CDC NVEST FUNDS TRUST III
Amendment No. 7 to the Agreement
and Declaration of Trust
The undersigned, being at least a majority of the Trustees of CDC 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 Nos. 1, 2,
3, 4, 5 and 6 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 a Series or class, each of
the following Series shall be, and is hereby, established and
designated as a Multi-Class Series: (1) CDC Nvest Large Cap Value
Fund; (2) CDC Nvest Jurika & ▇▇▇▇▇▇ Small Cap Growth Fund; (3) CDC
Nvest Equity Research Fund (4) CDC Nvest Mid Cap Growth Fund and (5)
CDC Nvest Select 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 31st day of August, 2001
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