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LOOMIS SAYLES INVESTMENT TRUST
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LOOMIS SAYLES INVESTMENT TRUST
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LOOMIS SAYLES INVESTMENT TRUST
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(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
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Notes:
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August , 2000
Dear Shareholders:
Loomis, Sayles & Company, L.P. is pleased to inform you
that our parent company, Nvest Companies, L.P. (Nvest), has
[Photo of agreed to be acquired by France's Caisse des Depots Group's
Daniel J. Fuss] investment management arm--CDC Asset Management (CDC AM).
A special meeting of shareholders will be held on October 12, 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. As a shareholder, we
want to assure you 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) .
Sincerely,
Daniel J. Fuss
President,
Loomis Sayles Investment Trust
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PROPOSAL OVERVIEW
Below is an overview of proposals 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 Investment Trust 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, 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.
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 AM 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.
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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
Loomis Sayles management, investment philosophy, operating procedures or
client service functions. As a firm, Loomis Sayles 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 part of one of the most important diversified financial
organizations in Europe whose affiliates include France's largest insurance
firm and its second largest network of savings banks.
How can I vote?
By mail. Vote, sign and return the enclosed proxy card
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Preliminary Proxy Materials
Loomis Sayles Investment Trust
One Financial Center
Boston, MA 02111
Loomis Sayles California Tax-Free Fixed Income Fund
Loomis Sayles Core Fixed Income Fund
Loomis Sayles Fixed Income Fund
Loomis Sayles High Yield Fixed Income Fund
Loomis Sayles Intermediate Duration Fixed Income Fund
Loomis Sayles Investment Grade Fixed Income Fund
Loomis Sayles Provident Fund
Loomis Sayles Small Company Growth Fund
Loomis Sayles Small Company Value Fund
(the "Funds")
Notice of Special Meeting of Shareholders
October 12, 2000
A Special Meeting of the shareholders of each Fund will be held on October
12, 2000 at Eastern Time at the offices of Loomis Sayles Investment
Trust 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 15, 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 28, 2000
Please respond. Your vote is important. Please complete, sign, date and
return the enclosed proxy card, whether or not you plan to attend the
meeting.
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PROXY STATEMENT
Loomis Sayles Investment Trust
One Financial Center
Boston, MA 02111
Loomis Sayles California Tax-Free Fixed Income Fund
Loomis Sayles Core Fixed Income Fund
Loomis Sayles Fixed Income Fund
Loomis Sayles High Yield Fixed Income Fund
Loomis Sayles Intermediate Duration Fixed Income Fund
Loomis Sayles Investment Grade Fixed Income Fund
Loomis Sayles Provident Fund
Loomis Sayles Small Company Growth Fund
Loomis Sayles Small Company Value Fund
(the "Funds")
The Trustees of Loomis Sayles Investment Trust (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 12, 2000 Eastern time at the offices of
Loomis Sayles Investment Trust on the 34th Floor of One Financial Center,
Boston, MA 02111. The meeting notice, this Proxy Statement and proxy cards are
being sent on or about August 28, 2000 to shareholders of record at the close
of business on August 15, 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 for each Fund (each Fund's
"New Advisory 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 AM 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
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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
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.
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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.
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 15, 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
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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.
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;
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. 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
Investment Trust 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 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.
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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, the Adviser General Partner is One Financial Center, Boston, MA
02111. The address of Robert J. 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
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 Investment Trust 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 their Fund.
Assuming a transaction price of $40 per unit, and the
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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 Investment Trust will receive certain material payments or
benefits if the transaction occurs. The transaction will result in automatic
termination of the Current Advisory Agreements. If for some reason the
transaction does not occur, and 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% French state owned. The main place of business of CDC AM is 7,
place des Cinq Martyrs du Lycee Buffon, 75015 Paris, France. The registered
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 in an amount
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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 Trust Trustees and Officers. The
persons listed on Appendix F are officers of Loomis Sayles Investment Trust
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 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 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 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.
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
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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 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 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.
Other Information
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 Investment Trust, One Financial Center,
Boston, MA 02111.
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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 and 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 Loomis Sayles Investment Trust.
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.
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. Shares represented by duly executed
proxies will be voted as instructed on the proxy. If no instructions are
given, the proxy will be voted in favor of the relevant New Advisory
Agreement(s). You can revoke your proxy by sending a signed, written letter of
revocation to the Secretary Loomis Sayles Investment Trust, by properly
executing and submitting a later-dated proxy or 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 Investment Trust 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 or (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
10
<PAGE>
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.
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 votes have been received at the time of the Meeting
in connection with any of the 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 Investment Trust has previously received written
contrary instructions from the shareholder entitled to vote the shares.
Shareholder Proposals at Future Meetings. Loomis Sayles Investment Trust
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 Investment Trust solicits proxies for that meeting, in order to
be considered for inclusion in the proxy materials for that meeting.
11
<PAGE>
Appendix A
LOOMIS SAYLES INVESTMENT TRUST
<TABLE>
<CAPTION>
Description
of Trustee
Action
Regarding
Current Date of Last
Advisory Submission
Agreement of Current Advisory
Date of Since Agreement for
Advisory Current Beginning of Shareholder Approval
Fee Rate Advisory Fund's Last and Reason for
Name of Fund Schedule Agreement Fiscal Year Submission
------------ -------- --------- ------------ --------------------
<S> <C> <C> <C> <C>
Loomis Sayles California .50% 8/30/96 Approved 11/21/95 approved
Tax-Free Fixed Income continuation new advisory due to
Fund an assignment
Loomis Sayles Core Fixed .35% 8/30/96 Approved 11/21/95 approved
Income Fund continuation new advisory due to
an assignment
Loomis Sayles Fixed .50% 8/30/96 Approved 11/21/95 approved
Income Fund continuation new advisory due to
an assignment
Loomis Sayles High Yield .60% 8/30/96 Approved 11/21/95 approved
Fixed Income Fund continuation new advisory due to
an assignment
Loomis Sayles .40% 8/30/96 None None
Intermediate Duration
Fixed Income Fund
Loomis Sayles Investment .40% 8/30/96 None None
Grade Fixed Income Fund
Loomis Sayles Provident .50% 8/30/96 Approved 11/21/95 approved
Fund amended* continuation new advisory due to
an assignment
Loomis Sayles Small .75% March 26, None None
Company Growth Fund 1999
Loomis Sayles Small .75% May 14, None None
Company Value Fund 1999
</TABLE>
-----------
* amended to change name of Fund.
A-1
<PAGE>
Appendix B
FORM OF INVESTMENT ADVISORY AGREEMENTS
TO BE PROVIDED.
B-1
<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
asset levels of those funds set forth below.
<TABLE>
<CAPTION>
Adviser's
Relationship
Net Assets of to Fund
Name of Other Fund(s) Other Funds at (Adviser or
Name of Fund with Similar Objectives June 30, 2000 Fee Rate Sub-Adviser)
------------ ----------------------- -------------- -------- ------------
<S> <C> <C> <C> <C>
Loomis Sayles Investment None N/A N/A N/A
Trust
--Loomis Sayles
California
Tax Free Income Fund
Loomis Sayles Investment None N/A N/A N/A
Trust
--Loomis Sayles Core
Fixed
Income Fund
Loomis Sayles Investment None N/A N/A N/A
Trust
--Provident Fund
Loomis Sayles Investment Loomis Sayles Funds-- $ 25,983,013 .60% on all assets Adviser
Trust Loomis Sayles Managed
--Loomis Sayles Fixed Bond Fund
Income Fund
Maxim Series Inc.--Maxim $ 194,109,320 .30% on all asset Sub-
Corporate Bond Portfolio Adviser
Loomis Sayles Funds-- $1,719,168,650 .60% on all assets Adviser
Loomis Sayles Bond Fund
Managers Bond Fund $ 39,775,657 .25% on all assets Sub-
Adviser
Loomis Sayles $ 55,450,961 .60% on all assets Adviser
International Funds,
plc--Loomis Sayles Bond
Fund
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
Adviser's
Relationship
Net Assets of to Fund
Name of Other Fund(s) Other Funds at (Adviser or
Name of Fund with Similar Objectives June 30, 2000 Fee Rate Sub-Adviser)
------------ ----------------------- -------------- -------- ------------
<S> <C> <C> <C> <C>
Loomis Sayles Investment Loomis Sayles Funds-- $1,719,168,650 .60% on all assets Adviser
Trust Loomis Sayles High Yield
--Loomis Sayles High Bond Fund
Yield
Fixed Income Fund
Metropolitan Series, $ 69,521,720 .50% on all assets Sub-
Inc.--Loomis Sayles High Adviser
Yield Portfolio
Loomis Sayles $ 62,823,319 .60% on all assets Adviser
International Funds,
plc--Loomis Sayles High
Yield Fund
Loomis Sayles Investment None N/A N/A N/A
Trust
--Loomis Sayles
Investment
Grade Fixed Income Fund
Loomis Sayles Investment None N/A N/A N/A
Trust
--Loomis Sayles
Provident Fund
Loomis Sayles Investment Nvest Star Small Cap $ 7,979,795 .55% on the first 50 Sub-
Trust Fund (1 segment) million Adviser
--Loomis Sayles Small .50 on such assets
Company Growth in excess of $50
million
New England Zenith $ 450,024,818 .55% of the first Sub-
Fund-- Loomis Sayles $25 million Adviser
Small Cap Series .50% of the next $75
million
.45% of the next
$100 million
.40% of amounts in
excess of $200
million
Loomis Sayles Funds-- $ 232,491,555 .75% on all assets Adviser
Loomis Sayles Small Cap
Growth Fund
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
Adviser's
Relationship
Net Assets of to Fund
Name of Other Fund(s) Other Funds at (Adviser or
Name of Fund with Similar Objectives June 30, 2000 Fee Rate Sub-Adviser)
------------ ----------------------- -------------- -------- ------------
<S> <C> <C> <C> <C>
Loomis Sayles Investment Nvest Star Advisers Fund $ 27,686,858 .55% of the first Sub-
Trust (1 segment) $50 million Adviser
--Loomis Sayles Small .50% of the next
Company Value Fund $200 million .475%
on assets in excess
of $250 million
New England Zenith $ 450,024,818 .55% of the first Sub-
Fund-- $25 million .50% of Adviser
Loomis Sayles Small Cap the next $75 million
Series
.45% of the next
$100 million
.40% of amounts in
excess of $200
million
Maxim Loomis Sayles $ 90,876,900 .50% on the first Sub-
Small Cap Value $10 million .45% on Adviser
Portfolio the next $15 million
.40% on the next $75
.30% on all amounts
over $100 million
Loomis Sayles Funds-- $ 303,148,369 .75% on all assets Adviser
Loomis Sayles Small Cap
Value Fund
</TABLE>
C-3
<PAGE>
Appendix D
<TABLE>
<CAPTION>
Brokerage Percentage
Transfer Distribution Commissions of Fund's
Agency and Fees for and on Fund's Total
Shareholder Legal and Shareholder Portfolio Brokerage
Servicing Accounting Servicing Transactions Commissions
Advisory Administrative Fees Paid Services (12b-1) Fees Paid to Paid to
Fee Paid Fees Paid to to Paid to Paid to Advisers' Advisers'
to Advisers' Advisers' Advisers' Advisers' Brokerage Brokerage
Name of Fund Adviser Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates
------------ -------- -------------- ----------- ---------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Loomis Sayles California
Tax-Free Fixed Income
Fund
Loomis Sayles Core
Fixed Income Fund
Loomis Sayles Fixed
Income Fund
Loomis Sayles High Yield
Fixed Income Fund
Loomis Sayles
Intermediate Duration
Fixed Income Fund
Loomis Sayles Investment
Grade Fixed Income Fund
Loomis Sayles Provident
Fund
Loomis Sayles Small
Company Growth Fund
Loomis Sayles Small
Company Value Fund
</TABLE>
D-1
<PAGE>
Appendix E
Shares Outstanding and Entitled to Vote
For each of the Funds the number of shares outstanding as of the Record Date
was as follows:
<TABLE>
<CAPTION>
Number
of Shares
Outstanding
and
Entitled to
Vote
Name of Fund Per Class
------------ -----------
<S> <C>
Loomis Sayles California Tax-Free Fixed Income Fund....
Loomis Sayles Core Fixed Income Fund...............................
Loomis Sayles Fixed Income Fund....................................
Loomis Sayles High Yield Fixed Income Fund.........................
Loomis Sayles Intermediate Duration Fixed Income Fund..............
Loomis Sayles Investment Grade Fixed Income Fund...................
Loomis Sayles Provident Fund.......................................
Loomis Sayles Small Company Growth Fund............................
Loomis Sayles Small Company Value Fund.............................
</TABLE>
Ownership of Shares
[As of the Record Date, Loomis Sayles Investment Trust believes that the
Trustees and officers of the Trust, as a group, owned less than 1% of each
class of shares of Loomis Sayles Investment Trust and of the Trust as a
whole.] As of August 15, 2000, the following persons owned of record or
beneficially 5% or more of the shares of the noted Fund:
<TABLE>
<CAPTION>
Percentage of
Shares Outstanding
Beneficially Shares of
Fund and Class Owned Fund Owned
-------------- ------------- -------------
<S> <C> <C>
Fund A
Class 1
[name and address of beneficial owner.] *** ....... [ ] [ ]
</TABLE>
-----------
* Entity owned 25% or more of the outstanding shares of beneficial interest
of the Fund, and therefore may be presumed to "control" the Fund, as that
term is defined in the Investment Company Act
** Shares are believed to be held only as nominee.
E-1
<PAGE>
Appendix F
Officers of Loomis Sayles Investment Trust who are also officers or employees
of the Adviser or directors of the Adviser General Partner.
Daniel J. Fuss, President
Robert J. Blanding, Executive Vice President
Mark W. Holland Treasurer
Sheila M. Barry, Secretary
William F. Camp, Vice President
Christopher R. Ely, Vice President
Quentin P. Faulkner, Vice President
Philip C. Fine, Vice President
Kathleen C. Gaffney, Vice President
Joseph R. Gatz, Vice President
Dean A. Gulis, Vice President
Michael J. Millhouse, Vice President
Kent Newmark, Vice President
Robert Payne, Vice President
David L. Smith, Vice President
Frederick E. Sweeney, Vice President
Daniel G. Thelen, Vice President
Anthony J. Wilkins, Vice President
F-1
<PAGE>
LOOMIS SAYLES INVESTMENT TRUST
Proxy for a Special Meeting of Shareholders, October 12, 2000
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 October 12, 2000 at ______, Eastern time, and at any
adjournment thereof, all of the shares of the series 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)
<PAGE>
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 a new
Advisory Agreement between Loomis, Sayles & Company, L.P. and the Fund.
1. Approval of a new Advisory Agreement between the Trust on behalf of (Fund
Name) - see pages ___ in the proxy statement) and Loomis, Sayles & Company,
L.P. (see pages ___ in the proxy statement).
FOR AGAINST ABSTAIN
[_] [_] [_]
This proxy is solicited on behalf of Loomis Sayles Investment Trust. Please sign
the first page of this ballot. Your signature acknowledges receipt of the Notice
of Special Meeting and the accompanying Proxy Statement.
