Exhibit (11)

                          [LETTERHEAD OF ROPES & GRAY]

                                               March 24, 2003

CDC Nvest Growth and Income Fund
c/o CDC Nvest Funds Trust II
399 Boylston Street
Boston, Massachusetts 02116

      Re:   Registration Statement on Form N-14

Ladies and Gentlemen:

      We have acted as counsel to CDC Nvest Growth and Income Fund (the
"Acquiring Fund"), a series of CDC Nvest Funds Trust II (the "Trust"), in
connection with the Registration Statement of the Trust on Form N-14 (the
"Registration Statement") being filed by the Trust today under the Securities
Act of 1933, as amended (the "Act"), relating to the proposed combination of the
Acquiring Fund with CDC Nvest Balanced Fund (the "Acquired Fund"), a series of
CDC Nvest Funds Trust I (the "Acquired Fund Trust"), and the issuance of shares
of beneficial interest of specified classes of the Acquiring Fund in connection
therewith (the "Shares"), all in accordance with the terms of the Agreement and
Plan of Reorganization by and among the Trust, on behalf of the Acquiring Fund,
and the Acquired Fund Trust, on behalf of the Acquired Fund (the "Agreement and
Plan of Reorganization"), in substantially the form included in the Registration
Statement.

      We have examined the Trust's Agreement and Declaration of Trust and
amendments thereto (collectively, the "Agreement and Declaration of Trust") and
the Trust's By-Laws, as amended. We have also examined such other documents and
records as we have deemed necessary for the purposes of this opinion.

      We have assumed for purposes of this opinion that, prior to the date of
the issuance of the Shares, (1) the shareholders of the Acquired Fund will have
taken all action required of them for the approval of the Agreement and Plan of
Reorganization and (2) the Agreement and Plan of Reorganization will have been
duly executed and delivered by each party thereto.

      Based upon the foregoing, we are of the opinion that:



      1. The Trust is a duly organized and validly existing unincorporated
association with transferable shares under the laws of the Commonwealth of
Massachusetts and is authorized to issue an unlimited number of its shares of
beneficial interest.

      2. When issued in accordance with the Agreement and Plan of
Reorganization, the Shares will be validly issued, fully paid and, except as set
forth in the following paragraph, nonassessable by the Trust.

      The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that a notice of such
disclaimer be given in each note, bond, contract, instrument, certificate or
undertaking entered into or executed by the Trust or its Trustees. The Agreement
and Declaration of Trust provides that in case any shareholder or former
shareholder shall be held to be personally liable solely by reason of his or her
being or having been a shareholder and not because of his or her acts or
omissions or for some other reason, the shareholder or former shareholder (or
his or her heirs, executors, administrators or other legal representatives or,
in the case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets of the series of which he or she
is a shareholder or former shareholder to be held harmless from and indemnified
against all loss and expense arising from such liability. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the particular series of which he or she is a
shareholder would be unable to meet its obligations.

      We understand that this opinion is to be used in connection with the
registration of the Shares for offering and sale pursuant to the Act. We consent
to the filing of this opinion with and as part of the Registration Statement.

                                        Very truly yours,

                                        /s/Ropes & Gray
                                        Ropes & Gray