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, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds
I and ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 Except as specifically superseded or modified herein, the terms and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/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS II
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS I
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇▇▇▇ International Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Core Plus Bond Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Government Securities Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
Westpeak Capital Growth Fund
CDC NVEST FUNDS TRUST II
▇▇▇▇▇▇ Associates Large Cap Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Massachusetts Tax Free Income Fund
CDC NVEST FUNDS TRUST III
CDC IXIS Moderate Diversified Portfolio
▇▇▇▇▇▇ 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
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS I
▇▇▇▇▇▇ ▇▇▇▇▇▇ Benchmark Core Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Bond Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Global Bond Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ High Income Opportunities Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Institutional High Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Duration Fixed Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Fixed Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Company Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ US Government Securities Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS II
▇▇▇▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ High Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ International Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Bond Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Limited Term Government and Agency Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Research Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Strategic Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax-Managed Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Worldwide Fund
