NVEST FUNDS TRUST III
Amendment No. 4 to the Agreement
and Declaration of Trust
The undersigned, being at least a majority of the Trustees of Nvest Funds
Trust III (the "Trust"), having determined it to be consistent with the fair and
equitable treatment of all shareholders of the Trust, hereby amend the Trust's
Agreement and Declaration of Trust, as amended by Amendments No. 1, 2 and 3
thereto (the "Declaration of Trust"), a copy of which is on file in the office
of the Secretary of State of the Commonwealth of Massachusetts, as follows:
1. The first sentence of Section 6 of Article III of the Declaration of
Trust is hereby amended to read in its entirety as follows:
Without limiting the authority of the Trustees set forth in Section 5,
inter alia, to establish and designate any further Series or classes or to
modify the rights and preferences of an Series or class, each of the
following Series shall be, and is hereby, established and designated as a
Multi-Class Series: (1) Nvest Large Cap Value Fund and (2) Nvest Bullseye
Fund.
The foregoing amendment shall become effective as of the time it is filed
with the Secretary of State of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our
successors and assigns as of the 10th day of November, 2000.
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