LOOMIS SAYLES FUNDS II

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 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

AEW REAL ESTATE INCOME FUND

AMENDMENT NO. 2 TO AMENDED AND RESTATED BYLAWS


Article 3, Sections 3.5 3.9 of the By-Laws is hereby replaced with
the following:

3.5	Chairman; President; Vice President; Chief Operating Officer.
Unless the Trustees otherwise provide, the Chairman of the Trustees shall
preside at all meetings of the Trustees.  Unless the Trustees otherwise
provide, the President, or if there is none or in the absence of the
President, such other officer of the Trust as is designated by the
President, shall preside at all meetings of the Shareholders.  Except to
the extent the Trustees otherwise determine, if the Chairman is absent
for a meeting of the Board of Trustees, then the Chairman of the
Contract Review and Governance Committee or the Chairman of the Audit
Committee shall so preside, as determined by the Board of Trustees.

3.6	Treasurer; Assistant 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, sub-adviser or manager,
administrator or sub-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 or required by law.  Any Assistant Treasurer shall have such
duties and powers as may be designated from time to time by the Trustees
or the President.

3.7	Secretary; Assistant Secretary.  The Secretary 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 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.  Any Assistant Secretary shall have such duties and powers as
may be designated from time to time by the Trustees or the President.

3.8	Chief Executive Officer.  The Chief Executive Officer of the Trust
shall be the President or such other officer as is designated by the Trustees
and shall, subject to the control of the Trustees, have general charge and
supervision of the business of the Trust and, except as the Trustees shall
otherwise determine, preside at all meetings of the Shareholders.  If no such
designation is made, the President shall be the Chief Executive Officer.

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