SIXTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Exhibit (h)(2)(xvii)
SIXTEENTH AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment made as of July 1, 2011, by and between Natixis Asset Management Advisors, L.P. (“Natixis Advisors”), Natixis Funds Trust I, Natixis Funds Trust II, 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, February 19, 2008, July 1, 2008, September 29, 2008, October 31, 2008, January 9, 2009, July 27, 2009, February 25, 2010, July 1, 2010, September 21, 2010 and December 14, 2010 (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; and
WHEREAS, Natixis Advisors and the Trusts desire to amend Schedule A of the Agreement to reflect changes in Trust Portfolios;
NOW THEREFORE, in consideration of the premises and covenants contained herein, Natixis Advisors and the Trusts hereby agree as follows:
| 1. | For all series of the Trusts commencing operations subsequent to July 1, 2011 the following paragraph is deleted from Section 3(a) of the Agreement: |
| 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 | Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect.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 counter parts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. |
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Exhibit (h)(2)(xvii)
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 II
NATIXIS CASH MANAGEMENT TRUST
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS I
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS II
GATEWAY TRUST
▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL SERIES
| By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer |
Exhibit (h)(2)(xvii)
Schedule A
Trust Portfolios
As of: July 1, 2011
| Natixis Funds Trust I |
| Absolute Asia Dynamic Equity Fund |
| CGM Advisor Targeted Equity Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Core Plus Bond Fund |
| Natixis Income Diversified Portfolio |
| Natixis Oakmark Global Fund |
| Natixis Oakmark International Fund |
| Natixis U.S. Multi-Cap Equity Fund |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund |
| Natixis Funds Trust II |
| ASG Diversifying Strategies Fund |
| ASG Global Alternatives Fund |
| ASG Managed Futures Strategy Fund |
| ▇▇▇▇▇▇ Associates Large Cap Value Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Absolute Strategies Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Multi-Asset Real Return Fund |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Value Opportunity Fund |
| Westpeak ActiveBeta® Equity Fund |
| 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 Bond 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 ▇▇▇▇▇▇, |
Exhibit (h)(2)(xvii)
| ▇▇▇▇▇▇ & 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 |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Global Equity and Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Growth Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ High Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ International Bond Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Bond Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Limited Term Government and Agency Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Strategic Income Fund |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Value Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Series |
| ▇▇▇▇▇▇▇▇▇▇ Emerging Markets Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Growth Fund |
| ▇▇▇▇▇▇▇▇▇▇ International Value Fund |
| Gateway Trust |
| Gateway Fund |