EX-99.77Q1

SUB-ITEM 77Q1(a):

Amendment No. 2 to Declaration of Trust
Incorporated by reference to exhibit (a)(3) to post-effective  amendment no. 120
to  Registrant's  registration  statement filed on Form Type 485APOS on November
28, 2003 (Accession No. 0001193125-03-087422).

Amendment No. 3 to Declaration of Trust
Incorporated by reference to exhibit (a)(4) to post effective  amendment no. 123
to Registrant's registration statement filed on Form Type 485BPOS on May 1, 2004
(Accession No. 0001127563-04-000068)

EX-99.77Q1

                         CDC NVEST CASH MANAGEMENT TRUST
                           CDC NVEST COMPANIES TRUST I
                             CDC NVEST FUNDS TRUST I
                            CDC NVEST FUNDS TRUST II
                            CDC NVEST FUNDS TRUST III

                              LOOMIS SAYLES FUNDS I
                             LOOMIS SAYLES FUNDS II

               AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3(D)
                    UNDER THE INVESTMENT COMPANY ACT OF 1940

                         Effective as of February, 2004

Each series of CDC Nvest Cash Management Trust, CDC Nvest Companies Trust I, CDC
Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, Loomis
Sayles Funds I and Loomis Sayles Funds II (each series individually a "Fund" and
such Trusts  collectively  the "Trusts") may from time to time issue one or more
of the  following  classes of shares:  Class A shares,  Class B shares,  Class C
shares, Class J shares, Class Y shares, Admin Class shares,  Institutional Class
shares and Retail Class shares.  Shares of each class of a Fund shall  represent
an equal pro rata  interest in such Fund and,  generally,  shall have  identical
voting,  dividend,   liquidation,   and  other  rights,   preferences,   powers,
restrictions, limitations, qualifications and terms and conditions, except that:
(a) each class shall have a different designation; (b) each class shall bear any
Class  Expenses,  as defined in below;  and (c) each class  shall have  separate
voting rights on any matter  submitted to shareholders in which the interests of
one class differ from the interests of any other class, and shall have exclusive
voting rights on any matter  submitted to  shareholders  that relates  solely to
that class. In addition,  each class is subject to such investment  minimums and
other  conditions  of  eligibility  as are set forth in the Funds'  prospectuses
(including statements of additional information) as from time to time in effect.
The  differences in expenses  among these classes of shares,  and the conversion
and exchange features of each class of shares, are set forth below in this Plan,
which  is  subject  to  change,  to  the  extent  permitted  by  law  and by the
Declaration  of Trust  and  By-Laws  of each  Trust,  by  action of the Board of
Trustees  of each Trust.  CDC Nvest Cash  Management  Trust (the  "Money  Market
Fund") in certain  instances  is treated  differently.  In such  instances,  the
treatment is specifically noted.

INITIAL SALES CHARGE

Class A shares are offered at a public offering price that is equal to their net
asset value  ("NAV") plus a sales  charge of up to 5.75% of the public  offering
price (which maximum may be less for certain  Funds,  as described in the Funds'
prospectuses  as from  time to time in  effect).  The sales  charges  on Class A
shares are subject to  reduction  or waiver as permitted by Rule 22d-1 under the
Investment  Company Act of 1940 (the "1940 Act") and as  described in the Funds'
prospectuses as from time to time in effect.

Prior to December  1, 2000,  Class C shares  were  offered at a public  offering
price equal to their NAV, without an initial sales charge. From December 1, 2000
through January 31, 2004, Class C shares were offered at a public offering price
that was equal to their net asset value  ("NAV") plus a sales charge of 1.00% of
the public  offering price (which maximum may be less for certain Funds,  as was
described in the Funds' then effective  prospectuses  as may have been in effect
from  time to time ).  The  sales  charges  on Class C shares  were  subject  to
reduction  or  waiver  as  permitted  by Rule  22d-1  under  the 1940 Act and as
described in the Funds' then effective  prospectuses  as may have been in effect
from time to time. On and after February 1, 2004,  Class C shares are offered at
a public offering price equal to their NAV, without an initial sales charge.

Class J shares of the Funds are offered at a public offering price that is equal
to their net asset value ("NAV") plus a front end sales charge of up to 3.50% of
the public  offering  price  (which  maximum may be less for certain  Funds,  as
described in the Fund's  prospectus  as from time to time in effect).  The sales
charges on Class J shares are subject to  reduction  or waiver as  permitted  by
Rule 22d-1 under the 1940 Act and as  described  in the Funds'  prospectuses  as
from time to time in effect.

Class B, Class C, Class Y, Admin  Class,  Retail Class and  Institutional  Class
shares are offered at their NAV, without an initial sales charge.

Class A shares of the Money  Market  Fund are  offered at their net asset  value
("NAV"), without an initial sales charge.

CONTINGENT DEFERRED SALES CHARGE

Purchases  of Class A shares of $1 million or more,  purchases of Class C shares
or purchases by certain retirement plans as described in the Funds prospectuses,
that are  redeemed  within one year from  purchase  are subject to a  contingent
deferred  sales charge (a "CDSC") of 1% of either the purchase  price or the NAV
of the  shares  redeemed,  whichever  is  less.  Class  A and C  shares  are not
otherwise subject to a CDSC.

Class B shares that are redeemed  within 6 years from  purchase are subject to a
CDSC of up to 5% (4% for  shares  purchased  prior to May 1, 1997) of either the
purchase  price or the NAV of the  shares  redeemed,  whichever  is  less;  such
percentage  declines the longer the shares are held,  as described in the Funds'
prospectuses  as from  time to time in  effect.  Class B shares  purchased  with
reinvested dividends or capital gain distributions are not subject to a CDSC.

The CDSC on Class A,  Class B and  Class C shares is  subject  to  reduction  or
waiver in certain  circumstances,  as permitted by Rule 6c-10 under the 1940 Act
and as described in the Funds' prospectuses as from time to time in effect.

Class J, Class Y, Admin Class,  Institutional  Class and Retail Class shares are
not subject to any CDSC.

Class A,  Class B and Class C shares of the Money  Market  Fund are  offered  at
their net asset value ("NAV"), without a CDSC.

SERVICE, ADMINISTRATION AND DISTRIBUTION FEES

Class A,  Class B, Class C, Class J,  Admin  Class and Retail  Class  shares pay
distribution  and service fees pursuant to plans adopted  pursuant to Rule 12b-1
under the 1940 Act (the "12b-1 Plans") for such classes. Class A, Class B, Class
C, Class J, Admin Class and Retail Class  shares also bear any costs  associated
with obtaining  shareholder approval of any amendments to a 12b-1 Plan. There is
no 12b-1 Plan for Class Y or Institutional  Class shares.  Amounts payable under
the 12b-1 Plans are subject to such further limitations as the Trustees may from
time to time  determine and as set forth in the  registration  statement of each
Fund as from time to time in effect.

Class A, Class B, Class C, Retail Class  shares each pay,  pursuant to the 12b-1
Plans,  a service  fee of up to .25% per annum of the  average  daily net assets
attributable  to such class (which  percentage may be less for certain Funds, as
described in the Funds' registration statements as from time to time in effect).

Class A shares do not pay a distribution  fee, with the exception that the Class
A shares of Loomis Sayles  Massachusetts  Tax Free Income Fund and Loomis Sayles
Limited  Term  U. S.  Government  Fund  pay,  pursuant  to the  12b-1  Plans,  a
distribution fee of up to .10% per annum of the average daily net assets of such
Fund  attributable  to Class A shares (which  percentage  may be less for either
such Fund,  as described in the Funds'  registration  statements as from time to
time in effect).

Class B and Class C shares pay,  pursuant to the 12b-1 Plans, a distribution fee
of up to .75% per annum of the  average  daily net assets  attributable  to such
class of shares.

Class J shares pay,  pursuant to the 12b-1 Plans,  distribution and service fees
of up to .75% of the average net assets  attributable  to Class J shares  (which
percentage  may  be  less  for  certain  Funds,   as  described  in  the  Funds'
registration statements as from time to time in effect).

Admin Class shares pay,  pursuant to the 12b-1 Plans,  distribution  and service
fees of up to .25% of the average daily net assets  attributable  to Admin class
shares.  In  addition,  Admin Class  shares pay  administrative  fees to certain
financial  intermediaries for providing personal service and account maintenance
for their  customers  who hold Admin  class  shares.  These fees are paid on the
average daily net assets  attributable  to Admin Class shares at the annual rate
stated in the Funds' registration statements as from time to time in effect.

Class A,  Class B and  Class C shares of the  Money  Market  Fund do not pay any
distribution or service fees.

CONVERSION AND EXCHANGE FEATURES

Class B shares  automatically  convert  to Class A shares of the same Fund eight
years  after  purchase,  except  that  Class  B  shares  purchased  through  the
reinvestment of dividends and other  distributions  on Class B shares convert to
Class A shares at the same time as the  shares  with  respect to which they were
purchased are converted.  This  conversion from Class B shares to Class A shares
occurs once per month for all Class B shares  that reach their  eighth year over
the course of that particular month.  Class Y shares of a Fund purchased through
wrap fee programs  offered by certain  broker-dealers  will, upon termination of
the holder's  participation in the wrap fee program and at the discretion of the
broker-dealer,  be converted to Class A shares of the same Fund.  Class A, Class
C, Class Y, Class J, Admin Class,  Institutional Class or Retail Class shares do
not convert to any other class of shares.

To the extent  provided in the  registration  statement of the relevant  Fund as
from time to time in effect, Class A shares of any Fund may be exchanged, at the
holder's  option and  subject to minimum  investment  requirements,  for Class A
shares of any other Fund that  offers  Class A shares  without  the payment of a
sales  charge,  except that if Class A shares of a Fund are exchanged for shares
of a Fund with a higher sales charge,  then the difference in sales charges must
be paid on the  exchange.  The  holding  period  for  determining  any CDSC will
include the holding period of the shares  exchanged.  Class A shares may also be
exchanged for Class A shares of the Money Market Fund, in which case the holding
period for purposes of determining the expiration of the CDSC on such shares, if
any,  will stop and will  resume only when an exchange is made back into Class A
shares of a Fund other than the Money  Market  Fund.  If the Money  Market  Fund
shares received in an exchange are subsequently  redeemed for cash, they will be
subject to a CDSC to the same extent that the shares  exchanged  would have been
subject to a CDSC at the time of the exchange into the Money Market Fund.  Class
A shares of the Money  Market Fund so  purchased  may be  exchanged  for Class A
shares of a Fund without  sales charge or CDSC to the same extent as the Class A
shares  exchanged  for the Money  Market Fund Class A shares  could have been so
exchanged.  The holding  period for  determining  any CDSC for the acquired Fund
shares  will not include the period  during  which the Money  Market Fund shares
were held,  but will include the holding period for the Class A Fund shares that
were  exchanged  for the Money Market Fund  shares.  Class A shares of the Money
Market Fund on which no sales charge was previously paid or for which no holding
period for purposes of  determining  the  applicable  CDSC may be exchanged  for
Class A shares of any other Funds on the basis of relative  net asset value plus
the sales charge  applicable to initial purchases of Class A shares of the other
Fund into  which the  shareholder  is  exchanging,  and the  holding  period for
purposes of determining the CDSC will commence at the time of the exchange.

Class  A  shares  of  a  Fund  acquired  in  connection  with  certain  deferred
compensation  plans offered by New England Life Insurance Company ("NELICO") and
its affiliates to any of their  directors,  senior  officers,  agents or general
agents may be exchanged,  at the holder's option and with the consent of NELICO,
for Class Y shares of the same Fund or for Class Y shares of any other Fund that
offers Class Y shares.

To the extent  provided in the  registration  statement of the relevant  Fund as
from time to time in effect, Class B shares of any Fund may be exchanged, at the
holder's  option and  subject to minimum  investment  requirements,  for Class B
shares of any other Fund that  offers  Class B shares,  without the payment of a
CDSC. The holding period for  determining the CDSC and the conversion to Class A
shares will include the holding period of the shares  exchanged.  Class B shares
of any Fund may also be  exchanged  for Class B shares of the Money Market Fund,
without the payment of a CDSC, in which case the holding  period for purposes of
determining  the  expiration  of the CDSC on such shares,  if any, will stop and
will  resume  only when an  exchange  is made back into Class A shares of a Fund
other than the Money Market Fund. If the Money Market Fund shares received in an
exchange are  subsequently  redeemed for cash, they will be subject to a CDSC to
the same extent that the shares  exchanged  would have been subject to a CDSC at
the time of the exchange  into the Money Market Fund.  If such Money Market Fund
shares are  exchanged  for Class B shares of a Fund other than the Money  Market
Fund,  no CDSC  will  apply to the  exchange,  and the  holding  period  for the
acquired  shares  will  include  the  holding  period  of the  shares  that were
exchanged  for the Money Market Fund shares (but not the period during which the
Money Market Fund shares were held). Class B shares of the Money Market Fund may
be  exchanged  for Class B shares of any other Fund on the basis of relative net
asset value, subject to the CDSC schedule of the Fund acquired.  For purposes of
computing the CDSC payable upon  redemption of shares acquired by such exchange,
and the  conversion of such shares to Class A shares,  the holding period of any
other Fund's  shares that were  exchanged for Class B shares of the Money Market
Fund is  included,  but the  holding  period  of the Class B shares of the Money
Market Fund is not included.

To the extent  provided in the  registration  statement of the relevant  Fund as
from time to time in effect, Class C shares of any Fund may be exchanged, at the
holder's  option and  subject to minimum  investment  requirements,  for Class C
shares of any other Fund that offers Class C shares,  without payment of a CDSC.
The holding period for  determining  the CDSC will include the holding period of
the shares exchanged. Class C shares may also be exchanged for Class C shares of
the Money  Market  Fund  without the payment of a CDSC in which case the holding
period for purposes of determining the expiration of the CDSC on such shares, if
any,  will stop and will  resume only when an exchange is made back into Class C
shares of a Fund.  If the Money  Market Fund shares  received in an exchange are
subsequently  redeemed  for  cash,  they will be  subject  to a CDSC to the same
extent that the shares  exchanged  would have been subject to a CDSC at the time
of the exchange  into the Money Market Fund.  Class C shares of the Money Market
Fund may be  exchanged  for  Class C shares  of any  other  Fund on the basis of
relative net asset  value,  subject to the CDSC  schedule of the Fund  acquired.
Class C shares in accounts of a Money Market Fund that were established prior to
December 1, 2000 or that had  previously  been subject to a sales charge or that
are established after January 31, 2004, may be exchanged for Class C shares of a
Fund without a sales  charge.  Class C shares in accounts of a Money Market Fund
established on or after  December 1, 2000 and through  January 31, 2004 may have
been  exchanged  into Class C shares of a Fund subject to the Fund's  applicable
sales charge and CDSC.

To the extent  provided in the  registration  statement of the relevant  Fund as
from time to time in effect, Class J shares of any Fund may be exchanged, at the
holder's  option and  subject to minimum  investment  requirements,  for Class J
shares of any other Fund that  offers  Class J shares  without  the payment of a
sales charge.

To the extent  provided in the  registration  statement of the relevant  Fund as
from time to time in effect, Class Y shares of any Fund may be exchanged, at the
holder's option and subject to minimum investment requirements,  (i) for Class Y
shares of any other  Fund that  offers  Class Y shares,  (ii) for  Institutional
Class of any other  Fund that  offers  Institutional  Class or (iii) for Class A
shares  of the  Money  Market  Fund  that  does  not  offer  Class Y  shares  or
Institutional Class shares to the general public.

To the extent  provided in the  registration  statement of the relevant  Fund as
from time to time in effect, Admin Class shares of any Fund may be exchanged, at
the holder's option and subject to minimum  investment  requirements,  for Admin
Class  shares of any other Fund that  offers  Admin  Class  shares  without  the
payment of a sales charge.  Admin Class shares may also be exchanged for Class A
shares of the Money Market Fund.

To the extent  provided in the  registration  statement of the relevant  Fund as
from  time to time in  effect,  Institutional  Class  shares  of any Fund may be
exchanged,   at  the   holder's   option  and  subject  to  minimum   investment
requirements,  (i) for Institutional  Class shares of any other Fund that offers
Institutional  Class  shares,  (ii) for Class Y shares  of any  other  Fund that
offers  Class Y shares or (iii) for Class A shares of the Money Market Fund that
does not  offer  Class Y shares or  Institutional  Class  shares to the  general
public.

To the extent  provided in the  registration  statement of the relevant  Fund as
from time to time in effect,  Retail Class shares of any Fund may be  exchanged,
at the  holder's  option and  subject to minimum  investment  requirements,  for
Retail  Class shares of any other Fund that offers  Retail Class shares  without
the payment of a sales  charge.  Retail Class  shares may also be exchanged  for
Class A shares of the Money Market Fund.

All exchanges are subject to the eligibility  requirements or other restrictions
of the Fund to which the shareholder is exchanging.  The Funds reserve the right
to  terminate or limit the exchange  privilege of any  shareholder  deemed to be
engaging in market timing activity as defined in the Funds' prospectuses as from
time to time in effect. The Funds may terminate or change the exchange privilege
at any time upon 60 days' notice to shareholders.

ALLOCATION OF INCOME AND EXPENSES

Each  Class  of  shares  pays  the  expenses   associated   with  its  different
distribution and shareholder servicing arrangements  ("Account Expenses").  Each
class of shares may, at the Trustees' discretion,  also pay a different share of
other  expenses   (together  with  12b-1  fees  and  Account  Expenses,   "Class
Expenses"),  not  including  advisory  fees or  other  expenses  related  to the
management of the Trust's assets,  if these expenses are actually  incurred in a
different amount by that class, or if the class receives services of a different
kind or to a different degree than other classes.

The gross income of each Fund generally  shall be allocated to each class on the
basis of net assets.  To the extent  practicable,  certain  expenses (other than
Class  Expenses as defined above,  which shall be allocated  more  specifically)
shall be subtracted from the gross income on the basis of the net assets of each
class of each Fund. These expenses include:

o    Expenses  incurred  by a Trust  (including,  but not  limited  to,  fees of
     Trustees,  insurance and legal  counsel) not  attributable  to a particular
     Fund or to a particular class of shares of a Fund ("Trust Level Expenses");
     and

o    Expenses incurred by a Fund not attributable to any particular class of the
     Fund's  shares  (for  example,  advisory  fees,  custodial  fees,  or other
     expenses   relating  to  the   management  of  the  Fund's  assets)  ("Fund
     Expenses").

Expenses of a Fund shall be apportioned  to each class of shares  depending upon
the nature of the expense item.  Trust Level Expenses and Fund Expenses shall be
allocated  among the  classes of shares  based on their  relative  net assets in
relation to the net assets of the relevant Trust.  Approved Class Expenses shall
be allocated to the particular class to which they are attributable. However, if
a Class Expense can no longer be attributed to a class,  it will be charged to a
Fund for  allocation  among classes in proportion to the net assets of each such
class. Any additional Class Expenses not specifically identified above which are
subsequently  identified and determined to be properly allocated to one class of
shares shall not be so allocated  until approved by the Board of Trustees of the
Trust in light of the requirements of the 1940 Act and the Internal Revenue Code
of 1986, as amended (the "Code").

Each  Trust  reserves  the  right to  utilize  any other  appropriate  method to
allocate  income and expenses among the classes,  including  those  specified in
Rule 18f-3(c)(1), provided that a majority of the Trustees and a majority of the
Independent  Trustees  determine that the method is fair to the  shareholders of
each class and consistent with the requirements of Rule 18f-3.