N
OTES
TO
F
INANCIAL
S
TATEMENTS
December 31, 2012
1. Organization.
Hansberger International Series
(the Trust), is organized as a Massachusetts business trust. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act) as an open-end management investment company. The Declaration of Trust
permits the Board of Trustees to authorize the issuance of an unlimited number of shares of the Trust in multiple series. The following funds (each individually referred to as a Fund and collectively as the Funds) are
included in this report.
International Value Fund
International Growth Fund
Each Fund is a diversified investment company.
Each Fund offers Institutional Class and Advisor Class shares.
Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed to a fund are generally apportioned based on the relative net assets of each of the funds in
the Trust. Expenses of a Fund are borne
pro rata
by the holders of each class of shares, except that each class bears expenses unique to that class (including transfer agent fees). Shares of each class would receive their
pro rata
share of the net assets of a Fund if the Fund were liquidated. The Trustees approve separate distributions from net investment income on each class of shares.
2.
Significant Accounting Policies.
The following is a summary of significant accounting policies consistently followed by each Fund in the preparation of its financial
statements. The Funds financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates that affect the reported amounts and disclosures
in the financial statements. Actual results could differ from those estimates. Management has evaluated the events and transactions subsequent to year-end through the date the financial statements were issued and has determined that there were no
material events that would require disclosure in the Funds financial statements.
a. Valuation.
Equity
securities, including shares of closed-end investment companies and exchange-traded funds, for which market quotations are readily available are valued at market value, as reported by independent pricing services recommended by the investment
adviser and approved by the Board of Trustees. Such independent pricing services generally use the securitys last sale price on the exchange or market where the security is primarily traded or, if there is no reported sale during the day, the
closing bid price. Securities traded on the NASDAQ Global Select Market, NASDAQ Global Market and NASDAQ Capital Market are valued at the NASDAQ Official Closing Price (NOCP), or if lacking a NOCP, at the most recent bid quotation on the
applicable NASDAQ Market. Debt securities (other than short-term obligations purchased with an original or remaining maturity of sixty days or less) and unlisted equity securities are generally valued on the basis of evaluated bids furnished to the
Fund by an independent pricing service recommended by the investment adviser and approved by the Board of Trustees, which service determines valuations for normal, institutional-size trading units of such securities using market information,
transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders. Broker-dealer bid quotations may also be used to value debt and equity securities where an independent
pricing service is unable to price a security or where an independent pricing service does not provide a reliable price for the security. Forward foreign currency contracts are valued utilizing interpolated prices determined from information
provided by an independent pricing service. Investments in other open-end investment companies are valued at their net asset value each day. Short-term obligations purchased with an original or remaining maturity of sixty days or less are valued at
amortized cost, which approximates market value. Securities for which market quotations are not readily available are valued at fair value as determined in good faith by the Funds investment adviser using consistently applied procedures under
the general supervision of the Board of Trustees.
The Funds may hold securities traded in foreign markets. Foreign securities are valued at
the closing market price in the foreign market. However, if events occurring after the close of the foreign market (but before the close of regular trading on the New York Stock Exchange) are believed to materially affect the value of those
securities, such securities may be fair valued on a daily basis pursuant to procedures approved by the Board of Trustees. When fair valuing securities, the Funds may, among other things, use modeling tools or other processes that may take into
account factors such as securities market activity and/or significant events that occur after the close of the foreign market and before the Funds calculate their net asset values. At
18
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
December 31, 2012, the following percentages of the Funds total market value of investments were fair valued pursuant to procedures approved by the Board of Trustees as events
occurring after the close of the foreign market were believed to materially affect the value of those securities:
|
|
|
|
|
Fund
|
|
Percentage
|
|
International Value Fund
|
|
|
84
|
%
|
International Growth Fund
|
|
|
83
|
%
|
b. Investment Transactions and Related Investment Income.
Investment transactions are
accounted for on a trade date plus one day basis for daily net asset value calculation. However, for financial reporting purposes, investment transactions are reported on trade date. Dividend income is recorded on ex-dividend date, or in the case of
certain foreign securities, as soon as a Fund is notified, and interest income is recorded on an accrual basis. Interest income is increased by the accretion of discount and decreased by the amortization of premium. In determining net gain or loss
on securities sold, the cost of securities has been determined on an identified cost basis. Investment income, non-class-specific expenses and realized and unrealized gains and losses are allocated on a
pro rata
basis to each class based on
the relative net assets of each class to the total net assets of the Fund.
c. Foreign Currency Translation.
The
books and records of the Funds are maintained in U.S. dollars. The values of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates
prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions.
Since the values of investment securities are presented at the foreign exchange rates prevailing at the end of the period, it is not practical to isolate that portion of the results of operations arising
from changes in exchange rates from fluctuations which arise due to changes in market prices of investment securities. Such changes are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement
dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized
foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, at the end of the fiscal period, resulting from changes in exchange rates.
Each Fund may use foreign currency exchange contracts to facilitate transactions in foreign-denominated investments. Losses may arise from changes in the
value of the foreign currency or if the counterparties do not perform under the contracts terms.
d. Forward Foreign
Currency Contracts.
The Funds may enter into forward foreign currency contracts, including forward foreign cross currency contracts, to acquire exposure to foreign currencies or to hedge the Funds investments against currency
fluctuation. A contract can also be used to offset a previous contract. These contracts involve market risk in excess of the unrealized gain or loss reflected in the Funds Statements of Assets and Liabilities. The U.S. dollar value of the
currencies a Fund has committed to buy or sell represents the aggregate exposure to each currency a Fund has acquired or hedged through currency contracts outstanding at period end. Gains or losses are recorded for financial statement purposes as
unrealized until settlement date. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to
the U.S. dollar. Certain contracts may require the movement of cash and/or securities as collateral for the Funds or counterpartys net obligations under the contracts.
No forward foreign currency contracts were held by the Funds during the year ended December 31, 2012.
19
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
e. Federal and Foreign Income Taxes.
The Trust treats each fund as a separate entity for federal income tax purposes. Each
Fund intends to meet the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute to its shareholders substantially all of its net investment income and any net realized capital
gains at least annually. Management has performed an analysis of each Funds tax positions for the open tax years as of December 31, 2012 and has concluded that no provisions for income tax are required. The Funds federal tax returns
for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management is not aware of any events that are reasonably possible to occur in the next twelve months that would result in the amounts of any
unrecognized tax benefits significantly increasing or decreasing for the Funds. However, managements conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited
to, new tax laws and accounting regulations and interpretations thereof.
A Fund may be subject to foreign withholding taxes on investment
income and taxes on capital gains on investments that are accrued and paid based upon the Funds understanding of the tax rules and regulations that exist in the countries in which the Fund invests. Foreign withholding taxes on dividend and
interest income are reflected on the Statements of Operations as a reduction of investment income, net of amounts eligible to be reclaimed. Dividends and interest receivable on the Statements of Assets and Liabilities are net of foreign withholding
taxes. Foreign withholding taxes eligible to be reclaimed are reflected on the Statements of Assets and Liabilities as tax reclaims receivable. Capital gains taxes paid are included in net realized gain (loss) on investments in the Statements of
Operations. Accrued but unpaid capital gains taxes are reflected as foreign taxes payable on the Statements of Assets and Liabilities, if applicable, and reduce unrealized gains on investments. In the event that realized gains on investments are
subsequently offset by realized losses, taxes paid on realized gains may be returned to a Fund. Such amounts, if applicable, are reflected as foreign tax rebates receivable on the Statements of Assets and Liabilities and are recorded as a realized
gain when received.
f. Dividends and Distributions to Shareholders.
Dividends and distributions are recorded on
ex-dividend date. The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United
States of America. Permanent differences are primarily due to differing treatments for book and tax purposes of items such as deferred Trustees fees, distributions in excess of current earnings and foreign currency gains and losses. Permanent
book and tax basis differences relating to shareholder distributions, net investment income and net realized gains will result in reclassifications to capital accounts. Temporary differences between book and tax distributable earnings are primarily
due to deferred Trustees fees, foreign currency exchange contracts mark to market and wash sales. Distributions from net investment income and short-term capital gains are considered to be distributed from ordinary income for tax purposes.
The tax characterization of distributions is determined on an annual basis. The tax character of distributions paid to shareholders during
the years ended December 31, 2012, and 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 Distributions Paid From:
|
|
|
2011 Distributions Paid From:
|
|
Fund
|
|
Ordinary
Income
|
|
|
Long-Term
Capital Gains
|
|
|
Total
|
|
|
Ordinary
Income
|
|
|
Long-Term
Capital Gains
|
|
|
Total
|
|
International Value Fund
|
|
$
|
515,035
|
|
|
$
|
|
|
|
$
|
515,035
|
|
|
$
|
1,379,846
|
|
|
$
|
|
|
|
$
|
1,379,846
|
|
International Growth Fund
|
|
|
7,598,784
|
|
|
|
|
|
|
|
7,598,784
|
|
|
|
8,509,324
|
|
|
|
|
|
|
|
8,509,324
|
|
20
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
As of December 31, 2012, the components of distributable earnings on a tax basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
International
Value Fund
|
|
|
International
Growth Fund
|
|
Undistributed ordinary income
|
|
$
|
|
|
|
$
|
|
|
Undistributed long-term capital gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total undistributed earnings
|
|
|
|
|
|
|
|
|
Capital loss carryforward:
|
|
|
|
|
|
|
|
|
Short-term:
|
|
|
|
|
|
|
|
|
Expires December 31, 2016
|
|
|
|
|
|
|
(12,556,195
|
)
|
Expires December 31, 2017
|
|
|
(25,397,706
|
)*
|
|
|
(210,257,749
|
)
|
No expiration date
|
|
|
(2,154,509
|
)
|
|
|
|
|
Long-term:
|
|
|
|
|
|
|
|
|
No expiration date
|
|
|
(716,179
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital loss carryforwards
|
|
|
(28,268,394
|
)
|
|
|
(222,813,944
|
)
|
Late-year ordinary and post-October capital loss deferrals**
|
|
|
(2,459
|
)
|
|
|
(38,943
|
)
|
Unrealized appreciation
|
|
|
4,120,359
|
|
|
|
30,065,723
|
|
|
|
|
|
|
|
|
|
|
Total accumulated losses
|
|
$
|
(24,150,494
|
)
|
|
$
|
(192,787,164
|
)
|
|
|
|
|
|
|
|
|
|
Capital loss carryforward utilized in the current year
|
|
$
|
|
|
|
$
|
1,166,236
|
|
|
|
|
|
|
|
|
|
|
*
|
The capital loss carryforwards for International Value Fund are subject to limitations pursuant to Section 382 of the Internal Revenue Code.
|
**
|
Under current tax law, capital losses, foreign currency losses, and losses on passive foreign investment companies after October 31 may be deferred and treated as
occurring on the first day of the following taxable year.
|
g. Repurchase Agreements.
It is each
Funds policy that the market value of the collateral for repurchase agreements be at least equal to 102% of the repurchase price, including interest. Certain repurchase agreements are tri-party arrangements whereby the collateral is held in a
segregated account for the benefit of the Fund and on behalf of the counterparty. Repurchase agreements could involve certain risks in the event of default or insolvency of the counterparty, including possible delays or restrictions upon a
Funds ability to dispose of the underlying securities.
h. Securities Lending.
The Funds have entered into
an agreement with State Street Bank and Trust Company (State Street Bank), as agent of the Funds, to lend securities to certain designated borrowers. The loans are collateralized with cash or securities in an amount equal to at least
105% or 102% of the market value (including accrued interest) of the loaned international or domestic securities, respectively, when the loan is initiated. Thereafter, the value of the collateral must remain at least 102% of the market value
(including accrued interest) of loaned securities for U.S. equities and U.S. corporate debt; at least 105% of the market value (including accrued interest) of loaned securities for non-U.S. equities; and at least 100% of the market value (including
accrued interest) of loaned securities for U.S. Government securities, sovereign debt issued by non-U.S. Governments and non-U.S. corporate debt. In the event that the market value of the collateral falls below the required percentages described
above, the borrower will deliver additional collateral on the next business day. As with other extensions of credit, the Funds may bear the risk of loss with respect to the investment of the collateral. The Funds invest cash collateral in short-term
investments, a portion of the income from which is remitted to the borrowers and the remainder allocated between the Funds and State Street Bank as lending agent.
For the year ended December 31, 2012, neither Fund had loaned securities under this agreement.
i. Indemnifications.
Under the Trusts organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of
their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds maximum exposure under these arrangements is unknown as
this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
21
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
3. Fair Value Measurements.
In accordance with accounting standards related to fair value measurements and disclosures, the
Funds have categorized the inputs utilized in determining the value of each Funds assets or liabilities. These inputs are summarized in the three broad levels listed below:
|
|
|
Level 1 quoted prices in active markets for identical assets or liabilities;
|
|
|
|
Level 2 prices determined using other significant inputs that are observable either directly, or indirectly through corroboration with
observable market data (which could include quoted prices for similar assets or liabilities, interest rates, credit risk, etc.); and
|
|
|
|
Level 3 prices determined using significant unobservable inputs when quoted prices or observable inputs are unavailable such as when there is
little or no market activity for an asset or liability (unobservable inputs reflect each Funds own assumptions in determining the fair value of assets or liabilities and would be based on the best information available).
|
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with
investing in those securities.
The following is a summary of the inputs used to value the Funds investments as of December 31,
2012, at value:
International Value Fund
Asset Valuation Inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia
|
|
$
|
|
|
|
$
|
918,887
|
|
|
$
|
|
|
|
$
|
918,887
|
|
China
|
|
|
|
|
|
|
3,674,046
|
|
|
|
|
|
|
|
3,674,046
|
|
Finland
|
|
|
|
|
|
|
280,589
|
|
|
|
|
|
|
|
280,589
|
|
France
|
|
|
405,632
|
|
|
|
933,750
|
|
|
|
|
|
|
|
1,339,382
|
|
Germany
|
|
|
|
|
|
|
1,079,790
|
|
|
|
|
|
|
|
1,079,790
|
|
Hong Kong
|
|
|
|
|
|
|
688,606
|
|
|
|
|
|
|
|
688,606
|
|
Indonesia
|
|
|
|
|
|
|
331,054
|
|
|
|
|
|
|
|
331,054
|
|
Italy
|
|
|
|
|
|
|
748,898
|
|
|
|
|
|
|
|
748,898
|
|
Japan
|
|
|
|
|
|
|
3,671,728
|
|
|
|
|
|
|
|
3,671,728
|
|
Korea
|
|
|
|
|
|
|
1,487,572
|
|
|
|
|
|
|
|
1,487,572
|
|
Norway
|
|
|
|
|
|
|
375,336
|
|
|
|
|
|
|
|
375,336
|
|
Russia
|
|
|
622,827
|
|
|
|
399,673
|
|
|
|
|
|
|
|
1,022,500
|
|
Singapore
|
|
|
|
|
|
|
424,767
|
|
|
|
|
|
|
|
424,767
|
|
South Africa
|
|
|
|
|
|
|
300,533
|
|
|
|
|
|
|
|
300,533
|
|
Sweden
|
|
|
|
|
|
|
464,281
|
|
|
|
|
|
|
|
464,281
|
|
Switzerland
|
|
|
|
|
|
|
2,537,490
|
|
|
|
|
|
|
|
2,537,490
|
|
Taiwan
|
|
|
|
|
|
|
538,156
|
|
|
|
|
|
|
|
538,156
|
|
United Kingdom
|
|
|
|
|
|
|
5,836,829
|
|
|
|
|
|
|
|
5,836,829
|
|
All Other Common Stocks(a)
|
|
|
3,944,136
|
|
|
|
|
|
|
|
|
|
|
|
3,944,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stocks
|
|
|
4,972,595
|
|
|
|
24,691,985
|
|
|
|
|
|
|
|
29,664,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stocks(a)
|
|
|
|
|
|
|
984,737
|
|
|
|
|
|
|
|
984,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,972,595
|
|
|
$
|
25,676,722
|
|
|
$
|
|
|
|
$
|
30,649,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Details of the major categories of the Funds investments are reflected within the Portfolio of Investments.
|
A common stock valued at $430,590 was transferred from Level 1 to Level 2 during the period ended December 31, 2012. At December 31, 2011, this
security was valued at the market price in the foreign market in accordance with the Funds valuation policies; At December 31, 2012, this security was fair valued pursuant to procedures approved by the Board of Trustees as events
occurring after the close of the foreign market were believed to materially affect the value of the security.
22
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
All transfers are recognized as of the beginning of the reporting period.
International Growth Fund
Asset Valuation Inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia
|
|
$
|
|
|
|
$
|
26,892,128
|
|
|
$
|
|
|
|
$
|
26,892,128
|
|
Belgium
|
|
|
|
|
|
|
6,736,426
|
|
|
|
|
|
|
|
6,736,426
|
|
China
|
|
|
|
|
|
|
70,387,964
|
|
|
|
|
|
|
|
70,387,964
|
|
Denmark
|
|
|
|
|
|
|
5,693,583
|
|
|
|
|
|
|
|
5,693,583
|
|
France
|
|
|
|
|
|
|
17,724,175
|
|
|
|
|
|
|
|
17,724,175
|
|
Germany
|
|
|
|
|
|
|
30,355,850
|
|
|
|
|
|
|
|
30,355,850
|
|
Hong Kong
|
|
|
|
|
|
|
6,372,314
|
|
|
|
|
|
|
|
6,372,314
|
|
Italy
|
|
|
|
|
|
|
15,304,319
|
|
|
|
|
|
|
|
15,304,319
|
|
Japan
|
|
|
|
|
|
|
53,456,576
|
|
|
|
|
|
|
|
53,456,576
|
|
Korea
|
|
|
12,312,120
|
|
|
|
15,075,531
|
|
|
|
|
|
|
|
27,387,651
|
|
Norway
|
|
|
|
|
|
|
9,671,643
|
|
|
|
|
|
|
|
9,671,643
|
|
Singapore
|
|
|
|
|
|
|
13,577,034
|
|
|
|
|
|
|
|
13,577,034
|
|
Spain
|
|
|
|
|
|
|
6,854,660
|
|
|
|
|
|
|
|
6,854,660
|
|
Sweden
|
|
|
5,631,819
|
|
|
|
5,633,120
|
|
|
|
|
|
|
|
11,264,939
|
|
Switzerland
|
|
|
|
|
|
|
45,311,609
|
|
|
|
|
|
|
|
45,311,609
|
|
Taiwan
|
|
|
|
|
|
|
15,084,016
|
|
|
|
|
|
|
|
15,084,016
|
|
United Kingdom
|
|
|
8,866,511
|
|
|
|
88,981,981
|
|
|
|
|
|
|
|
97,848,492
|
|
All Other Common Stocks(a)
|
|
|
56,329,294
|
|
|
|
|
|
|
|
|
|
|
|
56,329,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stocks
|
|
|
83,139,744
|
|
|
|
433,112,929
|
|
|
|
|
|
|
|
516,252,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Traded Funds(a)
|
|
|
3,913,765
|
|
|
|
|
|
|
|
|
|
|
|
3,913,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
87,053,509
|
|
|
$
|
433,112,929
|
|
|
$
|
|
|
|
$
|
520,166,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Details of the major categories of the Funds investments are reflected within the Portfolio of Investments.
|
For the year ended December 31, 2012, there were no transfers between Levels 1, 2 and 3.
4. Purchases and Sales of Securities.
For the year ended December 31, 2012, purchases and sales of securities (excluding short-term investments) were as follows:
|
|
|
|
|
|
|
|
|
Fund
|
|
Purchases
|
|
|
Sales
|
|
International Value Fund
|
|
$
|
11,240,122
|
|
|
$
|
39,625,811
|
|
International Growth Fund
|
|
|
260,823,789
|
|
|
|
381,694,180
|
|
5. Management Fees and Other Transactions with Affiliates.
a. Management Fees.
Hansberger Global Investors, Inc. (HGI), a subsidiary of Natixis Global Asset Management,
L.P. (Natixis US), which is part of Natixis Global Asset Management, an international asset management group based in Paris, France, serves as investment adviser to each Fund. Under the terms of the management agreements, each Fund pays
a management fee at the following annual rates, calculated daily and payable monthly, based on each Funds average daily net assets:
|
|
|
|
|
Fund
|
|
Percentage of
Average
Daily Net Assets
|
|
International Value Fund
|
|
|
0.75
|
%
|
International Growth Fund
|
|
|
0.75
|
%
|
23
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
HGI has given binding undertakings to the Funds to waive management fees and/or reimburse certain expenses to limit the Funds operating expenses, exclusive of acquired fund fees and expenses,
brokerage expenses, interest expense, taxes and extraordinary expenses. These undertakings are in effect until April 30, 2013 and are reevaluated on an annual basis. Management fees payable, as reflected on the Statements of Assets and
Liabilities, is net of waivers and/or expense reimbursements, if any, pursuant to these undertakings. Waivers/reimbursements that exceed management fees payable are reflected on the Statements of Assets and Liabilities as receivable from investment
adviser.
For the year ended December 31, 2012, the expense limits as a percentage of average daily net assets under the expense
limitation agreements were as follows:
|
|
|
|
|
|
|
|
|
|
|
Expense Limit as a Percentage of Average
Daily Net Assets
|
|
Fund
|
|
Institutional Class
|
|
|
Advisor Class
|
|
International Value Fund
|
|
|
1.10
|
%
|
|
|
1.25
|
%
|
International Growth Fund
|
|
|
1.00
|
%
|
|
|
1.15
|
%
|
HGI shall be permitted to recover expenses it has borne under the expense limitation agreements (whether through waiver
of its management fees or otherwise) on a class by class basis in later periods to the extent the annual operating expenses of a class fall below a class expense limits, provided, however, that a class is not obligated to pay such
waived/reimbursed fees or expenses more than one year after the end of the fiscal year in which the fees or expenses were waived/reimbursed.
For the year ended December 31, 2012, the management fees and waivers of management fees for each Fund were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Management
Fees
|
|
|
Contractual
Waivers of
Management
Fees
1
|
|
|
Net
Management
Fees
|
|
|
Percentage of
Average
Daily Net Assets
|
|
Fund
|
|
|
|
|
Gross
|
|
|
Net
|
|
International Value Fund
|
|
$
|
224,876
|
|
|
$
|
151,769
|
|
|
$
|
73,107
|
|
|
|
0.75
|
%
|
|
|
0.24
|
%
|
International Growth Fund
|
|
|
4,165,315
|
|
|
|
|
|
|
|
4,165,315
|
|
|
|
0.75
|
%
|
|
|
0.75
|
%
|
1
|
Contractual management fee waivers are subject to possible recovery until December 31, 2013.
|
For the year ended December 31, 2012, class-specific expenses have been reimbursed as follows:
|
|
|
|
|
|
|
|
|
|
|
Reimbursement
2
|
|
Fund
|
|
Institutional Class
|
|
|
Advisor Class
|
|
International Value Fund
|
|
$
|
2,283
|
|
|
$
|
14,078
|
|
International Growth Fund
|
|
|
|
|
|
|
14,686
|
|
2
|
Expense
reimbursements are subject to possible recovery until December 31, 2013.
|
No expenses were recovered for any of the
Funds during the year ended December 31, 2012 under the terms of the expense limitation agreements.
b. Distribution
Agreement.
NGAM Distribution, L.P. (NGAM Distribution), which is a wholly-owned subsidiary of Natixis US, serves as the distributor of the Funds and provides distribution services pursuant to a distribution agreement.
Under the distribution agreement, the Funds do not pay NGAM Distribution for its services.
c. Administrative
Fees.
NGAM Advisors, L.P. (NGAM Advisors), provides certain administrative services for the Funds and contracts with State Street Bank to serve as sub-administrator. NGAM Advisors is a wholly-owned subsidiary of Natixis
US. Pursuant to an agreement among Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Gateway Trust (Natixis Funds Trusts), Loomis Sayles Funds I, Loomis Sayles Funds II (Loomis Sayles Funds Trusts),
Hansberger International Series and NGAM Advisors, each Fund pays NGAM Advisors monthly its
pro rata
portion of fees equal to an annual rate of 0.0575% of the first $15 billion of the average daily net assets of the Natixis Funds Trusts,
Loomis Sayles Funds Trusts and Hansberger
24
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
International Series, 0.0500% of the next $15 billion, 0.0400% of the next $30 billion and 0.0350% of such assets in excess of $60 billion, subject to an annual aggregate minimum fee for the
Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series of $10 million, which is reevaluated on an annual basis.
For the year ended December 31, 2012, the administrative fees for each Fund were as follows:
|
|
|
|
|
Fund
|
|
Administrative
Fees
|
|
International Value Fund
|
|
$
|
13,512
|
|
International Growth Fund
|
|
|
250,433
|
|
d. Sub-Transfer Agent Fees.
NGAM Distribution has entered into agreements, which include
servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the Funds and has agreed to compensate the
intermediaries for providing those services. Intermediaries transact with the Funds primarily through the use of omnibus accounts on behalf of their customers who hold positions in the Funds. These services would have been provided by the
Funds transfer agent and other service providers if the shareholders accounts were maintained directly at the Funds transfer agent. Accordingly, the Funds have agreed to reimburse NGAM Distribution for all or a portion of the
servicing fees paid to these intermediaries. The reimbursement amounts (sub-transfer agent fees) paid to NGAM Distribution are subject to a current per-account equivalent fee limit approved by the Funds Board, which is based on fees for
similar services paid to the Funds transfer agent and other service providers.
For the year ended December 31, 2012, the
sub-transfer agent fees (which are reflected in transfer agent fees and expenses in the Statements of Operations) for each Fund were as follows.
|
|
|
|
|
|
|
|
|
|
|
Sub-Transfer Agent Fees
|
|
Fund
|
|
Institutional
Class
|
|
|
Advisor
Class
|
|
International Value Fund
|
|
$
|
131
|
|
|
$
|
9,695
|
|
International Growth Fund
|
|
|
15,879
|
|
|
|
4,828
|
|
As of December 31, 2012, the Funds owe NGAM Distribution the following reimbursements for sub-transfer agent fees:
|
|
|
|
|
|
|
|
|
|
|
Reimbursements of
Sub-Transfer Agent Fees
|
|
Fund
|
|
Institutional
Class
|
|
|
Advisor
Class
|
|
International Value Fund
|
|
$
|
2
|
|
|
$
|
120
|
|
International Growth Fund
|
|
|
45
|
|
|
|
56
|
|
e. Trustees Fees and Expenses.
The Trust does not pay any compensation directly to its
officers or Trustees who are directors, officers or employees of NGAM Advisors, NGAM Distribution, Natixis US or their affiliates. The Chairperson of the Board receives a retainer fee at the annual rate of $265,000. The Chairperson does not receive
any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Each Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $95,000. Each Independent
Trustee also receives a meeting attendance fee of $10,000 for each meeting of the Board of Trustees that he or she attends in person and $5,000 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each
committee chairman receives an additional retainer fee at the annual rate of $15,000. Each Contract Review and Governance Committee member is compensated $6,000 for each Committee meeting that he or she attends in person and $3,000 for each meeting
that he or she attends telephonically. Each Audit Committee member is compensated $7,500 for each Committee meeting that he or she attends in person and $3,750 for each meeting that he or she attends telephonically. These fees are allocated among
the funds in the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series based on a formula that takes into account, among other factors, the relative net assets of each fund. Trustees are reimbursed for travel expenses
in connection with attendance at meetings.
25
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
Effective January 1, 2013, the Chairperson of the Board will receive a retainer fee at the annual rate of $285,000 and each Independent Trustee (other than the Chairperson) will receive, in the
aggregate, a retainer fee at the annual rate of $115,000. In addition, each committee chairman will receive an additional retainer fee at an annual rate of $17,500, and each Audit Committee member will be compensated $6,000 for each Committee
meeting that he or she will attend in person and $3,000 for each meeting that he or she will attend telephonically. All other Trustee fees will remain unchanged.
A deferred compensation plan (the Plan) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Funds until distributed in accordance with the provisions of the Plan.
The value of a participating Trustees deferral account is based on theoretical investments of deferred amounts, on the normal payment dates, in certain funds of the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International
Series as designated by the participating Trustees. Changes in the value of participants deferral accounts are allocated
pro rata
among the funds in the Natixis Funds Trusts, Loomis Sayles Funds Trusts, and Hansberger International
Series, and are normally reflected as Trustees fees and expenses in the Statements of Operations. The portions of the accrued obligations allocated to the Funds under the Plan are reflected as Deferred Trustees fees in the Statements of
Assets and Liabilities.
6. Class-Specific Expenses.
For the year ended December 31, 2012, class-specific
transfer agent fees and expenses (including sub-transfer agent fees) for each Fund were as follows:
|
|
|
|
|
|
|
|
|
|
|
Transfer Agent Fees and Expenses
|
|
Fund
|
|
Institutional
Class
|
|
|
Advisor
Class
|
|
International Value Fund
|
|
$
|
2,283
|
|
|
$
|
36,235
|
|
International Growth Fund
|
|
|
24,261
|
|
|
|
28,170
|
|
7. Line of Credit.
Each Fund, together with certain other funds of Natixis Funds Trusts,
Loomis Sayles Funds Trusts and Hansberger International Series, participates in a $200,000,000 committed unsecured line of credit provided by State Street Bank, with an individual limit of $125,000,000 for each fund that participates in the line of
credit. Interest is charged to each participating fund based on its borrowings at a rate per annum equal to the greater of the Federal Funds rate or overnight LIBOR, plus 1.25%. In addition, a commitment fee of 0.10% per annum, payable at the
end of each calendar quarter, is accrued and apportioned among the participating funds based on their average daily unused portion of the line of credit. Prior to April 19, 2012, the commitment fee was 0.125% per annum.
For the year ended December 31, 2012, neither Fund had borrowings under these agreements.
8. Payable to Custodian Bank.
The Funds custodian bank, State Street Bank, provides overdraft protection to the Funds in the event of a cash shortfall. Cash overdrafts
bear interest at a rate per annum equal to the Federal Funds rate plus 2.00%. At December 31, 2012, each Fund had payables to the custodian bank for overdrafts and incurred interest in connection with these overdrafts as follows:
|
|
|
|
|
|
|
|
|
Fund
|
|
Payable to
Custodian Bank
|
|
|
Interest Incurred
on Overdrafts
|
|
International Value Fund
|
|
$
|
789,468
|
|
|
$
|
46
|
|
International Growth Fund
|
|
|
367,077
|
|
|
|
88
|
|
Interest expense incurred for the year ended December 31, 2012 is reflected on the Statements of Operations.
9. Concentration of Risk.
Each Funds investments in foreign securities are subject to foreign currency
fluctuations, higher volatility than U.S. securities, varying degrees of regulation and limited liquidity. Greater political, economic, credit and information risks are also associated with foreign securities.
The Funds investments in emerging markets companies, which may be smaller and have shorter operating histories than companies in developed markets,
involves risks in addition to, and greater than, those generally associated with investing in
26
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
companies in developed foreign markets. The extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight in emerging market economies
is generally less than in more developed markets.
10. Brokerage Commission Recapture.
Certain Funds have entered
into agreements with certain brokers whereby the brokers will rebate a portion of brokerage commissions. All amounts rebated by the brokers are returned to the Funds under such agreements and are included in realized gains on investments in the
Statements of Operations. For the year ended December 31, 2012, amounts rebated under these agreements were as follows:
|
|
|
|
|
Fund
|
|
Rebates
|
|
International Value Fund
|
|
$
|
73
|
|
International Growth Fund
|
|
|
48
|
|
11. Concentration of Ownership.
From time to time, the Funds may have a concentration of one
or more accounts constituting a significant percentage of shares outstanding. Investment activities by holders of such accounts could have material impacts on the Funds. As of December 31, 2012, based on managements evaluation of the
shareholder account base, certain Funds had accounts representing controlling ownership of more than 5% of the Funds total outstanding shares. The number of such accounts, based on accounts that represent more than 5% of an individual class of
shares, and the aggregate percentage of net assets represented by such holdings was as follows:
|
|
|
|
|
|
|
|
|
Fund
|
|
Number of
> 5% Shareholders
|
|
|
Percentage of
Ownership
|
|
International Value Fund
|
|
|
2
|
|
|
|
48.47
|
%
|
International Growth Fund
|
|
|
3
|
|
|
|
32.46
|
%
|
Omnibus accounts for which NGAM believes the intermediary has discretion over the underlying shareholder accounts are
included in the table above. For other omnibus accounts, the Funds may not have information on the individual shareholder accounts underlying omnibus accounts; therefore, there could be other 5% shareholders in addition to those disclosed in the
table above.
12. Capital Shares.
Each Fund may issue an unlimited number of shares of beneficial interest,
without par value. Transactions in capital shares were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2012
|
|
|
Year Ended
December 31, 2011
|
|
International Value Fund
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued from the sale of shares
|
|
|
48,179
|
|
|
$
|
374,704
|
|
|
|
377,832
|
|
|
$
|
3,489,036
|
|
Issued in connection with the reinvestment of distributions
|
|
|
36,605
|
|
|
|
305,653
|
|
|
|
77,571
|
|
|
|
551,395
|
|
Redeemed
|
|
|
(75,353
|
)
|
|
|
(585,004
|
)
|
|
|
(370,154
|
)
|
|
|
(3,371,164
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
9,431
|
|
|
$
|
95,353
|
|
|
|
85,249
|
|
|
$
|
669,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisor Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued from the sale of shares
|
|
|
448,344
|
|
|
$
|
3,500,787
|
|
|
|
1,723,589
|
|
|
$
|
15,054,333
|
|
Issued in connection with the reinvestment of distributions
|
|
|
23,252
|
|
|
|
193,922
|
|
|
|
107,668
|
|
|
|
769,015
|
|
Redeemed
|
|
|
(1,781,391
|
)
|
|
|
(13,848,607
|
)
|
|
|
(6,568,601
|
)
|
|
|
(50,264,412
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
(1,309,795
|
)
|
|
$
|
(10,153,898
|
)
|
|
|
(4,737,344
|
)
|
|
$
|
(34,441,064
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) from capital share transactions
|
|
|
(1,300,364
|
)
|
|
$
|
(10,058,545
|
)
|
|
|
(4,652,095
|
)
|
|
$
|
(33,771,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
N
OTES
TO
F
INANCIAL
S
TATEMENTS
(continued)
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2012
|
|
|
Year Ended
December 31, 2011
|
|
International Growth Fund
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued from the sale of shares
|
|
|
1,540,482
|
|
|
$
|
22,128,571
|
|
|
|
10,871,748
|
|
|
$
|
157,290,278
|
|
Issued in connection with the reinvestment of distributions
|
|
|
343,767
|
|
|
|
5,252,756
|
|
|
|
482,699
|
|
|
|
6,323,360
|
|
Redeemed
|
|
|
(10,073,420
|
)
|
|
|
(145,300,294
|
)
|
|
|
(5,998,873
|
)
|
|
|
(84,862,117
|
)
|
Redeemed in-kind (Note 12)
|
|
|
|
|
|
|
|
|
|
|
(1,205,737
|
)
|
|
|
(16,530,655
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
(8,189,171
|
)
|
|
$
|
(117,918,967
|
)
|
|
|
4,149,837
|
|
|
$
|
62,220,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisor Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued from the sale of shares
|
|
|
36,698
|
|
|
$
|
535,779
|
|
|
|
32,413
|
|
|
$
|
513,867
|
|
Issued in connection with the reinvestment of distributions
|
|
|
3,309
|
|
|
|
50,589
|
|
|
|
5,452
|
|
|
|
71,426
|
|
Redeemed
|
|
|
(204,526
|
)
|
|
|
(2,948,052
|
)
|
|
|
(169,166
|
)
|
|
|
(2,663,573
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
(164,519
|
)
|
|
$
|
(2,361,684
|
)
|
|
|
(131,301
|
)
|
|
$
|
(2,078,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) from capital share transactions
|
|
|
(8,353,690
|
)
|
|
$
|
(120,280,651
|
)
|
|
|
4,018,536
|
|
|
$
|
60,142,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13. Redemption In-Kind.
In certain circumstances, a Fund may distribute portfolio securities
rather than cash as payment for redemption of Fund shares (redemption in-kind). For financial reporting purposes, the Fund will recognize a gain on in-kind redemptions to the extent the value of the distributed securities on the date of redemption
exceeds the cost of those securities; the Fund will recognize a loss if the cost exceeds value. Gains and losses realized on redemptions in-kind are not recognized for tax purposes, and are re-classified from realized gain (loss) to paid-in-capital.
28