Exhibit (10)(a)(ii)

                        CDC NVEST GROWTH AND INCOME FUND

                      Class B Distribution and Service Plan

      This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class B shares of CDC Nvest Growth and Income Fund (the
"Series"), a series of CDC Nvest Funds Trust II, a Massachusetts business trust
(the "Trust").

      Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CDC IXIS Distributors"), a
Delaware limited partnership which acts as the Principal Distributor of the
Series' shares, or such other entity as shall from time to time act as the
Principal Distributor of the Series' shares (the "Distributor"), a fee (the
"Service Fee") at an annual rate not to exceed 0.25% of the Series' average
daily net assets attributable to the Class B shares. Subject to such limit and
subject to the provisions of Section 7 hereof, the Service Fee shall be as
approved from time to time by (a) the Trustees of the Trust and (b) the
Independent Trustees of the Trust; provided, however, that no Service Fee or
other fee that is a "service fee" as defined in Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (or any
successor provision thereto) as in effect from time to time (the "NASD Rule")
shall be paid, with respect to Class B shares of the Series, to CDC IXIS
Distributors (or to any affiliate of CDC IXIS Distributors, or to any other
person in circumstances where substantially all of the services and functions
relating to the distribution of Class B shares of the Series have been delegated
to, or are being performed by, CDC IXIS Distributors or an affiliate of CDC IXIS
Distributors), under this Plan or otherwise, if the Distribution Fee is
terminated or is reduced below the rate set forth in Section 2. The Service Fee
shall be accrued daily and paid monthly or at such other intervals as the
Trustees shall determine. The Distributor may pay all or any portion of the
Service Fee to securities dealers or other organizations (including, but not
limited to, any affiliate of the Distributor) as service fees pursuant to
agreements with such organizations for providing personal services to investors
in Class B shares of the Series and/or the maintenance of shareholder accounts,
and may retain all or any portion of the Service Fee as compensation for
providing personal services to investors in Class B shares of the Series and/or
the maintenance of shareholder accounts. All payments under this Section 1 are
intended to qualify as "service fees" as defined in the NASD Rule.

      Section 2. Distribution Fee. In addition to the Service Fee, the Trust, on
behalf of the Series, will pay to the Distributor a fee (the "Distribution Fee")
at an annual rate of 0.75% (unless reduced as contemplated by and permitted
pursuant to the next sentence hereof) of the Series' average daily net assets
attributable to the Class B shares in consideration of the services rendered in
connection with the sale of such shares by the Distributor. The Trust will not
terminate the Distribution Fee in respect of Series assets attributable to Class
B shares, or pay such fee at an annual rate of less than 0.75% of the Series'
average daily net assets attributable to the Class B shares, unless it has
ceased, and not resumed, paying the Service Fee (or any other fee that
constitutes a "service fee" as defined in the NASD Rule) to CDC IXIS
Distributors (or to any affiliate of CDC IXIS Distributors, or to any other
person in circumstances where substantially all of the services and functions
relating to the distribution of Class B shares of the Series have been delegated
to, or are being performed by, CDC IXIS Distributors or an affiliate of CDC IXIS
Distributors). Subject to such restriction and subject to the provisions of
Section 7 hereof, the Distribution Fee shall be as approved from time to time by
(a) the Trustees of the Trust and (b) the Independent Trustees of the Trust. The
Distribution Fee shall be accrued daily and paid monthly or at such other
intervals as the Trustees shall determine.


<PAGE>

      The obligation of the Series to pay the Distribution Fee shall terminate
upon the termination of this Plan or the relevant distribution agreement between
the Distributor and the Trust relating to the Series, in accordance with the
terms hereof or thereof, but until any such termination shall not be subject to
any dispute, offset, counterclaim or defense whatsoever (it being understood
that nothing in this sentence shall be deemed a waiver by the Trust or the
Series of its right separately to pursue any claims it may have against the
Distributor and enforce such claims against any assets of the Distributor (other
than its right to be paid the Distribution Fee and to be paid contingent
deferred sales charges)).

      The right of CDC IXIS Distributors to receive the Distribution Fee (but
not the relevant distribution agreement or CDC IXIS Distributor's obligations
thereunder) may be transferred by CDC IXIS Distributors in order to raise funds
which may be useful or necessary to perform its duties as principal underwriter,
and any such transfer shall be effective upon written notice from CDC IXIS
Distributors to the Trust. In connection with the foregoing, the Series is
authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CDC IXIS Distributors.

      The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class B shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class B shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.

      Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.

      Section 4. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.

      Section 5. This Plan may be terminated at any time by vote of a majority
of the Independent Trustees, or by vote of a majority of the outstanding Class B
shares of the Series.

      Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:

      A. That such agreement may be terminated at any time, without payment of
      any penalty, by vote of a majority of the Independent Trustees or by vote
      of a majority of the outstanding Class B shares of the Series, on not more
      than 60 days' written notice to any other party to the agreement; and

      B. That such agreement shall terminate automatically in the event of its
      assignment.

      Section 7. This Plan may not be amended to increase materially the amount
of expenses permitted pursuant to Sections 1 or 2 hereof without approval by a
vote of at least a majority of the outstanding Class B shares of the Series, and
all material amendments of this Plan shall be approved in the manner provided
for continuation of this Plan in Section 3.

      Section 8. As used in this Plan, (a) the term "Independent Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the Act and the rules
and regulations thereunder, and the term "majority of the


                                      -2-
<PAGE>

outstanding Class B shares of the Series" shall mean the lesser of the 67% or
the 50% voting requirements specified in clauses (A) and (B), respectively, of
the third sentence of Section 2(a)(42) of the Act, all subject to such
exemptions as may be granted by the Securities and Exchange Commission.