Exhibit 1(h)

                            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 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 & Voyles 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 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

---------------------------------           ---------------------------------
Graham T. Allison, Jr.                      Sandra O. Moose

---------------------------------           ---------------------------------
Daniel M. Cain                              John A. Shane

---------------------------------           ---------------------------------
Kenneth J. Cowan                            John T. Hailer

---------------------------------           ---------------------------------
Richard Darman                              Peter S. Voss

                                            ---------------------------------
                                            Pendleton P. White