Exhibit (h)(2)

                                  SCHEDULE 3.1
                                      FEES

                           DATED AS OF JANUARY 1, 2001

ANNUAL ACCOUNT SERVICE FEES
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     Each Portfolio/Class

          Equity Funds (Classes A, B and C) *-- subject to the greater of the
     basis point fee listed below or the minimum aggregate fee for all equity
     funds within the Nvest Family of Funds (as defined below) of $10.5 million

                  Average Daily Net Assets**                  Fee
                  up to $5.7 billion                          0.184%
                  between $5.7 billion and $10.7 billion      0.180%
                  in excess of $10.7 billion                  0.175%

          Fixed Income Funds (Classes A, B and C) * -- subject to the greater of
     the basis point fee listed below or the minimum aggregate fee for all fixed
     income funds within the Nvest Family of Funds (as defined below) of $1.7
     million

                  Average Daily Net Assets **                 Fee
                  up to $1.2 billion                          0.142%
                  between $1.2 billion and $6.2 billion       0.135%
                  in excess of $6.2 billion                   0.130%

          Money Market Funds (Classes A, B and C) - subject to the greater of
     the basis point fee listed below or the minimum aggregate fee for all money
     market funds within the Nvest Family of Funds (as defined below) of $1.55
     million

                  Average Daily Net Assets **                 Fee
                  up to $650 million                          0.239%
                  between $650 million and $5.65 billion      0.200%
                  in excess of $5.65 billion                  0.195%

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Fees are billable on a monthly basis for the average daily net assets during
each month. Account service fees are the higher of the basis point fees or the
portfolio/class minimum.

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MONTHLY MINIMUMS

         Each Portfolio/Class
                  Equity Funds (Classes A, B and C) *                  $1,500
                  Fixed Income Funds (Classes A, B and C) *            $1,500
                  Money Market Funds (Classes A, B and C)              $1,500
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*Class Y Shares of the Equity and Fixed Income Funds are charged an asset based,
flat fee of 10 basis points.



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**For purposes of calculating average daily net assets each month, all funds
offered within the Nvest Family of Funds for which there are exchange privileges
among the funds are included by fund type (e.g., Equity, Fixed Income, Money
Market), provided, however, the net assets subject to the monthly
portfolio/class minimum shown above are excluded from the net assets subject to
the basis point fee. As of the date hereof, the Nvest Family of Funds consists
of all series within the Nvest Funds Trust I, Nvest Funds Trust II, Nvest Funds
Trust III, Nvest Cash Management Trust, Nvest Tax Exempt Money Market Trust,
Nvest Kobrick Investment Trust, and Nvest Companies Trust I (Nvest AEW Real
Estate Fund only)


IRA CUSTODIAL FEES
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         Annual Maintenance (payable by shareholders)            $15.00/Account

OUT OF POCKET EXPENSES
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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 for a period of one year from the date of
this Agreement. Upon the expiration of such one year period, the Transfer Agent
and the Fund hereby agree to negotiate in good faith such changes to this
Schedule as they may deem necessary.

NVEST FUNDS TRUST I                           NVEST SERVICES COMPANY, INC.
NVEST FUNDS TRUST II
NVEST FUNDS TRUST III
NVEST CASH MANAGEMENT TRUST
NVEST TAX EXEMPT MONEY MARKET TRUST

BY: /S/ JOHN T. HAILER                        BY: /S/ CHRISTOPHER L. WILSON
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   John T. Hailer, President                    Christopher L. Wilson, President