LOOMIS SAYLES FUNDS

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or
(S) 240.14a-12

LOOMIS SAYLES FUNDS
-------------------
(Name of Registrant as Specified In Its Charter)

LOOMIS SAYLES FUNDS
-------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and )-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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1) Amount previously paid:
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--------------

[LOGO] LOOMIS SAYLES FUNDS

August 30, 2002

Dear Shareholders:

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

Enclosed you will find information about the Trustee nominees and
how to cast your vote. Please read the entire proxy statement prior to voting.

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

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

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

Sincerely,

/s/ Daniel Fuss
Daniel J. Fuss
Loomis Sayles Funds

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

As a Loomis Sayles Funds shareholder, you now have the option of receiving your
Fund's financial reports and prospectuses via email. To apply for this benefit
at this time, you must vote your proxy via the Internet.

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

LOOMIS SAYLES FUNDS

Notice of Special Meeting of Shareholders

To the Shareholders of the Loomis Sayles Funds:

A Special Meeting of the shareholders of Loomis Sayles Funds, a
Massachusetts business trust (the "Trust"), will be held on October 15, 2002 at
2:00 p.m. Boston time on the 34th floor of One Financial Center, Boston,
Massachusetts, for the following purposes:

1. To elect Trustees.

2. To transact any other business that may properly come before the meeting
or any adjournment thereof.

Shareholders of record at the close of business on August 19, 2002 are
entitled to notice of and to vote at the meeting.

By Order of the Trustees

Sheila M. Barry
Secretary

August 30, 2002

We urge you to mark, sign, date and mail the enclosed Proxy in the enclosed
envelope or to vote by telephone or the Internet so you will be represented at
the meeting.

SPECIAL MEETING OF SHAREHOLDERS

LOOMIS SAYLES FUNDS
One Financial Center
Boston, Massachusetts 02111

PROXY STATEMENT

The enclosed proxy is solicited by the Trustees of Loomis Sayles Funds (the
"Trust") for use at a special meeting of shareholders of the Trust (the
"Meeting") to be held at its offices on October 15, 2002 and at any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders. Only shareholders of record at the close of
business on August 19, 2002 (the "Record Date") are entitled to vote at the
meeting or at any adjourned session thereof. As of the Record Date, there were
issued and outstanding 205,812,601.033 shares of the Trust consisting of the
following number of shares of each of the classes of the following series
("Funds"):

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

Loomis Sayles Aggressive Growth Fund
Institutional Class....................... 1,209,743.431
Retail Class.............................. 2,547,274.994
Admin Class............................... 242,797.289
Loomis Sayles Bond Fund
Institutional Class....................... 110,390,388.830
Retail Class.............................. 5,648,703.253
Admin Class............................... 604,886.677
Loomis Sayles Emerging Markets Fund
Institutional Class....................... 240,581.627
Retail Class.............................. 4,991.867
Loomis Sayles Global Bond Fund
Institutional Class....................... 3,563,967.150
Retail Class.............................. 982,532.806
Loomis Sayles Growth Fund
Institutional Class....................... 5,097,374.980
Retail Class.............................. 124,585.102
Admin Class............................... 4,852.175
Loomis Sayles High Income Fund
Institutional Class....................... 6,294,166.694
Loomis Sayles Intermediate Maturity Bond Fund
Institutional Class....................... 1,173,064.723

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

Loomis Sayles International Equity Fund
Institutional Class....................... 5,936,589.137
Retail Class.............................. 215,877.136
Admin Class............................... 124,767.937
Loomis Sayles Investment Grade Bond Fund
Institutional Class....................... 739,282.658
Retail Class.............................. 1,030.132
Admin Class............................... 1,029.031
Class J................................... 19,578,100.000
Loomis Sayles Managed Bond Fund.............. 989,540.000
Loomis Sayles Research Fund
Institutional Class....................... 2,750,213.114
Retail Class.............................. 1,015.812
Loomis Sayles Small Cap Growth Fund
Institutional Class....................... 7,029,688.872
Retail Class.............................. 5,036,211.115
Admin Class............................... 168,074.194
Loomis Sayles Small Cap Value Fund
Institutional Class....................... 13,584,666.368
Retail Class.............................. 4,944,042.313
Admin Class............................... 1,379,432.392
Loomis Sayles Value Fund
Institutional Class....................... 2,951,916.498
Loomis Sayles U.S. Government Securities Fund
Institutional Class....................... 1,157,753.590
Loomis Sayles Worldwide Fund
Institutional Class....................... 1,093,459.136

Each whole share shall be entitled to one vote as to any matter on which it
is entitled to vote and each fractional share shall be entitled to a
proportionate fractional vote. All shares are entitled to vote on the proposal
to elect Trustees.

The Notice of Special Meeting, proxy card and this Proxy Statement are being
mailed to shareholders of record as of the Record Date on or about August 30,
2002. A copy of the Annual Report of the Trust for its most recent fiscal year
ended September 30, 2001, including financial statements, can be obtained
without charge by writing to Loomis Sayles at One Financial Center, Boston,
Massachusetts 02111 or by calling (800) 633-3330.

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

Proxies may be revoked at any time before they are voted by a written
revocation received by the Secretary of the Trust, by properly executing a
later-dated proxy or by attending the Meeting and voting in person.

Proxies will be solicited primarily by mailing this Proxy Statement and its
enclosures, but supplementary solicitations may also be made by mail,
telephone, telegraph or personal interview by officers of the Trust or by
officers, employees or agents of Loomis, Sayles & Company, L.P. ("Loomis
Sayles") and its affiliates. In addition, D.F. King & Co., Inc. and Management
Information Services ("MIS") have been retained to assist in the solicitation
of proxies at a cost which is not expected to exceed $75,000, plus any
reimbursement for D.F. King & Co. and MIS' out-of-pocket expenses. The cost of
the solicitation will be borne by the Trust.

I. ELECTION OF TRUSTEES

The Trustees have fixed at four the number of Trustees for election at the
Meeting. All nominees, except Robert J. Blanding and Edward A. Benjamin, are
presently Trustees of the Trust and have been Trustees for the length of time
indicated in the applicable charts below. Each of the nominees is also a
nominee for election as a trustee of Loomis Sayles Investment Trust, a separate
group of mutual funds also advised by Loomis Sayles. The nomination of the
nominees was intended in part to effect a consolidation of the boards of
trustees of these two groups of mutual funds which make up the Loomis Sayles
Funds Complex.

Each of the nominees has agreed to serve as a Trustee if elected. If any of
the nominees should be unavailable for election at the time of the Meeting
(which is not presently anticipated), the persons named as proxies may vote for
other persons in their discretion or the Trustees may vote to fix the number of
Trustees at fewer than four. The Trust's Agreement and Declaration of Trust
does not provide for the annual election of Trustees. However, in accordance
with the Investment Company Act of 1940 (the "1940 Act"), (i) the Trust will
hold a shareholder's meeting for the election of Trustees at such times as less
than a majority of the Trustees holding office have been elected by
shareholders, and (ii) if, after filling a vacancy on the Board of Trustees,
less than two-thirds of the Trustees holding office would have been elected by
the shareholders, that vacancy may only be filled by a vote of the
shareholders. In addition, Trustees may be removed from office by a written
consent signed by the holders of two-thirds of the outstanding shares of the
Trust and filed with the Trust's custodian, or by vote of the holders of
two-thirds of the outstanding shares of the Trust at a meeting duly called for
such purpose, which meeting shall be held upon the written request of the
shareholders of not less than 10% of the Trust's outstanding shares.

On October 30, 2000, Nvest Companies L.P., the indirect parent company of
Loomis Sayles, merged with CDC Asset Management. In order for the merger to
fall within the "safe harbor" afforded by Section 15(f) of the 1940 Act, among
other requirements, at least 75% of the Board of Trustees of the Trust must be
Independent Trustees for a period of three years following the merger (i.e.
until October 30, 2003). Since each of Mr. Murray, Mr. Chenault and Mr. Alaimo
(each of which is a current Trustee) is an Independent Trustee, the Board of
Trustees currently satisfies this requirement. Likewise, if the four nominees
(Messrs. Blanding, Alaimo, Chenault and Benjamin) are elected as Trustees,
Messrs. Alaimo, Chenault and Benjamin would be Independent Trustees, so that
the Board of Trustees would continue to satisfy this requirement.

Set forth below are the names of the nominees for election as Trustees
together with information about them.

Nominee for Interested Trustee*

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

Robert J. Blanding President Less than 1 President, 26 0
555 California Street, (Formerly, Month (Served Chairman,
San Francisco, Executive as Executive Director and
California Vice Vice President Chief Executive
(55 Years Old) President for 6 Years Officer, Loomis
and Vice and Vice Sayles
President) President for
5 Years)
Nominees for Disinterested Trustee

Joseph Alaimo Trustee 3 Years Chairman, 26 Wintrust
N. Bank Lane, Wayne Hummer Financial
Lake Forest, Illinois Trust Company Corporation
(72 Years Old)
Edward A. Benjamin N/A N/A Director, Precision 26 Director,
71 Sierra Rosa Loop Corporation (optics Precision
Santa Fe, NM 87506 manufacturer); Corporation
(64 Years Old) Director, Coal, (optics
Energy manufacturer);
Investments & Director, Coal,
Management, Energy
LLC; formerly, Investments &
Partner, Ropes & Management,
Gray (law firm) LLC; Trustee,
until 1999 New England
Zenith Fund
Paul G. Chenault Trustee 2 Years Retired; Trustee of 26 0
5852 Pebble Variable Investors
Beach Way Series Trust. From
San Luis Obispo, August, 1997 to
CA 93401 September 1997,
(68 Years Old) Vice President of
Loomis Sayles and
prior to October,
1995, Senior Vice
President and
Chief Investment
Officer, XL
Capital Ltd.,
Hamilton, Bermuda

- --------
* Interested person (as defined in the Investment Company Act of 1940) of the
Trust. Mr. Blanding is deemed an "interested person" of the Trust and Loomis
Sayles by virtue of his position as an officer and Director of Loomis Sayles.
** Each Trustee serves for an indefinite term in accordance with the Trust's
Agreement and Declaration of Trust until the date the Trustee dies, resigns
or is removed, or, if sooner, until the election and qualification of the
Trustee's successor.

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

Nominee for Interested Trustee:

Dollar Range of Fund Shares Robert J. Blanding
--------------------------- ------------------

Loomis Sayles Aggressive Growth Fund $10,001-$50,000
Loomis Sayles Bond Fund $10,001-$50,000
Loomis Sayles Emerging Markets Fund $10,001-$50,000
Loomis Sayles Global Bond Fund 0
Loomis Sayles Growth Fund over $100,000
Loomis Sayles High Income Fund over $100,000
Loomis Sayles Intermediate Maturity Bond Fund 0
Loomis Sayles International Equity Fund $10,001-$50,000
Loomis Sayles Investment Grade Bond Fund $1-$10,000
Loomis Sayles Managed Bond Fund 0
Loomis Sayles Research Fund over $100,000
Loomis Sayles Small Cap Growth Fund over $100,000
Loomis Sayles Small Cap Value Fund over $100,000
Loomis Sayles U.S. Government Securities Fund 0
Loomis Sayles Value Fund $10,001-$50,000
Loomis Sayles Worldwide Fund 0

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

Nominees for Disinterested Trustees:

Edward A.
Dollar Range of Fund Shares Joseph Alaimo Benjamin Paul G. Chenault
--------------------------- ------------- --------- ----------------

Loomis Sayles Aggressive Growth
Fund 0 0 0
Loomis Sayles Bond Fund 0 0 0
Loomis Sayles Emerging Markets
Fund 0 0 0
Loomis Sayles Global Bond Fund 0 0 0
Loomis Sayles Growth Fund 0 0 0
Loomis Sayles High Income Fund 0 0 0
Loomis Sayles Intermediate
Maturity Bond Fund Over $100,000 0 0
Loomis Sayles International Equity
Fund 0 0 0
Loomis Sayles Investment Grade
Bond Fund 0 0 0
Loomis Sayles Managed Bond
Fund 0 0 0
Loomis Sayles Research Fund 0 0 $1-$10,000
Loomis Sayles Small Cap Growth
Fund 0 0 0
Loomis Sayles Small Cap Value
Fund 0 0 $10,001-$50,000
Loomis Sayles U.S. Government
Securities Fund 0 0 0
Loomis Sayles Value Fund 0 0 0
Loomis Sayles Worldwide Fund 0 0 0

Aggregate Dollar Range of Fund
Shares in Funds Overseen or to
be Overseen by Trustee or
Nominee in Loomis Sayles Funds
Complex: Over $100,000 0 $10,001-$50,000

Each Trustee who is not affiliated with Loomis Sayles is compensated at the
rate of $1,250 per Fund per annum and is reimbursed for travel expenses in
connection with attendance at meetings. It is expected, however, that following
the election of the nominees, the Trustees will reconsider current levels of
compensation and Loomis Sayles expects to recommend an increase in such
compensation. The Trust pays no compensation to its officers or to Trustees who
are affiliated with Loomis Sayles. The following table sets forth the
compensation received by the Trustees during fiscal year 2001:

Compensation Table
for the fiscal year ended September 30, 2001

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

Interested Trustee
------------------
Daniel J. Fuss, $ 0 N/A N/A $ 0
Trustee
Disinterested Trustees
----------------------
Joseph Alaimo, $23,750 N/A N/A $23,750
Trustee
Michael T. Murray, $23,750 N/A N/A $23,750
Trustee
Paul G. Chenault, $23,750 N/A N/A $23,750
Trustee

- --------
* No Trustee received any compensation from any funds affiliated with Loomis
Sayles, other than the Trust, for the fiscal year ended September 30, 2001.

The Trustees of the Trust who are not "interested persons" (as defined in
the 1940 Act) of the Trust or Loomis Sayles (the "Independent Trustees")
perform the functions of an audit, nominating and contract review committee.
Their responsibilities as such include review of financial and accounting
controls and procedures; recommendations as to the selection of the independent
accountants; review of the scope of the audit; review of financial statements
and audit reports; and review of the independence of the independent
accountants and approval of fees and assignments relating to all activities of
the independent accountants on the Trust's behalf. In addition, the Independent
Trustees have responsibility for the nomination of other Independent Trustees,
and review and make recommendations to the Board as to contracts requiring
approval of a majority of the Independent Trustees and any other contracts
which may be referred to it by the Board. The Trustees performing the functions
of the audit committee met twice during the last fiscal year, the Trustees
performing the functions of the nominating committee met once during the last
fiscal year and the Trustees performing the functions of the contract review
committee met once during the last fiscal year.

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

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

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

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

LOOMIS SAYLES RESEARCH FUND
Robert J. Blanding...................................... 118,214 4.4%
Paul G. Chenault........................................ 1,000 *
All Trustees, nominees and executive officers as a group 177,667 6.5%
LOOMIS SAYLES SMALL CAP GROWTH FUND
Robert J. Blanding...................................... 54,658 *
All Trustees, nominees and executive officers as a group 106,215 1.5%
LOOMIS SAYLES SMALL CAP VALUE FUND
Daniel J. Fuss.......................................... 4,671*** *
Robert J. Blanding...................................... 22,785 *
Paul G. Chenault........................................ 1,500 *
All Trustees, nominees and executive officers as a group 74,263*** *
LOOMIS SAYLES VALUE FUND
Robert J. Blanding...................................... 3,687 *
All Trustees, nominees and executive officers as a group 71,293 2.8%
LOOMIS SAYLES GOVERNMENT SECURITIES FUND
All Trustees, nominees and executive officers as a group 22,484 2.1%
LOOMIS SAYLES WORLDWIDE FUND
Daniel J. Fuss.......................................... 58,319 5.3%
All Trustees, nominees and executive officers as a group 101,037 9.2%

RETAIL CLASS SHARES

LOOMIS SAYLES AGGRESSIVE GROWTH FUND
All Trustees, nominees and executive officers as a group 1,672 *
LOOMIS SAYLES SMALL CAP GROWTH FUND
All Trustees, nominees and executive officers as a group 1,622 *

- --------
* 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.
*** Includes shares held by Mr. Fuss' spouse.

In 2001 the Trust held four Board meetings. Each of the Trustees attended at
least 75% of the meetings of the Board of Trustees and committees thereof of
which such Trustee is a member.

The Agreement and Declaration of Trust and the By-Laws of the Trust provide
that the Trust will indemnify its Trustees and officers against liabilities and
expenses incurred in connection with litigation in which they may be involved
because of their offices with the Trust, except if it is determined in the
manner specified in the By-Laws that they have not acted in good faith in the
reasonable

belief that their actions were in the best interests of the Trust, and except
that no such person shall be indemnified against any liability to the Trust or
its shareholders arising by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office.

The Trustees unanimously recommend the election of each nominee for Trustee
listed above.

Required Vote. The vote of a plurality of the shares represented at the
Meeting (all Funds voting together as a single class) is required to elect the
nominees as Trustees.

II. OTHER INFORMATION

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

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

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

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

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

Quentin P. Faulkner Vice 11 years Vice President, Loomis Sayles.
(64 Years Old) President

Philip C. Fine Vice 6 years Vice President, Loomis Sayles.
(52 Years Old) President Formerly, Vice President and
Portfolio Manager, Keystone
Investment Management
Company, Inc.

Kathleen C. Gaffney Vice 6 years Vice President, Loomis Sayles.
(40 Years Old) President

Joseph R. Gatz Vice 2 years Vice President, Loomis Sayles.
1533 N. Woodward, President Formerly, Portfolio Manager,
Bloomfield Hills, Michigan Bank One Investment Advisers
(40 Years Old) Corporation.

Dean A. Gulis Vice 2 years Vice President, Loomis Sayles.
1533 N. Woodward, President
Bloomfield Hills, Michigan
(47 Years Old)

Steven Kaseta Vice 1 year Vice President, Loomis Sayles.
(47 Years Old) President

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

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

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

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

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

Kent P. Newmark Vice 11 years Vice President, Managing
555 California Street, President Partner and Director, Loomis
San Francisco, California Sayles.
(63 Years Old)

Nicholas H. Palmerino Assistant 6 years Vice President, Loomis Sayles.
(37 Years Old) Treasurer

Lauren B. Pitalis Vice 5 years Vice President, Loomis Sayles.
(41 Years Old) President Formerly, Vice President and
Assistant Secretary, Harris
Associates Investment Trust.

David Rolley Vice 2 years Vice President, Loomis Sayles.
(50 Years Old) President

Richard D. Skaggs Vice 2 years Vice President, Loomis Sayles.
(47 Years Old) President

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

Daniel G. Thelen Vice 2 years Vice President, Loomis Sayles.
1533 N. Woodward, President
Bloomfield Hills, Michigan
(44 Years Old)

Sandra P. Tichenor Vice 6 years General Counsel, Executive
555 California Street President Vice President, Secretary, Clerk
San Francisco, California and Director, Loomis Sayles.
(53 Years Old) Formerly, Partner, Heller,
Ehrman, White & McAuliffe.

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

Jeffrey W. Wardlow Vice 11 years Vice President, Loomis Sayles.
(41 Years Old) President

Anthony J. Wilkins Vice 11 years Executive Vice President and
(60 Years Old) President Director, Loomis Sayles.

Gregory B. Woodgate Assistant 2 years Vice President, Loomis Sayles.
(31 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.

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

As of August 15, 2002, the following persons owned beneficially (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934) or of record
5% or more of the outstanding shares of the indicated classes of the following
Funds:

INSTITUTIONAL CLASS SHARES

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

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

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

Jupiter & Co. P.O. Box 9130 96,352.732 7.91%
c/o Investors Bank & Trust c/o Investors Bank & Trust
FPG 90
Boston, MA 02117

National Financial Service 200 Liberty Street 63,876.662 5.24%
Corp. FEBO Customers One World Financial Center
New York, NY 10281-1003
LOOMIS SAYLES BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery Street 51,773,641.678 46.75%
San Francisco, CA 94104

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

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

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

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

Wells Fargo Bank MN NA P.O. Box 1533 593,059.818 16.64%
FBO Desert States UFCW Minneapolis, MN 55480
Union Employees Pension

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LOOMIS SAYLES INVESTMENT GRADE BOND FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 343,476.368 46.56%
San Francisco, CA 94104
Jeffrey L. Meade 16 Samuel Parlin Drive 117,979.884 15.99%
Phyllis M. Meade, Jt. Tcn. Acton, MA 01720
State Street Bank & Trust 412 Blair Ave 53,128.2820 7.20%
Company Custodian for the Piedmont, CA 94611-4005
IRA FBO Willard S. Webber
Michigan Peer Review 40600 Ann Arbor Road 46,074.906 6.25%
Organization Suite 200
Plymouth, MI 48170
NFSC FEBO Customers 200 Liberty St. 66,895.588 9.07%
One World Financial Center
New York, NY 10281-1003
LOOMIS SAYLES RESEARCH FUND
CDC IXIS 399 Boylston St. 201,228.345 7.33%
c/o CDC IXIS Boston, MA 02116
Asset Management
North America
Charles Schwab 101 Montgomery St. 2,282,753.843 83.16%
San Francisco, CA 94104
Asbestos Workers Local 36 East Warner Rd. 146,104.186 5.32%
#84 Pension Fund Akron, OH 44319
LOOMIS SAYLES SMALL CAP GROWTH FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,126,781.074 15.99%
San Francisco, CA 94104
LOOMIS SAYLES SMALL CAP VALUE FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 2,162,329.473 15.92%
San Francisco, CA 94104
Smith Barney Inc. 388 Greenwich St. 1,080,182.293 7.95%
New York, NY 10001
Wells Fargo Bank FBO PO Box 1533 774,645.110 5.70%
Wisc. Public Service Minneapolis, MN
Administration
Westfield Retirement System 59 Court Street 716,500.244 5.27%
P.O. Box 106
Westfield, MA 01086-0106
LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND
Charles Schwab & Co. Inc. 101 Montgomery St. 487,171.371 41.91%
San Francisco, CA 94104
Merrill Lynch Pierce Fenner & Attn: Service Team 129,782.774 11.16%
Smith Inc. 4800 Deer Lake Drive
Third Floor
Jacksonville, FL 32246-6486
National Financial Services Attn: Mutual Funds 120,320.517 10.35%
Corp. FEBO Customers Department Fifth Floor
200 Liberty Street
One World Financial Center
New York, NY 10281

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

LOOMIS SAYLES VALUE FUND

Charles Schwab & Co. Inc. 101 Montgomery St. 1,107,431.172 37.49%
San Francisco, CA 94104

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

Comerica Bank PO Box 7500 408,976.070 13.85%
FBO City of Livonia Retiree Detroit, MI 48275-0001
Health & Disability Benefits
Plan
LOOMIS SAYLES WORLDWIDE FUND
Charles Schwab & Co., Inc. 101 Montgomery St. 1,038.504 94.94%
San Francisco, CA 94104

RETAIL CLASS SHARES

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

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

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

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

Merrill Lynch Pierce Fenner & Attn: Service Team, 4800 129,782.774 11.16%
Smith Inc. Deer Lake Drive, Third
Floor, Jacksonville, FL
32246-6486
LOOMIS SAYLES BOND FUND
National Financial Services 200 Liberty Street 1,465,963.960 25.98%
Corp. FEBO Customers One World Financial
Center
New York, NY 10281

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

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

LOOMIS SAYLES GLOBAL BOND FUND
Charles Schwab & Co. Inc. 101 Montgomery Street 713,043.954 72.52%
San Francisco, CA 94104

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

Charles Schwab & Co. Inc. 101 Montgomery Street 21,331.370 17.12%
San Francisco, CA 94104
LOOMIS SAYLES INTERNATIONAL EQUITY FUND
Charles Schwab & Co. Inc. 101 Montgomery Street 48,535.591 23.01%
San Francisco, CA 94104

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

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

National Financial Services 200 Liberty Street 48,975.691 23.22%
Corp. FEBO Customers One World Financial
Center
New York, NY 10281-1003
LOOMIS SAYLES INVESTMENT GRADE BOND FUND
Loomis Sayles & Company, One Financial Center 1,015.091 98.54%
L.P. Boston, MA 02111
LOOMIS SAYLES EMERGING MARKETS FUND
Charles Schwab & Co. Inc. 101 Montgomery Street 1,785.713 35.77%
San Francisco, CA 94104
Kevin M. Walsh, Trustee 639 Granite St. 2,248.677 45.05%
Walsh Partners Capital Corp. Braintree, MA 02184
Profit Sharing Plan

Samuel T. Viviano and 1430 Stewart Road 946.074 18.95%
Linda K Viviano JT Ten McDonald, PA 15057
LOOMIS SAYLES RESEARCH FUND
Fiserv Securities Inc. One Commerce Square 1,000,000 98.44%
2005 Market St.
Philadelphia, PA 19103
LOOMIS SAYLES SMALL CAP GROWTH FUND
Bose Empl. Retirement PO Box 41974 715,519.508 14.21%
Kansas City, MO 64141

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

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

Retirement System FBO Soonersave Plan 457 867,932.703 17.24%
Board of Trustees c/o Great-West
TTEE Oklahoma Public 8515 E. Orchard Road
Employers #2T2, Englewood, CO
80111
LOOMIS SAYLES SMALL CAP VALUE FUND
Charles Schwab & Co. Inc. 101 Montgomery Street 1,721,516.839 35.57%
San Francisco, CA 94104

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

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

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

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

National Financial Services 200 Liberty Street 248,345.841 5.13%
Corp. FEBO Customers One World Financial
Center, New York, NY
10281

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

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

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

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

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

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

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

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

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

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

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

Reliance Trust Company 3384 Peachtree Road 141,509.952 83.13%
Atlanta, GA 30326
LOOMIS SAYLES SMALL CAP VALUE FUND
Smith Barney Corp. Trust Co. Two Tower Center 230,888.506 16.85%
(Trustee) Smith Barney 401(k) P.O. Box 1063
Advisor Group Trust E. Brunswick, NJ 08816

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

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

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

CLASS J SHARES
LOOMIS SAYLES INVESTMENT GRADE FUND BOND FUND

Marusan Securities Co., Ltd. 2-5-2 Nihonbashi, 18,937,000.000 98.5%
Chuo-ku, Tokyo, Japan
LOOMIS SAYLES MANAGED BOND FUND

Kokusai Securities Co., Ltd. 27-1, Shinkawa 2-Chome, 1,001,040.000 100%
Chuo-ku, Tokyo, Japan

In the event that sufficient votes in favor of the election of any of the
nominees are not received by October 15, 2002, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of the
election of any of the nominees. They will vote against such adjournment those
proxies required to be voted against the election of any of the nominees and
will not vote any proxies that direct them to abstain from voting on the
election of the nominees.

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

Shareholder Proposals at Future Meetings. Because the Trust does not hold
regular meetings of shareholders, the anticipated date of the next shareholder
meeting cannot be provided. Shareholders who wish to submit a proposal to be
included in the Trust's proxy materials for the next meeting of shareholders,
if any, must deliver notice of the proposal within a reasonable time before the
Trust begins to print and mail its proxy materials. As of August 30, 2002, the
Trust has not received any shareholder proposals and thus none is included in
these proxy materials. Shareholders who wish to make a proposal at the next
meeting of shareholders, if any, that will not be included in the Trusts' proxy
materials must notify the Trust a reasonable time before it begins to print and
mail its proxy materials for that meeting. If a shareholder who wishes to
submit a proposal fails to timely notify the Trust, the proxies solicited for
the meeting will have discretionary authority to vote on the shareholder's
proposal if it is properly brought before the meeting. If a shareholder makes a
timely notification, the proxies may still exercise discretionary voting
authority to the extent permitted by the SEC's proxy rules. You may submit
shareholder proposals to Sheila M. Barry, Loomis Sayles Funds, One Financial
Center, Boston, Mass 02111.

Quorum and Methods of Tabulation. Forty percent (40%) of the shares entitled
to vote, present in person or represented by proxy, constitutes a quorum for
the transaction of business with respect to the election of Trustees at the
Meeting. Votes cast by proxy or in person at the meeting will be counted by
persons appointed by the Trust as tellers (the "Tellers") for the Meeting.

The Tellers will count the total number of votes cast "for" approval of the
proposal for purposes of determining whether sufficient affirmative votes have
been cast. The Tellers will count shares represented by proxies that reflect
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
the persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter) as shares that are present
and entitled to vote on the matter for purposes of determining the presence of
a quorum. With respect to the election of Trustees, neither abstentions nor
broker non-votes have any effect on the outcome of the election.

[X] PLEASE MARK VOTES
AS IN THIS SAMPLE

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

CONTROL NUMBER:
RECORD DATE SHARES:

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

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

1. Election of Trustees

For All For All
Nominees Withhold Except

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

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

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

DETACH CARD

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

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

FOLLOW THESE FOUR EASY STEPS:

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

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

4. Follow the recorded instructions.

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

DETACH CARD

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

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

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

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

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

4. Follow the instructions provided.

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

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

SPECIAL MEETING OF SHAREHOLDERS

LOOMIS SAYLES FUNDS
One Financial Center
Boston, Massachusetts 02111

THIS PROXY IS SOLICITED BY THE TRUSTEES

The undersigned hereby appoints Kevin P. Charleston, Lauren B. Pitalis and
Sheila M. Barry, and each of them separately, as proxies with power of
substitution to each, and hereby authorizes them to represent and to vote all of
the shares of the Loomis Sayles Funds (the "Trust") which the undersigned would
be entitled to vote if personally present at the Special Meeting of the
Shareholders of the Trust (the "Meeting") to be held at its offices on October
15, 2002 and at any adjournments thereof, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. Only shareholders of
record at the close of business on August 19, 2002 (the "Record Date") are
entitled to vote at the meeting or at any adjourned session thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF TRUSTEES AS SET FORTH IN PROPOSAL 1.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name appears on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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