Exhibit (b)(2)

                             CDC NVEST FUNDS TRUST I

                 AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS

Article 3 of the By-Laws is hereby replaced in its entirety with the following:

                                    ARTICLE 3
                                    Officers

3.1 Enumeration; Qualification. The officers of the Trust shall be a President,
a Treasurer, a Secretary, a Clerk, and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust may also
have such agents as the Trustees from time to time may in their discretion
appoint. If a Chairman of the Board is elected, he or she shall be a Trustee and
may, but need not be, a Shareholder, and shall be considered an officer of the
Board of Trustees and not of the Trust. Any other officer may be, but none need
be, a Trustee or Shareholder. Any two or more offices may be held by the same
person.

3.2 Election and Tenure. The President, the Treasurer, the Secretary, the Clerk
and such other officers as the Trustees may in their discretion from time to
time elect shall each be elected by the Trustees to serve until his or her
successor is elected or qualified, or until he or she sooner dies, resigns, is
removed or becomes disqualified. Each officer shall hold office and each agent
shall retain authority at the pleasure of the Trustees.

3.3 Powers. Subject to the other provisions of these By-Laws, each officer shall
have, in addition to the duties and powers herein and set forth in the
Declaration of Trust, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.

3.4 President and Vice Presidents. The President shall have the duties and
powers specified in these By-Laws and shall have such other duties and powers as
may be determined by the Trustees.

     Any Vice Presidents shall have such duties and powers as shall be
designated from time to time by the Trustees.

3.5 Chief Executive Officer. The Chief Executive Officer of the Trust shall be
the President or such other officer as is designated as such by the Trustees and
shall, subject to the control of the Trustees, have general charge and
supervision of the business of the Trust.

3.6 Chairman of the Board. If a Chairman of the Board of Trustees is elected, he
or she shall have the duties and powers specified in these By-Laws and shall
have such other duties and

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powers as may be determined by the Trustees. Except as the Trustees shall
otherwise determine, the Chairman will preside at all meetings of the
Shareholders and of the Trustees. Except to the extent the Trustees otherwise
determine, if the Chairman is absent for a meeting of the Board of Trustees or
if there is no Chairman, either the Chairman of the Contract Review and
Governance Committee or the Chairman of the Audit Committee shall preside, as
determined by the Board of Trustees. Except as the Trustees otherwise determine,
if the Chairman is absent for a meeting of the Shareholders, the President of
the Trust or such other officer of the Trust as is designated by the President
shall preside.

3.7 Treasurer. The Treasurer shall be the chief financial and accounting officer
of the Trust, and shall, subject to the provisions of the Declaration of Trust
and to any arrangement made by the Trustees with a custodian, investment adviser
or manager, administrator or transfer, shareholder servicing or similar agent,
be in charge of the valuable papers, books of account and accounting records of
the Trust, and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the President.

3.8 Secretary and Clerk. The Secretary or Clerk shall record all proceedings of
the Shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary or Clerk from any meeting of the Shareholders or Trustees, an
assistant Secretary, or if there be none or if he or she is absent, a temporary
secretary chosen at such meeting shall record the proceedings thereof in the
aforesaid books.

3.9 Chief Legal Officer. The Chief Legal Officer shall, pursuant to Section 307
of the Sarbanes-Oxley Act of 2002, review all reports of potential material
violations of securities laws, breach of fiduciary duty or similar violations
"up the ladder" to the Funds, evaluate the merits of the reports, and direct
investigative next steps as applicable.

3.10 Chief Compliance Officer. The Chief Compliance Officer shall, pursuant to
Rules 38a-1 and 206(4)-7 under the Investment Company Act of 1940 and the
Investment Advisers Act of 1940, respectively, administer the funds' compliance
policies and procedures, oversee the funds' service providers that have their
own compliance officials, keep the Board apprised of significant compliance
events at the funds or its service providers and advise the Board of needed
changes in the funds' compliance program.

3.11 Anti-Money Laundering Officer. The Anti-Money Laundering Officer will
ensure the development of policies, operating procedures, and programs to enable
the transfer agent to carry out its business strategies in compliance with
applicable AML laws and regulations under the Sarbanes-Oxley Act of 2002.

3.12 Resignations; Removals. Any officer may resign at any time by written
instrument signed by him or her and delivered to the Chairman, if any, the
President or the Secretary, or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer with or without cause.



Except to the extent expressly provided in a written agreement with the Trust,
no officer resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or removal, or any
right to damages on account of such removal.

Adopted: August 20, 2004