Exhibit (b)(3)

                            CDC NVEST FUNDS TRUST II

                 AMENDMENT NO. 2 TO AMENDED AND RESTATED BY-LAWS

The following Article 12 is hereby added to the By-Laws:

ARTICLE 12
Independent Trustees

12.1 Authority to Hire Staff. The Independent Trustees of the Trust shall have
the express authority to hire employees and retain advisers and experts
necessary to assist them in carrying out their duties to the Trust's
shareholders, at the expense of the appropriate Trust.

Adopted: November 19, 2004