Exhibit (a)(15)

                              NVEST FUNDS TRUST II

           Amendment No. 13 to Second Amended and Restated Agreement
                              Declaration of Trust

     The  undersigned,  being at least a majority of the Trustees of Nvest Trust
II (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
Second Amended and Restated  Agreement and  Declaration of Trust,  as amended by
Amendments  No.  1,  2,  3, 4, 5,  6,  7,  8,  9,  10,  11 and 12  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 name of the Trust is hereby amended to be "CDC Nvest Funds Trust II."

2.   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 any  Series or class,  each of the
     following  Series shall be, and is hereby,  established and designated as a
     Multi-Class  Series: (1) CDC Nvest  Massachusetts Tax Free Income Fund, (2)
     CDC Nvest High Income  Fund,  (3) CDC Nvest  Limited  Term U.S.  Government
     Fund, (4) CDC Nvest Short Term Corporate  Income Fund, (5) CDC Nvest Growth
     and  Income  Fund,  and (6) CDC  Nvest  Intermediate  Term Tax Free Fund of
     California.

     The foregoing  amendment shall be 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 23rd day of March, 2001.


/S/ GRAHAM T. ALLISON, JR.                            /S/ SANDRA O. MOOSE
--------------------------                            --------------------------
Graham T. Allison, Jr.                                Sandra O. Moose

/S/ DANIEL M. CAIN                                    /S/ JOHN A. SHANE
--------------------------                            --------------------------
Daniel M. Cain                                        John A. Shane

/S/ KENNETH J. COWAN                                  /S/ JOHN T. HAILER
--------------------------                            --------------------------
Kenneth J. Cowan                                      John T. Hailer

/S/ RICHARD DARMAN                                    /S/ PETER S. VOSS
--------------------------                            --------------------------
Richard Darman                                        Peter S. Voss

                                                      /S/ PENDLETON P. WHITE
                                                      --------------------------
                                                      Pendleton P. White