Exhibit (13)(j)
SIXTH AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment made as of February 19, 2008, by and between Natixis Asset
Management Advisors, L.P. ("Natixis Advisors") (formerly IXIS Asset Management
Advisors, L.P.) and Gateway Trust, a Massachusetts business trust (the "Gateway
Trust").
WHEREAS, Natixis Advisors 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 and ▇▇▇▇▇▇▇▇▇▇ International
Series (collectively, 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 and February 1, 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, the Gateway Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Gateway Trust desires to employ Natixis Advisors to provide
certain administrative services to the Gateway Trust in the manner and on the
terms set forth in the Agreement and Natixis Advisors wishes to perform such
services; and
WHEREAS, Natixis Advisors and the Gateway Trust desire to amend Schedule A
of the Agreement to reflect the addition of the Gateway Trust;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, Natixis Advisors and the Gateway Trust hereby agree as follows:
1. Schedule A of the Agreement is deleted in its entirety and replaced with
Schedule A attached hereto.
2. Except as specifically superseded or modified herein, the terms and
provisions of the Agreement shall continue to apply with full force and
effect.
3. 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 generalpartner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President and Chief
Executive Officer
GATEWAY TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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Schedule A
Trust Portfolios
As of: February 19, 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
Natixis Funds Trust II
▇▇▇▇▇▇ Associates Large Cap Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Massachusetts Tax Free Income Fund
Natixis Funds Trust III
▇▇▇▇▇▇ 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.
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▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds II
▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ High Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Bond Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ International Bond Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Limited Term Government and Agency Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Municipal Income 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
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