Execution Copy
Exhibit (h)(1)(iv)
ADDENDUM TO
TRANSFER AGENCY AND SERVICE AGREEMENT
ADDENDUM, entered into this 3rd day of January, 2005 by and among and CDC
NVEST COMPANIES TRUST I ("Companies Trust") and CDC NVEST FUNDS TRUST I, CDC
NVEST FUNDS TRUST II, CDC NVEST FUNDS TRUST III, CDC NVEST FUNDS CASH MANAGEMENT
TRUST (collectively, "CDC Nvest Trusts") and ▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS I and ▇▇▇▇▇▇
▇▇▇▇▇▇ FUNDS II (collectively, "▇▇▇▇▇▇ Trusts," and together with Companies
Trust and CDC Nvest Trusts, the "Funds") and IXIS ASSET MANAGEMENT SERVICES
COMPANY (the "Transfer Agent").
WHEREAS, Companies Trust and Transfer Agent are parties to a Transfer
Agency and Service Agreement dated as of September 1, 2000, as amended by the
First Addendum dated September 12, 2003 and the Second Addendum dated January 1,
2004 ("Companies Trust Agreement"), pursuant to which the Transfer Agent acts as
transfer agent, disbursing agent, and agent in connection with certain other
activities on behalf of Companies Trust;
WHEREAS, CDC Nvest Trusts and Transfer Agent are parties to a Transfer
Agency and Service Agreement dated as of November 1, 1999, as amended by the
First Addendum dated September 12, 2003, the Second Addendum dated January 1,
2004, and the Third Addendum dated July 14, 2004 ("CDC Nvest Trust Agreement"),
pursuant to which the Transfer Agent acts as transfer agent, disbursing agent,
and agent in connection with certain other activities on behalf of the CDC Nvest
Trusts;
WHEREAS, Each of the ▇▇▇▇▇▇ Trusts and Transfer Agent are parties to a
separate Transfer Agency and Service Agreement, each dated as of February 1,
2003, as amended by the First Addendum dated September 12, 2003 and the Second
Addendum dated January 1, 2004 (collectively, "▇▇▇▇▇▇ Trust Agreements", and
together with Companies Trust Agreement and CDC Nvest Trust Agreement, the
"Agreements"), pursuant to which the Transfer Agent acts as transfer agent,
disbursing agent, and agent in connection with certain other activities on
behalf of the ▇▇▇▇▇▇ Trusts;
WHEREAS, the Funds are authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets (each such series, together with all other series subsequently
established by the Funds and made subject to the Agreements in accordance with
Section 17 of the Agreements and in accordance with terms thereof, being
hereinafter referred to as a "Portfolio," and collectively as the "Portfolios");
WHEREAS, the Funds and the Transfer Agent desire to amend Schedule A of
each Agreement to reflect changes in Portfolios;
WHEREAS, the Funds, on behalf of the Portfolios, and the Transfer Agent
desire to amend Schedule 3.1 of the Agreements to reflect changes in fees.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Agreements, pursuant to the terms thereof, as follows:
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1. Terms. Capitalized terms used, but not defined, herein shall have the
meanings given to them in the Agreements.
2. Funds. Schedule A of the Companies Trust Agreement is deleted in its
entirety and replaced with Schedule A - Companies Trust attached hereto.
Schedule A of the CDC Nvest Trust Agreement is deleted in its entirety and
replaced with Schedule A - CDC Nvest Trusts attached hereto. Schedule A of each
▇▇▇▇▇▇ Trust Agreement is deleted in its entirety and replaced with Schedule A -
▇▇▇▇▇▇ Trusts attached hereto.
3. Change in Fees. Schedule 3.1 of the Agreements is deleted in its
entirety and replaced with the Schedule 3.1 attached hereto.
4. Miscellaneous. This Addendum may be executed in any number of
counterparts, each of which shall be considered an original, but all of which
shall together constitute one and the same instrument. All section headings in
this Addendum are solely for convenience of reference, and do not affect the
meaning or interpretation of this Addendum. This Addendum shall have the effect
of amending the Agreements but solely as to the matters set forth herein. All
provisions of the Agreements not deleted, amended or otherwise modified herein
shall remain in full force and effect. In the event of any inconsistency between
this Addendum and the Agreements, this Addendum shall control.
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IN WITNESS WHEREOF, each of the parties has caused this Addendum to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
IXIS ASSET MANAGEMENT SERVICES COMPANY
By:
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
CDC NVEST FUNDS TRUST I
CDC NVEST FUNDS TRUST II
CDC NVEST FUNDS TRUST III
CDC NVEST COMPANIES TRUST I
CDC NVEST CASH MANAGEMENT TRUST
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS II
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS I
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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Schedule A - CDC Nvest Trusts
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CDC Nvest Funds Trust I
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CDC Nvest Star Advisers 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
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CDC Nvest Funds Trust II
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▇▇▇▇▇▇ Associates Large Cap Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Massachusetts Tax Free Income Fund
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CDC Nvest Funds Trust III
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CDC IXIS Moderate Diversified Portfolio
▇▇▇▇▇▇ Associates Focused Value Fund
IXIS Equity Diversified Portfolio
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CDC Nvest Cash Management Trust
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CDC Nvest Cash Management Trust - Money Market Series
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All Portfolios within the CDC Nvest Trusts are Load Funds for purposes of
Schedule 3.1 Fees.
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Schedule A - Companies Trust
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CDC Nvest Companies Trust I
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AEW Real Estate Fund
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All Portfolios within Companies Trust are Load Funds for purposes of
Schedule 3.1 Fees.
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Schedule A - ▇▇▇▇▇▇ Trusts
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▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds I
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▇▇▇▇▇▇ ▇▇▇▇▇▇ Benchmark Core Fund (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Bond Fund (2)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Core Plus Fixed Income Fund (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income Fund (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Global Bond Fund (2)
▇▇▇▇▇▇ ▇▇▇▇▇▇ High Income Opportunities Fund* (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Institutional High Income Fund (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Duration Fixed Income Fund (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Fixed Income Fund (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund (2)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Company Growth Fund (3)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Inflation Protected Securities Fund (3) (formerly, ▇▇▇▇▇▇ ▇▇▇▇▇▇
U.S. Government Securities Fund)
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▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds II
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▇▇▇▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund (2)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Growth Fund (1)
▇▇▇▇▇▇ ▇▇▇▇▇▇ High Income Fund (1)
CDC IXIS International Equity Fund (1) (to be renamed ▇▇▇▇▇▇▇▇▇▇ Foreign Growth
Fund effective 2/1/05)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Bond Fund** (1)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Limited Term Government and Agency Fund (1)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund (1)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Research Fund (1)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund (2)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Strategic Income Fund (1)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax-Managed Equity Fund (2)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Value Fund (2)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Worldwide Fund (2)
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(1) Load Funds for purposes of Schedule 3.1 Fees.
(2) No-Load Funds for purposes of Schedule 3.1 Fees.
(3) Institutional Funds for purposes of Schedule 3.1 Fees.
* With respect to this Fund, paragraph 3 of the Transfer Agency and Service
Agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds I, on behalf of the Fund, and IXIS Asset
Management Services Company ("IXIS Services") is revised to provide that IXIS
Services shall be entitled to reasonable compensation for its services and
expenses as Transfer Agent, but ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. ("▇▇▇▇▇▇
▇▇▇▇▇▇"), the investment adviser to the Fund, and not ▇▇▇▇▇▇ ▇▇▇▇▇▇ Funds I,
shall be responsible for payment of such compensation and expenses relating to
the Fund, as agreed upon by ▇▇▇▇▇▇ ▇▇▇▇▇▇ in separate Letter Agreements dated
March 4, 2004 and January 3, 2005.
**Addendum and Agreement do not include Class J shares of this Fund.
Execution Copy
SCHEDULE 3.1
FEES
Dated as of January 3, 2005
Account Service Fees through December 31, 2005
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LOAD FUNDS (Classes A, B and C)
Equity Funds -- the greater of:
1) Aggregate annual minimum fee of $6,810,922 for all load
equity funds; or
2) Annual account based fee of $25.44 for each open account and
$2.00 for each closed account, aggregated for all load
equity funds
Fixed Income Funds -- the greater of:
1) Aggregate annual minimum fee of $1,739,649 for all load
income funds; or
2) Annual account based fee of $25.25 for each open account and
$2.00 for each closed account, aggregated for all load fixed
income funds
Money Market Funds -- the greater of:
1) Aggregate annual minimum fee of $1,023,934 for all load
money market funds; or
2) Annual account based fee of $27.55 for each open account and
$2.00 for each closed account, aggregated for all load money
market funds
NO-LOAD RETAIL FUNDS; LOAD FUNDS CLASS Y
No-Load Retail Funds and Load Funds Class Y -- the greater of:
1) Aggregate annual minimum fee of $1,016,981 for all no-load
retail funds and load funds Class Y; or
2) Annual account based fee of $25.44 for each open account in
an Equity Fund, $25.25 for each open account in a Fixed
Income Fund, and $2.00 for each closed account (Equity and
Fixed Income Funds), aggregated for all no-load retail funds
and load funds Class Y
INSTITUTIONAL FUNDS
Institutional Funds -- the greater of:
1) Aggregate annual minimum fee of $180,000 for all
Institutional Funds; or
2) Annual account based fee of $25.44 for each open account in
an Equity Fund, $25.25 for each open account in a Fixed
Income Fund, and $2.00 for each closed account (Equity and
Fixed Income Funds), aggregated for all Institutional funds
For ALL FUNDS, there is a monthly Class minimum of $1,500 per Class, per
Fund.
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Both the open and closed account fees shall be billed on a monthly basis, in an
amount equal to 1/12 of the per annum fee. An "open account" means any account
on the books of the Transfer Agent representing record ownership of shares of a
Fund which as of any day of a calendar month has a share balance greater than
zero. If an account is closed during any calendar month, it shall be considered
a "closed account" beginning the first day of the next calendar month and the
Transfer
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Agent may ▇▇▇▇ for such account until such time as the account is
purged from the books of the Transfer Agent.
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▇▇▇ Custodial Fees
Annual Maintenance (payable by shareholders) $20.00/Tax Id Number*
*An additional $15.00 annual fee is charged to SIMPLE ▇▇▇ participants that
choose to maintain manual recordkeeping services.
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Small Account Fees
Annual Fee for below minimum accounts (payable by
shareholders)
$20.00/Account
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Out of Pocket Expenses
Out-of-pocket expenses include, but are not limited to, confirmation statements,
investor statements, postage, audio response, telephone, telecommunication and
line charges, equipment (including imaging equipment and support), record
storage, records retention, transcripts, microfilm, microfiche, disaster
recovery capabilities, checks, forms (including year end forms), wire fees,
mailing and tabulating proxies, sub-transfer agency fees including omnibus
account fees and networking fees, costs associated with certain specialty
products, systems, or services, as applicable (such as retirement plan
recordkeeping, "Investor," "Voice," "FAN," and "Vision", electronic statements
and electronic delivery initiatives), system conversion costs, and any other
expenses incurred at the specific direction of the Fund.
Subject to each party's right to terminate this Agreement pursuant to Section 13
hereof, the Transfer Agent and the Fund agree that the fees set forth in this
Schedule 3.1 shall remain in effect until December 31, 2005. Upon the expiration
of such period, the Transfer Agent and the Fund hereby agree to negotiate in
good faith such changes to this Schedule as they may deem necessary.
Execution Copy
IXIS ASSET MANAGEMENT SERVICES COMPANY
By:
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
CDC NVEST FUNDS TRUST I
CDC NVEST FUNDS TRUST II
CDC NVEST FUNDS TRUST III
CDC NVEST COMPANIES TRUST I
CDC NVEST CASH MANAGEMENT TRUST
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS II
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDS I
By:
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President