SEVENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Exhibit (h)(2)(viii)
SEVENTH AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment made as of July 1, 2008, by and between Natixis Asset Management Advisors, L.P. (“Natixis Advisors”) (formerly IXIS Asset Management Advisors, L.P.) and Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds I, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds II, Gateway Trust and ▇▇▇▇▇▇▇▇▇▇ International Series (collectively, the “Trusts”).
WHEREAS, Natixis Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005, as amended November 1, 2005, January 1, 2006, July 1, 2007, September 17, 2007, February 1, 2008 and February 19, 2008 (together with the amendments, the “Agreement”), governing the terms and conditions under which Natixis Advisors provides certain administrative services to the series of the Trusts; and
WHEREAS, Natixis Advisors and the Trusts desire to amend Section 3(a) of the Agreement to implement a new few structure; and
WHEREAS, Natixis Advisors and the Trusts desire to amend Schedule A of the Agreement to reflect the removal of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Massachusetts Tax Free Income Fund and the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund.
NOW THEREFORE, in consideration of the premises and covenants contained herein, Natixis Advisors and the Trusts hereby agree as follows:
| 1. | Section 3(a) of the Agreement is amended and restated as follows: |
| (a) | For the services provided hereunder, the Trusts shall pay Natixis Advisors the greater of the following: |
| (1) | an annual minimum fee of $10,000,000 payable in monthly installments; or |
| (2) | a monthly fee (accrued daily) based on the Trusts’ average daily net assets during the calendar month, such fee being calculated at the annualized rates set forth below: |
| Average Daily Net Assets |
Annualized Fee Rate As a % of Average Daily Net Assets | |
| $0 - $15 billion | 0.0575% | |
| Next $15 billion | 0.0500% | |
| Next $30 billion | 0.0425% | |
| Over $60 billion | 0.0375% |
| (3) | In addition, each fund for the first twelve months of its operation is subject to an administration fee consisting of a new fund base fee of $75,000 plus $12,500 per class (if multiple classes) and an additional $75,000 fee for each multi-manager fund. The parties understand and agree that the annual minimum set forth in paragraph (3)(a)(1) above will be reviewed annually and the parties will agree to an appropriate adjustment taking into consideration new funds added and funds liquidated or merged out of existence during the year. |
| 2. | Schedule A of the Agreement is deleted in its entirety and replaced with Schedule A attached hereto. |
| 3. | Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect. |
| 4. | This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. |
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IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written.
NATIXIS ASSET MANAGEMENT ADVISORS, L.P.
By Natixis Distribution Corporation, its general partner
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| President and Chief Executive Officer |
NATIXIS FUNDS TRUST I
NATIXIS FUNDS TRUST IV
NATIXIS CASH MANAGEMENT TRUST
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS I
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS II
GATEWAY TRUST
▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL SERIES
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Treasurer |
Schedule A
Trust Portfolios
As of: July 1, 2008
| Natixis Funds Trust I |
| CGM Advisor Targeted Equity Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Fund |
| Natixis Income Diversified Portfolio |
| Natixis U.S. Diversified Portfolio |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Core Plus Bond Fund |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund |
| Westpeak 130/30 Growth Fund |
| ▇▇▇▇▇▇ Associates Large Cap Value Fund |
| ▇▇▇▇▇▇ Associates Focused Value Fund |
| Natixis Moderate Diversified Portfolio |
| Natixis Funds Trust IV |
| AEW Real Estate Fund |
| Natixis Cash Management Trust |
| Natixis Cash Management Trust – Money Market Series |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds I |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bond Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Global Bond Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ High Income Opportunities Fund* |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inflation Protected Securities Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Institutional High Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Duration Fixed Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Fixed Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Securitized Asset Fund* |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund |
| * | With respect to these Funds only, paragraph 3 of the Agreement is revised to provide that Natixis Advisors shall be entitled to reasonable compensation for its services and expenses as Administrator, but ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. (“▇▇▇▇▇▇ ▇▇▇▇▇▇), the adviser to the Funds, and not ▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds I, shall be responsible for payment of such compensation and expenses relating to the Funds, as agreed upon by ▇▇▇▇▇▇ ▇▇▇▇▇▇ in separate Letter Agreements dated January 3, 2005 and July 1, 2005, respectively. |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds II |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Growth Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ High Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Bond Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ International Bond Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Limited Term Government and Agency Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Research Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Strategic Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax-Managed Equity Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Value Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Global Markets Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Series |
| ▇▇▇▇▇▇▇▇▇▇ Emerging Markets Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Value Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Growth Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Core Fund |
| ▇▇▇▇▇▇▇▇▇▇ All Countries Fund (not operational) |
| Gateway Trust |
| Gateway Fund |