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LOOMIS SAYLES FUNDS
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LOOMIS SAYLES FUNDS
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(Name of Registrant as Specified In Its Charter)
LOOMIS SAYLES FUNDS
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:
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Please note if you own more than one fund you will find enclosed a proxy card
for each fund. Please be sure to vote all cards and return them in the
enclosed envelope.
As a Loomis Sayles Funds shareholder, you now have the option of receiving
your Fund's financial reports and prospectuses via email. To apply for this
benefit at this time, you must vote your proxy via the Internet.
If you have questions, please call (800) 633-3330 to speak with a Loomis
Sayles representative.
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August 21, 2000
Dear Shareholders:
[PHOTO]
Loomis, Sayles & Company, L.P. is pleased to inform you
that our parent company, Nvest Companies, L.P. (Nvest), has
agreed to be acquired by France's Caisse des Depots Group's
investment management arm--CDC Asset Management (CDC AM).
A special meeting of shareholders will be held on October 5, 2000. The
purpose of the meeting is to vote on a new Advisory Agreement for each fund
since the current agreements will end when Nvest is acquired by the new parent
company, CDC AM.
We would like to take this opportunity to emphasize that our investment
independence and autonomy will continue uninterrupted. We want to assure you
as a shareholder that the transaction is not expected to result in any changes
in our management, investment philosophy, operating procedures or client
service functions.
Enclosed you will find a proxy statement and a "Proposal Overview" that
provide information on the proposal and information about how to cast your
vote. Please read the entire proxy statement prior to voting since the summary
is meant to be a brief overview for your reference.
If you have any questions or would like additional information before you
vote, please call us at (800) 633-3330.
Sincerely,
[LOGO]
Daniel J. Fuss
President,
Loomis Sayles Funds
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PROPOSAL OVERVIEW
Below is an overview of the proposal for shareholder vote. Your vote is
important to us. Please read the entire enclosed proxy statement prior to
voting. We appreciate your interest in Loomis Sayles Funds and look forward to
serving you in the future.
What is the proposal?
To approve a new Advisory Agreement for each Fund
What is the purpose of an Advisory Agreement?
An Advisory Agreement provides that the Adviser (Loomis, Sayles & Company,
L.P.), under the Trustees' supervision, will (1) decide what securities to buy
and sell for a Fund's portfolio, (2) select brokers and dealers to carry out
portfolio transactions for the Fund and (3) provide officers, office space and
certain administrative services to the Fund.
Why are the Trustees proposing a new Advisory Agreement for each Fund?
The current Advisory Agreements will terminate when the Adviser's parent
company, Nvest Companies, L.P. (Nvest) is acquired by a new parent company,
CDC Asset Management (CDC AM). Under the Investment Company Act of 1940, the
advisory agreements of mutual funds automatically terminate when an investment
adviser or its parent company undergo a change of ownership.
Why do you need my vote?
Under the Investment Company Act of 1940, a Fund cannot enter into a new
Advisory Agreement unless the shareholders of that Fund vote to approve the
new agreement.
Will the advisory fee rate change?
No change in advisory fee rate is being proposed.
When will the acquisition take place?
The acquisition is expected to take place before the end of the year. The
acquisition will occur only if various conditions are met, including certain
government approvals and approval by vote of the unit holders of Nvest and
Nvest, L.P., Nvest's advising general partner.
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How will the acquisition affect my fund account(s)?
As a mutual fund shareholder, you will continue to receive the same high
level of service and disciplined investment management to which you have
become accustomed. The acquisition is not expected to result in any changes in
the Adviser's management, investment philosophy, operating procedures or
client service functions. As a firm, the Adviser stands to benefit from the
worldwide support of an institution of the quality of CDC AM.
Tell me more about CDC AM.
CDC AM is a part of Caisse des Depots et Consignations ("CDC"). Founded in
1816, CDC is a major diversified financial institution with a strong global
presence in banking, insurance, investment banking, asset management and
global custody industries.
How can I vote?
By mail. Vote, sign and return the enclosed proxy card
By telephone. Call (800) 690-6903
By Internet. Visit http://www.proxyvote.com
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Loomis Sayles Funds
One Financial Center
Boston, MA 02111
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 Managed Bond Fund
Loomis Sayles Mid-Cap Value Fund
Loomis Sayles Municipal Bond Fund
Loomis Sayles Research Fund
Loomis Sayles Short-Term Bond Fund
Loomis Sayles Small Cap Growth Fund
Loomis Sayles Small Cap Value Fund
Loomis Sayles U.S. Government Fund
Loomis Sayles Worldwide Fund
(the "Funds")
Notice of Special Meeting of Shareholders
October 5, 2000
A special meeting of the shareholders of each Fund will be held on October
5, 2000 at 2:00 P.M. Eastern time at the offices of Loomis Sayles Funds on the
34th floor of One Financial Center, Boston, Massachusetts, for these purposes:
1. To approve a new Advisory Agreement with Loomis, Sayles & Company,
L.P., for each Fund.
2. To consider and act upon any other matters that properly come before
the meeting and any adjourned session of the meeting.
Shareholders of record at the close of business on August 7, 2000 are
entitled to notice of and to vote at the meeting and any adjourned session.
By order of the Board of
Trustees,
Sheila M. Barry
Secretary
August 21, 2000
Please respond. Your vote is important. Please complete, sign, date and
return the enclosed proxy card, or vote by phone or via the internet,
whether or not you plan to attend the meeting.
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PROXY STATEMENT
Loomis Sayles Funds
One Financial Center
Boston, MA 02111
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 Managed Bond Fund
Loomis Sayles Mid-Cap Value Fund
Loomis Sayles Municipal Bond Fund
Loomis Sayles Research Fund
Loomis Sayles Short-Term Bond Fund
Loomis Sayles Small Cap Growth Fund
Loomis Sayles Small Cap Value Fund
Loomis Sayles U.S. Government Fund
Loomis Sayles Worldwide Fund
(the "Funds")
The Trustees of Loomis Sayles Funds (the "Trustees") are soliciting proxies
from the shareholders of each of the Funds in connection with a special
meeting of shareholders of each Fund (the "Meeting"). The Meeting will be held
on October 5, 2000 at 2:00 P.M. Eastern time at the offices of Loomis Sayles
Funds on the 34th Floor, One Financial Center, Boston, MA 02111. The meeting
notice, this Proxy Statement and proxy cards are being sent on or about August
21, 2000 to shareholders of record at the close of business on August 7, 2000
(the "Record Date").
The only item of business that the Trustees expect will come before the
Meeting is approval of a new Advisory Agreement (Management Agreement in the
case of the Managed Bond Fund) for each Fund (each Fund's "New Advisory
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Agreement") with Loomis, Sayles & Company, L.P. (the "Adviser"). As explained
below, the proposed New Advisory Agreement for each Fund is identical (except
for its date) to the Advisory Agreement currently in effect for that Fund
(each Fund's "Current Advisory Agreement").
The reason the Trustees are proposing the New Advisory Agreement for each
Fund is that the Current Advisory Agreements will terminate when the Adviser's
parent company, Nvest Companies, L.P. ("Nvest"), is acquired by a new parent
company, CDC Asset Management ("CDC AM," with the acquisition being referred
to as the "Acquisition"). (A federal law, the Investment Company Act of 1940,
as amended (the "Investment Company Act") provides generally that the advisory
agreements of mutual funds automatically terminate when the investment adviser
or its parent company undergo a significant change of ownership.) The Trustees
have carefully considered the matter and have concluded that it is appropriate
to enter into the New Advisory Agreement for each Fund, so that the Adviser
can continue to manage each Fund following the Acquisition on the same terms
as are now in effect.
The Acquisition will be consummated only if certain conditions are satisfied
(or waived by the parties if permitted by law). These conditions include,
among others, certain government approvals of the Acquisition and approval of
the Acquisition by vote of the unitholders of Nvest and Nvest, L.P., Nvest's
advising general partner. Nvest currently expects that the consummation of the
Acquisition will occur during the fourth calendar quarter of 2000, but the
Acquisition could be delayed. If the Acquisition is not consummated, the New
Advisory Agreements would not be needed because the automatic termination of
the Current Advisory Agreements would not occur.
Under the Investment Company Act, a Fund cannot enter into a New Advisory
Agreement unless the shareholders of that Fund vote to approve the New
Advisory Agreement. The Meeting is being held to seek shareholder approval of
the New Advisory Agreements. No change in advisory fee rate is being proposed
for any of the Funds.
Shareholders of each Fund will vote with regard to the New Advisory
Agreement only for that Fund. Each share is entitled to cast one vote, and
fractional shares are entitled to a proportionate fractional vote.
The Trustees unanimously recommend that the shareholders of each Fund vote
to approve the New Advisory Agreement for that Fund.
Description of the New Advisory Agreements
The New Advisory Agreement for each Fund is identical to the Current
Advisory Agreement for that Fund, except that the date of each New Advisory
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Agreement will be the date of the consummation of the Acquisition (the
"Closing Date"). Appendix A to this Proxy Statement sets forth information
about the Current Advisory Agreements, including the dates of the Current
Advisory Agreements and the advisory fee rates under both the New Advisory
Agreements and the Current Advisory Agreements. Appendix B to this Proxy
Statement contains the form of the New Advisory Agreements. The terms of the
Current Advisory Agreements and the New Advisory Agreements are substantially
the same as the form of New Advisory Agreement in Appendix B, except for (1)
the names of the Funds, (2) the dates of the Agreements and (3) the fee rates.
The next several paragraphs briefly summarize some important provisions of the
New Advisory Agreements, but for a complete understanding of the New Advisory
Agreements you should read Appendixes A and B.
Each New Advisory Agreement essentially provides that the Adviser, under the
Trustees' supervision, will (1) decide what securities to buy and sell for the
Fund's portfolio, (2) select brokers and dealers to carry out portfolio
transactions for the Fund and (3) provide officers, office space and certain
administrative services to the Fund.
Each New Advisory Agreement provides that it will continue in effect for an
initial period of two years (beginning on the Closing Date). After that, it
will continue in effect from year to year as long as its continuation is
approved at least annually (i) by the Trustees 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," as that term is
defined in the Investment Company Act, of the Trust or the Adviser (these
Trustees who are not "interested persons" are referred to below as the
"Independent Trustees").
Each New Advisory Agreement may be terminated without penalty by vote of the
Trustees or by vote of a majority of the outstanding voting securities of the
relevant Fund, on sixty days' written notice to the Adviser, or by the Adviser
upon ninety days' written notice to the Trust, and each terminates
automatically in the event of its "assignment," as defined in the Investment
Company Act. The Investment Company Act defines "assignment" to include, in
general, transactions in which a significant change in the ownership of an
investment adviser or its parent company occur (such as the Acquisition).
In addition, each New Advisory Agreement will automatically terminate if the
Adviser requires the relevant Fund to change its name so as to eliminate all
references to the words "Loomis" or "Sayles," unless the continuance of such
New Advisory Agreement after such change is approved by vote of a majority of
the outstanding voting securities of the Fund and by vote of a majority of the
Trustees, including a majority of the Independent Trustees.
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Each New Advisory Agreement provides that the Adviser will not be liable to
the relevant Fund or its shareholders, except for liability arising from the
Adviser's willful misfeasance, bad faith, gross negligence or reckless
disregard of duty.
Basis for the Trustees' Recommendation
The Trustees determined at a meeting held on August 7, 2000 to recommend
that each Fund's shareholders vote to approve the New Advisory Agreement for
that Fund.
In making this determination, the Trustees considered a wide range of
information of the type they regularly consider when determining whether to
continue a Fund's advisory agreement as in effect from year to year. The
Trustees considered information about, among other things:
. the Adviser and its personnel (including particularly those personnel
with responsibilities for providing services to the Funds), resources
and investment process;
. the terms of the relevant advisory agreements (in this case, the New
Advisory Agreements);
. the scope and quality of the services that the Adviser has been
providing to the Funds;
. the investment performance of the Funds and of similar funds managed
by other advisers;
. the advisory fee rates payable to the Adviser by the Funds and by
other funds and client accounts managed by the Adviser, and payable by
similar funds managed by other advisers (Appendix C to this Proxy
Statement contains information comparing each Fund's advisory fee
schedule to the fee schedule for other funds managed by the Adviser
that have similar investment objectives);
. the total expense ratios of the Funds and of similar funds managed by
other advisers;
. the Adviser's practices regarding the selection and compensation of
brokers and dealers that execute portfolio transactions for the Funds,
and the brokers' and dealers' provision of brokerage and research
services to the Adviser (see "Certain Brokerage Matters" below for
more information about these matters); and
. compensation payable by the Funds to affiliates of the Adviser for
other services (see Appendix D to this Proxy Statement for more
information about this compensation); these services are expected to
continue after the approval of the New Advisory Agreements.
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In addition to reviewing the aforementioned types of information, which the
Trustees regularly consider on an annual or more frequent basis, the Trustees
gave particular consideration to matters relating to the possible effects on
the Adviser and the Funds of the Acquisition. Among other things, the Trustees
considered:
. the stated intention of Nvest and CDC AM that the Adviser will
continue to have a high degree of managerial autonomy from its parent
organizations and from other subsidiaries of Nvest;
. the stated intention of Nvest, CDC AM and the Adviser that the
acquisition not change the investment approach or process used by the
Adviser in managing the Funds;
. representations of senior executives of the Adviser and the portfolio
managers of the Funds that they have no intention of terminating their
employment with the Adviser as a result of the Acquisition, and
representations of the Adviser, Nvest and CDC AM that they have no
intention of terminating the employment of these executives or
portfolio managers as a result of the Acquisition;
. certain actions taken by CDC AM, Nvest and the Adviser intended to
help retain and provide incentives to key personnel of Nvest and the
Adviser;
. assurances from the Adviser that it has no plans, as a result of or in
connection with the Acquisition, to change or discontinue existing
arrangements under which it waives fees or bears expenses of certain
of the Funds; and
. the general reputation and the financial resources of CDC AM and its
parent organizations.
In addition, the Trustees considered that the agreement relating to the
Acquisition provides that CDC AM and its immediate parent company will
(subject to certain qualifications) use their reasonable best efforts to
assure compliance with Section 15(f) of the Investment Company Act. Section
15(f) provides that a mutual fund investment adviser or its affiliates can
receive benefit or compensation in connection with a change of control of the
investment adviser (e.g., the change of control of the Adviser's parent as a
result of the Acquisition) if two conditions are satisfied. First, for three
years after the change of control, at least 75% of the members of the board of
any registered investment company advised by the adviser must consist of
persons who are not "interested persons," as defined in the Investment Company
Act, of the adviser. (No change in the current board of Loomis Sayles Funds is
required to satisfy this condition.) Second, no "unfair burden" may be imposed
on any such registered investment company as a result of the change of control
transaction or any express or implied terms, conditions or understandings
applicable to the transaction. "Unfair burden" means any
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arrangement, during the two years after the transaction, by which the
investment adviser or any "interested person" of the adviser receives or is
entitled to receive any compensation, directly or indirectly, from such
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any other person in connection
with the purchase or sale of securities or other property to, from or on
behalf of such investment company.
After carefully considering the information summarized above, the Trustees,
including the Independent Trustees, unanimously voted to approve the New
Advisory Agreement for each Fund and to recommend that each Fund's
shareholders vote to approve the New Advisory Agreement for that Fund.
Information About the Ownership of the Adviser and the CDC AM/Nvest
Transaction
The Adviser is a limited partnership that has one general partner, Loomis,
Sayles & Company, Inc. (the "Adviser General Partner"). Robert J. Blanding is
the principal executive officer of the Adviser. His principal occupation is
Chairman and Chief Executive Officer of the Adviser. The address of the
Adviser and the Adviser General Partner is One Financial Center, Boston, MA
02111. The address of Mr. Blanding is 555 California Street, San Francisco, CA
94104. The Adviser General Partner is a direct wholly-owned subsidiary of
Nvest Holdings, Inc. ("Nvest Holdings"), which in turn is a direct wholly-
owned subsidiary of Nvest. Nvest's managing general partner, Nvest
Corporation, is a direct wholly-owned subsidiary of MetLife New England
Holdings, Inc. MetLife New England Holdings, Inc. is a direct wholly-owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"). Nvest
Corporation is also the sole general partner of Nvest, L.P. Nvest, L.P.,
Nvest's advising general partner, is a publicly traded company listed on the
New York Stock Exchange. In addition to owning Nvest Corporation, MetLife
owns, directly or indirectly, approximately 48% of the limited partnership
interests in Nvest. Nvest, L.P. owns approximately 15% of Nvest. (These
percentages, which are as of June 30, 2000, do not reflect the vesting and
exercise, described below, of various options held by personnel of Nvest and
of its affiliates, including the Adviser, to acquire limited partnership units
of Nvest, L.P.) If the Acquisition is completed, Nvest Corporation will cease
to be the managing general partner of Nvest and the general partner of Nvest,
L.P., and MetLife will cease to own any partnership interest in Nvest. MetLife
is a wholly-owned subsidiary of MetLife, Inc., a publicly traded company
listed on the New York Stock Exchange. The address of Nvest, Nvest
Corporation, Nvest Holdings and Nvest, L.P. is 399 Boylston Street, Boston,
Massachusetts 02116. The address of MetLife New England Holdings, Inc.,
MetLife and MetLife, Inc. is One Madison Avenue, New York, New York 10010.
On June 16, 2000, Nvest and CDC AM announced that they and certain of their
respective affiliated companies had entered into an Agreement and Plan of
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Merger (the "Merger Agreement"). Under the Merger Agreement, CDC AM would
acquire all of the outstanding units of partnership interest in both Nvest and
Nvest, L.P., at a price of $40 per unit. This price is subject to reduction
(but not below $34 per unit) based in part on a formula that takes into
account the investment advisory fees payable to the Adviser and other Nvest
affiliates by their mutual fund and other investment advisory clients that
have consented to the transaction. Under this formula, the price per unit that
CDC AM will pay to acquire Nvest, including the price it will pay to those
Loomis Sayles Funds' trustees and officers who have been granted options to
acquire units (see below), could be reduced if a Fund's shareholders do not
approve the New Advisory Agreement for that Fund. Assuming a transaction price
of $40 per unit, and the number of units and options outstanding as of June
30, 2000, the aggregate price payable by CDC AM to acquire all of the units of
Nvest will be approximately $1.5 billion, and the aggregate price payable by
CDC AM to acquire all of the units of Nvest, L.P. (including payments with
respect to units subject to options) will be approximately $375 million.
The transaction will not occur unless various conditions are satisfied (or
waived by the parties, if permitted by law). One of these conditions is
obtaining approval or consent from investment advisory clients of the Adviser
and other Nvest affiliates (including mutual fund clients) whose advisory fees
represent a specified percentage of the total advisory fee revenues of the
Nvest organization. Because of this condition, approval or disapproval by a
Fund's shareholders of a New Advisory Agreement for that Fund, taken together
with other clients' consents or approvals, could affect whether or not the
transaction occurs. As described below, certain trustees and officers of
Loomis Sayles Funds will receive certain material payments or benefits if the
transaction occurs. The transaction will result in the automatic termination
of the Current Advisory Agreements. If for some reason the transaction does
not occur, the New Advisory Agreements will not be entered into, even if they
have been approved by the Funds' shareholders.
As a result of the Acquisition, Nvest and Nvest, L.P. would become indirect
wholly-owned subsidiaries of CDC AM, which in turn is 60% owned by CDC
Finance, a wholly-owned subsidiary of Caisse des Depots et Consignations
("CDC"). Founded in 1816, CDC is a major diversified financial institution
with a strong global presence in the banking, insurance, investment banking,
asset management and global custody industries. In addition to its 60%
ownership of CDC AM through CDC Finance, CDC owns 40% of CNP Assurances, the
leading French insurance company, which itself owns 20% of CDC AM. CDC also
owns 35% of Caisse National des Caisses d'Epargne, which also owns 20% of CDC
AM. CDC is 100% owned by the French state. The main place of business of CDC
AM is 7, place des Cinq Martyrs du Lycee Buffon, 75015 Paris, France. The
registered
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address of CDC Finance is 56, rue de Lille, 75007 Paris, France. The
registered address of CDC is 56, rue de Lille, 75007 Paris, France. The
registered address of CNP Assurances is 4, place Raoul Dautry, 75015 Paris,
France. The registered address of Caisse National des Caisses d'Epargne is 5,
rue Masseran, 75007 Paris, France. Following the acquisition, it is expected
that Nvest will be renamed CDC Asset Management-North America.
Various personnel of Nvest and of its affiliates, including the Adviser,
have previously been granted options to purchase limited partnership units of
Nvest, L.P. ("Nvest L.P. Units"). The Merger Agreement provides that these
options will vest and become fully exercisable immediately before the
Acquisition, even though some of these options would not otherwise have vested
or been exercisable at that time. Each option will be converted into the right
to receive cash from Nvest in an amount equal to the difference between the
option's exercise price and the transaction price of $40 per unit (subject to
reduction as described previously, but not below $34 per unit).
Certain Relationships and Interests of Loomis Sayles Funds Trustees and
Officers. Daniel J. Fuss, a Trustee and officer of Loomis Sayles Funds, and
the persons listed on Appendix F, are officers of Loomis Sayles Funds, and are
also officers or employees of the Adviser, directors of the Adviser General
Partner or directors of Nvest Corporation (collectively, the "Adviser
Affiliates"). Some of the Adviser Affiliates, including Mr. Fuss, are
participants in the Loomis Sayles Equity Sharing Plan, which entitles them to
a share of the profits earned by Loomis Sayles under certain circumstances.
Some of the Adviser Affiliates, including Mr. Fuss, own partnership units in
Nvest or Nvest, L.P. or have the right to acquire partnership units under
options and, upon completion of CDC AM's acquisition of Nvest, will receive
the consideration provided in the Merger Agreement for the partnership units
they own or have the right to acquire under options. Depending on the number
of units an Adviser Affiliate owns or has the right to acquire, the amount of
consideration he or she receives could be substantial. In addition, the Merger
Agreement provides that, in connection with CDC AM's acquisition of Nvest,
certain Adviser Affiliates, including Mr. Fuss, would enter into ongoing
employment agreements or participate in a retention program described below.
Among other matters, such an employment agreement would generally restrict an
employee from competing with the Adviser and soliciting clients of the Adviser
and would provide for substantial payments to be made if the employee remains
employed for specified periods of up to five years, in addition to regular
salary and bonus payments. Under the retention program, certain Adviser
Affiliates would receive cash retention awards payable over one to three
years. To receive these awards, which are in addition to regular salary and
bonus payments and in some cases may be substantial in amount, an eligible
Adviser Affiliate must remain employed by the Adviser and must agree to
refrain from competing with the Adviser and soliciting clients of the Adviser.
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Certain Brokerage Matters
In their consideration of the New Advisory Agreements, the Trustees took
into account the Adviser's practices regarding the selection and compensation
of brokers and dealers that execute portfolio transactions for the Funds, and
the brokers' and dealers' provision of brokerage and research services to the
Adviser. The Adviser has informed the Trustees that it does not expect to
change these practices as a result of the Acquisition. The following is a
summary of these practices.
In placing orders for the purchase and sale of portfolio securities for each
Fund, the Adviser 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 the Adviser, a
more favorable price can be obtained by carrying out such transactions through
other brokers or dealers.
The Adviser 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. The Adviser
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 Technology Fund, the Loomis Sayles High Yield 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 the Adviser 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
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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 the Adviser's expenses. Such services may be used by the Adviser 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, the Adviser
follows the same policies as for the other Funds except that the Adviser may
cause these Funds to pay a broker-dealer that provides brokerage and research
services to the Adviser 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. The Adviser 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 the Adviser's overall
responsibilities to the Trust and its other clients. The Adviser's 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.
Other Information
Principal Underwriter's Address. The address of the Funds' principal
underwriter, Loomis Sayles Distributors, L.P., an affiliate of the Adviser, is
One Financial Center, Boston, MA 02111.
Fund Annual and Semi-Annual Reports. The Funds have previously sent their
Annual and Semi-Annual Reports dated September 30, 1999 and March 31, 2000,
respectively to shareholders. You can obtain a copy of these Reports without
charge by writing to Loomis Sayles Funds, One Financial Center, Boston, MA
02111, or by calling (800) 633-3330.
Outstanding Shares and Significant Shareholders. Appendix E to this Proxy
Statement lists for each Fund the total number of shares outstanding as of the
Record Date for each class of the Fund's shares entitled to vote at the
Meeting. It also identifies holders of more than 5% of any class of shares of
each Fund, and contains information about the shareholdings in the Funds of
the Trustees and the executive officers of the Funds.
10
<PAGE>
Information About Proxies and the Conduct of the Meeting
Solicitation of Proxies. Proxies will be solicited primarily by mailing this
Proxy Statement and its enclosures, but proxies may also be solicited through
further mailings, telephone calls, personal interviews or e-mail by officers
of the Funds or by employees or agents of the Adviser or of Nvest and its
affiliated companies. In addition, D.F. King & Co., Inc., has been engaged to
assist in the solicitation of proxies, at an estimated cost of $74,000.
Costs of Solicitation. All of the costs of the Meeting, including the costs
of soliciting proxies, will be paid by the Adviser, Nvest or CDC AM. None of
these costs will be borne by the Funds.
Voting and Tabulation of Proxies. You may vote by any of the following three
methods: (1) by mailing the enclosed proxy card, (2) through the use of the
internet or (3) by telephone. Shares represented by duly executed proxies will
be voted as instructed on the proxy. If you mail the enclosed proxy, and no
choice is indicated, the proxy will be voted in favor of the New Advisory
Agreement. Votes made through the use of the internet or by telephone must
have an indicated choice to be accepted. At any time before it has been voted,
you may revoke your proxy in any of the following ways: (i) by sending a
signed, written letter of revocation to the Secretary of Loomis Sayles Funds,
(ii) by properly executing a later-dated proxy by any of the voting methods
described above or (iii) by attending the Meeting and voting in person.
Votes cast in person or by proxy at the Meeting will be counted by persons
appointed by Loomis Sayles Funds as tellers for the Meeting (the "Tellers").
Forty percent (40%) of the shares of any Fund outstanding on the Record Date,
present in person or represented by proxy, constitutes a quorum for the
transaction of business by the shareholders of that Fund at the Meeting. Any
lesser number shall be sufficient for adjournments. In determining whether a
quorum is present, the Tellers will count shares represented by proxies that
reflect abstentions, and "broker non-votes," as shares that are present and
entitled to vote. Since these shares will be counted as present, but not as
voting in favor of any proposal, these shares will have the same effect as if
they cast votes against the proposal. "Broker non-votes" are shares held by
brokers or nominees as to which (i) the broker or nominee does not have
discretionary voting power and (ii) the broker or nominee has not received
instructions from the beneficial owner or other person who is entitled to
instruct how the shares will be voted.
Required Vote. For each Fund, the vote required to approve the New Advisory
Agreement is the lesser of (1) 67% of the shares of that Fund that are present
at the Meeting, if the holders of more than 50% of the shares of the Fund
outstanding as of the Record Date are present or represented by proxy at the
Meeting, or (2) more than 50% of the shares of the Fund outstanding on the
Record Date. If the required vote is not obtained for any Fund, the Trustees
will consider what other actions to take in the best interests of the Funds.
11
<PAGE>
Adjournments; Other Business. If any Fund has not received enough votes by
the time of the Meeting to approve that Fund's New Advisory Agreement, the
persons named as proxies may propose that the Meeting be adjourned one or more
times as to that Fund to permit further solicitation of proxies. An
adjournment as to any Fund requires the affirmative vote of a majority of the
shares of that Fund that are voted when such adjournment is being voted on.
The persons named as proxies will vote in favor of any such adjournment all
proxies that they are entitled to vote in favor of the relevant Fund's New
Advisory Agreement. They will vote against any such adjournment any proxy that
directs them to vote against the New Advisory Agreement. They will not vote
any proxy that directs them to abstain from voting on the New Advisory
Agreement. If sufficient favorable votes have been received at the time of the
Meeting in connection with any of Loomis Sayles Funds, action will be taken
with respect to those Fund(s), and such action will be final regardless of
whether the Meeting is adjourned to permit additional solicitation with
respect to any other Fund(s).
The Meeting has been called to transact any business that properly comes
before it. The only business that management of the Funds intends to present
or knows that others will present is the approval of the New Advisory
Agreements. If any other matters properly come before the Meeting, and on all
matters incidental to the conduct of the Meeting, the persons named as proxies
intend to vote the proxies in accordance with their judgment, unless the
Secretary of Loomis Sayles Funds has previously received written contrary
instructions from the shareholder entitled to vote the shares.
Shareholder Proposals at Future Meetings. Loomis Sayles Funds does not hold
annual or other regular meetings of shareholders. Shareholder proposals to be
presented at any future meeting of shareholders of the Funds must be received
by the Funds in writing a reasonable amount of time before Loomis Sayles Funds
solicits proxies for that meeting, in order to be considered for inclusion in
the proxy materials for that meeting.
12
<PAGE>
Appendix A
LOOMIS SAYLES FUNDS
<TABLE>
<CAPTION>
Description
of Trustee
Action
Regarding
Current
Advisory
Agreement
Since Date of Last Submission
Date of Beginning of Current Advisory
Current of Fund's Agreement for Shareholder
Advisory Fee Advisory Last Fiscal Approval and Reason for
Name of Fund Rate Schedule Agreement Year Submission
------------ ------------- --------- ------------ -------------------------
<S> <C> <C> <C> <C>
Loomis Sayles Aggressive .75% 12/30/96 Approved **
Growth continuation
Loomis Sayles Bond Fund .60% 8/30/96 Approved 11/21/95 approved
continuation new advisory
agreement due to
a change in control
Loomis Core Value Fund .50% 8/30/96 Approved 11/21/95 approved
amended continuation new advisory
12/1/96* agreement due to
a change in control
Loomis Sayles Emerging 1.25% 11/1/99 None **
Markets Fund
Loomis Sayles Global .60% 8/30/96 Approved 11/21/95 approved
Bond Fund amended continuation new advisory
12/1/96* agreement due to
a change in control
Loomis Sayles Global 1.00% 12/1/99 None **
Technology Fund
Loomis Sayles Growth .50% 8/30/96 Approved 11/21/95 approved
Fund amended continuation new advisory
12/30/96* agreement due to a
change in control
Loomis Sayles High Yield .60% 8/30/96 Approved **
Fund continuation
Loomis Sayles .40% 12/30/96 Approved **
Intermediate Maturity continuation
Bond Fund
Loomis Sayles .75% 8/30/96 Approved 11/21/95 approved
International Equity amended continuation new advisory
Fund 12/1/96* agreement due to
a change in control
Loomis Sayles Investment .40% 12/30/96 Approved **
Grade Bond Fund continuation
Loomis Sayles Mid-Cap .75% 12/30/96 Approved **
Value Fund continuation
</TABLE>
A-1
<PAGE>
Appendix A
LOOMIS SAYLES FUNDS
<TABLE>
<CAPTION>
Description
of Trustee
Action
Regarding
Current
Advisory
Agreement
Since Date of Last Submission
Date of Beginning of Current Advisory
Advisory Current of Fund's Agreement for Shareholder
Fee Rate Advisory Last Fiscal Approval and Reason for
Name of Fund Schedule Agreement Year Submission
------------ -------- ----------------- ------------ -------------------------
<S> <C> <C> <C> <C>
Loomis Sayles Municipal .40%+ 8/30/96 Approved 11/21/95 approved
Bond Fund amended continuation new advisory
12/1/96* agreement due to
a change in control
Loomis Sayles Research .75% 5/9/00 None **
Fund
Loomis Sayles Short-Term .25% 8/30/96 Approved 11/21/95 approved
Bond Fund amended continuation new advisory
12/1/96* agreement due to
a change in control
Loomis Sayles Small Cap .75% 8/30/96 Approved 11/21/95 approved
Value Fund as amended continuation new advisory
12/1/96* agreement due to
a change in control
Loomis Sayles Small Cap .75% 12/30/96 Approved **
Growth Fund continuation
Loomis Sayles U.S. .30% Amended and Approved 11/21/95 approved
Government Fund Restated 12/1/98* continuation new advisory
agreement due to
a change in control
Loomis Sayles Worldwide .75% 8/30/96 Approved 11/21/95 approved
Fund amended continuation new advisory
12/1/96* agreement due to
a change in control
Loomis Sayles Managed .60% 8/26/98 Approved **
Bond Fund continuation
</TABLE>
-----------
*Advisory Agreement amended to reduce the annual rate of compensation paid to
the Adviser.
**Approved by initial shareholder prior to public offering.
+The Adviser has agreed to reduce the advisory fee for the Municipal Bond
Fund to .30% through February 1, 2001.
A-2
<PAGE>
Appendix B
FORM OF INVESTMENT ADVISORY AGREEMENTS
ADVISORY AGREEMENT
AGREEMENT made as of this [date] day of [month], 2000, by and between Loomis
Sayles Funds, a Massachusetts business trust (the "Trust"), with respect to
its NAME OF FUND series (the "Series"), and Loomis, Sayles & Company, L.P., a
Delaware limited partnership (the "Adviser").
WITNESSETH:
WHEREAS, the Trust and the Adviser wish to enter into an agreement setting
forth the terms upon which the Adviser will perform certain services for the
Series;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. The Trust hereby employs the Adviser to manage the investment and
reinvestment of the assets belonging to the Series and to perform the
other services herein set forth, subject to the supervision of the Board
of Trustees of the Trust. The Adviser hereby accepts such employment and
agrees, at its own expense, to render the services and to assume the
obligations herein set forth, for the compensation herein provided. The
Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized,
have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
2. In carrying out its obligations to manage the investment and
reinvestment of the assets belonging to the Series, the Adviser shall:
(a) obtain and evaluate such economic, statistical and financial
data and information and undertake such additional investment
research as it shall believe necessary or advisable for the
management of the investment and reinvestment of the assets belonging
to the Series in accordance with the Series' investment objective and
policies;
(b) take such steps as are necessary to implement the investment
policies of the Series by purchase and sale of securities, including
the placing of orders for such purchase and sale with brokers or
dealers selected by the Adviser [the following pertains only to the
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 the selection of
such
B-1
<PAGE>
broker and dealers and the placing of such orders, the Adviser shall
always seek best execution (except to the extent permitted by the
next sentence hereof), which is to place the Series' portfolio
transactions where it can obtain the most favorable combination of
price and execution services in particular transactions or provided
on a continuing basis by a broker or dealer, and to deal directly
with a principal market maker in connection with over-the-counter
transactions, except when it is believed that best execution is
obtainable elsewhere. Subject to such policies, if any, as the Board
of Trustees of the Trust may determine, the Adviser shall not be
deemed to have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of having caused the
Series to pay a broker or dealer that provides brokerage and research
services to the Adviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction, if the Adviser determines in good faith that such
amount of commission was reasonable in relation to the value of the
brokerage services provided by such broker dealer, viewed in terms of
either that particular transaction or the Adviser's overall
responsibilities with respect to the Series and to other clients of
the Adviser as to which the Adviser exercises investment discretion];
and
(c) regularly report to the Board of Trustees with respect to the
implementation of the investment policies of the Series.
3. All activities in connection with the management of the affairs of
the Series undertaken by the Adviser pursuant to this Agreement shall at
all times be subject to the supervision and control of the Board of
Trustees, any duly constituted committee thereof or any officer of the
Trust acting pursuant to like authority.
4. In addition to performing at its expense the obligations set forth in
section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's
own expense or pay the expenses of the Trust for the following:
(a) office space in such place or places as may be agreed upon from
time to time, and all necessary office supplies, facilities and
equipment;
(b) necessary executive and other personnel for managing the
affairs of the Series (exclusive of those related to and to be
performed under contract for custodial, transfer, dividend and plan
agency services by the entity or entities selected to perform such
services and exclusive of any managerial functions described in
section 5); and
(c) compensation, if any, of Trustees of the Trust who are
directors, officers, partners or employees of the Adviser or any
affiliated person (other than a registered investment company) of the
Adviser.
B-2
<PAGE>
5. Except as the Adviser may otherwise agree from time to time, nothing
in section 4 hereof shall require the Adviser to bear, or to reimburse the
Trust for:
(a) any of the costs of printing and distributing the items
referred to in subsection (n) of this section 5;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of Trustees of the Trust who are not directors,
officers, partners or employees of the Adviser or of any affiliated
person (other than a registered investment company) of the Adviser;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of the custodian appointed by the
Trust for custodial, paying agent, transfer agent and plan agent
services;
(f) charges and expenses of independent accountants retained by the
Trust;
(g) charges and expenses of any transfer agents and registrars
appointed by the Trust;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Trust in connection with securities transactions to which the
Trust is a party;
(i) taxes and fees payable by the Trust to Federal, State or other
governmental agencies;
(j) any cost of certificates representing shares of the Series;
(k) legal fees and expenses in connection with the affairs of the
Trust including registering and qualifying its shares with Federal
and State regulatory authorities;
(l) expenses of meetings of shareholders and Trustees of the Trust;
(m) interest, including interest on borrowings by the Trust;
(n) the cost of services, including services of counsel, required
in connection with the preparation of 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
of the Trust or regulatory authorities; and
B-3
<PAGE>
(o) the Trust's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses.
6. The services of the Adviser to the Trust hereunder are not to be
deemed exclusive and the Adviser shall be free to render similar services
to others, so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Adviser hereunder, the Trust shall pay the
Adviser compensation at the annual percentage rate of %, or such lesser
rate as the Adviser may agree to from time to time. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Trustees of the Trust may from
time to time determine and specify in writing to the Adviser. The Adviser
hereby acknowledges that the Trust's obligation to pay such compensation
is binding only on the assets and property belonging to the Series.
8. If the total of all ordinary business expenses of the Series or the
Trust as a whole (including investment advisory fees but excluding taxes
and portfolio brokerage commissions) for any fiscal year exceeds the
lowest applicable percentage of average net assets or income limitations
prescribed by any state in which shares of the Series are qualified for
sale, the Adviser shall pay any such excess. Solely for purposes of
applying such limitations in accordance with the foregoing sentence, the
Series and the Trust shall each be deemed to be a separate fund subject to
such limitations. Should the applicable state limitation provisions fail
to specify how the average net assets of the Trust or belonging to the
Series are to be calculated, that figure shall be calculated by reference
to the average daily net assets of the Trust or the Series, as the case
may be.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Trust may be a partner, shareholder, director,
officer, employee or agent of, or be otherwise interested in, the Adviser,
any affiliated person of the Adviser, any organization in which the
Adviser may have an interest or any organization which may have an
interest in the Adviser; that the Adviser, any such affiliated person or
any such organization may have an interest in the Trust; and that the
existence of any such dual interest shall not affect the validity hereof
or of any transactions hereunder except as otherwise provided in the
Agreement and Declaration of Trust of the Trust and the Partnership
Agreement of the Adviser, respectively, or by specific provisions of
applicable law.
10. This Agreement shall become effective as of the date of its
execution, and
B-4
<PAGE>
(a) unless otherwise terminated, this Agreement shall continue in
effect for two years from the date of execution, and from year to
year
thereafter only so long as such continuance is specifically 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
Series, and (ii) by vote of a majority of the Trustees of the Trust
who are not interested persons of the Trust or the Adviser, cast in
person at a meeting called for the purpose of voting on such
approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Adviser either by vote of the Board of Trustees
of the Trust or by vote of a majority of the outstanding voting
securities of the Series;
(c) this Agreement shall automatically terminate in the event of
its assignment;
(d) this Agreement may be terminated by the Adviser on ninety days'
written notice to the Trust;
(e) if the Adviser requires the Trust or the Series to change its
name so as to eliminate all references to the words "Loomis" or
"Sayles," then this Agreement shall automatically terminate at the
time of such change unless the continuance of this Agreement after
such change shall have been specifically approved by vote of a
majority of the outstanding voting securities of the Series and by
vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust or the Adviser, cast in person at a
meeting called for the purpose of voting on such approval.
Termination of this Agreement pursuant to this section 10 shall be without
payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Trust shall have
been approved by vote of a majority of the outstanding voting securities
of the Series and by vote of a majority of the Trustees of the Trust who
are not interested persons of the Trust or the Adviser, cast in person at
a meeting called for the purposes of voting on such approval.
12. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated
person" and "assignment" shall have their respective meanings defined in
the Investment Company Act of 1940 and the rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act. References in this
Agreement to any assets, property or liabilities "belonging to" the Series
shall have the meaning
B-5
<PAGE>
defined in the Trust's Agreement and Declaration of Trust and By-Laws as
amended from time to time.
13. In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Adviser, or reckless disregard of its obligations and
duties hereunder, the Adviser shall not be subject to any liability to the
Trust, to any shareholder of the Trust or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LOOMIS SAYLES FUNDS,
on behalf of its
NAME OF FUND
By: ____________________________
Name:
Title:
LOOMIS, SAYLES &
COMPANY, L.P.
By: ____________________________
Name:
Title:
A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed with respect to the Trust's [Name
of Fund] series on behalf of the Trust by officers of the Trust as officers
and not individually and that the obligations of or arising out of this
Agreement are not binding upon any of the Trustees, officers or shareholders
individually but are binding only upon the assets and property belonging to
the Series.
B-6
<PAGE>
Appendix C
CERTAIN OTHER MUTUAL FUNDS ADVISED BY THE ADVISER
The Adviser acts as investment adviser or sub-adviser to the following mutual
funds that have investment objectives similar to those of the Funds, for
compensation at the annual percentage rates of the corresponding average net
assets levels of those funds, the levels of which as of June 30, 2000 are set
forth below.
<TABLE>
<CAPTION>
Adviser's
Net Assets Relationship
Name of Other Fund(s) of Other to Fund
with Fund at (Adviser or
Name of Fund Similar Objectives June 30, 2000 Advisory Fee Rate Sub-Adviser)
------------ --------------------- ------------- ----------------- ------------
<S> <C> <C> <C> <C>
Loomis Sayles None N/A N/A N/A
Aggressive Growth
Fund
Loomis Sayles Bond Loomis Sayles Funds-- $ 25,983,013 .60% on all assets Adviser
Fund Loomis Sayles Managed
Bond Fund
Maxim Series Fund, $194,104,320 .30% on all asset Sub-Adviser
Inc.--Maxim Loomis
Sayles Corporate Bond
Portfolio
Loomis Sayles Investment $387,709,745 .50% on all assets Adviser
Trust--Loomis Sayles
Fixed Income Fund
The Managers Funds-- $ 39,775,657 .25% on all assets Sub-Adviser
Managers Bond Fund
Loomis Sayles Core Nvest Funds Trust I-- $ 5,658,486 .535% on the first Sub-Adviser
Value Fund Nvest Star Value Fund (1 $200 million
segment) .35% on the next
$300 million
.30% on such assets
in excess of $500
million
Loomis Sayles None N/A N/A N/A
Emerging Markets
Fund
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
Adviser's
Net Assets Relationship
Name of Other Fund(s) of Other to Fund
with Funds at (Adviser or
Name of Fund Similar Objectives June 30, 2000 Fee Rate Sub-Adviser)
------------ --------------------- ------------- -------- ------------
<S> <C> <C> <C> <C>
Loomis Sayles None N/A N/A N/A
Global Bond Fund
Loomis Sayles None N/A N/A N/A
Global Technology
Fund
Loomis Sayles Nvest Funds, Trust I-- $204,605,437 .535% on the first Sub-Adviser
Growth Fund Nvest Balanced Fund $200 million
(equity growth segment) .35% on the next
$300 million
.30% on amounts in
excess of $500
million
Loomis Sayles High Loomis Sayles Investment $ 33,434,222 .60% on all assets(1) Adviser
Yield Fund Trust--Loomis Sayles
High Yield Fixed Income
Fund
Metropolitan Series, $ 69,521,720 .50% on all assets Sub-Adviser
Inc.--Loomis Sayles High
Yield Portfolio
Loomis Sayles Loomis Sayles Investment $ 20,078,510 .40% on all assets(2) Adviser
Intermediate Trust--Loomis Sayles
Maturity Bond Fund Intermediate Duration
Fund
Loomis Sayles Nvest Funds Trust I-- $124,902,990 .40% on the first Sub-Adviser
International Nvest International $200 million
Equity Fund Equity Fund .35% on amounts in
excess of $200
million
Nvest Funds Trust I-- $ 9,891,576 .65% on the first Sub-Adviser
Nvest Star Worldwide $50 million
Fund (1 segment) .60% on the next
$50 million
.55% on such assets
in excess of $100
million
</TABLE>
----
(1) Loomis Sayles has undertaken to limit the expenses of the Fund to the
annual rate of .75% through at least February 1, 2001. For the nine months
ended June 30, 2000, Loomis Sayles reimbursed the Fund for expenses at an
annual rate of approximately .29%.
(2) Loomis Sayles has undertaken to limit the expenses of the Fund to an
annual rate of .55% through at least February 1, 2001. For the nine months
ended June 30, 2000 Loomis Sayles reimbursed the Fund for expenses at an
annual rate of approximately .48%.
C-2
<PAGE>
<TABLE>
<CAPTION>
Adviser's
Net Assets Relationship
Name of Other Fund(s) of Other to Fund
with Fund at (Adviser or
Name of Fund Similar Objectives June 30, 2000 Advisory Fee Rate Sub-Adviser)
------------ --------------------- ------------- ----------------- ------------
<S> <C> <C> <C> <C>
Loomis Sayles Loomis Sayles Investment $ 155,403,239 .40% on all Adviser
Investment Grade Trust--Loomis Sayles assets(3)
Bond Fund Investment Grade Fixed
Income Fund
Loomis Sayles Loomis Sayles Bond Fund $1,719,168,650 .60% on all assets Adviser
Managed Bond Fund
Maxim Series Fund, $ 194,109,320 .30% on all assets Sub-Adviser
Inc.--Maxim Loomis
Sayles Corporate Bond
Fund
Loomis Sayles Investment $ 387,709,745 .50% on all assets Adviser
Trust--Loomis Sayles
Fixed Income Fund
The Managers Funds-- $ 39,775,657 .25% on all assets Sub-Adviser
Managers Bond Fund
Loomis Sayles Mid- None N/A N/A N/A
Cap Value Fund
Loomis Sayles None N/A N/A N/A
Municipal Bond Fund
Loomis Sayles None N/A N/A N/A
Research Fund
Loomis Sayles None N/A N/A N/A
Short-Term Bond
Fund
</TABLE>
----
(3) Loomis Sayles has undertaken to limit expenses of the Fund to the annual
rate of .55% through at least February 1, 2001. For the nine months ended
June 30, 2000, Loomis Sayles reimbursed the Fund at an annual rate of
approximately .03%.
C-3
<PAGE>
<TABLE>
<CAPTION>
Adviser's
Net Assets Relationship
Name of Other Fund(s) of Other to Fund
with Fund at (Adviser or
Name of Fund Similar Objectives June 30, 2000 Advisory Fee Rate Sub-Adviser)
------------ --------------------- ------------- ----------------- ------------
<S> <C> <C> <C> <C>
Loomis Sayles Small Nvest Funds Trust I-- $ 7,979,795 .55% on the first Sub-Adviser
Cap Growth Fund Nvest Star Small Cap $50 million
Fund .50% on such assets
(1 segment) in excess of $50
million
New England Zenith $ 450,024,818 .55% on the first Sub-Adviser
Fund--Loomis Sayles $25 million
Small Cap Series .50% on the next
$75 million
.45% on the next
$100 million
.40% on such assets
in excess of $200
million
Loomis Sayles Investment $ 123,511,528 .75% on all assets Adviser
Trust--Loomis Sayles (4)
Small Company Growth
Fund
Loomis Sayles Small Nvest Funds Trust I-- $ 27,686,858 .55% on the first Sub-Adviser
Cap Value Fund Nvest Star Advisers Fund $50 million
(1 segment) .50% on the next
$200 million
.475% on such
assets in excess of
$250 million
Maxim Series Fund, $ 90,876,912 .50% on the first Sub-Adviser
Inc.--Maxim Loomis $10 million
Sayles Small Cap Value .45% on the next
Portfolio $15 million
.40% on the next
$75 million
.30% on such assets
over $100 million
</TABLE>
----
(4) Loomis Sayles has undertaken to limit the expenses of the Fund to an
annual rate of .90% through at least February 1, 2001. For the nine months
ended June 30, 2000, Loomis Sayles reimbursed the Fund at an annual rate
of approximately .08%.
C-4
<PAGE>
<TABLE>
<CAPTION>
Adviser's
Net Assets Relationship
Name of Other Fund(s) of Other to Fund
with Fund at (Adviser or
Name of Fund Similar Objectives June 30, 2000 Advisory Fee Rate Sub-Adviser)
------------ --------------------- ------------- ----------------- ------------
<S> <C> <C> <C> <C>
New England Zenith $450,024,818 .55% of the first Sub-Adviser
Fund--Loomis Sayles $25 million
Small Cap Series .50% of the next
$75 million
.45% of the next
$100 million
.40% on such assets
in excess of $200
million
Loomis Sayles Investment $ 43,858,202 .75% on all Adviser
Trust--Loomis Sayles assets(5)
Small Company Value Fund
Loomis Sayles U.S. None N/A N/A N/A
Government Fund
Loomis Sayles None N/A N/A N/A
Worldwide Fund
</TABLE>
----
(5) Loomis Sayles has undertaken to limit the expenses of the Fund to the
annual rate of .90% through at least February 1, 2001. For the nine months
ended June 30, 2000, Loomis Sayles reimbursed the Fund for expenses at an
annual rate of approximately .27%.
C-5
<PAGE>
Appendix D
The following table presents information regarding certain Advisory fees and
12b-1 fees paid by the Funds during the last fiscal year.
<TABLE>
<CAPTION>
Distribution and
Advisory Shareholder Servicing
Fee Paid (12b-1) Fees Paid to
Name of Fund to Adviser Adviser's Affiliates
------------ ---------- -----------------------
<S> <C> <C>
Loomis Sayles Aggressive Growth Fund $ 51,041 $ 536 (Retail Class)
Loomis Sayles Bond Fund $9,494,667 $137,433 (Retail Class)
$ 3,323 (Admin Class)
Loomis Sayles Core Value Fund $ 380,288 $ 2,184 (Retail Class)
Loomis Sayles Emerging Markets Fund N/A N/A
Loomis Sayles Global Bond Fund $ 240,399 $ 15,884 (Retail Class)
Loomis Sayles Global Technology Fund N/A N/A
Loomis Sayles Growth Fund $ 139,736 $ 1,521 (Retail Class)
Loomis Sayles High Yield Fund $ 108,323 N/A
Loomis Sayles Intermediate Maturity Bond
Fund $ 40,062 $ 2,391 (Retail Class)
Loomis Sayles International Equity Fund $ 543,750 $ 416 (Retail Class)
Loomis Sayles Investment Grade Bond Fund $ 40,491 $ 5,871 (Retail Class)
Loomis Sayles Managed Bond Fund $ 205,838 $257,298
Loomis Sayles Mid-Cap Value Fund $ 34,645 $ 465 (Retail Class)
Loomis Sayles Municipal Bond Fund $ 34,119 N/A
Loomis Sayles Research Fund N/A N/A
Loomis Sayles Short-Term Bond Fund $ 69,499 $ 1,542 (Retail Class)
Loomis Sayles Small Cap Value Fund $2,941,342 $167,609 (Retail Class)
$ 7,110 (Admin Class)
Loomis Sayles Small Cap Growth Fund $ 379,428 $ 9,021 (Retail Class)
Loomis Sayles U.S. Government Fund $ 64,112 N/A
Loomis Sayles Worldwide Fund $ 44,837 $ 269 (Retail Class)
</TABLE>
D-1
<PAGE>
Appendix E
Shares Outstanding and Entitled to Vote
For each class of the Fund's shares entitled to vote at the Meeting, the
number of shares outstanding as of the Record Date was as follows:
<TABLE>
<CAPTION>
Number
of Shares
Outstanding
and Entitled to
Name of Fund Class Vote Per Class
------------ ----- ---------------
<S> <C> <C>
Loomis Sayles Aggressive Growth Fund Institutional Class 1,231,568.621
Retail Class 1,347,615.384
Admin Class 4.576
Loomis Sayles Bond Fund Institutional Class 142,807,330.704
Retail Class 6,866,841.956
Admin Class 313,998.689
Loomis Sayles Core Value Fund Institutional Class 2,667,513.573
Retail Class 17,544.872
Loomis Sayles Emerging Markets Fund Institutional Class 245,823.509
Retail Class 1,799.494
Loomis Sayles Global Bond Fund Institutional Class 3,411,887.737
Retail Class 1,044,069.618
Loomis Sayles Global Technology Fund Institutional Class 587,245.929
Retail Class 490,651.106
Loomis Sayles Growth Fund Institutional Class 2,830,201.581
Retail Class 69,338.245
Admin Class 11.374
Loomis Sayles High Yield Fund Institutional Class 2,605,247.407
Loomis Sayles Intermediate Maturity Bond Institutional Class 1,181,852.745
Fund Retail Class 227,176.926
Loomis Sayles International Equity Fund Institutional Class 6,424,354.154
Retail Class 324,897.463
Admin Class 9.580
Institutional Class 315,535.249
Loomis Sayles Investment Grade Bond Fund Retail Class 222,109.505
Class J 2,222,750.000
Loomis Sayles Managed Bond Fund 2,332,150.000
Loomis Sayles Mid-Cap Value Fund Institutional Class 397,004.072
Retail Class 24,194.687
Loomis Sayles Municipal Bond Fund Institutional Class 560,500.015
Loomis Sayles Research Fund Institutional Class 201,498.170
Loomis Sayles Short-Term Bond Fund Institutional Class 2,992,253.720
Retail Class 91,489.681
</TABLE>
E-1
<PAGE>
<TABLE>
<CAPTION>
Number
of Shares
Outstanding
and Entitled to
Name of Fund Class Vote Per Class
------------ ----- ---------------
<S> <C> <C>
Loomis Sayles Small Cap Growth Fund Institutional Class 9,035,468.550
Retail Class 1,833,881.718
Admin Class 7.255
Loomis Sayles Small Cap Value Fund Institutional Class 10,768,946.358
Retail Class 4,469,850.967
Admin Class 539,997.185
Loomis Sayles U.S. Government Securities
Fund Institutional Class 1,059,880.078
Loomis Sayles Worldwide Fund Institutional Class 697,961.589
Retail Class 40,969.583
</TABLE>
Ownership of Shares
The table below shows the number and percentage of shares of the Funds held
by the Trustees of Loomis Sayles Funds and the percentage of shares owned by
the Trustees and officers of the Funds as a group as of June 30, 2000. Except
as noted below, Loomis Sayles believes that each Trustee owns beneficially and
the Trustees and officers as a group own beneficially, less than 1% of each
Fund.
<TABLE>
<CAPTION>
Number of
Shares Percentage
Beneficially of Shares
Owned as of Beneficially
Name of Fund Beneficial Owner June 30, 2000* Owned
------------ --------------------- -------------- ------------
<S> <C> <C> <C>
Loomis Sayles Aggressive Trustees and officers 75,762.879 3.48%
Growth Fund as a group
Loomis Sayles Core Value Trustees and officers 67,146.554 2.40%
Fund as a group
Loomis Sayles Emerging Richard S. Holway 7,067.138 2.86%
Markets Fund Trustees and officers 11,056.549 4.47%
as a group
Loomis Sayles Global Bond Trustees and officers 163,677.499 3.68%
Fund as a group
</TABLE>
E-2
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Percentage
Beneficially of Shares
Owned as of Beneficially
Name of Fund Beneficial Owner June 30, 2000* Owned
------------ --------------------- -------------- ------------
<S> <C> <C> <C>
Loomis Sayles Global Trustees and officers 19,434.705 1.81%
Technology Fund as a group
Loomis Sayles Growth Fund Trustees and officers
as a group 151,191.749 5.26%
Loomis Sayles High Yield Daniel J. Fuss 423,421.609 16.65%
Fund Richard S. Holway 29,585.799 1.16%
Trustees and officers 573,584.935 22.56%
as a group
Loomis Sayles Intermediate Trustees and officers 21,864.388 5.90%
Maturity Fund as a group
Loomis Sayles Investment Daniel J. Fuss 12,746.699 2.71%
Grade Bond Fund Trustees and officers 21,586.505 4.59%
as a group
Loomis Sayles Mid-Cap Value Trustees and officers 5,246.812 1.19%
Fund as a group
Loomis Sayles Municipal Bond Daniel J. Fuss 15,906.712 2.69%
Fund Richard S. Holway 28,887.758 4.89%
Trustees and officers 66,833.899 11.31%
as a group
Loomis Sayles Short-Term Michael T. Murray 74,248.763 1.97%
Bond Fund Trustees and officers 87,216.49 2.31%
as a group
</TABLE>
E-3
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares Percentage
Beneficially of Shares
Owned as of Beneficially
Name of Fund Beneficial Owner June 30, 2000* Owned
------------ --------------------- -------------- ------------
<S> <C> <C> <C>
Loomis Sayles U.S. Trustees and officers 34,136.393 3.28%
Government Fund as a group
Loomis Sayles Worldwide Fund Daniel J. Fuss 37,168.531 5.05%
Trustees and officers 198,577.687 26.98%
as a group
</TABLE>
-----------
* With respect to Mr. Fuss, these amounts include shares owned by individual
retirement accounts and the Loomis Sayles Employees' Profit Sharing Plan
for Mr. Fuss' benefit, shares owned by Mr. Fuss as custodian for his
children and shares owned jointly by Mr. Fuss and his wife. With respect to
Mr. Holway, these amounts include shares owned by independent retirement
accounts for Mr. Holway's benefit, shares owned jointly by Mr. Holway and
his wife and shares owned by Mr. Holway as custodian for his grandchildren.
With respect to Mr. Murray, these amounts include shares owned by the
Loomis Sayles Employees' Profit Sharing Plan for Mr. Murray's benefit and
shares owned jointly by Mr. Murray and his wife. With respect to the
Trustees and officers as a group, these amounts include shares owned of
record by the Loomis Sayles Employees' Profit Sharing Plan for the accounts
of employees and former employees of Loomis Sayles who are Trustees of
Loomis Sayles Funds.
As of July 31, 2000, the following persons owned of record or beneficially 5%
or more of the noted class of shares of the noted fund:
INSTITUTIONAL CLASS SHARES
Loomis Sayles Aggressive Growth Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 52.10%
San Francisco, CA 94104
Berklee College of Music, Inc., 1140 Boylston Street 14.51%
TTEE Financial Affairs Committee Boston, MA 02215-3631
National Financial Services Corp., 200 Liberty Street 7.61%
FBO Customers One World Financial Center
New York, NY 10281-1003
</TABLE>
E-4
<PAGE>
Loomis Sayles Bond Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 45.93%
San Francisco, CA 94104
National Financial Services 200 Liberty Street 13.37%
Corp., FBO Customers One World Financial Center
New York NY 10281-1003
Merrill Lynch Pierce Fenner & 4800 Deer Lake Drive 6.80%
Smith, Inc. Jacksonville, FL 32246
Loomis Sayles Core Value Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 34.99%
San Francisco, CA 94104
Asbestos Workers c/o Loomis, Sayles & Company, Inc. 11.73%
Local No. 84 Suite 300
Pension Fund 1533 North Woodward
Bloomfield Hills, MI 48304
Comerica Bank, Post Office Box 75000 5.25%
FBO City of Livonia Retiree Detroit, MI 48275
Health and Disability
Benefits Plan and Trust
Loomis Sayles Emerging Markets Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Loomis, Sayles & Company, One Financial Center 40.79%
L.P. Boston, MA 02111
Charles Schwab & Co., Inc. Attn: Mutual Fund Dept. 9.17%
101 Montgomery Street
San Francisco, CA 94104-4122
John Francis Gallagher, III 52 Mill Street 6.87%
Cynthia Fraser Gallagher, Sherborn, MA 01770-1272
Jt. Ten.
Community Foundation For 6601 E. Grant Rd. 6.18%
Southern Arizona Suite 111
Tucson, AZ 85715-3847
</TABLE>
E-5
<PAGE>
Loomis Sayles Global Bond Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 1010 Montgomery Street 34.84%
San Francisco, CA 94104
Fleet National Bank, TTEE Kaman Post Office Box 92800 17.89%
Corp. Master Trust Fixed Income Rochester, NY 14692
Fund
Wells Fargo Bank, FBO Desert State Post Office Box 1533 16.36%
Employee UFCW Minneapolis, MN 55480-1533
San Diego Transit Pension Plan Post Office Box 2511 8.37%
San Diego, CA 92112
Fort Hays University Endowment 610 Park Street 7.79%
Association Hays, KS 67601-4010
Loomis Sayles Global Technology Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Loomis, Sayles & Company, L.P. One Financial Center 17.03%
Boston, MA 02111
National Financial Services Corp., 200 Liberty Street 11.76%
FBO Customers New York, NY 10281-1003
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive 8.95%
Inc. Jacksonville, FL 32246-6484
Charles Schwab & Co., Inc. 101 Montgomery Street 8.24%
San Francisco, CA 94104
Bear Stearns Securities Corp. One Metro Tech Center 5.59%
Brooklyn, NY 11201-3870
Loomis Sayles Growth Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 48.27%
San Francisco, CA 94104
</TABLE>
E-6
<PAGE>
Loomis Sayles High Yield Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 49.76%
San Francisco, CA 94104
Daniel J. Fuss 44 Longfellow Road 13.18%
Wellesley, MA 02181
Jeffrey L. Meade 16 Samuel Parlin Drive 5.52%
Phyllis M. Meade JTTN Acton, MA 01720-3207
Loomis Sayles Intermediate Maturity Bond Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 66.68%
San Francisco, CA 94104
Pacific Century Trust, Post Office Box 1930 26.26%
Agent for Hawaii Sheet Metal Honolulu, HI 96805
Workers Health and Welfare Fund
Loomis Sayles International Equity Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 28.85%
San Francisco, CA 94104
National Financial Services Corp., 200 Liberty Street 10.05%
FBO Customers One World Financial Center
New York, NY 10281-1003
Comerica Bank, Post Office Box 7500 7.77%
FBO City of Livonia MC3446
Employee Retirement System Detroit, MI 48275
Account No. 02 01 100 0302406
Smith Barney, Inc. 388 Greenwich Street 7.41%
New York, NY 10013-2339
Church Mutual Insurance Co. 3000 Schuster Lane 5.41%
Merrill, WI 54452
</TABLE>
E-7
<PAGE>
Loomis Sayles Investment Grade Bond Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 67.66%
San Francisco, CA 94104
State Street Bank and Trust For IRA 555 California Street 13.87%
of John M. Flynn San Francisco, CA 94104-1502
Loomis Sayles Mid-Cap Value Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 85.31%
San Francisco, CA 94104
Loomis Sayles Municipal Bond Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Ann A. Morris, Trustee 1842 Nugent Sound Road 22.70%
Ann A. Morris Trust Lummi Island, WA 98262
Elinor J. Rousseau, Trustee 1071 North Renaud 6.83%
Elinor J. Rousseau Trust Grosse Pointe, MI 48236
Richard S. Holway 73 Sagamore Road 5.11%
Sagamore Beach, MA 02562
Loomis Sayles Short-Term Bond Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
National Financial Services Corp., 200 Liberty Street 38.13%
FBO Customers One World Financial Center
New York, NY 10281-1003
Charles Schwab & Co., Inc. 101 Montgomery Street 31.09%
San Francisco, CA 94104
Pacific Century Trust, Post Office Box 1930 5.57%
Agent for Hawaii Sheet Metal Honolulu, HI 96805
Workers Health and Welfare
Account
</TABLE>
E-8
<PAGE>
Loomis Sayles Small Cap Growth Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
National Financial Services Corp., 200 Liberty Street 21.95%
FBO Customers One World Financial Center
New York, NY 10281-1003
Charles Schwab & Co., Inc. 101 Montgomery Street 19.28%
San Francisco, CA 94104
State Street Bank, Trustee FBO 105 Rosemont Road 7.86%
Allison Engines Savings Plan Westwood, MA 02090
Loomis Sayles Small Cap Value Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Smith Barney, Inc. 388 Greenwich Street 13.89%
New York, NY 10001
Charles Schwab & Co., Inc. 101 Montgomery Street 12.79%
San Francisco, CA 94104
Wells Fargo Bank, FBO Wisconsin Post Office Box 1533 6.06%
Public Service Administration Minneapolis, MN 55480-1533
Bank of New York, FBO IATSE Local 33 Suite 250 5.01%
Pension Plan 700 Flower Street
Los Angeles, CA 90017-4101
Loomis Sayles U.S. Government Securities Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 54.34%
San Francisco, CA 94104
Spectrum Automation Co. Employees 34447 Schoolcraft Road 5.37%
Profit Sharing Trust Livonia, MI 48150-1398
Loomis Sayles Worldwide Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 95.29%
San Francisco, CA 94104
</TABLE>
E-9
<PAGE>
Loomis Sayles Research Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Loomis, Sayles & Company, L.P. One Financial Center 100.00%
Boston, MA 02111
RETAIL CLASS SHARES
Loomis Sayles Aggressive Growth Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Chase Manhattan Bank Four New York Plaza 33.41%
Direct Trustee for MetLife New York NY 10004
Defined Contribution Group
Charles Schwab & Co., Inc. 101 Montgomery Street 22.32%
San Francisco, CA 94104
National Financial Services Corp., 200 Liberty Street 12.58%
FBO Customers One World Financial Center
New York, NY 10281-1003
Bankers Trust Company, 100 Plaza One 7.22%
FBO Pacific Maritime Association Jersey City, NJ 07311-3901
401(k) Plan
Loomis Sayles Bond Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
National Financial Services Corp., 200 Liberty Street 22.17%
FBO Customers One World Financial Center
New York, NY 10281-1003
Loomis Sayles Core Value Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
National Financial Services Corp., 200 Liberty Street 47.11%
FBO Customers One World Financial Center
New York, NY 10281
Charles Schwab & Co., Inc. 101 Montgomery Street 31.71%
San Francisco, CA 94104
State Street Bank and Trust Company, Harbor House 400 10.18%
Custodian for the IRA of Gerald L. Key Largo, FL 33037
Hindman
Donors Forum of Chicago 208 LaSalle Street 5.25%
Chicago, IL 60604-1006
</TABLE>
E-10
<PAGE>
Loomis Sayles Global Bond Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 76.71%
San Francisco, CA 94104
National Financial Services Corp., 200 Liberty Street 12.98%
FBO Customers One World Financial Center
New York, NY 10281-1003
Loomis Sayles Global Technology Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
National Financial Services Corp., 200 Liberty Street 46.10%
FBO Customers One World Financial Center
New York, NY 10281-1003
Charles Schwab & Co., Inc. 101 Montgomery Street 22.92%
San Francisco, CA 94104
National Investor Services Corp., FBO 55 Water Street 7.37%
Customers New York, NY 10041-0001
Loomis Sayles Growth Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Angelo V. Glorioso 225 Summit Drive 50.57%
Pittsburgh, PA 15238
Charles Schwab & Co., Inc. 101 Montgomery Street 24.76%
San Francisco, CA 94104
Loomis Sayles Intermediate Maturity Bond Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 47.25%
San Francisco, CA 94104
Loomis Sayles International Equity Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 45.08%
San Francisco, CA 94104
National Financial Services Corp., 200 Liberty Street 23.00%
FBO Customers One World Financial Center
New York, NY 10281-1003
</TABLE>
E-11
<PAGE>
Loomis Sayles Investment Grade Bond Fund
<TABLE>
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 63.53%
San Francisco, CA 94104
National Financial Services Corp., 200 Liberty Street 24.70%
FBO Customers One World Financial Center
New York, NY 10281-1003
Loomis Sayles Mid-Cap Value Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 43.69%
San Francisco, CA 94104
LPL Financial Services 9785 Towne Centre Drive 26.97%
San Diego, CA 92121-1968
Fiserv Security, Inc. One Commerce Square 14.67%
2005 Market Street
Philadelphia, PA 19103
Donaldson Lufkin & Jenrette Post Office Box 2052 10.33%
Securities Corp., Inc. Jersey City, NJ 07303
Loomis Sayles Short-Term Bond Fund
<CAPTION>
Percentage of
Shareholder Address Shares Held
----------- ------- -------------
<S> <C> <C>
Charles Schwab & Co., Inc. 101 Montgomery Street 59.33%
San Francisco, CA 94104
National Financial Services Corp., 200 Liberty Street 27.38%
FBO Customers One World Financial Center
New York, NY 10281
National Investor Services Corp., FBO 55 Water Street 7.05%
Customers New York, NY 10041
E. Scott Glacken Z. Margaret Glacken 922 Vendome Drive 6.19%
JT WROS Bethesda, MD 20817
</TABLE>
E-12
<PAGE>
Appendix F
Trustees or officers of Loomis Sayles Funds who are also officers or
employees of the Adviser or directors of the Adviser General Partner are
listed below, along with their title with Loomis Sayles Funds.
Daniel J. Fuss, Trustee and President
Robert J. Blanding, Executive Vice President
Mark W. Holland, Treasurer
Sheila M. Barry, Secretary
Mark Baribeau, Vice President
Pamela N. Czekanski, Vice President
E. John deBeer, Vice President
William H. Eigen, Jr., Vice President
Christopher R. Ely, Vice President
Quentin P. Faulkner, Vice President
Philip C. Fine, Vice President
Kathleen C. Gaffney, Vice President
Joseph G. Gatz, Vice President
Dean Gulis, Vice President
Martha Hodgman, Vice President
John Hyll, Vice President
Lauriann Kloppenburg, Vice President
Warren Koontz, Vice President
Eswar Menon, Vice President
Tricia Mills, Vice President
Alex Muromcew, Vice President
Kent P. Newmark, Vice President
Bruce G. Picard, Jr., Vice President
Lauren B Pitalis, Vice President
Richard D. Skaggs, Vice President
David L. Smith, Vice President
Daniel J. Thelen, Vice President
Sandra Tichenor, Vice President
John Tribolet, Vice President
Jeffrey W. Wardlow, Vice President
Anthony J. Wilkins, Vice President
F-1
<PAGE>
LOOM001
<PAGE>
[Loomis Sayles Funds Logo]
One Financial Centre
Boston, MA 02111
TO VOTE BY TELEPHONE:
-----------------
1. Read the Proxy Statement and have the Proxy card below at hand.
2. Call 1-800-690-6903.
3. Enter the 12-digit number set forth on the Proxy card and follow the
simple instructions.
TO VOTE BY INTERNET:
----------------
1. Read the Proxy Statement and have the Proxy card below at hand.
2. Go to website www.proxyvote.com.
3. Enter the 12-digit number set forth on the Proxy card and follow the
simple instructions.
TO VOTE BY MAIL:
---------------
Sign and date your proxy card and return it in the enclosed postage paid
envelope. NOTE: Your proxy is not valid unless it is signed.
Please fold and detach card at perforation before mailing
To vote Mark Blocks in Blue or Black ink as follows: X
<PAGE>
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS ON OCTOBER 5, 2000
The undersigned hereby appoints Sheila M. Barry, Daniel J. Fuss and Mark W.
Holland and each of them separately, as proxies, with full power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Special Meeting of Shareholders of Loomis Sayles Funds, on
October 5, 2000 at 2:00 p.m. Eastern time, and at any adjournments thereof, all
of the shares the Fund that the undersigned would be entitled to vote if
personally present. Your vote acknowledges receipt of the Notice of Special
Meeting and accompanying Proxy Statement.
PLEASE VOTE YOUR PROXY TODAY
Prompt response will save expense of additional solizitations.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT RETURN
YOUR PROXY CARD.
VOTE TODAY BY TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE 1-800-690-6903
OR LOG ON TO WWW.proxyvote.com
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
[LOOMIS SAYLES FUND NAME]
Please vote by filling in the appropriate box below.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting. The Trustees recommend a vote FOR
Proposal 1.
Vote on Proposal 1.
1. Approval of a new Advisory Agreement between the Trust on behalf of
the Fund and Loomis, Sayles, & Company, I.P.
FOR AGAINST ABSTAIN
[_] [_] [_]
Note: Please sign exactly as your name appears on this proxy card. All
joint owners should sign. When signing as executor, administrator,
attorney, trustee, or guardian or as custodian for a minor, please
give full title as such. If a corporation, please sign a full
corporate name and indicate the signer's office. If a partner, sign
in the partnership name.
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SIGNATURE DATE SIGNATURE (Joint Owners) DATE
