SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S 240.14a-11(c) or
S 240.14a-12
LOOMIS SAYLES INVESTMENT TRUST
(Name of Registrant as Specified In Its Charter)
LOOMIS SAYLES INVESTMENT TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] 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: Shares of Beneficial Interest of Loomis Sayles
High Yield Fixed Income Fund, Loomis Sayles Convertible Bond
Fund, Loomis Sayles Mortgage Securities Fund, Loomis Sayles
California Tax-Free Fund, Loomis Sayles Fixed Income Fund,
Loomis Sayles Investment Grade Fixed Income Fund and Loomis
Sayles Core Growth Fund.
2) Aggregate number of securities to which transaction applies:
N/A
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 is calculated and state how it
was determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: $0
[ X ] Fee paid previously with preliminary materials.
[ X ] 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
number, or the Form or Schedule and the date of its
filing.
1) Amount previously paid: $125.00
2) Form, Schedule or Registration Statement No.:
Schedule 14A, Preliminary Proxy Material
3) Filing Party: Loomis Sayles Investment Trust
4) Date Filed: 12/15/95
LOOMIS SAYLES INVESTMENT TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the Loomis Sayles Investment Trust:
A Special Meeting of the shareholders of the Loomis Sayles
Investment Trust, a Massachusetts business trust (the Trust ),
will be held on January 22, 1996 at 10:00 a.m. Boston time on the
34th floor of One Financial Center, Boston, Massachusetts, for
the following purposes:
I. To elect Trustees. (Part I of the Proxy Statement.)
II. To approve or disapprove the continuation of new advisory
agreements between Loomis, Sayles & Company, L.P. ( Loomis
Sayles ) and the Trust with respect to each of the Loomis
Sayles California Tax-Free Income Fund, Loomis Sayles
Investment Grade Fixed Income Fund, Loomis Sayles Fixed
Income Fund and Loomis Sayles Mortgage Securities Fund.
(Part II of the Proxy Statement.)
III. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on November
6, 1995 are entitled to notice of and to vote at the meeting.
By Order of the Trustees
Mark W. Holland
Secretary
December 29, 1995
WE URGE YOU TO MARK, SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE
SO YOU WILL BE REPRESENTED AT THE MEETING.
SPECIAL MEETING OF SHAREHOLDERS
LOOMIS SAYLES INVESTMENT TRUST
One Financial Center
Boston, Massachusetts 02111
PROXY STATEMENT
The enclosed proxy is solicited by the Trustees of Loomis
Sayles Investment Trust (the Trust ) for use at a special
meeting of shareholders of the Trust (the Meeting ) to be held
at its offices on January 22, 1996 and at any adjournments
thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders. Only shareholders of record at
the close of business on November 6, 1995 (the Record Date ) are
entitled to vote at the meeting or at any adjourned session
thereof. As of the Record Date, there were issued and
outstanding 11,566,497.976 shares of the Trust consisting of the
following number of shares of each of the following seven series
( Funds ):
<TABLE>
<CAPTION>
Outstanding Shares
Fund as of the Record Date
<S> <C>
High Yield Fixed Income 1
Convertible Bond 1
Mortgage Securities 4,968,993.248
California Tax-Free 799,147.556
Fixed Income 4,119,079.803
Investment Grade Fixed Income 1,392,653.614
Core Growth 286,621.755
</TABLE>
Each whole share shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional share shall be entitled to a
proportionate fractional vote.
The following table summarizes the proposals being presented for
shareholder consideration and indicates which Funds are required to vote on
which proposals:
<TABLE>
<CAPTION>
Election of Approval of
Trustees Advisory Contract
<S> <C> <C>
High Yield Fixed Income x
Convertible Bond x
Mortgage Securities x x
California Tax-Free x x
Core Growth x
Fixed Income x x
Investment Grade Fixed Income x x
</TABLE>
The Notice of Special Meeting, proxy card and this Proxy Statement are
being mailed to shareholders of record as of the Record Date on or about
December 29, 1995. A copy of the Annual Report of the Trust for the fiscal
period ended December 31, 1994 and its semi-annual report for the six
months ended June 30, 1995, each including financial statements, can be
obtained without charge by calling (800) 633-3330.
Shares represented by duly executed proxies will be voted for the
election of the nominees named herein as Trustees, unless such authority has
been withheld. With respect to the other matters specified in the proxy,
shares will be voted in accordance with the instructions made. If no
instructions are made, the proxy will be voted for the election as Trustees
of the nominees named below and for the matters specified in the proxy.
Proxies may be revoked at any time before they are voted by a written
revocation received by the Secretary of the Trust, by properly executing a
later-dated proxy or by attending the Meeting and voting in person.
Proxies will be solicited primarily by mailing this Proxy Statement and
its enclosures, but supplementary solicitations may also be made by mail,
telephone, telegraph or personal interview by officers of the Trust or by
officers, employees or agents of Loomis Sayles and its affiliates. The cost
of the solicitation will be borne by New England Mutual Life Insurance Company
( The New England ) and Metropolitan Life Insurance Company ( Metropolitan
Life ).
This Proxy Statement contains information relating to the Merger (the
Merger ) of The New England into Metropolitan Life. Metropolitan Life's
principal address is One Madison Avenue, New York, NY 10010. The Merger is
being treated, for purposes of the Investment Company Act of 1940 (the 1940
Act ), as a change of control of New England Investment Companies, L.P.
( NEIC ) and its subsidiary, Loomis Sayles, which serves as adviser to the
Funds. Such change of control results in the automatic termination of the
Funds advisory agreements, effective at the time of the Merger. The initial
shareholder of each of the High Yield Fixed Income, Convertible Bond and Core
Growth Funds (the Pre-Approved Funds ) previously approved a new advisory
agreement with Loomis Sayles in contemplation of the Merger on October 2, 1995
in connection with the formation of such Funds. The Trustees of the Trust
have approved and recommend that shareholders of the Mortgage Securities,
California Tax-Free, Fixed Income and Investment Grade Fixed Income Funds
(the Voting Funds ) approve a new advisory agreement with Loomis Sayles
for each such Fund. Each proposed new agreement would be in substance
identical to the agreement currently in effect, and would take effect at
the time of the Merger. The result would be to permit Loomis Sayles to
continue to perform advisory services for the Voting Funds after the
Merger, on the same terms and conditions as are currently in effect. In
addition to the approval of new advisory agreements for the Voting Funds,
this Proxy Statement also contains information relating to the election of
Trustees collectively by shareholders of all the Funds.
I. ELECTION OF TRUSTEES
The Trustees have fixed at three the number of Trustees for election at the
Meeting. Timothy J. Hunt is being nominated to replace Robert E. Merrill
as an Independent Trustee (as defined below) who recently died, and Daniel
J. Fuss who is currently a vice president of the Trust is being nominated
to replace Charles J. Finlayson as a Trustee in connection with Mr.
Finlayson's retirement. It is also proposed that Mark Holland who has been
Secretary, Treasurer and Trustee of the Trust since its organization in
December of 1993 be re-elected. The nominees for Trustees who are proposed
for election at the Meeting and Mr. Finlayson, their ages and a description
of their principal occupations during the past five years are set forth below.
<TABLE>
<CAPTION>
Principal Occupations
Name of Trustee or Nominee Age for Last Five Years
<S> <C> <C>
<F1>Charles J. Finlayson<F2> 56 President of the Trust. Vice
President, General Counsel,
Secretary and Director, Loomis
Sayles
<F1>Daniel J. Fuss<F3> 61 Vice President of the Trust.
Executive Vice President and
Director, Loomis Sayles
Mark W. Holland 45 Vice President - Finance and
Administration, Loomis Sayles;
formerly, Chief Financial
Officer, Scully Signal Co.
Timothy J. Hunt<F3> 64 Retired. Formerly, Vice
President, Loomis Sayles
<FN>
<F1>
* Interested persons (as defined in the Investment Company Act of 1940
(the 1940 Act )) of the Trust. Messrs. Finlayson and Fuss are deemed
interested persons of the Trust and Loomis Sayles because of their
positions as officers of Loomis Sayles and their ownership of NEIC L.P.
Units. Mr. Hunt is currently an interested person because of his former
position with Loomis Sayles. By the time of the Meeting, however, a
sufficient amount of time will have passed since his retirement so that he
will no longer be deemed an interested person.
<F2>
(1) Currently a Trustee, but not a nominee
<F3>
(2) Not currently a Trustee
</FN>
</TABLE>
The terms of office of each person elected as a Trustee will be until the
next meeting held for the purpose of electing Trustees and until his successor
is elected and qualified. Each of the nominees has agreed to serve as a
Trustee if elected. If any of the nominees should be unavailable for election
at the time of the Meeting (which is not presently anticipated), the persons
named as proxies may vote for other persons in their discretion or the
Trustees may vote to fix the number of Trustees at fewer than five. The
Trust's Agreement and Declaration of Trust does not provide for the annual
election of Trustees. However, in accordance with the 1940 Act, (i) the
Trust will hold a shareholders meeting for the election of Trustees at
such times as less than a majority of the Trustees holding office have been
elected by shareholders, and (ii) if, after filling a vacancy on the Board of
Trustees, less than two- thirds of the Trustees holding office would have been
elected by the shareholders, that vacancy may only be filled by a vote of the
shareholders. In addition, Trustees may be removed from office by a written
consent signed by the holders of two-thirds of the outstanding shares of the
Trust and filed with the Trust s custodian, or by vote of the holders of
two-thirds of the outstanding shares of the Trust at a meeting duly called
for such purpose, which meeting shall be held upon the written request of
the shareholders of not less than 10% of the Trust s outstanding shares.
In connection with the Merger, as described in Part II of this Proxy
Statement, it is required that for a period of three years following the
transaction, at least 75% of the Board of Trustees of the Trust be persons who
are not interested persons of the Trust s investment adviser or predecessor
investment adviser. Accordingly, it is expected that Messrs. Fuss and Holland
will resign upon closing of the Merger.
The Trustee of the Trust who is not an interested person (as defined in the
1940 Act) of the Trust or Loomis Sayles (the Independent Trustee ) performs
the functions of an audit and contract review committee. His
responsibilities as such include review of financial and accounting
controls and procedures; recommendations as to the selection of the
independent accountants; review of the scope of the audit; review of
financial statements and audit reports; and review of the independence of
the independent accountants and approval of fees and assignments relating
to all activities of the independent accountants on the Trust s behalf. In
addition, the committee reviews and makes recommendations to the Board as to
contracts requiring approval of a majority of the Independent Trustees and any
other contracts which may be referred to it by the Board.
No Trustee or nominee purchased or sold any securities of Loomis Sayles or
its parents or subsidiaries during 1995 other than Mr. Hunt who sold 1,750
NEIC L.P. Units. No nominee or current Trustee of the Trust beneficially
owns any shares of the Trust except Messrs. Finalson, Fuss and Holland who
each hold 6,000, 10,000 and 6,000 NEIC L.P. Units, respectively. Messrs.
Finlayson and Holland are currently employees of Loomis Sayles. Prior to
January 1, 1994 Mr. Hunt was also employed by Loomis Sayles. No other
Trustee or Nominee owns any securities of or has had during the past five
years any other material direct or indirect interest in Loomis Sayles or any
person controlling, controlled by or under common control with Loomis Sayles.
The current Board of Trustees was ratified by the Trust's initial
shareholder of January 11. 1994. In 1994, the Trust held three Board
meetings. Each of the Trustees attended at least 75% of the meetings of
the Board of Trustees and committees thereof of which such Trustee is a
member. Each Trustee who is not affiliated with Loomis Sayles is
compensated at the rate of $10,000 per annum and is reimbursed for travel
expenses in connection with attendance at meetings. The Trust pays no
compensation to its officers or to Trustees who are affiliated with Loomis
Sayles. The following table sets forth the compensation received by the
Trustees during 1994:
<TABLE>
Compensation Table
for the year ended December 31, 1994
<CAPTION>
(1) (2) (3) (4) (5)
Pension or Total
Retirement Estimated Compensation
Name of Person, Compensation as Part of Upon Complex <F1>
Position from Trust Fund Expenses Retirement Paid to Trustee
<S> <C> <C> <C> <C>
Charles J. Finlayson, $0 None None $0
President and Trustee
Mark W. Holland, $0 None None $0
Secretary, Treasurer
and Trustee
Robert E. Merrill, $10,000 None None $10,000
Trustee
<FN>
<F1>
* No Trustee receives any compensation from any mutual funds affiliated
with Loomis Sayles, other than the Trust.
</FN>
</TABLE>
The Agreement and Declaration of Trust and the By-Laws of the Trust provide
that the Trust will indemnify its Trustees and officers against liabilities
and expenses incurred in connection with litigation in which they may be
involved because of their offices with the Trust, except if it is determined
in the manner specified in the By-Laws that they have not acted in good faith
in the reasonable belief that their actions were in the best interests of the
Trust, and except that no such person shall be indemnified against any
liability to the Trust or its shareholders arising by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such person s office.
Required Vote. The vote of a plurality of the shares represented at the
Meeting (all Funds voting together as a single class) is required to elect the
nominees as Trustees.
The Trustees unanimously recommend election of each nominee for Trustee
listed above.
II. APPROVAL OF ADVISORY AGREEMENTS
The Merger. As explained above, the Merger of The New England into
Metropolitan Life is being treated, for purposes of the 1940 Act, as a change
of control of NEIC and its indirect majority owned subsidiary, Loomis Sayles,
which serves as investment adviser to the Funds. The 1940 Act provides that
such a change in control constitutes an assignment of the advisory
agreements under which Loomis Sayles provides advisory services to the
Funds. The 1940 Act further provides that such an assignment will result in
the automatic termination of each advisory agreement, at the time of the
Merger. The initial shareholder of each of the Pre-Approved Funds
previously approved a new advisory agreement with Loomis Sayles in
contemplation of the Merger on October 2, 1995 in connection with the
organization of such Funds. Proposal 2 seeks approval by shareholders of
the Voting Funds of a new investment advisory agreement for each such Fund,
to be effective at the time of the Merger. Each proposed new agreement
would be in substance identical to the agreement currently in effect. The
effect of Proposal 2 is to permit each Voting Fund to continue to operate,
following the Merger, under investment advisory arrangements substantially
identical to those in effect immediately before the Merger. Proposal 2
will not result in any change in the identity of the firm or personnel
providing advisory services to the Funds, or in the fee rates payable by the
Funds to Loomis Sayles. The Board of Trustees of the Trust unanimously
recommends that shareholders of each Voting Fund vote to approve a new
investment advisory agreement for such Fund, to be effective at the time of
the Merger.
In August of 1995, The New England and Metropolitan Life entered into an
agreement providing for the Merger of the two companies (the Merger
Agreement ). Metropolitan Life will be the surviving company following the
Merger. Both The New England and Metropolitan Life are mutual insurance
companies. The Merger will result in the insurance policyholders of The New
England becoming policyholders of Metropolitan Life. The policyholders of The
New England will not receive any other payment, property or consideration in
connection with the Merger. The Merger will not be effected unless it is
approved by the requisite vote of the policyholders of both The New England
and Metropolitan Life. The Merger also requires approval by various
government regulatory agencies. In addition, consummation of the Merger is
subject to the fulfillment of a number of other conditions, although the
parties may waive some or all of these conditions. There is no assurance that
the Merger will in fact be consummated. In addition, because it is impossible
to predict with certainty when the necessary regulatory approvals will be
obtained and the other conditions to the Merger will be fulfilled, it is not
known, as of the date of this Proxy Statement, when the Merger will occur.
The parties currently expect, however, that the Merger will not occur until
after the end of 1995.
NEIC is organized as a limited partnership, NEIC s sole general partner,
New England Investment Companies, Inc. ( NEIC Inc. ), is a wholly-owned
subsidiary of The New England. As a result of the Merger, NEIC Inc. would
become a direct or indirect wholly-owned subsidiary of Metropolitan Life. The
New England also owns a majority of the outstanding limited partnership
interest in NEIC. The Merger would result in Metropolitan Life becoming the
owner (directly or through a wholly-owned subsidiary) of this limited
partnership interest. The Merger Agreement provides that, following the
consummation of the Merger, Metropolitan Life shall have the right to
designate a majority of the board of directors of NEIC Inc.
Loomis Sayles is a limited partnership whose sole general partner is
Loomis, Sayles & Company, Incorporated ("LSCI"). LSCI is a wholly-owned
subsidiary of NEIC Holdings, Inc., which is a wholly-owned subsidiary of NEIC.
NEIC also owns the entire limited partnership interest in Loomis Sayles.
Under the Merger Agreement, The New England and Metropolitan Life agree
that they will use their best efforts to satisfy the conditions of Section
15(f) of the 1940 Act. Section 15(f) provides that an investment adviser to
a registered investment company (such as the Trust), and affiliated persons of
such investment adviser, may receive any amount or benefit in connection with
the sale of securities of, or a sale of any other interest in, such investment
adviser which results in an assignment of an investment advisory contract with
such investment company, if:
(1) for a period of 3 years after the time of such action, at least
75% of the board of such investment company are not interested persons of
such company s investment adviser or predecessor investment adviser, and
(2) there is not imposed an unfair burden on such investment company
as a result of such transaction or any express or implied terms,
conditions or understandings applicable thereto.
Satisfaction of condition (1) requires a change in the current composition of
the Fund's Board of Trustees. As detailed in Part I of the Proxy Statement,
it is expected that after the closing of the Merger, the Trust will have only
one Trustee, Timothy Hunt, as Messrs. Fuss and Holland are expected to resign
as Trustees at that time.
Information About Metropolitan Life. Metropolitan Life was incorporated
under the laws of New York in 1866 and since 1868 has been engaged in the life
insurance business under its present name. By the early 1900s, it had become
the largest life insurance company in the United States and is currently the
second largest life insurance company in the United States in terms of total
assets. Metropolitan Life s assets as of June 30, 1995 were over $130
billion, and its adjusted capital as of that date exceeded $8 billion.
Subsidiaries of Metropolitan Life manage over $25 billion in assets for mutual
funds, institutional and other investment advisory clients.
Board of Trustees Recommendation. The Board of Trustees unanimously
recommends that shareholders of the Voting Funds approve a new investment
advisory agreement for each such Fund, to be effective at the time of the
Merger. Each new agreement will be substantially identical to the agreement
in effect immediately before the Merger. The only difference will be that the
new advisory agreements will be dated the date of the Merger.
In coming to the recommendation set forth above, the Board of Trustees
reviewed extensive information about the Fund, Loomis Sayles, NEIC and
Metropolitan Life. Although the Trustees did not specifically consider the
policies of Loomis Sayles with respect to the placing of portfolio
transactions for the Funds with brokers or dealers who furnish brokerage and
research services to Loomis Sayles, they have in the past reviewed such
practices. No material change in brokerage arrangements is contemplated to
result from the approval of the new agreements.
Although the Merger is being treated as a change in control of NEIC and of
Loomis Sayles, the Merger is not expected to result in any change in the
personnel, operations or financial condition of NEIC or of Loomis Sayles.
NEIC has indicated that Loomis Sayles will continue to be independently
managed, as has historically been the case. Thus, the Merger is not expected
to result in any changes in the investment approaches or styles of Loomis
Sayles.
In order that each Voting Fund may continue to receive investment advisory
services following the Merger, on the same basis as before the Merger, the
Board of Trustees unanimously recommends that the shareholders of each Voting
Fund vote in favor of Proposal 2. If the shareholders of a Voting Fund do not
approve Proposal 2, the advisory agreement relating to that Fund will
terminate at the time of the Merger, and the Board of Trustees will consider
such alternative actions as are in the best interest of such Fund.
Existing Advisory Agreements. The Trust currently employs Loomis Sayles as
investment adviser under separate advisory agreements for each Voting Fund.
The date of each existing Voting Fund advisory agreement, the date of its last
submission for shareholder vote and the purpose of such submission is set
forth below:
<TABLE>
<CAPTION>
Purpose for
Submitting to
Date of Date of Last Shareholder Vote
Fund Old Agreement Shareholder Approval or Consent
<S> <C> <C> <C>
Mortgage Securities 12/1/94 12/12/94 Initial Approval
California Tax-Free 12/1/94 12/12/94 Initial Approval
Fixed Income 1/12/94 1/11/94 Initial Approval
Investment Grade
Fixed Income 1/12/94 1/11/94 Initial Approval
</TABLE>
Under each advisory agreement, Loomis Sayles manages the investment and
reinvestment of the assets of the relevant Fund and generally administers the
Fund s affairs, subject to supervision by the Board of Trustees of the
Trust. Loomis Sayles furnishes, at its own expense, all necessary office
space, facilities and equipment, services of executive and other personnel of
each Fund and certain administrative services. For these services, the
advisory agreements provide that each Fund shall pay Loomis Sayles a monthly
investment advisory fee at the annual percentage rates of the particular
Fund's average daily net assets shown in the table below. The table also
shows the amount of fees payable by each Voting Fund to Loomis Sayles from the
commencement of each Voting Fund s operations through December 31, 1994 before
giving effect to the voluntary fee reductions shown below, and the amount of
voluntary fee reductions and expense assumptions for that period:
<TABLE>
<CAPTION>
Fee
Fee Rate Advisory Fees Reductions
(As Annual Payable For and
Percentage the Fiscal Expenses
of Fund Period Ended Assumed
Average December 31, Through
Daily Net Net Assets 1994 (Before December
Assets) at 12/31/94 Fee Reductions) 31, 1994
<S> <C> <C> <C> <C>
Mortgage Securities .40 $0 $0 $0
California Tax-Free .50 0 0 0
Intermediate Grade
Fixed Income .60 0 0 0
Investment Grade
Fixed Income<F1> .40 4,649,482 9,331 23,021
<FN>
<F1>
*The Investment Grade Fixed Income Fund commenced operations on July 1,
1994. No other Fund commenced operations prior to January 1, 1995.
</FN>
</TABLE>
Loomis Sayles has voluntarily agreed, for an indefinite period, to
reduce its advisory fees and/or bear other Fund expenses, to the extent
necessary to limit Fund total operating expenses to .75% of average annual net
assets for the Intermediate Grade Fixed Income Fund, to .65% of average annual
net assets for the California Tax-Free Fund and to .55% of average annual net
assets for the Fixed Income Fund. With respect to the Mortgage Securities
Fund and the Convertible Bond Fund, Loomis Sayles has agreed, for an
indefinite period, to voluntarily charge no advisory fee and to assume all
other expenses of each such Fund except brokerage commissions and fees of
the Trust's Trustees who are not directors, officers or employees of
Loomis Sayles or its affiliates. Loomis Sayles may modify or terminate these
voluntary arrangements at any time.
Except as noted above with respect to the Mortgage Securities Fund and the
Convertible Bond Fund, the Trust pays the compensation of its Trustees who
are not directors, officers or employees of Loomis Sayles or its affiliates
(other than registered investment companies); registration, filing and other
fees in connection with requirements of regulatory authorities; all charges
and expenses of its custodian and transfer agent; the charges and expenses of
its independent accountants; all brokerage commissions and transfer taxes in
connection with portfolio transactions; all taxes and fees payable to
governmental agencies; the cost of any certificates representing shares of the
Funds; the expenses of meetings of the shareholders and Trustees of the Trust;
the charges and expenses of the Trust's legal counsel; interest on any
borrowings by the Funds; the cost of services, including services of counsel,
required in connection with the preparation of, and the cost of printing, the
Trust's registration statements, including amendments and revisions thereto,
annual, semiannual and other periodic reports of the Trust, and notices and
proxy solicitation materials furnished to shareholders or regulatory
authorities, to the extent that any such materials relate to the Trust or its
shareholders; and the Trust's expenses of bookkeeping, accounting, auditing
and financial reporting, including related clerical expenses.
Each advisory agreement provides that it will continue in effect for two
years from its date of execution and thereafter from year to year if its
continuance is approved at least annually (i) by the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
relevant Fund and (ii) by vote of a majority of the Trustees who are not
"interested persons" of the Trust, as that term is defined in the 1940 Act,
cast in person at a meeting called for the purpose of voting on such
approval. Any amendment to an advisory agreement must be approved by vote of
a majority of the outstanding voting securities of the relevant Fund and by
vote of a majority of the Trustees who are not interested persons, cast in
person at a meeting called for the purpose of voting on such approval. Each
agreement may be terminated without penalty by vote of the Board of Trustees
or by vote of a majority of the outstanding voting securities of the relevant
Fund, upon sixty days' written notice, or by Loomis Sayles upon ninety days'
written notice, and each advisory agreement terminates automatically in the
event of its assignment. In addition, each advisory agreement will
automatically terminate if the Trust or the Fund shall at any time be required
by Loomis Sayles to eliminate all reference to the words "Loomis" or "Sayles"
in the name of the Trust or the Fund, unless the continuance of the agreement
after such change of name is approved by a majority of the outstanding voting
securities of the relevant Fund and by a majority of the Trustees who are not
interested persons of the Trust or Loomis Sayles.
Each advisory agreement provides that Loomis Sayles shall not be subject to
any liability in connection with the performance of its services thereunder in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.
Each advisory agreement gives Loomis Sayles the authority to place purchase
and sale orders for portfolio securities. Although not specifically required
to by the advisory agreements, Loomis Sayles always seeks the best price and
for each Fund.
Additional Information About Loomis Sayles. The principal executive
officer of Loomis Sayles is Robert J. Blanding, whose principal occupation is
his position with Loomis Sayles. The address of Loomis Sayles and LSCI,
Loomis Sayles sole general partner, is One Financial Center, Boston,
Massachusetts 02111. Mr. Blanding's address is 465 First Street, West, #200,
Sonoma, California 95476.
In 1994, the Trust did not pay any commissions to affiliated brokers.
Loomis Sayles acts as investment adviser to the following other mutual
funds that have similar investment objectives to certain of the Funds, for
compensation at the annual fee rates of the corresponding average net assets
levels of those funds set forth in the table below. The table also sets forth
the net assets of those funds at December 31, 1994. Loomis Sayles also
provides investment advice to numerous other corporate and fiduciary clients.
<TABLE>
<CAPTION>
Fund of Trust Net Assets
With Similar (in millions) Annual Average
Other Fund Objectives at 12/31/94 Fee Rate Net Asset Levels
<S> <C> <C> <C> <C>
New England
Capital Growth
Fund Core Growth $111 .75% of first $200 million
.70% of next $300 million
.65% of excess over $500 million
Loomis Sayles
Avanti Growth
Series Core Growth $ 26 .50% of first $25 million
.40% of net $75 million
.35% of next $100 million
.30% of excess over $200 million
New England
Value Fund Core Growth $208 .75% of first $200 million
.70% of next $300 million
.65% of excess over $500 million
Loomis Sayles
Municipal Bond
Fund<F> Municipal
Securities 7.3 .60% at all levels
Loomis Sayles
Bond Fund<F1> Fixed Income 83.0 .60% at all levels
Maxim Corporate
Bond Fund Fixed Income $ 15 .30% at all levels
Maxim Small Cap
Aggressive Growth
Fund Core Growth $ 13 .50% of first $10 million
.40% of next $15 million
.35% of next $75 million
.30% of excess over $100 million
The Managers
Bond Fund Fixed Income $ 31 .25% at all levels
<FN>
<F1>
* Loomis Sayles has voluntarily agreed, for an indefinite period, to
reduce its advisory fees and/or bear other fund expenses, to the extent
necessary to limit fund total operating expenses to the annual rate of 1.00% of
average daily net assets for the Municipal Bond, U.S. Government Securities
and Short-Term Bond Funds and to 1.50% of average daily net assets for each
other fund.
Loomis Sayles may modify or terminate these voluntary arrangements
at any time.
</FN>
</TABLE>
Required Vote. Each Voting Fund's shareholders are entitled to vote with
respect to their Fund's advisory agreement, but not with respect to the
advisory agreements of the other Funds. Under the 1940 Act, the approval of
each Voting Fund s shareholders, by vote of the lesser of (1) 67% of the votes
represented at the Meeting, if more than 50% of the votes are represented at
the Meeting, or (2) more than 50% of the outstanding votes is required to
approve the advisory agreement for such Fund.
The Trustees recommend that the shareholders of each Voting Fund vote to
ratify the proposed advisory agreement relating to their Fund.
III. OTHER INFORMATION
The following table lists the executive officers of the Trust and their
ages. Each such person has been elected to the indicated office by the Trust's
Trustees. Each such person's principal occupation is as an employee or
officer of Loomis Sayles. Each officer's principal occupation for the past
five years is listed; similar prior positions within the same company are
omitted.
CHARLES J. FINLAYSON (56) -- President and Trustee. Vice President, Director,
General Counsel and Secretary, Loomis Sayles.
ROBERT J. BLANDING (48) -- Vice President. 35 North Lake Avenue, Pasadena,
California. President, Director and Chief Executive Officer, Loomis Sayles.
WILLIAM J. DRISCOLL (35) -- Vice President. Vice President, Loomis Sayles;
formerly, Vice President Merrill Lynch.
DANIEL J. FUSS (61) -- Vice President. Executive Vice President and Director,
Loomis Sayles.
KATHLEEN C. GAFFNEY (33) -- Vice President. Vice President, Loomis Sayles
ROBERT K. PAYNE (52) -- Vice President. Two Embarcadero Center, Vice
President, Loomis Sayles.
KENT P. NEWMARK (56) -- Vice President. Two Embarcadero Ctr., San Francisco,
California. Vice President and Director, Loomis Sayles.
MARK W. HOLLAND (45) -- Secretary, Treasurer and Trustee. Vice President --
Finance and Administration and Director, Loomis Sayles.
QUENTIN P. FAULKNER (57) -- Vice President. Vice President, Loomis Sayles
Except as indicated above, the address of each officer of the Trust
affiliated with Loomis Sayles is One Financial Center, Boston, Massachusetts
02111. The Trust pays no compensation to its officers.
As of the Record Date, the following persons owned beneficially (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934) 5% or more of
the outstanding shares of the following Funds:
<TABLE>
<CAPTION>
Percentage
of Shares
Shareholder Address held
<S> <C> <C>
Fixed Income Fund
City of Manchester Employees 1838 Elm Street
Contributory Retirement System Manchester, NH 03104 14.75%
The Norwich Free Academy Foundation, Inc. 305 Broadway
ABC Endowment Fund Norwich, CT 06360 5.37%
Painters D.C. 35 Pension Fund 25 Colgate Road
Roslindale, MA
02131-1105 28.39%
Marine Biological Laboratory Water Street
Woods Hole, MA 02543 9.74%
New Hampshire Charitable Foundation 37 Pleasant Street
Concord, MH 03301-4005 12.55%
J. Brian McGrath 2 Worthington Ave.
Spring Lake, NJ 07762 5.10%
Investment Grade Fixed Income Fund
Peabody Essex Museum East India Square
Salem, MA 01970 40.60%
The Charles H. Hood Foundation 95 Berkeley Street
Room 201
Boston, MA 02116 16.74%
York College of Pennsylvania York, PA 17405 38.88%
California Tax-Free Fund
Camille Basha and
Connie B. Vitale Jt. Tenants 1015 San Marino Ave.
San Marino, CA 91108 9.95%
Connie B. Vitale and 1015 San Marino Ave.
Camille A. Basha Jt. Tenants San Marino, CA 91108 9.46%
Meuth Family Trust 225 S. Lake Avenue
Pasadena, CA 91101 8.61%
Peter Davis Family Trust 400 First American
Center
Nashville, TN
73237-0402 11.69%
Paul M. Davis for
Peter Davis T/U/A 400 First American
Center
Nashville, TN
37237-0402 9.22%
Kenyon Family Trust 1755 Warwick Avenue
San Marino, CA 91108 6.71%
Koeppel Family Trust 1445 Caballero Road
Arcadia, CA 91006 7.87%
B.M. Raymond Trust 225 E. Colorado Blvd.
Pasadena, CA 91101 5.69%
Mortgage Securities Fund
Massachusetts State Teachers
and Employees Retirement Systems Trust 125 Summer Street
Boston, MA 02110 100.0%
Core Growth Fund
IBEW Local 915 Pension Annuity c/o First Benefits, Inc.
of North Florida, Inc.
7402 N. 56th St.
Suite 450
Tampa, FL 33617-7731 100.0%
</TABLE>
In the event that sufficient votes in favor of one or more items in the Notice
of Special Meeting are not received by the date of the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting to permit
further solicitation of proxies for such item or items. Any such adjournment
will require the affirmative vote of a majority of the shares present in
person or by proxy at the session of the Meeting to be adjourned. The persons
named as proxies will vote in favor of such adjournment those proxies which
they are entitled to vote in favor of such item or items. They will vote
against such adjournment those proxies required to be voted against such item
or items and will not vote any proxies that direct them to abstain from voting
on such item or items.
Although the Meeting is called to transact any other business that may
properly come before it, the only business that management intends to present
or knows that others will present is the business mentioned in the Notice of
Special Meeting. However, if any additional matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, it is
the intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless previously instructed to
the contrary by means of written instructions from a shareholder received by
the Secretary of the Trust.
Shareholder Proposals at Future Meetings. Shareholder proposals to be
presented at any future meeting of shareholders of the Trust must be received
by the Trust a reasonable time before the Trust's solicitation of proxies in
order for such proposals to be considered for inclusion in the proxy materials
relating to that meeting.
Quorum and Methods of Tabulation. Forty percent of the shares entitled to
vote, present in person or represented by proxy, constitutes a quorum for the
transaction of business with respect to such proposals at the Meeting. Votes
cast by proxy or in person at the meeting will be counted by persons appointed
by the Trust as tellers (the Tellers ) for the Meeting.
The Tellers will count the total number of votes cast for approval of the
proposals for purposes of determining whether sufficient affirmative votes
have been cast. The Tellers will count shares represented by proxies that
reflect abstentions and broker non-votes (i.e., shares held by brokers or
nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or
nominee does not have the discretionary voting power on a particular matter)
as shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. With respect to Proposal 1, neither
abstentions nor broker non- votes have any effect on the outcome of the
proposal. With respect to Proposal 2, abstentions and broker non-votes have
the effect of negative votes on the proposal.
LOOMIS SAYLES INVESTMENT TRUST
HIGH YIELD FIXED INCOME FUND
Proxy for a Special Meeting of Shareholders, January 22, 1996
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and Charles
J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles
Investment Trust on January 22, 1996 at 10:00 a.m. Boston time, and at any
adjournments thereof, all of the shares of the High Yield Fixed Income Fund
which the undersigned would be entitled to vote if personally present. 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 PROPOSAL 2 AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares
are registered in more than one name,
each joint owner or each fiduciary
should sign personally. Only authorized
persons should sign for corporations.
Dated: ____________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
LOOMIS SAYLES INVESTMENT TRUST
CONVERTIBLE BOND FUND
Proxy for a Special Meeting of Shareholders, January 22, 1996
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and Charles
J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles
Investment Trust on January 22, 1996 at 10:00 a.m. Boston time, and at any
adjournments thereof, all of the shares of the Convertible Bond Fund which the
undersigned would be entitled to vote if personally present. 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 PROPOSAL 2 AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares
are registered in more than one name,
each joint owner or each fiduciary
should sign personally. Only authorized
persons should sign for corporations.
Dated: ____________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
LOOMIS SAYLES INVESTMENT TRUST
MORTGAGE SECURITIES FUND
Proxy for a Special Meeting of Shareholders, January 22, 1996
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and Charles
J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles
Investment Trust on January 22, 1996 at 10:00 a.m. Boston time, and at any
adjournments thereof, all of the shares of the Mortgage Securities Fund which
the undersigned would be entitled to vote if personally present. 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 PROPOSAL 2 AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares
are registered in more than one name,
each joint owner or each fiduciary
should sign personally. Only authorized
persons should sign for corporations.
Dated: ____________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
LOOMIS SAYLES INVESTMENT TRUST
CALIFORNIA TAX-FREE FUND
Proxy for a Special Meeting of Shareholders, January 22, 1996
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and Charles
J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles
Investment Trust on January 22, 1996 at 10:00 a.m. Boston time, and at any
adjournments thereof, all of the shares of the California Tax-free Fund which
the undersigned would be entitled to vote if personally present. 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 PROPOSAL 2 AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares
are registered in more than one name,
each joint owner or each fiduciary
should sign personally. Only authorized
persons should sign for corporations.
Dated: ____________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
LOOMIS SAYLES INVESTMENT TRUST
FIXED INCOME FUND
Proxy for a Special Meeting of Shareholders, January 22 1996
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and Charles
J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles
Investment Trust on January 22, 1996 at 10:00 a.m. Boston time, and at any
adjournments thereof, all of the shares of the Fixed Income Fund which the
undersigned would be entitled to vote if personally present.
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 PROPOSAL 2 AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares
are registered in more than one name,
each joint owner or each fiduciary
should sign personally. Only authorized
persons should sign for corporations.
Dated: ____________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
LOOMIS SAYLES INVESTMENT TRUST
INVESTMENT GRADE FIXED INCOME FUND
Proxy for a Special Meeting of Shareholders, January 22, 1996
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and Charles
J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles
Investment Trust on January 22, 1996 at 10:00 a.m. Boston time, and at any
adjournments thereof, all of the shares of the Investment Grade Fixed Income
Fund which the undersigned would be entitled to vote if personally present.
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 PROPOSAL 2 AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares
are registered in more than one name,
each joint owner or each fiduciary
should sign personally. Only authorized
persons should sign for corporations.
Dated: ____________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
LOOMIS SAYLES INVESTMENT TRUST
CORE GROWTH FUND
Proxy for a Special Meeting of Shareholders, January 22 1996
The undersigned hereby appoints Mark W. Holland, Daniel J. Fuss and Charles
J. Finlayson, and each of them separately, as proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at a Special Meeting of Shareholders of Loomis Sayles
Investment Trust on January 22, 1996 at 10:00 a.m. Boston time, and at any
adjournments thereof, all of the shares of the Core Growth Fund which the
undersigned would be entitled to vote if personally present. 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 ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares
are registered in more than one name,
each joint owner or each fiduciary
should sign personally. Only authorized
persons should sign for corporations.
Dated: ____________________________
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
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 electing all of the nominees for Trustees and, in the case of the
California Tax-Free Fund, the Investment Grade Fixed Income Fund, the
Fixed Income Fund, and the Mortgage Securities Fund, FOR the other proposal
below.
1. ELECTION OF FOR electing WITHHOLD
TRUSTEES the three AUTHORITY to
nominees vote for all
except as nominees
marked to the listed below
contrary
below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) Daniel J. Fuss (B) Mark W. Holland (C) Timothy J. Hunt
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE PROPOSED NEW
ADVISORY AGREEMENT
(California Tax-Free, Investment Grade Fixed Income, Fixed Income
and Mortgage Securities Funds only)
This proxy is solicited on behalf of the Trustees of the Loomis Sayles
Investment Trust. Please sign the reverse side of this card. Your signature
acknowledges receipt of the Notice of the Special Meeting and the
accompanying Proxy Statement.
ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
