Exhibit (h)(2)(ii)
SECOND AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
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, 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 Schedule B of the
Agreement to reflect the provision by IXIS Advisors of the Chief Compliance
Officer and Senior Compliance Analyst to administer the Funds' Rule 38a-1
Compliance Program.
NOW THEREFORE, in consideration of the premises and covenants contained
herein, IXIS Advisors and the Trusts hereby agree as follows:
1. A new subheading "Rule 38a-1 Compliance Services" is added to Schedule B and
the following description is added under the new subheading:
. Provide the Trusts' Chief Compliance Officer and a Senior Compliance
Analyst to administer the Trusts' Compliance Program required by Rule
38a-1 under the Investment Company Act of 1940.
2. Except as specifically superseded or modified herein, the terms and
provisions of the Agreement shall continue to apply with full force and
effect.
3. 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]
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
