LOOMIS SAYLES FUNDS

SCHEDULE 14A INFORMATION

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

[LOGO] LOOMIS SAYLES FUNDS

March 24, 2003

[PHOTO] Dear Shareholders:

Robert Blanding
A special meeting of shareholders will be held on May 14, 2003.
The purpose of the meeting is to elect Trustees for Loomis Sayles
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 by CDC IXIS Asset Management Advisers, L.P. (an affiliate of
Loomis, Sayles & Company, L.P.). The election of these nominees would
facilitate the consolidation of the Board of Trustees of Loomis Sayles Funds
with those of the CDC Nvest Funds Complex.

How is a consolidated Board of Trustees beneficial to shareholders?

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

Why are shareholders being asked to elect new Trustees?

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

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

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

Who is eligible to vote for the Trustees?

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

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

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

When will the new Trustees take office?

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

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

Please note that if you own more than one fund you will find enclosed a proxy
card for each fund. Please be sure to 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, a
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, for the following purposes:

1. To elect Trustees.

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

Shareholders of record at the close of business on February 26, 2003 are
entitled to notice of and to vote at the meeting.

By Order of the Trustees

Sheila M. Barry
Secretary

March 24, 2003

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

SPECIAL MEETING OF SHAREHOLDERS

LOOMIS SAYLES 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 May 14, 2003 and at any adjournments
thereof, for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders. Only shareholders of record at the close of business
on February 26, 2003 (the "Record Date") are entitled to vote at the meeting or
at any adjourned session thereof. As of the Record Date, there were issued and
outstanding 218,971,818.952 shares of the Trust consisting of the following
number of shares of each of the classes 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 vote and each fractional share is entitled to a proportionate
fractional vote. All shares are entitled to vote on the proposal to elect
Trustees.

The President's Letter to Shareholders, the Summary of the Proposal, the
Notice of Special Meeting of Shareholders, the Proxy Card(s) and this Proxy
Statement are being mailed to shareholders of record as of the Record Date on
or about March 24, 2003. A copy of the Annual Report of the Trust for its
fiscal year ended September 30, 2002, including financial statements, can be
obtained without charge by writing to Loomis, Sayles & Company, L.P. at One
Financial Center, Boston, Massachusetts 02111 or by calling (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
of the nominees named herein as Trustees.

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

Proxies will be solicited primarily by mailing this Proxy Statement and its
enclosures, but supplementary solicitations may also be made by mail,
telephone, telegraph or personal interview by officers of the Trust or by
officers, employees or agents of the Funds' investment advisor, Loomis, Sayles
& Company, L.P. ("Loomis Sayles") and its affiliates. In addition, D.F. King &
Co., Inc. and Equiserve, Inc. have been retained to assist in the solicitation
of proxies at a cost which is not expected to exceed $100,000, plus any
reimbursement for their out-of-pocket expenses. The cost of the solicitation
will be borne by Loomis Sayles.

I. ELECTION OF TRUSTEES

The Trustees have fixed at thirteen the number of Trustees for election at
the Meeting. Joseph Alaimo, Edward A. Benjamin, Robert J. Blanding and Paul G.
Chenault are the only nominees that are presently Trustees of the Trust. Each
of the nominees is also a nominee for election as a trustee of Loomis Sayles
Investment Trust, a separate group 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 to be
appointed as trustees of the CDC Nvest Funds Complex,/1/ a separate family of
funds that, except for the CDC Nvest AEW Real Estate Income Fund (which is
advised by AEW Management and Advisors, L.P.) and the CDC Nvest Targeted Equity
Fund (which is advised by Capital Growth Management Limited Partnership), are
advised by CDC IXIS Asset Management Advisors, L.P. (an affiliate of Loomis
Sayles) in late May 2003. Each remaining nominee, except for Mr. Alaimo,
currently serves as trustee of the CDC Nvest Funds Complex. The nomination of
the nominees as Trustees of the Trust is intended in part to effect a
consolidation of the boards of trustees of the CDC Nvest Funds Complex and the
Loomis Sayles Fund Complex (the "CDC-Loomis Fund Complex"). The board
consolidation may be followed by certain mergers, reorganizations and
liquidations involving various funds in the CDC-Loomis Fund Complex.

Each of the nominees has agreed to serve as a Trustee of the Trust if
elected. If any of the nominees should be unavailable for election at the time
of the Meeting (which is not presently anticipated), the persons named as
proxies may vote for other persons in their discretion or the Trustees may vote
to fix the number of Trustees at fewer than thirteen. The Trust's Agreement and
Declaration of Trust does not provide for the annual election of Trustees.
However, in accordance with the Investment Company Act of 1940 (the "1940
Act"), (i) the Trust will hold a shareholders' meeting for the election of
Trustees at such times as less than a majority of the Trustees holding office
have been elected by shareholders, and (ii) if, after filling a vacancy on the
Board of Trustees, less than two-thirds of the Trustees holding office would
have been elected by the shareholders, that vacancy may only be filled by a
vote of the shareholders. In addition, Trustees may be removed from office by a
written consent signed by the holders of two-thirds of the outstanding shares
of the Trust and filed with the Trust's custodian, or by vote of the holders of
two-thirds of the outstanding shares of the Trust at a meeting duly called for
such purpose, which meeting shall be held upon the written request of the
shareholders holding not less than 10% of the Trust's outstanding shares.
- --------
/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 who is not an "interested person" (as defined in the 1940 Act)
of the Trust is compensated at the rate of $5,000 per in-person meeting per
annum. In addition, each Trustee receives an annual retainer of $20,000 and is
reimbursed for travel expenses in connection with attendance at meetings.
Currently, these fees are allocated ratably among all the funds in the Loomis
Sayles Fund Complex. It is expected that following the consolidation of the
boards of trustees of the CDC Nvest Funds Complex and the Loomis Sayles Fund
Complex, these fees will be increased in recognition of the increased
responsibilities of the Trustees and will be allocated ratably among all the
funds in the CDC-Loomis Fund Complex. The Trust pays no compensation to its
officers or to Trustees who are "interested persons" (as defined in the 1940
Act) of the Trust.

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

Compensation Table
For the Fiscal Year Ended September 30, 2002

(1) (2) (3) (4) (5)
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 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,
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

In the event that sufficient votes in favor of the election of any of the
Nominees are not received by May 14, 2003, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of the
election of all of the Nominees. They will vote against such adjournment those
proxies required to be voted against the election of any of the Nominees and
will not vote any proxies that direct them to abstain from voting on the
election of the Nominees.

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

Shareholder Proposals at Future Meetings. Because the Trust does not hold
regular meetings of shareholders, no particular date is anticipated for the
next shareholder meeting. Shareholders who wish to submit a proposal to be
included in the Trust's proxy materials for the next meeting of shareholders,
if any, must deliver notice of the proposal within a reasonable time before the
Trust begins to print and mail its proxy materials. As of March 24, 2003, the
Trust has not received any shareholder proposals and thus none is included in
these proxy materials. Shareholders who wish to make a proposal at the next
meeting of shareholders, if any, that will not be included in the Trust's proxy
materials must notify the Trust a reasonable time before it begins to print and
mail its proxy materials for that meeting. If a shareholder who wishes to
submit a proposal fails to

timely notify the Trust, the proxies solicited for the meeting will have
discretionary authority to vote on the shareholder's proposal if it is properly
brought before the meeting. If a shareholder makes a timely notification, the
proxies may still exercise discretionary voting authority to the extent
permitted by the Securities and Exchange Commission's proxy rules. You may
submit shareholder proposals to Sheila M. Barry, Secretary, Loomis Sayles
Funds, One Financial Center, Boston, Massachusetts 02111.

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

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

LS141

[X]PLEASE MARK VOTES,
AS IN THIS EXAMPLE

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

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

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

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

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

DETACH CARD DETACH CARD

Your vote is important. Please vote immediately.

- --------------------------------------- ----------------------------------
Vote-by-Internet [GRAPHIC] Vote-by-Telephone [GRAPHIC]

1. Log on to the Internet and go OR 1. Call toll-free
to http://www.eproxyvote. 1-877-PRX-VOTE(1-877-779-8683)
com/lsbdx

2. Enter your Voter Control Number 2. Enter your Voter Control Number
listed above and follow the easy listed above and follow the
steps outlined on the secured easy recorded instructions.
website.
- --------------------------------------- ----------------------------------
If you vote over the Internet or by telephone, please do not mail your card.

SPECIAL MEETING OF SHAREHOLDERS

LOOMIS SAYLES 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") that the undersigned would
be entitled to vote if personally present at the Special Meeting of the
Shareholders of the Trust (the "Meeting") to be held at its offices on May 14,
2003 and at any adjournments thereof, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. Only shareholders of
record at the close of business on February 26, 2003 (the "Record Date") are
entitled to vote at the meeting or at any adjourned session thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER AND IN THE PROXIES' DISCRETION ON SUCH OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF TRUSTEES AS SET FORTH IN PROPOSAL 1.

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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please sign exactly as your name appears on the books of the Trust. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized
officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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