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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 2000
REGISTRATION NOS. 33-39133 AND 811-6241
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 22 /X/
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 24 /X/
(Check appropriate box or boxes)
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LOOMIS SAYLES FUNDS
(Exact name of registrant as specified in charter)
One Financial Center, Boston, MA 02111
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (617) 482-2450
Name and address
of agent for service Copy to
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Sheila M. Barry, Esq. Truman S. Casner, Esq.
Loomis, Sayles & Company, L.P. Ropes & Gray
One Financial Center One International Place
Boston, MA 02111 Boston, MA 02110
It is proposed that this filing will become effective (check appropriate box):
/ / Immediately upon filing pursuant to paragraph (b) of Rule 485
/X/ On February 1, 2000 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On _____________ pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / On _____________ pursuant to paragraph (a)(2)
If appropriate, check the following box:
/X/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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PART A. INFORMATION REQUIRED IN A PROSPECTUS
Part A is incorporated by reference to Part A of Post-Effective Amendment
No. 21 to the Registration Statement on Form N-1A of Loomis Sayles Funds (the
"Registrant") filed with the Securities and Exchange Commission (the "SEC")
on November 19, 1999.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Part B is incorporated by reference to Part B of Post-Effective Amendment
No. 21 to the Registrant's Registration Statement on Form N-1A filed with
the SEC on November 19, 1999.
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PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
(a) Agreement and Declaration of Trust. (5)
(b) By-Laws. (5)
(c) Not applicable.
(d)(1) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Bond Fund, and Loomis, Sayles & Company, L.P. (7)
(d)(2) Form of Amendment No. 1 to Advisory Agreement between the Registrant,
on behalf of its Loomis Sayles Core Value Fund, and Loomis, Sayles &
Company, L.P. (3)
(d)(3) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Emerging Markets Fund, and Loomis, Sayles & Company,
L.P. (9)
(d)(4) Form of Amendment No. 1 to Advisory Agreement between the Registrant,
on behalf of its Loomis Sayles Global Bond Fund, and Loomis, Sayles &
Company, L.P. (3)
(d)(5) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Global Technology Fund, and Loomis, Sayles & Company,
L.P. to be filed by amendment.
(d)(6) Form of Amendment No. 1 to Advisory Agreement between the Registrant,
on behalf of its Loomis Sayles Growth Fund, and Loomis, Sayles &
Company, L.P. (3)
(d)(7) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles High Yield Fund, and Loomis, Sayles & Company, L.P. (2)
(d)(8) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Intermediate Maturity Bond Fund, and Loomis, Sayles &
Company, L.P. (3)
(d)(9) Form of Amendment No. 1 to Advisory Agreement between the Registrant,
on behalf of its Loomis Sayles International Equity Fund, and Loomis,
Sayles & Company, L.P. (3)
(d)(10) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Investment Grade Bond Fund, and Loomis, Sayles & Company,
L.P. (3)
(d)(11) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Managed Bond Fund, and Loomis, Sayles & Company, L.P. (6)
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(d)(12) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Aggressive Growth Fund, formerly known as the Loomis
Sayles Mid-Cap Growth Fund, and Loomis, Sayles & Company, L.P. (3)
(d)(13) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Mid-Cap Value Fund, and Loomis, Sayles & Company,
L.P. (3)
(d)(14) Form of Amendment No. 1 to Advisory Agreement between the Registrant,
on behalf of its Loomis Sayles Municipal Bond Fund, and Loomis, Sayles
& Company, L.P. (3)
(d)(15) Form of Amendment No. 1 to Advisory Agreement between the Registrant,
on behalf of its Loomis Sayles Short-Term Bond Fund, and Loomis, Sayles
& Company, L.P. (3)
(d)(16) Form of Advisory Agreement between the Registrant, on behalf of its
Loomis Sayles Small Cap Growth Fund, and Loomis, Sayles & Company,
L.P. (3)
(d)(17) Form of Amendment No. 1 to Advisory Agreement between the Registrant,
on behalf of its Loomis Sayles Small Cap Value Fund, and Loomis, Sayles
& Company, L.P. (3)
(d)(18) Form of Amended and Restated Investment Advisory Agreement between the
Registrant, on behalf of its Loomis Sayles U.S. Government Securities
Fund, and Loomis, Sayles & Company, L.P. (7)
(d)(19) Form of Amendment No. 1 to Advisory Agreement between the Registrant,
on behalf of its Loomis Sayles Worldwide Fund, and Loomis, Sayles &
Company, L.P. (3)
(e) Form of Amended and Restated Distribution Agreement. (9)
(f) Not Applicable.
(g)(1) Form of Custodian Agreement. (5)
(g)(2) Letter Agreement between the Registrant and State Street Bank and Trust
Company relating to the applicability of the Custodian Agreement to
Loomis Sayles Short-Term Bond Fund. (4)
(g)(3) Letter Agreement between the Registrant and State Street Bank and Trust
Company relating to the applicability of the Custodian Agreement to
Loomis Sayles High Yield Fund. (4)
(g)(4) Letter Agreement between the Registrant and State Street Bank and Trust
Company relating to the applicability of the Custodian Agreement to
Loomis Sayles Intermediate Maturity Bond Fund, Loomis Sayles Investment
Grade Bond Fund, Loomis Sayles Aggressive
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Growth Fund (formerly known as Loomis Sayles Mid-Cap Growth Fund),
Loomis Sayles Mid-Cap Value Fund, and Loomis Sayles Small Cap Growth
Fund. (4)
(g)(5) Form of Letter Agreement between the Registrant and State Street Bank
and Trust Company relating to the applicability of the Custodian
Agreement to Loomis Sayles Worldwide Fund. (4)
(g)(6) Form of Letter Agreement between the Registrant and State Street Bank
and Trust Company relating to the applicability of the Custodian
Agreement to Loomis Sayles Managed Bond Fund. (7)
(g)(7) Form of Letter Agreement between the Registrant and State Street Bank
and Trust Company relating to the applicability of the Custodian
Agreement to Loomis Sayles Global Technology Fund to be filed by
amendment.
(g)(8) Form of Letter Agreement between the Registrant and State Street Bank
and Trust Company relating to the applicability of the Custodian
Agreement to Loomis Sayles Emerging Markets Fund to be filed by
amendment.
(h)(1) Form of Transfer Agency and Service Agreement between the Registrant
and State Street Bank and Trust Company. (5)
(h)(2) Letter Agreement between the Registrant and State Street Bank and Trust
Company relating to the applicability of the Transfer Agency and
Service Agreement to Loomis Sayles Short-Term Bond Fund. (4)
(h)(3) Letter Agreement between the Registrant and State Street Bank and Trust
Company relating to the applicability of the Transfer Agency and
Service Agreement to Loomis Sayles High Yield Fund and Loomis Sayles
Worldwide Fund. (4)
(h)(4) Letter Agreement between the Registrant and State Street Bank and Trust
Company relating to the applicability of the Transfer Agency and
Service Agreement to Loomis Sayles Intermediate Maturity Bond Fund,
Loomis Sayles Investment Grade Bond Fund, Loomis Sayles Aggressive
Growth Fund (formerly known as Loomis Sayles Mid-Cap Growth Fund),
Loomis Sayles Mid-Cap Value Fund, and Loomis Sayles Small Cap Growth
Fund. (4)
(h)(5) Letter Agreement between the Registrant and State Street Bank and Trust
Company relating to the applicability of the Transfer Agency and
Service Agreement to Loomis Sayles Global Technology Fund to be filed
by amendment.
(h)(6) Transfer Agency and Service Agreement between the Registrant, on behalf
of its Loomis Sayles Managed Bond Fund, and State Street Bank and Trust
Company. (7)
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(h)(7) Transfer Agency and Service Agreement between the Registrant, on behalf
of its Loomis Sayles Emerging Markets Fund and Class J shares of Loomis
Sayles Investment Grade Bond Fund, and State Street Bank and Trust
Company to be filed by amendment.
(i)(1) Opinion and Consent of Counsel. (3)
(i)(2) Form of Opinion and Consent of Counsel relating to Loomis Sayles
Managed Bond Fund. (6)
(i)(3) Opinion and Consent of Counsel relating to Loomis Sayles Emerging
Markets Fund and Loomis Sayles Global Technology Fund to be filed by
amendment.
(j) Not Applicable.
(k) Not Applicable.
(l)(1) Investment Representation Regarding Initial Shares. (5)
(l)(2) Form of Organizational Expense Reimbursement Agreement. (5)
(m)(1) Form of Distribution Plan for Retail Class shares. (3)
(m)(2) Form of Distribution Plan for Admin Class shares. (5)
(m)(3) Form of Distribution Plan for Class A shares to be filed by amendment.
(m)(4) Form of Service and Distribution Plan relating to Loomis Sayles Managed
Bond Fund. (6)
(m)(5) Form of Service and Distribution Plan relating to Class J shares of
Loomis Sayles Investment Grade Bond Fund. (8)
(n) Amended and Restated Rule 18f-3(d) Plan. (9)
(o)(1) Powers of Attorney for Daniel J. Fuss, Richard S. Holway, and Michael
T. Murray. (1)
(o)(2) Power of Attorney for Joseph Alaimo. (9)
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(1) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 7 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on February 16, 1996.
(2) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 10 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on August 30, 1996.
(3) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 11 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on October 9, 1996.
(4) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 12 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on March 10, 1997.
(5) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 13 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on October 31, 1997.
(6) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 15 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on August 5, 1998.
(7) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 17 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on November 30, 1998.
(8) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 18 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on April 12, 1999.
(9) Incorporated by reference to the Exhibit to Post-Effective Amendment
No. 21 to the Registrant's Registration Statement under the Securities
Act of 1933 filed with the SEC on November 19, 1999.
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ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable.
ITEM 25. INDEMNIFICATION
Article VIII of the Registrant's Agreement and Declaration of Trust (Exhibit (a)
hereto) and Article 4 of the Registrant's By-Laws (Exhibit (b) hereto) provide
for indemnification of its trustees and officers. The effect of these provisions
is to provide indemnification for each of the Registrant's trustees and officers
against liabilities and counsel fees reasonably incurred in connection with the
defense of any legal proceeding in which such trustee or officer may be involved
by reason of being or having been a trustee or officer, except with respect to
any matter as to which such trustee or officer shall have been adjudicated not
to have acted in good faith and in the reasonable belief that such trustee's or
officer's action was in the best interest of the Registrant, and except that no
trustee or officer shall be indemnified against any liability to the Registrant
or its shareholders to which such trustee or officer otherwise would be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of such trustee's or officer's
office.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Loomis, Sayles & Company, L.P. ("Loomis Sayles"), the investment adviser of the
Registrant, provides investment advice to the nine series of Loomis Sayles
Investment Trust, six series of New England Funds Trust I, one series of New
England Funds Trust II, and two series of New England Zenith Funds, all of which
are registered investment companies, and to other registered investment
companies, organizations, and individuals.
The sole general partner of Loomis Sayles is Loomis, Sayles & Company, Inc., One
Financial Center, Boston, Massachusetts 02111.
ITEM 27. PRINCIPAL UNDERWRITERS
The Registrant's principal underwriter is Loomis Sayles Distributors, L.P., the
sole general partner of which is Loomis Sayles Distributors, Inc. Loomis Sayles
is a limited partner of Loomis Sayles Distributors, L.P. Each of these entities
is located at One Financial Center, Boston, Massachusetts 02111.
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ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The following companies maintain possession of the documents required by the
specified rules:
(a) Registrant
Rule 31a-1(b)(4), (9), (10), (11)
Rule 31a-2(a)
(b) State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Rule 31a-1(a)
Rule 31a-1(b)(1), (2), (3), (5), (6), (7), (8)
Rule 31a-2(a)
(c) Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
Rule 31a-1(f)
Rule 31a-2(e)
(d) Loomis Sayles Distributors, L.P.
One Financial Center
Boston, MA 02111
Rule 31a-1(d)
Rule 31a-2(c)
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
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NOTICE
A copy of the Agreement and Declaration of Trust of the Registrant is on file
with the Secretary of The Commonwealth of Massachusetts and the Clerk of the
City of Boston and notice is hereby given that this Registration Statement has
been executed on behalf of the Registrant by officers of the Registrant as
officers and not individually and by its Trustees as trustees and not
individually and that the obligations of or arising out of this Registration
Statement are not binding upon any of the Trustees, officers, or shareholders
individually but are binding only upon the assets and property of the
Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets the
requirements for effectiveness of this amendment pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, The Commonwealth of
Massachusetts, on the 13th day of January, 2000.
LOOMIS SAYLES FUNDS
By: DANIEL J. FUSS*
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Daniel J. Fuss, President
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this amendment to the Registration Statement of
the Registrant has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
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DANIEL J. FUSS* President and Trustee January 13, 2000
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Daniel J. Fuss
MARK W. HOLLAND Treasurer January 13, 2000
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Mark W. Holland
JOSEPH ALAIMO* Trustee January 13, 2000
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Joseph Alaimo
RICHARD S. HOLWAY* Trustee January 13, 2000
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Richard S. Holway
MICHAEL T. MURRAY* Trustee January 13, 2000
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Michael T. Murray
*By: MARK W. HOLLAND
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Mark W. Holland, Attorney-in-fact
January 13, 2000
