THIRD ADDENDUM TO
TRANSFER AGENCY AND SERVICE AGREEMENT
ADDENDUM, entered into this 14th day of July, 2004 between CDC NVEST
FUNDS TRUST I, CDC NVEST FUNDS TRUST II, CDC NVEST FUNDS TRUST III, CDC NVEST
CASH MANAGEMENT TRUST, (collectively "CDC Nvest Trusts") and CDC IXIS ASSET
MANAGEMENT SERVICES, INC. (the "Transfer Agent").
WHEREAS, CDC Nvest Trusts and Transfer Agent are parties to a Transfer
Agency and Service Agreement dated as of November 1, 1999, ("CDC Nvest Trust
Agreement") pursuant to which the Transfer Agent acts as transfer agent,
disbursing agent, and agent in connection with certain other activities on
behalf of the CDC Nvest Trusts;
WHEREAS, the Funds are authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets (each such series, together with all other series
subsequently established by the Funds and made subject to the Agreement in
accordance with Section 17 of the Agreement and in accordance with terms
thereof, being hereinafter referred to as a "Portfolio," and collectively as the
"Portfolios");
WHEREAS, the Funds and the Transfer Agent desire to amend Schedule A of
the Agreement to reflect changes in Portfolios;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Agreement, pursuant to the terms thereof, as follows:
1. Terms. Capitalized terms used, but not defined, herein shall
have the meanings given to them in the Agreement.
2. Funds. Schedule A of the CDC Nvest Trust Agreement is deleted in
its entirety and replaced with Schedule A - CDC Nvest Trusts attached hereto.
3. Miscellaneous. This Third Addendum may be executed in any number
of counterparts, each of which shall be considered an original, but all of which
shall together constitute one and the same instrument. All section headings in
this Third Addendum are solely for convenience of reference, and do not affect
the meaning or interpretation of this Third Addendum. This Third Addendum shall
have the effect of amending the Agreement but solely as to the matters set forth
herein. All provisions of the Agreement not deleted, amended or otherwise
modified herein shall remain in full force and effect. In the event of any
inconsistency between this Third Addendum and the Agreement, this Third Addendum
shall control.
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IN WITNESS WHEREOF, each of the parties has caused this Addendum to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
CDC IXIS ASSET MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx
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Title: President
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CDC NVEST FUNDS TRUST I
CDC NVEST FUNDS TRUST II
CDC NVEST FUNDS TRUST III
CDC NVEST CASH MANAGEMENT TRUST
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: President
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Schedule A - CDC Nvest Trusts
CDC NVEST FUNDS TRUST I
CDC Nvest Star Advisers Fund
CDC Nvest Star Growth Fund
CDC Nvest Star Value Fund
CGM Advisor Targeted Equity Fund
Xxxxxxxxxx International Fund
Xxxxxx Xxxxxx Core Plus Bond Fund
Xxxxxx Xxxxxx Government Securities Fund
Xxxxxxx Xxxxxx Small Cap Value Fund
Westpeak Capital Growth Fund
CDC NVEST FUNDS TRUST II
Xxxxxx Associates Large Cap Value Fund
Xxxxxx Xxxxxx Massachusetts Tax Free Income Fund
CDC NVEST FUNDS TRUST III
CDC IXIS Moderate Diversified Portfolio
Xxxxxx Associates Focused Value Fund
CDC NVEST CASH MANAGEMENT TRUST
CDC Nvest Cash Management Trust - Money Market Series
All Portfolios within the CDC Nvest Trusts are Load Funds for purposes of
Schedule 3.1 Fees.
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