497 1 d497.txt LOOMIS SAYLES FUNDS II MHM Final SEMI-ANNUAL REPORT (During The Eleventh Term) From: October 1, 2006 To: March 31, 2007 LOOMIS SAYLES FUNDS II - LOOMIS SAYLES INVESTMENT GRADE BOND FUND SEMI-ANNUAL REPORT (During The Eleventh Term) From: October 1, 2006 To: March 31, 2007 To: Director of Kanto Local Finance Bureau Filing Date: June 29, 2007 Name of the Fund: LOOMIS SAYLES INVESTMENT GRADE BOND FUND Name of the Registrant Trust: LOOMIS SAYLES FUNDS II Name and Official Title of the Michael Kardok Representative: Treasurer of the Trust Address of Principal Office: 399 Boylston Street Boston, Massachusetts 02116 U. S. A. Name and Title of Registration Agent: Harume Nakano Attorney-at-Law Signature [Harume Nakano] (Seal) Ken Miura Attorney-at-Law Signature [Ken Miura] (Seal) Address or Place of Business Marunouchi Kitaguchi Building 6-5, Marunouchi 1-chome Chiyoda-ku, Tokyo Name of Liaison Contact: Harume Nakano Ken Miura Attorneys-at-Law Place of Liaison Contact: Mori Hamada & Matsumoto Marunouchi Kitaguchi Building 6-5, Marunouchi 1-chome Chiyoda-ku, Tokyo Phone Number: 03-6212-8316 Places where a copy of this Semi-Annual Report is available for Public Inspection Not applicable. CONTENTS This English translation ------------ I. STATUS OF INVESTMENT PORTFOLIO.............................. 1 (1) Diversification of Investment Portfolio................. 1 (2) Results of Past Operations.............................. 2 (a) Record of Changes in Net Assets.................... 2 (b) Record of Distributions Paid....................... 4 (c) Record of Earnings Ratio........................... 7 II. OUTLINE OF THE FINANCIAL CONDITIONS OF THE FUND............. 8 III. RECORD OF SALES AND REPURCHASES............................. 8 IV. OUTLINE OF THE TRUST........................................ 8 (1) Amount of Capital....................................... 8 (2) Description of Business and Outline of Operation........ 9 (3) Miscellaneous........................................... 12 V. OUTLINE OF THE FINANCIAL STATUS OF THE INVESTMENT MANAGEMENT COMPANY........................................ 12 I. STATUS OF INVESTMENT PORTFOLIO (LOOMIS SAYLES INVESTMENT GRADE BOND FUND (hereinafter referred to as the "Fund")) (1) Diversification of Investment Portfolio (As of the end May, 2007) Investment Market Value Total Ratio Types of Assets Name of Country Dollar (%) --------------- --------------- ------------------ ---------- Corporate Bonds U.S. 550,299,954 40.45% Canada 26,605,584 1.96% United Kingdom 21,519,789 1.58% Spain 11,156,649 0.82% Australia 8,771,136 0.64% Brazil 7,293,975 0.54% Chile 7,260,874 0.53% Multinational 4,605,850 0.34% Netherlands 3,299,456 0.24% Mexico 3,107,085 0.23% Luxembourg 2,400,797 0.18% Philippines 1,632,470 0.12% France 1,333,486 0.10% Malaysia 1,190,036 0.09% Ireland 740,662 0.05% India 682,583 0.05% Singapore 334,294 0.02% Convertible Bonds U.S. 22,129,715 1.63% Government/Agencies U.S. 313,625,808 23.05% Foreign Government Bonds Canada 184,070,516 13.53% Mexico 37,076,230 2.73% Supranational 32,028,076 2.35% Brazil 15,304,163 1.12% South Africa 4,150,968 0.31% Peru 235,000 0.02% Short Term Investments 418,654,015 30.77% Sub-Total 1,679,509,171 123.45% Cash, Deposit and other assets (319,073,572) -23.45% (after deduction of liabilities) Total (Net Asset Value) 1,360,435,599 100% Note 1: The investment ratio is calculated by dividing each asset at its market value by the total net asset value of the Fund. The same applies hereinafter. -1- Note 2: The exchange rate of U.S. Dollars ("dollar" or "$") into Japanese Yen is (Yen)121.69 for one U.S. Dollar, which is the actual middle point between the selling and buying currency rate by telegraphic transfer of The Bank of Mitsubishi-Tokyo UFJ, Ltd. as of May 31, 2007. The same applies hereinafter. Note 3: In this report, money amounts and percentages have been rounded. Therefore, there are cases in which the amount for the "total" column is not equal to the aggregate amount. Also, conversion into other currencies is done simply by multiplying the corresponding amount by the conversion rate specified and rounded up when necessary. As a result, in this report, there are cases in which figures for the same information differ from each other. (2) Results of Past Operations (a) Record of Changes in Net Assets Record of changes in net assets at the end of each of during the one year period up to and including the end of May, 2007 is as follows: Net Asset Value 121.69 Total Net Asset Value per Share ------ ---------------------------- --------------- USD (thousand) JPY (million) USD JPY -------------- ------------- ------- ------- June Class Y 51,628 6,283 11.04 1,343 Class J 232,847 28,335 11.03 1,342 Class B 4,431 539 11.00 1,339 Class C 58,250 7,088 10.99 1,337 Class A 96,442 11,736 11.04 1,343 July Class Y 64,959 7,905 11.11 1,352 Class J 225,779 27,475 11.09 1,350 Class B 4,768 580 11.07 1,347 Class C 63,794 7,763 11.05 1,345 Class A 111,303 13,544 11.11 1,352 August Class Y 70,998 8,640 11.32 1,378 Class J 224,061 27,266 11.30 1,375 Class B 5,230 636 11.28 1,373 Class C 72,721 8,849 11.26 1,370 Class A 131,942 16,056 11.32 1,378 September Class Y 76,548 9,315 11.36 1,382 Class J 214,894 26,150 11.34 1,380 Class B 5,525 672 11.31 1,376 Class C 82,863 10,084 11.30 1,375 Class A 152,054 18,503 11.35 1,381 October Class Y 84,849 10,325 11.47 1,396 Class J 209,266 25,466 11.46 1,395 Class B 6,409 780 11.43 1,391 -2- Net Asset Value 121.69 Total Net Asset Value per Share ------ ---------------------------- --------------- USD (thousand) JPY (million) USD JPY -------------- ------------- ------- ------- Class C 97,517 11,867 11.42 1,390 Class A 170,673 20,769 11.47 1,396 November Class Y 97,526 11,868 11.58 1,409 Class J 207,284 25,224 11.56 1,407 Class B 7,164 872 11.53 1,403 Class C 121,745 14,815 11.52 1,402 Class A 210,133 25,571 11.58 1,409 December Class Y 118,043 14,365 11.33 1,379 Class J 200,104 24,351 11.32 1,378 Class B 7,628 928 11.30 1,375 Class C 143,102 17,414 11.28 1,373 Class A 253,611 30,862 11.33 1,379 2007 end of January Class Y 148,836 18,112 11.31 1,376 Class J 191,899 23,352 11.29 1,374 Class B 8,770 1,067 11.26 1,370 Class C 175,460 21,352 11.25 1,369 Class A 291,679 35,494 11.31 1,376 February Class Y 170,638 20,765 11.53 1,403 Class J 191,385 23,290 11.51 1,401 Class B 9,567 1,164 11.48 1,397 Class C 216,565 26,354 11.46 1,395 Class A 333,884 40,630 11.52 1,402 March Class Y 193,492 23,546 11.43 1,391 Class J 188,810 22,976 11.41 1,388 Class B 10,956 1,333 11.38 1,385 Class C 274,894 33,452 11.36 1,382 Class A 387,607 47,168 11.42 1,390 April Class Y 222,487 27,074 11.57 1,408 Class J 188,841 22,980 11.55 1,406 Class B 12,208 1,486 11.52 1,402 Class C 324,079 39,437 11.51 1,401 Class A 432,410 52,620 11.57 1,408 May Class Y 273,352 33,264 11.55 1,406 Class J 186,171 22,655 11.53 1,403 Class B 14,019 1,706 11.50 1,399 Class C 382,716 46,573 11.49 1,398 Class A 504,178 61,353 11.55 1,406 -3- (b) Record of Distributions Paid Distribution per Share ---------------- 121.69 Distribution Date Ex-dividend Date USD JPY ------ --------------------- ------------------- -------- ------- 10th FY October 6, 2005 October 3, 2005 Class Y 0.0467 5.68 Class J 0.0390 4.75 Class B 0.0355 4.32 Class C 0.0359 4.37 Class A 0.0430 5.23 November 4, 2005 November 1, 2005 Class Y 0.0435 5.29 Class J 0.0361 4.39 Class B 0.0331 4.03 Class C 0.0329 4.00 Class A 0.0418 5.09 December 6, 2005 December 1, 2005 Class Y 0.0485 5.90 Class J 0.0410 4.99 Class B 0.0381 4.64 Class C 0.0383 4.66 Class A 0.0449 5.46 January 4, 2006 December 29, 2005 Class Y 0.4791 58.30 Class J 0.4716 57.39 Class B 0.4680 56.95 Class C 0.4685 57.01 Class A 0.4753 57.84 February 6, 2006 February 1, 2006 Class Y 0.0489 5.95 Class J 0.0417 5.07 Class B 0.0381 4.64 Class C 0.0387 4.71 Class A 0.0455 5.54 March 6, 2006 March 1, 2006 Class Y 0.0470 5.72 Class J 0.0403 4.90 Class B 0.0375 4.56 Class C 0.0378 4.60 Class A 0.0437 5.32 April 6, 2006 April 3, 2006 Class Y 0.0485 5.90 Class J 0.0413 5.03 Class B 0.0375 4.56 Class C 0.0383 4.66 Class A 0.0449 5.46 May 8, 2006 May 1, 2006 Class Y 0.0505 6.15 Class J 0.0436 5.31 Class B 0.0402 4.89 Class C 0.0405 4.93 Class A 0.0470 5.72 June 6, 2006 June 1, 2006 Class Y 0.0502 6.11 Class J 0.0430 5.23 Class B 0.0393 4.78 Class C 0.0397 4.83 Class A 0.0465 5.66 -4- Distribution per Share ---------------- 121.69 Distribution Date Ex-dividend Date USD JPY ------ --------------------- ------------------- -------- ------- 10th FY July 7, 2006 July 3, 2006 Class Y 0.0495 6.02 Class J 0.0424 5.16 Class B 0.0394 4.79 Class C 0.0394 4.79 Class A 0.0459 5.59 August 4, 2006 August 1, 2006 Class Y 0.0502 6.11 Class J 0.0430 5.23 Class B 0.0398 4.84 Class C 0.0400 4.87 Class A 0.0468 5.70 September 7, 2006 September 1, 2006 Class Y 0.0498 6.06 Class J 0.0425 5.17 Class B 0.0394 4.79 Class C 0.0396 4.82 Class A 0.0478 5.82 11th FY October 5, 2006 October 2, 2006 Class Y 0.0502 6.11 Class J 0.0430 5.23 Class B 0.0400 4.87 Class C 0.0406 4.94 Class A 0.0473 5.76 November 6, 2006 November 1, 2006 Class Y 0.0516 6.28 Class J 0.0442 5.38 Class B 0.0414 5.04 Class C 0.0429 5.22 Class A 0.0493 6.00 December 6, 2006 December 1, 2006 Class Y 0.0497 6.05 Class J 0.0424 5.16 Class B 0.0394 4.79 Class C 0.0413 5.03 Class A 0.0475 5.78 Janaury 4, 2007 December 29, 2006 Class Y 0.1179 14.35 Class J 0.1104 13.43 Class B 0.1072 13.05 Class C 0.1091 13.28 Class A 0.1157 14.08 February 6, 2007 February 1, 2007 Class Y 0.0486 5.91 Class J 0.0411 5.00 Class B 0.0383 4.66 Class C 0.0400 4.87 Class A 0.0463 5.63 March 6, 2007 March 1, 2007 Class Y 0.0469 5.71 Class J 0.0405 4.93 Class B 0.0375 4.56 Class C 0.0394 4.79 Class A 0.0450 5.48 -5- Distribution per Share ---------------- 121.69 Distribution Date Ex-dividend Date USD JPY ------ --------------------- ------------------- -------- ------- 11th FY April 5, 2007 April 2, 2007 Class Y 0.0475 5.78 Class J 0.0403 4.90 Class B 0.0370 4.50 Class C 0.0390 4.75 Class A 0.0451 5.49 May 7, 2007 May 1, 2007 Class Y 0.0480 5.84 Class J 0.0410 4.99 Class B 0.0378 4.60 Class C 0.0397 4.83 Class A 0.0460 5.60 -6- (c) Record of Earnings Ratio Record of earnings ratio during one year up to and including the end of May, 2007 is as follows: Earning ratio (%) 1) 2) ----------------------- Class Y 9.80% Class J 9.04% Class B 8.63% Class C 8.87% Class A 9.62% (Note) The earning ratio of each class is calculated based on the following formula: NAV per share 5/31/07 + Distributions for one year - NAV per share 5/31/06 ------------------------------------------------------------------------ X 100 NAV per share 5/31/06 -------- 1) Includes capital gain distributions. 2) Distributions used for the period ended 5/31/07 are based on payment date. -7- II. OUTLINE OF THE FINANCIAL CONDITIONS OF THE FUND The Fund shall use as the auditors the professional services of PricewaterhouseCoopers LLP, an independent registered public accounting firm. [The Japanese translation of the financial statement of the Fund to be incorporated.] III RECORD OF SALES AND REPURCHASES Record of sales and repurchases during one year period up to and including the end of May, 2007 and number of outstanding shares of the Fund as of the end of May, 2007 are as follows: Number of Number of Units Number of Units Sold Repurchased Outstanding Units ------------- --------------- ----------------- Class Y 21,957,135.092 1,414,194.866 23,662,944.063 (0) (0) (0) Class J 916,100.000 6,440,520.000 16,142,310.000 (916,100.000) (6,440,520.000) (16,142,310.000) Class B 907,358.813 68,417.382 1,218,912.081 (0) (0) (0) Class C 29,561,301.049 1,218,208.518 33,321,581.442 (0) (0) (0) Class A 38,868,128.402 3,508,275.725 43,658,954.777 (0) (0) (0) Note : The numbers of shares sold, redeemed and outstanding in the parenthesis represents those sold, redeemed and outstanding in Japan. IV. OUTLINE OF THE TRUST (1) Amount of Capital: 1. Trust Not applicable. 2. Loomis, Sayles & Company, L.P. (Investment Management Company) 1) Amount of Capital (issued capital stock at par value): Not applicable. Provided, however, that the partner capital was $67,765,224 ((Yen)8,246 million) as of May 31, 2007. 2) Number of authorized shares of capital stock: Not applicable. 3) Number of outstanding shares of capital stock: Not applicable. 4) Increase/decrease in amount of capital for the last 5 years: Not applicable. -8- (2) Description of Business and Outline of Operation: 1. Trust The Trust may carry out any administrative and managerial act, including the purchase, sale, subscription and exchange of any securities, and the exercise of all rights directly or indirectly pertaining to the Fund's assets. The Trust has retained Loomis Sayles & Company, L.P., the investment adviser, to render investment advisory services, IXIS Asset Management Advisors, L.P., to render administrative services, and State Street Bank and Trust Company, to hold the assets of the Fund in custody and act as Transfer, Dividend Payment and Shareholder Servicing Agent. 2. Loomis, Sayles & Company, L.P. (Investment Management Company) Investment Management Company is engaged in the business of providing investment management and investment advisory services to mutual funds, among other clients. As of the end of May, 2007, Investment Management Company administers and manages the following 46 portfolio, including 12 portfolios of the Trust with the total net asset value is US$ 11,595 million. Fund List (as of the end of May, 2007) Month /Date /Year Principal Total NAV NAV per share Fund Established Characteristics ($ thousand) ($) ---- ----------- --------------- ---------------- ------------ LOOMIS SAYLES FUNDS I (10 portfolios) Loomis Sayles Bond 5/16/91 Fixed Retail 5,276,283 Retail 14.74 Fund Income/Open Inst. 6,880,245 Inst. 14.79 Admin 167,447 Admin 14.71 Loomis Sayles 5/10/91 Global/Open Retail 761,421 Retail 15.46 Global Bond Fund Inst. 883,309 Inst. 15.60 Loomis Sayles Fixed 1/17/95 Fixed Inst. 564,176 Inst. 14.21 Income Fund Income/Open Loomis Sayles 6/5/96 Fixed Inst. 185,564 Inst. 8.50 Institutional Income/Open High Income Fund Loomis Sayles 1/28/98 Fixed Inst. 34,752 Inst. 9.44 Intermediate Income/Open Duration Fixed Income Fund Loomis Sayles 7/1/94 Fixed Inst. 195,937 Inst. 12.81 Investment Grade Income/Open Fixed Income Fund Loomis Sayles Small 5/13/91 Equity/Open Retail 427,097 Retail 29.38 Cap Value Fund Inst. 546,717 Inst. 29.62 Admin 86,667 Admin 29.00 Loomis Sayles 5/21/91 Fixed Inst. 12,261 Inst. 10.33 Inflation Income/Open Protected Securities Fund Loomis Sayles High 4/13/04 Fixed Inst. 74,291 Inst. 10.82 Income Income/Open Opportunities Fund -9-
Month /Date /Year Principal Total NAV NAV per share Fund Established Characteristics ($ thousand) ($) ---- ----------- --------------- ---------------- ------------ Loomis Sayles Securitized 3/2/06 Fixed Inst. 301,476 Inst. 10.10 Asset Fund Income/Open LOOMIS SAYLES FUNDS II (12 portfolios) Loomis Sayles Mid Cap Growth 12/31/96 Equity/Open Retail 27,439 Retail 24.50 Fund Inst. 21,728 Inst. 25.09 Loomis Sayles Research Fund 7/31/00 Equity/Open A 1,424 A 9.47 B 342 B 9.29 C 1,433 C 9.24 Y 26,631 Y 9.53 Loomis Sayles Growth Fund 5/16/91 Equity/Open A 221,172 A 6.66 B 29,027 B 6.47 C 39,068 C 6.47 Y 114,495 Y 6.95 Loomis Sayles Value Fund 5/13/91 Equity/Open Retail 18,086 Retail 23.83 Inst. 162,003 Inst. 23.88 Loomis Sayles Investment 12/31/96 Fixed Y 273,352 Y 11.55 Grade Bond Fund Income/Open J 186,171 J 11.53 A 504,178 A 11.55 B 14,019 B 11.50 C 382,716 C 11.49 Loomis Sayles Small Cap 12/31/96 Equity/Open R 2,883 R 14.41 Growth Fund Inst. 25,294 Inst. 14.80 Loomis Sayles Global Markets 5/1/96 Global/Open A 14,563 A 14.63 Fund C 35,493 C 14.55 Y 67,861 Y 14.66 Loomis Sayles Tax-Managed 10/1/95 Equity/Open Inst. 6,231 Inst. 11.39 Equity Fund Loomis Sayles Limited Term 1/3/89 Fixed A 107,440 A 10.96 Government and Agency Fund Income/Open B 7,518 B 10.94 C 4,640 C 10.96 Y 4,195 Y 10.99 Loomis Sayles Municipal 5/9/77 Fixed A 87,503 A 7.42 Income Fund Income/Open B 4,544 B 7.43 Loomis Sayles High Income Fund 2/22/84 Fixed A 33,881 A 5.34 Income/Open B 5,656 B 5.35 C 5,130 C 5.35 Loomis Sayles Strategic 5/1/95 Fixed A 5,019,942 A 15.20 Income Fund Income/Open B 231,170 B 15.27 C 3,375,943 C 15.27 Y 531,513 Y 15.20 IXIS ADVISOR FUNDS TRUSTS I, II, and III (7 portfolios) IXIS U.S. Diversified 7/7/94 Equity/Open A 424,476 A 25.74 Portfolio B 145,829 B 22.75 C 48,530 C 22.77 Y 22,071 Y 27.48 IXIS Value Fund 6/5/70 Equity/Open A 114,112 A 9.56 B 17,813 B 8.42 C 3,229 C 8.42 Loomis Sayles 3/23/84 Fixed A 66,569 A 16.45 Income/Open Massachusetts Tax Free Income B 1,768 B 16.41 Fund
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Month /Date /Year Principal Total NAV Fund Established Characteristics ($ thousand) NAV per share ($) ---- ----------- -------------------- ------------------ ----------------- Loomis Sayles Core Plus 11/7/73 Fixed Income/Open A 99,316 A 11.25 Bond Fund B 96,425 B 11.26 C 10,576 C 11.27 Y 14,757 Y 11.30 IXIS Moderate 7/14/04 Fixed Income/Equity/ A 25,355 A 11.56 Diversified Portfolio Open C 66,787 C 11.51 IXIS Equity Diversified 1/31/05 Equity/Open A 9,635 A 12.34 Portfolio C 20,889 C 12.22 IXIS Income Diversified 11/17/05 Fixed Income/Open A 72,896 A 11.32 Portfolio C 90,613 C 11.30 Month /Date /Year Principal Total NAV Fund Established Characteristics ($ thousand) NAV per share ($) ---- ----------- -------------------- ------------------ ----------------- UNRELATED FUNDS (16 portfolios) Metropolitan Series Fund 5/2/94 Equity/Open A $ 370,786(1) A $233.84(1) -Loomis Sayles B $ 45,369(1) B $231.30(1) Small Cap Portfolio E $ 58,107(1) E $232.06(1) Met Investors Series 5/1/06 Equity/Fixed A $ 523,500(1) A $ 10.36 Trust Loomis Sayles Income/Open B $ 9,800(1) B $ 10.34 Global Markets Portfolio Managers Bond Fund 5/84 Fixed Income/Open $ 906,776(1) $ 24.76 Managers Global Bond Fund 3/12/02 Fixed Income/Open $ 53,670(1) $ 21.35 Managers Fixed Income 5/18/04 Fixed Income/Open A $ 11,776(1) A $ 10.50 Fund B $ 13,089(1) B $ 10.42 C $ 15,454(1) C $ 10.50 Y $ 25,861(1) Y $ 10.55 Maxim Loomis Sayles 11/1/94 Equity/Open $ 265,030(1) $ 21.28(1) Small-Cap Value Portfolio Maxim Loomis Sayles Bond 11/1/94 Fixed Income/Open $ 340,080(1) $ 12.58(1) Portfolio GuideStone Funds 8/27/01 Fixed GS-2 $ 59,916(1) GS-2 $ 7.84 Trust-Extended Duration Income/Open GS-4 $ 467,877(1) GS-4 $ 14.59 Bond Fund GS-6 $ 15,730(1) GS-6 $ 7.84 GS-8 $ 5,547(1) GS-8 $ 7.83 USAA Growth Fund 04/05/71 Equity $ 907,291(2) $ 16.44 Open USAA Growth & Income Fund 8/1/97 Equity $1,513,407(2) $ 20.12 Open TA IDEX Bond Portfolio 1/1/07 Fixed Income/Open I (3) I (3) Pacific Life Fundss 9/28/01 Equity A $ 22,548(4) A $ 10.08 Large Cap Growth Fund Open B $ 490(4) B $ 9.77 C $ 898(4) C $ 9.76 Pacific Select Fund 1/2/01 Equity $1,585,864(1) $ 7.71(1) Large Cap Growth Open Portfolio Saratoga Financial 1/7/03 Equity A $ 948(5) A $ 13.25 Services Portfolio Open B $ 822(5) B $ 12.59 C $ 102(5) C $ 12.58 I $ 1,843(5) I $ 13.52
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Month /Date /Year Principal Total NAV NAV per share Fund Established Characteristics ($ thousand) ($) ---- ----------- --------------- --------- ---------- Saratoga Large 9/1/94 Equity A $20,166(5) A $16.98 Capitalization Growth Open B $ 211(5) B $15.66 Portfolio C $ 1,865(5) C $15.71 I $35,940(5) I $17.07 Saratoga Energy & Basic 1/7/03 Equity A $ 4,576(5) A $35.70 Materials Portfolio Open B $ 2,968(5) B $33.92 C $ 185(5) C $27.37(5) I $ 2,727(5) I $36.32 Roszel/Loomis Sayles Large 7/1/02 Equity $ 1,348(1) $ 9.97(1) Cap Growth Portfolio Open
-------- (1) At December 31, 2006. (2) At January 31, 2007. (3) New fund--no financials have yet been published. (4) At September 30, 2006. (5) At February 28, 2007. (3) Miscellaneous: 1. Trust During the six months prior to the filing of this document, there has been, or is, no litigation which had or is expected to have a material effect on the Fund or the Trust during the six months before the filing of this report. 2. Loomis, Sayles & Company, L.P. (Investment Management Company) During the six months prior to the filing of this document, there has been no litigation or fact which caused or would cause, a material effect to the Fund or the Investment Management Company. V. OUTLINE OF THE FINANCIAL STATUS OF THE INVESTMENT MANAGEMENT COMPANY The Investment Management Company shall use as the auditors the professional services of Pricewaterhouse Coopers. [The Japanese translation of the financial statement of the Management Company to be incorporated.] -12- MHM Final AMENDMENT TO SECURITIES REGISTRATION STATEMENT LOOMIS SAYLES FUNDS II - LOOMIS SAYLES INVESTMENT GRADE BOND FUND AMENDMENT TO SECURITIES REGISTRATION STATEMENT To: Director of Kanto Local Finance Bureau Filing Date: June 29, 2007 Name of the Registrant Trust: LOOMIS SAYLES FUNDS II Name and Official Title of Representative: Michael Kardok Treasurer of the Trust Address of Principal Office: 399 Boylston Street Boston, Massachusetts 02116 U. S. A. Name and Title of Registration Agent: Harume Nakano Attorney-at-Law Signature [Harume Nakano] (Seal) Ken Miura Attorney-at-Law Signature [Ken Miura] (Seal) Address or Place of Business Marunouchi Kitaguchi Building 6-5, Marunouchi 1-chome Chiyoda-ku, Tokyo Name of Liaison Contact: Harume Nakano Ken Miura Attorneys-at-Law Place of Liaison Contact: Mori Hamada & Matsumoto Marunouchi Kitaguchi Building 6-5, Marunouchi 1-chome Chiyoda-ku, Tokyo Phone Number: 03-6212-8316 Name of the Fund Making Public Offering LOOMIS SAYLES INVESTMENT GRADE or Sale of Foreign Investment Fund BOND FUND Securities: Aggregate Amount of Foreign Investment Shares of a series of a Fund Securities to be Publicly Offered or diversified open-end management Sold: investment company organized as a Massachusetts business trust; Up to US$1.3 billion (approximately JPY158.20 billion) Note : U.S.$ amount is translated into Japanese Yen at the rate of U.S.$l.00=(Yen)121.69 the mean of the exchange rate quotations by The Bank of Mitsubishi Tokyo UFJ, Ltd. for buying and selling spot dollars by telegraphic transfer against yen as of May 31, 2007. Places where a copy of this Semi-Annual Report is available for Public Inspection Not applicable. I. REASON FOR FILING THIS AMENDMENT TO SECURITIES REGISTRATION STATEMENT: This statement is intended to amend and update the relevant information of the Securities Registration Statement filed March 30, 2007 (the "original SRS") due to the fact that the Semi-annual Report was filed today. It is also intended to amend the original SRS to reflect some subsequent changes. The exchange rate used in this statement is different from the one used in the original SRS, as the latest exchange rate is used in this statement. Amended parts are underlined in "(2) Other amendments". II. CONTENTS OF AMENDMENT: (1) Amendments made due to filing of Semi-Annual Report The following items in the original SRS are updated and/or added as stated in the Semi-Annual Report.
Manner of Original SRS Semi-Annual Report Amendment ------------ --------------------------------------- --------------- PART II INFORMATION CONCERNING FUNDS 1 STATUS OF INVESTMENT FUND I. DESCRIPTION OF THE FUND 5 STATUS OF INVESTMENT FUND (1)Diversification of Investment (1)Diversification of Investment Update Portfolio Portfolio (3)Result of Past Operation (2)Result of Past Operation Addition/Update II.FINANCIAL HIGHLIGHTS II OUTLINE OF FINANCIAL CONDITIONS OF Addition THE FUND PART III DETAILED INFORMATION OF THE II. OUTLINE OF FINANCIAL CONDITIONS OF Addition FUND THE FUND VI FINANCIAL CONDITIONS OF THE FUND V. RESULT OF SALE AND REPURCHASE III. RESULT OF SALE AND REPURCHASE Addition PART IV SPECIAL INFORMATION IV. OUTLINE OF THE TRUST I OUTLINE OF THE TRUST 1 OUTLINE OF THE TRUST (2)Loomis Sayles and Company, L.P. (the (1)Amount of Capital Update Investment Management Company) 2 Loomis Sayles and Company, L.P. (the (a)Amount of Capital Investment Management Company) 2 DESCRIPTION OF BUSINESS AND OUTLINE (2)Description of Business and Outline Update OF OPERATION of Operation (2)Investment Management Company 2 Investment Management Company 5 MISCELLANEOUS IV OUTLINE OF THE TRUST Addition (3)Miscellaneous
-------- * Contents of the Semi-Annual Report are as follows: [The contents of the Semi-Annual Report are inserted.] (2) Other amedments Cover (Before the amendment) Places where a copy of this Securities Registration Statement is available for Public Inspection Not applicable. (After the amendment) Places where a copy of this Securities Registration Statement is available for Public Inspection Not applicable. (Note) After the Financial Instruments and Exchange Law in Japan is enforced, any reference of the "Japanese Securities and Exchange Law" in this document will be replaced with the "Financial Instruments and Exchange Law". PART I. INFORMATION CONCERNING SECURITIES 12. MISCELLANEOUS: (Before the amendment) (B) Outline of Underwriting, etc.: (a) The Distributors in Japan will undertake to make a public offering of Shares in accordance with an agreement dated May 4, 1999 with Loomis Sayles Distributors, L.P. (hereinafter referred to as the "Distributor") in connection with the sale of the Shares in Japan. (After the amendment) (B) Outline of Underwriting, etc.: (a) Each of Distributors in Japan will undertake to make a public offering of Shares in accordance with the respective agreements dated May 4, 1999 with Loomis Sayles Distributors, L.P. (hereinafter referred to as the "Distributor") in connection with the sale of the Shares in Japan (The agreements were amended by the Amendment Agreements dated April 2, 2007 in case of Marusan and Mistubishi UFJ, and dated April 11, 2007 in case of SMBC Friend.) -2- PART II.INFORMATION CONCERNING FUND I. DESCRIPTION OF THE FUND 7. OUTLINE OF MANAGEMENT AND OPERATION (6) Outline of Disclosure System 2) Disclosure in Japan and PART III.DETAILED INFORMATION OF THE FUND III.MANAGEMENT OF THE FUND 2 Outline of Disclosure System (2) Disclosure in Japan (ii)Disclosure to Japanese Shareholders: (Before the amendment) When the Fund makes changes to the Declaration of Trust of the Fund, if the contents of such changes are material, the Fund must give 30 day prior notice thereof, including the contents of such changes, before such changes are made, and its written notice stating these matters must be given to Japanese Unitholders known to the Sales Handling Companies; provided, however, that if such notice is delivered to each of all Japanese Unitholders, no public notice is required. (After the amendment) When the Fund makes changes to the Declaration of Trust of the Fund, if the contents of such changes are material, the Fund must give 30 day prior notice thereof, including the contents of such changes, before such changes are made, and its written notice stating these matters must be given to Japanese Unitholders known to the Sales Handling Companies; provided, however, that if such notice is delivered to each of all Japanese Unitholders, no public notice is required. After the Amendment to the Investment Fund Law dated June 14, 2006 is enforced, the preceding paragraph will be read as follows: "When the Fund makes changes to the Declaration of Trust of the Fund, if the contents of such changes are material or if the Fund is merged with any other trust, the Fund must give 2-week prior notice in writing to Japanese Unitholders, stating the contents and reason(s) of such changes. -3- PART IV SPECIAL INFORMATION II. OUTLINE OF THE OTHER RELATED COMPANIES (Before the amendment) (D) Marusan Securities Co., Ltd. (Distributor in Japan and Agent Securities Company) (2) Description of Business Marusan is a diversified securities company in Japan. Marusan engages in handling the sales and redemptions of the fund shares for offering foreign investment funds. (E) SMBC Friend Securities Co., Ltd. (Distributor in Japan) (2) Description of Business SMBC Friend is a diversified securities company in Japan. SMBC Friend engages in handling the sales and redemptions of the fund shares for offering foreign investment funds. (F) Mitsubishi UFJ Securities Co., Ltd. (Distributor in Japan) (2) Description of Business Mitsubishi is a diversified securities company in Japan. Mitsubishi engages in handling the sales and redemptions of the fund shares for foreign investment funds. (After the amendment) (D) Marusan Securities Co., Ltd. (Distributor in Japan and Agent Securities Company) (2) Description of Business Marusan practices securities business (the first financial instruments business after the Financial Instruments and Exchange Law is enforced) in Japan. Marusan engages in handling the sales and redemptions of the fund shares for offering foreign investment funds. (E) SMBC Friend Securities Co., Ltd. (Distributor in Japan) (2) Description of Business SMBC Friend practices securities business (the first financial instruments business after the Financial Instruments and Exchange Law is enforced) in Japan. SMBC Friend engages in handling the sales and redemptions of the fund shares for offering foreign investment funds. (F) Mitsubishi UFJ Securities Co., Ltd. (Distributor in Japan) (2) Description of Business Mitsubishi practices securities business (the first financial instruments business after the Financial Instruments and Exchange Law is enforced) in Japan. Mitsubishi engages in handling the sales and redemptions of the fund shares for foreign investment funds. -4- INCUMBENCY CERTIFICATE I, Coleen Downs Dinneen, duly elected Secretary of Loomis Sayles Funds II (the "Trust"), a business trust organized and existing under the laws of The Commonwealth of Massachusetts, U. S. A., hereby certify that Michael Kardok is a duly appointed Treasurer of the Trust, and hereby further certify that, at their meeting on May 3, 1999, the Trustees of the Trust authorized the officers of the Trust, among other things, to execute and deliver any and all documents in the opinion of such officer necessary or appropriate to the filing of the Securities Registration Statements, Annual Securities Reports, Semi-annual Reports, Extraordinary Reports, Financial Reports and Notifications of the Loomis Sayles Investment Grade Bond Fund series of the Trust in Japan, and that said Mr. Michael Kardok has, in his capacity as such Treasurer, executed, in the name and on behalf of the Fund, that certain Power of Attorney dated this 5th day of June, 2007. IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Trust as of this 5th day of June, 2007. LOOMIS SAYLES FUNDS II By: /s/ COLEEN DOWNS DINNEEN ----------------------------- Coleen Downs Dinneen Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Loomis Sayles Funds II (the "Trust"), on behalf of its Loomis Sayles Investment Grade Bond Fund series (the "Fund"), does hereby constitute, designate, and appoint each of Harume Nakano and Ken Miura, attorneys-at-law of Mori Hamada & Matsumoto, with their offices at Marunouchi Kitaguchi Building, 6-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8222, Japan, as its true and lawful agents, severally and not jointly, to represent and act for and in the name, place, and stead of the Fund in Japan for the following purposes: 1) To prepare, file, and prosecute and generally to represent the Fund in connection with the Securities Registration Statement to be filed with the Director of Kanto Local Finance Bureau of the Ministry of Finance of Japan for the proposed offering and sales in Japan of the shares of the Fund and annual securities reports, semi-annual reports and extraordinary reports to be filed with the Director of Kanto Local Finance Bureau of the Ministry of Finance of Japan (the "Reports"); 2) To prepare, execute, and file amendments to the Securities Registration Statement and the Reports; 3) To prepare, execute, and file with the appropriate ministers or agencies of the Government of Japan any reports, notices, communications, and other documents required by law to be filed in connection with the Securities Registration Statement and the Reports; 4) To receive from officials or agencies of the Government of Japan any and all notices, orders, communications, and other documents addressed to the Fund pertaining to such Securities Registration Statement and the Reports; 5) To prepare, execute, and file any necessary notification or notifications with the appropriate ministers or agencies of the Government of Japan under the Foreign Exchange and Foreign Trade Law (law No. 228 of 1949, as amended) in connection with said offering and sale, to receive from said agencies of the Government of Japan any and all notices, orders, communications, and other documents addressed to the Fund pertaining to such notification or notifications, and to make amendments to such notification or notifications as may be deemed necessary or desirable; 6) To prepare, execute and file any necessary notification or notifications with the Commissioner of the Financial Services Agency under the Law Concerning Investment Trusts and Investment Corporations (Law No.198 of 1951, as amended) in connection with the offering and sales and to make amendments to the said notification or notifications of any changes as may be deemed necessary or desirable; 7) To perform any and all other acts necessary or incidental to the performance of the foregoing powers herein granted. IN WITNESS WHEREOF, the Trust has caused this Power of Attorney to be executed in its name and on its behalf by its duly authorized officer on this 5th day of June, 2007. LOOMIS SAYLES FUNDS II on behalf of its Loomis Sayles Investment Grade Bond Fund Series By: /s/ MICHAEL KARDOK ----------------------------- Michael Kardok Treasurer of the Trust (SEAL) COMMONWEALTH OF MASSACHUSETTS) ) COUNTRY OF SUFFOLK ) Then personally appeared before me the above-subscribed Michael Kardok, known to me to be the Treasurer of Loomis Sayles Funds II, and acknowledged that the execution of the foregoing instrument was his free act and deed, and that he was duly authorized by the Trustees of such Trust so to act. 5th day of June, 2007 ------------------------- Notary Public My Commission Expires: (SEAL)