Exhibit (7)(a)

                                 Gateway Trust

                            Distribution Agreement

   AGREEMENT made this 19/th/ day of February 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").

                             W I T N E S S E T H:

   NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the Trust and the Distributor agree as follows:

1. Distributor. The Trust hereby appoints the Distributor as general
   distributor of shares of beneficial interest of the Fund ("Fund shares")
   during the term of this Agreement. The Trust reserves the right, however, to
   refuse at any time or times to sell any Fund shares hereunder for any reason
   deemed adequate by the Board of Trustees of the Trust.

2. Sale and Payment. Under this agreement, the following provisions shall apply
   with respect to the sale of and payment for Fund shares:

   (a) The Distributor shall have the right, as principal, to purchase Fund
   shares from the Trust at their net asset value and to sell such shares to
   the public against orders therefor at the applicable public offering price,
   as defined in Section 3 hereof. The Distributor shall also have the right,
   as principal, to sell shares to dealers against orders therefor at the
   public offering price less a concession determined by the Distributor.

   (b) Prior to the time of delivery of any shares by the Trust to, or on the
   order of, the Distributor, the Distributor shall pay or cause to be paid to
   the Trust or to its order an amount in Boston or New York clearing house
   funds equal to the applicable net asset value of such shares. The
   Distributor shall retain so much of any sales charge or underwriting
   discount as is not allowed by it as a concession to dealers.

3. Public Offering Price. The public offering price shall be the net asset
   value of Fund shares, plus any applicable sales charge, all as set forth in
   the current prospectus and statement of additional information
   ("prospectus") of the Trust relating to the Fund shares. In no event shall
   the public offering price exceed 1000/935 of such net asset value, and in no
   event shall any applicable sales charge or underwriting discount exceed 6.5%
   of the public offering price. The net asset value of Fund shares shall be
   determined in accordance with the provisions of the agreement and
   declaration of trust and by-laws of the Trust and the current prospectus of
   the Trust relating to the Fund shares.

4. Trust Issuance of Fund Shares. The delivery of Fund shares shall be made
   promptly by a credit to a shareholder's open account for the Fund or by
   delivery of a share certificate. The Trust reserves the right (a) to issue
   Fund shares at any time directly to the shareholders of the Fund as a stock
   dividend or stock split, (b) to issue to such shareholders shares of the
   Fund, or rights to subscribe to shares of the Fund, as all or part of any
   dividend that may be distributed to shareholders of the Fund or as all or
   part of any optional or alternative dividend that may be distributed to
   shareholders of the Fund, and (c) to sell Fund shares in accordance with the
   current applicable prospectus of the Trust relating to the Fund shares.

5. Redemption or Repurchase. The Distributor shall act as agent for the Trust
   in connection with the redemption or repurchase of Fund shares by the Trust
   to the extent and upon the terms and conditions set forth in the current
   applicable prospectus of the Trust relating to the Fund shares, and the
   Trust agrees to reimburse the Distributor, from time to time upon demand,
   for any reasonable expenses incurred in connection with such redemptions or
   repurchases.



6. Undertaking Regarding Sales. The Distributor shall use reasonable efforts to
   sell Fund shares but does not agree hereby to sell any specific number of
   Fund shares and shall be free to act as distributor of the shares of other
   investment companies. Fund shares will be sold by the Distributor only
   against orders therefor. The Distributor shall not purchase Fund shares from
   anyone except in accordance with Sections 2 and 5 and shall not take "long"
   or "short" positions in Fund shares contrary to the agreement and
   declaration of trust or by-laws of the Trust.

7. Compliance. The Distributor shall conform to the Conduct Rules of the
   Financial Industry Regulatory Authority ("FINRA") and the sale of securities
   laws of any jurisdiction in which it sells, directly or indirectly, any Fund
   shares. The Distributor agrees to make timely filings, with the Securities
   and Exchange Commission in Washington, D.C. (the "SEC"), the FINRA and such
   other regulatory authorities as may be required, of any sales literature
   relating to the Fund and intended for distribution to prospective investors.
   The Distributor also agrees to furnish to the Trust sufficient copies of any
   agreements or plans it intends to use in connection with any sales of Fund
   shares in adequate time for the Trust to file and clear them with the proper
   authorities before they are put in use (which the Trust agrees to use its
   best efforts to do as expeditiously as reasonably possible), and not to use
   them until so filed and cleared.

8. Registration and Qualification of Fund Shares. The Trust agrees to execute
   such papers and to do such acts and things as shall from time to time be
   reasonably requested by the Distributor for the purpose of qualifying and
   maintaining qualification of the Fund shares for sale under the so-called
   Blue Sky Laws of any state or for maintaining the registration of the Trust
   and of the Fund shares under the federal Securities Act of 1933 and the
   federal Investment Company Act of 1940 (the "1940 Act"), to the end that
   there will be available for sale from time to time such number of Fund
   shares as the Distributor may reasonably be expected to sell. The Trust
   shall advise the Distributor promptly of (a) any action of the SEC or any
   authorities of any state or territory, of which it may be advised, affecting
   registration or qualification of the Trust or the Fund shares, or rights to
   offer Fund shares for sale, and (b) the happening of any event which makes
   untrue any statement or which requires the making of any change in the
   Trust's registration statement or its prospectus relating to the Fund shares
   in order to make the statements therein not misleading.

9. Distributor Independent Contractor. The Distributor shall be an independent
   contractor and neither the Distributor nor any of its officers or employees
   as such is or shall be an employee of the Trust. The Distributor is
   responsible for its own conduct and the employment, control and conduct of
   its agents and employees and for injury to such agents or employees or to
   others through its agents or employees. The Distributor assumes full
   responsibility for its agents and employees under applicable statutes and
   agrees to pay all employer taxes thereunder.

10.Expenses Paid by Distributor. While the Distributor continues to act as
   agent of the Trust to obtain subscriptions for and to sell Fund shares, the
   Distributor shall pay the following:

   (a) all expenses of printing (exclusive of typesetting) and distributing any
   prospectus for use in offering Fund shares for sale, and all other copies of
   any such prospectus used by the Distributor, and

   (b) all other expenses of advertising and of preparing, printing and
   distributing all other literature or material for use in connection with
   offering Fund shares for sale.

11.Interests in and of Distributor. It is understood that any of the
   shareholders, trustees, officers, employees and agents of the Trust may be a
   shareholder, director, officer, employee or agent of, or be otherwise
   interested in, the Distributor, any affiliated person of the Distributor,
   any organization in which the Distributor may have an interest or any
   organization which may have an interest in the Distributor; that the
   Distributor, any such affiliated person or any such organization may have an
   interest in the Trust; and that the existence of any such dual interest
   shall not affect the validity hereof or of any transaction hereunder except
   as otherwise provided in the agreement and declaration of trust or by-laws
   of the Trust, in the limited partnership agreement of the Distributor or by
   specific provision of applicable law.

                                      -2-



12.Effective Date and Termination. This Agreement shall become effective as of
   the date of its execution, and

   (a) Unless otherwise terminated, this Agreement shall continue in effect
   with respect to the shares of the Fund so long as such continuation is
   specifically approved at least annually (i) by the Board of Trustees of the
   Trust or by the vote of a majority of the votes which may be cast by
   shareholders of the Fund and (ii) by a vote of a majority of the Board of
   Trustees of the Trust who are not interested persons of the Distributor or
   the Trust, cast in person at a meeting called for the purpose of voting on
   such approval.

   (b) This Agreement may at any time be terminated on sixty days' notice to
   the Distributor either by vote of a majority of the Trust's Board of
   Trustees then in office or by the vote of a majority of the votes which may
   be cast by shareholders of the Fund.

   (c) This Agreement shall automatically terminate in the event of its
   assignment.

   (d) This Agreement may be terminated by the Distributor on ninety days'
   written notice to the Trust.

Termination of this Agreement pursuant to this section shall be without payment
of any penalty.

13.Definitions. For purposes of this Agreement, the following definitions shall
   apply:

   (a) The "vote of a majority of the votes which may be cast by shareholders
   of the Fund" means (1) 67% or more of the votes of the Fund present (in
   person or by proxy) and entitled to vote at such meeting, if the holders of
   more than 50% of the outstanding shares of the Fund entitled to vote at such
   meeting are present; or (2) the vote of the holders of more than 50% of the
   outstanding shares of the Fund entitled to vote at such meeting, whichever
   is less.

   (b) The terms "affiliated person," "interested person" and "assignment"
   shall have their respective meanings as defined in the 1940 Act subject,
   however, to such exemptions as may be granted by the SEC under the 1940 Act.

14.Amendment. This Agreement may be amended at any time by mutual consent of
   the parties, provided that such consent on the part of the Fund shall be
   approved (i) by the Board of Trustees of the Trust or by vote of a majority
   of the votes which may be cast by shareholders of the Fund and (ii) by a
   vote of a majority of the Board of Trustees of the Trust who are not
   interested persons of the Distributor or the Trust cast in person at a
   meeting called for the purpose of voting on such approval.

15.Applicable Law and Liabilities. This Agreement shall be governed by and
   construed in accordance with the laws of The Commonwealth of Massachusetts.
   All sales hereunder are to be made, and title to the Fund shares shall pass,
   in Boston, Massachusetts.

16.Limited Recourse. The Distributor hereby acknowledges that the Trust's
   obligations hereunder with respect to the shares of the Fund are binding
   only on the assets and property belonging to the Fund.

17.Privacy. 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.

                                      -3-



18.Anti-Money Laundering. Each party to this agreement hereby agrees to abide
   by and comply with all relevant anti-money laundering laws and regulations,
   including without limitation the Bank Secrecy Act, as amended, and the USA
   Patriot Act of 2001. Each party represents that it has established an
   Anti-Money Laundering Program that complies with all material aspects of the
   USA Patriot Act of 2001 and other applicable anti-money laundering laws and
   regulations. Each party also hereby agrees to comply with any new or
   additional anti-money laundering laws or regulations.

   IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

GATEWAY TRUST,
    on behalf of
    GATEWAY FUND


By: /s/ John T. Hailer
    ------------------------------------
    Name: John T. Hailer
    Title: President and Chief
           Executive Officer

NATIXIS DISTRIBUTORS, L.P.

By: Natixis Distribution Corporation,
    its general partner

By: /s/ John T. Hailer
    ------------------------------------
    Name: John T. Hailer
    Title: President and Chief
           Executive Officer

                                      -4-



   A copy of the Agreement and Declaration of Trust establishing Gateway Trust
(the "Trust") is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed with
respect to the Fund on behalf of the Trust by officers of the Trust as officers
and not individually and that the obligations of or arising out of this
Agreement are not binding upon any of the trustees, officers or shareholders of
the Trust individually but are binding only upon the assets and property of the
Fund.

                                      -5-