Exhibit (h)(5)

April 30, 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

     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

[* 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 and Clerk