Exhibit a(2)

Loomis Sayles Investment Trust

Amendment No. 1 to Agreement and Declaration of Trust

The undersigned, being at least a majority of the Trustees of Loomis Sayles Investment Trust (the "Trust"), having determined it to be consistent with the fair and equitable treatment of all shareholders of the Trust, hereby amend the Trust's Agreement and Declaration of Trust (the "Declaration of Trust"), a copy of which is on file in the office of the Secretary of the Commonwealth of Massachusetts, as follows:

1. The first sentence of Section 1 of Article I of the Declaration of Trust is hereby amended to read in its entirety as follows:

This Trust shall be known as "Loomis Sayles Funds I", and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.

The foregoing amendment shall be effective as of the time it is filed with the Secretary of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our successors and assigns as of the 12th day of June, 2003.

/s/ Graham Allison                          /s/ Richard Darman
-----------------------------               --------------------------------
Graham Allison - Trustee                    Richard Darman - Trustee

/s/ Edward Benjamin                         /s/ John T. Hailer
-----------------------------               --------------------------------
Edward Benjamin - Trustee                   John T. Hailer - Trustee

/s/ Robert Blanding                         /s/ Sandra O. Moose
-----------------------------               --------------------------------
Robert Blanding - Trustee                   Sandra O. Moose - Trustee

/s/ Daniel M. Cain                          /s/ John A. Shane
-----------------------------               --------------------------------
Daniel M. Cain - Trustee                    John A. Shane - Trustee

/s/ Paul Chenault                           /s/ Pendleton P. White
-----------------------------               --------------------------------
Paul Chenault - Trustee                     Pendleton P. White - Trustee

/s/ Kenneth J. Cowan                        /s/ Peter S. Voss
-----------------------------               --------------------------------
Kenneth J. Cowan - Trustee                  Peter S. Voss - Trustee

/s/ Joseph Alaimo
-----------------------------
Joseph Alaimo - Trustee

Exhibit (d)(9)

LOOMIS SAYLES BOND FUND

ADVISORY AGREEMENT

AGREEMENT made as of this 12/th/ day of September, 2003, by and between Loomis Sayles Funds I, a Massachusetts business trust (the "Trust"), with respect to its Loomis Sayles Bond Fund series (the "Series"), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the "Adviser").

WITNESSETH:

WHEREAS, the Trust and the Adviser wish to enter into an agreement setting forth the terms upon which the Adviser will perform certain services for the Series;

NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows:

1. The Trust hereby employs the Adviser to manage the investment and reinvestment of the assets belonging to the Series and to perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Adviser hereby accepts such employment and agrees, at its own expense, to render the services and to assume the obligations herein set forth, for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

2. In carrying out its obligations to manage the investment and reinvestment of the assets belonging to the Series, the Adviser shall:

(a) obtain and evaluate such economic, statistical and financial data and information and undertake such additional investment research as it shall believe necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Series in accordance with the Series' investment objective and policies;

(b) take such steps as are necessary to implement the investment policies of the Series by purchase and sale of securities, including the placing of orders for such purchase and sale with brokers or dealers selected by the Adviser; and

(c) regularly report to the Board of Trustees with respect to the implementation of the investment policies of the Series.

3. All activities in connection with the management of the affairs of the Series undertaken by the Adviser pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Trustees, any duly constituted committee thereof or any officer of the Trust acting pursuant to like authority.

4. In addition to performing at its expense the obligations set forth in section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own expense or pay the expenses of the Trust for the following:

(a) office space in such place or places as may be agreed upon from time to time, and all necessary office supplies, facilities and equipment;

(b) necessary executive and other personnel for managing the affairs of the Series (exclusive of those related to and to be performed under contract for custodial, transfer, dividend and plan agency services by the entity or entities selected to perform such services and exclusive of any managerial functions described in section 5); and

(c) compensation, if any, of Trustees of the Trust who are directors, officers, partners or employees of the Adviser or any affiliated person (other than a registered investment company) of the Adviser.

5. Except as the Adviser may otherwise agree from time to time, nothing in section 4 hereof shall require the Adviser to bear, or to reimburse the Trust for:

(a) any of the costs of printing and distributing the items referred to in subsection (n) of this section 5;

(b) any of the costs of preparing, printing and distributing sales literature;

(c) compensation of Trustees of the Trust who are not directors, officers, partners or employees of the Adviser or of any affiliated person (other than a registered investment company) of the Adviser;

(d) registration, filing and other fees in connection with requirements of regulatory authorities;

(e) the charges and expenses of the custodian appointed by the Trust for custodial, paying agent, transfer agent and plan agent services;

(f) charges and expenses of independent accountants retained by the Trust;

(g) charges and expenses of any transfer agents and registrars appointed by the Trust;

(h) brokers' commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party;

(i) taxes and fees payable by the Trust to Federal, State or other governmental agencies;

(j) any cost of certificates representing shares of the Series;

(k) legal fees and expenses in connection with the affairs of the Trust including registering and qualifying its shares with Federal and State regulatory authorities;

(l) expenses of meetings of shareholders and Trustees of the Trust;

(m) interest, including interest on borrowings by the Trust;

(n) the cost of services, including services of counsel, required in connection with the preparation of the Trust's registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Trust, and notices and proxy solicitation material furnished to shareholders of the Trust or regulatory authorities; and

(o) the Trust's expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses.

6. The services of the Adviser to the Trust hereunder are not to be deemed exclusive and the Adviser shall be free to render similar services to others, so long as its services hereunder are not impaired thereby.

7. As full compensation for all services rendered, facilities furnished and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser compensation at the annual percentage rate of .60% or such lesser rate as the Adviser may agree to from time to time. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the Trust may from time to time determine and specify in writing to the Adviser. The Adviser hereby acknowledges that the Trust's obligation to pay such compensation is binding only on the assets and property belonging to the Series.

8. If the total of all ordinary business expenses of the Series or the Trust as a whole (including investment advisory fees but excluding taxes and portfolio brokerage commissions) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Series are qualified for sale, the Adviser shall pay any such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Series and the Trust shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Trust or belonging to the Series are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Trust or the Series, as the case may be.

9. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a partner, shareholder, director, officer, employee or agent of, or be otherwise interested in, the Adviser, any affiliated person of the Adviser, any organization in which the Adviser may have an interest or any organization which may have an interest in the

Adviser; that the Adviser, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Partnership Agreement of the Adviser, respectively, or by specific provisions of applicable law.

10. This Agreement shall become effective as of the date of its execution, and

(a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter only so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series, and (ii) by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval;

(b) this Agreement may at any time be terminated on sixty days' written notice to the Adviser either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series;

(c) this Agreement shall automatically terminate in the event of its assignment;

(d) this Agreement may be terminated by the Adviser on ninety days' written notice to the Trust;

(e) if the Adviser requires the Trust or the Series to change its name so as to eliminate all references to the words "Loomis" or "Sayles," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval.

Termination of this Agreement pursuant to this section 10 shall be without payment of any penalty.

11. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Trust shall have been approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purposes of voting on such approval.

12. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have their respective meanings defined in the Investment Company Act of 1940 and the rules

and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. References in this Agreement to any assets, property or liabilities "belonging to" the Series shall have the meaning defined in the Trust's Agreement and Declaration of Trust and By-Laws as amended from time to time.

13. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Adviser shall not be subject to any liability to the Trust, to any shareholder of the Trust or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

LOOMIS SAYLES FUNDS I,
on behalf of its
Loomis Sayles Bond Fund

By: _____________________________
Name: John T. Hailer
Title: Executive Vice President

LOOMIS, SAYLES & COMPANY, L.P.

By: LOOMIS, SAYLES & COMPANY,
INC., its general partner

By: _____________________________
Name:
Title:

A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Trust's Loomis Sayles Bond Fund series on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Series.

Exhibit (d)(10)

LOOMIS SAYLES GLOBAL BOND FUND

ADVISORY AGREEMENT

AGREEMENT made as of this 12/th/ day of September, 2003, by and between Loomis Sayles Funds, a Massachusetts business trust (the "Trust"), with respect to its Loomis Sayles Global Bond Fund series (the "Series"), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the "Adviser").

WITNESSETH:

WHEREAS, the Trust and the Adviser wish to enter into an agreement setting forth the terms upon which the Adviser will perform certain services for the Series;

NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows:

1. The Trust hereby employs the Adviser to manage the investment and reinvestment of the assets belonging to the Series and to perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Adviser hereby accepts such employment and agrees, at its own expense, to render the services and to assume the obligations herein set forth, for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

2. In carrying out its obligations to manage the investment and reinvestment of the assets belonging to the Series, the Adviser shall:

(a) obtain and evaluate such economic, statistical and financial data and information and undertake such additional investment research as it shall believe necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Series in accordance with the Series' investment objective and policies;

(b) take such steps as are necessary to implement the investment policies of the Series by purchase and sale of securities, including the placing of orders for such purchase and sale with brokers or dealers selected by the Adviser; and

(c) regularly report to the Board of Trustees with respect to the implementation of the investment policies of the Series.

3. All activities in connection with the management of the affairs of the Series undertaken by the Adviser pursuant to this Agreement shall at all times be subject to the

supervision and control of the Board of Trustees, any duly constituted committee thereof or any officer of the Trust acting pursuant to like authority.

4. In addition to performing at its expense the obligations set forth in section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own expense or pay the expenses of the Trust for the following:

(a) office space in such place or places as may be agreed upon from time to time, and all necessary office supplies, facilities and equipment;

(b) necessary executive and other personnel for managing the affairs of the Series (exclusive of those related to and to be performed under contract for custodial, transfer, dividend and plan agency services by the entity or entities selected to perform such services and exclusive of any managerial functions described in section 5); and

(c) compensation, if any, of Trustees of the Trust who are directors, officers, partners or employees of the Adviser or any affiliated person (other than a registered investment company) of the Adviser.

5. Except as the Adviser may otherwise agree from time to time, nothing in section 4 hereof shall require the Adviser to bear, or to reimburse the Trust for:

(a) any of the costs of printing and distributing the items referred to in subsection (n) of this section 5;

(b) any of the costs of preparing, printing and distributing sales literature;

(c) compensation of Trustees of the Trust who are not directors, officers, partners or employees of the Adviser or of any affiliated person (other than a registered investment company) of the Adviser;

(d) registration, filing and other fees in connection with requirements of regulatory authorities;

(e) the charges and expenses of the custodian appointed by the Trust for custodial, paying agent, transfer agent and plan agent services;

(f) charges and expenses of independent accountants retained by the Trust;

(g) charges and expenses of any transfer agents and registrars appointed by the Trust;

(h) brokers' commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party;

(i) taxes and fees payable by the Trust to Federal, State or other governmental agencies;

(j) any cost of certificates representing shares of the Series;

(k) legal fees and expenses in connection with the affairs of the Trust including registering and qualifying its shares with Federal and State regulatory authorities;

(l) expenses of meetings of shareholders and Trustees of the Trust;

(m) interest, including interest on borrowings by the Trust;

(n) the cost of services, including services of counsel, required in connection with the preparation of the Trust's registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Trust, and notices and proxy solicitation material furnished to shareholders of the Trust or regulatory authorities; and

(o) the Trust's expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses.

6. The services of the Adviser to the Trust hereunder are not to be deemed exclusive and the Adviser shall be free to render similar services to others, so long as its services hereunder are not impaired thereby.

7. As full compensation for all services rendered, facilities furnished and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser compensation at the annual percentage rate of .60% or such lesser rate as the Adviser may agree to from time to time. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the Trust may from time to time determine and specify in writing to the Adviser. The Adviser hereby acknowledges that the Trust's obligation to pay such compensation is binding only on the assets and property belonging to the Series.

8. If the total of all ordinary business expenses of the Series or the Trust as a whole (including investment advisory fees but excluding taxes and portfolio brokerage commissions) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Series are qualified for sale, the Adviser shall pay any such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Series and the Trust shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Trust or belonging to the Series are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Trust or the Series, as the case may be.

9. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a partner, shareholder, director, officer, employee or agent of, or be otherwise interested in, the Adviser, any affiliated person of the Adviser, any organization in which the Adviser may have an interest or any organization which may have an interest in the Adviser; that the Adviser, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Partnership Agreement of the Adviser, respectively, or by specific provisions of applicable law.

10. This Agreement shall become effective as of the date of its execution, and

(a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter only so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series, and (ii) by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval;

(b) this Agreement may at any time be terminated on sixty days' written notice to the Adviser either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series;

(c) this Agreement shall automatically terminate in the event of its assignment;

(d) this Agreement may be terminated by the Adviser on ninety days' written notice to the Trust;

(e) if the Adviser requires the Trust or the Series to change its name so as to eliminate all references to the words "Loomis" or "Sayles," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval.

Termination of this Agreement pursuant to this section 10 shall be without payment of any penalty.

11. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Trust shall have been approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purposes of voting on such approval.

12. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have their respective meanings defined in the Investment Company Act of 1940 and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. References in this Agreement to any assets, property or liabilities "belonging to" the Series shall have the meaning defined in the Trust's Agreement and Declaration of Trust and By-Laws as amended from time to time.

13. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Adviser shall not be subject to any liability to the Trust, to any shareholder of the Trust or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

LOOMIS SAYLES FUNDS I,
on behalf of its
Loomis Sayles Global Bond Fund

By: ______________________________
Name: John T. Hailer
Title: Executive Vice President

LOOMIS, SAYLES & COMPANY, L.P.

By: LOOMIS, SAYLES & COMPANY,
INC., its general partner

By: ______________________________
Name:
Title:

A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Trust's Loomis Sayles Global Bond Fund series on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Series.

Exhibit (d)(11)

LOOMIS SAYLES SMALL CAP VALUE FUND

ADVISORY AGREEMENT

AGREEMENT made as of this 12/th/ day of September, 2003, by and between Loomis Sayles Funds I, a Massachusetts business trust (the "Trust"), with respect to its Loomis Sayles Small Cap Value Fund series (the "Series"), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the "Adviser").

WITNESSETH:

WHEREAS, the Trust and the Adviser wish to enter into an agreement setting forth the terms upon which the Adviser will perform certain services for the Series;

NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows:

1. The Trust hereby employs the Adviser to manage the investment and reinvestment of the assets belonging to the Series and to perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Adviser hereby accepts such employment and agrees, at its own expense, to render the services and to assume the obligations herein set forth, for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

2. In carrying out its obligations to manage the investment and reinvestment of the assets belonging to the Series, the Adviser shall:

(a) obtain and evaluate such economic, statistical and financial data and information and undertake such additional investment research as it shall believe necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Series in accordance with the Series' investment objective and policies;

(b) take such steps as are necessary to implement the investment policies of the Series by purchase and sale of securities, including the placing of orders for such purchase and sale with brokers or dealers selected by the Adviser; and

(c) regularly report to the Board of Trustees with respect to the implementation of the investment policies of the Series.

3. All activities in connection with the management of the affairs of the Series undertaken by the Adviser pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Trustees, any duly constituted committee thereof or any officer of the Trust acting pursuant to like authority.

4. In addition to performing at its expense the obligations set forth in section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own expense or pay the expenses of the Trust for the following:

(a) office space in such place or places as may be agreed upon from time to time, and all necessary office supplies, facilities and equipment;

(b) necessary executive and other personnel for managing the affairs of the Series (exclusive of those related to and to be performed under contract for custodial, transfer, dividend and plan agency services by the entity or entities selected to perform such services and exclusive of any managerial functions described in section 5); and

(c) compensation, if any, of Trustees of the Trust who are directors, officers, partners or employees of the Adviser or any affiliated person (other than a registered investment company) of the Adviser.

5. Except as the Adviser may otherwise agree from time to time, nothing in section 4 hereof shall require the Adviser to bear, or to reimburse the Trust for:

(a) any of the costs of printing and distributing the items referred to in subsection (n) of this section 5;

(b) any of the costs of preparing, printing and distributing sales literature;

(c) compensation of Trustees of the Trust who are not directors, officers, partners or employees of the Adviser or of any affiliated person (other than a registered investment company) of the Adviser;

(d) registration, filing and other fees in connection with requirements of regulatory authorities;

(e) the charges and expenses of the custodian appointed by the Trust for custodial, paying agent, transfer agent and plan agent services;

(f) charges and expenses of independent accountants retained by the Trust;

(g) charges and expenses of any transfer agents and registrars appointed by the Trust;

(h) brokers' commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party;

(i) taxes and fees payable by the Trust to Federal, State or other governmental agencies;

(j) any cost of certificates representing shares of the Series;

(k) legal fees and expenses in connection with the affairs of the Trust including registering and qualifying its shares with Federal and State regulatory authorities;

(l) expenses of meetings of shareholders and Trustees of the Trust;

(m) interest, including interest on borrowings by the Trust;

(n) the cost of services, including services of counsel, required in connection with the preparation of the Trust's registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Trust, and notices and proxy solicitation material furnished to shareholders of the Trust or regulatory authorities; and

(o) the Trust's expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses.

6. The services of the Adviser to the Trust hereunder are not to be deemed exclusive and the Adviser shall be free to render similar services to others, so long as its services hereunder are not impaired thereby.

7. As full compensation for all services rendered, facilities furnished and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser compensation at the annual percentage rate of .75% or such lesser rate as the Adviser may agree to from time to time. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the Trust may from time to time determine and specify in writing to the Adviser. The Adviser hereby acknowledges that the Trust's obligation to pay such compensation is binding only on the assets and property belonging to the Series.

8. If the total of all ordinary business expenses of the Series or the Trust as a whole (including investment advisory fees but excluding taxes and portfolio brokerage commissions) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Series are qualified for sale, the Adviser shall pay any such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Series and the Trust shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Trust or belonging to the Series are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Trust or the Series, as the case may be.

9. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a partner, shareholder, director, officer, employee or agent of, or be otherwise interested in, the Adviser, any affiliated person of the Adviser, any organization in which the Adviser may have an interest or any organization which may have an interest in the

Adviser; that the Adviser, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Partnership Agreement of the Adviser, respectively, or by specific provisions of applicable law.

10. This Agreement shall become effective as of the date of its execution, and

(a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter only so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series, and (ii) by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval;

(b) this Agreement may at any time be terminated on sixty days' written notice to the Adviser either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series;

(c) this Agreement shall automatically terminate in the event of its assignment;

(d) this Agreement may be terminated by the Adviser on ninety days' written notice to the Trust;

(e) if the Adviser requires the Trust or the Series to change its name so as to eliminate all references to the words "Loomis" or "Sayles," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval.

Termination of this Agreement pursuant to this section 10 shall be without payment of any penalty.

11. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Trust shall have been approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purposes of voting on such approval.

12. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have their respective meanings defined in the Investment Company Act of 1940 and the rules

and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. References in this Agreement to any assets, property or liabilities "belonging to" the Series shall have the meaning defined in the Trust's Agreement and Declaration of Trust and By-Laws as amended from time to time.

13. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Adviser shall not be subject to any liability to the Trust, to any shareholder of the Trust or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

LOOMIS SAYLES FUNDS I,
on behalf of its
Loomis Sayles Small Cap Value Fund

By: _____________________________
Name: John T. Hailer
Title: Executive Vice President

LOOMIS, SAYLES & COMPANY, L.P.

By: LOOMIS, SAYLES & COMPANY,
INC., its general partner

By: _____________________________
Name:
Title:

A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Trust's Loomis Sayles Small Cap Value Fund series on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Series.

Exhibit (d)(12)

LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND

ADVISORY AGREEMENT

AGREEMENT made as of this 12/th/ day of September, 2003, by and between Loomis Sayles Funds I, a Massachusetts business trust (the "Trust"), with respect to its Loomis Sayles U.S. Government Securities Fund series (the "Series"), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the "Adviser").

WITNESSETH:

WHEREAS, the Trust and the Adviser wish to enter into an agreement setting forth the terms upon which the Adviser will perform certain services for the Series;

NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows:

1. The Trust hereby employs the Adviser to manage the investment and reinvestment of the assets belonging to the Series and to perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Adviser hereby accepts such employment and agrees, at its own expense, to render the services and to assume the obligations herein set forth, for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

2. In carrying out its obligations to manage the investment and reinvestment of the assets belonging to the Series, the Adviser shall:

(a) obtain and evaluate such economic, statistical and financial data and information and undertake such additional investment research as it shall believe necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Series in accordance with the Series' investment objective and policies;

(b) take such steps as are necessary to implement the investment policies of the Series by purchase and sale of securities, including the placing of orders for such purchase and sale with brokers or dealers selected by the Adviser; and

(c) regularly report to the Board of Trustees with respect to the implementation of the investment policies of the Series.

3. All activities in connection with the management of the affairs of the Series undertaken by the Adviser pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Trustees, any duly constituted committee thereof or any officer of the Trust acting pursuant to like authority.

4. In addition to performing at its expense the obligations set forth in section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own expense or pay the expenses of the Trust for the following:

(a) office space in such place or places as may be agreed upon from time to time, and all necessary office supplies, facilities and equipment;

(b) necessary executive and other personnel for managing the affairs of the Series (exclusive of those related to and to be performed under contract for custodial, transfer, dividend and plan agency services by the entity or entities selected to perform such services and exclusive of any managerial functions described in section 5); and

(c) compensation, if any, of Trustees of the Trust who are directors, officers, partners or employees of the Adviser or any affiliated person (other than a registered investment company) of the Adviser.

5. Except as the Adviser may otherwise agree from time to time, nothing in section 4 hereof shall require the Adviser to bear, or to reimburse the Trust for:

(a) any of the costs of printing and distributing the items referred to in subsection (n) of this section 5;

(b) any of the costs of preparing, printing and distributing sales literature;

(c) compensation of Trustees of the Trust who are not directors, officers, partners or employees of the Adviser or of any affiliated person (other than a registered investment company) of the Adviser;

(d) registration, filing and other fees in connection with requirements of regulatory authorities;

(e) the charges and expenses of the custodian appointed by the Trust for custodial, paying agent, transfer agent and plan agent services;

(f) charges and expenses of independent accountants retained by the Trust;

(g) charges and expenses of any transfer agents and registrars appointed by the Trust;

(h) brokers' commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party;

(i) taxes and fees payable by the Trust to Federal, State or other governmental agencies;

(j) any cost of certificates representing shares of the Series;

(k) legal fees and expenses in connection with the affairs of the Trust including registering and qualifying its shares with Federal and State regulatory authorities;

(l) expenses of meetings of shareholders and Trustees of the Trust;

(m) interest, including interest on borrowings by the Trust;

(n) the cost of services, including services of counsel, required in connection with the preparation of the Trust's registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Trust, and notices and proxy solicitation material furnished to shareholders of the Trust or regulatory authorities; and

(o) the Trust's expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses.

6. The services of the Adviser to the Trust hereunder are not to be deemed exclusive and the Adviser shall be free to render similar services to others, so long as its services hereunder are not impaired thereby.

7. As full compensation for all services rendered, facilities furnished and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser compensation at the annual percentage rate of .30% or such lesser rate as the Adviser may agree to from time to time. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the Trust may from time to time determine and specify in writing to the Adviser. The Adviser hereby acknowledges that the Trust's obligation to pay such compensation is binding only on the assets and property belonging to the Series.

8. If the total of all ordinary business expenses of the Series or the Trust as a whole (including investment advisory fees but excluding taxes and portfolio brokerage commissions) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Series are qualified for sale, the Adviser shall pay any such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Series and the Trust shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Trust or belonging to the Series are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Trust or the Series, as the case may be.

9. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a partner, shareholder, director, officer, employee or agent of, or be otherwise interested in, the Adviser, any affiliated person of the Adviser, any organization in which the Adviser may have an interest or any organization which may have an interest in the

Adviser; that the Adviser, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Partnership Agreement of the Adviser, respectively, or by specific provisions of applicable law.

10. This Agreement shall become effective as of the date of its execution, and

(a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter only so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series, and (ii) by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval;

(b) this Agreement may at any time be terminated on sixty days' written notice to the Adviser either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series;

(c) this Agreement shall automatically terminate in the event of its assignment;

(d) this Agreement may be terminated by the Adviser on ninety days' written notice to the Trust;

(e) if the Adviser requires the Trust or the Series to change its name so as to eliminate all references to the words "Loomis" or "Sayles," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval.

Termination of this Agreement pursuant to this section 10 shall be without payment of any penalty.

11. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Trust shall have been approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purposes of voting on such approval.

12. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have their respective meanings defined in the Investment Company Act of 1940 and the rules

and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. References in this Agreement to any assets, property or liabilities "belonging to" the Series shall have the meaning defined in the Trust's Agreement and Declaration of Trust and By-Laws as amended from time to time.

13. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Adviser shall not be subject to any liability to the Trust, to any shareholder of the Trust or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

LOOMIS SAYLES FUNDS I,
on behalf of its
Loomis Sayles U.S. Government Securities
Fund

By: _____________________________
Name: John T. Hailer
Title: Executive Vice President

LOOMIS, SAYLES & COMPANY, L.P.

By: LOOMIS, SAYLES & COMPANY,
INC., its general partner

By: _____________________________
Name:
Title:

A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Trust's Loomis Sayles U.S. Government Securities Fund series on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Series.

Exhibit (e)(1)

LOOMIS SAYLES FUNDS I

Distribution Agreement

AGREEMENT made this 1/st/ day of July 2003 by and between LOOMIS SAYLES FUNDS I, a Massachusetts business trust (the "Trust"), on behalf of its LOOMIS SAYLES BENCHMARK CORE BOND FUND, LOOMIS SAYLES CORE PLUS FIXED INCOME FUND, LOOMIS SAYLES FIXED INCOME FUND, LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND, LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND, LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND, LOOMIS SAYLES MID CAP GROWTH FUND, LOOMIS SAYLES SMALL COMPANY GROWTH FUND and LOOMIS SAYLES TAX-MANAGED EQUITY FUND (each, and collectively, the "Series") and CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P., a Delaware limited partnership (the "Distributor").

W I T N E S S E T H:

NOW, THEREFORE, in consideration of the premises and covenants hereinafter contained, the Trust and the Distributor agree as follows:

1. Distributor. The Trust hereby appoints the Distributor as general distributor of shares of beneficial interest of each Series ("Series shares") during the term of this Agreement. The Trust reserves the right, however, to refuse at any time or times to sell any Series shares hereunder for any reason deemed adequate by the Board of Trustees of the Trust.

2. Sale and Payment. Under this agreement, the following provisions shall apply with respect to the sale of and payment for Series shares:

(a) The Distributor shall have the right, as principal, to purchase Series shares from the Trust at their net asset value and to sell such shares to the public against orders therefor at the applicable public offering price, as defined in Section 3 hereof. The Distributor shall also have the right, as principal, to sell shares to dealers against orders therefor at the public offering price less a concession determined by the Distributor.

(b) Prior to the time of delivery of any shares by the Trust to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in Boston or New York clearing house funds equal to the applicable net asset value of such shares. The Distributor shall retain so much of any sales charge or underwriting discount as is not allowed by it as a concession to dealers.

3. Public Offering Price. The public offering price shall be the net asset value of Series shares, plus any applicable sales charge, all as set forth in the current prospectus and statement of additional information ("prospectus") of the Trust relating to the Series shares. In no event shall the public offering price exceed 1000/935 of such net asset value, and in no event shall any applicable sales charge or underwriting discount exceed 6.5% of the public offering price. The net asset value of Series shares shall be determined in accordance with the provisions of the agreement and declaration of trust and by-laws of the Trust and the current prospectus of the Trust relating to the Series shares.

4. Trust Issuance of Series Shares. The delivery of Series shares shall be made promptly by a credit to a shareholder's open account for the Series or by delivery of a share certificate. The Trust reserves the right (a) to issue Series shares at any time directly to the shareholders of the Series as a stock dividend or stock split, (b) to issue to such shareholders shares of the Series, or rights to subscribe to shares of the Series, as all or part of any dividend that may be distributed to shareholders of the Series or as all or part of any optional or alternative dividend that may be distributed to shareholders of the Series, and (c) to sell Series shares in accordance with the current applicable prospectus of the Trust relating to the Series shares.

5. Redemption or Repurchase. The Distributor shall act as agent for the Trust in connection with the redemption or repurchase of Series shares by the Trust to the extent and upon the terms and conditions set forth in the current applicable prospectus of the Trust relating to the Series shares, and the Trust agrees to reimburse the Distributor, from time to time upon demand, for any reasonable expenses incurred in connection with such redemptions or repurchases.

6. Undertaking Regarding Sales. The Distributor shall use reasonable efforts to sell Series shares but does not agree hereby to sell any specific number of Series shares and shall be free to act as distributor of the shares of other investment companies. Series shares will be sold by the Distributor only against orders therefor. The Distributor shall not purchase Series shares from anyone except in accordance with Sections 2 and 5 and shall not take "long" or "short" positions in Series shares contrary to the agreement and declaration of trust or by-laws of the Trust.

7. Compliance. The Distributor shall conform to the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") and the sale of securities laws of any jurisdiction in which it sells, directly or indirectly, any Series shares. The Distributor agrees to make timely filings, with the Securities and Exchange Commission in Washington, D.C. (the "SEC"), the NASD and such other regulatory authorities as may be required, of any sales literature relating to the Series and intended for distribution to prospective investors. The Distributor also agrees to furnish to the Trust sufficient copies of any agreements or plans it intends to use in connection with any sales of Series shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use (which the Trust agrees to use its best efforts to do as expeditiously as reasonably possible), and not to use them until so filed and cleared.

8. Registration and Qualification of Series Shares. The Trust agrees to execute such papers and to do such acts and things as shall from time to time be reasonably requested by the Distributor for the purpose of qualifying and maintaining qualification of the Series shares for sale under the so-called Blue Sky Laws of any state or for maintaining the registration of the Trust and of the Series shares under the federal Securities Act of 1933 and the federal Investment Company Act of 1940 (the "1940 Act"), to the end that there will be available for sale from time to time such number of Series shares as the Distributor may reasonably be expected to sell. The Trust shall advise the Distributor promptly of (a) any action of the SEC or any authorities of any state or territory, of which it may be advised, affecting registration or qualification of the Trust or the Series shares, or rights to offer Series shares for sale, and
(b) the happening of any event which makes untrue any statement or which requires the making of any change in the Trust's registration statement or its prospectus relating to the Series shares in order to make the statements therein not misleading.

9. Distributor Independent Contractor. The Distributor shall be an independent contractor and neither the Distributor nor any of its officers or employees as such is or shall be an employee of the Trust. The Distributor is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

10. Expenses Paid by Distributor. While the Distributor continues to act as agent of the Trust to obtain subscriptions for and to sell Series shares, the Distributor shall pay the following:

(a) all expenses of printing (exclusive of typesetting) and distributing any prospectus for use in offering Series shares for sale, and all other copies of any such prospectus used by the Distributor, and

(b) all other expenses of advertising and of preparing, printing and distributing all other literature or material for use in connection with offering Series shares for sale.

11. Interests in and of Distributor. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a shareholder, director, officer, employee or agent of, or be otherwise interested in, the Distributor, any affiliated person of the Distributor, any organization in which the Distributor may have an interest or any organization which may have an interest in the Distributor; that the Distributor, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transaction hereunder except as otherwise provided in the agreement and declaration of trust or by-laws of the Trust, in the limited partnership agreement of the Distributor or by specific provision of applicable law.

12. Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and

(a) Unless otherwise terminated, this Agreement shall continue in effect with respect to the shares of the Series so long as such continuation is specifically approved at least annually (i) by the Board of Trustees of the Trust or by the vote of a majority of the votes which may be cast by shareholders of the Series and (ii) by a vote of a majority of the Board of Trustees of the Trust who are not interested persons of the Distributor or the Trust, cast in person at a meeting called for the purpose of voting on such approval.

(b) This Agreement may at any time be terminated on sixty days' notice to the Distributor either by vote of a majority of the Trust's Board of Trustees then in office or by the vote of a majority of the votes which may be cast by shareholders of the Series.

(c) This Agreement shall automatically terminate in the event of its assignment.

(d) This Agreement may be terminated by the Distributor on ninety days' written notice to the Trust.

Termination of this Agreement pursuant to this section shall be without payment of any penalty.

13. Definitions. For purposes of this Agreement, the following definitions shall apply:

(a) The "vote of a majority of the votes which may be cast by shareholders of the Series" means (1) 67% or more of the votes of the Series present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Series entitled to vote at such meeting are present; or (2) the vote of the holders of more than 50% of the outstanding shares of the Series entitled to vote at such meeting, whichever is less.

(b) The terms "affiliated person," "interested person" and "assignment" shall have their respective meanings as defined in the 1940 Act subject, however, to such exemptions as may be granted by the SEC under the 1940 Act.

14. Amendment. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Series shall be approved (i) by the Board of Trustees of the Trust or by vote of a majority of the votes which may be cast by shareholders of the Series and (ii) by a vote of a majority of the Board of Trustees of the Trust who are not interested persons of the Distributor or the Trust cast in person at a meeting called for the purpose of voting on such approval.

15. Applicable Law and Liabilities. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. All sales hereunder are to be made, and title to the Series shares shall pass, in Boston, Massachusetts.

16. Limited Recourse. The Distributor hereby acknowledges that the Trust's obligations hereunder with respect to the shares of the Series are binding only on the assets and property belonging to the Series.

17. Privacy. In accordance with Regulation S-P, if non-public personal information regarding either party's customers or consumers is disclosed to the other party in connection with this Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.

18. Anti-Money Laundering. Each party to this agreement hereby agrees to abide by and comply with all relevant anti-money laundering laws and regulations, including without limitation the Bank Secrecy Act, as amended, and the USA Patriot Act of 2001. Each party represents that it has established an Anti-Money Laundering Program that complies with all material aspects of the USA Patriot Act of 2001 and other applicable anti-money laundering laws and regulations. Each party also hereby agrees to comply with any new or additional anti-money laundering laws or regulations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

LOOMIS SAYLES FUNDS I,
on behalf of its
LOOMIS SAYLES BENCHMARK CORE BOND FUND, LOOMIS SAYLES CORE PLUS FIXED INCOME FUND, LOOMIS SAYLES FIXED INCOME FUND,
LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND, LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND, LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND, LOOMIS SAYLES MID CAP GROWTH FUND,
LOOMIS SAYLES SMALL COMPANY GROWTH FUND, and LOOMIS SAYLES TAX-MANAGED EQUITY FUND

By: /s/ John T. Hailer
    ---------------------------------------
    Name:  John T. Hailer
    Title: Executive Vice President

CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P.

By: CDC IXIS Asset Management Distribution Corporation, its general partner

By: /s/ John T. Hailer
    ---------------------------------------
    Name:  John T. Hailer
    Title: Executive Vice President

A copy of the Agreement and Declaration of Trust establishing Loomis Sayles Funds I (the "Trust") is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the each Series on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Series.

Exhibit (e)(2)

LOOMIS SAYLES FUNDS I

Distribution Agreement

AGREEMENT made this 12/th/ day of September 2003 by and between LOOMIS SAYLES FUNDS I, a Massachusetts business trust (the "Trust"), on behalf of LOOMIS SAYLES BOND FUND, LOOMIS SAYLES GLOBAL BOND FUND, LOOMIS SAYLES SMALL CAP VALUE FUND and LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND (each, and collectively, the "Series") and CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P., a Delaware limited partnership (the "Distributor").

W I T N E S S E T H:

NOW, THEREFORE, in consideration of the premises and covenants hereinafter contained, the Trust and the Distributor agree as follows:

1. Distributor. The Trust hereby appoints the Distributor as general distributor of shares of beneficial interest of each Series ("Series shares") during the term of this Agreement. The Trust reserves the right, however, to refuse at any time or times to sell any Series shares hereunder for any reason deemed adequate by the Board of Trustees of the Trust.

2. Sale and Payment. Under this agreement, the following provisions shall apply with respect to the sale of and payment for Series shares:

(a) The Distributor shall have the right, as principal, to purchase Series shares from the Trust at their net asset value and to sell such shares to the public against orders therefor at the applicable public offering price, as defined in Section 3 hereof. The Distributor shall also have the right, as principal, to sell shares to dealers against orders therefor at the public offering price less a concession determined by the Distributor.

(b) Prior to the time of delivery of any shares by the Trust to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in Boston or New York clearing house funds equal to the applicable net asset value of such shares. The Distributor shall retain so much of any sales charge or underwriting discount as is not allowed by it as a concession to dealers.

3. Public Offering Price. The public offering price shall be the net asset value of Series shares, plus any applicable sales charge, all as set forth in the current prospectus and statement of additional information ("prospectus") of the Trust relating to the Series shares. In no event shall the public offering price exceed 1000/935 of such net asset value, and in no event shall any applicable sales charge or underwriting discount exceed 6.5% of the public offering price. The net asset value of Series shares shall be determined in accordance with the provisions of the agreement and declaration of trust and by-laws of the Trust and the current prospectus of the Trust relating to the Series shares.

4. Trust Issuance of Series Shares. The delivery of Series shares shall be made promptly by a credit to a shareholder's open account for the Series or by delivery of a share certificate. The Trust reserves the right (a) to issue Series shares at any time directly to the shareholders of the Series as a stock dividend or stock split, (b) to issue to such shareholders shares of the Series, or rights to subscribe to shares of the Series, as all or part of any dividend that may be distributed to shareholders of the Series or as all or part of any optional or alternative dividend that may be distributed to shareholders of the Series, and (c) to sell Series shares in accordance with the current applicable prospectus of the Trust relating to the Series shares.

5. Redemption or Repurchase. The Distributor shall act as agent for the Trust in connection with the redemption or repurchase of Series shares by the Trust to the extent and upon the terms and conditions set forth in the current applicable prospectus of the Trust relating to the Series shares, and the Trust

agrees to reimburse the Distributor, from time to time upon demand, for any reasonable expenses incurred in connection with such redemptions or repurchases.

6. Undertaking Regarding Sales. The Distributor shall use reasonable efforts to sell Series shares but does not agree hereby to sell any specific number of Series shares and shall be free to act as distributor of the shares of other investment companies. Series shares will be sold by the Distributor only against orders therefor. The Distributor shall not purchase Series shares from anyone except in accordance with Sections 2 and 5 and shall not take "long" or "short" positions in Series shares contrary to the agreement and declaration of trust or by-laws of the Trust.

7. Compliance. The Distributor shall conform to the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") and the sale of securities laws of any jurisdiction in which it sells, directly or indirectly, any Series shares. The Distributor agrees to make timely filings, with the Securities and Exchange Commission in Washington, D.C. (the "SEC"), the NASD and such other regulatory authorities as may be required, of any sales literature relating to the Series and intended for distribution to prospective investors. The Distributor also agrees to furnish to the Trust sufficient copies of any agreements or plans it intends to use in connection with any sales of Series shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use (which the Trust agrees to use its best efforts to do as expeditiously as reasonably possible), and not to use them until so filed and cleared.

8. Registration and Qualification of Series Shares. The Trust agrees to execute such papers and to do such acts and things as shall from time to time be reasonably requested by the Distributor for the purpose of qualifying and maintaining qualification of the Series shares for sale under the so-called Blue Sky Laws of any state or for maintaining the registration of the Trust and of the Series shares under the federal Securities Act of 1933 and the federal Investment Company Act of 1940 (the "1940 Act"), to the end that there will be available for sale from time to time such number of Series shares as the Distributor may reasonably be expected to sell. The Trust shall advise the Distributor promptly of (a) any action of the SEC or any authorities of any state or territory, of which it may be advised, affecting registration or qualification of the Trust or the Series shares, or rights to offer Series shares for sale, and (b) the happening of any event which makes untrue any statement or which requires the making of any change in the Trust's registration statement or its prospectus relating to the Series shares in order to make the statements therein not misleading.

9. Distributor Independent Contractor. The Distributor shall be an independent contractor and neither the Distributor nor any of its officers or employees as such is or shall be an employee of the Trust. The Distributor is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

10. Expenses Paid by Distributor. While the Distributor continues to act as agent of the Trust to obtain subscriptions for and to sell Series shares, the Distributor shall pay the following:

(a) all expenses of printing (exclusive of typesetting) and distributing any prospectus for use in offering Series shares for sale, and all other copies of any such prospectus used by the Distributor, and

(b) all other expenses of advertising and of preparing, printing and distributing all other literature or material for use in connection with offering Series shares for sale.

11. Interests in and of Distributor. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a shareholder, director, officer, employee or agent of, or be otherwise interested in, the Distributor, any affiliated person of the Distributor, any organization in which the Distributor may have an interest or any organization which may have an interest in the Distributor; that

the Distributor, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transaction hereunder except as otherwise provided in the agreement and declaration of trust orby-laws of the Trust, in the limited partnership agreement of the Distributor or by specific provision of applicable law.

12. Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and

(a) Unless otherwise terminated, this Agreement shall continue in effect with respect to the shares of the Series so long as such continuation is specifically approved at least annually
(i) by the Board of Trustees of the Trust or by the vote of a majority of the votes which may be cast by shareholders of the Series and (ii) by a vote of a majority of the Board of Trustees of the Trust who are not interested persons of the Distributor or the Trust, cast in person at a meeting called for the purpose of voting on such approval.

(b) This Agreement may at any time be terminated on sixty days' notice to the Distributor either by vote of a majority of the Trust's Board of Trustees then in office or by the vote of a majority of the votes which may be cast by shareholders of the Series.

(c) This Agreement shall automatically terminate in the event of its assignment.

(d) This Agreement may be terminated by the Distributor on ninety days' written notice to the Trust.

Termination of this Agreement pursuant to this section shall be without payment of any penalty.

13. Definitions. For purposes of this Agreement, the following definitions shall apply:

(a) The "vote of a majority of the votes which may be cast by shareholders of the Series" means (1) 67% or more of the votes of the Series present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Series entitled to vote at such meeting are present; or (2) the vote of the holders of more than 50% of the outstanding shares of the Series entitled to vote at such meeting, whichever is less.

(b) The terms "affiliated person," "interested person" and "assignment" shall have their respective meanings as defined in the 1940 Act subject, however, to such exemptions as may be granted by the SEC under the 1940 Act.

14. Amendment. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Series shall be approved (i) by the Board of Trustees of the Trust or by vote of a majority of the votes which may be cast by shareholders of the Series and (ii) by a vote of a majority of the Board of Trustees of the Trust who are not interested persons of the Distributor or the Trust cast in person at a meeting called for the purpose of voting on such approval.

15. Applicable Law and Liabilities. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. All sales hereunder are to be made, and title to the Series shares shall pass, in Boston, Massachusetts.

16. Limited Recourse. The Distributor hereby acknowledges that the Trust's obligations hereunder with respect to the shares of the Series are binding only on the assets and property belonging to the Series.

17. Privacy. In accordance with Regulation S-P, if non-public personal information regarding either party's customers or consumers is disclosed to the other party in connection with this Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.

18. Anti-Money Laundering. Each party to this agreement hereby agrees to abide by and comply with all relevant anti-money laundering laws and regulations, including without limitation the Bank Secrecy Act, as amended, and the USA Patriot Act of 2001. Each party represents that it has established an Anti-Money Laundering Program that complies with all material aspects of the USA Patriot Act of 2001 and other applicable anti-money laundering laws and regulations. Each party also hereby agrees to comply with any new or additional anti-money laundering laws or regulations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

LOOMIS SAYLES FUNDS I,
on behalf of its
LOOMIS SAYLES BOND FUND,

LOOMIS SAYLES GLOBAL BOND FUND,
LOOMIS SAYLES SMALL CAP VALUE FUND,
LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND,

By: _______________________________________ Name: John T. Hailer
Title: Executive Vice President

CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P.

By: CDC IXIS Asset Management Distribution Corporation, its general partner

By: _______________________________________ Name: John T. Hailer
Title: Executive Vice President

A copy of the Agreement and Declaration of Trust establishing Loomis Sayles Funds I (the "Trust") is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the each Series on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Series.

Exhibit (e)(3)

CDC IXIS Asset Management Distributors, L.P.

399 Boylston Street
Boston, Massachusetts 02116

Dealer Agreement

As dealer for our own account, we offer to sell to you shares of each of the mutual funds distributed by us (the "Funds" and each a "Fund"), for each of which Funds we are a principal underwriter as defined in the Investment Company Act of 1940, as amended (the "Act"), and from which we have the right to purchase shares.

With respect to each of the Funds (except for paragraph 4, which applies only with respect to each Fund having in effect from time to time a service plan, service and distribution plan or other plan adopted pursuant to Rule 12b-1 under the Act):

1. In all sales of shares of the Funds you shall act as dealer for your own account, and in no transaction shall you have any authority to act as agent, broker or employee for any of the Funds or for us. You agree not to purchase any Fund shares for any customer, unless you deliver or cause to be delivered to such customer, at or prior to the time of such purchase, a copy of the then current Prospectus of the applicable Fund. You hereby represent that you understand your obligation to deliver a Prospectus to customers who purchase Fund shares pursuant to federal securities laws and you have taken all necessary steps to comply with such Prospectus delivery requirements.

2. Orders received from you will be accepted by us only at the public offering price applicable to each order, except for transactions to which a reduced offering price applies as provided in the then current Prospectus (which term as hereinafter used shall include the Statement of Additional Information) of the Fund(s). The minimum dollar purchase of shares of each Fund by any investor shall be the applicable minimum amount described in the then current Prospectus of the Fund and no order for less than such amount will be accepted hereunder. The public offering price shall be the net asset value per share plus the sales charge, if any, applicable to the transaction, expressed as a percentage of the public offering price, as determined and effective as of the time specified in the then current Prospectus of the Fund(s). The procedures relating to the handling of orders shall be subject to any instructions that we shall forward from time to time to you. All orders are subject to acceptance or rejection by us in our sole discretion. You hereby agree to comply with the attached Policies and Procedures with Respect to the Sales of Shares of Funds Offering Multiple Classes of Shares.

3. The sales charge applicable to any sale of Fund shares by you and the dealer concession or commission applicable to any order from you for the purchase of Fund shares accepted by us shall be set forth in the then current Prospectus of the Fund. You may be deemed to be an underwriter in connection with sales by you of shares of the Fund where you receive all or substantially all of the sales charge as set forth in the Fund's Prospectus, and therefore you may be subject to applicable provisions of the Securities Act of 1933.

We are entitled to a contingent deferred sales charge ("CDSC") on redemptions of applicable Classes of shares of the Funds, as described in the then current Prospectus. You agree that you will sell shares subject to a CDSC and that are to be held in omnibus accounts only if you are a NETWORKING participant with the National Securities Clearing Corporation and if such accounts are established pursuant to a NETWORKING Agreement.

Reduced sales charges or no sales charge may apply to certain transactions under letter of intent, combined purchases or investments, reinvestment of dividends and distributions, repurchase privilege, unit investment trust distribution reinvestment or other programs, as described in the then current Prospectus of the Fund(s). To obtain any such reductions, you must notify us when the sale that would qualify for such reduction takes place.

4. Rule 12b-1 Plans. The substantive provisions of this Paragraph 4 have been adopted pursuant to Rule 12b-1 under the Act by certain Funds, under plans pursuant to such Rule (each a "Plan").

(a) You agree to provide (i) for the Funds with a Service Plan, personal services to investors in shares of the Funds and/or services related to the maintenance of shareholder accounts, and (ii) for those Funds with a Service and Distribution Plan, both personal services to investors in shares of the Funds and/or services related to the maintenance of shareholder accounts and also distribution and marketing services in the promotion of Fund shares. As compensation for these services, we shall pay you, upon receipt by us from the Fund(s), a quarterly service fee or service fee and distribution fee based on the average daily net asset value of Fund shares at the rate set forth with respect to the relevant Class(es) of shares of the Fund(s) in the then current Prospectus. This fee will be based on the average daily net asset value of Fund shares which are owned of record

by your firm as nominee for your customers or which are owned by those shareholders whose records, as maintained by the Fund or its agent, designate your firm as the shareholder's dealer of record. No such fee will be paid to you with respect to shares purchased by you or your customers and redeemed or repurchased by the Fund or by us as agent within seven (7) business days after the date of our confirmation of such purchase. No such fee will be paid to you with respect to any of your customers if the amount of such fee based upon the value of such customer's Fund shares would be less than $5.00. Normally, payment of such fee to you shall be made within forty-five (45) days after the close of each quarter for which such fee is payable provided, however, that any other provision of this Agreement or the Prospectuses to the contrary notwithstanding, we shall not have any obligation whatsoever to pay any amount of distribution and/or service fee with respect to shares of any Fund except to the extent, and only to the extent, that we have actually received payment of at least such amount of distribution and/or service fee from the Funds with respect to such shares pursuant to a Plan in consideration of you furnishing distribution and client services hereunder with respect to your customers that own such class of shares of such Fund

(b) You shall furnish us and the Fund with such information as shall reasonably be requested by the Trustees of the Fund with respect to the fees paid to you pursuant to this paragraph 4.

(c) The provisions of this Paragraph 4 may be terminated by the vote of a majority of the Trustees of the Funds who are not interested persons of the Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates either the Fund's Distribution Contract or Underwriting Agreement with us or this Dealer Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the Act) of this Dealer Agreement.

(d) The provisions of the Distribution Contract or Underwriting Agreement between the Fund and us, insofar as they relate to the Plan, are incorporated herein by reference. The provisions of this paragraph 4 shall continue in full force and effect only so long as the continuance of the Plan, the Distributor's Contract or Underwriting Agreement and these provisions are approved at least annually by a vote of the Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting thereon.

5. You agree to purchase Fund shares only from us or from your customers. If you purchase Fund shares from us, you agree that all such purchases shall be made only: (a) to cover orders already received by you from your customers; (b) for shares being acquired by your customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then current Prospectus of the Fund; (c) for your own bona fide investment; or (d) for investments by any IRS qualified pension, profit sharing or other trust established for the benefit of your employees or for investments in Individual Retirement Accounts established by your employees, and if you so advise us in writing prior to any sale of Fund shares pursuant to this subparagraph (d), you agree to waive all your dealer concessions with respect to all sales of Fund shares pursuant to this subparagraph (d). If you purchase shares from your customers, you agree to pay such customers not less than the applicable redemption price next quoted by the Fund pursuant to the procedures set forth in the then current Prospectus of the Fund.

6. You shall sell shares only: (a) to customers at the applicable public offering price, except for shares being acquired by your customers at net asset value pursuant to either the exchange privilege or the repurchase privilege as described in the then current Prospectus of the Fund, and (b) to us as agent for the Fund at the redemption price. In such a sale to us, you may act as either as principal for your own account or as agent for your customer. If you act as principal for your own account in purchasing shares for resale to us, you agree to pay your customer not less than the price that you receive from us. If you act as agent for your customer in selling shares to us, you agree not to charge your customer more than a fair commission or fee for handling the transaction, except that you agree to receive no compensation of any kind based on the reinvestment of redemption or repurchase proceeds pursuant to the repurchase privilege, as described in the current Prospectus of the Fund.

7. You hereby certify that all of your customers' taxpayer identification numbers ("TIN") or social security numbers ("SSN") furnished to us by you are correct and that you will not open an account without providing us with the customer's TIN or SSN.

8. You shall not withhold placing with us orders received from your customers so as to profit yourself as a result of such withholding; e.g., by a change in the net asset value from that used in determining the public offering price to your customers.

9. We will not accept from you any conditional orders for shares.

10. If any Fund shares sold to you or your customers under the terms of this Agreement are redeemed by the Fund or repurchased by us as agent for the Fund within seven (7) business days after the date of our confirmation of the original purchase by you or your customers, it is agreed that you shall forfeit your right to the dealer concession or commission received by you on such Fund shares. We will notify you of any such repurchase or redemption within ten (10) business days after the date thereof and you shall forthwith refund to us the entire concession or commission allowed or paid to you on such sale. We agree, in the event of any such repurchase or redemption, to refund to the Fund the portion of the sales charge, if any, retained by us and, upon receipt from you of the concession allowed to you on any Fund shares, to pay such refund forthwith to the Fund.

11. Payment for Fund shares sold to you shall be made on or before the settlement date specified in our confirmation, at the office of our clearing agent, and by check payable to the order of the Fund, which reserves the right to delay issuance, redemption or transfer of shares until such check has cleared. If such payment is not received by us, we reserve the right, without notice, forthwith either to cancel the sale, or at our option, or to sell the shares ordered back to the Fund, in which case you shall bear any loss resulting from your failure to make payment as aforesaid.

12. You will also act as principal in all purchases by a shareholder for whom you are the dealer of record of Fund shares with respect to payments sent directly by such shareholder to the Shareholder Services and Transfer agent (the "Agent") specified in the then current Prospectus of the Fund, and you authorize and appoint the Agent to execute and confirm such purchases to such shareholders on your behalf. The Agent will remit not less frequently than monthly to you the amount of any concessions due with respect to such purchases, except that no concessions will be paid to you on any transaction for which your net sales concession is less than $5.00 in any one month. You also represent that with respect to all such direct purchases by such shareholder, you may lawfully sell shares of such Fund in the state designated as such shareholder's record address.

13. Stock certificates for shares sold to you shall be issued only if specifically requested and upon terms specified from time to time by the Trustees of the Fund. If no open account registration or transfer instructions are received by the Agent within 20 days after payment by you for shares sold to you, an open account for such shares will be established in your name. You agree to hold harmless and indemnify us, the Agent and the Fund, for any loss or expenses resulting from such open account registration of such shares.

14. No person is authorized to make any representations concerning shares of the Funds except those contained in the then current Prospectuses of the Funds and in sales literature issued by us supplemental to such Prospectuses or approved in writing by us. In purchasing shares from us, you shall rely solely on the representations contained in such Prospectuses and such sales literature. We will furnish you with additional copies of such Prospectuses and such sales literature and other releases and information issued by us in reasonable quantities upon request.

If, with prior approval from us, you use any advertisement or sales literature which has not been supplied by us, you are responsible for ensuring that the material complies with all applicable regulations and has been filed with the appropriate authorities. Also, you will send us copies of all such materials within (10) days after first use.

You shall indemnify and hold us (and our directors, officers, employees, controlling persons and agents) and the Fund and its Trustees and officers harmless from and against any and all losses, claims, liabilities and expenses (including reasonable attorneys' fees) ("Losses") incurred by us or any of them arising out of (i) your dissemination of information regarding any Fund that is alleged to contain an untrue statement of material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and that was not published or provided to you by or on behalf of us, or accurately derived from information published or provided by or on behalf of us or any of our Affiliates, (ii) any breach by you of any representation, warranty or agreement contained in this Agreement, or (iii) any willful misconduct or negligence on your part in the performance of, or failure to perform, your obligations under this Agreement, except to the extent such losses are caused by our breach of this Agreement or our willful misconduct or negligence in the performance, or failure to perform, our obligations under this Agreement. This Section (14) shall survive termination of this Agreement.

15. The Fund reserves the right in its discretion and we reserve the right in our discretion, without notice, to refuse any order for the purchase of Fund shares for any reason whatsoever, and to suspend sales or withdraw the offering of Fund shares (or shares of any class(es)) entirely. We reserve the right, by written notice to you, to amend, modify, cancel or assign this Dealer Agreement. Notice for all purposes shall be deemed to be given when mailed or electronically transmitted to you.

16. This Dealer Agreement shall replace any prior agreement between you and us or any of our predecessor entities (including but not limited to Nvest Funds Distributor, L.P., New England Funds, L.P., TNE Investment Services Corporation, and Investment Trust of Boston Distributors, Inc.) and is conditioned upon your representation and warranty that you are (i) registered as a broker/dealer under the Securities Exchange Act of 1934, as amended, and are a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"), (ii) a Registered Investment Adviser under state and/or federal law, (iii) ineligible for NASD membership because you are a foreign dealer, or (iv) bank chartered by the appropriate state or federal agency and authorized to enter into and perform the transactions contemplated by this agreement. Regardless of whether you qualify, under (i), (ii) (iii) or (iv), you and we agree to abide by the Rules and Regulations of the NASD, including without limitation Conduct Rules 2310, 2420, 3110, and 2830, and all applicable state and federal laws, rules and regulations.

You will not offer Fund shares for sale in any state (a) where they are not qualified for sale under the blue sky laws and regulations of such state or (b) where you are not qualified to act as a dealer or adviser.

In the event that you offer Fund shares outside the United States, you agree to comply with the applicable laws, rules and regulations of the foreign government having jurisdiction over such sales, including any regulations of United States military authorities applicable to solicitations to military personnel.

17. If non-public personal information regarding either party's customers or consumers is disclosed to the other party in connection with this Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement and in accordance with Regulation S-P.

18. Each party to this agreement hereby agrees to abide by and comply with all relevant anti-money laundering laws and regulations, including without limitation the Bank Secrecy Act, as amended, and the USA Patriot Act of 2001. Each party represents that it has established an Anti-Money Laundering Program that complies with all material aspects of the USA Patriot Act of 2001 and other applicable anti-money laundering laws and regulations. Each party also hereby agrees to comply with any new or additional anti-money laundering laws or regulations.

19. All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or faxed to you at the address specified by you below. This Agreement shall be effective when accepted by you below and shall be governed by and construed under the laws of the Commonwealth of Massachusetts.

Accepted:                           CDC IXIS Asset Management Distributors, L.P.

_______________________________     By:___________________________________
Dealer's Name

Address

_______________________________

By:____________________________
Authorized Signature of Dealer

_______________________________
(Please print name)

Date:__________________________

POLICIES AND PROCEDURES WITH RESPECT TO SALES OF FUNDS OFFERING
MULTIPLE CLASSES OF SHARES

In connection with the offering of certain Funds (the Funds") with multiple classes of shares, one subject to a front-end sales load and a service fee or service and distribution fee ("Class A shares"), one subject to a service fee, a distribution fee, no front-end sales load and a contingent deferred sales charge ("CDSC") on redemptions within a time period specified in the then current Prospectus (which for purposes of these policies and procedures shall include the Funds' then current statement of additional information) of the Fund ("Class B shares"), one subject to a front-end sales load, service fee, distribution fee and a CDSC on redemptions within a period specified in the then current Prospectus of the Fund ("Class C shares") and one intended only for certain institutional investors and subject to no front-end sales load ("Class Y shares"), an investor must choose the method of purchasing shares which best suits his/her particular circumstances. To assist investors in these decisions, the Distributor has instituted the following policies with respect to orders for Fund shares. These policies apply to every entity distributing Fund shares.

1. No purchase order may be placed for Class B shares if the amount of the orders equals or exceeds $1,000,000 or the order is eligible for a net asset value purchase price (i.e., no front-end sales charge) of Class A shares, as provided in the Prospectus.

2. No purchase order may be placed for Class C shares if the amount of the order equals or exceeds $1,000,000 or the order is eligible for a net asset value purchase price (i.e., no front-end sales charge) of Class A shares unless the investor indicates on the relevant section of the application that the investor has been advised of the relative advantages and disadvantages of Classes A and C shares.

3. Any purchase order for less than $1,000,000 may be for either Class A, B or C shares in light of the relevant facts and circumstances, including:

a) the specific purchase order dollar amount;
b) the length of time the investor expects to hold his/her shares; and
c) any other relevant circumstances such as the availability of purchase under a Letter of Intent, Breakpoints (a volume discount), or Rights of Accumulation, as described in the Prospectus.

4. Investors may purchase Class Y shares only if they meet the identity, suitability, minimum investment and other standards set forth in the Funds' then current Class Y Prospectuses:

a) tax-qualified retirement plans ($2,000,000 minimum initial investment);
b) endowments, foundations and other tax-qualified organizations ($1,000,000 minimum initial investment);
c) separate accounts of certain insurance companies (no minimum);
d) omnibus accounts of retirement plans with at least 500 eligible plan participants and $1,000,000 of plan assets.

Investors otherwise eligible to purchase Class Y shares but who will not make the initial minimum investment amount are eligible to invest in Class A, B or C shares. They should be advised, however, of the lower fees and expenses applicable to Class Y shares and should consider whether a larger investment, to meet the Class Y requirements, would be appropriate and desirable for their circumstances.

There are instances when purchasing one class of shares may be more appropriate than the others. For example, investors who would qualify for a significant discount from the maximum sales load on Class A shares may determine that payment of such a reduced front-end sales load and service fee is preferable to payment of a higher ongoing distribution fee. Investors whose orders would not qualify for such a discount and who anticipate holding their investment for more than eight years might consider Class B shares because 100% of the purchase price is invested immediately. Investors making smaller investments who anticipate redeeming their shares within eight years might consider Class C shares for the same reason.

Appropriate supervisory personnel within your organization must ensure that all employees and representatives receiving investor inquiries about the purchase of shares of a Fund advise the investor of then available pricing structures offered by the Funds, and the impact of choosing one class of shares over another. In some instances it may be appropriate for a supervisory person to discuss a purchase with the investor.

This policy is effective with respect to any order for the purchase of shares of a Fund offering multiple classes of shares.

Questions relating to this policy should be directed to John T. Hailer, President and Chief Executive Officer, CDC IXIS Asset Management Distributors, L.P. at (617) 449-2500.

Exhibit (g)(7)

[LOGO] LOOMIS . SAYLES FUNDS

September 2, 2003

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Attention: Timothy J. Panaro

Re: Loomis Sayles Funds I (formerly Loomis Sayles Investment Trust) Loomis Sayles Funds II (formerly Loomis Sayles Funds)

(collectively, the "Trusts")

Dear Mr. Panaro:

This is to advise you that, as of the close of business on September 12, 2003, Loomis Sayles Funds I and Loomis Sayles Funds II will be reorganizing existing series into newly established series as set forth below:

Loomis Sayles Funds I - Four new series have been established in Loomis Sayles Funds I to receive the assets of existing series of Loomis Sayles Funds II. Each newly organized series has the same name and the same investment objective and strategies, investment advisor, fees and expenses, portfolio management personnel, and upon completion of the reorganization, the same shareholders, as the existing series with which it is reorganizing:

Loomis Sayles Bond Fund
Loomis Sayles Global Bond Fund
Loomis Sayles Small Cap Value Fund
Loomis Sayles U.S. Government Securities Fund

Loomis Sayles Funds II - A new series has been established in Loomis Sayles Funds II to receive the assets of existing series of Loomis Sayles Funds I. The newly organized series has the same name and the same investment objective and strategies, investment advisor, fees and expenses, portfolio management personnel, and upon completion of the reorganization, the same shareholders, as the existing series:

Loomis Sayles Tax-Managed Equity Fund

In accordance with the Additional Funds provisions in Section 17 of the Custodian Contracts dated December 31, 1993, as amended July 2, 2001 between Loomis Sayles Funds I and State Street Bank and Trust Company and dated April 23, 1991, as amended July 2, 2001 between Loomis Sayles Funds II and State Street Bank and Trust Company, the Trusts hereby request that you act as Custodian for the new series under the terms of the respective contracts.

Agreed to this ____ day of September, 2003.

State Street Bank and Trust Company

Exhibit (h)(1)(i)

TRANSFER AGENCY AND SERVICE AGREEMENT
between
LOOMIS SAYLES INVESTMENT TRUST
and
CDC IXIS ASSET MANAGEMENT SERVICES, INC.

TABLE OF CONTENTS

                                                                                                         Page
                                                                                                         -----
1.       Appointment and Duties......................................................................      1

2.       Third Party Administrators for Defined Contribution Plans ..................................      4

3.       Fees and Expenses...........................................................................      5

4.       Representations and Warranties of the Transfer Agent........................................      5

5.       Representations and Warranties of the Fund..................................................      6

6.       Wire Transfer Operating Guidelines..........................................................      6

7.       Data Access and Proprietary Information.....................................................      8

8.       Confidentiality.............................................................................     10

9.       Indemnification.............................................................................     10

10.      Standard of Care............................................................................     12

11.      Information to be Furnished by the Fund ....................................................     12

12.      Recordkeeping...............................................................................     12

13.      Termination of Agreement....................................................................     13

14.      Assignment and Third Party Beneficiaries....................................................     13

15.      Subcontractors..............................................................................     14

16.      Miscellaneous...............................................................................     14

17.      Additional Funds............................................................................     15

18.      Limitations of Liability of the Trustees and Shareholders...................................     16

TRANSFER AGENCY AND SERVICE AGREEMENT

Agreement made as of this 1st day of February, 2003, by and between LOOMIS SAYLES INVESTMENT TRUST, a Massachusetts business trust, having its principal office and place of business at One Financial Center, Boston, MA 02111 (the "Fund"), and CDC IXIS ASSET MANAGEMENT SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 399 Boylston Street, Boston, Massachusetts 02116 (the "Transfer Agent").

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Fund currently offers shares in ten series, such series being named in the attached Schedule A, which may be amended by the parties from time to time (each such series, together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 17 hereof, being herein referred to as a "Portfolio," and collectively as the "Portfolios"); and

WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment.

WHEREAS, the Transfer Agent intends to engage Boston Financial Data Services, Inc. and/or its affiliate (the "Sub-Transfer Agent") to perform certain of the services to be provided by the Transfer Agent hereunder and enter into a Sub-Transfer Agency and Service Agreement with the Sub-Transfer Agent to that effect, and the Fund hereby acknowledges the Transfer Agent's intent to so engage the Sub-Transfer Agent.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Appointment and Duties

1.1 General. Subject to the terms and conditions set forth in this Agreement, the Fund, on behalf of the Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the authorized and issued shares of beneficial interest of the Fund ("Shares"), dividend disbursing agent, and agent in connection with any accumulation, open-account, or similar plan provided to the shareholders of each of the respective Portfolios of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of the Fund, on behalf of the applicable Portfolio, including, without limitation, any periodic investment plan or periodic withdrawal program.

In accordance with written procedures established from time to time by agreement between the Fund and the Transfer Agent, the Transfer Agent agrees that it will perform the services set forth in Schedule B hereto. As the Fund and the Transfer Agent may, from time to time, mutually agree in writing, the Transfer Agent may at times perform only a portion of the services listed in Schedule B, and the Fund or its agent may perform such services.

1.2 Retirement Accounts. With respect to certain retirement plans or accounts (such as individual retirement accounts ("IRAs"), SIMPLE IRAs, SEP IRAs, Roth IRAs, Coverdell Education Savings Accounts, and 403(b) Plans (such accounts, "Retirement Accounts")), the Transfer Agent, at the request of the Fund, may provide or arrange for the provision of appropriate prototype plans as well as provide or arrange for the provision of various services to such plans and/or accounts, which services may include plan custodian services, account set-up, maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

If at any time and for any reason the Transfer Agent, any of its agents or sub-contractors, or any of their affiliates chooses to resign as custodian of any or all Retirement Accounts, the Transfer Agent will give the Fund at least eighty-five (85) days' prior written notice and shall not be required to designate a successor custodian. If either party chooses to terminate this Agreement pursuant to Section 13 hereof, the Transfer Agent, any of its agents or sub-contractors, or any of their affiliates may thereupon resign as custodian in respect to any or all of the Retirement Accounts upon eighty-five (85) days' prior written notice to the Fund. In either such event, the Fund will promptly distribute notice of the custodian's resignation to such persons and in such manner as are called for under the applicable provisions of the Retirement Account and in form and content satisfactory to and signed by the Transfer Agent. The Fund shall be responsible for obtaining a successor custodian for all Retirement Accounts.

1.3 Review and Maintenance of Fund Prototype Retirement Plans or Account Materials.

(a) If the Fund develops and makes available its own retirement plan prototypes or account materials (the "Fund Prototype(s)") for use in connection with a Retirement Account or Accounts, the Fund, subject to the terms set forth below, may appoint the Transfer Agent, one of its agent or sub-contractors, or an affiliate thereof as the custodian with respect to such Retirement Accounts.

(b) The Fund agrees that the Fund Prototypes will comply with applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations promulgated thereunder as in effect at the time. The Fund will be responsible for establishing, maintaining, and updating the Fund Prototypes in compliance with the Code and all other applicable federal or state law or regulations, when changes in the law require such updating.

(c) The Fund agrees that the Fund Prototypes are the responsibility of the Fund and further agrees that it will indemnify, defend, and hold harmless the Transfer Agent, its affiliates, successors, representatives, and assigns from and against any and all losses,

damages, costs, charges, expenses, including reasonable fees for counsel, taxes, penalties, and liabilities (collectively, "Losses") arising out of or attributable to the use of a Fund Prototype by the Fund or the Transfer Agent, its agents, employees, representatives, or any other person acting on a Fund's behalf, except to the extent that such Losses arise out of or are attributable to the negligence, bad faith, or willful misconduct of the Transfer Agent (or its agents, affiliates, successors, or assigns), unless such negligence is a result of complying with a Fund Prototype. This indemnification obligation will survive termination of this Agreement.

(d) The Fund agrees that any modifications made by the Fund to a Fund Prototype without the Transfer Agent's written consent or the required written consent of any of the Transfer Agent's agents or sub-contractors or any of their affiliates shall not increase the liabilities or responsibilities of the Transfer Agent or that of such agent, sub-contractor, or affiliate as custodian or limit the Transfer Agent's ability or that of its agent or sub-contractor, or any of their affiliates to resign as custodian as provided hereunder. The Fund will furnish the Transfer Agent with a copy of each Fund Prototype. The Transfer Agent shall not be required to review, comment, or advise on such Fund Prototypes.

1.4 Anti-Money Laundering

(a) The Fund has delegated, through the procedures for the Fund's written anti-money laundering program (the "Fund's Program"), which is designed to satisfy the requirements of the USA Patriot Act of 2001 and the regulations promulgated thereunder, (collectively, the "Patriot Act"), the implementation and operation of the Fund's Program to Loomis Sayles Distributors, L.P. ("LSD"), the underwriter for the Fund and a registered broker-dealer with the Securities and Exchange Commission and a member of the National Association of Securities Dealers. However, the Fund and LSD desire to delegate to the Transfer Agent the implementation and operation of certain aspects of the Fund's Program and the Transfer Agent desires to accept such delegation. In accordance with such delegation, the Transfer Agent agrees to perform those services relating to the Fund's Program that are set forth in Schedule B, paragraph 25 below.

(b) The Fund authorizes the Transfer Agent to take instructions from LSD with respect to the duties being performed pursuant to this section and any such instructions shall be deemed to constitute duly authorized instructions of the Fund for purposes of this Agreement. Any such instructions received and any notification to be given in connection with the duties being performed pursuant to this section shall be accepted from and/or given to any of such persons as the Fund or LSD shall have designated in a written notice to the Transfer Agent as authorized to give such instructions or receive such notifications and until changed those persons shall be Lauren Pitalis and Mark Nicholas.

(c) The Transfer Agent agrees to perform such services, with respect to the ownership of shares in the Fund for which the Transfer Agent or Sub-Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and

conditions of this Agreement.

(d) In connection with the performance by the Transfer Agent of the above-delegated duties, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the Patriot Act and that the records the Transfer Agent maintains for the Fund relating to the Fund's Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours, all required records and information for review by such examiners.

(e) The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only those services that have been expressly delegated hereby as the same may from time to time be amended and is not undertaking and shall not be responsible for any other aspect of the Fund's Program or for the overall compliance by the Fund with the Patriot Act. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the delegated duties with respect to the ownership of shares in the Fund for which the Transfer Agent or Sub-Transfer Agent maintains the applicable shareholder information.

1.5 Blue Sky. The responsibility of the Transfer Agent for the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and providing a system that will enable the Fund to monitor the total number of Shares sold in each State.

2. Third Party Administrators for Defined Contribution Plans

2.1 The Fund may decide to make available to certain of its customers a qualified plan program (the "Program") pursuant to which such customers ("Employers") may adopt certain plans (each a "Plan," and collectively, "Plans") for the benefit of Plan participants (the "Participants"), such Plans being qualified under Section 401(a) of the Code, and administered by third party administrators, which may be "administrators" as defined in the Employee Retirement Income Security Act of 1974, as amended ("TPA(s)").

2.2 In accordance with the procedures established in Schedule 2.2 hereto entitled "Third Party Administrator Procedures," as may be amended by the Transfer Agent and the Fund from time to time ("Schedule 2.2"), the Transfer Agent shall:

(a) treat Shareholder accounts established by the Plans in the name of the Plan Trustees, the Plans or TPAs, as the case may be, as omnibus accounts;

(b) maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

(c) perform all services under Section 1 as transfer agent of the Funds and not as a record-keeper for the Plans.

2.3 Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

(a) require the Transfer Agent or its sub-agent to use methods and procedures other than those usually employed by the Transfer Agent or its sub-agent to perform services described under Section 1 of this Agreement;

(b) involve the provision of information to the Transfer Agent or its sub-agent after the commencement of the nightly processing cycle of the transfer agency data processing system then in use by the Transfer Agent or its sub-agent (the "System"); or

(c) require more manual intervention by the Transfer Agent or its sub-agent, either in the entry of data or in the modification or amendment of reports generated by the System than is usually required by non-retirement plan and pre-nightly transactions.

3. Fees and Expenses

3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay the Transfer Agent fees as set forth in the attached fee schedule ("Schedule 3.1"). Such fees and out-of-pocket expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent.

3.2 Out-of-Pocket Expenses. In addition to the fees paid under Section 3.1 above, the Fund agrees to reimburse the Transfer Agent for the Transfer Agent's reasonable out-of-pocket expenses, including, but not limited to, confirmation production, postage, investor statements, telephone, telecommunication and line charges, microfilm, microfiche, checks, forms (including year end forms), wire fees, mailing and tabulating proxies, records storage, costs associated with certain specialty products, systems, or services, as applicable (such as "Investor," "Voice," "FAN," and "Vision"), or advances incurred by the Transfer Agent for the items set out in Schedule 3.1 attached hereto. In addition, any other expenses reasonably incurred by the Transfer Agent at the request or with the consent of the Fund will be reimbursed by the Fund.

3.3 Postage. Postage for mailing of dividends, proxies, Fund reports, and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

3.4 Invoices. The Fund agrees, on behalf of each Portfolio, to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Fund may withhold only that portion of the fee or expense subject to the good faith dispute. The Fund will use reasonable efforts to notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if the Fund is disputing any amounts in good faith.

4. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Fund that:

4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts and is duly registered as a transfer agent under the Securities Exchange Act of 1934, as amended.

4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.3 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

4.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.5 It has and will continue to have access (either directly or pursuant to contractual arrangements with third parties) to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.

4.6 During the term of this Agreement, it will maintain in effect insurance coverage, including without limitation, errors and omissions and fidelity bond coverage at levels consistent with those customarily maintained by other comparable transfer agents.

5. Representations and Warranties of the Fund

The Fund represents and warrants to the Transfer Agent that:

5.1 It is a business trust duly organized and existing and in good standing under the laws of Massachusetts.

5.2 It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.

5.3 All corporate proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.

5.4 It is an open-end management investment company registered under the Investment Company Act of 1940, as amended.

5.5 A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

6. Wire Transfer Operating Guidelines

6.1 The Transfer Agent is authorized to promptly debit the appropriate Fund bank account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Fund instructions on the execution date, provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

6.2 The Fund acknowledges that the Security Procedure it has designated on the Transfer Agent's Wire Transfer Security Procedures Customer Selection Form (the form of which is attached hereto as Schedule 6.2) was selected by the Fund from security procedures offered by the Transfer Agent. The Fund shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Transfer Agent in writing. The Fund shall notify the Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Fund's authorized personnel. The Transfer Agent shall verify the authenticity of all Fund instructions according to the Security Procedure.

6.3 The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4. The Transfer Agent reserves the right to decline to process or delay the processing of a payment order (a) which is in excess of the collected balance in the account to be charged at the time of the Transfer Agent's receipt of such payment order; (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agent's sole judgement, to exceed any volume, aggregate dollar, network, time, credit or similar limits that are applicable to the Transfer Agent or any of its sub-agents; or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

6.5 The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure, provided that such requests are received in a timely manner affording the Transfer Agent reasonable

opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.6 The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order, provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

6.7 The Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order. In no event (including failure to execute a payment order) shall the Transfer Agent be liable for special, indirect, or consequential damages, even if advised of the possibility of such damages.

6.8 When the Fund initiates or receives Automated Clearing House ("ACH") credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Transfer Agent or its sub-agent will act as an "Originating Depository Financial Institution" and/or "Receiving Depository Financial Institution," as the case may be, with respect to such entries. Credits given by the Transfer Agent or its sub-agent with respect to an ACH credit entry are provisional until the Transfer Agent or its sub-agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent or its sub-agent does not receive such final settlement, the Fund agrees that the Transfer Agent shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry.

6.9 Confirmation of the Transfer Agent's execution of payment orders shall ordinarily be provided within twenty-four (24) hours, notice of which may be delivered through the Transfer Agent's or its sub-agent's proprietary information systems, or by facsimile or call-back. The Fund must notify the Transfer Agent of any objections to the execution of an order within thirty (30) days.

7. Data Access and Proprietary Information

7.1 The Fund acknowledges that the databases (except to the extent that such databases contain information about the Fund), computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent or its sub-agent as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or its sub-agent ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or its sub-agent. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent or its sub-agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided

hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:

(a) use such programs and databases (i) solely on the Fund's computers, or (ii) solely from equipment at the locations agreed to between the Fund and the Transfer Agent, and (iii) solely in accordance with the Transfer Agent's or its sub-agent's applicable user documentation;

(b) refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund's computer(s)) the Proprietary Information;

(c) refrain from obtaining unauthorized access to any portion of the Proprietary Information, and, if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent's instructions;

(d) refrain from causing or allowing information transmitted from the Transfer Agent's computer to the Fund's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent, except as pertains to Customer Data;

(e) allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and

(f) honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent's or its sub-agent's expense the rights of the Transfer Agent or its sub-agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that (a) are or become publicly available without breach of this Agreement; (b) are released for general disclosure by a written release by the Transfer Agent or its sub-agent; or (c) are already in the possession of the receiving party at the time or receipt without obligation of confidentiality or breach of this Agreement.

7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's and its sub-agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent or its sub-agent immediate, substantial, and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available at law, in equity or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent or its sub-agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent or its sub-agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data, and the Fund agrees to make no claim against the Transfer Agent or its sub-agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT AND ITS SUB-AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.5 If the transactions available to the Fund include the ability to originate electronic instructions to the Transfer Agent or its sub-agent in order to (a) effect the transfer or movement of cash or Shares; or (b) transmit Shareholder information or other information, then in such event the Transfer Agent and its sub-agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent or its sub-agent from time to time.

7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of the Fund under this Section shall survive any termination of this Agreement.

8. Confidentiality

8.1 Subject to the provisions of Section 8.2 hereof, the Transfer Agent and the Fund agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge or make known to any person, firm, corporation, or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections or any other secret or confidential information whatsoever, whether of the Transfer Agent or its sub-agent or of the Fund, used or gained by the Transfer Agent or its sub-agent or the Fund during performance under this Agreement. The Fund and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or its sub-agent or the Fund and their successors and assigns. In accordance with Regulation S-P, the Fund and the Transfer Agent each represent that it will not disclose or use any Customer Data other than as necessary to carry out the purposes of this Agreement. In the event of breach of the foregoing, the remedies provided by Section 7.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-agent or to agents or representatives of the Fund for purposes of providing services under this Agreement.

8.2 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to subpoenas from state or federal government authorities, the Transfer Agent will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent expressly reserves, for itself and its sub-agents, the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

9. Indemnification

9.1 The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent harmless from and against, any and all reasonable losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:

(a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) the Fund's (or its trustees', officers' or employees') lack of good faith, negligence, or willful misconduct which arise out of the breach of any representation or warranty by the Fund;

(c) the Transfer Agent's (and its sub-agent's) reliance upon, and any subsequent use of or action taken or omitted by the Transfer Agent (or its sub-agents) in good faith based on (i)

any information, records, documents, data, stock certificates, or services that are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions, or other similar means authorized by the Fund, and that have been prepared, maintained, or performed by the Fund or any other person or firm on behalf of the Fund, including, but not limited to, any previous transfer agent or registrar and reasonably believed to be genuine, authentic or signed by the proper person or persons; (ii) any instructions or requests of the Fund or any of its authorized officers that is reasonably believed to be genuine, authentic or signed by the proper person or persons; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement that are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic or signed by the proper person or persons;

(d) the offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer of sale of such Shares, unless such violation of state securities law was directly attributable to the Transfer Agent's negligence, bad faith, or willful misconduct (with respect to this Section 9.1(d), in addition to indemnifying and holding harmless the Transfer Agent, the Fund shall also indemnify and hold harmless the Transfer Agent's agents and sub-contractors);

(e) the negotiation and processing of any checks, including, without limitation, for deposit into any bank account of the Fund so long as the Transfer Agent complies with applicable procedures and guidelines approved by the Fund; or

(f) the Transfer Agent's entering into any agreements required by the National Securities Clearing Corporation ("NSCC") for the transmission of Fund or Shareholder data through the NSCC clearing systems.

9.2 The Fund shall not be responsible for, and the Transfer Agent shall indemnify and hold the Fund harmless from and against any and all reasonable losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any actions or omissions of the Transfer Agent as a result of the Transfer Agent's lack of good faith, negligence, or willful misconduct.

9.3 In order that the indemnification provisions contained in this Section 9 shall apply, upon the assertion of a claim for which either party may be required to indemnify theother, the party seeking indemnification shall promptly notify the other party of such assertion and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify hereunder shall have the option with counsel selected by it to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in

any case in which the other party may be required to indemnify it except with the other party's prior written consent (which shall not be unreasonably withheld).

10. Standard of Care

10.1 The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such errors are caused by its negligence, bad faith, or willful misconduct or that of its employees, except as provided in Section 10.2 below. The parties agree that any encoding or payment processing errors and the liability arising under Section 4-209 of the Uniform Commercial Code shall be governed by this Section 10.1.

10.2 In the case of Exception Services as defined in Section 2.3 herein, the Transfer Agent shall not be liable for loss or damage due to errors unless such errors are caused by its gross negligence, bad faith or willful misconduct or that of its employees.

11. Information to be Furnished by the Fund

11.1 The Fund shall promptly furnish to the Transfer Agent the following:

(a) a certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement;

(b) a copy of the Declaration of Trust and By-Laws of the Fund and all amendments thereto;

(c) a list of all officers of the Fund, together with specimen signatures of those officers, who are authorized to instruct the Transfer Agent in all matters; and

(d) two copies of the following:

1. all of its current Prospectuses and Statements of Additional Information; and

2. all other forms commonly used by the Fund with regard to its relationships and transactions with Shareholders of the Fund.

12. Recordkeeping

12.1 The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms, and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

12.2 The Transfer Agent shall keep records relating to the services to be performed hereunder, in such form and manner as it may deem advisable. To the extent required by Section 31 of the

Investment Company Act of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained, and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

12.3 Upon reasonable notice and during normal business hours, the Transfer Agent shall make available to the Fund its records supporting performance of its obligations hereunder as the parties may from time to time agree, provided however that such records will not relate in any way whatsoever to records of Transfer Agent's other clients or general business operations.

13. Termination of Agreement

13.1 This Agreement may be terminated by either party upon one hundred twenty (120) days' written notice to the other.

13.2 Should the Fund exercise its right to terminate this Agreement, all reasonable out-of-pocket expenses associated with the movement of records and material will be borne by the Fund at cost. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination. Payment of such expenses or costs shall be in accordance with Section 3.4 of this Agreement.

13.3 Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations. In addition, the Transfer Agent shall promptly provide to the Fund or a successor transfer agent all records and information required to be maintained by the Transfer Agent hereunder. To the extent reasonably possible, the Transfer Agent shall deliver such records and information in machine readable form.

13.4 Upon the resignation by the Transfer Agent or any of its agents or sub-contractors or their affiliates as custodian of a Retirement Account, the Transfer Agent shall promptly return to the Fund and shall require its agents or sub-contractors to promptly return to the Fund all Fund and Fund Shareholder records and information held or maintained by such party in its capacity as Retirement Account custodian. To the extent reasonably possible, such records and information shall be delivered to the Fund in machine readable form.

14. Assignment and Third Party Beneficiaries.

14.1 Except as provided in Section 15.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

14.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits under this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

14.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund.

15. Subcontractors

15.1 The Transfer Agent may, without further consent on the part of the Fund, engage subcontractors to perform any of the obligations of the Transfer Agent under this Agreement; provided, however, that the Transfer Agent shall be fully responsible to the Fund for the acts and omissions of the subcontractor as it is for its own acts and omissions.

15.2 Except as otherwise provided in Section 15.1, nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties, such as, by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, NSCC and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

16. Miscellaneous

16.1 Relationship of Parties. The parties agree that they are independent contractors and not partners or co-venturers, and nothing contained herein shall be interpreted or construed otherwise.

16.2 Amendment. This Agreement may be amended or modified by a written agreement executed by both parties.

16.3 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

16.4 Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

16.5    Consequential Damages. Neither party to this Agreement shall be liable
        to the other party for consequential damages under any provision of
        this Agreement or for any consequential damages arising out of any act
        or failure to act hereunder.

16.6    Survival. All provisions regarding indemnification, warranty,
        liability, and limits thereon and confidentiality and/or protections of
        proprietary rights and trade secrets shall survive the termination of
        this Agreement.

16.7    Severability. If any provision or provisions of this Agreement shall be
        held invalid, unlawful or unenforceable, the validity, legality, and
        enforceability of the remaining provisions shall not in any way be
        affected or impaired.

16.8    Priorities Clause. In the event of any conflict, discrepancy, or
        ambiguity between the terms and conditions contained in this Agreement
        and any schedules or attachments hereto, the terms and conditions
        contained in this Agreement shall take precedence.

16.9    Waiver. No waiver by either party or any breach or default of any of
        the covenants or conditions herein contained and performed by the other
        party shall be construed as a waiver of any succeeding breach of the
        same or of any other covenant or condition.

16.10   Merger of Agreement. This Agreement constitutes the entire agreement
        between the parties hereto and supersedes any prior agreement with
        respect to the subject matter hereof whether oral or written.

16.11   Counterparts. This Agreement may be executed by the parties hereto on
        any number of counterparts, and all of said counterparts taken together
        shall be deemed to constitute one and the same instrument.

16.12   Reproduction of Documents. This Agreement and all schedules, exhibits,
        attachments and amendments hereto may be reproduced by any
        photographic, photostatic, microfilm, micro-card, miniature
        photographic, or other similar process. The parties hereto each agree
        that any such reproduction shall be admissible in evidence as the
        original itself in any judicial or administrative proceeding, whether
        or not the original is in existence and whether or not such
        reproduction was made by a party in the regular course of business, and
        that any enlargement, facsimile, or further reproduction shall likewise
        be admissible in evidence.

16.13   Notices. All notices and other communications as required or permitted
        hereunder shall be in writing and sent by first class mail, postage
        prepaid, addressed as follows or to such other address or addresses of
        which the respective party shall have notified the other.

                    (a)  If to CDC IXIS Asset Management Services, Inc., to:

                         CDC IXIS Asset Management Services, Inc.
                         399 Boylston Street
                         Boston, Massachusetts 02116

Attention: President With a copy to: General Counsel Facsimile: (617) 449-2847

(b) If to the Fund, to:

Loomis Sayles Investment Trust
One Financial Center
Boston, Massachusetts 02111
Attention: Nicholas H. Palmerino

17. Additional Funds

In the event that the Fund establishes one or more series of Shares in addition to those named on the attached Schedule A with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and, if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

18. Limitations of Liability of the Trustees and Shareholders

A copy of the Fund's Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Fund, on further behalf of each series thereof, and not on behalf of the Trustees of the Fund individually and that the obligations of this instrument are not binding upon any of the Trustees or Shareholders individually, but are binding only upon the assets and property of the Fund attributable to the relevant series of the Fund.

[Remainder of This Page Left Blank Intentionally]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

LOOMIS SAYLES INVESTMENT TRUST

                                       BY: /s/ Lauren B. Pitalis
                                           -----------------------------
                                       Name:  Lauren B. Pitalis
                                       Title: Vice President

ATTEST:

/s/ Nicholas H. Palmerino
--------------------------------
Name:  Nicholas H. Palmerino
Title: Assistant Treasurer

CDC IXIS ASSET MANAGEMENT SERVICES, INC.

                                       BY: /s/ Christopher L. Wilson
                                           -----------------------------
                                       Name:  Christopher L. Wilson
                                       Title: President

ATTEST:

/s/ John E. Pelletier
--------------------------------
Name:  John E. Pelletier
Title: Secretary

SCHEDULE A

LIST OF LOOMIS SAYLES INVESTMENT TRUST PORTFOLIOS

1. LSIT Benchmark Core Bond Fund
2. LSIT Core Plus Fixed Income Fund
3. LSIT Fixed Income Fund
4. LSIT Institutional High Income Fund
5. LSIT Intermediate Duration Fixed Income Fund
6. LSIT Investment Grade Fixed Income Fund
7. LSIT Mid Cap Growth Fund
8. LSIT Provident Fund
9. LSIT Small Company Growth Fund

LOOMIS SAYLES INVESTMENT TRUST          CDC IXIS ASSET MANAGEMENT SERVICES, INC.


BY: /s/ Lauren B. Pitalis                   BY: /s/ Christopher L. Wilson
    -----------------------------               --------------------------
Name:    Lauren B. Pitalis                  Name:   Christopher L. Wilson
Title:   Vice President                     Title:  President

SCHEDULE B
SERVICES TO BE PROVIDED BY THE TRANSFER AGENT

Perform the customary services of a transfer agent, dividend disbursing agent, and, as relevant, agent in connection with accumulation, open-account or similar plan (including any periodic investment plan or periodic withdrawal program), including, but not limited to, the following:

1. Maintain all Shareholder accounts;

2. Process transactions, including, but not limited to, new account set up, transfer of Share ownership, exchange of Shares, telephone transactions, and literature requests;

3. Prepare Shareholder meeting lists, in conjunction with Loomis Sayles Liaison and Legal Department;

4. Mail Shareholder proxies, Shareholder reports, and prospectuses to current Shareholders, in conjunction with Loomis Sayles Liaison and Legal Department;

5. Manage proxy process, coordinate vendor selection with Loomis Sayles, confer with Loomis Sayles to make decisions regarding second and third mailings, phone solicitation, etc.; receive and tabulate Shareholders proxies;

6. Withhold taxes on U.S. resident and non-resident alien accounts;

7. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders;

8. Prepare and mail confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts;

9. Prepare and mail activity statements for Shareholders;

10. Provide Shareholder account information through various means, including, but not limited to, telephone calls, correspondence, and research;

11. Receive for acceptance orders for the purchase of Shares and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund (the "Custodian") authorized pursuant to the Fund's Declaration of Trust;

12. Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

13. Receive for acceptance redemption requests and redemption directions either in correspondence, via telephone, facsimile, transmission, or through NSCC or any other method deemed appropriate by the Fund and deliver the appropriate documentation thereof to the Custodian;

14. At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

15. With respect to the transactions in items 11, 12, 13 and 14 above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Fund;

16. Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

17. Prepare and transmit payments for dividends and distributions declared by the Fund on behalf of the applicable Portfolio;

18. Maintain such bank accounts (which accounts may be in the name of the Transfer Agent or a subagent thereof) as the Transfer Agent shall deem necessary to the performance of its duties hereunder, including, but not limited to, the processing of Share purchases and redemptions and the payment of Portfolio dividends; any income or expense associated with any such account shall accrue to or be borne by the Transfer Agent;

19. If applicable, issue replacement certificates for those certificates alleged to have been lost, stolen, or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and protecting the Transfer Agent and the Fund; the Transfer Agent, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

20. Report abandoned property to the various states as authorized by the Fund according to policies and principles agreed upon by the Fund and the Transfer Agent; the Transfer Agent has retained a vendor to conduct searches for lost shareholders not identified by the Sub-Transfer Agent's lost shareholder system;

21. Maintain records of account for and advise the Fund and its Shareholders as to the foregoing;

22. Record the issuance of Shares of the Fund and maintain a record of the total number of Shares of the Fund that are authorized, based upon data provided to it by the Fund, and issued and outstanding; the Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares that are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the

issue or sale of such Shares, which functions shall be the sole responsibility of the Fund;

23. Maintain a daily record and produce a daily report for the Fund of all transactions, receipts, and disbursements of money and securities to and from Shareholders and deliver a copy of such report for the Fund for each business day to the Fund no later than 10:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;

24. Register and maintain accounts through Networking and accept and effectuate the purchase, redemption, transfer and exchange of Shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by NSCC on behalf of NSCC's participants, including the Fund), in accordance with instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks, which have been established, or in accordance with the instructions of authorized persons as hereinafter defined on the dealer file maintained by the Transfer Agent; issue instructions to the Fund's banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); provide account and transaction information from the affected Fund's records on the System in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and maintain Shareholder accounts on the System through Networking; and

25. In conjunction with the Sub-Transfer Agent, perform and/or oversee the performance of the following anti-money laundering compliance services with respect to the beneficial ownership of shares in the Fund for which the Transfer Agent or Sub-Transfer Agent maintains the applicable shareholder information:

. Follow the Fund's third party check policies (which may change from time to time). [In accordance with the Fund's current policy, reject third party checks for new accounts or for subsequent purchases within the Funds.]

. Submit all financial and non-financial transactions through the Office of Foreign Assets Control ("OFAC") database and the Securities and Exchange Commission Control Lists.

. Review redemption transactions that occur within thirty (30) days of account establishment or maintenance.

. Review wires sent to banking instructions other than those on file.

. Review a shareholder's account for unusual activity when purchases and redemptions by the shareholder (based on social security number or other tax identification number within the Funds' records) hit the $100,000 threshold that has been set on the "Unusual Activity Warning System."

. Review accounts to identify those established by known offenders attempting fraud and once identified, freeze such accounts.

. Monitor and track cash equivalents under $10,000 for a rolling twelve-month period and file Form 8300 as necessary.

. File suspicious activity reports as necessary.

. Undertake such other monitoring of suspicious or unusual transactions as may from time to time be set forth in the Sub-Transfer Agent's anti-money laundering program.

. Review all newly established foreign accounts.

. Review all maintenance transactions that occur to foreign accounts.

. Monitor all redemption proceeds that are sent via overnight courier.

. Review all financial transactions for which the check clearing hold has been waived.

. Monitor all financial transactions over $25,000 for unusual and/or suspicious activity.

. In the event that the Transfer Agent or Sub-Transfer Agent detects suspicious activity as a result of the foregoing procedures, which necessitates the filing of a suspicious activity report, a Form 8300 or other similar report or notice to OFAC or other regulatory agency, then the Transfer Agent shall immediately notify the Fund, unless prohibited by applicable law.

LOOMIS SAYLES INVESTMENT TRUST          CDC IXIS ASSET MANAGEMENT SERVICES, INC.


BY: /s/ Lauren B. Pitalis                  BY: /s/ Christopher L. Wilson
    -----------------------------              --------------------------
Name:    Lauren B. Pitalis                 Name:   Christopher L. Wilson
Title:   Vice President                    Title:  President

SCHEDULE 2.2
THIRD PARTY ADMINISTRATOR PROCEDURES

Dated February 1, 2003

1. On each Business Day, the TPA shall receive, on behalf of and as agent of the Fund(s), Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case, based on the Plan's receipt of purchase orders and redemption requests by Participants in proper form by the time required by the terms of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund's prospectus. Each Business Day on which the TPA receives Instructions shall be a "Trade Date."

2. The TPA shall communicate the TPA's acceptance of such Instructions to the applicable Plan.

3. On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares (TD+1), the TPA shall notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each Plan. In the case of net purchases by any Plan, the TPA shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on TD+1. In the case of net redemptions by any Plan, the TPA shall instruct the Fund's custodian to transmit the redemption proceeds for Shares by wire transfer to the Trustees of such Plan on TD+1. The times at which such notification and transmission shall occur on TD+1 shall be as mutually agreed upon by each Fund, the TPA, and the Transfer Agent.

4. The TPA shall maintain separate records for each Plan, which records shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA shall maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA, or the nominee of either thereof as the record owner of Shares owned by such Plan.

5. The TPA shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

6. The TPA shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

7. The TPA shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports and other information provided by each Fund for delivery to its shareholders.

8. The TPA shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.

9. The TPA shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans.

10. The TPA shall, with respect to Shares, maintain account balance information for the Plan and daily and monthly purchase summaries expressed in Shares and dollar amounts.

11. Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports, and other materials relating to each Fund be furnished to Participants, in which event, the Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA shall, at the request of the Transfer Agent or each Fund, provide at the TPA's expense complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

LOOMIS SAYLES INVESTMENT TRUST        CDC IXIS ASSET MANAGEMENT SERVICES, INC.



BY: /s/ Lauren B. Pitalis                BY: /s/ Christopher L. Wilson
    -----------------------------            --------------------------
Name:    Lauren B. Pitalis               Name:   Christopher L. Wilson
Title:   Vice President                  Title:  President

SCHEDULE 3.1
FEES

Dated as of February 1, 2003

Annual Account Service Fees

Each LSIT Portfolio will pay the greater of: $12,000 or 0.01% of average daily net assets, subject however to the minimum aggregate fee set forth below.

Minimum Aggregate Fee: If the aggregate fees for all LSIT Portfolios payable pursuant to the foregoing sentence do not equal or exceed $8,334 in any single month, LSIT will pay the minimum aggregate fee of $8,334 ($100,000 annually). Any such amount required to achieve the minimum aggregate fee will be allocated to all of the LSIT Portfolios based on the percentage of net assets each Portfolio represents of the total assets of LSIT.

Fees are billable on a monthly basis at a rate of 1/12/th/ the annual fee and based on the average daily net assets during each month.

IRA Custodial Fees (payable to the Transfer Agent by shareholders)

New Account Acceptance and Set-Up $ 5.00/Account Annual Maintenance $10.00/Account

Support Service Fees

Support services (Business Management Group) for Loomis Sayles Funds and Loomis Sayles Investment Trust of up to an aggregate of 700 hours are included in the Account Service Fee schedule above. Support services in excess of 700 hours can be retained at an established rate of $135 per hour.

Out of Pocket Expenses

Out-of-pocket expenses include, but are not limited to, confirmation statements, investor statements, postage, audio response, telephone, telecommunication and line charges, equipment (including imaging equipment and support), record storage, records retention, transcripts, microfilm, microfiche, disaster recovery capabilities, checks, forms (including year end forms), wire fees, mailing and tabulating proxies, sub-transfer agency fees including omnibus account fees and networking fees, administrative expenses associated with anti-money laundering services, costs associated with certain specialty products, systems, or services, as applicable (such as retirement plan recordkeeping, "Investor," "Voice," "FAN," and "Vision", electronic statements and electronic delivery initiatives), system conversion costs, and any other expenses incurred at the specific direction of the Fund.

Ad hoc reports are treated as out-of-pocket expenses, with the costs borne by the fund distributor or client requesting the report.

Subject to each party's right to terminate this Agreement pursuant to Section 13 hereof, the Transfer Agent and the Fund agree that the fees set forth in this Schedule 3.1 shall remain in effect for a period of one year from the date of this Agreement. Upon the expiration of such one-year period, the Transfer Agent and the Fund hereby agree to negotiate in good faith such changes to this Schedule as they may deem necessary.

LOOMIS SAYLES INVESTMENT TRUST         CDC IXIS ASSET MANAGEMENT SERVICES, INC.



BY: /s/ Lauren B. Pitalis                 BY: /s/ Christopher L. Wilson
    -----------------------------             --------------------------
Name:    Lauren B. Pitalis                Name:   Christopher L. Wilson
Title:   Vice President                   Title:  President

SCHEDULE 6.2

WIRE TRANSFER SECURITY PROCEDURES
CUSTOMER SELECTION FORM

SECTION I
Details the types of funds transfers processed on behalf of Loomis Sayles Investment Trust

Please select the appropriate security procedures from Section II for each type of funds transfer listed in Section I.

Types of Funds Transfers

SECTION II
Lists the types of security procedures offered.

Security Procedures

A. Repetitive Wires/ACH Transactions

B. Telephone Confirmation

C. Encryption

Authorization

CDC IXIS Asset Management Services, Inc. is hereby instructed to implement the above checked security procedure(s) in regard to payment orders initiated by or on behalf of our organization or its shareholders.

/s/ Lauren B. Pitalis                                          11/26/02
---------------------------                                    ---------
Authorized Signature                                           Date
Name: Lauren B. Pitalis
Title:  Vice President

FUNDS TRANSFER SECURITY PROCEDURES DEFINITIONS

Repetitive Wires

1. Shareholder Generated

Wires initiated from existing authorized shareholder accounts. Each wire is sent to the same pre-established destination bank and beneficiary account number. Only the date of the wire and dollar amount may vary from instruction to instruction. Changes to that file can only be performed based on written instructions coupled with a signature guarantee. The establishment of the repetitive wire is confirmed via a written notice to the shareholder's address of record.

2. Client Generated

Manual wires processed on behalf of the client. Wires are initiated from the same authorized debit account and sent to the same destination bank and beneficiary account number each time. Only the date and the dollar amount may vary from instruction to instruction.

Telephone Confirmation

Telephone confirmation will be used to verify funds transfer instructions received via telephone, untested facsimile or mail. This security procedure can be used to authenticate non-repetitive and repetitive wire transfers instructions. Repetitive wires may be subject to a specific threshold at the client's discretion.

As part of the confirmation process, customers must designate individuals as authorized initiators and authorized confirmers. Within 24 hours of receipt of the wire instruction and prior to execution, a Transfer Agent associate will contact someone other than the originator at the customer's location to authenticate the instructions. Additionally, a confirmation log will be maintained to provide an evidentiary control as well as providing an invaluable operational tool for resolving any disputes.

Encryption

Delivery of wire transfer is completed via computer to computer data communications. Recommended security procedures include encryption, the process by which data traveling over communication lines is cryptographically transformed (encrypted). This control is appropriate not only for terminal based initiation, but also being used by some institutions in the form of both encrypted facsimile and encrypted voice communication. This delivery mechanism is typically used for high volume business such as shareholder redemptions and dividends.

Telephone Communications

All telephone communication between the Transfer Agent and the client will be handled on recorded telephone lines.

Transfers Initiated Via Facsimile Transmission

Transfers initiated via fax may use either repetitive wire security procedures, telephone confirmation or a combination of both.

Optional Security Procedure

Client may establish telephone confirmation procedures to authenticate repetitive manual wires initiated via telephone, untested facsimile or mail in excess of certain dollar amounts using the attached forms.

FUNDS TRANSFER OPERATING GUIDELINES

1. Obligation of the Sender: The Transfer Agent is authorized to promptly debit the appropriate Fund account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Fund instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this the customary deadline will be deemed to have been received the next business day.

2. Security Procedure: The Fund acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Fund from security procedures offered by the Transfer Agent. The Fund shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Transfer Agent in writing. The Fund must notify the Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Fund's authorized personnel. The Transfer Agent shall verify the authenticity of all Fund instructions according to the Security Procedure.

3. Account Numbers: The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

4. Rejection: The Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agent's receipt of such payment order; (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agent's sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits that are applicable to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

5. Cancellation of Amendment: The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6. Errors: The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure

is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

7. Interest and Liability Limits: The Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order. In no event (including failure to execute a payment order) shall the Transfer Agent be liable for special, indirect or consequential damages, even if advised of the possibility of such damages.

8. Automated Clearing House ("ACH") Credit Entries/Provisional Payments: When the Fund initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Transfer Agent will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement, the Fund agrees that the Transfer Agent shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry.

9. Confirmation Statements: Confirmation of Transfer Agent's execution of payment orders shall ordinarily be provided within twenty four (24) hours, notice of which may be delivered through the Transfer Agent's or its subagent's proprietary information systems, or by facsimile or call-back. The Fund must report any objections to the execution of an order within thirty (30) days.

I understand and agree to the terms and conditions described above. I am authorized to sign on behalf of each of the mutual funds or other entities named on Schedule A.

By:  /s/ Lauren B. Pitalis                               Date:  11/20/02
     -------------------------------                            ----------

Name:  Lauren B. Pitalis
      ------------------------------

Title:  Vice President
       -----------------------------

Client/Fund

Loomis Sayles Investment Trust
--------------------------------------------------------------------------------

Street: One Financial Center                              Apt:
--------------------------------------------------------------------------------

City: Boston                                State: MA     Zip: 02111
--------------------------------------------------------------------------------

                                       Maximum $ Limit                                               Maximum $ Limit
                                       Per Transaction                                               Per Transaction
       DDA Number                      ---------------                   DDA Number                  ---------------
       (8 Digits)                          (if any)                      (8 Digits)                     (if any)

                                             N/A                    1.
--------------------------          -----------------------         ----------------------       ------------------------

                                             N/A                    2.
--------------------------          -----------------------         ----------------------       ------------------------

                                             N/A                    3.
--------------------------          -----------------------         ----------------------       ------------------------

                                             N/A                    4.
--------------------------          -----------------------         ----------------------       ------------------------

                                             N/A                    5.
--------------------------          -----------------------         ----------------------       ------------------------

                                        purchases only              6.
--------------------------          -----------------------         ----------------------       ------------------------

Exhibit (h)(1)(ii)

FIRST ADDENDUM TO
TRANSFER AGENCY AND SERVICE AGREEMENT

ADDENDUM, entered into this 12th day of September, 2003 by and among and CDC NVEST COMPANIES TRUST I ("Companies Trust") and CDC NVEST FUNDS TRUST I, CDC NVEST FUNDS TRUST II, CDC NVEST FUNDS TRUST III, CDC NVEST FUNDS CASH MANAGEMENT TRUST, CDC NVEST FUNDS TAX EXEMPT MONEY MARKET TRUST (collectively "CDC Nvest Trusts") and LOOMIS SAYLES FUNDS I, LOOMIS SAYLES FUNDS II (collectively "Loomis Trusts" and together with Companies Trust and CDC Nvest Trusts, the "Funds") and CDC IXIS ASSET MANAGEMENT SERVICES, INC. (the "Transfer Agent").

WHEREAS, Companies Trust and Transfer Agent are parties to a Transfer Agency and Service Agreement dated as of September 1, 2000, ("Companies Trust Agreement") pursuant to which the Transfer Agent acts as transfer agent, disbursing agent, and agent in connection with certain other activities on behalf of Companies Trust;

WHEREAS, CDC Nvest Trusts and Transfer Agent are parties to a Transfer Agency and Service Agreement dated as of November 1, 1999, ("CDC Nvest Trust Agreement") pursuant to which the Transfer Agent acts as transfer agent, disbursing agent, and agent in connection with certain other activities on behalf of the CDC Nvest Trusts;

WHEREAS, Each of the Loomis Trusts and Transfer Agent are parties to a separate Transfer Agency and Service Agreement, each dated as of February 1, 2003, (collectively, "Loomis Trust Agreements", together with Companies Trust Agreement and CDC Nvest Trust Agreement, "Agreements") pursuant to which the Transfer Agent acts as transfer agent, disbursing agent, and agent in connection with certain other activities on behalf of the Loomis Trusts;

WHEREAS, the Funds are authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets (each such series, together with all other series subsequently established by the Funds and made subject to the Agreements in accordance with Section 17 of the Agreements and in accordance with terms thereof, being hereinafter referred to as a "Portfolio," and collectively as the "Portfolios");

WHEREAS, the Funds, on behalf of the Portfolios, and the Transfer Agent desire to amend the Agreements to bring the Agreement into compliance with the rules of the Securities and Exchange Commission, the Department of Treasury or any other governmental agency requiring each Fund's adoption, establishment and implementation of a customer identification program ("CIP");

WHEREAS, the Funds and the Transfer Agent desire to amend Schedule A of each Agreement to reflect changes in Portfolios; and

WHEREAS, the Funds, on behalf of the Portfolios, and the Transfer Agent desire to amend Schedule 3.1 of the Agreements to reflect changes in fees.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Agreements, pursuant to the terms thereof, as follows:

1. Definitions. As used in this Addendum, the following terms have the following meanings:

(A) "Fund Account" means any contractual or other business relationship between the Funds and a Fund Customer, defined below, established to effect transactions in securities issued by the Fund, including the purchase and sale of such securities.

(B) "Fund Customer" means (i) a person that opens a new Fund Account and (ii) any individual who opens a Fund Account for (a) an individual who lacks legal capacity (such as a minor) or (b) an entity that is not a legal person (such as a civic club), but the term does not include those persons excluded from the definition of "customer" by paragraph (a)(2)(ii) of 31 CFR Part 103.131.

2. Terms. Capitalized terms used, but not defined, herein shall have the meanings given to them in the Agreements.

3. Customer Identification Program. On and after October 1, 2003 through the term of the Agreements, the Transfer Agent shall implement the Funds' CIP, as such program has been provided to the Transfer Agent by the Funds and as may be amended by the Funds from time to time. The Transfer Agent shall provide the Funds with reasonable access to all records related to the establishment and maintenance of Fund Accounts that have been retained in compliance with the CIP and shall take such further action as may be reasonably requested by the Funds to facilitate compliance with the CIP. The Transfer Agent shall provide adequate notice to Fund Customers that the Transfer Agent and the Funds are requesting information to verify their identities.

4. Certification. The Transfer Agent shall certify at least annually, beginning in October 2003, to the Funds that the Transfer Agent has implemented the specific requirements of the Fund's CIP.

5. Interpretation and Effect on Agreement. The foregoing provisions of this Addendum shall not be construed to limit the Transfer Agent's other obligations under the Agreements. The provisions of this Addendum, including without limitation the definitions of "Fund Account" and "Fund Customer," shall be interpreted in accordance with any amendment to 31 CFR Part 103.131 and any guidance issued by the Securities and Exchange Commission, the Department of Treasury or any other governmental agency.

6. Funds. Schedule A of the Companies Trust Agreement is deleted in its entirety and replaced with Schedule A attached hereto. Schedule A of the CDC Nvest Trust Agreement is deleted in its entirety and replaced with Schedule A attached hereto. Schedule A of each Loomis Trust Agreement is deleted in its entirety and replaced with Schedule A attached hereto.

7. Change in Fees. Schedule 3.1 of the Agreements is deleted in its entirety and replaced with the Schedule 3.1 attached hereto.

8. Miscellaneous. This First Addendum may be executed in any number of counterparts, each of which shall be considered an original, but all of which shall together constitute

one and the same instrument. All section headings in this First Addendum are solely for convenience of reference, and do not affect the meaning or interpretation of this First Addendum. This First Addendum shall have the effect of amending the Agreements but solely as to the matters set forth herein. All provisions of the Agreements not deleted, amended or otherwise modified herein shall remain in full force and effect. In the event of any inconsistency between this First Addendum and the Agreements, this First Addendum shall control.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, each of the parties has caused this Addendum to be executed in its name and on its behalf by its duly authorized representative as of the date first above written.

CDC IXIS ASSET MANAGEMENT SERVICES,         CDC NVEST CASH MANAGEMENT
INC.                                        TRUST

By:                                         By:
       ------------------------------              ----------------------------
Name:   Christopher L. Wilson               Name:   John T. Hailer
       ------------------------------              ----------------------------
Title:  President                           Title:  President
       ------------------------------              ----------------------------

CDC NVEST FUNDS TRUST I                     LOOMIS SAYLES FUNDS I

By:                                         By:
       ------------------------------              ----------------------------
Name:   John T. Hailer                      Name:   John T. Hailer
       ------------------------------              ----------------------------
Title:  President                           Title:  Executive Vice President
       ------------------------------              ----------------------------

CDC NVEST FUNDS TRUST II                    LOOMIS SAYLES FUNDS II

By:                                         By:
       ------------------------------              ----------------------------
Name:   John T. Hailer                      Name:   John T. Hailer
       ------------------------------              ----------------------------
Title:  President                           Title:  President
       ------------------------------              ----------------------------

CDC NVEST FUNDS TRUST III

By:
       ------------------------------
Name:   John T. Hailer
       ------------------------------
Title:  President
       ------------------------------

CDC NVEST COMPANIES TRUST I

By:
       ------------------------------
Name:   John T. Hailer
       ------------------------------
Title:  President
       ------------------------------

By:
       ------------------------------
Name:   John T. Hailer
       ------------------------------
Title:  President
       ------------------------------

Schedule A - CDC Nvest Trusts

CDC Nvest Funds Trust I
CDC Nvest International Equity Fund
CDC Nvest Large Cap Growth Fund
CDC Nvest Star Advisers Fund
CDC Nvest Star Growth Fund
CDC Nvest Star Small Cap Fund
CDC Nvest Star Value Fund
CDC Nvest Star International Fund
CGM Advisor Targeted Equity Fund
Loomis Sayles Core Plus Bond Fund
Loomis Sayles Government Securities Fund Westpeak Capital Growth Fund

CDC Nvest Funds Trust II
Harris Associates Growth and Income Fund Loomis Sayles Massachusetts Tax Free Income Fund

CDC Nvest Funds Trust III
Harris Associates Focused Value Fund

CDC Nvest Cash Management Trust
CDC Nvest Cash Management Trust - Money Market Series

CDC Nvest Tax Exempt Money Market Trust

All Portfolios within the CDC Nvest Trusts are Load Funds for purposes of Schedule 3.1 Fees.

Schedule A - Companies Trust

CDC Nvest Companies Trust I
AEW Real Estate Fund

All Portfolios within Companies Trust are Load Funds for purposes of Schedule 3.1 Fees.

Schedule A - Loomis Trusts

Loomis Sayles Funds I
Loomis Sayles Benchmark Core Fund (3)
Loomis Sayles Bond Fund (2)
Loomis Sayles Core Plus Fixed Income Fund (3) Loomis Sayles Fixed Income Fund (3)
Loomis Sayles Global Bond Fund (2)
Loomis Sayles Institutional High Income Fund (3) Loomis Sayles Intermediate Duration Fixed Income Fund (3) Loomis Sayles Investment Grade Fixed Income Fund (3) Loomis Sayles Mid Cap Growth Fund (3)
Loomis Sayles Small Cap Value Fund (2)
Loomis Sayles Small Company Growth Fund (3) Loomis Sayles US Government Securities Fund (3)

Loomis Sayles Funds II*
Loomis Sayles Aggressive Growth Fund (2) Loomis Sayles Growth Fund (1)
Loomis Sayles High Income Fund (1)
Loomis Sayles International Equity Fund (1) Loomis Sayles Investment Grade Bond Fund** (1) Loomis Sayles Limited Term US Government Fund (1)

Loomis Sayles Municipal Income Fund (1)
Loomis Sayles Research Fund (1)
Loomis Sayles Small Cap Growth Fund (2)
Loomis Sayles Strategic Income Fund (1)
Loomis Sayles Tax-Managed Equity Fund (2) Loomis Sayles Value Fund (2)
Loomis Sayles Worldwide Fund (2)

(1) Load Funds for purposes of Schedule 3.1 Fees.
(2) No-Load Funds for purposes of Schedule 3.1 Fees.
(3) Institutional Funds for purposes of Schedule 3.1 Fees.

* Addendum and Agreement do not include Loomis Sayles Managed Bond because fund has only Class J shares. ** Addendum and Agreement do not include Class J shares of this Fund.

SCHEDULE 3.1
FEES

Dated as of September 12, 2003

Account Service Fees through December 31, 2003

Average Daily Net Assets*                  Fee
up to $____                                0.____%
between $____ and $____                    0.____%
in excess of $____                         0.____%

Fixed Income Funds -- subject to the greater of the basis point fee listed below or the minimum aggregate fee for all fixed income funds of $________

Average Daily Net Assets*                  Fee
up to $____                                0.____%
between $____ and $____                    0.____%
in excess of $____                         0.____%

Money Market Funds -- subject to the greater of the basis point fee listed below or the minimum aggregate fee for all money market funds of $________

Average Daily Net Assets*                  Fee
up to $____                                0.____%
between $____ and $____                    0.____%
in excess of $____                         0.____%

NO-LOAD FUNDS; LOAD FUNDS CLASS Y

No Load Retail Funds; Load Funds Class Y - subject to the greater of the basis point fee listed below or the minimum aggregate fee for all retail no-load funds and load funds class Y of $________

0.____% of Average Daily Net Assets*

INSTITUTIONAL FUNDS

Institutional Funds - subject to the greater of the basis point fee listed below or the minimum aggregate fee for all institutional funds of $________

0.____% of Average Daily Net Assets*

Monthly Minimums

--------------------------------------------------------------------------------
Each Portfolio/Class

       Equity Funds (Classes A, B and C)                           $____
       Fixed Income Funds (Classes A, B and C)                     $____
       Money Market Funds (Classes A, B and C)                     $____
       No Load Retail Funds; Load Funds Class Y                    $____
       Institutional Funds                                         $____
--------------------------------------------------------------------------------

*For purposes of calculating average daily net assets each month, all funds offered by CDC IXIS Asset Management Distributors, L.P. for which there are exchange privileges among the funds are included by fund type (e.g., Equity, Fixed Income, Money Market) and sales channel (e.g. Load, No-Load (which includes Class Y) and Institutional, as identified on Schedule A. However, the net assets subject to the monthly portfolio/class minimum shown above are excluded from the net assets subject to the basis point fee. As of the date hereof, Funds offered by CDC IXIS Asset Management Distributors, L.P. consists of all series within the CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust, CDC Nvest Tax Exempt Money Market Trust, CDC Nvest Companies Trust I, Loomis Sayles Funds I, and Loomis Sayles Funds II (except for Loomis Sayles Managed Bond Fund).

--------------------------------------------------------------------------------
IRA Custodial Fees

       Annual Maintenance (payable by shareholders)             $15.00/Account

--------------------------------------------------------------------------------
Small Account Fees

       Annual Fee for below minimum accounts
         (payable by shareholders)                              $20.00/Account

--------------------------------------------------------------------------------

Out of Pocket Expenses

Out-of-pocket expenses include, but are not limited to, confirmation statements, investor statements, postage, audio response, telephone, telecommunication and line charges, equipment (including imaging equipment and support), record storage, records retention, transcripts, microfilm, microfiche, disaster recovery capabilities, checks, forms (including year end forms), wire fees, mailing and tabulating proxies, sub-transfer agency fees including omnibus account fees and networking fees, costs associated with certain specialty products, systems, or services, as applicable (such as retirement plan recordkeeping, "Investor," "Voice," "FAN," and "Vision", electronic statements and electronic delivery initiatives), system conversion costs, and any other expenses incurred at the specific direction of the Fund.

Subject to each party's right to terminate this Agreement pursuant to Section 13 hereof, the Transfer Agent and the Fund agree that the fees set forth in this Schedule 3.1 shall remain in effect until December 31, 2003. Upon the expiration of such period, the Transfer Agent and the Fund hereby agree to negotiate in good faith such changes to this Schedule as they may deem necessary.

CDC NVEST FUNDS TRUST I                     CDC IXIS Asset Management
CDC NVEST FUNDS TRUST II                      Services, Inc.
CDC NVEST FUNDS TRUST III
CDC NVEST CASH MANAGEMENT
    TRUST
CDC NVEST TAX EXEMPT MONEY
    MARKET TRUST
CDC NVEST COMPANIES TRUST I
LOOMIS SAYLES FUNDS II

BY:                                         BY:
   ------------------------------              --------------------------------
   John T. Hailer, President                   Christopher L. Wilson, President

LOOMIS SAYLES FUNDS I

Exhibit (h)(2)(iii)

ASSIGNMENT
OF
ADMINISTRATIVE SERVICES AGREEMENT

ASSIGNMENT entered into this June 30, 2003, effective July 1, 2003 by and among LOOMIS SAYLES INVESTMENT TRUST ("Trust"), LOOMIS SAYLES & COMPANY, L.P. ("Loomis") and CDC IXIS ASSET MANAGEMENT SERVICES, INC. ("CDC IXIS-AMS").

WHEREAS, the Trust and Loomis are parties to an Administrative Services Agreement dated May 16, 2000, as amended on May 16, 2002 (the "Agreement"), whereby Loomis provides certain administrative services to the Trust; and

WHEREAS, Loomis and the Trust wish to assign Loomis' responsibilities and obligations under the Agreement to CDC IXIS-AMS;

WHEREAS, CDC IXIS-AMS wishes to accept such assignment.

NOW THEREFORE, the parties agree:

CDC IXIS-AMS shall perform administrative services to the Trust in accordance with the terms and conditions set forth in the Agreement, CDC IXIS-AMS shall assume all obligations of Loomis as set forth in the Agreement and Trust shall make all payments as set forth in the Agreement to CDC IXIS-AMS.

LOOMIS SAYLES INVESTMENT TRUST           LOOMIS SAYLES & COMPANY, L.P.

                                         By:  Loomis Sayles & Company, Inc,
                                         its general partner

By: /s/Daniel J. Fuss                    By: /s/Kevin Charleston
    --------------------------------         -------------------------------
Name: Daniel J. Fuss                     Name: Kevin Charleston
      ------------------------------           -----------------------------
Title: Executive Vice President          Title: Executive Vice President and CFO
       -----------------------------            --------------------------------

CDC IXIS ASSET MANAGEMENT
SERVICES, INC.

By: /s/ Christopher L. Wilson
    --------------------------------
Name: Christopher L. Wilson
      ------------------------------
Title: President
       -----------------------------

A Copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Trust by officers of the Trust as officers and not individually and that the obligations arising out of this Agreement are not binding upon any of the Trustees, officers or

shareholders individually, but are binding only upon the assets and property belonging to the Trust.

Exhibit i(i)

September 8, 2003

Loomis Sayles Funds I (the "Trust")
399 Boylston Street
Boston, Massachusetts 02116

Ladies and Gentlemen:

You have informed us that you propose to register under the Securities Act of 1933, as amended (the "Act"), and offer and sell from time to time shares of beneficial interest, without par value, of each of your Loomis Sayles Bond Fund series, Loomis Sayles Global Bond Fund series, Loomis Sayles Small Cap Value Fund series and Loomis Sayles U.S. Government Securities Fund series ("Shares"), at not less than net asset value.

We have examined an executed copy of your Agreement and Declaration of Trust dated December 23, 1993, as amended (as so amended, the "Declaration of Trust"), and are familiar with the actions taken by your trustees to authorize the issue and sale to the public from time to time of authorized and unissued Shares. We have further examined a copy of your By-Laws and such other documents and records as we have deemed necessary for the purpose of this opinion.

Based on the foregoing, we are of the opinion that:

1. The beneficial interest in each of your Loomis Sayles Bond Fund series, Loomis Sayles Global Bond Fund series, Loomis Sayles Small Cap Value Fund series and Loomis Sayles U.S. Government Securities Fund series is divided into an unlimited number of Shares.

2. The issue and sale of the authorized but unissued Shares has been duly authorized under Massachusetts law. Upon the original issue and sale of any of such authorized but unissued Shares and upon receipt of the authorized consideration therefor in an amount not less than the applicable net asset value, the Shares so issued and sold will be validly issued, fully paid and nonassessable by the Trust.

The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders could, under certain circumstances, be held personally

Loomis Sayles Funds I -2- September 8, 2003

liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or its trustees. The Declaration of Trust provides for indemnification out of the property of the particular series of shares for all loss and expense of any shareholder of such series held personally liable solely by reason of his or her being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the series itself would be unable to meet its obligations.

We understand that this opinion is to be used in connection with the registration of an indefinite number of Shares for offering and sale pursuant to the Act. We consent to the filing of this opinion with and as part of your Registration Statement on Form N-1A (File No. 333-22931) relating to such offering and sale.

Very truly yours,

/S/ ROPES & GRAY LLP

ROPES & GRAY LLP

Exhibit (m)(2)

[ ] FUND
Retail Class Distribution Plan

This Plan (the "Plan") constitutes the Distribution Plan relating to the Retail Class shares of [ ] Fund (the "Series"), a series of Loomis Sayles Funds I, a Massachusetts business trust (the "Trust").

Section 1. The Trust, on behalf of the Series, will pay to 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 "Distribution Fee") at an annual rate not to exceed 0.25% of the Series' average daily net assets attributable to Retail Class shares. Subject to such limit and subject to the provisions of Section 6 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. 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 Retail Class shares of the Series, or for providing personal services to investors in Retail Class shares of the Series and/or the maintenance of shareholder accounts, and may retain all or any portion of the Distribution Fee as compensation for the Distributor's services as principal underwriter of the Retail Class shares of the Series.

Section 2. 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 3. 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 4. 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 Retail Class shares of the Series.

Section 5. 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 Retail Class 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 6. This Plan may not be amended to increase materially the amount of expenses permitted pursuant to Section 1 hereof without approval by a vote of at least a majority of the outstanding Retail Class 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 2.

Section 7. 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 outstanding Retail Class 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.

Exhibit (m)(3)

[ ] FUND
Admin Class Distribution Plan

This Plan (the "Plan") constitutes the Distribution Plan relating to the Admin Class shares of [ ] Fund (the "Series"), a series of Loomis Sayles Funds I, a Massachusetts business trust (the "Trust").

Section 1. The Trust, on behalf of the Series, will pay to 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 "Distribution Fee") at an annual rate not to exceed 0.25% of the Series' average daily net assets attributable to Admin Class shares. Subject to such limit and subject to the provisions of Section 6 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. 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 Admin Class shares of the Series, or for providing personal services to investors in Admin Class shares of the Series and/or the maintenance of shareholder accounts, and may retain all or any portion of the Distribution Fee as compensation for the Distributor's services as principal underwriter of the Admin Class shares of the Series.

Section 2. 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 3. 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 4. 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 Admin Class shares of the Series.

Section 5. 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 Admin Class 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 6. This Plan may not be amended to increase materially the amount of expenses permitted pursuant to Section 1 hereof without approval by a vote of at least a majority of the outstanding Admin Class 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 2.

Section 7. 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 outstanding Admin Class 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.

Exhibit (n)

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
CDC Nvest Tax Exempt Money Market Trust
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 September, 2003

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, , CDC Nvest Tax Exempt Money Market Trust, 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 and CDC Nvest Tax Exempt Money Market Trust (the "Money Market Funds") in certain instances are 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.

Class C shares are offered at a public offering price that is 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 described in the Funds' prospectuses as from time to time in effect). The sales charges on Class C 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. Prior to December 1, 2000, Class C shares were 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 Y, Admin Class, Retail Class and Institutional Class shares are offered at their NAV, without an initial sales charge.

For Money Market Funds, Class A and Class C shares 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.

For Money Market Funds, Class A, Class B and Class C shares 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.

For Money Market Funds, Class A, Class B and Class C shares 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 Funds, 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 a Money Market Fund. If 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 a 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 Funds 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 a 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 a Money Market Fund. If 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 a 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 a 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 a Money Market Fund is included, but the holding period of the Class B shares of a 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 sales charge or CDSC. The holding period for determining any CDSC will include the holding period of the shares exchanged. Class C shares may also be exchanged for Class C shares of a Money Market Fund if available, 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 other than a Money Market Fund. If 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 in accounts of a Money Market Fund established prior to December 1, 2000 or that have previously been subject to a sales charge 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 may exchange 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 a 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 CDC Nvest Cash Management Trust.

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 a 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 CDC Nvest Cash Management Trust.

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.

Exhibit (p)(3)

CDC IXIS Asset Management Advisers, L.P.

CDC IXIS Asset Management Distributors, L.P.

CDC IXIS Asset Management Services, Inc.
Code of Ethics
July 1, 2003

This is the Code of Ethics of CDC IXIS Asset Management Advisers, L.P. (CIA), CDC IXIS Asset Management Distributors, L.P. (CID) and CDC IXIS Asset Management Services, Inc. (CIS) (the "Firms").

Things You Need to Know to Use This Code

1. Terms - Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code.

2. Associates and Access Persons - All officers, directors and employees of the Firms are considered Associates. To understand what parts of this Code apply to you, you need to know whether you are considered an Associate only, or are also considered an Access Person, and if so, whether you are considered a Level 1 or Level 2 Access Person. If you don't know, ask the Compliance Officer.

Most officers and directors of the Firms are regarded as Level 1 Access Persons, as defined in Part IV, and along with virtually all other Associates of the Firms do not have regular access to information regarding the purchase and sale of a security by a Retained Discretion Client, but may have regular access to information regarding the purchase or sale of securities by Delegated Discretion Clients.

A limited number of Associates of the Firms are regarded as Level 2 Access Persons, as defined in Part IV, because they have regular opportunity for access to information regarding portfolio transactions of Retained Discretion Clients. Throughout the organization, most Associates do not make or influence decisions regarding investment transactions. As a result, Part III of this Code, relating to personal securities transactions, only applies to Associates who have been designated Level 2 Access Persons, and Part II applies to all Access Persons.

The Compliance Department will maintain a list of all Access Persons subject to reporting requirements under this Code of Ethics. Periodically, the Firms' Compliance Department will evaluate these lists and determine if any changes need to be made. Anyone who has not been advised that he or she has been designated an Access Person but has reason to believe that he or she is an Access Person, or any Access Person who is unsure which Level of Access Person he or she is, should contact the Firms' Compliance Officer.

3. Compliance Department and Compliance Officer - Given the structure of the Firms, and CIA in particular, the administration of the Code of Ethics may be geographically and functionally split between Oakland, California and Boston, Massachusetts.

The Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However:

|X| the Firms expect that waivers will be granted only in rare instances;

and

|X| some provisions of the Code are mandated by Securities and Exchange Commission (SEC) rules and cannot be waived.

4. Organization of the Code - This Code has five sections:

Part I - Applies to All Associates
Part II - Applies to All Access Persons
Part III - Applies to Level 2 Access Persons only
Part IV - Definitions
Part V - Forms

5. Forms - There are three Reporting Forms that both Level 1 and Level 2 Access Persons have to submit under this Code. Level 2 Access Persons must also complete a Preclearance Request Form (Form D) before trading in a Covered Security. All Associates must use Form D to obtain approval to participate in Initial Public Offerings and Private Placements. You can get copies of all forms from the Compliance Officer.

6. Delegated Discretion Clients - The Firms have limited involvement in the business of providing investment advice or engaging in the investment decision-making process for registered investment companies. While CIA is the named adviser for certain CDC Nvest Funds, and CID is the distributor to all CDC Nvest Funds and the Loomis Sayles Funds, the Firms perform no portfolio management activities for registered investment companies directly, and therefore, largely do not employ methods of analysis or utilize other sources of information. For the CDC Nvest Funds on which CIA serves as named adviser, all portfolio management functions have been delegated to the named subadvisers of the Funds, each of which has executed subadvisory agreements with CIA. There are other CDC Nvest Funds for which CIA does not serve as adviser, but in each case CID is the Distributor for all CDC Nvest Funds and Loomis Sayles Funds. Therefore, all registered investment company clients are currently considered Delegated Discretion Clients.

The role of CIA with respect to Delegated Discretion Clients is:

|X| To provide business management and administrative services including:
the structuring of product, market positioning, pricing, general oversight and interfacing with subadvisers on portfolio performance issues.

|X| To monitor and oversee the investment management of Delegated Discretion Clients and the services provided by the subadvisers including portfolio performance, and to review controls over portfolio trading and portfolio holdings to ensure that the each Delegated Discretion Client is being managed in accordance with its objectives, policies and restrictions.

While as an adviser to registered investment companies, CIA is empowered with discretionary authority in the management of CDC Nvest Fund portfolios, this discretion has been delegated to subadvisers.

7. Retained Discretion Clients - CIA markets the investment expertise of its advisory affiliates and other advisory firms to separate account platforms.

While CIA primarily relies on model portfolios provided by affiliates or third party subadvisers to manage client assets, it retains discretionary authority over Retained Discretion Client portfolios.

The role of CIA with respect to Retained Discretion Client accounts is:

|X| To provide clients access to affiliated and unaffiliated subadvisers through existing separate account platforms or direct client agreements.

|X| To provide business management and administrative services to separate accounts including: the structuring of the service, market positioning, pricing, general oversight and interfacing with the subadvisers on portfolio performance issues.

|X| To monitor and maintain portfolios according to the model portfolios provided by subadvisers, considering any additional restrictions put into place by the client.

|X| To oversee the activities of the subadvisers, and ensure that all separate account activity is conducted in accordance with regulatory requirements.

For purposes of this Code of Ethics, Delegated Discretion Clients and Retained Discretion Clients are collectively referred to as Clients.

PART I--Applies to All Associates

CIA is engaged in two distinct types of advisory activity and the level of exposure that each Associate has to either type of activity is the primary factor in determining whether an Associate is an Access Person, and if so, whether he or she is considered a Level 1 or Level 2 Access Person.

A. General Rules

Regardless of whether an Associate is named an Access Person, or which Level of Access Person he or she has been designated, it is improper for Associates to:

|X| Use for their own benefit (or the benefit of anyone other than the Clients) information about the trading activity of the Clients or recommendations of the advisers or subadvisers; or

|X| Take advantage of investment opportunities that would otherwise be available for the Clients.

Also, as a matter of business policy, the Firms want to avoid even the appearance that their Associates receive any improper benefit from information about trading activity of Clients, the advisers or subadvisers, or from our relationships with the brokerage and advisory communities.

The Firms expect all Associates to comply with the spirit of the Code, as well as the specific rules contained in the Code.

B. Transaction Restrictions

Initial Public Offerings and Private Placements. Associates may not acquire securities in an Initial Public Offering (IPO) or Private Placement unless prior written approval is obtained from the Compliance Officer, and participation does not present a conflict of interest with any Clients or impede the equitable distribution of the offering to the public. Any request for allocation of an IPO or a Private Placement to an Associate that is any way connected with his or her position in the Firms will be denied. Further, the Compliance Officer may deny approval requests for any reason.

Associates must request approval for participation in an IPO or Private Placement by submitting a completed Form D to the Compliance Officer. These requests must include:

|X| A brief description of the Private Placement or IPO opportunity

|X| In the case of a Private Placement, the nature of the employee's participation

|X| A statement as to whether participation in the Private Placement or IPO is connected with the Associate's position with the Firms or will result in any conflicts of interest with Client portfolios

C. Gifts to or from Brokers, Clients or Others

No Associate may accept or receive on his or her own behalf or on behalf of the Firms any gift or other accommodations from a vendor, broker, securities salesman, client or prospective client (a "business contact") that might create a conflict of interest or interfere with the impartial discharge of such Associate's responsibilities to the Firms or the Clients or place the recipient or the Firms in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the Family/Household of Associates.

No Associate may give or receive on his or her own behalf or on behalf of the Firms, any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.

In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts established by the Compliance Officer from time to time (currently $100).

These policies are not intended to prohibit normal business entertainment such as meals or tickets to sporting events or the theatre. Please note that business entertainment is different than giving or receiving gifts. If you are unsure whether something is a gift or business entertainment, ask the Compliance Officer.

D. Service on the Board or as an Officer of Another Company

To avoid conflicts of interest, "inside information" concerns and other compliance and business issues, the Firms prohibit all their Associates from serving as officers or members of the board of any other entity, except with the advance written approval of the relevant Firm. Approval must be obtained through the Compliance Officer, and will ordinarily require consideration by senior management. The Firms can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent, subsidiary or affiliate of the Firms, nor does it apply to members of the Firms' board, who are not employees of the Firms.

E. Violations and Penalties

The Firms treat violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firms might take a variety of remedial measures. These may include imposing penalties or fines, cutting your compensation, demoting you, requiring disgorgement of trading gains, imposing a ban on your personal trading, suspending or terminating your employment or reporting the matter to civil or criminal authorities.

Improper trading activity can constitute a violation of this Code. You can also be considered in violation of this Code by failing to file required reports in a timely manner, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. You can be considered in violation of this Code even if no harm results from your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Compliance Officer. Do not just guess at the answer, since ignorance of the requirements of the Code or the legal regulations underlying the Code will not serve as an excuse for a violation.

PART II--Applies to all Access Persons

A. Reporting Requirements

NOTE: One of the most complicated aspects of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your Family/Household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Family/Household and Beneficial Ownership in the "Definitions" section (Part IV) of this Code.

NOTE: All reports specified in Part II of this Code must be submitted to the CIA Compliance Department. You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports, and whether or not duplicate confirmations have been forwarded to the Compliance Department.

1. Initial Holdings Report. No later than 10 days after you become an Access Person, you must file with the Compliance Officer an initial Holdings Report on Form A (copies of all reporting forms are located in Part V of this Code and are also available from the Compliance Officer).

Form A requires you to list all Covered Securities in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you maintained an account in which any securities (not just Covered Securities) were held or could have been held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person.

Form A also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand whether you are an Access Person, and if so, which level of Access Person you have been designated under the Code.

2. Quarterly Transaction Reports. No later than 10 days after the end of March, June, September and December each year, you must file with the Compliance Officer a Quarterly Transactions Report on Form B.

Form B requires you to report all transactions during the most recent calendar quarter in Covered Securities, in which you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to either confirm or amend your complete list of all brokers, dealers and banks in which you or a member of your Family/Household established an account in which any securities (not just Covered Securities) were held, or could have been held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.

3. Annual Holdings Reports. By January 30 of each year, you must file with the Compliance Officer an Annual Holdings Report on Form C as of December 31 of the preceding year.

Form C requires you to list all Covered Securities in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31. It also requires you to list all brokers, dealers and banks in which you or a member of your Family/Household maintained an account

in which any securities (not just Covered Securities) were held, or could have been held for the direct or indirect benefit of you or a member of your Family/Household on December 31.

Form C also requires you to confirm that during the prior year, except as otherwise indicated therein, you have complied with all applicable requirements of the Code and have reported all accounts, holdings and transactions required to be reported under the Code, and that you understand that you have been designated an Access Person under the Code.

4. Duplicate Confirmation Statements. Effective October 1, 2003 if any Access Person or member of his or her Family/Household has a securities account (in which Covered Securities are held, or could be held) with any broker, dealer or bank, he or she must direct that broker, dealer or bank to send, directly to the Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements relating to that account.

B. Transaction Restrictions

1. Initial Public Offerings and Private Placements. Level 1 Access Persons may not acquire securities in an Initial Public Offering (IPO) or Private Placement unless prior written approval is obtained from the Compliance Officer. See Part I of this Code (Section B - Transaction Restrictions).

2. Blackout Period. No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the seven calendar days immediately before or after a calendar day on which any Delegated Discretion Client purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Access Person had no actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale for any Delegated Discretion Client account. Note that the total blackout period is 15 days (the day of the Delegated Discretion Client trade, plus seven days before and seven days after).

Level 1 Access Persons do not have regular access to information regarding the purchase or sale of a security by Retained Discretion Clients, but may have regular access to information regarding the purchase or sale of a security by Delegated Discretion Clients. For this reason the blackout period for Level 1 Access Persons applies only to trades of Delegated Discretion Clients. Level 2 Access Persons are subject to different blackout periods which apply to both Delegated Discretion Clients (as discussed in this section) and Retained Discretion Clients (as discussed in Part III of this Code).

NOTE: All transactions for Level 1 and Level 2 Access Persons will be compared to transactions executed by subadvisers on behalf of Delegated Discretion Clients. While trading within the 15-day Blackout Period is not automatically considered a violation of the Code but is instead subject to the knowledge condition set forth above, the Compliance Officer will monitor personal securities trading activity and if a pattern develops between the trading activity of an Access Person and any Delegated Discretion Client it will be investigated. If it is determined that a violation has occurred, the Firms will generally require any profits from the transactions to be disgorged and donated to charity, but may impose other sanctions as deemed necessary.

C. Exempt Transactions

The blackout period restrictions relative to Delegated Discretion Client trades, and in the case of Level 2 Access Persons as discussed in Part III of this Code, the blackout period restrictions relative to Retained

Discretion Client trades, and preclearance requirements do not apply to the following categories of transactions:

|X| Transactions in any Covered Security guaranteed by the United States Government, or any securities issued or guaranteed by its agencies or instrumentalities.

|X| Transactions in common or preferred stocks of a class that is publicly traded and issued by a company with a stock market capitalization of at least $10 billion U.S. dollars (or the equivalent in foreign currency).

|X| Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

|X| Transactions that occur by operation of law or under any other circumstance in which no investment discretion is exercised, and no recommendations are made by the Access Person or any member of their Family/Household.

|X| Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of a Covered Security held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

|X| Purchases of a Covered Security pursuant to an automatic investment, withdrawal or dividend reinvestment plan.

|X| Transactions in Exchange Traded Funds (ETFs), as well as any related options.

Please note that these transactions are not exempted from the reporting requirements of this Code.

D. Compliance Officer Approval

The Compliance Officer is charged with responsibility for ensuring that all Access Persons adhere to the reporting requirements of this Code of Ethics. The Compliance Officers shall be responsible for ensuring that the review requirements of this Code of Ethics are performed in a prompt manner.

PART III--Applies to Level 2 Access Persons

A. Preclearance Requirement

NOTE: Level 2 Access Persons are required to request and receive preclearance by the Compliance Officer before executing the purchase or sale of a Covered Security. Given the nature of CIA's current advisory operations, which primarily consist of post-trade oversight of other investment advisers, or approving, and in some cases effecting, transactions for Retained Discretion Client accounts designed to mirror model portfolios supplied by affiliated or third party subadvisers, CID's role as a distributor and underwriter, and CIS's role as an administrator and transfer agent, the Firms have determined that preclearance of transactions is appropriately limited to those individuals that have been designated Level 2 Access Persons under this Code. Nonetheless, the Firms reserve the right to require any Associate to preclear transactions at any time and, if requested by the Firms, an Associate will obtain the approval of the Compliance Officer before buying or selling any security, for such period (which may be indefinite) as the Compliance Officer shall determine.

1. Preclearance. No Level 2 Access Person shall purchase or sell any Covered Security for his or her own account (or the account of any member of his or her Family/Household) without proper preclearance. Trades must be completed on the same day that preclearance is granted. This applies to all trades in a Covered Security, even limit orders. Instruments representing an indirect interest in a Covered Security, such as options and warrants, also must be precleared.

The preclearance requirement does not apply to the following transactions:

|X| Exempt Transactions (as they are defined in Part II of this Code).

|X| Transactions of 100 shares or less of common or preferred stocks of a class that is publicly traded on an national stock exchange.

|X| Transactions with an aggregate dollar value (excluding commissions) of $10,000 or less.

As part of the preclearance process, Level 2 Access Persons are required to submit a completed Preclearance Request Form (Form D) to the Compliance Officer. Trades in Covered Securities cannot be executed until the Compliance Officer provides written approval on Form D. Preclearance will not be granted prior to 2:30 p.m. ET (11:30 a.m. PT) or at any time when there are open orders relating to the implementation of changes to model portfolios in the same Covered Security for Retained Discretion Clients. Further, preclearance will not be granted for any trades that would violate the blackout period restriction as it applies to personal transactions effected within 7 days after a Retained Discretion Client trade (see Section D below).

NOTE: Preclearance procedures consider pending and executed trades for Retained Discretion Clients, and Level 2 Access Persons only. Given that the extremely limited nature of CIA's current advisory operations with respect to its role as adviser to Delegated Discretion Clients is restricted to post-trade oversight of other affiliated and unaffiliated subadvisers, CIA has determined that it is neither practicable nor necessary to determine, in advance, through preclearance whether proposed trades conflict with trades conducted on behalf of Delegated Discretion Clients. Trades for both Delegated Discretion Clients and Retained Discretion Clients will be reviewed against trades reported by Level 2 Access Persons as part of the quarterly reporting process, and potential violations of the Code will be investigated.

2. Preclearance authorization forms. Level 2 Access Persons must submit a signed preclearance authorization form (Form D) to the Compliance Officer and receive approval for the transaction before executing a trade for all Covered Securities transactions that are required to be precleared. Level 2 Access Persons should keep a copy of all signed and completed preclearance forms for a period of at least 12 months. A sample Form D can be found in the appendix of this Code and additional copies may be obtained from the Compliance Officer.

B. Duplicate Confirmation Requirement

If any Level 2 Access Person or member of his or her Family/Household has a securities account (in which Covered Securities are held, or could be held) with any broker, dealer or bank, he or she must direct that broker, dealer or bank to send, directly to the Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements relating to that account.

C. Transaction Restrictions

1. Initial Public Offerings and Private Placements. Level 2 Access Persons like Level 1 Access Persons, may not acquire securities in an Initial Public Offering (IPO), or Private Placement unless prior written approval is obtained from the Compliance Officer. See Part I of this Code (Section B - Transaction Restrictions).

2. Blackout Period. Only Level 2 Access Persons of the Firms have regular access to information regarding the purchase or sale of a Covered Security by Retained Discretion Clients in connection with their regular functions. For this reason Level 2 Access Persons are subject to both the blackout period explained in Part II of this Code as it relates to Delegated Discretion Client trades and the following blackout period restrictions that only apply to Retained Discretion Client trades.

No Level 2 Access Person (including any member of the Family/Household of such Level 2 Access Person) may purchase or sell any Covered Security within the seven calendar days immediately before a day on which any Retained Discretion Client purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Level 2 Access Person had no actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale for any Retained Discretion Client account. Note that the total blackout period is 8 days (the day of the Retained Discretion Client trade, plus the seven days before).

The blackout period does not apply to Level 2 Access Person transactions concurrent with Retained Discretion Client transactions merely intended to rebalance, liquidate or open accounts for Retained Discretion Clients of separate account programs where CIA acts as the adviser, for the following reasons. CIA relies on model portfolios supplied by investment advisory affiliates and third party investment advisory firms; due to the nature of CIA's separate account program, a number of these Retained Discretion Clients may add or withdraw funds, and open or close accounts on a daily basis; the trades generated by these activities are unpredictable; they are not caused by a change in the investment opinion of CIA or any of its subadvisers; they tend to be small in size with little or no market impact; they are of an administrative nature; and if triggering a blackout period, they would likely have the effect of "blacking out" every security traded by Retained Discretion Clients of CIA on every trading day. The blackout period does apply, however, to transactions concurrent with Retained Discretion Client transactions related to implementation of changes to model portfolios or related to changes in the investment opinion of CIA or any of its subadvisers.

NOTE: All transactions for Level 2 Access Persons will be compared to transactions executed by CIA or a subadviser on behalf of Retained Discretion Clients. While trading within the 8-day blackout period is not automatically considered a violation of the Code but is instead subject to the knowledge condition set forth above, the Compliance Officer will monitor personal securities trading activity and if a pattern develops between the trading activity of an Access Person and any Retained Discretion Client it will be investigated. If it is determined that a violation has occurred, the Firms will generally require any profits from the transactions to be disgorged and donated to charity, but may impose other sanctions as deemed necessary.

D. Exempt Transactions - Exempt transactions are not subject to the preclearance requirement or blackout restrictions described in this Part III. See Part II of this Code (Section B - Transaction Restrictions for a list of exempt transactions).

E. Compliance Officer Approval

The Compliance Officer is charged with responsibility for ensuring that all Access Persons adhere to the preclearance and reporting requirements of this Code of Ethics. See Part II of this Code (Section D - Compliance Officer Approval).

Part IV--Definitions

The following terms have special meanings in this Code of Ethics:

Access Person Associate Beneficial Ownership Client Compliance Officer Covered Security Delegated Discretion Client Family/Household Initial Public Offering Private Placement Retained Discretion Client

The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "Beneficial Ownership") are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, "Beneficial Ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT: If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Compliance Officer. Do not just guess at the answer.

Access Person means Access Person as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this includes:

|X| Any director, officer, or general partner of a Firm.

|X| Any employee of an investment adviser or any person in a control relationship to a investment adviser who, in connection with his or her regular functions or duties, participates in the selection of a Client's portfolio securities or who has access to information regarding a Client's future purchases or sales of securities.

|X| Any director, officer, or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of securities for a Client for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Client regarding the purchase or sale of securities.

Due to the nature of the Firms' activities and for the purposes of administering this Code, the Firms have created two levels of Access Persons based on the particular requirements of their regular functions or duties. CIA is engaged in two distinct types of advisory activity and the level of exposure that each Associate has to either type of activity is the primary factor in determining whether an Associate is an Access Person, and if so, whether he or she is considered a Level 1 or Level 2 Access Person.

Level 1 Access Persons are those Associates who do not have regular access to information regarding the purchase or sale of a security by Retained Discretion Clients, but may have regular access to information regarding the purchase or sale of a security by Clients as well as access to information about Client assets subject to a subadvisory arrangement with CIA (Delegated Discretion Clients).

Level 2 Access Persons are those Associates of the Firms who, in connection with their regular functions may obtain information regarding the purchase or sale of a security by Retained Discretion Clients.

General information about Access Persons:

|X| An Access Person that has regular access to trading information about both Delegated Discretion Clients and Retained Discretion Clients will be considered Level 2 Access Persons.

|X| An Access Person who normally assists only in the preparation of public reports, or receives public reports, but receives no information about current recommendations or trading for Retained Discretion Clients, is not necessarily a Level 2 Access Person.

|X| A single instance or infrequent, inadvertent instances of obtaining knowledge does not make an Associate either then or for all times an Access Person.

If at any time it is determined that an Associate has regular access to trading information for Retained Discretion Clients, he or she may immediately be designated a Level 2 Access Person.

Other Associates, who are not otherwise subject to the reporting requirements of this Code, may become subject to reporting requirements if they obtain current information concerning which securities are being purchased or sold by Clients, an adviser, or a subadviser to Client accounts. Any Associates of the Firms who obtain such information must immediately notify a Compliance Officer.

The term "Access Person" under this Code and relating to the Firms normally does not include an employee of a company in a control relationship to the Firms, who is not an employee, officer or director of any of the Firms, where such company is required to have a Code of Ethics containing provisions reasonably necessary to prevent the Access Person from engaging in any act, practice or course of business prohibited by Rule 17j-1(a) and such employee is required to report his transactions to such company. However, in certain instances an Associate is an employee of both the Firms and an affiliated adviser, and may be subject to more than one Code of Ethics.

The Compliance Department will maintain a list of Access Persons subject to this Code and their corresponding level designation. Anyone who does not receive quarterly report forms from the Firms but has reason to believe that he or she is an Access Person must immediately notify the Compliance Officer.

Associate means any individual fully employed, dually employed with an affiliated adviser or otherwise contracted by CDC IXIS Asset Management Advisers, L.P. (CIA), CDC IXIS Asset Management Distributors, L.P. (CID) or CDC IXIS Asset Management Services, Inc. (CIS) (the "Firms"). All Associates are subject to this Code of Ethics.

The term "Associate" under this Code and relating to the Firms normally does not include an employee of a company in a control relationship to the Firms, who is not an employee, officer or director of any of the Firms, where such company is required to have a Code of Ethics containing provisions reasonably

necessary to prevent the Access Person from engaging in any act, practice or course of business prohibited by Rule 17j-1(a) and such employee is required to report his transactions to such company. However, in certain instances an Associate is an employee of both the Firms and an affiliated adviser, and may be subject to more than one Code of Ethics.

Beneficial Ownership means beneficial ownership as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this means:
any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:

|X| securities held in a person's own name, or that are held for the person's benefit in nominee, custodial or "street name" accounts.

|X| securities owned by a member of your Family/Household.

|X| securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or "street name" account).

|X| securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager.

|X| securities in a person's individual retirement account.

|X| securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.

|X| securities owned by a trust of which the person is either a trustee or a beneficiary.

|X| securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or "street name" account).

|X| securities that are traded on behalf of an investment club of which an Access Person is a club member or in which a member of their Family/Household is a member.

This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.

Client means any individual, entity or registered investment company for which CIA serves as adviser or subadviser, or CID serves as distributor. Client information includes information obtained from entities contracted by CIA as adviser to serve as subadviser for certain Clients. CIA is engaged in two distinct types of advisory activity and the level of exposure that each Associate has to either type of activity is the primary factor in determining whether an Associate is an Access Person, and if so, whether he or she is considered a Level 1 or Level 2 Access Person.

Compliance Officer means the Compliance Officer of the Firms or another person that he or she has designated to perform the functions of Compliance Officer. For purposes of reviewing the Compliance Officer's own transactions and reports under this Code, the functions of the Compliance Officer are performed by the Firms' General Counsel or his or her designee.

Covered Security means a covered security as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this means:
anything that is considered a "security" under the Investment Company Act of 1940, except:

|X| Direct obligations of the U.S. Government.

|X| Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

|X| Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds).

Security is a very broad term. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities," such as:

|X| Options on securities, on indexes and on currencies.

|X| Investments in all kinds of limited partnerships.

|X| Investments in foreign unit trusts, closed end funds and foreign mutual funds.

|X| Investments in private investment funds, hedge funds and investment clubs.

If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Compliance Officer.

Delegated Discretion Client means any Client for which the Firms have limited involvement in the business of providing investment advice or engaging in the investment decision-making process for because discretion has been delegated to another investment adviser. While it is the named adviser to certain CDC Nvest Funds, CIA performs no actual portfolio management activities for registered investment companies directly, and therefore, largely does not employ methods of analysis or utilize other sources of information. For the CDC Nvest Funds on which CIA serves as named adviser, all portfolio management functions have been delegated to the named subadvisers of the Funds, each of which has executed subadvisory agreements with CIA. There are other CDC Nvest Funds for which CIA does not serve as adviser. In each case CID is the Distributor for all CDC Nvest Funds. Therefore all registered investment company clients are considered Delegated Discretion Clients.

Family/Household means:

|X| Your spouse or domestic partner (unless he or she does not live in the same household as you and you do not contribute in any way to his or her support).

|X| Your children under the age of 18.

|X| Your children who are 18 or older (if they live in the same household as you or you contribute in any way to their support).

|X| Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

|X| Any individuals for which you are exercising investment control or are doing so on one's behalf.

NOTE: There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person's support. Second, members of your Family/Household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for Client accounts, and must not be allowed to benefit from that information.

Initial Public Offering ("IPO") means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

Private Placement means an offering of a stock or bond that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) or Pursuant to Rule 504, 505 or 506 thereunder.

Retained Discretion Client means any Client account for which CIA has retained discretionary authority. CIA provides investment management services for separate account clients using investment recommendations, in the form of model portfolios, supplied by one or more subadvisers.

Although CIA has the ultimate investment decision-making authority with respect to securities to be purchased or sold, CIA generally follows the recommendations implicit in the model portfolios supplied by its subadvisers. While CIA relies primarily on these model portfolios to manage Client assets, it will retain discretionary authority over Client portfolios. This discretion will be primarily used to execute trades and manage accounts according to specific Client requirements.

Part V -- Forms

FORM A - INITIAL HOLDINGS REPORT

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CIA COMPLIANCE OFFICER NO LATER THAN 10 DAYS AFTER BECOMING AN ACCESS PERSON UNDER CIA's CODE OF ETHICS (the "CODE"). TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE.

Name of Access Person: _______________________________________________________

Date I Became an Access Person (the "Reporting Date"): _______________________

Date received by Compliance Officer: _________________________________________

Initial Certification:

I understand that for purposes of the Code I am classified as:

____ An Access Person - Level 1

____ An Access Person - Level 2

Initial Holdings Report (check ONE of the following two boxes):

____ Neither I, nor any member of my Family/Household, had Beneficial Ownership of any Covered Securities as of the Reporting Date.

____ Attached as APPENDIX A is a complete list of all Covered Securities and/or Private Placements in which I, and/or a member of my Family/Household, had Beneficial Ownership of on the Reporting Date.

Accounts with Brokers, Dealers and/or Banks (check ONE of the following two boxes):

____ Neither I, nor any member of my Family/Household, had, as of the Reporting Date, any accounts with brokers, dealers or banks in which any securities (including securities which are not Covered Securities) are held or could be held, and with respect to which I, or any member of my Family/Household, has Beneficial Ownership.

____ All accounts that I, and/or any member of my Family/Household, maintain with brokers, dealers or banks in which securities (including securities which are not Covered Securities) are held or could be held, and with respect to which I, and/or a member of my Family/Household, had Beneficial Ownership as of the Reporting Date are set forth below:

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Name(s) and Address(es)  Account Number(s)  Date Established  Name(s)on Account
of Institution(s)
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         ____     I currently serve on the following Board(s) of Directors:

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Name of Company                                    Date of Board Appointment
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All information provided in this Form A is true and complete to the best of my knowledge.

I have read the Code, and agree to comply with all of its terms and conditions. I understand that I have been named an Access Person under the Code, and have been advised which level of Access Person I have been designated. Further I understand the specific requirements associated with being named an Access Person of my particular level. I understand that the Code applies to me and to all investments in which I have Beneficial Ownership, as well as investments in which members of my Family/Household have Beneficial Ownership.

Signed: ___________________________ Date: ___________________________

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Title/Description of Covered Securities             Number of Shares
                                          (or Principal Amount, if not a stock)
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Note:  Please use additional sheets as needed; and/or.

____     Please see attached Brokerage Statements for a complete listing of my
         accounts and holdings.

FORM B - QUARTERLY TRANSACTION REPORT

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CIA COMPLIANCE OFFICER NO LATER THAN 10 DAYS AFTER THE END OF MARCH, JUNE, SEPTEMBER AND DECEMBER OF EACH YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE.

Name of Access Person: ___________________________ Level 1 [_] or Level 2 [_] Reporting Period/Calendar Quarter End Date: __________________________________ Date received by Compliance Officer: _________________________________________

____     There were no transactions in Covered Securities during the most
         recently completed calendar quarter in which I, or any member of my
         Family/Household, had Beneficial Ownership.

____     Attached as APPENDIX B is a complete list of all transactions in
         Covered Securities during the most recently completed calendar quarter
         in which I, and/or any member of my Family/Household, had Beneficial
         Ownership.

____     Attached are duplicate broker confirmations of all transactions in
         Covered Securities during the most recently completed calendar quarter
         in which I, and/or any member of my Family/Household, had Beneficial
         Ownership.

____     I have requested that duplicate confirmations be sent directly to the
         appropriate Compliance Officer

____     Neither I, nor any member of my Family/Household, established any new
         accounts during the most recent calendar quarter with brokers, dealers
         or banks in which securities (including securities which are not
         Covered Securities) are held or could be held, and with respect to
         which I, and/or any member of my Family/Household, had Beneficial
         Ownership.

____     During the most recent calendar quarter, I and/or a member of my
         Family/Household established the following account(s) with brokers,
         dealers or banks in which securities are held or could be held, and
         with respect to which I, and/or any member of my Family/Household, had
         Beneficial Ownership:

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Name(s) and Address(es)  Account Number(s)  Date Established  Name(s)on Account
of Institution(s)
-----------------------  -----------------  ----------------  -----------------

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____     I have requested that duplicate confirmations be sent directly to the
         Compliance Officer

Quarterly Certification

I hereby certify that during the quarter covered by this report I complied with all applicable requirements of the Code, and have reported to the Compliance Officer all transactions required to be reported under the Code. All information provided in this Form B is true and complete to the best of my knowledge.

Signed: ___________________________ Date: ___________________________

____     I have disclosed below a complete list of all brokerage accounts that
         effected transactions during the period.

------------------------------------ ---------------- -------------------------
                                                         Receipt of Duplicate
Name of Brokerage Accounts            Transactions           Statements
                                       In Account?    Confirmed by Compliance
                                         YES/NO               Officer?
                                                                YES/NO
------------------------------------ ---------------- -------------------------
1.
------------------------------------ ---------------- -------------------------
2.
------------------------------------ ---------------- -------------------------
3.
------------------------------------ ---------------- -------------------------
4.
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5.
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If an account's duplicate statements and confirms are not currently received by the Compliance Officer, please list all outstanding transactions below, including those held in physical form:

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 Trade Date      Buy/Sell     Title of   Number     Principal     Rate/Maturity     Price     Private     Institution
                             Securities of Shares     Amount         Date                    Placement/    through
                              and Cusip                          (if applicable)                IPO         which
                                                                                                          transaction
                                                                                                           effected
------------- ------------- ------------ ---------- ------------ --------------- --------- -------------- --------------

------------- ------------- ------------ ---------- ------------ --------------- --------- -------------- --------------

------------- ------------- ------------ ---------- ------------ --------------- --------- -------------- --------------

------------- ------------- ------------ ---------- ------------ --------------- --------- -------------- --------------

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Note: Please use additional sheets as needed

FORM C - ANNUAL CODE OF ETHICS CERTIFICATION; ANNUAL HOLDINGS REPORT

NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CIA COMPLIANCE OFFICER NO LATER THAN JANUARY 30 OF EACH --- YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE.

Name of Access Person: ____________________________ Level 1 [_] or Level 2 [_] Calendar Year Covered by this Report: ________________________________________ Date received by Compliance Officer: _________________________________________

Annual Certification

____ I hereby certify that during the year covered by this report I have complied with all applicable requirements of the Code, and have reported to the Compliance Officer all accounts, holdings and transactions required to be reported under the Code.

____ I HAVE NOT complied with all applicable requirements of the Code, and have attached a complete written explanation of the infraction(s).

Annual Holdings Report (check ONE of the following two boxes):

____ As of December 31, _____ neither I, nor any member of my Family/Household, had Beneficial Ownership of any Covered Securities.

____ Attached as APPENDIX C is a complete list of all Covered Securities in which I, and/or any member of my Family/Household, had Beneficial Ownership as of December 31, _____.

Accounts with Brokers, Dealers and/or Banks (check ONE of the following two boxes):

____ Neither I, nor any member of my Family/Household, as of December 31, ________, had any accounts with brokers, dealers or banks in which any securities (including securities which are not Covered Securities) were held or could be held, and with respect to which I, or a member of my Family/Household, had Beneficial Ownership.

____ All accounts that I and/or any member of my Family/Household maintained, as of December 31, _________, with brokers, dealers or banks in which securities (including securities which are not Covered Securities) were held or could be held, and with respect to which I, and/or any member of my Family/Household, had Beneficial Ownership are listed below:

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Name(s) and Address(es)  Account Number(s)  Date Established  Name(s)on Account
of Institution(s)
-----------------------  -----------------  ----------------  -----------------

-----------------------  -----------------  ----------------  -----------------

-----------------------  -----------------  ----------------  -----------------

-----------------------  -----------------  ----------------  -----------------

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All information provided in this Form C is true and complete to the best of my knowledge. I understand that as an Access Person I must complete this form even if I have requested duplicate confirmations be sent directly to Compliance.

Signed: ___________________________ Date: ___________________________

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Title/Description of Covered Securities     Number of Shares  Principal Amount
------------------------------------------  ----------------  -----------------

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Note: All information should be reported as of December 31 of the most recent year. Please use additional sheets as needed.

Note: Please use additional sheets as needed; and/or.

____ Please see attached Brokerage Statements for a complete listing of my accounts and holdings.

Name of Associate/Access Person: ______________________________________________

Security: ______________________ Market Capitalization: _____________________

Number of Units: _____________________________________________________________

Brokerage Firm & Account Number: _____________________________________________

Is this a PURCHASE or SALE? (circle one)

Is it based on personal research?                                Yes [_]  No [_]

Is the proposed transaction part of an Initial Public Offering?  Yes [_] No [_]

Is the proposed transaction part of a Private Placement?         Yes [_] No [_]

If the proposed transaction is part of an Initial Public Offering or Private Placement, please provide a brief description of the opportunity, and the nature of your participation:

I HAVE REVIEWED THE CIA/CID/CIS CODE OF ETHICS AND HEREBY CONFIRM THAT THE ABOVE REFERENCED TRADE DOES NOT APPEAR TO VIOLATE ANY OF THE CONDITIONS OR RESTRICTIONS THAT ARE SET FORTH BY THE CODE.

I agree that if I do not effect the above trade on the date indicated, the approval is null and void, and the request must be resubmitted. I understand that I may be required to cancel or unwind my trade, or be subject to sanctions under the firm's Code of Ethics, if the firm initiates an investment action for any group of clients in the above-named (or any related) security up to 7 days following the date of my trade and it is determined that I had actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale for any client account. I further realize that if I violate the Code of Ethics in this or any other way (either intentionally or otherwise), I may be subject to sanctions as described in the Code of Ethics.

If this form is being submitted to request approval for participation in an Initial Public Offering or Private Placement, my participation will not result in any conflicts with Client portfolios nor was the opportunity awarded because of my position in the Firms.

This form may be submitted via facsimile to the Compliance Officer at (617)369-9604