Exhibit (a)(4)

                            CDC NVEST FUNDS TRUST II

         Form of Amendment No. 3 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, as amended by
Amendment Nos. 1 and 2 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 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) Loomis Sayles Massachusetts Tax Free Income Fund,
     and (2) Harris Associates Large Cap Value Fund.

     The foregoing amendment shall be effective as of the time it is filed with
the Secretary 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 27th day of February, 2004.


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Graham T. Allison, Jr.                  Richard Darman


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Edward A. Benjamin                      John T. Hailer


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Robert J. Blanding                      Sandra O. Moose


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Daniel M. Cain                          John A. Shane


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Paul G. Chenault                        Peter Voss


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Kenneth Cowan