LOOMIS SAYLES FUNDS, 497, 2000-05-09

LOOMIS SAYLES FUNDS
497, 2000-05-09

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PROSPECTUS -
[LOGO] FEBRUARY 1, 2000,
LOOMIS SAYLES EMERGING MARKETS FUND AS REVISED MAY 9, 2000

</TABLE>

LOOMIS SAYLES EMERGING MARKETS FUND

Loomis, Sayles & Company, L.P., which has been an investment adviser since 1926,
is the investment adviser of the Funds.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.
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TABLE OF CONTENTS

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RISK/RETURN SUMMARY 1
General Information 1
Loomis Sayles Emerging Markets Fund 2
Summary of Principal Risks 3

EXPENSES OF THE FUND 6

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS
AND RISK CONSIDERATIONS 8

MANAGEMENT 14
Investment Adviser 14
Portfolio Managers 14
Distribution Plan and Other Fees 14

GENERAL INFORMATION 15
Pricing 15
How to Purchase Shares 15
How to Redeem Shares 17
How to Exchange Shares 19
Dividends and Distributions 19
Tax Consequences 20
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RISK/RETURN SUMMARY

GENERAL INFORMATION

The following is a summary of certain key information about the Loomis Sayles
Emerging Markets Fund. You will find additional information about the Fund,
including a detailed description of the risks of an investment in the Fund,
after this summary.

This Risk/Return summary describes the Fund's objectives, principal investment
strategies, and principal risks. The summary includes a short discussion of some
of the principal risks of investing in the Fund. A further discussion of these
and other principal risks begins after this summary.

A more detailed description of the Fund, including some of the additional risks
associated with investing in the Fund, can be found further back in this
Prospectus after the Summary of Principal Risks. Please be sure to read this
additional information before you invest.

You can lose money by investing in the Fund. The Fund may not achieve its
objective and is not intended to be a complete investment program. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.

LOOMIS SAYLES FUNDS 1
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LOOMIS SAYLES EMERGING MARKETS FUND

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

PRINCIPAL INVESTMENT STRATEGIES The Fund pursues its objective by investing
primarily in stocks or other equity securities of issuers located in countries
with emerging securities markets. Countries with emerging markets are those
that, in the opinion of Loomis Sayles, are emerging as investment markets but
have yet to reach a level of maturity associated with developed foreign
securities markets. Countries with emerging securities markets include, among
others, Argentina, Brazil, Chile, China, Colombia, the Czech Republic, Greece,
Hong Kong, Hungary, India, Indonesia, Israel, Italy, Jordan, Malaysia,
Singapore, South Africa, South Korea, Taiwan, Thailand, and Venezuela.

In deciding which securities to buy and sell, Loomis Sayles seeks to identify
companies that Loomis Sayles believes have distinctive products, technologies,
or services, dynamic earnings growth, prospects for high levels of
profitability, and solid management. Loomis Sayles typically does not consider
current income when making buy/sell decisions.

The Fund may engage in options and futures transactions, securities lending, and
foreign currency hedging transactions and also may invest in Rule 144A
securities, when-issued securities, swap transactions, repurchase agreements,
and, to the extent permitted by the Investment Company Act of 1940, closed-end
investment companies.

PRINCIPAL RISKS Among the principal risks of investing in the Fund are the
following:
- - foreign risk (the risk that the value of the Fund's foreign investments will
fall as a result of foreign political, social, or economic changes);
- - currency risk (the risk that the value of the Fund's investments will fall as
a result of changes in exchange rates);
- - market risk (the risk that the value of the Fund's investments will fall as a
result of movements in financial markets generally);
- - derivatives risk (the risk that the value of the Fund's derivative investments
will fall as a result of pricing difficulties or lack of correlation with the
underlying investment);
- - liquidity risk (the risk that the Fund may be unable to find a buyer for its
investments when it seeks to sell them); and
- - management risk (the risk that Loomis Sayles' investment techniques will be
unsuccessful and may cause the Fund to incur losses).

PERFORMANCE No performance information is available for the Fund because it has
not yet been in operation for a full calendar year.
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SUMMARY OF PRINCIPAL RISKS

The value of your investment in the Fund will fluctuate with changes in the
values of the Fund's investments. Many factors can affect those values. This
section describes the principal risks that may affect the Fund's portfolio as a
whole. The Fund could be subject to additional principal risks because the types
of investments made by the Fund can change over time.

FOREIGN RISK

This is the risk associated with investments in issuers located in foreign
countries. The Fund's investments in foreign securities may experience more
rapid and extreme changes in value than investments in securities of U.S.
companies.

The securities markets of many foreign countries are relatively small, with a
limited number of issuers and a small number of securities. In addition, foreign
companies often are not subject to the same degree of regulation as U.S.
companies. Reporting, accounting, and auditing standards of foreign countries
differ, in some cases significantly, from U.S. standards. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes, or
diplomatic developments can cause the value of the Fund's investments in a
foreign country to decline. In the event of nationalization, expropriation, or
other confiscation, the Fund could lose its entire investment.

Because the Fund will invest significantly in emerging markets, the Fund may
face greater foreign risk since emerging market countries may be more likely to
experience political and economic instability.

CURRENCY RISK

This is the risk that fluctuations in exchange rates between the U.S. dollar and
foreign currencies may cause the value of the Fund's investments to decline. The
Fund is subject to currency risk because it may invest in securities denominated
in, or receiving revenues in, foreign currencies.

MARKET RISK

This is the risk that the value of the Fund's investments will change as
financial markets fluctuate and that prices overall may decline. The value of a
company's stock may fall as a result of factors that directly relate to that
company, such as decisions made by its management or lower demand for the
company's products or services. A stock's value also may fall because of factors
affecting not just the company, but companies in its industry or in a number of
different industries, such as increases in production costs. The value of a
company's stock also may be affected by changes in financial market conditions,
such as changes in interest rates or currency exchange rates. In addition, a
company's stock generally pays dividends only after the company makes required
payments to holders of its bonds or other

LOOMIS SAYLES FUNDS 3
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debt. For this reason, the value of the stock will usually react more strongly
than bonds and other fixed income securities to actual or perceived changes in
the company's financial condition or prospects.

Market risk generally is greater for the Fund when it invests substantially in
small and medium-sized companies, since these companies tend to be more
vulnerable to adverse developments than large companies.

LEVERAGING RISK

When the Fund borrows money or otherwise leverages its portfolio, the value of
an investment in the Fund will be more volatile, and all other risks generally
are compounded. Since the Fund may create leverage by using investments such as
repurchase agreements, inverse floating rate instruments or derivatives, or by
borrowing money, the Fund faces this risk.

DERIVATIVES RISK

The Fund may use derivatives, which are financial contracts whose value depends
upon or is derived from the value of an underlying asset, reference rate, or
index. Examples of derivatives include options, futures, and swap transactions.
The Fund may use derivatives as part of a strategy designed to reduce other
risks ("hedging"). The Fund also may use derivatives to earn income, enhance
yield, and broaden Fund diversification. This use of derivatives entails greater
risk than using derivatives solely for hedging purposes. Funds that use
derivatives also face additional risks, such as the credit risk of the other
party to a derivative contract, the risk of difficulties in pricing and
valuation, and the risk that changes in the value of a derivative may not
correlate perfectly with relevant assets, rates, or indices.

LIQUIDITY RISK

Liquidity risk exists when particular investments are difficult to purchase or
sell, possibly preventing the Fund from selling out of these illiquid securities
at an advantageous price. Derivatives and securities that involve substantial
credit risk tend to involve greater liquidity risk. In addition, liquidity risk
tends to increase to the extent the Fund invests in securities whose sale may be
restricted by law or by contract, such as Rule 144A securities.

MANAGEMENT RISK

Management risk is the risk that Loomis Sayles' investment techniques could fail
to achieve the Fund's objective and could cause your investment in the Fund to
lose value. The Fund is subject to management risk because the Fund is actively
managed by Loomis Sayles. Loomis Sayles will apply its investment techniques and
risk analyses in making investment decisions for the Fund, but there can be no
guarantee that Loomis Sayles' decisions will produce the desired results. For
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example, in some cases derivative and other investment techniques may be
unavailable or Loomis Sayles may determine not to use them, even under market
conditions where their use could have benefited the Fund.

CREDIT RISK

This is the risk that the issuer or the guarantor of a fixed income security, or
the counterparty to an over-the-counter transaction, will be unable or unwilling
to make timely payments of interest or principal or to otherwise honor its
obligations. The Fund may be subject to credit risk to the extent that it
invests in fixed income securities or over-the-counter transactions.

LOOMIS SAYLES FUNDS 5
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EXPENSES OF THE FUND

The following tables present the expenses that you would pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

The following redemption fee applies to the Fund.

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<CAPTION>
Redemption Fee Imposed on
Fund Shares of the Fund Redeemed
within One Year of Purchase
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- ----------------------------------------------------------------
Loomis Sayles Emerging
Markets Fund 2.00%
- ----------------------------------------------------------------
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The redemption fee described in the above table applies only to shares of the
Fund that are redeemed within one year of purchase. Loomis Sayles may, in its
discretion, waive this redemption fee if Loomis Sayles determines that minimal
brokerage and transaction costs are incurred in connection with the redemption.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
Fee
Distribution Total Annual Waiver/
Management and Service Other Fund Operating Reimburse- Net
Fund/Class Fees (12b-1) Fees Expenses* Expenses ment** Expenses**
<S> <C> <C> <C> <C> <C> <C>
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Loomis Sayles Emerging
Markets Fund
Institutional Class 1.25% none 2.00% 3.25% 1.00% 2.25%
Retail Class 1.25% .25% 2.00% 3.50% 1.00% 2.50%
- -------------------------------------------------------------------------------------------------------------------------------
* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.
** REFLECTS LOOMIS SAYLES' CONTRACTUAL OBLIGATION TO LIMIT THE FUND'S EXPENSES THROUGH FEBRUARY 1, 2001.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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EXAMPLE

The following example translates the "Total Annual Fund Operating Expenses"
column shown in the preceding table into dollar amounts. This example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other mutual funds.

This example makes certain assumptions. It assumes that you invest $10,000 in
the Fund for the time periods shown and then either (1) redeem all your shares
or (2) do not redeem any of your shares at the end of those periods. This
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Please remember that this example is
hypothetical, so that your actual costs and returns may be higher or lower.

<TABLE>
<CAPTION>
Fund/Class 1 year* 3 years*
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Loomis Sayles Emerging Markets Fund
Institutional Class (with redemption) $428 $908
Institutional Class (without redemption) $228 $908
Retail Class (with redemption) $453 $981
Retail Class (without redemption) $253 $981
- ---------------------------------------------------------------------
* EXPENSES SHOWN INCLUDE THE FEE WAIVER/REIMBURSEMENT FOR THE FIRST
YEAR OF EACH PERIOD.
</TABLE>

LOOMIS SAYLES FUNDS 7
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MORE INFORMATION ABOUT THE FUND'S INVESTMENTS AND RISK CONSIDERATIONS

This section provides more information on the Fund's investments and risk
considerations. Except for the Fund's investment objective, and any investment
policies that are identified as "fundamental," all of the investment policies
and strategies of the Fund may be changed without a vote of the Fund's
shareholders.

The Fund may use any of the investment strategies described in this section.
Some of these investment strategies are principal investment strategies for the
Fund, while others are secondary investment strategies for the Fund.

TEMPORARY DEFENSIVE STRATEGIES

For temporary defensive purposes, the Fund may invest any portion of its assets
in cash or in any securities Loomis Sayles deems appropriate. Although Loomis
Sayles has the option to use these defensive strategies, Loomis Sayles may
choose not to use them for a variety of reasons, even in very volatile market
conditions. The Fund may miss certain investment opportunities if it uses
defensive strategies and thus may not achieve its investment objective.

PORTFOLIO TURNOVER

Portfolio turnover considerations will not limit Loomis Sayles' investment
discretion in managing the assets of the Fund. The Fund anticipates that its
portfolio turnover rate will vary significantly from time to time depending upon
the volatility of economic and market conditions. High portfolio turnover may
generate higher costs and higher levels of taxable gains, both of which may hurt
the performance of your investment.

COMMON STOCKS AND OTHER EQUITY SECURITIES

Common stocks and their equivalents, together called "equity securities," are
generally volatile and more risky than some other forms of investment. Equity
securities of companies with relatively small market capitalizations may be more
volatile than the securities of larger, more established companies and than the
broad equity market indices.

GROWTH STOCKS

Stocks of companies that Loomis Sayles believes have earnings that will grow
faster than the economy as a whole are known as growth stocks. The Fund
generally invests a significant portion of its assets in growth stocks.
Growth stocks typically trade at higher multiples of current earnings than
other stocks. As a result, the values of growth stocks may be more sensitive
to changes in current or expected earnings than the values of other stocks.
If Loomis Sayles' assessment of the prospects for a company's earnings
growth is
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wrong, or if its judgment of how other investors will value the company's
earnings growth is wrong, then the price of that company's stock may fall or
may not approach the value that Loomis Sayles has placed on it.

VALUE STOCKS

Stocks of companies that are not expected to experience significant earnings
growth, but whose stocks Loomis Sayles believes are undervalued compared to
their true worth, are known as value stocks. The Fund also may invest in
value stocks. These companies may have experienced adverse business
developments or may be subject to special risks that have caused their
stocks to be out of favor. If Loomis Sayles' assessment of a company's
prospects is wrong, or if other investors do not eventually recognize the
value of the company, then the price of the company's stock may fall or may
not approach the value that Loomis Sayles has placed on it.

FOREIGN SECURITIES

Securities of issuers organized or headquartered outside the United States are
foreign securities. The Fund may invest any portion of its assets in foreign
securities.

Foreign securities may present risks not associated with investments in
comparable securities of U.S. issuers. There may be less information publicly
available about a foreign corporate or governmental issuer than about a U.S.
issuer, and foreign corporate issuers are generally not subject to accounting,
auditing, and financial reporting standards and practices comparable to those in
the United States. The securities of some foreign issuers are less liquid and at
times more volatile than securities of comparable U.S. issuers. Foreign
brokerage commissions and securities custody costs are often higher than in the
United States. With respect to certain foreign countries, there is a possibility
of governmental expropriation of assets, confiscatory taxation, political or
financial instability, and diplomatic developments that could affect the value
of investments in those countries. The 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.

The 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

LOOMIS SAYLES FUNDS 9
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distribution to shareholders of the Fund may be affected by changes in currency
exchange rates, exchange control regulations, or foreign withholding taxes.
Changes in the value relative to the U.S. dollar of a foreign currency in which
the 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 the 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 foreign currency required to be
converted into U.S. dollars will be greater than the equivalent amount in
foreign currency of the expenses at the time they were incurred.

In determining whether to invest assets of the 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 the Fund's net income available for
distribution to shareholders.

FOREIGN CURRENCY HEDGING TRANSACTIONS

Foreign currency hedging transactions are an effort to protect the value of
specific portfolio positions or to anticipate 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 the 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, the Fund might
purchase or sell a foreign currency on a spot (that is, cash) basis at the
prevailing spot rate. If conditions warrant, the Fund may also enter into
private contracts to purchase or sell foreign currencies at a future date
("forward contracts"). The Fund 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 Fund may not be able to dispose of
over-the-counter options readily.

Foreign currency transactions involve costs and may result in losses.

OPTIONS AND FUTURES TRANSACTIONS

Options and futures transactions involve the Fund buying, selling, or writing
options (or buying or selling futures contracts) on securities, securities
indices, or currencies. The Fund may engage in these transactions either to
enhance investment return or to hedge against changes in the value of other
assets that the
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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
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 is less
than the price of the offsetting purchase, the Fund will realize a 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 liquid assets in amounts
sufficient at all times to satisfy its obligations under options and futures
contracts.

The successful use of options and futures will usually depend on Loomis Sayles'
ability to forecast stock market, currency, or other financial market movements
correctly. 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

LOOMIS SAYLES FUNDS 11
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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.

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

SECURITIES LENDING

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

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

RULE 144A SECURITIES

WHEN-ISSUED SECURITIES

A "when-issued" security involves the Fund entering into a commitment to buy a
security before the security has been issued. The Fund's payment obligation and
the interest rate on the security are determined when the Fund enters into the
commitment. The security is typically delivered to the Fund 15 to 120 days
later. No interest accrues on the security between the time the Fund enters into
the commitment and the time the security is delivered. If the value of the
security being purchased falls between the time a Fund commits to buy it and the
payment date, the Fund may sustain a loss. The risk of this loss is in addition
to the Fund's
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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 segregate liquid assets at its custodian bank in
an amount sufficient to satisfy these obligations.

REPURCHASE AGREEMENTS

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

SWAP TRANSACTIONS

The 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, to manage duration, 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 the 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 segregate liquid assets at its custodian bank in an
amount sufficient 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 counterparty defaults on
its obligations.

CLOSED-END INVESTMENT COMPANIES

A closed-end investment company is a fund that does not redeem its shares on a
daily basis. As a result, an investment in a closed-end investment company may
be less liquid than an investment that can be sold any time the Fund decides to
sell. Since the value of a closed-end investment company is based on the value
of the individual securities it holds, a closed-end investment company's value
will fall if the value of its underlying securities declines. As a shareholder
in a closed-end investment company, the Fund will bear its ratable share of the
investment company's expenses, including management fees, and will remain
subject to the investment company's advisory and administration fees with
respect to the assets so invested.

LOOMIS SAYLES FUNDS 13
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MANAGEMENT

INVESTMENT ADVISER

The Board of Trustees of Loomis Sayles Funds oversees the Fund and supervises
the Fund's investment adviser, Loomis, Sayles & Company, L.P. ("Loomis Sayles"),
which is located at One Financial Center, Boston, Massachusetts.

Loomis Sayles was founded in 1926 and is one of the country's oldest and largest
investment firms. Loomis Sayles is responsible for making investment decisions
for the Fund and for managing the Fund's other affairs and business, including
providing executive and other personnel for the management of the Fund.

As previously described in the "Expenses of the Fund" section, the Fund pays
Loomis Sayles a monthly investment advisory fee, also known as a management fee,
at the annual rate of 1.25% of its average net assets for these services.

Certain expenses incurred by the Fund would be higher if not for Loomis Sayles'
contractual obligation to limit the Fund's expenses through February 1, 2001.

PORTFOLIO MANAGERS

Alex Muromcew, John Tribolet, and Eswar Menon, Vice Presidents of Loomis Sayles
and of Loomis Sayles Funds, have served as portfolio managers of the Fund since
its inception in 1999. Prior to joining Loomis Sayles in 1999, Mr. Muromcew was
a portfolio manager at Nicholas Applegate Capital Management since 1996. From
1993 to 1996, he was an investment analyst with Teton Partners L.P. Prior to
joining Loomis Sayles in 1999, Mr. Tribolet was a portfolio manager at Nicholas
Applegate Capital Management since 1997. From 1995 to 1997, he was a full-time
MBA student at the University of Chicago. Prior to 1995, he spent three years as
an investment banker, most recently at PaineWebber Inc. Prior to joining Loomis
Sayles in 1999, Mr. Menon was a portfolio manager at Nicholas Applegate Capital
Management since 1995. From 1990 to 1995, he was employed as an equity analyst
by Koaneman Management and as a senior engineer by Integrated Device Technology.

DISTRIBUTION PLAN AND OTHER FEES

For the Retail Class of the Fund, the Fund has adopted a distribution plan under
Rule 12b-1 of the Investment Company Act of 1940 that allows the Fund to pay
fees for the sale and distribution of Retail Class shares and for services
provided to shareholders. This 12b-1 fee currently is .25% of the Fund's average
daily net assets attributable to its Retail Class shares. Because these 12b-1
fees are paid out of the Fund's assets on an ongoing basis, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges.

Loomis Sayles may pay certain broker-dealers and financial intermediaries whose
customers are existing shareholders of the Fund a continuing fee at an annual
rate of up to .25% of the value of either Class of Fund shares held for those
customers' accounts, although this continuing fee is paid by Loomis Sayles out
of its own assets and is not assessed against the Fund.

<PAGE>
GENERAL INFORMATION

PRICING

The price of the Fund's shares is based on its net asset value ("NAV"). The NAV
per share of the Fund equals the total value of its assets, less its
liabilities, divided by the number of outstanding shares. Shares are valued as
of the close of regular trading on the New York Stock Exchange on each day the
Exchange is open for trading.

The Fund values its investments for which market quotations are readily
available at market value. The Fund values short-term investments that will
mature within 60 days at amortized cost, which approximates market value. The
Fund values all other investments and assets at fair value.

The Fund translates prices for its investments quoted in foreign currencies into
U.S. dollars at current exchange rates. As a result, changes in the value of
those currencies in relation to the U.S. dollar may affect the Fund's NAV.
Because foreign markets may be open at different times than the New York Stock
Exchange, the value of the Fund's shares may change on days when shareholders
are not able to buy or sell shares. If events materially affecting the values of
the Fund's foreign investments occur between the close of foreign markets and
the close of regular trading on the New York Stock Exchange, these foreign
investments may be valued at their fair value.

HOW TO PURCHASE SHARES

You can buy shares of the Fund in the following way:

- - BY MAIL You can mail a completed application form, which is available by
calling Boston Financial Data Services at 800-626-9390 along with a check
payable to State Street Bank and Trust Company for the amount of your purchase
to:

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

- - THROUGH A FINANCIAL ADVISER Your financial adviser will be responsible for
furnishing all necessary documents to Loomis Sayles or Boston Financial Data
Services. Your financial adviser may charge you for his or her services.

- - THROUGH SYSTEMATIC INVESTING You can make regular investments of $50 or more
per month through automatic deductions from your bank checking or savings
account. Application forms are available through your financial adviser or by
calling Loomis Sayles at 800-626-9390.

- - THROUGH A BROKER-DEALER You may purchase shares of the Fund through a
broker-dealer that has been approved by Loomis Sayles Distributors, L.P.,
which can be contacted at One Financial Center, Boston, MA 02111
(800-633-3330).

LOOMIS SAYLES FUNDS 15
<PAGE>

The Fund sells its shares at the NAV next calculated after Boston Financial Data
Services receives a properly completed investment order. Boston Financial Data
Services generally must receive your properly completed order before the close
of regular trading on the New York Stock Exchange for your shares to be bought
or sold at the Fund's NAV on that day.

Shares of the Fund may be purchased by (1) cash, (2) exchanging shares of the
same Class of any other Fund, provided the value of the shares exchanged meets
the investment minimum of that Fund, (3) exchanging securities acceptable to
Loomis Sayles, or (4) a combination of such methods. The exchange of securities
for shares of the Fund is subject to various restrictions, as described in the
Statement of Additional Information.

All purchases made by check should be in U.S. dollars and made payable to State
Street Bank and Trust Company. The Fund will not accept checks made payable to
anyone other than State Street Bank and Trust Company (including checks made
payable to you) or starter checks. When you make an investment by check or by
periodic account investment, to ensure that your investment has cleared, you
will not be permitted to redeem that investment until it has been in your
account for 15 days.

After your account has been established, you may send subsequent investments
directly to Boston Financial Data Services at the above address. Please include
either the account identification slip detached from your account statement or a
note containing the Fund's name, your account number and your name, address,
telephone number, and social security number.

You also may wire subsequent investments to the Fund by using the following wire
instructions:

State Street Bank and Trust Company
Boston, MA 02101
ABA No. 011000028
DDA 9904-622-9
(Your account number)
Attn: Custody and Shareholder Services
Loomis Sayles Emerging Markets Fund

Your bank may charge a fee for transmitting funds by wire.

The Fund may periodically close to new purchases of shares or refuse any order
to buy shares if the Fund determines that doing so would be in the best
interests of the Fund and its shareholders.

The Fund's shares may be purchased by all types of tax-deferred retirement
plans. If you wish to open an individual retirement account (IRA) with the Fund,
Loomis Sayles has retirement plan forms available.

The minimum initial investment for the Fund generally is $250,000 for
Institutional Class shares and $5,000 for Retail Class shares. Loomis Sayles
Funds may waive these minimums in its sole discretion.

<PAGE>
Each subsequent investment must be at least $50.

HOW TO REDEEM SHARES

You can redeem shares of the Fund any day the New York Stock Exchange is open,
either through your financial adviser or directly from the Fund. If you are
redeeming shares that you purchased within the past 15 days by check or by
periodic account investment, your redemption will be delayed until your payment
for the shares clears.

Your redemptions generally will be sent to you via first class mail on the
business day after your request is received. Under unusual circumstances, the
Fund may suspend redemptions or postpone payment for more than seven days.
Although most redemptions are made in cash, as described in the Statement of
Additional Information, the Fund reserves the right to redeem shares in kind.

REDEMPTIONS THROUGH YOUR FINANCIAL ADVISER Your adviser must receive your
request in proper form before the close of regular trading on the New York Stock
Exchange for you to receive that day's NAV. Your adviser will be responsible for
furnishing all necessary documents to Loomis Sayles on a timely basis and may
charge you for his or her services.

REDEMPTIONS FROM THE FUND Boston Financial Data Services must receive your
redemption request in proper form before the close of regular trading on the New
York Stock Exchange in order for you to receive that day's NAV.

You may make redemptions from the Fund either by mail or by telephone.

- - BY MAIL Send a signed letter of instruction that includes the name of the
Fund, the exact name(s) in which the shares are registered, any special
capacity in which you are signing (such as trustee or custodian or on behalf
of a partnership, corporation, or other entity), your address, telephone
number, account number, social security number, and the number of shares or
dollar amount to be redeemed to the following address:

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

If you have certificates for the shares you want to sell, you must include
them along with completed stock power forms.

- - BY TELEPHONE You may redeem shares by calling Boston Financial Data Services
at 800-626-9390. Proceeds from telephone redemption requests can be wired to
your bank account or sent by check in the name of the registered owner(s) to
the record address.

Before Boston Financial Data Services can wire redemption proceeds to your
bank account, you must provide specific wire instructions to Boston Financial

LOOMIS SAYLES FUNDS 17
<PAGE>

Data Services at the time you open your account or make any subsequent
investments. A wire fee (currently $5) will be deducted from the proceeds of
each wire.

A telephone redemption request must be received by Boston Financial Data
Services prior to the close of regular trading on the New York Stock Exchange.
If you telephone a redemption request after the Exchange closes or on a day
when the Exchange is not open for business, Boston Financial Data Services
cannot accept the request, and you must make a new redemption request during
regular trading on the Exchange.

The maximum value of shares that you may redeem by telephone is $50,000. For
your protection, telephone redemption requests will not be permitted if Boston
Financial Data Services or the Fund has been notified of an address change for
your account within the preceding 30 days. Unless you indicate otherwise on
your account application, Boston Financial Data Services will be authorized to
accept redemption and transfer instructions by telephone. If you prefer, you
can decline telephone redemption and transfer privileges.

The telephone redemption privilege may be modified or terminated by the Fund
without notice. Certain of the telephone redemption procedures may be waived
for holders of Institutional Class shares.

SYSTEMATIC WITHDRAWAL PLAN If the value of your account is $25,000 or more, you
can have periodic redemptions automatically paid to you or to someone you
designate. Please call 800-626-9390 for more information or to set up a
systematic withdrawal plan.

SIGNATURE GUARANTEE You must have your signature guaranteed by a bank, broker-
dealer, or other financial institution that can issue a signature guarantee for
the following types of redemptions:
- - If you are redeeming shares worth more than $50,000.
- - If you are requesting that the proceeds check be made out to someone other
than the registered owner(s) or sent to an address other than the record
address.
- - If the account registration has changed within the past 30 days.
- - If you are instructing us to wire the proceeds to a bank account not
designated on the application.

Please note that a notary public cannot provide a signature guarantee. This
guaranteed signature requirement may be waived by Loomis Sayles in certain
cases.

PLEASE REMEMBER THAT A 2.00% REDEMPTION FEE APPLIES TO SHARES OF THE FUND THAT
ARE REDEEMED WITHIN ONE YEAR OF PURCHASE. LOOMIS SAYLES MAY, IN ITS DISCRETION,
WAIVE THIS REDEMPTION FEE IF LOOMIS SAYLES DETERMINES THAT MINIMAL BROKERAGE AND
TRANSACTION COSTS ARE INCURRED IN CONNECTION WITH THE REDEMPTION.

REDEMPTION BY THE FUND If you own fewer shares than the minimum set by the
Trustees, the Fund may redeem your shares and send you the proceeds.
<PAGE>

HOW TO EXCHANGE SHARES

You may exchange shares of the Fund for shares of the same Class of any other
Fund in the Loomis Sayles Funds series that offers that Class of shares or for
shares of certain money market funds advised by Nvest Funds Management, L.P., an
affiliate of Loomis Sayles.

The value of Fund shares that you wish to exchange must meet the investment
minimum of the new fund. Exchanges into the Loomis Sayles High Yield Fund must
be specially approved by Loomis Sayles. Please call 800-633-3330 (option 6)
prior to requesting this transaction.

You may make an exchange by sending a signed letter of instruction or by
telephone unless you have elected on your account application to decline
telephone exchange privileges.

Since excessive exchange activity may interfere with portfolio management and
may have an adverse effect on other shareholders of the Fund, the exchange
privilege should not be viewed as a means for taking advantage of short-term
swings in the market. The Fund reserves the right to terminate or limit your
exchange privilege if you make more than four exchanges in a calendar year. The
Fund may terminate the exchange privilege upon 60 days' notice to shareholders.

PLEASE REMEMBER THAT A 2.00% REDEMPTION FEE APPLIES TO SHARES OF THE FUND THAT
ARE REDEEMED OR EXCHANGED WITHIN ONE YEAR OF PURCHASE. LOOMIS SAYLES MAY, IN ITS
DISCRETION, WAIVE THIS REDEMPTION FEE IF LOOMIS SAYLES DETERMINES THAT MINIMAL
BROKERAGE AND TRANSACTION COSTS ARE INCURRED IN CONNECTION WITH THE REDEMPTION.

Please remember that an exchange may be a taxable event for federal and/or state
income tax purposes, so that you may realize a gain or loss that is subject to
income tax.

DIVIDENDS AND DISTRIBUTIONS

The Fund declares and pays its net investment income to shareholders as
dividends annually. The Fund also distributes all of its net capital gains
realized from the sale of portfolio securities. The Fund typically will make
capital gain distributions annually, but the Fund may make more frequent capital
gain distributions.

You may choose to:
- - Reinvest all distributions in additional shares.
- - Receive all distributions in cash.

If you do not select an option when you open your account, all distributions
will be reinvested.

LOOMIS SAYLES FUNDS 19
<PAGE>
TAX CONSEQUENCES

For federal income tax purposes, distributions of investment income from the
Fund are taxable as ordinary income. Taxes on distributions of capital gains are
determined by how long the Fund owned the investments that generated the capital
gains, rather than by how long you have owned your shares of the Fund.
Distributions of short-term capital gains, which result from the sale of
securities that the Fund had held for one year or less, are taxable as ordinary
income. Properly designated distributions of long-term capital gains, which
result from the sale of securities that the Fund had held for more than one
year, are taxable as long-term capital gains (generally at a 20% federal income
tax rate for noncorporate shareholders).

Distributions of income and capital gains are taxable whether you receive them
in cash or reinvest them in additional shares. If a dividend or distribution is
made shortly after you purchase shares of the Fund, while in effect a return of
capital to you, the dividend or distribution is taxable, as described above.
This is called "buying a dividend" and should be avoided, if possible.

The Fund's investment in foreign securities may be subject to foreign
withholding taxes, which would decrease the Fund's yield on these securities.
Shareholders may be entitled to claim a credit or deduction with respect to
foreign taxes. In addition, the Fund's investment in foreign securities may
increase or accelerate the Fund's recognition of income and may affect the
timing or amount of the Fund's distributions.

In addition to income tax on the Fund's distributions, any gain that results if
you sell or exchange your shares generally is subject to income tax. You should
consult your tax adviser for more information on how an investment in the Fund
affects your own tax situation.
<PAGE>
FOR MORE INFORMATION ABOUT THE FUND:

The Fund's statement of additional information (SAI) provides additional
information about the Fund. The SAI is incorporated by reference into this
Prospectus, which means that it is part of this Prospectus for legal purposes.

You may get free copies of the SAI, request other information about the Fund and
other Loomis Sayles Funds, or make shareholder inquiries by contacting your
financial adviser, by visiting the Loomis Sayles web site at
http://www.loomissayles.com, or by calling Loomis Sayles toll-free at
800-633-3330.

You may review and copy information about the Fund, including the SAI, at the
Securities and Exchange Commission's Public Reference Room in Washington, DC.
You may call the Commission at 202-942-8090 for information about the operation
of the Public Reference Room. You also may access reports and other information
about the Fund on the EDGAR Database on the Commission's web site at
http://www.sec.gov. You may obtain these reports and other information about the
Fund, with payment of a duplicating fee, by writing the Public Reference Section
of the Commission, Washington, DC 20549-0102, or via e-mail
([email protected]). You may need to refer to the Fund's file number, which is
listed at the bottom of this page.

Loomis Sayles Funds
One Financial Center
Boston, MA 02111
800-633-3330
www.loomissayles.com

File No. 811-6241
<PAGE>

EMERGING MARKETS FUND
Loomis Sayles Funds
One Financial Center
Boston, MA 02111
800-633-3330
www.loomissayles.com

<PAGE>
[LOGO]

STATEMENT OF ADDITIONAL
INFORMATION

FEBRUARY 1, 2000, AS REVISED MAY 9, 2000

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 FEBRUARY 1, 2000, 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.

LOOMIS SAYLES FUNDS

- Loomis Sayles Aggressive Growth Fund

- Loomis Sayles Bond Fund

- Loomis Sayles Core Value Fund

- Loomis Sayles Emerging Markets Fund

- Loomis Sayles Global Bond Fund

- Loomis Sayles Global Technology Fund

- Loomis Sayles Growth Fund

- Loomis Sayles High Yield Fund

- Loomis Sayles Intermediate Maturity Bond Fund

- Loomis Sayles International Equity Fund

- Loomis Sayles Investment Grade Bond Fund

- Loomis Sayles Mid-Cap Value Fund

- Loomis Sayles Municipal Bond Fund

- Loomis Sayles Short-Term Bond Fund

- Loomis Sayles Small Cap Growth Fund

- Loomis Sayles Small Cap Value Fund

- Loomis Sayles U.S. Government Securities Fund

- Loomis Sayles Worldwide Fund
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
THE TRUST................................................... 3

INVESTMENT STRATEGIES AND RISKS............................. 3

Investment Restrictions................................. 3

Investment Strategies................................... 6

U.S. Government Securities.............................. 6

When-Issued Securities.................................. 7

Zero Coupon Bonds....................................... 7

Repurchase Agreements................................... 8

Real Estate Investment Trusts........................... 8

Rule 144A Securities.................................... 8

Tax-Exempt Fixed Income Securities...................... 8

Foreign Currency Transactions........................... 10

Options................................................. 10

Small Companies......................................... 12

Private Placements...................................... 12

Closed-end Investment Companies and Unit Investment
Trusts................................................. 12

MANAGEMENT OF THE TRUST..................................... 13

PRINCIPAL HOLDERS........................................... 17

INVESTMENT ADVISORY AND OTHER SERVICES...................... 24

PORTFOLIO TRANSACTIONS AND BROKERAGE........................ 29

DESCRIPTION OF THE TRUST.................................... 31

Voting Rights........................................... 32

Shareholder and Trustee Liability....................... 33

How to Buy Shares....................................... 33

Net Asset Value......................................... 33

SHAREHOLDER SERVICES........................................ 34

Open Accounts........................................... 34

Systematic Withdrawal Plan.............................. 34

Exchange Privilege...................................... 35

IRAs.................................................... 35

Redemptions............................................. 35

INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX
STATUS.................................................... 36

FINANCIAL STATEMENTS........................................ 39

CALCULATION OF YIELD AND TOTAL RETURN....................... 39

PERFORMANCE COMPARISONS..................................... 40

PERFORMANCE DATA............................................ 43

APPENDIX A--PUBLICATIONS AND OUTLETS THAT MAY CONTAIN FUND
INFORMATION............................................... 48

APPENDIX B--ADVERTISING AND PROMOTIONAL LITERATURE.......... 50
</TABLE>

2
<PAGE>
THE TRUST

Loomis Sayles Funds (the "Trust") is a diversified, registered, open-end
management investment company. The Trust includes 19 series (collectively, the
"Funds," with each series being known as a "Fund"). The Trust was organized as a
Massachusetts business trust on February 20, 1991.

Shares of the Funds 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 generally does not
hold shareholder meetings and expects to do so only when required by law.
Shareholders may call meetings to consider removal of the Trust's trustees.

INVESTMENT STRATEGIES AND RISKS

The investment objective and principal investment strategies of each Fund
are described in the Prospectus. The investment policies of each Fund set forth
in the Prospectus and in this Statement of Additional Information may be changed
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 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 present at a meeting at which more
than 50% of the outstanding shares are present or represented by proxy 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 Prospectus 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.

INVESTMENT RESTRICTIONS

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 indices, 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 Fund may lend its portfolio securities
to the extent permitted under the Investment Company Act of 1940, as amended
(the "1940 Act"). (For purposes of this investment restriction, neither (i)
entering into repurchase agreements nor (ii) purchasing debt obligations in
which a Fund may invest consistent with its investment policies is
considered the making of a loan.)

(5) With respect to 75% of its assets, purchase any security (other than
U.S. Government securities) if, as a result, more than 5% of the Fund's
assets (taken at current value) would then be invested in securities of a
single issuer. (For purposes of this restriction, the Loomis Sayles
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

3
<PAGE>
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 assets to secure borrowings permitted by restriction (9) below.
(For purposes 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 assets (taken at current value) would
be invested in any one industry (in the utilities 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 Loomis Sayles Municipal
Bond Fund are not subject to this restriction, since such issuers are not
members of any industry.

(9) Borrow money in excess of 20% of its net assets, nor borrow any
money except as a temporary measure for extraordinary or emergency purposes,
except that each of the Loomis Sayles Emerging Markets Fund, Loomis Sayles
Global Technology Fund, and Loomis Sayles International Equity Fund also may
borrow up to 10% of its net assets to facilitate settlement of purchase
transactions in markets that have shorter settlement periods than the
markets in which the Fund has sold securities and is awaiting the receipt of
settlement proceeds.

(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 & Company, L.P. ("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 enter into
currency forward contracts.

*(14) Issue senior securities. (For purposes 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.)

4
<PAGE>
(15) Certain Funds have other non-fundamental investment parameters, as
listed below.

LOOMIS SAYLES AGGRESSIVE GROWTH FUND

The Fund normally will invest at least 65% of its assets in equity
securities of companies with market capitalizations that fall within the
capitalization range of companies included in the Russell Mid-Cap Growth Index.

LOOMIS SAYLES BOND FUND

The Fund normally will invest at least 65% of its assets in fixed income
securities.

LOOMIS SAYLES EMERGING MARKETS FUND

The Fund normally will invest at least 65% of its assets in stocks or other
equity securities of issuers located in countries with emerging securities
markets.

LOOMIS SAYLES GLOBAL BOND FUND

The Fund normally will invest at least 65% of its assets in fixed income
securities of issuers from at least three countries, which may include the
United States, and no more than 40% of its assets in issuers headquartered in
any one country.

LOOMIS SAYLES GLOBAL TECHNOLOGY FUND

The Fund normally will invest at least 65% of its assets in equity
securities of technology companies located in the United States or abroad.

LOOMIS SAYLES HIGH YIELD FUND

The Fund normally will invest at least 65% of its assets in lower rated
fixed income securities ("junk bonds").

LOOMIS SAYLES INTERNATIONAL EQUITY FUND

The Fund normally will invest at least 65% of its assets in equity
securities of issuers from at least three countries outside the United States.

LOOMIS SAYLES INVESTMENT GRADE BOND FUND

The Fund normally will invest at least 65% of its assets in investment grade
fixed income securities.

LOOMIS SAYLES MID-CAP VALUE FUND

The Fund normally will invest at least 65% of its assets in equity
securities of companies with a market capitalization that falls within the
capitalization range of companies included in the Standard & Poor's Mid-Cap 400
Index.

LOOMIS SAYLES MUNICIPAL BOND FUND

The Fund normally will invest at least 65% of its assets in fixed income
securities.

LOOMIS SAYLES SHORT-TERM BOND FUND

The Fund normally will invest at least 65% of its assets in fixed income
securities with a remaining maturity of five years or less.

5
<PAGE>
LOOMIS SAYLES SMALL CAP GROWTH FUND

The Fund normally will invest at least 65% of its assets in equity
securities of companies with market capitalizations that fall within the
capitalization range of the Russell 2000 Index.

LOOMIS SAYLES SMALL CAP VALUE FUND

The Fund normally will invest at least 65% of its assets in equity
securities of companies with market capitalizations that fall within the
capitalization range of the Russell 2000 Index.

LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND

The Fund normally will invest at least 65% of its assets in U.S. Government
securities.

Each Fund intends, based on the views of the staff of the Securities and
Exchange Commission (the "SEC"), to restrict its 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.

INVESTMENT STRATEGIES

Except to the extent prohibited by a Fund's investment policies as set forth
in the Prospectus or in this Statement of Additional Information, the investment
strategies used by Loomis Sayles in managing each of the Funds may include
investments in the types of securities described below.

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--U.S. Treasury Bills are direct obligations of the U.S.
Treasury that 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
U.S. Government.

U.S. Treasury Notes and Bonds--U.S. Treasury Notes and Bonds are direct
obligations of the U.S. Treasury that are 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 U.S. Government.

"Ginnie Maes"--Ginnie Maes are debt securities issued by a mortgage banker
or other mortgagee that represent an interest in a pool of mortgages insured by
the Federal Housing Administration or the Farmer's Home 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 Funds) 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.

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"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 U.S. Government.

"Freddie Macs"--The Federal Home Loan Mortgage Corporation ("FHLMC") is a
corporate instrumentality of the U.S. 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 U.S. Government.

As described in the Prospectus, 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

When-issued securities are 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 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 liquid assets 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).

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 obligation. 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 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 of 1986, as amended (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.

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REPURCHASE AGREEMENTS

Under a repurchase agreement, a 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 Fund 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 U.S. 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.

REAL ESTATE INVESTMENT TRUSTS

REITs involve certain unique risks in addition to those risks associated
with investing in the real estate industry in general (such as possible declines
in the value of real estate, lack of availability of mortgage funds, or extended
vacancies of property). Equity REITs may be affected by changes in the value of
the underlying property owned by the REITs, while mortgage REITs may be affected
by the quality of any credit extended. REITs are dependent upon management
skills, are not diversified, and are subject to heavy cash flow dependency,
risks of default by borrowers, and self-liquidation. REITs are also subject to
the possibilities of failing to qualify for tax-free pass-through of income
under the Code and failing to maintain their exemptions from registration under
the 1940 Act.

Investment in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume, and may be subject
to more abrupt or erratic price movements than larger securities.

RULE 144A SECURITIES

Rule 144A securities 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 in the security.

TAX-EXEMPT FIXED INCOME SECURITIES

Tax-exempt fixed income securities 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
transportation, schools, streets, and water and sewer works. Other public
purposes for which tax-exempt fixed income securities may be issued include
refunding 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 fixed income securities if the interest paid thereon
is, in the opinion of bond counsel, exempt from federal income tax.

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<PAGE>
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 Loomis Sayles Municipal Bond Fund may
invest up to 20% of its net assets in private activity bonds.

The Loomis Sayles 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 fixed income securities 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 fixed income securities are usually directly related to the credit standing
of the corporate user of the facilities. Principal and interest on such fixed
income securities is the responsibility of the corporate user (and any
guarantor).

Prices and yields on tax-exempt fixed income securities 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 fixed income securities may not be as
extensive as that made available by corporations whose securities are publicly
traded.

Obligations of issuers of tax-exempt fixed income securities 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 fixed
income securities 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
fixed income securities or certain segments thereof, or materially affecting the
credit risk with respect to particular fixed income securities. Adverse
economic, business, legal, or political developments might affect all or a
substantial portion of a Fund's tax-exempt fixed income securities in the same
manner.

From time to time the Loomis Sayles Municipal Bond Fund may have less than
80% of its net assets invested in tax-exempt fixed income securities (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 from sales of Fund shares. The ability of
the Fund to invest in securities other than tax-exempt fixed income securities
is limited by a requirement of the Code that at least 50% of the Fund's assets
be invested in tax-exempt securities at the end of each calendar quarter in
order to pass through to shareholders the tax-exempt interest earned by the
Fund. See "Income Dividends, Capital Gain Distributions and Tax Status."

The Loomis Sayles 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

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<PAGE>
Fund may also sell tax-exempt fixed income securities 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 fixed income
securities typically has been less liquid than that for taxable debt securities,
and this may affect the Fund's ability to sell particular tax-exempt fixed
income securities, especially in periods when other investors are attempting to
sell the same securities.

FOREIGN CURRENCY TRANSACTIONS

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 U.S. 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.

Each Fund, in conjunction with its transactions in forward contracts,
options, and futures, will maintain in a segregated account with its custodian
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.

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;

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<PAGE>
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. A 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 that
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, a 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 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.

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<PAGE>
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 market capitalizations 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
capitalizations or market averages in general. The net asset values of funds
that invest in companies with smaller capitalizations therefore may fluctuate
more widely than market averages.

PRIVATE PLACEMENTS

The Funds may invest in securities that are purchased in private placements
and, accordingly, are subject to restrictions on resale as a matter of contract
or under federal securities laws. Because there may be relatively few potential
purchasers for these securities, especially under adverse market or economic
conditions or in the event of adverse changes in the financial condition of the
issuer, a Fund could find it more difficult to sell the securities when Loomis
Sayles believes that it is advisable to do so or may be able to sell the
securities only at prices lower than if the securities were more widely held. At
times, it also may be more difficult to determine the fair value of the
securities for purposes of computing a Fund's net asset value.

While private placements may offer opportunities for investment that are not
otherwise available on the open market, the securities so purchased are often
"restricted securities," which are securities that cannot be sold to the public
without registration under the Securities Act of 1933, as amended (the
"Securities Act") or the availability of an exemption from registration (such as
Rule 144 or Rule 144A under the Securities Act), or that are not readily
marketable because they are subject to other legal or contractual delays or
restrictions on resale.

The absence of a trading market can make it difficult to ascertain a market
value for illiquid investments such as private placements. Disposing of illiquid
investments may involve time-consuming negotiation and legal expenses, and it
may be difficult or impossible for a Fund to sell them promptly at an acceptable
price. A Fund may have to bear the extra expense of registering the securities
for resale and the risk of substantial delay in effecting the registration. In
addition, market quotations typically are less readily available for these
securities. The judgment of Loomis Sayles may at times play a greater role in
valuing these securities than in the case of unrestricted securities.

Generally speaking, restricted securities may be sold only to qualified
institutional buyers, in a privately negotiated transaction to a limited number
of purchasers, in limited quantities after they have been held for a specified
period of time and other conditions are met pursuant to an exemption from
registration, or in a public offering for which a registration statement is in
effect under the Securities Act. A Fund may be deemed to be an underwriter for
purposes of the Securities Act when selling restricted securities to the public
so that the Fund may be liable to purchasers of the securities if the
registration statement prepared by the issuer, or the prospectus forming a part
of the registration statement, is materially inaccurate or misleading.

CLOSED-END INVESTMENT COMPANIES AND UNIT INVESTMENT TRUSTS

A closed-end investment company is an investment company that does not
redeem its shares on a daily basis. As a result, an investment in a closed-end
investment company may be illiquid (hard to sell). A

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<PAGE>
unit investment trust ("UIT") is an investment company that does not have a
board of directors and that issues redeemable securities. Since the value of a
closed-end investment company or UIT is based on the value of the individual
securities it holds, that value will fall if the value of its underlying
securities declines. As a shareholder in a closed-end investment company or UIT,
a Fund will bear its ratable share of the investment company's expenses,
including management fees, and the Fund's shareholders will bear such expenses
indirectly, in addition to similar expenses of the Fund.

MANAGEMENT OF THE TRUST

The trustees of the Trust supervise the affairs of the Trust and have the
other responsibilities assigned to them by the laws of The Commonwealth of
Massachusetts. The trustees and officers of the Trust, their ages, and their
principal occupations during the past five years are as follows:

JOSEPH ALAIMO (69)--Trustee. 727 N. Bank Lane, Lake Forest, Illinois.
President, Wintrust Asset Management Company.

PAUL G. CHENAULT (66)--Trustee. 6546 Neville Court, Mason, Ohio 45040.
Retired; Trustee of Variable Investors Series Trust. From August 1997 to
September 1997, Vice President of Loomis Sayles and prior to October 1995,
Senior Vice President and Chief Investment Officer, XL Capital Ltd., Hamilton,
Bermuda.

RICHARD S. HOLWAY (73)--Trustee. 1314 Seaspray Lane, Sanibel, Florida.
Retired. Formerly Senior Vice President, Loomis Sayles. Director, Sandwich
Cooperative Bank.

MICHAEL T. MURRAY (69)--Trustee. 404 N. Western Ave., Lake Forest, Illinois.
Retired. Formerly Vice President, Loomis Sayles.

DANIEL J. FUSS(1) (66)--President and Trustee. Vice Chairman and Director,
Loomis Sayles.

ROBERT J. BLANDING (52)--Executive Vice President. 555 California Street,
San Francisco, California. President, Chairman, Director, and Chief Executive
Officer, Loomis Sayles.

MARK W. HOLLAND (50)--Treasurer. Vice President and Director, Loomis Sayles.

SHEILA M. BARRY (54)--Secretary and Compliance Officer. Assistant General
Counsel and Vice President, Loomis Sayles. Formerly, Senior Counsel and Vice
President, New England Funds, L.P.

DAWN M. ALSTON-PAIGE (35)--Vice President. 1533 N. Woodward, Bloomfield
Hills, Michigan. Vice President, Loomis Sayles.

MARK BARIBEAU (40)--Vice President. Vice President, Loomis Sayles.

JAMES C. CARROLL (49)--Vice President. 1533 N. Woodward, Bloomfield Hills,
Michigan. Vice President, Loomis Sayles. Formerly Managing Director and Senior
Energy Analyst at Paine Webber, Inc.

PAMELA N. CZEKANSKI (41)--Vice President. Vice President, Loomis Sayles.

E. JOHN DEBEER (61)--Vice President. Vice President, Loomis Sayles.

WILLIAM H. EIGEN, JR. (62)--Vice President. Vice President, Loomis Sayles.
Formerly Vice President, INVESCO Funds Group and Vice President, The Travelers
Corp.

CHRISTOPHER R. ELY (44)--Vice President. Vice President and Director, Loomis
Sayles. Formerly Senior Vice President and Portfolio Manager, Keystone
Investment Management Company, Inc.

QUENTIN P. FAULKNER (60)--Vice President. Vice President, Loomis Sayles.

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

(1) Trustee deemed an "interested person" of the Trust, as defined by the 1940
Act.

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<PAGE>
PHILIP C. FINE (50)--Vice President. Vice President, Loomis Sayles. Formerly
Vice President and Portfolio Manager, Keystone Investment Management Company,
Inc.

KATHLEEN C. GAFFNEY (38)--Vice President. Vice President, Loomis Sayles.

JOSEPH R. GATZ (38)--Vice President. Vice President, Loomis Sayles.
Formerly, Portfolio Manager, Bank One Investment Advisers Corporation.

ISAAC GREEN (38)--Vice President. 1533 N. Woodward, Bloomfield Hills,
Michigan. Executive Vice President and Director, Loomis Sayles.

DEAN GULIS (44)--Vice President. Vice President, Loomis Sayles. Formerly,
Principal and Director of Research at Roney & Company.

MARTHA F. HODGMAN (48)--Vice President. Vice President, Loomis Sayles.

JOHN HYLL (45)--Vice President. 555 California Street, San Francisco,
California.

JEFFREY L. MEADE (49)--Vice President. Executive Vice President, Chief
Operating Officer and Director, Loomis Sayles.

ESWAR MENON (35)--Vice President. 555 California Street, San Francisco,
California. Vice President, Loomis Sayles. Formerly Portfolio Manager at
Nicholas Applegate Capital Management, Equity Analyst at Koaneman Capital
Management, and Senior Engineer at Integrated Device Technology.

ALEX MUROMCEW (36)--Vice President. 555 California Street, San Francisco,
California. Vice President, Loomis Sayles. Formerly Portfolio Manager at
Nicholas Applegate Capital Management and Investment Analyst at Teton Partners,
L.P.

KENT P. NEWMARK (61)--Vice President. 555 California Street, San Francisco,
California. Vice President, Managing Partner and Director, Loomis Sayles.

BRUCE G. PICARD, JR. (30)--Vice President. Vice President, Loomis Sayles.

LAUREN B. PITALIS (39)--Vice President. Vice President, Loomis Sayles.
Formerly Vice President and Assistant Secretary, Harris Associates Investment
Trust.

RICHARD D. SKAGGS (44)--Vice President. Vice President, Loomis Sayles.

DAVID L. SMITH (46)--Vice President. Vice President, Loomis Sayles. Formerly
Vice President and Portfolio Manager, Keystone Investment Management Company,
Inc.

SANDRA P. TICHENOR (50)--Vice President. 555 California Street, San
Francisco, California. General Counsel, Executive Vice President, Secretary,
Clerk and Director, Loomis Sayles. Formerly Partner, Heller, Ehrman, White &
McAuliffe.

JOHN TRIBOLET (29)--Vice President. 555 California Street, San Francisco,
California. Vice President, Loomis Sayles. Formerly Portfolio Manager at
Nicholas-Applegate Capital Management, MBA student at the University of Chicago,
and investment banker, most recently at PaineWebber, Inc.

JEFFREY W. WARDLOW (39)--Vice President. 1533 N. Woodward, Bloomfield Hills,
Michigan. Vice President, Loomis Sayles.

GREGG D. WATKINS (51)--Vice President. 1533 N. Woodward, Bloomfield Hills,
Michigan. Vice President, Loomis Sayles.

ANTHONY J. WILKINS (57)--Vice President. Executive Vice President and
Director, Loomis Sayles.

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

14
<PAGE>
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.

COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999

<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>
Joseph Alaimo, Trustee....................... $ 5,312.50 N/A N/A $ 5,312.50

Richard S. Holway, Trustee................... $21,562.50 N/A N/A $21,562.50

Michael T. Murray, Trustee................... $21,562.50 N/A N/A $21,562.50

Daniel J. Fuss, Trustee...................... $ 0 N/A N/A $ 0
</TABLE>

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

* No Trustee receives compensation from any mutual funds affiliated with
Loomis Sayles, other than the Trust.

As of September 30, 1999, the officers and trustees of the trust
collectively owned beneficially the following percentages of each fund: 9.83% of
the Loomis Sayles Aggressive Growth Fund, less than 1% of the Loomis Sayles Bond
Fund, 1.71% of the Loomis Sayles Core Value Fund, 5.12% of the Loomis Sayles
Global Bond Fund, 1.57% of the Loomis Sayles Growth Fund, 26.20% of the Loomis
Sayles High Yield Fund, 2.23% of the Loomis Sayles Intermediate Maturity Bond
Fund, 1.44% of the Loomis Sayles International Equity Fund, 3.96% of the Loomis
Sayles Investment Grade Bond Fund, 9.34% of the Loomis Sayles Mid-Cap Value
Fund, 8.30% of the Loomis Sayles Municipal Bond Fund, 3.74% of the Loomis Sayles
Short-Term Bond Fund, 1.43% of the Loomis Sayles Small Cap Growth Fund, less
than 1% of the Loomis Sayles Small Cap Value Fund, 3.21% of the Loomis Sayles
U.S. Government Securities Fund, and 10.46% of the Loomis Sayles Worldwide 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 September 30, 1999, the Pension Plan owned the following percentages
of the outstanding Institutional Class shares of the indicated Funds: 20.54% of
the Loomis Sayles Aggressive Growth Fund, less than 1% of the Loomis Sayles Bond
Fund, 7.57% of the Loomis Sayles Core Value Fund, 24.59% of the Loomis Sayles
Global Bond Fund, 7.39% of the Loomis Sayles Growth Fund, 11.34% of the Loomis
Sayles High Yield Fund, 36.16% of the Loomis Sayles Intermediate Maturity Bond
Fund, 21.94% of the Loomis Sayles International Equity Fund, 38.83% of the
Loomis Sayles Mid-Cap Value Fund, less than 1% of the Loomis Sayles Short-term
Bond Fund, 5.45% of the Loomis Sayles Small Cap Growth Fund, 1.27% of the Loomis
Sayles Small Cap Value Fund, 11.06% of the Loomis Sayles U.S. Government
Securities Fund, and 82.71% of the Loomis Sayles Worldwide Fund.

As of September 30, 1999, the Profit Sharing Plan owned the following
percentages of the outstanding Institutional Class shares of the indicated
Funds: 67.90% of the Aggressive Growth Fund, less than 1% of the Loomis Sayles
Bond Fund, 13.47% of the Loomis Sayles Core Value Fund, 8.93% of the Loomis
Sayles Global Bond Fund, 40.19% of the Loomis Sayles Growth Fund, 25.11% of the
Loomis Sayles High Yield Fund, 16.14% of the Loomis Sayles Intermediate Maturity
Bond Fund, 6.82% of the Loomis Sayles

15
<PAGE>
International Equity Fund, 30.02% of the Loomis Sayles Mid-Cap Value Fund,
12.54% of the Loomis Sayles Short-Term Bond Fund, 7.98% of the Loomis Sayles
Small Cap Growth Fund, 4.04% of the Loomis Sayles Small Cap Value Fund, 14.12%
of the Loomis Sayles U.S. Government Securities Fund, and 13.33% of the Loomis
Sayles 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.

For current and retired Trustees of the Trust, investment advisory clients
of Loomis Sayles (and their directors, officers, and employees), and current and
retired employees of Loomis Sayles and the parents, spouses, and children of the
foregoing, the Trust has reduced the minimum initial investment for
Institutional Class shares of each Fund to $2,500.

16
<PAGE>
PRINCIPAL HOLDERS

The following table provides information on the principal holders of each
Fund. A principal holder is a person who owns of record or beneficially 5% or
more of any class of a Fund's outstanding securities. Information provided in
this table is as of December 27, 1999.

INSTITUTIONAL CLASS SHARES

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
LOOMIS SAYLES AGGRESSIVE GROWTH FUND

The Charles Schwab Corp. 101 Montgomery St. 87.33%
San Francisco, CA 94104

LOOMIS SAYLES BOND FUND

The Charles Schwab Corp. 101 Montgomery St. 46.88%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty St. 13.36%
FEBO Customers One World Financial Center
New York, NY 10281

LOOMIS SAYLES CORE VALUE FUND

The Charles Schwab Corp. 101 Montgomery St. 20.90%
San Francisco, CA 94104

US Bank National Association P.O. Box 64010 11.26%
(Custodian) St. Paul, MN 55164
Green Tree Financial Corp
Equity Income Trust

Asbestos Workers Local c/o Loomis Sayles & Co. Inc. 7.24%
#84 Pension Fund 1533 North Woodward, Suite 300
Bloomfield Hills, MI 48304

John W. George, Trustee 590 Renaud 6.95%
John W. George Trust Grosse Pointe, MI 48236

LOOMIS SAYLES EMERGING MARKETS FUND

Loomis Sayles & Co., L.P. One Financial Center 55.62%
Boston, MA 02111

LOOMIS SAYLES GLOBAL BOND FUND

The Charles Schwab Corp. 101 Montgomery St. 36.32%
San Francisco, CA 94104

Norwest Bank MN NA P.O. Box 1533 18.68%
FBO Desert States UFCW Union Minneapolis, MN 55480
Employees Pension

Fleet National Bank TTEE P.O. Box 92800 15.95%
Kaman Corp Master Trust Rochester, NY 14692
Fixed Income Fund

San Diego Transit Pension Plan P.O. Box 2511 9.56%
San Diego, CA 92112
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
BNY Clearing Services LLC Wrap Account 111 E. Kilbourn Ave. 5.47%
Milwaukee, WI 53202

LOOMIS SAYLES GROWTH FUND

The Charles Schwab Corp. 101 Montgomery St. 48.49%
San Francisco, CA 94104

National City Bank Columbus (Trustee) P.O. Box 94984 5.82%
Columbus Distributing Co. PSP Cleveland, Ohio 44101

LOOMIS SAYLES HIGH YIELD FUND

The Charles Schwab Corp. 101 Montgomery St. 49.53%
San Francisco, CA 94104

Daniel J. Fuss 44 Longfellow Road 13.10%
Wellesley, MA 02181

LOOMIS SAYLES INTERMEDIATE MATURITY BOND FUND

The Charles Schwab Corp. 101 Montgomery St. 51.56%
San Francisco, CA 94104

Pacific Century Trust (Agent) P.O. Box 1930 29.83%
Hawaii Sheet Metal Workers Honolulu, HI 96805

Health & Welfare Fund Alexander Hall 7.72%
Pomona College 550 N. College Ave.
Claremont, CA 91711

LOOMIS SAYLES INTERNATIONAL EQUITY FUND

The Charles Schwab Corp. 101 Montgomery St. 30.55%
San Francisco, CA 94104

Comerica Bank FBO P.O. Box 75000, MC 3446 12.23%
City of Livonia Employee Retirement Detroit, MI 48275
System

Church Mutual Insurance Co. 3000 Schuster Lane 5.41%
Merrill, WI 54452

LOOMIS SAYLES INVESTMENT GRADE BOND FUND

The Charles Schwab Corp. 101 Montgomery St. 51.13%
San Francisco, CA 94104

Pomona College Alexander Hall 24.35%
550 N. College Ave.
Claremont, CA 91711

Daniel J. Fuss 44 Longfellow Road 5.09%
Wellesley, MA 02481

Rosemary B. Fuss 44 Longfellow Road 5.09%
Wellesley, MA 02481
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
LOOMIS SAYLES MID-CAP VALUE FUND

The Charles Schwab Corp. 101 Montgomery St. 69.00%
San Francisco, CA 94104

John W. George, Jr. Trustee 590 Renaud 6.31%
John W. George, Jr. Trust Grosse Pointe, MI 48236

LOOMIS SAYLES MUNICIPAL BOND FUND

John W. George Jr. Trustee 590 Renaud 20.46%
John W. George Jr. Trust Grosse Pointe, MI 48236

Ann A. Morris Trustee 1842 Nugent Sound Road 14.84%
Ann A. Morris Trust Lummi Island, WA 98262

The Charles Schwab Corp. 101 Montgomery Street 7.36%
San Francisco, CA 94104

LOOMIS SAYLES SHORT-TERM BOND FUND

NFSC FEBO Customers 200 Liberty 25.75%
One World Financial Center
New York, NY 10281

John W. George Jr. Trustee 590 Renaud 22.57%
John W. George Trust Grosse Pointe, MI 48236

The Charles Schwab Corp. 101 Montgomery St. 16.53%
San Francisco, CA 94104

LOOMIS SAYLES SMALL CAP GROWTH FUND

The Charles Schwab Corp. 101 Montgomery St. 22.15%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty Street 19.84%
FEBO Customers One World Financial Center
New York, NY 10281

LOOMIS SAYLES SMALL CAP VALUE FUND

The Charles Schwab Corp. 101 Montgomery St. 13.38%
San Francisco, CA 94104

Smith Barney Inc. 388 Greenwich St. 10.34%
New York, NY 10001

LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND

The Charles Schwab Corp. 101 Montgomery St. 54.90%
San Francisco, CA 94104

National City Bank Columbus (Trustee) P.O. Box 94984 9.24%
Columbus Distributing Co. PSP Cleveland, OH 44101

LOOMIS SAYLES WORLDWIDE FUND

The Charles Schwab Corp. 101 Montgomery St. 95.83%
San Francisco, CA 94104
</TABLE>

19
<PAGE>
RETAIL CLASS SHARES

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
LOOMIS SAYLES AGGRESSIVE GROWTH FUND

The Charles Schwab Corp. 101 Montgomery St. 43.01%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty Street 26.11%
FEBO Customers One World Financial Center
New York, NY 10281

BOND FUND

National Financial Services Crop. 200 Liberty Street 28.54%
FEBO Customers One World Financial Center
New York, NY 10281

LOOMIS SAYLES CORE VALUE FUND

The Charles Schwab Corp. 101 Montgomery St. 48.15%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty Street 32.05%
FEBO Customers One World Financial Center
New York, NY 10281

Whitelaw & Co. New Plan Worlds P.O. Box 94984 8.71%
c/o National City Bank Cleveland, OH 44101

State Street Bank & Trust Company Harbor House 400 5.49%
Custodian for the IRA of Gerald L. Key Largo, FL 33037
Hindman

LOOMIS SAYLES GLOBAL BOND FUND

The Charles Schwab Corp. 101 Montgomery St. 59.75%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty St. 16.36%
FEBO Customers One World Financial Center
New York, NY 10281

National Investor Services Corp. 55 Water St. 11.27%
FEBO Customers New York, NY 10041

LOOMIS SAYLES GROWTH FUND

Angelo V. Glorioso 225 Summit Dr. 56.88%
Pittsburgh, PA 15238

The Charles Schwab Corp. 101 Montgomery St. 28.20%
San Francisco, CA 94104

Whitelaw & Co. New Plan Worlds P.O. Box 94984 8.80%
c/o National City Bank Cleveland, OH 44101

LOOMIS SAYLES INTERMEDIATE MATURITY BOND FUND

The Charles Schwab Corp. 101 Montgomery St. 34.52%
San Francisco, CA 94104
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
Donaldson Lufkin & Jenrette P.O. Box 2052 5.42%
Securities Corp. Inc. Jersey City, NJ 07303

LOOMIS SAYLES INTERNATIONAL EQUITY FUND

National Investor Services Corp. 55 Water St. 47.47%
FEBO Customers New York, NY 10041

The Charles Schwab Corp. 101 Montgomery St. 36.92%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty St. 9.34%
FEBO Customers One World Financial Center
New York, NY 10281

LOOMIS SAYLES INVESTMENT GRADE BOND FUND

The Charles Schwab Corp. 101 Montgomery St. 42.42%
San Francisco, CA 94104

Donaldson Lufkin & Jenrette P.O. Box 2052 30.96%
Securities Corp. Inc. Jersey City, NJ 07303

National Financial Services Corp. 200 Liberty St. 18.78%
FEBO Customers One World Financial Center
New York, NY 10281

LOOMIS SAYLES MID-CAP VALUE FUND

The Charles Schwab Corp. 101 Montgomery St. 37.79%
San Francisco, CA 94104

Donaldson Lufkin & Jenrette P.O. Box 2052 33.18%
Securities Corp. Inc. Jersey City, NJ 07303

Fiserv Security Inc. One Commerce Square 14.51%
2005 Market St.
Philadelphia, PA 19103

National Financial Services Corp. 200 Liberty St. 8.21%
FEBO Customers One World Financial Center
New York, NY 10281

LOOMIS SAYLES SHORT-TERM BOND FUND

The Charles Schwab Corp. 101 Montgomery St. 33.43%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty St. 30.56%
FEBO Customers One World Financial Center
New York, NY 10281

Donaldson Lufkin & Jenrette P.O. Box 2052 16.19%
Securities Corp. Inc. Jersey City, NJ 07303

National Investor Services Corp. 55 Water St. 7.73%
FEBO Customers New York, NY 10041

E. Scott Glacken 9221 Vendome Dr. 6.60%
Z. Margaret Glacken Bethesda, MD 20817
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
LOOMIS SAYLES SMALL CAP GROWTH FUND

The Charles Schwab Corp. 101 Montgomery St. 48.02%
San Francisco, CA 94104

Chase Manhattan Bank (Trustee) 770 Broadway, Floor 10 17.94%
MetLife Defined Contribution Group New York, NY 10003

MO Institute of Sports Medicine 621 S. New Ballas 9.70%
Profit Sharing Plan & Trust Suite 101
St. Louis, MO 63141

National Financial Services Corp. 200 Liberty St. 8.37%
FEBO Customers One World Financial Center
New York, NY

LOOMIS SAYLES SMALL CAP VALUE FUND

The Charles Schwab Corp. 101 Montgomery St. 26.48%
San Francisco, CA 94104

Chase Manhattan Bank Trustee 770 Broadway 19.20%
Metlife Defined Contribution 10th Floor
Group; Attn: Cindy Chu New York, NY 10003

First Trust National Association 180 East Fifth St. 18.61%
Trustee for United Healthcare P.O. Box 64488
401K Savings Plan St. Paul, MN 55164

Fidelity Investments Institutional 100 Magellan Way KWIC 12.05%
FIIOC Agent for Certain Employee Covington, KY 41015
Benefits Plans

LOOMIS SAYLES WORLDWIDE FUND

The Charles Schwab Corp. 101 Montgomery St. 43.51%
San Francisco, CA 94104

National Investor Services Corp. 55 Water St. 35.52%
FBO Customers New York, NY 10041

State Street Bank & Trust Company 235 Arlington Road, Apt. 214 20.83%
Custodian for the IRA of Redwood City, CA 94062
Benjamin T. Ream
</TABLE>

22
<PAGE>
ADMIN CLASS SHARES

<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER ADDRESS SHARES HELD
- ----------- ------- -------------
<S> <C> <C>
LOOMIS SAYLES BOND FUND

Smith Barney Corp Trust Co. (Trustee) Two Tower Center 76.88%
Smith Barney 401(k) Advisor Group Trust P.O. Box 1063
E. Brunswick, NJ 08816

New York Life Trust Co. 51 Madison Ave., Rm. 117A 23.11%
Client Account New York, NY 10010

LOOMIS SAYLES SMALL CAP VALUE FUND

Merrill Lynch Pierce Fenner & Smith 4800 Deer Lake Dr. E 40.24%
Inc. 3rd Floor
FBO Customers Jacksonville, FL 32246

Smith Barney Corp. Trust Co. (Trustee) Two Tower Center 37.05%
Smith Barney 401(k) Advisor Group Trust P.O. Box 1063
E. Brunswick, NJ 08816

Wilmington Trust Co. (Trustee) 1100 N. Market St. 9.31%
various 401(K) Plans Drop Code 2030
Wilmington, DE 19801

Smith Barney Corp. Trust Co. (Trustee) Two Tower Center 7.56%
The Copeland Retirement Group Trust P.O. Box 1063
E. Brunswick, NJ 08816
</TABLE>

To the extent that any shareholder listed above beneficially owns more than
25% of a Fund, it may be deemed to "control" such Fund within the meaning of the
1940 Act. The Charles Schwab Corporation is organized under the laws of
Delaware. Loomis, Sayles & Company, L.P. is a limited partnership organized
under the laws of Delaware whose corporate parent is Loomis, Sayles & Company,
Inc., a Massachusetts corporation. Loomis, Sayles & Company, Inc. is an indirect
wholly-owned subsidiary of Nvest Companies, L.P. Nvest Companies, L.P.'s
managing general partner, Nvest Corporation, is a direct wholly-owned subsidiary
of Metropolitan Life Insurance Company, which in turn is a wholly-owned
subsidiary of Metlife, Inc., a publicly traded company. Nvest Companies, L.P.'s
advising general partner, Nvest L.P., is a publicly traded company listed on the
New York Stock Exchange. Nvest Corporation is the sole general partner of Nvest
L.P.

23
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES

ADVISORY AGREEMENTS. 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
Funds, 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>
Loomis Sayles Aggessive Growth Fund......................... .75%
Loomis Sayles Bond Fund..................................... .60
Loomis Sayles Core Value Fund............................... .50
Loomis Sayles Emerging Markets Fund......................... 1.25
Loomis Sayles Global Bond Fund.............................. .60
Loomis Sayles Global Technology Fund........................ 1.00
Loomis Sayles Growth Fund................................... .50
Loomis Sayles High Yield Fund............................... .60
Loomis Sayles Intermediate Maturity Bond Fund............... .40
Loomis Sayles International Equity Fund..................... .75
Loomis Sayles Investment Grade Bond Fund.................... .40
Loomis Sayles Mid-Cap Value Fund............................ .75
Loomis Sayles Municipal Bond Fund........................... .40*
Loomis Sayles Short-Term Bond Fund.......................... .25
Loomis Sayles Small Cap Growth Fund......................... .75
Loomis Sayles Small Cap Value Fund.......................... .75
Loomis Sayles U.S. Government Securities Fund............... .30
Loomis Sayles Worldwide Fund................................ .75
</TABLE>

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

* Loomis Sayles has contractually agreed to reduce the management fee for the
Loomis Sayles Municipal Bond Fund to .30% through February 1, 2001.

24
<PAGE>
During the periods shown below, pursuant to the advisory agreements
described above, 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:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED FISCAL PERIOD ENDED FISCAL YEAR ENDED
12/31/97 9/30/98* 9/30/99
------------------------ ------------------------ ------------------------
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>
Loomis Sayles Aggressive Growth
Fund.......................... $ 11,993 $151,104 $ 11,818 $109,517 $ 51,041 $151,062
Loomis Sayles Bond Fund......... 5,460,675 197,170 6,920,645 112,593 9,494,667 39,426
Loomis Sayles Core Value Fund... 269,200 29,404 264,693 12,673 380,288 18,860
Loomis Sayles Global Bond Fund.. 178,622 123,445 155,995 85,930 240,399 95,735
Loomis Sayles Growth Fund....... 174,976 74,929 114,917 52,384 139,736 110,695
Loomis Sayles High Yield Fund... 34,062 185,981 50,667 141,220 108,323 168,537
Loomis Sayles Intermediate
Maturity Bond Fund............ 17,125 147,955 25,473 122,162 40,062 154,766
Loomis Sayles International
Equity Fund................... 705,111 178,102 451,871 124,877 543,750 179,012
Loomis Sayles Investment Grade
Bond Fund..................... 8,585 162,568 12,300 119,899 40,491 167,270
Loomis Sayles Mid-Cap Value
Fund.......................... 18,691 158,363 23,688 117,826 34,645 157,358
Loomis Sayles Municipal Bond
Fund.......................... 34,082 102,318 28,142 77,070 34,119 111,048
Loomis Sayles Short-Term Bond
Fund.......................... 41,211 143,266 45,845 74,443 69,499 187,089
Loomis Sayles Small Cap Growth
Fund.......................... 24,894 170,503 67,049 117,517 379,428 75,249
Loomis Sayles Small Cap Value
Fund.......................... 1,581,667 12,741 1,981,662 5,254 2,941,342 6,827
Loomis Sayles U.S. Government
Securities Fund............... 55,096 87,088 65,031 60,872 64,112 99,919
Loomis Sayles Worldwide Fund.... 55,489 148,392 32,580 112,466 44,837 165,386
</TABLE>

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

* The fiscal year-end for each of the Funds changed to September 30 in 1998.

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.

25
<PAGE>
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 that
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 Prospectuses, 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 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 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 Funds Trust II, a
registered, open-end management investment company; and the Loomis Sayles Small
Cap Series of New England Zenith Fund, a registered open-end management
investment company; and Loomis Sayles Investment Trust, 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.

The general partner of Loomis Sayles is a special purpose corporation that
is an indirect wholly-owned subsidiary of Nvest Companies, L.P. Nvest Companies,
L.P.'s managing general partner, Nvest Corporation, is a direct wholly-owned
subsidiary of Metropolitan Life Insurance Company, a mutual life insurance
company. Nvest Companies, L.P.'s advising general partner, Nvest L.P., is a
publicly traded company listed on the New York Stock Exchange. Nvest Corporation
is the sole general partner of Nvest L.P.

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

26
<PAGE>
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 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, that 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., One
Financial Center, Boston, Massachusetts 02111 (the "Distributor") serves as the
general distributor of each class of shares of the Funds. Under this agreement,
the Distributor is not obligated to sell a specific number of shares. The
Distributor bears the cost of making information about the Funds available
through advertising and other means and the cost of printing and mailing the
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 the Prospectuses to existing shareholders.

As described in the Prospectuses, the Funds have adopted Rule 12b-1 plans
("Plans") for their Retail Class, Admin Class, and Class A shares. The Plans,
among other things, permit the relevant classes of the Funds to pay the
Distributor monthly fees, at annual rates not exceeding 0.25% of the assets of
the Retail Class, Admin Class, and Class A, respectively, as compensation for
its services as principal underwriter of the shares of these classes. 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"). The
principal types of activities for which payments under these Plans may be made
include payments to intermediaries for shareholder servicing, for no transaction
fee or wrap programs, and for retirement plan record keeping. Payments under
these Plans also may be made for activities such as advertising, printing, and
mailing the Prospectuses to persons who are not current shareholders,
compensation to underwriters, compensation to broker-dealers, compensation to
sales personnel, and interest, carrying, or other financing charges.

The following table provides information on the amount of fees paid by the
Funds under these Plans during the past fiscal year.

<TABLE>
<CAPTION>
12B-1 FEES
PAID BY THE
FUND/CLASS FUND
- ---------- -------------
<S> <C>
Loomis Sayles Aggressive Growth Fund
Retail Class.............................................. $ 536

Loomis Sayles Bond Fund
Retail Class.............................................. $137,433
Admin Class............................................... $ 3,323

Loomis Sayles Core Value Fund
Retail Class.............................................. $ 2,184

Loomis Sayles Global Bond Fund
Retail Class.............................................. $ 15,884

Loomis Sayles Growth Fund
Retail Class.............................................. $ 1,521

Loomis Sayles Intermediate Maturity Bond Fund
Retail Class.............................................. $ 2,391

Loomis Sayles International Equity Fund
Retail Class.............................................. $ 416
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
12B-1 FEES
PAID BY THE
FUND/CLASS FUND
- ---------- -------------
<S> <C>
Loomis Sayles Investment Grade Bond Fund
Retail Class.............................................. $ 5,871

Loomis Sayles Mid-Cap Value Fund
Retail Class.............................................. $ 465

Loomis Sayles Short-Term Bond Fund
Retail Class.............................................. $ 1,542

Loomis Sayles Small Cap Growth Fund
Retail Class.............................................. $ 9,021

Loomis Sayles Small Cap Value Fund
Retail Class.............................................. $167,609
Admin Class............................................... $ 7,110

Loomis Sayles Worldwide Fund
Retail Class.............................................. $ 269
</TABLE>

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
relevant class of 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, Admin Class, or Class A shares of a Fund requires approval of the Retail
Class, Admin Class, or Class A 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 Trust's independent accountants are
PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP 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 Prospectuses has been so
included, and the financial statements incorporated by reference herein from the
Funds' 1999 Annual Report have been so incorporated, in reliance on the

28
<PAGE>
reports of PricewaterhouseCoopers LLP, given on the authority of said firm as
experts in auditing and accounting.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

Loomis Sayles selects only brokers or dealers that it believes are
financially responsible, will provide efficient and effective services in
executing, clearing, and settling an order, and will charge commission rates
that, 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 Loomis Sayles Emerging Markets Fund, the
Loomis Sayles Global Bond Fund, the Loomis Sayles Global Technology Fund, the
Loomis Sayles International Equity Fund, and the Loomis Sayles Worldwide Fund,
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 that 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 that 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.

LOOMIS SAYLES EMERGING MARKETS FUND, LOOMIS SAYLES GLOBAL TECHNOLOGY FUND,
LOOMIS SAYLES HIGH YIELD FUND, LOOMIS SAYLES INTERNATIONAL EQUITY FUND, AND
LOOMIS SAYLES WORLDWIDE FUND. In placing orders for the purchase and sale of
securities for the Loomis Sayles Emerging Markets Fund, the Loomis Sayles Global
Technology Fund, the Loomis Sayles High Yield Fund, the Loomis Sayles
International Equity Fund, and the Loomis Sayles Worldwide Fund, Loomis Sayles
follows the same policies as for the other Funds, except that Loomis Sayles may
cause these 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 these 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' authority to
cause these Funds to pay such greater commissions is also subject to such
policies as the trustees of the Trust may adopt from time to time.

29
<PAGE>
The following tables set forth, for the 1997 and 1999 fiscal years and the
1998 fiscal period (January 1, 1998 through September 30, 1998), 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, 1997

<TABLE>
<CAPTION>
(1) (3)
AGGREGATE (2) COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
- ---- ----------- ------------ ------------
<S> <C> <C> <C>
Loomis Sayles Aggressive Growth Fund................... $ 6,261 $ 45,426 $ 84
Loomis Sayles Core Value Fund.......................... $ 81,471 $ 22,718,537 $21,202
Loomis Sayles Growth Fund.............................. $ 81,395 $ 3,200,161 $ 4,782
Loomis Sayles International Equity Fund................ $759,784 $220,336,814 $28,794
Loomis Sayles Mid-Cap Value Fund....................... $ 7,298 $ 83,840 $ 319
Loomis Sayles Small Cap Growth Fund.................... $ 9,774 $ 181,489 $ 672
Loomis Sayles Small Cap Value Fund..................... $579,295 $ 29,877,865 $71,938
Loomis Sayles Worldwide Fund........................... $ 9,953 $ 4,261,122 $ 489
</TABLE>

FISCAL PERIOD ENDED SEPTEMBER 30, 1998
(JANUARY 1, 1998 - SEPTEMBER 30, 1998)

<TABLE>
<CAPTION>
(1) (3)
AGGREGATE (2) COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
- ---- ----------- ------------ ------------
<S> <C> <C> <C>
Loomis Sayles Aggressive Growth Fund.................... $ 5,336 $ 4,300 $ 256
Loomis Sayles Core Value Fund........................... $ 76,841 $23,336,695 $27,893
Loomis Sayles Growth Fund............................... $ 84,990 $ 114,400 $ 6,864
Loomis Sayles International Equity Fund................. $466,218 $ 6,619,778 $15,145
Loomis Sayles Mid-Cap Value Fund........................ $ 14,031 $ 246,357 $ 569
Loomis Sayles Small Cap Growth Fund..................... $ 22,443 $ 154,320 $ 348
Loomis Sayles Small Cap Value Fund...................... $872,492 $42,599,200 $78,151
Loomis Sayles Worldwide Fund............................ $ 20,610 $ 3,333,161 $ 520
</TABLE>

FISCAL YEAR ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
(1) (3)
AGGREGATE (2) COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
- ---- ----------- ------------ ------------
<S> <C> <C> <C>
Loomis Sayles Aggressive Growth Fund................... $ 14,322 $ 145,236 $ 336
Loomis Sayles Core Value Fund.......................... $ 115,040 $15,827,491 $21,747
Loomis Sayles Growth Fund.............................. $ 137,480 $ 7,272,139 $ 8,616
Loomis Sayles International Equity Fund................ $ 731,793 $ 3,476,533 $ 7,758
Loomis Sayles Mid-Cap Value Fund....................... $ 2,380,584 $ 492,747 $ 750
Loomis Sayles Small Cap Growth Fund.................... $ 80,746 $ 2,061,538 $ 5,511
Loomis Sayles Small Cap Value Fund..................... $ 2,380,584 $ 8,248,982 $21,687
Loomis Sayles Worldwide Fund........................... $ 31,971 $ 103,464 $ 126
</TABLE>

30
<PAGE>
The table below presents information regarding the securities of the Funds'
regular broker-dealers that were held by the Funds as of September 30, 1999.

<TABLE>
<CAPTION>
% OF FUND'S
FUND MARKET VALUE ASSETS
- ---- ------------ -----------
<S> <C> <C>
Loomis Sayles Aggressive Growth Fund
Charles Schwab.......................................... $ 50,531 0.34%

Loomis Sayles Growth Fund
Merrill Lynch........................................... $ 530,781 1.83%

Loomis Sayles Core Value Fund
Bear Stearns............................................ $ 576,575 0.84%
Morgan Stanley.......................................... $ 856,200 1.25%

Loomis Sayles Intermediate Maturity Bond Fund
Credit Suisse (First Boston)............................ $ 49,809 0.46%
Lehman Brothers Inc..................................... $ 159,288 1.47%
Morgan Stanley.......................................... $ 191,092 1.77%

Loomis Sayles Investment Grade Bond Fund
Lehman Brothers Inc..................................... $ 232,372 1.09%

Loomis Sayles Mid-Cap Value Fund
Knight Trimark Group.................................... $ 109,750 1.90%
Lehman Brothers Inc..................................... $ 69,975 1.21%

Loomis Sayles Small Cap Value Fund
Federated Investors Inc................................. $3,417,225 0.86%
</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 Loomis Sayles High Yield Fund,
the Loomis Sayles Municipal Bond Fund, and the Loomis Sayles U.S. Government
Securities Fund) are

31
<PAGE>

currently divided into two classes, designated Retail Class and Institutional
Class shares. The Loomis Sayles Bond Fund and the Loomis Sayles Small Cap Value
Fund offer a third class of shares designated Admin Class shares. The Loomis
Sayles Aggressive Growth Fund and the Loomis Sayles Global Technology Fund offer
an additional class of shares designated Class A shares, which have a front-end
sales charge of up to 5.75%. The trustees may also, without shareholder
approval, establish one or more additional separate portfolios for investments
in the Trust or merge two or more existing portfolios. Shareholders' investments
in such an additional or merged portfolio would be evidenced by a separate
series of shares (i.e., a new "Fund").

The Declaration of Trust provides for the perpetual existence of the Trust.
The Declaration of Trust, however, provides that the trustees may terminate the
Trust or any Fund upon written notice to the shareholders.

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

32
<PAGE>
the Declaration of Trust and (ii) to establish, change, or eliminate the par
value of any shares (currently all shares have no par value).

SHAREHOLDER AND TRUSTEE LIABILITY

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

HOW TO BUY SHARES

The procedures for purchasing shares of each Fund are summarized in the
Prospectuses under "General Information-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 (generally 4:00 p.m. Eastern time) 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 closing bid price. Short-term securities with a remaining
maturity of 60 days or less are valued at amortized cost, which approximates
market value. 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 that are generally recognized by institutional traders. Other
securities for which current market quotations are not readily available and all
other assets are valued at fair value as determined in good faith by the Board
of Trustees on the basis of dealer-supplied quotations or otherwise, 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

33
<PAGE>
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 may be valued at their fair value as determined in good faith
by or in accordance with procedures approved by the trustees.

SHAREHOLDER SERVICES

OPEN ACCOUNTS

A shareholder's investment in each 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 the shareholder
servicing agent 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, the
shareholder servicing agent 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 notice before any such charges are made.

SYSTEMATIC WITHDRAWAL PLAN

A Systematic Withdrawal Plan, referred to in the Prospectus under "General
Information--How to Redeem Shares," 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 $25,000 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 under
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
regarding federal income taxes.

34
<PAGE>
EXCHANGE PRIVILEGE

Shareholders may redeem their shares of any Fund and have the proceeds
applied on the same day to purchase shares of the same class of any other Fund
or of certain money market funds advised by Nvest Funds Management, L.P., an
affiliate of Loomis Sayles, as long as the investment minimum of the Fund into
which the exchange is made is met. An exchange of shares of the Loomis Sayles
Emerging Markets Fund and the Loomis Sayles High Yield Fund purchased within one
year of such exchange 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 Loomis Sayles Emerging Markets Fund and the Loomis
Sayles 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. Class A shares of the Loomis Sayles Aggressive Growth Fund and the
Loomis Sayles Global Technology Fund can be exchanged into Class A shares of any
series of Loomis Sayles Funds or New England Funds that offers Class A shares.
This exchange privilege is summarized in the Prospectuses under "General
Information--How to Exchange Shares."

Exchanges may be effected by (1) making a telephone request by calling
800-626-9390, provided that a special authorization form is on file with BFDS or
(2) sending a written exchange request to BFDS accompanied by an account
application for the appropriate Fund. The Trust reserves the right to modify
this exchange privilege without prior notice. An exchange constitutes a sale of
shares for federal income tax purposes on which the investor may realize a
capital gain or loss.

IRAS

IRAs may be 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 Loomis Sayles 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
Prospectuses under "General Information--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
Prospectuses, 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 for an account whose
account registration has not changed in the past 30 days.

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 telephone 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.
Telephone 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 either must select
this service when completing the Fund application or must do so subsequently in
writing. When selecting the service, a shareholder must designate a bank account
to which the redemption proceeds should be wired. Any change in the bank

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account so designated must be made by furnishing to BFDS a written request with
a signature guarantee. Telephone redemptions may be made only 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 Loomis Sayles High
Yield Fund and the Loomis Sayles Emerging Markets 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.

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 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-term 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 Prospectuses under "Dividends and Distributions," 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 the shareholder servicing agent (BFDS). In order for a change to be
in effect for any dividend or distribution, it must be received by the
shareholder servicing agent 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.

The Internal Revenue Service ("IRS") requires any Fund to withhold 31% of
any redemption proceeds (including the value of shares exchanged) and of any
income dividends and capital gain distributions in the following situations:

- If you do not provide a correct, certified taxpayer identification number
to the Fund.

- If the IRS notifies the Fund that you have under reported your income in
the past and thus are subject to backup withholding.

- If you fail to certify to the Fund that you are not subject to such backup
withholding.

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Each Fund intends to qualify each year as a regulated investment company
under Subchapter M of the Code. In order to qualify as such and to qualify for
the favorable tax treatment accorded regulated investment companies and their
shareholders, each 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 with respect to each taxable
year at least 90% of the sum of its taxable net investment income, its
tax-exempt income, and the excess, if any, of net short-term capital gains over
net long-term capital losses for such year; and (iii) diversify its holdings so
that at the end of each fiscal quarter (a) at least 50% of the value of its
assets is invested in cash, U.S. Government securities, securities of other
regulated investment companies, and other securities of issuers that represent,
with respect to each issuer, no more than 5% of the value of the Fund's assets
and 10% of the outstanding voting securities of such issuer and (b) not more
than 25% of its assets is 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 that the Fund controls and that are engaged in the same,
similar, or related trades and businesses. To the extent it qualifies for
treatment as a regulated investment company, a 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 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 they were
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 Loomis Sayles Municipal Bond Fund, as described in its 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 will be taxable to shareholders
as long-term capital gains (generally taxed at a rate of 20% for noncorporate
shareholders), without regard to how long the shareholder has held shares of the
Fund.

Dividends and distributions on a Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur for shares purchased at a time when a
Fund's net asset value reflects gains that are either unrealized or realized but
not distributed. Such realized gains may be required to be distributed even when
a Fund's net asset value also reflects unrealized losses.

The Loomis Sayles Emerging Markets Fund, the Loomis Sayles Global Bond Fund,
the Loomis Sayles Global Technology Fund, the Loomis Sayles International Equity
Fund, and the Loomis Sayles Worldwide Fund 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 limits
for 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 that would be imposed on the amount and
type of income for 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 16 days

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during the 30-day period beginning on the date that is 15 days before 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 Loomis Sayles Emerging Markets Fund,
the Loomis Sayles Global Bond Fund, the Loomis Sayles Global Technology Fund,
the Loomis Sayles International Equity Fund, and the Loomis Sayles Worldwide
Fund 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.

Investment by a Fund in "passive foreign investment companies" could subject
the Fund to U.S. federal income tax or other charge on the proceeds from the
sale of its investment in such a company; however, this tax can be avoided by
making an election to mark such investments to market annually or to treat the
passive foreign investment company as a "qualified electing fund."

If a Fund engages in hedging transactions, including hedging transactions in
options, futures contracts, and straddles, or other similar transactions, it
will be subject to special tax rules (including constructive sale,
mark-to-market, straddle, wash sale, and short sale rules), the effect of which
may be to accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund's securities, or convert
short-term capital losses into long-term capital losses. These rules could
therefore affect the amount, timing and character of distributions to
shareholders. Each Fund will endeavor to make any available elections pertaining
to such transactions in a manner believed to be in the best interests of the
Fund.

A Fund's investment in securities issued at a discount and certain other
obligations will (and investments in securities purchased at a discount may)
require the Fund to accrue and distribute income not yet received. In such
cases, a Fund may be required to sell assets (including when it is not
advantageous to do so) to generate the cash necessary to distribute as dividends
to its shareholders all of its income and gains and therefore to eliminate any
tax liability at the Fund level.

Generally a Fund may designate dividends eligible for the dividends-received
deduction only to the extent that such dividends are derived from dividends paid
to the Fund with respect to which the Fund could have taken the
dividends-received deduction if it had been a regular corporation. The
dividends-received deduction is not available to non-corporate shareholders,
Subchapter S corporations, or corporations that do not hold their shares for at
least 46 days during the 90-day period beginning on the date that is 45 days
before the ex-dividend date. The dividends-received deduction also is not
available with respect to dividends derived from a Fund's investment in foreign
securities or REITs.

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 long-term capital gain if the shares have been held for more than one year.
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

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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.

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 foreign, state, and local
taxes. Shareholders are urged to consult their tax advisers regarding specific
questions as to federal, state, foreign, 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). The IRS recently revised its
regulations affecting the application to foreign investors of the back-up
withholding tax rules. The new regulations will generally be effective for
payments made on or after January 1, 2001 (although transition rules will
apply). In some circumstances, the new rules will increase the certification and
filing requirements imposed on foreign investors in order to qualify for
exemption from the 31% back-up withholding tax and for reduced withholding tax
rates under income tax treaties. Foreign investors in each Fund should consult
their advisers with respect to the potential application of these new
regulations.

FINANCIAL STATEMENTS

The financial statements of each Fund included in the Trust's 1999 Annual
Report, filed with the SEC on November 29, 1999, 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 the 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 Fund's shares and to the
relative risks associated with the investment objectives and policies of the
Fund.

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 a 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 that any dividends or capital gain 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 that would have been purchased if all dividends and distributions paid or
distributed during the period had been immediately reinvested;

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(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.

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 Loomis Sayles Bond, Loomis Sayles Global
Bond, Loomis Sayles High Yield, Loomis Sayles Intermediate Maturity Bond, Loomis
Sayles Investment Grade Bond, Loomis Sayles Municipal Bond, Loomis Sayles
Short-Term Bond, Loomis Sayles U.S. Government Securities, and Loomis Sayles
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 Standard & Poor's Micropal,
Inc. as having similar investment objectives, (ii) the rating assigned to the
Fund by Morningstar, Inc. based on the Fund's risk-adjusted or straight
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.

VOLATILITY. Each Fund may quote various measures of its volatility and
benchmark correlation. In addition, a Fund may compare these measures to those
of other funds and indices. Measures of volatility seek to compare a Fund's
historical share price fluctuations or total returns to those of a benchmark.
Measures of benchmark correlation indicate the extent to which a Fund's returns
change in ways similar to those of the benchmark. All measures of volatility and
correlation are calculated using averages of historical data. Each Fund may
utilize charts and graphs to present its volatility and average annual total
return. Each Fund may also discuss or illustrate examples of interest rate
sensitivity.

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, but
not limited to, year-to-date, 1-year, 5-year, and 10-year performance. Lipper
classifies mutual funds by investment objective and asset category.

STANDARD & POOR'S MICROPAL, INC. distributes mutual fund rankings weekly
and monthly. The rankings are based upon performance calculated by Standard &
Poor's 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. Standard & Poor's Micropal rankings cover a variety of performance
periods, including, but not limited to, year-to-date, 1-year, 5-year, and
10-year performance. Standard & Poor's Micropal classifies mutual funds by
investment objective and asset category.

MORNINGSTAR, INC. distributes mutual fund ratings monthly. 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 Investors Service, Inc.

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STANDARD & POOR'S SELECT FUNDS are funds selected by Standard & Poor's that
have demonstrated above-average absolute and volatility-adjusted returns
relative to funds with the same investment style, along with having investment
management attributes that are consistent with the fund's investment style.
Select Fund designation is based on a six-month moving average of three years of
absolute and volatility-adjusted performance. A Select Fund designation does not
address the market risk, credit risk, or counterparty risk of a fund, nor does
it address a fund's suitability as a counterparty or obligor.

VALUE LINE INVESTMENT SURVEY is an investment advisory service that ranks
approximately 1,700 stocks for "timeliness" and safety. Using a computerized
model based on earnings momentum, Value Line projects which stocks will have the
best or worst relative price performance over the next 6 to 12 months. In
addition, each stock is assigned a risk rating, which identifies the volatility
of a stock's price behavior relative to the market average. The service also
ranks all major industry groups for timeliness.

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.

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 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 GOVERNMENT/CORPORATE INTERMEDIATE BOND INDEX. The Lehman
Brothers Government/Corporate Intermediate Bond Index consists of those bonds
held within the Lehman Brothers Government/Corporate Bond Index that have an
average maturity of 1-10 years.

LEHMAN BROTHERS 1-3 YEAR GOVERNMENT INDEX. The Index consists of 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 1-3 YEAR GOVERNMENT/CORPORATE BOND INDEX. The Index is a
market value weighted performance benchmark for government and corporate
fixed-rate debt issues with maturities of between one and three years.

LEHMAN BROTHERS GOVERNMENT BOND INDEX. The Lehman Brothers Government Bond
Index is composed of all publicly issued, non-convertible, domestic debt of the
U.S. government or any of its agencies or 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% pre-refunded bonds.

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MSCI-EAFE INDEX. The MSCI-EAFE Index contains over 1,000 stocks from 20
different countries with Japan (approximately 50%), the 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 HIGH YIELD MASTER INDEX. The Merrill Lynch High Yield Master
Index consists of fixed-rate, coupon-bearing bonds with an outstanding par that
is greater than or equal to $50 million, a maturity range greater than or equal
to one year, and a rating of less than BBB/Baa3 but not in default.

RUSSELL 2000 INDEX. The Russell 2000 Index is comprised of the 2,000
smallest companies included in the Russell 3000 Index, which represents
approximately 98% of the investable U.S. equity market.

RUSSELL MID-CAP GROWTH INDEX. The Russell Mid-Cap Growth Index is a market
capitalization weighted index of medium capitalization stocks determined by
Russell to be growth stocks as measured by their price-to-book ratios and
forecasted growth values.

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 17
countries, including the United States. 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 ("S&P") MID-CAP 400 INDEX. The S&P Mid-Cap 400 Index
consists of 400 domestic stocks chosen for market size, liquidity, and industry
group representation. It is market-weighted (stock price times shares
outstanding) with each stock affecting the index in proportion to its value. The
index is comprised of industrial, utility, financial, and transportation stocks,
in size order.

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.

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.

42
<PAGE>
INSTITUTIONAL CLASS

PERFORMANCE DATA*

The manner in which total return and yield of the Funds will be calculated
for public use is described above. The 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 September 30, 1999, (ii) for the three-year
period ended September 30, 1999, (iii) for the five-year period ended
September 30, 1999, (iv) from modified inception through September 30, 1999, and
(v) from actual inception through September 30, 1999.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
-----------------------------------------------------------------------
FOR THE
FOR THE THREE- FOR THE FROM FROM
CURRENT ONE-YEAR YEAR FIVE-YEAR MODIFIED ACTUAL
SEC PERIOD PERIOD PERIOD INCEPTION** INCEPTION***
YIELD AT ENDED ENDED ENDED THROUGH THROUGH
FUND 9/30/99 9/30/99 9/30/99 9/30/99 9/30/99 9/30/99
- ---- -------- -------- -------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles Aggressive Growth
Fund............................ N/A 97.94% N/A N/A 33.66% 33.66%
Loomis Sayles Bond Fund........... 8.45% 7.61% 8.22% 11.48% 11.95% 11.83%
Loomis Sayles Core Value Fund..... N/A 10.51% 14.20% 16.59% 13.50% 14.13%
Loomis Sayles Emerging Markets
Fund............................ N/A N/A N/A N/A N/A N/A
Loomis Sayles Global Bond Fund.... 6.58% 14.19% 7.23% 11.24% 9.13% 9.05%
Loomis Sayles Global Technology
Fund............................ N/A N/A N/A N/A N/A N/A
Loomis Sayles Growth Fund......... N/A 30.91% 16.62% 18.74% 14.16% 14.94%
Loomis Sayles High Yield Fund..... 12.01% 21.03% 5.01% N/A 5.01% 5.37%
Loomis Sayles Intermediate
Maturity Bond Fund.............. 7.41% 2.98% N/A N/A 4.69% 4.69%
Loomis Sayles International Equity
Fund............................ N/A 31.96% 10.32% 9.41% 9.56% 9.48%
Loomis Sayles Investment Grade
Bond Fund....................... 7.52% 6.53% N/A N/A 7.51% 7.51%
Loomis Sayles Mid-Cap Value Fund.. N/A 12.86% N/A N/A 8.38% 8.38%
Loomis Sayles Municipal Bond
Fund............................ 4.75% (2.83)% 5.07% 6.06% 6.53% 6.55%
Loomis Sayles Short-Term Bond
Fund............................ 6.98% 1.77% 5.94% 6.27% 5.65% 5.64%
Loomis Sayles Small Cap Growth
Fund............................ N/A 70.30% N/A N/A 22.98% 22.98%
Loomis Sayles Small Cap Value
Fund............................ N/A 12.80% 9.35% 14.70% 15.77% 15.97%
Loomis Sayles U.S. Government
Securities Fund................. 6.21% (3.50)% 7.57% 8.63% 8.78% 8.77%
Loomis Sayles Worldwide Fund...... N/A 27.82% 7.61% N/A 7.62% 7.70%
</TABLE>

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

* Performance (for other than (i) the one-year and five-year periods for the
Loomis Sayles Bond Fund and (ii) the one-year, three-year, and five-year
periods for the Loomis Sayles Core Value and Loomis Sayles Small Cap Value
Funds) would have been lower if a portion of the management fee had not been
waived by Loomis Sayles. In the absence of this limitation, actual yield and
total return would have been as follows:

43
<PAGE>

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
-----------------------------------------------------------------------
FOR THE
FOR THE THREE- FOR THE FROM FROM
CURRENT ONE-YEAR YEAR FIVE-YEAR MODIFIED ACTUAL
SEC PERIOD PERIOD PERIOD INCEPTION** INCEPTION***
YIELD AT ENDED ENDED ENDED THROUGH THROUGH
FUND 9/30/99 9/30/99 9/30/99 9/30/99 9/30/99 9/30/99
- ---- -------- -------- -------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles Aggressive Growth
Fund.............................. N/A 94.07% N/A N/A 25.23% 25.23%
Loomis Sayles Bond Fund............. 8.45% 7.61% 8.21% 11.48% 11.76% 11.65%
Loomis Sayles Core Value Fund....... N/A 10.51% 14.20% 16.59% 13.24% 13.88%
Loomis Sayles Emerging Markets
Fund.............................. N/A N/A N/A N/A N/A N/A
Loomis Sayles Global Bond Fund...... 6.39% 13.97% 6.85% 10.96% 8.48% 8.42%
Loomis Sayles Global Technology
Fund.............................. N/A N/A N/A N/A N/A N/A
Loomis Sayles Growth Fund........... N/A 30.48% 16.38% 18.59% 14.04% 14.84%
Loomis Sayles High Yield Fund....... 11.26% 19.75% (1.35)% N/A (1.35)% (0.91)%
Loomis Sayles Intermediate Maturity
Bond Fund......................... 6.09% 1.57% N/A N/A 2.29% 2.29%
Loomis Sayles International Equity
Fund.............................. N/A 31.67% 10.12% 9.29% 8.99% 8.92%
Loomis Sayles Investment Grade Bond
Fund.............................. 6.12% 4.06% N/A N/A 2.20% 2.20%
Loomis Sayles Mid-Cap Value Fund.... N/A 9.47% N/A N/A 3.46% 3.46%
Loomis Sayles Municipal Bond Fund... 3.64% (3.89)% 3.40% 4.51% 0.90% 0.91%
Loomis Sayles Short-Term Bond
Fund.............................. 6.61% 1.16% 5.30% 5.81% 4.81% 4.82%
Loomis Sayles Small Cap Growth
Fund.............................. N/A 70.11% N/A N/A 20.22% 20.22%
Loomis Sayles Small Cap Value
Fund.............................. N/A 12.80% 9.35% 14.70% 15.63% 15.83%
Loomis Sayles U.S. Government
Securities Fund................... 5.39% (3.99)% 6.96% 8.16% 8.13% 8.13%
Loomis Sayles Worldwide Fund........ N/A 24.68% 4.25% N/A 4.58% 4.74%
</TABLE>

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

** Periods less than one year are not annualized. For the Loomis Sayles
Aggressive Growth Fund, Loomis Sayles Mid-Cap Value Fund, Loomis Sayles
Small Cap Growth Fund, Loomis Sayles Intermediate Maturity Bond Fund, and
Loomis Sayles Investment Grade Bond Fund, the modified inception date is
December 31, 1996. For the Loomis Sayles Short-Term Bond Fund, the modified
inception date is August 31, 1992, for the Loomis Sayles Worldwide Fund--May
31, 1996, for the Loomis Sayles High Yield Fund--September 30, 1996, and for
all other Funds--May 31, 1991.

*** Actual Inception Dates:

<TABLE>
<S> <C>
Loomis Sayles Aggressive Growth Fund.................... December 31, 1996
Loomis Sayles Bond Fund................................. May 16, 1991
Loomis Sayles Core Value Fund........................... May 13, 1991
Loomis Sayles Emerging Markets Fund..................... November 9, 1999
Loomis Sayles Global Bond Fund.......................... May 10, 1991
Loomis Sayles Global Technology Fund.................... February 1, 2000
Loomis Sayles Growth Fund............................... May 16, 1991
Loomis Sayles High Yield Fund........................... September 11, 1996
Loomis Sayles Intermediate Maturity Bond Fund........... December 31, 1996
Loomis Sayles International Equity Fund................. May 10, 1991
Loomis Sayles Investment Grade Bond Fund................ December 31, 1996
Loomis Sayles Mid-Cap Value Fund........................ December 31, 1996
Loomis Sayles Municipal Bond Fund....................... May 29, 1991
Loomis Sayles Short-Term Bond Fund...................... August 3, 1992
Loomis Sayles Small Cap Value Fund...................... May 13, 1991
Loomis Sayles Small Cap Growth Fund..................... December 31, 1996
Loomis Sayles U.S. Government Securities Fund........... May 21, 1991
Loomis Sayles Worldwide Fund............................ May 1, 1996
</TABLE>

44
<PAGE>
RETAIL CLASS

PERFORMANCE DATA*

The manner in which total return and yield of the Funds will be calculated
for public use is described above. This table summarizes the calculation of
total return and yield for Retail Class shares of the Funds, where applicable,
(i) for the one-year period ended September 30, 1999 and (ii) since actual
inception through September 30, 1999.

<TABLE>
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN
--------------------------
CURRENT FOR THE FROM ACTUAL
SEC ONE-YEAR INCEPTION**
YIELD AT PERIOD ENDED THROUGH
FUND 9/30/99 9/30/99 9/30/99
- ---- -------- ------------ -----------
<S> <C> <C> <C>
Loomis Sayles Aggressive Growth Fund........................ N/A 97.45% 33.33%
Loomis Sayles Bond Fund..................................... 8.43% 7.30% 6.63%
Loomis Sayles Core Value Fund............................... N/A 10.18% 11.62%
Loomis Sayles Emerging Markets Fund......................... N/A N/A N/A
Loomis Sayles Global Bond Fund.............................. 6.34% 13.84% 5.86%
Loomis Sayles Global Technology Fund........................ N/A N/A N/A
Loomis Sayles Growth Fund................................... N/A 30.56% 15.68%
Loomis Sayles Intermediate Maturity Bond Fund............... 7.15% 2.62% 4.44%
Loomis Sayles International Equity Fund..................... N/A 31.56% 7.89%
Loomis Sayles Investment Grade Bond Fund.................... 7.28% 6.23% 7.24%
Loomis Sayles Mid-Cap Value Fund............................ N/A 12.51% 8.08%
Loomis Sayles Short-Term Bond Fund.......................... 6.74% 1.41% 5.39%
Loomis Sayles Small Cap Growth Fund......................... N/A 69.90% 22.72%
Loomis Sayles Small Cap Value Fund.......................... N/A 12.39% 6.23%
Loomis Sayles Worldwide Fund................................ N/A 27.59% 5.92%
</TABLE>

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

* Performance (for other than the one-year period for the Loomis Sayles Small
Cap Value Fund) would have been lower if a portion of the management fee had
not been waived by Loomis Sayles. In the absence of this limitation, actual
yield and total return would have been as follows:

45
<PAGE>

<TABLE>
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN
--------------------------
CURRENT FOR THE FROM ACTUAL
SEC ONE-YEAR INCEPTION**
YIELD AT PERIOD ENDED THROUGH
FUND 9/30/99 9/30/99 9/30/99
- ---- -------- ------------ -----------
<S> <C> <C> <C>
Loomis Sayles Aggressive Growth Fund........................ N/A 82.05% (13.80%)
Loomis Sayles Bond Fund..................................... 8.40% 7.26% 6.52%
Loomis Sayles Core Value Fund............................... N/A 7.70% 8.13%
Loomis Sayles Emerging Markets Fund......................... N/A N/A N/A
Loomis Sayles Global Bond Fund.............................. 5.92% 13.32% 4.95%
Loomis Sayles Global Technology Fund........................ N/A N/A N/A
Loomis Sayles Growth Fund................................... N/A 26.21% 7.25%
Loomis Sayles Intermediate Maturity Bond Fund............... 4.90% (0.53%) (4.43%)
Loomis Sayles International Equity Fund..................... N/A 16.98% (7.81%)
Loomis Sayles Investment Grade Bond Fund.................... 5.90% 3.68% 0.21%
Loomis Sayles Mid-cap Value Fund............................ N/A (1.41%) (16.74%)
Loomis Sayles Short-term Bond Fund.......................... 3.93% (2.33%) (5.54%)
Loomis Sayles Small Cap Growth Fund......................... N/A 68.96% 18.32%
Loomis Sayles Small Cap Value Fund.......................... N/A 12.39% 6.19%
Loomis Sayles Worldwide Fund................................ N/A 3.32% (62.95%)
</TABLE>

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

** The actual inception date for the Retail Class of each of the Funds, except
the Loomis Sayles Emerging Markets Fund and the Loomis Sayles Global
Technology Fund, is December 31, 1996. The actual inception dates for the
Retail Class of the Loomis Sayles Emerging Markets Fund and the Loomis
Sayles Global Technology Fund are May 9, 2000 and February 1, 2000,
respectively.

46
<PAGE>
ADMIN CLASS

PERFORMANCE DATA*

The manner in which total return and yield of the Funds will be calculated
for public use is described above. This table summarizes the calculation of
total return and yield for Admin Class shares of the Funds, where applicable,
(i) for the one-year period ended September 30, 1999, (ii) from modified
inception through September 30, 1999, and (iii) from actual inception through
September 30, 1999.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
------------------------------------
FOR THE FROM FROM
CURRENT ONE-YEAR MODIFIED ACTUAL
SEC PERIOD INCEPTION** INCEPTION**
YIELD AT ENDED THROUGH THROUGH
FUND 9/30/99 9/30/99 9/30/99 9/30/99
- ---- -------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Loomis Sayles Bond Fund............................... 8.16% 7.11% 2.66% 3.23%
Loomis Sayles Small Cap Value Fund.................... N/A 12.03% (2.64%) (3.79%)
</TABLE>

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

* Performance would have been lower if a portion of the management fee had not
been waived by Loomis Sayles. In the absence of this limitation, actual
yield and total return would have been as follows:

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
------------------------------------
FOR THE FROM FROM
CURRENT ONE-YEAR MODIFIED ACTUAL
SEC PERIOD INCEPTION** INCEPTION**
YIELD AT ENDED THROUGH THROUGH
FUND 9/30/99 9/30/99 9/30/99 9/30/99
- ---- -------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Loomis Sayles Bond Fund............................... 7.64% 5.90% (1.21%) (0.50%)
Loomis Sayles Small Cap Value Fund.................... N/A 11.80% (4.22%) (5.28%)
</TABLE>

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

** The modified and actual inception dates for the Admin Class of the Loomis
Sayles Bond Fund and the Loomis Sayles Small Cap Value Fund are January 31,
1998 and January 2, 1998, respectively.

47
<PAGE>
APPENDIX A

PUBLICATIONS AND OUTLETS THAT MAY CONTAIN FUND INFORMATION

ABC and affiliates

Adam Smith's Money World

America Online

Anchorage Daily News

Atlanta Constitution

Atlanta Journal

Arizona Republic

Austin American Statesman

Baltimore Sun

Bank Investment Marketing

Barron's

Bergen County Record (NJ)

Bloomberg Business News

Bond Buyer

Boston Business Journal

Boston Globe

Boston Herald

Broker World

Business Radio Network

Business Week

CBS and affiliates

CDA Investment Technologies

CFO

Changing Times

Chicago Sun Times

Chicago Tribune

Christian Science Monitor

Christian Science Monitor News Service

Cincinnati Enquirer

Cincinnati Post

CNBC

CNN

Columbus Dispatch

CompuServe

Dallas Morning News

Dallas Times-Herald

Denver Post

Des Moines Register

Detroit Free Press

Donoghues Money Fund Report

Dorfman, Dan (syndicated column)

Dow Jones News Service

Economist

FACS of the Week

Fee Adviser

Financial News Network

Financial Planning

Financial Planning on Wall Street

Financial Research Corp.

Financial Services Week

Financial World

Fitch Insights

Forbes

Fort Worth Star-Telegram

Fortune

Fox Network and affiliates

Fund Action

Fund Decoder

Global Finance

(the) Guarantor

Hartford Courant

Houston Chronicle

INC

Indianapolis Star

Individual Investor

Institutional Investor

International Herald Tribune

Internet

Investment Advisor

Investment Company Institute

Investment Dealers Digest

Investment Profiles

Investment Vision

Investor's Daily

IRA Reporter

Journal of Commerce

Kansas City Star

KCMO (Kansas City)

KOA-AM (Denver)

LA Times

Leckey, Andrew (syndicated column)

Life Association News

Lifetime Channel

Miami Herald

Milwaukee Sentinel

Money Magazine

Money Maker

Money Management Letter

Morningstar

Mutual Fund Market News

Mutual Funds Magazine

National Public Radio

National Underwriter

NBC and affiliates

New England Business

New England Cable News

New Orleans Times-Picayune

New York Daily News

48
<PAGE>
New York Times

Newark Star Ledger

Newsday

Newsweek

Nightly Business Report

Orange County Register

Orlando Sentinel

Palm Beach Post

Pension World

Pensions and Investments

Personal Investor

Philadelphia Inquirer

Porter, Sylvia (syndicated column)

Portland Oregonian

Prodigy

Public Broadcasting Service

Quinn, Jane Bryant (syndicated column)

Registered Representative

Research Magazine

Resource

Reuters

Rocky Mountain News

Rukeyser's Business (syndicated column)

Sacramento Bee

San Diego Tribune

San Francisco Chronicle

San Francisco Examiner

San Jose Mercury

Seattle Post-Intelligencer

Seattle Times

Securities Industry Management

Smart Money

St. Louis Post Dispatch

St. Petersburg Times

Standard & Poor's Outlook

Standard & Poor's Stock Guide

Stanger's Investment Advisor

Stockbroker's Register

Strategic Insight

Tampa Tribune

Time

Tobias, Andrew (syndicated column)

Toledo Blade

US News and World Report

USA Today

USA TV Network

Value Line

Wall Street Journal

Wall Street Letter

Wall Street Week

Washington Post

WBZ

WBZ-TV

WCVB-TV

WEEI

WHDH

Worcester Telegram

World Wide Web

Worth Magazine

WRKO

49
<PAGE>
APPENDIX B

ADVERTISING AND PROMOTIONAL LITERATURE

Loomis Sayles Funds' advertising, sales literature, communications to
shareholders and other promotional material may include, but is not limited to:

A total return figure or modified inception date that more accurately
compares a Fund's performance with other measures of investment return such
as data published by Lipper Analytical Services, Inc. or with the
performance of any other index.

Hypothetical calculations of a Fund's aggregate total return for a
period of time assuming the investment of a particular investment in shares
of a Fund and assuming the reinvestment of all dividends and distributions.

Specific and general investment philosophies, objectives, strategies,
processes and techniques.

Discussions and/or illustrations of the potential investment goals of a
prospective investor, investment management strategies, techniques, policies
or investment suitability of a Fund (such as value investing, market timing,
dollar cost averaging, asset allocation, constant ratio transfer, automatic
account rebalancing, and the advantages and disadvantages of investing in
tax-deferred and taxable investments).

Discussions of economic conditions, the relationship between sectors of
the economy and the economy as a whole, various securities markets, the
effects of inflation, sources of information, economic models, forecasts,
data services utilized, consulted or considered in the course of providing
advisory or other services, as well as historical performance of various
asset classes, including but not limited to, stocks, bonds and Treasury
securities.

A summary of the substance of information contained in shareholder
reports (including the investment composition of a Fund by investment,
industry sector and country weighting), as well as the views of Loomis
Sayles as to current market, economic, trade and interest rate trends,
legislative, regulatory and monetary developments, investment strategies and
related matters believed to be of relevance to a Fund. This information may
be updated as of a current date (such as the date of the performance data,
if any).

Charts, graphs or drawings which compare the investment objective,
return potential, relative stability and/or growth possibilities of the
Funds and/or other mutual funds, or illustrate the potential risks and
rewards of investment in various investment vehicles, including but not
limited to, stocks, bonds, Treasury securities and shares of a Fund and/or
other mutual funds.

A discussion of certain attributes or benefits to be derived by an
investment in a Fund and/or other mutual funds, shareholder profiles and
hypothetical investor scenarios, timely information on financial management,
tax and retirement planning and investment alternatives to certificates of
deposit and other financial instruments.

Inclusion of symbols, headlines or other material which highlight or
summarize the information discussed in more detail therein.

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 of 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 Funds as
401(k) or retirement plan funding vehicles produced by industry authorities,
research organizations, and publications.

50
<PAGE>

In addition, Loomis Sayles Funds' advertising, sales literature,
communications to shareholders and other 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

Loomis Sayles Funds' and Loomis Sayles' website

Loomis Sayles publications, including fact sheets for each Fund,

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

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 and descriptions of Loomis
Sayles' resources devoted to such staff

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

The types of clients Loomis Sayles advises, and specific identification
of, and general reference to, current individual, corporate, and
institutional clients, including pension and profit sharing plans

Loomis Sayles' method of operation, personnel, internal work
environment, procedure and philosophy

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

Loomis Sayles Funds' tag line--"Listening Harder, Delivering More"--and
statements that and examples of how Loomis Sayles Funds listens to its clients
and works hard to deliver results that exceed their expectations.