Exhibit (h)(9)
FIFTH AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment made as of February __, 2008, by and between Natixis Asset
Management Advisors, L.P. ("Natixis Advisors") (formerly IXIS Asset Management
Advisors, L.P.) and Gateway 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,
Xxxxxx Xxxxxx Funds I, Xxxxxx Xxxxxx Funds II, Xxxxxxxxxx International Series
(collectively, the "Trusts") are parties to an Administrative Services
Agreement dated January 3, 2005, as amended January 1, 2006, July 1, 2007 and
September 17, 2007 (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 Except as specifically superseded or modified herein, the terms and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.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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: ---------------------------------
Xxxx X. Xxxxxx, President and
Chief Executive Officer
GATEWAY TRUST
By: ---------------------------------
Xxxx X. Xxxxxx, President
Schedule A
Trust Portfolios
As of: February __, 2008
Natixis Funds Trust I
CGM Advisor Targeted Equity Fund
Xxxxxxxxxx International Fund
Natixis Income Diversified Portfolio
Natixis U.S. Diversified Portfolio
Natixis Value Fund
Xxxxxx Xxxxxx Core Plus Bond Fund
Xxxxxxx Xxxxxx Small Cap Value Fund
Westpeak 130/30 Growth Fund
Natixis Funds Trust II
Xxxxxx Associates Large Cap Value Fund
Xxxxxx Xxxxxx Massachusetts Tax Free Income Fund
Natixis Funds Trust III
Xxxxxx 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
Xxxxxx Xxxxxx Funds I
Xxxxxx Xxxxxx Bond Fund
Xxxxxx Xxxxxx Fixed Income Fund
Xxxxxx Xxxxxx Global Bond Fund
Xxxxxx Xxxxxx High Income Opportunities Fund*
Xxxxxx Xxxxxx Inflation Protected Securities Fund
Xxxxxx Xxxxxx Institutional High Income Fund
Xxxxxx Xxxxxx Intermediate Duration Fixed Income Fund
Xxxxxx Xxxxxx Investment Grade Fixed Income Fund
Xxxxxx Xxxxxx Securitized Asset Fund*
Xxxxxx Xxxxxx Small Cap Value Fund
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* 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 Xxxxxx, Xxxxxx & Company,
L.P. ("Xxxxxx Xxxxxx), the adviser to the Funds, and not Xxxxxx Xxxxxx Funds
I, shall be responsible for payment of such compensation and expenses
relating to the Funds, as agreed upon by Xxxxxx Xxxxxx in separate Letter
Agreements dated January 3, 2005 and July 1, 2005, respectively.
Xxxxxx Xxxxxx Funds II
Xxxxxx Xxxxxx Mid Cap Growth Fund
Xxxxxx Xxxxxx Growth Fund
Xxxxxx Xxxxxx High Income Fund
Xxxxxx Xxxxxx Investment Grade Bond Fund
Xxxxxx Xxxxxx Limited Term Government and Agency Fund
Xxxxxx Xxxxxx Municipal Income Fund
Xxxxxx Xxxxxx Research Fund
Xxxxxx Xxxxxx Small Cap Growth Fund
Xxxxxx Xxxxxx Strategic Income Fund
Xxxxxx Xxxxxx Tax-Managed Equity Fund
Xxxxxx Xxxxxx Value Fund
Xxxxxx Xxxxxx Global Markets Fund
Xxxxxxxxxx International Series
Xxxxxxxxxx Emerging Markets Fund
Xxxxxxxxxx International Value Fund
Xxxxxxxxxx International Growth Fund
Xxxxxxxxxx International Core Fund
Xxxxxxxxxx All Countries Fund (not operational)
Gateway Trust
Gateway Fund
