Exhibit (h)(12)



September 1, 2001

CDC Nvest Funds Trust I
CDC Nvest Funds Trust II
CDC Nvest Funds Trust III
Boston, MA  02116

Re:  Fee Waiver/Expense Reimbursement

Ladies and Gentlemen:

         CDC IXIS Asset Management Advisers, L.P. notifies you that it will
waive its management fee (and, to the extent necessary, bear other expenses of
the Funds listed below) through the relevant dates listed below to the extent
that expenses of each class of a Fund, exclusive of brokerage, interest, taxes
and deferred organizational and extraordinary expenses, would excess the
following annual rates:


         Name of Fund                                   Expense Cap

MAY 1, 2001-MAY 1, 2002:

         CDC Nvest Bullseye Fund                        1.75% for Class A shares
                                                        2.50% for Class B shares
                                                        2.50% for Class C shares

         CDC Nvest Large Cap Value Fund                 1.50% for Class A shares
                                                        2.25% for Class B shares
                                                        2.25% for Class C shares

         CDC Nvest Massachusetts Tax Free               1.40% for Class A shares
         Income Fund                                    2.05% for Class B shares

         CDC Nvest Short Term Corporate                 0.90% for Class A shares
         Income Fund                                    1.65% for Class B shares
                                                        1.65% for Class C shares
                                                        0.60% for Class Y shares

                                       1




         Name of Fund                                   Expense Cap

NOVEMBER 19, 2001-APRIL 30, 2003:

         CDC Nvest Large Cap Growth Fund                1.40% for Class A shares
                                                        2.15% for Class B shares
                                                        2.15% for Class C shares
                                                        1.15% for Class Y shares

         CDC Nvest Star Growth Fund                     1.50% for Class A shares
                                                        2.25% for Class B shares
                                                        2.25% for Class C shares
                                                        1.25% for Class Y shares

DECEMBER 3, 2001-DECEMBER 31, 2003:

         CDC Nvest Balanced Fund                        0.95% for Class Y shares

DECEMBER 3, 2001-DECEMBER 31, 2004:

         CDC Nvest Jurika & Voyles                      1.50% for Class A shares
         Relative Value Fund                            2.25% for Class B shares
                                                        2.25% for Class C shares
                                                        1.25% for Class Y shares

         CDC Nvest Jurika & Voyles Small Cap            1.50% for Class Y shares
         Growth Fund (formerly CDC Nvest
         Bullseye Fund)

                                       2



         With respect to each Fund, CDC IXIS Asset Management Advisers, L.P.
shall be permitted to recover expenses it has borne subsequent to the effective
date of this agreement (whether through reduction of its management fee or
otherwise) in later periods to the extent that a Fund's expenses fall below the
annual rates set forth above. Provided, however, that a Fund is not obligated to
pay any such deferred fees more than one year after the end of the fiscal year
in which the fee was deferred.

         During the period covered by this letter agreement, the expense cap
arrangement set forth above for each of the Funds may only be modified by a
majority vote of the "non-interested" Trustees of the Trusts affected.

         For purposes of determining any such waiver or expense reimbursement,
expenses of the class of the Funds shall not reflect the application of balance
credits made available by the Funds' custodian or arrangements under which
broker-dealers that execute portfolio transactions for the Funds' agree to bear
some portion of Fund expenses.

         We understand and intend that you will rely on this undertaking in
preparing and filing the Registration Statements on Form N-1A for the above
referenced Funds with the Securities and Exchange Commission, in accruing each
Fund's expenses for purposes of calculating its net asset value per share and
for other purposes permitted under Form N-1A and/or the Investment Company Act
of 1940, as amended, and expressly permit you to do so.

                                        CDC IXIS Asset Management Advisers, L.P.




                                              By: _____________
                                                  John E. Pelletier

                                              Title: Senior Vice President,
                                              General Counsel, Secretary & Clerk