TISDZ Treasure Island (CE)

I. PROPOSAL 1: ELECTION OF TRUSTEES

Background.

The purpose of this proposal is to elect four nominees to the Board of Trustees of each Trust (together the “Board”). Pursuant to the provisions of each Trust’s current Declaration of Trust, the Trustees have determined that the number of Trustees of each Trust shall be fixed at thirteen. It is intended that the persons named as proxies will vote in favor of the election of all of the four nominees listed below, unless such authority has been withheld. Should the nominees be elected, each nominee’s term of office will be until his successor is elected and qualified, or until he sooner dies, retires, is removed or becomes disqualified. If a nominee should be unavailable for election at the time of the Meeting (which is not presently anticipated), the persons named as proxies may vote for other persons in their discretion, or the Trustees may vote to fix the number of Trustees at fewer than thirteen or to leave a vacancy in the Board. The required vote is discussed below in “Other Information—Required Vote.”

All of the persons named below as nominees currently serve as Trustees of the Trusts and have served in that capacity continuously since originally elected or appointed (except for Mr. Baker, as described in the “Information About the Trustees” table below). Messrs. Robert J. Blanding, Daniel M. Cain and John T. Hailer, and Mses. Sandra O. Moose and Cynthia L. Walker were elected as Trustees by shareholders of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Funds I and Loomis Sayles Funds II at a special meeting held on June 2, 2005, by shareholders of Hansberger International Series at a special meeting held on September 12, 2007 and by the sole shareholder of Gateway Trust on October 12, 2007. Messrs. Kenneth A. Drucker, Wendell J. Knox, Erik R. Sirri and Peter J. Smail were elected as Trustees by shareholders of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series at a special meeting held on May 27, 2010. Those Trustees listed under “Interested Trustees” are “interested persons,” as defined in the Investment Company Act of 1940 (the “1940 Act”), of the Trusts by virtue of their affiliation with NGAM Advisors, Loomis, Sayles & Company, L.P. (“Loomis Sayles”) or the Trusts’ principal underwriter, NGAM Distribution, L.P. (“NGAM Distribution”). Mr. Cain is listed as an Independent Trustee, but is considered to be an interested Trustee of Natixis Funds Trust II (but not of any other Trust) by virtue of his affiliation with a broker-dealer which has executed portfolio transactions for institutional accounts managed by a sub-adviser to one of the Funds. The Trustees who are candidates for election, who have not previously been elected by shareholders, are Messrs. Charles D. Baker, Edmond J. English, David L. Giunta and Martin T. Meehan (the “Nominees”). The Nominees were recommended by the Independent Trustees.

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Section 16 of the 1940 Act provides that vacancies on the Boards of Trustees may be filled only by a meeting of shareholders duly called for that purpose, unless at least two-thirds of the Trustees holding office immediately after the appointment were elected by the shareholders of the Trust. Because each of the Nominees was appointed by the Trustees rather than elected by shareholders, the operation of this provision could potentially restrict the ability of the Trustees to appoint new Trustees in the future unless the Nominees are elected by shareholders.

Each Fund is a series of one of the Trusts. Natixis Funds Trust I consists of seven separate series. Natixis Funds Trust II consists of twelve series. Natixis Funds Trust IV consists of one series and Gateway Trust consists of two series. Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV and Gateway Trust are sometimes referred to as the “Natixis Funds Trusts.” Loomis Sayles Funds I and Loomis Sayles Funds II each consist of ten separate series. Loomis Sayles Funds I and Loomis Sayles Funds II are sometimes referred to as the “Loomis Sayles Funds Trusts.” Hansberger International Series consists of two separate series.

Information About the Trustees.

The Board of Trustees of the Trusts (the “Board”) believes that the Nominees are qualified to continue to serve on the Board and that it is appropriate to nominate them for election by shareholders for the following reasons:

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The following table provides information about the Trustees, including the Nominees, including information about their principal occupations during the past five years, information about other directorships held at public companies or investment companies, and a summary of the experience, qualifications, attributes or skills that led to the conclusion that the Trustee should serve as such. For the purposes of this table and this Proxy Statement, the term “Independent Trustee” means those Trustees who are not “interested persons,” as defined in the 1940 Act, of the relevant Trust, and the term “Interested Trustee” means those Trustees who are “interested persons” of the relevant Trust. In certain circumstances, Trustees are also required to have no direct or indirect financial interest in the approval of a matter being voted on in order to be considered “independent” for the purposes of the requisite approval. Unless otherwise indicated, the address of all persons below is 399 Boylston Street, Boston, MA 02116. As noted above, Mr. Cain is listed as an Independent Trustee but is considered to be an “interested person” of Natixis Funds Trust II.

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Each Trustee serves until retirement, resignation or removal from the Board of Trustees. If a vacancy exists for any reason, the remaining Trustees may fill such vacancy by appointing another Trustee so long as, immediately after such appointment, at least two-thirds of the Trustees have been elected by shareholders. If, at any time, less than a majority of the Trustees holding office have been elected by the shareholders, the Trustees then in office will promptly call a shareholders’ meeting for the purpose of electing Trustees. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees unless, as in the current situation, the Trustees believe it would be appropriate to hold such a meeting.

The Board of Trustees of the Trusts is currently composed of three Interested and ten Independent Trustees (except in the case of the Board of Trustees of Natixis Funds Trust II, which is composed of four Interested and nine Independent Trustees). The total number of meetings of the Board of Trustees for each Trust’s last fiscal year is listed in the following table. For each Trust, all the current Trustees who served on the Board during the entirety of each Trust’s last fiscal year (except John T. Hailer) attended at least 75% of the Board and relevant committee meetings held during each Trust’s last fiscal year.

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Leadership and Structure of the Board.

The Board is led by the Chairperson of the Board, who is an Independent Trustee. The Board currently consists of thirteen Trustees, ten of whom are Independent Trustees (except in the case of the Board of Trustees of Natixis Funds Trust II, nine of whom are Independent Trustees). The Trustees have delegated significant oversight authority to the two standing committees of each Trust, the Audit Committee and the Contract Review and Governance Committee. These committees meet separately and, at times, jointly, with the joint meetings intended to educate and involve all Independent Trustees in significant committee-level topics. As well as handling matters directly, the committees raise matters to the Board for consideration. In addition to the oversight performed by the committees and the Board, the Chairperson of the Board and the chairpersons of each committee interact frequently with management regarding topics to be considered at Board and committee meetings as well as items arising between meetings. At least once a year the Board reviews its governance structure. The Board of Trustees believes its leadership structure is appropriate and effective in that it allows for oversight at the committee or Board level, as the case may be, while facilitating communications among the Trustees and between the Board and Fund management.

Standing Board Committees.

The Contract Review and Governance Committee of the Trusts consists solely of Trustees who are not employees, officers or directors of NGAM Advisors, NGAM Distribution or their affiliates and considers matters relating to advisory, subadvisory and distribution arrangements, potential conflicts of interest between Fund advisers and each Trust, and governance matters relating to the Trusts. The Contract Review and Governance Committee also makes recommendations for

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Independent Trustee membership to each Board when necessary and considers recommendations from shareholders of the Funds.

The total number of meetings of the Contract Review and Governance Committee for each Trust’s last fiscal year is listed in the following table:

The Audit Committee of the Trusts consists solely of Independent Trustees and considers matters relating to the scope and results of the Trusts’ audits and serves as a forum in which the independent registered public accounting firm can raise any issues or problems identified in an audit with the Board of Trustees. This Committee also reviews and monitors compliance with the Funds’ stated investment objectives and policies, and Securities and Exchange Commission (“SEC”) regulations as well as operational issues relating to the transfer agent, administrator, sub-administrator and custodian. In addition, the Audit Committee implements procedures for receipt, retention and treatment of complaints received by the Funds regarding their accounting and internal accounting controls and the confidential, anonymous submission by officers of the Funds or employees of certain service providers of concerns related to such matters.

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The total number of meetings of the Audit Committee for each Trust’s last fiscal year is listed in the following table:

The current membership of each committee is as follows:

As chairperson of the Board of Trustees, Ms. Moose is an ex officio member of both Committees.

Board’s Role in Risk Oversight of the Funds

The Board’s role is one of oversight of the practices and processes of the Funds and their service providers, rather than active management of the Trusts, including in matters relating to risk management. The Board seeks to understand the key risks facing the Funds, including those involving conflicts of interest; how Fund management identifies and monitors these risks on an ongoing basis; how Fund management develops and implements controls to mitigate these risks; and how Fund management tests the effectiveness of those controls.

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Periodically, Fund officers provide the full Board with an overview of the enterprise risk assessment program in place at NGAM Advisors and NGAM Distribution which serve as the administrator of and principal underwriter to the Funds, respectively. Fund officers on a quarterly and annual basis also provide the Board (or one of its standing committees) with written and oral reports on regulatory and compliance matters, operational and service provider matters, organizational developments, product proposals, Fund and internal audit results, and insurance and fidelity bond coverage, along with a discussion of the risks and controls associated with these matters, and periodically make presentations to management on risk issues and industry best practices. Fund service providers, including advisers, subadvisers, transfer agents and the custodian, periodically provide Fund management and/or the Board with information about their risk assessment programs and/or the risks arising out of their activities. The scope and frequency of these reports vary. Fund officers also communicate with the Trustees between meetings regarding material exceptions and other items germane to the Board’s risk oversight function.

Pursuant to Rule 38a-1 under the 1940 Act, the Board has appointed a Chief Compliance Officer (“CCO”) who is responsible for administering the Funds’ compliance program, including monitoring and enforcing compliance by the Funds and their service providers with the federal securities laws. The CCO has an active role in daily Fund operations and maintains a working relationship with all relevant advisory, compliance, operations and administration personnel for the Funds’ service providers. On at least a quarterly basis, the CCO reports to the Independent Trustees on significant compliance program developments, including material compliance matters, and on an annual basis, the CCO provides the full Board with a written report that summarizes his review and assessment of the adequacy of the compliance programs of the Funds and their service providers. The CCO also periodically communicates with the Audit Committee members between its scheduled meetings.

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