Exhibit (13)(m)
GATEWAY FUND
DELEGATION AGREEMENT
AGREEMENT made the 16th 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").
WITNESSETH:
WHEREAS, Gateway Investment Advisers, LLC (the "Manager") has entered into
an Advisory Agreement dated February 16, 2008 (the "Advisory Agreement") with
the Gateway Trust, a Massachusetts business trust (the "Fund"), relating to the
provision of portfolio management services to the Gateway Fund (the "Series");
WHEREAS, pursuant to the Advisory Agreement the Manager may delegate any or
all of its responsibilities thereunder with respect to the provision of
Administrative Services (as defined in the Advisory Agreement); and
WHEREAS, the Manager desires to retain the Administrator to render such
Administrative Services in the manner and on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
(1) Administrative Services. The Administrator shall provide the Series the
following services:
(a) office space in such place or places as may be agreed upon from time
to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing the affairs of
the Series (exclusive of those related to and to be performed under
contract for custodial, transfer, dividend and plan agency services by
the entity or entities selected to perform such services and exclusive
of any managerial functions described in the Advisory Agreement); and
(c) compensation, if any, of trustees of the Fund who are directors,
officers or employees of the Manager, any sub-adviser or any
administrator or of any affiliated person (other than a registered
investment company) of the Manager, any Sub-Adviser or any
administrator.
(2) Expenses. Except for expenses specifically assumed or agreed to be paid by
the Administrator pursuant hereto, the Administrator shall not be liable
for any organizational, operational or business expenses of the Fund
including, without limitation, (a) interest and taxes, (b) brokerage
commissions and other costs in connection
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with the purchase or sale of securities or other investment instruments with
respect to the Series, and (c) custodian fees and expenses. The
Administrator will pay its own expenses incurred in furnishing the services
to be provided by it pursuant to this Agreement. Neither the Administrator
nor any affiliated person thereof shall be entitled to any compensation from
the Fund with respect to service by any affiliated person of the
Administrator as an officer or trustee of the Fund.
(3) Compensation of the Administrator. The parties acknowledge that the
Administrator shall receive no compensation for the services rendered,
facilities furnished and expenses borne by the Administrator hereunder;
provided, however, the parties acknoweldge that the Administrator shall be
compensated under the Administrative Services Agreement, dated as of
January 3, 2005, as from time to time amended, by and between the
Administrator (formerly IXIS Asset Management Advisors, L.P.) 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, and the Fund.
(4) Non-Exclusivity. The Manager agrees that the services of the Administrator
are not to be deemed exclusive and that the Administrator and its
affiliates are free to provide similar services and other services to
others, so long as its services hereunder are not impaired thereby.
(5) Liability. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Administrator, or reckless disregard of its
obligations and duties hereunder, the Administrator shall not be subject to
any liability to the Manager, the Fund, the Series, to any shareholder of
the Series or to any other person, firm or organization, for any act or
omission in the course of, or connected with, rendering services hereunder.
(6) Effective Date and Termination. This Agreement shall become effective as of
the date of its execution, and
(a) unless otherwise terminated, this Agreement shall become effective as
of the date first above written and shall continue in effect for two
years from the date of execution, and from year to year thereafter so
long as such continuance is specifically approved at least annually by
the Board of Trustees of the Fund;
(b) this Agreement may be terminated at any time without the payment of
any penalty by either party on not less than sixty (60) days' written
notice to the other party;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement shall automatically terminate upon any termination of
the Advisory Agreement.
Termination of this Agreement pursuant to this Section 6 shall be without
the payment of any penalty.
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(7)General.
(a)The Administrator may perform its services through any employee, officer
or agent of the Administrator or its affiliates.
(b)If any term or provision of this Agreement or the application thereof to
any person or circumstances is held to be invalid or unenforceable to
any extent, the remainder of this Agreement or the application of such
provision to other persons or circumstances shall not be affected
thereby and shall be enforced to the fullest extent permitted by law.
(c)In accordance with Regulation S-P, if non-public personal information
regarding either party's customers or consumers is disclosed to the
other party in connection with this Agreement, the party receiving such
information will not disclose or use that information other than as
necessary to carry out the purposes of this Agreement.
(d)This Agreement shall be governed by and interpreted in accordance with
the laws of the Commonwealth of Massachusetts.
NATIXIS ASSET MANAGEMENT ADVISORS,L.P.
By: Natixis Distribution Corporation,
its generalpartner
By: /s/ Xxxxxx Xxxxx Xxxxxxx
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Name: Xxxxxx Xxxxx Xxxxxxx
Title: Senior Vice President,
General Counsel, Secretary and Clerk
GATEWAY INVESTMENT ADVISERS, LLC
By: /s/ J. Xxxxxxx Xxxxxx
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Name: J. Xxxxxxx Xxxxxx
Title: President
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