LOOMIS SAYLES FUNDS, 497, 1997-04-10

LOOMIS SAYLES FUNDS
497, 1997-04-10

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[LOGO OF LOOMIS SAYLES FUNDS(TM) APPEARS HERE]
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The Power of A Passion.(TM)

EQUITY FUNDS
RETAIL CLASS

PROSPECTUS
APRIL 1, 1997
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[LOGO OF LOOMIS SAYLES FUNDS(TM) APPEARS HERE]
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The Power of Passion.(TM)

ONE FINANCIAL CENTER . BOSTON, MASSACHUSETTS 02111 . (617) 482-2450

THE LOOMIS SAYLES FUNDS--EQUITY FUNDS

RETAIL CLASS SHARES OF:

LOOMIS SAYLES CORE VALUE FUND (FORMERLY, LOOMIS SAYLES GROWTH & INCOME FUND)

LOOMIS SAYLES GROWTH FUND

LOOMIS SAYLES INTERNATIONAL EQUITY FUND

LOOMIS SAYLES MID-CAP GROWTH FUND

LOOMIS SAYLES MID-CAP VALUE FUND

LOOMIS SAYLES SMALL CAP GROWTH FUND

LOOMIS SAYLES SMALL CAP VALUE FUND (FORMERLY, LOOMIS SAYLES SMALL CAP FUND)

LOOMIS SAYLES STRATEGIC VALUE FUND

LOOMIS SAYLES WORLDWIDE FUND
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PROSPECTUS APRIL 1, 1997

THE LOOMIS SAYLES FUNDS--EQUITY FUNDS

Loomis Sayles Core Value Fund (formerly, Loomis Sayles Growth & Income
Fund), Loomis Sayles Growth Fund, Loomis Sayles International Equity Fund,
Loomis Sayles Mid-Cap Growth Fund, Loomis Sayles Mid-Cap Value Fund, Loomis
Sayles Small Cap Growth Fund, Loomis Sayles Small Cap Value Fund (formerly,
Loomis Sayles Small Cap Fund), Loomis Sayles Strategic Value Fund and Loomis
Sayles Worldwide Fund (the "Funds" and each a "Fund"), each a series of Loomis
Sayles Funds, are separately managed, no-load mutual funds, each of which has
its own investment objective and policies. Loomis, Sayles & Company, L.P.
("Loomis Sayles") is the investment adviser of each Fund.

The Funds offer two classes of shares: a Retail Class that is described in
this Prospectus, and an Institutional Class, with a higher minimum investment
for certain categories of investors and bearing lower expenses, that is de-
scribed in a separate prospectus. This Prospectus concisely describes the in-
formation that an investor should know before investing in the Retail Class
shares of any Fund. Please read it carefully and keep it for future reference.
A Statement of Additional Information dated April 1, 1997, is available free
of charge; write to Loomis Sayles Distributors, L.P. (the "Distributor"), One
Financial Center, Boston, Massachusetts 02111 or telephone 800-633-3330. The
Statement of Additional Information, which contains more detailed information
about the Funds, has been filed with the Securities and Exchange Commission
(the "SEC") and is incorporated by reference into this Prospectus. To obtain
more information about the Institutional Class of shares, please call the Dis-
tributor toll-free at 800-633-3330 or contact your financial intermediary.

For information about: For all other information about
. Establishing an account the Funds:
. Account procedures and status CALL 800-633-3330
. Exchanges
. Shareholder services
CALL 800-626-9390

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

1
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF EXPENSES....................................................... 3
FINANCIAL HIGHLIGHTS...................................................... 5
THE TRUST................................................................. 10
INVESTMENT OBJECTIVES AND POLICIES........................................ 10
MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS AND RISK CONSIDERATIONS..... 13
THE FUNDS' INVESTMENT ADVISER............................................. 19
FUND EXPENSES............................................................. 22
PORTFOLIO TRANSACTIONS.................................................... 23
HOW TO PURCHASE SHARES.................................................... 23
SHAREHOLDER SERVICES...................................................... 26
HOW TO REDEEM SHARES...................................................... 27
CALCULATION OF PERFORMANCE INFORMATION.................................... 28
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES........................... 29
</TABLE>

2
<PAGE>

SUMMARY OF EXPENSES

The following information is provided as an aid in understanding the various
expenses that an investor in a Fund will bear indirectly. The information
about each Fund shown below is based on projected expenses of the Retail Class
shares for the 1997 fiscal year. The information below should not be
considered a representation of past or future expenses, as actual expenses may
be greater or less than those shown. Also, the 5% annual return assumed in the
Example should not be considered a representation of investment performance,
as actual performance will vary.

<TABLE>
<CAPTION>
CORE INTERNATIONAL MID-CAP MID-CAP
VALUE GROWTH EQUITY GROWTH VALUE
FUND FUND/2/ FUND FUND FUND
----- ------- ------------- ------- -------
<S> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Sales Load Imposed on
Purchases (as % of offering
price)......................... none none none none none
Maximum Sales Load Imposed on
Reinvested Dividends (as % of
(offering price)............... none none none none none
Maximum Deferred Sales Load
(as % of original purchase
price or redemption proceeds).. none none none none none
Redemption Fees/1/.............. none none none none none
Exchange Fees................... none none none none none
Annual Operating Expenses
(as a percentage of net assets):
Management Fees................. .50% .50% .75% .75% .75%
12b-1 Fees...................... .25% .25% .25% .25% .25%
Other Operating Expenses (after
expense reimbursements where
indicated)..................... .35%/2/ .35% .25%/2/ .25%/2/ .25%/2/
Total Operating Expenses (after
expense reimbursements where
indicated)..................... 1.10%/2/ 1.10% 1.25%/2/ 1.25%/2/ 1.25%/2/
Example:
An investor would pay the
following expenses on a $1,000
investment assuming a 5% annual
return (with or without a
redemption at the end of each
time period):
One Year........................ $ 11 $ 11 $ 13 $ 13 $ 13
Three Years..................... $ 35 $ 35 $ 40 $ 40 $ 40
</TABLE>

3
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<TABLE>
<CAPTION>
SMALL CAP SMALL STRATEGIC
GROWTH CAP VALUE VALUE WORLDWIDE
FUND FUND/2/ FUND FUND
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Shareholder Transactions Expenses:
Maximum Sales Load Imposed on
Purchases (as % of offering
price).......................... none none none none
Maximum Sales Load Imposed on
Reinvested Dividends
(as % of offering price)........ none none none none
Maximum Deferred Sales Load
(as % of original purchase price
or redemption proceeds)......... none none none none
Redemption Fees/1/............... none none none none
Exchange Fees.................... none none none none
Annual Operating Expenses
(as a percentage of net assets):
Management Fees.................. .75% .75% .50% .75%
12b-1 Fees....................... .25% .25% .25% .25%
Other Operating Expenses (after
expense reimbursements where
indicated)...................... .25%/2/ .19% .50%/2/ .25%/2/
Total Operating Expenses (after
expense reimbursements where
indicated)...................... 1.25%/2/ 1.19% 1.25%/2/ 1.25%/2/
Example:
An investor would pay the
following expenses on a $1,000
investment assuming a 5% annual
return (with or without a
redemption at the end of each
time period):
One Year......................... $ 13 $ 12 $ 13 $ 13
Three Years...................... $ 40 $ 38 $ 40 $ 40
</TABLE>
- -----------
/1/A $5 charge applies to any wire transfer of redemption proceeds from any
Fund.

/2/Other Operating Expenses is based on estimated expenses for the 1997 fiscal
year after giving effect to expense reimbursements. None of the Funds had
commenced investment operations with respect to Retail Class shares as of
December 31, 1996. Loomis Sayles has voluntarily agreed, for an indefinite
period, to limit the Total Operating Expenses of the Growth and Small Cap
Value Funds to 1.10% and 1.25% of net assets, respectively, and to limit
the other Funds' Total Operating Expenses to the percentages of net assets
shown in the table. Without this agreement, estimated Other Operating
Expenses and Total Operating Expenses would be 0.38% and 1.13%,
respectively, for the Core Value Fund, 0.42% and 1.42%, respectively, for
the International Equity Fund, 1.24% and 2.24%, respectively, for the Mid-
Cap Growth Fund, 0.68% and 1.68%, respectively, for the Mid-Cap Value Fund,
0.36% and 1.36%, respectively, for the Small Cap Growth Fund, 1.00% and
1.75%, respectively, for the Strategic Value Fund and 1.80% and 2.80%,
respectively, for the Worldwide Fund. Other Operating Expenses and Total
Operating Expenses for the Growth Fund and the Small Cap Value Fund were
unaffected by this agreement.

4
<PAGE>

FINANCIAL HIGHLIGHTS
(FOR AN INSTITUTIONAL CLASS SHARE OF EACH INDICATED FUND
OUTSTANDING THROUGHOUT THE INDICATED PERIODS)

The following information is included in financial statements of the Funds
that have been audited by Coopers & Lybrand L.L.P., independent accountants.
The information should be read in conjunction with the financial statements
and the notes thereto contained in the Funds' 1996 Annual Report, which is
incorporated by reference in this Prospectus and the Statement of Additional
Information. None of the Funds had commenced investment operations with
respect to Retail Class shares, and the Mid-Cap Growth, Mid-Cap Value, Small
Cap Growth and Strategic Value Funds had not commenced investment operations
with respect to Institutional Class shares, as of December 31, 1996. The
information shown below is for Institutional Class shares of each indicated
Fund; Retail Class shares bear higher expenses than Institutional Class shares
and are expected to have a lower total return than Institutional Class shares.

<TABLE>
<CAPTION>
CORE VALUE FUND
----------------------------------------------------
MAY 13*
YEAR ENDED DEC. 31, TO
------------------------------------------- DEC. 31
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 14.57 $ 11.80 $ 12.49 $ 11.53 $ 10.54 $10.00
------- ------- ------- ------- ------- ------
Income from investment
operations--
Net investment income
(loss)................. 0.22 0.23 0.15 0.13 0.13 0.12
Net realized and
unrealized gain (loss)
on investments......... 2.83 3.93 (0.26) 1.24 1.36 0.59
------- ------- ------- ------- ------- ------
Total from investment
operations............ 3.05 4.16 (0.11) 1.37 1.49 0.71
------- ------- ------- ------- ------- ------
Less distributions--
Dividends from net
investment income...... (0.22) (0.23) (0.15) (0.12) (0.13) (0.12)
Distributions from net
realized capital
gains.................. (1.80) (1.16) (0.43) (0.29) (0.37) (0.05)
------- ------- ------- ------- ------- ------
Total distributions.... (2.02) (1.39) (0.58) (0.41) (0.50) (0.17)
------- ------- ------- ------- ------- ------
Net asset value, end of
period................. $ 15.60 $ 14.57 $ 11.80 $ 12.49 $ 11.53 $10.54
======= ======= ======= ======= ======= ======
Total return (%)........ 21.2 35.2 (0.9) 11.9 14.1 7.2
Net assets, end of
period (000)........... $43,715 $36,465 $25,946 $20,657 $12,279 $7,689
Ratio of operating
expenses to average net
assets (%)............. 1.13 1.20 1.33 1.50 1.50 1.50**
Ratio of net investment
income to average net
assets (%)............. 1.44 1.61 1.28 1.23 1.42 2.09**
Portfolio turnover rate
(%).................... 58 60 48 53 67 27**
Average commission
rate***................ $0.0583 -- -- -- -- --
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average net
assets would have been
(%).................... 1.13 1.20 1.33 1.56 2.19 2.59**
Net investment income
per share would
have been.............. $ 0.22 $ 0.23 $ 0.15 $ 0.12 $ 0.07 $ 0.06
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades
upon which commissions are charged. This rate generally does not reflect
mark-ups, mark-downs, or spreads on shares traded on a principal basis.

5
<PAGE>

<TABLE>
<CAPTION>
GROWTH FUND
-----------------------------------------------------
MAY 16*
YEAR ENDED DEC. 31, TO
------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 15.27 $ 12.50 $ 13.02 $ 12.46 $ 12.01 $ 10.00
------- ------- ------- ------- ------- -------
Income from investment
operations--Net
investment income
(loss)................. (0.07) (0.00) (0.02) 0.00 (0.04) 0.00
Net realized and
unrealized gain (loss)
on investments......... 3.08 3.86 (0.45) 1.16 0.49 2.45
------- ------- ------- ------- ------- -------
Total from investment
operations............ 3.01 3.86 (0.47) 1.16 0.45 2.45
------- ------- ------- ------- ------- -------
Less distributions--
Distributions from net
realized capital
gains.................. (4.84) (1.09) (0.04) (0.60) 0.00 (0.44)
Distributions from
capital................ 0.00 0.00 (0.01) 0.00 0.00 0.00
------- ------- ------- ------- ------- -------
Total distributions.... (4.84) (1.09) (0.05) (0.60) 0.00 (0.44)
------- ------- ------- ------- ------- -------
Net asset value, end of
period................. $ 13.44 $ 15.27 $ 12.50 $ 13.02 $ 12.46 $ 12.01
======= ======= ======= ======= ======= =======
Total return (%)........ 19.9 30.9 (3.7) 9.3 3.8 24.5
Net assets, end of
period (000)........... $39,497 $45,011 $36,580 $32,385 $24,451 $16,105
Ratio of operating
expenses to average net
assets (%)............. 1.10 1.08 1.16 1.20 1.50 1.50**
Ratio of net investment
income to average net
assets (%)............. (0.47) (0.29) (0.14) (0.17) (0.45) 0.01**
Portfolio turnover rate
(%).................... 99 48 46 64 98 69**
Average commission
rate***................ $0.0600 -- -- -- -- --
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average net
assets would have
been (%)............... 1.10 1.08 1.16 1.20 1.51 1.66**
Net investment income
per share would
have been.............. $ (0.07) $ 0.00 $ (0.02) $ 0.00 $ (0.04) $ (0.01)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades upon
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.

6
<PAGE>

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND
-----------------------------------------------------
MAY 10*
YEAR ENDED DEC. 31, TO
------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 11.65 $ 11.61 $ 12.90 $ 9.64 $ 10.27 $10.00
------- ------- ------- ------- ------- ------
Income from investment
operations--
Net investment income
(loss)................. 0.12 0.14 0.15 0.11 0.10 0.08
Net realized and
unrealized gain (loss)
on investments......... 2.01 0.87 (0.38) 3.61 (0.62) 0.29
------- ------- ------- ------- ------- ------
Total from investment
operations............ 2.13 1.01 (0.23) 3.72 (0.52) 0.37
------- ------- ------- ------- ------- ------
Less distributions--
Dividends from net
investment income..... (0.09) (0.14) (0.14) (0.10) (0.10) (0.08)
Distributions from net
realized capital
gains................. (0.53) (0.83) (0.92) (0.36) (0.01) 0.00
Distributions from
capital............... 0.00 0.00 0.00 0.00 0.00 (0.02)
------- ------- ------- ------- ------- ------
Total distributions... (0.62) (0.97) (1.06) (0.46) (0.11) (0.10)
------- ------- ------- ------- ------- ------
Net asset value, end of
period................. $ 13.16 $ 11.65 $ 11.61 $ 12.90 $ 9.64 $10.27
======= ======= ======= ======= ======= ======
Total return (%)........ 18.3 8.7 (1.8) 38.5 (5.1) 3.7
Net assets, end of
period (000)........... $90,662 $79,488 $73,189 $56,560 $14,937 $6,916
Ratio of operating
expenses to average net
assets (%)............. 1.42 1.45 1.46 1.50 1.50 1.50**
Ratio of net investment
income to average net
assets (%)............. 0.96 1.16 1.30 1.20 1.64 1.55**
Portfolio turnover rate
(%).................... 151 133 116 128 101 109**
Average commission
rate***................ $0.0013 -- -- -- -- --
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average
net assets would have
been (%).............. 1.42 1.45 1.46 1.72 2.77 3.66**
Net investment income
per share would
have been............. $ 0.12 $ 0.14 $ 0.15 $ 0.09 $ 0.02 $(0.03)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades upon
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.
Generally, non-U.S. commissions are lower than U.S. commissions when
expressed as cents per share but higher when expressed as a percentage of
transactions because of the lower per-share prices of many non-U.S.
securities.

7
<PAGE>

<TABLE>
<CAPTION>
SMALL CAP VALUE FUND
------------------------------------------------------
MAY 13*
YEAR ENDED DEC. 31, TO
-------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
-------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 15.33 $ 12.86 $ 14.13 $ 12.88 $ 12.49 $ 10.00
-------- ------- ------- ------- ------- -------
Income from investment
operations--
Net investment income
(loss)................. 0.11 0.04 (0.04) 0.00 (0.06) (0.01)
Net realized and
unrealized gain (loss)
on investments......... 4.47 4.06 (1.12) 3.15 1.67 3.03
-------- ------- ------- ------- ------- -------
Total from investment
operations............ 4.58 4.10 (1.16) 3.15 1.61 3.02
-------- ------- ------- ------- ------- -------
Less distributions--
Dividends from net
investment income...... (0.11) (0.04) 0.00 0.00 0.00 0.00
Distributions from net
realized capital
gains.................. (2.41) (1.59) (0.11) (1.90) (1.22) (0.53)
-------- ------- ------- ------- ------- -------
Total distributions.... (2.52) (1.63) (0.11) (1.90) (1.22) (0.53)
-------- ------- ------- ------- ------- -------
Net asset value, end of
period................. $ 17.39 $ 15.33 $ 12.86 $ 14.13 $ 12.88 $ 12.49
======== ======= ======= ======= ======= =======
Total return (%)........ 30.4 32.1 (8.2) 24.7 13.1 30.5
Net assets, end of
period (000)........... $163,625 $90,455 $73,126 $67,553 $39,244 $14,581
Ratio of operating
expenses to average net
assets (%)............. 1.19 1.25 1.27 1.35 1.50 1.50**
Ratio of net investment
income to average net
assets (%)............. 0.80 0.29 (0.30) (0.38) (0.79) (0.19)*
Portfolio turnover rate
(%).................... 73 155 87 106 109 56**
Average commission
rate***................ $ 0.0567 -- -- -- -- --
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average net
assets would have been
(%).................... 1.19 1.25 1.27 1.35 1.66 2.43**
Net investment income
per share would
have been.............. $ 0.11 $ 0.04 $ (0.04) $ 0.00 $ (0.07) $ (0.06)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades upon
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.

8
<PAGE>

<TABLE>
<CAPTION>
WORLDWIDE FUND
--------------
MAY 1*
TO
DEC. 31,
1996
--------------
<S> <C>
Net asset value, beginning of period......................... $ 10.00
-------
Income from investment operations--
Net investment income (loss)................................. 0.30
Net realized and unrealized gain (loss) on investments....... 0.63
-------
Total from investment operations............................ 0.93
-------
Less distributions--
Dividends from net investment income......................... (0.30)
Distributions from net realized capital gains................ 0.00
-------
Total distributions......................................... (0.30)
-------
Net asset value, end of period............................... $ 10.63
=======
Total return (%)............................................. 9.2
Net assets, end of period (000).............................. $ 5,189
Ratio of operating expenses to average net assets (%)........ 1.00**
Ratio of net investment income to average net assets (%)..... 4.62**
Portfolio turnover rate (%).................................. 76**
Average commission rate***................................... $0.0278
Without giving effect to voluntary expense limitations:
The ratios of operating expenses to average net assets would
have been (%)............................................... 3.72**
Net investment income per share would have been.............. $ 0.13
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades
upon which commissions are charged. This rate generally does not reflect
mark-ups, mark-downs, or spreads on shares traded on a principal basis.
Generally, non-U.S. commissions are lower than U.S. commissions when
expressed as cents per share but higher when expressed as a percentage of
transactions because of the lower per-share prices of many non-U.S.
securities.

NOTE: Further information about each Fund's performance is contained in the
Funds' annual report to shareholders, which may be obtained without
charge.

9
<PAGE>

THE TRUST

Each Fund is a series of Loomis Sayles Funds (the "Trust"). The Trust is a
diversified open-end management investment company organized as a
Massachusetts business trust on February 20, 1991. The Trust is authorized to
issue an unlimited number of full and fractional shares of beneficial interest
in multiple series. Shares are freely transferable and entitle shareholders to
receive dividends as determined by the Trust's board of trustees and to cast a
vote for each share held at shareholder meetings. The Trust does not generally
hold shareholder meetings and will do so only when required by law.
Shareholders may call meetings to consider removal of the Trust's trustees.

INVESTMENT OBJECTIVES AND POLICIES

LOOMIS SAYLES CORE VALUE FUND

The Fund's investment objective is long-term growth of capital and income.

The Fund seeks to achieve its objective by investing substantially all of
its assets in common stocks or their equivalent that Loomis Sayles considers
to be undervalued in relation to the issuer's earnings, dividends, assets and
growth prospects. The Fund may invest up to 20% of its assets in securities of
foreign issuers. The Fund may also engage in foreign currency hedging
transactions and Rule 144A securities.

LOOMIS SAYLES GROWTH FUND

The Fund's investment objective is long-term growth of capital.

The Fund seeks to achieve its objective by investing substantially all of
its assets in common stocks or their equivalent. Investments are selected
based on their growth potential; current income is not a consideration. The
Fund may invest in companies with relatively small market capitalization, as
well as in larger companies. The Fund may invest up to 20% of its assets in
securities of foreign issuers. The Fund may also engage in foreign currency
hedging transactions and Rule 144A securities.

LOOMIS SAYLES INTERNATIONAL EQUITY FUND

The Fund's investment objective is high total investment return through a
combination of capital appreciation and current income.

The Fund seeks to achieve its objective by investing primarily in equity
securities of companies organized or headquartered outside the United States.
Under normal conditions the Fund will invest at least 65% of its total assets
in

10
<PAGE>

equity securities of issuers from at least three countries outside the United
States. For temporary defensive purposes, the Fund may invest as much as 100%
of its assets in issuers from one or two countries, which may include the
United States. The Fund may also engage in foreign currency hedging
transactions, options transactions, and Rule 144A securities.

LOOMIS SAYLES MID-CAP GROWTH FUND

The Fund's investment objective is long-term capital growth from investments
in common stocks or their equivalent.

LOOMIS SAYLES MID-CAP VALUE FUND

The Fund's objective is long-term capital growth from investments in common
stocks or their equivalent.

The Fund seeks to achieve its objective by investing, under normal market
conditions, at least 65% of its total assets in equity securities of companies
with a market that falls within the capitalization range of companies included
in the Standard & Poor's Mid-Cap 400 Index. Loomis Sayles seeks to build a
core portfolio of equity securities that it believes to be undervalued by the
market in relation to the issuers' earnings, dividends, assets and growth
prospects and that has a smaller emphasis on special situations and
turnarounds (companies that have experienced significant business problems but
that Loomis Sayles believes have favorable prospects for recovery). Current
income is not a consideration in selecting the Fund's investments. The Fund
may invest any portion of its assets in securities of Canadian issuers and up
to 20% of its assets in the securities of issuers headquartered outside the
United States or Canada. The Fund may also engage in foreign currency hedging
transactions, options and futures transactions, securities lending, and Rule
144A securities.

LOOMIS SAYLES SMALL CAP GROWTH FUND

The Fund's investment objective is long-term capital growth from investments
in common stocks or their equivalent.

11
<PAGE>

The Fund seeks to achieve its objective by investing primarily in equity
securities of small, rapidly growing companies that Loomis Sayles believes
have the potential for accelerating earnings growth and rising profit margins.
The Fund will normally invest at least 65% of its total assets in equity
securities of companies with market capitalization of less than $1 billion and
may invest up to 35% of its total assets in larger companies. Loomis Sayles
seeks companies that have distinctive products, technologies, or services;
dynamic earnings growth; prospects for a high level of profitability; and
outstanding management. Current income is not a consideration in selecting the
Fund's investments. The Fund may invest any portion of its assets in
securities of Canadian issuers and up to 20% of its assets in the securities
of issuers headquartered outside the United States or Canada. The Fund may
also engage in foreign currency hedging transactions, options and futures
transactions, securities lending, and Rule 144A securities.

LOOMIS SAYLES SMALL CAP VALUE FUND

The Fund's investment objective is long-term capital growth from investments
in common stocks or their equivalent.

The Fund seeks to achieve its objective by investing primarily in equity
securities of small capitalization companies with good earnings growth
potential that Loomis Sayles believes are undervalued by the markets. The Fund
will normally invest at least 65% of its total assets in companies with market
capitalization of less than $1 billion and may invest up to 35% of its assets
in larger companies. Loomis Sayles seeks to build a core small capitalization
portfolio of stocks of solid companies with reasonable growth prospects and
that are attractively priced in relation to the companies' earnings with a
smaller emphasis on special situations and turnarounds (companies that have
experienced significant business problems but which Loomis Sayles believes
have favorable prospects for recovery), as well as unrecognized stocks.
Current income is not a consideration in selecting the Fund's investments. The
Fund may invest up to 20% of its assets in securities of foreign issuers. The
Fund may also engage in foreign currency hedging transactions, and Rule 144A
securities.

LOOMIS SAYLES STRATEGIC VALUE FUND

The Fund's investment objective is long-term capital growth from investments
in equity securities.

The Fund seeks to achieve its objective by investing substantially all of
its assets in equity securities that Loomis Sayles considers to be undervalued
by the markets. Stocks are selected based on a combination of quantitative
factors including historical, relative price-earnings ratios; price-earnings
ratios relative to growth rates; relative fundamentals and price momentum; and
qualitative

12
<PAGE>

factors including the quality of management, position in the industry, debt
and balance sheet restructuring and product cycles. The Fund's strategy is to
have a relatively concentrated portfolio normally consisting of approximately
35-40 securities that Loomis Sayles considers best positioned to perform in
the current and future environments. The Fund may invest any portion of its
assets in the securities of Canadian issuers and up to 20% of its assets in
securities of issuers headquartered outside the United States or Canada. The
Fund may also engage in foreign currency hedging transactions, options and
futures transactions, securities lending, and Rule 144A securities.

LOOMIS SAYLES WORLDWIDE FUND

The Fund's investment objective is high total investment return through a
combination of capital appreciation and current income.

The Fund seeks to achieve its objective by investing in U.S. and foreign
equity and debt securities. The allocation of the Fund's assets among the four
sectors of domestic equities, international equities, domestic bonds and
international bonds will be made by Loomis Sayles' Global Asset Allocation
group. The Fund will normally invest its assets in securities of issuers from
at least three countries, one of which may be the United States. The Fund may
also invest in collateralized mortgage obligations, zero coupon securities,
when-issued securities and Rule 144A securities. The Fund may engage in
foreign currency hedging transactions and options and forward contract
transactions.

ALL FUNDS

For temporary defensive purposes, each Fund may invest any portion of its
assets in fixed income securities, cash and any other securities deemed
appropriate by Loomis Sayles. Except for each Fund's investment objective, and
any investment policies that are identified as "fundamental," all of the
investment policies of each Fund may be changed without a vote of Fund
shareholders.

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS
AND RISK CONSIDERATIONS

COMMON STOCKS AND OTHER EQUITY SECURITIES

Common stocks and similar equity securities, such as warrants and
convertibles, are volatile and more risky than some other forms of investment.
The value of an investment in a Fund that invests in equity securities may
sometimes decrease. Equity securities of companies with relatively small
market capitalization may be more volatile than the securities of larger, more
established companies and than the broad equity market indexes.

13
<PAGE>

DEBT AND OTHER FIXED INCOME SECURITIES

The Worldwide Fund may invest in fixed income securities of any maturity.
Fixed income securities pay a specified rate of interest or dividends, or a
rate that is adjusted periodically by reference to some specified index or
market rate. Fixed income securities include securities issued by federal,
state, local and foreign governments and related agencies, and by a wide range
of private issuers. Because interest rates vary, it is impossible to predict
the yield of a Fund that invests in fixed income securities for any particular
period. The net asset value of such a Fund's shares will vary as a result of
changes in the value of the securities in the Fund's portfolio. Fixed income
securities are subject to market and credit risk. Market risk relates to
changes in a security's value as a result of changes in interest rates
generally. In general, the values of fixed income securities increase when
prevailing interest rates fall and decrease when interest rates rise. Credit
risk relates to the ability of the issuer to make payments of principal and
interest.

ZERO COUPON SECURITIES

The Worldwide Fund may invest in "zero coupon" fixed income securities.
These securities accrue interest at a specified rate, but do not pay interest
in cash on a current basis. A Fund investing in zero coupon securities is
required to distribute the income on these securities to Fund shareholders as
the income accrues, even though the Fund is not receiving the income in cash
on a current basis. Thus the Fund may have to sell other investments to obtain
cash to make income distributions. The market value of zero coupon securities
is often more volatile than that of non-zero coupon fixed income securities of
comparable quality and maturity.

COLLATERALIZED MORTGAGE OBLIGATIONS

The Worldwide Fund may invest in collateralized mortgage obligations
("CMOs"). A CMO is a security backed by a portfolio of mortgages or mortgage-
backed securities held under an indenture. CMOs may be issued either by U.S.
Government instrumentalities or by non-governmental entities. The issuer's
obligation to make interest and principal payments is secured by the
underlying portfolio of mortgages or mortgage-backed securities. CMOs are
issued with a number of classes or series which have different maturities and
which may represent interests in some or all of the interest or principal
payments on the underlying collateral or a combination thereof. CMOs of
different classes are generally retired in sequence as the underlying mortgage
loans in the mortgage pool are repaid. In the event of sufficient early
prepayments on such mortgages, the class or series of CMOs first to mature
generally will be retired prior to its maturity. As with other mortgage-backed
securities, the early retirement of a particular class or series of CMOs held
by a Fund could involve

14
<PAGE>

the loss of any premium the Fund paid when it acquired the investment and
could result in the Fund's reinvesting the proceeds at a lower interest rate
than the retired CMO paid. Because of the early retirement feature, CMOs may
be more volatile than many other fixed-income investments.

WHEN-ISSUED SECURITIES

Each Fund may purchase securities on a "when-issued" basis. This means that
the Fund will enter into a commitment to buy the security before the security
has been issued. The Fund's payment obligation and the interest rate on the
security are determined when the Fund enters into the commitment. The security
is typically delivered to the Fund 15 to 120 days later. No interest accrues
on the security between the time the Fund enters into the commitment and the
time the security is delivered. If the value of the security being purchased
falls between the time a Fund commits to buy it and the payment date, the Fund
may sustain a loss. The risk of this loss is in addition to the Fund's risk of
loss on the securities actually in its portfolio at the time. In addition,
when the Fund buys a security on a when-issued basis, it is subject to the
risk that market rates of interest will increase before the time the security
is delivered, with the result that the yield on the security delivered to the
Fund may be lower than the yield available on other, comparable securities at
the time of delivery. If a Fund has outstanding obligations to buy when-issued
securities, it will maintain liquid assets in a segregated account at its
custodian bank in an amount sufficient to satisfy these obligations.

RULE 144A SECURITIES

Each Fund may invest in Rule 144A securities, which are privately offered
securities that can be resold only to certain qualified institutional buyers.
Rule 144A securities are treated as illiquid, unless Loomis Sayles has
determined, under guidelines established by the Trust's trustees, that the
particular issue of Rule 144A securities is liquid.

FOREIGN SECURITIES

Each Fund may invest in securities of issuers organized or headquartered
outside the United States ("foreign securities"). Each of the Core Value,
Growth and Small Cap Value Funds will not purchase a foreign security if, as a
result, the Fund's holdings of foreign securities would exceed 20% of the
Fund's assets. Each of the Mid-Cap Growth, Mid-Cap Value, Small Cap Growth and
Strategic Value Funds may each invest any portion of its assets in securities
of Canadian issuers, but will not purchase foreign securities other than those
of Canadian issuers if, as a result, such Fund's holding of non-U.S. and non-
Canadian securities would exceed 20% of the Fund's assets.

15
<PAGE>

Although investing in foreign securities may increase a Fund's
diversification and reduce portfolio volatility, foreign securities may
present risks not associated with investments in comparable securities of U.S.
issuers. There may be less information publicly available about a foreign
corporate or governmental issuer than about a U.S. issuer, and foreign
corporate issuers are not generally subject to accounting, auditing and
financial reporting standards and practices comparable to those in the United
States. The securities of some foreign issuers are less liquid and at times
more volatile than securities of comparable U.S. issuers. Foreign brokerage
commissions and securities custody costs are often higher than in the United
States. With respect to certain foreign countries, there is a possibility of
governmental expropriation of assets, confiscatory taxation, political or
financial instability and diplomatic developments that could affect the value
of investments in those countries. A Fund's receipt of interest on foreign
government securities may depend on the availability of tax or other revenues
to satisfy the issuer's obligations.

A Fund's investments in foreign securities may include investments in
countries whose economies or securities markets are not yet highly developed.
Special considerations associated with these investments (in addition to the
considerations regarding foreign investments generally) may include, among
others, greater political uncertainties, an economy's dependence on revenues
from particular commodities or on international aid or development assistance,
currency transfer restrictions, highly limited numbers of potential buyers for
such securities and delays and disruptions in securities settlement
procedures.

Since most foreign securities are denominated in foreign currencies or
traded primarily in securities markets in which settlements are made in
foreign currencies, the value of these investments and the net investment
income available for distribution to shareholders of a Fund investing in these
securities may be affected favorably or unfavorably by changes in currency
exchange rates or exchange control regulations. Changes in the value relative
to the U.S. dollar of a foreign currency in which a Fund's holdings are
denominated will result in a change in the U.S. dollar value of the Fund's
assets and the Fund's income available for distribution.

In addition, although part of a Fund's income may be received or realized in
foreign currencies, the Fund will be required to compute and distribute its
income in U.S. dollars. Therefore, if the value of a currency relative to the
U.S. dollar declines after the Fund's income has been earned in that currency,
translated into U.S. dollars and declared as a dividend, but before payment of
the dividend, the Fund could be required to liquidate portfolio securities to
pay the dividend. Similarly, if the value of a currency relative to the U.S.
dollar declines between the time the Fund accrues expenses in U.S. dollars and
the time such expenses are paid, the amount of such currency required to be

16
<PAGE>

converted into U.S. dollars will be greater than the equivalent amount in such
currency of such expenses at the time they were incurred.

In determining whether to invest assets of a Fund in securities of a
particular foreign issuer, Loomis Sayles will consider the likely effects of
foreign taxes on the net yield available to the Fund and its shareholders.
Compliance with foreign tax law may reduce a Fund's net income available for
distribution to shareholders.

FOREIGN CURRENCY HEDGING TRANSACTIONS

Each Fund that invests in foreign securities may engage in foreign currency
exchange transactions, in connection with the purchase and sale of foreign
securities, to protect the value of specific portfolio positions or in
anticipation of changes in relative values of currencies in which current or
future Fund portfolio holdings are denominated or quoted. For example, to
protect against a change in the foreign currency exchange rate between the
date on which a Fund contracts to purchase or sell a security and the
settlement date for the purchase or sale, or to "lock in" the equivalent of a
dividend or interest payment in another currency, a Fund might purchase or
sell a foreign currency on a spot (that is, cash) basis at the prevailing spot
rate. If conditions warrant, the Funds may also enter into private contracts
to purchase or sell foreign currencies at a future date ("forward contracts").
The Funds might also purchase exchange-listed and over-the-counter call and
put options on foreign currencies. Over-the-counter currency options are
generally less liquid than exchange-listed options, and will be treated as
illiquid assets. The Funds may not be able to dispose of over-the-counter
options readily.

Foreign currency transactions involve costs and may result in losses. In
addition, each Fund's ability to engage in currency hedging transactions may
be limited by tax considerations.

OPTIONS AND FUTURES TRANSACTIONS

The International Equity, Mid-Cap Growth, Mid-Cap Value, Small Cap Growth,
Strategic Value and Worldwide Funds may buy, sell or write options on
securities, securities indexes, currencies or futures contracts. The Mid-Cap
Growth, Mid-Cap Value, Small Cap Growth and Strategic Value Funds may buy and
sell futures contracts on securities, securities indexes or currencies. Each
of these Funds may engage in these transactions either for the purpose of
enhancing investment return, or to hedge against changes in the value of other
assets that the Fund owns or intends to acquire. Options and futures fall into
the broad category of financial instruments known as "derivatives" and involve
special risks. Use of options or futures for other than hedging purposes may
be

17
<PAGE>

considered a speculative activity, involving greater risks than are involved
in hedging.

Options can generally be classified as either "call" or "put" options. There
are two parties to a typical options transaction: the "writer" and the
"buyer." A call option gives the buyer the right to buy a security or other
asset (such as an amount of currency or a futures contract) from, and a put
option gives the buyer the right to sell a security or other asset to, the
option writer at a specified price, on or before a specified date. The buyer
of an option pays a premium when purchasing the option, which reduces the
return on the underlying security or other asset if the option is exercised,
and results in a loss if the option expires unexercised. The writer of an
option receives a premium from writing an option, which may increase its
return if the option expires or is closed out at a profit. If a Fund as the
writer of an option is unable to close out an unexpired option, it must
continue to hold the underlying security or other asset until the option
expires, to "cover" its obligation under the option.

A futures contract creates an obligation by the seller to deliver and the
buyer to take delivery of the type of instrument or cash at the time and in
the amount specified in the contract. Although many futures contracts call for
the delivery (or acceptance) of the specified instrument, futures are usually
closed out before the settlement date through the purchase (or sale) of a
comparable contract. If the price of the sale of the futures contract by a
Fund exceeds (or is less than) the price of the offsetting purchase, the Fund
will realize a gain (or loss). The value of options purchased or written by a
Fund and futures contracts held by a Fund may fluctuate based on a variety of
market and economic factors. In some cases, the fluctuations may offset (or be
offset by) changes in the value of securities held in a Fund's portfolio. All
transactions in options and futures involve the possible risk of loss to a
Fund of all or a significant part of the value of its investment. In some
cases, the risk of loss may exceed the amount of the Fund's investment. When a
Fund writes a call option or sells a futures contract without holding the
underlying securities, currencies or futures contracts, its potential loss is
unlimited. A Fund will be required, however, to set aside with its custodian
bank liquid assets in amounts sufficient at all times to satisfy its
obligations under options and futures contracts.

The successful use of options and futures will usually depend on Loomis
Sayles' ability to forecast stock market, currency or other financial market
movements correctly. A Fund's ability to hedge against adverse changes in the
value of securities held in its portfolio through options and futures also
depends on the degree of correlation between the changes in the value of
futures or options positions and changes in the values of the portfolio
securities. The successful use of futures and exchange traded options also
depends on the availability of a liquid secondary market to enable a Fund to
close its positions

18
<PAGE>

on a timely basis. There can be no assurance that such a market will exist at
any particular time. In the case of options that are not traded on an exchange
("over-the-counter" options), a Fund is at risk that the other party to the
transaction will default on its obligations, or will not permit the Fund to
terminate the transaction before its scheduled maturity. As a result of these
characteristics, each Fund will treat most over-the-counter options (and the
assets it segregates to cover its obligations thereunder) as illiquid.

The options and futures markets of foreign countries are small compared to
those of the United States and consequently are characterized in most cases by
less liquidity than are the U.S. markets. In addition, foreign markets may be
subject to less detailed reporting requirements and regulatory controls than
U.S. markets. Furthermore, investments in options in foreign markets are
subject to many of the same risks as other foreign investments. See "Foreign
Securities" above.

SECURITIES LENDING

The Mid-Cap Growth, Mid-Cap Value, Small Cap Growth and Strategic Value
funds may each lend its portfolio securities to broker-dealers or other
parties under contracts calling for the deposit by the borrower with the
Fund's custodian of cash collateral equal to at least the market value of the
securities loaned, marked to market on a daily basis. The Fund will continue
to benefit from interest or dividends on the securities loaned and will also
receive interest through investment of the cash collateral in short-term
liquid investments. No loans will be made if, as a result, the aggregate
amount of such loans outstanding at any time would exceed 33 1/3% of the
Fund's total assets (taken at current value). Any voting rights, or rights to
consent, relating to securities loaned pass to the borrower. However, if a
material event affecting the investment occurs, such loans will be called so
that the securities may be voted by the Fund. The Fund pays various fees in
connection with such loans, including shipping fees and reasonable custodial
or placement fees.

Securities loans must be fully collateralized at all times, but involve some
credit risk to the Fund if the borrower defaults on its obligation and the
Fund is delayed or prevented from recovering the collateral.

THE FUNDS' INVESTMENT ADVISER

The Funds' investment adviser is Loomis Sayles, One Financial Center,
Boston, Massachusetts 02111. Founded in 1926, Loomis Sayles is one of the
country's oldest and largest investment firms. Loomis Sayles' general partner
is indirectly owned by New England Investment Companies, L.P., a publicly-
traded limited partnership whose general partner is indirectly owned by
Metropolitan Life Insurance Company.

19
<PAGE>

In addition to selecting and reviewing the Funds' investments, Loomis Sayles
provides executive and other personnel for the management of the Funds. The
Trust's board of trustees supervises Loomis Sayles' conduct of the affairs of
the Funds.

As of March 3, 1997, the Loomis Sayles Employees' Profit Sharing Plan owned
26%, 91%, 35%, 56% and 99% of the Growth Fund, Mid-Cap Growth Fund, Mid-Cap
Value Fund, Small Cap Growth Fund, and Strategic Value Fund, respectively. As
of March 3, 1997, the Loomis-Sayles Funded Pension Plan owned 60% of the
Worldwide Fund. Each of these shareholders may be deemed to control the
relevant Fund.

Jeffrey W. Wardlow, Vice President of the Trust and of Loomis Sayles, has
served as the portfolio manager of the Core Value Fund since its commencement
of operations in 1991. Jerome A. Castellini, Vice President of the Trust and
of Loomis Sayles, has served as the portfolio manager of the Growth Fund since
its commencement of operations in 1991 and as a portfolio manager of the Mid-
Cap Growth Fund since its commencement of operations in 1997. Scott S. Pape,
Vice President of the Trust and of Loomis Sayles, has served as a portfolio
manager of the Mid-Cap Growth Fund since its commencement of operations in
1997. Jeffrey C. Petherick and Gregg D. Watkins, Vice Presidents of the Trust
and Loomis Sayles, have served as portfolio managers of the Mid-Cap Value Fund
since its commencement of operations in 1997. Christopher R. Ely, Vice
President of the Trust and of Loomis Sayles, has served as the portfolio
manager, and Philip C. Fine and David L. Smith, Vice Presidents of the Trust
and of Loomis Sayles, have served as assistant portfolio managers of the Small
Cap Growth Fund since its commencement of operations in 1997. Jeffrey C.
Petherick, Vice President of the Trust and of Loomis Sayles, has served as a
portfolio manager of the Small Cap Value Fund since 1993 and Mary C.
Champagne, Vice President of the Trust and of Loomis Sayles, has served as a
portfolio manager of the Small Cap Value Fund since 1995. Philip J. Schettewi,
Vice President of the Trust and Loomis Sayles, has served as the portfolio
manager of the Strategic Value Fund since its commencement of operations in
1997. Daniel J. Fuss, President of the Trust and Executive Vice President of
Loomis Sayles, has served as the portfolio manager of the domestic bonds
sector of the Worldwide Fund since that Fund's commencement of operations in
1996. E. John deBeer, Vice President of the Trust and of Loomis Sayles, has
served as portfolio manager of the international bonds sector of the Worldwide
Fund since that Fund's commencement of operations in 1996. Quentin P.
Faulkner, Vice President of the Trust and of Loomis Sayles, has served as the
portfolio manager of the domestic equities sector of the Worldwide Fund since
that Fund's commencement of operations in 1996. Paul H. Drexler, Vice
President of the Trust and of Loomis Sayles, has served as the portfolio
manager of the international equities sector of the Worldwide Fund since that
Fund's

20
<PAGE>

commencement of operations in 1996 and of the International Equity Fund since
1996. Each of the foregoing, except Ms. Champagne and Messrs. Drexler, Ely,
Fine and Smith, has been employed by Loomis Sayles for at least five years.
Before joining Loomis Sayles in 1993, Ms. Champagne was a portfolio manager at
NBD Bank, and Mr. Drexler was an economist and portfolio manager at Brown
Brothers Harriman & Co. Prior to joining Loomis Sayles in 1996, Mr. Ely was
Senior Vice President and Portfolio Manager, and Messrs. Fine and Smith were
Vice Presidents and Portfolio Managers, of Keystone Investment Management
Company, Inc.

21
<PAGE>

FUND EXPENSES

Each Fund pays Loomis Sayles a monthly investment advisory fee at the
following annual percentage rate of the Fund's average daily net assets:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Core Value.............................................................. .50%
Growth.................................................................. .50%
International Equity.................................................... .75%
Mid-Cap Growth.......................................................... .75%
Mid-Cap Value........................................................... .75%
Small Cap Growth........................................................ .75%
Small Cap Value......................................................... .75%
Strategic Value......................................................... .50%
Worldwide............................................................... .75%
</TABLE>

In addition to the investment advisory fee, each Fund pays all expenses not
expressly assumed by Loomis Sayles, including taxes, brokerage commissions,
fees and expenses of registering or qualifying the Fund's shares under federal
and state securities laws, fees of the Fund's custodian, transfer agent,
independent accountants and legal counsel, expenses of shareholders' and
trustees' meetings, 12b-1 fees, expenses of preparing, printing and mailing
prospectuses to existing shareholders and fees of trustees who are not
directors, officers or employees of Loomis Sayles and its affiliated
companies.

Under a Distribution Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, each of the Funds pays the Distributor, a
subsidiary of Loomis Sayles, a monthly distribution fee at an annual rate not
to exceed 0.25% of the Fund's average net assets attributable to the Retail
Class shares. 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 Funds, or for providing personal services to investors in Retail Class
shares of the Funds and/or the maintenance of 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 Funds.
Loomis Sayles may pay certain broker-dealers or financial intermediaries whose
customers are shareholders of the Funds a continuing fee at an annual rate of
up to .25% of the value of Fund shares held for those customers' accounts.
These fees are paid by Loomis Sayles out of its own assets and are not
assessed against the Funds.

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

22
<PAGE>

total operating expenses of the Retail Class of shares of each Fund to the
following annual percentage rate of the Fund's average net assets:

<TABLE>
<CAPTION>
FUND RATE
---- -----
<S> <C>
Core Value............................................................. 1.10%
Growth................................................................. 1.10%
International Equity................................................... 1.25%
Mid-Cap Growth......................................................... 1.25%
Mid-Cap Value.......................................................... 1.25%
Small Cap Growth....................................................... 1.25%
Small Cap Value........................................................ 1.25%
Strategic Value........................................................ 1.25%
Worldwide.............................................................. 1.25%
</TABLE>

Loomis Sayles may change or terminate these voluntary arrangements at any
time, but the Funds' Prospectus would be supplemented to describe the change.

PORTFOLIO TRANSACTIONS

Portfolio turnover considerations will not limit Loomis Sayles' investment
discretion in managing the Funds' assets. The Funds anticipate that their
portfolio turnover rates will vary significantly from time to time depending
on the volatility of economic and market conditions. High portfolio turnover
may involve higher transaction costs and higher levels of taxable gains.
Although it is not possible to predict portfolio turnover rates with
certainty, Loomis Sayles does not expect the Mid-Cap Growth, Mid-Cap Value,
Small Cap Growth and Strategic Value Funds' portfolio turnover rates to exceed
200%, 70%, 150%, and 70%, respectively. A portfolio turnover rate in excess of
100% may be considered high.

HOW TO PURCHASE SHARES

An investor may make an initial purchase of shares of any Fund by submitting
a completed application form and payment to:

Boston Financial Data Services
P.O. Box 8314
Boston, Massachusetts 02266-8314
Attn: Loomis Sayles Funds

The minimum initial investment for the Retail Class of each Fund's shares is
$250,000 in that Fund. This minimum initial investment does not apply to

23
<PAGE>

purchases through certain financial intermediaries including, but not limited
to, certain financial advisers, broker dealers, 401(k) alliances, wrap
programs, "no transaction fee" programs, bank trust departments, financial
consultants and insurance companies. The minimum investment may be waived by
Loomis Sayles in its sole discretion and will be waived for any new
shareholder who invests less than $250,000 but signs a letter of intent
stating the shareholder's intention to bring his or her balance to $250,000
within six months of the initial purchase. Loomis Sayles reserves the right to
redeem, at net asset value, the accounts of shareholders that have signed a
letter of intent but fail to meet the minimum investment within the specified
time. Subsequent investments must be at least $50.

Shares of any Fund may be purchased by (i) cash, (ii) exchanging Retail
Class shares of any Fund (or any other series of Loomis Sayles Funds),
(iii) exchanging securities on deposit with a custodian acceptable to Loomis
Sayles or (iv) a combination of such securities and cash. Purchase of shares
of a Fund in exchange for securities is subject in each case to the
determination by Loomis Sayles that the securities to be exchanged are
acceptable for purchase by the Fund. In all cases Loomis Sayles reserves the
right to reject any securities that are proposed for exchange. Securities
accepted by Loomis Sayles in exchange for Fund shares will be valued in the
same manner as the Fund's assets, as described below, as of the time of the
Fund's next determination of net asset value after such acceptance. All
dividends and subscription or other rights which are reflected in the market
price of accepted securities at the time of valuation become the property of
the Fund and must be delivered to the Fund upon receipt by the investor from
the issuer. A gain or loss for federal income tax purposes would be realized
upon the exchange by an investor that is subject to federal income taxation,
depending upon the investor's basis in the securities tendered. An investor
who wishes to purchase shares by exchanging securities should obtain
instructions by calling 800-633-3330 and asking for the Loomis Sayles Funds
Shareholder Services Group.

Loomis Sayles will not approve the acceptance of securities in exchange for
shares of any Fund unless (1) Loomis Sayles, in its sole discretion, believes
the securities are appropriate investments for the Fund; (2) the investor
represents and agrees that all securities offered to the Fund can be resold by
the Fund without restriction under the Securities Act of 1933, as amended (the
"Securities Act") or otherwise; and (3) the securities are eligible to be
acquired under the Fund's investment policies and restrictions. No investor
owning 5% or more of a Fund's shares may purchase additional shares of that
Fund by exchange of securities.

All purchases made by check should be in U.S. dollars and made payable to
State Street Bank and Trust Company ("State Street Bank"). Third party

24
<PAGE>

checks will not be accepted. When purchases are made by check or periodic
account investment, redemption will not be allowed until the investment being
redeemed has been in the account for 15 calendar days.

Upon acceptance of an investor's order, Boston Financial Data Services, Inc.
("BFDS"), the shareholder servicing agent for State Street Bank, opens an
account, applies the payment to the purchase of full and fractional Fund
shares and mails a statement of the account confirming the transaction.

After an account has been established, an investor may send subsequent
investments at any time directly to BFDS at the above address. The remittance
must be accompanied by either the account identification slip detached from a
statement of account or a note containing sufficient information to identify
the account, i.e., the Fund name and the investor's account number or name and
social security number.

Subsequent investments can also be made by federal funds wire. Investors
should instruct their banks to wire federal funds to State Street Bank and
Trust Company, ABA #011000028. The text of the wire should read as follows:
"$ amount, STATE STREET BOS ATTN Mutual Funds. Credit Fund (Fund Name and
Retail Class), DDA #9904-622-9, Shareholder Name, Shareholder Account Number."
A bank may charge a fee for transmitting funds by wire.

The price an investor pays will be the per share net asset value next
calculated after a proper investment order is received by the Trust's transfer
or other agent or subagent. Shares of each Fund are sold with no sales charge.
The net asset value of each Fund's shares is calculated once daily as of the
close of regular trading on the New York Stock Exchange on each day the
Exchange is open for trading, by dividing the Fund's net assets by the number
of shares outstanding. Portfolio securities are valued at their market value
as more fully described in the Statement of Additional Information.

The Distributor may accept telephone orders from broker-dealers who have
been previously approved by the Distributor. It is the responsibility of such
broker-dealers to promptly forward purchase or redemption orders to the
Distributor. Although there is no sales charge imposed by the Fund or the
Distributor, broker-dealers may charge the investor a transaction-based fee or
other fee for their services at either the time of purchase or the time of

25
<PAGE>

redemption. Such charges may vary among broker-dealers but in all cases will
be retained by the broker-dealer and not remitted to the Fund.

Each Fund also offers an Institutional Class of shares that has a $1 million
minimum investment for certain categories of investors and bears lower
expenses. Because of its lower expenses, the Institutional Class of shares of
each Fund is expected to have a higher total return than the Retail Class of
shares.

SHAREHOLDER SERVICES

The Funds offer the following shareholder services, which are more fully
described in the Statement of Additional Information. Explanations and forms
are available from BFDS. Telephone redemption and exchange privileges will be
established automatically when an investor opens an account unless an investor
elects on the application to decline the privileges. Other privileges must be
specifically elected. A signature guarantee will be required to establish a
privilege after an account is opened.

RETIREMENT PLANS. The Funds' Retail Class shares may be purchased by all
types of tax-deferred retirement plans. Loomis Sayles makes available
retirement plan forms for IRAs.

SYSTEMATIC WITHDRAWAL PLANS. If the value of an account is at least $25,000,
an investor may have periodic cash withdrawals automatically paid to the
investor or any person designated by the investor.

AUTOMATIC INVESTMENT PLAN. Voluntary monthly investments of at least $50 may
be made automatically by pre-authorized withdrawals from an investor's
checking account.

26
<PAGE>

HOW TO REDEEM SHARES

An investor can redeem shares by sending a written request to Boston
Financial Data Services, Inc., P.O. Box 8314, Boston, Massachusetts 02266. As
described below, an investor may also redeem shares by calling BFDS at 800-
626-9390. Proceeds resulting from a written or telephone redemption request
can be wired to an investor's bank account or sent by check in the name of the
registered owners to their record address.

The written request must include the name of the Fund, the account number,
the exact name(s) in which the shares are registered, and the number of shares
or the dollar amount to be redeemed. All owners of the shares must sign the
request in the exact names in which the shares are registered (this appears on
an investor's confirmation statement) and should indicate any special capacity
in which they are signing (such as trustee or custodian or on behalf of a
partnership, corporation or other entity). Investors requesting that
redemption proceeds be wired to their bank accounts must provide specific wire
instructions.

If (1) an investor is redeeming shares worth more than $50,000, (2) an
investor is requesting that the proceeds check be made out to someone other
than the registered owners or be sent to an address other than the record
address, (3) the account registration has changed within the last 30 days or
(4) an investor is instructing us to wire the proceeds to a bank account not
designated on the application, the investor must have his or her signature
guaranteed by an eligible guarantor. Eligible guarantors include commercial
banks, trust companies, savings associations, credit unions and brokerage
firms that are members of domestic securities exchanges. Before submitting the
redemption request, the investor should verify with the guarantor institution
that it is an eligible guarantor. Signature guarantees by notaries public are
not acceptable.

If an investor has requested certificates for the investment, the investor
must enclose the certificates and a properly completed redemption form or
stock power. The Funds recommend that certificates be sent by registered mail.

When an investor telephones a redemption request, the proceeds are wired to
the bank account previously chosen by the investor. A wire fee (currently $5)
will be deducted from the proceeds. A telephonic redemption request must be
received by BFDS prior to the close of regular trading on the New York Stock
Exchange. If an investor telephones a request to BFDS after the Exchange
closes or on a day when the Exchange is not open for business, BFDS cannot
accept the request and a new one will be necessary.

27
<PAGE>

investor's bank is a member of the Federal Reserve System or has a
correspondent bank that is a member of the System. Unless the investor
indicates otherwise on the account application, BFDS will be authorized to act
upon redemption and exchange instructions received by telephone from the
investor or any person claiming to act as the investor's representative who
can provide BFDS with the investor's account registration and address as it
appears on the records of State Street Bank. BFDS will employ these or other
reasonable procedures to confirm that instructions communicated by telephone
are genuine; the Fund, State Street Bank, BFDS, the Distributor and Loomis
Sayles will not be liable for any losses due to unauthorized or fraudulent
instructions if these or other reasonable procedures are followed. For
information, consult BFDS. In times of heavy market activity, an investor who
encounters difficulty in placing a redemption or exchange order by telephone
may wish to place the order by mail as described above.

The redemption price will be the net asset value per share next determined
after the redemption request and any necessary special documentation are
received by BFDS in proper form.

Proceeds resulting from a written redemption request will normally be mailed
to an investor within seven days after receipt of the investor's request in
good order. Telephonic redemption proceeds will normally be wired to an
investor's bank on the first business day following receipt of a proper
redemption request. If an investor purchased shares by check and the check was
deposited less than fifteen days prior to the redemption request, the Fund may
withhold redemption proceeds until the check has cleared.

The Fund may suspend the right of redemption and may postpone payment for
more than seven days when the New York Stock Exchange is closed for other than
weekends or holidays, or if permitted by the rules of the SEC when trading on
the Exchange is restricted or during an emergency which makes it impracticable
for the Fund to dispose of its securities or to determine fairly the value of
its net assets, or during any other period permitted by the SEC for the
protection of investors.

CALCULATION OF PERFORMANCE INFORMATION

"Total return" for the one-, five- and ten-year periods (or for the life of
the class, if shorter) through the most recent calendar quarter represents the
average annual compounded rate of return on an investment of $1,000 in a Fund.
Total return may also be presented for other periods.

28
<PAGE>

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES

The Funds declare and pay their net investment income to shareholders as
dividends annually. Each Fund also distributes all of its net capital gains
realized from the sale of portfolio securities. Any capital gain distributions
are normally made annually, but may, to the extent permitted by law, be made
more frequently as deemed advisable by the trustees of the Trust. The Trust's
trustees may change the frequency with which the Funds declare or pay
dividends.

Dividends and capital gain distributions will automatically be reinvested in
additional shares of the same Fund on the record date unless an investor has
elected to receive cash. Each Fund intends to qualify as a regulated
investment company under the Internal Revenue Code of 1986, as amended. As
such, so long as a Fund distributes substantially all its net investment
income and net capital gains to its shareholders, the Fund itself does not pay
any federal income tax to the extent such income and gains are so distributed.
Income dividends and short term capital gain distributions are taxable as
ordinary income whether distributed in cash or additional shares. Long-term
capital gain distributions from all Funds are taxable as long-term capital
gains whether distributed in cash or additional shares and regardless of how
long an investor has owned shares of a Fund.

Each Fund is required to withhold 31% of any redemption proceeds (including
the value of shares exchanged) and all income dividends and capital gain
distributions it pays to an investor (1) if an investor does not provide a
correct, certified taxpayer identification number, (2) if the Fund is notified
that an investor has underreported income in the past, or (3) if an investor
fails to certify to the Fund that the investor is not subject to such
withholding.

Certain designated dividends from the Funds are expected to be eligible for
the dividends-received deduction for corporate shareholders.

State Street Bank will send each investor and the IRS an annual statement
detailing federal tax information, including information about dividends and
distributions paid to the investor during the preceding year. Be sure to keep
this statement as a permanent record. A fee may be charged for any duplicate
information that an investor requests.

NOTE: The foregoing summarizes certain tax consequences of investing in the
Funds. Before investing, an investor should consult his or her own tax
adviser for more information concerning the federal, state and local
tax consequences of investing in, redeeming or exchanging Fund shares.

29
<PAGE>

INVESTMENT ADVISER
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111

DISTRIBUTOR
Loomis Sayles Distributors, L.P.
One Financial Center
Boston, Massachusetts 02111

TRANSFER AND DIVIDEND PAYING AGENT
AND CUSTODIAN OF ASSETS
State Street Bank and Trust Company
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT FOR
STATE STREET BANK AND TRUST COMPANY
Boston Financial Data Services, Inc.
P.O. Box 8314
Boston, Massachusetts 02266

LEGAL COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, Massachusetts 02109

<PAGE>

----------------------------------------------
[LOGO OF LOOMIS SAYLES FUNDS(TM) APPEARS HERE]
==============================================

The Power of A Passion.(TM)

<PAGE>

[LOGO OF LOOMIS SAYLES FUNDS APPEARS HERE]

FIXED INCOME FUNDS
RETAIL CLASS

PROSPECTUS
APRIL 1, 1997
<PAGE>

[LOGO OF LOOMIS SAYLES FUNDS APPEARS HERE]

One Financial Center . Boston, Massachusetts 02111 . (617) 482-2450

THE LOOMIS SAYLES FUNDS--FIXED INCOME FUNDS

RETAIL CLASS SHARES OF:

LOOMIS SAYLES BOND FUND
LOOMIS SAYLES GLOBAL BOND FUND
LOOMIS SAYLES HIGH YIELD FUND
LOOMIS SAYLES INTERMEDIATE MATURITY BOND FUND
LOOMIS SAYLES INVESTMENT GRADE BOND FUND
LOOMIS SAYLES SHORT-TERM BOND FUND
<PAGE>

PROSPECTUS APRIL 1, 1997

THE LOOMIS SAYLES FUNDS--FIXED INCOME FUNDS

Loomis Sayles Bond Fund, Loomis Sayles Global Bond Fund, Loomis Sayles High
Yield Fund, Loomis Sayles Intermediate Maturity Bond Fund, Loomis Sayles In-
vestment Grade Bond Fund and Loomis Sayles Short-Term Bond Fund (the "Funds"
and each a "Fund"), each a series of Loomis Sayles Funds, are separately man-
aged, no-load mutual funds, each of which has its own investment objective and
policies. Loomis, Sayles & Company, L.P. ("Loomis Sayles") is the investment
adviser of each Fund.

The Funds offer two classes of shares: a Retail Class that is described in
this Prospectus, and an Institutional Class, with a higher investment minimum
for certain categories of investors and bearing lower expenses, that is de-
scribed in a separate prospectus. This Prospectus concisely describes the in-
formation that an investor should know before investing in the Retail Class
shares of any Fund. Please read it carefully and keep it for future reference.
A Statement of Additional Information dated April 1, 1997 is available free of
charge; write to Loomis Sayles Distributors, L.P. (the "Distributor"), One Fi-
nancial Center, Boston, Massachusetts 02111 or telephone 800-633-3330. The
Statement of Additional Information, which contains more detailed information
about the Funds, has been filed with the Securities and Exchange Commission
(the "SEC") and is incorporated by reference into this Prospectus. To obtain
more information about the Institutional Class of shares, please call the Dis-
tributor toll-free at 800-633-3330 or contact your financial intermediary.

For information about: For all other information about
. Establishing an account the Funds:
. Account procedures and status CALL 800-633-3330
. Exchanges
. Shareholder services
CALL 800-626-9390

THE LOOMIS SAYLES HIGH YIELD FUND WILL NORMALLY INVEST AT LEAST 65% OF ITS
ASSETS IN LOWER-RATED SECURITIES, COMMONLY KNOWN AS "JUNK BONDS" AND MAY
INVEST SUBSTANTIALLY ALL OF ITS ASSETS IN SUCH SECURITIES. INVESTMENTS OF THIS
TYPE ARE SUBJECT TO A GREATER RISK OF LOSS OF PRINCIPAL AND NON-PAYMENT OF
INTEREST. INVESTORS SHOULD ASSESS CAREFULLY THE RISKS ASSOCIATED WITH AN
INVESTMENT IN THE HIGH YIELD FUND. SEE "MORE INFORMATION ABOUT THE FUNDS'
INVESTMENTS AND RISK CONSIDERATIONS--LOWER RATED FIXED INCOME SECURITIES" AND
"APPENDIX A."

1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF EXPENSES....................................................... 3
FINANCIAL HIGHLIGHTS...................................................... 5
THE TRUST................................................................. 9
INVESTMENT OBJECTIVES AND POLICIES........................................ 9
MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS AND RISK CONSIDERATIONS..... 12
THE FUNDS' INVESTMENT ADVISER............................................. 21
FUND EXPENSES............................................................. 22
PORTFOLIO TRANSACTIONS.................................................... 23
HOW TO PURCHASE SHARES.................................................... 24
SHAREHOLDER SERVICES...................................................... 26
HOW TO REDEEM SHARES...................................................... 27
CALCULATION OF PERFORMANCE INFORMATION.................................... 29
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES........................... 29
APPENDIX A
DESCRIPTION OF BOND RATINGS............................................. 31
</TABLE>

2
<PAGE>

SUMMARY OF EXPENSES

<TABLE>
<CAPTION>
INTERMEDIATE
BOND GLOBAL HIGH YIELD MATURITY
FUND/2/ BOND FUND FUND BOND FUND
------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Sales Load Imposed on
Purchases (as % of offering
price)......................... none none none none
Maximum Sales Load Imposed on
Reinvested Dividends (as % of
offering price)................ none none none none
Maximum Deferred Sales Load (as %
of original purchase price or
redemption proceeds)........... none none none none
Redemption Fees/1/............... none none 2.00% none
Exchange Fees.................... none none none none
Annual Operating Expenses
(as a percentage of net assets):
Management Fees.................. .60% .60% .60% .40%
12b-1 Fees....................... .25% .25% .25% .25%
Other Operating Expenses (after
expense reimbursements where
indicated)..................... .15% .30%/2/ .15%/2/ .15%/2/
Total Operating Expenses (after
expense reimbursements where
indicated)..................... 1.00% 1.15%/2/ 1.00%/2/ .80%/2/
Example:
An investor would pay the
following expenses on a $1,000
investment assuming a 5% annual
return (with a redemption at the
end of each time period):
One Year......................... $10 $12 $30 $ 8
Three Years...................... $32 $37 $32 $26
An investor would pay the
following expenses on a $1,000
investment assuming a 5% annual
return (without a redemption at
the end of each time period):
One Year......................... $10 $12 $10 $ 8
Three Years...................... $32 $37 $32 $26
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
INVESTMENT
GRADE SHORT-TERM
BOND FUND BOND FUND
---------- ----------
<S> <C> <C>
Shareholder Transaction Expenses:
Maximum Sales Load Imposed on Purchases (as % of
offering price)..................................... none none
Maximum Sales Load Imposed on Reinvested Dividends
(as % of offering price)............................ none none
Maximum Deferred Sales Load (as % of original
purchase price or redemption proceeds).............. none none
Redemption Fees/1/................................... none none
Exchange Fees........................................ none none
Annual Operating Expenses (as a percentage of net
assets):
Management Fees...................................... .40% .25%
12b-1 Fees........................................... .25% .25%
Other Operating Expenses (after expense
reimbursements where indicated)..................... .15%/2/ .25%/2/
Total Operating Expenses (after expense
reimbursements where indicated)..................... .80%/2/ .75%/2/
Example:
An investor would pay the following expenses on a
$1,000 investment assuming a 5% annual return (with
or
without a redemption at the end of each time period):
One Year............................................. $ 8 $ 8
Three Years.......................................... $26 $24
</TABLE>
- -----------
/1/A $5 charge applies to any wire transfer of redemption proceeds from any
Fund. A 2.00% redemption fee applies with respect to shares of the High Yield
Fund redeemed within one (1) year of purchase. Loomis Sayles may, in its
discretion, waive redemption fees on shares of the High Yield Fund as set
forth under the heading "How to Redeem Shares" if it determines that there
are minimal brokerage and transaction costs incurred in connection with the
redemption.

/2/Other Operating Expenses are based on estimated expenses for the Funds for
the 1997 fiscal year after giving effect to expense reimbursements. None of
the Funds had commenced investment operations with respect to Retail Class
shares as of December 31, 1996. Loomis Sayles has voluntarily agreed, for an
indefinite period, to limit the Total Operating Expenses of the Bond Fund to
1.00% of average net assets and to limit the other Funds' Total Operating
Expenses to the percentages of net assets shown in the table. Without this
agreement, estimated Other Operating Expenses and Total Operating Expenses
would be 1.02% and 1.87%, respectively, for the Global Bond Fund, 1.34% and
2.19%, respectively, for the High Yield Fund, 1.47% and 2.12%, respectively,
for the Intermediate Maturity Bond Fund, 1.47% and 2.12%, respectively, for
the Investment Grade Bond Fund and 0.67% and 1.17%, respectively, for the
Short-Term Bond Fund. Other Operating Expenses and Total Operating Expenses
for the Bond Fund were unaffected by this agreement.

4
<PAGE>

FINANCIAL HIGHLIGHTS

(FOR AN INSTITUTIONAL CLASS SHARE OF EACH INDICATED FUND
OUTSTANDING THROUGHOUT THE INDICATED PERIODS)

The following information is included in financial statements of the Funds
that have been audited by Coopers & Lybrand L.L.P., independent accountants.
The information should be read in conjunction with the financial statements
and the notes thereto contained in the Funds' 1996 Annual Report, which is
incorporated by reference in this Prospectus and the Statement of Additional
Information. None of the Funds had commenced investment operations with
respect to Retail Class shares, and the Intermediate Maturity Bond and
Investment Grade Bond Funds had not commenced investment operations with
respect to Institutional Class shares, as of December 31, 1996. The
information shown below is for Institutional Class shares of each indicated
Fund; Retail Class shares bear higher expenses than Institutional Class
shares, and are expected to have a lower total return than Institutional Class
shares.

<TABLE>
<CAPTION>
BOND FUND
-------------------------------------------------------
MAY 16*
YEAR ENDED DEC. 31, TO
--------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
-------- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 12.29 $ 10.05 $ 11.37 $ 10.36 $ 10.23 $10.00
-------- -------- ------- ------- ------- ------
Income from investment
operations--
Net investment income
(loss)................. 0.86 0.82 0.83 0.84 0.76 0.52
Net realized and
unrealized gain (loss)
on investments........ 0.35 2.32 (1.29) 1.43 0.67 0.36
-------- -------- ------- ------- ------- ------
Total from investment
operations............ 1.21 3.14 (0.46) 2.27 1.43 0.88
-------- -------- ------- ------- ------- ------
Less distributions--
Dividends from net
investment income..... (0.86) (0.82) (0.84) (0.81) (0.76) (0.52)
Distributions in excess
of net
investment income..... 0.00 0.00 (0.02) 0.00 0.00 0.00
Distributions from net
realized capital
gains................. (0.26) (0.08) 0.00 (0.45) (0.54) (0.13)
-------- -------- ------- ------- ------- ------
Total distributions.... (1.12) (0.90) (0.86) (1.26) (1.30) (0.65)
-------- -------- ------- ------- ------- ------
Net asset value, end of
period................. $ 12.38 $ 12.29 $ 10.05 $ 11.37 $ 10.36 $10.23
======== ======== ======= ======= ======= ======
Total return (%)........ 10.3 32.0 (4.1) 22.2 14.3 8.9
Net assets, end of
period (000)........... $541,244 $255,710 $82,985 $64,222 $18,472 $9,922
Ratio of operating
expenses to average net
assets (%)............. 0.75 0.79 0.84 0.94 1.00 1.00**
Ratio of net investment
income to average net
assets (%)............. 7.93 8.34 7.92 8.26 7.50 8.97**
Portfolio turnover rate
(%).................... 42 35 87 170 101 126**
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average
net assets would have
been (%).............. 0.75 0.79 0.84 0.94 1.55 1.78**
Net investment income
per share would
have been............. $ 0.86 $ 0.82 $ 0.83 $ 0.84 $ 0.70 $ 0.47
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.

5
<PAGE>

<TABLE>
<CAPTION>
GLOBAL BOND FUND
----------------------------------------------------
MAY 10*
YEAR ENDED DEC. 31, TO
------------------------------------------ DEC. 31,
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period..... $ 11.39 $ 9.82 $ 11.06 $ 10.32 $11.38 $10.00
------- ------- ------- ------- ------ ------
Income from investment
operations--
Net investment income
(loss)................. 0.44 1.04 0.67 0.54 0.70 0.37
Net realized and
unrealized gain (loss)
on investments......... 1.27 1.31 (1.63) 0.96 (0.60) 1.31
------- ------- ------- ------- ------ ------
Total from investment
operations............. 1.71 2.35 (0.96) 1.50 0.10 1.68
------- ------- ------- ------- ------ ------
Less distributions--
Dividends from net
investment income...... (0.75) (0.78) (0.04) (0.49) (0.77) (0.30)
Distributions from net
realized capital
gains.................. 0.00 0.00 0.00 (0.27) (0.39) 0.00
Distributions from
capital................ 0.00 0.00 (0.24) 0.00 0.00 0.00
------- ------- ------- ------- ------ ------
Total distributions..... (0.75) (0.78) (0.28) (0.76) (1.16) (0.30)
------- ------- ------- ------- ------ ------
Net asset value, end of
period.................. $ 12.35 $ 11.39 $ 9.82 $ 11.06 $10.32 $11.38
======= ======= ======= ======= ====== ======
Total return (%)......... 15.0 23.9 (8.7) 14.6 0.8 16.9
Net assets, end of period
(000)................... $26,513 $10,304 $25,584 $21,378 $9,968 $4,308
Ratio of operating
expenses to average net
assets (%).............. 1.50 1.50 1.30 1.50 1.50 1.50**
Ratio of net investment
income to average net
assets (%).............. 6.37 8.17 7.02 5.54 6.99 6.81**
Portfolio turnover rate
(%)..................... 131 148 153 150 72 137**
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average net
assets would have
been (%)................ 1.77 1.69 1.30 1.51 2.58 3.99**
Net investment income
per share would
have been.............. $ 0.42 $ 1.02 $ 0.67 $ 0.54 $ 0.59 $ 0.23
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.

6
<PAGE>

<TABLE>
<CAPTION>
HIGH YIELD FUND
---------------
SEP. 11*
TO
DEC. 31,
1996
---------------
<S> <C>
Net asset value, beginning of period........................... $10.00
------
Income from investment operations--
Net investment income (loss).................................. 0.20
Net realized and unrealized gain (loss) on investments........ 0.11
------
Total from investment operations.............................. 0.31
------
Less distributions--
Dividends from net investment income.......................... (0.20)
Distributions from net realized capital gains................. 0.00
------
Total distributions........................................... (0.20)
------
Net asset value, end of period................................. $10.11
======
Total return (%)............................................... 3.1
Net assets, end of period (000)................................ $1,939
Ratio of operating expenses to average net assets (%).......... 0.75**
Ratio of net investment income to average net assets (%)....... 8.85**
Portfolio turnover rate (%).................................... 0**
Without giving effect to voluntary expense limitations:
The ratios of operating expenses to average net assets would
have been (%)................................................ 12.06**
Net investment income per share would have been............... $(0.05)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.

7
<PAGE>

<TABLE>
<CAPTION>
SHORT-TERM BOND FUND
--------------------------------------------
AUG. 3*
YEAR ENDED DEC. 31, TO
---------------------------------- DEC. 31,
1996 1995 1994 1993 1992
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period.......................... $ 9.81 $ 9.46 $ 9.95 $ 9.87 $10.00
------- ------- ------- ------- ------
Income from investment
operations--
Net investment income........... 0.55 0.63 0.66 0.59 0.22
Net realized and unrealized gain
(loss) on investments.......... (0.11) 0.35 (0.49) 0.08 (0.13)
------- ------- ------- ------- ------
Total from investment
operations..................... 0.44 0.98 0.17 0.67 0.09
------- ------- ------- ------- ------
Less distributions--
Dividends from net investment
income......................... (0.55) (0.63) (0.66) (0.59) (0.22)
Distributions from net realized
capital gains.................. 0.00 0.00 0.00 0.00 0.00
------- ------- ------- ------- ------
Total distributions............. (0.55 ) (0.63) (0.66) (0.59) (0.22)
------- ------- ------- ------- ------
Net asset value, end of period... $ 9.70 $ 9.81 $ 9.46 $ 9.95 $ 9.87
======= ======= ======= ======= ======
Total return (%)................ 4.7 10.6 1.8 7.0 0.9
Net assets, end of period (000).. $18,229 $26,039 $19,440 $15,226 $5,121
Ratio of operating expenses to
average net assets (%).......... 1.00 1.00 1.00 1.00 1.00**
Ratio of net investment income to
average net assets (%).......... 5.69 6.46 6.88 5.97 5.49**
Portfolio turnover rate (%)...... 120 214 34 81 31**
Without giving effect to
voluntary expense limitations:
The ratios of operating expenses
to average net assets would
have been (%).................. 1.17 1.03 1.33 1.55 3.74**
Net investment income per share
would have been................ $ 0.53 $ 0.62 $ 0.63 $ 0.54 $ 0.11
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.

NOTE: Further information about each Fund's performance is contained in the
Funds' annual report to shareholders, which may be obtained without
charge.

8
<PAGE>

THE TRUST

INVESTMENT OBJECTIVES AND POLICIES

LOOMIS SAYLES BOND FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

The Fund seeks to achieve its objective by normally investing substantially
all of its assets in fixed income securities, although up to 20% of its assets
may be invested in preferred stocks. At least 65% of the Fund's total assets
will normally be invested in bonds. The fixed income securities in which the
Fund may invest include corporate securities, securities issued or guaranteed
by the U.S. Government or its authorities, agencies or instrumentalities
("U.S. Government Securities"), commercial paper, zero coupon securities,
mortgage-backed securities, collateralized mortgage obligations ("CMOs"),
asset-backed securities, when-issued securities, Rule 144A securities,
repurchase agreements and convertible securities. The Fund may engage in
options and futures transactions, repurchase transactions, foreign currency
hedging transactions and swap transactions.

The Fund may invest any portion of its assets in securities of Canadian
issuers, and up to 20% of its assets in securities of other foreign issuers.
The Fund may also invest up to 35% of its assets in securities of below
investment grade quality (commonly known as "junk bonds"). Securities of below
investment grade quality are securities rated below the top four rating
categories by each major rating agency that has rated the security, including
securities in the lowest rating categories, and unrated securities that Loomis
Sayles determines to be of comparable quality.

The percentages of the Fund's assets invested as of December 31, 1996 in
securities assigned to the various rating categories by Standard & Poor's and
Moody's Investors Service, Inc. ("Moody's") were as follows: "AAA"/"Aaa":5.2%;
"AA"/"Aa":11.1%; "A"/"A":9.5%; "BBB"/"Baa":27.3%; "BB"/"Ba":13.5%;
"B"/"B":12.1%; "CCC"/"Caa":5.1%.

9
<PAGE>

LOOMIS SAYLES GLOBAL BOND FUND

The Fund's investment objective is high total investment return through a
combination of high current income and capital appreciation.

The Fund seeks to achieve its objective by investing primarily in investment
grade fixed income securities denominated in various currencies, including
U.S. dollars, or in multicurrency units. Under normal conditions, the Fund
will invest at least 65% of its total assets in fixed income securities of
issuers from at least three countries, which may include the United States,
and no more than 40% of its assets in issuers headquartered in any one
country. However, up to 100% of the Fund's assets may be denominated in U.S.
dollars. The fixed income securities in which the Fund may invest include
corporate securities, U.S. Government Securities, commercial paper, zero
coupon securities, mortgage-backed securities, CMOs, asset-backed securities,
when-issued securities, Rule 144A securities, repurchase agreements and
convertible securities. The Fund may engage in options and futures
transactions, repurchase transactions, foreign currency hedging transactions
and swap transactions.

LOOMIS SAYLES HIGH YIELD FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

The Fund seeks to achieve its objective by normally investing substantially
all of its assets in fixed income securities, although up to 20% of its assets
may be invested in preferred stocks and up to 10% of its assets may be
invested in common stocks. The fixed income securities in which the Fund may
invest include corporate securities, U.S. Government Securities, commercial
paper, zero coupon securities, mortgage-backed securities, CMOs, asset-backed
securities, when-issued securities, Rule 144A securities, repurchase
agreements and convertible securities. The Fund may engage in options and
futures transactions, repurchase transactions, foreign currency hedging
transactions and swap transactions. The Fund may invest any portion of its
assets in securities of Canadian issuers and up to 50% of its assets in the
securities of other foreign issuers.

The Fund will normally invest at least 65% of its assets in fixed income
securities of below investment grade quality (commonly referred to as "junk
bonds").

LOOMIS SAYLES INTERMEDIATE MATURITY BOND FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

The Fund seeks to achieve its objective by normally investing at least 90%
of its assets in fixed income securities of investment grade quality and to

10
<PAGE>

maintain an average dollar weighted maturity of between three and ten years.
For purposes of the 90% test, a security will be treated as being of
investment grade quality if it is rated by at least one major rating agency in
one of its top four rating categories at the time of purchase or, if unrated,
is determined by Loomis Sayles to be of comparable quality. The Fund may also
invest up to 10% of its assets in fixed income securities of below investment
grade quality (commonly known as "junk bonds"). The fixed income securities in
which the Fund may invest include corporate securities, U.S. Government
Securities, commercial paper, zero coupon securities, mortgage-backed
securities, CMOs, asset-backed securities, when-issued securities, Rule 144A
securities, repurchase agreements and convertible securities. The Fund may
engage in options and futures transactions, repurchase transactions, foreign
currency hedging transactions, swap transactions, and securities lending. The
Fund may invest any portion of its assets in securities of Canadian issuers
and up to 20% of its assets in securities of other foreign issuers.

LOOMIS SAYLES INVESTMENT GRADE BOND FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

The Fund seeks to achieve its objective by normally investing at least 65%
of its total assets in fixed income securities of investment grade quality. Up
to 20% of the Fund's assets may be invested in preferred stocks. The Fund may
also invest up to 10% of its assets in fixed income securities of below
investment grade quality (commonly known as "junk bonds"). The fixed income
securities in which the Fund may invest include corporate securities, U.S.
Government Securities, commercial paper, zero coupon securities, mortgage-
backed securities, CMOs, asset-backed securities, when-issued securities, Rule
144A securities, repurchase agreements and convertible securities. The Fund
may engage in options and futures transactions, repurchase transactions,
foreign currency hedging transactions, swap transactions and securities
lending. The Fund may invest any portion of its assets in securities of
Canadian issuers and up to 20% of its assets in the securities of other
foreign issuers.

LOOMIS SAYLES SHORT-TERM BOND FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation with relatively low
fluctuation in net asset value.

11
<PAGE>

assets will normally be invested in bonds with a remaining maturity of 5 years
or less. The fixed income securities in which the Fund may invest include
corporate securities, U.S. Government Securities, commercial paper, zero
coupon securities, mortgage-backed securities, CMOs, asset-backed securities,
when-issued securities, Rule 144A securities, repurchase agreements and
convertible securities. The Fund may engage in options and futures
transactions, repurchase transactions, foreign currency hedging transactions
and swap transactions. The Fund may invest up to 20% of its assets in
securities of foreign issuers.

In an effort to minimize fluctuations in market value, the Fund is expected
to maintain an average dollar-weighted maturity of between one and three
years.

ALL FUNDS

For temporary defensive purposes, each Fund may invest any portion of its
assets in fixed income securities, cash or any other securities deemed
appropriate by Loomis Sayles.

Except for each Fund's investment objective, and any investment policies
that are identified as "fundamental," all of the investment policies of each
Fund may be changed without a vote of Fund shareholders.

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS
AND RISK CONSIDERATIONS

DEBT AND OTHER FIXED INCOME SECURITIES

Each of the Funds may invest in fixed income securities of any maturity,
although the Short-Term Bond Fund expects to maintain an average weighted
maturity of less than three years, and the Intermediate Maturity Bond Fund
expects to maintain an average weighted maturity of between three and ten
years. Fixed income securities pay a specified rate of interest or dividends,
or a rate that is adjusted periodically by reference to some specified index
or market rate. Fixed income securities include securities issued by federal,
state, local and foreign governments and related agencies, and by a wide range
of private issuers. Because interest rates vary, it is impossible to predict
the income of a Fund that invests in fixed income securities for any
particular period. The net asset value of such a Fund's shares will vary as a
result of changes in the value of the securities in the Fund's portfolio.

Fixed income securities are subject to market and credit risk. Market risk
relates to changes in a security's value as a result of changes in interest
rates generally. In general, the values of fixed income securities increase
when prevailing interest rates fall and decrease when interest rates rise.
Credit risk relates to the ability of the issuer to make payments of principal
and interest.

12
<PAGE>

U.S. GOVERNMENT SECURITIES

U.S. Government Securities have different kinds of government support. For
example, some U.S. Government Securities, such as U.S. Treasury bonds, are
supported by the full faith and credit of the United States, whereas certain
other U.S. Government Securities issued or guaranteed by federal agencies or
government-sponsored enterprises are not supported by the full faith and
credit of the United States.

Although U.S. Government Securities generally do not involve the credit
risks associated with other types of fixed income securities, the market
values of U.S. Government Securities do go up and down as interest rates
change. Thus, for example, the value of an investment in a Fund that holds
U.S. Government Securities may fall during times of rising interest rates.
Yields on U.S. Government Securities tend to be lower than those on corporate
securities of comparable maturities.

Some U.S. Government Securities, such as Government National Mortgage
Association Certificates ("GNMA"), are known as "mortgage-backed" securities.
Interest and principal payments on the mortgages underlying mortgage-backed
U.S. Government Securities are passed through to the holders of the security.
If a Fund purchases mortgage-backed securities at a discount or a premium, the
Fund will recognize a gain or loss when the payments of principal, through
prepayment or otherwise, are passed through to the Fund and, if the payment
occurs in a period of falling interest rates, the Fund may not be able to
reinvest the payment at as favorable an interest rate. As a result of these
principal prepayment features, mortgage-backed securities are generally more
volatile investments than many other fixed income securities.

In addition to investing directly in U.S. Government Securities, the Funds
may purchase certificates of accrual or similar instruments ("strips")
evidencing undivided ownership interests in interest payments or principal
payments, or both, in U.S. Government Securities. These investment instruments
may be highly volatile.

LOWER RATED FIXED INCOME SECURITIES

Each Fund may invest a portion of its assets in securities rated below
investment grade (commonly referred to as "junk bonds"). The Bond Fund may
invest up to 35%, the Global Bond and Short-Term Bond Funds each may invest up
to 20%, the Investment Grade Bond and Intermediate Maturity Bond Funds each
may invest up to 10% and the High Yield Fund will normally invest at least 65%
of its assets in such securities. For purposes of the foregoing percentages, a
security will be treated as being of investment grade quality if at the time a
Fund acquires it at least one major rating agency has rated the security in
its top

13
<PAGE>

four rating categories (even if another such agency has issued a lower
rating), or if the security is unrated but Loomis Sayles determines it to be
of investment grade quality. Lower rated fixed income securities generally
provide higher yields, but are subject to greater credit and market risk, than
higher quality fixed income securities. Lower rated fixed income securities
are considered predominantly speculative with respect to the ability of the
issuer to meet principal and interest payments. Achievement of the investment
objective of a Fund investing in lower rated fixed income securities may be
more dependent on Loomis Sayles' own credit analysis than is the case with
higher quality bonds. The market for lower rated fixed income securities may
be more severely affected than some other financial markets by economic
recession or substantial interest rate increases, by changing public
perceptions of this market or by legislation that limits the ability of
certain categories of financial institutions to invest in these securities. In
addition, the secondary market may be less liquid for lower rated fixed income
securities. This lack of liquidity at certain times may affect the values of
these securities and may make the valuation and sale of these securities more
difficult. Securities in the lowest rating categories may be in poor standing
or in default. Securities in the lowest investment grade category (BBB or Baa)
have some speculative characteristics.

For more information about the ratings services' descriptions of the various
rating categories, see Appendix A.

COMMON STOCKS AND OTHER EQUITY SECURITIES

ZERO COUPON SECURITIES

Each Fund may invest in "zero coupon" fixed income securities. These
securities accrue interest at a specified rate, but do not pay interest in
cash on a current basis. A Fund investing in zero coupon securities is
required to distribute the income on these securities to Fund shareholders as
the income accrues, even though the Fund is not receiving the income in cash
on a current basis. Thus the Fund may have to sell other investments to obtain
cash to make income distributions at times when Loomis Sayles would not
otherwise deem it advisable to do so. The market value of zero coupon
securities is often more volatile than that of non-zero coupon fixed income
securities of comparable quality and maturity.

14
<PAGE>

MORTGAGE-BACKED SECURITIES

Each Fund may invest in mortgage-backed securities, such as GNMA or Federal
National Mortgage Association certificates, which differ from traditional debt
securities. Among the major differences are that interest and principal
payments are made more frequently, usually monthly, and that principal may be
prepaid at any time because the underlying mortgage loans generally may be
prepaid at any time. As a result, if a Fund purchases these assets at a
premium, a faster-than-expected prepayment rate will reduce yield to maturity,
and a slower-than-expected prepayment rate will increase yield to maturity. If
a Fund purchases mortgage-backed securities at a discount, faster-than-
expected prepayments will increase, and slower-than-expected prepayments will
reduce, yield to maturity. Prepayments, and resulting amounts available for
reinvestment by the Fund, are likely to be greater during period of declining
interest rates and, as a result, are likely to be reinvested at lower interest
rates. Accelerated prepayments on securities purchased at a premium may result
in a loss of principal if the premium has not been fully amortized at the time
of prepayment. Although these securities will decrease in value as a result of
increases in interest rates generally, they are likely to appreciate less than
other fixed-income securities when interest rates decline because of the risk
of prepayments.

COLLATERALIZED MORTGAGE OBLIGATIONS

Each Fund may invest in CMOs. A CMO is a security backed by a portfolio of
mortgages or mortgage-backed securities held under an indenture. CMOs may be
issued either by U.S. Government instrumentalities or by non-governmental
entities. The issuer's obligation to make interest and principal payments is
secured by the underlying portfolio of mortgages or mortgage-backed
securities. CMOs are issued with a number of classes or series which have
different maturities and which may represent interests in some or all of the
interest or principal on the underlying collateral or a combination thereof.
CMOs of different classes are generally retired in sequence as the underlying
mortgage loans in the mortgage pool are repaid. In the event of sufficient
early prepayments on such mortgages, the class or series of CMOs first to
mature generally will be retired prior to its maturity. As with other
mortgage-backed securities, the early retirement of a particular class or
series of CMOs held by a Fund could involve the loss of any premium the Fund
paid when it acquired the investment and could result in the Fund's
reinvesting the proceeds at a lower interest rate than the retired CMO paid.
Because of the early retirement feature, CMOs may be more volatile than many
other fixed-income investments.

ASSET-BACKED SECURITIES

Each Fund may invest in asset-backed securities. Through the use of trusts
and special purpose corporations, automobile and credit card receivables are
securitized in pass-through structures similar to mortgage pass-through

15
<PAGE>

structures or in a pass-through structure similar to the CMO structure.
Generally, the issuers of asset-backed bonds, notes or pass-through
certificates are special purpose entities and do not have any significant
assets other than the receivables securing such obligations. In general, the
collateral supporting asset-backed securities is of shorter maturity than
mortgage loans. Instruments backed by pools of receivables are similar to
mortgage-backed securities in that they are subject to unscheduled prepayments
of principal prior to maturity. When the obligations are prepaid, the Fund
will ordinarily reinvest the prepaid amounts in securities the yields of which
reflect interest rates prevailing at the time. Therefore, a Fund's ability to
maintain a portfolio that includes high-yielding asset-backed securities will
be adversely affected to the extent that prepayments of principal must be
reinvested in securities that have lower yields than the prepaid obligations.
Moreover, prepayments of securities purchased at a premium could result in a
realized loss.

WHEN-ISSUED SECURITIES

RULE 144A SECURITIES

FOREIGN SECURITIES

Each Fund may invest in securities of issuers organized or headquartered
outside the United States ("foreign securities"). The Short-Term Bond Fund

16
<PAGE>

will not purchase a foreign security if, as a result, the Fund's holdings of
foreign securities would exceed 20% of the Fund's assets. The Bond,
Intermediate Maturity Bond and Investment Grade Bond Funds may each invest any
portion of its assets in securities of Canadian issuers, but will not purchase
foreign securities other than those of Canadian issuers if, as a result, such
Fund's holdings of non-U.S. and non-Canadian securities would exceed 20% of
the Fund's assets. The High Yield Fund may invest any portion of its assets in
securities of Canadian issuers and up to 50% of its assets in the securities
of other foreign issuers.

Although investing in foreign securities may increase a Fund's
diversification and reduce portfolio volatility, foreign securities may
present risks not associated with investments in comparable securities of U.S.
issuers. There may be less information publicly available about a foreign
corporate or government issuer than about a U.S. issuer, and foreign corporate
issuers are not generally subject to accounting, auditing and financial
reporting standards and practices comparable to those in the United States.
The securities of some foreign issuers are less liquid and at times more
volatile than securities of comparable U.S. issuers. Foreign brokerage
commissions and securities custody costs are often higher than in the United
States. With respect to certain foreign countries, there is a possibility of
governmental expropriation of assets, confiscatory taxation, political or
financial instability and diplomatic developments that could affect the value
of investments in those countries. A Fund's receipt of interest on foreign
government securities may depend on the availability of tax or other revenues
to satisfy the issuer's obligations.

17
<PAGE>

In determining whether to invest assets of the Funds in securities of a
particular foreign issuer, Loomis Sayles will consider the likely effects of
foreign taxes on the net yield available to the Fund and its shareholders.
Compliance with foreign tax law may reduce a Fund's net income available for
distribution to shareholders.

FOREIGN CURRENCY HEDGING TRANSACTIONS

The Funds may engage in foreign currency exchange transactions to protect
the value of specific portfolio positions or in anticipation of changes in
relative values of currencies in which current or future Fund portfolio
holdings are denominated or quoted. For example, to protect against a change
in the foreign currency exchange rate between the date on which a Fund
contracts to purchase or sell a security and the settlement date for the
purchase or sale, or to "lock in" the equivalent of a dividend or interest
payment in another currency, a Fund might purchase or sell a foreign currency
on a spot (that is, cash) basis at the prevailing spot rate. If conditions
warrant, the Funds may also enter into private contracts to purchase or sell
foreign currencies at a future date ("forward contracts"). The Funds might
also purchase exchange-listed and over-the-counter call and put options on
foreign currencies. Over-the-counter currency options are generally less
liquid than exchange-listed options, and will be treated as illiquid assets.
The Funds may not be able to dispose of over-the-counter options readily.

Foreign currency transactions involve costs and may result in losses. In
addition, each Fund's ability to engage in currency hedging transactions may
be limited by tax considerations.

SWAP TRANSACTIONS

18
<PAGE>

fluctuations, as a duration management technique or to protect against any
increase in the price of securities a Fund anticipates purchasing at a later
date. Interest rate swaps involve the exchange by a Fund with another party of
their respective commitments to pay or receive interest (for example, an
exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal). A currency swap is an agreement to exchange
cash flows on a notional amount based on changes in the relative values of the
specified currencies. The Fund will maintain liquid assets in a segregated
custodial account to cover its current obligations under swap agreements.
Because swap agreements are not exchange-traded, but are private contracts
into which the Fund and a swap counter party enter as principals, the Fund may
experience a loss or delay in recovering assets if the counter party were to
default on its obligations.

OPTIONS AND FUTURES TRANSACTIONS

The Funds may buy, sell or write options on securities, securities indexes,
currencies or futures contracts and may buy and sell futures contracts on
securities, securities indexes or currencies. The Funds may engage in these
transactions either for the purpose of enhancing investment return, or to
hedge against changes in the value of other assets that the Funds own or
intend to acquire. Options and futures fall into the broad category of
financial instruments known as "derivatives" and involve special risks. Use of
options or futures for other than hedging purposes may be considered a
speculative activity, involving greater risks than are involved in hedging.

19
<PAGE>

contract. If the price of the sale of the futures contract by a Fund exceeds
(or is less than) the price of the offsetting purchase, the Fund will realize
a gain (or loss).

The value of options purchased by a Fund and futures contracts held by a
Fund may fluctuate based on a variety of market and economic factors. In some
cases, the fluctuations may offset (or be offset by) changes in the value of
securities held in a Fund's portfolio. All transactions in options and futures
involve the possible risk of loss to the Fund of all or a significant part of
the value of its investment. In some cases, the risk of loss may exceed the
amount of the Fund's investment. When a Fund writes a call option or sells a
futures contract without holding the underlying securities, currencies or
futures contracts, its potential loss is unlimited. The Fund will be required,
however, to set aside with its custodian bank certain assets in amounts
sufficient at all times to satisfy its obligations under options, futures and
contracts.

The successful use of options and futures will usually depend on Loomis
Sayles' ability to forecast stock market, currency or other financial market
movements correctly. The Fund's ability to hedge against adverse changes in
the value of securities held in its portfolio through options and futures also
depends on the degree of correlation between changes in the value of futures
or options positions and changes in the values of the portfolio securities.
The successful use of futures and exchange traded options also depends on the
availability of a liquid secondary market to enable a Fund to close its
positions on a timely basis. There can be no assurance that such a market will
exist at any particular time. In the case of options that are not traded on an
exchange ("over-the-counter" options), a Fund is at risk that the other party
to the transaction will default on its obligations, or will not permit a Fund
to terminate the transaction before its scheduled maturity. As a result of
these characteristics, each Fund will treat most over-the-counter options (and
the assets it segregates to cover its obligations thereunder) as illiquid.

REPURCHASE AGREEMENTS

20
<PAGE>

later date. Such transactions afford an opportunity for a Fund to earn a
return on available cash at minimal market risk, although the Fund may be
subject to various delays and risks of loss if the seller is unable to meet
its obligations to repurchase.

SECURITIES LENDING

The Intermediate Maturity Bond and Investment Grade Bond Funds may lend
their portfolio securities to broker-dealers or other parties under contracts
calling for the deposit by the borrower with the Fund's custodian of cash
collateral equal to at least the market value of the securities loaned, marked
to market on a daily basis. The Fund will continue to benefit from interest or
dividends on the securities loaned and will also receive interest through
investment of the cash collateral in short-term liquid investments. No loans
will be made if, as a result, the aggregate amount of such loans outstanding
at any time would exceed 33 1/3% of the Fund's total assets (taken at current
value). Any voting rights, or rights to consent, relating to securities loaned
pass to the borrower. However, if a material event affecting the investment
occurs, such loans will be called so that the securities may be voted by the
Fund. The Fund pays various fees in connection with such loans, including
shipping fees and reasonable custodial or placement fees.

THE FUNDS' INVESTMENT ADVISER

In addition to selecting and reviewing the Funds' investments, Loomis Sayles
provides executive and other personnel for the management of the Funds. The
Funds' board of trustees supervises Loomis Sayles' conduct of the affairs of
the Funds.

As of March 3, 1997, the Loomis Sayles Employees' Profit Sharing Plan owned
87% of the Intermediate Maturity Bond Fund, and the Loomis-Sayles Funded
Pension Plan owned 28% of the Global Bond Fund. As of March 3, 1997, Loomis
Sayles owned 64% of the Investment Grade Bond Fund. Each of these shareholders
may be deemed to control the relevant Fund.

21
<PAGE>

Daniel J. Fuss, President of the Trust and Executive Vice President of
Loomis Sayles, has served as the portfolio manager of the Bond Fund since its
commencement of investment operations in 1991, as the portfolio manager of the
High Yield Fund since its commencement of investment operations in 1996, and
as the portfolio manager of the Investment Grade Bond Fund since its
commencement of investment operations in 1997. Kathleen C. Gaffney has served
as associate portfolio manager of the High Yield Fund since its commencement
of investment operations in 1996. E. John deBeer, Vice President of the Trust
and of Loomis Sayles, has served as the portfolio manager of the Global Bond
Fund since its commencement of investment operations in 1991. Anthony J.
Wilkins, Vice President of the Trust and of Loomis Sayles, has served as the
portfolio manager of the Intermediate Maturity Bond Fund since its
commencement of investment operations in 1997. John Hyll, Vice President of
the Trust and of Loomis Sayles, has served as the portfolio manager of the
Short-Term Bond Fund since its commencement of investment operations in 1992.
Each of the foregoing has been employed by Loomis Sayles for at least five
years.

FUND EXPENSES

Each Fund pays Loomis Sayles a monthly investment advisory fee at the
following annual percentage rates of the Fund's average daily net assets:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Bond................................................................... .60%
Global Bond............................................................ .60%
High Yield............................................................. .60%
Intermediate Maturity Bond............................................. .40%
Investment Grade Bond.................................................. .40%
Short-Term Bond........................................................ .25%
</TABLE>

In addition to the investment advisory fee, each Fund pays all expenses not
expressly assumed by Loomis Sayles, including taxes, brokerage commissions,
fees and expenses of registering or qualifying the Fund's shares under federal
and state securities laws, fees of the Fund's custodian, transfer agent,
independent accountants and legal counsel, expenses of shareholders' and
trustees' meetings, expenses of preparing, printing and mailing prospectuses
to existing shareholders and fees of trustees who are not directors, officers
or employees of Loomis Sayles or its affiliated companies.

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

22
<PAGE>

Fund total annual operating expenses of the Retail Class of shares of each
Fund to the following annual percentage rate of the Fund's average net assets:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Bond................................................................... 1.00%
Global Bond............................................................ 1.15%
High Yield............................................................. 1.00%
Intermediate Maturity Bond............................................. .80%
Investment Grade Bond.................................................. .80%
Short-Term Bond........................................................ .75%
</TABLE>

Loomis Sayles may change or terminate these voluntary arrangements at any
time, but the Funds' Prospectus would be supplemented to describe the change.

Under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act,
each of the Funds pays the Distributor, a subsidiary of Loomis Sayles, a
monthly distribution fee at an annual rate not to exceed 0.25% of the Fund's
average net assets attributable to the Retail Shares. 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 Funds, or for providing
personal services to investors in Retail Class shares of the Funds and/or the
maintenance of 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 Funds.

Loomis Sayles may pay certain broker-dealers and financial intermediaries
whose customers own shares of the Funds a continuing fee in an amount of up to
.25% annually of the value of Fund shares held for those customers' accounts.
These fees are paid by Loomis Sayles out of its own assets and are not
assessed against the Funds.

PORTFOLIO TRANSACTIONS

Portfolio turnover considerations will not limit Loomis Sayles' investment
discretion in managing the Funds' assets. The Funds anticipate that their
portfolio turnover rates will vary significantly from time to time depending
on the volatility of economic and market conditions. High portfolio turnover
may involve higher costs and higher levels of taxable gains. Although it is
not possible to predict portfolio turnover rates with certainty, Loomis Sayles
does not expect the portfolio turnover rates of the High Yield, Intermediate
Maturity Bond and Investment Grade Bond Funds to exceed 60%, 100%, and 60%,
respectively.

23
<PAGE>

HOW TO PURCHASE SHARES

An investor may make an initial purchase of shares of any Fund by submitting
a completed application form and payment to:

Boston Financial Data Services
P.O. Box 8314
Boston, Massachusetts 02266-8314
Attn: Loomis Sayles Funds

The minimum initial investment for retail class of the Funds' shares
("Retail Shares") is $250,000 in that Fund. This minimum initial investment
does not apply to purchases through financial intermediaries including, but
not limited to, certain financial advisers, broker dealers, 401(k) alliances,
wrap programs, no transaction fee programs, bank trust departments, financial
consultants and insurance companies. The minimum investment may be waived by
Loomis Sayles in its sole discretion and will be waived for any new
shareholder who invests less than $250,000 but signs a letter of intent
stating the shareholder's intention to bring his or her balance to $250,000 in
six months or less. Loomis Sayles reserves the right to redeem, at net asset
value, the accounts of shareholders that have signed a letter of intent but
fail to meet the minimum investment within the specified time. Subsequent
investments must be at least $50.

Shares of any Fund may be purchased by (i) cash, (ii) exchanging Retail
Class shares of any Fund (or any other series of Loomis Sayles Funds) (iii)
exchanging securities on deposit with a custodian acceptable to Loomis Sayles
or (iv) a combination of such securities and cash. Loomis Sayles will not
approve the acceptance of securities in exchange for shares of any Fund unless
(1) Loomis Sayles, in its sole discretion, believes the securities are
appropriate investments for the Fund; (2) the investor represents and agrees
that all securities offered to the Fund can be resold by the Fund without
restriction under the Securities Act of 1933, as amended (the "Securities
Act") or otherwise; and (3) the securities are eligible to be acquired under
the Fund's investment policies and restrictions. No investor owning 5% or more
of a Fund's shares may purchase additional shares of that Fund by exchange of
securities. In all cases Loomis Sayles reserves the right to reject any
securities that are proposed for exchange. Securities accepted by Loomis
Sayles in exchange for Fund shares will be valued in the same manner as the
Fund's assets as described below as of the time of the Fund's next
determination of net asset value after such acceptance. All dividends and
subscription or other rights which are reflected in the market price of
accepted securities at the time of valuation become the property of the Fund
and must be delivered to the Fund upon receipt by the investor from the
issuer. A gain or loss for federal income tax purposes would be realized upon
the exchange by an investor that is subject to federal income

24
<PAGE>

taxation, depending upon the investor's basis in the securities tendered. An
investor who wishes to purchase shares by exchanging securities should obtain
instructions by calling 800-633-3330.

All purchases made by check should be in U.S. dollars and made payable to
State Street Bank and Trust Company. Third party checks will not be accepted.
When purchases are made by check or periodic account investment, redemption
will not be allowed until the investment being redeemed has been in the
account for 15 calendar days.

Upon acceptance of an investor's order, Boston Financial Data Services, Inc.
("BFDS"), the shareholder servicing agent for State Street Bank and Trust
Company ("State Street Bank"), opens an account, applies the payment to the
purchase of full and fractional Fund shares and mails a statement of the
account confirming the transaction.

Subsequent investments can also be made by federal funds wire. Investors
should instruct their banks to wire federal funds to State Street Bank and
Trust Company, ABA #011000028. The text of the wire should read as follows:
"$___ amount, STATE STREET BOS ATTN Mutual Funds. Credit Fund (Fund Name and
Retail Class), DDA #9904-622-9, Shareholder Name, Shareholder Account Number."
A bank may charge a fee for transmitting funds by wire.

25
<PAGE>

Each Fund also offers an Institutional Class of shares that has a $1 million
minimum investment for certain investors and bears lower expenses. Because of
its lower expenses, the Institutional Class of shares of each Fund is expected
to have a higher total return than the Retail Class of shares.

SHAREHOLDER SERVICES

FREE EXCHANGE PRIVILEGE. Retail Class shares of any Fund may be exchanged
for Retail Class shares of any other Fund (or any other fund that is a series
of Loomis Sayles Funds and that offers Retail Class shares) or for shares of
certain money market funds advised by New England Funds Management, L.P., an
affiliate of Loomis Sayles. Exchanges may be made by written instructions or
by telephone, unless an investor elected on the application to decline
telephone exchange privileges. The exchange privilege should not be viewed as
a means for taking advantage of short-term swings in the market, and the Funds
reserve the right to terminate or limit the privilege of any shareholder who
makes more than four exchanges in any calendar year. The Funds may terminate
or change the terms of the exchange privilege at any time, upon 60 days'
notice to shareholders. Exchanges of shares of the High Yield Fund purchased
within one year before such exchanges will be subject to a redemption fee of
2.00% of the amount exchanged. For purposes of determining whether a
redemption fee is payable with respect to shares of the High Yield Fund
purchased by exchange of shares of another Fund, the one year period shall be
deemed to begin on the date of such purchase by exchange.

RETIREMENT PLANS. Institutional Class shares of the Funds may be purchased
by all types of tax-deferred retirement plans. Loomis Sayles makes available
retirement plan forms for IRAs.

26
<PAGE>

SYSTEMATIC WITHDRAWAL PLAN. If the value of an account is at least $25,000,
an investor may have periodic cash withdrawals automatically paid to the
investor or any person designated by the investor.

AUTOMATIC INVESTMENT PLAN. Voluntary monthly investments of at least $50 may
be made automatically by pre-authorized withdrawals from an investor's
checking account.

HOW TO REDEEM SHARES

An investor can redeem shares by sending a written request to Boston
Financial Data Services, Inc., P.O. Box 8314, Boston, Massachusetts 02266.
Proceeds from a written request may be sent to the investor in the form of a
check. As described below, an investor may also redeem shares by calling BFDS
at 800-626-9390. Proceeds resulting from a telephone redemption request can be
wired to an investor's bank account or sent by check in the name of the
registered owners to their record address.

The written request must include the name of the Fund, the account number,
the exact name(s) in which the shares are registered, and the number of shares
or the dollar amount to be redeemed. All owners of the shares must sign the
request in the exact names in which the shares are registered (this appears on
an investor's confirmation statement) and should indicate any special capacity
in which they are signing (such as trustee or custodian or on behalf of a
partnership, corporation or other entity). Shareholders requesting that
redemption proceeds be wired to their bank accounts must provide specific wire
instructions.

If (1) an investor is redeeming shares worth more than $50,000, (2) an
investor is requesting that the proceeds check be made out to someone other
than the registered owners or be sent to an address other than the record
address, (3) the account registration has changed within the last 30 days or
(4) an investor is instructing us to wire the proceeds to a bank account not
designated on the application, the investor must have his or her signature
guaranteed by an eligible guarantor. Eligible guarantors include commercial
banks, trust companies, savings associations, credit unions and brokerage
firms that are members of domestic securities exchanges. Before submitting the
redemption request, an investor should verify with the guarantor institution
that it is an eligible guarantor. Signature guarantees by notaries public are
not acceptable.

27
<PAGE>

account previously chosen by the investor. A wire fee (currently $5) will be
deducted from the proceeds. A telephonic redemption request must be received
by BFDS prior to the close of regular trading on the New York Stock Exchange.
If an investor telephones a request to BFDS after the Exchange closes or on a
day when the Exchange is not open for business, BFDS cannot accept the request
and a new one will be necessary. If an investor decides to change the bank
account to which proceeds are to be wired, the investor must send in this
change on the Service Options Form with a signature guarantee. Telephonic
redemptions may only be made if the investor's bank is a member of the Federal
Reserve System or has a correspondent bank that is a member of the System.
Unless an investor indicates otherwise on the account application, BFDS will
be authorized to act upon redemption and exchange instructions received by
telephone from the investor or any person claiming to act as the investor's
representative who can provide BFDS with the investor's account registration
and address as it appears on the records of State Street Bank. BFDS will
employ these or other reasonable procedures to confirm that instructions
communicated by telephone are genuine; the Fund, State Street Bank, BFDS, the
Distributor and Loomis Sayles will not be liable for any losses due to
unauthorized or fraudulent instructions if these or other reasonable
procedures are followed. For information, consult BFDS. In times of heavy
market activity, an investor who encounters difficulty in placing a redemption
or exchange order by telephone may wish to place the order by mail as
described above.

The redemption price will be the net asset value per share next determined
after the redemption request and any necessary special documentation are
received by BFDS in proper form, less, in the case of the High Yield Fund, a
redemption fee of 2.00% of the amount redeemed with respect to shares of that
Fund purchased within one (1) year of such redemption. Loomis Sayles, in its
discretion, may waive the 2.00% redemption fee with respect to shares of the
High Yield Fund.

Proceeds resulting from a written redemption request will normally be mailed
to an investor within seven days after receipt of the investor's request in
good order. Telephonic redemption proceeds will normally be wired to an
investor's bank on the first business day following receipt of a proper
redemption request. If an investor purchased shares by check and the check was
deposited less than 15 days prior to the redemption request, the Fund may
withhold redemption proceeds until the check has cleared.

28
<PAGE>

CALCULATION OF PERFORMANCE INFORMATION

The Funds' investment performance may from time to time be included in
advertisements about the Funds. "Yield" for each class of shares is calculated
by dividing the annualized net investment income per share during a recent 30-
day period by the maximum public offering price per share of the class on the
last day of that period.

For purposes of calculating yield, net investment income is calculated in
accordance with SEC regulations and may differ from net investment income as
determined for financial reporting purposes. SEC regulations require that net
investment income be calculated on a "yield-to-maturity" basis, which has the
effect of amortizing any premiums or discounts in the current market value of
fixed income securities. The current dividend rate is based on net investment
income as determined for tax purposes, which may not reflect amortization in
the same manner.

Yield is based on the price of the shares but does not reflect any
redemption fee in the case of the High Yield Fund.

"Total return" for the one-, five- and ten-year periods (or for the life of
a class, if shorter) through the most recent calendar quarter represents the
average annual compounded rate of return on an investment of $1,000 in a Fund.
Total return may also be presented for other periods.

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES

The Bond, High Yield, Intermediate Maturity Bond and Investment Grade Bond
Funds declare and pay dividends quarterly; the Global Bond Fund declares and
pays its net investment income to shareholders as dividends annually; the
Short-Term Bond Fund declares dividends daily and makes payments monthly. Each
Fund also distributes all of its net capital gains realized from the sale of
portfolio securities. Any capital gain distributions are normally made
annually, but may, to the extent permitted by law, be made more frequently as
deemed advisable by the trustees of the Trust. The Trust's trustees may change
the frequency with which the Funds declare or pay dividends.

29
<PAGE>

dividends and short term capital gain distributions are taxable as ordinary
income whether distributed in cash or additional shares. Long-term capital
gain distributions from all Funds are taxable as long-term capital gains
whether distributed in cash or additional shares and regardless of how long an
investor has owned shares of the Fund.

Each Fund is required to withhold 31% of any redemption proceeds (including
the value of shares exchanged) and all income dividends and capital gain
distributions it pays (1) if an investor does not provide a correct, certified
taxpayer identification number, (2) if the Fund is notified that an investor
has underreported income in the past, or (3) if an investor fails to certify
to the Fund that he or she is not subject to such withholding.

Dividends derived from interest on U.S. Government Securities may be exempt
from state and local taxes.

State Street Bank will send investors and the IRS an annual statement
detailing federal tax information, including information about dividends and
distributions paid during the preceding year. An investor should keep this
statement as a permanent record. A fee may be charged for any duplicate
information requested.

NOTE: The foregoing summarizes certain tax consequences of investing in the
Funds. Before investing, an investor should consult his or her own tax
adviser for more information concerning federal, state and local tax
consequences of investing in, redeeming or exchanging Fund shares.

30
<PAGE>

APPENDIX A

DESCRIPTION OF BOND RATINGS ASSIGNED BY
STANDARD & POOR'S AND
MOODY'S INVESTORS SERVICE, INC.

STANDARD & POOR'S

AAA

This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay interest and
repay principal.

Bonds rated AA also qualify as high quality debt obligations. Capacity to
pay interest and repay principal is very strong, and in the majority of
instances they differ from AAA issues only in small degree.

Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay interest
and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to repay principal and pay interest for
bonds in this category than for bonds in higher rated categories.

BB, B, CCC, CC

Bonds rated BB, B, CCC and CC are regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such bonds will
likely have some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse conditions.

31
<PAGE>

The rating C is reserved for income bonds on which no interest is being
paid.

Bonds rated D are in default, and payment of interest and/or repayment of
principal is in arrears.

Plus (+) or Minus (-): The ratings from AA to B may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

MOODY'S INVESTORS SERVICE, INC.

Aaa

Bonds that are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large, or by an exceptionally
stable, margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Bonds that are rated Aa are judged to be high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present that make the long-term risks appear somewhat larger than in Aaa
securities.

Bonds that are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
that suggest a susceptibility to impairment sometime in the future.

32
<PAGE>

Baa

Bonds that are rated Baa are considered as medium grade obligations; i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often, the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa

Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

33
<PAGE>

Should no rating be assigned by Moody's, the reason may be one of the
following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities that are not rated
as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed in which case the rating is not
published in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise,
the effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the
symbols Aa1, A1, Baa1, Ba1 and B1.

34
<PAGE>

INVESTMENT ADVISER
Loomis, Sayles & Company, L.P.
One Financial Center Boston,
Massachusetts 02111

DISTRIBUTOR
Loomis Sayles Distributors, L.P.
One Financial Center
Boston, Massachusetts 02111

TRANSFER AND DIVIDEND PAYING AGENT AND
CUSTODIAN OF ASSETS
State Street Bank and Trust Company
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT FOR
STATE STREET BANK AND TRUST COMPANY
Boston Financial Data Services, Inc.
P.O. Box 8314
Boston, Massachusetts 02266

LEGAL COUNSEL
Ropes & Gray
One International Place
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, Massachusetts 02109
<PAGE>

[LOGO OF LOOMIS SAYLES FUNDS APPEARS HERE]
<PAGE>

[LOGO OF LOOMIS SAYLES FUNDS(TM) APPEARS HERE]

FIXED INCOME FUNDS

INSTITUTIONAL CLASS

PROSPECTUS
APRIL 1, 1997
<PAGE>

[LOGO OF LOOMIS SAYLES FUNDS(TM) APPEARS HERE]

ONE FINANCIAL CENTER . BOSTON, MASSACHUSETTS 02111 . (617) 482-2450

THE LOOMIS SAYLES FUNDS--FIXED INCOME FUNDS

INSTITUTIONAL CLASS SHARES OF:

PROSPECTUS APRIL 1, 1997

THE LOOMIS SAYLES FUNDS--FIXED INCOME FUNDS
Loomis Sayles Bond Fund, Loomis Sayles Global Bond Fund, Loomis Sayles High
Yield Fund, Loomis Sayles Intermediate Maturity Bond Fund, Loomis Sayles
Investment Grade Bond Fund, Loomis Sayles Municipal Bond Fund, Loomis Sayles
Short-Term Bond Fund and Loomis Sayles U.S. Government Securities Fund (the
"Funds" and each a "Fund"), each a series of Loomis Sayles Funds, are
separately managed, no-load mutual funds, each of which has its own investment
objective and policies. Loomis, Sayles & Company, L.P. ("Loomis Sayles") is
the investment adviser of each Fund.

The Funds (other than Loomis Sayles Municipal Bond Fund and Loomis Sayles
U.S. Government Securities Fund) offer two classes of shares: an Institutional
Class that is described in this Prospectus and a Retail Class, with a lower
investment minimum for certain categories of investors and bearing higher
expenses, that is described in a separate prospectus. This Prospectus
concisely describes the information that an investor should know before
investing in the Institutional Class shares of any Fund. Please read it
carefully and keep it for future reference. A Statement of Additional
Information dated April 1, 1997 is available free of charge; write to Loomis
Sayles Distributors, L.P. (the "Distributor"), One Financial Center, Boston,
Massachusetts 02111 or telephone 800-633-3330. The Statement of Additional
Information, which contains more detailed information about the Funds, has
been filed with the Securities and Exchange Commission (the "SEC") and is
incorporated by reference into this Prospectus. To obtain more information
about the Retail Class of shares, please call the Distributor toll-free at
800-633-3330 or contact your financial intermediary.

For all other information about
For information about: the Funds:
.Establishing an account CALL 800-633-3330
.Account procedures and status
.Exchanges
.Shareholder services
CALL 800-626-9390

1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF EXPENSES....................................................... 3
FINANCIAL HIGHLIGHTS...................................................... 5
THE TRUST................................................................. 11
INVESTMENT OBJECTIVES AND POLICIES........................................ 11
MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS AND RISK CONSIDERATIONS..... 15
THE FUNDS' INVESTMENT ADVISER............................................. 25
FUND EXPENSES............................................................. 26
PORTFOLIO TRANSACTIONS.................................................... 27
HOW TO PURCHASE SHARES.................................................... 27
SHAREHOLDER SERVICES...................................................... 30
HOW TO REDEEM SHARES...................................................... 31
CALCULATION OF PERFORMANCE INFORMATION.................................... 33
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES........................... 33
APPENDIX A
DESCRIPTION OF BOND RATINGS............................................. 36
</TABLE>

2
<PAGE>

SUMMARY OF EXPENSES

The following information is provided as an aid in understanding the various
expenses that an investor in a Fund will bear indirectly. Except in the case
of the High Yield, Intermediate Maturity Bond and Investment Grade Bond Funds,
the information is based on expenses for the Funds' fiscal year ended December
31, 1996. The High Yield Fund did not commence investment operations until
September 11, 1996, and the Intermediate Maturity Bond and Investment Grade
Bond Funds did not commence investment operations until January 2, 1997. The
information about these Funds shown below is based on projected expenses for
the 1997 fiscal year. The information below should not be considered a
representation of past or future expenses, as actual expenses may be greater
or less than those shown. Also, the 5% annual return assumed in the Example
should not be considered a representation of investment performance, as actual
performance will vary.

<TABLE>
<CAPTION>
INTERMEDIATE INVESTMENT
GLOBAL HIGH MATURITY GRADE MUNICIPAL
BOND BOND YIELD BOND BOND BOND
FUND/3/ FUND FUND FUND FUND FUND
------- ------ ----- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Shareholder Transaction
Expenses:
Maximum Sales Load
Imposed on Purchases
(as % of offering
price)................. none none none none none none
Maximum Sales Load
Imposed on Reinvested
Dividends (as % of
offering price)........ none none none none none none
Maximum Deferred Sales
Load (as % of original
purchase price or
redemption proceeds)... none none none none none none
Redemption Fees/1/...... none none 2.00% none none none
Exchange Fees........... none none none none none none
Annual Operating
Expenses (as a
percentage of net
assets):
Management Fees......... .60% .60%/2/ .60% .40% .40% .40%/2/
12b-1 Fees.............. none none none none none none
Other Operating Expenses
(after expense
reimbursements where
indicated)............. .15% .30%/3/ .15%/4/ .15%/4/ .15%/4/ .20%/3/
Total Operating Expenses
(after expense
reimbursements where
indicated)............. .75% .90%/3/ .75%/4/ .55%/4/ .55%/4/ .60%/3/
Example/5/:
An investor would pay
the following expenses
on a $1,000 investment
assuming a 5% annual
return (with a
redemption at the end
of each time period):
One Year................ $ 8 $ 9 $28 $ 6 $ 6 $ 6
Three Years............. 24 29 24 18 18 19
Five Years.............. 42 50 33
Ten Years............... 93 111 75
An investor would pay
the following expenses
on a $1,000 investment
assuming a 5% annual
return (without a
redemption at the end
of each time period):
One Year................ $ 8 $ 9 $ 8 $ 6 $ 6 $ 6
Three Years............. 24 29 24 18 18 19
Five Years.............. 42 50 33
Ten Years............... 93 111 75
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
U.S.
SHORT-TERM GOVERNMENT
BOND SECURITIES
FUND FUND
---------- ----------
<S> <C> <C>
Shareholder Transaction Expenses:
Maximum Sales Load Imposed on Purchases (as % of
offering price)..................................... none none
Maximum Sales Load Imposed on Reinvested Dividends
(as % of offering price)............................ none none
Maximum Deferred Sales Load (as % of original
purchase price or redemption proceeds).............. none none
12b-1 Fees........................................... none none
Redemption Fees/1/................................... none none
Exchange Fees........................................ none none
Annual Operating Expenses (as a percentage of net
assets):
Management Fees...................................... .25%/2/ .40%/2/
Other Operating Expenses (after expense
reimbursements where indicated)..................... .25%/3/ .20%/3/
Total Operating Expenses (after expense
reimbursements where indicated)..................... .50%/3/ .60%/3/
Example/5/:
An investor would pay the following expenses on a
$1,000 investment assuming a 5% annual return (with
or without a redemption at the end of each time
period):
One Year............................................. $ 5 $ 6
Three Years.......................................... 16 19
Five Years........................................... 28 33
Ten Years............................................ 63 75
</TABLE>
- -----------
/1/ A $5 charge applies to any wire transfer of redemption proceeds from any
Fund. A 2.00% redemption fee applies with respect to shares of the High
Yield Fund redeemed within one (1) year of purchase. Loomis Sayles may, in
its discretion, waive redemption fees on shares of the High Yield Fund as
set forth under the heading "How to Redeem Shares" if it determines that
there are minimal brokerage and transaction costs incurred in connection
with the redemption.
/2/ The management fees shown in the table have been restated to reflect a
reduction effective January 1, 1997 in the management fees payable to Loomis
Sayles. Actual management fees and Total Operating Expenses for the year
ended December 31, 1996 were 0.75% and 1.50%, respectively, for the Global
Bond Fund, 0.60% and 1.00%, respectively, for the Municipal Bond Fund, 0.50%
and 1.00%, respectively, for the Short-Term Bond Fund and 0.60% and 1.00%,
respectively, for the U.S. Government Securities Fund.

/3/ Loomis Sayles has voluntarily agreed, for an indefinite period, to limit the
Bond Fund's Total Operating Expenses to 0.75% and to limit the other Funds'
Total Operating Expenses to the percentages of net assets shown in the
table. Without this agreement, Other Operating Expenses and Total Operating
Expenses would have been 1.02% and 1.62%, respectively, for the Global Bond
Fund, 1.71% and 2.11%, respectively, for the Municipal Bond Fund, 0.67% and
0.92%, respectively, for the Short Term Bond Fund and 0.59% and .99%,
respectively, for the U.S. Government Securities Fund. Other Operating
Expenses and Total Operating Expenses for the Bond Fund were unaffected by
this agreement.
/4/ Other Operating Expenses is based on estimated expenses for the Funds for
the 1997 fiscal year after giving effect to expense reimbursements. Loomis
Sayles has voluntarily agreed, for an indefinite period, to limit the Funds'
Total Operating Expenses to the percentages of net assets shown in the
table. Without this agreement, estimated Other Operating Expenses and Total
Operating Expenses would be 1.34% and 1.94%, respectively, for the High
Yield Fund, 1.47% and 1.87%, respectively, for the Intermediate Maturity
Bond Fund and 1.47% and 1.87%, respectively, for the Investment Grade Bond
Fund.
/5/ Under SEC rules, new funds are required to show expenses for the one- and
three-year periods only.

4
<PAGE>

FINANCIAL HIGHLIGHTS
(FOR AN INSTITUTIONAL CLASS SHARE OF EACH INDICATED FUND
OUTSTANDING THROUGHOUT THE INDICATED PERIODS)

<TABLE>
<CAPTION>
BOND FUND
-------------------------------------------------------
MAY 16*
YEAR ENDED DEC. 31, TO
--------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
-------- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period..... $ 12.29 $ 10.05 $ 11.37 $ 10.36 $ 10.23 $10.00
-------- -------- ------- ------- ------- ------
Income from investment
operations--
Net investment income
(loss)................. 0.86 0.82 0.83 0.84 0.76 0.52
Net realized and
unrealized gain (loss)
on investments......... 0.35 2.32 (1.29) 1.43 0.67 0.36
-------- -------- ------- ------- ------- ------
Total from investment
operations............. 1.21 3.14 (0.46) 2.27 1.43 0.88
-------- -------- ------- ------- ------- ------
Less distributions--
Dividends from net
investment income...... (0.86) (0.82) (0.84) (0.81) (0.76) (0.52)
Distributions in excess
of net investment
income................. 0.00 0.00 (0.02) 0.00 0.00 0.00
Distributions from net
realized capital
gains.................. (0.26) (0.08) 0.00 (0.45) (0.54) (0.13)
-------- -------- ------- ------- ------- ------
Total distributions..... (1.12) (0.90) (0.86) (1.26) (1.30) (0.65)
-------- -------- ------- ------- ------- ------
Net asset value, end of
period.................. $ 12.38 $ 12.29 $ 10.05 $ 11.37 $ 10.36 $10.23
======== ======== ======= ======= ======= ======
Total return (%)......... 10.3 32.0 (4.1) 22.2 14.3 8.9
Net assets, end of period
(000)................... $541,244 $255,710 $82,985 $64,222 $18,472 $9,922
Ratio of operating
expenses to average net
assets (%).............. 0.75 0.79 0.84 0.94 1.00 1.00**
Ratio of net investment
income to average net
assets (%).............. 7.93 8.34 7.92 8.26 7.50 8.97**
Portfolio turnover rate
(%)..................... 42 35 87 170 101 126**
Without giving effect to
voluntary expense
limitations:
The ratio of operating
expenses to average net
assets would have been
(%).................... 0.75 0.79 0.84 0.94 1.55 1.78**
Net investment income
per share would have
been................... $ 0.86 $ 0.82 $ 0.83 $ 0.84 $ 0.70 $ 0.47
</TABLE>
- -----------
*Commencement of investment operations.
**Computed on an annualized basis.

5
<PAGE>

<TABLE>
<CAPTION>
GLOBAL BOND FUND
----------------------------------------------------
MAY 10*
YEAR ENDED DEC. 31, TO
------------------------------------------ DEC. 31,
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period..... $ 11.39 $ 9.82 $ 11.06 $ 10.32 $11.38 $10.00
------- ------- ------- ------- ------ ------
Income from investment
operations--
Net investment income
(loss)................. 0.44 1.04 0.67 0.54 0.70 0.37
Net realized and
unrealized gain (loss)
on investments......... 1.27 1.31 (1.63) 0.96 (0.60) 1.31
------- ------- ------- ------- ------ ------
Total from investment
operations............. 1.71 2.35 (0.96) 1.50 0.10 1.68
------- ------- ------- ------- ------ ------
Less distributions--
Dividends from net
investment income...... (0.75) (0.78) (0.04) (0.49) (0.77) (0.30)
Distributions from net
realized capital
gains.................. 0.00 0.00 0.00 (0.27) (0.39) 0.00
Distributions from
capital................ 0.00 0.00 (0.24) 0.00 0.00 0.00
------- ------- ------- ------- ------ ------
Total distributions..... (0.75) (0.78) (0.28) (0.76) (1.16) (0.30)
------- ------- ------- ------- ------ ------
Net asset value, end of
period.................. $ 12.35 $ 11.39 $ 9.82 $ 11.06 $10.32 $11.38
======= ======= ======= ======= ====== ======
Total return (%)......... 15.0 23.9 (8.7) 14.6 0.8 16.9
Net assets, end of period
(000)................... $26,513 $10,304 $25,584 $21,378 $9,968 $4,308
Ratio of operating
expenses to average net
assets (%).............. 1.50 1.50 1.30 1.50 1.50 1.50**
Ratio of net investment
income to average net
assets (%).............. 6.37 8.17 7.02 5.54 6.99 6.81**
Portfolio turnover rate
(%)..................... 131 148 153 150 72 137**
Without giving effect to
voluntary expense
limitations:
The ratio of operating
expenses to average net
assets would have
been (%)............... 1.77 1.69 1.30 1.51 2.58 3.99**
Net investment income
per share would have
been................... $ 0.42 $ 1.02 $ 0.67 $ 0.54 $ 0.59 $ 0.23
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.

6
<PAGE>

<TABLE>
<CAPTION>
HIGH YIELD FUND
---------------
SEP. 11*
TO
DEC. 31,
1996
---------------
<S> <C>
Net asset value, beginning of period........................... $10.00
------
Income from investment operations--
Net investment income (loss).................................. 0.20
Net realized and unrealized gain (loss) on investments........ 0.11
------
Total from investment operations.............................. 0.31
------
Less distributions--
Dividends from net investment income.......................... (0.20)
Distributions from net realized capital gains................. 0.00
------
Total distributions........................................... (0.20)
------
Net asset value, end of period................................. $10.11
======
Total return (%)............................................... 3.1
Net assets, end of period (000)................................ $1,939
Ratio of operating expenses to average net assets (%).......... 0.75**
Ratio of net investment income to average net assets (%)....... 8.85**
Portfolio turnover rate (%).................................... 0**
Without giving effect to voluntary expense limitations:
The ratio of operating expenses to average net assets would
have been (%)................................................ 12.06**
Net investment income per share would have been............... $(0.05)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.

7
<PAGE>

<TABLE>
<CAPTION>
MUNICIPAL BOND FUND
-----------------------------------------------
YEAR ENDED DEC. 31, MAY 29*
-------------------------------------- TO DEC.
1996 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period...................... $11.53 $10.41 $11.54 $10.95 $10.55 $10.00
------ ------ ------ ------ ------ ------
Income from investment
operations--
Net investment income
(loss)..................... 0.52 0.52 0.52 0.51 0.51 0.24
Net realized and unrealized
gain (loss) on
investments................ (0.15) 1.16 (1.13) 0.74 0.46 0.56
------ ------ ------ ------ ------ ------
Total from investment
operations................. 0.37 1.68 (0.61) 1.25 0.97 0.80
------ ------ ------ ------ ------ ------
Less distributions--
Dividends from net
investment income.......... (0.52) (0.52) (0.52) (0.51) (0.51) (0.23)
Distributions from net
realized capital gains..... (0.09) (0.04) 0.00 (0.15) (0.06) (0.02)
------ ------ ------ ------ ------ ------
Total distributions......... (0.61) (0.56) (0.52) (0.66) (0.57) (0.25)
------ ------ ------ ------ ------ ------
Net asset value, end of
period...................... $11.29 $11.53 $10.41 $11.54 $10.95 $10.55
====== ====== ====== ====== ====== ======
Total return (%)............ 3.3 16.5 (5.4) 11.6 9.4 8.1
Net assets, end of period
(000)....................... $8,701 $7,961 $7,270 $5,160 $2,200 $ 706
Ratio of operating expenses
to average net
assets (%).................. 1.00 1.00 1.00 1.00 1.00 1.00**
Ratio of net investment
income to average net assets
(%)......................... 4.61 4.72 4.79 4.50 4.81 5.03**
Portfolio turnover rate (%).. 38 41 28 36 32 26**
Without giving effect to
voluntary expense
limitations:
The ratio of operating
expenses to average net
assets would have been
(%)........................ 2.31 2.02 2.37 3.22 7.65 21.58**
Net investment income per
share would have been...... $ 0.37 $ 0.41 $ 0.37 $ 0.26 $(0.19) $(0.74)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.

8
<PAGE>

<TABLE>
<CAPTION>
SHORT-TERM BOND FUND
--------------------------------------------
AUG. 3*
YEAR ENDED DEC. 31, TO
---------------------------------- DEC. 31,
1996 1995 1994 1993 1992
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period.......................... $ 9.81 $ 9.46 $ 9.95 $ 9.87 $10.00
------- ------- ------- ------- ------
Income from investment
operations--
Net investment income........... 0.55 0.63 0.66 0.59 0.22
Net realized and unrealized gain
(loss) on investments.......... (0.11) 0.35 (0.49) 0.08 (0.13)
------- ------- ------- ------- ------
Total from investment
operations..................... 0.44 0.98 0.17 0.67 0.09
------- ------- ------- ------- ------
Less distributions--
Dividends from net investment
income......................... (0.55) (0.63) (0.66) (0.59) (0.22)
Distributions from net realized
capital gains.................. 0.00 0.00 0.00 0.00 0.00
------- ------- ------- ------- ------
Total distributions............. (0.55) (0.63) (0.66) (0.59) (0.22)
------- ------- ------- ------- ------
Net asset value, end of period... $ 9.70 $ 9.81 $ 9.46 $ 9.95 $ 9.87
======= ======= ======= ======= ======
Total return (%)................. 4.7 10.6 1.8 7.0 0.9
Net assets, end of period (000).. $18,229 $26,039 $19,440 $15,226 $5,121
Ratio of operating expenses to
average net
assets (%)...................... 1.00 1.00 1.00 1.00 1.00**
Ratio of net investment income to
average net assets (%).......... 5.69 6.46 6.88 5.97 5.49**
Portfolio turnover rate (%)...... 120 214 34 81 31**
Without giving effect to
voluntary expense limitations:
The ratio of operating expenses
to average net assets would
have been (%).................. 1.17 1.03 1.33 1.55 3.74**
Net investment income per share
would have been................ $ 0.53 $ 0.62 $ 0.63 $ 0.54 $ 0.11
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.

9
<PAGE>

<TABLE>
<CAPTION>
U.S. GOVERNMENT SECURITIES FUND
-----------------------------------------------------
MAY 21*
YEAR ENDED DEC. 31, TO
------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 10.64 $ 9.22 $ 10.53 $ 10.45 $ 10.77 $10.00
------- ------- ------- ------- ------- ------
Income from investment
operations--
Net investment income.. 0.68 0.66 0.64 0.64 0.64 0.40
Net realized and
unrealized gain (loss)
on investments........ (0.57) 1.42 (1.30) 1.00 0.27 1.11
------- ------- ------- ------- ------- ------
Total from investment
operations............ 0.11 2.08 (0.66) 1.64 0.91 1.51
------- ------- ------- ------- ------- ------
Less distributions--
Dividends from net
investment income..... (0.67) (0.66) (0.65) (0.65) (0.59) (0.40)
Distributions from net
realized capital
gains................. 0.00 0.00 0.00 (0.91) (0.64) (0.34)
------- ------- ------- ------- ------- ------
Total distributions.... (0.67) (0.66) (0.65) (1.56) (1.23) (0.74)
------- ------- ------- ------- ------- ------
Net asset value, end of
period................. $ 10.08 $ 10.64 $ 9.22 $ 10.53 $ 10.45 $10.77
======= ======= ======= ======= ======= ======
Total return (%)........ 1.3 23.0 (6.3) 15.7 8.8 15.3
Net assets, end of
period (000)........... $14,192 $19,499 $17,341 $18,317 $10,899 $6,248
Ratio of operating
expenses to average net
assets (%)............. 1.00 1.00 1.00 1.00 1.00 1.00**
Ratio of net investment
income to average net
assets (%)............. 6.23 6.47 6.60 5.95 6.54 7.01**
Portfolio turnover rate
(%).................... 137 169 242 277 344 273**
Without giving effect to
voluntary expense
limitations:
The ratio of operating
expenses to average
net assets would have
been (%).............. 1.19 1.22 1.22 1.29 2.01 2.39**
Net investment income
per share would have
been.................. $ 0.66 $ 0.64 $ 0.62 $ 0.61 $ 0.54 $ 0.32
</TABLE>
- -----------
* Commencement of operations.
** Computed on an annualized basis.

NOTE: Further information about each Fund's performance is contained in the
Funds' annual report to shareholders, which may be obtained without
charge.

10
<PAGE>

THE TRUST

INVESTMENT OBJECTIVES AND POLICIES

LOOMIS SAYLES BOND FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

The Fund seeks to achieve its objective by normally investing substantially
all of its assets in fixed income securities, although up to 20% of its assets
may be invested in preferred stocks. At least 65% of the Fund's total assets
will normally be invested in bonds. The fixed income securities in which the
Fund may invest include corporate securities, securities issued or guaranteed
by the U.S. Government or its authorities or instrumentalities ("U.S.
Government Securities"), commercial paper, zero coupon securities, mortgage-
backed securities, collateralized mortgage obligations ("CMOs"), asset-backed
securities, when-issued securities, Rule 144A securities, repurchase
agreements and convertible securities. The Fund may engage in options and
futures transactions, repurchase transactions, foreign currency hedging
transactions and swap transactions.

The percentages of the Fund's assets invested as of December 31, 1996 in
securities assigned to the various rating categories by Standard & Poor's and
Moody's Investors Service, Inc. ("Moody's") were as follows: "AAA"/"Aaa":
5.2%; "AA"/"Aa": 11.1%; "A"/"A": 9.5%; "BBB"/"Baa": 27.3%; "BB"/"Ba": 13.5%;
"B"/"B": 12.1%; "CCC"/"Caa": 5.1%.

11
<PAGE>

LOOMIS SAYLES GLOBAL BOND FUND

The Fund's investment objective is high total investment return through a
combination of high current income and capital appreciation.

LOOMIS SAYLES HIGH YIELD FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

The Fund seeks to achieve its objective by normally investing substantially
all of its assets in fixed income securities, although up to 20% of its assets
may be invested in preferred stocks and up to 10% of its assets may be
invested in common stocks. The fixed income securities in which the Fund may
invest include corporate securities, U.S. Government Securities, commercial
paper, zero coupon securities, mortgage-backed securities, CMOs, asset-backed
securities, when-issued securities, Rule 144A securities, repurchase
agreements and convertible securities. The Fund may engage in options and
futures transactions, repurchase transactions, foreign currency hedging
transactions and swap transactions. The Fund may invest any portion of its
assets in securities of Canadian issuers and up to 50% of its assets in the
securities of other foreign issuers.

The Fund will normally invest at least 65% of its assets in fixed income
securities of below investment grade quality (commonly referred to as "junk
bonds").

LOOMIS SAYLES INTERMEDIATE MATURITY BOND FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

12
<PAGE>

The Fund seeks to achieve its objective by normally investing at least 90%
of its assets in fixed income securities of investment grade quality and to
maintain an average dollar weighted maturity of between three and ten years.
For purposes of the 90% test, a security will be treated as being of
investment grade quality if it is rated by at least one major rating agency in
one of its top four rating categories at the time of purchase or, if unrated,
is determined by Loomis Sayles to be of comparable quality. The Fund may also
invest up to 10% of its assets in fixed income securities of below investment
grade quality (commonly known as "junk bonds"). The fixed income securities in
which the Fund may invest include corporate securities, U.S. Government
Securities, commercial paper, zero coupon securities, mortgage-backed
securities, CMOs, asset-backed securities, when-issued securities, Rule 144A
securities, repurchase agreements and convertible securities. The Fund may
engage in options and futures transactions, repurchase transactions, foreign
currency hedging transactions, swap transactions, and securities lending. The
Fund may invest any portion of its assets in securities of Canadian issuers
and up to 20% of its assets in securities of other foreign issuers.

LOOMIS SAYLES INVESTMENT GRADE BOND FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

The Fund seeks to achieve its objective by normally investing at least 65%
of its assets in fixed income securities of investment grade quality. Up to
20% of the Fund's assets may be invested in preferred stocks. The Fund may
also invest up to 10% of its assets in fixed income securities of below
investment grade quality (commonly known as "junk bonds"). The fixed income
securities in which the Fund may invest include corporate securities, U.S.
Government Securities, commercial paper, zero coupon securities, mortgage-
backed securities, CMOs, asset-backed securities, when-issued securities, Rule
144A securities, repurchase agreements and convertible securities. The Fund
may engage in options and futures transactions, repurchase transactions,
foreign currency hedging transactions, swap transactions and securities
lending. The Fund may invest any portion of its assets in securities of
Canadian issuers and up to 20% of its assets in the securities of other
foreign issuers.

LOOMIS SAYLES MUNICIPAL BOND FUND

The Fund's investment objective is as high a level of current income exempt
from federal income tax as is consistent with the preservation of capital.

The Fund seeks to achieve its objective by normally investing substantially
all of its assets in securities the income from which is, in the opinion of
issuer's

13
<PAGE>

counsel at the time of issuance, exempt from federal income tax ("tax exempt
securities"). It is a fundamental policy of the Fund that, during periods of
normal market conditions, at least 80% of its net assets will be invested in
tax exempt securities. Normally, substantially all of its assets will be
invested in fixed income securities of investment grade quality (i.e.,
securities rated at the time of purchase by at least one of the major rating
agencies in its top four categories) or in unrated securities determined by
Loomis Sayles to be of comparable quality, and at least 65% of the Fund's
assets will be invested in bonds. The Fund may engage in options and futures
transactions.

The Fund may invest in "private activity bonds," which pay interest that,
although exempt from ordinary federal income taxes, may be subject to federal
or state alternative minimum taxes. The Fund's investments in private activity
bonds normally will not exceed 20% of its nets assets.

LOOMIS SAYLES SHORT-TERM BOND FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation with relatively low
fluctuation in net asset value.

The Fund seeks to achieve its objective by normally investing substantially
all of its assets in fixed income securities, although up to 20% of its assets
may be invested in non-convertible preferred stock. At least 65% of the Fund's
total assets will normally be invested in bonds with a remaining maturity of 5
years or less. The fixed income securities in which the Fund may invest
include corporate securities, U.S. Government Securities, commercial paper,
zero coupon securities, mortgage-backed securities, CMOs, asset-backed
securities, when-issued securities, Rule 144A securities, repurchase
agreements and convertible securities. The Fund may engage in options and
futures transactions, repurchase transactions, foreign currency hedging
transactions and swap transactions. The Fund may invest up to 20% of its
assets in securities of foreign issuers.

In an effort to minimize fluctuations in market value, the Fund is expected
to maintain an average dollar-weighted maturity of between one and three
years.

LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND

The Fund's investment objective is high total investment return through a
combination of current income and capital appreciation.

The Fund seeks to achieve its objective by investing substantially all its
assets in U.S. Government Securities, including CMOs, and in certificates
representing undivided interests in the interest or principal of U.S. Treasury

14
<PAGE>

securities. At least 65% of the Fund's total assets will normally be invested
in U.S. Government Securities.

ALL FUNDS

For temporary defensive purposes, each Fund may invest any portion of its
assets in fixed income securities, cash or any other securities deemed
appropriate by Loomis Sayles. Except for each Fund's investment objective, and
any investment policies that are identified as "fundamental," all of the
investment policies of each Fund may be changed without a vote of Fund
shareholders.

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS
AND RISK CONSIDERATIONS

DEBT AND OTHER FIXED INCOME SECURITIES

U.S. GOVERNMENT SECURITIES

15
<PAGE>

TAX EXEMPT SECURITIES

Issuers of tax exempt securities may make interest and principal payments
from money raised through a variety of sources, including (1) the issuer's
general taxing power, (2) a specific type of tax, such as a property tax, or
(3) a particular facility or project, such as a highway. The ability of an
issuer of tax exempt bonds to make these payments could be affected by
litigation, legislation or other political events, or the bankruptcy of the
issuer. The interest on tax exempt securities issued after August 15, 1986 is
retroactively taxable from the date of issuance if the issuer does not comply
with certain requirements concerning the use of bond proceeds and the
application of earnings on bond proceeds.

LOWER RATED FIXED INCOME SECURITIES

Each Fund (other than the Municipal Bond and U.S. Government Securities
Funds) may invest a portion of its assets in securities rated below investment
grade (commonly referred to as "junk bonds"). The Bond Fund may invest up

16
<PAGE>

to 35%, the Global Bond and Short-Term Bond Funds each may invest up to 20%,
the Investment Grade Bond and Intermediate Maturity Bond Funds each may invest
up to 10% and the High Yield Fund will normally invest at least 65% of its
assets in such securities. For purposes of the foregoing percentages, a
security will be treated as being of investment grade quality if at the time a
Fund acquires it at least one major rating agency has rated the security in
its top four rating categories (even if another such agency has issued a lower
rating), or if the security is unrated but Loomis Sayles determines it to be
of investment grade quality. Lower rated fixed income securities generally
provide higher yields, but are subject to greater credit and market risk, than
higher quality fixed income securities. Lower rated fixed income securities
are considered predominantly speculative with respect to the ability of the
issuer to meet principal and interest payments. Achievement of the investment
objective of a Fund investing in lower rated fixed income securities may be
more dependent on Loomis Sayles' own credit analysis than is the case with
higher quality bonds. The market for lower rated fixed income securities may
be more severely affected than some other financial markets by economic
recession or substantial interest rate increases, by changing public
perceptions of this market or by legislation that limits the ability of
certain categories of financial institutions to invest in these securities. In
addition, the secondary market may be less liquid for lower rated fixed income
securities. This lack of liquidity at certain times may affect the values of
these securities and may make the evaluation and sale of these securities more
difficult. Securities in the lowest rating categories may be in poor standing
or in default. Securities in the lowest investment grade category (BBB or Baa)
have some speculative characteristics.

For more information about the ratings services' descriptions of the various
rating categories, see Appendix A.

COMMON STOCKS AND OTHER EQUITY SECURITIES

ZERO COUPON SECURITIES

17
<PAGE>

though the Fund is not receiving the income in cash on a current basis. Thus
the Fund may have to sell other investments to obtain cash to make income
distributions at times when Loomis Sayles would not otherwise deem it
advisable to do so. The market value of zero coupon securities is often more
volatile than that of non-zero coupon fixed income securities of comparable
quality and maturity.

MORTGAGE-BACKED SECURITIES

Each Fund (except the Municipal Bond Fund) may invest in mortgage-backed
securities, such as GNMA or Federal National Mortgage Association
certificates, which differ from traditional debt securities. Among the major
differences are that interest and principal payments are made more frequently,
usually monthly, and that principal may be prepaid at any time because the
underlying mortgage loans generally may be prepaid at any time. As a result,
if a Fund purchases these assets at a premium, a faster-than-expected
prepayment rate will reduce yield to maturity, and a slower-than-expected
prepayment rate will increase yield to maturity. If a Fund purchases mortgage-
backed securities at a discount, faster-than-expected prepayments will
increase, and slower-than-expected prepayments will reduce, yield to maturity.
Prepayments, and resulting amounts available for reinvestment by the Fund, are
likely to be greater during a period of declining interest rates and, as a
result, are likely to be reinvested at lower interest rates. Accelerated
prepayments on securities purchased at a premium may result in a loss of
principal if the premium has not been fully amortized at the time of
prepayment. Although these securities will decrease in value as a result of
increases in interest rates generally, they are likely to appreciate less than
other fixed-income securities when interest rates decline because of the risk
of prepayments.

COLLATERALIZED MORTGAGE OBLIGATIONS

Each Fund (except the Municipal Bond Fund) may invest in CMOs. A CMO is a
security backed by a portfolio of mortgages or mortgage-backed securities held
under an indenture. CMOs may be issued either by U.S. Government
instrumentalities or by non-governmental entities. The issuer's obligation to
make interest and principal payments is secured by the underlying portfolio of
mortgages or mortgage-backed securities. CMOs are issued with a number of
classes or series which have different maturities and which may represent
interests in some or all of the interest or principal on the underlying
collateral or a combination thereof. CMOs of different classes are generally
retired in sequence as the underlying mortgage loans in the mortgage pool are
repaid. In the event of sufficient early prepayments on such mortgages, the
class or series of CMOs first to mature generally will be retired prior to its
maturity. As with other mortgage-backed securities, the early retirement of a
particular

18
<PAGE>

class or series of CMOs held by a Fund could involve the loss of any premium
the Fund paid when it acquired the investment and could result in the Fund's
reinvesting the proceeds at a lower interest rate than the retired CMO paid.
Because of the early retirement feature, CMOs may be more volatile than many
other fixed-income investments.

ASSET-BACKED SECURITIES

Each Fund (except the Municipal Bond and U.S. Government Securities Funds)
may invest in asset-backed securities. Through the use of trusts and special
purpose corporations, automobile and credit card receivables are securitized
in pass-through structures similar to mortgage pass-through structures or in a
pass-through structure similar to the CMO structure. Generally, the issuers of
asset-backed bonds, notes or pass-through certificates are special purpose
entities and do not have any significant assets other than the receivables
securing such obligations. In general, the collateral supporting asset-backed
securities is of shorter maturity than mortgage loans. Instruments backed by
pools of receivables are similar to mortgage-backed securities in that they
are subject to unscheduled prepayments of principal prior to maturity. When
the obligations are prepaid, the Fund will ordinarily reinvest the prepaid
amounts in securities the yields of which reflect interest rates prevailing at
the time. Therefore, a Fund's ability to maintain a portfolio that includes
high-yielding asset-backed securities will be adversely affected to the extent
that prepayments of principal must be reinvested in securities that have lower
yields than the prepaid obligations. Moreover, prepayments of securities
purchased at a premium could result in a realized loss.

WHEN-ISSUED SECURITIES

19
<PAGE>

will maintain liquid assets in a segregated account at its custodian bank in
an amount sufficient to satisfy these obligations.

RULE 144A SECURITIES

FOREIGN SECURITIES

Each Fund (except the Municipal Bond and U.S. Government Securities Funds)
may invest in securities of issuers organized or headquartered outside the
United States ("foreign securities"). The Short-Term Bond Fund will not
purchase a foreign security if, as a result, the Fund's holdings of foreign
securities would exceed 20% of the Fund's assets. Each of the Bond,
Intermediate Maturity Bond and Investment Grade Bond Funds may each invest any
portion of its assets in securities of Canadian issuers, but will not purchase
foreign securities other than those of Canadian issuers if, as a result, such
Fund's holdings of non-U.S. and non-Canadian securities would exceed 20% of
the Fund's assets. The High Yield Fund may invest any portion of its assets in
securities of Canadian issuers and up to 50% of its assets in the securities
of other foreign issuers.

Although investing in foreign securities may increase a Fund's
diversification and reduce portfolio volatility, foreign securities may
present risks not associated with investments in comparable securities of U.S.
issuers. There may be less information publicly available about a foreign
corporate or government issuer than about a U.S. issuer, and foreign corporate
issuers are not generally subject to accounting, auditing and financial
reporting standards and practices comparable to those in the United States.
The securities of some foreign issuers are less liquid and at times more
volatile than securities of comparable U.S. issuers. Foreign brokerage
commissions and securities custody costs are often higher than in the United
States. With respect to certain foreign countries, there is a possibility of
governmental expropriation of assets, confiscatory taxation, political or
financial instability and diplomatic developments that could affect the value
of investments in those countries. A Fund's receipt of interest on foreign
government securities may depend on the availability of tax or other revenues
to satisfy the issuer's obligations.

A Fund's investments in foreign securities may include investments in
countries whose economies or securities markets are not yet highly developed.

20
<PAGE>

Special considerations associated with these investments (in addition to the
considerations regarding foreign investments generally) may include, among
others, greater political uncertainties, an economy's dependence on revenues
from particular commodities or on international aid or development assistance,
currency transfer restrictions, highly limited numbers of potential buyers for
such securities and delays and disruptions in securities settlement
procedures.

FOREIGN CURRENCY HEDGING TRANSACTIONS

21
<PAGE>

might purchase or sell a foreign currency on a spot (that is, cash) basis at
the prevailing spot rate. If conditions warrant, the Funds may also enter into
private contracts to purchase or sell foreign currencies at a future date
("forward contracts"). The Funds might also purchase exchange-listed and over-
the-counter call and put options on foreign currencies. Over-the-counter
currency options are generally less liquid than exchange-listed options, and
will be treated as illiquid assets. The Funds may not be able to dispose of
over-the-counter options readily.

Foreign currency transactions involve costs and may result in losses. In
addition, each Fund's ability to engage in currency hedging transactions may
be limited by tax considerations.

SWAP TRANSACTIONS

The Funds may enter into interest rate or currency swaps. The Funds will
enter into these transactions primarily to preserve a return or spread on a
particular investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities a Fund anticipates purchasing at a later
date. Interest rate swaps involve the exchange by a Fund with another party of
their respective commitments to pay or receive interest (for example, an
exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal). A currency swap is an agreement to exchange
cash flows on a notional amount based on changes in the relative values of the
specified currencies. The Fund will maintain liquid assets in a segregated
custodial account to cover its current obligations under swap agreements.
Because swap agreements are not exchange-traded, but are private contracts
into which the Fund and a swap counterparty enter as principals, the Fund may
experience a loss or delay in recovering assets if the counter party were to
default on its obligations.

OPTIONS AND FUTURES TRANSACTIONS

The Funds (except the U.S. Government Securities Fund) may buy, sell or
write options on securities, securities indexes, currencies or futures
contracts and may buy and sell futures contracts on securities, securities
indexes or currencies. The Funds may engage in these transactions either for
the purpose of enhancing investment return, or to hedge against changes in the
value of other assets that the Funds own or intend to acquire. Options and
futures fall into the broad category of financial instruments known as
"derivatives" and involve special risks. Use of options or futures for other
than hedging purposes may be considered a speculative activity, involving
greater risks than are involved in hedging.

22
<PAGE>

23
<PAGE>

In the case of options that are not traded on an exchange ("over-the-counter"
options), a Fund is at risk that the other party to the transaction will
default on its obligations, or will not permit a Fund to terminate the
transaction before its scheduled maturity. As a result of these
characteristics, each Fund will treat most over-the-counter options (and the
assets it segregates to cover its obligations thereunder) as illiquid.

REPURCHASE AGREEMENTS

Each Fund may invest in repurchase agreements. In repurchase agreements, a
Fund buys securities from a seller, usually a bank or brokerage firm, with the
understanding that the seller will repurchase the securities at a higher price
at a later date. Such transactions afford an opportunity for a Fund to earn a
return on available cash at minimal market risk, although the Fund may be
subject to various delays and risks of loss if the seller is unable to meet
its obligations to repurchase.

SECURITIES LENDING

24
<PAGE>

THE FUNDS' INVESTMENT ADVISER

As of March 3, 1997, Loomis Sayles Employees' Profit Sharing Plan owned 87%
of the Intermediate Maturity Bond Fund and the Loomis-Sayles Funded Pension
Plan owned 28% and 38% of the Global Bond Fund and U.S. Government Securities
Fund, respectively. As of March 3, 1997, Loomis Sayles owned 64% of the
Investment Grade Bond Fund. Each of these shareholders may be deemed to
control the relevant Fund.

Daniel J. Fuss, President of the Trust and Executive Vice President of
Loomis Sayles, has served as the portfolio manager of the Bond Fund since its
commencement of investment operations in 1991, as the portfolio manager of the
High Yield Fund since its commencement of investment operations in 1996, and
as the portfolio manager of the Investment Grade Bond Fund since its
commencement of investment operations in 1997. Kathleen C. Gaffney has served
as associate portfolio manager of the High Yield Fund since its commencement
of investment operations in 1996. E. John deBeer, Vice President of the Trust
and of Loomis Sayles, has served as the portfolio manager of the Global Bond
Fund since its commencement of investment operations in 1991. Anthony J.
Wilkins, Vice President of the Trust and of Loomis Sayles, has served as the
portfolio manager of the Intermediate Maturity Bond Fund since its
commencement of investment operations in 1997. Martha F. Hodgman, Vice
President of the Trust and of Loomis Sayles, has served as the portfolio
manager of the Municipal Bond Fund since May 1993. John Hyll, Vice President
of the Trust and of Loomis Sayles, has served as the portfolio manager of the
Short-Term Bond Fund since its commencement of investment operations in 1992.
Kent P. Newmark, Vice President of the Trust and of Loomis Sayles, has served
as the portfolio manager of the U.S. Government Securities Fund since its
commencement of investment operations in 1991. Each of the foregoing has been
employed by Loomis Sayles for at least five years.

25
<PAGE>

FUND EXPENSES

Each Fund pays Loomis Sayles a monthly investment advisory fee at the
following annual percentage rates of the Fund's average daily net assets:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Bond.................................................................... .60%
Global Bond............................................................. .60%
High Yield.............................................................. .60%
Intermediate Maturity Bond.............................................. .40%
Investment Grade Bond................................................... .40%
Municipal Bond.......................................................... .40%
Short-Term Bond......................................................... .25%
U.S. Government Securities.............................................. .40%
</TABLE>

In addition to the investment advisory fee, each Fund pays all expenses not
expressly assumed by Loomis Sayles, including taxes, brokerage commissions,
fees and expenses of the registering or qualifying the Fund's shares under
federal and state securities laws, fees of the Fund's custodian, transfer
agent, independent accountants and legal counsel, expenses of shareholders'
and trustees' meetings, expenses of preparing, printing and mailing
prospectuses to existing shareholders and fees of trustees who are not
directors, officers or employees of Loomis Sayles or its affiliated companies.

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 annual operating expenses of the Institutional Class shares
of each Fund to the following annual percentage rate of the Fund's average net
assets:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Bond.................................................................... .75%
Global Bond............................................................. .90%
High Yield.............................................................. .75%
Intermediate Maturity Bond.............................................. .55%
Investment Grade Bond................................................... .55%
Municipal Bond.......................................................... .60%
Short-Term Bond......................................................... .50%
U.S. Government Securities.............................................. .60%
</TABLE>

Loomis Sayles may change or terminate these voluntary arrangements at any
time, but the Funds' Prospectus would be supplemented to describe the change.

Loomis Sayles may pay certain broker-dealers and financial intermediaries
whose customers own shares of the Funds a continuing fee in an amount of up

26
<PAGE>

to .25% annually of the value of Fund shares held for those customers'
accounts. These fees are paid by Loomis Sayles out of its own assets and are
not assessed against the Funds.

PORTFOLIO TRANSACTIONS

Portfolio turnover considerations will not limit Loomis Sayles' investment
discretion in managing the Funds' assets. The Funds anticipate that their
portfolio turnover rates will vary significantly from time to time depending
on the volatility of economic and market conditions. High portfolio turnover
may involve higher costs and higher levels of taxable gains. Although it is
not possible to predict the portfolio turnover rate with certainty, Loomis
Sayles does not expect the portfolio turnover rate of the High Yield,
Intermediate Maturity Bond and Investment Grade Bond Funds to exceed 60%,
100%, and 60%, respectively.

HOW TO PURCHASE SHARES

An investor may make an initial purchase of shares of any Fund by submitting
a completed application form and payment to:

Boston Financial Data Services
P.O. Box 8314
Boston, Massachusetts 02266-8314
Attn: Loomis Sayles Funds

The minimum initial investment for the Institutional Class of each Fund's
shares is $1 million in that Fund. However, this minimum investment does not
apply to shareholders of any Fund (or any other fund that is a series of
Loomis Sayles Funds) who have an account that has been in continuous existence
since December 31, 1996 ("Original Shareholders"). Original Shareholders may
open an Institutional Class account in another Fund with no minimum investment
if they purchase shares of the other Fund by exchanging Institutional Class
shares of a Fund (or any other fund that is a series of Loomis Sayles Funds)
in which they already own shares. Original Shareholders who hold their
accounts through financial intermediaries may avoid minimum investment
requirements only through this method. Original Shareholders whose accounts
are held directly with Boston Financial Data Services, Inc. ("BFDS"), the
shareholder servicing agent for State Street Bank and Trust Company ("State
Street Bank"), may also open an Institutional Class account in a new Fund by
investing a minimum of $2,500. For additional information regarding the
eligibility of Original Shareholders to purchase Institutional Class shares,
call the Distributor toll-free at 800-633-3330. A $2,500 minimum investment
also applies to the current and retired trustees of the Trust, investment
advisory clients of Loomis Sayles (and their directors, officers and
employees), and current and retired employees of

27
<PAGE>

Loomis Sayles and the parents, spouses and children of the foregoing. The
minimum investment may be waived by Loomis Sayles in its sole discretion and
will be waived for any new shareholder in the Loomis Sayles Funds who
initially invests less than $1 million but signs a letter of intent stating
the shareholder's intention to bring his or her balance to $1 million within
six months of the initial purchase. Loomis Sayles reserves the right to
redeem, at net asset value, the accounts of shareholders that have signed a
letter of intent but fail to meet the minimum investment within the specified
time. Subsequent investments must be at least $50.

Shares of any Fund may be purchased by (i) cash, (ii) exchanging
Institutional Class shares of any Fund (or any other series of Loomis Sayles
Funds), (iii) exchanging securities on deposit with a custodian acceptable to
Loomis Sayles or (iv) a combination of such securities and cash. Loomis Sayles
will not approve the acceptance of securities in exchange for shares of any
Fund unless (1) Loomis Sayles, in its sole discretion, believes the securities
are appropriate investments for the Fund; (2) the investor represents and
agrees that all securities offered to the Fund can be resold by the Fund
without restriction under the Securities Act of 1933, as amended (the
"Securities Act") or otherwise; and (3) the securities are eligible to be
acquired under the Fund's investment policies and restrictions. No investor
owning 5% or more of a Fund's shares may purchase additional shares of that
Fund by exchange of securities.

In all cases Loomis Sayles reserves the right to reject any securities that
are proposed for exchange. Securities accepted by Loomis Sayles in exchange
for Fund shares will be valued in the same manner as the Fund's assets as
described below as of the time of the Fund's next determination of net asset
value after such acceptance. All dividends and subscription or other rights
which are reflected in the market price of accepted securities at the time of
valuation become the property of the Fund and must be delivered to the Fund
upon receipt by the investor from the issuer. A gain or loss for federal
income tax purposes would be realized upon the exchange by an investor that is
subject to federal income taxation, depending upon the investor's basis in the
securities tendered. An investor who wishes to purchase shares by exchanging
securities should obtain instructions by calling 800-633-3330.

Upon acceptance of an investor's order, BFDS opens an account, applies the
payment to the purchase of full and fractional Fund shares and mails a
statement of the account confirming the transaction.

28
<PAGE>

Each Fund, except for the Municipal Bond Fund and U.S. Government Securities
Funds, also offers an Retail Class of shares that has a $250,000 minimum
investment for certain categories of investors and bears higher expenses.
Because of its lower expenses, the Institutional Class of shares of each Fund
is expected to have a higher total return than the Retail Class of shares.

29
<PAGE>

SHAREHOLDER SERVICES

FREE EXCHANGE PRIVILEGE. Institutional Class shares of any Fund may be
exchanged for Institutional Class shares of any other Fund (or any other fund
that is a series of Loomis Sayles Funds and that offers Institutional Class
shares) or for shares of certain money market funds advised by New England
Funds Management, L.P., an affiliate of Loomis Sayles. Exchanges may be made
by written instructions or by telephone, unless an investor elected on the
application to decline telephone exchange privileges. The exchange privilege
should not be viewed as a means for taking advantage of short-term swings in
the market, and the Funds reserve the right to terminate or limit the
privilege of any shareholder who makes more than four exchanges in any
calendar year. The Funds may terminate or change the terms of the exchange
privilege at any time, upon 60 days' notice to shareholders. Exchanges of
shares of the High Yield Fund purchased within one year before such exchanges
will be subject to a redemption fee of 2.00% of the amount exchanged. For
purposes of determining whether a redemption fee is payable with respect to
shares of the High Yield Fund purchased by exchange of shares of another Fund,
the one-year period shall be deemed to begin on the date of such purchase by
exchange.

RETIREMENT PLANS. The Funds' Institutional Class shares of the Funds may be
purchased by all types of tax-deferred retirement plans. Loomis Sayles makes
available retirement plan forms for IRAs.

SYSTEMATIC WITHDRAWAL PLAN. If the value of an account is at least $25,000,
an investor may have periodic cash withdrawals automatically paid to the
investor or any person designated by the investor.

AUTOMATIC INVESTMENT PLAN. Voluntary monthly investments of at least $50 may
be made automatically by pre-authorized withdrawals from an investor's
checking account.

30
<PAGE>

HOW TO REDEEM SHARES

The written request must include the name of the Fund, the account number,
the exact name(s) in which the shares are registered, and the number of shares
or the dollar amount to be redeemed. All owners of the shares must sign the
request in the exact names in which the shares are registered (this appears on
an investor's confirmation statement) and should indicate any special capacity
in which they are signing (such as trustee or custodian or on behalf of a
partnership, corporation or other entity). Shareholders requesting that
redemption proceeds be wired to their bank accounts must provide specific wire
instructions.

If (1) an investor is redeeming shares worth more than $50,000, (2) an
investor is requesting that the proceeds check be made out to someone other
than the registered owners or be sent to an address other than the record
address, (3) the account registration has changed within the last 30 days or
(4) an investor is instructing us to wire the proceeds to a bank account not
designated on the application, the investor must have his or her signature
guaranteed by an eligible guarantor. Eligible guarantors include commercial
banks, trust companies, savings associations, credit unions and brokerage
firms that are members of domestic securities exchanges. Before submitting the
redemption request, an investor should verify with the guarantor institution
that it is an eligible guarantor. Signature guarantees by notaries public are
not acceptable.

31
<PAGE>

If an investor decides to change the bank account to which proceeds are to
be wired, the investor must send in this change on the Service Options Form
with a signature guarantee. Telephonic redemptions may only be made if the
investor's bank is a member of the Federal Reserve System or has a
correspondent bank that is a member of the System. Unless an investor
indicates otherwise on the account application, BFDS will be authorized to act
upon redemption and exchange instructions received by telephone from the
investor or any person claiming to act as the investor's representative who
can provide BFDS with the investor's account registration and address as it
appears on the records of State Street Bank. BFDS will employ these or other
reasonable procedures to confirm that instructions communicated by telephone
are genuine; the Fund, State Street Bank, BFDS, the Distributor and Loomis
Sayles will not be liable for any losses due to unauthorized or fraudulent
instructions if these or other reasonable procedures are followed. For
information, consult BFDS. In times of heavy market activity, an investor who
encounters difficulty in placing a redemption or exchange order by telephone
may wish to place the order by mail as described above.

Proceeds resulting from a written redemption request will normally be mailed
to an investor within seven days after receipt of the investor's request in
good order. Telephonic redemption proceeds will normally be wired to an
investor's bank on the first business day following receipt of a proper
redemption request. If an investor purchased shares by check and the check was
deposited less than 15 days prior to the redemption request, the Fund may
withhold redemption proceeds until the check has cleared.

Loomis Sayles may pay certain broker-dealers and financial intermediaries
whose customers own shares of the Funds a continuing fee in an amount of up to
0.25% annually of the value of Fund shares held for those customers'

32
<PAGE>

accounts. These fees are paid by Loomis Sayles out of its own assets and are
not assessed against the customers' accounts with the Funds.

CALCULATION OF PERFORMANCE INFORMATION

Yield is based on the price of the shares but does not reflect any
redemption fee in the case of the High Yield Fund.

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES

The Bond, High Yield, U.S. Government Securities, Investment Grade Bond, and
Intermediate Maturity Bond Funds declare and pay dividends quarterly; the
Global Bond Fund declares and pays its net investment income to shareholders
as dividends annually; the Municipal Bond and Short-Term Bond Funds declare
dividends daily and makes payments monthly. Each Fund also distributes all of
its net capital gains realized from the sale of portfolio securities. Any
capital gain distributions are normally made annually, but may, to the extent
permitted by law, be made more frequently as deemed advisable by the trustees
of the Trust. The Trust's trustees may change the frequency with which the
Funds declare or pay dividends.

Dividends and capital gain distributions will automatically be reinvested in
additional shares of the same Fund on the record date unless an investor has
elected to receive cash.

33
<PAGE>

Each Fund intends to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended. As such, so long as a Fund
distributes substantially all its net investment income and net capital gains
to its shareholders, the Fund itself does not pay any federal income tax to
the extent such income and gains are so distributed.

Except in the case of income dividends from tax exempt bond interest paid by
the Municipal Bond Fund (see below), an investor's income dividends and short-
term capital gain distributions are taxable as ordinary income whether
distributed in cash or additional shares. Long-term capital gain distributions
from all Funds are taxable as long-term capital gains whether distributed in
cash or additional shares and regardless of how long an investor has owned
shares of the Fund.

Each Fund (except the Municipal Bond Fund in the case of designated exempt-
interest dividends, as described below) is required to withhold 31% of any
redemption proceeds (including the value of shares exchanged) and all income
dividends and capital gain distributions it pays (1) if an investor does not
provide a correct, certified taxpayer identification number, (2) if the Fund
is notified that an investor has underreported income in the past, or (3) if
an investor fails to certify to the Fund that he or she is not subject to such
withholding.

Dividends derived from interest on U.S. Government Securities may be exempt
from state and local taxes.

MUNICIPAL BOND FUND

Certain designated dividends paid by the Municipal Bond Fund that are
derived from interest on tax exempt bonds ("exempt-interest dividends") may be
excluded from gross income on federal tax returns. However, if an investor
receives social security or railroad retirement benefits, the investor may be
taxed on a portion of those benefits as a result of receiving tax exempt
income. Also, tax exempt income may be taken into account for the federal
alternative minimum tax.

Other dividends and short term capital gains, if any, are taxable to the
investor as ordinary income whether received in cash or additional shares.
Distributions of long-term capital gains are taxable as long-term capital
gains

34
<PAGE>

whether distributed in cash or additional shares, regardless of how long an
investor has held the shares.

If at least 95% of the Fund's dividends are designated as exempt-interest
dividends, federal back-up withholding rules do not apply with respect to such
dividends.

The federal exemption for exempt-interest dividends does not result in
exemption from state and local taxes. Distributions of exempt-interest
dividends may be exempt from local and state taxation to the extent they are
derived from the state or locality in which the investor resides. The Fund
will report annually on a state-by-state basis the source of income the Fund
received on tax exempt bonds that was paid out as dividends during the
preceding year.

NOTE: The foregoing summarizes certain tax consequences of investing in the
Funds. Before investing, an investor should consult his or her own
tax adviser for more information concerning the federal, state and
local tax consequences of investing in, redeeming or exchanging Fund
shares.

35
<PAGE>

APPENDIX A

DESCRIPTION OF BOND RATINGS ASSIGNED BY
STANDARD & POOR'S AND
MOODY'S INVESTORS SERVICE, INC.

STANDARD & POOR'S

AAA

This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay interest and
repay principal.

Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

BBB

BB, B, CCC, CC

36
<PAGE>

The rating C is reserved for income bonds on which no interest is being
paid.

Bonds rated D are in default, and payment of interest and/or repayment of
principal is in arrears.

Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

MOODY'S INVESTORS SERVICE, INC.

Aaa

37
<PAGE>

Baa

Caa

Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

38
<PAGE>

Should no rating be assigned by Moody's, the reason may be one of the
following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities that are not rated
as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed in which case the rating is not published
in Moody's publications.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the
symbols Aa1, A1, Baa1, Ba1 and B1.

39
<PAGE>

INVESTMENT ADVISER Loomis, Sayles &
Company, L.P. One Financial Center Boston,
Massachusetts 02111

DISTRIBUTOR Loomis Sayles Distributors,
L.P. One Financial Center Boston,
Massachusetts 02111

TRANSFER AND DIVIDEND PAYING AGENT AND
CUSTODIAN OF ASSETS State Street Bank and
Trust Company Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT FOR STATE
STREET BANK AND TRUST COMPANY Boston
Financial Data Services, Inc. P.O. Box 8314
Boston, Massachusetts 02266

LEGAL COUNSEL Ropes & Gray One
International Place Boston, Massachusetts
02110

INDEPENDENT ACCOUNTANTS Coopers & Lybrand
L.L.P. One Post Office Square Boston,
Massachusetts 02109

[LOGO OF LOOMIS SAYLES FUNDS APPEARS HERE]
<PAGE>

[LOGO OF LOOMIS SAYLES FUNDS(TM) APPEARS HERE]
<PAGE>

[LOGO OF LOOMIS SAYLES APPEARS HERE]

EQUITY FUNDS INSTITUTIONAL CLASS

PROSPECTUS
APRIL 1, 1997
<PAGE>

[LOGO OF LOOOMIS SAYLES APPEARS HERE]

One Financial Center . Boston, Massachusetts 02111 . (617) 482-2450

THE LOOMIS SAYLES FUNDS--EQUITY FUNDS

INSTITUTIONAL CLASS SHARES OF:

LOOMIS SAYLES CORE VALUE FUND (FORMERLY, LOOMIS SAYLES GROWTH & INCOME
FUND)
LOOMIS SAYLES GROWTH FUND
LOOMIS SAYLES INTERNATIONAL EQUITY FUND
LOOMIS SAYLES MID-CAP GROWTH FUND
LOOMIS SAYLES MID-CAP VALUE FUND
LOOMIS SAYLES SMALL CAP GROWTH FUND
LOOMIS SAYLES SMALL CAP VALUE FUND (FORMERLY, LOOMIS SAYLES SMALL CAP
FUND)
LOOMIS SAYLES STRATEGIC VALUE FUND
LOOMIS SAYLES WORLDWIDE FUND

<PAGE>

PROSPECTUS APRIL 1, 1997

THE LOOMIS SAYLES FUNDS--EQUITY FUNDS

Loomis Sayles Core Value Fund, (formerly, Loomis Sayles Growth & Income
Fund) Loomis Sayles Growth Fund, Loomis Sayles International Equity Fund, Loo-
mis Sayles Mid-Cap Growth Fund, Loomis Sayles Mid-Cap Value Fund, Loomis
Sayles Small Cap Growth Fund, Loomis Sayles Small Cap Value Fund (formerly,
Loomis Sayles Small Cap Fund), Loomis Sayles Strategic Value Fund, and Loomis
Sayles Worldwide Fund (the "Funds" and each a "Fund"), each a series of Loomis
Sayles Funds, are separately managed, no-load mutual funds and each Fund has
its own investment objective and policies. Loomis, Sayles & Company, L.P.
("Loomis Sayles") is the investment adviser of each Fund.

The Funds offer two classes of shares: an Institutional Class that is de-
scribed in this Prospectus and a Retail Class, with a lower minimum investment
for certain categories of investors and bearing higher expenses, that is de-
scribed in a separate prospectus. This Prospectus concisely describes the in-
formation that an investor should know before investing in the Institutional
Class shares of any Fund. Please read it carefully and keep it for future ref-
erence. A Statement of Additional Information dated April 1, 1997, is avail-
able free of charge; write to Loomis Sayles Distributors, L.P. (the "Distribu-
tor"), One Financial Center, Boston, Massachusetts 02111 or telephone 800-633-
3330. The Statement of Additional Information, which contains more detailed
information about the Funds, has been filed with the Securities and Exchange
Commission (the "SEC") and is incorporated by reference into this Prospectus.
To obtain more information about the Retail Class of shares, please call the
Distributor toll-free at 800-633-3330 or contact your financial intermediary.

For information about: For all other information about
. Establishing an account the Funds:
. Account procedures and status CALL 800-633-3330
. Exchanges
. Shareholder services
CALL 800-626-9390

1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF EXPENSES....................................................... 3
FINANCIAL HIGHLIGHTS...................................................... 5
THE TRUST................................................................. 10
INVESTMENT OBJECTIVES AND POLICIES........................................ 11
MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS AND RISK CONSIDERATIONS..... 13
THE FUNDS' INVESTMENT ADVISER............................................. 19
FUND EXPENSES............................................................. 21
PORTFOLIO TRANSACTIONS.................................................... 22
HOW TO PURCHASE SHARES.................................................... 22
SHAREHOLDER SERVICES...................................................... 25
HOW TO REDEEM SHARES...................................................... 25
CALCULATION OF PERFORMANCE INFORMATION.................................... 27
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES........................... 27
</TABLE>

2
<PAGE>

SUMMARY OF EXPENSES

The following information is provided as an aid in understanding the various
expenses that an investor in a Fund will bear indirectly. Except in the case
of the Mid-Cap Growth, Mid-Cap Value, Small Cap Growth, Strategic Value, and
Worldwide Funds, the information is based on expenses for the Funds' fiscal
year ended December 31, 1996. The Worldwide Fund did not commence investment
operations until May 1, 1996 and the Mid-Cap Growth, Mid-Cap Value, Small Cap
Growth, and Strategic Value Funds did not commence investment operations until
January 2, 1997. The information about each shown below is based on projected
expenses for the 1997 fiscal year. The information below should not be
considered a representation of past or future expenses, as actual expenses may
be greater or less than those shown. Also, the 5% annual return assumed in the
Example should not be considered a representation of investment performance,
as actual performance will vary.

<TABLE>
<CAPTION>
CORE INTERNATIONAL MID-CAP MID-CAP
VALUE GROWTH EQUITY GROWTH VALUE
FUND FUND FUND FUND FUND
----- ------ ------------- ------- -------
<S> <C> <C> <C> <C> <C>
Shareholder Transaction
Expenses:
Maximum Sales Load
Imposed on Purchases (as
% of offering price).... none none none none none
Maximum Sales Load
Imposed on Reinvested
Dividends (as % of
offering price)......... none none none none none
Maximum Deferred Sales
Load (as % of original
purchase price or
redemption proceeds).... none none none none none
Redemption Fees/1/....... none none none none none
Exchange Fees............ none none none none none
Annual Operating Expenses
(as a percentage of net
assets):
Management Fees.......... .50%/2/ .50%/2/ .75%/2/ .75% .75%
12b-1 Fees............... none none none none none
Other Operating Expenses
(after expense
reimbursements where
indicated).............. .35%/3/ .35% .25%/3/ .25%/4/ .25%/4/
Total Operating Expenses
(after expense
reimbursements where
indicated).............. .85%/3/ .85% 1.00%/3/ 1.00%/4/ 1.00%/4/
Example/5/:
An investor would pay the
following expenses on a
$1,000 investment
assuming a 5% annual
return (with or without a
redemption at the end of
each time period):
One Year................. $ 9 $ 9 $ 10 $ 10 $ 10
Three Years.............. $ 27 $ 27 $ 32 $ 32 $ 32
Five Years............... $ 47 $ 47 $ 55
Ten Years................ $105 $105 $122
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
SMALL SMALL STRATEGIC
CAP GROWTH CAP VALUE VALUE WORLDWIDE
FUND FUND FUND FUND
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Sales Load Imposed on
Purchases
(as % of offering price).......... none none none none
Maximum Sales Load Imposed on
Reinvested Dividends (as % of
offering price)................... none none none none
Maximum Deferred Sales Load (as %
of original purchase price or
redemption proceeds).............. none none none none
Redemption Fees/1/................. none none none none
Exchange Fees...................... none none none none
Annual Operating Expenses (as a
percentage of
net assets):
Management Fees.................... .75% .75%/2/ .50% .75%
12b-1 Fees......................... none none none none
Other Operating Expenses (after
expense reimbursements where
indicated)........................ .25%/4/ .19% .50%/4/ .25%/4/
Total Operating Expenses (after
expense reimbursements where
indicated)........................ 1.00%/4/ .94% 1.00%/4/ 1.00%/4/
Example/5/:
An investor would pay the following
expenses on a $1,000 investment
assuming a 5% annual return (with
or without a redemption at the end
of each time period):
One Year........................... $ 10 $ 10 $ 10 $ 10
Three Years........................ $ 32 $ 30 $ 32 $ 32
Five Years......................... $ 52
Ten Years.......................... $115
</TABLE>
- -----------
/1/A $5 charge applies to any wire transfer of redemption proceeds from any
Fund.
/2/The management fees shown have been restated to reflect a reduction
effective January 1, 1997 in the management fees payable to Loomis Sayles.
Actual management fees and Total Operating Expenses for the year ended
December 31, 1996 were 0.75% and 1.13%, respectively, for the Core Value
Fund, 0.75% and 1.10%, respectively, for the Growth Fund, 1.00% and 1.42%,
respectively, for the International Equity Fund and 1.00% and 1.19%,
respectively, for the Small Cap Value Fund.

/3/Loomis Sayles has voluntarily agreed, for an indefinite period, to limit the
Total Operating Expenses of the Core Value and International Equity Funds to
the percentages of net assets shown in the table, and to limit the Total
Operating Expenses of the Growth and Small Cap Value Funds to 0.85% and
1.00% of net assets, respectively. Without this agreement, Other Operating
Expenses and Total Operating Expenses would have been .38% and .88%,
respectively, for the Core Value Fund, and .42% and 1.17%, respectively, for
the International Equity Fund. Other Operating Expenses and Total Operating
Expenses for the Growth Fund and the Small Cap Value Fund were unaffected by
this Agreement.
/4/Other Operating Expenses is based on estimated amounts for the 1997 fiscal
year after giving effect to voluntary expense reimbursements. Loomis Sayles
has voluntarily agreed, for an indefinite period, to limit these Funds'
Total Operating Expenses to the percentages of net assets shown in the
table. Without this agreement, estimated Other Operating Expenses and Total
Operating Expenses would be 1.24% and 1.99%, respectively, for the Mid-Cap
Growth Fund, 0.68% and 1.43%, respectively, for the Mid-Cap Value Fund,
0.36% and 1.11%, respectively, for the Small Cap Growth Fund, 1.00% and
1.50%, respectively, for the Strategic Value Fund and 1.80% and 2.55%,
respectively, for the Worldwide Fund.
/5/Under SEC rules, new funds are required to show expenses for the one- and
three-year periods only.

4
<PAGE>

FINANCIAL HIGHLIGHTS
(FOR AN INSTITUTIONAL CLASS SHARE OF EACH INDICATED FUND OUTSTANDING
THROUGHOUT THE INDICATED PERIODS)

The following information is included in financial statements of the Funds
that have been audited by Coopers & Lybrand L.L.P., independent accountants.
The following information should be read in conjunction with the financial
statements and the notes thereto contained in the Funds' 1996 Annual Report,
which is incorporated by reference in this Prospectus and the Statement of
Additional Information. The Mid-Cap Growth, Mid-Cap Value, Small Cap Growth
and Strategic Value Funds had not commenced investment operations as of
December 31, 1996.
<TABLE>
<CAPTION>
CORE VALUE FUND
----------------------------------------------------
MAY 13*
YEAR ENDED DEC. 31, TO
------------------------------------------- DEC. 31
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 14.57 $ 11.80 $ 12.49 $ 11.53 $ 10.54 $10.00
------- ------- ------- ------- ------- ------
Income from investment
operations--
Net investment income
(loss)................. 0.22 0.23 0.15 0.13 0.13 0.12
Net realized and
unrealized gain (loss)
on investments........ 2.83 3.93 (0.26) 1.24 1.36 0.59
------- ------- ------- ------- ------- ------
Total from investment
operations............ 3.05 4.16 (0.11) 1.37 1.49 0.71
------- ------- ------- ------- ------- ------
Less distributions--
Dividends from net
investment income..... (0.22) (0.23) (0.15) (0.12) (0.13) (0.12)
Distributions from net
realized capital
gains................. (1.80) (1.16) (0.43) (0.29) (0.37) (0.05)
------- ------- ------- ------- ------- ------
Total distributions.... (2.02) (1.39) (0.58) (0.41) (0.50) (0.17)
------- ------- ------- ------- ------- ------
Net asset value, end of
period................. $ 15.60 $ 14.57 $ 11.80 $ 12.49 $ 11.53 $10.54
======= ======= ======= ======= ======= ======
Total return (%)........ 21.2 35.2 (0.9) 11.9 14.1 7.2
Net assets, end of
period (000)........... $43,715 $36,465 $25,946 $20,657 $12,279 $7,689
Ratio of operating
expenses to average net
assets(%).............. 1.13 1.20 1.33 1.50 1.50 1.50**
Ratio of net investment
income to average net
assets(%).............. 1.44 1.61 1.28 1.23 1.42 2.09**
Portfolio turnover
rate(%)................ 58 60 48 53 67 27**
Average commission
rate***................ $0.0583 -- -- -- -- --
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average
net assets would have
been(%)............... 1.13 1.20 1.33 1.56 2.19 2.59**
Net investment income
per share would have
been.................. $ 0.22 $ 0.23 $ 0.15 $ 0.12 $ 0.07 $ 0.06
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades upon
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.

5
<PAGE>

<TABLE>
<CAPTION>
GROWTH FUND
-----------------------------------------------------
MAY 16*
YEAR ENDED DEC. 31, TO
------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 15.27 $ 12.50 $ 13.02 $ 12.46 $ 12.01 $ 10.00
------- ------- ------- ------- ------- -------
Income from investment
operations--
Net investment income
(loss)................ (0.07) (0.00) (0.02) 0.00 (0.04) 0.00
Net realized and
unrealized gain (loss)
on investments........ 3.08 3.86 (0.45) 1.16 0.49 2.45
------- ------- ------- ------- ------- -------
Total from investment
operations............ 3.01 3.86 (0.47) 1.16 0.45 2.45
------- ------- ------- ------- ------- -------
Less distributions--
Distributions from net
realized
capital gains......... (4.84) (1.09) (0.04) (0.60) 0.00 (0.44)
Distributions from
capital............... 0.00 0.00 (0.01) 0.00 0.00 0.00
------- ------- ------- ------- ------- -------
Total distributions.... (4.84) (1.09) (0.05) (0.60) 0.00 (0.44)
------- ------- ------- ------- ------- -------
Net asset value, end of
period................. $ 13.44 $ 15.27 $ 12.50 $ 13.02 $ 12.46 $ 12.01
======= ======= ======= ======= ======= =======
Total return (%)........ 19.9 30.9 (3.7) 9.3 3.8 24.5
Net assets, end of
period (000)........... $39,497 $45,011 $36,580 $32,385 $24,451 $16,105
Ratio of operating
expenses to average
net assets (%)......... 1.10 1.08 1.16 1.20 1.50 1.50**
Ratio of net investment
income to average net
assets (%)............. (0.47) (0.29) (0.14) (0.17) (0.45) 0.01**
Portfolio turnover rate
(%).................... 99 48 46 64 98 69**
Average commission
rate***................ $0.0600 -- -- -- -- --
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average
net assets would have
been (%).............. 1.10 1.08 1.16 1.20 1.51 1.66**
Net investment income
per share would have
been.................. $ (0.07) $ 0.00 $ (0.02) $ 0.00 $ (0.04) $ (0.01)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades upon
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.

6
<PAGE>

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND
------------------------------------------------------
MAY 10*
YEAR ENDED DEC. 31, TO
-------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
-------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 11.65 $ 11.61 $ 12.90 $ 9.64 $ 10.27 $10.00
-------- ------- ------- ------- ------- ------
Income from investment
operations--
Net investment income
(loss)................. 0.12 0.14 0.15 0.11 0.10 0.08
Net realized and
unrealized gain (loss)
on investments......... 2.01 0.87 (0.38) 3.61 (0.62) 0.29
-------- ------- ------- ------- ------- ------
Total from investment
operations............ 2.13 1.01 (0.23) 3.72 (0.52) 0.37
-------- ------- ------- ------- ------- ------
Less distributions--
Dividends from net
investment income..... (0.09) (0.14) (0.14) (0.10) (0.10) (0.08)
Distributions from net
realized capital
gains................. (0.53) (0.83) (0.92) (0.36) (0.01) 0.00
Distributions from
capital............... 0.00 0.00 0.00 0.00 0.00 (0.02)
-------- ------- ------- ------- ------- ------
Total distributions.... (0.62) (0.97) (1.06) (0.46) (0.11) (0.10)
-------- ------- ------- ------- ------- ------
Net asset value, end of
period................ $ 13.16 $ 11.65 $ 11.61 $ 12.90 $ 9.64 $10.27
======== ======= ======= ======= ======= ======
Total return (%)........ 18.3 8.7 (1.8) 38.5 (5.1) 3.7
Net assets, end of
period (000)........... $ 90,662 $79,488 $73,189 $56,560 $14,937 $6,916
Ratio of operating
expenses to average net
assets (%)............. 1.42 1.45 1.46 1.50 1.50 1.50**
Ratio of net investment
income to average net
assets (%)............. 0.96 1.16 1.30 1.20 1.64 1.55**
Portfolio turnover rate
(%).................... 151 133 116 128 101 109**
Average commission
rate***................ $ 0.0013 -- -- -- -- --
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average
net assets would have
been (%).............. 1.42 1.45 1.46 1.72 2.77 3.66**
Net investment income
per share would have
been.................. $ 0.12 $ 0.14 $ 0.15 $ 0.09 $ 0.02 $(0.03)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades upon
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.
Generally, non-U.S. commissions are lower than U.S. commissions when
expressed as cents per share but higher when expressed as a percentage of
transactions because of the lower per-share prices of many non-U.S.
securities.

7
<PAGE>

<TABLE>
<CAPTION>
SMALL CAP VALUE FUND
------------------------------------------------------
MAY 13*
YEAR ENDED DEC. 31, TO
-------------------------------------------- DEC. 31,
1996 1995 1994 1993 1992 1991
-------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 15.33 $ 12.86 $ 14.13 $ 12.88 $ 12.49 $ 10.00
-------- ------- ------- ------- ------- -------
Income from investment
operations--
Net investment income
(loss)................ 0.11 0.04 (0.04) 0.00 (0.06) (0.01)
Net realized and
unrealized gain (loss)
on investments........ 4.47 4.06 (1.12) 3.15 1.67 3.03
-------- ------- ------- ------- ------- -------
Total from investment
operations............ 4.58 4.10 (1.16) 3.15 1.61 3.02
-------- ------- ------- ------- ------- -------
Less distributions--
Dividends from net
investment income..... (0.11) (0.04) 0.00 0.00 0.00 0.00
Distributions from net
realized capital
gains................. (2.41) (1.59) (0.11) (1.90) (1.22) (0.53)
-------- ------- ------- ------- ------- -------
Total distributions.... (2.52) (1.63) (0.11) (1.90) (1.22) (0.53)
-------- ------- ------- ------- ------- -------
Net asset value, end of
period................. $ 17.39 $ 15.33 $ 12.86 $ 14.13 $ 12.88 $ 12.49
======== ======= ======= ======= ======= =======
Total return (%)........ 30.4 32.1 (8.2) 24.7 13.1 30.5
Net assets, end of
period (000)........... $163,625 $90,455 $73,126 $67,553 $39,244 $14,581
Ratio of operating
expenses to average net
assets (%)............. 1.19 1.25 1.27 1.35 1.50 1.50**
Ratio of net investment
income to average net
assets (%)............. 0.80 0.29 (0.30) (0.38) (0.79) (0.19)**
Portfolio turnover rate
(%).................... 73 155 87 106 109 56**
Average commission rate
***.................... $ 0.0567 -- -- -- -- --
Without giving effect to
voluntary expense
limitations:
The ratios of operating
expenses to average
net assets would have
been (%).............. 1.19 1.25 1.27 1.35 1.66 2.43**
Net investment income
per share would have
been.................. $ 0.11 $ 0.04 $ (0.04) $ 0.00 $ (0.07) $ (0.06)
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades upon
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.

8
<PAGE>

<TABLE>
<CAPTION>
WORLDWIDE FUND
--------------
MAY 1*
TO
DEC. 31,
1996
--------------
<S> <C>
Net asset value, beginning of period............................ $ 10.00
--------
Income from investment operations--
Net investment income (loss)................................... 0.30
Net realized and unrealized gain (loss) on investments......... 0.63
--------
Total from investment operations............................... 0.93
--------
Less distributions--
Dividends from net investment income........................... (0.30)
Distributions from net realized capital gains.................. 0.00
--------
Total distributions............................................ (0.30)
--------
Net asset value, end of period.................................. $ 10.63
========
Total return (%)............................................... 9.2
Net assets, end of period (000)................................. $ 5,189
Ratio of operating expenses to average net assets (%)........... 1.00**
Ratio of net investment income to average net assets (%)........ 4.62**
Portfolio turnover rate (%)..................................... 76**
Average commission rate ***..................................... $ 0.0278
Without giving effect to voluntary expense limitations:
The ratios of operating expenses to average net assets would
have
been (%)...................................................... 3.72**
Net investment income per share would have been................ $ 0.13
</TABLE>
- -----------
* Commencement of investment operations.
** Computed on an annualized basis.
*** For fiscal periods beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades upon
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.
Generally, non-U.S. commissions are lower than U.S. commissions when
expressed as cents per share but higher when expressed as a percentage of
transactions because of the lower per-share prices of many non-U.S.
securities.

NOTE: Further information about each Fund's performance is contained in the
Funds' annual report to shareholders, which may be obtained without
charge.

9
<PAGE>

THE TRUST

INVESTMENT OBJECTIVES AND POLICIES

LOOMIS SAYLES CORE VALUE FUND

The Fund's investment objective is long-term growth of capital and income.

LOOMIS SAYLES GROWTH FUND

The Fund's investment objective is long-term growth of capital.

LOOMIS SAYLES INTERNATIONAL EQUITY FUND

The Fund's investment objective is high total investment return through a
combination of capital appreciation and current income.

10
<PAGE>

States. For temporary defensive purposes, the Fund may invest as much as 100%
of its assets in issuers from one or two countries, which may include the
United States. The Fund may also engage in foreign currency hedging
transactions, options transactions, and Rule 144A securities.

LOOMIS SAYLES MID-CAP GROWTH FUND

The Fund's investment objective is long-term capital growth from investments
in common stocks or their equivalent.

LOOMIS SAYLES MID-CAP VALUE FUND

The Fund's objective is long-term capital growth from investments in common
stocks or their equivalent.

LOOMIS SAYLES SMALL CAP GROWTH FUND

The Fund's investment objective is long-term capital growth from investments
in common stocks or their equivalent.

11
<PAGE>

LOOMIS SAYLES SMALL CAP VALUE FUND

The Fund's investment objective is long-term capital growth from investments
in common stocks or their equivalent.

The Fund seeks to achieve its objective by investing primarily in equity
securities of small capitalization companies with good earnings growth
potential that Loomis Sayles believes are undervalued by the market. The Fund
will normally invest at least 65% of its total assets in companies with market
capitalization of less than $1 billion and may invest up to 35% of its assets
in larger companies. Loomis Sayles seeks to build a core small capitalization
portfolio of stocks of solid companies with reasonable growth prospects and
that are attractively priced in relation to the companies' earnings with a
smaller emphasis on special situations and turnarounds (companies that have
experienced significant business problems but which Loomis Sayles believes
have favorable prospects for recovery), as well as unrecognized stocks.
Current income is not a consideration in selecting the Fund's investments. The
Fund may invest up to 20% of its assets in securities of foreign issuers. The
Fund may also engage in foreign currency hedging transactions and Rule 144A
securities.

LOOMIS SAYLES STRATEGIC VALUE FUND

The Fund's investment objective is long-term capital growth from investments
in common stocks or their equivalent.

12
<PAGE>

LOOMIS SAYLES WORLDWIDE FUND

The Fund's investment objective is high total investment return through a
combination of capital appreciation and current income.

ALL FUNDS

For temporary defensive purposes, each Fund may invest any portion of its
assets in fixed income securities, cash and any other securities deemed
appropriate by Loomis Sayles.

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS AND RISK CONSIDERATIONS

COMMON STOCKS AND OTHER EQUITY SECURITIES

13
<PAGE>

DEBT AND OTHER FIXED INCOME SECURITIES

ZERO COUPON SECURITIES

COLLATERALIZED MORTGAGE OBLIGATIONS

14
<PAGE>

retirement of a particular class or series of CMOs held by a Fund could
involve the loss of any premium the Fund paid when it acquired the investment
and could result in the Fund's reinvesting the proceeds at a lower interest
rate than the retired CMO paid. Because of the early retirement feature, CMOs
may be more volatile than many other fixed-income investments.

WHEN-ISSUED SECURITIES

RULE 144A SECURITIES

FOREIGN SECURITIES

15
<PAGE>

16
<PAGE>

converted into U.S. dollars will be greater than the equivalent amount in such
currency of such expenses at the time they were incurred.

FOREIGN CURRENCY HEDGING TRANSACTIONS

Foreign currency transactions involve costs and may result in losses. In
addition, each Fund's ability to engage in currency hedging transactions may
be limited by tax considerations.

OPTIONS AND FUTURES TRANSACTIONS

17
<PAGE>

18
<PAGE>

will default on its obligations, or will not permit the Fund to terminate the
transaction before its scheduled maturity. As a result of these
characteristics, each Fund will treat most over-the-counter options (and the
assets it segregates to cover its obligations thereunder) as illiquid.

SECURITIES LENDING

The Mid-Cap Growth, Mid-Cap Value, Small Cap Growth and Strategic Value
Funds may each lend its portfolio securities to broker-dealers or other
parties under contracts calling for the deposit by the borrower with the
Fund's custodian of cash collateral equal to at least the market value of the
securities loaned, marked to market on a daily basis. The Fund will continue
to benefit from interest or dividends on the securities loaned and will also
receive interest through investment of the cash collateral in short-term
liquid investments. No loans will be made if, as a result, the aggregate
amount of such loans outstanding at any time would exceed 33 1/3% of the
Fund's total assets (taken at current value). Any voting rights, or rights to
consent, relating to securities loaned pass to the borrower. However, if a
material event affecting the investment occurs, such loans will be called so
that the securities may be voted by the Fund. The Fund pays various fees in
connection with such loans, including shipping fees and reasonable custodial
or placement fees.

THE FUND'S INVESTMENT ADVISER

19
<PAGE>

Jeffrey W. Wardlow, Vice President of the Trust and of Loomis Sayles, has
served as the portfolio manager of the Core Value Fund since its commencement
of investment operations in 1991. Jerome A. Castellini, Vice President of the
Trust and of Loomis Sayles, has served as the portfolio manager of the Growth
Fund since its commencement of investment operations in 1991 and as a
portfolio manager of the Mid-Cap Growth Fund since its commencement of
investment operations in 1997. Scott S. Pape, Vice President of the Trust and
of Loomis Sayles, has served as a portfolio manager of the Mid-Cap Growth Fund
since its commencement of investment operations in 1997. Jeffrey C. Petherick
and Gregg D. Watkins, Vice Presidents of the Trust and Loomis Sayles, have
served as portfolio managers of the Mid-Cap Value Fund since its commencement
of operations in 1997. Christopher R. Ely, Vice President of the Trust and of
Loomis Sayles, has served as the portfolio manager and Philip C. Fine and
David L. Smith, Vice Presidents of the Trust and of Loomis Sayles, have served
as assistant portfolio managers of the Small Cap Growth Fund since its
commencement of investment operations in 1997. Jeffrey C. Petherick, Vice
President of the Trust and of Loomis Sayles, has served as a portfolio manager
of the Small Cap Value Fund since 1993, and Mary C. Champagne, Vice President
of the Trust and of Loomis Sayles, has served as a portfolio manager of the
Small Cap Value Fund since 1995. Philip J. Schettewi, Vice President of the
Trust and Loomis Sayles, has served as the portfolio manager of the Strategic
Value Fund since its commencement of investment operations in 1997. Daniel J.
Fuss, President of the Trust and Executive Vice President of Loomis Sayles,
has served as the portfolio manager of the domestic bonds sector of the
Worldwide Fund since that Fund's commencement of investment operations in
1996. E. John deBeer, Vice President of the Trust and of Loomis Sayles, has
served as portfolio manager of the international bonds sector of the Worldwide
Fund since that Fund's commencement of investment operations in 1996. Quentin
P. Faulkner, Vice President of the Trust and of Loomis Sayles, has served as
the portfolio manager of the domestic equities sector of the Worldwide Fund
since that Fund's commencement of investment operations in 1996. Paul H.
Drexler, Vice President of the Trust and of Loomis Sayles, has served as the
portfolio manager of the international equities sector of the Worldwide Fund
since that Fund's commencement of investment operations in 1996 and of the
International Equity Fund since 1996. Each of the foregoing, except Ms.
Champagne and Messrs. Drexler, Ely, Fine and Smith, have been employed by
Loomis Sayles for at least five years. Before joining Loomis Sayles in 1993,
Ms. Champagne was a portfolio manager at NBD Bank, and Mr. Drexler was an
economist and portfolio manager at Brown Brothers Harriman & Co. Prior to
joining Loomis Sayles in 1996, Mr. Ely was Senior Vice President and Portfolio
Manager, and Messrs. Fine and Smith were Vice Presidents and Portfolio
Managers, of Keystone Investment Management Company, Inc.

20
<PAGE>

FUND EXPENSES

Each Fund pays Loomis Sayles a monthly investment advisory fee at the
following annual percentage rate of the Fund's average daily net assets:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Core Value............................................................. .50%
Growth................................................................. .50%
International Equity................................................... .75%
Mid-Cap Growth......................................................... .75%
Mid-Cap Value.......................................................... .75%
Small Cap Value........................................................ .75%
Small Cap Growth....................................................... .75%
Strategic Value........................................................ .50%
Worldwide.............................................................. .75%
</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 total operating expenses of the Institutional Class shares of each Fund
to the following annual percentage rate of the Fund's average net assets:

<TABLE>
<CAPTION>
FUND RATE
---- ------
<S> <C>
Core Value......................................................... .85%
Growth............................................................. .85%
International Equity............................................... 1.00%
Mid-Cap Growth..................................................... 1.00%
Mid-Cap Value...................................................... 1.00%
Small Cap Value.................................................... 1.00%
Small Cap Growth................................................... 1.00%
Strategic Value.................................................... 1.00%
Worldwide.......................................................... 1.00%
</TABLE>

Loomis Sayles may change or terminate these voluntary arrangements at any
time, but the Funds' Prospectus would be supplemented to describe the change.

21
<PAGE>

Loomis Sayles may pay certain broker-dealers and financial intermediaries
whose customers are existing shareholders of the Funds a continuing fee in an
amount of up to .25% annually of the value of Fund shares held for those
customers' accounts. These fees are paid by Loomis Sayles out of its own
assets and are not assessed against the customers' accounts with the Funds.

PORTFOLIO TRANSACTIONS

Portfolio turnover considerations will not limit Loomis Sayles' investment
discretion in managing the Funds' assets. The Funds anticipate that their
portfolio turnover rates will vary significantly from time to time depending
on the volatility of economic and market conditions. High portfolio turnover
may involve higher transaction costs and higher levels of taxable gains.
Although it is not possible to predict portfolio turnover rates with
certainty, Loomis Sayles does not expect the Mid-Cap Growth, Mid-Cap Value,
Small Cap Growth, and Strategic Value Funds' portfolio turnover rates to
exceed 200%, 70%, 150%, and 70%, respectively. A portfolio turnover rate in
excess of 100% may be considered high.

HOW TO PURCHASE SHARES

An investor may make an initial purchase of shares of any Fund by submitting
a completed application form and payment to:

Boston Financial Data Services
P.O. Box 8314
Boston, Massachusetts 02266-8314
Attn: Loomis Sayles Funds

The minimum initial investment for the Institutional Class of each Fund's
shares is $1 million in that Fund. However, this minimum investment does not
apply to shareholders of any Fund (or any other fund that is a series of
Loomis Sayles Funds) who have an account that has been in continuous existence
since December 31, 1996 ("Original Shareholders"). Original Shareholders may
open an Institutional Class account in another Fund with no minimum investment
if they purchase the shares of the other Fund by exchanging Institutional
Class shares of a Fund (or any other fund that is a series of Loomis Sayles
Funds) in which they already own shares. Original Shareholders who hold their
accounts through financial intermediaries may avoid minimum investment
requirements only through this method. Original Shareholders whose accounts
are held directly with Boston Financial Data Services, Inc. ("BFDS"), the
shareholder servicing agent for State Street Bank and Trust Company ("State
Street Bank"), may also open an Institutional Class account in a new Fund by
investing a

22
<PAGE>

minimum of $2,500. For additional information regarding the eligibility of
Original Shareholders to purchase Institutional Class shares, call the
Distributor toll-free at 800-633-3330. A $2,500 minimum investment also
applies to the current and retired trustees of the Trust, investment advisory
clients of Loomis Sayles (and their directors, officers and employees), and
current and retired employees of Loomis Sayles and the parents, spouses and
children of the foregoing. The minimum investment may be waived by Loomis
Sayles in its sole discretion and will be waived for any new shareholder in
the Loomis Sayles Funds who initially invests less than $1 million but signs a
letter of intent stating the shareholder's intention to bring his or her
balance to $1 million within six months of the initial purchase. Loomis Sayles
reserves the right to redeem, at net asset value, the accounts of shareholders
that have signed a letter of intent but fail to meet the minimum investment
within the specified time. Subsequent investments must be at least $50.

Shares of any Fund may be purchased by (i) cash, (ii) exchanging
Institutional Class Shares of any Fund (or any other series of Loomis Sayles
Funds), (iii) exchanging securities on deposit with a custodian acceptable to
Loomis Sayles or (iv) a combination of such securities and cash. Purchase of
shares of the Fund in exchange for securities is subject in each case to the
determination by Loomis Sayles that the securities to be exchanged are
acceptable for purchase by the Fund. In all cases Loomis Sayles reserves the
right to reject any securities that are proposed for exchange. Securities
accepted by Loomis Sayles in exchange for Fund shares will be valued in the
same manner as the Fund's assets as described below as of the time of the
Fund's next determination of net asset value after such acceptance. All
dividends and subscription or other rights which are reflected in the market
price of accepted securities at the time of valuation become the property of
the Fund and must be delivered to the Fund upon receipt by the investor from
the issuer. A gain or loss for federal income tax purposes would be realized
upon the exchange by an investor that is subject to federal income taxation,
depending upon the investor's basis in the securities tendered. An investor
who wishes to purchase shares by exchanging securities should obtain
instructions by calling 800-633-3330 and asking for the Loomis Sayles
Shareholder Services Group.

Loomis Sayles will not approve the acceptance of securities in exchange for
shares of any Fund unless (1) Loomis Sayles, in its sole discretion, believes
the securities are appropriate investments for the Fund; (2) the investor
represents and agrees that all securities offered to the Fund can be resold by
the Fund without restriction under the Securities Act of 1933, as amended (the
"Securities Act") or otherwise; and (3) the securities are eligible to be
acquired under the Fund's investment policies and restrictions. No investor
owning 5% or more of Fund's shares may purchase additional shares of that Fund
by exchange of securities.

23
<PAGE>

All purchases made by check should be in U.S. dollars and made payable to
State Street Bank. Third party checks will not be accepted. When purchases are
made by check or periodic account investment, redemption will not be allowed
until the investment being redeemed has been in the account for 15 calendar
days.

Upon acceptance of an investor's order, BFDS opens an account, applies the
payment to the purchase of full and fractional Fund shares and mails a
statement of the account confirming the transaction.

Subsequent investments can also be made by federal funds wire. Investors
should instruct their banks to wire federal funds to State Street Bank and
Trust Company, ABA #011000028. The text of the wire should read as follows:
"$ amount, STATE STREET BOS ATTN Mutual Funds. Credit Fund (Fund Name and
Institutional Class), DDA #9904-622-9, Shareholder Name, Shareholder Account
Number." A bank may charge a fee for transmitting funds by wire.

Each Fund and the Distributor reserve the right to reject any purchase
order, including orders in connection with exchanges, for any reason which the
Fund or the Distributor in its sole discretion deems appropriate. Although the
Funds do not presently anticipate that they will do so, each Fund reserves the
right to suspend or change the terms of the offering of its shares. The price
an investor pays will be the per share net asset value next calculated after a
proper investment order is received by the Trust's transfer or other agent or
subagent. Shares of each Fund are sold with no sales charge. The net asset
value of each Fund's shares is calculated once daily as of the close of
regular trading on the New York Stock Exchange on each day the Exchange is
open for trading, by dividing the Fund's net assets by the number of shares
outstanding. Portfolio securities are valued at their market value as more
fully described in the Statement of Additional Information.

24
<PAGE>

Each Fund also offers a Retail Class of shares that has a $250,000 minimum
investment for certain categories of investors and bears higher expenses.
Because of its lower expenses, the Institutional Class of shares of each Fund
is expected to have a higher total return than the Retail Class of shares.

SHAREHOLDER SERVICES

FREE EXCHANGE PRIVILEGE. Institutional Class shares of any Fund may be
exchanged for shares of the Institutional Class of any other Fund (or any
other fund that is a series of Loomis Sayles Funds and that offers
Institutional Class shares) or for shares of certain money market funds
advised by New England Funds Management, L.P., an affiliate of Loomis Sayles.
Exchanges may be made by written instructions or by telephone, unless an
investor elected on the application to decline telephone exchange privileges.
The exchange privilege should not be viewed as a means for taking advantage of
short-term swings in the market, and the Funds reserve the right to terminate
or limit the privilege of any shareholder who makes more than four exchanges
in any calendar year. The Funds may terminate or change the terms of the
exchange privilege at any time, upon 60 days' notice to shareholders.

RETIREMENT PLANS. The Funds' Institutional Class shares may be purchased by
all types of tax-deferred retirement plans. Loomis Sayles makes available
retirement plan forms for IRAs.

SYSTEMATIC WITHDRAWAL PLAN. If the value of an account is at least $25,000,
an investor may have periodic cash withdrawals automatically paid to the
investor or any person designated by the investor.

AUTOMATIC INVESTMENT PLAN. Voluntary monthly investments of at least $50 may
be made automatically by pre-authorized withdrawals from an investor's
checking account.

HOW TO REDEEM SHARES

An investor can redeem shares by sending a written request to Boston
Financial Data Services, Inc., P.O. Box 8314, Boston, Massachusetts 02266. As

25
<PAGE>

described below, an investor may also redeem shares by calling BFDS at 800-
626-9390. Proceeds resulting from a written or telephone redemption request
can be wired to an investor's bank account or sent by check in the name of the
registered owners to their record address.

If (1) an investor is redeeming shares worth more than $50,000, (2) an
investor is requesting that the proceeds check be made out to someone other
than the registered owners or be sent to an address other than the record
address, (3) the account registration has changed within the last 30 days or
(4) an investor is instructing us to wire the proceeds to a bank account not
designated on the application, the investor must have his or her signature
guaranteed by an eligible guarantor. Eligible guarantors include commercial
banks, trust companies, savings associations, credit unions and brokerage
firms that are members of domestic securities exchanges. Before submitting the
redemption request, an investor should verify with the guarantor institution
that it is an eligible guarantor. Signature guarantees by notaries public are
not acceptable.

If an investor has requested certificates for the investment, an investor
must enclose the certificates and a properly completed redemption form or
stock power. The Funds recommend that certificates be sent by registered mail.

If an investor decides to change the bank account to which proceeds are to
be wired, an investor must send in this change on the Service Options Form
with a signature guarantee. Telephonic redemptions may only be made if an
investor's bank is a member of the Federal Reserve System or has a
correspondent bank that is a member of the System. Unless an investor
indicates otherwise on the account application, BFDS will be authorized to act
upon redemption and exchange instructions received by telephone from the
investor or any person claiming to act as the investor's representative who
can provide

26
<PAGE>

BFDS with the investor's account registration and address as it appears on the
records of State Street Bank. BFDS will employ these or other reasonable
procedures to confirm that instructions communicated by telephone are genuine;
the Fund, State Street Bank, BFDS, the Distributor and Loomis Sayles will not
be liable for any losses due to unauthorized or fraudulent instructions if
these or other reasonable procedures are followed. For information, consult
BFDS. In times of heavy market activity, an investor who encounters difficulty
in placing a redemption or exchange order by telephone may wish to place the
order by mail as described above.

The redemption price will be the net asset value per share next determined
after the redemption request and any necessary special documentation are
received by BFDS in proper form.

CALCULATION OF PERFORMANCE INFORMATION

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES

27
<PAGE>

frequently as deemed advisable by the trustees of the Trust. The Trust's
trustees may change the frequency with which the Funds declare or pay
dividends.

Income dividends and short term capital gain distributions are taxable as
ordinary income whether distributed in cash or additional shares. Long-term
capital gain distributions from all Funds are taxable as long-term capital
gains whether distributed in cash or additional shares and regardless of how
long an investor has owned shares of a Fund.

Certain designated dividends from the Funds are expected to be eligible for
the dividends-received deduction for corporate shareholders.

NOTE: The foregoing summarizes certain tax consequences of investing in the
Funds. Before investing, an investor should consult his or her own
tax adviser for more information concerning the federal, state and
local tax consequences of investing in, redeeming or exchanging Fund
shares.

28
<PAGE>

INVESTMENT ADVISER Loomis, Sayles &
Company, L.P. One Financial Center Boston,
Massachusetts 02111

DISTRIBUTOR Loomis Sayles Distributors,
L.P. One Financial Center Boston,
Massachusetts 02111

TRANSFER AND DIVIDEND PAYING AGENT AND
CUSTODIAN OF ASSETS State Street Bank and
Trust Company Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT FOR STATE
STREET BANK AND TRUST COMPANY Boston
Financial Data Services, Inc. P.O. Box 8314
Boston, Massachusetts 02266

LEGAL COUNSEL Ropes & Gray One
International Place Boston, Massachusetts
02110

INDEPENDENT ACCOUNTANTS Coopers & Lybrand
L.L.P. One Post Office Square Boston,
Massachusetts 02109
<PAGE>

[LOGO OF LOOMIS SAYLES APPEARS HERE]
<PAGE>

LOGO

STATEMENT OF ADDITIONAL
INFORMATION

APRIL 1, 1997

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. THIS STATEMENT
OF ADDITIONAL INFORMATION RELATES TO THE PROSPECTUS OR PROSPECTUSES OF EACH
SERIES ("FUND") OF LOOMIS SAYLES FUNDS DATED APRIL 1, 1997, AS REVISED FROM
TIME TO TIME. EACH REFERENCE TO THE PROSPECTUS IN THIS STATEMENT OF ADDITIONAL
INFORMATION SHALL INCLUDE ALL OF THE FUNDS' CURRENT PROSPECTUSES, UNLESS
OTHERWISE NOTED. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH THE APPLICABLE PROSPECTUS. A COPY OF EACH PROSPECTUS MAY BE
OBTAINED FROM LOOMIS SAYLES FUNDS, ONE FINANCIAL CENTER, BOSTON, MASSACHUSETTS
02111.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS........................... 3
MANAGEMENT OF THE TRUST.................................................... 10
INVESTMENT ADVISORY AND OTHER SERVICES..................................... 20
PORTFOLIO TRANSACTIONS AND BROKERAGE....................................... 23
DESCRIPTION OF THE TRUST................................................... 25
How to Buy Shares........................................................ 27
Net Asset Value.......................................................... 27
SHAREHOLDER SERVICES....................................................... 28
Open Accounts............................................................ 28
Systematic Withdrawal Plan............................................... 28
Exchange Privilege....................................................... 28
IRAs..................................................................... 29
Redemptions.............................................................. 29
INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS ............... 30
FINANCIAL STATEMENTS....................................................... 32
CALCULATION OF YIELD AND TOTAL RETURN...................................... 32
PERFORMANCE COMPARISONS.................................................... 33
PERFORMANCE DATA........................................................... 35
PORTFOLIO MANAGERS' PAST PERFORMANCE INFORMATION........................... 36
APPENDIX A--PUBLICATIONS THAT MAY CONTAIN FUND INFORMATION................. 43
APPENDIX B--ADVERTISING AND PROMOTIONAL LITERATURE......................... 45
</TABLE>

2
<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

The investment objective and policies of each series ("Fund") of Loomis
Sayles Funds (the "Trust"), are summarized in the Prospectus under "Investment
Objectives and Policies" and "More Information About the Funds' Investments
and Risk Factors." The investment policies of each Fund set forth in the
Prospectus and in this Statement of Additional Information may be changed by
the Funds' adviser, subject to review and approval by the Trust's board of
trustees, without shareholder approval except that the investment objective of
each Fund as set forth in the Prospectus and any Fund policy explicitly
identified as "fundamental" may not be changed without the approval of the
holders of a majority of the outstanding shares of the relevant Fund (which in
the Prospectus and this Statement of Additional Information means the lesser
of (i) 67% of the shares of that Fund represented at a meeting at which 50% of
the outstanding shares are represented or (ii) more than 50% of the
outstanding shares). Except in the case of the 15% limitation on illiquid
securities, the percentage limitations set forth below and in the Prospectuses
will apply at the time a security is purchased and will not be considered
violated unless an excess or deficiency occurs or exists immediately after and
as a result of such purchase.

In addition to its investment objective and policies set forth in the
Prospectus, the following investment restrictions are policies of each Fund
(and those marked with an asterisk are fundamental policies of each Fund):

Each Fund will not:

(1) Invest in companies for the purpose of exercising control or
management.

*(2) Act as underwriter, except to the extent that, in connection with
the disposition of portfolio securities, it may be deemed to be an
underwriter under certain federal securities laws.

*(3) Invest in oil, gas or other mineral leases, rights or royalty
contracts or in real estate, commodities or commodity contracts. (This
restriction does not prevent any Fund from engaging in transactions in
futures contracts relating to securities indexes, interest rates or
financial instruments or options, or from investing in issuers that invest
or deal in the foregoing types of assets or from purchasing securities that
are secured by real estate.)

*(4) Make loans, except that each of the Mid-Cap Growth, Mid-Cap Value,
Small Cap Growth, Strategic Value, Investment Grade Bond and Intermediate
Maturity Bond Funds may lend its portfolio securities to the extent
permitted under the Investment Company Act of 1940 (the "1940 Act"). (For
purposes of this investment restriction, neither (i) entering into
repurchase agreements nor (ii) purchasing bonds, debentures, commercial
paper, corporate notes and similar evidences of indebtedness, which are a
part of an issue to the public, is considered the making of a loan.)

(5) With respect to 75% of its assets, purchase any security (other than
a U.S. Government Security) if, as a result, more than 5% of the Fund's
total assets (taken at current value) would then be invested in securities
of a single issuer. (For purposes of this restriction, the Municipal Bond
Fund treats each state and each separate political subdivision, agency,
authority or instrumentality of such state, each multistate agency or
authority, and each guarantor, if any, of obligations of any such issuer,
as a separate issuer, provided that the assets and revenues of the issuer
are separate from those of the government(s) that created the subdivision,
agency, authority or instrumentality.)

(6) With respect to 75% of its assets, acquire more than 10% of the
outstanding voting securities of an issuer.

(7) Pledge, mortgage, hypothecate or otherwise encumber any of its
assets, except that each Fund may pledge assets having a value not
exceeding 10% of its total assets to secure borrowings permitted by
restriction (9) below. (For the purpose of this restriction, collateral
arrangements with respect to options, futures contracts and options on
futures contracts and with respect to initial and variation margin are not
deemed to be a pledge or other encumbrance of assets.)

*(8) Purchase any security (other than U.S. Government Securities) if, as
a result, more than 25% of the Fund's total assets (taken at current value)
would be invested in any one industry (in the utilities

3
<PAGE>

category, gas, electric, water and telephone companies will be considered
as being in separate industries.) Tax-exempt securities issued by
governments or political subdivisions of governments and purchased by the
Municipal Bond Fund are not subject to this restriction, since such issuers
are not members of any industry.

*(9) Borrow money in excess of 10% of its total assets (taken at cost) or
5% of its total assets (taken at current value), whichever is lower, nor
borrow any money except as a temporary measure for extraordinary or
emergency purposes.

(10) Purchase securities on margin (except such short term credits as are
necessary for clearance of transactions); or make short sales (except
where, by virtue of ownership of other securities, it has the right to
obtain, without payment of additional consideration, securities equivalent
in kind and amount to those sold).

(11) Participate on a joint or joint and several basis in any trading
account in securities. (The "bunching" of orders for the purchase or sale
of portfolio securities with Loomis Sayles or accounts under its management
to reduce brokerage commissions, to average prices among them or to
facilitate such transactions is not considered a trading account in
securities for purposes of this restriction.)

(12) Purchase any illiquid security, including any security that is not
readily marketable, if, as a result, more than 15% of the Fund's net assets
(based on current value) would then be invested in such securities.

(13) Write or purchase puts, calls or combinations of both except that
each Fund may (1) acquire warrants or rights to subscribe to securities of
companies issuing such warrants or rights, or of parents or subsidiaries of
such companies, (2) purchase and sell put and call options on securities
and (3) write, purchase and sell put and call options on currencies and may
enter into currency forward contracts.
*(14) Issue senior securities. (For the purpose of this restriction none
of the following is deemed to be a senior security: any pledge or other
encumbrance of assets permitted by restriction (7) above; any borrowing
permitted by restriction (9) above; any collateral arrangements with
respect to options, futures contracts and options on futures contracts and
with respect to initial and variation margin; and the purchase or sale of
options, forward contracts, futures contracts or options on futures
contracts.)

Although the Funds have no current intention of investing in repurchase
agreements, they intend, based on the views of the staff of the Securities and
Exchange Commission (the "SEC"), to restrict their investments in repurchase
agreements maturing in more than seven days, together with other investments
in illiquid securities, to the percentage permitted by restriction (12) above.

U.S. GOVERNMENT SECURITIES

U.S. Government Securities include direct obligations of the U.S. Treasury,
as well as securities issued or guaranteed by U.S. Government agencies,
authorities and instrumentalities, including, among others, the Government
National Mortgage Association, the Federal Home Loan Mortgage Corporation, the
Federal National Mortgage Association, the Federal Housing Administration, the
Resolution Funding Corporation, the Federal Farm Credit Banks, the Federal
Home Loan Bank, the Tennessee Valley Authority, the Student Loan Marketing
Association and the Small Business Administration. More detailed information
about some of these categories of U.S. Government Securities follows.

U.S. Treasury Bills--Direct obligations of the United States Treasury which
are issued in maturities of one year or less. No interest is paid on Treasury
bills; instead, they are issued at a discount and repaid at full face value
when they mature. They are backed by the full faith and credit of the United
States Government.

U.S. Treasury Notes and Bonds--Direct obligations of the United States
Treasury issued in maturities that vary between one and forty years, with
interest normally payable every six months. They are backed by the full faith
and credit of the United States Government.

"Ginnie Maes"--Debt securities issued by a mortgage banker or other
mortgagee which represent an interest in a pool of mortgages insured by the
Federal Housing Administration or the Farmer's Home

4
<PAGE>

Administration or guaranteed by the Veterans Administration. The Government
National Mortgage Association ("GNMA") guarantees the timely payment of
principal and interest when such payments are due, whether or not these
amounts are collected by the issuer of these certificates on the underlying
mortgages. An assistant attorney general of the United States has rendered an
opinion that the guarantee by GNMA is a general obligation of the United
States backed by its full faith and credit. Mortgages included in single
family or multi-family residential mortgage pools backing an issue of Ginnie
Maes have a maximum maturity of up to 30 years. Scheduled payments of
principal and interest are made to the registered holders of Ginnie Maes (such
as the Fund) each month. Unscheduled prepayments may be made by homeowners, or
as a result of a default. Prepayments are passed through to the registered
holder of Ginnie Maes along with regular monthly payments of principal and
interest.

"Fannie Maes"--The Federal National Mortgage Association ("FNMA") is a
government-sponsored corporation owned entirely by private stockholders that
purchases residential mortgages from a list of approved seller/servicers.
Fannie Maes are pass-through securities issued by FNMA that are guaranteed as
to timely payment of principal and interest by FNMA but are not backed by the
full faith and credit of the United States Government.

"Freddie Macs"--The Federal Home Loan Mortgage Corporation ("FHLMC") is a
corporate instrumentality of the United States Government. Freddie Macs are
participation certificates issued by FHLMC that represent an interest in
residential mortgages from FHLMC's National Portfolio. FHLMC guarantees the
timely payment of interest and ultimate collection of principal, but Freddie
Macs are not backed by the full faith and credit of the United States
Government.

As described in the Prospectus, U.S. Government Securities generally do not
involve the same credit risks associated with investments in other types of
fixed-income securities, although, as a result, the yields available from U.S.
Government Securities are generally lower than the yields available from
corporate fixed-income securities. Like other fixed-income securities,
however, the values of U.S. Government Securities change as interest rates
fluctuate. Fluctuations in the value of portfolio securities will not affect
interest income on existing portfolio securities but will be reflected in the
Fund's net asset value.

WHEN-ISSUED SECURITIES

As described in the Prospectus, each Fund may enter into agreements with
banks or broker-dealers for the purchase or sale of securities at an agreed-
upon price on a specified future date. Such agreements might be entered into,
for example, when a Fund that invests in fixed income securities anticipates a
decline in interest rates and is able to obtain a more advantageous yield by
committing currently to purchase securities to be issued later. When a Fund
purchases securities in this manner (i.e. on a when-issued or delayed-delivery
basis), it is required to create a segregated account with the Trust's
custodian and to maintain in that account cash or U.S. Government Securities
in an amount equal to or greater than, on a daily basis, the amount of the
Fund's when-issued or delayed-delivery commitments. Each Fund will make
commitments to purchase on a when-issued or delayed-delivery basis only
securities meeting that Fund's investment criteria. The Fund may take delivery
of these securities or, if it is deemed advisable as a matter of investment
strategy, the Fund may sell these securities before the settlement date. When
the time comes to pay for when-issued or delayed-delivery securities, the Fund
will meet its obligations from then available cash flow or the sale of
securities, or from the sale of the when-issued or delayed-delivery securities
themselves (which may have a value greater or less than the Fund's payment
obligation).

CONVERTIBLE SECURITIES

Convertible securities include corporate bonds, notes or preferred stocks of
U.S. or foreign issuers that can be converted into (that is, exchanged for)
common stocks or other equity securities. Convertible securities also include
other securities, such as warrants, that provide an opportunity for equity
participation. Because convertible securities can be converted into equity
securities, their values will normally vary in some proportion

5
<PAGE>

with those of the underlying equity securities. Convertible securities usually
provide a higher yield than the underlying equity, however, so that the price
decline of a convertible security may sometimes be less substantial than that
of the underlying equity security.

ZERO COUPON BONDS

Zero coupon bonds are debt obligations that do not entitle the holder to any
periodic payments of interest either for the entire life of the obligation or
for an initial period after the issuance of the obligations. Such bonds are
issued and traded at a discount from their face amounts. The amount of the
discount varies depending on such factors as the time remaining until maturity
of the bonds, prevailing interest rates, the liquidity of the security and the
perceived credit quality of the issuer. The market prices of zero coupon bonds
generally are more volatile than the market prices of securities that pay
interest periodically and are likely to respond to changes in interest rates
to a greater degree than do non-zero coupon bonds having similar maturities
and credit quality. In order to satisfy a requirement for qualification as a
"regulated investment company" under the Internal Revenue Code (the "Code"),
each Fund must distribute each year at least 90% of its net investment income,
including the original issue discount accrued on zero coupon bonds. Because a
Fund investing in zero coupon bonds will not on a current basis receive cash
payments from the issuer in respect of accrued original issue discount, the
Fund may have to distribute cash obtained from other sources in order to
satisfy the 90% distribution requirement under the Code. Such cash might be
obtained from selling other portfolio holdings of the Fund. In some
circumstances, such sales might be necessary in order to satisfy cash
distribution requirements even though investment considerations might
otherwise make it undesirable for the Fund to sell such securities at such
time.

REPURCHASE AGREEMENTS

Each Fund may enter into repurchase agreements, by which the Fund purchases
a security and obtains a simultaneous commitment from the seller (a bank or,
to the extent permitted by the 1940 Act, a recognized securities dealer) to
repurchase the security at an agreed upon price and date (usually seven days
or less from the date of original purchase). The resale price is in excess of
the purchase price and reflects an agreed upon market rate unrelated to the
coupon rate on the purchased security. Such transactions afford the Funds the
opportunity to earn a return on temporarily available cash at minimal market
risk. While the underlying security may be a bill, certificate of
indebtedness, note or bond issued by an agency, authority or instrumentality
of the United States Government, the obligation of the seller is not
guaranteed by the U.S. Government and there is a risk that the seller may fail
to repurchase the underlying security. In such event, the Fund would attempt
to exercise rights with respect to the underlying security, including possible
disposition in the market. However, the Fund may be subject to various delays
and risks of loss, including (a) possible declines in the value of the
underlying security during the period while the Fund seeks to enforce its
rights thereto, (b) possible reduced levels of income and lack of income
during this period and (c) inability to enforce rights and the expenses
involved in attempted enforcement.

RULE 144A SECURITIES

Each of the Funds may purchase Rule 144A securities. These are privately
offered securities that can be resold only to certain qualified institutional
buyers. Rule 144A securities are treated as illiquid, unless Loomis Sayles has
determined, under guidelines established by the Trust's trustees, that the
particular issue of Rule 144A securities is liquid. Under the guidelines,
Loomis Sayles considers such factors as: (1) the frequency of trades and
quotes for a security; (2) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers; (3) dealer
undertakings to make a market in the security; and (4) the nature of the
security and the nature of the marketplace trades therefor.

TAX EXEMPT BONDS

Tax exempt bonds include debt obligations issued to obtain funds for various
public purposes, including the construction of a wide range of public
facilities such as bridges, highways, hospitals, housing, mass

6
<PAGE>

transportation, schools, streets, and water and sewer works. Other public
purposes for which tax exempt bonds may be issued include the refunding of
outstanding obligations, obtaining funds for general operating expenses, and
obtaining funds to lend to other public institutions and facilities. In
addition, prior to the Tax Reform Act of 1986, certain debt obligations known
as industrial development bonds could be issued by or on behalf of public
authorities to obtain funds to provide privately operated housing facilities,
sports facilities, convention or trade show facilities, airport, mass transit,
port or parking facilities, air or water pollution control facilities and
certain local facilities for water supply, gas, electricity, or sewage or
solid waste disposal. Such obligations are included within the term tax exempt
bonds if the interest paid thereon is, in the opinion of bond counsel, exempt
from federal income tax. Interest on certain industrial development bonds used
to fund the construction, equipment, repair or improvement of privately
operated industrial or commercial facilities may also be exempt from federal
income tax. The Tax Reform Act of 1986 eliminated some types of tax exempt
industrial revenue bonds but retained others under the general category of
"private activity bonds." The interest on so-called "private activity bonds"
is exempt from ordinary federal income taxation but is treated as a tax
preference item in computing a shareholder's alternative minimum tax
liability. The Municipal Bond Fund may invest up to 20% of its net assets in
private activity bonds.

The Municipal Bond Fund may not be a desirable investment for "substantial
users" of facilities financed by industrial development bonds or for "related
persons" of substantial users. See "Income Dividends, Capital Gain
Distributions and Tax Status."

The two principal classifications of tax exempt bonds are general obligation
bonds and limited obligation (or revenue) bonds. General obligation bonds are
obligations involving the credit of an issuer possessing taxing power and are
payable from the issuer's general unrestricted revenues and not from any
particular fund or source. The characteristics and method of enforcement of
general obligation bonds vary according to the law applicable to the
particular issuer, and payment may be dependent upon an appropriation by the
issuer's legislative body. Limited obligation bonds are payable only from the
revenues derived from a particular facility or class of facilities, or in some
cases from the proceeds of a special excise or other specific revenue source
such as the user of the facility. Tax exempt industrial development bonds and
private activity bonds are in most cases revenue bonds and generally are not
payable from the unrestricted revenues of the issuer. The credit and quality
of such bonds are usually directly related to the credit standing of the
corporate user of the facilities. Principal and interest on such bonds is the
responsibility of the corporate user (and any guarantor).

Prices and yields on tax exempt bonds are dependent on a variety of factors,
including general money market conditions, the financial condition of the
issuer, general conditions of the tax exempt bond market, the size of a
particular offering, the maturity of the obligation and the rating of the
issue. A number of these factors, including the ratings of particular issues,
are subject to change from time to time. Information about the financial
condition of an issuer of tax exempt bonds may not be as extensive as that
made available by corporations whose securities are publicly traded.

As noted in the Prospectus, obligations of issuers of tax exempt bonds are
subject to the provisions of bankruptcy, insolvency and other laws, such as
the Federal Bankruptcy Reform Act of 1978, affecting the rights and remedies
of creditors. Congress or state legislatures may seek to extend the time for
payment of principal or interest, or both, or to impose other constraints upon
enforcement of such obligations. There is also the possibility that, as a
result of litigation or other conditions, the power or ability of issuers to
meet their obligations for the payment of interest and principal on their tax
exempt bonds may be materially affected, or their obligations may be found to
be invalid or unenforceable. Such litigation or conditions may from time to
time have the effect of introducing uncertainties in the market for tax exempt
bonds or certain segments thereof, or materially affecting the credit risk
with respect to particular bonds. Adverse economic, business, legal or
political developments might affect all or a substantial portion of the Fund's
tax exempt bonds in the same manner.

From time to time the Municipal Bond Fund may have less than 80% of its net
assets invested in tax exempt bonds (1) for defensive purposes when deemed
prudent in the judgment of Loomis Sayles to protect shareholders' capital or
(2) on a temporary basis for liquidity purposes or pending the investment of
proceeds

7
<PAGE>

from sales of Fund shares. The ability of the Fund to invest in securities
other than tax exempt bonds is limited by a requirement of the Code that at
least 50% of the Fund's total assets be invested in tax exempt securities at
the end of each calendar quarter. See "Income Dividends, Capital Gain
Distributions and Tax Status."

The Municipal Bond Fund may purchase and sell portfolio investments to take
advantage of changes or anticipated changes in yield relationships, markets or
economic conditions. The Fund may also sell tax exempt bonds due to changes in
the adviser's evaluation of the issuer or cash needs resulting from redemption
requests for Fund shares. The secondary market for tax exempt bonds typically
has been less liquid than that for taxable debt securities, and this may
affect the Fund's ability to sell particular tax exempt bonds, especially in
periods when other investors are attempting to sell the same securities.

FOREIGN CURRENCY TRANSACTIONS

Each of the Funds may invest in securities of foreign issuers and may enter
into forward foreign currency exchange contracts, or buy or sell options on
foreign currencies, in order to protect against uncertainty in the level of
future foreign exchange rates. Since investment in securities of foreign
issuers will usually involve currencies of foreign countries, and since a Fund
may temporarily hold funds in bank deposits in foreign currencies during the
course of investment programs, the value of the assets of a Fund as measured
in United States dollars may be affected by changes in currency exchange rates
and exchange control regulations, and a Fund may incur costs in connection
with conversion between various currencies.

A Fund may enter into forward contracts under two circumstances. First, when
a Fund enters into a contract for the purchase or sale of a security
denominated or traded in a market in which settlement is made in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security. By
entering into a forward contract for the purchase or sale, for a fixed amount
of dollars, of the amount of foreign currency involved in the underlying
transactions, the Fund will be able to protect itself against a possible loss
resulting from an adverse change in the relationship between the U.S. dollar
and the subject foreign currency during the period between the date on which
the investment is purchased or sold and the date on which payment is made or
received.

Second, when Loomis Sayles believes that the currency of a particular
country may suffer a substantial decline against another currency, it may
enter into a forward contract to sell, for a fixed amount of another currency,
the amount of the first currency approximating the value of some or all of the
Fund's portfolio investments denominated in the first currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of such
securities in a currency will change as a consequence of market movements in
the value of those investments between the date the forward contract is
entered into and the date it matures.

The Funds generally will not enter into forward contracts with a term of
greater than one year.

Options on foreign currencies are similar to forward contracts, except that
one party to the option (the holder) is not contractually bound to buy or sell
the specified currency. Instead, the holder has discretion whether to
"exercise" the option and thereby require the other party to buy or sell the
currency on the terms specified in the option. Options transactions involve
transaction costs and, like forward contract transactions, involve the risk
that the other party may default on its obligations (if the options are not
traded on an established exchange) and the risk that expected movements in the
relative value of currencies may not occur, resulting in an imperfect hedge or
a loss to the Fund.

The Funds' ability to engage in transactions in currency forward contracts
and options may be limited by tax considerations.

Each Fund, in conjunction with its transactions in forward contracts,
options and futures (including the International Equity, Worldwide and Global
Bond Funds' transactions in options on securities described below), will
maintain in a segregated account with its custodian cash or certain liquid
assets with a value, marked to market on a daily basis, sufficient to satisfy
the Fund's outstanding obligations under such contracts, options and futures.

8
<PAGE>

OPTIONS

As described in the Prospectus, each of the Funds, may for hedging purposes
or to enhance investment return, purchase and sell call and put options.

An option entitles the holder to receive (in the case of a call option) or
to sell (in the case of a put option) a particular security at a specified
exercise price. An "American style" option allows exercise of the option at
any time during the term of the option. A "European style" option allows an
option to be exercised only at the end of its term. Options may be traded on
or off an established securities exchange.

If the holder of an option wishes to terminate its position, it may seek to
effect a closing sale transaction by selling an option identical to the option
previously purchased. The effect of the purchase is that the previous option
position will be canceled. A Fund will realize a profit from closing out an
option if the price received for selling the offsetting position is more than
the premium paid to purchase the option; the Fund will realize a loss from
closing out an option transaction if the price received for selling the
offsetting option is less than the premium paid to purchase the option.

The use of options involves risks. One risk arises because of the imperfect
correlation between movements in the price of options and movements in the
price of the securities that are the subject of the hedge. The Fund's hedging
strategies will not be fully effective if such imperfect correlation occurs.

Price movement correlation may be distorted by illiquidity in the options
markets and the participation of speculators in such markets. If an
insufficient number of contracts are traded, commercial users may not deal in
options because they do not want to assume the risk that they may not be able
to close out their positions within a reasonable amount of time. In such
instances, options market prices may be driven by different forces than those
driving the market in the underlying securities, and price spreads between
these markets may widen. The participation of speculators in the market
enhances its liquidity. Nonetheless, the trading activities of speculators in
the options markets may create temporary price distortions unrelated to the
market in the underlying securities.

An exchange-traded option may be closed out only on an exchange which
generally provides a liquid secondary market for an option of the same series.
If a liquid secondary market for an exchange-traded option does not exist, it
might not be possible to effect a closing transaction with respect to a
particular option, with the result that the Fund would have to exercise the
option in order to accomplish the desired hedge. Reasons for the absence of a
liquid secondary market on an exchange include the following: (i) there may be
insufficient trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or
both; (iii) trading halts, suspensions or other restrictions may be imposed
with respect to particular classes or series of options or underlying
securities; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or the Options
Clearing Corporation or other clearing organization may not at all times be
adequate to handle current trading volume; or (vi) one or more exchanges
could, for economic or other reasons, decide or be compelled at some future
date to discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that exchange (or in that
class or series of options) would cease to exist, although outstanding options
on that exchange that had been issued by the Options Clearing Corporation as a
result of trades on that exchange would continue to be exercisable in
accordance with their terms.

The successful use of options depends in part on the ability of Loomis
Sayles to forecast correctly the direction and extent of interest rate, stock
price or currency value movements within a given time frame. To the extent
interest rates, stock prices or currency values move in a direction opposite
to that anticipated, the Fund may realize a loss on the hedging transaction
that is not fully or partially offset by an increase in the value of portfolio
securities. In addition, whether or not interest rates or the relevant stock
price or relevant currency values move during the period that the Fund holds
options positions, the Fund will pay the cost of taking those positions (i.e.,
brokerage costs). As a result of these factors, the Fund's total return for
such period may be less than if it had not engaged in the hedging transaction.

An over-the-counter option (an option not traded on an established exchange)
may be closed out only with the other party to the original option
transaction. While the Fund will seek to enter into over-the-counter options

9
<PAGE>

only with dealers who agree to or are expected to be capable of entering into
closing transactions with the Fund, there can be no assurance that the Fund
will be able to liquidate an over-the-counter option at a favorable price at
any time prior to its expiration. Accordingly, the Fund might have to exercise
an over-the-counter option it holds in order to achieve the intended hedge.
Over-the- counter options are not subject to the protections afforded
purchasers of listed options by the Options Clearing Corporation or other
clearing organization.

The staff of the SEC has taken the position that over-the-counter options
should be treated as illiquid securities for purposes of each Fund's
investment restriction prohibiting it from investing more than 15% of its net
assets in illiquid securities. The Funds intend to comply with this position.

Income earned by a Fund from its hedging activities will be treated as
capital gain and, if not offset by net recognized capital losses incurred by
the Fund, will be distributed to shareholders in taxable distributions.
Although gain from options transactions may hedge against a decline in the
value of a Fund's portfolio securities, that gain, to the extent not offset by
losses, will be distributed in light of certain tax considerations and will
constitute a distribution of that portion of the value preserved against
decline.

SMALL COMPANIES

Investments in companies with relatively small capitalization may involve
greater risk than is usually associated with more established companies. These
companies often have limited product lines, markets or financial resources and
they may be dependent upon a relatively small management group. Their
securities may have limited marketability and may be subject to more abrupt or
erratic movements in price than securities of companies with larger
capitalization or market averages in general. The net asset values of funds
that invest in companies with smaller capitalization therefore may fluctuate
more widely than market averages.

MANAGEMENT OF THE TRUST

The trustees and officers of the Trust and their principal occupations
during the past five years are as follows:

EARL W. FOELL--Trustee. 43 Black Horse Lane, Cohasset, Massachusetts.
Retired; formerly Editor in-Chief, World Monitor Magazine and Editor-in-Chief,
The Christian Science Monitor.

RICHARD S. HOLWAY--Trustee. 1314 Seaspray Lane, Sanibel, Florida. Retired;
formerly, Vice President, Loomis Sayles. Director, Sandwich Cooperative Bank.

TERRY R. LAUTENBACH--Trustee. Shennamere Road, Darien, Connecticut. Retired;
formerly Senior Vice President, International Business Machines Corporation.
Director, Air Products and Chemicals, Inc., Melville Corp., and Varian
Associates, Inc.

MICHAEL T. MURRAY--Trustee. 404 N. Western Ave., Lake Forest, Illinois.
Retired; formerly, Vice President, Loomis Sayles.

*DANIEL J. FUSS--President and Trustee. Executive Vice President and
Director, Loomis Sayles.

SHEILA M. BARRY--Secretary and Compliance Officer. Assistant General Counsel
and Vice President, Loomis Sayles. Formerly, Senior Counsel and Vice
President, New England Funds, L.P.

ROBERT J. BLANDING--Executive Vice President. 465 First Street West, Sonoma,
California. President, Chairman, Director and Chief Executive Officer, Loomis
Sayles.

JEROME A. CASTELLINI--Vice President. Three 1st National Plaza, Chicago,
Illinois. Vice President and Director, Loomis Sayles.

MARY C. CHAMPAGNE--Vice President. 1533 N. Woodward, Bloomfield Hills,
Michigan. Vice President, Loomis Sayles; formerly, portfolio manager, NBD
Bank.
- --------
* Trustee deemed an "interested person" of the Trust, as defined by the 1940
Act.

10
<PAGE>

E. JOHN DEBEER--Vice President. Vice President, Loomis Sayles.

PAUL H. DREXLER--Vice President. Vice President, Loomis Sayles; formerly
Deputy Manager, Brown Brothers Harriman & Co.

WILLIAM H. EIGEN, JR.--Vice President. Vice President, Loomis Sayles;
formerly Vice President, INVESCO Funds Group and Vice President, The Travelers
Corp.

CHRISTOPHER R. ELY--Vice President. Vice President, Loomis Sayles; formerly
Senior Vice President and portfolio manager, Keystone Investment Management
Company, Inc.

QUENTIN P. FAULKNER--Vice President. Vice President, Loomis Sayles.

PHILIP C. FINE--Vice President. Vice President, Loomis Sayles; formerly Vice
President and portfolio manager, Keystone Investment Management Company, Inc.

MARTHA F. HODGMAN--Vice President. Vice President, Loomis Sayles.

MARK W. HOLLAND--Treasurer. Vice President--Finance and Administration and
Director, Loomis Sayles.

JOHN HYLL--Vice President. 35 North Lake Avenue, Pasadena, California. Vice
President, Loomis Sayles.

JEFFREY L. MEADE--Vice President. Executive Vice President, Chief Operating
Officer and Director, Loomis Sayles.

KENT P. NEWMARK--Vice President. 555 California Street, San Francisco,
California. Vice President and Director, Loomis Sayles.

SCOTT S. PAPE--Vice President. Vice President, Loomis Sayles.

JEFFREY C. PETHERICK--Vice President. 1533 N. Woodward, Bloomfield Hills,
Michigan. Vice President, Loomis Sayles.

PHILIP J. SCHETTEWI--Vice President. Vice President and Director, Loomis
Sayles.

DAVID L. SMITH--Vice President. Vice President, Loomis Sayles; formerly Vice
President and portfolio manager, Keystone Investment Management Company, Inc.

SANDRA P. TICHENOR--Vice President. 465 First Street West, Sonoma,
California. General Counsel, Vice President, Secretary and Clerk, Loomis
Sayles. Formerly, Partner, Heller, Ehrman, White & McAuliffe.

JEFFREY W. WARDLOW--Vice President. 1533 N. Woodward, Bloomfield Hills,
Michigan. Vice President, Loomis Sayles.

GREGG D. WATKINS--Vice President. Vice President, Loomis Sayles.

ANTHONY J. WILKINS--Vice President. Vice President and Director, Loomis
Sayles.

JOHN F. YEAGER III--Vice President. Vice President, Loomis Sayles; formerly
Vice President--Marketing, INVESCO Funds Group and Assistant Comptroller,
INVESCO Capital Management.

Previous positions during the past five years with Loomis Sayles are
omitted, if not materially different.

Except as indicated above, the address of each trustee and officer of the
Trust affiliated with Loomis Sayles is One Financial Center, Boston,
Massachusetts. The Trust pays no compensation to its officers or to the
trustees listed above who are directors, officers or employees of Loomis
Sayles. Each trustee who is not a director, officer or employee of Loomis
Sayles is compensated at the rate of $1,250 per fund per annum.

11
<PAGE>

COMPENSATION TABLE

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
(5)
TOTAL
(3) (4) COMPENSATION
(2) PENSION OR ESTIMATED FROM TRUST AND
(1) AGGREGATE RETIREMENT BENEFITS ANNUAL FUND COMPLEX*
NAME OF PERSON, COMPENSATION ACCRUED AS PART OF BENEFITS UPON PAID TO
POSITION FROM TRUST FUND EXPENSES RETIREMENT TRUSTEE
--------------- ------------ ------------------- ------------- --------------
<S> <C> <C> <C> <C>
Earl W. Foell, Trustee.. $12,812.50 N/A N/A $12,812.50
Richard S. Holway,
Trustee................ $12,812.50 N/A N/A $12,812.50
Terry R. Lautenbach,
Trustee................ $12,812.50 N/A N/A $12,812.50
Michael T. Murray,
Trustee................ $12,812.50 N/A N/A $12,812.50
</TABLE>
- --------
* No Trustee receives any compensation from any mutual funds affiliated with
Loomis Sayles, other than the Trust.

As of February 10, 1997 the officers and trustees of the Trust owned
beneficially shares of each Fund as follows: 11,766.561 shares of the Growth
Fund, 18,055.379 shares of the Core Value Fund, 29,531.022 shares of the Small
Cap Value Fund, 15,624.137 shares of the International Equity Fund, 11,906.835
shares of the Worldwide Fund, 217,036.885 shares of the Bond Fund, 21,514.129
shares of the Global Bond Fund, 2,165.523 shares of the U.S. Government
Securities Fund, 68,868.779 shares of the Municipal Bond Fund, 58,542.753
shares of the Short-Term Bond Fund, 50,964.392 shares of the High Yield Fund,
5.061 shares of the Investment Grade Bond Fund, 4.883 of the Mid-Cap Value
Fund, and 1,000.000 shares of the Small Cap Growth Fund. These amounts include
shares held by the Loomis Sayles Employees' Profit Sharing Plan (the "Profit
Sharing Plan") for the accounts of officers and trustees of the Trust, but
exclude all other holdings of the Profit Sharing Plan and the Loomis-Sayles
Funded Pension Plan (the "Pension Plan"). As of February 10, 1997, the Pension
Plan owned 20.59% of the High Yield Fund's, and 73.42% of the Investment Grade
Bond Fund's, outstanding Institutional Class shares, respectively. As of
February 10, 1997, the Profit Sharing Plan owned the following percentages of
the outstanding Institutional Class shares of the indicated Funds: 17.30% of
the Core Value Fund, 9.07% of the Global Bond Fund, 25.51% of the Growth Fund,
13.40% of the High Yield Fund, 87.20% of the Intermediate Maturity Bond Fund,
6.60% of the International Equity Fund, 15.17% of the Investment Grade Bond
Fund, 91.80% of the Mid-Cap Growth Fund, 33.96% of the Mid-Cap Value Fund,
13.13% of the Short-Term Bond Fund, 58.65% of the Small Cap Growth Fund, 8.53%
of the Small Cap Value Fund, 99.56% of the Strategic Value Fund, 8.12% of the
U.S. Government Securities Fund, and 26.70% of the Worldwide Fund. As of
February 10, 1997, the Pension Plan owned 100.00% of each of the Intermediate
Maturity Bond Fund's, the Strategic Value Fund's and the Worldwide Fund's
outstanding Retail Class shares. These amounts include shares of the Profit
Sharing Plan held for the accounts of employees and former employees of Loomis
Sayles who are trustees or officers of the Trust. The trustee of the Pension
Plan is Fleet Investment Management. The Pension Plan's Advisory Committee,
which is composed of the same individuals listed below as trustees of the
Profit Sharing Plan, has the sole voting and investment power with respect to
the Pension Plan's shares. The trustees of the Profit Sharing Plan are E. John
deBeer, Quentin P. Faulkner, Sandra P. Tichenor, Larry K. Shaw, Kathleen C.
Gaffney, Mark W. Holland, and Patrick P. Hurley, all of whom are officers and
employees of Loomis Sayles and (except for Messrs. Hurley and Shaw and Ms.
Gaffney) 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. The address for the
Profit Sharing Plan and the Pension Plan is One Financial Center, Boston,
Massachusetts. At the date of this Statement of Additional Information, no
officer or trustee, and as of February 10, 1997, except as noted below, no
person, owns more than 5% of the outstanding shares of any Fund.

12
<PAGE>

INSTITUTIONAL CLASS SHARES

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
BOND FUND
Charles Schwab & Co. Inc. 101 Montgomery St. 41.22%
San Francisco, CA 94104
Charles Schwab & Co. Inc. 101 Montgomery St. 8.19%
San Francisco, CA 94104
CORE VALUE FUND
Loomis Sayles Employees One Financial Center 17.30%
Profit Sharing Plan Boston, MA 02111
Olsen & Co. P.O. Box 92800 14.95%
C/O A/C 1556802070 Rochester, NY 14692
Attn: Mutual Fund Ops
Asbestos Workers Local C/O Loomis Sayles & Co. Inc. 8.34%
#84 Pension Fund 1593 North Woodward, Ste 300
Bloomfield Hills, MI 48304
GLOBAL BOND FUND
Olsen & Co. P.O. Box 92800 28.68%
C/O A/C 07-920-1556802 Rochester, NY 14692
Att: Mutual Fund Ops
Northwest Bank MN NA P.O. Box 1450 NW 8477 19.98%
C/F Desert States UFCW Union Minneapolis, MN 55480
Employees Pension AC#1327982D
Fleet National Bank TTEE P.O. Box 92800 15.26%
Kaman Corp Master Trust Fixed Rochester, NY 14692
Income Fund U/A/D 10-1-96
Attn A/C# 0004884410
Loomis Sayles One Financial Center 9.07%
Employees Profit Sharing Plan Boston, MA 02111
Charles Schwab & Co. Inc. 101 Montgomery St. 8.83%
San Francisco, CA 94104
GROWTH FUND
Loomis Sayles Employees One Financial Center 25.51%
Profit Sharing Plan Boston, MA 02111
Olsen & Co. P.O. Box 92800 13.48%
C/O A/C 07 925 4076300 Rochester, NY 14692
Comerica Bank Cust P.O. Box 75000 MC 3446 7.25%
FBO Grosse Pointe Woods Detroit, MI 48275
Employees Retirement System
First of America Bank -- P.O. Box 4042 5.24%
Michigan FBO Kalamazoo, MI 49003
International Assoc of Machinists
& Aerospace Workers Local Lodge
# 2848 Defined Benefit Pension Plan
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
HIGH YIELD FUND
Loomis, Sayles & Company, L.P. One Financial Center 20.59%
Boston, MA 02111
Daniel J. Fuss 44 Longfellow Road 20.59%
Wellesley, MA 02181
Loomis Sayles One Financial Center 13.40%
Employees Profit Sharing Plan Boston, MA 02111
MetroMed Anestheseology 770 Lexington Avenue 8.07%
K. Rosenbaum, M.D., Trustee New York, NY 10021
INTERMEDIATE MATURITY BOND FUND
Loomis Sayles One Financial Center 87.20%
Employees Profit Sharing Plan Boston, MA 02111
David B. Tukel 31725 Nottingham 5.49%
Debra L. Tukel JT TEN Franklin, MI 48025
Pomona College Alexander Hall 5.36%
550 N. College Ave.
Claremont, CA 91711
INTERNATIONAL EQUITY FUND
Comerica Bank FBO P.O. Box 75000 MC 3446 11.10%
City of Livonia Employee Detroit, MI 48275
Retirement System A/C 82150B
Olsen & Co. P.O. Box 92800 8.64%
C/O A/C 07 925 4076800 Rochester, NY 14692
Att: Mutual Fund Ops
Misericordia Home 6300 N. Ridge Ave. 8.18%
Chicago, IL 60660
Bank of New York P.O. Box 30772 6.68%
Western Tr FBO IATSE Los Angeles, CA 90030
Att: Mutual Fund 316226721
Loomis Sayles One Financial Center 6.60%
Employees Profit Sharing Plan Boston, MA 02111
INVESTMENT GRADE BOND FUND
Loomis Sayles & Company, L.P. Attn: Paul Sherba 73.42%
One Financial Center
Boston, MA 02111
Loomis Sayles One Financial Center 15.17%
Employees Profit Sharing Plan Boston, MA 02111
Pomona College Alexander Hall 5.73%
550 N. College Ave.
Claremont, CA 91711
MID-CAP GROWTH FUND
Loomis Sayles One Financial Center 91.80%
Employees Profit Sharing Plan Boston, MA 02111
</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
MID-CAP VALUE FUND
Loomis Sayles One Financial Center 33.96%
Employees Profit Sharing Plan Boston, MA 02111
East Jordan Iron Works Inc. P.O. Box 439 19.97%
Retirement Trust East Jordan, MI 49727
John W. George Jr. Trustee 590 Renaud 12.92%
John W. George Jr. Trust Grosse Pointe, MI 48236
U/A/D 12/6/90
Kathleen Carpenter, M.D. 612 South Bay Shore 6.66%
William R Church, M.D., TTEES Elk Rapids, MI 49629
Grand Traverse Radiologist's
PC PSP
Floyd Tukel, Trustee 2862 Chestnut Run Dr. 5.99%
Drs. Butler & Tukel Bloomfield Hills, MI 48302
Ophthamology PC
Employees Profit Sharing Trust
MUNICIPAL BOND FUND
Sally B. Searle Kinship Capital 13.49%
400 Skokie Blvd.; Ste. 675
Northbrook, IL 60062
Ann A. Morris Trustee General Delivery 12.99%
Ann A. Morris Trust Lummi Island, WA 98262
John W. George Jr. Trustee 590 Renaud 5.56%
John W. George Jr. Trust Grosse Pointe, MI 48236
U/A/D 12/6/90
SHORT-TERM BOND FUND
Charles Schwab & Co. Inc. 101 Montgomery St. 15.53%
San Francisco, CA 94104
John W. George Jr. Trustee 590 Renaud 13.78%
John W. George Jr. Trust Grosse Pointe, MI 48236
U/A/D 12/6/90
Loomis Sayles One Financial Center 13.13%
Employees Profit Sharing Plan Boston, MA 02111
SMALL CAP GROWTH FUND
Loomis Sayles One Financial Center 58.65%
Employees Profit Sharing Plan Boston, MA 02111
YMCA of Greater Boston 316 Huntington Ave. 25.84%
Boston, MA 02216
National Investor Services Corp. 55 Water St. 10.02%
For the Exclusive Benefit of New York, NY 10041
Our Customers
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
SMALL CAP VALUE FUND
Smith Barney Inc. 333 West 34th St.; 7th Fl. 11.55%
Book Entry Account New York, NY 10001
Loomis Sayles One Financial Center 8.53%
Employees Profit Sharing Plan Boston, MA 02111
Charles Schwab & Co. Inc. 101 Montgomery St. 6.70%
San Francisco, CA 94104
F M Kirby 17 Dehart St.; P.O. Box 151 5.99%
Morristown, NJ 07963
STRATEGIC VALUE FUND
Loomis Sayles One Financial Center 99.56%
Employees Profit Sharing Plan Boston, MA 02111
U.S. GOVERNMENT SECURITIES FUND
Olsen & Co. P.O. Box 92800 38.89%
C/O A/C 07-920-1556802 Rochester, NY 14692
Att: Mutual Fund Ops
Loomis Sayles One Financial Center 8.12%
Employees Profit Sharing Plan Boston, MA 02111
National City Bank Columbus P.O. Box 94777 6.79%
Trustee Columbus Distributing Cleveland, OH 44101
Co. PSP
WORLDWIDE FUND
Olsen & Co. P.O. Box 92800 71.51%
C/O A/C 10-07-920-1556802 Rochester, NY 14692
Loomis Sayles One Financial Center 26.70%
Employees Profit Sharing Plan Boston, MA 02111

RETAIL CLASS SHARES

<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
BOND FUND
UMBSC & Co. P.O. Box 419260 11.71%
FBO The Episcopal Kansas City, MO 64141
Diocese of Kansas
370164014
National Investor Services Corp. 55 Water Street 9.91%
For the Exclusive Benefit of New York, NY 10041
Our Customers
CORE VALUE FUND
NFSC FEBO #110-415740 55 Falmouth Rd 54.74%
Christa M. Gaehde Arlington, MA 02174
FMT CO TTEE FRP MP A/C
Donaldson Lufkin Jenrette P.O. Box 2052 23.35%
Securities Corporation Inc. Jersey City, 07303
</TABLE>

16
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co. Inc. 101 Montgomery St. 17.09%
Attn. Mutual Fund Dept. San Francisco, CA 94104
GLOBAL BOND FUND
Charles Schwab & Co. Inc. 101 Montgomery St. 15.53%
Attn. Mutual Fund Dept. San Francisco, CA 94104
A/C 8700012578-8
Charles Schwab & Co. Inc. 101 Montgomery St. 15.01%
Attn. Mutual Fund Dept. San Francisco, CA 94104
A/C 8700012576-2
NFSC FEBO # X42-090735 2219 Calusa Lakes Blvd. 8.21%
Peter S. Price Nokomis, FL 34275
Donaldson Lufkin Jenrette P.O. Box 2052 7.07%
Securities Corporation Inc. Jersey City, 07303
NFSC FEBO #153-307734 2404 Angle Ct. 5.53%
FMT CO CUST IRA Rollover Decatur, IL 62521
GROWTH FUND
Charles Schwab & Co. Inc. 101 Montgomery St. 31.00%
Attn. Mutual Fund Dept. San Francisco, CA 94104
Donaldson Lufkin Jenrette P.O. Box 2052 10.29%
Securities Corporation Inc. Jersey City, 07303
A/C 7710000004-3
Donaldson Lufkin Jenrette P.O. Box 2052 9.33%
Securities Corporation Inc. Jersey City, 07303
A/C 7710000002-7
National Investor Services Corp. 55 Water Street 8.53%
For the Exclusive Benefit of New York, NY 10041
Our Customers Mutual Funds Dept. 32nd Floor
HIGH YIELD FUND
NFSC FEBO # 125-254282 533 Coal Creek Lane 19.13%
FMT CO CUST IRA Louisville, CO 80027
FBO Bruce R. Becker
Donaldson Lufkin Jenrette P.O. Box 2052 19.04%
Securities Corporation Inc. Jersey City, 07303
A/C 4340000003-6
Donaldson Lufkin Jenrette P.O. Box 2052 11.14%
Securities Corporation Inc. Jersey City, 07303
A/C 1000020331-8
NFSC FEBO # X67-191930 P.O Box 190444 9.62%
Martha I. Bennett Irrev. Trust Dallas, TX 75219
Paul Wilton Bennett, Trustee
U/A 08/24/84
Charles Schwab & Co. Inc. 101 Montgomery St. 9.29%
Attn. Mutual Fund Dept. San Francisco, CA 94104
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
Donaldson Lufkin Jenrette P.O. Box 2052 6.90%
Securities Corporation Inc. Jersey City, 07303
A/C 4340000000-7
NFSC FEBO # 175-135704 5305 Bennett Rd. 6.43%
FMT CO CUST IRA Chattanooga, TN 37412
FBO James J. Hinkle
INTERMEDIATE MATURITY BOND FUND
Loomis Sayles & Co. L.P One Financial Center 100.00%
Attn: Paul Sherba Boston, MA 02111
INTERNATIONAL EQUITY FUND
Charles Schwab & Co. Inc. 101 Montgomery St. 83.84%
Attn. Mutual Fund Dept. San Francisco, CA 94104
National Investor Services Corp. 55 Water Street 13.26%
For the Exclusive Benefit of New York, NY 10041
Our Customers Mutual Funds Dept. 32nd Floor
INVESTMENT GRADE BOND FUND
Carolyn D. Cavanaugh 3141 Pine Branch Drive 99.80%
Kissimmee, FL 34741
MID-CAP GROWTH FUND
Tricia H. Mills CUST 155 N. Lake #1030 49.89%
Tyra Hunter Mills Pasadena, CA 91101
Unif Trans Min Act -CA
Tricia H. Mills CUST 155 N. Lake #1030 49.89%
Brigitte Easton Mills Pasadena, CA 91101
Unif Trans Min Act -CA
MID-CAP VALUE FUND
Donaldson Lufkin Jenrette P.O. Box 2052 99.97%
Securities Corporation Inc. Jersey City, 07303
SHORT-TERM BOND FUND
Donaldson Lufkin Jenrette P.O. Box 2052 35.20%
Securities Corporation Inc. Jersey City, 07303
A/C 7700000000-4
Donaldson Lufkin Jenrette P.O. Box 2052 9.54%
Securities Corporation Inc. Jersey City, 07303
Donaldson Lufkin Jenrette P.O. Box 2052 16.60%
Securities Corporation Inc. Jersey City, 07303
A/C 1000020323-7
Donaldson Lufkin Jenrette P.O. Box 2052 9.54%
Securities Corporation Inc. Jersey City, 07303
A/C 1000020327-9
NFSC FEBO # 137-326321 8310 Holly Haven Lane 7.78%
Stephanie S. Lord Cust Fairfax Station, VA 22039
Matthew Charles Lord UTMA VA
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------

<S> <C> <C>
SMALL CAP GROWTH FUND
Donaldson Lufkin Jenrette P.O. Box 2052 68.10%
Securities Corporation Inc. Jersey City, 07303
Charles Schwab & Co. Inc. 101 Montgomery St. 25.47%
Attn. Mutual Fund Dept. San Francisco, CA 94104
State Bank of the Lakes Trustee 440 West Lake Street 6.41%
U/W Of Louise Murrie Antioch, IL 60002
FBO William Slater DTD 6-27-88
Trust Department
SMALL CAP VALUE FUND
Chase Manhattan Bank Trustee 770 Broadway 30.87%
Metlife Defined Contribution 10th Floor
Group; Attn: Judith Trepanowski New York, NY 10003
Charles Schwab & Co. Inc. 101 Montgomery St. 27.37%
Att: Mutual Fund Dept. San Francisco, CA 94104
A/C 8700012578-8
Charles Schwab & Co. Inc. 101 Montgomery St. 13.40%
Att: Mutual Fund Dept. San Francisco, CA 94104
A/C 87000012576-2
STRATEGIC VALUE FUND
Loomis Sayles & Co. L.P. One Financial Center 100.00%
Attn: Paul Sherba Boston, MA 02111
WORLDWIDE FUND
Loomis Sayles & Co. L.P. One Financial Center 100.00%
Attn: Paul Sherba Boston, MA 02111
</TABLE>

To the extent any of the shareholders listed above beneficially owns more
than 25% of a Fund, it may be deemed to "control" such Fund.

19
<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

Advisory Agreements. Loomis Sayles serves as investment adviser under a
separate advisory agreement relating to each of the Bond and High Yield Funds,
each dated August 30, 1996, relating to the Growth, Core Value, Small Cap
Value, International Equity, Worldwide, Global Bond, U.S. Government
Securities, Municipal Bond and Short-Term Bond Funds, each dated August 30,
1996, as amended January 1, 1997, and relating to each of the Small Cap
Growth, Mid-Cap Value, Mid-Cap Growth, Strategic Value, Investment Grade Bond,
and Intermediate Maturity Bond Funds, each dated December 1, 1996. The
advisory agreements relating to each of the Growth, Core Value, Small Cap
Value, International Equity, Worldwide, Global Bond, U.S. Government
Securities, Municipal Bond and Short-Term Bond Funds were amended effective
January 1, 1997 solely for the purpose of reducing the fees payable
thereunder. Under each advisory agreement, Loomis Sayles manages the
investment and reinvestment of the assets of the relevant Fund and generally
administers its 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
the 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 following annual percentage rates of the particular Fund's
average daily net assets:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Growth.............................................................. .50%
Core Value.......................................................... .50
Small Cap Value..................................................... .75
International Equity................................................ .75
Worldwide........................................................... .75
Small Cap Growth.................................................... .75
Mid-Cap Value....................................................... .75
Mid-Cap Growth...................................................... .75
Strategic Value..................................................... .50
Bond................................................................ .60
High Yield.......................................................... .60
Global Bond......................................................... .60
U.S. Government Securities.......................................... .40
Municipal Bond...................................................... .40
Short-Term Bond..................................................... .25
Investment Grade Bond............................................... .40
Intermediate Maturity Bond.......................................... .40
</TABLE>

During the periods shown below, pursuant to advisory agreements in effect
prior to January 1, 1997 under which fees were payable to Loomis Sayles at the
following annual rates by the indicated Funds (expressed as a percentage of
average daily net assets): Growth, 0.75%; Core Value, 0.75%; International
Equity, 1.00%; Small Cap Value, 1.00%; Bond, 0.60%; Global Bond, 0.75%; U.S.
Government, 0.60%; Municipal Bond, 0.60%; Short Term Bond, 0.50%; Worldwide,
0.75%; High Yield, 0.60%, Loomis Sayles received the following amount of
investment advisory fees from each Fund (before voluntary fee reductions and
expense assumptions) and bore the following amounts of fee reductions and
expense assumptions for each Fund:

20
<PAGE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED 12/31/94 FISCAL YEAR ENDED 12/31/95 FISCAL YEAR ENDED 12/31/96
---------------------------- ---------------------------- -----------------------------
FEE WAIVERS FEE WAIVERS FEE WAIVERS
ADVISORY AND EXPENSE ADVISORY AND EXPENSE ADVISORY AND EXPENSE
FUND FEES ASSUMPTIONS FEES ASSUMPTIONS FEES ASSUMPTIONS
---- ------------- -------------- ------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Growth.................. $ 248,311 $ 0 $ 319,009 $ 0 $ 318,602 $ 0
Core Value.............. 188,066 0 243,025 0 297,001 0
Small Cap Value......... 790,607 0 839,470 0 1,125,160 0
International Equity.... 670,041 0 781,765 0 848,205 0
Worldwide............... N/A N/A N/A N/A 23,335 84,635
Small Cap Growth*....... N/A N/A N/A N/A N/A N/A
Mid-Cap Value*.......... N/A N/A N/A N/A N/A N/A
Mid-Cap Growth*......... N/A N/A N/A N/A N/A N/A
Strategic Value*........ N/A N/A N/A N/A N/A N/A
Bond.................... 511,925 0 917,444 0 2,205,461 0
Global Bond............. 196,543 0 106,447 26,849 119,648 43,855
U.S. Government Securi-
ties................... 106,524 39,088 107,644 39,836 130,189 40,922
Municipal Bond.......... 36,708 83,642 45,872 77,750 48,518 105,784
Short-Term Bond......... 81,344 53,010 124,536 6,383 100,693 34,987
High Yield.............. N/A N/A N/A N/A 2,544 47,964
Investment Grade Bond*.. N/A N/A N/A N/A N/A N/A
Intermediate Maturity
Bond*.................. N/A N/A N/A N/A N/A N/A
</TABLE>
- --------
* The Small Cap Growth, Mid-Cap Value, Mid-Cap Growth, Strategic Value,
Investment Grade Bond and Intermediate Maturity Bond Funds commenced
investment operations on January 2, 1997.

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 material 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 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. Loomis Sayles will not be required to
reduce its fee or pay such expenses to an extent or under circumstances which
would result in any Fund's inability to qualify as a regulated investment
company under the Code. The term "expenses" is defined in the advisory
agreements or in relevant state regulations and excludes brokerage
commissions, taxes, interest, distribution-related expenses and extraordinary
expenses.

As described in the Prospectus, Loomis Sayles has agreed to certain
additional, voluntary arrangements to limit Fund expenses. These arrangements
may be modified or terminated by Loomis Sayles at any time.

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

21
<PAGE>

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 such
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 terminates
automatically in the event of its assignment. In addition, each 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" and "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.

Loomis Sayles acts as investment adviser or subadviser to New England Value
Fund, New England Capital Growth Fund, New England Strategic Income Fund, New
England Star Advisers Fund; New England Star Small Cap Fund and New England
Balanced Fund, which are series of New England Funds Trust I, a registered
open- end management investment company, New England High Income Fund, a
series of New England Fund Trust II, a registered, open-end management
investment company, New England Equity Income Fund, a series of New England
Funds Trust III, a registered open-end management investment company, and to
the Balanced Series, the Avanti Growth Series and the Small Cap Series of New
England Zenith Fund, which is also a registered open-end management investment
company, as well as to Loomis Sayles Investment Trust, also a registered open-
end management investment company. Loomis Sayles also provides investment
advice to certain other open-end management investment companies and numerous
other corporate and fiduciary clients.

Loomis Sayles' sole general partner is Loomis Sayles & Company, Inc., which
is a wholly-owned subsidiary of New England Investment Companies, L.P.
("NEIC"). NEIC's sole general partner is New England Investment Companies,
Inc., which is a wholly-owned subsidiary of NEIC Holdings, Inc., a wholly-
owned subsidiary of Metropolitan Life Insurance Company.

Certain officers and trustees of the Trust also serve as officers, directors
and trustees of other investment companies and clients advised by Loomis
Sayles. The other investment companies and clients sometimes invest in
securities in which the Funds also invest. If a Fund and such other investment
companies or clients desire to buy or sell the same portfolio securities at
the same time, purchases and sales may be allocated, to the extent
practicable, on a pro rata basis in proportion to the amounts desired to be
purchased or sold for each. It is recognized that in some cases the practices
described in this paragraph could have a detrimental effect on the price or
amount of the securities which a Fund purchases or sells. In other cases,
however, it is believed that these practices may benefit the Funds. It is the
opinion of the trustees that the desirability of retaining Loomis Sayles as
adviser for the Funds outweighs the disadvantages, if any, which might result
from these practices.

Distribution Agreement and Rule 12b-1 Plans. Under an agreement with the
Trust (the "Distribution Agreement"), Loomis Sayles Distributors, L.P. serves
as the general distributor of each class of shares of the Funds. Under this
agreement, Loomis Sayles Distributors, L.P. is not obligated to sell a
specific number of shares. Loomis Sayles Distributors, L.P. bears the cost of
making information about the Funds available through advertising and other
means and the cost of printing and mailing prospectuses to persons other than
shareholders. The Funds pay the cost of registering and qualifying their
shares under state and federal securities laws and the distribution of
prospectuses to existing shareholders.

As described in the Prospectuses, the Funds (other than the U.S. Government
Securities and Municipal Bond Funds) have adopted Rule 12b-1 plans (the
"Plans") for their Retail Class shares which, among other things,

22
<PAGE>

permit them to pay the Fund's distributor (currently Loomis Sayles
Distributors, L.P.) monthly fees, at annual rates not exceeding 0.25% of the
assets of the Retail Class. Pursuant to Rule 12b-1 under the 1940 Act, each
Plan (together with the Distribution Agreement) was approved by the board of
trustees, including a majority of the trustees who are not interested persons
of the Trust (as defined in the 1940 Act) and who have no direct or indirect
financial interest in the operations of the Plan or the Distribution Agreement
(the "Independent Trustees").

Each Plan may be terminated by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding voting securities of the
Retail Class shares of the Fund to which the Plan relates. Each Plan may be
amended by vote of the trustees, including a majority of the Independent
Trustees, cast in person at a meeting called for the purpose. Any change in
any Plan that would materially increase the fees payable thereunder by the
Retail Class shares of the Fund requires approval of the Retail Class
shareholders of that Fund. The Trust's trustees review quarterly written
reports of such costs and the purposes for which such costs have been
incurred. Each Plan provides that, for so long as that Plan is in effect,
selection and nomination of those trustees who are not interested persons of
the Trust shall be committed to the discretion of such disinterested persons.

The Distribution Agreement may be terminated at any time with respect to a
Fund on 60 days' written notice without payment of any penalty by the Trust or
by vote of a majority of the outstanding voting securities of that Fund or by
vote of a majority of the Independent Trustees.

The Distribution Agreement and the Plans will continue in effect for
successive one-year periods, provided that each such continuance is
specifically approved (i) by the vote of a majority of the entire board of
trustees and (ii) by the vote of a majority of the Independent Trustees, in
each case cast in person at a meeting called for that purpose.

Custodial Arrangements. State Street Bank and Trust Company ("State Street
Bank"), Boston, Massachusetts 02102, is the Trust's custodian. As such, State
Street Bank holds in safekeeping certificated securities and cash belonging to
the Funds and, in such capacity, is the registered owner of securities held in
book entry form belonging to the Funds. Upon instruction, State Street Bank
receives and delivers cash and securities of the Funds in connection with Fund
transactions and collects all dividends and other distributions made with
respect to Fund portfolio securities. State Street Bank also maintains certain
accounts and records of the Funds and calculates the total net asset value,
total net income and net asset value per share of each Fund on a daily basis.

Independent Accountants. The Fund's independent accountants are Coopers &
Lybrand L.L.P., One Post Office Square, Boston, Massachusetts. Coopers &
Lybrand conducts an annual audit of the Trust's financial statements, assists
in the preparation of the Funds' federal and state income tax returns and
consults with the Funds as to matters of accounting and federal and state
income taxation. The information under the caption "Financial Highlights"
included in the Prospectus has been so included, and the financial statements
incorporated by reference herein from the Fund's 1995 Annual Report have been
so incorporated, in reliance on the reports of Coopers & Lybrand, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In placing orders for the purchase and sale of portfolio securities for each
Fund, Loomis Sayles always seeks the best price and execution. Transactions in
unlisted securities are carried out through broker-dealers who make the
primary market for such securities unless, in the judgment of Loomis Sayles, a
more favorable price can be obtained by carrying out such transactions through
other brokers or dealers.

Loomis Sayles selects only brokers or dealers which it believes are
financially responsible, will provide efficient and effective services in
executing, clearing and settling an order and will charge commission rates

23
<PAGE>

which, when combined with the quality of the foregoing services, will produce
best price and execution for the transaction. This does not necessarily mean
that the lowest available brokerage commission will be paid. However, the
commissions are believed to be competitive with generally prevailing rates.
Loomis Sayles will use its best efforts to obtain information as to the
general level of commission rates being charged by the brokerage community
from time to time and will evaluate the overall reasonableness of brokerage
commissions paid on transactions by reference to such data. In making such
evaluation, all factors affecting liquidity and execution of the order, as
well as the amount of the capital commitment by the broker in connection with
the order, are taken into account. The Funds, other than the International
Equity and Worldwide Funds, will not pay a broker a commission at a higher
rate than otherwise available for the same transaction in recognition of the
value of research services provided by the broker or in recognition of the
value of any other services provided by the broker which do not contribute to
the best price and execution of the transaction.

Receipt of research services from brokers may sometimes be a factor in
selecting a broker which Loomis Sayles believes will provide best price and
execution for a transaction. These research services include not only a wide
variety of reports on such matters as economic and political developments,
industries, companies, securities, portfolio strategy, account performance,
daily prices of securities, stock and bond market conditions and projections,
asset allocation and portfolio structure, but also meetings with management
representatives of issuers and with other analysts and specialists. Although
it is not possible to assign an exact dollar value to these services, they
may, to the extent used, tend to reduce Loomis Sayles' expenses. Such services
may be used by Loomis Sayles in servicing other client accounts and in some
cases may not be used with respect to the Funds. Receipt of services or
products other than research from brokers is not a factor in the selection of
brokers.

International Equity and Worldwide Funds. In placing orders for the purchase
and sale of securities for the International Equity and Worldwide Funds,
Loomis Sayles follows the same policies as for the other Funds, except that
Loomis Sayles may cause the International Equity and Worldwide Funds to pay a
broker-dealer that provides brokerage and research services to Loomis Sayles
an amount of commission for effecting a securities transaction for those Funds
in excess of the amount another broker-dealer would have charged for effecting
that transaction. Loomis Sayles must determine in good faith that such greater
commission is reasonable in relation to the value of the brokerage and
research services provided by the executing broker-dealer viewed in terms of
that particular transaction or Loomis Sayles' overall responsibilities to the
Trust and its other clients. Loomis Sayles's authority to cause the
International Equity and Worldwide Funds to pay such greater commissions is
also subject to such policies as the Trustees of the Trust may adopt from time
to time.

The following three tables set forth, for the fiscal years ended December
31, 1994, December 31, 1995 and December 31, 1996, respectively, (1) the
aggregate dollar amount of brokerage commissions paid on portfolio
transactions during such period, (2) the dollar amount of transactions on
which brokerage commissions were paid during such period that were directed to
brokers providing research services ("directed transactions") and (3) the
dollar amount of commissions paid on directed transactions during such period.
Funds not listed in a table did not pay brokerage commissions during the
relevant period.

FISCAL YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
(1) (3)
AGGREGATE (2) COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
---- ----------- ------------ ------------
<S> <C> <C> <C>
Growth.............................. $ 44,867 $ 35,606,334 $ 44,867
Core Value.......................... $ 50,131 $ 28,909,781 $ 50,131
Small Cap Value..................... $179,677 $130,509,692 $179,677
International Equity................ $712,614 $158,862,963 $712,614
</TABLE>

24
<PAGE>

FISCAL YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
(1) (3)
AGGREGATE (2) COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
---- ----------- ------------ ------------
<S> <C> <C> <C>
Growth.............................. $ 49,657 $ 43,318,381 $ 49,657
Core Value.......................... $ 55,978 $ 13,062,283 $ 20,980
Small Cap Value..................... $ 584,643 $ 8,919,867 $ 21,655
International Equity................ $ 824,038 $198,137,121 $ 824,038

FISCAL YEAR ENDED DECEMBER 31, 1996

<CAPTION>
(1) (3)
AGGREGATE (2) COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
---- ----------- ------------ ------------
<S> <C> <C> <C>
Growth.............................. $ 81,708 $97,799,290 $ 81,708
Core Value.......................... $ 64,033 $17,907,024 $ 28,782
Small Cap Value..................... $ 248,992 $15,896,278 $ 45,316
International Equity................ $1,002,393 $257,530,857 $1,002,393
Worldwide........................... $ 9,631 $ 0 $ 0
</TABLE>

DESCRIPTION OF THE TRUST

The Trust, registered with the SEC as a diversified open-end management
investment company, is organized as a Massachusetts business trust under the
laws of Massachusetts by an Agreement and Declaration of Trust (the
"Declaration of Trust") dated February 20, 1991.

The Declaration of Trust currently permits the trustees to issue an
unlimited number of full and fractional shares of each series. Each share of
each Fund represents an equal proportionate interest in such Fund with each
other share of that Fund and is entitled to a proportionate interest in the
dividends and distributions from that Fund. The shares of each Fund do not
have any preemptive rights. Upon termination of any Fund, whether pursuant to
liquidation of the Trust or otherwise, shareholders of that Fund are entitled
to share pro rata in the net assets of that Fund available for distribution to
shareholders. The Declaration of Trust also permits the trustees to charge
shareholders directly for custodial, transfer agency and servicing expenses.

The assets received by each Fund for the issue or sale of its shares and all
income, earnings, profits, losses and proceeds therefrom, subject only to the
rights of creditors, are allocated to, and constitute the underlying assets
of, that Fund. The underlying assets are segregated and are charged with the
expenses with respect to that Fund and with a share of the general expenses of
the Trust. Any general expenses of the Trust that are not readily identifiable
as belonging to a particular Fund are allocated by or under the direction of
the trustees in such manner as the trustees determine to be fair and
equitable. While the expenses of the Trust are allocated to the separate books
of account of each Fund, certain expenses may be legally chargeable against
the assets of all Funds.

The Declaration of Trust also permits the trustees, without shareholder
approval, to subdivide any series of shares or Fund into various classes of
shares with such dividend preferences and other rights as the trustees may
designate. Shares of each Fund (other than the U.S. Government Securities and
Municipal Bond Funds) are currently divided into two classes, designated
Retail Class and Institutional Class. The trustees may also, without
shareholder approval, establish one or more additional separate portfolios for
investments in the Trust or merge two or more existing portfolios.
Shareholders' investments in such an additional or merged portfolio would be
evidenced by a separate series of shares (i.e., a new "Fund").

25
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The Declaration of Trust provides for the perpetual existence of the Trust.
The Trust or any Fund, however, may be terminated at any time by vote of at
least two-thirds of the outstanding shares of each Fund affected. The
Declaration of Trust further provides that the trustees may also terminate the
Trust or any Fund upon written notice to the shareholders. As a matter of
policy, however, the trustees will not terminate the Trust or any Fund without
submitting the matter to a vote of the shareholders of the Trust or the
relevant Fund.

VOTING RIGHTS

As summarized in the Prospectus, shareholders are entitled to one vote for
each full share held (with fractional votes for each fractional share held)
and may vote (to the extent provided in the Declaration of Trust) on the
election of trustees and the termination of the Trust and on other matters
submitted to the vote of shareholders.

The Declaration of Trust provides that on any matter submitted to a vote of
all Trust shareholders, all Trust shares entitled to vote shall be voted
together irrespective of series or sub-series unless the rights of a
particular series or sub-series would be adversely affected by the vote, in
which case a separate vote of that series or sub-series shall also be required
to decide the question. Also, a separate vote shall be held whenever required
by the 1940 Act or any rule thereunder. Rule 18f-2 under the 1940 Act provides
in effect that a class shall be deemed to be affected by a matter unless it is
clear that the interests of each class in the matter are substantially
identical or that the matter does not affect any interest of such class. On
matters affecting an individual series, only shareholders of that series are
entitled to vote. Consistent with the current position of the SEC,
shareholders of all series vote together, irrespective of series, on the
election of trustees and the selection of the Trust's independent accountants,
but shareholders of each series vote separately on other matters requiring
shareholder approval, such as certain changes in investment policies of that
series or the approval of the investment advisory agreement relating to that
series.

There will normally be no meetings of shareholders for the purpose of
electing trustees except that, in accordance with the 1940 Act, (i) the Trust
will hold a shareholders' meeting for the election of trustees at such time as
less than a majority of the trustees holding office have been elected by
shareholders, and (ii) if, as a result of a vacancy on the board of trustees,
less than two-thirds of the trustees holding office have been elected by the
shareholders, that vacancy may be filled only 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 and filed with the
Trust's custodian or by a vote of the holders of two-thirds of the outstanding
shares at a meeting duly called for that purpose, which meeting shall be held
upon the written request of the holders of not less than 10% of the
outstanding shares.

Upon written request by the holders of shares having a net asset value
constituting 1% of the outstanding shares stating that such shareholders wish
to communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a trustee, the
Trust has undertaken to provide a list of shareholders or to disseminate
appropriate materials (at the expense of the requesting shareholders).

Except as set forth above, the trustees shall continue to hold office and
may appoint successor trustees. Voting rights are not cumulative.

No amendment may be made to the Declaration of Trust without the affirmative
vote of a majority of the outstanding shares of the Trust, except (i) to
change the Trust's name or to cure technical problems in the Declaration of
Trust and (ii) to establish, change or eliminate the par value of any shares
(currently all shares have no par value).

SHAREHOLDER AND TRUSTEE LIABILITY

Under Massachusetts law shareholders could, under certain circumstances, be
held personally liable for the obligations of the Fund of which they are
shareholders. However, the Declaration of Trust disclaims shareholder

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<PAGE>

liability for acts or obligations of each Fund and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered
into or executed by the Trust or the trustees. The Declaration of Trust
provides for indemnification out of Fund property for all loss and expense of
any shareholder held personally liable for the obligations of the Fund. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is considered remote since it is limited to circumstances in which
the disclaimer is inoperative and the Fund itself would be unable to meet its
obligations.

The Declaration of Trust further provides that the trustees will not be
liable for errors of judgment or mistakes of fact or law. However, nothing in
the Declaration of Trust protects a trustee against any liability to which the
trustee would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office. The By-Laws of the Trust provide for indemnification by
the Trust of the trustees and officers of the Trust except with respect to any
matter as to which any such person did not act in good faith in the reasonable
belief that such action was in or not opposed to the best interests of the
Trust. No officer or trustee may be indemnified against any liability to the
Trust or the Trust's shareholders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.

HOW TO BUY SHARES

The procedures for purchasing shares of each Fund are summarized in the
Prospectus under "How to Purchase Shares."

NET ASSET VALUE

The net asset value of the shares of each Fund is determined by dividing
that Fund's total net assets (the excess of its assets over its liabilities)
by the total number of shares of the Fund outstanding and rounding to the
nearest cent. Such determination is made as of the close of regular trading on
the New York Stock Exchange on each day on which that Exchange is open for
unrestricted trading, and no less frequently than once daily on each day
during which there is sufficient trading in a Fund's portfolio securities that
the value of that Fund's shares might be materially affected. During the 12
months following the date of this Statement of Additional Information, the New
York Stock Exchange is expected to be closed on the following weekdays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. Equity securities listed on an
established securities exchange or on the Nasdaq National Market System are
normally valued at their last sale price on the exchange where primarily
traded or, if there is no reported sale during the day, and in the case of
over-the-counter securities not so listed, at the last bid price. Long-term
debt securities are valued by a pricing service, which determines valuations
of normal institutional-size trading units of long-term debt securities. Such
valuations are determined using methods based on market transactions for
comparable securities and on various relationships between securities which
are generally recognized by institutional traders. Other securities for which
current market quotations are not readily available (including restricted
securities, if any) and all other assets are taken at fair value as determined
in good faith by the board of trustees, although the actual calculations may
be made by persons acting pursuant to the direction of the board.

Generally, trading in foreign securities markets is substantially completed
each day at various times prior to the close of regular trading on the New
York Stock Exchange. Occasionally, events affecting the value of foreign fixed
income securities and of equity securities of non-U.S. issuers not traded on a
U.S. exchange may occur between the completion of substantial trading of such
securities for the day and the close of regular trading on the New York Stock
Exchange, which events will not be reflected in the computation of the Fund's
net asset value. If events materially affecting the value of any Fund's
portfolio securities occur during such period, then these securities will be
valued at their fair value as determined in good faith by or in accordance
with procedures approved by the trustees.

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<PAGE>

SHAREHOLDER SERVICES

OPEN ACCOUNTS

A shareholder's investment in any Fund is automatically credited to an open
account maintained for the shareholder by Boston Financial Data Services, Inc.
("BFDS"), the shareholder servicing agent for State Street Bank. Certificates
representing shares are issued only upon written request to BFDS but are not
issued for fractional shares. Following each transaction in the account, a
shareholder will receive an account statement disclosing the current balance
of shares owned and the details of recent transactions in the account. After
the close of each fiscal year State Street Bank will send each shareholder a
statement providing federal tax information on dividends and distributions
paid to the shareholder during the year. This should be retained as a
permanent record. Shareholders will be charged a fee for duplicate
information.

The open account system permits the purchase of full and fractional shares
and, by making the issuance and delivery of certificates representing shares
unnecessary, eliminates the problems of handling and safekeeping certificates,
and the cost and inconvenience of replacing lost, stolen, mutilated or
destroyed certificates.

The costs of maintaining the open account system are borne by the Trust, and
no direct charges are made to shareholders. Although the Trust has no present
intention of making such direct charges to shareholders, it reserves the right
to do so. Shareholders will receive prior notice before any such charges are
made.

SYSTEMATIC WITHDRAWAL PLAN

A Systematic Withdrawal Plan, referred to in the Prospectus under
"Shareholder Services--Systematic Withdrawal Plan," provides for monthly,
quarterly, semiannual or annual withdrawal payments of $50 or more from the
account of an eligible shareholder, as provided therein, provided that the
account has a value of at least $10,000 at the time the plan is established.

Payments will be made either to the shareholder or to any other person
designated by the shareholder. If payments are issued to an individual other
than the registered owner(s), a signature guarantee will be required on the
Plan application. All shares in an account that is subject to a Systematic
Withdrawal Plan must be held in an open account rather than in certificated
form. Income dividends and capital gain distributions will be reinvested at
the net asset value determined as of the close of regular trading on the New
York Stock Exchange on the record date for the dividend or distribution.

Since withdrawal payments represent proceeds from liquidation of shares, the
shareholder should recognize that withdrawals may reduce and possibly exhaust
the value of the account, particularly in the event of a decline in net asset
value. Accordingly, the shareholder should consider whether a Systematic
Withdrawal Plan and the specified amounts to be withdrawn are appropriate in
the circumstances. The Fund makes no recommendations or representations in
this regard. It may be appropriate for the shareholder to consult a tax
adviser before establishing such a plan. See "Redemptions" and "Income
Dividends, Capital Gain Distributions and Tax Status" below for certain
information as to federal income taxes.

EXCHANGE PRIVILAGE

Shareholders may redeem their shares of any Fund and have the proceeds
applied on the same day to purchase shares of any other Fund or of New England
Cash Management Trust or New England Tax Exempt Money Market Trust. Exchange
of shares of the High Yield Fund purchased within one year of such exchanges
will be subject to a redemption fee of 2.00% of the amount exchanged. For
purposes of determining whether a redemption fee is payable with respect to
shares of the High Yield Fund purchased by exchange of shares of another fund,
the one-year period shall be deemed to begin on the date of such purchase by
exchange. This option is summarized in the Prospectus under "Shareholder
Services--Free Exchange Privilege."

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<PAGE>

Exchanges may be effected by (1) making a telephone request by calling 800-
633-3330, provided that a special authorization form is on file with BFDS, or
(2) sending a written exchange request to BFDS accompanied by an account
application for the appropriate fund. The Trust reserves the right to modify
this exchange privilege without prior notice. An exchange constitutes a sale
of the shares for federal income tax purposes on which the investor may
realize a capital gain or loss.

IRAS

Under "Shareholder Services--Retirement Plans," the Prospectus refers to
IRAs established under a prototype plan made available by Loomis Sayles. These
plans may be funded with shares of any Fund, although it is expected that
shares of the Municipal Bond Fund would ordinarily not be an appropriate
investment for these plans.

All income dividends and capital gain distributions of plan participants
must be reinvested. Plan documents and further information can be obtained
from Loomis Sayles.

Check with your financial or tax adviser as to the suitability of Fund
shares for your retirement plan.

REDEMPTIONS

The procedures for redemption of Fund shares are summarized in the
Prospectus under "How to Redeem Shares."

Except as noted below, signatures on redemption requests must be guaranteed
by commercial banks, trust companies, savings associations, credit unions or
brokerage firms that are members of domestic securities exchanges. Signature
guarantees by notaries public are not acceptable. However, as noted in the
Prospectus, a signature guarantee will not be required if the proceeds of the
redemption do not exceed $50,000 and the proceeds check is made payable to the
registered owner(s) and mailed to the record address.

If a shareholder selects the telephone redemption service in the manner
described in the next paragraph, Fund shares may be redeemed by making a
telephone call directly to BFDS at 800-626-9390. When a telephonic redemption
request is received, the proceeds are wired to the bank account previously
chosen by the shareholder and a nominal wire fee (currently $5.00) is
deducted. Telephonic redemption requests must be received by BFDS prior to the
close of regular trading on the New York Stock Exchange on a day when the
Exchange is open for business. Requests made after that time or on a day when
the New York Stock Exchange is not open for business cannot be accepted by
BFDS and a new request will be necessary.

In order to redeem shares by telephone, a shareholder must either select
this service when completing the Fund application or must do so subsequently
on the Service Options Form available from BFDS. When selecting the service, a
shareholder must designate a bank account to which the redemption proceeds
should be wired. Any change in the bank account so designated must be made by
furnishing to BFDS a completed Service Options Form with a signature
guarantee. Whenever the Service Options Form is used, the shareholder's
signature must be guaranteed as described above. Telephone redemptions may
only be made if an investor's bank is a member of the Federal Reserve System
or has a correspondent bank that is a member of the System. If the account is
with a savings bank, it must have only one correspondent bank that is a member
of the System. The Trust, BFDS, Loomis Sayles Distributors, L.P. and State
Street Bank are not responsible for the authenticity of withdrawal
instructions received by telephone.

The redemption price will be the net asset value per share next determined
after the redemption request and any necessary special documentation are
received by BFDS in proper form, less, in the case of the High Yield Fund, a
redemption fee of 2.00% of the amount redeemed with respect to shares of that
Fund redeemed within one (1) year of purchase, if applicable. To the extent
that shares are redeemed at a time when other shares of the Fund are being
purchased, Loomis Sayles will treat the redemption (up to the amount being
concurrently

29
<PAGE>

purchased) as involving minimal brokerage and transaction costs and will
charge a redemption fee only with respect to the excess, if any, of the amount
of the redemption over the amount of the concurrent purchase. If there is more
than one redemption at the time of a concurrent purchase, each of the
redeeming shareholders will share, pro rata, in the reduction in redemption
fee caused by the concurrent purchase. Proceeds resulting from a written
redemption request will normally be mailed to the shareholder within seven
days after receipt of a request in good order. Telephonic redemption proceeds
will normally be wired on the first business day following receipt of a proper
redemption request. In those cases where a shareholder has recently purchased
shares by check and the check was received less than fifteen days prior to the
redemption request, the Fund may withhold redemption proceeds until the check
has cleared.

Each Fund will normally redeem shares for cash; however, each Fund reserves
the right to pay the redemption price wholly or partly in kind if the board of
trustees of the Trust determines it to be advisable in the interest of the
remaining shareholders. If portfolio securities are distributed in lieu of
cash, the shareholder will normally incur brokerage commissions upon
subsequent disposition of any such securities. However, the Trust has elected
to be governed by Rule 18f-1 under the 1940 Act pursuant to which the Trust is
obligated to redeem shares solely in cash for any shareholder during any 90-
day period up to the lesser of $250,000 or 1% of the total net asset value of
the Trust at the beginning of such period.

A redemption constitutes a sale of the shares for federal income tax
purposes on which the investor may realize a long- or short-term capital gain
or loss. See "Income Dividends, Capital Gain Distributions and Tax Status."

INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS

As described in the Prospectus under "Dividends, Capital Gain Distributions
and Taxes" it is the policy of each Fund to pay its shareholders, as
dividends, substantially all net investment income and to distribute annually
all net realized capital gains, if any, after offsetting any capital loss
carryovers.

Income dividends and capital gain distributions are payable in full and
fractional shares of the particular Fund based upon the net asset value
determined as of the close of regular trading on the New York Stock Exchange
on the record date for each dividend or distribution. Shareholders, however,
may elect to receive their income dividends or capital gain distributions, or
both, in cash. The election may be made at any time by submitting a written
request directly to BFDS. In order for a change to be in effect for any
dividend or distribution, it must be received by BFDS on or before the record
date for such dividend or distribution.

As required by federal law, detailed federal tax information will be
furnished to each shareholder for each calendar year on or before January 31
of the succeeding year.

Each Fund intends to qualify each year as a regulated investment company
under Subchapter M of the Code. In order so to qualify, the Fund must, among
other things, (i) derive at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, gains from the
sale of securities or foreign currencies, or other income (including but not
limited to gains from options, futures or forward contracts) derived with
respect to its business of investing in such stock, securities or currencies;
(ii) derive less than 30% of its gross income from gains from the sale or
other disposition of securities held for less than three months;
(iii) distribute at least 90% of its dividend, interest and certain other
taxable income each year; and (iv) at the end of each fiscal quarter maintain
at least 50% of the value of its total assets in cash, government securities,
securities of other regulated investment companies, and other securities of
issuers which represent, with respect to each issuer, no more than 5% of the
value of the Fund's total assets and 10% of the outstanding voting securities
of such issuer, and with no more than 25% of its assets invested in the
securities (other than those of the U.S. government or other regulated
investment companies) of any one issuer or of two or more issuers which the
Fund controls and which are engaged in the same, similar or related trades and
businesses. To the extent it qualifies for treatment as a regulated investment
company, the Fund will not be subject to federal income tax on income paid to
its shareholders in the form of dividends or capital gain distributions.

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<PAGE>

An excise tax at the rate of 4% will be imposed on the excess, if any, of
each Fund's "required distribution" over its actual distributions in any
calendar year. Generally, the "required distribution" is 98% of the Fund's
ordinary income for the calendar year plus 98% of its capital gain net income
recognized during the one-year period ending on October 31 (or December 31, if
the Fund so elects) plus undistributed amounts from prior years. Each Fund
intends to make distributions sufficient to avoid imposition of the excise
tax. Distributions declared by a Fund during October, November or December to
shareholders of record on a date in any such month and paid by the Fund during
the following January will be treated for federal tax purposes as paid by the
Fund and received by shareholders on December 31 of the year in which
declared.

Shareholders of each Fund will be subject to federal income taxes on
distributions made by the Fund (other than "exempt-interest dividends" paid by
the Municipal Bond Fund, as described in the Prospectus) whether received in
cash or additional shares of the Fund. Distributions by each Fund of net
income and short-term capital gains, if any, will be taxable to shareholders
as ordinary income. Distributions of long-term capital gains, if any, will be
taxable to shareholders as long-term capital gains, without regard to how long
a shareholder has held shares of the Fund. A loss on the sale of shares held
for 12 months or less will be treated as a long-term capital loss to the
extent of any long-term capital gain dividend paid to the shareholder with
respect to such shares.

Dividends and distributions on Fund shares received shortly after their
purchase, although in effect a return of capital, are subject to federal
income taxes.

The International Equity, Worldwide and Global Bond Funds each may be
eligible to make an election under Section 853 of the Code so that its
shareholders will be able to claim a credit or deduction on their income tax
returns for, and will be required to treat as part of the amounts distributed
to them, their pro rata portion of qualified taxes paid by the relevant Fund
to foreign countries. The ability of shareholders of the Fund to claim a
foreign tax credit is subject to certain limitations imposed by Section 904 of
the Code, which in general limit the amount of foreign tax that may be used to
reduce a shareholder's U.S. tax liability to that amount of U.S. tax which
would be imposed on the amount and type of income in respect of which the
foreign tax was paid. A shareholder who for U.S. income tax purposes claims a
foreign tax credit in respect of Fund distributions may not claim a deduction
for foreign taxes paid by the Fund, regardless of whether the shareholder
itemizes deductions. Also, under Section 63 of the Code, no deduction for
foreign taxes may be claimed by shareholders who do not itemize deductions on
their federal income tax returns. It should also be noted that a tax-exempt
shareholder, like other shareholders, will be required to treat as part of the
amounts distributed to it a pro rata portion of the income taxes paid by the
Fund to foreign countries. However, that income will generally be exempt from
United States taxation by virtue of such shareholder's tax-exempt status and
such a shareholder will not be entitled to either a tax credit or a deduction
with respect to such income. The International Equity, Worldwide and Global
Bond Funds will notify shareholders each year of the amount of dividends and
distributions and the shareholder's pro rata share of qualified taxes paid by
each such Fund to foreign countries.

Each Fund's transactions, if any, in foreign currencies are likely to result
in a difference between the Fund's book income and taxable income. This
difference may cause a portion of the Fund's income distributions to
constitute a return of capital for tax purposes or require the Fund to make
distributions exceeding book income to avoid excise tax liability and to
qualify as a regulated investment company.

Each Fund may limit its investments in certain "passive foreign investment
companies" in order to avoid certain taxes that arise as a result of such
investments.

Redemptions and exchanges of each Fund's shares are taxable events and,
accordingly, shareholders may realize gains and losses on these transactions.
If shares have been held for more than one year, gain or loss realized will be
long-term capital gain or loss, provided the shareholder holds the shares as a
capital asset. However, if a shareholder sells Fund shares at a loss within
six months after purchasing the shares, the loss will be treated as a long-
term capital loss to the extent of any long-term capital gain distributions
received by the shareholder. Furthermore, no loss will be allowed on the sale
of Fund shares to the extent the shareholder acquired other shares of the same
Fund within 30 days prior to the sale of the loss shares or 30 days after such
sale.

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<PAGE>

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and regulations currently in effect. For the complete
provisions, reference should be made to the pertinent Code sections and
regulations. The Code and regulations are subject to change by legislative or
administrative action.

Dividends and distributions also may be subject to state and local taxes.
Shareholders are urged to consult their tax advisers regarding specific
questions as to federal, state or local taxes.

The foregoing discussion relates solely to U.S. federal income tax law. Non-
U.S. investors should consult their tax advisers concerning the tax
consequences of ownership of shares of the Fund, including the possibility
that distributions may be subject to a 30% United States withholding tax (or a
reduced rate of withholding provided by treaty).

FINANCIAL STATEMENTS

The financial statements of each Fund included in the Trust's 1996 Annual
Report, filed with the Securities and Exchange Commission on March 7, 1997,
are incorporated by reference to such Report.

CALCULATION OF YIELD AND TOTAL RETURN

Yield. Yield with respect to a Fund will be computed by dividing such Fund's
net investment income for a recent 30-day period by the maximum offering price
(reduced by any undeclared earned income expected to be paid shortly as a
dividend) on the last trading day of that period. Net investment income will
reflect amortization of any market value premium or discount of fixed income
securities (except for obligations backed by mortgages or other assets) and
may include recognition of a pro rata portion of the stated dividend rate of
dividend paying portfolio securities. The Funds' yields will vary from time to
time depending upon market conditions, the composition of the Funds'
portfolios and operating expenses of the Trust allocated to each Fund. These
factors, and possible differences in the methods used in calculating yield,
should be considered when comparing a Fund's yield to yields published for
other investment companies and other investment vehicles. Yield should also be
considered relative to changes in the value of the Funds' shares and to the
relative risks associated with the investment objectives and policies of the
Funds.

At any time in the future, yields may be higher or lower than past yields
and there can be no assurance that any historical results will continue.

Investors in the Funds are specifically advised that the net asset value per
share of each Fund may vary, just as yields for each Fund may vary. An
investor's focus on yield to the exclusion of the consideration of the value
of shares of that Fund may result in the investor's misunderstanding the total
return he or she may derive from that Fund.

Total Return. Total Return with respect to a Fund is a measure of the change
in value of an investment in such Fund over the period covered, and assumes
any dividends or capital gains distributions are reinvested immediately,
rather than paid to the investor in cash. The formula for total return used
herein includes four steps: (1) adding to the total number of shares purchased
through a hypothetical $1,000 investment in the Fund all additional shares
which would have been purchased if all dividends and distributions paid or
distributed during the period had been immediately reinvested; (2) calculating
the value of the hypothetical initial investment of $1,000 as of the end of
the period by multiplying the total number of shares owned at the end of the
period by the net asset value per share on the last trading day of the period;
(3) assuming redemption at the end of the period; and (4) dividing the
resulting account value by the initial $1,000 investment.

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<PAGE>

PERFORMANCE COMPARISONS

Yield and Total Return. Each Fund may from time to time include its total
return information in advertisements or in information furnished to present or
prospective shareholders. Each of the Bond, Global Bond, U.S. Government
Securities, Municipal Bond, Short-Term Bond, Investment Grade Bond,
Intermediate Maturity Bond, High Yield and Worldwide Funds may from time to
time include the yield and/or total return of its shares in advertisements or
information furnished to present or prospective shareholders. Each Fund may
from time to time include in advertisements or information furnished to
present or prospective shareholders (i) the ranking of performance figures
relative to such figures for groups of mutual funds categorized by Lipper
Analytical Services, Inc. or Micropal, Inc. as having similar investment
objectives, (ii) the rating assigned to the Fund by Morningstar, Inc. based on
the Fund's risk-adjusted performance relative to other mutual funds in its
broad investment class, and/or (iii) the ranking of performance figures
relative to such figures for mutual funds in its general investment category
as determined by CDA/Weisenberger's Management Results.

Lipper Analytical Services, Inc. distributes mutual fund rankings monthly.
The rankings are based on total return performance calculated by Lipper,
generally reflecting changes in net asset value adjusted for reinvestment of
capital gains and income dividends. They do not reflect deduction of any sales
charges. Lipper rankings cover a variety of performance periods, including
year-to-date, 1-year, 5-year, and 10-year performance. Lipper classifies
mutual funds by investment objective and asset category.

Micropal, Inc. distributes mutual fund rankings weekly and monthly. The
rankings are based upon performance calculated by Micropal, generally
reflecting changes in net asset value that can be adjusted for the
reinvestment of capital gains and dividends. If deemed appropriate by the
user, performance can also reflect deductions for sales charges. Micropal
rankings cover a variety of performance periods, including year-to-date, 1-
year, 5-year and 10-year performance. Micropal classifies mutual funds by
investment objective and asset category.

Morningstar, Inc. distributes mutual fund ratings twice a month. The ratings
are divided into five groups: highest, above average, neutral, below average
and lowest. They represent a fund's historical risk/reward ratio relative to
other funds in its broad investment class as determined by Morningstar, Inc.
Morningstar ratings cover a variety of performance periods, including 3-year,
5-year, 10-year and overall performance. The performance factor for the
overall rating is a weighted-average return performance (if available)
reflecting deduction of expenses and sales charges. Performance is adjusted
using quantitative techniques to reflect the risk profile of the fund. The
ratings are derived from a purely quantitative system that does not utilize
the subjective criteria customarily employed by rating agencies such as
Standard & Poor's and Moody's Investor Service, Inc.

CDA/Weisenberger's Management Results publishes mutual fund rankings and is
distributed monthly. The rankings are based entirely on total return
calculated by Weisenberger for periods such as year-to-date, 1-year, 3-year,
5-year and 10-year Mutual funds are ranked in general categories (e.g.,
international bond, international equity, municipal bond, and maximum capital
gain). Weisenberger rankings do not reflect deduction of sales charges or
fees.

Performance information may also be used to compare the performance of the
Fund to certain widely acknowledged standards or indices for stock and bond
market performance, such as those listed below.

Consumer Price Index. The Consumer Price Index, published by the U.S. Bureau
of Labor Statistics, is a statistical measure of changes, over time, in the
prices of goods and services in major expenditure groups.

Dow Jones Industrial Average. The Dow Jones Industrial Average is a market
value-weighted and unmanaged index of 30 large industrial stocks traded on the
New York Stock Exchange.

Lehman Brothers Government/Corporate Bond Index. The Lehman Brothers
Government/Corporate Bond Index is an index of publicly issued U.S. Treasury
obligations, debt obligations of U.S. government

33
<PAGE>

agencies (excluding mortgage-backed securities), fixed-rate, non-convertible,
investment-grade corporate debt securities and U.S. dollar-denominated, SEC-
registered non-convertible debt issued by foreign governmental entities or
international agencies used as a general measure of the performance of fixed-
income securities.

Lehman Brothers 1-3 Year Government Index. The Index contains fixed rate
debt issues of the U.S. government or its agencies rated investment grade or
higher with at least one year maturity and an outstanding par value of at
least $100 million for U.S. government issues.

Lehman Brothers Government Bond Index. The Lehman Brothers Government Bond
Index is composed of all publicly issued, nonconvertible, domestic debt of the
U.S. government or any of its agencies, quasi-federal corporations, or
corporate debt guaranteed by the U.S. government.

Lehman Brothers Municipal Bond Index. The Lehman Brothers Municipal Bond
Index is computed from the prices of approximately 21,000 bonds consisting of
roughly 30% revenue bonds, 30% government obligation bonds, 27% insured bonds
and 13% prerefunded bonds.

MSCI-EAFE Index. The MSCI-EAFE Index contains over 1000 stocks from 20
different countries with Japan (approximately 50%), United Kingdom, France and
Germany being the most heavily weighted.

MSCI-EAFE ex-Japan Index. The MSCI-EAFE ex-Japan Index consists of all
stocks contained in the MSCI-EAFE Index, other than stocks from Japan.

Merrill Lynch Government/Corporate Index. The Merrill Lynch
Government/Corporate Index is a composite of approximately 4,900 U.S.
government and corporate debt issues with at least $25 million outstanding,
greater than one year maturity, and credit ratings of investment grade or
higher.

Merrill Lynch High Yield Index. The Merrill Lynch High Yield Index includes
over 750 issues and represents public debt greater than $10 million (original
issuance rated BBB/BB and below).

Russell 2000 Index. The Russell 2000 Index is comprised of the 2000 smallest
of the 3000 largest U.S.-domiciled corporations, ranked by market
capitalization.

Salomon Brothers World Government Bond Index. The Salomon Brothers World
Government Bond Index includes a broad range of institutionally-traded fixed-
rate government securities issued by the national governments of the nine
countries whose securities are most actively traded. The index generally
excludes floating- or variable-rate bonds, securities aimed principally at
non-institutional investors (such as U.S. Savings Bonds) and private-placement
type securities.

Standard & Poor's/Barra Growth Index. The Standard & Poor's/Barra Growth
Index is constructed by ranking the securities in the S&P 500 by price-to-book
ratio and including the securities with the highest price-to-book ratios that
represent approximately half of the market capitalization of the S&P 500.

Standard & Poor's/Barra Value Index. The Standard & Poor's/Barra Value Index
is constructed by ranking the securities in the S&P 500 by price-to-book ratio
and including the securities with the lowest price-to-book ratios that
represent approximately half of the market capitalization of the S&P 500.

Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"). The S&P
500 is a market value-weighted and unmanaged index showing the changes in the
aggregate market value of 500 stocks relative to the base period 1941-43. The
S&P 500 is composed almost entirely of common stocks of companies listed on
the New York Stock Exchange, although the common stocks of a few companies
listed on the American Stock Exchange or traded over-the-counter are included.
The 500 companies represented include 400 industrial, 60 transportation and 40
financial services concerns. The S&P 500 represents about 80% of the market
value of all issues traded on the New York Stock Exchange. The S&P 500 is the
most common index for the overall U.S. stock market.

34
<PAGE>

From time to time, articles about the Funds regarding performance, rankings
and other characteristics of the Funds may appear in publications including,
but not limited to, the publications included in Appendix A. In particular,
some or all of these publications may publish their own rankings or
performance reviews of mutual funds, including the Funds. References to or
reprints of such articles may be used in the Funds' promotional literature.
References to articles regarding personnel of Loomis Sayles who have portfolio
management responsibility may also be used in the Funds' promotional
literature. For additional information about the Funds' advertising and
promotional literature, see Appendix B.

PERFORMANCE DATA*

The manner in which total return and yield of the Funds will be calculated
for public use is described above. The following table summarizes the
calculation of total return and yield for Institutional Class shares of the
Funds, where applicable, (i) for the one-year period ended December 31, 1996,
(ii) for the three-year period ended December 31, 1996, (iii) the five-year
period ended December 31, 1996 and (iv) since the commencement of investment
operations (May, 1991 for all Funds other than the Intermediate Maturity Bond,
Investment Grade Bond, Mid-Cap Growth, Mid-Cap Value, Short-Term Bond, Small
Cap Growth, Strategic Value, and Worldwide Funds, January, 1997 for the
Intermediate Bond, Investment Grade Bond, Mid-Cap Growth, Mid-Cap Value, Small
Cap Growth and Strategic Value Funds, August, 1992 for the Short-Term Bond
Fund, and May, 1996 for the Worldwide Fund) through December 31, 1996. None of
the Funds had commenced investment operations with respect to Retail Class
Shares, and the Intermediate Maturity Bond, Investment Grade Bond, Mid-Cap
Growth, Mid-Cap Value, Small Cap Growth, and Strategic Value Funds had not
commenced investment operations with respect to Institutional Class shares as
of December 31, 1996.

PERFORMANCE DATA

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
------------------------------------------------------------------------
FOR THE
FOR THE THREE- FROM FROM
ONE-YEAR YEAR FOR THE MODIFIED COMMENCEMENT
CURRENT SEC PERIOD PERIOD FIVE-YEAR INCEPTION OF OPERATIONS***
YIELD ENDED ENDED PERIOD THROUGH THROUGH
AT 12/31/96 12/31/96 12/31/96 ENDED 12/31/96 12/31/96** 12/31/96
----------- -------- -------- -------------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
FUND
Growth.................. N/A 19.86% 14.77% 11.39% 13.27% 14.42%
Core Value.............. N/A 21.16% 17.54% 15.70% 14.27% 15.21%
Small Cap Value......... N/A 30.35% 16.47% 17.38% 20.59% 20.85%
International Equity.... N/A 18.30% 8.11% 10.69% 10.33% 10.11%
Worldwide............... N/A N/A N/A N/A 8.26% 9.24%
Bond.................... 7.88% 10.29% 11.77% 14.29% 14.52% 14.32%
Global Bond............. 5.92% 15.02% 9.17% 8.50% 10.63% 10.51%
U.S. Government Securi-
ties................... 6.05% 1.32% 5.33% 8.02% 9.86% 9.86%
Municipal Bond.......... 4.57% 3.33% 4.45% 6.80% 7.51% 7.55%
Short-Term Bond......... 5.51% 4.68% 5.62% N/A 5.59% 5.60%
High Yield.............. 9.34% N/A N/A N/A 1.73% 3.05%
</TABLE>
- --------
* Performance (for other than the one-year and three-year periods for the
Growth, Core Value, Small Cap Value and Bond Funds, and the one-year
period for the International Equity Fund) would have been lower if a
portion of the management fee had not been waived by Loomis Sayles. In the
absence of this limitation, actual yield and total return would have been
as follows: Growth, 11.38%, 13.26% and 14.41% for the five-year period,
the period since modified inception and the period since commencement of
operations, respectively; Core Value, 15.61%, 14.14% and 15.08% for the
five-year period, the period since modified inception and the period since
commencement of operations, respectively; Small Cap

35
<PAGE>

Value, 17.36%, 20.53% and 20.79% for the five-year period, the period
since modified inception and the period since commencement of operations,
respectively; International Equity, 8.11%, 10.49%, 10.01% and 9.79% for
the three-year period, the five-year period, the period since modified
inception and the period since commencement of operations, respectively;
Worldwide, 6.45% and 7.43% for the period since modified inception and the
period since commencement of operations; Bond, 14.23%, 14.42% and 14.22%
for the five-year period, the period since modified inception, and the
period since commencement of operations, respectively; Global Bond, 5.65%
(yield), and 14.75%, 9.04%, 8.28%, 10.27% and 10.15% for the one-year
period, the three-year period, the five-year period, the period since
modified inception and the period since commencement of operations,
respectively; U.S. Government Securities, 5.86% (yield), and 1.13%, 5.14%,
7.74%, 9.54% and 9.54% for the one-year period, the three-year period, the
five-year period, the period since modified inception and the period since
commencement of operations, respectively; Municipal Bond, 5.26% (yield),
and 2.01%, 3.29%, 4.81%, 4.11% and 4.15% for the one-year period, the
three-year period, the five-year period, the period since modifiefd
inception and the period since commencement of operations, respectively;
Short- Term Bond, 5.34% (yield), and 4.51%, 5.47%, 5.18% and 5.19% for the
one-year period, the three-year period, the period since modified
inception and the period since commencement of investment operations,
respectively; and High Yield, 6.62% (yield), (1.11)% and (.38)% for the
period since modified inception and the period since commencement of
operations.

** The modified inception date is the nearest month end date following actual
commencement of operations. For the Short-Term Bond Fund the modified
inception date is August 31, 1992, for the Worldwide Fund--May 31, 1996,
for the High Yield Fund--September 30, 1996 and for all other Funds--May
31, 1991.
*** Actual Inception Dates:

<TABLE>
<S> <C>
Growth................................................. May 16, 1991
Core Value............................................. May 13, 1991
Small Cap Value........................................ May 13, 1991
International Equity................................... May 10, 1991
Worldwide.............................................. May 1, 1996
Bond................................................... May 16, 1991
Global Bond............................................ May 10, 1991
U.S. Government Securities............................. May 21, 1991
Municipal Bond......................................... May 29, 1991
Short-Term Bond........................................ August 3, 1992
High Yield............................................. September 11, 1996
</TABLE>

PORTFOLIO MANAGERS' PAST PERFORMANCE INFORMATION

EQUITY FUNDS--INSTITUTIONAL

The performance information presented in the tables below relates to
institutional private accounts and mutual funds managed by the portfolio
managers of the Small Cap Growth Fund and the Strategic Value Fund that have
investment objectives and policies substantially similar to those of the
relevant Fund. Performance information presented does not reflect each
account's first partial calendar quarter under management, if any. The
accounts are not subject to the same types of expenses to which the Funds are
subject, nor to the diversification requirements, specific tax restrictions
and investment limitations imposed on the Funds by the 1940 Act or subchapter
M of the Internal Revenue Code. The performance results for the accounts shown
below might have been less favorable had the accounts been subject to
regulation as investment companies under the relevant federal laws. The Funds
are newly organized and have no performance record of their own through
December 31, 1996. The information below should not be considered a prediction
of the future performance of any Fund. The performance of the Funds may be
higher or lower than the performance of a fund or account that has
substantially similar investment objectives and policies. Except as otherwise
noted, the performance information shown below for the accounts and funds
described below is adjusted to give effect to the higher of

36
<PAGE>

the level of the actual expenses of the accounts during the periods shown or
the annualized expenses projected for the relevant Fund's Institutional Class
shares during the 1997 fiscal year. Total return information presented below
represents average annual total return for all periods other than year-to-date
periods, for which cumulative total return is presented.

SMALL CAP GROWTH ACCOUNTS

Christopher R. Ely, Portfolio Manager of the Small Cap Growth Fund, and
Philip C. Fine and David L. Smith, Assistant Portfolio Managers of the Small
Cap Growth Fund, also serve, and have served, in those capacities for certain
other separate accounts that have investment objectives and investment
policies substantially similar to those of the Small Cap Growth Fund (the
"Small Cap Growth Accounts"). Prior to July 22, 1996, Messrs. Ely, Fine and
Smith were affiliated with another advisory firm, and not with Loomis Sayles.
The following table shows total returns for the year-to-date, one-year and
two-year periods ended June 30, 1996 for the Small Cap Growth Accounts. The
table also shows the total return of the Lipper Small Company Growth Mutual
Fund Index and the Russell 2000 Index for the same periods. The information
presented in the paragraph below the table represents the total return of the
Keystone Institutional Small Capitalization Growth Fund and Keystone Small
Company Growth Fund II, which have investment objectives and policies
substantially similar to those of the Small Cap Growth Fund and which, from
their inception through July 11, 1996, were managed by Messrs. Ely, Fine and
Smith in their capacities as employees of the firm with which they were then
affiliated.

<TABLE>
<CAPTION>
SMALL CAP LIPPER SMALL COMPANY RUSSELL
GROWTH ACCOUNTS(1) MUTUAL FUND INDEX 2000 INDEX
------------------ -------------------- ----------
<S> <C> <C> <C>
Year-To-Date 1/1/96 to
6/30/96................... 12.49% 14.08% 10.40%
One Year 7/1/95 to
6/30/96................... 49.75% 30.12% 23.94%
Two-Year/Since Inception
(Annualized) 7/1/94 to
6/30/96................... 47.53% 28.04% 21.99%
</TABLE>

The total return for the Keystone Institutional Small Capitalization Growth
Fund was 16.50% since inception (December 28, 1995 to June 30, 1996). The
total return for the Keystone Small Company Growth Fund II was 7.10% for the
period since inception (February 20, 1996) to June 30, 1996. The total returns
for the Keystone Institutional Small Capitalization Growth Fund and the
Keystone Small Company Growth Fund II were not included in the calculation of
the total returns for the Small Cap Growth Accounts shown in the table.

Messrs. Ely, Fine and Smith began managing Small Cap Growth Accounts at
Loomis Sayles on September 16, 1996. For the period September 16, 1996 through
December 31, 1996, the total return of the Small Cap Growth Accounts was
7.50%. For the period, October 1, 1996 (the first month beginning after
Messrs. Ely, Fine and Smith began managing Small Cap Growth Accounts at Loomis
Sayles) through December 31, 1996, the total return of the Small Cap Growth
Accounts was 3.91%, the total return of the Lipper Small Company Mutual Fund
Index was (0.95%) and the total return of the Russell 2000 Index was 5.20%.

- --------
(1) The composite average annual and total return data presented above under
"Small Cap Growth Accounts" represent all of the accounts which (1) were
managed by the Loomis Sayles managers during the periods shown, (2) have
transferred their portfolio assets to Loomis Sayles and (3) are currently
being managed by the Loomis Sayles managers. The composite average annual
and total return data do not include accounts which were managed by the
Loomis Sayles managers during the periods shown, but were not transferred
to Loomis Sayles.

STRATEGIC VALUE ACCOUNTS

Philip J. Schettewi, portfolio manager of the Strategic Value Fund, also
serves as portfolio manager for certain other separate accounts that have
investment objectives and policies that are substantially similar to those of
the Strategic Value Fund (the "Strategic Value Accounts"). The following table
shows the total returns for the year-to-date, one-year, three-year, five-year
and since inception periods for the Strategic Value Accounts.

37
<PAGE>

The table also shows the total return of the Lipper Growth & Income Mutual
Fund Index and the Standard & Poor's 500 Composite Stock Price Index (the "S&P
500") for the same periods.

<TABLE>
<CAPTION>
STRATEGIC VALUE LIPPER GROWTH & INCOME
ACCOUNTS MUTUAL FUND INDEX S&P 500
--------------- ---------------------- -------
<S> <C> <C> <C>
One Year 1/1/96 to 12/31/96.... 19.80% 20.69% 22.95%
Three-Year (Annualized) 1/1/94
to 12/31/96................... 12.76% 16.38% 19.65%
Five-Year (Annualized) 1/1/92
to 12/31/96................... 16.48% 14.65% 15.20%
Since Inception (Annualized)
3/31/91 to 12/31/96........... 16.35% 14.83% 15.68%
</TABLE>

EQUITY FUNDS--RETAIL

SMALL CAP GROWTH ACCOUNTS

<TABLE>
<CAPTION>
SMALL CAP LIPPER SMALL COMPANY RUSSELL
GROWTH ACCOUNTS(1) MUTUAL FUND INDEX 2000 INDEX
------------------ -------------------- ----------
<S> <C> <C> <C>
Year To-Date 1/1/96 to
6/30/96................... 12.35% 14.08% 10.40%
One Year 7/1/95 to
6/30/96................... 49.39% 30.12% 23.94%
Two Year/Since Inception
(Annualized) 7/1/94 to
6/30/96................... 47.17% 28.04% 21.99%
</TABLE>

38
<PAGE>

Keystone Institutional Small Capitalization Growth Fund and the Keystone Small
Company Growth Fund II were not included in the calculation of the total
returns for the Small Cap Growth Accounts shown in the table.

Messrs. Ely, Fine and Smith began managing Small Cap Growth Accounts at
Loomis Sayles on September 16, 1996. For the period September 16, 1996 through
December 31, 1996, the total return of the Small Cap Growth Accounts was
7.41%. For the period, October 1, 1996 (the first month beginning after
Messrs. Ely, Fine and Smith began managing Small Cap Growth Accounts at Loomis
Sayles) through December 31, 1996, the total return of the Small Cap Growth
Accounts was 3.85%, the total return of the Lipper Small Company Mutual Fund
Index was (0.95%) and the total return of the Russell 2000 Index was 5.20%.

STRATEGIC VALUE ACCOUNTS

<TABLE>
<CAPTION>
STRATEGIC VALUE LIPPER GROWTH & INCOME
ACCOUNTS MUTUAL FUND INDEX S&P 500
--------------- ---------------------- -------
<S> <C> <C> <C>
One Year 1/1/96 to 12/31/96.... 19.23% 20.69% 22.95%
Three-Year (Annualized) 1/1/94
to 12/31/96................... 12.22% 16.38% 19.65%
Five-Year (Annualized) 1/1/92
to 12/31/96................... 15.92% 14.65% 15.20%
Since Inception (Annualized)
3/31/91 to 12/31/96........... 15.79% 14.83% 15.68%
</TABLE>

FIXED INCOME FUNDS--INSTITUTIONAL

The performance information presented in the tables below relates to the
institutional private accounts and mutual funds managed by the portfolio
managers of the High Yield, Investment Grade Bond and Intermediate Maturity
Bond Funds that have investment objectives and policies substantially similar
to those of the respective Fund. Performance information presented does not
reflect each account's first partial calendar quarter under management, if
any. The accounts are not subject to the same types of expenses to which the
Funds are subject, nor to the diversification requirements, specific tax
restrictions and investment limitations imposed on the Funds by the 1940 Act
or subchapter M of the Internal Revenue Code. The performance results for the
accounts shown below might have been less favorable had the accounts been
subject to regulation as investment companies under the relevant federal laws.
The Funds (other than the High Yield Fund, which commenced investment
operations on September 11, 1996) are newly organized and have no performance
record of their own through December 31, 1996. For information relating to the
peformance of the High Yield Fund, see "PERFORMANCE DATA," above. The
information below should not be considered a prediction of the future
performance of any Fund. The performance may be higher or lower than the
performance of a fund or account that has substantially similar investment
objectives and policies. All private account performance information shown
below is adjusted to give effect to the higher of the level of the actual
expenses of the accounts described below during the periods shown or the
annualized expenses projected for the relevant Fund's Institutional Class
shares during the 1997 fiscal year. Total return information presented below
represents average annual total return for all periods other than year-to-date
periods, for which cumulative total return is presented.

39
<PAGE>

HIGH YIELD ACCOUNTS

Daniel J. Fuss and Kathleen C. Gaffney, portfolio manager and associate
portfolio manager of the High Yield Fund, also serve in the same capacities for
certain other separate accounts that have investment objectives and investment
policies that are substantially similar to those of the High Yield Fund (the
"High Yield Accounts"). The following table shows the total return for the
year-to-date, one-year, three-year, five-year and ten-year periods ended
December 31, 1996 for the High Yield Accounts. The table also shows the total
return of the Lipper High Current Yield Mutual Fund Index and the Merrill Lynch
High Yield Index for the same periods. The information presented in the
paragraph below the table represents the total return of the Loomis Sayles High
Yield Fixed Income Fund, a series of Loomis Sayles Investment Trust which has
an investment objective and investment policies substantially similar to those
of the High Yield Fund.

<TABLE>
<CAPTION>
LIPPER HIGH CURRENT MERRILL LYNCH
HIGH YIELD YIELD MUTUAL MASTER
ACCOUNTS FUND INDEX HIGH YIELD INDEX
---------- ------------------- ----------------
<S> <C> <C> <C>
One Year 1/1/96 to 12/31/96... 11.05% 12.66% 11.06%
Three-Year (Annualized) 1/1/94
to 12/31/96.................. 11.72% 8.40% 9.59%
Five-Year (Annualized) 1/1/92
to 12/31/96.................. 16.61% 12.56% 12.76%
Ten-Year (Annualized) 1/1/87
to 12/31/96.................. 13.31% 9.75% 11.25%
</TABLE>

The total return of the High Yield Fixed Income Fund was 7.68% for the period
from inception (June 5, 1996) to December 31, 1996. The total return of the
High Yield Fixed Income Fund was not included in the calculation of the total
returns for the High Yield Accounts shown in the table. The performance
information presented for the High Yield Fixed Income Fund has not been
adjusted to reflect that the Fund's expense ratio is expected to be higher than
the expense ratio of the High Yield Fixed Income Fund. If adjustments were made
to reflect the Fund's higher expense level, the total return presented would be
lower.

INVESTMENT GRADE BOND ACCOUNTS

Daniel J. Fuss, portfolio manager of the Investment Grade Bond Fund, also
serves as the portfolio manager of certain other separate accounts that have
investment objectives and investment policies that are substantially similar to
those of the Investment Grade Bond Fund (the "Investment Grade Bond Accounts").
The following table shows the total return for the year-to-date, one-year,
three-year, five-year and ten-year periods ended December 31, 1996 for the
Investment Grade Bond Accounts. The following table also shows the total return
of the Lipper BBB Rated Bond Mutual Fund Index and the Lehman Brothers
Government/Corporate Bond Index for the same periods. The information presented
in the paragraph below the table represents the total return of the Loomis
Sayles Investment Grade Fixed Income Fund, a series of Loomis Sayles Investment
Trust which has an investment objective and investment policies substantially
similar to those of the Investment Grade Bond Fund.

<TABLE>
<CAPTION>
LIPPER BBB
RATED BOND LEHMAN BROTHERS
INVESTMENT GRADE MUTUAL GOV'T/CORPORATE
BOND ACCOUNTS FUND INDEX BOND INDEX
---------------- ---------- ---------------
<S> <C> <C> <C>
One Year 1/1/96 to 12/31/96....... 6.01% 4.12% 2.90%
Three-Year (Annualized) 1/1/94 to
12/31/96......................... 8.32% 6.10% 5.79%
Five-Year (Annualized) 1/1/92 to
12/31/96......................... 10.25% 7.81% 7.18%
Ten-Year (Annualized) 1/1/87 to
12/31/96......................... 10.53% 8.44% 8.38%
</TABLE>

The total return for the Loomis Sayles Investment Grade Fixed Income Fund was
15.54% for the period since inception (July 1, 1994), 16.68% for the two-year
period and 10.87% for the one-year period, in each case ended December 31, 1996
(annualized for periods greater than one year). The total return of the
Investment Grade Fixed Income Fund was not included in the calculation of the
total return of the Investment Grade Bond Accounts shown in the table. The
performance information presented for the Investment Grade Fixed Income Fund
has not been adjusted to reflect that the Fund's expense ratio is expected to
be higher than the expense ratio of the Investment Grade Fixed Income Fund. If
adjustments were made to reflect the Fund's higher expense level, the total
return presented would be lower.

40
<PAGE>

INTERMEDIATE MATURITY ACCOUNTS

Anthony J. Wilkins, portfolio manager of the Intermediate Maturity Bond
Fund, also serves as the portfolio manager of certain other separate accounts
that have investment objectives and investment policies that are substantially
similar to those of the Intermediate Maturity Bond Fund's (the "Intermediate
Maturity Accounts"). The following table shows the total returns for the year-
to-date, one-year, three-year and since inception periods ended December
31,1996 for the Intermediate Maturity Accounts. The table also shows the total
return of the Lipper Intermediate Investment Grade Debt Mutual Fund Index and
the Lehman Brothers Government/Corporate Intermediate Bond Index for the same
periods.

<TABLE>
<CAPTION>
LEHMAN BROTHERS
INTERMEDIATE LIPPER INTERMEDIATE GOV'T/CORPORATE
MATURITY INVESTMENT GRADE DEBT INTERMEDIATE
ACCOUNTS MUTUAL FUND INDEX BOND INDEX
------------ --------------------- ---------------
<S> <C> <C> <C>
One Year 1/1/96 to
12/31/96.................. 5.62% 3.20% 4.05%
Three-Year (Annualized)
1/1/94 to 12/31/96........ 7.38% 5.37% 5.58%
Since Inception
(Annualized) 6/30/92 to
12/31/96.................. 8.59% 6.77% 6.58%
</TABLE>

FIXED INCOME FUNDS--RETAIL

The performance information presented in the tables below relates to the
institutional private accounts and mutual funds managed by the portfolio
managers of the High Yield, Investment Grade Bond and Intermediate Maturity
Bond Funds that have investment objectives and policies substantially similar
to those of the respective Fund. Performance information presented does not
reflect each account's first partial calendar quarter under management, if
any. The accounts are not subject to the same types of expenses to which the
Funds are subject, nor to the diversification requirements, specific tax
restrictions and investment limitations imposed on the Funds by the 1940 Act
or subchapter M of the Internal Revenue Code. The performance results for the
accounts shown below might have been less favorable had the accounts been
subject to regulation as investment companies under the relevant federal laws.
The Funds (other than the High Yield Fund, which commenced investment
operations on September 11, 1996) are newly organized and have no performance
record of their own through December 31, 1996. For information relating to the
performance of the High Yield Fund, see "PEFORMANCE DATA," above. The
information below should not be considered a prediction of the future
performance of any Fund. The performance may be higher or lower than the
performance of a fund or account that has substantially similar investment
objectives and policies. All private account performance information shown
below is adjusted to give effect to the higher of the level of the actual
expenses of the accounts described below during the periods shown or the
annualized expenses projected for the relevant Fund's Retail Class shares
during the 1997 fiscal year. Total return information presented below
represents average annual total return for all periods other than year-to-date
periods, for which cumulative total return is presented.

HIGH YIELD ACCOUNTS

Daniel J. Fuss and Kathleen C. Gaffney, portfolio manager and associate
portfolio manager of the High Yield Fund, also serve in the same capacities
for certain other separate accounts that have investment objectives and
investment policies that are substantially similar to those of the High Yield
Fund (the "High Yield Accounts"). The following table shows the total return
for the year-to-date, one-year, three-year, five-year and ten-year periods
ended December 31, 1996 for the High Yield Accounts. The table also shows the
total return of the Lipper High Current Yield Mutual Fund Index and the
Merrill Lynch High Yield Index for the same periods. The information presented
in the paragraph below the table represents the total return of the Loomis
Sayles High Yield Fixed Income Fund, a series of Loomis Sayles Investment
Trust which has an investment objective and investment policies substantially
similar to those of the High Yield Fund.

<TABLE>
<CAPTION>
MERRILL LYNCH
HIGH YIELD LIPPER HIGH CURRENT YIELD MASTER
ACCOUNTS MUTUAL FUND INDEX HIGH YIELD INDEX
---------- ------------------------- ----------------
<S> <C> <C> <C>
One Year 1/1/96 to
12/31/96............... 10.78% 12.66% 11.06%
Three-Year (Annualized)
1/1/94 to 12/31/96..... 11.45% 8.40% 9.59%
Five-Year (Annualized)
1/1/92 to 12/31/96..... 16.33% 12.56% 12.76%
Ten-Year (Annualized)
1/1/87 to 12/31/96..... 13.03% 9.75% 11.25%
</TABLE>

41
<PAGE>

The total return of the High Yield Fixed Income Fund was 7.68% for the
period from inception (June 5, 1996) to December 31, 1996. The total return of
the High Yield Fixed Income Fund was not included in the calculation of the
total returns for the High Yield Accounts shown in the table. The performance
information presented for the High Yield Fixed Income Fund has not been
adjusted to reflect that the Fund's expense ratio is expected to be higher
than the expense ratio of the High Yield Fixed Income Fund. If adjustments
were made to reflect the Fund's higher expense level, the total return
presented would be lower.

INVESTMENT GRADE BOND ACCOUNTS

Daniel J. Fuss, portfolio manager of the Investment Grade Bond Fund, also
serves as the portfolio manager of certain other separate accounts that have
investment objectives and investment policies that are substantially similar
to those of the Investment Grade Bond Fund (the "Investment Grade Bond
Accounts"). The following table shows the total return for the year-to-date,
one-year, three-year, five-year and ten-year periods ended December 31, 1996
for the Investment Grade Bond Accounts. The following table also shows the
total return of the Lipper BBB Rated Bond Mutual Fund Index and the Lehman
Brothers Government/Corporate Bond Index for the same periods. The information
presented in the paragraph below the table represents the total return of the
Loomis Sayles Investment Grade Fixed Income Fund, a series of Loomis Sayles
Investment Trust which has an investment objective and investment policies
substantially similar to those of the Investment Grade Bond Fund.

<TABLE>
<CAPTION>
LIPPER BBB
RATED BOND LEHMAN BROTHERS
INVESTMENT GRADE MUTUAL GOV'T/CORPORATE
BOND ACCOUNTS FUND INDEX BOND INDEX
---------------- ---------- ---------------
<S> <C> <C> <C>
One Year 1/1/96 to 12/31/96....... 5.75% 4.12% 2.90%
Three-Year (Annualized) 1/1/94 to
12/31/96......................... 8.06% 6.10% 5.79%
Five-Year (Annualized) 1/1/92 to
12/31/96......................... 9.98% 7.81% 7.18%
Ten-Year (Annualized) 1/1/87 to
12/31/96......................... 10.27% 8.44% 8.38%
</TABLE>

The total return for the Loomis Sayles Investment Grade Fixed Income Fund
was 15.54% for the period since inception (July 1, 1994), 16.68% for the two-
year period and 10.87% for the one-year period, in each case ended December
31, 1996. The total return of the Investment Grade Fixed Income Fund was not
included in the calculation of the total return of the Investment Grade Bond
Accounts shown in the table. The performance information presented for the
Investment Grade Fixed Income Fund has not been adjusted to reflect that the
Fund's expense ratio is expected to be higher than the expense ratio of the
Investment Grade Fixed Income Fund. If adjustments were made to reflect the
Fund's higher expense level, the total return presented would be lower.

INTERMEDIATE MATURITY ACCOUNTS

Anthony J. Wilkins, portfolio manager of the Intermediate Maturity Bond
Fund, also serves as the portfolio manager of certain other separate accounts
that have investment objectives and investment policies that are substantially
similar to those of the Intermediate Maturity Bond Fund's (the "Intermediate
Maturity Accounts"). The following table shows the total returns for the year-
to-date, one-year, three-year and since inception periods ended December 31,
1996 for the Intermediate Maturity Accounts. The table also shows the total
return of the Lipper Intermediate Investment Grade Debt Mutual Fund Index and
the Lehman Brothers Government/Corporate Intermediate Bond Index for the same
periods.

<TABLE>
<CAPTION>
LIPPER
INTERMEDIATE
INVESTMENT LEHMAN BROTHERS
INTERMEDIATE GRADE GOV'T/CORPORATE
MATURITY DEBT MUTUAL INTERMEDIATE
ACCOUNTS FUND INDEX BOND INDEX
------------ ------------ ---------------
<S> <C> <C> <C>
One Year 1/1/96 to 12/31/96......... 5.36% 3.20% 4.05%
Three-Year (Annualized) 1/1/94 to
12/31/96........................... 7.12% 5.37% 5.58%
Since Inception (Annualized) 6/30/92
to 12/31/96........................ 8.33% 6.77% 6.58%
</TABLE>

42
<PAGE>

APPENDIX A

PUBLICATIONS THAT MAY CONTAIN FUND INFORMATION

ABC and affiliates Financial Services Week
Adam Smith's Money World Financial World
America On Line Fitch Insights
Anchorage Daily News Forbes
Atlanta Constitution Fort Worth Star-Telegram
Atlanta Journal Fortune
Arizona Republic Fox Network and affiliates
Austin American Statesman Fund Action
Baltimore Sun Fund Decoder
Bank Investment Marketing Global Finance
Barron's (the) Guarantor
Bergen County Record (NJ) Hartford Courant
Bloomberg Business News Houston Chronicle
Bond Buyer INC
Boston Business Journal Indianapolis Star
Boston Globe Individual Investor
Boston Herald Institutional Investor
Broker World International Herald Tribune
Business Radio Network Internet
Business Week Investment Advisor
CBS and affiliates Investment Company Institute
CDA Investment Technologies Investment Dealers Digest
CFO Investment Profiles
Changing Times Investment Vision
Chicago Sun Times Investor's Daily
Chicago Tribune IRA Reporter
Christian Science Monitor Journal of Commerce
Christian Science Monitor News Service Kansas City Star
Cincinnati Enquirer KCMO (Kansas City)
Cincinnati Post KOA-AM (Denver)
CNBC LA Times
CNN Leckey, Andrew (syndicated column)
Columbus Dispatch Life Association News
CompuServe Lifetime Channel
Dallas Morning News Miami Herald
Dallas Times-Herald Milwaukee Sentinel
Denver Post Money Magazine
Des Moines Register Money Maker
Detroit Free Press Money Management Letter
Donoghues Money Fund Report Morningstar
Economist Mutual Fund Market News
Dorfman, Dan (syndicated column) Mutual Funds Magazine
Dow Jones News Service National Public Radio
FACS of the Week National Underwriter
Fee Adviser NBC and affiliates
Financial News Network New England Business
Financial Planning New England Cable News
Financial Planning on Wall Street New Orleans Times-Picayune
Financial Research Corp. New York Daily News

43
<PAGE>

New York Times Smart Money
Newark Star Ledger St. Louis Post Dispatch
Newsday St. Petersburg Times
Newsweek Standard & Poor's Outlook
Nightly Business Report Standard & Poor's Stock Guide
Orange County Register Stanger's Investment Advisor
Orlando Sentinel Stockbroker's Register
Palm Beach Post Strategic Insight
Pension World Tampa Tribune
Pensions and Investments Time
Personal Investor Tobias, Andrew (syndicated column)
Philadelphia Inquirer Toledo Blade
Porter, Sylvia (syndicated column) UP
Portland Oregonian US News and World Report
Prodigy USA Today
Public Broadcasting Service USA TV Network
Quinn, Jane Bryant (syndicated column) Value Line
Registered Representative Wall Street Journal
Research Magazine Wall Street Letter
Resource Wall Street Week
Reuters Washington Post
Rocky Mountain News WBZ
Rukeyser's Business (syndicated column) WBZ-TV
Sacramento Bee WCVB-TV
San Diego Tribune WEEI
San Francisco Chronicle WHDH
San Francisco Examiner Worcester Telegram
San Jose Mercury World Wide Web
Seattle Post-Intelligencer Worth Magazine
Seattle Times WRKO
Securities Industry Management

44
<PAGE>

APPENDIX B

ADVERTISING AND PROMOTIONAL LITERATURE

Loomis Sayles Funds' advertising and promotional material may include, but
is not limited to, discussions of the following information:

Loomis Sayles Funds' participation in wrap fee and no transaction fee
programs

Characteristics of Loomis Sayles including the number and locations of
its offices, its investment practices and clients

Specific and general investment philosophies, strategies, processes and
techniques

Specific and general sources of information, economic models, forecasts
and data services utilized, consulted or considered in the course of
providing advisory or other services

Industry conferences at which Loomis Sayles participates

Current capitalization, levels of profitability and other financial
information

Identification of portfolio managers, researchers, economists, principals
and other staff members and employees

The specific credentials of the above individuals, including but not
limited to, previous employment, current and past positions, titles and
duties performed, industry experience, educational background and degrees,
awards and honors

Specific identification of, and general reference to, current individual,
corporate and institutional clients, including pension and profit sharing
plans

Current and historical statistics relating to:

--total dollar amount of assets managed
--Loomis Sayles assets managed in total and by Fund
--the growth of assets
--asset types managed

Individuals who have achieved business, professional or personal success
through the "Power of a Passion." These individuals may not necessarily be
investors in the Funds, and may not have any other relationship to the Funds
or their adviser. In instances where advertisements describe these
individuals, their success is not attributable to the Funds or their adviser.
In instances where advertisements describe successful business ventures, the
Funds or Loomis Sayles may or may not invest in these ventures.

References may be included in Loomis Sayles Funds' advertising and
promotional literature about 401(k) and retirement plans that offer the Funds.
The information may include, but is not limited to:

Specific and general references to industry statistics regarding 401(k)
and retirement plans including historical information and industry trends
and forecasts regarding the growth of assets, numbers or plans, funding
vehicles, participants, sponsors and other demographic data relating to
plans, participants and sponsors, third party and other administrators,
benefits consultants and firms with whom Loomis Sayles may or may not have
a relationship.

Specific and general reference to comparative ratings, rankings and other
forms of evaluation as well as statistics regarding the Fund as 401(k) or
retirement plan funding vehicles produced by industry authorities, research
organizations and publications.