LOOMIS SAYLES FUNDS

SCHEDULE 14A INFORMATION

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Check the appropriate box:
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LOOMIS SAYLES FUNDS
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(Name of Registrant as Specified In Its Charter)

LOOMIS SAYLES FUNDS
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--------------

[LOGO] LOOMIS SAYLES FUNDS

August 30, 2002March 24, 2003

[PHOTO] Dear Shareholders:

[PHOTO]Robert Blanding
A special meeting of shareholders will be held on October 15, 2002.May 14, 2003.
The purpose of the meeting is to elect the Trustees offor Loomis
Daniel Fuss Sayles
Funds.

Enclosed you will find a summary of the proposal and information
about the Trustee nominees and how to cast your vote. Please read the entire
proxy statement prior to voting.voting since the summary is meant to be a brief
overview for your reference.

This is an exciting opportunity to voice your opinion on matters that affect your
fund, and ultimately, your investment. We value your vote, no matter how
large or small your holdings may be.

I am also pleased to announce that Bob Blanding, Chief Executive Officer of
Loomis Sayles, has been appointed President of Loomis Sayles Funds. Bob's
firm-wide leadership and in-depth experience with each of the firm's investment
platforms will greatly benefit the Funds. I will step aside to continue to do
what I do best-- investment management.

If you have any questions or would like additional information before you
vote, please call us at (800) 633-3330.

Sincerely,

/s/ Daniel Fuss
DanielRobert Blanding
Robert J. FussBlanding
Trustee and President
Loomis Sayles Funds

[LOGO] LOOMIS SAYLES FUNDS

Summary of the Proposal

Below is a brief overview of the proposal to be voted on by shareholders of
Loomis Sayles Funds. Your vote is important to us. Please read the entire
enclosed proxy statement prior to voting. We appreciate your investment in
Loomis Sayles Funds and look forward to serving you in the future.

- --------------------------------------------------------------------------------

What is the proposal?

To elect as Trustees of Loomis Sayles Funds, in addition to its current
Trustees, the nine current Trustees of the CDC Nvest Funds Complex. The CDC
Nvest Funds Complex is a distinct family of mutual funds, the majority of which
are advised by CDC IXIS Asset Management Advisers, L.P. (an affiliate of
Loomis, Sayles & Company, L.P.). The election of these nominees would
facilitate the consolidation of the Board of Trustees of Loomis Sayles Funds
with those of the CDC Nvest Funds Complex.

How is a consolidated Board of Trustees beneficial to shareholders?

A consolidated Board of Trustees offers even greater depth and experience in
the oversight of mutual fund operations and will continue to safeguard the best
interests of shareholders.

Why are shareholders being asked to elect new Trustees?

Securities and Exchange Commission rules provide that a board of trustees
cannot elect new trustees unless, immediately after such election, at least
two-thirds of the trustees have been elected by shareholders. Shareholders at a
prior shareholder meeting elected all four current Loomis Sayles Funds'
Trustees -- Messrs. Alaimo, Benjamin, Blanding and Chenault. Since the proposal
calls for the election of the nine current Trustees of the CDC Nvest Funds
Complex, it necessitates holding an election at this time.

Is the cost of the vote and special meeting an expense of my fund?

No. Any costs associated with the proxy solicitation and meeting will be
borne by Loomis, Sayles & Company, L.P. (the investment advisor of Loomis
Sayles Funds), not the mutual funds.

Who is eligible to vote for the Trustees?

Shareholders of record at the close of business on February 26, 2003 (the
"Record Date") are eligible to vote.

How many of the nominees will be Independent Trustees if elected?

Ten of the thirteen nominees -- all but Messrs. Blanding, Hailer and Voss --
will not be "interested persons" of Loomis Sayles Funds (will be "Independent
Trustees") as defined in the Investment Company Act of 1940 if elected by
shareholders. Independent Trustees are integral to the oversight of fund
operations and representing the interests of shareholders.

When will the new Trustees take office?

If elected, the new Trustees will take office immediately following the
shareholder meeting, currently scheduled to be held on May 14, 2003.

For details on how to cast your vote, please refer to the enclosed proxy
statement and proxy card(s).

Please note that if you own more than one fund you will find enclosed a proxy
card for each fund. Please be sure to votemark, sign and date all proxy cards and
return them in the enclosed envelope.

As a Loomis Sayles Funds shareholder, you now have the option of receiving your
Fund's financial reports and prospectusesprospectus(es) via email.e-mail. To apply for this
benefit at this time, you must vote your proxy via the Internet. See the
enclosed proxy card(s) for more details on how to vote your proxy via the
Internet.

If you have questions, please call (800) 633-3330 to speak with a Loomis Sayles
representative.633-3330.

LOOMIS SAYLES FUNDS

Notice of Special Meeting of Shareholders

To the Shareholders of the Loomis Sayles Funds:

A Special Meeting of the shareholders of Loomis Sayles Funds, a
Massachusetts business trust (the "Trust"), will be held on October 15, 2002May 14, 2003 at
2:00 p.m. Boston timeEastern 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 August 19, 2002February 26, 2003 are
entitled to notice of and to vote at the meeting.

By Order of the Trustees

Sheila M. Barry
Secretary

August 30, 2002March 24, 2003

We urge you to mark, sign, date and mail the enclosed Proxyproxy card(s) in the
enclosed envelopeenvelope(s) or to vote by telephone or the Internet so you will be
represented at the meeting.

SPECIAL MEETING OF SHAREHOLDERS

LOOMIS SAYLES FUNDS
One Financial Center
Boston, Massachusetts 02111

PROXY STATEMENT

The enclosed proxy is solicited by the Trustees of Loomis Sayles Funds (the
"Trust") for use at a special meeting of shareholders of the Trust (the
"Meeting") to be held at its offices on October 15, 2002May 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 August 19, 2002February 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 205,812,601.033218,971,818.952 shares of the Trust consisting of the following
number of shares of each of the classes of the following series ("Funds"(the "Funds"):

Outstanding
Shares as of the
Fund Record Date
---- ----------------

Loomis Sayles Aggressive Growth Fund
Institutional Class....................... 1,209,743.431Class.................. 1,295,403.573
Retail Class.............................. 2,547,274.994Class......................... 2,144,488.466
Admin Class............................... 242,797.289Class.......................... 221,424.778
Loomis Sayles Bond Fund
Institutional Class....................... 110,390,388.830Class.................. 128,390,853.133
Retail Class.............................. 5,648,703.253Class......................... 7,179,610.328
Admin Class............................... 604,886.677
Loomis Sayles Emerging Markets Fund
Institutional Class....................... 240,581.627
Retail Class.............................. 4,991.867Class.......................... 736,213.056
Loomis Sayles Global Bond Fund
Institutional Class....................... 3,563,967.150Class.................. 5,169,816.415
Retail Class.............................. 982,532.806Class......................... 1,576,369.832
Loomis Sayles Growth Fund
Institutional Class....................... 5,097,374.980Class.................. 5,930,878.242
Retail Class.............................. 124,585.102Class......................... 143,368.767
Admin Class............................... 4,852.175Class.......................... 4,759.429
Loomis Sayles High IncomeInternational Equity Fund
Institutional Class....................... 6,294,166.694Class.................. 5,131,045.766
Retail Class......................... 162,830.490
Admin Class.......................... 121,418.704
Loomis Sayles Intermediate MaturityInvestment Grade Bond Fund
Institutional Class....................... 1,173,064.723Class.................. 769,112.813
Retail Class......................... 7,030.034
Admin Class.......................... 1,058.290
Class J.............................. 20,499,400.000
Loomis Sayles Managed Bond Fund......... 1,058,940.000

Outstanding
Shares as of the
Fund Record Date
---- ----------------

Loomis Sayles International Equity Fund
Institutional Class....................... 5,936,589.137
Retail Class.............................. 215,877.136
Admin Class............................... 124,767.937
Loomis Sayles Investment Grade Bond Fund
Institutional Class....................... 739,282.658
Retail Class.............................. 1,030.132
Admin Class............................... 1,029.031
Class J................................... 19,578,100.000
Loomis Sayles Managed Bond Fund.............. 989,540.000
Loomis Sayles Research Fund
Institutional Class....................... 2,750,213.1142,942,476.237
Retail Class.............................. 1,015.8125,985.433
Loomis Sayles Small Cap Growth Fund
Institutional Class....................... 7,029,688.8725,043,903.903
Retail Class.............................. 5,036,211.1154,901,790.629
Admin Class............................... 168,074.194154,715.594
Loomis Sayles Small Cap Value Fund
Institutional Class....................... 13,584,666.36813,413,483.216
Retail Class.............................. 4,944,042.3135,564,797.646
Admin Class............................... 1,379,432.392
Loomis Sayles Value Fund
Institutional Class....................... 2,951,916.4981,294,813.795
Loomis Sayles U.S. Government Securities Fund
Institutional Class....................... 1,157,753.5901,037,961.914
Loomis Sayles Value Fund
Institutional Class....................... 2,935,571.296
Loomis Sayles Worldwide Fund
Institutional Class....................... 1,093,459.1361,132,297.173

Each whole share shall beis entitled to one vote as to any matter on which it is
entitled to vote and each fractional share shall beis 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 proxy cardof Shareholders, the Proxy Card(s) and this Proxy
Statement are being mailed to shareholders of record as of the Record Date on
or about August 30,
2002.March 24, 2003. A copy of the Annual Report of the Trust for its
most recent fiscal year ended September 30, 2001,2002, including financial statements, can be
obtained without charge by writing to Loomis, Sayles & Company, L.P. at One
Financial Center, Boston, Massachusetts 02111 or by calling (800) 633-3330.

Shares represented by duly executed proxies will be voted for the election
of the nominees named herein as Trustees, unless such authority has been
withheld. If no instructions are made, the proxy will be voted for the election
as Trustees of the nominees named below.

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 Management
Information Services ("MIS")Equiserve, Inc. have been retained to assist in the solicitation
of proxies at a cost which is not expected to exceed $75,000,$100,000, plus any
reimbursement for D.F. King & Co. and MIS'their out-of-pocket expenses. The cost of the solicitation
will be borne by the Trust.

3Loomis Sayles.

I. ELECTION OF TRUSTEES

The Trustees have fixed at fourthirteen the number of Trustees for election at
the Meeting. All nominees, exceptJoseph Alaimo, Edward A. Benjamin, Robert J. Blanding and Edward A. Benjamin,Paul G.
Chenault are the only nominees that are presently Trustees of the Trust and have been Trustees for the length of time
indicated in the applicable charts below.Trust. Each
of the nominees is also a nominee for election as a trustee of Loomis Sayles
Investment Trust, a separate group of mutual funds also advised by Loomis
Sayles.Sayles ("LSIT" and together with the Trust, the "Loomis Sayles Fund Complex").
Furthermore, Messrs. Benjamin, Blanding and Chenault are expected to be
appointed as trustees of the CDC Nvest Funds Complex,/1/ a separate family of
funds that, except for the CDC Nvest AEW Real Estate Income Fund (which is
advised by AEW Management and Advisors, L.P.) and the CDC Nvest Targeted Equity
Fund (which is advised by Capital Growth Management Limited Partnership), are
advised by CDC IXIS Asset Management Advisors, L.P. (an affiliate of Loomis
Sayles) in late May 2003. Each remaining nominee, except for Mr. Alaimo,
currently serves as trustee of the CDC Nvest Funds Complex. The nomination of
the nominees wasas Trustees of the Trust is intended in part to effect a
consolidation of the boards of trustees of these two groups of mutual funds which make upthe CDC Nvest Funds Complex and the
Loomis Sayles FundsFund 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 four.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 shareholder'sshareholders' 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 ofholding not less than 10% of the Trust's outstanding shares.
On- --------
/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.

In connection with the October 30, 2000 Nvest Companies L.P., the indirectacquisition of Loomis Sayles' parent
companies by its current parent company, at least 75% of the Board of Trustees
of the Trust must be comprised of Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust or Loomis Sayles merged with CDC Asset Management. In order("Independent Trustees")
for a period of three years following the mergeracquisition (i.e. until October 30,
2003) for such acquisition to fall within the "safe harbor" afforded by Section
15(f) of the 1940 Act among
other requirements, at least 75%(relating to the receipt of compensation in connection
with the Boardsale of Trustees of the Trust must be
Independent Trustees for a period of three years following the merger (i.e.
until October 30, 2003)mutual fund advisory business). Since each of Mr. Murray,Alaimo,
Mr. Benjamin and Mr. Chenault and Mr. Alaimo
(each of which is a current Trustee) is an Independent Trustee, the Board of
Trustees currently satisfies this requirement. Likewise, if the fourthirteen
nominees for election as Trustees (Messrs. Alaimo, Allison, Benjamin, Blanding,
Alaimo,Cain, Chenault, Cowan, Darman, Hailer, Shane, Voss and Benjamin)White and Ms. Moose (the
"Nominees")) are elected as Trustees, Messrs. Alaimo, Allison, Benjamin, Cain,
Chenault, Cowan, Darman, Shane and BenjaminWhite 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 for election as TrusteesNominees together with certain
information about them.

Nomineethem:

Nominees for Interested Trustee*

Number of
Portfolios in
Fund
Complex
Overseen
Term of Overseen
Office and Principal or to be
Office and Principal Overseen Other
Position(s) Length of Occupation(s) by TrusteeOverseen Directorships
Name, Address Held with Time During Past orby Nominee Held by
and Age FundsTrust Served** 5 Years for Trustee Trustee
- ------------- ----------- -------------- ------------------- ----------------------- -------------------- ------------- -------------

Robert J. Blanding PresidentBlanding*** Trustee and Less than 1 President, 2622++ 0
555 California Street, (Formerly, Month (ServedPresident Year Chairman, Director
San Francisco, ExecutiveCA (Formerly, (Served as Executive Director and
California Vice Vice President Chief Executive
(55 Years Old) Executive Executive Officer, Loomis
Vice President Vice Sayles
and Vice President
President) for 6 Years
Officer, Loomis
and Vice and Vice Sayles
President)
President
for 5 Years)

John T. Hailer**** N/A N/A President and Chief 48+ Trustee,
399 Boylston Street Executive Officer, AEW Real
Boston, MA 02116 CDC IXIS Asset Estate Income
(42 Years Old) Management Fund
Distributors, L.P.;
formerly, Senior
Vice President,
Fidelity Investments

Peter S. Voss***** N/A N/A Director, President 48+ Trustee,
399 Boylston Street and Chief Executive Harris
Boston, MA 02116 Officer, CDC IXIS Associates
(56 Years Old) Asset Management Investment
North America, L.P. Trust;
Trustee, AEW
Real Estate
Income Fund

- --------
+ Assumes election to the boards of trustees of the Loomis Sayles Fund Complex.
++ 48, if also elected to the boards of trustees of the CDC Nvest Funds Complex.

Nominees for Disinterested Trustee
Joseph AlaimoAlaimo****** Trustee 3 Years Chairman, 26 Wintrust22 Formerly,
N. Bank Lane, Wayne Hummer FinancialDirector,
Lake Forest, Illinois Investment Trust Company CorporationWintrust
(72 Years Old) Financial
Corporation

Graham T. Allison, Jr. N/A N/A Douglas Dillon 48+ Director,
399 Boylston Street Professor and Taubman
Boston, MA 02116 Director of the Centers, Inc.;
(62 Years Old) Belfer Center for Board
Science and Member,
International USEC Inc.;
Affairs, John F. Trustee, AEW
Kennedy School of Real Estate
Government, Income Fund
Harvard University

Edward A. Benjamin N/A N/ATrustee Less than Director, Precision 26 Director,24*++ 0*
71 Sierra Rosa Loop 1 Year Corporation (optics Precision
Santa Fe, NM 87506 manufacturer);
Corporation
(64 Years Old) Director, Coal,
(optics
Energy manufacturer); Investments
& Director, Coal,
Management, Energy
LLC; formerly, Investments &
Partner, Ropes &
Management,
Gray (law firm)
LLC;until 1999

Daniel M. Cain N/A N/A President and CEO, 48+ Trustee,
until 1999452 Fifth Avenue Cain Brothers & Universal
New York, NY 10018 Company, Health Realty
(58 Years Old) Incorporated Income Trust;
(investment Director,
banking) PASC;
Trustee, AEW
Real Estate
Income Fund

- --------
* In addition to serving as a trustee of the Trust and LSIT, Mr. Benjamin
serves as a trustee of the New England Zenith Fund, two series of which are
advised by Loomis Sayles and its affiliates.
+ Assumes election to the boards of trustees of the Loomis Sayles Fund Complex.
++ 48, if also elected to the boards of trustees of the CDC Nvest Funds Complex.

Paul G. Chenault Trustee 23 Years Retired; formerly, 22++ Director,
5852 Pebble Beach Way Trustee of 26 0
5852 Pebble Variable Investors
Beach Way Series Trust. FromMailco Office
San Luis Obispo, August, 1997 toInvestors Series Products, Inc.
CA 93401 September 1997,Trust. From August
(68 Years Old) 1997 to September
1997, Vice
President of Loomis
Sayles and prior to
October 1995,
Senior Vice
President and Chief
Investment Officer,
XL Capital Ltd.,
Hamilton, Bermuda

Kenneth J. Cowan N/A N/A Retired 48+ Trustee, AEW
399 Boylston Street Real Estate
Boston, MA 02116 Income Fund
(70 Years Old)

Richard Darman N/A N/A Partner, The Carlyle 48+ Director and
399 Boylston Street Group Vice
Boston, MA 02116 (investments); Chairman,
(59 Years Old) Formerly, AES
Professor, John F. Corporation;
Kennedy School of Loomis Sayles and
prior to October,
1995,Trustee, AEW
Government, Real Estate
Harvard University Income Fund

Sandra O. Moose N/A N/A Senior Vice 48+ Director,
One Exchange Place President and Chief Investment
Officer, XL
Capital Ltd.,
Hamilton, BermudaVerizon
Boston, MA 02109 Director, The Communications;
(61 Years Old) Boston Consulting Director,
Group, Inc. Rohm and
(management Haas
consulting) Company;
Trustee, AEW
Real Estate
Income Fund

- --------
+ Assumes election to the board of trustees of the Loomis Sayles Fund Complex.
++ 48, if also elected to the boards of trustees of the CDC Nvest Funds Complex.

John A. Shane N/A N/A President, Palmer 48+ Director,
200 Unicorn Park Drive Service Corporation Eastern Bank
Woburn, MA 01801 (venture capital Corporation;
(70 Years Old) organization) Director,
Gensym
Corporation;
Director,
Overland
Storage, Inc.;
Director, Abt
Associates
Inc.; Trustee,
AEW Real
Estate Income
Fund

Pendleton P. N/A N/A Retired 48+ Trustee, AEW
White****** Real Estate
6 Breckenridge Lane Income Fund
Savannah, GA 31411
(72 Years Old)

- --------
+ Assumes election to the boards of trustees of the Loomis Sayles Fund
Complex.
* Interested person"Interested persons" (as defined in the Investment Company Act of 1940)1940 Act) 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.
*** 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.

The following table sets forth the dollar range of shares owned by each
Trustee as of JulyDecember 31, 2002 of (i) each individual Fund and (ii) all of the
funds in the Loomis Sayles FundsFund Complex:

NomineeNominees for Interested Trustee:

Robert J.
Dollar Range of Fund Shares Robert J. Blanding John T. Hailer Peter S. Voss
- --------------------------- --------------------------------- --------------- ---------------

Loomis Sayles Aggressive Growth Fund $10,001-$50,000 none none
Loomis Sayles Bond Fund $10,001-$50,000 Loomis Sayles Emerging Markets Fund $10,001-$50,000none over $100,000
Loomis Sayles Global Bond Fund 0none none over $100,000
Loomis Sayles Growth Fund over $100,000 Loomis Sayles High Income Fund over $100,000
Loomis Sayles Intermediate Maturity Bond Fund 0none none
Loomis Sayles International Equity Fund $10,001-$50,000 $10,001-$50,000 none
Loomis Sayles Investment Grade Bond
Fund $1-$10,000 none none
Loomis Sayles Managed Bond Fund 0none none none
Loomis Sayles Research Fund over $100,000 none none
Loomis Sayles Small Cap Growth Fund over $100,000 $10,001-$50,000 $10,001-$50,000
Loomis Sayles Small Cap Value Fund over $100,000 over $100,000 none
Loomis Sayles U.S. Government Securities
Fund 0none none none
Loomis Sayles Value Fund $10,001-$50,000 none none
Loomis Sayles Worldwide Fund 0none none none

Aggregate Dollar Range of Fund Shares
in Funds Overseen or to be Overseen by
Trustee orthe Nominee in the Loomis Sayles FundsFund
Complex: over $100,000 over $100,000 over $100,000

Nominees for Disinterested Trustees:Trustee:

Dollar Range Joseph Graham T. Edward A. Dollar RangeDaniel M. Paul G. Kenneth J. Richard Sandra O. John A. Pendleton P.
of Fund Shares Joseph Alaimo Allison, Jr. Benjamin Paul G.Cain Chenault --------------------------- -------------Cowan Darman Moose Shane White
- -------------- -------- ------------ --------- ------------------------- --------- ---------- ------- --------- ------- ------------

Loomis Sayles
Aggressive
Growth
Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Bond Fund 0 0 0
Loomis Sayles Emerging Markets
Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Global
Bond Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Growth
Fund 0 0 0
Loomis Sayles High Income Fund 0 0 0
Loomis Sayles Intermediate
Maturity Bond Fund Over $100,000 0 0none none none none none none none none none none
Loomis Sayles
International
Equity
Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Investment
Grade Bond
Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Managed
Bond Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Research $10,001-
Fund 0 0 $1-$10,000none none none none $50,000 none none none none none
Loomis Sayles
Small Cap
Growth
Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Small Cap $10,001-
Value Fund 0 0 $10,001-$50,000none none none none $50,000 none none none none none
Loomis Sayles
U.S.
Government
Securities
Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Value Fund 0 0 0none none none none none none none none none none
Loomis Sayles
Worldwide
Fund 0 0 0none none none none none none none none none none

Aggregate
Dollar Range
of Fund
Shares in
Funds
Overseen or
to be
Overseen by
Trustee orthe Nominee
in the Loomis
Sayles FundsFund over $50,001-
Complex: Over $100,000 0 $10,001-$50,000none none none $100,000 none none none none none

Each Trustee who is not affiliated with Loomis Saylesan "interested person" (as defined in the 1940 Act)
of the Trust is compensated at the rate of $1,250$5,000 per Fundin-person meeting per
annumannum. In addition, each Trustee receives an annual retainer of $20,000 and is
reimbursed for travel expenses in connection with attendance at meetings.
Currently, these fees are allocated ratably among all the funds in the Loomis
Sayles Fund Complex. It is expected however, that following the electionconsolidation of the
nominees,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 reconsider current levels of
compensation and Loomis Sayles expects to recommend an increasebe allocated ratably among all the
funds in such
compensation.the CDC-Loomis Fund Complex. The Trust pays no compensation to its
officers or to Trustees who are affiliated with Loomis Sayles."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 2001:2002:

Compensation Table
forFor the fiscal year endedFiscal Year Ended September 30, 20012002

(1) (2) (3) (4) (5)
Pension or
Total
Retirement Estimated Total
Benefits Annual Compensation
Aggregate Accrued as Benefits Accrued Annual From Trust and
Name of Person,Fund
Compensation as Part of Fund Benefits Upon Fund Complex*Complex Paid
Name of Person*, Position from Trust Expenses Retirement Paid to Trustee
---------------------------------------- ------------ ---------------- ------------- --------------------------- ---------- ------------

Interested Trustee
------------------
Daniel J. Fuss, $ 0 N/A N/A $ 0
Trustee
Disinterested Trustees
----------------------
Joseph Alaimo, $23,750$21,250 N/A N/A $23,750$21,250
Trustee
Edward A . Benjamin, $ 0 N/A N/A 12,161**
Trustee
Paul G. Chenault, 21,250 N/A N/A 21,250
Trustee
Richard S. Holway, 21,250 N/A N/A 21,250
Trustee
Michael T. Murray, $23,75021,250 N/A N/A $23,750
Trustee
Paul G. Chenault, $23,750 N/A N/A $23,75021,250
Trustee

- --------
* No TrusteeOn October 15, 2002, new members of the Board of Trustees were elected to
succeed Messrs. Fuss, Holway, and Murray. The newly elected Trustees, Robert
J. Blanding (Interested Trustee) and Edward A. Benjamin (Independent
Trustee) received anyno compensation from any funds affiliated with Loomis
Sayles, other than the Trust forduring the fiscal year
ended September 30, 2001.2002.
** 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 not "interested persons" (as defined in
the 1940 Act) of the Trust or Loomis Sayles (the "Independent Trustees")Independent Trustees perform the functions
of an audit, nominating and governance and contract review committee.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 itthem by the Board. The TrusteesDuring the most recently completed
fiscal year, in performing the functions of the audit committee, the
Independent Trustees met twice, during the last fiscal year, the Trusteesin performing the functions of the nominating
and governance committee, the Independent Trustees met once during the last
fiscal yeartwice and the Trusteesin performing
the functions of the contract review committee, the Independent Trustees met
once during the last fiscal year.

twice.

The following table shows the shares of the Trust held, if any, as of
JulyDecember 31, 2002 by each nominee and current Trustee of the TrustNominee rounded to the nearest whole share. Unless
otherwise noted, each of the shareholders named below has sole investment power
and sole voting power with respect to the shares of the Trust beneficially
owned.

INSTITUTIONAL CLASS SHARES
Number of
Shares Owned
as of JulyDecember 31, Percent of
Nominees 2002** Class Held
-------- ------------------ ----------

INSTITUTIONAL CLASS SHARES
LOOMIS SAYLES AGGRESSIVE GROWTH FUND
Robert J. Blanding............................ 1,553 *
All Nominees and executive officers as a group 43,984 3.3%
LOOMIS SAYLES BOND FUND
Peter S. Voss................................. 10,324 *
All Nominees and executive officers as a group 472,140 *
LOOMIS SAYLES GLOBAL BOND FUND
All Nominees and executive officers as a group 6,905 *
LOOMIS SAYLES GROWTH FUND
Robert J. Blanding............................ 9,994 *
All Nominees and executive officers as a group 180,840 3.0%
LOOMIS SAYLES INVESTMENT GRADE BOND
FUND
All Nominees and executive officers as a group 20,395 2.7%
LOOMIS SAYLES INTERNATIONAL EQUITY FUND
Robert J. Blanding............................ 3,606 *
John T. Hailer................................ 3,805 *
All Nominees and executive officers as a group 40,072 *

Number of
Shares Owned
as of December 31, Percent of
Trustees and Nominees 2002** Class Held
- --------------------- -------------- ----------

LOOMIS SAYLES AGGRESSIVE GROWTH FUND
Robert J. Blanding...................................... 1,325 *
All Trustees, nominees and executive officers as a group 78,462 6.4%
LOOMIS SAYLES BOND FUND
Daniel J. Fuss.......................................... 645,287*** *
Robert J. Blanding...................................... 3,101 *
All Trustees, nominees and executive officers as a group 807,033*** *
LOOMIS SAYLES EMERGING MARKETS FUND
Robert J. Blanding...................................... 2,191 *
All Trustees, nominees and executive officers as a group 11,554 4.8%
LOOMIS SAYLES GLOBAL BOND FUND
All Trustees, nominees and executive officers as a group 57,221 1.8%
LOOMIS SAYLES GROWTH FUND
Daniel J. Fuss.......................................... 21,062*** *
Robert J. Blanding...................................... 9,363 *
All Trustees, nominees and executive officers as a group 238,211*** 4.7%
LOOMIS SAYLES HIGH INCOME FUND
Daniel J. Fuss.......................................... 1,341,498*** 20.6%
Robert J. Blanding...................................... 72,788 1.2%
All Trustees, nominees and executive officers as a group 1,657,189*** 25.4%
LOOMIS SAYLES INVESTMENT GRADE BOND FUND
Daniel J. Fuss.......................................... 28,978*** 4.0%
Robert J. Blanding...................................... 132 *
All Trustees, nominees and executive officers as a group 48,308*** 6.7%
LOOMIS SAYLES INTERNATIONAL EQUITY FUND
Daniel J. Fuss.......................................... 7,494*** *
Robert J. Blanding...................................... 3,291 *
All Trustees, nominees and executive officers as a group 104,056*** 1.7%
LOOMIS SAYLES INTERMEDIATE MATURITY BOND
FUND
Joseph Alaimo........................................... 11,182 *
All Trustees, nominees and executive officers as a group 20,602 1.2%
LOOMIS SAYLES MANAGED BOND FUND
All Trustees, nominees and executive officers as a group 0 *

Number of
Shares Owned
as of July 31, Percent of
Trustees and Nominees 2002** Class Held
- --------------------- -------------------------------- ----------

LOOMIS SAYLES RESEARCH FUND
Robert J. Blanding...................................... 118,214 4.4%
Paul G. Chenault........................................ 1,000Chenault.............................. 5,000 *
All Trustees, nomineesNominees and executive officers as a group 177,667 6.5%133,203 4.7%
LOOMIS SAYLES SMALL CAP GROWTH FUND
Robert J. Blanding...................................... 54,658Blanding............................ 57,653 *
John T. Hailer................................ 5,322 *
Peter S. Voss................................. 5,343 *
All Trustees, nomineesNominees and executive officers as a group 106,215102,759 1.5%
LOOMIS SAYLES SMALL CAP VALUE FUND
Daniel J. Fuss.......................................... 4,671*** *
Robert J. Blanding...................................... 22,785Blanding............................ 24,053 *
Paul G. Chenault........................................Chenault.............................. 1,500 *
John T. Hailer................................ 7,234 *
All Trustees, nomineesNominees and executive officers as a group 74,263***70,578 *
LOOMIS SAYLES VALUE FUND
Robert J. Blanding...................................... 3,687Blanding............................ 3,925 *
All Trustees, nomineesNominees and executive officers as a group 71,293 2.8%32,998 1.1%
LOOMIS SAYLES U.S. GOVERNMENT SECURITIES
FUND
All Trustees, nomineesNominees and executive officers as a group 22,484 2.1%24,080 2.7%
LOOMIS SAYLES WORLDWIDE FUND
Daniel J. Fuss.......................................... 58,319 5.3%
All Trustees, nomineesNominees and executive officers as a group 101,037 9.2%63,385 5.7%

RETAIL CLASS SHARES
LOOMIS SAYLES AGGRESSIVE GROWTH FUND
All Trustees, nomineesNominees and executive officers as a group 1,6721,363 *
LOOMIS SAYLES BOND FUND
All Nominees and executive officers as a group 5,197 *
LOOMIS SAYLES GLOBAL BOND FUND
Peter S. Voss................................. 27,053 1.5%
All Nominees and executive officers as a group 27,053 1.5%
LOOMIS SAYLES SMALL CAP GROWTH FUND
All Trustees, nomineesNominees and executive officers as a group 1,6221,621 *

- --------
* Less than 1%.
** These amounts include shares owned of record by the Loomis Sayles
Employees' Profit Sharing Plan for the accounts of employees of Loomis
Sayles who are Trustees or officers of the Trust.
*** IncludesTrust and shares heldowned of record
by Mr. Fuss' spouse.the CDC IXIS Retirement Plans for the accounts of employees of, among
other entities, CDC IXIS Asset Management Distributors, L.P. and CDC IXIS
Asset Management North America, L.P. who are trustees or officers of the
CDC Nvest Funds Complex.

In 20012002, 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.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, except ifunless 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 nomineeNominee 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
nomineesNominees as Trustees.

1113

II. OTHER INFORMATION

The following table lists the executive officers of the Trust, their ages,
their
addresses and the length of time such person served as an executive officer of
the Trust. Each such person has been elected to the indicated office of the
Trust by the Trust's Trustees. Each such person's principal occupation is as an
employee or officerTrustees of Loomis Sayles, the Trust's adviser.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** FundsTrust Time Served* During Past 5 Years
- ----------------------- -------------- -------------- --------------------------------------------- --------------- -------------------------------

Robert J. Blanding President less than 1 President, Chairman, Director
555 California Street, (Formerly, month and Chief Executive Officer,
San Francisco, California Executive (Served as Loomis Sayles.
(55 Years Old) Vice President Executive
and Vice Vice President
President) for 6 Years
and as Vice
President for
5 Years)
Mark Baribeau Vice President 3 years Vice President, Loomis Sayles.
(42(43 Years Old)
Sheila M. Barry Secretary and 6 years Assistant General Counsel and
(57 Years Old) Compliance Vice President, Loomis Sayles.
Officer
Formerly, Senior CounselRobert J. Blanding Trustee and Less than 1 President, Chairman, Director
555 California Street, President year (Served and Chief Executive Officer,
San Francisco, California (Formerly, as Executive Loomis Sayles.
(55 Years Old) Executive Vice Vice President
President and for 6 years and
Vice President) as Vice
President New England
Funds, L.P.for
5 years)
Kenneth Buntrock Vice President 2 years Vice President, Loomis Sayles.
(50 Years Old)
Kevin Charleston Vice 2 years asTreasurer, Less than 1 Vice President, Director and
(36(37 Years Old) President, Vice President,(Formerly, year (Served as Chief Financial Officer, Treasurer less than 1 Loomis
Vice President) Vice President Sayles. Formerly, month as Senior Vice
for 2 years) President and
Treasurer Treasurer,
Nvest Companies, L.P.
Perry Conchinha Vice President 2 years Vice President, Loomis Sayles.
(32(33 Years Old)
Pamela N. Czekanski Vice President 23 years Vice President, Loomis Sayles.
(43(44 Years Old)

* Each executive officer serves for an indefinite term in accordance with the
current BylawsBy-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.

12Massachusetts 02111.

Term of
Position(s) Office and
Held with Length of Principal Occupation(s)
Name, Address and Age** FundsTrust Time Served* During Past 5 Years
- ----------------------- ----------- ------------ --------------------------------------------- --------------- ------------------------------

Christopher R. Ely Vice President 6 years Vice President and Director,
(46(47 Years Old) President Loomis Sayles. Formerly, Senior
Vice President and Portfolio
Manager, Keystone Investment
Management Company, Inc.

Quentin P. Faulkner Vice 11 years Vice President, Loomis Sayles.
(64 Years Old) President
Philip C. Fine Vice President 6 years Vice President, Loomis Sayles.
(52(53 Years Old)
President Formerly,Daniel J. Fuss Executive Less than 1 Vice Chairman, Director,
(69 Years Old) Vice President and
Portfolio Manager, Keystone
Investment Management
Company, Inc.year (served as Loomis Sayles.
(Formerly, President for 8
President) years)
Kathleen C. Gaffney Vice President 6 years Vice President, Loomis Sayles.
(40(41 Years Old) President
Joseph R. Gatz Vice 2President 3 years Vice President, Loomis Sayles.
1533 N.39533 Woodward PresidentAve. Formerly, Portfolio Manager,
Bloomfield Hills, Michigan Bank One Investment Advisers
(40(41 Years Old) Corporation.
Dean A. Gulis Vice 2President 3 years Vice President, Loomis Sayles.
1533 N. Woodward PresidentAve.
Bloomfield Hills, Michigan
(47 Years Old)
Robert G. Ix Vice President Less than 1 Vice President, Loomis Sayles.
(38 Years Old) year Formerly, Portfolio Manager at
The Bank of New York
Steven Kaseta Vice President 1 year Vice President, Loomis Sayles.
(47(48 Years Old)
President

Lauriann Kloppenburg Vice President 2 years Vice President, Loomis Sayles.
(42 Years Old)
President

Warren Koontz Vice President 2 years Vice President, Loomis Sayles.
(41 Years Old)
President

Eswar Menon Vice President 3 years Vice President, Loomis Sayles.
555 California Street, President Formerly, Portfolio Manager at
San Francisco, California Nicholas Applegate Capital
(38(39 Years Old) Management, Equity Analyst at
Koaneman Capital Management,
and Senior Engineer at
Integrated Device Technology.

Tricia Mills Vice 2 years Vice President, Loomis Sayles.
155 North Lake Avenue Suite 1030 President
Pasadena, California
(52 Years Old)Management.

13Massachusetts 02111.

Term of
Position(s) Office and
Held with Length of Principal Occupation(s)
Name, Address and Age** FundsTrust Time Served* During Past 5 Years
- ----------------------- ------------------------- ------------ -------------------------------------------------------------

Alex Muromcew Vice President 3 years Vice President, Loomis
Sayles.
555 California Street, PresidentSayles. Formerly, Portfolio Manager at
San Francisco, California Manager at Nicholas Applegate Capital
(39 Years Old) Management and Investment
Analyst at Teton Partners, L.P.

Kent P. Newmark Vice 11 years Vice President, Managing
555 California Street, President Partner and Director, Loomis
San Francisco, California Sayles.
(63 Years Old)Applegate Capital
Management.
Nicholas H. Palmerino Assistant 6 years Senior Vice President, CDC
(38 Years Old) Treasurer IXIS Asset Management
Services, Inc. Formerly, Vice
President, Loomis Sayles.
(37 Years Old) Treasurer

Lauren B. PitalisBruce G. Picard, Jr. Vice President 5 years Vice President, Loomis
Sayles.
(41(33 Years Old) President Formerly,Sayles.
Lauren B. Pitalis Vice President and
Assistant Secretary, Harris
Associates Investment Trust.5 years Vice President, Loomis
(42 Years Old) Sayles.
David Rolley Vice President 2 years Vice President, Loomis
Sayles.
(50 Years Old) PresidentSayles.
Richard D. Skaggs Vice President 3 years Vice President, Loomis
(47 Years Old) Sayles.
David L. Smith Vice President 6 years Vice President, Loomis
(43 Years Old) Sayles.
Daniel G. Thelen Vice President 2 years Vice President, Loomis
Sayles.
(47 Years Old) President

David L. Smith Vice 6 years Vice President, Loomis Sayles.
(43 Years Old) President Formerly, Vice President and
Portfolio Manager, Keystone
Investment Management
Company, Inc.

Daniel G. Thelen Vice 2 years Vice President, Loomis Sayles.
1533 N.39533 Woodward PresidentAve. Sayles.
Bloomfield Hills, Michigan
(44(45 Years Old)
Sandra P. Tichenor Vice President 6 years General Counsel, Executive
555 California Street President Vice President, Secretary,
Clerk
San Francisco, California Clerk and Director, Loomis
Sayles.
(53 Years Old) Formerly, Partner, Heller,
Ehrman, White & McAuliffe.Sayles.

14Massachusetts 02111.

Term of
Position(s) Office and
Held with Length of Principal Occupation(s)
Name, Address and Age** FundsTrust Time Served* During Past 5 Years
- ----------------------- ------------------------- ------------ --------------------------------

John Tribolet Vice President 3 years Vice President, Loomis Sayles.
555 California Street President Formerly, Portfolio Manager at
San Francisco, California Nicholas Applegate Capital
(32 Years Old) Management, MBA student at
the University of Chicago, and
investment banker, most recently
at PaineWebber, Inc.
Jeffrey W. Wardlow Vice President 11 years Vice President, Loomis Sayles.
(41(42 Years Old) President

Anthony J. Wilkins Vice 11 years Executive Vice President and
(60 Years Old) President Director, Loomis Sayles.
Gregory B. Woodgate Assistant 2 years Vice President, Loomis Sayles.
(31(32 Years Old) Treasurer

Loomis Sayles serves as investment adviser to the Funds, and Loomis Sayles
Distributors, L.P. (the "Distributor") serves as distributor and principal
underwriter to the Funds. The address of Loomis Sayles and the Distributor is
One Financial Center, Boston, Massachusetts 02111. It is expected that CDC IXIS
Asset Management Distributors, L.P. will replace the Distributor as the
distributor and principal underwriter to the Funds on or about July 1, 2003.

PricewaterhouseCoopers LLP serves as independent accountants to the Funds.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.

1517

As of August 15, 2002,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:

INSTITUTIONAL CLASS SHARES

Percentage
Number of Percent of Shares
Shareholder Address Shares Owned Class Held
- ----------- --------------------------------- -------------- ----------

INSTITUTIONAL CLASS SHARES

LOOMIS SAYLES AGGRESSIVE GROWTH FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 680,257.546 55.84%682,076.350 52.65%
San Francisco, CA 94104

Berklee College of Music 1140 Boylston Street 181,511.433 14.90%14.01%
Boston, MA 02115

Jupiter & Co. P.O. Box 9130 96,352.732 7.91%188,002.102 14.51%
c/o Investors Bank & Trust c/o Investors Bank & Trust
FPG 90
Boston, MA 02117
National Financial Service 200 Liberty Street 63,876.662 5.24%
Corp. FEBO Customers One World Financial Center
New York, NY 10281-1003
LOOMIS SAYLES BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery Street 51,773,641.678 46.75%63,039,370.784 49.10%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty St. 16,074,153.713 14.52%
Corp.16,767,468.623 13.06%
FEBO Customers One World Financial Center
New York, NY 10281
LOOMIS SAYLES EMERGING MARKETS FUND
CDC IXIS Asset Management 399 Boylston Street 102,253.743 42.51%
North America Boston, MA 02116

Charles Schwab & Co., Inc. 101 Montgomery Street 67,974.139 28.26%
San Francisco, CA 94104
LOOMIS SAYLES GLOBAL BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,392,199.496 39.05%1,628,399.866 31.50%
San Francisco, CA 94104

Fleet National Bank P.O. Box 92800 648,795.499 18.20%680,096.974 13.16%
TTEE Kaman Corp. Master Trust Rochester, NY 14692
Trust Fixed Income Fund

Fort Hays University 610 Port Street 219,350.664 6.15%
Endowment Association Hays, KS 67601

Wells Fargo Bank MN NA P.O.National Financial Services Corp. 200 Liberty St. 804,572.247 15.56%
FEBO Customers One World Financial
Center
New York, NY 10281

Northern Trust Company PO Box 1533 593,059.818 16.64%92956 621,672.297 12.03%
FBO Desert States UFCW Minneapolis, MN 55480
Union Employees PensionState Employers Chicago, IL 60675

National Investor Services 55 Water St. 468,563.479 9.0%
FBO Customers New York, NY 10041

San Diego Transit Pension Plan P.O. Box 2511 303,390.836 8.51%
Plan318,028.084 6.15%
San Diego, CA 92112
LOOMIS SAYLES GROWTH FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 2,499,670.102 49.05%2,785,040 46.96%
San Francisco, CA 94104

1618

Percentage
Number of Percent of Shares
Shareholder Address Shares Owned Class Held
- ----------- --------------------------------- ------------- ---------------------

LOOMIS SAYLES HIGH INCOME FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 2,140,915.085 33.85%
San Francisco, CA 94104

Daniel J. Fuss 44 Longfellow Road 747,662.653 11.82%
Wellesley, MA 02181

Amvescap Nat'l Trust Co. 1855 Gateway Boulevard 773,848.174 12.24%
As Agent for Fleet Nat'l Bank Suite 500
FBO Loomis Sayles Concord, CA 94520
Omnibus Deferral Program

City of Dearborn Heights 6045 Fenton Avenue 582,238.984 9.21%
Policemen & Firemen Dearborn Heights, MI
Retirement Sys. 48127

Rosemary B. Fuss 44 Longfellow Rd. 472,768.149 7.48%
Wellesley, MA 02481
LOOMIS SAYLES INTERMEDIATE MATURITY BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 863,505.775 72.33%
San Francisco, CA 94104

Amvescap Nat'l Trust Co., 1855 Gateway Boulevard 120,935.894 10.13%
As Agent for Fleet Nat'l Bank Suite 500
FBO Loomis Sayles Omnibus Concord, CA 94520
Deferral Program
LOOMIS SAYLES INTERNATIONAL EQUITY FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,295,728.708 21.97%1,634,720.058 31.86%
San Francisco, CA 94104

Comerica Bank P.O. Box 75000, MC 3446 529,347.979 8.97%10.32%
FBO City of Livonia New York, NY 10281-1003MC 3446
Employee Retirement System A/C 02 New York, NY 10281
01 100 0302406

Church Mutual Insurance Co. 3000 Schuster Lane 501,736.123 8.51%9.78%
Merrill, WI 54452

MGAM International Equity LLC 1125 S 103rd Street 470,360.023 7.97%
LLC9.17%
Suite 450
Omaha, NE 68124-6019

Chase Manhattan Bank 770 Broadway 305,360.023 5.18%
MetLife Defined Contribution New York, NY 10003-9522
Group

National Financial Services 200 Liberty St. 407,819.691 6.91%
Corp. FEBO Customers One World Financial
Center
New York, NY 10003-9522

Percentage
Number of of Shares
Shareholder Address Shares Owned Held
- ----------- ------- ------------- ----------
68124
LOOMIS SAYLES INVESTMENT GRADE BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 343,476.368 46.56%362,707.983 47.16%
San Francisco, CA 94104

Jeffrey L. Meade 16 Samuel Parlin Drive 117,979.884 15.99%15.34%
Phyllis M. Meade, Jt. Tcn. Acton, MA 01720

State Street Bank & Trust Company 412 Blair Ave 53,128.2820 7.20%
Company43,436.294 5.65%
Custodian for the Piedmont, CA 94611-4005 IRA FBO Willard S. Piedmont, CA 94611
Webber

Michigan Peer Review 40600 Ann Arbor Road 46,074.906 6.25%
Organization Suite 200
Plymouth, MI 48170
NFSC FEBO CustomersNational Financial Services Corp 200 Liberty St. 66,895.588 9.07%70,161.928 9.12%
FEBO Customers One World Financial Center
New York, NY 10281-100310281
LOOMIS SAYLES RESEARCH FUND

CDC IXIS 399 Boylston St. 201,228.345 7.33%
c/o CDC IXIS Boston, MA 02116
Asset Management
North America
Charles Schwab & Co., Inc. 101 Montgomery St. 2,282,753.843 83.16%2,351,116.896 79.90%
San Francisco, CA 94104

Asbestos Workers Local #84 Pension 36 East Warner Rd. 146,104.186 5.32%
#84 Pension263,291.976 8.95%
Fund Akron, OH 44319
CDC IXIS 399 Boylston St. 202,175.686 6.87%
c/o CDC IXIS Asset Boston, MA 02116
Management North America
LOOMIS SAYLES SMALL CAP GROWTH FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,126,781.074 15.99%999,545.232 19.82%
San Francisco, CA 94104
Carey & Co 7 Easton Oval 300,701.991 5.96%
Columbus, OH 43219

Percent
Number of of Class
Shareholder Address Shares Owned Held
- ----------- ------- ------------- ---------

LOOMIS SAYLES SMALL CAP VALUE FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 2,162,329.473 15.92%2,443,661.998 18.22%
San Francisco, CA 94104

Smith Barney Inc. 388 Greenwich St. 1,080,182.293 7.95%821,441.339 6.12%
New York, NY 10001

Wells Fargo Bank FBO PO Box 1533 774,645.110 5.70%767,195.957 5.72%
Wisc. Public Service Minneapolis, MN 55480
Administration

Westfield Retirement System 59 Court Street 716,500.244 5.27%716,509.142 5.34%
P.O. Box 106
Westfield, MA 01086-010601086
LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND
Charles Schwab & Co. Inc. 101 Montgomery St. 487,171.371 41.91%358,069.695 34.50%
San Francisco, CA 94104

Merrill Lynch Pierce Fenner & Attn: Service Team 129,782.774 11.16%143,457.829 13.82%
Smith Inc. 4800 Deer Lake Drive
Third Floor
Jacksonville, FL 32246-648632246

National Financial Services Corp. FEBO Attn: Mutual Funds 120,320.517 10.35%
Corp. FEBO118,505.602 11.42%
Customers Department Fifth Floor
200 Liberty Street
One World Financial Center
New York, NY 10281

Percentage
Number of of Shares
Shareholder Address Shares Owned Held
- ----------- ------- ------------- ----------

LOOMIS SAYLES VALUE FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,107,431.172 37.49%1,077,902.812 36.72%
San Francisco, CA 94104

Asbestos Workers Local 36 East Warner Rd. 258,497.885 8.75%224,187.945 7.64%
#84 Pension Fund Akron, OH 44319

Comerica Bank PO Box 7500 408,976.070 13.85%420,623.056 14.33%
FBO City of Livonia Retiree Detroit, MI 48275-000148275
Health & Disability Benefits Plan

Southeastern Michigan Chapter NECA PO Box 385 153,431.267 5.23%
Southfield, MI 48034
LOOMIS SAYLES WORLDWIDE FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,038.504 94.94%1,086,248.853 95.93%
San Francisco, CA 94104

RETAIL CLASS SHARES

LOOMIS SAYLES AGGRESSIVE GROWTH FUND
Chase Manhattan Bank 4 New York Plaza 1,049,390.023 41.24%867,260.474 40.44%
Direct Trustee for MetLife Defined New York, NY 10004-2413
Defined10004
Contribution Group

Charles Schwab & Co,Co., Inc. 101 Montgomery St. 473,139.837 18.59%359,227.557 16.75%
San Francisco, CA 94104

Percent
Number of of Class
Shareholder Address Shares Owned Held
- ----------- ------- ---------------- --------

National Financial Services Corp. 200 Liberty Street, One 235,821.553 9.27%
Corp.215,885.116 10.07%
FEBO Customers One World Financial Center
New York, NY 10281

The Chicago Trust Company, 171 North Clark Street 267,552.833 10.51%258,567.980 12.06%
TTEE Industries 401K Chicago, IL 60601
Industries 401K

Merrill Lynch Pierce Fenner & Attn: Service Team, 4800 129,782.774 11.16%
Smith Inc. Deer Lake Drive, Third
Floor, Jacksonville, FL
32246-6486
LOOMIS SAYLES BOND FUND

National Financial Services Corp. 200 Liberty Street 1,465,963.960 25.98%
Corp.1,851,268.630 25.79%
FEBO Customers One World Financial Center
New York, NY 10281

IMS Co. P.O. Box 3865 413,749.438 7.33%486,096.596 6.77%
Englewood, CO 80155-
3865

Percentage
Number of of Shares
Shareholder Address Shares Owned Held
- ----------- ------- ------------ ----------
80155

Salomon Smith Barney, Inc. 333 West 34th St. 418,568.675 5.83%
New York, NY 10001
LOOMIS SAYLES GLOBAL BOND FUND

Charles Schwab & Co., Inc. 101 Montgomery Street 713,043.954 72.52%1,191,803.426 75.60%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty Street 142,992.134 14.54%
Corp.161,581.631 10.25%
FEBO Customers One World Financial Center
New York, NY 10281
LOOMIS SAYLES GROWTH FUND
Angelo V. Glorioso 225 Summit Dr. 61,666.776 49.50%43.01%
Pittsburgh, PA 15238

Arrivescap National Trust Co. PO Box 105779 30,837.546 21.51%
Atlanta, GA 30348

Charles Schwab & Co., Inc. 101 Montgomery Street 21,331.370 17.12%19,592.565 13.67%
San Francisco, CA 94104
LOOMIS SAYLES INTERNATIONAL EQUITY FUND

Charles Schwab & Co., Inc. 101 Montgomery Street 48,535.591 23.01%32,763.400 20.12%
San Francisco, CA 94104

Merrill Lynch Pierce Fenner & 4800 Deer Lake Drive East 26,905.165 12.76%24,832.165 15.25%
Smith, Inc. Third Floor
Attn: Service Team Jacksonville, FL 32246

Orangewood Childrens Foundation 12822 Garden Grove 24,472.858 11.60%
Foundation15.03%
Boulevard, Suite A
Garden Grove, CA 92843

National Financial Services Corp. 200 Liberty Street 48,975.691 23.22%
Corp.25,457.844 15.63%
FEBO Customers One World Financial Center
New York, NY 10281-100310281
LOOMIS SAYLES INVESTMENT GRADE BOND FUND

Loomis, Sayles & Company, L.P. One Financial Center 1,015.091 98.54%
L.P.1,045.181 14.87%
Boston, MA 02111

LOOMIS SAYLES EMERGING MARKETS FUND
Charles Schwab & Co. Inc. 101 MontgomerySusan Bourgeois 8808 Basswood 959.756 13.65%
Richmond, VA 23229

State Street 1,785.713 35.77%
San Francisco, CA 94104
Kevin M. Walsh, Trustee 639 Granite St. 2,248.677 45.05%
Walsh Partners Capital Corp. Braintree, MA 02184
Profit Sharing Plan

Samuel T. Viviano and 1430 Stewart Road 946.074 18.95%
Linda K Viviano JT Ten McDonald, PA 15057Bank 633 Blackmore Ct. 4,546.791 64.00%
Cust. for IRA FBO Marco Island, FL 34145
Sumer Aygen

Percent
Number of of Class
Shareholder Address Shares Owned Held
- ----------- ------- ------------- --------

LOOMIS SAYLES RESEARCH FUND
Fiserv Securities Inc. One Commerce Square 1,000,000 98.44%5,969.579 99.74%
2005 Market St.
Philadelphia, PA 19103
LOOMIS SAYLES SMALL CAP GROWTH FUND
Bose Empl. Retirement PO Box 41974 715,519.508 14.21%788,376.889 16.08%
Kansas City, MO 64141

MetLife Trust Company 1 Crossroads Dr. 555,452.869 11.03%285,896.290 5.83%
Bedminster, NJ 07921-2688

Percentage
Number07921

Retirement System Board of of Shares
Shareholder Address Shares Owned Held
- ----------- ------- ------------- ----------

Retirement SystemTrustees FBO Soonersave Plan 457 867,932.703 17.24%
Board of Trustees858,299.196 17.51%
TTEE Oklahoma Public Employers c/o Great-West
TTEE Oklahoma Public
8515 E. Orchard Road Employers #2T2,
Englewood, CO 80111

Wilmington Trust Company 760,765.167 15.52%
FBO Alliance Coal LLC P.O. Box 8971
Profit Sharing Plan Wilmington, DE 17879
LOOMIS SAYLES SMALL CAP VALUE FUND
Charles Schwab & Co., Inc. 101 Montgomery Street 1,721,516.839 35.57%2,038,320.956 36.63%
San Francisco, CA 94104

Chase Manhattan Bank Trustee MetLife 770 Broadway 860,860.088 17.79%
Trustee 10th Floor MetLife731,902.726 13.15%
Defined Contribution Group New York, NY 10003

Group

MetLife Defined Contribution Group 2 Montgomery Street 348,742.971 7.21%
Group365,177.015 6.56%
Jersey City, NJ 07302-3802

Vanguard Fiduciary Trust Company P.O. Box 2600, 434,546.758 8.98%
Company Rm 613 449,345.294 8.07%
Loomis Sayles/Omnibus n/c Attn: Outside Funds
Valley Forge, PA 19482

MetLife Trust Company NA Directed 1 Crossroads Dr. BLDG3 479,341.851 9.90%
Directed Bedminster, NJ 07921-439,495.523 7.90%
Trustee for Metlife Defined 2688
Contribution Bedminster, NJ 07921-2688
Plan

National Financial Services 200 Liberty Street 248,345.841 5.13%Putnam Fiduciary Trust Investors Way 378,197.536 6.80%
FBO IDX Systems Corp. FEBO Customers One World Financial
Center, New York, NY
10281Norwood, MA 02062

ADMIN CLASS SHARES
LOOMIS SAYLES AGGGRESSIVE GROWTH FUND
Merrill Lynch Pierce Fenner & 4800 Deer Lake Dr. 57,500.241 23.81%
Smith Jacksonville, FL 32246

MetLife Trust Company One Crossroads Dr. 42,817.197 17.73%
Bedminster, NJ 07921

Reliance Trust Company 3384 Peachtree Road 136,465.953 56.50%
Atlanta, GA 30326
LOOMIS SAYLES BOND FUND
Smith Barney Corp. Trust Co., Two Tower Center 214,892.9470 35.52%
Trustee; P.O. Box 1063
Smith Barney 401(k) Advisor E. Brunswick, NJ 08816
Group Trust

Merrill Lynch Pierce Fenner & 4800 Deer Lake Dr., 3rd Fl. 256,446.697 42.39%
Smith Jacksonville, FL 32246

Reliance Trust Company 3384 Peachtree Rd. 70,137.143 11.59%
TTEE MetLife Atlanta, GA 30326-1181
Defined Contribution Group

Percentage
Number of of Shares
Shareholder Address Shares Owned Held
- ----------- ------- -------------- ----------

LOOMIS SAYLES INTERNATIONAL EQUITY FUND
Smith Barney Corp. Trust Co., Two Tower Center 6,293.108 5.05%
Trustee P.O. Box 1063
E. Brunswick, NJ 08816

Smith Barney 401k Advisor 3384 Peachtree Rd. 110,983.525 89.03%
Group Reliance Trust Atlanta, GA 30326
Company
LOOMIS SAYLES GROWTH FUND
Loomis, Sayles & Company, One Financial Center 1,576.669 32.58%
L.P. Boston, MA 02111

Security Trust Co. FBO Gold 2390 E. Camelback Road 509.450 10.53%
K.com LLC Phoenix, AZ 85016-3434

Circle Trust Company, Cust. Metro Center 1,210.955 25.02%
For Milliane Nurseries One Station Place
Stamford, CT 06902

Circle Trust Company, Cut. Metro Center 1,276.257 26.37%
For Boston Communications One Station Place
Group Stamford, CT 06902
LOOMIS SAYLES SMALL CAP GROWTH FUND
MetLife Trust Company Attn: Institutional Services 22,303.58 13.10%
Trustee for MetLife Defined 1 Crossroads Bldg A
Contribution Group Bedminster, NJ
07921-2688

Reliance Trust Company 3384 Peachtree Road 141,509.952 83.13%
Atlanta, GA 30326

LOOMIS SAYLES SMALL CAP VALUE FUND
Smith Barney Corp. Trust Co. (Trustee) Two Tower Center 230,888.506 16.85%
(Trustee)406,901.984 31.43%
Smith Barney 401(k) Advisor Group Trust P.O. Box 1063
Advisor Group Trust
E. Brunswick, NJ 08816

Merrill Lynch Pierce Fenner & Smith Inc. 4800 Deer Lake Drive 505,359.238 36.89%
Smith Inc.67,689.022 5.23%
FBO Customers 3rd Floor
FBO Customers
Jacksonville, FL 32246

Smith Barney Corp. Trust Co. (Trustee) Two Tower Center 306,046.043 22.34%
(Trustee)216,057.842 16.69%
The Citistreet Retirement Group Trust P.O. Box 1063
Retirement Group Trust
E. Brunswick, NJ 08816

Percent
Number of of Class
Shareholder Address Shares Owned Held
- ----------- ----------------------- ------------ --------

LOOMIS SAYLES AGGRESSIVE GROWTH FUND

Reliance Trust Company 3384 Peachtree Rd 115,316.260 52.08%
Directed Trustee for MetLife Atlanta, GA 30326
Defined Contribution

Merrill Lynch Pierce Fenner & Smith 4800 Deer Lake Dr. East 53,249.911 24.05%
Jacksonville, FL 32246

MetLife Trust Company NA One Crossroads Dr. 47,157.979 21.30%
Directed Trustee for MetLife Bedminster, NJ 07921
Standard Products
LOOMIS SAYLES BOND FUND

Smith Barney Corp. Trust Two Tower Center 256,664.601 34.86%
Smith Barney 401(k) E. Brunswick, NJ 08816

Merrill Lynch Pierce Fenner & Smith, Inc. 4800 Deer Lake Dr. East 347,621.269 47.22%
Jacksonville, FL 32246

Reliance Trust Company Directed Trustee 3384 Peachtree Rd 58,504.940 7.95%
for MetLife Defined Contribution Atlanta, GA 30326
LOOMIS SAYLES GROWTH FUND

Loomis, Sayles & Co., L.P. One Financial Center 1,576.669 33.13%
Boston, MA 02111

Security Trust Co. FBO 2390 Camelback Rd. 557.212 11.71%
Gold K.com Phoenix, AZ 85016

Circle Trust Company Metro Center 1,259.540 26.46%
Cust. For Millane Nuseries One Station Place
Stamford, CT 06902

Circle Trust Company Metro Center 935.555 19.66%
Cust. For Communications Group One Station Place
Stamford, CT 06902

Circle Trust Company Metro Center 385.769 8.11%
The Lamm Wallach Companies One Station Place
Stamford, CT 06902
LOOMIS SAYLES INTERNATION EQUITY FUND

Smith Barney Corp. Trust Two Tower Center 6,594.083 5.43%
Smith Barney 401(k) E. Brunswick, NJ 08816

Reliance Trust Company 3384 Peachtree Rd 106,370.468 87.61%
Directed Trustee for MetLife Atlanta, GA 30326
Defined Contribution
LOOMIS SAYLES INVESTMENT GRADE BOND FUND

Loomis, Sayles & Company, L.P. One Financial Center
Boston, MA 02111 1,042.713 98.53%
LOOMIS SAYLES SMALL CAP GROWTH FUND

MetLife Trust Company NA One Crossroads Dr. 24,956.127 16.13%
Directed Trustee for MetLife Bedminster, NJ 07921
Standard Products

Reliance Trust Company 3384 Peachtree Rd 125,395.873 81.05%
Directed Trustee for MetLife Atlanta, GA 30326
Defined Contribution

Percent
Number of of Class
Shareholder Address Shares Owned Held
- ----------- ------- -------------- --------

New York Life Trust Co. 51 Madison Avenue 171,465.809 12.52%179,141.589 13.84%
Client Account New York, NY 10010

CLASS J SHARES

LOOMIS SAYLES INVESTMENT GRADE FUND BOND FUND (CLASS J SHARES)
Marusan Securities Co., Ltd. 2-5-2 Nihonbashi, 18,937,000.000 98.5%18,214,000.000 88.85%
Chuo-ku, Tokyo, Japan
Mitsubishi Securities 27-1, Shinkawa 2-Chome 1,668,800.000 8.14%
Chuo-ku, Tokyo, Japan
LOOMIS SAYLES MANAGED BOND FUND
KokusaiMitsubishi Securities Co., Ltd. 27-1, Shinkawa 2-Chome, 1,001,040.000 100%1,058,940.000 100.00%
Chuo-ku, Tokyo, Japan

In the event that sufficient votes in favor of the election of any of the
nomineesNominees are not received by October 15, 2002,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 anyall of the nominees.Nominees. They will vote against such adjournment those
proxies required to be voted against the election of any of the nomineesNominees and
will not vote any proxies that direct them to abstain from voting on the
election of the nominees.Nominees.

Although the Meeting is called to transact any other business that may
properly come before it, the only business that management intends to present
or knows that others will present is the business mentioned in the Notice of
Special Meeting. However, if any additional matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless previously instructed to
the contrary by means of written instructions from a shareholder received by
the Secretary of the Trust.

Shareholder Proposals at Future Meetings. Because the Trust does not hold
regular meetings of shareholders, theno particular date is anticipated date offor the
next shareholder meeting cannot be provided.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 August 30, 2002,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 Trusts'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 SEC'sSecurities and Exchange Commission's proxy rules. You may
submit shareholder proposals to Sheila M. Barry, Secretary, Loomis Sayles
Funds, One Financial Center, Boston, MassMassachusetts 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" approvalelection of the
proposaleach
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.

2425

LS141

[X]PLEASE MARK VOTES,
AS IN THIS SAMPLEEXAMPLE

1. To elect Trustees.
- ------------------------------------
LOOMIS SAYLES FUNDS
- ------------------------------------

(01) Joseph Alaimo (08) Richard Darman For All With- For All
(02) Graham T. Allison, Jr. (09) John T. Hailer Nominees hold Except
(03) Edward A. Benjamin (10) Sandra 0. Moose [_] [_] [_]
(04) Robert J. Blanding (11) John A. Shane
(05) Daniel M. Cain (12) Peter S. Voss
(06) Paul G. Chenault (13) Pendleton P. White
(07) Kenneth J. Cowan

NOTE: If you do not wish your shares voted "For" a particular nominee,
CONTROL NUMBER: mark the "For All Except" box and strike a line through the name(s) of the
RECORD DATE SHARES: nominee(s). Your shares will be voted for the remaining nominee(s).

--------------
Please be sure to sign and date this Proxy Date Mark box at right if an address change or comment
- -------------------------------------------------------------- has been noted on the reverse side of this card. [_]

- -------Shareholder sign here_____Co-owner sign here-----------

DETACH CARD DETACH CARD

Your vote is important. Please vote immediately.

- ----------------------------------------
LOOMIS SAYLES [___________________] FUND--------------------------------------- ----------------------------------
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.
- ----------------------------------------

CONTROL NUMBER:
RECORD DATE SHARES:

Please be sure to sign and date this Proxy. Date:
-----------------------

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Board of Trustees recommends a vote
For electing all of the Nominees as Trustees.
- ---

1. Election of Trustees

For All For All
Nominees Withhold Except

(01) Joseph Alaimo
(02) Paul G. Chenault
(03) Robert J. Blanding [_] [_] [_]
(04) Edward A. Benjamin

NOTE:--------------------------------------- ----------------------------------
If you vote over the Internet or by telephone, please do not wishmail your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).

Mark box at right if an address change or comment has been noted
on the reverse side of this card. [_]

DETACH CARD

- --------------------
VOTE BY TELEPHONE
- --------------------

It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone

FOLLOW THESE FOUR EASY STEPS:

1. Read the accompanying Proxy Statement/Prospectus and Proxy Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683).
There is NO CHARGE for this call.

3. Enter your Control Number located on your Proxy Card.

4. Follow the recorded instructions.

YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!

DETACH CARD

- --------------------
VOTE BY INTERNET
- --------------------

It's fast, convenient, and your vote is immediately confirmed and posted.
FOLLOW THESE FOUR EASY STEPS:

1. Read the accompanying Proxy Statement/Prospectus and Proxy Card.

2. Go to the Website
[http://www.Proxyweb.com]
There is NO CHARGE for this call.

3. Enter your Control Number located on your Proxy Card.

4. Follow the instructions provided.

YOUR VOTE IS IMPORTANT!
Go to [http://www.Proxyweb.com] anytime!

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET

SPECIAL MEETING OF SHAREHOLDERS

LOOMIS SAYLES FUNDS

One Financial Center
Boston, Massachusetts 02111

THIS PROXY IS SOLICITED BY THE TRUSTEES

The undersigned hereby appoints Kevin P. Charleston, Lauren B. Pitalis and
Sheila M. Barry, and each of them separately, as proxies with power of
substitution to each, and hereby authorizes them to represent and to vote all of
the shares of the Loomis Sayles Funds (the "Trust") whichthat 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, 2002May 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 August 19, 2002February 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.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 Company.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?
- -------------------------------------- ---------------------------------------

- -------------------------------------- ---------------------------------------

- -------------------------------------- ---------------------------------------_______________________________ _________________________________
_______________________________ _________________________________
_______________________________ _________________________________