Exhibit(g)(1)(iii)

                               AMENDMENT AGREEMENT

     AGREEMENT, effective as of December 1,2004, by and between CDC NVEST FUNDS
TRUST II, (the "Fund") and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust
company (the "Bank").

     WHEREAS, the Fund and the Bank entered into a Custodian Agreement dated as
of May 1, 2002 (and as amended from time to time) (the "Agreement"); and:

     WHEREAS, the Fund and the Bank desire to amend the Agreement as set forth
below.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:

1. Amendment of the Custodian Agreement.

(a)  Section 16, Termination, Paragraph 16.1 is hereby amended by replacing the
     first two sentences of such paragraph 16.1 in their entirety with the
     following:

     "The term of this Agreement shall commence upon the date first noted above
     and continue in full force and effect through and including August 31, 2005
     (the "Initial Term"), unless earlier terminated as provided herein. After
     the expiration of the Initial Term, the term of this Agreement shall
     automatically renew for successive one-year terms (each, a "Renewal Term").
     Notwithstanding the above or any other termination provisions of this
     Agreement, either party may terminate this Agreement, effective as of the
     close of regular business on August 31, 2005 or any date thereafter, by
     providing a written notice of termination to the other party at least
     ninety (90) days prior to the effective date of termination (e.g., for a
     termination effective as of the close of regular business on August 31,
     2005, the non-terminating party must receive written notice of termination
     by June 3, 2005)."

2. Miscellaneous.

a)   Except as amended hereby, the Agreement shall remain in full force and
     effect.

b)   This Amendment may be executed in two or more counterparts, each of which
     shall be deemed an original, but all of which together shall constitute one
     and the same instrument.



IN WITNESS WHEREOF, each party hereto has caused this Amendment Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.

INVESTORS BANK & TRUST COMPANY


By: /s/ Andrew M. Nesvet
    ----------------------------------
Name: Andrew M. Nesvet
Title: Managing Director


CDC NVEST FUNDS TRUST II


By: /s/ Michael Kardok
    ----------------------------------
Name: Michael Kardok
Title: Treasurer