EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
Loomis Sayles Funds II

In planning and performing our audit of the financial statements
of Loomis Sayles Mid Cap Growth Fund, Loomis Sayles Global
Markets Fund, Loomis Sayles Growth Fund, Loomis Sayles High
Income Fund, Loomis Sayles Investment Grade Bond Fund,
Loomis Sayles Limited Term Government and Agency Fund,
Loomis Sayles Research Fund, Loomis Sayles Small Cap
Growth Fund, Loomis Sayles Strategic Income Fund, Loomis
Sayles Value Fund, and Loomis Sayles International Bond Fund,
each a series of Loomis Sayles Funds II (the "Funds") as of and
for the year ended September 30, 2008, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States), we considered the Funds' internal control over
financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the effectiveness of the
Funds' internal control over financial reporting.  Accordingly, we
do not express an opinion on the effectiveness of the Funds'
internal control over financial reporting.

The management of the Funds is responsible for establishing
and maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A fund's internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles.  A fund's internal
control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the funds; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the funds are being made only
in accordance with authorizations of management and trustees of
the funds; and (3)  provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a material effect on
the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing
their assigned functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the Funds' annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Funds' internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  However, we noted
no deficiencies in the Funds' internal control over financial
reporting and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as
defined above as of September 30, 2008.

This report is intended solely for the information and use of
management and the Board of Directors of Trustees of Loomis
Sayles Funds II and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone
other than these specified parties.





PricewaterhouseCoopers LLP
Boston, Massachusetts
November 21, 2008

2

2

EX-99.77D POLICIES

SUB-ITEM 77D(i): Policies with Respect to Security
Investments


Effective August 14, 2008, each Fund may also invest in
swaps (including credit default swaps) and other
derivatives. As a means of limiting the risks associated with
the use of CDS, Loomis Sayles will internally limit the
aggregate notional value of all outstanding CDS used for
non-hedging purposes to 20% of the total assets of a Fund,
as measured at the time of the transaction.

EX-99.77D POLICIES

SUB-ITEM 77D(ii): Policies with Respect to Security
Investments


Effective February 1, 2008, the Loomis Sayles
International Bond Fund changed its status from
"diversified" to "non-diversified" to provide greater
flexibility for the portfolio managers to concentrate the
Fund's assets in a smaller number of issuers, in particular
with respect to foreign governments.

EX-99.77M MERGERS

Exhibit 77M

After the close of business on October 26, 2007, the
Loomis Sayles Value Fund ("Value Fund")
acquired all of the assets and liabilities of Natixis
Value Fund, pursuant to a plan of reorganization
approved by Natixis Value Fund shareholders on
October 12, 2007.  The acquisition was
accomplished by a tax-free exchange of 4,677,827
Class A shares of the Value Fund for 14,004,395
shares of the Natixis Value Fund Class A; 653,035
Class B shares of the Value Fund for 2,297,374
shares of the Natixis Value Fund Class B; and
127,550 Class C shares of the Value Fund for
448,235 shares of the Natixis Value Fund Class C.
Natixis Value Fund net assets at that date of
$122,515,367, including $13,382,872 of net
unrealized appreciation, were combined with those
of the Value Fund.  The aggregate net assets of the
Value Fund immediately before the acquisition
were $200,528,438.  The combined net assets of the
Value Fund immediately following the acquisition
were $323,043,805.

EX-99.77Q1 OTHR EXHB

SUB-ITEM 77Q1(b)(i):
Copies of the text of any proposal described in
answer to sub-item 77D


Use of Credit Default Swaps in certain Loomis
Sayles managed funds.

It was voted that the Officers of the Loomis Sayles
Funds I, Loomis Sayles Funds II, Natixis Funds I and
Natixis Funds II, (the "Trusts"), and each of them, are
hereby authorized to open one or more brokerage
accounts or one or more accounts for trading all types
of commodities, futures, options, swaps, forwards and
related contracts in the name of and on behalf of the
Trusts and Funds, to enter into master agreements
(including without limitation ISDA Master
Agreements) or any other agreements with
counterparties with respect to any such transactions,
as well as schedules and credit support annexes
thereto, and, to the extent consistent with the
applicable investment objectives and restrictions, to
give instructions effecting transactions in securities or
commodities, futures, options, swaps, forwards, other
derivatives and related contracts in such accounts by
the Trusts and/or the Funds and to execute
confirmations or other instruments or documents
evidencing such transactions, and to pledge assets of
the Funds as security for the Funds' obligations with
respect to any such transaction.
Exhibit 77Q1(b)(i)

EX-99.77Q1 OTHR EXHB

SUB-ITEM 77Q1(b)(ii):
Copies of the text of any proposal described in
answer to sub-item 77D


It was voted that the status of the Loomis Sayles
International Bond Fund be changed from
"diversified" to "non-diversified".
Exhibit 77Q1(b)(ii)

EX-99.77Q1 OTHR EXHB

Exhibit 77Q(1)(e)(i)


The Advisory Agreement Addendum No. 2
dated July 1, 2008 between the Registrant, on
behalf of Loomis Sayles Strategic Income Fund,
and Loomis Sayles is incorporated by reference
to exhibit (d)(10)(iii) of post-effective
amendment no. 53 to the Registration Statement
filed on Form Type 485APOS on July 17, 2008
(Accession No. 0001193125-08-152850).

EX-99.77Q1 OTHR EXHB

Exhibit 77Q(1)(g)


Agreement and Plan of Reorganization dated
October 16, 2007 is incorporated by reference to
exhibit (4) of post-effective amendment no. 2 to
the Registration Statement filed on Form N-14 on
November 26, 2007 (Accession No. 0001193125-
07-252999).

EX-99.77Q1 OTHR EXHB

					Exhibit 77(Q)(1)(a)

AMENDED AND RESTATED
BY-LAWS
OF
LOOMIS SAYLES FUNDS II

(September 23, 2008)

ARTICLE 1
Agreement and Declaration
of Trust and Principal Office

1.1	Agreement and Declaration of Trust.  These Amended and Restated By-Laws
 shall
be subject to the First Amended and Restated Agreement and Declaration of Trust,
 as from time
to time in effect (the "Declaration of Trust"), of Loomis Sayles Funds II
(the "Trust"), the
Massachusetts business trust established by the Declaration of Trust.
1.2	Principal Office of the Trust.  The principal office of the Trust shall
 be located in
Boston, Massachusetts.
ARTICLE 2
Meetings of Trustees

2.1	Regular Meetings.  Regular meetings of the Trustees may be held
without call or
notice at such places and at such times as the Trustees may from time to
time determine,
provided that notice of the first regular meeting following any such
determination shall be given
to absent Trustees.
2.2	Special Meetings.  Special meetings of the Trustees may be held,
 at any time and at
any place designated in the call of the meeting, when called by the Chairman
 of the Board, if
any, the President, the Treasurer, any Vice President, the Secretary or
an Assistant Secretary or
by two or more Trustees, with sufficient notice thereof being given to each
 Trustee by the
Secretary or an Assistant Secretary or by the officer or the Trustees
calling the meeting.
2.3	Notice.  It shall be sufficient notice to a Trustee of a special
meeting to send notice
of the time, date and place of such meeting by (a) mail or courier at least
 forty-eight hours in
advance of the meeting; (b) by telegram, telefax, e-mail or by other
electro-mechanical means
addressed to the Trustee at his or her usual or last known business or
residence address (or fax
number or e-mail address as the case may be) at least twenty-four hours
before the meeting; or
(c) to give notice to him or her in person or by telephone at least
twenty-four hours before the
meeting.  Notice of a meeting need not be given to any Trustee if a
written waiver of notice,
executed by him or her before or after the meeting, is filed with the
records of the meeting, or to
any Trustee who attends the meeting without protesting prior thereto or
at its commencement the
lack of notice to him or her.  Except as required by law, neither notice
of a meeting nor a waiver
of a notice need specify the purposes of the meeting.
2.4	Quorum.  At any meeting of the Trustees a majority of the Trustees
 then in office
shall constitute a quorum.  Any meeting may be adjourned from time to time
 by a majority of the
votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as
adjourned without further notice to any Trustee who was present at the time
 of such
adjournment; notice of the time and place of any adjourned session of any
 such meeting shall,
however, be given in a manner provided in Section 2.3 of these By-Laws to
 each Trustee who
was not present at the time of such adjournment.
2.5	Action by Vote.  When a quorum is present at any meeting,
 a majority of Trustees
present may take any action, except when a larger vote is expressly
required by law, by the
Declaration of Trust or by these By-Laws.  Subject to applicable law,
the Trustees by majority
vote may delegate to any one of their number their authority to approve
particular matters or take
particular actions on behalf of the Trust.
2.6	Action by Writing.  Except as required by law, any action required
 or permitted to
be taken at any meeting of the Trustees may be taken without a meeting if
a majority of the
Trustees (or such larger proportion thereof as shall be required by any
express provision of the
Declaration of Trust or these By-Laws) consent to the action in writing and
such written consents
are filed with the records of the meetings of the Trustees.  Such consent
shall be treated for all
purposes as a vote taken at a meeting of Trustees.   Written consents
of the Trustees may be
executed in one or more counterparts.  Execution of a written consent or
waiver and delivery
thereof to the Trust may be accomplished by telefax, e-mail or other
electro-mechanical means.
2.7	Presence through Communications Equipment.  Except as required by
 applicable
law, the Trustees may participate in a meeting of Trustees by means of a
conference telephone or
similar communications equipment by means of which all persons participating
 in the meeting
can hear each other at the same time, and participation by such means shall
 constitute presence in
person at a meeting.
ARTICLE 3
Officers

3.1 	Enumeration; Qualification. The officers of the Trust shall be a
President, a
Treasurer, a Secretary, an Assistant Treasurer, an Assistant Secretary 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 one or more
Chairmen of the Board are elected, each such person 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 and the Secretary,
 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
or the By-Laws shall
otherwise determine or provide, 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.
 If the Trustees determine to
have two or more Co-Chairmen of the Board, the duties of Chairman
(including presiding at
meetings of the Trustees) shall be shared among the Co-Chairmen in
such manner as the
Trustees may from time to time determine.

3.7	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 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.

Any Assistant Treasurer shall have the duties and powers specified
in these By-Laws and may
perform such duties of the Treasurer as the Treasurer or the Trustees
may assign, and, in the
absence of the Treasurer, an Assistant Treasurer may perform all of
the duties of the Treasurer.

3.8 	Secretary; Assistant Secretary. The Secretary or an Assistant
 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 the duties and powers specified in
 these By-Laws and may
perform such duties of the Secretary as the Secretary or the Board of
Trustees may assign, and,
in the absence of the Secretary, an Assistant Secretary may perform all
 of the duties of the
Secretary.

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 and shall
 perform such other duties
as the Board may from time to time determine.

3.10 	Chief Compliance Officer. The Chief Compliance Officer shall,
 pursuant to Rule
38a-1 under the Investment Company Act of 1940, administer the funds'
 compliance policies
and procedures and shall perform such other duties as the Board may
from time to time
determine.

3.11 	Anti-Money Laundering Officer. The Anti-Money Laundering
Officer will
administer the Trust's anti-money laundering compliance activities and
 shall perform such other
duties as the Board may from time to time determine.

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.

ARTICLE 4
Committees

4.1	Quorum; Voting.  Except as provided below or as otherwise
specifically provided in
the resolutions constituting a Committee of the Trustees and providing
 for the conduct of its
meetings or in the charter of such committee adopted by the Trustees,
 a majority of the members
of any Committee of the Trustees shall constitute a quorum for the
transaction of business, and
any action of such a Committee may be taken at a meeting by a vote of
 a majority of the
members present (a quorum being present) or evidenced by one or more
 writings signed by such
a majority.  If a quorum is not otherwise present with respect to a
Committee, the Chair of the
Board of Trustees will be considered a member of the Committee for
 purposes of determining
whether a quorum is present, but will not be considered a member of
 the Committee for purposes
of determining whether any action has been approved by a majority of
 the members present.
Members of a Committee may participate in a meeting of such Committee
 by means of a
conference telephone or other communications equipment by means of
 which all persons
participating in the meeting can hear each other at the same time and
 participation by such means
shall constitute presence in person at a meeting.
Except as specifically provided in the resolutions constituting a
Committee of the Trustees and
providing for the conduct of its meetings or in the charter of such
committee adopted by the
Trustees, Article 2, Section 2.3 of these By-Laws relating to special
 meetings of the Trustees
shall govern the notice requirements for Committee meetings,
provided, however, that such
notice need be given only to the Trustees who are members of such
Committee.

ARTICLE 5
Indemnification

5.1	Trustees, Officers, etc.  The Trust shall indemnify each of
its Trustees and officers
(including persons who serve at the Trust's request as directors, officers
 or Trustees of another
organization in which the Trust has any interest as a shareholder,
creditor or otherwise)
(hereinafter referred to as a "Covered Person") against all liabilities
 and expenses, including but
not limited to amounts paid in satisfaction of judgments, in compromise
 or as fines and penalties,
and counsel fees reasonably incurred by any Covered Person in connection
 with the defense or
disposition of any action, suit or other proceeding, whether civil or
 criminal, before any court or
administrative or legislative body, in which such Covered Person may be
or may have been
involved as a party or otherwise or with which such Covered Person may
 be or may have been
threatened, while in office or thereafter, by reason of any alleged act
 or omission as a Trustee or
officer or by reason of his or her being or having been such a Covered
Person except with respect
to any matter as to which such Covered Person shall have been finally
adjudicated in any such
action, suit or other proceeding not to have acted in good faith in the
 reasonable belief that such
Covered Person's action was in the best interests of the Trust and except
 that no Covered Person
shall be indemnified against any liability to the Trust or its Shareholders
 by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the
conduct of such Covered Person's office.  Expenses, including counsel fees
 so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments,
 in compromise or
as fines or penalties), shall be paid from time to time by the Trust to a
 Trustee who is not an
"interested person" of the Trust and may be paid from time to time by the
 Trust to a Trustee who
is an "interested person" of the Trust or to an officer in advance of the
final disposition of any
such action, suit or proceeding upon receipt of an undertaking by or on behalf
 of such Covered
Person to repay amounts so paid to the Trust if it is ultimately determined
that indemnification of
such expenses is not authorized under this Article, provided, however, that
 either (a) such
Covered Person shall have provided appropriate security for such undertaking,
 (b) the Trust shall
be insured against losses arising from any such advance payments or (c)
 either a majority of the
disinterested Trustees acting on the matter (provided that a majority of
 the disinterested Trustees
then in office act on the matter), or independent legal counsel in a written
 opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
 full trial type inquiry)
that there is reason to believe that such Covered Person will be found entitled
 to indemnification
under this Article.  For purposes of the determination or opinion referred to
in clause (c), the
majority of disinterested Trustees acting on the matter or independent legal
 counsel, as the case
may be, shall afford the Covered Person a rebuttable presumption that the
Covered Person has
not engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties
involved in the conduct of such Covered Person's office.
5.2	Compromise Payment.  As to any matter disposed of (whether by a
compromise
payment, pursuant to a consent decree or otherwise) without an adjudication
 by a court, or by
any other body before which the proceeding was brought, that such Covered
 Person has not acted
in good faith in the reasonable belief that such Covered Person's action
 was in the best interests
of the Trust or is liable to the Trust or its Shareholders by reason of
 willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
 conduct of his or her
office, indemnification shall be provided if (a) approved, after notice that
 it involves such
indemnification, by at least a majority of the disinterested Trustees acting
on the matter
(provided that a majority of the disinterested Trustees then in office act
on the matter) upon a
determination, based upon a review of readily available facts (as opposed
to a full trial type
inquiry) that such Covered Person has acted in good faith in the reasonable
 belief that such
Covered Person's action was in the best interests of the Trust and is not
 liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard
of the duties involved in the conduct of his or her office, or (b) there
has been obtained an
opinion in writing of independent legal counsel, based upon a review of
readily available facts
(as opposed to a full trial type inquiry) to the effect that such Covered
 Person appears to have
acted in good faith in the reasonable belief that such Covered Person's
 action was in the best
interests of the Trust and that such indemnification would not protect
such Covered Person
against any liability to the Trust to which such Covered Person would
 otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties
involved in the conduct of his or her office.  Any approval pursuant to
this Section shall not
prevent the recovery from any Covered Person of any amount paid to such
Covered Person in
accordance with this Section as indemnification if such Covered Person
is subsequently
adjudicated by a court of competent jurisdiction to have been liable to
 the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard
of the duties involved in the conduct of such Covered Person's office.
5.3	Indemnification Not Exclusive.  The right of indemnification
hereby provided shall
not be exclusive of or affect any other rights to which any such Covered
Person may be entitled.
As used in this Article 5, the term "Covered Person" shall include such
 person's heirs, executors
and administrators; and a "disinterested Trustee" is a Trustee who is
 not an "interested person"
of the Trust as defined in Section 2(a)(19) of the Investment Company
Act of 1940 (or exempted
from being an "interested person" by any rule, regulation or order of
 the Securities and Exchange
Commission) and against whom none of the actions, suits or other proceedings
 in question or
another action, suit or other proceeding on the same or similar grounds
 is then or has been
pending.  Nothing contained in this Article shall affect any rights to
 indemnification to which
personnel of the Trust, other than Trustees and officers, and other persons
 may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase
 and maintain liability
insurance on behalf of any such person.

ARTICLE 6
Reports

6.1	General.  The Trustees and officers shall render reports at
the time and in the
manner required by the Declaration of Trust or any applicable law.
Officers shall render such
additional reports as they may deem desirable or as may from time to
time be required by the
Trustees.
ARTICLE 7
Fiscal Year

7.1	General.  The initial fiscal year of the Trust and/or any Series
 thereof shall end on
such date as is determined in advance or in arrears by the Treasurer or
the Trustees and
subsequent fiscal years shall end on such date in subsequent years.
The Trustees shall have the
power and authority to amend the year-end date for the fiscal year of the
 Trust and/or any Series
thereof.  The Trust and any such Series thereof may have different fiscal
 year-end dates if
deemed necessary or appropriate by the Trustees.
ARTICLE 8
Seal

8.1	General.  The seal of the Trust shall consist of a flat-faced die
 with the word
"Massachusetts," together with the name of the Trust and the year of its
 organization cut or

engraved thereon, but, unless otherwise required by the Trustees, the
seal shall not be necessary
to be placed on, and its absence shall not impair the validity of, any
document, instrument or
other paper executed and delivered by or on behalf of the Trust.
ARTICLE 9
Execution of Papers

9.1	General.  Except as the Trustees may generally or in particular
 cases authorize the
execution thereof in some other manner, all checks, notes, drafts and other
 obligations and all
registration statements and amendments thereto and all applications and
amendments thereto to
the Securities and Exchange Commission shall be signed by the Chairman,
if any, the President,
any Vice President, the Treasurer, any Assistant Treasurer, the Secretary,
 any Assistant Secretary
or any of such other officers or agents as shall be designated for that
purpose by a vote of the
Trustees.
ARTICLE 10
Issuance of Share Certificates

10.1	Share Certificates.  In lieu of issuing certificates for shares,
the Trustees or the
transfer agent may either issue receipts therefor or may keep accounts on
the books of the Trust
for the record holders of such shares, who shall in either case be deemed,
 for all purposes
hereunder, to be the holders of certificates for such shares as if they
 had accepted such
certificates and shall be held to have expressly assented and agreed to
 the terms of this Article
10.
The Trustees may at any time authorize the issuance of share certificates.
 In that event, each
shareholder shall be entitled to a certificate stating the number of shares
 owned by him or her, in
such form as shall be prescribed from time to time by the Trustees.  Such
 certificates shall be
signed by the President or any Vice President and by the Treasurer or any
 Assistant Treasurer.
Such signatures may be a facsimile if the certificates are signed by a
transfer agent or registrar,
other than a Trustee, office or employee of the Trust.  In case any officer
 who has signed or
whose facsimile signature has been placed on such certificate shall cease
 to be such officer
before such officer is issued, it may be issued by the Trust with the same
 effect as if he or she
were such officer at the time of its issue.
10.2	Loss of Certificates.  In case of the alleged loss or destruction
 or the mutilation of a
share certificate, a duplicate certificate may be issued in place thereof,
upon such terms as the
Trustees shall prescribe.
10.3	Issuance of New Certificates to Pledgee.  A pledgee of shares
transferred as
collateral security shall be entitled to a new certificate if the instrument
 of transfer substantially
describes the debt or duty that is intended to be secured thereby.  Such
 new certificate shall
express on its face that it is held as collateral security, and the name
of the pledgor shall be stated
thereon, who alone shall be liable as a shareholder and entitled to vote
 thereon.
10.4	Discontinuance of Issuance of Certificates.  The Trustees may at
 any time
discontinue the issuance of share certificates and may, by written notice
 to each shareholder,
require the surrender of share certificates to the Trust for cancellation.
  Such surrender and
cancellation shall not effect the ownership of shares in the Trust.

ARTICLE 11
Provisions Relating to the
Conduct of the Trust's Business

11.1	Determination of Net Income and Net Asset Value Per Share.
The Trustees or any
officer or officers or agent or agents of the Trust designated from time
 to time for this purpose by
the Trustees shall determine at least once daily the net income and the
 value of all the assets
attributable to any class or series of shares of the Trust on each day
on which the New York
Stock Exchange is open for unrestricted trading and at such other times
 as the Trustees shall
designate.  The net income and net asset value per share of each class
and each series of shares of
the Trust shall be determined in accordance with the Investment Company
 Act of 1940 and the
rules and regulations thereunder and any related procedures and/or policies
 of the Trust, or an
officer or officers or agent or agents, as aforesaid, as adopted or
authorized by the Trustees from
time to time.
11.2	Voting Power.  Each whole share shall be entitled to one vote as
 to any matter on
which it is entitled to vote and each fractional share shall be entitled
 to a proportionate fractional
vote.



ARTICLE 12
Shareholders' Voting Powers and Meetings

12.1	Record Dates.  For the purpose of determining the shareholders
 who are entitled to
vote or act at any meeting or any adjournment thereof, or who are entitled
 to receive payment of
any dividend or of any other distribution, the Trustees may from time to
 time fix a time, which
shall be not more than 90 days before the date of any meeting of shareholders
 or the date for the
payment of any dividend or of any distribution, and in such case only
shareholders of record on
such record date shall have the right notwithstanding any transfer of
 shares on the books of the
Trust after the record date; or without fixing such record date the Trustees
 may for any of such
purposes close the register or transfer books for all or any of such period.
ARTICLE 13
Amendments to the By-Laws

13.1	General.  These By-Laws may be amended or repealed, in whole or
in part, by a
majority of the Trustees then in office at any meeting of the Trustees,
 or by written consent in
lieu thereof.
ARTICLE 14
Proxy Instructions

14.1	Proxy Instructions Transmitted by Telephonic or Electronic Means.
  The placing of
a Shareholder's name on a proxy pursuant to telephonic or electronically
 transmitted instructions
obtained pursuant to procedures reasonably designed to verify that such
instructions have been
authorized by such Shareholder shall constitute execution of such proxy
 by or on behalf of such
Shareholder.

2008 A&R Bylaws 092308-LSF II.DOC	-10-



2008 A&R Bylaws 092308-LSF II.DOC

EX-99.77O RULE 10F-3

Exhibit 77O

RULE 10f-3 REPORTING FORM

Name of Adviser/Subadviser:  Loomis, Sayles & Company, LP

Name of Fund:  LS International Bond Fund (B496N7)

Total Net Assets of Fund:  $12,497,990

Issuer:  Credit Suisse London (ISIN XS0381268068)

Underwriter(s) :  See attached

Affiliated Underwriter in the Syndicate:  Natixis

Date of Purchase:  July 29, 2008

Date of Offering:  July 29, 2008

Amount of Purchase :  $8,310,000

Purchase Price:  99.673

Commission or Spread: none


Check that all the following conditions have been met (any exceptions
should be discussed prior
to commitment):

X	The securities are (i) part of an issue registered under the
Securities Act of 1933, (ii)
"municipal securities" as defined under the Securities Exchange
Act of 1934, (iii) sold in
an offering conducted under the laws of a country other than the
 United States subject to
certain requirements, or (iv) exempt from registration under
section 4(2) of the Securities
Act of 1933 or Rules 144A or 501-508 thereunder.

X	The purchase price did not exceed the offering price at the end of
the first business day
after the first day of the offering (or fourth day before termination, if a
rights offering).

X	The underwriting was a firm commitment.

X	The commission, spread or profit was reasonable and fair in relation
 to that being
received by others for underwriting similar securities during a comparable
period of time.

X	In respect of any securities other than municipal securities, the
issuer of such securities
has been in continuous operation for not less than three years (including
operations of
predecessors), or in respect of any municipal securities, the issuer of
such securities has
received an investment grade rating from a nationally recognized statistical
 rating
organization or if the issuer of the municipal securities or entity
supplying the revenues
from which the issues is to be paid has been in continuous operation for
less than three
years (including any predecessors), it has received one of the three
 highest ratings from at
least one such rating service.

X	The amount of securities purchased by all of the Funds advised by
the same investment
adviser or sub-adviser did not exceed 25% of the principal amount of the
 offering.

X	No underwriter which is an affiliate of the Fund's adviser or
sub-adviser was a direct or
indirect participant in, or benefited directly or indirectly from the
 purchase.

X	The purchase was not part of a group sale (or part of the
institutional pot), or otherwise
allocated to the account of an officer, director, member of an advisory
 board, investment
adviser or employee of the Fund or affiliated person thereof.


				   Signed by:	/s/ Jan Sharp
					Date:	8/19/08
























Syndicate
7/29/08

Lead Manager:	Credit Suisse Securities (Europe)

Co-Lead Manager(s):	Banca Akros (Gruppo BPM)
			Bancaja
			Bayerische Lbank Intl Luxembourg
			Caja Madrid
			Citigroup Global Markets Ltd
			Credit Agricole SA
			Dekabank
			Deutsche Bank AG London
			DZ Bank AG
			Erste Bank Group
			ING Bank NV
			Intesa Sanpaolo SpA
			KBC Bank NV
			Natixis
			Oesterreichische Volksbanken AG
			Rabobank International/London
			Raiffeisen Zentralbank Austria/Aus
			Royal Bank of Canada
			SEB Debt Capital Markets
			Standard Chartered PLC
			Svenska Handelsbanken
			Wachovia Bank

  Attach a list of all members in the syndicate.
  Include all purchases made by two or more funds which have the same
investment adviser or sub-adviser.