<PAGE>
As filed with the Securities and Exchange Commission on November 21, 1995
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Loomis Sayles Funds
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth, the amount on which the filing
fee is calculated and state how it was determined):
- - -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - -------------------------------------------------------------------------------
(5) Total fee paid:
- - -------------------------------------------------------------------------------
[x] Fee paid previously with preliminary materials.
- - -------------------------------------------------------------------------------
[x] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - -------------------------------------------------------------------------------
(3) Filing Party:
- - -------------------------------------------------------------------------------
(4) Date Filed:
- - -------------------------------------------------------------------------------
<PAGE>
LOOMIS SAYLES FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the Loomis Sayles Funds:
A Special Meeting of the shareholders of the Loomis Sayles Funds, a
Massachusetts business trust (the "Trust"), will be held on December 8, 1995
at 11:00 a.m. Boston time on the 34th floor of One Financial Center, Boston,
Massachusetts, for the following purposes:
I. To elect Trustees. (Part I of the Proxy Statement.)
II. To approve or disapprove new advisory agreements between Loomis,
Sayles & Company, L.P. ("Loomis Sayles") and the Trust with respect
to each series of the Trust. (Part II of the Proxy Statement.)
III. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on November 6, 1995 are
entitled to notice of and to vote at the meeting.
By Order of the Trustees
/s/ Mark W. Holland
Mark W. Holland
Secretary
November 21, 1995
WE URGE YOU TO MARK, SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE
SO YOU WILL BE REPRESENTED AT THE MEETING.
<PAGE>
SPECIAL MEETING OF SHAREHOLDERS
LOOMIS SAYLES FUNDS
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
PROXY STATEMENT
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF LOOMIS SAYLES FUNDS
(the "Trust") for use at a special meeting of shareholders of the Trust (the
"Meeting") to be held at its offices on December 8, 1995 and at any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders. Only shareholders of record at the close of
business on November 6, 1995 (the "Record Date") are entitled to vote at the
meeting or at any adjourned session thereof. As of the Record Date, there were
issued and outstanding 41,513,163.9 shares of the Trust consisting of the
following number of shares of each of the following nine series ("Funds"):
OUTSTANDING SHARES
FUND AS OF THE RECORD DATE
---- ---------------------
Growth ................................................... 2,889,140.007
Growth & Income .......................................... 2,412,544.640
Small Cap ................................................ 5,445,082.344
International Equity ..................................... 6,471,957.097
Global Bond .............................................. 821,745.605
Bond ..................................................... 17,948,418.000
Municipal Bond ........................................... 703,094.948
U.S. Government Securities ............................... 1,909,834.122
Short-Term Bond .......................................... 2,911,347.139
Each whole share shall be entitled to one vote as to any matter on which
it is entitled to vote and each fractional share shall be entitled to a
proportionate fractional vote.
The Notice of Special Meeting, proxy card and this Proxy Statement are
being mailed to shareholders of record as of the Record Date on or about
November 21, 1995. A copy of the Annual Report of the Trust for its most
recent fiscal year ended December 31, 1994 and its semi-annual report for the
six months ended June 30, 1995, each including financial statements, can be
obtained without charge by calling (800) 633-3330.
Shares represented by duly executed proxies will be voted for the election
of the nominees named herein as Trustees, unless such authority has been
withheld. With respect to the other matters specified in the proxy, shares
will be voted in accordance with the instructions made. IF NO INSTRUCTIONS ARE
MADE, THE PROXY WILL BE VOTED FOR THE ELECTION AS TRUSTEES OF THE NOMINEES
NAMED BELOW AND FOR THE MATTERS SPECIFIED IN THE PROXY. Proxies may be revoked
at any time before they are voted by a written revocation received by the
Secretary of the Trust, by properly executing a later-dated proxy or by
attending the Meeting and voting in person.
Proxies will be solicited primarily by mailing this Proxy Statement and
its enclosures, but supplementary solicitations may also be made by mail,
telephone, telegraph or personal interview by officers of the Trust or by
officers, employees or agents of Loomis Sayles and its affiliates. The cost of
the solicitation will be borne by New England Mutual Life Insurance Company
("The New England") and Metropolitan Life Insurance Company ("Metropolitan
Life").
This Proxy Statement contains information relating to the Merger (the
"Merger") of The New England into Metropolitan Life. Metropolitan Life's
principal address is One Madison Avenue, New York, NY 10010. The Merger is
being treated, for purposes of the Investment Company Act of 1940 (the "1940
Act"), as a change of control of New England Investment Companies, L.P.
("NEIC") and its subsidiary, Loomis Sayles, which serves as adviser to the
Funds. Such change of control results in the automatic termination of the
Funds' advisory agreements, effective at the time of the Merger. The Trustees
of the Trust have approved and recommend that shareholders approve a new
advisory agreement with Loomis Sayles for each Fund. Each proposed new
agreement would be in substance identical to the agreement currently in
effect, and would take effect at the time of the Merger. The result would be
to permit Loomis Sayles to continue to perform advisory services for the Funds
after the Merger, on the same terms and conditions as are currently in effect.
In addition to the approval of new advisory agreements, this Proxy Statement
also contains information relating to the election of Trustees.
I. ELECTION OF TRUSTEES
The Trustees have fixed at five the number of Trustees for election at the
Meeting. All nominees, except Daniel J. Fuss who is currently a vice president
of the Trust and who is expected to replace Charles J. Finlayson as a Trustee
on November 30, 1995 in connection with Mr. Finlayson's retirement, are
presently Trustees of the Trust and have been Trustees since the Trust was
organized in 1991. The nominees for Trustees who are proposed for election at
the Meeting and Mr. Finlayson who is currently a Trustee, their ages and a
description of their principal occupations during the past five years are set
forth below.
<TABLE>
<CAPTION>
NAME OF PRINCIPAL OCCUPATIONS
TRUSTEE OR NOMINEE AGE FOR LAST FIVE YEARS
------------------ --- -------------------
<S> <C> <C>
*Charles J. Finlayson(1) ............ 56 President of the Trust. Vice President, General
Counsel, Secretary and Director, Loomis Sayles
*Daniel J. Fuss(2) .................. 61 Vice President of the Trust. Executive Vice
President and Director, Loomis Sayles
Michael T. Murray .................. 64 Retired; formerly Vice President, Loomis Sayles
Richard S. Holway .................. 69 Retired; formerly Senior Vice President, Loomis
Sayles
Terry R. Lautenbach ................ 57 Retired; formerly Senior Vice President,
International Business Machines Corporation;
director, Air Products and Chemicals, Inc. and
Arkwright Mutual Insurance Company
Earl W. Foell ....................... 66 Editor in Chief, The Christian Science Monitor
- - ----------
* Interested persons (as defined in the Investment Company Act of 1940 (the "1940 Act")) of
the Trust. Messrs. Finlayson and Fuss are deemed "interested persons" of the Trust and
Loomis Sayles because of their positions as officers of Loomis Sayles. The others are not
"interested persons."
(1) Not a Nominee
(2) Not currently a Trustee
</TABLE>
The terms of office of each person elected as a Trustee will be until the
next meeting held for the purpose of electing Trustees and until his successor
is elected and qualified. Each of the nominees has agreed to serve as a
Trustee if elected. If any of the nominees should be unavailable for election
at the time of the Meeting (which is not presently anticipated), the persons
named as proxies may vote for other persons in their discretion or the
Trustees may vote to fix the number of Trustees at fewer than five. The
Trust's Agreement and Declaration of Trust does not provide for the annual
election of Trustees. However, in accordance with the 1940 Act, (i) the Trust
will hold a shareholders' meeting for the election of Trustees at such times
as less than a majority of the Trustees holding office have been elected by
shareholders, and (ii) if, after filling a vacancy on the Board of Trustees,
less than two-thirds of the Trustees holding office would have been elected by
the shareholders, that vacancy may only be filled by a vote of the
shareholders. In addition, Trustees may be removed from office by a written
consent signed by the holders of two-thirds of the outstanding shares of the
Trust and filed with the Trust's custodian, or by vote of the holders of two-
thirds of the outstanding shares of the Trust at a meeting duly called for
such purpose, which meeting shall be held upon the written request of the
shareholders of not less than 10% of the Trust's outstanding shares.
The Trustees of the Trust who are not "interested persons" (as defined in
the 1940 Act) of the Trust or Loomis Sayles (the "Independent Trustees")
perform the functions of an audit and contract review committee. Their
responsibilities as such include review of financial and accounting controls
and procedures; recommendations as to the selection of the independent
accountants; review of the scope of the audit; review of financial statements
and audit reports; and review of the independence of the independent
accountants and approval of fees and assignments relating to all activities of
the independent accountants on the Trust's behalf. In addition, the committee
reviews and makes recommendations to the Board as to contracts requiring
approval of a majority of the Independent Trustees and any other contracts
which may be referred to it by the Board.
No Trustee or nominee purchased or sold any securities of Loomis Sayles or
its parents or subsidiaries during 1994. The table below shows the shares of
the Trust held as of November 1, 1995 by (i) each person who is known to the
Trust to own beneficially more than 5% of the outstanding shares of the Trust,
(ii) each nominee and current Trustee of the Trust and (iii) all Trustees and
officers of the Trust as a group. Unless otherwise noted, each of the
stockholders named below has sole investment power and sole voting power with
respect to the shares of the Trust beneficially owned.
OWNERSHIP OF
SHARES OF THE PERCENT
TRUSTEES AND NOMINEES TRUST AS OF 11/1/95 OF SHARES
- - --------------------- ------------------- ---------
Loomis, Sayles & Company
Profit Sharing Plan
One Financial Center
Boston, MA 02111 .............................. 3,765,128.743(1) 9.2%
Loomis, Sayles & Company
Pension Plan
One Financial Center
Boston, MA 02111 .............................. 3,461,786.397(2) 8.5%
Charles J. Finlayson ............................ 59,228.131(3) *
Daniel J. Fuss .................................. 336,175.898(4) *
Earl W. Foell ................................... 2,204.667(5) *
Richard S. Holway ............................... 36,270.655(6) *
Terry R. Lautenbach ............................. 31,916.450(7) *
Michael T. Murray ............................... 64,221.221(8) *
All trustees and officers as a group (22 persons) 8,199,947.629(9) 20.1
- - ----------
* Less than 1%
(1) Includes 747,432.014 shares of the Growth Fund, 446,635.582 shares of the
Growth & Income Fund, 694,089.638 shares of the Small Cap Fund, 410,246.463
shares of the International Equity Fund, 162,125.111 shares of the Global
Bond Fund, 832,262.267 shares of the Bond Fund, 169,105.016 shares of the
U.S. Government Securities Fund and 303,237.652 shares of the Short-Term
Bond Fund. The trustees of the Loomis, Sayles & Company, Incorporated Profit
Sharing Plan (the "Profit Sharing Plan") are Quentin P. Faulkner, Kathleen
C. Gaffney, Charles J. Finlayson, Mark W. Holland, E. John deBeer, Patrick
P. Hurley and Larry K. Shaw, all of whom are officers of Loomis Sayles or
Trustees or officers of the Trust. Plan participants are entitled to
exercise investment and voting power over shares owned of record by the
Profit Sharing Plan. Shares not voted by participants are voted in the same
proportion as the shares voted by the voting participants.
(2) Includes 418,699.039 shares of the Growth Fund, 544,069.37 shares of the
Growth & Income Fund, 245,513.367 shares of the Small Cap Fund, 669,653.183
shares of the International Equity Fund, 468,175.543 shares of the Global
Bond Fund, 383,542.148 shares of the Bond Fund, 486,874.200 shares of the
U.S. Government Securities Fund and 245,261.547 shares of the Short-Term
Bond Fund. The trustee of the Loomis Sayles & Company, Incorporated Pension
Plan (the "Pension Plan") is Shawmut Bank of Boston, NA. The Pension Plan's
Advisory Committee, which is composed of the same individuals listed above
in note (1) as trustees of the Profit Sharing Plan, has the sole voting and
investment power with respect to the shares held by the Pension Plan.
(3) Includes 4,662.135 shares of the Growth Fund, 17,301.222 shares of the
Growth & Income Fund, 6,311.444 shares of the Small Cap Fund, 5,982.845
shares of the International Equity Fund, 1,681.242 shares of the Global Bond
Fund, 3,736.421 Shares of the Bond Fund, 726.899 shares of the U.S.
Government Securities Fund and 18,825.923 shares of the Short-Term Bond
Fund. These amounts include shares owned by individual retirement accounts
for Mr. Finlayson's benefit, shares owned by Mr. Finlayson as custodian for
his children and shares owned jointly by Mr. Finlayson and his wife.
(4) Includes 38,925.644 shares of the Growth Fund, 23,491.969 shares of the
Small Cap Fund, 21,805.332 shares of the International Equity Fund,
239,650.685 shares of the Bond Fund and 12,302.268 shares of the Municipal
Bond Fund. These amounts include shares owned by individual retirement
accounts for Mr. Fuss' benefit, shares owned by Mr. Fuss as custodian for
his children and shares owned jointly by Mr. Fuss and his wife.
(5) Includes 1,545.288 shares of the Small Cap Fund and 659.379 shares of the
International Equity Fund.
(6) Includes 3,612.717 shares of the Small Cap Fund and 32,657.938 shares of the
Municipal Bond Fund. These amounts include shares owned jointly by Mr.
Holway and his wife.
(7) Includes 403.154 shares of the Growth Fund, 111.767 shares of the Growth &
Income Fund, 493.630 shares of the Small Cap Fund, 463.216 shares of the
International Equity Fund, 127.351 shares of the Global Bond Fund,
30,041.970 shares of the Bond Fund, 122.992 shares of the Municipal Bond
Fund and 152.370 shares of the U.S. Government Securities Fund.
(8) Includes 3,301.757 shares of the Growth & Income Fund, 1,101.559 shares of
the International Equity Fund, 27,890.771 shares of the Bond Fund,
21,847.017 shares of the Municipal Bond Fund and 10,080.117 shares of the
Short-Term Bond Fund. These amounts include securities owned jointly by Mr.
Murray and his wife.
(9) Includes 1,235,814.59 shares of the Growth Fund, 1,033,014.144 shares of the
Growth & Income Fund, 1,070,835.848 shares of the Small Cap Fund,
1,178,859.91 shares of the International Equity Fund, 716,656.839 shares of
the Global Bond Fund, 1,598,450.981 Shares of the Bond Fund, 69,092.584
shares of the Municipal Bond Fund, 689,500.554 shares of the U.S. Government
Securities Fund and 607,722.179 shares of the Short-Term Bond Fund. These
amounts include shares owned of record by the Profit Sharing Plan for the
accounts of employees and former employees of Loomis Sayles who are Trustees
or officers of the Trust.
The current Board of Trustees was elected on September 14, 1992. In 1994,
the Trust held four Board meetings. Each of the Trustees attended at least 75%
of the meetings of the Board of Trustees and committees thereof of which such
Trustee is a member. Each Trustee who is not affiliated with Loomis Sayles is
compensated at the rate of $12,500 per annum and is reimbursed for travel
expenses in connection with attendance at meetings. The Trust pays no
compensation to its officers or to Trustees who are affiliated with Loomis
Sayles. The following table sets forth the compensation received by the
Trustees during 1994:
<TABLE>
<CAPTION>
COMPENSATION TABLE
FOR THE YEAR ENDED DECEMBER 31, 1994
(1) (2) (3) (4) (5)
--------- -------- ---------- -------------- ---------
TOTAL
PENSION OR ESTIMATED COMPENSATION
AGGEGATE RETIREMENT BENEFITS ANNUAL FROM TRUST AND
NAME OF PERSON, COMPENSATION ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX*
POSITION FROM TRUST FUND EXPENSES RETIREMENT PAID TO TRUSTEE
--------------- ------------ ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Charles J. Finlayson,
President and Trustee .................... $0 None None $0
Earl W. Foell, Trustee ..................... $12,500 None None $12,500
Richard S. Holway, Trustee ................. $12,500 None None $12,500
Terry R. Lautenbach, Trustee ............... $12,500 None None $12,500
Michael T. Murray, Trustee ................. $12,500 None None $12,500
- - ----------
* No Trustee receives any compensation from any mutual funds affiliated with Loomis Sayles, other than the Trust.
</TABLE>
The Agreement and Declaration of Trust and the By-Laws of the Trust
provide that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with the Trust, except if it is
determined in the manner specified in the By-Laws that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust, and except that no such person shall be indemnified
against any liability to the Trust or its shareholders arising by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office.
No Trustee or nominee owns any securities of or has or had during the past
five years any other material direct or indirect interest in Loomis Sayles or
any person controlling, controlled by or under common control with Loomis
Sayles other than as an employee or officer of such.
REQUIRED VOTE. The vote of a plurality of the shares represented at the
Meeting (all Funds voting together as a single class) is required to elect the
nominees as Trustees.
THE TRUSTEES UNANIMOUSLY RECOMMEND ELECTION OF EACH NOMINEE FOR TRUSTEE
LISTED ABOVE.
II. APPROVAL OF ADVISORY AGREEMENTS
THE MERGER. As explained above, the Merger of The New England into
Metropolitan Life is being treated, for purposes of the 1940 Act, as a change
of control of NEIC and its indirect majority owned subsidiary, Loomis Sayles,
which serves as investment adviser to the Funds. The 1940 Act provides that
such a change in control constitutes an "assignment" of the advisory
agreements under which Loomis Sayles provides advisory services to the Funds.
The 1940 Act further provides that such an "assignment" will result in the
automatic termination of each advisory agreement, at the time of the Merger.
Proposal 2 seeks shareholder approval of a new investment advisory agreement
for each Fund, to be effective at the time of the Merger. Each proposed new
agreement would be in substance identical to the agreement currently in
effect. The effect of Proposal 2 is to permit each Fund to continue to
operate, following the Merger, under investment advisory arrrangements
substantially identical to those in effect immediately before the Merger.
Proposal 2 will not result in any change in the identity of the firm or
personnel providing advisory services to the Funds, or in the fee rates
payable by the Funds to Loomis Sayles. The Board of Trustees of the Trust
unanimously recommends that shareholders of each Fund vote to approve a new
investment advisory agreement for such Fund, to be effective at the time of
the Merger.
In August of 1995, The New England and Metropolitan Life entered into an
agreement providing for the Merger of the two companies (the "Merger
Agreement"). Metropolitan Life will be the surviving company following the
Merger. Both The New England and Metropolitan Life are mutual insurance
companies. The Merger will result in the insurance policyholders of The New
England becoming policyholders of Metropolitan Life. The policyholders of The
New England will not receive any other payment, property or consideration in
connection with the Merger. The Merger will not be effected unless it is
approved by the requisite vote of the policyholders of both The New England
and Metropolitan Life. The Merger also requires approval by various government
regulatory agencies. In addition, consummation of the Merger is subject to the
fulfillment of a number of other conditions, although the parties may waive
some or all of these conditions. There is no assurance that the Merger will in
fact be consummated. In addition, because it is impossible to predict with
certainty when the necessary regulatory approvals will be obtained and the
other conditions to the Merger will be fulfilled, it is not known, as of the
date of this Proxy Statement, when the Merger will occur. The parties
currently expect, however, that the Merger will not occur until after the end
of 1995.
NEIC is organized as a limited partnership, NEIC's sole general partner,
New England Investment Companies, Inc. ("NEIC Inc."), is a wholly-owned
subsidiary of The New England. As a result of the Merger, NEIC Inc. would
become a direct or indirect wholly-owned subsidiary of Metropolitan Life. The
New England also owns a majority of the outstanding limited partnership
interest in NEIC. The Merger would result in Metropolitan Life becoming the
owner (directly or through a wholly-owned subsidiary) of this limited
partnership interest. The Merger Agreement provides that, following the
consummation of the Merger, Metropolitan Life shall have the right to
designate a majority of the board of directors of NEIC Inc.
Loomis Sayles is a limited partnership whose sole general partner is
Loomis, Sayles & Company, Incorporated ("LSCI"). LSCI is a wholly-owned
subsidiary of NEIC Holdings, Inc., which is a wholly-owned subsidiary of NEIC.
NEIC also owns the entire limited partnership interest in Loomis Sayles.
Under the Merger Agreement, The New England and Metropolitan Life agree
that they will use their best efforts to satisfy the conditions of Section 15
(f) of the 1940 Act. Section 15(f) provides that an investment adviser to a
registered investment company (such as the Trust), and affiliated persons of
such investment adviser, may receive any amount or benefit in connection with
the sale of securities of, or a sale of any other interest in, such investment
adviser which results in an assignment of an investment advisory contract with
such investment company, if:
(1) for a period of 3 years after the time of such action, at least
75% of the board of such investment company are not interested persons of
such company's investment adviser or predecessor investment adviser, and
(2) there is not imposed an unfair burden on such investment company
as a result of such transaction or any express or implied terms,
conditions or understandings applicable thereto.
Satisfaction of condition (1) above is not expected to require any changes
in the current composition of the Fund's Board of Trustees.
INFORMATION ABOUT METROPOLITAN LIFE. Metropolitan Life was incorporated
under the laws of New York in 1866 and since 1868 has been engaged in the life
insurance business under its present name. By the early 1900s, it had become
the largest life insurance company in the United States and is currently the
second largest life insurance company in the United States in terms of total
assets. Metropolitan Life's assets as of June 30, 1995 were over $130 billion,
and its adjusted capital as of that date exceeded $8 billion. Subsidiaries of
Metropolitan Life manage over $25 billion in assets for mutual fund,
institutional and other investment advisory clients.
BOARD OF TRUSTEES' RECOMMENDATION. The Board of Trustees unanimously
recommends that shareholders approve a new investment advisory agreement for
each Fund, to be effective at the time of the Merger. Each new agreement will
be substantially identical to the agreement in effect immediately before the
Merger. The only difference will be that the new advisory agreements will be
dated the date of the Merger.
In coming to the recommendation set forth above, the Board of Trustees
reviewed extensive information about the Fund, Loomis Sayles, NEIC and
Metropolitan Life. Although the Trustees did not specifically consider the
policies of Loomis Sayles with respect to the placing of portfolio
transactions for the Funds with brokers or dealers who furnish brokerage and
research services to Loomis Sayles, they have in the past reviewed such
practices. No material change in brokerage arrangements is contemplated to
result from the approval of the new agreements.
Although the Merger is being treated as a change in control of NEIC and of
Loomis Sayles, the Merger is not expected to result in any change in the
personnel, operations or financial condition of NEIC or of Loomis Sayles. NEIC
has indicated that Loomis Sayles will continue to be independently managed, as
has historically been the case. Thus, the Merger is not expected to result in
any changes in the investment approaches or styles of Loomis Sayles.
In order that each Fund may continue to receive investment advisory
services following the Merger, on the same basis as before the Merger, the
Board of Trustees unanimously recommends that the shareholders of each Fund
vote in favor of Proposal 2. If the shareholders of a Fund do not approve
Proposal 2, the advisory agreement relating to that Fund will terminate at the
time of the Merger, and the Board of Trustees will consider such alternative
actions as are in the best interest of such Fund.
EXISTING ADVISORY AGREEMENTS. The Trust currently employs Loomis Sayles as
investment adviser under separate advisory agreements for each Fund. The date
of each existing advisory agreement, the date of its last submission for
shareholder vote and the purpose of such submission are set forth below:
<TABLE>
<CAPTION>
PURPOSE FOR
SUBMITTING TO
DATE OF DATE OF LAST SHAREHOLDER VOTE
FUND OLD AGREEMENT SHAREHOLDER APPROVAL OR CONSENT
- - ---- ------------- -------------------- ----------------
<S> <C> <C> <C>
Growth ..................................... 4/23/91 9/14/92 Ratification
Growth & Income ............................ 4/23/91 9/14/92 Ratification
Small Cap .................................. 4/23/91 9/14/92 Ratification
International Equity ....................... 9/14/92 9/14/92 Authorization of
Certain Brokerage
Practices
Global Bond ................................ 4/23/91 9/14/92 Ratification
Bond ....................................... 4/23/91 9/14/92 Ratification
Municipal Bond ............................. 4/23/91 9/14/92 Ratification
U.S. Government Securities ................. 4/23/91 9/14/92 Ratification
Short-Term Bond ............................ 7/31/92 7/31/92 Initial Approval of
Agreement
</TABLE>
Under each advisory agreement, Loomis Sayles manages the investment and
reinvestment of the assets of the relevant Fund and generally administers the
Funds' affairs, subject to supervision by the Board of Trustees of the Trust.
Loomis Sayles furnishes, at its own expense, all necessary office space,
facilities and equipment, services of executive and other personnel of each
Fund and certain administrative services. For these services, the advisory
agreements provide that each Fund shall pay Loomis Sayles a monthly investment
advisory fee at the annual percentage rates of the particular Fund's average
daily net assets shown in the table below. The table also shows the amount of
fees payable by each Fund to Loomis Sayles during the Trust's last fiscal year
before giving effect to the voluntary fee reductions shown below, and the
amount of voluntary fee reductions and expense assumptions for that period:
<TABLE>
<CAPTION>
ADVISORY FEES PAYABLE FEE REDUCTIONS
FEE RATE FOR FISCAL YEAR AND EXPENSES
(AS ANNUAL NET ASSETS ENDED DECEMBER 31, ASSUMED IN
PERCENTAGE OF FUND AT 12/31/94 1994 (BEFORE FEE FISCAL YEAR ENDED
AVERAGE DAILY NET ASSETS) (IN THOUSANDS) REDUCTIONS) DECEMBER 31, 1994
------------------------- -------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Growth .......................... .75* $36,580 $248,311 $ 0
Growth & Income ................. .75* 25,946 188,066 0
Small Cap ....................... 1.00* 73,126 790,607 0
International Equity ............ 1.00* 73,189 670,041 0
Global Bond ..................... .75* 25,584 196,543 0
Municipal Bond .................. .60 7,270 36,708 83,642
Bond ............................ .60 82,985 511,925 0
U.S. Government Securities ...... .60 17,341 106,524 39,088
Short-Term Bond ................. .50 19,440 81,344 53,010
- - ----------
*Although this fee rate is higher than the advisory fee rate of most mutual funds in general, some other funds with
similar investment objectives have the same or higher fee rates.
</TABLE>
Loomis Sayles has voluntarily agreed, for an indefinite period, to reduce
its advisory fees and/or bear other Fund expenses, to the extent necessary to
limit Fund total operating expenses to the annual rate of 1.00% of average
daily net assets for the Municipal Bond, U.S. Government Securities and Short-
Term Bond Funds and to 1.50% of average daily net assets for each other Fund.
Loomis Sayles may modify or terminate these voluntary arrangements at any
time.
The Trust pays the compensation of its Trustees who are not directors,
officers or employees of Loomis Sayles or its affiliates (other than
registered investment companies); registration, filing and other fees in
connection with requirements of regulatory authorities; all charges and
expenses of its custodian and transfer agent; the charges and expenses of its
independent accountants; all brokerage commissions and transfer taxes in
connection with portfolio transactions; all taxes and fees payable to
governmental agencies; the cost of any certificates representing shares of the
Funds; the expenses of meetings of the shareholders and Trustees of the Trust;
the charges and expenses of the Trust's legal counsel; interest on any
borrowings by the Funds; the cost of services, including services of counsel,
required in connection with the preparation of, and the cost of printing, 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 materials furnished to shareholders or
regulatory authorities, to the extent that any such materials relate to the
Trust or its shareholders; and the Trust's expenses of bookkeeping,
accounting, auditing and financial reporting, including related clerical
expenses.
Under each advisory agreement, if the total ordinary business expenses of
a Fund or the Trust as a whole for any fiscal year exceed the lowest
applicable limitation (based on a percentage of average net assets or income)
prescribed by any state in which the shares of the Fund or the Trust are
qualified for sale, Loomis Sayles shall pay such excess. The lowest such
limitation currently in effect is 2 1/2% annually of the first $30 million of
average net assets, 2% of the next $70 million of such assets and 1 1/2% of
such assets in excess of $100 million.
Each advisory agreement provides that it will continue in effect for two
years from its date of execution and thereafter from year to year if its
continuance is 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
relevant Fund and (ii) by vote of a majority of the Trustees who are not
"interested persons" of the Trust, as that term is defined in the 1940 Act,
cast in person at a meeting called for the purpose of voting on such approval.
Any amendment to an advisory agreement must be approved by vote of a majority
of the outstanding voting securities of the relevant Fund and by vote of a
majority of the Trustees who are not interested persons, cast in person at a
meeting called for the purpose of voting on such approval. Each agreement may
be terminated without penalty by vote of the Board of Trustees or by vote of a
majority of the outstanding voting securities of the relevant Fund, upon sixty
days' written notice, or by Loomis Sayles upon ninety days' written notice,
and each advisory agreement terminates automatically in the event of its
assignment. In addition, each advisory agreement will automatically terminate
if the Trust or the Fund shall at any time be required by Loomis Sayles to
eliminate all reference to the words "Loomis" or "Sayles" in the name of the
Trust or the Fund, unless the continuance of the agreement after such change
of name is approved by a majority of the outstanding voting securities of the
relevant Fund and by a majority of the Trustees who are not interested persons
of the Trust or Loomis Sayles.
Each advisory agreement provides that Loomis Sayles shall not be subject
to any liability in connection with the performance of its services thereunder
in the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.
Each advisory agreement gives Loomis Sayles the authority to place
purchase and sale orders for portfolio securities. The advisory agreement for
the International Equity Fund is unique among the advisory agreements for the
Funds in that it expressly authorizes Loomis Sayles to cause the International
Equity Fund to pay a broker or dealer that provides brokerage and research
services to Loomis Sayles an amount of commission for effecting a portfolio
investment transaction for that Fund in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction.
Loomis Sayles's ability to cause the International Equity Fund to pay higher
commissions as described above is subject to such policies, if any, as the
Board of Trustees of the Trust may determine. Also, in each instance where
such a higher commission is paid, Loomis Sayles must determine in good faith
that such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by the broker or dealer, viewed in
terms of either that particular transaction or Loomis Sayles's overall
responsibilities with respect to the International Equity Fund and to other
clients for which Loomis Sayles exercises investment discretion. Although not
specifically required to by the advisory agreements, Loomis Sayles always
seeks the best price and execution in placing orders for the purchase and sale
of portfolio securities for each Fund except with respect to the International
Equity Fund, in certain instances described above.
ADDITIONAL INFORMATION ABOUT LOOMIS SAYLES. The principal executive
officer of Loomis Sayles is Robert J. Blanding, whose principal occupation is
his position with Loomis Sayles. The address of Loomis Sayles and LSCI, Loomis
Sayles' sole general partner, is One Financial Center, Boston, Massachusetts
02111. Mr. Blanding's address is 465 First Street West, #200, Sonoma,
California 95476.
For 1994, the Trust did not pay any commissions to affiliated brokers. The
Trust did pay New England Funds, L.P., an affiliate of Loomis Sayles, $77,256
for certain bookkeeping, accounting, auditing and financial reporting
services. It is expected that New England Funds, L.P. will continue to provide
such services to the Trust in the future.
Loomis Sayles acts as investment adviser to the following other mutual
funds that have similar investment objectives to certain of the Funds, for
compensation at the annual fee rates of the corresponding average net assets
levels of those funds set forth in the table below. The table also sets forth
the net assets of those funds at December 31, 1994. Loomis Sayles also
provides investment advice to numerous other corporate and fiduciary clients.
<TABLE>
<CAPTION>
FUND OF THE NET ASSETS
TRUST WITH (IN MILLIONS) AT ANNUAL AVERAGE
OTHER FUND SIMILAR OBJECTIVES 12/31/94 FEE RATE NET ASSET LEVELS
---------- ------------------ ---------------- -------- ----------------
<S> <C> <C> <C> <C>
New England Capital Growth Fund ....... Growth $111 .75% of first $200 million
.70% of next $300 million
.65% of excess over $500 million
Loomis Sayles Avanti Growth Series of
the New England Zenith Fund ......... Growth $ 26 .50% of first $25 million
.40% of next $75 million
.35% of next $100 million
.30% of excess over $200 million
Loomis Sayles Small Cap Series of the
New England Zenith Fund ............. Small Cap $ 3 .55% of first $25 million
.50% of next $75 million
.45% of next $100 million
.40% of excess over $200 million
Loomis Sayles Investment Trust
Intermediate Grade Fixed Income Fund
Bond N/A .60% at all levels
Loomis Sayles Investment Trust Core
Growth Fund ......................... Growth N/A .50% at all levels
Maxim Corporate Bond Fund ............. Bond $ 15 .30% at all levels
Maxim Small Cap Aggressive Growth Fund
Small $ 13 .50% of first $10 million
.40% of next $15 million
.35% of next $75 million
.30% of excess over $100 million
The Managers Bond Fund ................ Bond $ 31 .25% at all levels
</TABLE>
REQUIRED VOTE. Each Fund's shareholders are entitled to vote with respect
to their Fund's advisory agreement, but not with respect to the advisory
agreements of the other Funds. Under the 1940 Act, the approval of each Fund's
shareholders, by vote of the lesser of (1) 67% of the votes represented at the
Meeting, if more than 50% of the votes are represented at the Meeting, or (2)
more than 50% of the outstanding votes is required to approve the advisory
agreement for each Fund.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE TO APPROVE
THE PROPOSED ADVISORY AGREEMENT RELATING TO THEIR FUND.
III. OTHER INFORMATION
The following table lists the executive officers of the Trust and their
ages. Each such person has been elected to the indicated office by the Trust's
Trustees. Each such person's principal occupation is as an employee or officer
of Loomis Sayles. Each officer's principal occupation for the past five years
is listed; similar prior positions within the same company are omitted.
CHARLES J. FINLAYSON (56) -- President and Trustee. Vice President,
Director, General Counsel and Secretary, Loomis Sayles.
ROBERT J. BLANDING (48) -- Vice President. 465 First Street West, Sonoma,
California. President, Director and Chief Executive Officer, Loomis Sayles.
JEROME A. CASTELLINI (38) -- Vice President. Three 1st National Plaza,
Chicago, Illinois. Vice President and Director, Loomis Sayles.
E. JOHN deBEER (57) -- Vice President. Vice President, Loomis Sayles.
DANIEL J. FUSS (61) -- Vice President. Executive Vice President and
Director, Loomis Sayles.
MARTHA F. HODGMAN (44) -- Vice President. Vice President, Loomis Sayles.
JOHN HYLL (41) -- Vice President. 155 North Lake Avenue, Pasadena,
California. Vice President, Loomis Sayles.
FRANK E. JEDLICKA (64) -- Vice President. Vice President, Loomis Sayles;
formerly, Senior Vice President, Putnam Advisory Company, Inc. and The Putnam
Companies, Inc.
KENT P. NEWMARK (56) -- Vice President. 555 California Street, San
Francisco, California. Vice President and Director, Loomis Sayles.
JEFFREY C. PETHERICK (32) -- Vice President. 1533 N. Woodward, Bloomfield
Hills, Michigan. Vice President, Loomis Sayles; formerly, Analyst, Masco Corp.
JEFFREY W. WARDLOW (35) -- Vice President. 1533 N. Woodward, Bloomfield
Hills, Michigan. Vice President, Loomis Sayles.
MARK W. HOLLAND (45) -- Secretary and Treasurer. Vice President -- Finance
and Administration and Director, Loomis Sayles.
QUENTIN P. FAULKNER (57) -- Vice President. Vice President, Loomis Sayles
MARY C. CHAMPAGNE (39) -- Vice President. 1533 N. Woodward, Bloomfield
Hills, Michigan. Vice President, Loomis Sayles; formerly Vice President, NBD
Bank.
PAUL H. DREXLER (45) -- Vice President. Vice President, Loomis Sayles;
formerly, Vice President, Brown Brothers Harriman.
Except as indicated above, the address of each officer of the Trust
affiliated with Loomis Sayles is One Financial Center, Boston, Massachusetts
02111. The Trust pays no compensation to its officers.
As of the Record Date, the following persons owned beneficially (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) 5% or
more of the outstanding shares of the following Funds:
<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- - ----------- ------- -----------
<S> <C> <C>
SHORT-TERM BOND FUND
United Methodist Children's Home General Fund P.O. Box 68 7.24%
Worthington, OH 43085-0068
Loomis Sayles Employees' Pension Plan c/o Loomis Sayles 8.42%
One Financial Center
Boston, MA 02111-2621
Loomis Sayles Employees' Profit Sharing Plan c/o Loomis Sayles 10.42%
One Financial Center
Boston, MA 02111-2621
Asbestos Workers Local #84 Pension Fund c/o Loomis Sayles 7.10%
1533 N. Woodward
Bloomfield Hills, MI 48304-2864
Plumbers & Pipefitters Reg. Wel. Fund c/o Loomis Sayles 9.05%
1533 N. Woodward
Bloomfield Hills, MI 48304-2864
Charles Schwab & Co. 101 Montgomery St. 7.88%
San Francisco, CA 94104-4122
Plumbers & Pipefitters Local #189 Retirement Svgs. 1230 Kinnear Road 10.43%
Columbus, OH 43212-1154
GROWTH FUND
Loomis Sayles Employees' Pension Plan c/o Loomis Sayles 14.50%
One Financial Center
Boston, MA 02111-2621
Loomis Sayles Employees' Profit Sharing Plan c/o Loomis Sayles 25.90%
One Financial Center
Boston, MA 02111-2621
Childrens Medical Center of Dayton Employee P. O. Box 18-8 6.51%
Pension Trust Dayton, OH 45401-1809
International Association of Machinists & Aerospace 30700 Telegraph 5.45%
Workers Local Lodge #2848 Defined Benefit Suite 4061 Box 3039
Pension Fund Birmingham, MI 48012-3039
GLOBAL BOND FUND
Loomis Sayles Employees' Profit Sharing Plan c/o Loomis Sayles 19.73%
One Financial Center
Boston, MA 02111-2621
Loomis Sayles Employees' Pension Plan c/o Loomis Sayles 56.97%
One Financial Center
Boston, MA 02111-2621
Sebak & Co. c/o Security National Bank 6.64%
P.O. Box 147
Sioux City, IA 51102-0147
SMALL CAP FUND
Loomis Sayles Employees' Profit Sharing Plan c/o Loomis Sayles 12.76%
One Financial Center
Boston, MA 02111-2621
I.A.T.S.E. Local 33 Pension Plan P.O. Box 94627 6.36%
Pasadena, CA 91109-4627
INTERNATIONAL EQUITY FUND
Loomis Sayles Employees' Profit Sharing Plan c/o Loomis Sayles 6.34%
One Financial Center
Boston, MA 02111-2621
I.A.T.S.E. Local 33 Pension Plan P.O. Box 94627 6.38%
Pasadena, CA 91109-4627
Livonia Empl. Retirement System 33000 Civic Center Drive 10.76%
Livonia, MI 48154-3060
Loomis Sayles Employees' Pension Plan c/o Loomis Sayles 10.35%
One Financial Center
Boston, MA 02111-2621
Misericordia Home 6300 N. Ridge Avenue 5.51%
Chicago, IL 60660-1099
U.S. GOVERNMENT SECURITIES FUND
Loomis Sayles Employees' Pension Plan c/o Loomis Sayles 22.69%
1533 N. Woodward
Bloomfield Hills, MI 48304-2864
Asbestos Workers Local #84 Pension Fund c/o Loomis Sayles 6.09%
1533 N. Woodward
Bloomfield Hills, MI 48304-2864
Plumbers & Pipefitters 1230 Kinnear Road 10.36%
Local #189 Retirement Savings Columbus, OH 43212-1154
Plumbers & Pipefitters Reg. Wel. Fund c/o Loomis Sayles 9.02%
1533 N. Woodward
Bloomfield Hills, MI 48304-2864
Loomis Sayles Employees' Profit Sharing Plan c/o Loomis Sayles 8.85%
One Financial Center
Boston, MA 02111-2621
IBAK & Co. c/o Iowa State Bank & Trust Co. 7.63%
P.O. Box 1700 Trust Dept.
Iowa City, IA 52244-1700
BOND FUND
Charles Schwab & Co. 101 Montgomery Street 38.87%
San Francisco, CA 94104-4122
GROWTH & INCOME FUND
Loomis Sayles Employees' Pension Plan c/o Loomis Sayles 22.51%
One Financial Center
Boston, MA 02111-2621
Loomis Sayles Employees' Profit Sharing Plan c/o Loomis Sayles 18.48%
One Financial Center
Boston, MA 02111-2621
MUNICIPAL BOND FUND
Sally B. Searle c/o Kinship Capital 13.91%
400 Skokie Boulevard
Northbrook, IL 60062-7906
Elinor J. Rousseau Trust 1071 North Renaud 5.49%
Grosse Point Woods, MI 48236-1727
John W. George Jr. Trust 590 Renaud 5.74%
Grosse Pointe, MI 48236-1779
</TABLE>
In the event that sufficient votes in favor of one or more items in the
Notice of Special Meeting are not received by December 8, 1995, the persons
named as proxies may propose one or more adjournments of the Meeting to permit
further solicitation of proxies for such item or items. Any such adjournment
will require the affirmative vote of a majority of the shares present in
person or by proxy at the session of the Meeting to be adjourned. The persons
named as proxies will vote in favor of such adjournment those proxies which
they are entitled to vote in favor of such item or items. They will vote
against such adjournment those proxies required to be voted against such item
or items and will not vote any proxies that direct them to abstain from voting
on such item or items.
Although the Meeting is called to transact any other business that may
properly come before it, the only business that management intends to present
or knows that others will present is the business mentioned in the Notice of
Special Meeting. However, if any additional matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, it is
the intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless previously instructed to
the contrary by means of written instructions from a shareholder received by
the Secretary of the Trust.
SHAREHOLDER PROPOSALS AT FUTURE MEETINGS. Shareholder proposals to be
presented at any future meeting of shareholders of the Trust must be received
by the Trust a reasonable time before the Trust's solicitation of proxies in
order for such proposals to be considered for inclusion in the proxy materials
relating to that meeting.
QUORUM AND METHODS OF TABULATION. Forty percent of the shares entitled to
vote, present in person or represented by proxy, constitutes a quorum for the
transaction of business with respect to such proposals at the Meeting. Votes
cast by proxy or in person at the meeting will be counted by persons appointed
by the Trust as tellers (the "Tellers") for the Meeting.
The Tellers will count the total number of votes cast "for" approval of
the proposals for purposes of determining whether sufficient affirmative votes
have been cast. The Tellers will count shares represented by proxies that
reflect abstentions and "broker non-votes" (i.e., shares held by brokers or
nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or
nominee does not have the discretionary voting power on a particular matter)
as shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. With respect to Proposal 1, neither
abstentions nor broker non-votes have any effect on the outcome of the
proposal. With respect to Proposal 2, abstentions and broker non-votes have
the effect of negative votes on the proposal.
<PAGE>
LOOMIS SAYLES FUNDS
GROWTH & INCOME FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 8, 1995
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and
Charles J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles Funds
on December 8, 1995 at 11 a.m. Boston time, and at any adjournments thereof,
all of the shares of the Growth & Income Fund which the undersigned would be
entitled to vote if personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR ELECTING
TRUSTEES AS SET FORTH IN PROPOSAL 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees recommend a
vote FOR electing all of the nominees for Trustees and FOR the other proposal
below.
1. ELECTION OF TRUSTEES [ ] FOR electing the [ ] WITHHOLD AUTHORITY
five nominees to vote for all
except as marked nominees listed
to the contrary below
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE
THROUGH THAT NOMINEE'S NAME.
NOMINEES:
(A) Daniel J. Fuss (B) Michael T. Murray (C) Richard S. Holway
(D) Terry R. Lautenbach (E) Earl W. Foell
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT [ ] [ ] [ ]
PLEASE SIGN THE REVERSE SIDE OF THIS CARD.
<PAGE>
LOOMIS SAYLES FUNDS
SMALL CAP FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 8, 1995
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and
Charles J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles Funds
on December 8, 1995 at 11 a.m. Boston time, and at any adjournments thereof,
all of the shares of the Small Cap Fund which the undersigned would be
entitled to vote if personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR ELECTING
TRUSTEES AS SET FORTH IN PROPOSAL 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees recommend a
vote FOR electing all of the nominees for Trustees and FOR the other proposal
below.
1. ELECTION OF TRUSTEES [ ] FOR electing the [ ] WITHHOLD AUTHORITY
five nominees to vote for all
except as marked nominees listed
to the contrary below
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE
THROUGH THAT NOMINEE'S NAME.
NOMINEES:
(A) Daniel J. Fuss (B) Michael T. Murray (C) Richard S. Holway
(D) Terry R. Lautenbach (E) Earl W. Foell
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT [ ] [ ] [ ]
PLEASE SIGN THE REVERSE SIDE OF THIS CARD.
<PAGE>
LOOMIS SAYLES FUNDS
INTERNATIONAL EQUITY FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 8, 1995
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and
Charles J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles Funds
on December 8, 1995 at 11 a.m. Boston time, and at any adjournments thereof,
all of the shares of the International Equity Fund which the undersigned would
be entitled to vote if personally present. THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR ELECTING
TRUSTEES AS SET FORTH IN PROPOSAL 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees recommend a
vote FOR electing all of the nominees for Trustees and FOR the other proposal
below.
1. ELECTION OF TRUSTEES [ ] FOR electing the [ ] WITHHOLD AUTHORITY
five nominees to vote for all
except as marked nominees listed
to the contrary below
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE
THROUGH THAT NOMINEE'S NAME.
NOMINEES:
(A) Daniel J. Fuss (B) Michael T. Murray (C) Richard S. Holway
(D) Terry R. Lautenbach (E) Earl W. Foell
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT [ ] [ ] [ ]
PLEASE SIGN THE REVERSE SIDE OF THIS CARD.
<PAGE>
LOOMIS SAYLES FUNDS
GLOBAL BOND FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 8, 1995
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and
Charles J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles Funds
on December 8, 1995 at 11 a.m. Boston time, and at any adjournments thereof,
all of the shares of the Global Bond Fund which the undersigned would be
entitled to vote if personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR ELECTING
TRUSTEES AS SET FORTH IN PROPOSAL 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees recommend a
vote FOR electing all of the nominees for Trustees and FOR the other proposal
below.
1. ELECTION OF TRUSTEES [ ] FOR electing the [ ] WITHHOLD AUTHORITY
five nominees to vote for all
except as marked nominees listed
to the contrary below
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE
THROUGH THAT NOMINEE'S NAME.
NOMINEES:
(A) Daniel J. Fuss (B) Michael T. Murray (C) Richard S. Holway
(D) Terry R. Lautenbach (E) Earl W. Foell
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT [ ] [ ] [ ]
PLEASE SIGN THE REVERSE SIDE OF THIS CARD.
<PAGE>
LOOMIS SAYLES FUNDS
BOND FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 8, 1995
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and
Charles J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles Funds
on December 8, 1995 at 11 a.m. Boston time, and at any adjournments thereof,
all of the shares of the Bond Fund which the undersigned would be entitled to
vote if personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR ELECTING TRUSTEES AS SET
FORTH IN PROPOSAL 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees recommend a
vote FOR electing all of the nominees for Trustees and FOR the other proposal
below.
1. ELECTION OF TRUSTEES [ ] FOR electing the [ ] WITHHOLD AUTHORITY
five nominees to vote for all
except as marked nominees listed
to the contrary below
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE
THROUGH THAT NOMINEE'S NAME.
NOMINEES:
(A) Daniel J. Fuss (B) Michael T. Murray (C) Richard S. Holway
(D) Terry R. Lautenbach (E) Earl W. Foell
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT [ ] [ ] [ ]
PLEASE SIGN THE REVERSE SIDE OF THIS CARD.
<PAGE>
LOOMIS SAYLES FUNDS
MUNICIPAL BOND FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 8, 1995
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and
Charles J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles Funds
on December 8, 1995 at 11 a.m. Boston time, and at any adjournments thereof,
all of the shares of the Municipal Bond Fund which the undersigned would be
entitled to vote if personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR ELECTING
TRUSTEES AS SET FORTH IN PROPOSAL 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees recommend a
vote FOR electing all of the nominees for Trustees and FOR the other proposal
below.
1. ELECTION OF TRUSTEES [ ] FOR electing the [ ] WITHHOLD AUTHORITY
five nominees to vote for all
except as marked nominees listed
to the contrary below
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE
THROUGH THAT NOMINEE'S NAME.
NOMINEES:
(A) Daniel J. Fuss (B) Michael T. Murray (C) Richard S. Holway
(D) Terry R. Lautenbach (E) Earl W. Foell
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT [ ] [ ] [ ]
PLEASE SIGN THE REVERSE SIDE OF THIS CARD.
<PAGE>
LOOMIS SAYLES FUNDS
U.S. GOVERNMENT SECURITIES FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 8, 1995
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and
Charles J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles Funds
on December 8, 1995 at 11 a.m. Boston time, and at any adjournments thereof,
all of the shares of the U.S. Government Securities Fund which the undersigned
would be entitled to vote if personally present. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2
AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees recommend a
vote FOR electing all of the nominees for Trustees and FOR the other proposal
below.
1. ELECTION OF TRUSTEES [ ] FOR electing the [ ] WITHHOLD AUTHORITY
five nominees to vote for all
except as marked nominees listed
to the contrary below
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE
THROUGH THAT NOMINEE'S NAME.
NOMINEES:
(A) Daniel J. Fuss (B) Michael T. Murray (C) Richard S. Holway
(D) Terry R. Lautenbach (E) Earl W. Foell
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT [ ] [ ] [ ]
PLEASE SIGN THE REVERSE SIDE OF THIS CARD.
<PAGE>
LOOMIS SAYLES FUNDS
SHORT-TERM BOND FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 8, 1995
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and
Charles J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles Funds
on December 8, 1995 at 11 a.m. Boston time, and at any adjournments thereof,
all of the shares of the Short-Term Bond Fund which the undersigned would be
entitled to vote if personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR ELECTING
TRUSTEES AS SET FORTH IN PROPOSAL 1.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees recommend a
vote FOR electing all of the nominees for Trustees and FOR the other proposal
below.
1. ELECTION OF TRUSTEES [ ] FOR electing the [ ] WITHHOLD AUTHORITY
five nominees to vote for all
except as marked nominees listed
to the contrary below
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE
THROUGH THAT NOMINEE'S NAME.
NOMINEES:
(A) Daniel J. Fuss (B) Michael T. Murray (C) Richard S. Holway
(D) Terry R. Lautenbach (E) Earl W. Foell
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT [ ] [ ] [ ]
PLEASE SIGN THE REVERSE SIDE OF THIS CARD.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE LOOMIS SAYLES FUNDS.
YOUR SIGNATURE ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND
THE ACCOMPANYING PROXY STATEMENT.
PLEASE SIGN YOUR NAME EXACTLY
AS IT APPEARS ON THIS PROXY.
If the shares are registered
in more than one name, each
joint owner or each fiduciary
should sign personally. Only
authorized persons should sign
for corporations.
Dated: ------------------ , 1995
--------------------------------
Signature
--------------------------------
Signature (if held jointly)
