-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KeT4pS3/bKksdi47y5JofKbyqgpDE5aUeHnnBeWyk2WGPBY8sngEs/qHl6zcn4vQ KoHiPDFbFiqR2GHySn23Cg== 0000927016-03-001292.txt : 20030324 0000927016-03-001292.hdr.sgml : 20030324 20030324165054 ACCESSION NUMBER: 0000927016-03-001292 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030514 FILED AS OF DATE: 20030324 EFFECTIVENESS DATE: 20030324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOOMIS SAYLES FUNDS CENTRAL INDEX KEY: 0000872649 IRS NUMBER: 043113285 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06241 FILM NUMBER: 03614319 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6173103609 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 DEF 14A 1 ddef14a.txt LSF NOTICE & PROXY STATEMENT 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 March 24, 2003 [PHOTO] Dear Shareholders: Robert Blanding A special meeting of shareholders will be held on May 14, 2003. The purpose of the meeting is to elect Trustees for Loomis Sayles Funds. Enclosed you will find a summary of 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. This is an opportunity to voice your opinion on matters that affect your fund, and ultimately, your investment. If you have any questions or would like additional information before you vote, please call us at (800) 633-3330. Sincerely, /s/ Robert Blanding Robert J. Blanding Trustee and President Loomis Sayles Funds [LOGO] LOOMIS SAYLES FUNDS Summary of the Proposal Below is a brief overview of the proposal to be voted on by shareholders of Loomis Sayles Funds. Your vote is important to us. Please read the entire enclosed proxy statement prior to voting. We appreciate your investment in Loomis Sayles Funds and look forward to serving you in the future. - -------------------------------------------------------------------------------- What is the proposal? To elect as Trustees of Loomis Sayles Funds, in addition to its current Trustees, the nine current Trustees of the CDC Nvest Funds Complex. The CDC Nvest Funds Complex is a distinct family of mutual funds, the majority of which are advised by CDC IXIS Asset Management Advisers, L.P. (an affiliate of Loomis, Sayles & Company, L.P.). The election of these nominees would facilitate the consolidation of the Board of Trustees of Loomis Sayles Funds with those of the CDC Nvest Funds Complex. How is a consolidated Board of Trustees beneficial to shareholders? A consolidated Board of Trustees offers even greater depth and experience in the oversight of mutual fund operations and will continue to safeguard the best interests of shareholders. Why are shareholders being asked to elect new Trustees? Securities and Exchange Commission rules provide that a board of trustees cannot elect new trustees unless, immediately after such election, at least two-thirds of the trustees have been elected by shareholders. Shareholders at a prior shareholder meeting elected all four current Loomis Sayles Funds' Trustees -- Messrs. Alaimo, Benjamin, Blanding and Chenault. Since the proposal calls for the election of the nine current Trustees of the CDC Nvest Funds Complex, it necessitates holding an election at this time. Is the cost of the vote and special meeting an expense of my fund? No. Any costs associated with the proxy solicitation and meeting will be borne by Loomis, Sayles & Company, L.P. (the investment advisor of Loomis Sayles Funds), not the mutual funds. Who is eligible to vote for the Trustees? Shareholders of record at the close of business on February 26, 2003 (the "Record Date") are eligible to vote. How many of the nominees will be Independent Trustees if elected? Ten of the thirteen nominees -- all but Messrs. Blanding, Hailer and Voss -- will not be "interested persons" of Loomis Sayles Funds (will be "Independent Trustees") as defined in the Investment Company Act of 1940 if elected by shareholders. Independent Trustees are integral to the oversight of fund operations and representing the interests of shareholders. When will the new Trustees take office? If elected, the new Trustees will take office immediately following the shareholder meeting, currently scheduled to be held on May 14, 2003. For details on how to cast your vote, please refer to the enclosed proxy statement and proxy card(s). Please note that if you own more than one fund you will find enclosed a proxy card for each fund. Please be sure to mark, sign and date all proxy 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 prospectus(es) via e-mail. To apply for this benefit at this time, you must vote your proxy via the Internet. See the enclosed proxy card(s) for more details on how to vote your proxy via the Internet. If you have questions, please call (800) 633-3330. 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 May 14, 2003 at 2:00 p.m. Eastern Standard 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 February 26, 2003 are entitled to notice of and to vote at the meeting. By Order of the Trustees Sheila M. Barry Secretary March 24, 2003 We urge you to mark, sign, date and mail the enclosed proxy card(s) in the enclosed envelope(s) 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 May 14, 2003 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 February 26, 2003 (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 218,971,818.952 shares of the Trust consisting of the following number of shares of each of the classes of the following series (the "Funds"):
Outstanding Shares as of the Fund Record Date ---- ---------------- Loomis Sayles Aggressive Growth Fund Institutional Class.................. 1,295,403.573 Retail Class......................... 2,144,488.466 Admin Class.......................... 221,424.778 Loomis Sayles Bond Fund Institutional Class.................. 128,390,853.133 Retail Class......................... 7,179,610.328 Admin Class.......................... 736,213.056 Loomis Sayles Global Bond Fund Institutional Class.................. 5,169,816.415 Retail Class......................... 1,576,369.832 Loomis Sayles Growth Fund Institutional Class.................. 5,930,878.242 Retail Class......................... 143,368.767 Admin Class.......................... 4,759.429 Loomis Sayles International Equity Fund Institutional Class.................. 5,131,045.766 Retail Class......................... 162,830.490 Admin Class.......................... 121,418.704 Loomis Sayles Investment Grade Bond Fund Institutional Class.................. 769,112.813 Retail Class......................... 7,030.034 Admin Class.......................... 1,058.290 Class J.............................. 20,499,400.000 Loomis Sayles Managed Bond Fund......... 1,058,940.000
1
Outstanding Shares as of the Fund Record Date ---- ---------------- Loomis Sayles Research Fund Institutional Class....................... 2,942,476.237 Retail Class.............................. 5,985.433 Loomis Sayles Small Cap Growth Fund Institutional Class....................... 5,043,903.903 Retail Class.............................. 4,901,790.629 Admin Class............................... 154,715.594 Loomis Sayles Small Cap Value Fund Institutional Class....................... 13,413,483.216 Retail Class.............................. 5,564,797.646 Admin Class............................... 1,294,813.795 Loomis Sayles U.S. Government Securities Fund Institutional Class....................... 1,037,961.914 Loomis Sayles Value Fund Institutional Class....................... 2,935,571.296 Loomis Sayles Worldwide Fund Institutional Class....................... 1,132,297.173
Each whole share is entitled to one vote as to any matter on which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. All shares are entitled to vote on the proposal to elect Trustees. The President's Letter to Shareholders, the Summary of the Proposal, the Notice of Special Meeting of Shareholders, the Proxy Card(s) and this Proxy Statement are being mailed to shareholders of record as of the Record Date on or about March 24, 2003. A copy of the Annual Report of the Trust for its fiscal year ended September 30, 2002, including financial statements, can be obtained without charge by writing to Loomis, Sayles & Company, L.P. 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 of the nominees named herein as Trustees. 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 the Funds' investment advisor, Loomis, Sayles & Company, L.P. ("Loomis Sayles") and its affiliates. In addition, D.F. King & Co., Inc. and Equiserve, Inc. have been retained to assist in the solicitation of proxies at a cost which is not expected to exceed $100,000, plus any reimbursement for their out-of-pocket expenses. The cost of the solicitation will be borne by Loomis Sayles. 2 I. ELECTION OF TRUSTEES The Trustees have fixed at thirteen the number of Trustees for election at the Meeting. Joseph Alaimo, Edward A. Benjamin, Robert J. Blanding and Paul G. Chenault are the only nominees that are presently Trustees of the Trust. 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 ("LSIT" and together with the Trust, the "Loomis Sayles Fund Complex"). Furthermore, Messrs. Benjamin, Blanding and Chenault are expected to be appointed as trustees of the CDC Nvest Funds Complex,/1/ a separate family of funds that, except for the CDC Nvest AEW Real Estate Income Fund (which is advised by AEW Management and Advisors, L.P.) and the CDC Nvest Targeted Equity Fund (which is advised by Capital Growth Management Limited Partnership), are advised by CDC IXIS Asset Management Advisors, L.P. (an affiliate of Loomis Sayles) in late May 2003. Each remaining nominee, except for Mr. Alaimo, currently serves as trustee of the CDC Nvest Funds Complex. The nomination of the nominees as Trustees of the Trust is intended in part to effect a consolidation of the boards of trustees of the CDC Nvest Funds Complex and the Loomis Sayles Fund Complex (the "CDC-Loomis Fund Complex"). The board consolidation may be followed by certain mergers, reorganizations and liquidations involving various funds in the CDC-Loomis Fund Complex. Each of the nominees has agreed to serve as a Trustee of the Trust 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 thirteen. 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 shareholders' meeting for the election of Trustees at such times as less than a majority of the Trustees holding office have been elected by shareholders, and (ii) if, after filling a vacancy on the Board of Trustees, less than two-thirds of the Trustees holding office would have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders. In addition, Trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares of the Trust and filed with the Trust's custodian, or by vote of the holders of two-thirds of the outstanding shares of the Trust at a meeting duly called for such purpose, which meeting shall be held upon the written request of the shareholders holding not less than 10% of the Trust's outstanding shares. - -------- /1/ The CDC Nvest Funds Complex is composed of the following six trusts: CDC Nvest Funds Trust I, which consists of 15 separate series, CDC Nvest Funds Trust II, which consists of 5 separate series, CDC Nvest Funds Trust III, which consists of 3 separate series, CDC Nvest Companies Trust I, which consists of 1 series, CDC Nvest Cash Management Trust, which consists of 1 series and CDC Nvest Tax Exempt Money Market Trust, which consists of 1 series. 3 In connection with the October 30, 2000 acquisition of Loomis Sayles' parent companies by its current parent company, at least 75% of the Board of Trustees of the Trust must be comprised of Trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust or Loomis Sayles ("Independent Trustees") for a period of three years following the acquisition (i.e. until October 30, 2003) for such acquisition to fall within the "safe harbor" afforded by Section 15(f) of the 1940 Act (relating to the receipt of compensation in connection with the sale of a mutual fund advisory business). Since each of Mr. Alaimo, Mr. Benjamin and Mr. Chenault is a current Independent Trustee, the Board of Trustees currently satisfies this requirement. Likewise, if the thirteen nominees for election as Trustees (Messrs. Alaimo, Allison, Benjamin, Blanding, Cain, Chenault, Cowan, Darman, Hailer, Shane, Voss and White and Ms. Moose (the "Nominees")) are elected as Trustees, Messrs. Alaimo, Allison, Benjamin, Cain, Chenault, Cowan, Darman, Shane and White and Ms. Moose would be Independent Trustees, so that the Board of Trustees would continue to satisfy this requirement. Set forth below are the names of the Nominees together with certain information about them: Nominees for Interested Trustee*
Number of Portfolios in Fund Complex Term of Overseen Office and Principal or to be Other Position(s) Length of Occupation(s) Overseen Directorships Name, Address Held with Time During Past by Nominee Held by and Age Trust Served** 5 Years for Trustee Trustee - ------------- -------------- ------------ -------------------- ------------- ------------- Robert J. Blanding*** Trustee and Less than 1 President, 22++ 0 555 California Street, President Year Chairman, Director San Francisco, CA (Formerly, (Served as and Chief Executive (55 Years Old) Executive Executive Officer, Loomis Vice President Vice Sayles and Vice President President) for 6 Years and Vice President for 5 Years) John T. Hailer**** N/A N/A President and Chief 48+ Trustee, 399 Boylston Street Executive Officer, AEW Real Boston, MA 02116 CDC IXIS Asset Estate Income (42 Years Old) Management Fund Distributors, L.P.; formerly, Senior Vice President, Fidelity Investments Peter S. Voss***** N/A N/A Director, President 48+ Trustee, 399 Boylston Street and Chief Executive Harris Boston, MA 02116 Officer, CDC IXIS Associates (56 Years Old) Asset Management Investment North America, L.P. Trust; Trustee, AEW Real Estate Income Fund
- -------- + Assumes election to the boards of trustees of the Loomis Sayles Fund Complex. ++ 48, if also elected to the boards of trustees of the CDC Nvest Funds Complex. 4 Nominees for Disinterested Trustee Joseph Alaimo****** Trustee 3 Years Chairman, 22 Formerly, N. Bank Lane, Wayne Hummer Director, Lake Forest, Illinois Investment Trust Wintrust (72 Years Old) Financial Corporation Graham T. Allison, Jr. N/A N/A Douglas Dillon 48+ Director, 399 Boylston Street Professor and Taubman Boston, MA 02116 Director of the Centers, Inc.; (62 Years Old) Belfer Center for Board Science and Member, International USEC Inc.; Affairs, John F. Trustee, AEW Kennedy School of Real Estate Government, Income Fund Harvard University Edward A. Benjamin Trustee Less than Director, Precision 24*++ 0* 71 Sierra Rosa Loop 1 Year Corporation (optics Santa Fe, NM 87506 manufacturer); (64 Years Old) Director, Coal, Energy Investments & Management, LLC; formerly, Partner, Ropes & Gray (law firm) until 1999 Daniel M. Cain N/A N/A President and CEO, 48+ Trustee, 452 Fifth Avenue Cain Brothers & Universal New York, NY 10018 Company, Health Realty (58 Years Old) Incorporated Income Trust; (investment Director, banking) PASC; Trustee, AEW Real Estate Income Fund
- -------- * In addition to serving as a trustee of the Trust and LSIT, Mr. Benjamin serves as a trustee of the New England Zenith Fund, two series of which are advised by Loomis Sayles and its affiliates. + Assumes election to the boards of trustees of the Loomis Sayles Fund Complex. ++ 48, if also elected to the boards of trustees of the CDC Nvest Funds Complex. 5 Paul G. Chenault Trustee 3 Years Retired; formerly, 22++ Director, 5852 Pebble Beach Way Trustee of Variable Mailco Office San Luis Obispo, Investors Series Products, Inc. CA 93401 Trust. From August (68 Years Old) 1997 to September 1997, Vice President of Loomis Sayles and prior to October 1995, Senior Vice President and Chief Investment Officer, XL Capital Ltd., Hamilton, Bermuda Kenneth J. Cowan N/A N/A Retired 48+ Trustee, AEW 399 Boylston Street Real Estate Boston, MA 02116 Income Fund (70 Years Old) Richard Darman N/A N/A Partner, The Carlyle 48+ Director and 399 Boylston Street Group Vice Boston, MA 02116 (investments); Chairman, (59 Years Old) Formerly, AES Professor, John F. Corporation; Kennedy School of Trustee, AEW Government, Real Estate Harvard University Income Fund Sandra O. Moose N/A N/A Senior Vice 48+ Director, One Exchange Place President and Verizon Boston, MA 02109 Director, The Communications; (61 Years Old) Boston Consulting Director, Group, Inc. Rohm and (management Haas consulting) Company; Trustee, AEW Real Estate Income Fund
- -------- + Assumes election to the board of trustees of the Loomis Sayles Fund Complex. ++ 48, if also elected to the boards of trustees of the CDC Nvest Funds Complex. 6 John A. Shane N/A N/A President, Palmer 48+ Director, 200 Unicorn Park Drive Service Corporation Eastern Bank Woburn, MA 01801 (venture capital Corporation; (70 Years Old) organization) Director, Gensym Corporation; Director, Overland Storage, Inc.; Director, Abt Associates Inc.; Trustee, AEW Real Estate Income Fund Pendleton P. N/A N/A Retired 48+ Trustee, AEW White****** Real Estate 6 Breckenridge Lane Income Fund Savannah, GA 31411 (72 Years Old)
- -------- + Assumes election to the boards of trustees of the Loomis Sayles Fund Complex. * "Interested persons" (as defined in the 1940 Act) of the Trust. ** 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. *** 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. **** Mr. Hailer is deemed an "interested person" of the Trust and Loomis Sayles by virtue of his position as an officer and director of CDC IXIS Asset Management Distributors, L.P. ***** Mr. Voss is deemed an "interested person" of the Trust and Loomis Sayles by virtue of his position as an officer and director of Loomis Sayles. ******If elected as Trustees, Messrs. Alaimo and White are expected to retire by December 31, 2003. 7 The following table sets forth the dollar range of shares owned by each Trustee as of December 31, 2002 of (i) each individual Fund and (ii) all of the funds in the Loomis Sayles Fund Complex: Nominees for Interested Trustee:
Robert J. Dollar Range of Fund Shares Blanding John T. Hailer Peter S. Voss - --------------------------- --------------- --------------- --------------- Loomis Sayles Aggressive Growth Fund $10,001-$50,000 none none Loomis Sayles Bond Fund $10,001-$50,000 none over $100,000 Loomis Sayles Global Bond Fund none none over $100,000 Loomis Sayles Growth Fund over $100,000 none none Loomis Sayles International Equity Fund $10,001-$50,000 $10,001-$50,000 none Loomis Sayles Investment Grade Bond Fund $1-$10,000 none none Loomis Sayles Managed Bond Fund none none none Loomis Sayles Research Fund over $100,000 none none Loomis Sayles Small Cap Growth Fund over $100,000 $10,001-$50,000 $10,001-$50,000 Loomis Sayles Small Cap Value Fund over $100,000 over $100,000 none Loomis Sayles U.S. Government Securities Fund none none none Loomis Sayles Value Fund $10,001-$50,000 none none Loomis Sayles Worldwide Fund none none none Aggregate Dollar Range of Fund Shares in Funds Overseen or to be Overseen by the Nominee in the Loomis Sayles Fund Complex: over $100,000 over $100,000 over $100,000
8 Nominees for Disinterested Trustee:
Dollar Range Joseph Graham T. Edward A. Daniel M. Paul G. Kenneth J. Richard Sandra O. John A. Pendleton P. of Fund Shares Alaimo Allison, Jr. Benjamin Cain Chenault Cowan Darman Moose Shane White - -------------- -------- ------------ --------- --------- --------- ---------- ------- --------- ------- ------------ Loomis Sayles Aggressive Growth Fund none none none none none none none none none none Loomis Sayles Bond Fund none none none none none none none none none none Loomis Sayles Global Bond Fund none none none none none none none none none none Loomis Sayles Growth Fund none none none none none none none none none none Loomis Sayles International Equity Fund none none none none none none none none none none Loomis Sayles Investment Grade Bond Fund none none none none none none none none none none Loomis Sayles Managed Bond Fund none none none none none none none none none none Loomis Sayles Research $10,001- Fund none none none none $50,000 none none none none none Loomis Sayles Small Cap Growth Fund none none none none none none none none none none Loomis Sayles Small Cap $10,001- Value Fund none none none none $50,000 none none none none none Loomis Sayles U.S. Government Securities Fund none none none none none none none none none none Loomis Sayles Value Fund none none none none none none none none none none Loomis Sayles Worldwide Fund none none none none none none none none none none Aggregate Dollar Range of Fund Shares in Funds Overseen or to be Overseen by the Nominee in the Loomis Sayles Fund over $50,001- Complex: $100,000 none none none $100,000 none none none none none
9 Each Trustee who is not an "interested person" (as defined in the 1940 Act) of the Trust is compensated at the rate of $5,000 per in-person meeting per annum. In addition, each Trustee receives an annual retainer of $20,000 and is reimbursed for travel expenses in connection with attendance at meetings. Currently, these fees are allocated ratably among all the funds in the Loomis Sayles Fund Complex. It is expected that following the consolidation of the boards of trustees of the CDC Nvest Funds Complex and the Loomis Sayles Fund Complex, these fees will be increased in recognition of the increased responsibilities of the Trustees and will be allocated ratably among all the funds in the CDC-Loomis Fund Complex. The Trust pays no compensation to its officers or to Trustees who are "interested persons" (as defined in the 1940 Act) of the Trust. The following table sets forth the compensation received by the Trustees during fiscal year 2002: Compensation Table For the Fiscal Year Ended September 30, 2002
(1) (2) (3) (4) (5) Pension or Retirement Estimated Total Benefits Annual Compensation Aggregate Accrued as Benefits From Fund Compensation Part of Fund Upon Complex Paid Name of Person*, Position from Trust Expenses Retirement to Trustee ------------------------- ------------ ------------ ---------- ------------ Interested Trustee Daniel J. Fuss, $ 0 N/A N/A $ 0 Trustee Disinterested Trustees Joseph Alaimo, $21,250 N/A N/A $21,250 Trustee Edward A . Benjamin, $ 0 N/A N/A 12,161** Trustee Paul G. Chenault, 21,250 N/A N/A 21,250 Trustee Richard S. Holway, 21,250 N/A N/A 21,250 Trustee Michael T. Murray, 21,250 N/A N/A 21,250 Trustee
- -------- * On October 15, 2002, new members of the Board of Trustees were elected to succeed Messrs. Fuss, Holway, and Murray. The newly elected Trustees, Robert J. Blanding (Interested Trustee) and Edward A. Benjamin (Independent Trustee) received no compensation from the Trust during the fiscal year ended September 30, 2002. ** Total compensation figures include compensation received from the series of the New England Zenith Fund advised by Loomis Sayles and its affiliates (four prior to May 1, 2002, two thereafter). 10 The Trustees of the Trust who are Independent Trustees perform the functions of audit, nominating and governance and contract review committees. 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 them by the Board. During the most recently completed fiscal year, in performing the functions of the audit committee, the Independent Trustees met twice, in performing the functions of the nominating and governance committee, the Independent Trustees met twice and in performing the functions of the contract review committee, the Independent Trustees met twice. The following table shows the shares of the Trust held, if any, as of December 31, 2002 by each Nominee 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.
Number of Shares Owned as of December 31, Percent of Nominees 2002** Class Held -------- ------------------ ---------- INSTITUTIONAL CLASS SHARES LOOMIS SAYLES AGGRESSIVE GROWTH FUND Robert J. Blanding............................ 1,553 * All Nominees and executive officers as a group 43,984 3.3% LOOMIS SAYLES BOND FUND Peter S. Voss................................. 10,324 * All Nominees and executive officers as a group 472,140 * LOOMIS SAYLES GLOBAL BOND FUND All Nominees and executive officers as a group 6,905 * LOOMIS SAYLES GROWTH FUND Robert J. Blanding............................ 9,994 * All Nominees and executive officers as a group 180,840 3.0% LOOMIS SAYLES INVESTMENT GRADE BOND FUND All Nominees and executive officers as a group 20,395 2.7% LOOMIS SAYLES INTERNATIONAL EQUITY FUND Robert J. Blanding............................ 3,606 * John T. Hailer................................ 3,805 * All Nominees and executive officers as a group 40,072 *
11
Number of Shares Owned as of December 31, Percent of Trustees and Nominees 2002** Class Held --------------------- ------------------ ---------- LOOMIS SAYLES RESEARCH FUND Paul G. Chenault.............................. 5,000 * All Nominees and executive officers as a group 133,203 4.7% LOOMIS SAYLES SMALL CAP GROWTH FUND Robert J. Blanding............................ 57,653 * John T. Hailer................................ 5,322 * Peter S. Voss................................. 5,343 * All Nominees and executive officers as a group 102,759 1.5% LOOMIS SAYLES SMALL CAP VALUE FUND Robert J. Blanding............................ 24,053 * Paul G. Chenault.............................. 1,500 * John T. Hailer................................ 7,234 * All Nominees and executive officers as a group 70,578 * LOOMIS SAYLES VALUE FUND Robert J. Blanding............................ 3,925 * All Nominees and executive officers as a group 32,998 1.1% LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND All Nominees and executive officers as a group 24,080 2.7% LOOMIS SAYLES WORLDWIDE FUND All Nominees and executive officers as a group 63,385 5.7% RETAIL CLASS SHARES LOOMIS SAYLES AGGRESSIVE GROWTH FUND All Nominees and executive officers as a group 1,363 * LOOMIS SAYLES BOND FUND All Nominees and executive officers as a group 5,197 * LOOMIS SAYLES GLOBAL BOND FUND Peter S. Voss................................. 27,053 1.5% All Nominees and executive officers as a group 27,053 1.5% LOOMIS SAYLES SMALL CAP GROWTH FUND All Nominees and executive officers as a group 1,621 *
- -------- * 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 and shares owned of record by the CDC IXIS Retirement Plans for the accounts of employees of, among other entities, CDC IXIS Asset Management Distributors, L.P. and CDC IXIS Asset Management North America, L.P. who are trustees or officers of the CDC Nvest Funds Complex. 12 In 2002, the Trust held four Board meetings. Each of the current Trustees attended at least 75% of the meetings of the Board of Trustees and committees thereof of which such Trustee is a member held during the time of such Trustee's service as a Trustee. 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, unless it is determined in the manner specified in the By-Laws that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust, and except that no such person shall be indemnified against any liability to the Trust or its shareholders arising by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office. The 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. 13 II. OTHER INFORMATION The following table lists the executive officers of the Trust, their ages, 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 of the Trust by the Trustees of the Trust. 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** Trust Time Served* During Past 5 Years - ----------------------- --------------- --------------- ------------------------------- Mark Baribeau Vice President 3 years Vice President, Loomis Sayles. (43 Years Old) Sheila M. Barry Secretary and 6 years Assistant General Counsel and (57 Years Old) Compliance Vice President, Loomis Sayles. Officer Robert J. Blanding Trustee and Less than 1 President, Chairman, Director 555 California Street, President year (Served and Chief Executive Officer, San Francisco, California (Formerly, as Executive Loomis Sayles. (55 Years Old) Executive Vice Vice President President and for 6 years and Vice President) as Vice President for 5 years) Kenneth Buntrock Vice President 2 years Vice President, Loomis Sayles. (50 Years Old) Kevin Charleston Treasurer, Less than 1 Vice President, Director and (37 Years Old) (Formerly, year (Served as Chief Financial Officer, Loomis Vice President) Vice President Sayles. Formerly, Senior Vice for 2 years) President and Treasurer, Nvest Companies, L.P. Perry Conchinha Vice President 2 years Vice President, Loomis Sayles. (33 Years Old) Pamela N. Czekanski Vice President 3 years Vice President, Loomis Sayles. (44 Years Old)
* Each executive officer serves for an indefinite term in accordance with the current By-Laws 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 02111. 14
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Trust Time Served* During Past 5 Years - ----------------------- -------------- --------------- ------------------------------ Christopher R. Ely Vice President 6 years Vice President and Director, (47 Years Old) Loomis Sayles. Philip C. Fine Vice President 6 years Vice President, Loomis Sayles. (53 Years Old) Daniel J. Fuss Executive Less than 1 Vice Chairman, Director, (69 Years Old) Vice President year (served as Loomis Sayles. (Formerly, President for 8 President) years) Kathleen C. Gaffney Vice President 6 years Vice President, Loomis Sayles. (41 Years Old) Joseph R. Gatz Vice President 3 years Vice President, Loomis Sayles. 39533 Woodward Ave. Formerly, Portfolio Manager, Bloomfield Hills, Michigan Bank One Investment Advisers (41 Years Old) Corporation. Dean A. Gulis Vice President 3 years Vice President, Loomis Sayles. 1533 Woodward Ave. Bloomfield Hills, Michigan (47 Years Old) Robert G. Ix Vice President Less than 1 Vice President, Loomis Sayles. (38 Years Old) year Formerly, Portfolio Manager at The Bank of New York Steven Kaseta Vice President 1 year Vice President, Loomis Sayles. (48 Years Old) Lauriann Kloppenburg Vice President 2 years Vice President, Loomis Sayles. (42 Years Old) Warren Koontz Vice President 2 years Vice President, Loomis Sayles. (41 Years Old) Eswar Menon Vice President 3 years Vice President, Loomis Sayles. 555 California Street, Formerly, Portfolio Manager at San Francisco, California Nicholas Applegate Capital (39 Years Old) Management.
* Each executive officer serves for an indefinite term in accordance with the current By-Laws 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 02111. 15
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Trust Time Served* During Past 5 Years - ----------------------- -------------- ------------ ----------------------------- Alex Muromcew Vice President 3 years Vice President, Loomis 555 California Street, Sayles. Formerly, Portfolio San Francisco, California Manager at Nicholas (39 Years Old) Applegate Capital Management. Nicholas H. Palmerino Assistant 6 years Senior Vice President, CDC (38 Years Old) Treasurer IXIS Asset Management Services, Inc. Formerly, Vice President, Loomis Sayles. Bruce G. Picard, Jr. Vice President 5 years Vice President, Loomis (33 Years Old) Sayles. Lauren B. Pitalis Vice President 5 years Vice President, Loomis (42 Years Old) Sayles. David Rolley Vice President 2 years Vice President, Loomis (50 Years Old) Sayles. Richard D. Skaggs Vice President 3 years Vice President, Loomis (47 Years Old) Sayles. David L. Smith Vice President 6 years Vice President, Loomis (43 Years Old) Sayles. Daniel G. Thelen Vice President 2 years Vice President, Loomis 39533 Woodward Ave. Sayles. Bloomfield Hills, Michigan (45 Years Old) Sandra P. Tichenor Vice President 6 years General Counsel, Executive 555 California Street Vice President, Secretary, San Francisco, California Clerk and Director, Loomis (53 Years Old) Sayles.
* Each executive officer serves for an indefinite term in accordance with the current By-Laws 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 02111. 16
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Trust Time Served* During Past 5 Years - ----------------------- -------------- ------------ -------------------------------- John Tribolet Vice President 3 years Vice President, Loomis Sayles. 555 California Street 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 President 11 years Vice President, Loomis Sayles. (42 Years Old) Gregory B. Woodgate Assistant 2 years Vice President, Loomis Sayles. (32 Years Old) Treasurer
* Each executive officer serves for an indefinite term in accordance with the current By-Laws 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 02111. 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. It is expected that CDC IXIS Asset Management Distributors, L.P. will replace the Distributor as the distributor and principal underwriter to the Funds on or about July 1, 2003. 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. 17 As of February 26, 2003, 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:
Number of Percent of Shareholder Address Shares Owned Class Held - ----------- -------------------------- -------------- ---------- INSTITUTIONAL CLASS SHARES LOOMIS SAYLES AGGRESSIVE GROWTH FUND Charles Schwab & Co., Inc. 101 Montgomery St. 682,076.350 52.65% San Francisco, CA 94104 Berklee College of Music 1140 Boylston Street 181,511.433 14.01% Boston, MA 02115 Jupiter & Co. P.O. Box 9130 188,002.102 14.51% c/o Investors Bank & Trust c/o Investors Bank & Trust FPG 90 Boston, MA 02117 LOOMIS SAYLES BOND FUND Charles Schwab & Co., Inc. 101 Montgomery Street 63,039,370.784 49.10% San Francisco, CA 94104 National Financial Services Corp. 200 Liberty St. 16,767,468.623 13.06% FEBO Customers One World Financial Center New York, NY 10281 LOOMIS SAYLES GLOBAL BOND FUND Charles Schwab & Co., Inc. 101 Montgomery St. 1,628,399.866 31.50% San Francisco, CA 94104 Fleet National Bank P.O. Box 92800 680,096.974 13.16% TTEE Kaman Corp. Master Trust Rochester, NY 14692 Fixed Income Fund National Financial Services Corp. 200 Liberty St. 804,572.247 15.56% FEBO Customers One World Financial Center New York, NY 10281 Northern Trust Company PO Box 92956 621,672.297 12.03% FBO Desert State Employers Chicago, IL 60675 National Investor Services 55 Water St. 468,563.479 9.0% FBO Customers New York, NY 10041 San Diego Transit Pension Plan P.O. Box 2511 318,028.084 6.15% San Diego, CA 92112 LOOMIS SAYLES GROWTH FUND Charles Schwab & Co., Inc. 101 Montgomery St. 2,785,040 46.96% San Francisco, CA 94104
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Number of Percent of Shareholder Address Shares Owned Class Held - ----------- -------------------------- ------------- ----------- LOOMIS SAYLES INTERNATIONAL EQUITY FUND Charles Schwab & Co., Inc. 101 Montgomery St. 1,634,720.058 31.86% San Francisco, CA 94104 Comerica Bank P.O. Box 75000, 529,347.979 10.32% FBO City of Livonia MC 3446 Employee Retirement System A/C 02 New York, NY 10281 01 100 0302406 Church Mutual Insurance Co. 3000 Schuster Lane 501,736.123 9.78% Merrill, WI 54452 MGAM International Equity LLC 1125 S 103rd Street 470,360.023 9.17% Suite 450 Omaha, NE 68124 LOOMIS SAYLES INVESTMENT GRADE BOND FUND Charles Schwab & Co., Inc. 101 Montgomery St. 362,707.983 47.16% San Francisco, CA 94104 Jeffrey L. Meade 16 Samuel Parlin Drive 117,979.884 15.34% Phyllis M. Meade, Jt. Tcn. Acton, MA 01720 State Street Bank & Trust Company 412 Blair Ave 43,436.294 5.65% Custodian for the IRA FBO Willard S. Piedmont, CA 94611 Webber National Financial Services Corp 200 Liberty St. 70,161.928 9.12% FEBO Customers One World Financial Center New York, NY 10281 LOOMIS SAYLES RESEARCH FUND Charles Schwab & Co., Inc. 101 Montgomery St. 2,351,116.896 79.90% San Francisco, CA 94104 Asbestos Workers Local #84 Pension 36 East Warner Rd. 263,291.976 8.95% Fund Akron, OH 44319 CDC IXIS 399 Boylston St. 202,175.686 6.87% c/o CDC IXIS Asset Boston, MA 02116 Management North America LOOMIS SAYLES SMALL CAP GROWTH FUND Charles Schwab & Co., Inc. 101 Montgomery St. 999,545.232 19.82% San Francisco, CA 94104 Carey & Co 7 Easton Oval 300,701.991 5.96% Columbus, OH 43219
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Percent Number of of Class Shareholder Address Shares Owned Held - ----------- ------- ------------- --------- LOOMIS SAYLES SMALL CAP VALUE FUND Charles Schwab & Co., Inc. 101 Montgomery St. 2,443,661.998 18.22% San Francisco, CA 94104 Smith Barney Inc. 388 Greenwich St. 821,441.339 6.12% New York, NY 10001 Wells Fargo Bank FBO PO Box 1533 767,195.957 5.72% Wisc. Public Service Minneapolis, MN 55480 Administration Westfield Retirement System 59 Court Street 716,509.142 5.34% P.O. Box 106 Westfield, MA 01086 LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND Charles Schwab & Co. Inc. 101 Montgomery St. 358,069.695 34.50% San Francisco, CA 94104 Merrill Lynch Pierce Fenner & Attn: Service Team 143,457.829 13.82% Smith Inc. 4800 Deer Lake Drive Third Floor Jacksonville, FL 32246 National Financial Services Corp. FEBO Attn: Mutual Funds 118,505.602 11.42% Customers Department Fifth Floor 200 Liberty Street One World Financial Center New York, NY 10281 LOOMIS SAYLES VALUE FUND Charles Schwab & Co., Inc. 101 Montgomery St. 1,077,902.812 36.72% San Francisco, CA 94104 Asbestos Workers Local 36 East Warner Rd. 224,187.945 7.64% #84 Pension Fund Akron, OH 44319 Comerica Bank PO Box 7500 420,623.056 14.33% FBO City of Livonia Retiree Detroit, MI 48275 Health & Disability Benefits Plan Southeastern Michigan Chapter NECA PO Box 385 153,431.267 5.23% Southfield, MI 48034 LOOMIS SAYLES WORLDWIDE FUND Charles Schwab & Co., Inc. 101 Montgomery St. 1,086,248.853 95.93% San Francisco, CA 94104 RETAIL CLASS SHARES LOOMIS SAYLES AGGRESSIVE GROWTH FUND Chase Manhattan Bank 4 New York Plaza 867,260.474 40.44% Direct Trustee for MetLife Defined New York, NY 10004 Contribution Group Charles Schwab & Co., Inc. 101 Montgomery St. 359,227.557 16.75% San Francisco, CA 94104
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Percent Number of of Class Shareholder Address Shares Owned Held - ----------- ------- ---------------- -------- National Financial Services Corp. 200 Liberty Street, 215,885.116 10.07% FEBO Customers One World Financial Center New York, NY 10281 The Chicago Trust Company, 171 North Clark Street 258,567.980 12.06% TTEE Industries 401K Chicago, IL 60601 LOOMIS SAYLES BOND FUND National Financial Services Corp. 200 Liberty Street 1,851,268.630 25.79% FEBO Customers One World Financial Center New York, NY 10281 IMS Co. P.O. Box 3865 486,096.596 6.77% Englewood, CO 80155 Salomon Smith Barney, Inc. 333 West 34th St. 418,568.675 5.83% New York, NY 10001 LOOMIS SAYLES GLOBAL BOND FUND Charles Schwab & Co., Inc. 101 Montgomery Street 1,191,803.426 75.60% San Francisco, CA 94104 National Financial Services Corp. 200 Liberty Street 161,581.631 10.25% FEBO Customers One World Financial Center New York, NY 10281 LOOMIS SAYLES GROWTH FUND Angelo V. Glorioso 225 Summit Dr. 61,666.776 43.01% Pittsburgh, PA 15238 Arrivescap National Trust Co. PO Box 105779 30,837.546 21.51% Atlanta, GA 30348 Charles Schwab & Co., Inc. 101 Montgomery Street 19,592.565 13.67% San Francisco, CA 94104 LOOMIS SAYLES INTERNATIONAL EQUITY FUND Charles Schwab & Co., Inc. 101 Montgomery Street 32,763.400 20.12% San Francisco, CA 94104 Merrill Lynch Pierce Fenner & 4800 Deer Lake Drive East 24,832.165 15.25% Smith, Inc. Third Floor Attn: Service Team Jacksonville, FL 32246 Orangewood Childrens Foundation 12822 Garden Grove 24,472.858 15.03% Boulevard, Suite A Garden Grove, CA 92843 National Financial Services Corp. 200 Liberty Street 25,457.844 15.63% FEBO Customers One World Financial Center New York, NY 10281 LOOMIS SAYLES INVESTMENT GRADE BOND FUND Loomis, Sayles & Company, L.P. One Financial Center 1,045.181 14.87% Boston, MA 02111 Susan Bourgeois 8808 Basswood 959.756 13.65% Richmond, VA 23229 State Street Bank 633 Blackmore Ct. 4,546.791 64.00% Cust. for IRA FBO Marco Island, FL 34145 Sumer Aygen
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Percent Number of of Class Shareholder Address Shares Owned Held - ----------- ------- ------------- -------- LOOMIS SAYLES RESEARCH FUND Fiserv Securities Inc. One Commerce Square 5,969.579 99.74% 2005 Market St. Philadelphia, PA 19103 LOOMIS SAYLES SMALL CAP GROWTH FUND Bose Empl. Retirement PO Box 41974 788,376.889 16.08% Kansas City, MO 64141 MetLife Trust Company 1 Crossroads Dr. 285,896.290 5.83% Bedminster, NJ 07921 Retirement System Board of Trustees FBO Soonersave Plan 457 858,299.196 17.51% TTEE Oklahoma Public Employers c/o Great-West 8515 E. Orchard Road #2T2, Englewood, CO 80111 Wilmington Trust Company 760,765.167 15.52% FBO Alliance Coal LLC P.O. Box 8971 Profit Sharing Plan Wilmington, DE 17879 LOOMIS SAYLES SMALL CAP VALUE FUND Charles Schwab & Co., Inc. 101 Montgomery Street 2,038,320.956 36.63% San Francisco, CA 94104 Chase Manhattan Bank Trustee MetLife 770 Broadway 10th Floor 731,902.726 13.15% Defined Contribution Group New York, NY 10003 MetLife Defined Contribution Group 2 Montgomery Street 365,177.015 6.56% Jersey City, NJ 07302-3802 Vanguard Fiduciary Trust Company P.O. Box 2600, Rm 613 449,345.294 8.07% Loomis Sayles/Omnibus n/c Attn: Outside Funds Valley Forge, PA 19482 MetLife Trust Company NA Directed 1 Crossroads Dr. BLDG3 439,495.523 7.90% Trustee for Metlife Defined Contribution Bedminster, NJ 07921-2688 Plan Putnam Fiduciary Trust Investors Way 378,197.536 6.80% FBO IDX Systems Corp. Norwood, MA 02062 ADMIN CLASS SHARES LOOMIS SAYLES SMALL CAP VALUE FUND Smith Barney Corp. Trust Co. (Trustee) Two Tower Center 406,901.984 31.43% Smith Barney 401(k) Advisor Group Trust P.O. Box 1063 E. Brunswick, NJ 08816 Merrill Lynch Pierce Fenner & Smith Inc. 4800 Deer Lake Drive 67,689.022 5.23% FBO Customers 3rd Floor Jacksonville, FL 32246 Smith Barney Corp. Trust Co. (Trustee) Two Tower Center 216,057.842 16.69% The Citistreet Retirement Group Trust P.O. Box 1063 E. Brunswick, NJ 08816
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Percent Number of of Class Shareholder Address Shares Owned Held - ----------- ----------------------- ------------ -------- LOOMIS SAYLES AGGRESSIVE GROWTH FUND Reliance Trust Company 3384 Peachtree Rd 115,316.260 52.08% Directed Trustee for MetLife Atlanta, GA 30326 Defined Contribution Merrill Lynch Pierce Fenner & Smith 4800 Deer Lake Dr. East 53,249.911 24.05% Jacksonville, FL 32246 MetLife Trust Company NA One Crossroads Dr. 47,157.979 21.30% Directed Trustee for MetLife Bedminster, NJ 07921 Standard Products LOOMIS SAYLES BOND FUND Smith Barney Corp. Trust Two Tower Center 256,664.601 34.86% Smith Barney 401(k) E. Brunswick, NJ 08816 Merrill Lynch Pierce Fenner & Smith, Inc. 4800 Deer Lake Dr. East 347,621.269 47.22% Jacksonville, FL 32246 Reliance Trust Company Directed Trustee 3384 Peachtree Rd 58,504.940 7.95% for MetLife Defined Contribution Atlanta, GA 30326 LOOMIS SAYLES GROWTH FUND Loomis, Sayles & Co., L.P. One Financial Center 1,576.669 33.13% Boston, MA 02111 Security Trust Co. FBO 2390 Camelback Rd. 557.212 11.71% Gold K.com Phoenix, AZ 85016 Circle Trust Company Metro Center 1,259.540 26.46% Cust. For Millane Nuseries One Station Place Stamford, CT 06902 Circle Trust Company Metro Center 935.555 19.66% Cust. For Communications Group One Station Place Stamford, CT 06902 Circle Trust Company Metro Center 385.769 8.11% The Lamm Wallach Companies One Station Place Stamford, CT 06902 LOOMIS SAYLES INTERNATION EQUITY FUND Smith Barney Corp. Trust Two Tower Center 6,594.083 5.43% Smith Barney 401(k) E. Brunswick, NJ 08816 Reliance Trust Company 3384 Peachtree Rd 106,370.468 87.61% Directed Trustee for MetLife Atlanta, GA 30326 Defined Contribution LOOMIS SAYLES INVESTMENT GRADE BOND FUND Loomis, Sayles & Company, L.P. One Financial Center Boston, MA 02111 1,042.713 98.53% LOOMIS SAYLES SMALL CAP GROWTH FUND MetLife Trust Company NA One Crossroads Dr. 24,956.127 16.13% Directed Trustee for MetLife Bedminster, NJ 07921 Standard Products Reliance Trust Company 3384 Peachtree Rd 125,395.873 81.05% Directed Trustee for MetLife Atlanta, GA 30326 Defined Contribution
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Percent Number of of Class Shareholder Address Shares Owned Held - ----------- ------- -------------- -------- New York Life Trust Co. 51 Madison Avenue 179,141.589 13.84% Client Account New York, NY 10010 LOOMIS SAYLES INVESTMENT GRADE FUND BOND FUND (CLASS J SHARES) Marusan Securities Co., Ltd. 2-5-2 Nihonbashi, 18,214,000.000 88.85% Chuo-ku, Tokyo, Japan Mitsubishi Securities 27-1, Shinkawa 2-Chome 1,668,800.000 8.14% Chuo-ku, Tokyo, Japan LOOMIS SAYLES MANAGED BOND FUND Mitsubishi Securities Co., Ltd. 27-1, Shinkawa 2-Chome, 1,058,940.000 100.00% Chuo-ku, Tokyo, Japan
In the event that sufficient votes in favor of the election of any of the Nominees are not received by May 14, 2003, 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 all 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, no particular date is anticipated for the next shareholder meeting. 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 March 24, 2003, 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 Trust's 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 24 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 Securities and Exchange Commission's proxy rules. You may submit shareholder proposals to Sheila M. Barry, Secretary, Loomis Sayles Funds, One Financial Center, Boston, Massachusetts 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. The Tellers will count the total number of votes cast "for" election of each Nominee 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. 25 LS141 [X]PLEASE MARK VOTES, AS IN THIS EXAMPLE
1. To elect Trustees. - ------------------------------------ LOOMIS SAYLES FUNDS - ------------------------------------ (01) Joseph Alaimo (08) Richard Darman For All With- For All (02) Graham T. Allison, Jr. (09) John T. Hailer Nominees hold Except (03) Edward A. Benjamin (10) Sandra 0. Moose [_] [_] [_] (04) Robert J. Blanding (11) John A. Shane (05) Daniel M. Cain (12) Peter S. Voss (06) Paul G. Chenault (13) Pendleton P. White (07) Kenneth J. Cowan NOTE: If you do not wish your shares voted "For" a particular nominee, CONTROL NUMBER: mark the "For All Except" box and strike a line through the name(s) of the RECORD DATE SHARES: nominee(s). Your shares will be voted for the remaining nominee(s). -------------- Please be sure to sign and date this Proxy Date Mark box at right if an address change or comment - -------------------------------------------------------------- has been noted on the reverse side of this card. [_] - -------Shareholder sign here_____Co-owner sign here----------- DETACH CARD DETACH CARD
Your vote is important. Please vote immediately. - --------------------------------------- ---------------------------------- Vote-by-Internet [GRAPHIC] Vote-by-Telephone [GRAPHIC] 1. Log on to the Internet and go OR 1. Call toll-free to http://www.eproxyvote. 1-877-PRX-VOTE(1-877-779-8683) com/lsbdx 2. Enter your Voter Control Number 2. Enter your Voter Control Number listed above and follow the easy listed above and follow the steps outlined on the secured easy recorded instructions. website. - --------------------------------------- ---------------------------------- If you vote over the Internet or by telephone, please do not mail your card. 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") that 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 May 14, 2003 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 February 26, 2003 (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 AND IN THE PROXIES' DISCRETION ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. 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 Trust. 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? DO YOU HAVE ANY COMMENTS? _______________________________ _________________________________ _______________________________ _________________________________ _______________________________ _________________________________ -----END PRIVACY-ENHANCED MESSAGE-----