Exhibit (d)(2)(ii)
XXXXXX ASSOCIATES LARGE CAP VALUE FUND
Amendment No. 1 to the Sub-Advisory Agreement
(Xxxxxx Associates L.P.)
July 1, 2005
Pursuant to Section 11 of the Sub-Advisory Agreement (the "Agreement") dated
October 29, 2002 among IXIS Advisor Funds Trust II (formerly, CDC Nvest Funds
Trust II), with respect to its Xxxxxx Associates Large Cap Value Fund series
(the "Series"), IXIS Asset Management Advisors L.P. (formerly, CDC IXIS Asset
Management Advisers, L.P.) (the "Manager") and Xxxxxx Associates L.P. (the
"Sub-Adviser"), the Agreement is hereby amended by deleting Section 7 and
replacing it with the following:
7. Compensation of the Sub-Adviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Sub-Adviser hereunder,
the Sub-Adviser shall be paid at the annual rate of 0.45% of the first $250
million of the average daily net assets of the Series and 0.40% of such assets
in excess of $250 million (or such lesser amount as the Sub-Adviser may from
time to time agree to receive). Such compensation shall be paid by the Trust
(except to the extent that the Trust, the Sub-Adviser and the Manager otherwise
agree in writing from time to time). Such compensation shall be payable monthly
in arrears or at such other intervals, not less frequently than quarterly, as
the Manager is paid by the Series pursuant to the Advisory Agreement.
IXIS ASSET MANAGEMENT ADVISORS, L.P.
By: IXIS Asset Management DistributionCorporation, its general partner
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
XXXXXX ASSOCIATES L.P.
By: Xxxxxx Associates Inc., its general partner
By: /s/ XXXX XXXXX
---------------------------------
Name: Xxxx Xxxxx
Title: President and CEO
IXIS ADVISOR FUNDS TRUST II
On behalf of its Xxxxxx Associates Large Cap ValueFund series
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
