AMENDMENT AGREEMENT

         AGREEMENT, effective as of July 14, 2004, by and between CDC NVEST
FUNDS TRUST III, a Massachusetts trust (the "Trust") and INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Bank").

         WHEREAS, the Trust and the Bank entered into a Securities Lending
Agency Agreement dated as of May 1, 2002 (the "Securities Lending Agreement");
and

         WHEREAS, the Fund and the Bank desire to amend the Securities Lending
Agreement as set forth below.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:

1.       Amendment of the Securities Lending Agreement.

(A)      The document attached as Schedule V to this Amendment Agreement
         supersedes any and all existing series schedules previously agreed to
         between the Bank and the Trust and shall constitute the Schedule V to
         the Securities Lending Agreement effective the date first noted above.

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         IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
         executed by its duly authorized officer, as the case may be, as of the
         date and year first above written.

INVESTORS BANK & TRUST COMPANY

By:  _________________________________

Name:  _______________________________

Title:  ______________________________

CDC NVEST FUNDS TRUST III

By:  _________________________________

Name:  _______________________________

Title:  ______________________________



                                   Schedule V

                              Loan Ceiling Amounts

      Harris Associates Focused Value Fund                     33 1/3%

      CDC IXIS Moderate Diversified Portfolio                  33 1/3%