<PAGE>
March 15, 1999
Dear Shareholder:
A special meeting of the shareholders of Loomis Sayles Investment Trust
will be held on April 6, 1999 at 2 p.m. to elect trustees of the Trust and to
conduct any other business that may arise at the meeting or an adjournment of
the meeting.
Enclosed is a blue folder that contains a proxy statement that provides
information about the meeting in one pocket and a two page, blue proxy ballot in
the other pocket. After you have reviewed the proxy statement, please mark your
proxy ballot and sign it in the appropriate capacity. Please return both pages
of the blue proxy ballot in the self-addressed stamped envelope provided.
If you have any questions about the special meeting of shareholders, the
proxy statement or marking your proxy ballot, please call (800) 633-3330.
Very truly yours,
Sheila M. Barry
Secretary
<PAGE>
LOOMIS SAYLES INVESTMENT TRUST
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
[x] 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):
[x] No fee required
[_] 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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] 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
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed: _________
<PAGE>
LOOMIS SAYLES INVESTMENT TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Loomis Sayles Investment Trust:
A Special Meeting (the "Meeting") of the shareholders of Loomis Sayles
Investment Trust, a Massachusetts business trust (the "Trust"), will be held on
April 6, 1999 at 2:00 p.m. Boston time on the 34th floor of One Financial
Center, Boston, Massachusetts, for the following purposes:
I. To elect Trustees.
II. 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 March 1, 1999 are
entitled to notice of and to vote at the Meeting.
By Order of the Trustees,
Sheila M. Barry
Secretary
March 15, 1999
WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO YOU WILL BE REPRESENTED AT THE MEETING.
-2-
<PAGE>
SPECIAL MEETING OF SHAREHOLDERS
LOOMIS SAYLES INVESTMENT TRUST
One Financial Center
Boston, Massachusetts 02111
PROXY STATEMENT
The enclosed proxy is solicited by the Trustee 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 April 6, 1999 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 March 1, 1999 (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 43,937,122 shares of the Trust consisting of the
following number of shares of each of the seven series of the Trust:
Outstanding Shares
------------------
<TABLE>
<CAPTION>
OUTSTANDING SHARES
FUND AS OF THE RECORD DATE
<S> <C>
California Tax-Free Income 1,931,223.051
Core Fixed Income 1,908,785.817
Core Growth 2,044,788.957
Fixed Income 22,888,338.926
High Yield Fixed Income 2,208,657.644
Intermediate Duration 1,531,446.951
Investment Grade Fixed Income 11,423,882.033
</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. All shares are entitled to vote on the proposal
to elect Trustees.
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 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 March
15, 1999. A copy of the Annual
-3-
<PAGE>
Report of the Trust for the fiscal period ended September 30, 1998, 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. If no instructions are made, the proxy will be voted for the election
as Trustees of the nominees named below. 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 & Company, L.P. ("Loomis Sayles") and its
affiliates. The cost of the solicitation will be borne by the Trust.
-4-
<PAGE>
I. ELECTION OF TRUSTEES
The Trustee has fixed at four the number of Trustees proposed for election
at the Meeting. Messrs. Charles J. Finlayson, Earl W. Foell and Timothy J. Hunt
are being nominated as Independent Trustees (as defined below). Mr. Mark W.
Holland is being nominated as an Interested Trustee (i.e. a Trustee who is not
an Independent Trustee). The nominees, their ages and their principal
occupations during the past five years are listed below.
<TABLE>
<CAPTION>
Name of Nominee Age Principal Occupations for Last Five Years
- --------------- --- -----------------------------------------
<S> <C> <C>
Charles J. Finlayson 59 Vice President, General Counsel, Secretary and
Director of Loomis Sayles and Vice President and
General Counsel of the Trust until February 1996;
Consultant to Loomis Sayles until August 1996.
Earl W. Foell 69 Editor of The Christian Science Monitor; Trustee
of Loomis Sayles Funds; Editor-in-Chief of World
Monitor Magazine until April 1993.
Mark W. Holland/1/ 49 Treasurer of the Trust and of Loomis Sayles Funds;
Trustee of Loomis Sayles International Funds; Vice
President, Finance and Administration and Director
of Loomis Sayles.
Timothy J. Hunt 67 Trustee of the Trust; Trustee of Loomis Sayles &
Company Pension and Profit Sharing Plan; Vice
President and Director of Fixed Income Research
for Loomis Sayles until December 1993.
</TABLE>
If elected at the Meeting, Messrs. Finlayson, Foell, Holland and Hunt will
serve as Trustees. 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 four.
______________
/1/ Mr. Holland is considered an Interested Person within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") due to
his positions with the Trust and Loomis Sayles.
-5-
<PAGE>
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 order for the merger of The New England into Metropolitan Life on August
30, 1996, to fall within the "safe harbor" afforded by Section 15(f) of the 1940
Act, at least 75% of the Board of Trustees of the Trust must be Independent
Trustees for a period of three years following the merger (i.e. until August 30,
1999). An Independent Trustee is a person who is not an Interested Person (as
defined in Section 2(a)(19) of the 1940 Act) of the Trust's investment adviser,
Loomis Sayles. Since Mr. Hunt (the current Trustee) is an Independent Trustee,
the Board of Trustees currently satisfies this requirement. Likewise, if the
four nominees (Messrs. Finlayson, Foell, Holland and Hunt) are elected as
Trustees, Messrs. Finlayson, Foell and Hunt would be Independent Trustees, so
that the Board of Trustees would continue to satisfy this requirement.
The table below provides information as of [most recent practicable date]
regarding ownership of shares of the Trust by (i) each nominee and current
Trustee of the Trust and (ii) all Trustees and officers of the Trust as a group.
<TABLE>
<CAPTION>
Name Number of Shares Owned % of Class
--------------------------- ---------------------- ----------
<S> <C> <C>
Charles J. Finlayson 0 0
Earl W. Foell 0 0
Mark W. Holland 0 0
Timothy J. Hunt 0 0
All Trustees and Officers
as a group (4 persons) 0 0
</TABLE>
-6-
<PAGE>
Information regarding the current Board of Trustees is presented in the
table below.
<TABLE>
<CAPTION>
Name of Trustee Age Positions and Offices with Registrant
----------------- --- -------------------------------------
<S> <C> <C>
Timothy J. Hunt 67 Trustee
</TABLE>
Mr. Hunt's term of office is until his successor is elected and qualified.
Mr. Hunt has served as trustee since 1994. Mr. Hunt's business experience
during the past five years includes serving as Trustee of the Trust and Trustee
of Loomis Sayles & Company Pension and Profit Sharing Plan. Mr. Hunt formerly
served as Vice President and Director of Fixed Income Research for Loomis Sayles
(until December 1993).
If the nominees are elected as Trustees, the Independent Trustees (i.e.
Messrs. Finlayson, Foell and Hunt) will perform the functions of an audit and
contract review committee. Their responsibilities as such will include (i)
review of financial and accounting controls and procedures, (ii) recommendations
as to the selection of the independent accountants, (iii) review of the scope of
the audit, (iv) review of financial statements and audit reports and (v) 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 will review and make recommendations
to the Board regarding contracts requiring approval of a majority of the
Independent Trustees and any other contracts that the Board may refer to the
committee.
During the fiscal period ended September 30, 1998, the Board of Directors
of the Trust held three meetings. Mr. Hunt, the lone Trustee, attended all three
of these meetings. Since the Trust recently changed the end date for its fiscal
year from December 31 to September 30, the fiscal period that ended September
30, 1998 was only nine months long.
Each Trustee who is not affiliated with Loomis Sayles will be compensated
at the rate of $10,000 per annum and will be reimbursed for travel expenses in
connection with attending meetings. The following table sets forth the
compensation received by the Trustee during the fiscal period ended September
30, 1998:
-7-
<PAGE>
Compensation Table
for the fiscal period ended September 30, 1998
----------------------------------------------
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Total
Pension or Estimated Compensation
Aggregate Retirement as Annual from Trust and
Name of Compensation Part of Benefits Trust Complex/2/
Person, Position from Trust Trust Expenses Upon Retirement Paid to Trustee
---------------- ---------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
Timothy J. Hunt, $10,000 $ 0 $ 0 $10,000
Trustee
</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.
THE CURRENT TRUSTEE RECOMMENDS THAT THE SHAREHOLDERS OF THE TRUST VOTE FOR
THE ELECTION OF EACH OF THE NOMINEES AS TRUSTEES.
_________________
/2/ Mr. Hunt does not receive compensation from any mutual funds affiliated
with Loomis Sayles, other than the Trust.
-8-
<PAGE>
II. OTHER INFORMATION
The following is a list of the executive officers of the Trust and their
ages. The term of office for each of these officers is until he or she is
removed from office. 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.
DANIEL J. FUSS (65) -- President. Executive Vice President and Director, Loomis
Sayles.
MARK W. HOLLAND (49) -- Treasurer. Vice President, Finance and Administration
and Director, Loomis Sayles.
SHEILA M. BARRY (53) -- Secretary and Compliance Officer. Assistant General
Counsel and Vice President, Loomis Sayles. Formerly, Senior Counsel and Vice
President, New England Funds, L.P.
ROBERT J. BLANDING (51) -- Executive Vice President. 465 First Street West,
Sonoma, California. President, Chairman, Director and Chief Executive Officer,
Loomis Sayles.
WILLIAM F. CAMP (37) -- Vice President. 1533 North Woodward, Bloomfield Hills,
Michigan. Vice President, Loomis Sayles. Formerly, Portfolio Manager, Kmart
corporation.
CHRISTOPHER R. ELY (43) -- Vice President. Vice President, Loomis Sayles;
formerly Senior Vice President and portfolio manager, Keystone Investment
Management Company, Inc.
QUENTIN P. FAULKNER (60) -- Vice President. Vice President, Loomis Sayles.
PHILIP C. FINE (49) -- Vice President. Vice President, Loomis Sayles; formerly
Vice President and portfolio manager, Keystone Investment Management Company,
Inc.
KATHLEEN C. GAFFNEY (37) -- Vice President. Vice President, Loomis Sayles.
JEFFREY L. MEADE (48) -- Vice President. Chief Operating Officer, Executive
Vice President and Director, Loomis Sayles.
KENT P. NEWMARK (60) -- Vice President. 555 California Street, San Francisco,
California. Vice President, Loomis Sayles.
ROBERT K. PAYNE (56) -- Vice President. 555 California Street, San Francisco,
California. Vice President, Loomis Sayles.
ANTHONY J. WILKINS (56) -- Vice President. Vice President and Director, Loomis
Sayles.
-9-
<PAGE>
DAVID L. SMITH (39) -- Vice President. Vice President, Loomis Sayles; formerly
Vice President and portfolio manager, Keystone Investment Management Company,
Inc.
MARI J. SUGAHARA (34) -- Vice President. Vice President, Loomis Sayles.
FREDERICK E. SWEENEY, JR. (37) -- Vice President. Vice President, Loomis
Sayles. Formerly, Investment Consultant at Meketa Investment Group and Vice
President of New England Investment Associates.
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 March 1, 1999, 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 a series of the Trust:
<TABLE>
<CAPTION>
No. of Shares % of Shares
------------- -----------
Shareholder Address Owned Held
- ----------- ------- ----- ----
<S> <C> <C> <C>
CALIFORNIA TAX-FREE FUND
First American Trust 400 First American Center 214,013 11%
Company, Paul M. Davis for Nashville, TN 37237-0402
Peter Davis
Phillipa Scott Trust 16133 Ventura Blvd. 188,175 9%
Encino, CA 91436
Koeppel Family Trust 1445 Cabellero Road 166,216 8%
Arcadia, CA 91006
Judith Ann Kenyon, Trustee, 1755 Warwick Ave. 124,627 6%
Trust dated 2/23/89 San Marino, CA 91108
Connie B. Vitale & Camille 1015 San Marino Avenue 119,883 6%
Basha, Jt. Tenants San Marino, CA 91108
James M. Cubbon 1416 Via Margarita 118,129 6%
Palos Verdes Estates, CA
90274
Joseph E. & Ellen Meuth 225 S. Lake Avenue 107,123 5%
Family Trust Pasadena, CA 91101
</TABLE>
-10-
<PAGE>
<TABLE>
<S> <C> <C> <C>
First American Trust 400 First American Center 98,636 5%
Company, Davis Family Nashville, TN 37237-0402
Camille Basha and Connie 1015 San Marino Avenue 98,242 5%
B. Vitale, Jt. Tenants San Marino, CA 91108
CORE FIXED INCOME FUND
Asbestos Workers Local #84 36 East Warner Road 5,678,201 28%
Pension Plan Akron, OH 44319
Crane Plastics Employee P. O. Box 1047 3,321,820 16%
Retirement Plan Columbus, OH 43216
Sheet Metal Workers Local 2075 West Big Beaver #520 191,813 10%
Union #292 Annuity Fund Troy, MI 48037
Hospitalers Committee of 500 Temple Avenue 154,409 8%
Detroit Commandery #1 Detroit, MI 48201
Southeastern Michigan 25180 Lahser Road 152,848 8%
Chapter, NECA P. O. Box 385
Southfield, MI 48037
Ironworkers Local #340 519 East Columbia 135,388 7%
Supplementary Retirement Battle Creek, MI 49015
Plan
Sign, Pictorial & Display 30700 Telegraph Road 128,284 6%
Union Local #591 AFL-CIO Suite 2400
Display Group Supplemental Bingham Farms, MI 48025
Pension Fund
Michigan Peer Review 40600 Ann Arbor Road 113,433 5%
Suite 200
Plymouth, MI 48170
CORE GROWTH FUND
Brockton Health Corp. 680 Centre Street 966,012 47%
Endowment Brockton, MA 02402-3395
Brockton Hospital 680 Centre Street 514,526 25%
Pension Trust Brockton, MA 02402-3395
</TABLE>
-11-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Jewish Federation of Rhode 130 Sessions Street 485,313 24%
Island Providence, RI 02906
FIXED INCOME FUND
Marsh & McLennan 1166 Avenue of the 3,205,555 14%
Companies Defined Benefit Americas
Plan Remainder Unitrust A New York, NY 10036-2774
Boehringer Ingelheim 900 Ridgebury Road 2,390,197 10%
Corporation Ridgefield, CT 06887
New Hampshire Charitable 37 Pleasant Street 2,311,086 10%
Foundation Concord, NH 03301-4005
Painters & Allied Trades 25 Colgate Road 2,170,282 9%
District Council #35 Roslindale, MA 02131-1105
Pension Fund
Somerville Retirement System 50 Evergreen St. 1,400,760 6%
City Hall Annex
Somerville, MA 02145
HIGH YIELD FIXED INCOME
FUND
Blue Cross Blue Shield of 100 Summer Street 1,425,392 65%
Massachusetts, Inc. Boston, MA 02110
Retirement Income Trust
Energen Corporation 210 Sixth Avenue, North 471,608 21%
Retirement Income Plan Birmingham, AL 35203
Worcester Polytechnic Institute 100 Institute Road 298,805 14%
Worcester, MA 01609
INTERMEDIATE DURATION FUND
Trustees of Clark University 950 Main Street 1,531,446 100%
Worcester, MA 01610
</TABLE>
-12-
<PAGE>
<TABLE>
<S> <C> <C> <C>
INVESTMENT GRADE FIXED
INCOME FUND
Peabody Essex Museum East India Square 1,471,422 13%
Salem, MA 01970
Wichita State University 1845 Fairmont 1,187,517 10%
Endowment Association Wichita, KS 67260
Boston & Co. Mellon Bank N.A. 1,142,209 9%
A/C MAFF183002 Mutual Funds
P.O. Box 3198
Pittsburg, PA 15230
Local 522 Pension Fund 139-16 91st Avenue 990,765 9%
Jamaica, NY 11435
Jupiter & Co. P. O. Box 9130, FPG 90 984,870 9%
Boston, MA 02117-9130
Braintree Contributory 71 Cleveland Avenue 888,253 8%
Retirement System Braintree, MA 02184
FMB Trust Company P. O. Box 1596 767,249 7%
Baltimore, MD 21203-1596
</TABLE>
Forty percent (40%) 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.
In the event that sufficient votes in favor of the election of any of the
nominees 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. 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 the
election of any of the nominees. They will vote against such adjournment those
proxies withholding authority to vote in favor of all four nominees.
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, the
persons named in the enclosed proxy intend to vote the proxies 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.
-13-
<PAGE>
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.
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 the election of Trustees, neither abstentions nor
broker non-votes have any effect on the outcome of the election.
-14-
<PAGE>
LOOMIS SAYLES INVESTMENT TRUST
Proxy for a Special Meeting of Shareholders, April 6, 1999
The undersigned hereby appoints Sheila M. Barry, Daniel J. Fuss and Mark W.
Holland, 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 April
6, 1999 at 2:00 p.m. Boston time, and at any adjournments thereof, all of the
shares of Loomis Sayles Investment Trust 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 THE
---
PROXY STATEMENT.
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
fiduciary should sign personally. Only
authorized persons should sign for
corporations.
Dated: ____________________________
___________________________________
Signature
___________________________________
Signature (if held jointly)
-15-
<PAGE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEE RECOMMENDS A VOTE
FOR ELECTING EACH OF THE NOMINEES AS TRUSTEES.
1. ELECTION OF [_] FOR electing the [_] WITHHOLD AUTHORITY to
TRUSTEES four nominees, except as vote for all of the
marked to the contrary nominees listed
below below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), DRAW A LINE THROUGH
THAT NOMINEE'S NAME
Nominees:
- ---------
<TABLE>
<S> <C> <C> <C>
(A) Charles J. Finlayson (B) Earl W. Foell (C) Mark W. Holland (D) Timothy J.Hunt
</TABLE>
This proxy is solicited on behalf of 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.
-16-
