DELEGATION AGREEMENT





     AGREEMENT,  dated as of May 1, 2002 by and between  INVESTORS  BANK & TRUST

COMPANY,  a Massachusetts  trust company (the  "Delegate"),  and CDC NVEST FUNDS

TRUST II, a Massachusetts business trust (the "Fund").



     WHEREAS,  pursuant to the  provisions  of Rule 17f-5  under the  Investment

Company Act of 1940,  as amended (the "1940 Act"),  and subject to the terms and

conditions  set forth  herein,  the Board of  Trustees  of the Fund  desires  to

delegate to the Delegate certain responsibilities  concerning Foreign Assets (as

defined  below),  and the Delegate hereby agrees to retain such  delegation,  as

described herein; and



     WHEREAS,  pursuant to the  provisions of Rule 17f-7 under the 1940 Act, and

subject to the terms and conditions  set forth herein,  the Board of Trustees of

the Fund desires to retain the Delegate to provide certain  services  concerning

Foreign  Assets,  and the Delegate  hereby agrees to provide such  services,  as

described herein;



     NOW  THEREFORE,  in  consideration  of  the  premises  and  of  the  mutual

agreements contained herein, the parties hereto agree as follows:



1.       DEFINITIONS



         Capitalized terms in this Agreement have the following meanings:



         a.       AUTHORIZED REPRESENTATIVE



               Authorized  Representative  means any one of the  persons who are

          empowered,  on behalf of the  parties  to this  Agreement,  to receive

          notices from the other party and to send notices to the other party.



         b.       BOARD



                  Board means the Board of Trustees of Fund.



         c.       COUNTRY RISK



               Country Risk means all factors reasonably related to the systemic

          risk of holding Foreign Assets in a particular country including,  but

          not limited to, such country's financial infrastructure (including any

          Securities Depositories operating in such country); prevailing custody

          and settlement  practices;  and laws applicable to the safekeeping and

          recovery of Foreign Assets held in custody.



         d.       ELIGIBLE FOREIGN CUSTODIAN



               Eligible  Foreign  Custodian  has the  meaning  set forth in Rule

          17f-5(a)(1),  but  also  includes,  for  purposes  of this  Agreement,

          foreign  branches of U.S. Banks (as the term "U.S. Bank" is defined in

          Rule 17f-5(a)(7)).



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         e.       FOREIGN  ASSETS



                  Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)



         f.       FOREIGN CUSTODY MANAGER



                  Foreign Custody Manager has the meaning set forth in

                  Rule 17f-5(a)(3).



g.       SECURITIES DEPOSITORY



                  Securities Depository has the meaning set forth in Rule

                  17f-4(a).



         h.       MONITOR



               Monitor  means  to  re-assess  or   re-evaluate,   at  reasonable

          intervals  or  when  otherwise  reasonably   necessary,   a  decision,

          determination  or analysis  previously made, and shall be construed as

          such term may be  construed  pursuant to relevant  positions  publicly

          articulated by the Securities and Exchange Commission or its staff.



2.       REPRESENTATIONS



         a.       DELEGATE'S REPRESENTATIONS



               Delegate  represents  that it is a trust company  chartered under

          the laws of the  Commonwealth of  Massachusetts  and is a U.S. Bank as

          defined in Rule  17f-5(a)(7).  Delegate  further  represents  that the

          persons  executing this Agreement and any amendment or appendix hereto

          on its behalf are duly authorized to so bind the Delegate with respect

          to the subject matter of this Agreement.



         b.       FUND'S REPRESENTATIONS



               Fund  represents  that  the  Board  has  determined  that  it  is

          reasonable  to  rely  on  Delegate  to  perform  the  responsibilities

          described in this Agreement.  Fund further represents that the persons

          executing this  Agreement and any amendment or appendix  hereto on its

          behalf  are duly  authorized  to so bind the Fund with  respect to the

          subject matter of this Agreement.



3.       JURISDICTIONS AND DEPOSITORIES COVERED



         a.       INITIAL JURISDICTIONS AND DEPOSITORIES



               The authority delegated by this Agreement in connection with Rule

          17f-5  applies  only  with  respect  to  Foreign  Assets  held  in the

          jurisdictions listed in APPENDIX A1. Delegate's responsibilities under

          this  Agreement in connection  with Rule 17f-7 apply only with respect

          to the  Securities  Depositories  listed  in  APPENDIX  A2.  Upon  the

          creation of a new  Securities  Depository in any of the  jurisdictions

          listed in APPENDIX A1 at the time of such  creation,  such  Securities

          Depository  will  automatically  be deemed to be listed in APPENDIX A2

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