FIRST AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment made as of July 14, 2004, by and between CDC IXIS Asset
Management Services, Inc. ("CIS"), CDC Nvest Funds Trust I, CDC Nvest Funds
Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust, CDC Nvest
Tax Exempt Money Market Trust, CDC Nvest Companies Trust I, Xxxxxx Xxxxxx Funds
I and Xxxxxx Xxxxxx Funds II (collectively, the "Trusts").
WHEREAS, CIS and the Trusts are parties to an Administrative Services
Agreement dated October 1, 2003, (the "Agreement"), governing the terms and
conditions under which CIS provides certain administrative services to the
series of the Trusts; and
WHEREAS, CIS and the Trusts desire to amend Schedule A of the Agreement
to reflect changes in Trust Portfolios;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, CIS and the Trusts hereby agree as follows:
1. Schedule A of the Agreement is deleted in its entirety and replaced with
Schedule A attached hereto.
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 Except as specifically superseded or modified herein, the terms and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.
CDC IXIS ASSET MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Xxxxxxxxxxx X. Xxxxxx, President
CDC NVEST FUNDS TRUST I
CDC NVEST FUNDS TRUST II
CDC NVEST FUNDS TRUST III
CDC NVEST CASH MANAGEMENT TRUST
CDC NVEST TAX EXEMPT MONEY MARKET TRUST
CDC NVEST COMPANIES TRUST I
XXXXXX XXXXXX FUNDS II
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
XXXXXX XXXXXX FUNDS I
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Executive Vice President
SCHEDULE A
TRUST PORTFOLIOS
AS OF: JULY 14, 2004
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
CDC NVEST COMPANIES TRUST I
AEW Real Estate Fund
XXXXXX XXXXXX FUNDS I
Xxxxxx Xxxxxx Benchmark Core Fund
Xxxxxx Xxxxxx Bond Fund
Xxxxxx Xxxxxx Fixed Income Fund
Xxxxxx Xxxxxx Global Bond Fund
Xxxxxx Xxxxxx High Income Opportunities Fund
Xxxxxx Xxxxxx Institutional High Income Fund
Xxxxxx Xxxxxx Intermediate Duration Fixed Income Fund
Xxxxxx Xxxxxx Investment Grade Fixed Income Fund
Xxxxxx Xxxxxx Mid Cap Growth Fund
Xxxxxx Xxxxxx Small Cap Value Fund
Xxxxxx Xxxxxx Small Company Growth Fund
Xxxxxx Xxxxxx US Government Securities Fund
XXXXXX XXXXXX FUNDS II
Xxxxxx Xxxxxx Aggressive Growth Fund
Xxxxxx Xxxxxx Growth Fund
Xxxxxx Xxxxxx High Income Fund
Xxxxxx Xxxxxx International Equity Fund
Xxxxxx Xxxxxx Investment Grade Bond Fund
Xxxxxx Xxxxxx Limited Term Government and Agency Fund
Xxxxxx Xxxxxx Municipal Income Fund
Xxxxxx Xxxxxx Research Fund
Xxxxxx Xxxxxx Small Cap Growth Fund
Xxxxxx Xxxxxx Strategic Income Fund
Xxxxxx Xxxxxx Tax-Managed Equity Fund
Xxxxxx Xxxxxx Value Fund
Xxxxxx Xxxxxx Worldwide Fund
