0001193125-08-220016 Sample Contracts

Natixis Distributors, L.P. Boston, Massachusetts 02116 Form of Dealer Agreement
Dealer Agreement • October 30th, 2008 • Natixis Funds Trust II • Massachusetts

This dealer agreement (“Dealer Agreement”) is entered into between Natixis Distributors, L.P. (“our”, “us”, or “we”) and the undersigned company (“you”). We offer to sell to you shares of each of the mutual funds distributed by us (the “Funds” and each a “Fund”), for each of which Funds we are a principal underwriter as defined in the Investment Company Act of 1940, as amended (the “Act”), and from which we have the right to purchase shares.1

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VAUGHAN NELSON VALUE OPPORTUNITY FUND Distribution Agreement
Distribution Agreement • October 30th, 2008 • Natixis Funds Trust II • Massachusetts

AGREEMENT made this October 31, 2008 by and between NATIXIS FUNDS TRUST II, a Massachusetts business trust (the “Trust”), and NATIXIS DISTRIBUTORS, L.P., a Delaware limited partnership (the “Distributor”).

VAUGHAN NELSON VALUE OPPORTUNITY FUND Sub-Advisory Agreement (Vaughan Nelson Investment Management, L.P.)
Sub-Advisory Agreement • October 30th, 2008 • Natixis Funds Trust II • Massachusetts

Sub-Advisory Agreement (this “Agreement”) entered into as of 31st day of October, 2008, by and among Natixis Funds Trust II, a Massachusetts business trust (the “Trust”), with respect to its Vaughan Nelson Value Opportunity Fund series (the “Series”), Natixis Asset Management Advisors, L.P., a Delaware limited partnership (the “Manager”), and Vaughan Nelson Investment Management, L.P., a Delaware limited partnership (the “Sub-Adviser”).

VAUGHAN NELSON VALUE OPPORTUNITY FUND Advisory Agreement
Advisory Agreement • October 30th, 2008 • Natixis Funds Trust II

AGREEMENT made the 31st day of October, 2008, by and between NATIXIS FUNDS TRUST II, a Massachusetts business trust (the “Fund”), with respect to its Vaughan Nelson Value Opportunity Fund series (the “Series”), and Natixis Asset Management Advisors, L.P., a Delaware limited partnership (the “Manager”).

AMENDMENT To Transfer Agency and Service Agreement Between Each of the Entities Listed on Appendix A And Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • October 30th, 2008 • Natixis Funds Trust II

This Amendment is made as of this 1st day of October 2008 between each of the investment companies listed below and Boston Financial Data Services, Inc. (the “Transfer Agent”). In accordance with Section 3 (Fees and Expenses), Section 15.1 (Amendment) and Section 16 (Additional Funds/Portfolios) of the Transfer Agency and Service Agreement between the Funds and the Transfer Agent dated as of October 1, 2005 (the “Agreement”) the parties desire to amend the Agreement as set forth herein.

NINTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 30th, 2008 • Natixis Funds Trust II

This Amendment made as of October 31, 2008, by and between Natixis Asset Management Advisors, L.P. (“Natixis Advisors”), Natixis Funds Trust I, Natixis Funds Trust II , Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series (collectively, the “Trusts”).

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