LOOMIS SAYLES FUNDS
497, 1998-01-15
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<PAGE>
 
      [LOGO OF LOOMIS SAYLES FUNDS(TM) APPEARS HERE] 
         
      ADMIN CLASS OF     
 
      LOOMIS SAYLES  BOND FUND LOOMIS SAYLES SMALL  CAP VALUE FUND
       
      PROSPECTUS
      APRIL 1, 1997, AS REVISED JANUARY 2, 1998
<PAGE>
 
 
                [LOGO OF LOOMIS SAYLES FUNDS(TM) APPEARS HERE]
 
 ONE FINANCIAL CENTER . BOSTON, MASSACHUSETTS 02111 . (617) 482-2450
 
THE LOOMIS SAYLES FUNDS
 
 ADMIN CLASS SHARES OF:
 
  LOOMIS SAYLES BOND FUND
 
  LOOMIS SAYLES SMALL CAP VALUE FUND
       
<PAGE>

PROSPECTUS                             APRIL 1, 1997 AS REVISED JANUARY 2, 1998
 
THE LOOMIS SAYLES FUNDS--ADMIN CLASS
  Loomis Sayles Bond Fund and Loomis Sayles Small Cap Value Fund (the "Funds"
and each a "Fund"), each a series of Loomis Sayles Funds (the "Trust"), 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 three classes of shares: an Admin Class that is described in
this Prospectus and an Institutional Class and a Retail Class that are
described in separate prospectuses. This Prospectus concisely describes the
information that an investor should know before investing in the Admin Class
shares of the Fund. Please read it carefully and keep it for future reference.
A Statement of Additional Information dated April 1, 1997, as revised from
time to time, 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, option 4. 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 or Retail Class, please call the
Distributor toll-free at 800-633-3330, option 4 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
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>   
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
SUMMARY OF EXPENSES.......................................................   3
FINANCIAL HIGHLIGHTS......................................................   4
THE TRUST.................................................................   6
INVESTMENT OBJECTIVES AND POLICIES........................................   6
MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS AND RISK CONSIDERATIONS.....   7
THE FUNDS' INVESTMENT ADVISER.............................................  16
FUND EXPENSES.............................................................  16
PORTFOLIO TRANSACTIONS....................................................  17
HOW TO PURCHASE SHARES....................................................  18
SHAREHOLDER SERVICES......................................................  19
HOW TO REDEEM SHARES......................................................  20
CALCULATION OF PERFORMANCE INFORMATION....................................  22
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES...........................  22
APPENDIX A
  DESCRIPTION OF BOND RATINGS.............................................  24
</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 for the 1998 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>
                                                                        SMALL CAP
                                                               BOND       VALUE
                                                               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
 Redemption Fees/1/.........................................   none       none
 Exchange Fees..............................................   none       none
 Annual Operating Expenses (as a percentage of average net
  assets):
 Management Fees............................................    .60%       .75%
 12b-1 Fees/3/..............................................    .25%       .25%
 Administrative Fees/4/.....................................    .25%       .25%
 Other Operating Expenses...................................    .15%/2/    .19%
 Total Operating Expenses...................................   1.25%/2/   1.44%
 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        $15
 Three Years................................................    $40        $46
</TABLE>    
- -----------
/1/ A $5 charge applies to any wire transfer of redemption proceeds.
/2/ Loomis Sayles has voluntarily agreed, for an indefinite period, to limit the
    Total Operating Expenses, exclusive of Administrative Fees, of the Admin
    Class of the Bond Fund to 1.00%.
   
/3/ Because of the ongoing nature of the 12b-1 fees, long-term shareholders may
    pay more than the economic equivalent of the maximum front-end sales charge
    permitted by the rules of the National Association of Securities Dealers,
    Inc.     
   
/4/ Administrative fees shown represent the maximum amount presently authorized
    by the Trustees.     
  
                                       3
<PAGE>

                             FINANCIAL HIGHLIGHTS
                 
              (FOR AN INSTITUTIONAL CLASS SHARE OF THE FUNDS     
                 OUTSTANDING THROUGHOUT THE INDICATED PERIODS)
   
  The information presented below for the six months ended June 30, 1997 is
unaudited. The information presented below for prior periods 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' 1997 Semiannual and 1996 Annual Reports, which are incorporated by
reference in this Prospectus and the Statement of Additional Information.
Neither of the Funds had commenced investment operations with respect to Admin
Class shares as of June 30, 1997. The information shown below is for
Institutional Class shares of each indicated Fund; Admin 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
                          ---------------------------------------------------------------------
                          SIX MONTHS                                                   MAY 16*
                             ENDED                 YEAR ENDED DEC. 31,                    TO
                           JUNE 30,     ---------------------------------------------  DEC. 31,
                             1997         1996      1995     1994     1993     1992      1991
                          -----------   --------  --------  -------  -------  -------  --------
                          (UNAUDITED)
<S>                       <C>           <C>       <C>       <C>      <C>      <C>      <C>
Net asset value,
 beginning of period....   $  12.38     $  12.29  $  10.05  $ 11.37  $ 10.36  $ 10.23   $10.00
                           --------     --------  --------  -------  -------  -------   ------
Income from investment
 operations--
 Net investment income
  (loss)................       0.42         0.86      0.82     0.83     0.84     0.76     0.52
 Net realized and
  unrealized gain (loss)
  on investments........       0.26         0.35      2.32    (1.29)    1.43     0.67     0.36
                           --------     --------  --------  -------  -------  -------   ------
 Total from investment
  operations............       0.68         1.21      3.14    (0.46)    2.27     1.43     0.88
                           --------     --------  --------  -------  -------  -------   ------
Less distributions--
 Dividends from net
  investment income.....      (0.23)       (0.86)    (0.82)   (0.84)   (0.81)   (0.76)   (0.52)
 Distributions in excess
  of net investment
  income................       0.00         0.00      0.00    (0.02)    0.00     0.00     0.00
 Distributions from net
  realized capital
  gains.................       0.00        (0.26)    (0.08)    0.00    (0.45)   (0.54)   (0.13)
                           --------     --------  --------  -------  -------  -------   ------
 Total distributions....      (0.23)       (1.12)    (0.90)   (0.86)   (1.26)   (1.30)   (0.65)
                           --------     --------  --------  -------  -------  -------   ------
Net asset value, end of
 period.................   $  12.83     $  12.38  $  12.29  $ 10.05  $ 11.37  $ 10.36   $10.23
                           ========     ========  ========  =======  =======  =======   ======
Total return (%)........        5.6**       10.3      32.0     (4.1)    22.2     14.3      8.9**
Net assets, end of
 period (000)...........   $867,282     $541,244  $255,710  $82,985  $64,222  $18,472   $9,922
Ratio of operating
 expenses to average net
 assets (%).............       0.75***      0.75      0.79     0.84     0.94     1.00     1.00***
Ratio of net investment
 income to average net
 assets (%).............       7.61***      7.93      8.34     7.92     8.26     7.50     8.97***
Portfolio turnover rate
 (%)....................         14           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 (%)..............       0.80***      0.75      0.79     0.84     0.94     1.55     1.78***
 Net investment income
  per share would have
  been..................   $   0.38     $   0.86  $   0.82  $  0.83  $  0.84  $  0.70   $ 0.47
</TABLE>
- -----------
  * Commencement of investment operations.
 ** Not annualized.
*** Computed on an annualized basis.
 
                                       4
<PAGE>
 
<TABLE>
<CAPTION>
                                              SMALL CAP VALUE FUND
                          --------------------------------------------------------------------
                          SIX MONTHS                                                  MAY 13*
                             ENDED                YEAR ENDED DEC. 31,                    TO
                           JUNE 30,     --------------------------------------------  DEC. 31,
                             1997         1996     1995     1994     1993     1992      1991
                          -----------   --------  -------  -------  -------  -------  --------
                          (UNAUDITED)
<S>                       <C>           <C>       <C>      <C>      <C>      <C>      <C>
Net asset value,
 beginning of period....   $  17.39     $  15.33  $ 12.86  $ 14.13  $ 12.88  $ 12.49  $ 10.00
                           --------     --------  -------  -------  -------  -------  -------
Income from investment
 operations--
 Net investment income
  (loss)................       0.07         0.11     0.04    (0.04)    0.00    (0.06)   (0.01)
 Net realized and
  unrealized gain (loss)
  on investments........       2.19         4.47     4.06    (1.12)    3.15     1.67     3.03
                           --------     --------  -------  -------  -------  -------  -------
 Total from investment
  operations............       2.26         4.58     4.10    (1.16)    3.15     1.61     3.02
                           --------     --------  -------  -------  -------  -------  -------
Less distributions--
 Dividends from net
  investment income.....       0.00        (0.11)   (0.04)    0.00     0.00     0.00     0.00
 Distributions from net
  realized capital
  gains.................       0.00        (2.41)   (1.59)   (0.11)   (1.90)   (1.22)   (0.53)
                           --------     --------  -------  -------  -------  -------  -------
 Total distributions....       0.00        (2.52)   (1.63)   (0.11)   (1.90)   (1.22)   (0.53)
                           --------     --------  -------  -------  -------  -------  -------
Net asset value, end of
 period.................   $  19.65     $  17.39  $ 15.33  $ 12.86  $ 14.13  $ 12.88  $ 12.49
                           ========     ========  =======  =======  =======  =======  =======
Total return (%)........       13.0**       30.4     32.1     (8.2)    24.7     13.1     30.5**
Net assets, end of
 period (000)...........   $189,962     $163,625  $90,455  $73,126  $67,553  $39,244  $14,581
Ratio of operating
 expenses to average net
 assets (%).............       0.97***      1.19     1.25     1.27     1.35     1.50     1.50***
Ratio of net investment
 income to average net
 assets (%).............       0.84***      0.80     0.29    (0.30)   (0.38)   (0.79)   (0.19)***
Portfolio turnover rate
 (%)....................         47           73      155       87      106      109       56
Average commission rate
 ****...................   $ 0.0548     $ 0.0567      --       --       --       --       --
Without giving effect to
 voluntary expense
 limitations:
 The ratios of operating
  expenses to average
  net assets would have
  been (%)..............       0.97***      1.19     1.25     1.27     1.35     1.66     2.43***
 Net investment income
  per share would have
  been..................   $   0.07     $   0.11  $  0.04  $ (0.04) $  0.00  $ (0.07) $ (0.06)
</TABLE>
- -----------
   * Commencement of investment operations.
  ** Not annualized.
 *** 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.
NOTE: Further information about each Fund's performance is contained in the
Funds' 1997 Semiannual and 1996 Annual Reports to shareholders, which may be
obtained without charge.
 
                                       5
<PAGE>
 
                                   THE TRUST
 
  Each Fund is a series of 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 OBJECTIVE 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 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%.
 
                                       6
<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.
   
BOTH 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
 
COMMON STOCKS AND OTHER EQUITY SECURITIES
 
  Each Fund may invest in common stocks and similar equity securities, such as
warrants and convertibles. These securities 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.
 
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
 
                                       7
<PAGE>
 
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"). The Small Cap Value 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. The Bond Fund may
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 total assets.
 
  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
 
                                       8
<PAGE>
 
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
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.
 
 
                                       9
<PAGE>
 
FOREIGN CURRENCY HEDGING TRANSACTIONS
 
  Each Fund 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.
 
REPURCHASE AGREEMENTS
 
  Each Fund may invest in repurchase agreements. In repurchase agreements, the
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 the 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.
 
DEBT AND OTHER FIXED INCOME SECURITIES
 
  The Bond 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
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
 
                                      10
<PAGE>
 
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.
 
U.S. GOVERNMENT SECURITIES
 
  The Bond Fund may invest in 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 the 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 Fund
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
 
  The Bond Fund may invest up to 35% of its assets in securities rated below
investment grade (commonly referred to as "junk bonds"). A security will be
treated as being of investment grade quality if at the time the Bond Fund
 
                                      11
<PAGE>
 
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.
 
ZERO COUPON SECURITIES
 
  The Bond 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. The Fund 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.
 
MORTGAGE-BACKED SECURITIES
 
  The 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 the Fund purchases these
assets at a premium, a faster-than-expected prepayment rate will reduce yield
to
 
                                      12
<PAGE>
 
maturity, and a slower-than-expected prepayment rate will increase yield to
maturity. If the 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
 
  The 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 class or
series of CMOs held by the 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
 
  The Bond 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 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
 
                                      13
<PAGE>
 
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, the 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.
 
SWAP TRANSACTIONS
 
  The Bond Fund may enter into interest rate or currency swaps. The Fund 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 the 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 Bond 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 Fund 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 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
 
                                      14
<PAGE>
 
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 the 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 the
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 the Fund and futures contracts held by the
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 the 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 the 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 the 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), the 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, the Fund will treat most over-the-counter
options (and the assets it segregates to cover its obligations thereunder) as
illiquid.
 
                                      15
<PAGE>
 
  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.
 
                         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.
 
  In addition to selecting and reviewing the Fund's 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.
   
  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. Kathleen C. Gaffney, Vice
President of Loomis Sayles, has served as associate portfolio manager of the
Bond Fund since October, 1997. Mr. Fuss and Ms. Gaffney joined Loomis Sayles
in 1976 and 1984, respectively.     
   
  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. Mr. Petherick
joined Loomis Sayles in 1990. Before joining Loomis Sayles in 1993, Ms.
Champagne was a portfolio manager at NBD Bank.     
 
                                 FUND EXPENSES
   
  The Bond Fund pays Loomis Sayles an annual investment advisory fee of .60%
of the Fund's average daily net assets. The Small Cap Value Fund pays Loomis
Sayles an annual investment advisory fee of .75% of the Fund's average daily
net assets. Such investment advisory fees are paid monthly. In addition to the
investment advisory fee, each Fund pays all expenses not expressly assumed
    
                                      16
<PAGE>
 
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, administrative 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 or 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 daily net assets attributable to the
Admin 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 Admin Class
shares of the Funds, or for providing personal services to investors in Admin
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 Admin Class shares of
the Funds.     
   
  Each of the Funds may also pay an "administrative fee" at an annual rate of
up to 0.25% of its average daily net assets attributable to the Admin Class to
certain securities dealers or financial intermediaries for providing personal
service and account maintenance for their customers who are shareholders of
the Funds. Loomis Sayles may also pay these parties a continuing fee at an
annual rate of up to 0.25% of the value of Fund shares held for those
customers' accounts, which 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.
 
                                      17
<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
 
  Shares of the Fund may be purchased exclusively through intermediaries, who
will be the record owner of the shares. The intermediary may purchase shares
by paying cash or by exchanging Admin Class shares of any Fund (or any other
series of Loomis Sayles Funds).
 
  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
("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.     
 
  After an account has been established, the intermediary 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.
 
  Initial or subsequent investments can also be made by federal funds wire.
For initial investment by wire, contact the Distributor at 800-633-3330,
option 4 for an account number before sending the wire. The intermediary
should instruct its bank 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 Admin
Class), DDA #9904-622-9, Account Name, 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.
 
 
                                      18
<PAGE>
 
  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
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 (i) a Retail Class of shares that has a $250,000
minimum investment for certain categories of investors and does not bear
administrative fees, and (ii) an Institutional Class of shares that has a
$1 million minimum investment for certain categories of investors and does not
bear 12b-1 fees or administrative fees. Because of its higher expenses, the
Admin Class of shares of each Fund is expected to have a lower total return
than either of the Institutional Class or 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 the Distributor. 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.
 
  FREE EXCHANGE PRIVILEGE. Admin Class shares of any Fund may be exchanged for
Admin Class shares of any other fund that is a series of Loomis Sayles Funds
and that offers Admin 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
 
                                      19
<PAGE>
 
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.
 
                             HOW TO REDEEM SHARES
 
  An investor can, through their intermediary or their intermediary can on the
investor's behalf, redeem shares by sending a written request to the
Distributor. 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 the Distributor at 800-633-3330, option 4. 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 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, (2) the account registration has changed within the last
30 days or (3) 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.
 
  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 the Distributor prior to the close of regular trading on the New
York Stock Exchange. If an investor telephones a request to the Distributor
after the Exchange closes or on a day when the Exchange is not open for
business, the Distributor cannot accept the request and a new one will be
necessary.
 
 
                                      20
<PAGE>
 
  If an investor decides to change the bank account to which proceeds are to
be wired, the investor must send in this change in writing 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, the Distributor 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 the
Distributor with the investor's account registration and address as it appears
on the records of State Street Bank. The Distributor 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 the Distributor. 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 the Distributor 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 15 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.
       
                                      21
<PAGE>
 
                    CALCULATION OF PERFORMANCE INFORMATION
 
  The Funds' investment performance may from time to time be included in
advertisements about the Funds or Loomis Sayles 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.
 
  "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 Fund declares and pays dividends quarterly. The Small Cap Value
Fund declares and pays 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
Fund declares or pays 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.
 
  An investor's income dividends and short-term capital gain distributions
(that is, net gains from securities held for not more than a year) are taxable
as
 
                                      22
<PAGE>
 
ordinary income whether distributed in cash or additional shares.
Distributions designated by all Funds as deriving from net gains on securities
held for more than one year but not more than 18 months and from net gains on
securities held for more than 18 months will be taxable as such 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 the federal, state and local tax
       consequences of investing in, redeeming or exchanging Fund shares.
 
                                      23
<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.
 
                                      AA
 
  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.
 
                                       A
 
  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.
 
                                      24
<PAGE>

                                       C
 
  The rating C is reserved for income bonds on which no interest is being
paid.
 
                                       D
 
  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.
 
                                      AA
 
  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.
 
                                       A
 
  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.
 
 
                                      25
<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.
 
                                      BA
 
  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.
 
                                       B
 
  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.
 
                                      CA
 
  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.
 
                                       C
 
  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.
 
 
                                      26
<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.
 
 
                                      27
<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]
<PAGE>
 
       
                  [LOGO OF LOOMIS SAYLES FUNDS APPEARS HERE]
 

                            STATEMENT OF ADDITIONAL
                                  INFORMATION
                                     
                                  APRIL 1, 1997 AS REVISED JANUARY 2, 1998     
   
  As of the date of this Statement of Additional Information, no shares of the
Boston Private Bank & Trust Company High Yield Fund Class of the Loomis Sayles
High Yield Fund, a series of Loomis Sayles Funds, had been sold and no shares
were currently being offered for sale.     
 
  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
APPENDIX A--PUBLICATIONS THAT MAY CONTAIN FUND INFORMATION.................  37
APPENDIX B--ADVERTISING AND PROMOTIONAL LITERATURE.........................  39
</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, 1997     
 
<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 December 31, 1997 the officers and trustees of the Trust owned
beneficially shares of each Fund as follows: 16,248.680 shares of the Growth
Fund, 12,356.013 shares of the Core Value Fund, 36,596.391 shares of the Small
Cap Value Fund, 18,745.729 shares of the International Equity Fund, 13,616.686
shares of the Worldwide Fund, 390,093.399 shares of the Bond Fund, 27,439.658
shares of the Global Bond Fund, 12,620.892 shares of the U.S. Government
Securities Fund, 64,765.707 shares of the Municipal Bond Fund, 56,245.977
shares of the Short-Term Bond Fund, 84,500.028 shares of the High Yield Fund,
10,760.451 shares of the Investment Grade Bond Fund, 146.893 of the Strategic
Value Fund, and 1,674.495 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 December 31, 1997, the
Pension Plan owned the following percentages of the outstanding Institutional
Class shares of the indicated Funds: 0.70% of the Bond Fund, 10.38% of the
Core Value Fund, 26.73% of the Global Bond Fund, 9.29% of the Growth Fund,
32.65% of the Intermediate Maturity Bond Fund, 12.72% of the International
Equity Fund, 2.70% of the Short Term Bond Fund, 1.42% of the Small Cap Value
Fund, 32.6% of the U.S. Government Securities Fund, and 80.79% of the
Worldwide Fund. As of December 31, 1997, the Profit Sharing Plan owned the
following percentages of the outstanding Institutional Class shares of the
indicated Funds: 1.13% of the Bond Fund, 16.10% of the Core Value Fund, 9.75%
of the Global Bond Fund, 32.11% of the Growth Fund, 28.94% of the High Yield
Fund, 18.87% of the Intermediate Maturity Bond Fund, 6.44% of the
International Equity Fund, 27.26% of the Investment Grade Bond Fund, 88.22% of
the Mid-Cap Growth Fund, 43.47% of the Mid-Cap Value Fund, 11.60% of the
Short-Term Bond Fund, 53.99% of the Small Cap Growth Fund, 7.63% of the Small
Cap Value Fund, 85.06% of the Strategic Value Fund, 16.13% of the U.S.
Government Securities Fund, and 14.13% of the Worldwide Fund. 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) 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 December 31, 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.                      39.77%
                                          San Francisco, CA 94104

Charles Schwab & Co. Inc.                 101 Montgomery St.                       9.61%
                                          San Francisco, CA 94104
CORE VALUE FUND
Loomis Sayles                             One Financial Center                    16.10%
Employees Profit Sharing Plan             Boston, MA 02111

Olsen & Co.                               P.O. Box 92800                          10.38%
Attn: Mutual Fund Ops                     Rochester, NY 14692

John W. George, Trustee                   590 Renaud                               7.50%
John W. George Trust                      Grosse Pointe, MI 48236
U/A/D 12/6/90

Asbestos Workers Local                    C/O Loomis Sayles & Co. Inc.             6.78%
#84 Pension Fund                          1593 North Woodward, Ste 300
                                          Bloomfield Hills, MI 48304

First Trust NA Trustee                    P.O. Box 64010                           5.77%
Green Tree Financial Corp                 St. Paul, MN 55164
401K Plan

GLOBAL BOND FUND
Olsen & Co.                               P.O. Box 92800                          26.73%
Attn: Mutual Fund Ops                     Rochester, NY 14692

Norwest Bank MN NA                        733 Marquette Ave. MS 0036              19.65%
C/F Desert States UFCW Union              Minneapolis, MN 55480
Employers Pension

Fleet National Bank TTEE                  P.O. Box 92800                          16.78%
Kaman Corp Master Trust                   Rochester, NY 14692
Fixed Income Fund U/A/D 10-1-96

Loomis Sayles                             One Financial Center                     9.75%
Employees Profit Sharing Plan             Boston, MA 02111

Charles Schwab & Co. Inc.                 101 Montgomery St.                       5.70%
                                          San Francisco, CA 94104

GROWTH FUND
Loomis Sayles                             One Financial Center                    32.11%
Employees Profit Sharing Plan             Boston, MA 02111

Olsen & Co.                               P.O. Box 92800                           9.29%
Attn: Mutual Fund Ops                     Rochester, NY 14692

Fiduciary Trust Co. Cust                  2 World Trade Center                     5.26%
FBO Scott R. Shoemaker                    New York, NY 10048
Attn: Jeff Wolfert
</TABLE>    
 
 
                                       13
<PAGE>
 
<TABLE>   
<CAPTION>
                                                                              PERCENTAGE OF
SHAREHOLDER                               ADDRESS                              SHARES HELD
- -----------                               -------                             -------------
<S>                                       <C>                                 <C>
HIGH YIELD FUND
Loomis Sayles                             One Financial Center                    28.94%
Employees Profit Sharing Plan             Boston, MA 02111

Daniel J. Fuss                            44 Longfellow Road                      16.14%
                                          Wellesley, MA 02181

Loomis, Sayles & Company, L.P.            One Financial Center                    10.91%
                                          Boston, MA 02111

Carole J. Lautenbach TTEE                 1312 Sea Spray Lake                      5.25%
Carole J. Lautenbach Trust                Sanibel, FL 33957
U/T/D 2/24/97

Rosemary B. Fuss                          44 Longfellow Road                       5.22%
                                          Wellesley, MA 02181

INTERMEDIATE MATURITY BOND FUND
Hawaii Sheet Metal Workers                1405 N. King St. Rm 403                 33.31%
Health & Welfare Fund                     Honolulu, HI 96817

Olsen & Co.                               P.O. Box 92800                          32.65%
Attn: Mutual Fund Ops                     Rochester, NY 14692

Loomis Sayles                             One Financial Center                    18.87%
Employees Profit Sharing Plan             Boston, MA 02111

Pomona College                            Alexander Hall                           9.40%
                                          550 N. College Ave.
                                          Claremont, CA 91711

INTERNATIONAL EQUITY FUND
Olsen & Co.                               P.O. Box 92800                          12.72%
Attn: Mutual Fund Ops                     Rochester, NY 14692

Comerica Bank FBO                         P.O. Box 75000 MC 3446                  10.70%
City of Livonia Employee                  Detroit, MI 48275
Retirement System

Bank of New York                          P.O. Box 30772                           7.43%
Western Tr FBO IATSE                      Los Angeles, CA 90030
Local 33 Pension Plan

Loomis Sayles                             One Financial Center                     6.44%
Employees Profit Sharing Plan             Boston, MA 02111

The Security Mutual Life                  200 Centennial Mall North                6.01%
Insurance Co. of Lincoln Nebraska         P.O. Box 82248
                                          Lincoln, NE 68501

INVESTMENT GRADE BOND FUND
Loomis, Sayles & Company, L.P.            Attn: Paul Sherba                       46.85%
                                          One Financial Center
                                          Boston, MA 02111

Loomis Sayles                             One Financial Center                    27.26%
Employees Profit Sharing Plan             Boston, MA 02111
</TABLE>    
 
                                       14
<PAGE>
 
<TABLE>   
<CAPTION>
                                                                              PERCENTAGE OF
SHAREHOLDER                               ADDRESS                              SHARES HELD
- -----------                               -------                             -------------
<S>                                       <C>                                 <C>
Pomona College                            Alexander Hall                           6.54%
                                          550 N. College Ave.
                                          Claremont, CA 91711

MID-CAP GROWTH FUND
Loomis Sayles                             One Financial Center                    88.22%
Employees Profit Sharing Plan             Boston, MA 02111

MID-CAP VALUE FUND
Loomis Sayles                             One Financial Center                    43.47%
Employees Profit Sharing Plan             Boston, MA 02111

John W. George Jr. Trustee                590 Renaud                              11.90%
John W. George Jr. Trust                  Grosse Pointe, MI 48236
U/A/D 12/6/90

FM Co                                     One Financial Plaza                     10.14%
FBO East Jordan Iron Works                Holland, MI 49423
Attn: Trust Operations
 
MUNICIPAL BOND FUND
John W. George Jr. Trustee                590 Renaud                              17.81%
John W. George Jr. Trust                  Grosse Pointe, MI 48236
U/A/D 12/6/90

Ann A. Morris Trustee                     General Delivery                        13.82%
Ann A. Morris Trust                       Lummi Island, WA 98262
U/A/T DTD 2/7/85

Elinor J. Rousseau, Trustee               1071 North Renaud                        5.16%
Elinor J. Rousseau Trust                  Grosse Point Woods, MI 48236
DTD 10/14/88
 
SHORT-TERM BOND FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      13.00%
                                          San Francisco, CA 94104

Loomis Sayles                             One Financial Center                    11.60%
Employees Profit Sharing Plan             Boston, MA 02111

George R. Rodrigues, Jr                   1109 Bethel St. Ste. 403                 8.48%
Herbert S K Kaopua Sr TTEES               Honolulu, HI 96813
Pamcah-UA Local 675
Health & Welfare DTD 9/1/61

John W. George Jr. Trustee                590 Renaud                               8.08%
John W. George Jr. Trust                  Grosse Pointe, MI 48236
U/A/D 12/6/90

Hawaii Sheet Metal Workers                1405 N. King St. Rm. 403                 5.63%
Health & Welfare Fund                     Honolulu, HI 96817

SMALL CAP GROWTH FUND
Loomis Sayles                             One Financial Center                    53.99%
Employees Profit Sharing Plan             Boston, MA 02111
</TABLE>    
 
                                       15
<PAGE>
 
<TABLE>   
<CAPTION>
                                                                              PERCENTAGE OF
SHAREHOLDER                               ADDRESS                              SHARES HELD
- -----------                               -------                             -------------
<S>                                       <C>                                 <C>
YMCA of Greater Boston                    316 Huntington Ave.                     13.80%
                                          Boston, MA 02216

Bruce J. Anderson Foundation              One Boston Place 24th Floor              6.06%
c/o Jim Pitts                             Boston, MA 02108
The Boston Foundation

Charles F. Rendeiro, Jr.                  P.O. Box 374                             5.62%
                                          Boston, MA 02101

National Investor Services Corp.          55 Water St.                             5.29%
For the Exclusive Benefit of              New York, NY 10041
Our Customers

SMALL CAP VALUE FUND
Smith Barney Inc.                         388 Greenwich St.                       17.00%
                                          New York, NY 10013

Loomis Sayles                             One Financial Center                     7.63%
Employees Profit Sharing Plan             Boston, MA 02111

Charles Schwab & Co. Inc.                 101 Montgomery St.                       5.99%
                                          San Francisco, CA 94104

F M Kirby                                 17 Dehart St.; P.O. Box 151              5.18%
                                          Morristown, NJ 07963

STRATEGIC VALUE FUND
Loomis Sayles                             One Financial Center                    85.06%
Employees Profit Sharing Plan             Boston, MA 02111

Pomona College                            Alexander Hall                           5.47%
Attn: Investments                         550 N. College Ave.
                                          Claremont, CA 91711

U.S. GOVERNMENT SECURITIES FUND
Olsen & Co.                               P.O. Box 92800                          32.60%
Att: Mutual Fund Ops                      Rochester, NY 14692

Loomis Sayles                             One Financial Center                    16.13%
Employees Profit Sharing Plan             Boston, MA 02111

National City Bank Columbus TTEE          P.O. Box 94777                           6.46%
Columbus Distributing Co. PSP             Cleveland, OH 44101

Charles Schwab & Co. Inc.                 101 Montgomery St.                       5.60%
                                          San Francisco, CA 94104

Charles Schwab & Co. Inc.                 101 Montgomery St.                       5.02%
                                          San Francisco, CA 94104

WORLDWIDE FUND
Olsen & Co.                               P.O. Box 92800                          80.79%
                                          Rochester, NY 14692

Loomis Sayles                             One Financial Center                    14.13%
Employees Profit Sharing Plan             Boston, MA 02111
</TABLE>    
 
 
                                       16
<PAGE>
 
                              RETAIL CLASS SHARES
 
<TABLE>   
<CAPTION>
                                                                              PERCENTAGE OF
SHAREHOLDER                               ADDRESS                              SHARES HELD
- -----------                               -------                             -------------
<S>                                       <C>                                 <C>
BOND FUND
Reliance Trust Co.                        P.O. Box 48449                           9.26%
FBO Clear Channel Comm 401K               Atlanta, GA 30362-1449

CORE VALUE FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      60.45%
                                          San Francisco, CA 94104

NFSC FEBO                                 2651 Sleepy Hollow Dr.                   7.52%
Stephen M. Keil                           State College, PA 16803
FMT CO CUST IRA ROLLOVER

GLOBAL BOND FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      35.07%
                                          San Francisco, CA 94104

National Investor Services Corp           55 Water St.                             5.68%
For the Exclusive Benefit of              New York, NY 10041
 Our Customers                            

GROWTH FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      48.56%
                                          San Francisco, CA 94104

NFSC FEBO                                 900 Palisade Ave.                       30.26%
FMT CO CUST IRA Rollover                  Fort Lee, NJ 07024
Leslie G. Brady

HIGH YIELD FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      51.00%
                                          San Francisco, CA 94104

Charles Schwab & Co. Inc.                 101 Montgomery St.                       7.79%
                                          San Francisco, CA 94104

NFSC FEBO                                 1161 Wilson St.                          5.12%
FMT CO CUST IRA Rollover                  Pottstown, PA 19464
FBO Harry R. Locke

INTERMEDIATE MATURITY BOND FUND
Charles Schwab & Co. Inc.                 101 Montgomery St                       94.30%
                                          San Francisco, CA 94104

INTERNATIONAL EQUITY FUND
James Goodman                             1400 Ocean Blvd. Apt. 706N              50.80%
Dorothy Goodman JT TEN                    Boca Raton, FL 33432

Charles Schwab & Co. Inc.                 101 Montgomery St.                      24.36%
                                          San Francisco, CA 94104

CIBC Oppenheimer Corp.                    PO Box 3484                              5.65%
                                          Church St. Station
                                          New York, NY 10008

INVESTMENT GRADE BOND FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      67.33%
                                          San Francisco, CA 94104
</TABLE>    
 
                                       17
<PAGE>
 
<TABLE>   
<CAPTION>
                                                                              PERCENTAGE OF
SHAREHOLDER                               ADDRESS                              SHARES HELD
- -----------                               -------                             -------------
<S>                                       <C>                                 <C>
MID-CAP GROWTH FUND
Jane F. Clark                             140 Enid Ln                             91.88%
                                          Northfield, IL 60093

MID-CAP VALUE FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      69.73%
                                          San Francisco, CA 94104

Donaldson Lufkin Jenrette                 One Pershing Plaza - 7th Fl             17.14%
Securities Corporation Inc.               Jersey City, NJ 07303

SHORT-TERM BOND FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      21.31%
                                          San Francisco, CA 94104

Donaldson Lufkin Jenrette                 P.O. Box 2052                           19.67%
Securities Corporation Inc.               Jersey City, 07303

Donaldson Lufkin Jenrette                 P.O. Box 2052                           18.68%
Securities Corporation Inc.               Jersey City, 07303

Charles Schwab & Co. Inc.                 101 Montgomery St.                       9.93%
                                          San Francisco, CA 94104

NFSC FEBO                                 49 Robbins Ave                           9.13%
Mario C. Lega                             Berkeley Hts, NJ 07922
Beatriz Z. Lega

Donaldson Lufkin Jenrette                 P.O. Box 2052                            8.82%
Securities Corporation Inc.               Jersey City, 07303

Donaldson Lufkin Jenrette                 P.O. Box 2052                            5.06%
Securities Corporation Inc.               Jersey City, 07303

SMALL CAP GROWTH FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      57.68%
                                          San Francisco, CA 94104

MO Institute of Sports Medicine Inc.      621 New Ballas                          32.35%
Profit Sharing Plan & Trust               Suite 101
DTD 5/1/80                                St. Louis, MO 63141

SMALL CAP VALUE FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      32.13%
                                          San Francisco, CA 94104

First Trust National Association          180 East Fifth St.                      28.00%
Trustee For United Healthcare Corp.       P.O. Box 64488
401K Savings Plan                         St. Paul, MN 55164
Attn: D. Berube

Chase Manhattan Bank Trustee              770 Broadway                            10.35%
Metlife Defined Contribution              10th Floor
Group; Attn: Cindy Chu                    New York, NY 10003

Charles Schwab & Co. Inc.                 101 Montgomery St.                       5.48%
                                          San Francisco, CA 94104
</TABLE>    
 
                                       18
<PAGE>
 
<TABLE>   
<CAPTION>
                                                                              PERCENTAGE OF
SHAREHOLDER                               ADDRESS                              SHARES HELD
- -----------                               -------                             -------------
<S>                                       <C>                                 <C>
STRATEGIC VALUE FUND
Lazard Freres & Co. LLC                   120 Broadway                            95.86%
FBO Catholic Cemetaries                   New York, NY 10271

WORLDWIDE FUND
Charles Schwab & Co. Inc.                 101 Montgomery St.                      58.49%
                                          San Francisco, CA 94104

National Investor Services Corp.          55 Water St.                            40.70%
FBO Our Customers                         New York, NY 10041
Mutual Funds Dept. 32nd Floor
</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 ("Plans")
for their Retail Class shares. The Bond and Small Cap Value
 
                                      22
<PAGE>
 
Funds have adopted Plans for their Admin Class shares. The Plans, among other
things, permit the relevant classes of the Funds to pay the Funds' distributor
(currently Loomis Sayles Distributors, L.P.) monthly fees, at annual rates not
exceeding 0.25% of the assets of the Retail Class and Admin Class
respectively. 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 or Admin Class shares of a Fund requires approval of the Retail
Class or Admin 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 L.L.P. 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 1996 Annual Report have been
so incorporated, in reliance on the reports of Coopers & Lybrand L.L.P.,
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.
 
                                      23
<PAGE>
 
  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
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. Additionally, the Bond Fund and Small
Cap Value Fund offer a third class of shares designated the Admin Class and
the High Yield Fund offers a third class designated the Boston Private Bank &
Trust Company High Yield Fund. The trustees may also, without shareholder
approval, establish one or more additional separate portfolios for investments
in the     
 
                                      25
<PAGE>
 
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").
 
  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).
 
                                      26
<PAGE>
 
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
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, Martin Luther King, Jr. 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.
 
                                      27
<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."
 
  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
 
                                      28
<PAGE>
 
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. 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.
 
                                      29
<PAGE>
 
  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)  distribute at least 90% of its dividend, interest and certain other
taxable income each year (iii) at the end of each fiscal quarter maintain at
least 50% of the value of its total assets in cash, U.S. 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 (iv) at the end of each fiscal quarter,
not 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. In addition, until the
start of a Fund's first tax year beginning after August 5, 1997, each Fund
must derive less than 30% of its gross income from gains from the sale or
other disposition of securities held for less than three months. 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.     
 
  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
 
                                      30
<PAGE>
 
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 designated by a Fund as deriving from net
gains on securities held for more than one year but not more than 18 months
("28% Rate Gain") and from net gains on securities held for more than 18
months ("20% Rate Gain") will be taxable to shareholders as such, without
regard to how long a shareholder has held shares of the Fund.     
 
  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. In addition, a shareholder must hold shares of the Fund
(without protection from risk of loss) on the ex-dividend date and for at
least 15 other days during the 30-day period surrounding the ex-dividend date
in order to be eligible to claim a foreign credit for his or her share of
these foreign taxes. 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.
In general, any gain realized upon a taxable disposition of shares will be
treated as 28% Rate Gain if the shares have been held for more than one year
but not more than 18 months, and as 20% Rate Gain if the shares have been held
for more than 18 months. Otherwise the gain on the sale, exchange or
redemption of Fund shares will be treated as short-term capital gain. 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.     
 
                                      31
<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. The financial statements of the
Loomis Sayles Bond Fund, Loomis Sayles High Yield Fund and Loomis Sayles Small
Cap Value Fund included in the Trust's Semi-Annual Reports dated June 30,
1997, filed with the Securities and Exchange Commission on August 29, 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.
 
                                      32
<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, 1997,
(ii) for the three-year period ended December 31, 1997, (iii) the five-year
period ended December 31, 1997 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, 1997. The
Bond Fund and Small Cap Value Fund had not commenced investment operations
with respect to Admin Class shares and High Yield Fund had not commenced
investment operations with respect to Boston Private Bank High Yield Fund
shares as of December 31, 1997.     
 
                               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 12/31/97 12/31/97  12/31/97 ENDED 12/31/97 12/31/97**     12/31/97
                         ----------- --------  -------- -------------- ---------- ----------------
<S>                      <C>         <C>       <C>      <C>            <C>        <C>
FUND
Growth..................      N/A     24.11 %   24.88%      15.45%       14.83%        15.84%
Core Value..............      N/A     29.21 %   28.40%      18.61%       16.40%        17.20%
Small Cap Value.........      N/A     25.99 %   29.45%      19.94%       21.37%        21.58%
International Equity....      N/A     (0.98)%    8.40%      11.63%        8.52%         8.36%
Worldwide...............      N/A      3.51 %     N/A         N/A         7.45%         7.63%
Mid-Cap Growth..........      N/A     22.22 %     N/A         N/A        22.15%        22.15%
Mid-Cap Value...........      N/A     26.32 %     N/A         N/A        26.24%        26.24%
Small Cap Growth........      N/A     19.43 %     N/A         N/A        19.37%        19.37%
Strategic Value.........      N/A     19.70 %     N/A         N/A        19.64%        19.64%
Bond....................     8.04%    12.69 %   17.93%      13.97%       14.22%        14.05%
Global Bond.............     6.74%     2.31 %   13.40%       8.81%        9.31%         9.22%
U.S. Government Securi-
 ties...................     5.55%    12.74 %   12.01%       8.80%       10.28%        10.28%
Municipal Bond..........     4.53%     9.84 %    9.75%       6.90%        7.85%         7.89%
Short-Term Bond.........     5.76%     7.15 %    7.45%       6.20%        5.90%         5.88%
High Yield..............    11.35%    11.39 %     N/A         N/A        10.50%        11.13%
Intermediate Maturity
 Bond...................     6.97%     6.43 %     N/A         N/A         6.41%         6.41%
Investment Grade Bond...     6.98%    14.51 %     N/A         N/A        14.47%        14.47%
</TABLE>    
- --------
   
  * Performance (for other than the one-year, three-year and five-year periods
    for the Core Value and Small Cap Value Funds, and the three-year and five-
    year periods for the Bond Fund) would have been lower     
 
                                      35
<PAGE>
 
       
    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, 23.98%, 24.85%, 15.44%, 14.81% and 15.82%
    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; Core Value, 16.31% and 17.11% for the period
    since modified inception and the period since commencement of operations,
    respectively; Small Cap Value, 21.33% and 21.54% for the period since
    modified inception and the period since commencement of operations,
    respectively; International Equity, (1.14)%, 8.35%, 11.58%, 8.16% and
    7.98% 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; Worldwide, 1.89%, 5.49% and
    5.66% for the one-year period, the period since modified inception and the
    period since commencement of operations, respectively; Mid-Cap Growth,
    13.88%, 13.84% and 13.84% for the one-year period, the period since
    modified inception and the period since commencement of operations,
    respectively; Mid-Cap Value, 20.68%, 20.62% and 20.62% for the one-year
    period, the period since modified inception and the period since
    commencement of operations, respectively; Small Cap Growth, 14.62%, 14.58%
    and 14.58% for the one-year period, the period since modified inception
    the period since commencement of operations, respectively; Strategic
    Value, 4.16%, 4.15% and 4.15% for the one-year period, the period since
    modified inception and the period since commencement of operations,
    respectively; Bond, 8.03 (yield) and 12.67%, 14.15% and 13.98% for the
    one-year period, the period since modified inception, and the period since
    commencement of operations, respectively; Global Bond, 6.42% (yield), and
    1.99%, 13.19%, 8.70%, 9.00% and 8.90% 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, 5.03% (yield), and 12.11%, 11.74%, 8.58%, 9.98% and 9.98% 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, 3.34% (yield), and 8.64%, 8.77%,
    5.78%, 5.09% and 5.12% 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; Short- Term Bond, 5.14% (yield),
    and 6.46%, 7.19%, 5.92%, 5.50% and 5.46% for the one-year period, the
    three-year period, the five-year period, the period since modified
    inception and the period since commencement of investment operations,
    respectively; High Yield, 8.74% (yield), 8.34%, 5.88% and (6.27)% for the
    one-year period, the period since modified inception and the period since
    commencement of operations, respectively; Intermediate Maturity Bond,
    4.84% (yield), and 3.83%, 3.32% and 3.32% for the one-year period, the
    period since modified inception and the period since commencement of
    operations, respectively; and Investment Grade Bond, 1.36% (yield), and
    7.48%, 7.46% and 7.46% for the one-year period, the period since modified
    inception and the period since commencement of operations, respectively.
           
 ** For the Mid-Cap Growth Fund, Mid-Cap Value Fund, Small Cap Growth Fund,
    Strategic Value Fund, Intermediate Maturity Bond Fund, and Investment
    Grade Bond Fund, the modified inception date is December 31, 1996. 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.     
 
                                      36
<PAGE>
 
*** 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
      Mid-Cap Growth......................................... January 2, 1997
      Mid-Cap Value.......................................... January 2, 1997
      Small Cap Growth....................................... January 2, 1997
      Strategic Value........................................ January 2, 1997
      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
      Intermediate Maturity Bond............................. January 2, 1997
      Investment Grade Bond.................................. January 2, 1997
</TABLE>    
 
 
                                       37
<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
Dorfman, Dan (syndicated column)          Mutual Fund Market News
Dow Jones News Service                    Mutual Funds Magazine
                                          National Public Radio
Economist     
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
 
                                       38
<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
 
                                       39
<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.
 
 
                                      40


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