Exhibit (h)(4)

July 14, 2004

CDC Nvest Funds Trust I
CDC Nvest Funds Trust II
CDC Nvest Funds Trust III
399 Boylston Street
Boston, MA 02116

Re: Fee Waiver/Expense Reimbursement

Ladies and Gentlemen:

        CDC IXIS Asset Management Advisers, L.P. notifies you that it will waive
its management fee (and, to the extent necessary, bear other expenses of the
Funds listed below) through April 30, 2005 to the extent that expenses of each
class of a Fund, exclusive of brokerage, interest, taxes and deferred
organizational and extraordinary expenses, would exceed the following annual
rates:

        Name of Fund                                       Expense Cap
        ---------------------------------------     -------------------------

May 1, 2004 through April 30, 2005:

        Harris Associates Focused Value Fund        1.70% for Class A shares
                                                    2.45% for Class B shares
                                                    2.45% for Class C shares

        Harris Associates Large Cap Value Fund      1.30% for Class A shares
                                                    2.05% for Class B shares
                                                    2.05% for Class C shares
                                                    1.05% for Class Y shares

        CDC Nvest Star Growth Fund*                 1.50% for Class A shares
                                                    2.25% for Class B shares
                                                    2.25% for Class C shares

July 14, 2004 through April 30, 2005:

        CDC IXIS Moderate Diversified Portfolio     1.65% for Class A shares
                                                    2.40% for Class C shares

* CDC IXIS Asset Management Advisers, L.P. has also agreed to waive a portion of
its advisory fee so that the effective management fee is 0.90% until April 30,
2005.

        With respect to each Fund, CDC IXIS Asset Management Advisers, L.P.
shall be permitted to recover expenses it has borne subsequent to the effective
date of this agreement (whether through reduction of its management fee or
otherwise) in later



periods to the extent that a Fund's expenses fall below the annual rates set
forth above. Provided, however, that a Fund is not obligated to pay any such
deferred fees more than one year after the end of the fiscal year in which the
fee was deferred.

        During the periods covered by this letter agreement, the expense cap
arrangement set forth above for each of the Funds may only be modified by a
majority vote of the "non-interested" Trustees of the Trusts affected.

        For purposes of determining any such waiver or expense reimbursement,
expenses of the class of the Funds shall not reflect the application of balance
credits made available by the Funds' custodian or arrangements under which
broker-dealers that execute portfolio transactions for the Funds' agree to bear
some portion of Fund expenses.

        We understand and intend that you will rely on this undertaking in
preparing and filing the Registration Statements on Form N-1A for the above
referenced Funds with the Securities and Exchange Commission, in accruing each
Fund's expenses for purposes of calculating its net asset value per share and
for other purposes permitted under Form N-1A and/or the Investment Company Act
of 1940, as amended, and expressly permit you to do so.

                                CDC IXIS Asset Management Advisers, L.P.


                                          By:    /s/ John E. Pelletier
                                                 -------------------------------
                                                 John E. Pelletier


                                          Title: Senior Vice President, General
                                                 Counsel, Secretary & Clerk