Exhibit (a)(2)

                            CDC NVEST FUNDS TRUST II

             Amendment No. 1 to Third Amended and Restated Agreement
                              Declaration of Trust

      The undersigned, being at least a majority of the Trustees of CDC 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
Third Amended and Restated Agreement and Declaration of Trust (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 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, and (4) CDC Nvest Growth and Income Fund.

      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 hands for ourselves and for
our successors and assigns as of the 28th day of February, 2003.


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Graham T. Allison, Jr.              Sandra O. Moose

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Daniel M. Cain                      John A. Shane

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Kenneth J. Cowan                    John T. Hailer

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Richard Darman                      Peter S. Voss

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                                    Pendleton P. White