Exhibit (d)(2)(ii)
XXXXXX ASSOCIATES FOCUSED VALUE FUND
Amendment No. 1 to the Sub-Advisory Agreement
(Xxxxxx Associates, L.P.)
July 1, 2006
Pursuant to Section 11 of the Sub-Advisory Agreement (the "Agreement") dated
March 15, 2001 among IXIS Advisor Funds Trust III, with respect to its Xxxxxx
Focused Value Fund (the "Series"), IXIS Asset Management Advisors, L.P. (the
"Manager") and Xxxxxx Associates, L.P. (the "Sub-Adviser"), the Agreement is
hereby amended by deleting Section 7 in its entirety 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 0.54% of the average daily
net assets of the Series, (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 Distribution Corporation, 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/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: General Counsel
IXIS ADVISOR FUNDS TRUST III
on behalf of its Xxxxxx Associates Focused ValueFund series
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
