payments linked to the value of commodities or commodity futures
contracts. The value of these notes will rise or fall in response to changes in the underlying commodity or
related index of investment. These notes expose the account economically to movements in commodity prices.
These notes are also subject to risks, such as credit, market and interest rate risks, that in general affect the
values of debt securities. In addition, these notes are often leveraged, increasing the volatility of each note’s
market value relative to changes in the underlying commodity, commodity futures contract or commodity
index. Therefore, at the maturity of the note, the account may receive more or less principal than it originally
invested. An account might receive interest payments on the note that are more or less than the stated coupon
interest payments.
An account may also invest in other commodity-linked derivative instruments, including swap
agreements, commodity options, futures and options on futures. The value of a commodity-linked derivative
instrument generally is based upon the price movements of a physical commodity, a commodity futures
contract or commodity index, or other economic variable based upon changes in the value of commodities or
the commodities markets.
A- 47