DEF 14A 1 ddef14a.txt LSIT NOTICE & PROXY STATEMENT 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: -------------- [LOGO] LOOMIS SAYLES Investment Trust 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 Investment Trust. 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 (888) 226-9699. Sincerely, /s/ Robert Blanding Robert J. Blanding Trustee and President Loomis Sayles Investment Trust [LOGO] LOOMIS SAYLES Investment Trust Summary of the Proposal Below is a brief overview of the proposal to be voted on by shareholders of Loomis Sayles Investment Trust. Your vote is important to us. Please read the entire enclosed proxy statement prior to voting. We appreciate your investment in Loomis Sayles Investment Trust and look forward to serving you in the future. -------------------------------------------------------------------------------- What is the proposal? To elect as Trustees of Loomis Sayles Investment Trust, 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 Investment Trust 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 Investment Trust 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 Investment Trust), 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 Investment Trust (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 Investment Trust 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 (888) 226-9699. 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 May 14, 2003 at 3:00 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 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 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 68,554,660.502 shares of the Trust consisting of the following number of shares of each of the following series (the "Funds") and each class thereof, if applicable:
Outstanding Shares as of the Fund Record Date ---- ---------------- Loomis Sayles Benchmark Core Bond Fund Institutional Class............................... 1,700,400.722 Retail Class...................................... 1,875.525 Admin Class....................................... 1,047.084 Loomis Sayles Core Plus Fixed Income Fund............ 618,412.505 Loomis Sayles Fixed Income Fund...................... 32,634,574.932 Loomis Sayles Institutional High Income Fund......... 11,953,190.069 Loomis Sayles Intermediate Duration Fixed Income Fund 4,050,107.972 Loomis Sayles Investment Grade Fixed Income Fund..... 11,015,964.479 Loomis Sayles Mid Cap Growth Fund.................... 1,250,023.936 Loomis Sayles Provident Fund......................... 1,528,840.398 Loomis Sayles Small Company Growth Fund.............. 3,800,222.880
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 (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 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 $10,000, 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 Funds, a separate group of mutual funds also advised by Loomis Sayles ("LSF" 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. 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 -------- /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 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 President, 22++ 0 555 California Street, President 1 Year Chairman, Director San Francisco, CA (Formerly, (Served as and Chief (55 Years Old) Executive Executive Executive Officer, Vice President Vice Loomis Sayles and Vice President President) for 5 Years and Vice President for 3 Years) John T. Hailer**** N/A N/A President and Chief 48+ Trustee, AEW 399 Boylston Street Executive Officer, Real Estate Boston, MA 02116 CDC IXIS Asset Income Fund (42 Years Old) Management Distributors, L.P.; formerly, Senior Vice President, Fidelity Investments
-------- + 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 Peter S. Voss***** N/A N/A Director, President 48+ Trustee, 399 Boylston Street and Chief Harris Associates Boston, MA 02116 Executive Officer, Investment (56 Years Old) CDC IXIS Asset Trust; Trustee, Management North AEW Real America, L.P. Estate Income Fund 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 Member, Science and USEC Inc.; International Trustee, AEW Affairs, John F. Real Estate Kennedy School of Income Fund Government, Harvard University Edward A. Benjamin Trustee Less than 1 Director, Precision 24*++ 0* 71 Sierra Rosa Loop 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 Health New York, NY 10018 Company, Realty Income (58 Years Old) Incorporated Trust; Director, (investment PASC; Trustee, banking) AEW Real Estate Income Fund
-------- * In addition to serving as a trustee of the Trust and LSF, 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, Mailco 5852 Pebble Beach Trustee of Variable Office Products, Way Investors Series Inc. San Luis Obispo, 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 48+ Director and 399 Boylston Street Carlyle Group Vice Chairman, Boston, MA 02116 (investments); AES (59 Years Old) Formerly, Corporation; Professor, John F. Trustee, AEW Kennedy School of Real Estate Government, Income Fund Harvard University 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, Rohm Group, Inc. and Haas (management Company; consulting) 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. 6 John A. Shane N/A N/A President, 48+ Director, 200 Unicorn Park Drive Palmer Service Eastern Bank Woburn, MA 01801 Corporation Corporation; (70 Years Old) (venture capital Director, organization) Gensym Corporation; Director, Overland Storage, Inc.; Director, Abt Associates Inc.; Trustee, AEW Real Estate Income Fund Pendleton P. White****** N/A N/A Retired 48+ Trustee, AEW 6 Breckenridge Lane Real Estate Savannah, GA 31411 Income Fund (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 Benchmark Core Bond Fund none none none Loomis Sayles Core Plus Fixed Income Fund none none none Loomis Sayles Fixed Income Fund none none none Loomis Sayles Institutional High Income Fund over $100,000 none none Loomis Sayles Intermediate Duration Fixed Income Fund none none none Loomis Sayles Investment Grade Fixed Income Fund none none none Loomis Sayles Mid Cap Growth Fund none none none Loomis Sayles Provident Fund none none none Loomis Sayles Small Company Growth 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 of Fund Shares Alaimo Allison, Jr. Benjamin Cain Chenault Cowan Darman Moose Shane P. White -------------- -------- ------------ --------- --------- --------- ---------- ------- --------- ------- --------- Loomis Sayles Benchmark Core Bond Fund none none none none none none none none none none Loomis Sayles Core Plus Fixed Income Fund none none none none none none none none none none Loomis Sayles Fixed Income Fund none none none none none none none none none none Loomis Sayles Institutional High Income Fund none none none none none none none none none none Loomis Sayles Intermediate Duration Fixed Income over Fund $100,000 none none none none none none none none none Loomis Sayles Investment Grade Fixed Income Fund none none none none none none none none none none Loomis Sayles Mid Cap Growth Fund none none none none none none none none none none Loomis Sayles Provident Fund none none none none none none none none none none Loomis Sayles Small Company Growth 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
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 9 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) Total Pension or Compensation Retirement Estimated From Fund Aggregate Benefits Accrued Annual Complex Name of Person*, Compensation as Part of Fund Benefits Upon Paid to Position from Trust Expenses Retirement Trustee ---------------- ------------ ---------------- ------------- ------------ Edward A. Benjamin, Trustee $ 0 N/A N/A $12,161** Charles J. Finlayson, Trustee $10,000 N/A N/A $10,000 Timothy J. Hunt, Trustee $10,000 N/A N/A $10,000
-------- * On October 15, 2002, new members of the Board of Trustees were elected to succeed Messrs. Finlayson and Hunt. The newly elected Trustees, Robert J. Blanding (Interested Trustee) and Joseph Alaimo, Edward A. Benjamin and Paul G. Chenault (each an 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). 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 10 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 Percent as of December 31, of Class Nominees 2002 Held -------- ------------------ -------- LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND Robert J. Blanding............................ 109,847 * All Nominees and executive officers as a group 1,238,628 10.4% LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND Joseph Alaimo................................. 11,414 * All Nominees and executive officers as a group 21,164 *
-------- * Less than 1%. 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. 11 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 ------------------------- --------------- ---------------- ------------------------------- Sheila M. Barry Secretary 6 Years Assistant General Counsel and (57 Years Old) Vice President, Loomis Sayles. Robert J. Blanding Trustee and Less than 1 Year President, Chairman, Director 555 California Street, President (Served as and Chief Executive Officer, San Francisco, California (Formerly, Executive Vice Loomis Sayles. (55 Years Old) Executive Vice President for 5 President and Years and as Vice President) Vice President for 3 Years) Kevin Charleston Treasurer Less than 1 Year Vice President, Director and (37 Years Old) (Formerly, Vice (Served as Vice Chief Financial Officer, Loomis President) President for 1 Sayles. Formerly, Senior Vice Year) President and Treasurer, Nvest Companies, L.P. Christopher R. Ely Vice President 4 Years Vice President and Director, (47 Years Old) Loomis Sayles. Philip C. Fine Vice President 4 Years Vice President, Loomis Sayles. (53 Years Old) Daniel J. Fuss Executive Vice Less than 1 Year Vice Chairman, Director, (69 Years Old) President. (Served as Loomis Sayles (Formerly, President President) for 8 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, MI Bank One Investment Advisers (41 Years Old) Corporation. Dean A. Gulis Vice President 3 Years Vice President, Loomis Sayles. 39533 Woodward Ave. Bloomfield Hills, MI (47 Years Old) Robert G. Ix Vice President Less than 1 Year Vice President, Loomis Sayles. (38 Years Old) Formerly, Portfolio Manager at The Bank of New York.
* 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. 12
Position(s) Term of Office Held with and Length of Principal Occupation(s) Name, Address and Age** Trust Time Served* During Past 5 Years ----------------------- -------------- ---------------- ------------------------------ Steven Kaseta Vice President 1 Year Vice President, Loomis Sayles. (48 Years Old) Peter Palfrey Vice President Less than 1 year Vice President, Loomis Sayles. (41 Years Old) Formerly, Vice President and Portfolio Manager, Back Bay Advisors, L.P. Nicholas H. Palmerino Assistant 7 Years Senior Vice President, CDC (38 Years Old) Treasurer IXIS Asset Management Services, Inc. Formerly, Vice President, Loomis Sayles. Lauren Pitalis Vice President 1 Year Vice President, Loomis Sayles. (42 Years Old) Craig Smith Vice President 2 Years Vice President, Loomis Sayles. 227 W. Monroe Street, Chicago, IL (38 Years Old) David L. Smith Vice President 4 Years Vice President, Loomis Sayles. (43 Years Old) Frederick E. Sweeney, Jr. Vice President 4 Years Vice President, Loomis Sayles. (41 Years Old) Daniel G. Thelen Vice President 3 Years Vice President, Loomis Sayles. 39533 Woodward Ave. Bloomfield Hills, MI (45 Years Old) Kurt Wagner Vice President 1 Year Vice President, Loomis Sayles. 227 W. Monroe Street Chicago, IL (43 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 13 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 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:
Percent Number of of Class Shareholder Address Shares Owned Held ----------- ------- ------------ -------- LOOMIS SAYLES BENCHMARK CORE BOND FUND Institutional Class Shares Asbestos Workers Local #84 Pension Plan 36 East Warner Road 449,044.506 26.41% Akron, OH 44319 Comerica Bank P.O. Box 7500 MC 3446 773,421.474 45.48% City of Livonia Retiree Health/Disability Detroit, MI 48275 AAUW-- Educational Foundation Finance Department 196,725.877 11.57% 1111 Sixteenth Street, NW Washington, D.C. 20036 Southeastern Michigan Chapter, NECA P.O. Box 385 152,753.517 8.98% Southfield, MI 48037 Retail Class Shares Loomis, Sayles & Co, L.P. One Financial Center 1,033.663 55.11% Boston, MA 02111-2621 Kathleen M. Heck & Otto A. Heck 11 Milltown Rd 346.935 18.50% JTWROS Sockton, NJ 08559 Michael Davis Barnett & Joan Dymmd 15 Ruggles Rd 479.845 25.58% Barnett JTWROS Orleans, MA 02653 Admin Class Shares Loomis, Sayles & Co, L.P. One Financial Center 1,032.009 98.56% Boston, MA 02111-2621 LOOMIS SAYLES CORE PLUS FIXED INCOME FUND Union Bank of CA NA P.O. Box 85484 236,619.335 38.26% Union Bank TR Nominee FBO San Diego, CA 92186-5484 CMT Omnibus--Reinvest Union Bank of California NA P.O. Box 85484 242,406.475 39.20% Union Bank TR Nominee FBO San Diego, CA 92186-5484 CMT Omnibus The Northern Trust Company trustee of the P.O. Box 92994 113,201.617 18.31% Baker Hughes Company, Inc. Chicago, IL 60675
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Percent Number of of Class Shareholder Address Shares Owned Held ----------- ------- --------------- -------- LOOMIS SAYLES FIXED INCOME FUND Marsh & McLennan Companies Inc. 1166 Avenue of the 10,739,560.362 32.91% Marsh & McLennan Defined Benefit Plan Americas New York, NY 10036 Amvescap National Trust Agent for Fleet P.O. Box 105779 992,412.622 8.30% National Bank FBO Loomis Sayles Atlanta, GA 30348 Charles Schwab & Co. Inc. 101 Montgomery St. 1,626,228.559 13.60% San Francisco, CA 94104 The Northern Trust TTEE FBO P.O. Box 92956 3,378,419.103 10.35% Reliant Energy--DV Chicago, IL 60675 USC Educational Foundation 900 Assembly St., Ste. 400 2,044,362.118 6.26% Columbia, SC 29201 Wake Forest University P.O. Box 7354 2,513,749.070 7.70% Reynolds Hall Room 203 1834 Wake Forest Road Winston-Salem, NC 27109 Stonehill College 320 Washington St. 1,977,769.191 6.06% Easton, MA 02357 Massachusetts Water Resources 100 First Ave. 1,964,420.217 6.02% Authority Charlestown Navy Yard Boston, MA 02129 Somerville Retirement System 50 Evergreen Ave. 1,932,511.064 5.92% City Hall Annex Somerville, MA 02145 LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND Blue Cross Blue Shield of 401 Park Drive 3,471,249.513 29.04% Massachusetts, Inc. Boston, MA 02215 Landmark Center Mills College 5000 MacArthur Blvd. 1,060,052.081 8.87% Oakland, CA 94613 Energen Corporation 605 21st Street 675,931.467 5.65% Retirement Income Plan North Birmingham, AL 35203-2777 Worcester Polytechnic Institute 100 Institute Road 840,077.366 7.03% Worcester, MA 01609 Daniel J. Fuss 44 Longfellow Rd. 916,827.651 7.67% Wellesley, MA 02481 City of Dearborn Heights 6045 Fenton Ave. 713,207.751 5.97% Policemen and Firemen Ret. Dearborn Heights, MI 48127
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Percent Number of of Class Shareholder Address Shares Owned Held ----------- ------- ------------------- -------- LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND Trustees of Clark University 950 Main Street 1,861,516.054 45.96% Worcester, MA 01610 Youngstown Area Jewish 505 Gypsy Lane 501,771.484 12.39% Foundation Youngstown, OH 44504 Wells Fargo Bank MN NA FBO P.O. Box 1533 793,596.211 19.59% Syntegra Inc. 12762405 Minneapolis, MN 55480 Charles Schwab & Co. Inc. 101 Montgomery St. 548,051.451 13.53% San Francisco, CA 94194 LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND Braintree Contributory 71 Cleveland Avenue 1,681,048.842 15.26% Retirement System Braintree, MA 02184 Jupiter & Co. c/o Investors Bank & P.O. Box 9130 FPG 90 892,852.011 8.11% Trust Boston, MA 02117 FMB Trust Company NA FBO P.O. Box 1596 734,624.160 6.67% York College Baltimore, MD 21203 Harrington Memorial Hospital 100 South Street 684,446.377 6.21% Endowment Southbridge, MA 01550 Bost & Co A/C MAFF1683002 P.O. Box 3198 1,337,053.141 12.14% Mellon Bank NA Pittsburgh, PA 15230 Mutual Funds Department Teamsters Local 522 2185 Lemoine Ave. 1,209,574.886 10.98% Fort Lee, NY 07024 BNY Midwest Trust 209 West Jackson Blvd. 603,485.909 5.48% Trustee for AGCO Corp. Chicago, IL 60606 National Cable Satellite Corp. 400 North Capital St., NW 700,238.280 6.36% Suite 650 Washington, DC 20001 LOOMIS SAYLES MID CAP GROWTH FUND City of Cambridge Contributory 225 Bent Street 1,250,000.000 100% Retirement System Cambridge, MA 02141 LOOMIS SAYLES PROVIDENT FUND Brockton Health Corp. Endowment 680 Centre Street 745,039.788 48.73% Brockton, MA 02302 Loomis, Sayles & Co., L.P. One Financial Center 151,065.811 9.88% Boston, MA 02111 Brockton Hospital Pension Trust 680 Centre Street 593,512.063 38.82% Brockton, MA 02302
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Percent Number of of Class Shareholder Address Shares Owned Held ----------- ------- ----------------- -------- LOOMIS SAYLES SMALL COMPANY GROWTH FUND Massachusetts Water Resources 100 First Avenue 628,899.188 16.55% Authority Retirement System Charlestown Navy Yard Charlestown, MA 02129-2043 Saxon & Co. P.O. Box 7780-1888 562,648.631 14.81% A/C #21-70-001-3938901 Philadelphia, PA 19182-0001 Northern Arizona Healthcare 1200 N. Beaver 447,269.303 11.77% Flagstaff, AZ 86001 Westfield Contributory Retirement 59 Court St. 355,788.698 9.36% System PO Box 106 Westfield, MA 01086 Detroit Institute of Arts Founders 5200 Woodward Ave. 348,858.306 9.18% Society Detroit, MI 48202 Strafe & Co PO Box 160 332,883.411 8.76% Westerville, OH 43086 Wisconsin Province of the Society of 3400 West Wisconsin Ave. 264,514.644 6.96% Jesus Milwaukee, WI 53208 The University of Memphis 108 Billy Mac Jones 395,144.127 10.40% Foundation Building Memphis, TN 38152
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. 17 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 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 Investment Trust, 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. 18 [X]PLEASE MARK VOTES AS IN THIS EXAMPLE
1. To elect Trustees ---------------------------------- LOOMIS SAYLES INVESTMENT TRUST ---------------------------------- (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 O. 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 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") 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? ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________