DEF 14A 1 ddef14a.txt LSF NOTICE & PROXY LOOMIS SAYLES FUNDS 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 FUNDS ------------------- (Name of Registrant as Specified In Its Charter) LOOMIS SAYLES FUNDS ------------------- (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 )-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) 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: -------------- [LOGO] LOOMIS SAYLES FUNDS August 30, 2002 Dear Shareholders: [PHOTO] A special meeting of shareholders will be held on October 15, 2002. The purpose of the meeting is to elect the Trustees of Loomis Daniel Fuss Sayles Funds. Enclosed you will find information about the Trustee nominees and how to cast your vote. Please read the entire proxy statement prior to voting. This is an exciting opportunity to voice your opinion on matters that affect your fund, and ultimately, your investment. We value your vote, no matter how large or small your holdings may be. I am also pleased to announce that Bob Blanding, Chief Executive Officer of Loomis Sayles, has been appointed President of Loomis Sayles Funds. Bob's firm-wide leadership and in-depth experience with each of the firm's investment platforms will greatly benefit the Funds. I will step aside to continue to do what I do best-- investment management. If you have any questions or would like additional information before you vote, please call us at (800) 633-3330. Sincerely, /s/ Daniel Fuss Daniel J. Fuss Loomis Sayles Funds Please note if you own more than one fund you will find enclosed a proxy card for each fund. Please be sure to vote all cards and return them in the enclosed envelope. As a Loomis Sayles Funds shareholder, you now have the option of receiving your Fund's financial reports and prospectuses via email. To apply for this benefit at this time, you must vote your proxy via the Internet. If you have questions, please call (800) 633-3330 to speak with a Loomis Sayles representative. LOOMIS SAYLES FUNDS Notice of Special Meeting of Shareholders To the Shareholders of the Loomis Sayles Funds: A Special Meeting of the shareholders of Loomis Sayles Funds, a Massachusetts business trust (the "Trust"), will be held on October 15, 2002 at 2:00 p.m. Boston time on the 34th floor of One Financial Center, Boston, Massachusetts, for the following purposes: 1. To elect Trustees. 2. To transact any other business that may properly come before the meeting or any adjournment thereof. Shareholders of record at the close of business on August 19, 2002 are entitled to notice of and to vote at the meeting. By Order of the Trustees Sheila M. Barry Secretary August 30, 2002 We urge you to mark, sign, date and mail the enclosed Proxy in the enclosed envelope or to vote by telephone or the Internet so you will be represented at the meeting. SPECIAL MEETING OF SHAREHOLDERS LOOMIS SAYLES FUNDS One Financial Center Boston, Massachusetts 02111 PROXY STATEMENT The enclosed proxy is solicited by the Trustees of Loomis Sayles Funds (the "Trust") for use at a special meeting of shareholders of the Trust (the "Meeting") to be held at its offices on October 15, 2002 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 August 19, 2002 (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 205,812,601.033 shares of the Trust consisting of the following number of shares of each of the classes of the following series ("Funds"):
Outstanding Shares as of the Fund Record Date ---- ---------------- Loomis Sayles Aggressive Growth Fund Institutional Class....................... 1,209,743.431 Retail Class.............................. 2,547,274.994 Admin Class............................... 242,797.289 Loomis Sayles Bond Fund Institutional Class....................... 110,390,388.830 Retail Class.............................. 5,648,703.253 Admin Class............................... 604,886.677 Loomis Sayles Emerging Markets Fund Institutional Class....................... 240,581.627 Retail Class.............................. 4,991.867 Loomis Sayles Global Bond Fund Institutional Class....................... 3,563,967.150 Retail Class.............................. 982,532.806 Loomis Sayles Growth Fund Institutional Class....................... 5,097,374.980 Retail Class.............................. 124,585.102 Admin Class............................... 4,852.175 Loomis Sayles High Income Fund Institutional Class....................... 6,294,166.694 Loomis Sayles Intermediate Maturity Bond Fund Institutional Class....................... 1,173,064.723
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Outstanding Shares as of the Fund Record Date ---- ---------------- Loomis Sayles International Equity Fund Institutional Class....................... 5,936,589.137 Retail Class.............................. 215,877.136 Admin Class............................... 124,767.937 Loomis Sayles Investment Grade Bond Fund Institutional Class....................... 739,282.658 Retail Class.............................. 1,030.132 Admin Class............................... 1,029.031 Class J................................... 19,578,100.000 Loomis Sayles Managed Bond Fund.............. 989,540.000 Loomis Sayles Research Fund Institutional Class....................... 2,750,213.114 Retail Class.............................. 1,015.812 Loomis Sayles Small Cap Growth Fund Institutional Class....................... 7,029,688.872 Retail Class.............................. 5,036,211.115 Admin Class............................... 168,074.194 Loomis Sayles Small Cap Value Fund Institutional Class....................... 13,584,666.368 Retail Class.............................. 4,944,042.313 Admin Class............................... 1,379,432.392 Loomis Sayles Value Fund Institutional Class....................... 2,951,916.498 Loomis Sayles U.S. Government Securities Fund Institutional Class....................... 1,157,753.590 Loomis Sayles Worldwide Fund Institutional Class....................... 1,093,459.136
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 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 August 30, 2002. A copy of the Annual Report of the Trust for its most recent fiscal year ended September 30, 2001, including financial statements, can be obtained without charge by writing to Loomis Sayles at One Financial Center, Boston, Massachusetts 02111 or 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. 2 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. In addition, D.F. King & Co., Inc. and Management Information Services ("MIS") have been retained to assist in the solicitation of proxies at a cost which is not expected to exceed $75,000, plus any reimbursement for D.F. King & Co. and MIS' out-of-pocket expenses. The cost of the solicitation will be borne by the Trust. 3 I. ELECTION OF TRUSTEES The Trustees have fixed at four the number of Trustees for election at the Meeting. All nominees, except Robert J. Blanding and Edward A. Benjamin, are presently Trustees of the Trust and have been Trustees for the length of time indicated in the applicable charts below. Each of the nominees is also a nominee for election as a trustee of Loomis Sayles Investment Trust, a separate group of mutual funds also advised by Loomis Sayles. The nomination of the nominees was intended in part to effect a consolidation of the boards of trustees of these two groups of mutual funds which make up the Loomis Sayles Funds Complex. 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. The Trust's Agreement and Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the Investment Company Act of 1940 (the "1940 Act"), (i) the Trust will hold a shareholder's 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. On October 30, 2000, Nvest Companies L.P., the indirect parent company of Loomis Sayles, merged with CDC Asset Management. In order for the merger to fall within the "safe harbor" afforded by Section 15(f) of the 1940 Act, among other requirements, 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 October 30, 2003). Since each of Mr. Murray, Mr. Chenault and Mr. Alaimo (each of which is a current Trustee) is an Independent Trustee, the Board of Trustees currently satisfies this requirement. Likewise, if the four nominees (Messrs. Blanding, Alaimo, Chenault and Benjamin) are elected as Trustees, Messrs. Alaimo, Chenault and Benjamin would be Independent Trustees, so that the Board of Trustees would continue to satisfy this requirement. 4 Set forth below are the names of the nominees for election as Trustees together with information about them. Nominee for Interested Trustee*
Number of Portfolios in Fund Complex Overseen Term of or to be Office and Principal Overseen Other Position(s) Length of Occupation(s) by Trustee Directorships Name, Address Held with Time During Past or Nominee Held by and Age Funds Served** 5 Years for Trustee Trustee ------------- ----------- -------------- ------------------- ----------- ------------- Robert J. Blanding President Less than 1 President, 26 0 555 California Street, (Formerly, Month (Served Chairman, San Francisco, Executive as Executive Director and California Vice Vice President Chief Executive (55 Years Old) President for 6 Years Officer, Loomis and Vice and Vice Sayles President) President for 5 Years) Nominees for Disinterested Trustee Joseph Alaimo Trustee 3 Years Chairman, 26 Wintrust N. Bank Lane, Wayne Hummer Financial Lake Forest, Illinois Trust Company Corporation (72 Years Old) Edward A. Benjamin N/A N/A Director, Precision 26 Director, 71 Sierra Rosa Loop Corporation (optics Precision Santa Fe, NM 87506 manufacturer); Corporation (64 Years Old) Director, Coal, (optics Energy manufacturer); Investments & Director, Coal, Management, Energy LLC; formerly, Investments & Partner, Ropes & Management, Gray (law firm) LLC; Trustee, until 1999 New England Zenith Fund Paul G. Chenault Trustee 2 Years Retired; Trustee of 26 0 5852 Pebble Variable Investors Beach Way Series Trust. From San Luis Obispo, August, 1997 to CA 93401 September 1997, (68 Years Old) Vice President of Loomis Sayles and prior to October, 1995, Senior Vice President and Chief Investment Officer, XL Capital Ltd., Hamilton, Bermuda
5 -------- * Interested person (as defined in the Investment Company Act of 1940) of the Trust. Mr. Blanding is deemed an "interested person" of the Trust and Loomis Sayles by virtue of his position as an officer and Director of Loomis Sayles. ** Each Trustee serves for an indefinite term in accordance with the Trust's Agreement and Declaration of Trust until the date the Trustee dies, resigns or is removed, or, if sooner, until the election and qualification of the Trustee's successor. The following table sets forth the dollar range of shares owned by each Trustee as of July 31, 2002 of (i) each individual Fund and (ii) all of the funds in the Loomis Sayles Funds Complex: Nominee for Interested Trustee:
Dollar Range of Fund Shares Robert J. Blanding --------------------------- ------------------ Loomis Sayles Aggressive Growth Fund $10,001-$50,000 Loomis Sayles Bond Fund $10,001-$50,000 Loomis Sayles Emerging Markets Fund $10,001-$50,000 Loomis Sayles Global Bond Fund 0 Loomis Sayles Growth Fund over $100,000 Loomis Sayles High Income Fund over $100,000 Loomis Sayles Intermediate Maturity Bond Fund 0 Loomis Sayles International Equity Fund $10,001-$50,000 Loomis Sayles Investment Grade Bond Fund $1-$10,000 Loomis Sayles Managed Bond Fund 0 Loomis Sayles Research Fund over $100,000 Loomis Sayles Small Cap Growth Fund over $100,000 Loomis Sayles Small Cap Value Fund over $100,000 Loomis Sayles U.S. Government Securities Fund 0 Loomis Sayles Value Fund $10,001-$50,000 Loomis Sayles Worldwide Fund 0 Aggregate Dollar Range of Fund Shares in Funds Overseen or to be Overseen by Trustee or Nominee in Loomis Sayles Funds Complex: over $100,000
6 Nominees for Disinterested Trustees:
Edward A. Dollar Range of Fund Shares Joseph Alaimo Benjamin Paul G. Chenault --------------------------- ------------- --------- ---------------- Loomis Sayles Aggressive Growth Fund 0 0 0 Loomis Sayles Bond Fund 0 0 0 Loomis Sayles Emerging Markets Fund 0 0 0 Loomis Sayles Global Bond Fund 0 0 0 Loomis Sayles Growth Fund 0 0 0 Loomis Sayles High Income Fund 0 0 0 Loomis Sayles Intermediate Maturity Bond Fund Over $100,000 0 0 Loomis Sayles International Equity Fund 0 0 0 Loomis Sayles Investment Grade Bond Fund 0 0 0 Loomis Sayles Managed Bond Fund 0 0 0 Loomis Sayles Research Fund 0 0 $1-$10,000 Loomis Sayles Small Cap Growth Fund 0 0 0 Loomis Sayles Small Cap Value Fund 0 0 $10,001-$50,000 Loomis Sayles U.S. Government Securities Fund 0 0 0 Loomis Sayles Value Fund 0 0 0 Loomis Sayles Worldwide Fund 0 0 0 Aggregate Dollar Range of Fund Shares in Funds Overseen or to be Overseen by Trustee or Nominee in Loomis Sayles Funds Complex: Over $100,000 0 $10,001-$50,000
7 Each Trustee who is not affiliated with Loomis Sayles is compensated at the rate of $1,250 per Fund per annum and is reimbursed for travel expenses in connection with attendance at meetings. It is expected, however, that following the election of the nominees, the Trustees will reconsider current levels of compensation and Loomis Sayles expects to recommend an increase in such compensation. 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 fiscal year 2001: Compensation Table for the fiscal year ended September 30, 2001
(1) (2) (3) (4) (5) Pension or Total Retirement Estimated Compensation Aggregate Benefits Accrued Annual From Trust and Name of Person, Compensation as Part of Fund Benefits Upon Fund Complex* Position from Trust Expenses Retirement Paid to Trustee --------------- ------------ ---------------- ------------- --------------- Interested Trustee ------------------ Daniel J. Fuss, $ 0 N/A N/A $ 0 Trustee Disinterested Trustees ---------------------- Joseph Alaimo, $23,750 N/A N/A $23,750 Trustee Michael T. Murray, $23,750 N/A N/A $23,750 Trustee Paul G. Chenault, $23,750 N/A N/A $23,750 Trustee
-------- * No Trustee received any compensation from any funds affiliated with Loomis Sayles, other than the Trust, for the fiscal year ended September 30, 2001. The Trustees of the Trust who are not "interested persons" (as defined in the 1940 Act) of the Trust or Loomis Sayles (the "Independent Trustees") perform the functions of an audit, nominating and contract review committee. Their 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 Independent Trustees have responsibility for the nomination of other Independent Trustees, and review and make 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. The Trustees performing the functions of the audit committee met twice during the last fiscal year, the Trustees performing the functions of the nominating committee met once during the last fiscal year and the Trustees performing the functions of the contract review committee met once during the last fiscal year. 8 The following table shows the shares of the Trust held, if any, as of July 31, 2002 by each nominee and current Trustee of the Trust rounded to the nearest whole share. Unless otherwise noted, each of the shareholders named below has sole investment power and sole voting power with respect to the shares of the Trust beneficially owned.
INSTITUTIONAL CLASS SHARES Number of Shares Owned as of July 31, Percent of Trustees and Nominees 2002** Class Held --------------------- -------------- ---------- LOOMIS SAYLES AGGRESSIVE GROWTH FUND Robert J. Blanding...................................... 1,325 * All Trustees, nominees and executive officers as a group 78,462 6.4% LOOMIS SAYLES BOND FUND Daniel J. Fuss.......................................... 645,287*** * Robert J. Blanding...................................... 3,101 * All Trustees, nominees and executive officers as a group 807,033*** * LOOMIS SAYLES EMERGING MARKETS FUND Robert J. Blanding...................................... 2,191 * All Trustees, nominees and executive officers as a group 11,554 4.8% LOOMIS SAYLES GLOBAL BOND FUND All Trustees, nominees and executive officers as a group 57,221 1.8% LOOMIS SAYLES GROWTH FUND Daniel J. Fuss.......................................... 21,062*** * Robert J. Blanding...................................... 9,363 * All Trustees, nominees and executive officers as a group 238,211*** 4.7% LOOMIS SAYLES HIGH INCOME FUND Daniel J. Fuss.......................................... 1,341,498*** 20.6% Robert J. Blanding...................................... 72,788 1.2% All Trustees, nominees and executive officers as a group 1,657,189*** 25.4% LOOMIS SAYLES INVESTMENT GRADE BOND FUND Daniel J. Fuss.......................................... 28,978*** 4.0% Robert J. Blanding...................................... 132 * All Trustees, nominees and executive officers as a group 48,308*** 6.7% LOOMIS SAYLES INTERNATIONAL EQUITY FUND Daniel J. Fuss.......................................... 7,494*** * Robert J. Blanding...................................... 3,291 * All Trustees, nominees and executive officers as a group 104,056*** 1.7% LOOMIS SAYLES INTERMEDIATE MATURITY BOND FUND Joseph Alaimo........................................... 11,182 * All Trustees, nominees and executive officers as a group 20,602 1.2% LOOMIS SAYLES MANAGED BOND FUND All Trustees, nominees and executive officers as a group 0 *
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Number of Shares Owned as of July 31, Percent of Trustees and Nominees 2002** Class Held --------------------- -------------- ---------- LOOMIS SAYLES RESEARCH FUND Robert J. Blanding...................................... 118,214 4.4% Paul G. Chenault........................................ 1,000 * All Trustees, nominees and executive officers as a group 177,667 6.5% LOOMIS SAYLES SMALL CAP GROWTH FUND Robert J. Blanding...................................... 54,658 * All Trustees, nominees and executive officers as a group 106,215 1.5% LOOMIS SAYLES SMALL CAP VALUE FUND Daniel J. Fuss.......................................... 4,671*** * Robert J. Blanding...................................... 22,785 * Paul G. Chenault........................................ 1,500 * All Trustees, nominees and executive officers as a group 74,263*** * LOOMIS SAYLES VALUE FUND Robert J. Blanding...................................... 3,687 * All Trustees, nominees and executive officers as a group 71,293 2.8% LOOMIS SAYLES GOVERNMENT SECURITIES FUND All Trustees, nominees and executive officers as a group 22,484 2.1% LOOMIS SAYLES WORLDWIDE FUND Daniel J. Fuss.......................................... 58,319 5.3% All Trustees, nominees and executive officers as a group 101,037 9.2% RETAIL CLASS SHARES LOOMIS SAYLES AGGRESSIVE GROWTH FUND All Trustees, nominees and executive officers as a group 1,672 * LOOMIS SAYLES SMALL CAP GROWTH FUND All Trustees, nominees and executive officers as a group 1,622 *
-------- * Less than 1% ** These amounts include shares owned of record by the Loomis Sayles Employees' Profit Sharing Plan for the accounts of employees of Loomis Sayles who are Trustees or officers of the Trust. *** Includes shares held by Mr. Fuss' spouse. In 2001 the Trust held four 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. 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 10 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 Trustees unanimously recommend the election of each nominee for Trustee listed above. 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. 11 II. OTHER INFORMATION The following table lists the executive officers of the Trust, their ages, their addresses and the length of time such person served as an executive officer of the Trust. 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, the Trust's adviser. Each officer's principal occupation for the past five years is listed; similar prior positions within the same company are omitted.
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Funds Time Served* During Past 5 Years ----------------------- -------------- -------------- ------------------------------ Robert J. Blanding President less than 1 President, Chairman, Director 555 California Street, (Formerly, month and Chief Executive Officer, San Francisco, California Executive (Served as Loomis Sayles. (55 Years Old) Vice President Executive and Vice Vice President President) for 6 Years and as Vice President for 5 Years) Mark Baribeau Vice President 3 years Vice President, Loomis Sayles. (42 Years Old) Sheila M. Barry Secretary and 6 years Assistant General Counsel and (57 Years Old) Compliance Vice President, Loomis Sayles. Officer Formerly, Senior Counsel and Vice President, New England Funds, L.P. Kenneth Buntrock Vice President 2 years Vice President, Loomis Sayles. (50 Years Old) Kevin Charleston Vice 2 years as Vice President, Director and (36 Years Old) President, Vice President, Chief Financial Officer, Treasurer less than 1 Loomis Sayles. Formerly, month as Senior Vice President and Treasurer Treasurer, Nvest Companies, L.P. Perry Conchinha Vice President 2 years Vice President, Loomis Sayles. (32 Years Old) Pamela N. Czekanski Vice President 2 years Vice President, Loomis Sayles. (43 Years Old)
* Each executive officer serves for an indefinite term in accordance with the current Bylaws of the Trust until the date his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. ** Except as indicated, the address of each executive officer is One Financial Center, Boston, Massachusetts. 12
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Funds Time Served* During Past 5 Years ----------------------- ----------- ------------ ------------------------------- Christopher R. Ely Vice 6 years Vice President and Director, (46 Years Old) President Loomis Sayles. Formerly, Senior Vice President and Portfolio Manager, Keystone Investment Management Company, Inc. Quentin P. Faulkner Vice 11 years Vice President, Loomis Sayles. (64 Years Old) President Philip C. Fine Vice 6 years Vice President, Loomis Sayles. (52 Years Old) President Formerly, Vice President and Portfolio Manager, Keystone Investment Management Company, Inc. Kathleen C. Gaffney Vice 6 years Vice President, Loomis Sayles. (40 Years Old) President Joseph R. Gatz Vice 2 years Vice President, Loomis Sayles. 1533 N. Woodward, President Formerly, Portfolio Manager, Bloomfield Hills, Michigan Bank One Investment Advisers (40 Years Old) Corporation. Dean A. Gulis Vice 2 years Vice President, Loomis Sayles. 1533 N. Woodward, President Bloomfield Hills, Michigan (47 Years Old) Steven Kaseta Vice 1 year Vice President, Loomis Sayles. (47 Years Old) President Lauriann Kloppenburg Vice 2 years Vice President, Loomis Sayles. (42 Years Old) President Warren Koontz Vice 2 years Vice President, Loomis Sayles. (41 Years Old) President Eswar Menon Vice 3 years Vice President, Loomis Sayles. 555 California Street, President Formerly, Portfolio Manager at San Francisco, California Nicholas Applegate Capital (38 Years Old) Management, Equity Analyst at Koaneman Capital Management, and Senior Engineer at Integrated Device Technology. Tricia Mills Vice 2 years Vice President, Loomis Sayles. 155 North Lake Avenue Suite 1030 President Pasadena, California (52 Years Old)
* Each executive officer serves for an indefinite term in accordance with the current Bylaws of the Trust until the date his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. ** Except as indicated, the address of each executive officer is One Financial Center, Boston, Massachusetts. 13
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Funds Time Served* During Past 5 Years ----------------------- ----------- ------------ -------------------------------- Alex Muromcew Vice 3 years Vice President, Loomis Sayles. 555 California Street, President Formerly, Portfolio Manager at San Francisco, California Nicholas Applegate Capital (39 Years Old) Management and Investment Analyst at Teton Partners, L.P. Kent P. Newmark Vice 11 years Vice President, Managing 555 California Street, President Partner and Director, Loomis San Francisco, California Sayles. (63 Years Old) Nicholas H. Palmerino Assistant 6 years Vice President, Loomis Sayles. (37 Years Old) Treasurer Lauren B. Pitalis Vice 5 years Vice President, Loomis Sayles. (41 Years Old) President Formerly, Vice President and Assistant Secretary, Harris Associates Investment Trust. David Rolley Vice 2 years Vice President, Loomis Sayles. (50 Years Old) President Richard D. Skaggs Vice 2 years Vice President, Loomis Sayles. (47 Years Old) President David L. Smith Vice 6 years Vice President, Loomis Sayles. (43 Years Old) President Formerly, Vice President and Portfolio Manager, Keystone Investment Management Company, Inc. Daniel G. Thelen Vice 2 years Vice President, Loomis Sayles. 1533 N. Woodward, President Bloomfield Hills, Michigan (44 Years Old) Sandra P. Tichenor Vice 6 years General Counsel, Executive 555 California Street President Vice President, Secretary, Clerk San Francisco, California and Director, Loomis Sayles. (53 Years Old) Formerly, Partner, Heller, Ehrman, White & McAuliffe.
* Each executive officer serves for an indefinite term in accordance with the current Bylaws of the Trust until the date his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. ** Except as indicated, the address of each executive officer is One Financial Center, Boston, Massachusetts. 14
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Funds Time Served* During Past 5 Years ----------------------- ----------- ------------ -------------------------------- John Tribolet Vice 3 years Vice President, Loomis Sayles. 555 California Street President Formerly, Portfolio Manager at San Francisco, California Nicholas Applegate Capital (32 Years Old) Management, MBA student at the University of Chicago, and investment banker, most recently at PaineWebber, Inc. Jeffrey W. Wardlow Vice 11 years Vice President, Loomis Sayles. (41 Years Old) President Anthony J. Wilkins Vice 11 years Executive Vice President and (60 Years Old) President Director, Loomis Sayles. Gregory B. Woodgate Assistant 2 years Vice President, Loomis Sayles. (31 Years Old) Treasurer
* Each executive officer serves for an indefinite term in accordance with the current Bylaws of the Trust until the date his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. ** Except as indicated, the address of each executive officer is One Financial Center, Boston, Massachusetts. Loomis Sayles serves as investment adviser to the Funds, and Loomis Sayles Distributors, L.P. (the "Distributor") serves as distributor and principal underwriter to the Funds. The address of Loomis Sayles and the Distributor is One Financial Center, Boston, Massachusetts 02111. PricewaterhouseCoopers LLP serves as independent accountants to the Funds. Representatives of PricewaterhouseCoopers LLP are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. 15 As of August 15, 2002, the following persons owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) or of record 5% or more of the outstanding shares of the indicated classes of the following Funds: INSTITUTIONAL CLASS SHARES
Percentage Number of of Shares Shareholder Address Shares Owned Held ----------- ------- -------------- ---------- LOOMIS SAYLES AGGRESSIVE GROWTH FUND Charles Schwab & Co., Inc. 101 Montgomery St. 680,257.546 55.84% San Francisco, CA 94104 Berklee College of Music 1140 Boylston Street 181,511.433 14.90% Boston, MA 02115 Jupiter & Co. P.O. Box 9130 96,352.732 7.91% c/o Investors Bank & Trust c/o Investors Bank & Trust FPG 90 Boston, MA 02117 National Financial Service 200 Liberty Street 63,876.662 5.24% Corp. FEBO Customers One World Financial Center New York, NY 10281-1003 LOOMIS SAYLES BOND FUND Charles Schwab & Co., Inc. 101 Montgomery Street 51,773,641.678 46.75% San Francisco, CA 94104 National Financial Services 200 Liberty St. 16,074,153.713 14.52% Corp. FEBO Customers One World Financial Center New York, NY 10281 LOOMIS SAYLES EMERGING MARKETS FUND CDC IXIS Asset Management 399 Boylston Street 102,253.743 42.51% North America Boston, MA 02116 Charles Schwab & Co., Inc. 101 Montgomery Street 67,974.139 28.26% San Francisco, CA 94104 LOOMIS SAYLES GLOBAL BOND FUND Charles Schwab & Co., Inc. 101 Montgomery St. 1,392,199.496 39.05% San Francisco, CA 94104 Fleet National Bank P.O. Box 92800 648,795.499 18.20% TTEE Kaman Corp. Master Rochester, NY 14692 Trust Fixed Income Fund Fort Hays University 610 Port Street 219,350.664 6.15% Endowment Association Hays, KS 67601 Wells Fargo Bank MN NA P.O. Box 1533 593,059.818 16.64% FBO Desert States UFCW Minneapolis, MN 55480 Union Employees Pension San Diego Transit Pension P.O. Box 2511 303,390.836 8.51% Plan San Diego, CA 92112 LOOMIS SAYLES GROWTH FUND Charles Schwab & Co., Inc. 101 Montgomery St. 2,499,670.102 49.05% San Francisco, CA 94104
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Percentage Number of of Shares Shareholder Address Shares Owned Held ----------- ------- ------------- ---------- LOOMIS SAYLES HIGH INCOME FUND Charles Schwab & Co., Inc. 101 Montgomery St. 2,140,915.085 33.85% San Francisco, CA 94104 Daniel J. Fuss 44 Longfellow Road 747,662.653 11.82% Wellesley, MA 02181 Amvescap Nat'l Trust Co. 1855 Gateway Boulevard 773,848.174 12.24% As Agent for Fleet Nat'l Bank Suite 500 FBO Loomis Sayles Concord, CA 94520 Omnibus Deferral Program City of Dearborn Heights 6045 Fenton Avenue 582,238.984 9.21% Policemen & Firemen Dearborn Heights, MI Retirement Sys. 48127 Rosemary B. Fuss 44 Longfellow Rd. 472,768.149 7.48% Wellesley, MA 02481 LOOMIS SAYLES INTERMEDIATE MATURITY BOND FUND Charles Schwab & Co., Inc. 101 Montgomery St. 863,505.775 72.33% San Francisco, CA 94104 Amvescap Nat'l Trust Co., 1855 Gateway Boulevard 120,935.894 10.13% As Agent for Fleet Nat'l Bank Suite 500 FBO Loomis Sayles Omnibus Concord, CA 94520 Deferral Program LOOMIS SAYLES INTERNATIONAL EQUITY FUND Charles Schwab & Co., Inc. 101 Montgomery St. 1,295,728.708 21.97% San Francisco, CA 94104 Comerica Bank P.O. Box 75000, MC 3446 529,347.979 8.97% FBO City of Livonia New York, NY 10281-1003 Employee Retirement System A/C 02 01 100 0302406 Church Mutual Insurance Co. 3000 Schuster Lane 501,736.123 8.51% Merrill, WI 54452 MGAM International Equity 1125 S 103rd Street 470,360.023 7.97% LLC Suite 450 Omaha, NE 68124-6019 Chase Manhattan Bank 770 Broadway 305,360.023 5.18% MetLife Defined Contribution New York, NY 10003-9522 Group National Financial Services 200 Liberty St. 407,819.691 6.91% Corp. FEBO Customers One World Financial Center New York, NY 10003-9522
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Percentage Number of of Shares Shareholder Address Shares Owned Held ----------- ------- ------------- ---------- LOOMIS SAYLES INVESTMENT GRADE BOND FUND Charles Schwab & Co., Inc. 101 Montgomery St. 343,476.368 46.56% San Francisco, CA 94104 Jeffrey L. Meade 16 Samuel Parlin Drive 117,979.884 15.99% Phyllis M. Meade, Jt. Tcn. Acton, MA 01720 State Street Bank & Trust 412 Blair Ave 53,128.2820 7.20% Company Custodian for the Piedmont, CA 94611-4005 IRA FBO Willard S. Webber Michigan Peer Review 40600 Ann Arbor Road 46,074.906 6.25% Organization Suite 200 Plymouth, MI 48170 NFSC FEBO Customers 200 Liberty St. 66,895.588 9.07% One World Financial Center New York, NY 10281-1003 LOOMIS SAYLES RESEARCH FUND CDC IXIS 399 Boylston St. 201,228.345 7.33% c/o CDC IXIS Boston, MA 02116 Asset Management North America Charles Schwab 101 Montgomery St. 2,282,753.843 83.16% San Francisco, CA 94104 Asbestos Workers Local 36 East Warner Rd. 146,104.186 5.32% #84 Pension Fund Akron, OH 44319 LOOMIS SAYLES SMALL CAP GROWTH FUND Charles Schwab & Co., Inc. 101 Montgomery St. 1,126,781.074 15.99% San Francisco, CA 94104 LOOMIS SAYLES SMALL CAP VALUE FUND Charles Schwab & Co., Inc. 101 Montgomery St. 2,162,329.473 15.92% San Francisco, CA 94104 Smith Barney Inc. 388 Greenwich St. 1,080,182.293 7.95% New York, NY 10001 Wells Fargo Bank FBO PO Box 1533 774,645.110 5.70% Wisc. Public Service Minneapolis, MN Administration Westfield Retirement System 59 Court Street 716,500.244 5.27% P.O. Box 106 Westfield, MA 01086-0106 LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND Charles Schwab & Co. Inc. 101 Montgomery St. 487,171.371 41.91% San Francisco, CA 94104 Merrill Lynch Pierce Fenner & Attn: Service Team 129,782.774 11.16% Smith Inc. 4800 Deer Lake Drive Third Floor Jacksonville, FL 32246-6486 National Financial Services Attn: Mutual Funds 120,320.517 10.35% Corp. FEBO Customers Department Fifth Floor 200 Liberty Street One World Financial Center New York, NY 10281
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Percentage Number of of Shares Shareholder Address Shares Owned Held ----------- ------- ------------- ---------- LOOMIS SAYLES VALUE FUND Charles Schwab & Co. Inc. 101 Montgomery St. 1,107,431.172 37.49% San Francisco, CA 94104 Asbestos Workers Local 36 East Warner Rd. 258,497.885 8.75% #84 Pension Fund Akron, OH 44319 Comerica Bank PO Box 7500 408,976.070 13.85% FBO City of Livonia Retiree Detroit, MI 48275-0001 Health & Disability Benefits Plan LOOMIS SAYLES WORLDWIDE FUND Charles Schwab & Co., Inc. 101 Montgomery St. 1,038.504 94.94% San Francisco, CA 94104 RETAIL CLASS SHARES LOOMIS SAYLES AGGRESSIVE GROWTH FUND Chase Manhattan Bank 4 New York Plaza 1,049,390.023 41.24% Direct Trustee for MetLife New York, NY 10004-2413 Defined Contribution Group Charles Schwab & Co, Inc. 101 Montgomery St. 473,139.837 18.59% San Francisco, CA 94104 National Financial Services 200 Liberty Street, One 235,821.553 9.27% Corp. FEBO Customers World Financial Center New York, NY 10281 The Chicago Trust Company, 171 North Clark Street 267,552.833 10.51% TTEE Chicago, IL 60601 Industries 401K Merrill Lynch Pierce Fenner & Attn: Service Team, 4800 129,782.774 11.16% Smith Inc. Deer Lake Drive, Third Floor, Jacksonville, FL 32246-6486 LOOMIS SAYLES BOND FUND National Financial Services 200 Liberty Street 1,465,963.960 25.98% Corp. FEBO Customers One World Financial Center New York, NY 10281 IMS Co. P.O. Box 3865 413,749.438 7.33% Englewood, CO 80155- 3865
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Percentage Number of of Shares Shareholder Address Shares Owned Held ----------- ------- ------------ ---------- LOOMIS SAYLES GLOBAL BOND FUND Charles Schwab & Co. Inc. 101 Montgomery Street 713,043.954 72.52% San Francisco, CA 94104 National Financial Services 200 Liberty Street 142,992.134 14.54% Corp. FEBO Customers One World Financial Center New York, NY 10281 LOOMIS SAYLES GROWTH FUND Angelo V. Glorioso 225 Summit Dr. 61,666.776 49.50% Pittsburgh, PA 15238 Charles Schwab & Co. Inc. 101 Montgomery Street 21,331.370 17.12% San Francisco, CA 94104 LOOMIS SAYLES INTERNATIONAL EQUITY FUND Charles Schwab & Co. Inc. 101 Montgomery Street 48,535.591 23.01% San Francisco, CA 94104 Merrill Lynch Pierce Fenner & 4800 Deer Lake Drive East 26,905.165 12.76% Smith, Inc. Third Floor Attn: Service Team Jacksonville, FL 32246 Orangewood Childrens 12822 Garden Grove 24,472.858 11.60% Foundation Boulevard, Suite A Garden Grove, CA 92843 National Financial Services 200 Liberty Street 48,975.691 23.22% Corp. FEBO Customers One World Financial Center New York, NY 10281-1003 LOOMIS SAYLES INVESTMENT GRADE BOND FUND Loomis Sayles & Company, One Financial Center 1,015.091 98.54% L.P. Boston, MA 02111 LOOMIS SAYLES EMERGING MARKETS FUND Charles Schwab & Co. Inc. 101 Montgomery Street 1,785.713 35.77% San Francisco, CA 94104 Kevin M. Walsh, Trustee 639 Granite St. 2,248.677 45.05% Walsh Partners Capital Corp. Braintree, MA 02184 Profit Sharing Plan Samuel T. Viviano and 1430 Stewart Road 946.074 18.95% Linda K Viviano JT Ten McDonald, PA 15057 LOOMIS SAYLES RESEARCH FUND Fiserv Securities Inc. One Commerce Square 1,000,000 98.44% 2005 Market St. Philadelphia, PA 19103 LOOMIS SAYLES SMALL CAP GROWTH FUND Bose Empl. Retirement PO Box 41974 715,519.508 14.21% Kansas City, MO 64141 MetLife Trust Company 1 Crossroads Dr. 555,452.869 11.03% Bedminster, NJ 07921-2688
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Percentage Number of of Shares Shareholder Address Shares Owned Held ----------- ------- ------------- ---------- Retirement System FBO Soonersave Plan 457 867,932.703 17.24% Board of Trustees c/o Great-West TTEE Oklahoma Public 8515 E. Orchard Road Employers #2T2, Englewood, CO 80111 LOOMIS SAYLES SMALL CAP VALUE FUND Charles Schwab & Co. Inc. 101 Montgomery Street 1,721,516.839 35.57% San Francisco, CA 94104 Chase Manhattan Bank 770 Broadway 860,860.088 17.79% Trustee 10th Floor MetLife Defined Contribution New York, NY 10003 Group MetLife Defined Contribution 2 Montgomery Street 348,742.971 7.21% Group Jersey City, NJ 07302-3802 Vanguard Fiduciary Trust P.O. Box 2600, 434,546.758 8.98% Company Rm 613 Loomis Sayles/Omnibus n/c Attn: Outside Funds Valley Forge, PA 19482 MetLife Trust Company NA 1 Crossroads Dr. BLDG3 479,341.851 9.90% Directed Bedminster, NJ 07921- Trustee for Metlife Defined 2688 Contribution Plan National Financial Services 200 Liberty Street 248,345.841 5.13% Corp. FEBO Customers One World Financial Center, New York, NY 10281 ADMIN CLASS SHARES LOOMIS SAYLES AGGGRESSIVE GROWTH FUND Merrill Lynch Pierce Fenner & 4800 Deer Lake Dr. 57,500.241 23.81% Smith Jacksonville, FL 32246 MetLife Trust Company One Crossroads Dr. 42,817.197 17.73% Bedminster, NJ 07921 Reliance Trust Company 3384 Peachtree Road 136,465.953 56.50% Atlanta, GA 30326 LOOMIS SAYLES BOND FUND Smith Barney Corp. Trust Co., Two Tower Center 214,892.9470 35.52% Trustee; P.O. Box 1063 Smith Barney 401(k) Advisor E. Brunswick, NJ 08816 Group Trust Merrill Lynch Pierce Fenner & 4800 Deer Lake Dr., 3rd Fl. 256,446.697 42.39% Smith Jacksonville, FL 32246 Reliance Trust Company 3384 Peachtree Rd. 70,137.143 11.59% TTEE MetLife Atlanta, GA 30326-1181 Defined Contribution Group
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Percentage Number of of Shares Shareholder Address Shares Owned Held ----------- ------- -------------- ---------- LOOMIS SAYLES INTERNATIONAL EQUITY FUND Smith Barney Corp. Trust Co., Two Tower Center 6,293.108 5.05% Trustee P.O. Box 1063 E. Brunswick, NJ 08816 Smith Barney 401k Advisor 3384 Peachtree Rd. 110,983.525 89.03% Group Reliance Trust Atlanta, GA 30326 Company LOOMIS SAYLES GROWTH FUND Loomis, Sayles & Company, One Financial Center 1,576.669 32.58% L.P. Boston, MA 02111 Security Trust Co. FBO Gold 2390 E. Camelback Road 509.450 10.53% K.com LLC Phoenix, AZ 85016-3434 Circle Trust Company, Cust. Metro Center 1,210.955 25.02% For Milliane Nurseries One Station Place Stamford, CT 06902 Circle Trust Company, Cut. Metro Center 1,276.257 26.37% For Boston Communications One Station Place Group Stamford, CT 06902 LOOMIS SAYLES SMALL CAP GROWTH FUND MetLife Trust Company Attn: Institutional Services 22,303.58 13.10% Trustee for MetLife Defined 1 Crossroads Bldg A Contribution Group Bedminster, NJ 07921-2688 Reliance Trust Company 3384 Peachtree Road 141,509.952 83.13% Atlanta, GA 30326 LOOMIS SAYLES SMALL CAP VALUE FUND Smith Barney Corp. Trust Co. Two Tower Center 230,888.506 16.85% (Trustee) Smith Barney 401(k) P.O. Box 1063 Advisor Group Trust E. Brunswick, NJ 08816 Merrill Lynch Pierce Fenner & 4800 Deer Lake Drive 505,359.238 36.89% Smith Inc. 3rd Floor FBO Customers Jacksonville, FL 32246 Smith Barney Corp. Trust Co. Two Tower Center 306,046.043 22.34% (Trustee) The Citistreet P.O. Box 1063 Retirement Group Trust E. Brunswick, NJ 08816 New York Life Trust Co. 51 Madison Avenue 171,465.809 12.52% Client Account New York, NY 10010 CLASS J SHARES LOOMIS SAYLES INVESTMENT GRADE FUND BOND FUND Marusan Securities Co., Ltd. 2-5-2 Nihonbashi, 18,937,000.000 98.5% Chuo-ku, Tokyo, Japan LOOMIS SAYLES MANAGED BOND FUND Kokusai Securities Co., Ltd. 27-1, Shinkawa 2-Chome, 1,001,040.000 100% Chuo-ku, Tokyo, Japan
22 In the event that sufficient votes in favor of the election of any of the nominees are not received by October 15, 2002, 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 required to be voted against the election of any of the nominees and will not vote any proxies that direct them to abstain from voting on the election of the 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, 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. Because the Trust does not hold regular meetings of shareholders, the anticipated date of the next shareholder meeting cannot be provided. Shareholders who wish to submit a proposal to be included in the Trust's proxy materials for the next meeting of shareholders, if any, must deliver notice of the proposal within a reasonable time before the Trust begins to print and mail its proxy materials. As of August 30, 2002, the Trust has not received any shareholder proposals and thus none is included in these proxy materials. Shareholders who wish to make a proposal at the next meeting of shareholders, if any, that will not be included in the Trusts' proxy materials must notify the Trust a reasonable time before it begins to print and mail its proxy materials for that meeting. If a shareholder who wishes to submit a proposal fails to timely notify the Trust, the proxies solicited for the meeting will have discretionary authority to vote on the shareholder's proposal if it is properly brought before the meeting. If a shareholder makes a timely notification, the proxies may still exercise discretionary voting authority to the extent permitted by the SEC's proxy rules. You may submit shareholder proposals to Sheila M. Barry, Loomis Sayles Funds, One Financial Center, Boston, Mass 02111. Quorum and Methods of Tabulation. 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 the election of Trustees 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. 23 The Tellers will count the total number of votes cast "for" approval of the proposal 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 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. 24 [X] PLEASE MARK VOTES AS IN THIS SAMPLE ---------------------------------------- LOOMIS SAYLES [___________________] FUND ---------------------------------------- CONTROL NUMBER: RECORD DATE SHARES: Please be sure to sign and date this Proxy. Date: ----------------------- In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. The Board of Trustees recommends a vote For electing all of the Nominees as Trustees. --- 1. Election of Trustees For All For All Nominees Withhold Except (01) Joseph Alaimo (02) Paul G. Chenault (03) Robert J. Blanding [_] [_] [_] (04) Edward A. Benjamin NOTE: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted for the remaining nominee(s). Mark box at right if an address change or comment has been noted on the reverse side of this card. [_] DETACH CARD -------------------- VOTE BY TELEPHONE -------------------- It's fast, convenient, and immediate! Call Toll-Free on a Touch-Tone Phone FOLLOW THESE FOUR EASY STEPS: 1. Read the accompanying Proxy Statement/Prospectus and Proxy Card. 2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). There is NO CHARGE for this call. 3. Enter your Control Number located on your Proxy Card. 4. Follow the recorded instructions. YOUR VOTE IS IMPORTANT! Call 1-877-PRX-VOTE anytime! DETACH CARD -------------------- VOTE BY INTERNET -------------------- It's fast, convenient, and your vote is immediately confirmed and posted. FOLLOW THESE FOUR EASY STEPS: 1. Read the accompanying Proxy Statement/Prospectus and Proxy Card. 2. Go to the Website [http://www.Proxyweb.com] There is NO CHARGE for this call. 3. Enter your Control Number located on your Proxy Card. 4. Follow the instructions provided. YOUR VOTE IS IMPORTANT! Go to [http://www.Proxyweb.com] anytime! DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET SPECIAL MEETING OF SHAREHOLDERS LOOMIS SAYLES FUNDS One Financial Center Boston, Massachusetts 02111 THIS PROXY IS SOLICITED BY THE TRUSTEES The undersigned hereby appoints Kevin P. Charleston, Lauren B. Pitalis and Sheila M. Barry, and each of them separately, as proxies with power of substitution to each, and hereby authorizes them to represent and to vote all of the shares of the Loomis Sayles Funds (the "Trust") which the undersigned would be entitled to vote if personally present at the Special Meeting of the Shareholders of the Trust (the "Meeting") to be held at its offices on October 15, 2002 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 August 19, 2002 (the "Record Date") are entitled to vote at the meeting or at any adjourned session thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF TRUSTEES AS SET FORTH IN PROPOSAL 1. -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Please sign exactly as your name appears on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. -------------------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? 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