-----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, BKe35UlHaJsAwwoCurpjZ6l8tl3jRze0fjSuuTcNMM2XSzHLh9tnqCDikjSDtmcS 1OfW8kgVAIglwrXRyWa70Q== 0000927016-02-004439.txt : 20020903 0000927016-02-004439.hdr.sgml : 20020902 20020903135829 ACCESSION NUMBER: 0000927016-02-004439 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021015 FILED AS OF DATE: 20020903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOOMIS SAYLES INVESTMENT TRUST CENTRAL INDEX KEY: 0000917469 IRS NUMBER: 043219179 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08282 FILM NUMBER: 02755139 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 LSIT NOTICE & PROXY LOOMIS SAYLES INVESTMENT TRUST SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [x] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 LOOMIS SAYLES INVESTMENT TRUST ------------------------------ (Name of Registrant as Specified In Its Charter) LOOMIS SAYLES INVESTMENT TRUST ------------------------------ (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and )-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: -------------- [PHOTO] Daniel Fuss [LOGO] LOOMIS SAYLES Investment Trust August 30, 2002 Dear Shareholders: A special meeting of shareholders will be held on October 15, 2002. The purpose of the meeting is to elect the Trustees of Loomis Sayles Investment Trust. Enclosed you will find information about the Trustee nominees and how to cast your vote. Please read the entire proxy statement prior to voting. This is an exciting opportunity to voice your opinion on matters that affect your fund, and ultimately, your investment. I am also pleased to announce Bob Blanding, Chief Executive Officer of Loomis Sayles, has been appointed President of Loomis Sayles Investment Trust. Bob's firm-wide leadership and in-depth experience with each of the firm's investment platforms will greatly benefit the Funds. I will step aside at this time to continue to do what I do best--investment management. If you have any questions or would like additional information before you vote, please call us at (888) 226-9699. Sincerely, /s/ Daniel Fuss Daniel J. Fuss Loomis Sayles Investment Trust Please note if you own more than one fund you will find enclosed a proxy card for each fund. Please be sure to vote all cards and return them in the enclosed envelope. As a Loomis Sayles Investment Trust shareholder, you now have the option of receiving your Fund's financial reports and prospectuses via email. To apply for this benefit at this time, you must vote your proxy via the Internet. If you have questions, please call (888) 226-9699 to speak with a Loomis Sayles representative. LOOMIS SAYLES INVESTMENT TRUST Notice of Special Meeting of Shareholders To the Shareholders of the Loomis Sayles Investment Trust: A Special Meeting of the shareholders of Loomis Sayles Investment Trust, a Massachusetts business trust (the "Trust"), will be held on October 15, 2002 at 3:00 p.m. Boston time on the 34th floor of One Financial Center, Boston, Massachusetts, for the following purposes: 1. To elect Trustees. 2. To transact any other business that may properly come before the meeting or any adjournment thereof. Shareholders of record at the close of business on August 19, 2002 are entitled to notice of and to vote at the meeting. By Order of the Trustees Sheila M. Barry Secretary August 30, 2002 We urge you to mark, sign, date and mail the enclosed Proxy in the enclosed envelope or to vote by telephone or the Internet so you will be represented at the meeting. SPECIAL MEETING OF SHAREHOLDERS LOOMIS SAYLES INVESTMENT TRUST One Financial Center Boston, Massachusetts 02111 PROXY STATEMENT The enclosed proxy is solicited by the Trustees of Loomis Sayles Investment Trust (the "Trust") for use at a special meeting of shareholders of the Trust (the "Meeting") to be held at its offices on October 15, 2002 and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Only shareholders of record at the close of business on August 19, 2002 (the "Record Date") are entitled to vote at the meeting or at any adjourned session thereof. As of the Record Date, there were issued and outstanding 77,443,264.171 shares of the Trust consisting of the following number of shares of each of the following series ("Funds") and each class thereof, if applicable:
Outstanding Shares as of the Fund Record Date - ---- ---------------- Loomis Sayles California Tax-Free Income Fund.................... 1,663,284.277 Loomis Sayles Benchmark Core Bond Fund Institutional Class........................................... 1,721,249.873 Retail Class.................................................. 1,010.956 Admin Class................................................... 1,010.956 Loomis Sayles Core Plus Fixed Income Fund........................ 3,628,931.973 Loomis Sayles Fixed Income Fund.................................. 36,919,391.565 Loomis Sayles Institutional High Income Fund..................... 5,731,249.620 Loomis Sayles Intermediate Duration Fixed Income Fund............ 3,217,328.529 Loomis Sayles Investment Grade Fixed Income Fund................. 12,550,202.768 Loomis Sayles Mid Cap Growth Fund................................ 1,250,023.936 Loomis Sayles Provident Fund..................................... 2,422,920.043 Loomis Sayles Small Company Growth Fund.......................... 8,336,659.675
Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. All shares are entitled to vote on the proposal to elect Trustees. The Notice of Special Meeting, proxy card and this Proxy Statement are being mailed to shareholders of record as of the Record Date on or about August 30, 2002. A copy of the Annual Report of the Trust for its most recent fiscal year ended September 30, 2001, including financial statements, can be obtained without charge by writing to Loomis Sayles at One Financial Center, Boston, Massachusetts 02111 or by calling (888) 226-9699. 1 Shares represented by duly executed proxies will be voted for the election of the nominees named herein as Trustees, unless such authority has been withheld. If no instructions are made, the proxy will be voted for the election as Trustees of the nominees named below. Proxies may be revoked at any time before they are voted by a written revocation received by the Secretary of the Trust, by properly executing a later-dated proxy or by attending the Meeting and voting in person. Proxies will be solicited primarily by mailing this Proxy Statement and its enclosures, but supplementary solicitations may also be made by mail, telephone, telegraph or personal interview by officers of the Trust or by officers, employees or agents of Loomis, Sayles & Company, L.P. ("Loomis Sayles") and its affiliates. In addition, D.F. King & Co., Inc. and Management Information Services ("MIS") have been retained to assist in the solicitation of proxies at a cost which is not expected to exceed $10,000, plus any reimbursement for D.F. King & Co. and MIS' out-of-pocket expenses. The cost of the solicitation will be borne by the Trust. 2 I. ELECTION OF TRUSTEES The Trustees have fixed at four the number of Trustees for election at the Meeting. None of the nominees are presently Trustees of the Trust. Each of the nominees is also a nominee for election as a trustee of Loomis Sayles Funds, a separate group of mutual funds also advised by Loomis Sayles. The nomination of the nominees was intended in part to effect a consolidation of the boards of trustees of these two groups of mutual funds which make up the Loomis Sayles Funds Complex. Each of the nominees has agreed to serve as a Trustee if elected. If any of the nominees should be unavailable for election at the time of the Meeting (which is not presently anticipated), the persons named as proxies may vote for other persons in their discretion or the Trustees may vote to fix the number of Trustees at fewer than four. The Trust's Agreement and Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the Investment Company Act of 1940 (the "1940 Act"), (i) the Trust will hold a shareholder's meeting for the election of Trustees at such times as less than a majority of the Trustees holding office have been elected by shareholders, and (ii) if, after filling a vacancy on the Board of Trustees, less than two-thirds of the Trustees holding office would have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders. In addition, Trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares of the Trust and filed with the Trust's custodian, or by vote of the holders of two-thirds of the outstanding shares of the Trust at a meeting duly called for such purpose, which meeting shall be held upon the written request of the shareholders of not less than 10% of the Trust's outstanding shares. Set forth below are the names of the nominees for election as Trustees together with information about them. On October 30, 2000 Nvest Companies L.P., the indirect parent company of Loomis Sayles, merged with CDC Asset Management. In order for the merger to fall within the "safe harbor" afforded by Section 15(f) of the 1940 Act, among other requirements, at least 75% of the Board of Trustees of the Trust must be Independent Trustees for a period of three years following the merger (i.e. until October 30, 2003). Since both Mr. Finlayson and Mr. Hunt (the current Trustees) are Independent Trustees, the Board of Trustees currently satisfies this requirement. Likewise, if the four nominees (Messrs. Blanding, Alaimo, Chenault and Benjamin) are elected as Trustees, Messrs. Alaimo, Chenault and Benjamin would be Independent Trustees, so that the Board of Trustees would continue to satisfy this requirement. 3 Nominee for Interested Trustee*
Number of Portfolios in Fund Complex Overseen Term of or to be Office and Principal Overseen Other Position(s) Length of Occupation(s) by Trustee Directorships Name, Address Held with Time During Past or Nominee Held by and Age Funds Served** 5 Years for Trustee Trustee - ------------- ----------- ---------- ------------------- ----------- ------------- Robert J. Blanding President Less than President, 26 0 555 California Street, (Formerly, 1 month Chairman, San Francisco, Executive (Served as Director and Chief California Vice Executive Executive Officer, (55 Years Old) President) Vice Loomis Sayles President for 5 Years and 3 Years as Vice President) Nominees for Disinterested Trustee Joseph Alaimo N/A N/A Chairman, 26 Wintrust N. Bank Lane, Wayne Hummer Financial Lake Forest, Illinois Trust Company Corporation (72 Years Old) Edward A. Benjamin N/A N/A Director, Precision 26 Director, 71 Sierra Rosa Loop Corporation (optics Precision Santa Fe, NM 87506 manufacturer); Corporation (64 Years Old) Director, Coal, (optics Energy manufacturer); Investments & Director, Coal, Management, LLC; Energy formerly, Partner, Investments & Ropes & Gray (law Management, firm) until 1999 LLC; Trustee, New England Zenith Fund Paul G. Chenault N/A N/A Retired; Trustee of 26 0 5852 Pebble Beach Variable Investors Way Series Trust. From San Luis Obispo, August, 1997 to CA 93401 September 1997, (68 Years Old) Vice President of Loomis Sayles and prior to October, 1995, Senior Vice President and Chief Investment Officer, XL Capital Ltd., Hamilton, Bermuda
4 - -------- * Interested person (as defined in the Investment Company Act of 1940) of the Trust. Mr. Blanding is deemed an "interested person" of the Trust and Loomis Sayles by virtue of his position as an officer and Director of Loomis Sayles. ** Each Trustee serves for an indefinite term in accordance with the Trust's Agreement and Declaration of Trust until the date the Trustee dies, resigns or is removed, or, if sooner, until the election and qualification of the Trustee's successor. The following table sets forth the dollar range of shares owned by each Trustee as of July 31, 2002 of (i) each individual Fund and (ii) all of the funds in the Loomis Sayles Funds Complex: Nominee for Interested Trustee:
Robert J. Dollar Range of Fund Shares Blanding --------------------------- ------------- Loomis Sayles California Tax-Free Income Fund 0 Loomis Sayles Benchmark Core Bond Fund 0 Loomis Sayles Core Plus Fixed Income Fund 0 Loomis Sayles Fixed Income Fund 0 Loomis Sayles Institutional High Income Fund 0 Loomis Sayles Intermediate Duration Fixed Income Fund 0 Loomis Sayles Investment Grade Fixed Income Fund 0 Loomis Sayles Mid Cap Growth Fund 0 Loomis Sayles Provident Fund 0 Loomis Sayles Small Company Growth Fund 0 Aggregate Dollar Range of Fund Shares in Funds Overseen or to be Overseen by Nominee in Loomis Sayles Funds Complex: Over $100,000
5 Nominees for Disinterested Trustees:
Joseph Edward A. Paul G. Dollar Range of Fund Shares Alaimo Benjamin Chenault --------------------------- -------- --------- --------------- Loomis Sayles California Tax-Free Income Fund 0 0 0 Loomis Sayles Benchmark Core Bond Fund 0 0 0 Loomis Sayles Core Plus Fixed Income Fund 0 0 0 Loomis Sayles Fixed Income Fund 0 0 0 Loomis Sayles Institutional High Income Fund 0 0 0 Loomis Sayles Intermediate Duration Fixed Income Fund 0 0 0 Loomis Sayles Investment Grade Fixed Income Fund 0 0 0 Loomis Sayles Mid Cap Growth Fund 0 0 0 Loomis Sayles Provident Fund 0 0 0 Loomis Sayles Small Company Growth Fund 0 0 0 Aggregate Dollar Range of Fund Shares in Funds Overseen or to be Overseen by Trustee or Nominee in Loomis Sayles Funds Complex: Over $100,000 0 $10,001-$50,000
6 Each Trustee is not affiliated with Loomis Sayles, is compensated at the rate of $10,000 per annum and is reimbursed for travel expenses in connection with attendance at meetings. It is expected, however, that following the election of the nominees, the Trustees will reconsider current levels of compensation and Loomis Sayles expects to recommend an increase in such compensation. The Trust pays no compensation to its officers who are affiliated with Loomis Sayles. The following table sets forth the compensation received by the Trustees during fiscal year 2001: Compensation Table for the fiscal year ended September 30, 2001
(1) (2) (3) (4) (5) Pension or Total Retirement Estimated Compensation Aggregate Benefits Accrued Annual From Trust and Name of Person, Compensation as Part of Fund Benefits Upon Fund Complex* Position from Trust Expenses Retirement Paid to Trustee - --------------- ------------ ---------------- ------------- --------------- Charles J. Finlayson,** $10,000 N/A N/A $10,000 Trustee Timothy J. Hunt,** $10,000 N/A N/A $10,000 Trustee
- -------- * No Trustee received any compensation from any funds affiliated with Loomis Sayles, other than the Trust, for the fiscal year ended September 30, 2001. ** The term of office of each of Messrs. Finlayson and Hunt as Trustees will end upon the election and qualification of their successors. The Trustees of the Trust, neither of whom is an "interested person" (as defined in the 1940 Act) of the Trust or Loomis Sayles ("Independent Trustees") perform the functions of an audit, nominating and contract review committee. Their responsibilities as such include review of financial and accounting controls and procedures; recommendations as to the selection of the independent accountants; review of the scope of the audit; review of financial statements and audit reports; and review of the independence of the independent accountants and approval of fees and assignments relating to all activities of the independent accountants on the Trust's behalf. In addition, the Independent Trustees have responsibility for the nomination of other Independent Trustees, and review and make recommendations to the Board as to contracts requiring approval of a majority of the Independent Trustees and any other contracts which may be referred to it by the Board. The Trustees performing the functions of the audit committee met twice during the last fiscal year, the Trustees performing the functions of the nominating committee did not meet during the last fiscal year and the Trustees performing the functions of the contract review committee did not meet during the last fiscal year. 7 The following table shows the shares of the Trust held, if any, as of July 31, 2002 by each nominee and current Trustee of the Trust rounded to the nearest whole share. Unless otherwise noted, each of the shareholders named below has sole investment power and sole voting power with respect to the shares of the Trust beneficially owned.
Number of Shares Owned Percent Trustees and Nominees as of July 31, 2002 of Class - --------------------- ------------------- -------- LOOMIS SAYLES PROVIDENT FUND Timothy J. Hunt......................................... 10,649** * All Trustees, nominees and executive officers as a group 10,649 *
- -------- * Less than 1% ** Includes shares held in the name of Mr. Hunt's spouse. In 2001 the Trust held four Board meetings. Each of the Trustees attended at least 75% of the meetings of the Board of Trustees and committees thereof of which such Trustee is a member. The Agreement and Declaration of Trust and the By-Laws of the Trust provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, except if it is determined in the manner specified in the By-Laws that they have not acted in good faith in the reasonable 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. 8 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 by the Trust's Trustees. Each such person's principal occupation is as an employee or officer of Loomis Sayles, the Trust's adviser. Each officer's principal occupation for the past five years is listed; similar prior positions within the same company are omitted.
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Funds Time Served* During Past 5 Years - ----------------------- ----------- -------------- ------------------------------- Robert J. Blanding President Less than 1 President, Chairman, Director 555 California Street, (Formerly, Month and Chief Executive Officer, San Francisco, California Executive (Served as Loomis Sayles. (55 Years Old) Vice Executive President) Vice President for 5 Years and as Vice President for 3 Years) Sheila M. Barry Secretary 6 Years Assistant General Counsel and (57 Years Old) and Vice President, Loomis Sayles. Compliance Officer Kevin Charleston Treasurer Less than 1 Vice President, Director and (36 Years Old) (Formerly, Month Chief Financial Officer, Loomis Vice (Served as Sayles. Formerly, Senior Vice President) Vice President President and Treasurer, Nvest for 1 Year) Companies, L.P. Christopher R. Ely Vice 3 Years Vice President, Loomis Sayles. (46 Years Old) President Quentin P. Faulkner Vice 7 Years Vice President, Loomis Sayles. ( 64 Years Old) President Philip C. Fine Vice 3 Years Vice President, Loomis Sayles. (52 Years Old) President Steven Kaseta Vice 8 Months Vice President, Loomis Sayles. (47 Years Old) President Kathleen C. Gaffney Vice 7 Years Vice President, Loomis Sayles. (40 Years Old) President Michael J. Millhouse Vice 2 Years Vice President and Director, 227 W. Monroe Street, President Loomis Sayles. Chicago, Illinois (46 Years Old)
* Each executive officer serves for an indefinite term in accordance with the current Bylaws of the Trust until the date his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. ** Except as indicated, the address of each executive officer is One Financial Center, Boston, Massachusetts. 9
Term of Position(s) Office and Held with Length of Principal Occupation(s) Name, Address and Age** Funds Time Served* During Past 5 Years - ----------------------- ----------- ------------ ------------------------------ Curt Mitchell Vice 1 Year Vice President, Loomis Sayles. 227 W. Monroe Street, President Chicago, Illinois (39 Years Old) Kent P. Newmark Vice 8 Years Vice President, Managing 555 California Street, President Partner, and Director, San Francisco, California Loomis Sayles. (63 Years Old) Peter Palfrey Vice 6 Months Vice President, Loomis Sayles. (41 Years Old) President Formerly, Vice President and Portfolio Manager, Back Bay Advisors, L.P. Lauren Pitalis Vice 1 Year Vice President, Loomis Sayles. (41 Years Old) President. Nicholas H. Palmerino Assistant 6 Years Vice President, Loomis Sayles. (37 Years Old) Treasurer Robert K. Payne Vice 8 Years Vice President, Loomis Sayles. 555 California Street, President San Francisco, California (60 Years Old) Richard Rezek Vice 1 Year Vice President, Loomis Sayles. 227 W. Monroe Street, President Chicago, Illinois (42 Years Old) Craig Smith Vice 2 Years Vice President, Loomis Sayles. 227 W. Monroe Street, President Chicago, Illinois (35 Years Old) David L. Smith Vice 3 Years Vice President, Loomis Sayles. (43 Years Old) President Frederick E. Sweeney, Jr. Vice 4 Years Vice President, Loomis Sayles. (41 Years Old) President Anthony J. Wilkins Vice 6 Years Vice President and Director, (60 Years Old) President Loomis Sayles. Gregory B. Woodgate Assistant 1 Year Vice President, Loomis Sayles. (31 Years Old) Treasurer
* Each executive officer serves for an indefinite term in accordance with the current Bylaws of the Trust until the date his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. ** Except as indicated, the address of each executive officer is One Financial Center, Boston, Massachusetts. Loomis Sayles serves as investment adviser to the Funds, and Loomis Sayles Distributors, L.P. (the "Distributor") serves as distributor and principal underwriter to the Funds. The address of Loomis Sayles and the Distributor is One Financial Center, Boston, Massachusetts 02111. 10 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. As of August 15, 2002, the following persons owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) or of record 5% or more of the outstanding shares of the indicated classes of the following Funds:
Percentage Number of of Shares Shareholder Address Shares Owned Held - ----------- ------- ------------ ---------- LOOMIS SAYLES BENCHMARK CORE BOND FUND Institutional Class of Shares Asbestos Workers Local #84 36 East Warner Road 530,604.8080 30.78% Pension Plan Akron, OH 44319 Comerica Bank P.O. Box 7500 MC 3446 699,321.5830 40.57% City of Livonia Retiree Health/ Detroit, MI 48275-3446 Disability AAUW-- Educational Finance Department 1111 189,264.9220 10.98% Foundation Sixteenth Street, NW Washington, D.C. 20036 Southeastern Michigan Chapter, P.O. Box 385 Southfield, 172,886.3060 10.3% NECA MI 48037-0385 Retail Class of Shares Loomis Sayles & Co L.P. One Financial Center 996.0160 98.52% Boston, MA 02111-2621 Admin Class of Shares Loomis Sayles & Co L.P. One Financial Center 996.0160 98.52% Boston, MA 02111-2621 LOOMIS SAYLES CALIFORNIA TAX-FREE INCOME FUND Amsouth Bank, TTEE P.O. Box 12365 201,787.2540 12.13% FBO Peter Davis Birmingham, AL 35202-2365 Koeppel Family Trust 1445 Caballero Road 183,536.1590 11.03% Arcadia, CA 91006-2118 Camille Basha & Connie Vitale One Financial Center 237,301.8480 14.27% JTTEN Boston, MA 02111-2621 Connie Vitale & Camille Basha One Financial Center 141,378.9120 8.50% JTTEN Boston, MA 02111-2621 James M. Cubbon TTEE 1416 Via Margarita 130,571.9130 7.85% Palos Verdes Estates, CA 90274-2144
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Percentage Number of of Shares Shareholder Address Shares Owned Held - ----------- ------- -------------- ---------- Joseph E. & Ellen Mueth TTEEs, 225 S. Lake Avenue, 94,302.3700 5.67% Mueth Family Trust STE. 800 Pasadena, CA 91101 Amsouth Bank, TTEE P.O. Box 12365 92,941.7370 5.59% FBO Peter Davis Family Birmingham, AL 35202 Henry A. McMicking & Dois B. 500 Sansome Street San 143,884.6620 8.65% McMicking JTWROS Francisco, CA 94111-3211 LOOMIS SAYLES CORE PLUS FIXED INCOME FUND Concordia College Corp. 901 South 8th Street 2,144,815.5300 58.10% Concordia College Endowment Moorhead, MN 56562 Fund Saturn & Co. FBO Kollmogran P.O. Box 9130 FPG. 90 606,223.7620 16.42% Retirement Trust Boston, MA 02117-9130 Union Bank of CA NA Union P.O. Box 85484 272,513.0340 7.38% Bank TR Nominee FBO CMT San Diego, CA 92186-5484 Omnibus - Reinvest Loomis Sayles & Co. One Financial Center 261,297.7640 7.08% Boston, MA 02111 Union Bank of California NA P.O. Box 85484 San Diego, 236,960.5720 6.42% Union Bank TR Nominee FBO CA 92186-5484 CMT Omnibus LOOMIS SAYLES FIXED INCOME FUND Marsh & McLennan Companies 1166 Avenue of the 9,876,165.0750 26.72% Inc. Marsh & McLennan Defined Americas Benefit Plan New York, NY 10036 State Street Bank & Trust Co. 200 Newport Avenue, 2,861,238.3360 7.74% Cust. For New Hampshire Ext. JQ7N Quincy, MA Charitable Foundation 02171-2102 Painters & Allied Trades 25 Colgate Road 2,753,443.8100 7.45% District Council #35 Pension Roslindale, MA Fund 02131-1123 The Northern Trust TTEE FBO P.O. Box 92956 Chicago, 3,106,814.7700 8.41% Reliant Energy - DV IL 60675-2956 USC Educational Foundation 900 Assembly St., Ste. 400 2,481,990.4340 6.72% Columbia, SC 29201-3938 Wake Forest University P.O. Box 7354 Reynolds 2,404,049.8720 6.51% Hall Room 203 1834 Wake Forest Road Winston- Salem, NC 27109-7354 LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND Blue Cross Blue Shield of 401 Park Drive 3,080,535.5150 53.81% Massachusetts, Inc. Boston, MA 02215 Landmark Center
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Percentage Number of of Shares Shareholder Address Shares Owned Held - ----------- ------- -------------- ---------- Mills College 5000 MacArthur Blvd. 940,735.6260 16.43% Oakland, CA 94613-1000 Energen Corporation 605 21st Street North 599,850.5380 10.48% Retirement Income Plan Birmingham, AL 35203- 2777 Worcester Polytechnic Institute Associate Treasurer, 100 840,077.3660 14.67% Institute Road Worcester, MA 01609 LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND Trustees of Clark University 950 Main Street 1,797,078.6076 56.11% Worcester, MA 01610-1477 Youngstown Area Jewish 505 Gypsy Lane 482,443.2160 15.06% Foundation Youngstown, OH 44504- 1314 Wells Fargo Bank MN NA FBO P.O. Box 1533 783,524.0670 24.46% Syntegra Inc. 12762405 Minneapolis, MN 55480-1533 LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND Braintree Contributory 71 Cleveland Avenue 1,275,230.6710 10.10% Retirement System Braintree, MA 02184-4930 Wichita State University 1845 Fairmount St. 1,111,845.2340 8.81% Foundation Wichita, KS 67260-0002 Jupiter & Co. c/o Investors Bank P.O. Box 9130 1,057,443.9360 8.37% & Trust FPG 90 Boston, MA 02117-9130 FMB Trust Company NA FBO P.O. Box 1596 860,621.0930 6.82% York College Baltimore, MD 21203-1596 Harrington Memorial Hospital 100 South Street 652,018.0930 5.16% Endowment Southbridge, MA 01550 Bost & Co A/C MAFF1683002 P.O. Box 3198 Pittsburgh, 1,331,916.7240 10.55% Mellon Bank NA Mutual Funds PA 15230-3198 Department Richard M. Greenspan FBO Parkway Plaza #2 1,152,266.6150 9.13% c/o Law offices of RM Greenspan Elmsford, NY 10523 Local 522 Pension Fund Strafe & Co. FAO Lear Siegler P.O. Box 160 Westerville, 668,709.2390 5.30% Ret Loomis Sayles Invt. OH 43086-0160 National Cable Satellite Corp. 400 North Capital St., NW 706,812.2870 5.60% Suite 650, Washington, DC 20001
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Percentage Number of of Shares Shareholder Address Shares Owned Held - ----------- ------- -------------- ---------- LOOMIS SAYLES MID CAP GROWTH FUND City of Cambridge Contributory 225 Bent Street Cambridge, 1,250,000 100% Retirement System MA 02141 LOOMIS SAYLES PROVIDENT FUND Brockton Health Corp. 680 Centre Street 957,950.9450 39.54% Endowment Brockton, MA 02302-3308 Jewish Federation of Rhode 130 Sessions Street 836,342.7500 34.52% Island Providence, RI 02906-3444 Brockton Hospital Pension Trust 680 Centre Street 590,801.6750 24.38% Brockton, MA 02302-3395 LOOMIS SAYLES SMALL COMPANY GROWTH FUND Plumbers & Pipefitters Local No. 1230 Kinnear Road 1,790,186.2070 21.47% 189 Master Trust Pension Fund Columbus, OH 43212 Massachusetts Water Resources 100 First Avenue 628,899.1880 7.54% Authority Retirement System Charlestown Navy Yard Charlestown, MA 02129- 2043 Saxon & Co. A/C #21-70-001- P.O. Box 7780-1888 562,648.6310 6.75% 3938901 Philadelphia, PA 19182-0001 Sheldon & Co. P.O. Box 94984 Cleveland, 733,002.7630 8.79% c/o National City OH 44101-4984 Michigan Legislative Retirement P.O. Box 30014 Lansing, 934,869.7370 11.21% System MI 48909-7514 Northern Arizona Healthcare 1200 N. Beaver Flagstaff, 447,269.3030 5.37% AZ 86001 Salomon Smith Barney 333 W. 34th Street New 443,880.7040 5.32% York, NY 10001-2402
In the event that sufficient votes in favor of the election of any of the nominees are not received by October 15, 2002, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares present in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the election of any of the nominees. They will vote against such adjournment those proxies required to be voted against the election of any of the nominees and will not vote any proxies that direct them to abstain from voting on the election of the nominees. 14 Although the Meeting is called to transact any other business that may properly come before it, the only business that management intends to present or knows that others will present is the business mentioned in the Notice of Special Meeting. However, if any additional matters properly come before the Meeting, and on all matters incidental to the conduct of the Meeting, it is the intention of the persons named in the enclosed proxy to vote the proxy in accordance with their judgment on such matters unless previously instructed to the contrary by means of written instructions from a shareholder received by the Secretary of the Trust. Shareholder Proposals at Future Meetings. Because the Trust does not hold regular meetings of shareholders, the anticipated date of the next shareholder meeting cannot be provided. Shareholders who wish to submit a proposal to be included in the Trust's proxy materials for the next meeting of shareholders, if any, must deliver notice of the proposal within a reasonable time before the Trust begins to print and mail its proxy materials. As of August 30, 2002, the Trust has not received any shareholder proposals and thus none is included in these proxy materials. Shareholders who wish to make a proposal at the next meeting of shareholders, if any, that will not be included in the Trusts' proxy materials must notify the Trust a reasonable time before it begins to print and mail its proxy materials for that meeting. If a shareholder who wishes to submit a proposal fails to timely notify the Trust, the proxies solicited for the meeting will have discretionary authority to vote on the shareholder's proposal if it is properly brought before the meeting. If a shareholder makes a timely notification, the proxies may still exercise discretionary voting authority to the extent permitted by the SEC's proxy rules. You may submit shareholder proposals to Sheila M. Barry, Loomis Sayles Investment Trust, One Financial Center, Boston, Mass 02111. Quorum and Methods of Tabulation. Forty percent (40%) of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum for the transaction of business with respect to the election of Trustees at the Meeting. Votes cast by proxy or in person at the meeting will be counted by persons appointed by the Trust as tellers (the "Tellers") for the Meeting. The Tellers will count the total number of votes cast "for" approval of the proposal for purposes of determining whether sufficient affirmative votes have been cast. The Tellers will count shares represented by proxies that reflect abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. With respect to the election of Trustees, neither abstentions nor broker non-votes have any effect on the outcome of the election. 15 [X] PLEASE MARK VOTES AS IN THIS SAMPLE - ---------------------------------------- LOOMIS SAYLES [___________________] FUND - ---------------------------------------- CONTROL NUMBER: RECORD DATE SHARES: Please be sure to sign and date this Proxy. Date: ----------------------- - ----- Shareholder sign here --------------- Co-owner sign here ------ 1. To elect Trustees. For All For All Nominees Withhold Except (01) Joseph Alaimo (02) Paul G. Chenault (03) Robert J. Blanding [_] [_] [_] (04) Edward A. Benjamin NOTE: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted for the remaining nominee(s). Mark box at right if an address change or comment has been noted on the reverse side of this card. [_] DETACH CARD - -------------------- VOTE BY TELEPHONE - -------------------- It's fast, convenient, and immediate! Call Toll-Free on a Touch-Tone Phone FOLLOW THESE FOUR EASY STEPS: 1. Read the accompanying Proxy Statement/Prospectus and Proxy Card. 2. Call the toll-free number [1-877-PRX-VOTE (1-877-779-8683)]. There is NO CHARGE for this call. 3. Enter your Control Number located on your Proxy Card. 4. Follow the recorded instructions. YOUR VOTE IS IMPORTANT! Call [1-877-PRX-VOTE] anytime! DETACH CARD - -------------------- VOTE BY INTERNET - -------------------- It's fast, convenient, and your vote is immediately confirmed and posted. FOLLOW THESE FOUR EASY STEPS: 1. Read the accompanying Proxy Statement/Prospectus and Proxy Card. 2. Go to the Website [http://www.eproxyvote.com/lsbdx] There is NO CHARGE for this call. 3. Enter your Control Number located on your Proxy Card. 4. Follow the instructions provided. YOUR VOTE IS IMPORTANT! Go to [http://www.eproxyvote.com/lsbdx] anytime! DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET SPECIAL MEETING OF SHAREHOLDERS LOOMIS SAYLES INVESTMENT TRUST 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 Investment Trust (the "Trust") which the undersigned would be entitled to vote if personally present at the Special Meeting of the Shareholders of the Trust (the "Meeting") to be held at its offices on October 15, 2002 and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Only shareholders of record at the close of business on August 19, 2002 (the "Record Date") are entitled to vote at the meeting or at any adjourned session thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF TRUSTEES AS SET FORTH IN PROPOSAL 1. - -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Please sign exactly as your name appears on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. - -------------------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - -------------------------------------- --------------------------------------- - -------------------------------------- --------------------------------------- - -------------------------------------- --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----