Exhibit (a)(3)
CDC NVEST FUNDS TRUST II
Amendment No. 2 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 No. 1 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) Xxxxxx Xxxxxx Massachusetts
Tax Free Income Fund, and (2) Xxxxxx Associates Growth and Income
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 22nd day of August, 2003.
/s/ Xxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxxx Xxxxxx
------------------------------------ -----------------------------------
Xxxxxx X. Xxxxxxx, Xx. Xxxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxxx
------------------------------------ -----------------------------------
Xxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx
------------------------------------ -----------------------------------
Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxx /s/ Xxxx X. Xxxxx
------------------------------------ -----------------------------------
Xxxxxx X. Xxxx Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxxxx X. Xxxxx
------------------------------------ -----------------------------------
Xxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxx
/s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxx
------------------------------------ -----------------------------------
Xxxxxxx Xxxxx Xxxxx Xxxx
