SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[X] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under rule 14a-12

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

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

AUGUST 5, 2004

A special meeting (the "Meeting") of the shareholders of the Fund will be
held at 2:00 p.m. on August 5, 2004 at the offices of the Fund's administrator,
CDC IXIS Asset Management Services, Inc., at 399 Boylston Street, Boston,
Massachusetts 02116 for the following purposes:

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

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

3. To transact such other business as may properly come before the Meeting or
any adjournments thereof.

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

By order of the Board of Trustees,

JOHN E. PELLETIER, Secretary

June 30, 2004

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

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

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

PROXY STATEMENT

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

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

OVERVIEW OF THE PROPOSALS

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

A VOTE FOR THE PROPOSALS:

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

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

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

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

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

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

I. PROPOSAL 1: APPROVAL OF A DISTRIBUTION AGREEMENT

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

EVALUATION BY THE BOARD OF TRUSTEES

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

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

DESCRIPTION OF DISTRIBUTION AGREEMENT

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

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

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

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

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

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

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

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

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

EVALUATION BY THE BOARD OF TRUSTEES

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

DESCRIPTION OF THE RULE 12B-1 PLAN

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

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

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

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

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

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

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

III. OTHER INFORMATION

ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR.

Loomis, Sayles & Company, L.P. is the investment adviser to the Fund.
Loomis Sayles Distributors, L.P. is the principal underwriter for the Class J
shares of the Fund. CDC IXIS Asset Management Distributors, L.P. ("CDC IXIS
Distributors"), an affiliate of Loomis, Sayles & Company, L.P., is the principal
underwriter for the Fund's other classes of shares. CDC IXIS Asset Management
Services, Inc. ("CDC IXIS Services"), an affiliate of Loomis, Sayles & Company,
L.P. and Loomis Sayles Distributors, L.P., is the Fund's administrator and also
serves as the transfer and shareholder servicing agent for the Fund's other
share classes. The address of Loomis, Sayles & Company, L.P. and Loomis Sayles
Distributors, L.P. is One Financial Center, Boston, Massachusetts 02111. The
address of CDC IXIS Distributors and CDC IXIS Services is 399 Boylston Street,
Boston, Massachusetts 02116.

Because they hold positions with the U.S. Distributor and/or its
affiliates, certain of the Fund's Trustees may be deemed to have a material
direct or indirect interest in the subject matter of the Proposals. These
Trustees are (i) Mr. Peter S. Voss, who is Director of CDC IXIS Services, an
affiliate of the U.S. Distributor; Director of CDC IXIS Asset Management
Distribution Corporation ("CDC IXIS Distribution Corporation"), an affiliate of
the U.S. Distributor; Director and Chairman of CDC IXIS Asset Management
Associates, Inc., an affiliate of the U.S. Distributor; Director of Loomis,
Sayles & Company, Inc., an affiliate of the U.S. Distributor; and Director and
Member of the Executive Board of CDC IXIS Asset Management, the parent company
of the U.S. Distributor; (ii) Mr. Robert J. Blanding, who is President,
Chairman, Director and Chief Executive Officer of Loomis, Sayles & Company,
L.P.; and (iii) Mr. John T. Hailer, who is Director and Executive Vice President
of CDC IXIS Distribution Corporation and President and Chief Executive Officer
of CDC IXIS Distributors. The Board currently consists of three interested
Trustees (listed above) and eight Independent Trustees.

OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS.

Class J shareholders of record at the close of business on June 30, 2004
are entitled to notice of and to vote at the Meeting and any adjourned session.
Appendix C to this Proxy Statement lists for the Fund the total number of shares
of Class J outstanding as of June 10, 2004. It also identifies holders, as of
June 10, 2004, of more than 5% of Class J shares of the Fund, and contains
information about the shareholdings in the Fund of the Trustees and the
executive officers of the Fund as of June 10, 2004.

INFORMATION ABOUT THE OWNERSHIP OF THE DISTRIBUTOR

THE DISTRIBUTOR. Loomis Sayles Distributors, L.P., the U.S. Distributor, is
a limited partnership organized under the laws of the State of Delaware. Its
sole general partner, Loomis, Sayles & Company, Inc., is a wholly owned
subsidiary of CDC IXIS Asset Management Holdings, Inc. ("CDC IXIS Holdings"),
which in turn is a wholly owned subsidiary of CDC IXIS Asset Management North
America, L.P. ("CDC IXIS North America"). CDC IXIS North America is ultimately
owned by three large affiliated French financial services firms: the Caisse des
Depots et Consignations ("CDC"); the Caisse Nationale des Caisses d'Epargne, a
financial institution owned by CDC and by affiliated French savings banks known
as the Caisses d'Epargne; and by CNP Assurances, a leading French life insurance
company. The registered office of CDC is 56, rue de Lille, 75007 Paris, France.
The registered address of Caisse Nationale des Caisses d'Epargne is 5, rue
Masseran, 75007 Paris, France. The registered address of CNP Assurances is 4,
place Raoul Dautry, 75015 Paris, France.

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

The principal executive officer of Loomis Sayles Distributors, L.P. is John
F. Gallagher. Mr. Gallagher also is a Director and the Head of Sales & Marketing
at Loomis, Sayles & Company, L.P. The address of Loomis, Sayles & Company, Inc.
and Mr. Gallagher is One Financial Center, Boston, Massachusetts 02111. The
address of CDC IXIS Holdings and CDC IXIS North America is 399 Boylston Street,
Boston, Massachusetts 02116.

INFORMATION ABOUT PROXIES AND THE CONDUCT OF THE MEETING

SOLICITATION OF PROXIES. None of the costs of the Meeting, including the
costs of soliciting proxies, if any, will be borne by the Fund. All such costs
will be paid by the U.S. Distributor and its affiliates. Proxies will be
solicited primarily by mailing this Proxy Statement and its enclosures, but
proxies may also be solicited through further mailings, telephone calls,
personal interviews or e-mails by officers of the Fund, by employees or agents
of the U.S. Distributor or CDC IXIS North America and its affiliated companies,
and by Japanese securities dealers in Japan that promote the sale of Class J
shares of the Fund.

VOTING PROCESS. You can vote by (i) completing and returning the enclosed
proxy card; or (ii) casting your vote in person at the Meeting.

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

relevant proposal. If you mail the enclosed proxy and no choice is indicated for
a proposal listed in the attached Notice of Meeting, your proxy will be voted in
favor of that proposal. At any time before it has been voted, your proxy may be
revoked in one of the following ways: (i) by sending a signed, written letter of
revocation to the Secretary of the Trust, (ii) by properly executing a
later-dated proxy, or (iii) by attending the Meeting, requesting return of any
previously delivered proxy and voting in person.

TABULATION OF PROXIES. Votes cast in person or by proxy at the Meeting will
be counted by persons appointed by the Fund as tellers for the Meeting (the
"Tellers"). Forty percent (40%) of the Class J shares of the Fund outstanding on
the Record Date, present in person or represented by proxy, constitutes quorum
for the transaction of business by the shareholders of the Fund at the Meeting.
In determining whether quorum is present, the Tellers will count shares
represented by proxies that reflect abstentions, and "broker non-votes," as
shares that are present and entitled to vote. Since these shares will be counted
as present, but not as voting in favor of any proposal, these shares will have
the same effect as if they cast votes against the proposal. "Broker non-votes"
are shares held by brokers or nominees as to which (i) the broker or nominee
does not have discretionary voting power and (ii) the broker or nominee has not
received instructions from the beneficial owner or other person who is entitled
to instruct how the shares will be voted.

REQUIRED VOTE. The vote required to approve each proposal is the lesser of
(1) 67% of the Class J shares of the Fund that are present at the Meeting, if
the holders of more than 50% of the Class J shares of the Fund outstanding as of
the Record Date are present or represented by proxy at the Meeting, or (2) more
than 50% of the Class J shares of the Fund outstanding on the Record Date. If
the required vote is not obtained for any proposal, the Trustees will consider
what other actions to take in the best interests of the Fund.

ADJOURNMENTS; OTHER BUSINESS. In the event that a quorum is not present for
purposes of acting on a proposal, or if sufficient votes in favor of a proposal
are not received by the time of the Meeting, the persons named as proxies may
propose that the Meeting be adjourned one or more times to permit further
solicitation of proxies. The persons named as proxies will vote in favor of any
such adjournment all proxies that they are entitled to vote in favor of any
proposal that has not yet then been adopted. They will vote against any such
adjournment any proxy that directs them to vote against each proposal that has
not yet then been adopted. They will not vote any proxy that directs them to
abstain from voting on a proposal. The adjournment of a Meeting will not affect
any proposals approved prior to the adjournment.

The Meeting has been called to transact any business that properly comes
before it. The only business that management of the Fund intends to present or
knows that others will present are Proposals 1 and 2, described above. If any
other matters properly come before the Meeting, and on all matters incidental to
the conduct of the Meeting, the persons named as proxies intend to vote the
proxies in accordance with their judgment, unless the Secretary of the Trust has
previously received written contrary instructions from the shareholder entitled
to vote the shares.

SHAREHOLDER PROPOSALS AT FUTURE MEETINGS. The Trust does not hold annual or
other regular meetings of shareholders. Shareholder proposals to be presented at
any future meeting of shareholders of the Fund must be received by the Fund in
writing a reasonable amount of time before the Trust solicits proxies for that

meeting, in order to be considered for inclusion in the proxy materials for that
meeting.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

APPENDIX A

AMENDED AND RESTATED
DISTRIBUTION AGREEMENT

AGREEMENT made this 7th day of December 1999 by and between LOOMIS SAYLES
FUNDS, a Massachusetts business trust (the "Trust"), and LOOMIS SAYLES
DISTRIBUTORS, L.P., a Delaware limited partnership (the "Distributor").

WITNESSETH:

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

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

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

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

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

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

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

5. TRUST ISSUANCE OF SERIES SHARES. The delivery of Series shares shall be
made promptly by a credit to a shareholder's open account for the relevant
Series. The Trust reserves the right (a) to issue Series shares at any time
directly to the shareholders of the Series as a stock dividend or stock
split, (b) to issue to such shareholders Series shares, or rights to
subscribe to Series shares, as all or part of any dividend that may be
distributed to shareholders of the Series or as all or part of any optional
or alternative dividend that may be distributed to shareholders of the
Series, and (c) to sell Series shares in accordance with any current
applicable prospectus of the Trust relating to the Series shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LOOMIS SAYLES FUNDS

By: ________________________________
Daniel J. Fuss
President

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

By: ________________________________
Lauren B. Pitalis
President

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

APPENDIX B

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

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

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

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

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

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

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

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

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

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

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

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

APPENDIX C

OUTSTANDING SHARES
As of June 10, 2004, the total number of Class J shares of the Fund outstanding
was approximately ______________.

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

- ---------------------------------------------------- ----------------------- ---------------------------
NAME AND PERCENTAGE OF
ADDRESS OF SHARES OUTSTANDING SHARES
OWNER* OWNED OF CLASS OWNED
- ---------------------------------------------------- ----------------------- ---------------------------
- ---------------------------------------------------- ----------------------- ---------------------------

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

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

*Such ownership may be beneficially held by individuals or entities other than
the owner listed. To the extent that any listed shareholder beneficially owns
more than 25% of the Fund, it may be deemed to "control" the Fund within the
meaning of the Investment Company Act of 1940, as amended.

As of June 10, 2004, the Trustees and the executive officers of the Trust, as a
group and individually, owned less than 1% of the Class J shares of the Fund.

C-1

Loomis Sayles Investment Grade Bond Fund - Class J Shares
(The "Fund")

PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR SPECIAL MEETING OF
SHAREHOLDERS ON AUGUST 5, 2004

The undersigned shareholder hereby appoints each of John E. Pelletier, Coleen
Downs Dinneen, Russell Kane and Nicholas H. Palmerino as proxies of the
undersigned, with full power of substitution, to represent the undersigned and
vote at the Special Meeting of Shareholders of the Loomis Sayles Investment
Grade Bond Fund - Class J Shares to be held on August 5, 2004 at 2:00 p.m.
Eastern time at the offices of the Fund's administrator, CDC IXIS Asset
Management Services, Inc., at 399 Boylston Street, Boston, Massachusetts 02116,
and at any adjournments thereof, all shares of the Fund that the undersigned
would be entitled to vote if personally present. Your vote acknowledges receipt
of the Notice of Special Meeting and the accompanying Proxy Statement.

PLEASE VOTE YOUR PROXY TODAY BY COMPLETING, SIGNING, DATING AND RETURNING THIS
PROXY CARD. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS.

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

Vote on Proposals (check appropriate boxes below)

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

FOR AGAINST ABSTAIN

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

FOR AGAINST ABSTAIN

Please sign exactly as your name appears on this proxy card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, sign in the partnership name.

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