Gateway Trust Sample Contracts

Natixis Distributors, L.P. Boston, Massachusetts 02116 Dealer Agreement
Dealer Agreement • October 23rd, 2007 • Gateway Trust • 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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GATEWAY FUND Advisory Agreement
Advisory Agreement • October 23rd, 2007 • Gateway Trust

AGREEMENT made the day of February, 2008, by and between THE GATEWAY TRUST, a Massachusetts business trust (the “Fund”), with respect to its Gateway Fund series (the “Series”), and Gateway Investment Advisers, LLC, a Delaware limited liability company (the “Manager”).

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 23rd, 2007 • Gateway Trust • Massachusetts

This Agreement is made as of September 1, 2005 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.6 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

GATEWAY TRUST AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • October 23rd, 2007 • Gateway Trust • Massachusetts

THIS AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, effective on May 29, 2007 by the Trustees hereunder and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided:

FOURTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 23rd, 2007 • Gateway Trust

This Amendment made as of September 17, 2007, by and between Natixis Asset Management Advisors, L.P. (“Natixis Advisors”) (formerly IXIS Asset Management Advisors, L.P.), 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 (collectively, the “Trusts”) and Hansberger International Series (“Hansberger Series Funds”).

THIRD AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 23rd, 2007 • Gateway Trust

This Amendment made as of July 1, 2007, by and between IXIS Asset Management Advisors, L.P. (“IXIS Advisors”), IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Trusts”).

WITNESSETH:
Custody Agreement • May 1st, 1998 • Gateway Trust • Ohio
ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 23rd, 2007 • Gateway Trust • Massachusetts

AGREEMENT made as of the 3rd day of January, 2005, by and between IXIS Asset Management Advisors, L.P., a Delaware limited partnership (“IXIS Advisors”), and CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust, CDC Nvest Companies Trust I, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Trusts”).

FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 23rd, 2007 • Gateway Trust

This Amendment made as of November 1, 2005, by and between IXIS Asset Management Advisors, L.P. (“IXIS Advisors”), IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Trusts”).

SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 23rd, 2007 • Gateway Trust

This Amendment made as of January 1, 2006, by and between IXIS Asset Management Advisors, L.P. (“IXIS Advisors”), IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the “Trusts”).

Master Custodian Agreement
Master Custodian Agreement • February 13th, 2008 • Gateway Trust • Massachusetts

This Agreement is made as of September 1, 2005 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.6 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

Gateway Trust Distribution Agreement
Distribution Agreement • October 23rd, 2007 • Gateway Trust • Massachusetts

AGREEMENT made this day of by and between GATEWAY TRUST, a Massachusetts business trust (the “Trust”), on behalf of GATEWAY FUND (the “Fund”) and NATIXIS DISTRIBUTORS, L.P., a Delaware limited partnership (the “Distributor”).

AMENDMENT NO. 1 TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 23rd, 2007 • Gateway Trust • Massachusetts

THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Master Custodian Agreement dated as of September 1, 2005, as amended, modified and supplemented from time to time (the “Custodian Agreement”), is entered into as of September 15, 2006, by and among each of the entities set forth on Appendix A attached hereto and State Street Bank and Trust Company (the “Custodian”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Agreement.

GATEWAY FUND MANAGEMENT AGREEMENT
Gateway Fund Management Agreement • March 2nd, 1999 • Gateway Trust • Ohio
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 23rd, 2007 • Gateway Trust • Massachusetts

THIS AGREEMENT made as of the 1st day of October, 2005, by and between each of the entities listed on Appendix A hereto and each being an entity of a type as set forth on Appendix A and organized under the laws of the state as set forth on Appendix A, each with place of business at 399 Boylston Street, Boston, Massachusetts 02116 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name on Appendix A, but not jointly with any other entities listed on Appendix A (each such entity, together with its Portfolios (as defined below), shall be severally referred to as the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at Two Heritage Drive, Quincy, Massachusetts 02171 (the “Transfer Agent”).

WITNESSETH:
Investment Advisory Contract • February 29th, 1996 • Gateway Trust • Ohio
GATEWAY FUND ADVISORY ADMINISTRATION AGREEMENT
Advisory Administration Agreement • October 23rd, 2007 • Gateway Trust • Massachusetts

AGREEMENT made the ___ day of February, 2008, by and between Gateway Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and Natixis Asset Management Advisors, L.P., a Delaware limited partnership (the “Administrator”).

FIFTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 23rd, 2007 • Gateway Trust

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”).

ATTACHMENT FOR CURRENT FILING OF N-SAR SUB-ITEM 77M Immediately after the close of business on February 15, 2008, all of the assets and assumption of substantially all of the liabilities of the Gateway Fund (herein Registrant Fund), a series of the...
Gateway Trust • August 14th, 2008

Immediately after the close of business on February 15, 2008, all of the assets and assumption of substantially all of the liabilities of the Gateway Fund (herein Registrant Fund), a series of the Registrant, were transferred to Gateway Fund (the New Fund), a series of Gateway Trust, a Massachusetts business trust which is part of the Natixis fund family, in exchange for shares of the New Fund, and the distribution of such shares to shareholders of the Registrant Fund in complete liquidation of the Registrant Fund.

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WITNESSETH:
Cincinnati Fund Investment Advisory Contract • February 29th, 1996 • Gateway Trust • Ohio
AMENDMENT NO. 6
Gateway Trust • May 1st, 1998
AGREEMENT TERMS
9 Services Agreement • May 1st, 1998 • Gateway Trust • Ohio
Gateway Fund Management Agreement
Gateway Fund Management Agreement • April 19th, 2006 • Gateway Trust • Ohio

This Agreement made as of the 1st day of January, 2006, by and between The Gateway Trust, an Ohio business trust (the “Trust”), and Gateway Investment Advisers, L.P., a Delaware limited partnership (the “Adviser”).

WITNESSETH:
Custody Agreement • May 1st, 1998 • Gateway Trust • Ohio
AMENDMENT NO. 8
Gateway Trust • November 2nd, 1998
WITNESSETH:
Gateway Small Cap Index • February 29th, 1996 • Gateway Trust • Ohio
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