LOOMIS SAYLES FUNDS SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)

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[ ] Preliminary Proxy Statement
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Commission only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statementproxy statement.
[ ] Definitive Additional Materialsadditional materials.
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or
(S) 240.14a-12

LOOMIS SAYLES FUNDS
-------------------material under rule 14a-12

Loomis Sayles Funds II
- --------------------------------------------------------------------------------
(Name of Registrant as Specified Inin Its Charter)

LOOMIS SAYLES FUNDS
-------------------- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)Statement, if Other Than the Registrant)

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[LOGO]

LOOMIS SAYLES FUNDS March 24, 2003

[PHOTO] Dear Shareholders:

Robert BlandingII
(the "Trust")
ONE FINANCIAL CENTER
BOSTON, MA 02111

LOOMIS SAYLES INVESTMENT GRADE BOND FUND
(the "Fund")

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

AUGUST 5, 2004

A special meeting (the "Meeting") of the shareholders of the Fund will be
held at 2:00 p.m. on May 14, 2003.
The purposeAugust 5, 2004 at the offices of the meeting is to elect Trustees for Loomis Sayles
Funds.

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

This is an opportunity to voice your opinion on matters that affect your
fund, and ultimately, your investment.

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

Sincerely,

/s/ Robert Blanding
Robert J. Blanding
Trustee and President
Loomis Sayles Funds

[LOGO] LOOMIS SAYLES FUNDS

Summary of the Proposal

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

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

What is the proposal?

To elect as Trustees of Loomis Sayles Funds, in addition to its current
Trustees, the nine current Trustees of the CDC Nvest Funds Complex. The CDC
Nvest Funds Complex is a distinct family of mutual funds, the majority of which
are advised byFund's administrator,
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,Services, Inc., at least
two-thirds of the trustees have been elected by shareholders. Shareholders at a
prior shareholder meeting elected all four current Loomis Sayles Funds'
Trustees -- Messrs. Alaimo, Benjamin, Blanding and Chenault. Since the proposal
calls for the election of the nine current Trustees of the CDC Nvest Funds
Complex, it necessitates holding an election at this time.

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

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

Who is eligible to vote for the Trustees?

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

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

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

When will the new Trustees take office?

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

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

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

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

If you have questions, please call (800) 633-3330.

LOOMIS SAYLES FUNDS

Notice of Special Meeting of Shareholders

To the Shareholders of the Loomis Sayles Funds:

A Special Meeting of the shareholders of Loomis Sayles Funds, a399 Boylston Street, Boston,
Massachusetts business trust (the "Trust"), will be held on May 14, 2003 at
2:00 p.m. Eastern Standard Time on the 34th floor of One Financial Center,
Boston, Massachusetts,02116 for the following purposes:

1. To elect Trustees.approve a Distribution Agreement between the Trust, on behalf of the
Class J Shares of the Fund, and Loomis Sayles Distributors, L.P. for the
period from November 1, 2003 through April 23, 2004, as well as the release
of escrowed fees payable thereunder;

2. To approve a Service and Distribution Plan (the "Rule 12b-1 Plan") relating
to Class J shares of the Fund, as well as the release of escrowed fees
payable thereunder; and

3. To transact anysuch other business thatas may properly come before the meetingMeeting or
any adjournmentadjournments thereof.

Shareholders of record at the close of business on February 26, 2003June 30, 2004 are
entitled to notice of and to vote at the meeting.Meeting and any adjourned session.

By Orderorder of the Board of Trustees,

JOHN E. PELLETIER, Secretary

June 30, 2004

PLEASE RESPOND. YOUR VOTE IS IMPORTANT. THE BOARD OF TRUSTEES OF THE FUND HAS
APPROVED AND RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSALS. PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD. THIS WILL ENSURE THAT
YOUR VOTE IS COUNTED, EVEN IF YOU CANNOT ATTEND THE MEETING IN PERSON.

LOOMIS SAYLES FUNDS II
(the "Trust")
ONE FINANCIAL CENTER
BOSTON, MA 02111

LOOMIS SAYLES INVESTMENT GRADE BOND FUND
(the "Fund")

PROXY STATEMENT

The Trustees of the Trust (the "Trustees") are soliciting proxies from
Class J shareholders of the Fund in connection with a special meeting (the
"Meeting") of shareholders of the Fund. The Meeting has been called to be held
at 2:00 p.m. on August 5, 2004 at the offices of the Fund's administrator, CDC
IXIS Asset Management Services, Inc., 399 Boylston Street, Boston, Massachusetts
02116. The Meeting notice, this Proxy Statement and proxy card are being sent to
Class J shareholders of record as of June 30, 2004 (the "Record Date") beginning
on or about June 30, 2004. Please read this Proxy Statement and keep it for
future reference. THE FUND HAS PREVIOUSLY SENT ITS ANNUAL REPORT DATED SEPTEMBER
30, 2003 AND ITS SEMI-ANNUAL REPORT DATED MARCH 31, 2004 TO ITS SHAREHOLDERS. A
COPY OF THE FUND'S MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT MAY BE
OBTAINED WITHOUT CHARGE BY WRITING TO LOOMIS SAYLES FUNDS, P.O. BOX 219594,
KANSAS CITY, MISSOURI 61421-9594 OR BY CALLING (800) 633-3330. IN ADDITION, THE
FUND'S MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT ARE AVAILABLE ON ITS
WEBSITE AT WWW.CDCNVESTFUNDS.COM. (CLICK ON "FUND INFORMATION" AND THEN ON
"FINANCIAL REPORTS.")

The only items of business that the Trustees expect will come before the
Meeting are (1) approval of a Distribution Agreement between the Trust, on
behalf of the Class J shares of the Fund, and Loomis Sayles Distributors, L.P.
(the "Distribution Agreement") for the period from November 1, 2003 through
April 23, 2004, and the release of escrowed fees payable thereunder; and (2)
approval of a Service and Distribution Plan (the "Rule 12b-1 Plan") relating to
Class J Shares of the Fund and the release of escrowed fees payable thereunder.

OVERVIEW OF THE PROPOSALS

The proposals seek approval of the Distribution Agreement and Rule 12b-1
Plan (each as defined below) for the Class J Shares of the Loomis Sayles
Investment Grade Bond Fund (the "Fund"), and the release from escrow of certain
payments made under the Distribution Agreement and Rule 12b-1 Plan. The
approvals are being sought because, although neither the officers nor Trustees
of the Trust intended for the Distribution Agreement and Rule 12b-1 Plan to
expire on October 31, 2003, the records of the Fund are unclear as to whether
the Distribution Agreement and Rule 12b-1 Plan were renewed for the period
beginning November 1, 2003.

A VOTE FOR THE PROPOSALS:

o WILL NOT CHANGE THE FEES AND EXPENSES AS DESCRIBED IN THE FUND'S PROSPECTUS
o WILL NOT CHANGE THE FUND'S NET ASSET VALUE (NAV)
o WILL NOT CHANGE THE INVESTMENT STRATEGY OR MANAGEMENT OF THE FUND

This proxy solicitation will not result in any additional costs to fund
shareholders or brokers, as the costs of presenting these proposals will be
borne entirely by Loomis Sayles Distributors, L.P. (the "U.S. Distributor") and
its affiliates.

On June 12, 2003, the Board of Trustees of the Trust met to consider
distribution arrangements for proposed new share classes for several Loomis
Sayles Funds, including the Fund. The written materials sent to the Board, which
explain the proposals to be considered at the Board meeting, expressly noted
that, although the new classes would be distributed by CDC IXIS Asset Management
Distributors, L.P., the Class J shares of the Fund would continue to be
distributed by the U.S. Distributor under the terms of the existing
distribution agreement (the "Distribution Agreement") with the U.S. Distributor.
The Board materials also noted that the fees payable under the existing
distribution and service plan (the "Rule 12b-1 Plan") and front-end sales
charges paid to the U.S. Distributor for the sale of Class J shares would remain
unchanged. Based on these materials, it was clear that there were no
expectations of any changes to the existing distribution arrangements for the
Class J shares of the Fund. However, due to an administrative oversight, the
formal records of the Fund are unclear as to whether the Distribution Agreement
and Rule 12b-1 Plan were renewed. If it were determined that the Distribution
Agreement and Rule 12b-1 Plan were not renewed, each would have expired on
October 31, 2003.

Given the lack of clarity regarding the renewal, the Board of Trustees, at
meetings on April 23, 2004 and on June 4, 2004, concluded that it should seek
shareholder approval for the continuance of the Distribution Agreement and Rule
12b-1 Plan so as to remove any doubt regarding the validity of these
arrangements. Specifically, the Board voted: (i) to approve the Distribution
Agreement, and the release of escrowed fees payable thereunder, for the period
from November 1, 2003 through April 23, 2004, subject to shareholder approval;
(ii) to recommend that shareholders approve the Distribution Agreement, and the
release of escrowed fees payable thereunder, for the period from November 1,
2003 through April 23, 2004; (iii) to approve the Rule 12b-1 Plan, and the
release of escrowed fees payable thereunder, for the period beginning November
1, 2003, subject to shareholder approval; and (iv) to recommend that
shareholders approve the Rule 12b-1 Plan, and the release of escrowed fees
payable thereunder, for the period beginning November 1, 2003. An affirmative
vote by shareholders at the Meeting in favor of each proposal will ratify the
U.S. Distributor's

intention, and the Board's understanding, that the Distribution Agreement and
Rule 12b-1 Plan would continue beyond October 31, 2003. Pending shareholder
approval of these proposals, the U.S. Distributor will place in escrow the
portion of the sales charges payable under the Distribution Agreement retained
by the U.S. Distributor for the period from November 1, 2003 through April 23,
2004, and the Distribution Fees (as defined below under "Proposal 2: Approval of
a Rule 12b-1 Plan; Description of the Rule 12b-1 Plan") payable under the Rule
12b-1 Plan for the period beginning November 1, 2003 and ending on the date of
shareholder approval (or rejection) of proposal 2.

The U.S. Distributor and the Board of Trustees recognize that this proxy
statement would not be necessary if the record more clearly reflected their
mutual belief that the Distribution Agreement and Rule 12b-1 Plan would not
expire on October 31, 2003. Although it is regrettable that shareholders may be
inconvenienced by this proxy statement, the U.S. Distributor and the Board of
Trustees believe that, in light of the unclear record, it is prudent to seek
shareholder approval of these distribution arrangements. The U.S. Distributor
and the Board of Trustees note that, at all times during the relevant period,
the prospectus for Class J shares of the Fund clearly indicated that Class J
shareholders would bear the sales charges and Distribution Fees payable under
the Distribution Agreement and Rule 12b-1 Plan.

I. PROPOSAL 1: APPROVAL OF A DISTRIBUTION AGREEMENT

As noted above, the Board of Trustees of the Trust, including a majority of
the Trustees Sheila M. Barry
Secretary

March 24,who are not interested persons of the U.S. Distributor or the Trust
(the "Independent Trustees"), is recommending that the Class J shareholders of
the Fund approve the Distribution Agreement and the release of escrowed fees
payable thereunder for the period from November 1, 2003 We urge youthrough April 23, 2004.
If the Class J shareholders of the Fund approve the proposal, the Distribution
Agreement will be considered effective for the above-mentioned period. On April
23, 2004, the Board approved a new Distribution Agreement (the "New Distribution
Agreement") with the U.S. Distributor effective April 23, 2004 through June 30,
2004, and on June 4, 2004, the Board approved the continuance of the New
Distribution Agreement for another one-year period commencing July 1, 2004. The
terms of the Distribution Agreement being submitted for shareholder approval are
the same as the terms of the Distribution Agreement approved by the Board on
April 23, 2004 and which is currently in effect.

EVALUATION BY THE BOARD OF TRUSTEES

At its June 4, 2004 meeting, the Board of Trustees of the Trust, including
the Independent Trustees, voted to mark, sign, daterecommend that Class J shareholders of the
Fund approve the Distribution Agreement for the period from November 1, 2003
through April 23, 2004 and mail the enclosed proxy card(s)release of escrowed fees payable thereunder.
Shareholder approval is not required for the New Distribution Agreement and
sales charges payable under the New Distribution Agreement have not been and
will not be escrowed. In connection with its review of the Agreement, the Board
requested and reviewed, with the assistance of counsel to the Independent
Trustees, materials furnished by the U.S. Distributor. These materials included
financial statements as well as other written information regarding the U.S.
Distributor and its personnel, operations, financial condition and
profitability. The Board also

considered comparative fee information concerning other investment companies
distributed in Japan. The Board concluded that the U.S. Distributor has the
resources, staff, knowledge and commitment to carry out its distribution
obligations and has adequate compliance procedures in place with respect to
sales practices.

DESCRIPTION OF DISTRIBUTION AGREEMENT

The following paragraphs briefly describe the terms of the Distribution
Agreement, which are the same as those of the New Distribution Agreement. For a
complete understanding of the Distribution Agreement, please refer to the form
of Distribution Agreement provided as Appendix A.

The U.S. Distributor serves as the general distributor of Class J shares of
the Fund pursuant to an Amended and Restated Distribution Agreement initially
dated December 7, 1999. Under the Distribution Agreement, the U.S. Distributor
has the right to purchase Class J shares of the Fund from the Trust at their net
asset value and to sell such Class J shares to the public against orders
therefor at the net asset value of the shares plus any applicable sales charge
as set forth in the enclosed envelope(s)current prospectus of the Fund. The U.S. Distributor shall
use reasonable efforts to sell Class J shares of the Fund but is not obligated
to sell any specific number of shares.

For its services as general distributor of the Class J shares of the Fund,
the U.S. Distributor receives a distribution fee at the rate set forth in the
Rule 12b-1 Plan (discussed below) and is entitled to retain the sales charges
collected on the sales of Class J shares of the Fund. For the fiscal year ended
September 30, 2003, the U.S. Distributor received $1,196,863 in underwriting
commissions in conjunction with the sale of Class J shares of the Fund. The U.S.
Distributor bears the cost of making information about the Fund available
through advertising and other means and the cost of printing and mailing the
prospectus to persons other than shareholders. The Fund pays the cost of
registering and qualifying the Class J shares under state and federal securities
laws and distributing its prospectus to existing shareholders.

The Distribution Agreement, like the New Distribution Agreement, states
that it is to continue in effect for successive one-year periods, provided that
each such continuance is specifically approved (i) by the vote of a majority of
the entire Board of Trustees and (ii) by the vote of a majority of the
Independent Trustees, in each case cast in person at a meeting called for that
purpose. The Distribution Agreement may be terminated at any time with respect
to the Fund on 60 days' written notice to the U.S. Distributor without payment
of any penalty by vote of a majority of the Trust's Board of Trustees or by vote
of a majority of the outstanding voting securities of the Fund's Class J shares.
The Distribution Agreement also states that it may be terminated by the U.S.
Distributor on 90 days' written notice to the Trust. The Distribution Agreement
was replaced by the New Distribution Agreement on April 23, 2004.

Pending shareholder vote on the Distribution Agreement, the U.S.
Distributor will hold in escrow the amounts of the sales charges retained by telephone the
U.S. Distributor for sales of the Class J shares during the period from November
1, 2003 through April 23, 2004, which total approximately $514,619. Upon
shareholder approval, these escrowed sales charges will be released to the U.S.
Distributor. If shareholders do not approve the proposal, sales charges escrowed
for the period from November 1, 2003 through April 23, 2004 will be returned to
shareholders who purchased shares during that period. However, as noted

above, sales charges payable under the New Distribution Agreement have not been
and will not be escrowed and will continue to be paid to the U.S. Distributor
whether or not the proposal is approved.

THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE CLASS J SHAREHOLDERS OF
THE FUND VOTE TO APPROVE THE DISTRIBUTION AGREEMENT AND THE RELEASE OF ESCROWED
FEES PAYABLE THEREUNDER.

II. PROPOSAL 2: APPROVAL OF A RULE 12B-1 PLAN

As noted above, the Board of Trustees of the Trust, including a majority of
the Independent Trustees, also is recommending that Class J shareholders of the
Fund approve the Rule 12b-1 Plan and the release of escrowed fees payable
thereunder. If the Class J shareholders of the Fund approve the proposal, the
Rule 12b-1 Plan will be effective for the period beginning November 1, 2003. No
changes in the terms of the Rule 12b-1 Plan from the Plan in effect on October
31, 2003 are being proposed.

EVALUATION BY THE BOARD OF TRUSTEES

At its June 4, 2004 meeting, the Board of Trustees of the Trust, including
the Independent Trustees, voted to approve the Rule 12b-1 Plan for the period
beginning November 1, 2003 and the release of escrowed fees payable thereunder,
subject to shareholder approval. In addition, at that meeting, the Trustees,
including the Independent Trustees, voted to approve the continuance of the Rule
12b-1 Plan for the one-year period beginning July 1, 2004, subject to the
approval by shareholders of the Rule 12b-1 Plan for the period beginning
November 1, 2003. Finally, the Trustees also voted to recommend that the Class J
shareholders of the Fund approve the Rule 12b-1 Plan and the release of escrowed
fees payable thereunder. In connection with its review of the Rule 12b-1 Plan,
the Board requested and reviewed, with the assistance of its own legal counsel,
materials furnished by the U.S. Distributor. These materials included
information about how the distribution and service fees charged under the Rule
12b-1 Plan create an incentive for financial intermediaries and
Japanese-licensed securities companies to promote the sale of Class J shares and
help retain shareholders in the Fund. The Board considered other factors as
well, including the merits of possible alternative plans; the interrelationship
between the Rule 12b-1 Plan and the activities of other persons, including
whether any payments by the Fund are made to such other persons as to constitute
the indirect financing of the distribution of Fund shares; the possible benefits
of the Rule 12b-1 Plan to any other person relative to those expected to inure
to the Fund; the effect of the Rule 12b-1 Plan on existing shareholders; and
whether the Rule 12b-1 Plan has produced the anticipated benefits for the Fund
and its Class J shareholders. Based on its consideration of these factors, among
others, the Board concluded that the Rule 12b-1 Plan is reasonably likely to
benefit fund shareholders and that the amounts paid under the Rule 12b-1 Plan
are reasonable in light of the distribution services that are performed.

DESCRIPTION OF THE RULE 12B-1 PLAN

The following paragraphs briefly describe the terms of the Rule 12b-1 Plan.
For a complete understanding of the Rule 12b-1 Plan, please refer to the form of
Rule 12b-1 Plan provided as Appendix B.

The Trust has adopted a service and distribution plan under Rule 12b-1 of
the Investment Company Act of 1940, as amended, that allows the Fund to pay the
U.S. Distributor, for its services as general distributor of the Class J shares
of the Fund, a monthly service fee at an annual rate not to exceed 0.25% of the
Fund's average net assets attributable to Class J shares and a monthly
distribution fee (the "Distribution Fee") at an annual rate not to exceed 0.50%
of the Fund's average net assets attributable to Class J shares. For the fiscal
year ended September 30, 2003, the Fund paid the U.S. Distributor $661,138 in
service fees and $1,322,275 in Distribution Fees (which collectively represented
0.75% of the average net assets of the Fund).

The U.S. Distributor may pay all or any portion of the service fee to
securities dealers or other organizations (including affiliates of the
Distributor) as service fees pursuant to agreements with such organizations for
providing personal services to investors in the Class J shares of the Fund
and/or the Internet so youmaintenance of shareholder accounts. The U.S. Distributor may pay all
or any portion of the Distribution Fee to securities dealers or other
organizations (including affiliates of the U.S. Distributor) as commissions,
asset-based sales charges or other compensation with respect to the sale of
Class J shares of the Fund, and may retain all or any portion of the
Distribution Fee as compensation for the U.S. Distributor's services as
principal underwriter of the Class J shares.

The Rule 12b-1 Plan is to continue in effect for successive one-year
periods, provided that each such continuance is specifically approved (i) by the
vote of a majority of the entire Board of Trustees and (ii) by the vote of a
majority of the Independent Trustees, in each case cast in person at a meeting
called for that purpose. The Board has approved the continuance of the Rule
12b-1 Plan for the one-year period beginning July 1, 2004, although such
continuance is contingent upon shareholder approval of this proposal. The Rule
12b-1 Plan may be terminated at any time with respect to the Fund on 60 days'
written notice to the U.S. Distributor by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding voting securities of the
Fund's Class J shares. The Board of Trustees reviews quarterly written reports
of costs incurred under the Rule 12b-1 Plan.

Pending shareholder approval of the Rule 12b-1 Plan, the U.S. Distributor
will hold in escrow the Distribution Fees paid by the Class J shareholders of
the Fund for the period from November 1, 2003 until such time as shareholders
approve the proposal. Upon shareholder approval, these escrowed Distribution
Fees, which for the period from November 1, 2003 through May 31, 2004 total
approximately $1,013,317, will be represented atreleased to the meeting.U.S. Distributor. If
shareholders do not approve the proposal, the escrowed Distribution Fees will be
paid to the Fund, the Rule 12b-1 Plan will be deemed to have terminated on
October 31, 2003 and the Fund no longer will be making payments under the Rule
12b-1 Plan. If the Fund is unable to make payments under the Rule 12b-1 Plan, it
is possible that brokers that currently are supported by those payments may no
longer

SPECIAL MEETINGcontinue to provide the same level of shareholder services to Class J
shareholders.

THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE CLASS J SHAREHOLDERS LOOMIS SAYLES FUNDSOF
THE FUND VOTE TO APPROVE THE RULE 12B-1 PLAN AND THE RELEASE OF ESCROWED FEES
PAYABLE THEREUNDER.

III. OTHER INFORMATION

ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR.

Loomis, Sayles & Company, L.P. is the investment adviser to the Fund.
Loomis Sayles Distributors, L.P. is the principal underwriter for the Class J
shares of the Fund. CDC IXIS Asset Management Distributors, L.P. ("CDC IXIS
Distributors"), an affiliate of Loomis, Sayles & Company, L.P., is the principal
underwriter for the Fund's other classes of shares. CDC IXIS Asset Management
Services, Inc. ("CDC IXIS Services"), an affiliate of Loomis, Sayles & Company,
L.P. and Loomis Sayles Distributors, L.P., is the Fund's administrator and also
serves as the transfer and shareholder servicing agent for the Fund's other
share classes. The address of Loomis, Sayles & Company, L.P. and Loomis Sayles
Distributors, L.P. is One Financial Center, Boston, Massachusetts 02111

PROXY STATEMENT02111. The
enclosed proxyaddress of CDC IXIS Distributors and CDC IXIS Services is solicited by399 Boylston Street,
Boston, Massachusetts 02116.

Because they hold positions with the U.S. Distributor and/or its
affiliates, certain of the Fund's Trustees may be deemed to have a material
direct or indirect interest in the subject matter of the Proposals. These
Trustees are (i) Mr. Peter S. Voss, who is Director of CDC IXIS Services, an
affiliate of the U.S. Distributor; Director of CDC IXIS Asset Management
Distribution Corporation ("CDC IXIS Distribution Corporation"), an affiliate of
the U.S. Distributor; Director and Chairman of CDC IXIS Asset Management
Associates, Inc., an affiliate of the U.S. Distributor; Director of Loomis,
Sayles Funds (the
"Trust") for use at a special meeting of shareholders& Company, Inc., an affiliate of the Trust (the
"Meeting") to be held at its offices on May 14, 2003U.S. Distributor; and at any adjournments
thereof, forDirector and
Member of the purposes set forth inExecutive Board of CDC IXIS Asset Management, the accompanying Noticeparent company
of Special
Meetingthe U.S. Distributor; (ii) Mr. Robert J. Blanding, who is President,
Chairman, Director and Chief Executive Officer of Shareholders. OnlyLoomis, Sayles & Company,
L.P.; and (iii) Mr. John T. Hailer, who is Director and Executive Vice President
of CDC IXIS Distribution Corporation and President and Chief Executive Officer
of CDC IXIS Distributors. The Board currently consists of three interested
Trustees (listed above) and eight Independent Trustees.

OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS.

Class J shareholders of record at the close of business on February 26, 2003 (the "Record Date")June 30, 2004
are entitled to notice of and to vote at the meeting or
atMeeting and any adjourned session thereof. As ofsession.
Appendix C to this Proxy Statement lists for the Record Date, there were issued and
outstanding 218,971,818.952 shares ofFund the Trust consisting of the followingtotal number of shares
of eachClass J outstanding as of June 10, 2004. It also identifies holders, as of
June 10, 2004, of more than 5% of Class J shares of the classesFund, and contains
information about the shareholdings in the Fund of the following series (the "Funds"):

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

Loomis Sayles Aggressive Growth Fund
Institutional Class.................. 1,295,403.573
Retail Class......................... 2,144,488.466
Admin Class.......................... 221,424.778
Loomis Sayles Bond Fund
Institutional Class.................. 128,390,853.133
Retail Class......................... 7,179,610.328
Admin Class.......................... 736,213.056
Loomis Sayles Global Bond Fund
Institutional Class.................. 5,169,816.415
Retail Class......................... 1,576,369.832
Loomis Sayles Growth Fund
Institutional Class.................. 5,930,878.242
Retail Class......................... 143,368.767
Admin Class.......................... 4,759.429
Loomis Sayles International Equity Fund
Institutional Class.................. 5,131,045.766
Retail Class......................... 162,830.490
Admin Class.......................... 121,418.704
Loomis Sayles Investment Grade Bond Fund
Institutional Class.................. 769,112.813
Retail Class......................... 7,030.034
Admin Class.......................... 1,058.290
Class J.............................. 20,499,400.000
Loomis Sayles Managed Bond Fund......... 1,058,940.000

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

Loomis Sayles Research Fund
Institutional Class....................... 2,942,476.237
Retail Class.............................. 5,985.433
Loomis Sayles Small Cap Growth Fund
Institutional Class....................... 5,043,903.903
Retail Class.............................. 4,901,790.629
Admin Class............................... 154,715.594
Loomis Sayles Small Cap Value Fund
Institutional Class....................... 13,413,483.216
Retail Class.............................. 5,564,797.646
Admin Class............................... 1,294,813.795
Loomis Sayles U.S. Government Securities Fund
Institutional Class....................... 1,037,961.914
Loomis Sayles Value Fund
Institutional Class....................... 2,935,571.296
Loomis Sayles Worldwide Fund
Institutional Class....................... 1,132,297.173

Each whole share is entitled to one vote as to any matter on which it is
entitled to voteTrustees 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 Summaryexecutive officers of the Proposal, the
Notice of Special Meeting of Shareholders, the Proxy Card(s) and this Proxy
Statement are being mailed to shareholders of recordFund as of June 10, 2004.

INFORMATION ABOUT THE OWNERSHIP OF THE DISTRIBUTOR

THE DISTRIBUTOR. Loomis Sayles Distributors, L.P., the Record Date on
or about March 24, 2003. A copyU.S. Distributor, is
a limited partnership organized under the laws of the Annual ReportState of Delaware. Its
sole general partner, Loomis, Sayles & Company, Inc., is a wholly owned
subsidiary of CDC IXIS Asset Management Holdings, Inc. ("CDC IXIS Holdings"),
which in turn is a wholly owned subsidiary of CDC IXIS Asset Management North
America, L.P. ("CDC IXIS North America"). CDC IXIS North America is ultimately
owned by three large affiliated French financial services firms: the Trust for its
fiscal year ended September 30, 2002, includingCaisse des
Depots et Consignations ("CDC"); the Caisse Nationale des Caisses d'Epargne, a
financial statements, can be
obtained without chargeinstitution owned by writing toCDC and by affiliated French savings banks known
as the Caisses d'Epargne; and by CNP Assurances, a leading French life insurance
company. The registered office of CDC is 56, rue de Lille, 75007 Paris, France.
The registered address of Caisse Nationale des Caisses d'Epargne is 5, rue
Masseran, 75007 Paris, France. The registered address of CNP Assurances is 4,
place Raoul Dautry, 75015 Paris, France.

The 15 principal subsidiary or affiliated asset management firms of CDC
IXIS North America collectively had approximately $148 billion in assets under
management or administration as of December 31, 2003.

The principal executive officer of Loomis Sayles Distributors, L.P. is John
F. Gallagher. Mr. Gallagher also is a Director and the Head of Sales & Marketing
at Loomis, Sayles & Company, L.P. atThe address of Loomis, Sayles & Company, Inc.
and Mr. Gallagher is One Financial Center, Boston, Massachusetts 02111 or by calling (800) 633-3330.

Shares represented by duly executed02111. The
address of CDC IXIS Holdings and CDC IXIS North America is 399 Boylston Street,
Boston, Massachusetts 02116.

INFORMATION ABOUT PROXIES AND THE CONDUCT OF THE MEETING

SOLICITATION OF PROXIES. None of the costs of the Meeting, including the
costs of soliciting proxies, if any, will be voted forborne by the election
of the nominees named herein as Trustees, unlessFund. All such authority has been
withheld. If no instructions are made, the proxycosts
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 receivedpaid by the Secretary of the Trust, by properly executing a
later-dated proxy or by attending the MeetingU.S. Distributor and voting in person.its affiliates. Proxies will be
solicited primarily by mailing this Proxy Statement and its enclosures, but
supplementary solicitationsproxies may also be made by mail,solicited through further mailings, telephone telegraphcalls,
personal interviews or personal interviewe-mails by officers of the Trust orFund, by
officers, employees or agents
of the Funds' investment advisor, Loomis, Sayles
& Company, L.P. ("Loomis Sayles")U.S. Distributor or CDC IXIS North America and its affiliates. In addition, D.F. King &
Co., Inc.affiliated companies,
and Equiserve, Inc. have been retained to assistby Japanese securities dealers in Japan that promote the solicitationsale of proxies at a cost which is not expected to exceed $100,000, plus any
reimbursement for their out-of-pocket expenses. The costClass J
shares of the solicitation
will be borneFund.

VOTING PROCESS. You can vote by Loomis Sayles.

I. ELECTION OF TRUSTEES

The Trustees have fixed at thirteen(i) completing and returning the number of Trustees for electionenclosed
proxy card; or (ii) casting your vote in person at the Meeting.

Joseph Alaimo, Edward A. Benjamin, Robert J. Blanding and Paul G.
Chenault are the only nominees that are presently TrusteesShareholders who owned Class J shares of the Trust. EachFund on the Record Date are
entitled to vote at the Meeting. Class J Shareholders are entitled to cast one
vote for each share, and a proportionate fractional vote for each fractional
share, owned on the Record Date. If you choose to vote by mail, and you are an
individual account owner, please sign exactly as your name appears on the proxy
insert. Either owner of a joint account may sign the proxy insert, but the
signer's name must exactly match the name that appears on the card. Shares
represented by duly executed and timely proxies will be voted as instructed on
the proxy. If no instructions are given, the proxy will be voted in favor of the

nominees8

relevant proposal. If you mail the enclosed proxy and no choice is alsoindicated for
a nominee for election as a trusteeproposal listed in the attached Notice of Loomis Sayles
Investment Trust, a separate groupMeeting, your proxy will be voted in
favor of mutual funds also advised by Loomis
Sayles ("LSIT" and together with the Trust, the "Loomis Sayles Fund Complex").
Furthermore, Messrs. Benjamin, Blanding and Chenault are expected tothat proposal. At any time before it has been voted, your proxy may be
appointed as trusteesrevoked in one of the CDC Nvest Funds Complex,/1/following ways: (i) by sending a separate familysigned, written letter of
funds that, except forrevocation to 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 TrusteesSecretary of the Trust, is intended(ii) by properly executing a
later-dated proxy, or (iii) by attending the Meeting, requesting return of any
previously delivered proxy and voting in part to effect a
consolidationperson.

TABULATION OF PROXIES. Votes cast in person or by proxy at the Meeting will
be counted by persons appointed by the Fund as tellers for the Meeting (the
"Tellers"). Forty percent (40%) of the boards of trusteesClass J shares of the CDC Nvest Funds Complex andFund outstanding on
the Loomis Sayles Fund Complex (the "CDC-Loomis Fund Complex"). The board
consolidation may be followedRecord Date, present in person or represented 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 provideproxy, constitutes quorum
for the annual electiontransaction 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 electedbusiness by the shareholders that vacancy may only be filled by a
vote of the shareholders.Fund at the Meeting.
In addition, Trustees maydetermining whether quorum is present, the Tellers will count shares
represented by proxies that reflect abstentions, and "broker non-votes," as
shares that are present and entitled to vote. Since these shares will be removedcounted
as present, but not as voting in favor of any proposal, these shares will have
the same effect as if they cast votes against the proposal. "Broker non-votes"
are shares held by brokers or nominees as to which (i) the broker or nominee
does not have discretionary voting power and (ii) the broker or nominee has not
received instructions from office by a
written consent signed bythe beneficial owner or other person who is entitled
to instruct how the shares will be voted.

REQUIRED VOTE. The vote required to approve each proposal is the lesser of
(1) 67% of the Class J shares of the Fund that are present at the Meeting, if
the holders of two-thirdsmore than 50% of the outstandingClass J shares of the Trust and filed with the Trust's custodian, or by voteFund outstanding as of
the holders of
two-thirdsRecord Date are present or represented by proxy at the Meeting, or (2) more
than 50% of the outstandingClass J shares of the Trust at a meeting duly called for
such purpose, which meeting shall be held uponFund outstanding on the written request ofRecord Date. If
the shareholders holding not less than 10% of the Trust's outstanding shares.
- --------
/1/ The CDC Nvest Funds Complex is composed of the following six trusts: CDC
Nvest Funds Trust I, which consists of 15 separate series, CDC Nvest Funds
Trust II, which consists of 5 separate series, CDC Nvest Funds Trust III,
which consists of 3 separate series, CDC Nvest Companies Trust I, which
consists of 1 series, CDC Nvest Cash Management Trust, which consists of 1
series and CDC Nvest Tax Exempt Money Market Trust, which consists of 1
series.

In connection with the October 30, 2000 acquisition of Loomis Sayles' parent
companies by its current parent company, at least 75% of the Board of Trustees
of the Trust must be comprised of Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust or Loomis Sayles ("Independent Trustees")
for a period of three years following the acquisition (i.e. until October 30,
2003) for such acquisition to fall within the "safe harbor" afforded by Section
15(f) of the 1940 Act (relating to the receipt of compensation in connection
with the sale of a mutual fund advisory business). Since each of Mr. Alaimo,
Mr. Benjamin and Mr. Chenault is a current Independent Trustee, the Board of
Trustees currently satisfies this requirement. Likewise, if the thirteen
nominees for election as Trustees (Messrs. Alaimo, Allison, Benjamin, Blanding,
Cain, Chenault, Cowan, Darman, Hailer, Shane, Voss and White and Ms. Moose (the
"Nominees")) are elected as Trustees, Messrs. Alaimo, Allison, Benjamin, Cain,
Chenault, Cowan, Darman, Shane and White and Ms. Moose would be Independent
Trustees, so that the Board of Trustees would continue to satisfy this
requirement.

Set forth below are the names of the Nominees together with certain
information about them:

Nominees for Interested Trustee*

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

Robert J. Blanding*** Trustee and Less than 1 President, 22++ 0
555 California Street, President Year Chairman, Director
San Francisco, CA (Formerly, (Served as and Chief Executive
(55 Years Old) Executive Executive Officer, Loomis
Vice President Vice Sayles
and Vice President
President) for 6 Years
and Vice
President
for 5 Years)

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

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

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

Nominees for Disinterested Trustee

Joseph Alaimo****** Trustee 3 Years Chairman, 22 Formerly,
N. Bank Lane, Wayne Hummer Director,
Lake Forest, Illinois Investment Trust Wintrust
(72 Years Old) Financial
Corporation

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

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

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

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

Paul G. Chenault Trustee 3 Years Retired; formerly, 22++ Director,
5852 Pebble Beach Way Trustee of Variable Mailco Office
San Luis Obispo, Investors Series Products, Inc.
CA 93401 Trust. From August
(68 Years Old) 1997 to September
1997, Vice
President of Loomis
Sayles and prior to
October 1995,
Senior Vice
President and Chief
Investment Officer,
XL Capital Ltd.,
Hamilton, Bermuda

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

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

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

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

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

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

- --------
+ Assumes election to the boards of trustees of the Loomis Sayles Fund
Complex.
* "Interested persons" (as defined in the 1940 Act) of the Trust.
** Each Trustee serves for an indefinite term in accordance with the Trust's
Agreement and Declaration of Trust until the date the Trustee dies,
resigns or is removed, or, if sooner, until the election and
qualification of the Trustee's successor.
*** Mr. Blanding is deemed an "interested person" of the Trust and Loomis
Sayles by virtue of his position as an officer and director of Loomis
Sayles.
**** Mr. Hailer is deemed an "interested person" of the Trust and Loomis
Sayles by virtue of his position as an officer and director of CDC IXIS
Asset Management Distributors, L.P.
***** Mr. Voss is deemed an "interested person" of the Trust and Loomis Sayles
by virtue of his position as an officer and director of Loomis Sayles.
******If elected as Trustees, Messrs. Alaimo and White are expected to retire
by December 31, 2003.

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

Nominees for Interested Trustee:

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

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

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

Nominees for Disinterested Trustee:

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

Loomis Sayles
Aggressive
Growth
Fund none none none none none none none none none none
Loomis Sayles
Bond Fund none none none none none none none none none none
Loomis Sayles
Global
Bond Fund none none none none none none none none none none
Loomis Sayles
Growth
Fund none none none none none none none none none none
Loomis Sayles
International
Equity
Fund none none none none none none none none none none
Loomis Sayles
Investment
Grade Bond
Fund none none none none none none none none none none
Loomis Sayles
Managed
Bond Fund none none none none none none none none none none
Loomis Sayles
Research $10,001-
Fund none none none none $50,000 none none none none none
Loomis Sayles
Small Cap
Growth
Fund none none none none none none none none none none
Loomis Sayles
Small Cap $10,001-
Value Fund none none none none $50,000 none none none none none
Loomis Sayles
U.S.
Government
Securities
Fund none none none none none none none none none none
Loomis Sayles
Value Fund none none none none none none none none none none
Loomis Sayles
Worldwide
Fund none none none none none none none none none none

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

Each Trustee whorequired vote 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
reimbursedobtained for travel expenses in connection with attendance at meetings.
Currently, these fees are allocated ratably among all the funds in the Loomis
Sayles Fund Complex. It is expected that following the consolidation of the
boards of trustees of the CDC Nvest Funds Complex and the Loomis Sayles Fund
Complex, these fees will be increased in recognition of the increased
responsibilities ofany proposal, the Trustees and will be allocated ratably among all the
funds in the CDC-Loomis Fund Complex. The Trust pays no compensationconsider
what other actions to its
officers or to Trustees who are "interested persons" (as defined in the 1940
Act) of the Trust.

The following table sets forth the compensation received by the Trustees
during fiscal year 2002:

Compensation Table
For the Fiscal Year Ended September 30, 2002

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

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

- --------
* On October 15, 2002, new members of the Board of Trustees were elected to
succeed Messrs. Fuss, Holway, and Murray. The newly elected Trustees, Robert
J. Blanding (Interested Trustee) and Edward A. Benjamin (Independent
Trustee) received no compensation from the Trust during the fiscal year
ended September 30, 2002.
** Total compensation figures include compensation received from the series of
the New England Zenith Fund advised by Loomis Sayles and its affiliates
(four prior to May 1, 2002, two thereafter).

The Trustees of the Trust who are Independent Trustees perform the functions
of audit, nominating and governance and contract review committees. Their
responsibilities as such include review of financial and accounting controls
and procedures; recommendations as to the selection of the independent
accountants; review of the scope of the audit; review of financial statements
and audit reports; and review of the independence of the independent
accountants and approval of fees and assignments relating to all activities of
the independent accountants on the Trust's behalf. In addition, the Independent
Trustees have responsibility for the nomination of other Independent Trustees,
and review and make recommendations to the Board as to contracts requiring
approval of a majority of the Independent Trustees and any other contracts
which may be referred to them by the Board. During the most recently completed
fiscal year, in performing the functions of the audit committee, the
Independent Trustees met twice, in performing the functions of the nominating
and governance committee, the Independent Trustees met twice and in performing
the functions of the contract review committee, the Independent Trustees met
twice.

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

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

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

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

LOOMIS SAYLES RESEARCH FUND
Paul G. Chenault.............................. 5,000 *
All Nominees and executive officers as a group 133,203 4.7%
LOOMIS SAYLES SMALL CAP GROWTH FUND
Robert J. Blanding............................ 57,653 *
John T. Hailer................................ 5,322 *
Peter S. Voss................................. 5,343 *
All Nominees and executive officers as a group 102,759 1.5%
LOOMIS SAYLES SMALL CAP VALUE FUND
Robert J. Blanding............................ 24,053 *
Paul G. Chenault.............................. 1,500 *
John T. Hailer................................ 7,234 *
All Nominees and executive officers as a group 70,578 *
LOOMIS SAYLES VALUE FUND
Robert J. Blanding............................ 3,925 *
All Nominees and executive officers as a group 32,998 1.1%
LOOMIS SAYLES U.S. GOVERNMENT SECURITIES
FUND
All Nominees and executive officers as a group 24,080 2.7%
LOOMIS SAYLES WORLDWIDE FUND
All Nominees and executive officers as a group 63,385 5.7%

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

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

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 weretake 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.

II.Fund.

ADJOURNMENTS; OTHER INFORMATION

The following table lists the executive officers of the Trust, their ages,
addresses and the length of time such person served as an executive officer of
the Trust. Each such person has been elected to the indicated office of the
Trust by the Trustees of the Trust. Each officer's principal occupation for the
past five years is listed; similar prior positions within the same company are
omitted.

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

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

* Each executive officer serves for an indefinite term in accordance with the
current By-Laws of the Trust until the date his or her successor is elected
and qualified, or until he or she sooner dies, resigns, is removed or
becomes disqualified.
** Except as indicated, the address of each executive officer is One Financial
Center, Boston, Massachusetts 02111.

Christopher R. Ely Vice President 6 years Vice President and Director,
(47 Years Old) Loomis Sayles.
Philip C. Fine Vice President 6 years Vice President, Loomis Sayles.
(53 Years Old)
Daniel J. Fuss Executive Less than 1 Vice Chairman, Director,
(69 Years Old) Vice President year (served as Loomis Sayles.
(Formerly, President for 8
President) years)
Kathleen C. Gaffney Vice President 6 years Vice President, Loomis Sayles.
(41 Years Old)
Joseph R. Gatz Vice President 3 years Vice President, Loomis Sayles.
39533 Woodward Ave. Formerly, Portfolio Manager,
Bloomfield Hills, Michigan Bank One Investment Advisers
(41 Years Old) Corporation.
Dean A. Gulis Vice President 3 years Vice President, Loomis Sayles.
1533 Woodward Ave.
Bloomfield Hills, Michigan
(47 Years Old)
Robert G. Ix Vice President Less than 1 Vice President, Loomis Sayles.
(38 Years Old) year Formerly, Portfolio Manager at
The Bank of New York
Steven Kaseta Vice President 1 year Vice President, Loomis Sayles.
(48 Years Old)
Lauriann Kloppenburg Vice President 2 years Vice President, Loomis Sayles.
(42 Years Old)
Warren Koontz Vice President 2 years Vice President, Loomis Sayles.
(41 Years Old)
Eswar Menon Vice President 3 years Vice President, Loomis Sayles.
555 California Street, Formerly, Portfolio Manager at
San Francisco, California Nicholas Applegate Capital
(39 Years Old) Management.

Alex Muromcew Vice President 3 years Vice President, Loomis
555 California Street, Sayles. Formerly, Portfolio
San Francisco, California Manager at Nicholas
(39 Years Old) Applegate Capital
Management.
Nicholas H. Palmerino Assistant 6 years Senior Vice President, CDC
(38 Years Old) Treasurer IXIS Asset Management
Services, Inc. Formerly, Vice
President, Loomis Sayles.
Bruce G. Picard, Jr. Vice President 5 years Vice President, Loomis
(33 Years Old) Sayles.
Lauren B. Pitalis Vice President 5 years Vice President, Loomis
(42 Years Old) Sayles.
David Rolley Vice President 2 years Vice President, Loomis
(50 Years Old) Sayles.
Richard D. Skaggs Vice President 3 years Vice President, Loomis
(47 Years Old) Sayles.
David L. Smith Vice President 6 years Vice President, Loomis
(43 Years Old) Sayles.
Daniel G. Thelen Vice President 2 years Vice President, Loomis
39533 Woodward Ave. Sayles.
Bloomfield Hills, Michigan
(45 Years Old)
Sandra P. Tichenor Vice President 6 years General Counsel, Executive
555 California Street Vice President, Secretary,
San Francisco, California Clerk and Director, Loomis
(53 Years Old) Sayles.

John Tribolet Vice President 3 years Vice President, Loomis Sayles.
555 California Street Formerly, Portfolio Manager at
San Francisco, California Nicholas Applegate Capital
(32 Years Old) Management, MBA student at
the University of Chicago, and
investment banker, most recently
at PaineWebber, Inc.
Jeffrey W. Wardlow Vice President 11 years Vice President, Loomis Sayles.
(42 Years Old)
Gregory B. Woodgate Assistant 2 years Vice President, Loomis Sayles.
(32 Years Old) Treasurer

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.

As of February 26, 2003, the following persons owned beneficially (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) or of
record 5% or more of the outstanding shares of the indicated classes of the
following Funds:

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

INSTITUTIONAL CLASS SHARES

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

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

Jupiter & Co. P.O. Box 9130 188,002.102 14.51%
c/o Investors Bank & Trust c/o Investors Bank & Trust
FPG 90
Boston, MA 02117
LOOMIS SAYLES BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery Street 63,039,370.784 49.10%
San Francisco, CA 94104

National Financial Services Corp. 200 Liberty St. 16,767,468.623 13.06%
FEBO Customers One World Financial Center
New York, NY 10281
LOOMIS SAYLES GLOBAL BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,628,399.866 31.50%
San Francisco, CA 94104

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

National Financial Services Corp. 200 Liberty St. 804,572.247 15.56%
FEBO Customers One World Financial
Center
New York, NY 10281

Northern Trust Company PO Box 92956 621,672.297 12.03%
FBO Desert State Employers Chicago, IL 60675

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

San Diego Transit Pension Plan P.O. Box 2511 318,028.084 6.15%
San Diego, CA 92112
LOOMIS SAYLES GROWTH FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 2,785,040 46.96%
San Francisco, CA 94104

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

LOOMIS SAYLES INTERNATIONAL EQUITY FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,634,720.058 31.86%
San Francisco, CA 94104

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

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

MGAM International Equity LLC 1125 S 103rd Street 470,360.023 9.17%
Suite 450
Omaha, NE 68124
LOOMIS SAYLES INVESTMENT GRADE BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 362,707.983 47.16%
San Francisco, CA 94104

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

State Street Bank & Trust Company 412 Blair Ave 43,436.294 5.65%
Custodian for the IRA FBO Willard S. Piedmont, CA 94611
Webber

National Financial Services Corp 200 Liberty St. 70,161.928 9.12%
FEBO Customers One World Financial Center
New York, NY 10281
LOOMIS SAYLES RESEARCH FUND

Charles Schwab & Co., Inc. 101 Montgomery St. 2,351,116.896 79.90%
San Francisco, CA 94104

Asbestos Workers Local #84 Pension 36 East Warner Rd. 263,291.976 8.95%
Fund Akron, OH 44319
CDC IXIS 399 Boylston St. 202,175.686 6.87%
c/o CDC IXIS Asset Boston, MA 02116
Management North America
LOOMIS SAYLES SMALL CAP GROWTH FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 999,545.232 19.82%
San Francisco, CA 94104
Carey & Co 7 Easton Oval 300,701.991 5.96%
Columbus, OH 43219

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

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

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

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

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

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

National Financial Services Corp. FEBO Attn: Mutual Funds 118,505.602 11.42%
Customers Department Fifth Floor
200 Liberty Street
One World Financial Center
New York, NY 10281
LOOMIS SAYLES VALUE FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,077,902.812 36.72%
San Francisco, CA 94104

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

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

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

RETAIL CLASS SHARES

LOOMIS SAYLES AGGRESSIVE GROWTH FUND
Chase Manhattan Bank 4 New York Plaza 867,260.474 40.44%
Direct Trustee for MetLife Defined New York, NY 10004
Contribution Group

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

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

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

The Chicago Trust Company, 171 North Clark Street 258,567.980 12.06%
TTEE Industries 401K Chicago, IL 60601
LOOMIS SAYLES BOND FUND

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

IMS Co. P.O. Box 3865 486,096.596 6.77%
Englewood, CO 80155

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

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

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

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

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

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

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

Orangewood Childrens Foundation 12822 Garden Grove 24,472.858 15.03%
Boulevard, Suite A
Garden Grove, CA 92843

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

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

Susan Bourgeois 8808 Basswood 959.756 13.65%
Richmond, VA 23229

State Street Bank 633 Blackmore Ct. 4,546.791 64.00%
Cust. for IRA FBO Marco Island, FL 34145
Sumer Aygen

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

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

MetLife Trust Company 1 Crossroads Dr. 285,896.290 5.83%
Bedminster, NJ 07921

Retirement System Board of Trustees FBO Soonersave Plan 457 858,299.196 17.51%
TTEE Oklahoma Public Employers c/o Great-West
8515 E. Orchard Road #2T2,
Englewood, CO 80111

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

Chase Manhattan Bank Trustee MetLife 770 Broadway 10th Floor 731,902.726 13.15%
Defined Contribution Group New York, NY 10003

MetLife Defined Contribution Group 2 Montgomery Street 365,177.015 6.56%
Jersey City, NJ 07302-3802

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

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

Putnam Fiduciary Trust Investors Way 378,197.536 6.80%
FBO IDX Systems Corp. Norwood, MA 02062

ADMIN CLASS SHARES

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

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

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

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 179,141.589 13.84%
Client Account New York, NY 10010

LOOMIS SAYLES INVESTMENT GRADE FUND BOND FUND (CLASS J SHARES)
Marusan Securities Co., Ltd. 2-5-2 Nihonbashi, 18,214,000.000 88.85%
Chuo-ku, Tokyo, Japan
Mitsubishi Securities 27-1, Shinkawa 2-Chome 1,668,800.000 8.14%
Chuo-ku, Tokyo, Japan
LOOMIS SAYLES MANAGED BOND FUND
Mitsubishi Securities Co., Ltd. 27-1, Shinkawa 2-Chome, 1,058,940.000 100.00%
Chuo-ku, Tokyo, Japan
BUSINESS. In the event that a quorum is not present for
purposes of acting on a proposal, or if sufficient votes in favor of the election of any of the
Nomineesa proposal
are not received by May 14, 2003,the time of the Meeting, the persons named as proxies may
propose that the Meeting be adjourned one or more adjournments of the Meetingtimes 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 any
such adjournment thoseall proxies whichthat they are entitled to vote in favor of the
election of all of the Nominees.any
proposal that has not yet then been adopted. They will vote against any such
adjournment those
proxies requiredany proxy that directs them to be votedvote against the election of any of the Nominees andeach proposal that has
not yet then been adopted. They will not vote any proxiesproxy that directdirects them to
abstain from voting on a proposal. The adjournment of a Meeting will not affect
any proposals approved prior to the election of the Nominees.

Although theadjournment.

The Meeting ishas been called to transact any other business that may
properly comecomes
before it, theit. The only business that management of the Fund intends to present or
knows that others will present is the business mentioned in the Notice of
Special Meeting. However, ifare Proposals 1 and 2, described above. If any
additionalother 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 proxyas proxies intend to vote the
proxyproxies 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. BecauseTrust has
previously received written contrary instructions from the shareholder entitled
to vote the shares.

SHAREHOLDER PROPOSALS AT FUTURE MEETINGS. The Trust does not hold annual or
other regular meetings of shareholders, no particular date is anticipated for the
next shareholder meeting. Shareholders who wish to submit a proposalshareholders. Shareholder proposals to be included in the Trust's proxy materials for the nextpresented at
any future meeting of shareholders if any, must deliver notice of the proposal withinFund must be received by the Fund in
writing a reasonable amount of time before the Trust beginssolicits proxies for that

meeting, in order 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 includedconsidered for inclusion 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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

APPENDIX A

AMENDED AND RESTATED
DISTRIBUTION AGREEMENT

AGREEMENT made this 7th day of December 1999 by and between LOOMIS SAYLES
FUNDS, a shareholder who wishes to
submitMassachusetts business trust (the "Trust"), and LOOMIS SAYLES
DISTRIBUTORS, L.P., a proposal fails to

timely notifyDelaware limited partnership (the "Distributor").

WITNESSETH:

In consideration of the premises and covenants hereinafter contained, the
Trust and the proxies solicitedDistributor agree as follows:

1. DISTRIBUTOR. The Trust hereby appoints the Distributor as general
distributor of shares of beneficial interest of each series ("Series") of the
Trust ("Series shares") during the term of this Agreement. The Trust reserves
the right, however, to refuse at any time or times to sell any Series shares
hereunder for any reason deemed adequate by the Board of Trustees of the Trust.

2. SALE AND PAYMENT. Under this agreement, the following provisions shall
apply with respect to the sale of and payment for Series shares:

(a) The Distributor shall have the right, as principal, to purchase Series
shares from the Trust at their net asset value and to sell such shares
to the public against orders Therefore at such net asset value,
together with, in the case of the Series shares of the Loomis Sayles
Managed Bond Fund, Class J shares of the Loomis Sayles Investment
Grade Bond Fund, and Class A shares of the Loomis Sayles Aggressive
Growth Fund and the Loomis Sayles Global Technology Fund, the
applicable sales charge, as set forth in the current prospectus (es)
of the Trust relating to the Series shares of such Series.

(b) Prior to the time of delivery of any shares by the Trust to, or on the
order of, the Distributor, the Distributor shall pay or cause to be
paid to the Trust or to its order an amount in Boston or New York
clearing house funds equal to the applicable net asset value of such
shares.

3. FEE. For its services as general distributor of the Series shares, the
Trust shall pay to the Distributor on behalf of the Series a distribution
fee at the rate and upon the terms and conditions set forth in the
Distribution Plan(s) attached as Exhibit A hereto, and as amended from time
to time. The Distribution Fee shall be accrued daily and paid monthly to
the Distributor as soon as practicable after the end of the calendar month
in which it accrues, but in any event within five business days following
the last day of the month. In addition, the Distributor shall, in the case
of Series shares of the Loomis Sayles Managed Bond Fund, Class J shares of
the Loomis Sayles Investment Grade Bond Fund, and Class A shares of the
Loomis Sayles Aggressive Growth Fund and the Loomis Sayles Global
Technology Fund, be entitled to retain any applicable sales charge, as set
forth in the current prospectus (es) of the Trust relating to Series shares
of such Series.

4. PUBLIC OFFERING PRICE. The public offering price shall be the net asset
value of Series shares, together with, in the case of the Loomis Sayles
Managed Bond Fund, Class J shares of the Loomis Sayles Investment Grade
Bond Fund, and Class A shares of the Loomis Sayles Aggressive Growth Fund
and the Loomis Sayles Global Technology Fund, the applicable sales charge,
as set forth in the current prospectus (es) of the Trust relating to the
Series shares of such Series. The net asset value of Series shares shall be
determined in accordance with the provisions of the agreement and
declaration of trust and by-laws of the Trust and the current prospectus
(es) of the Trust relating to the Series shares.

5. TRUST ISSUANCE OF SERIES SHARES. The delivery of Series shares shall be
made promptly by a credit to a shareholder's open account for the meeting will have
discretionary authorityrelevant
Series. The Trust reserves the right (a) to vote onissue Series shares at any time
directly to the shareholder's proposal if it is properly
brought beforeshareholders of the meeting. IfSeries as a shareholder makes a timely notification,stock dividend or stock
split, (b) to issue to such shareholders Series shares, or rights to
subscribe to Series shares, as all or part of any dividend that may be
distributed to shareholders of the proxiesSeries or as all or part of any optional
or alternative dividend that may still exercise discretionary voting authoritybe distributed to shareholders of the
Series, and (c) to sell Series shares in accordance with any current
applicable prospectus of the Trust relating to the Series shares.

6. REPURCHASE. The Distributor shall act as agent for the Trust in connection
with the repurchase of Series shares by the Trust to the extent and upon
the terms and conditions set forth in the current applicable prospectus
(es) of the Trust relating to the Series shares, and the Trust agrees to
reimburse the Distributor, from time to time upon demand, for any
reasonable expenses incurred in connection with such repurchases of shares.

7. UNDERTAKING REGARDING SALES. The Distributor shall use reasonable efforts
to sell Series shares but does not agree hereby to sell any specific number
of Series shares and shall be free to act as distributor of the shares of
other investment companies. Series shares will be sold by the Distributor
only against orders therefor. The Distributor shall not purchase Series
shares from anyone except in accordance with Sections 2 and 6 and shall not
take "long" or "short" positions in Series shares contrary to the agreement
and declaration of trust or by-laws of the Trust.

8. COMPLIANCE. The Distributor shall conform to the Conduct Rules of the
National Association of Securities Dealers, Inc. ("NASD") and the sale of
securities laws of any jurisdiction in which it sells, directly or
indirectly, any Series shares. The Distributor agrees to make timely
filings, with the Securities and Exchange Commission (the "SEC") in
Washington, D.C., the NASD and such other regulatory authorities as may be
required, of any sales literature relating to the Series and intended for
distribution to prospective investors. The Distributor also agrees to
furnish to the Trust sufficient copies of any agreements or plans it
intends to use in connection with any sales of Series shares in adequate
time for the Trust to file and clear them with the proper authorities
before they are put in use (which the Trust agrees to use its best efforts
to do as expeditiously as reasonably possible), and not to use them until
so filed and cleared.

9. REGISTRATION AND QUALIFICATION OF SERIES SHARES. The Trust agrees to
execute such papers and to do such acts and things as shall from time to
time be reasonably requested by the Distributor for the purpose of
qualifying and maintaining qualification of the Series shares for sale
under the so-called Blue Sky Laws of any state or for maintaining the
registration of the Trust and of the Series shares under the federal
Investment Company Act of 1940 (the "1940 Act") and the federal Securities
Act of 1933, to the end that there will be available for sale from time to
time such number of Series shares as the Distributor may reasonably be
expected to sell. The Trust shall advise the Distributor promptly of (a)
any action of the SEC or any authorities of any state or territory, of
which it may be advised, affecting registration or qualification of the
Trust or the Series shares, or rights to offer Series shares for sale, and
(b) the happening of any event, which makes untrue any statement or which
requires the making of any change in the Trust's registration statement or
its prospectus relating to the Series shares in order to make the
statements therein not misleading.

10. DISTRIBUTOR INDEPENDENT CONTRACTOR. The Distributor shall be an independent
contractor and neither the Distributor nor any of its officers or employees
as such is or shall be an employee of the Trust. The Distributor is
responsible for its own conduct and the employment, control and conduct of
its agents and employees and for injury to such agents or employees or to
others through its agents or employees. The Distributor assumes full
responsibility for its agents and employees under applicable statutes and
agrees to pay all employer taxes thereunder.

11. EXPENSES PAID BY DISTRIBUTOR. While the Distributor continues to act as
agent of the Trust to obtain subscriptions for and to sell Series shares,
the Distributor shall pay the following:

(a) all expenses of printing (exclusive of typesetting) and distributing
any prospectus for use in offering Series shares for sale, and all
other copies of any such prospectus used by the Distributor, and

(b) all other expenses of advertising and of preparing, printing and
distributing all other literature or material for use in connection
with offering Series shares for sale.

12. INTERESTS IN AND OF DISTRIBUTOR. It is understood that any of the
shareholders, trustees, officers, employees and agents of the Trust may be
a shareholder, director, officer, employee or agent of, or be otherwise
interested in, the Distributor, any affiliated person of the Distributor,
any organization in which the Distributor may have an interest or any
organization which may have an interest in the Distributor; that the
Distributor, any such affiliated person or any such organization may have
an interest in the Trust; and that the existence of any such dual interest
shall not affect the validity hereof or of any transaction hereunder except
as otherwise provided in the agreement and declaration of trust or by- laws
of the Trust, in the limited partnership agreement of the Distributor or by
specific provision of applicable law.

13. EFFECTIVE DATE AND TERMINATION. This Agreement shall become effective as of
the date of its execution, and

(a) Unless otherwise terminated, this Agreement shall continue in effect
with respect to the shares of a Series so long as such continuation is
specifically approved at least annually (i) by the Board of Trustees
of the Trust or by the vote of a majority of the votes which may be
cast by shareholders of the Series and (ii) by a vote of a majority of
the Board of Trustees of the Trust who are not interested persons of
the Distributor or the Trust, cast in person at a meeting called for
the purpose of voting on such approval.

(b) This Agreement may at any time be terminated on sixty days' notice to
the Distributor either by vote of a majority of the Trust's Board of
Trustees then in office or by the vote of a majority of the votes
which may be cast by shareholders of the Series.

(d) This Agreement may be terminated by the Distributor on ninety days'
written notice to the Trust.

Termination of this Agreement pursuant to this section shall be without payment
of any penalty.

14. DEFINITIONS. For purposes of this Agreement, the following definitions
shall apply:

(a) The "vote of a majority of the votes which may be cast by shareholders
of the Series" means (1) 67% or more of the votes of the Series
present (in person or by proxy) and entitled to vote at such meeting,
if the holders of more than 50% of the outstanding shares of the
Series entitled to vote at such meeting are present; or (2) the vote
of the holders of more than 50% of the outstanding shares of the
Series entitled to vote at such meeting, whichever is less.

(b) The terms "affiliated person," "interested person" and "assignment"
shall have their respective meanings as defined in the 1940 Act
subject, however, to such exemptions as may be granted by the SEC
under the 1940 Act.

15. AMENDMENT. This Agreement may be amended at any time by mutual consent of
the parties, provided that such consent on the part of the Series shall be
approved (i) by the Board of Trustees of the Trust or by vote of a majority
of the votes which may be cast by shareholders of the Series and (ii) by a
vote of a majority of the Board of Trustees of the Trust who are not
interested persons of the Distributor or the Trust cast in person at a
meeting called for the purpose of voting on such approval.

16. APPLICABLE LAW AND LIABILITIES. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
All sales hereunder are to be made, and title to the Series shares shall
pass, in Boston, Massachusetts.

17. LIMITED RECOURSE. The Distributor hereby acknowledges that the Trust's
obligations hereunder are binding only on the assets and property belonging
to the Trust.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

LOOMIS SAYLES FUNDS

By: ________________________________
Daniel J. Fuss
President

LOOMIS SAYLES DISTRIBUTORS, L.P.
By: Loomis Sayles Distributors, Incorporated,
its general partner

By: ________________________________
Lauren B. Pitalis
President

A copy of the Agreement and Declaration of Trust establishing Loomis Sayles
Funds (the "Trust") is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trust by officers of the Trust as officers and not individually
and that the obligations of or arising out of this Agreement are not binding
upon any of the trustees, officers or shareholders of the Trust individually but
are binding only upon the assets and property of the Trust.

APPENDIX B

LOOMIS SAYLES INVESTMENT GRADE BOND FUND
CLASS J SERVICE AND DISTRIBUTION PLAN

This Plan (the "Plan") constitutes the Service and Distribution Plan relating to
the Class J shares of Loomis Sayles Investment Grade Bond Fund (the "Series"), a
series of Loomis Sayles Funds, a Massachusetts business trust (the "Trust").

Section 1. The Trust, on behalf of the Series, will pay to Loomis Sayles
Distributors, L.P., a Delaware limited partnership which acts as the Principal
Distributor of the Series' shares, or such other entity as shall from time to
time act as the Principal Distributor of the Series' shares (the "Distributor"),
a fee (the "Service Fee") at an annual rate not to exceed 0.25% of the Series'
average daily net assets attributable to Class J shares. Subject to such limit
and subject to the provisions of Section 7 hereof, the Service Fee shall be as
approved from time to time by (a) the Trustees of the Trust and (b)the
Independent Trustees of the Trust. The Service Fee shall be accrued daily and
paid monthly or at such other intervals, as the Trustees shall determine. The
Distributor may pay all or any portion of the Service Fee to securities dealers
or other organizations (including, but not limited to, any affiliate of the
Distributor) as service fees pursuant to agreements with such organizations for
providing personal services to investors in shares of the Series and/or the
maintenance of shareholder accounts. All payments under this Section 1 are
intended to qualify as "service fees" as defined in the Conduct Rules of the
National Association of Securities Dealers, Inc. (the "NASD Rules").

Section 2. The Trust, on behalf of the Series, will pay to the Distributor,
a fee (the "Distribution Fee") at an annual rate not to exceed 0.50% of the
Series' average daily net assets attributable to Class J shares. Subject to such
limit and subject to the provisions of Section 7 hereof, the Distribution Fee
shall be as approved from time to time by (a) the Trustees of the Trust and (b)
the Independent Trustees of the Trust. The Distribution Fee shall be accrued
daily and paid monthly or at such other intervals, as the Trustees shall
determine. The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of shares of the Series, and may retain
all or any portion of the Distribution Fee as compensation for the Distributor's
services as principal underwriter of the shares of the Series. All payments
under this Section 2 are intended to qualify as "asset-based sales charges" as
defined in the NASD Rules.

Section 3. This Plan shall continue in effect for a period of more than one
year after February 1, 1999 only so long as such continuance is specifically
approved at least annually by votes of the majority (or whatever other
percentage may, from time to time, be required by Section 12(b) of the
Investment Company Act of 1940 (the "Act") or the rules and regulations there
under) of both (a) the Trustees of the Trust, and (b) the Independent Trustees
of the Trust, cast in person at a meeting called for the purpose of voting on
this Plan or such agreement.

Section 4. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.

Section 5. This Plan may be terminated at any time by vote of a majority of
the Independent Trustees, or by vote of a majority of the outstanding shares of
the Series.

Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:

A. That such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Independent Trustees or by
vote of a majority of the outstanding shares of the Series, on not
more than 60 days' written notice to any other party to the agreement;
and

B. That such agreement shall terminate automatically in the event of its
assignment.

Section 7. This Plan may not be amended to increase materially the amount
of expenses permitted pursuant to Section 1 hereof without approval by a vote of
at least a majority of the outstanding shares of the Series, and all material
amendments of this Plan shall be approved in the manner provided for
continuation of this Plan in Section 2.

Section 8. As used in this Plan, (a) the term "Independent Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the Act and the rules
and regulations thereunder, and the term "majority of the outstanding shares of
the Series" shall mean the lesser of the 67% or the 50% voting requirements
specified in clauses (A) and (B), respectively, of the third sentence of Section
2(a)(42) of the Act, all subject to such exemptions as may be granted by the
Securities and Exchange Commission's proxy rules. You may
submit shareholder proposals to Sheila M. Barry, Secretary, Loomis Sayles
Funds, One Financial Center, Boston, Massachusetts 02111.

Quorum and MethodsCommission.

APPENDIX C

OUTSTANDING SHARES
As 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 countJune 10, 2004, 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 countClass J 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.

LS141

[X]PLEASE MARK VOTES,
AS IN THIS EXAMPLEFund outstanding
was approximately 32,057,750.

SIGNIFICANT SHAREHOLDERS
As of June 10, 2004, the following persons owned of record or beneficially more
than 5% of the Class J shares of the Fund:

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. [_]---------------------------------------------------- ----------------------- ---------------------------
NAME AND PERCENTAGE OF
ADDRESS OF SHARES OUTSTANDING SHARES
OWNER* OWNED OF CLASS OWNED
- -------Shareholder sign here_____Co-owner sign here-----------

DETACH CARD DETACH CARD---------------------------------------------------- ----------------------- ---------------------------
- ---------------------------------------------------- ----------------------- ---------------------------
Marusan Securities, Co. Ltd. 15,582,300.000 49%
2-5-2 Nihonbashi
Chuo-ku, Tokyo
Japan
- ---------------------------------------------------- ----------------------- ---------------------------
- ---------------------------------------------------- ----------------------- ---------------------------
Mitsubishi Securities, Co. Ltd. 14,786,650.000 46%
5-2 Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-0005
Japan
- ---------------------------------------------------- ----------------------- ---------------------------
- ---------------------------------------------------- ----------------------- ---------------------------
SMBC Friend Securities Co., Ltd. 1,688,800.000 5%
Yamatane Building
7-12 Nihobashi-kabutocho
Chuo-ku, Tokyo 103-8221
Japan

Your*Such ownership may be beneficially held by individuals or entities other than
the owner listed. To the extent that any listed shareholder beneficially owns
more than 25% of the Fund, it may be deemed to "control" the Fund within the
meaning of the Investment Company Act of 1940, as amended. The effect of such
control may be to reduce the ability of other shareholders of the Fund to take
actions requiring the affirmative vote is important. Please vote immediately.of holders of a plurality or majority of
the Fund's shares without the approval of the controlling shareholder.

As of June 10, 2004, the Trustees and the executive officers of the Trust, as a
group and individually, did not own beneficially any Class J shares of the Fund.

C-1

Loomis Sayles Investment Grade Bond 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.
- --------------------------------------- ----------------------------------
If you vote over the Internet or by telephone, please do not mail your card.

Class J Shares
(The "Fund")

PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR SPECIAL MEETING OF
SHAREHOLDERS LOOMIS SAYLES FUNDS

One Financial Center
Boston, Massachusetts 02111

THIS PROXY IS SOLICITED BY THE TRUSTEESON AUGUST 5, 2004

The undersigned shareholder hereby appoints Kevin P. Charleston, Lauren B. Pitalis and
Sheila M. Barry, and each of them separately,John E. Pelletier, Coleen
Downs Dinneen, Russell Kane and Nicholas H. Palmerino as proxies of the
undersigned, with full power of substitution, to each,represent the undersigned and
hereby authorizes them to represent and to vote allat the Special Meeting of the sharesShareholders of the Loomis Sayles Funds (the "Trust")Investment
Grade Bond Fund - Class J Shares to be held on August 5, 2004 at 2:00 p.m.
Eastern time at the offices of the Fund's administrator, CDC IXIS Asset
Management Services, Inc., at 399 Boylston Street, Boston, Massachusetts 02116,
and at any adjournments thereof, all shares of the Fund that the undersigned
would be entitled to vote if personally present at the Special Meetingpresent. Your vote acknowledges receipt
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 atand the close of business on February 26, 2003 (the "Record Date") are
entitled to vote at the meeting or at any adjourned session thereof.accompanying Proxy Statement.

PLEASE VOTE YOUR PROXY TODAY BY COMPLETING, SIGNING, DATING AND RETURNING THIS
PROXY CARD. 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.SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OFPROPOSALS.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting. THE TRUSTEES AS SET FORTH IN PROPOSALRECOMMEND A VOTE FOR
PROPOSALS 1 AND 2.

Vote on Proposals (check appropriate boxes below)

1. - --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------Approval of a Distribution Agreement between the Trust, on behalf of the
Class J Shares of the Fund, and Loomis Sayles Distributors, L.P. for the
period from November 1, 2003 through April 23, 2004, as well as the release
of escrowed fees payable thereunder.

FOR AGAINST ABSTAIN

2. Approval of a Service and Distribution Plan relating to Class J shares of
the Fund, as well as the release of escrowed fees payable thereunder.

FOR AGAINST ABSTAIN

Please sign exactly as your name appears on the books of the Trust. Jointthis proxy card. All 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,sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a majority
must sign.minor, please give full title as such. 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?
_______________________________ _________________________________
_______________________________ _________________________________
_______________________________ _________________________________please sign in full corporate name and indicate the signer's
office. If a partner, sign in the partnership name.

- ------------------- ---- ------------------- ----
Signature Date Signature Date
(Joint Owners)