SUB-ITEM 77Q1(B) CHARTER AMENDMENT
CDC NVEST FUNDS TRUST II
Amendment No. 14 to Second 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
Second Amended and Restated Agreement and Declaration of Trust, as amended by
Amendments Xx. 0, 0, 0, 0, 0, 0, 0, 0, 9, 10, 11, 12 and 13 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) CDC Nvest Massachusetts Tax
Free Income Fund, (2) CDC Nvest High Income Fund, (3) CDC Nvest
Limited Term U.S. Government Fund, (4) CDC Nvest Short Term Corporate
Income Fund, and (5) CDC Nvest Growth and Income Fund.
The foregoing amendment shall be effective with the Secretary of State
of The Commonwealth of Massachusetts on June 22, 2001.
IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and
for our successors and assigns as of the 11th day of May, 2001.
/s/ Xxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxx X. Xxxxx
----------------------------- -----------------------------------
Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxx /s/ Xxxx X. Xxxxx
----------------------------- -----------------------------------
Xxxxxx X. Xxxx Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx /s/ Xxxx X. Xxxxxx
----------------------------- -----------------------------------
Xxxxxxx X. Xxxxx Xxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxxx
----------------------------- -----------------------------------
Xxxxxxx Xxxxxx Xxxxx X. Xxxx
/s/ Xxxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxxx X. Xxxxx
