Exhibit 13(g)
THIRD AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
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, Xxxxxx Xxxxxx Funds I and Xxxxxx Xxxxxx Funds II
(collectively, the "Trusts").
WHEREAS, IXIS Advisors and the Trusts are parties to an Administrative
Services Agreement dated January 3, 2005 (the "Agreement"), governing the terms
and conditions under which IXIS Advisors provides certain administrative
services to the series of the Trusts; and
WHEREAS, IXIS Advisors and the Trusts desire to amend Section 3(a) of the
Agreement to implement a new breakpoint in the fee schedule and clarify the
provision regarding fees for new funds; and
WHEREAS, IXIS Advisors and the Trusts desire to amend Schedule B of the
Agreement to more accurately reflect the services currently provided by IXIS
Advisors to the Trusts.
NOW THEREFORE, in consideration of the premises and covenants contained
herein, IXIS Advisors and the Trusts hereby agree as follows:
1. a. The fee schedule, which appears in Section 3 (a)(2) of the Agreement,
is amended and restated as follows:
Annualized Fee Rate
As a % of Average
Average Daily Net Assets Daily Net Assets
------------------------ -------------------
$0 - $ 5 billion 0.0675%
Next $ 5 billion 0.0625%
Over $ 10 billion 0.0500%
Over $ 30 billion 0.0450%
b. Section 3(a)(3) is amended and restated as follows:
In addition, each fund for the first twelve months of its operation is
subject to an administration fee consisting of a new fund base fee of
$50,000 plus $12,500 per class (if multiple classes) and an additional
$50,000 fee for each multi-manager fund. The parties understand and
agree that the annual minimum set forth in paragraph (3)(a)(1) above
will be reviewed annually and the parties will agree to an appropriate
adjustment taking into
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consideration new funds added and funds liquidated or merged out of
existence during the year.
2. Schedule B of the Agreement is deleted in its entirety and replaced with
Schedule B attached hereto.
3. Except as specifically superseded or modified herein, the terms and
provisions of the Agreement shall continue to apply with full force and
effect.
4. 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]
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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.
IXIS ASSET MANAGEMENT ADVISORS, L.P.
By IXIS Asset Management Distribution Corporation, its general partner
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx, Executive Vice
President
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
XXXXXX XXXXXX FUNDS II
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx, President
XXXXXX XXXXXX FUNDS I
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx, Executive Vice
President
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Schedule B
Description of Services Provided
Dated: July 1, 2007
IXIS Advisors shall perform or arrange for the performance of the following
administration and clerical service:
Corporate Secretarial Services
1. provide Secretary and Assistant Secretaries for the Trusts and other
officers as requested;
2. maintain general corporate calendar, tracking all legal and regulatory
compliance through annual cycles;
3. prepare Board materials for quarterly Board meetings and Board
committee meetings, including agenda and background materials for
annual review of advisory and distribution fees, presentation of
issues to the Board, prepare minutes and follow-up on matters raised
at meetings;
4. maintain charter documents for the Trusts;
5. prepare organizational Board meeting materials for new Funds;
6. draft contracts, assisting in negotiation and planning, as
appropriate, for example advisory, distribution and selling
agreements, transfer agency and custodian agreements, 12b-1 and
shareholder servicing plans and related agreements and various other
agreements and amendments;
7. prepare and file proxy solicitation materials, oversee solicitation
and tabulation efforts, conduct shareholder meetings and provide legal
presence at meetings;
Registration and Disclosure Assistance Services
8. prepare and file amendments to the Funds' registration statement,
including updating prospectuses and SAIs;
9. prepare and file prospectus and SAI supplements, as needed;
10. prepare and file other regulatory documents, including Form N-CSR,
Form N-SAR, Form N-Q, Rule 24f-2 Notices, Form N-PX;
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11. establish and maintain a disclosure controls and procedures program to
assist in the funds' officers certification under the Xxxxxxxx-Xxxxx
Act of 2002;
12. obtain and file fidelity bonds and monitor compliance with Rule 17g-1
and Rule 17d-1(7) under the 1940 Act;
13. obtain and monitor directors' and officers' errors and omissions
policies and Independent Trustees excess errors and omissions
insurance policy;
14. prepare and file shareholder meeting materials and assist with all
shareholder communications;
15. coordinate and monitor state Blue Sky qualification through an
experienced vendor partner;
Rule 38a-1 Compliance Services
16. provide the Trusts' Chief Compliance Officer and other necessary staff
to administer the Trusts' Compliance Program required by Rule 38a-1
under the Investment Company Act of 1940;
Legal Consulting and Planning Services
17. provide general legal advice on matters relating to portfolio
management, Fund operations, mutual fund sales, development of
advertising materials, changing or improving prospectus disclosure,
and any potential changes in each Fund's investment policies,
operations, or structure;
18. communicate significant emerging regulatory and legislative
developments to the Advisor, the Trusts and the Board and provide
related planning assistance;
19. develop or assist in developing guidelines and procedures to improve
overall compliance by the Trusts and Funds;
20. provide advice with regard to litigation matters, routine fund
examinations and investigations by regulatory agencies;
21. provide advice regarding long-term planning for the Funds, including
creation of new funds or portfolios, corporate structural changes,
mergers, acquisitions, and other asset gathering plans including new
distribution methods;
22. maintain effective communications with fund counsel and counsel to the
independent Trustees, if any;
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23. create and implement timing and responsibility system for outside
legal counsel when necessary to implement major projects and the legal
management of such projects;
24. monitor activities and billing practices of counsel performing
services for the Funds or in connection with related fund activities;
25. provide consultation and advice for resolving compliance questions
along with the Advisor, its counsel, the Trusts and fund counsel;
26. provide active involvement with the management of SEC and other
regulatory examinations;
27. maintain the Trusts' Code of Ethics and monitor compliance of
personnel;
28. maintain the Trusts' Xxxxxxxx-Xxxxx Code of Ethics and monitor
compliance of personnel;
29. maintain procedures to assist the Trusts' in complying with attorney
conduct rules of Xxxxxxxx-Xxxxx Act of 2002
Transfer Agent Monitoring Services
30. oversight responsibility of the statement output vendor to ensure that
the content of confirmations, statements, annual and semi-annual
reports, disclosure statements and shareholder administrative
communications conform to regulatory requirements and are distributed
within the mandated time frames;
31. oversight of transfer agent activity in order to evaluate the status
of regulatory compliance, protect the integrity of the funds and
shareholders, search for systemic weaknesses, and examine for
potential liability and fraud;
32. assist in the monitoring and review of the transfer agency anti-money
laundering program to assist in the Funds' compliance with the
requirements of the USA PATRIOT Act;
33. oversight of the transfer agency with respect to customer and other
complaints to determine liability, facilitate resolution and promote
equitable treatment of all parties;
34. consult with transfer agent and other staff regarding prospectus and
SAI provisions and requirements, distribution issues including payment
programs, sub-transfer agent arrangements and other regulatory issues;
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Treasury Financial Services
35. provide Treasurer and Assistant Treasurers for the Trusts and other
officers as requested;
36. generate portfolio schedules utilizing the Funds' custodian system;
37. create financial statements and financial highlight tables;
38. establish and maintain internal controls over financial reporting;
39. maintain and update the notes to the financials;
40. coordinate with external auditors for annual audit;
41. review financial statements for completeness, accuracy and appropriate
disclosures;
42. coordinate ROCSOP adjustments with auditors;
43. determine and monitor expense accrual for each fund;
44. verify management and 12b-1 fees calculated by the Funds' custodian;
45. review fund waivers and deferrals;
46. calculate total returns for each fund and respective classes using the
Fundstation system;
47. oversee and review custodial bank services including maintenance of
books and records;
48. provide service bureaus with funds statistical information;
49. oversee the determination and publication of the Funds' net asset
values;
50. review the calculation, submit for approval by an officer of the
Funds', and arrange for the payment of the Funds' expenses;
51. oversee and review the calculation of fees paid to the Funds' service
providers, including, as applicable, the Funds' investment advisers
and sub-advisers, custodian, transfer agent and distributor and submit
to an officer for Funds' approval;
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Treasury Regulatory Services
52. prepare and file annual and semi-annual N-CSR and N-SAR forms with the
SEC;
53. coordinate pre-approval of audit related services;
54. coordinate Japanese Ministry of Finance and SRS filings;
55. provide Trustees with condensed portfolio information;
56. review securities lending activity;
57. review pricing errors;
58. review fair value pricing;
59. review stale pricing;
60. review collateral segregation;
61. provide weekly summaries of pricing overrides to management;
62. provide a review of expense caps and management fee waivers to
management;
63. review short sales;
64. review derivatives positions;
65. review brokerage commissions;
66. review dividends and capital gain distributions;
Treasury Tax Services
67. provide annual tax information (Form 1099) for each fund or class of
shares to shareholders and transfer agents;
68. calculate distribution of capital gains, income and spill back
requirements;
69. provide estimates of capital gains;
70. provide 1099 information to vendors;
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71. provide service bureaus, brokers and various parties with tax
information notices;
72. prepare excise tax returns;
73. prepare income tax returns;
74. prepare tax identification number filings;
75. perform IRS sub-Chapter M testing for 25% diversification (monthly),
50% diversification (monthly), 90% gross income (monthly), 90% income
distribution requirement (annually), and 98% excise distribution
requirement (annually);
Treasury Compliance Services
76. perform oversight review to ensure investment manager compliance with
investment policies and limitations;
77. obtain and review investment manager certification on adhering to all
investment policies, restrictions and guidelines;
78. monitor SEC diversification with 75% diversification test and
Section 12 diversification test;
79. periodically review designated collateral on all fund derivative and
delayed delivery positions;
Treasury Special Services
80. administer review of securities lending with lending agent(s);
81. ensure periodic review of Funds for opportunities with lending and
review of current income levels;
82. establish opportunities with investment manager and brokers for
directed commission programs;
83. coordinate new-market registrations with advisors and sub-advisors;
84. monitor line of credit arrangement and payment of commitment fees;
85. maintain Trustee payments and monitor deferred compensation
arrangements;
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86. provide Trustees and vendors with Form 1099 information;
87. generate expense proformas for new products;
88. negotiate with vendors to ensure new products are brought in at the
lowest costs;
89. ensure all aspects of new products are operationally ready.
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