Registration No. 333-144327
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. _____
[X] Post-Effective Amendment No. 2
(Check appropriate Box or Boxes)
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LOOMIS SAYLES FUNDS II
(Exact Name of Registrant as Specified in Charter)
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(617) 449-2810
(Area Code and Telephone Number)
399 Boylston Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices, including Zip Code)
Coleen Downs Dinneen, Esq.
Natixis Distributors, L.P.
399 Boylston Street
Boston, Massachusetts 02116
(Name and address of agent for service)
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Copy to:
John M. Loder, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (the "Amendment") to this Registration
Statement on Form N-14 (the "Registration Statement"), under the Securities Act
of 1933 is being filed by Loomis Sayles Funds II (the "Registrant") solely for
the purpose of adding the enclosed exhibits to this Registration Statement.
Parts A and B of Post-Effective Amendment No. 1 to the Registration Statement
filed with the Securities and Exchange Commission on August 29, 2007 (Accession
No. 0001193125-07-191842) are incorporated herein by reference.
Registration No.
333-144327
PART C
OTHER INFORMATION
Item 15. Indemnification
Under Article 5 of the Registrant's By-laws, any past or present Trustee or
officer of the Registrant (hereinafter referred to as a "Covered Person") shall
be indemnified to the fullest extent permitted by law against all liability and
all expenses reasonably incurred by him or her in connection with any claim,
action, suit or proceeding to which he or she may be a party or otherwise
involved by reason of his or her being or having been a Covered Person. That
provision does not authorize indemnification when it is determined that such
Covered Person would otherwise be liable to the Registrant or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. This description is modified in its entirety by
the provision of Article 5 of the Registrant's By-laws incorporated by
reference to exhibit (b)(1) to Post-Effective Amendment No. 39 to the
Registrant's Registration Statement filed on December 2, 2005.
The Distribution Agreement, the Custodian Contract, the Transfer Agency and
Service Agreement and the Administrative Services Agreement (the "Agreements")
contained herein and in various post-effective amendments and incorporated
herein by reference, provide for indemnification. The general effect of these
provisions is to indemnify entities contracting with the Registrant against
liability and expenses in certain circumstances. This description is modified
in its entirety by the provisions of the Agreements as contained in this
Registration Statement and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to Trustees,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of the Registrant in connection with the
successful defense of any claim, action, suit or proceeding) is asserted
against the Registrant by such Trustee, officer or controlling person in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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Registrant and its Trustees, officers and employees are insured, under a policy
of insurance maintained by the Registrant in conjunction with Natixis Global
Asset Management, L.P. (formerly IXIS Asset Management U.S. Group, L.P.) and
its affiliates, within the limits and subject to the limitations of the policy,
against certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such Trustees or officers. The policy expressly excludes coverage
for any Trustee or officer for any claim arising out of any fraudulent act or
omission, any dishonest act or omission or any criminal act or omission of the
Trustee or officer.
Item 16. Exhibits
(1) Agreement and Declaration of Trust. (i)
(2) By-laws. (i)
(3) Voting Trust Agreements.
Not applicable.
(4) Agreement and Plan of Reorganization is filed herewith.
(5) Instruments Defining Rights of Security Holders.
Rights of shareholders are described in Article III, Section 6 of the
Agreement and Declaration of Trust, which is described in response to
Item 16(1) above. (i)
(6) Investment Advisory Contracts.
Advisory Agreement dated October 30, 2000 between the Registrant, on behalf
of the Loomis Sayles Value Fund and Loomis, Sayles & Company, L.P. ("Loomis
Sayles") (iii)
(7) Distribution Agreements and Dealer Agreement.
(a) Amended and Restated Distribution Agreement dated June 1, 2007 between
Registrant on behalf of the Loomis Sayles Value Fund and Natixis
Distributors, L.P. (formerly, IXIS Asset Management Distributors, L.P.) (iv)
(b) Form of Dealer Agreement. (ii)
(8) Bonus or Profit Sharing Contracts.
Not applicable.
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(9) Custodian Agreements.
(a) Custodian Contract dated September 1, 2005 among the Registrant, on
behalf of its respective series, Natixis Funds Trust I (formerly, IXIS
Advisor Funds Trust I), Natixis Funds Trust II (formerly, IXIS Advisor
Funds Trust II), Natixis Funds Trust III, (formerly, IXIS Advisor Funds
Trust III), Natixis Funds Trust IV (formerly, IXIS Advisor Funds Trust IV),
Natixis Cash Management Trust (formerly, IXIS Advisor Cash Management
Trust), Loomis Sayles Funds I and State Street Bank and Trust Company
("State Street Bank")(i)
(b) Amendment No. 1 dated September 15, 2006 to the Master Custody
Agreement. (v)
(10) Rule 12b-1 Plans and Rule 18f-3 Plans.
(a) 12b-1 Plan relating to Class A shares of Loomis Sayles Value Fund (vi)
(b) 12b-1 Plan relating to Class B shares of Loomis Sayles Value Fund (vi)
(c) 12b-1 Plan relating to Class C shares of Loomis Sayles Value Fund (vi)
(d) 18f-3 Plan effective January 2007 (vi)
(11) Opinion and Consent of Ropes & Gray LLP as to the legality of the
securities being registered. (xv)
(12) Opinion and Consent of Ropes & Gray LLP relating to Tax Matters and
Consequences to Shareholders is filed herewith.
(13) Other Material Contracts.
(a) Transfer Agency and Services Agreement dated October 1, 2005 between
Registrant on behalf of its series, Natixis Funds Trust I (formerly,
IXIS Advisor Funds Trust I), Natixis Funds Trust II (formerly, IXIS
Advisor Funds Trust II), Natixis Funds Trust III, (formerly, IXIS
Advisor Funds Trust III), Natixis Funds Trust IV (formerly, IXIS
Advisor Funds Trust IV), Natixis Cash Management Trust (formerly,
IXIS Advisor Cash Management Trust), Loomis Sayles Funds I and Boston
Financial Data Services, Inc. (i)
(b) First Addendum dated November 1, 2005 to Transfer Agency and Services
Agreement (i)
(c) Revised Appendix A, dated July 17, 2006 to Transfer Agency and
Services Agreement (v)
(d) Administrative Services Agreement dated January 3, 2005, between
Registrant on behalf of its series, Natixis Funds Trust I (formerly,
IXIS Advisor Funds Trust I), Natixis Funds Trust II (formerly, IXIS
Advisor Funds Trust II), Natixis Funds Trust III, (formerly, IXIS
Advisor Funds Trust III), Natixis Funds Trust IV (formerly, IXIS
Advisor Funds Trust IV),
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Loomis Sayles Funds I and Natixis Asset Management Advisors
(formerly, IXIS Asset Management Advisors, L.P.) (vii)
(e) First Amendment dated November 1, 2005 to Administrative Services
Agreement. (i)
(f) Second Amendment dated January 1, 2006 to Administrative Services
Agreement. (viii)
(g) Third Amendment dated July 1, 2007 to Administrative Services
Agreement. (ii)
(h) Reliance Agreement for Exchange Privileges dated September 30, 2003,
by and between the Registrant on behalf of its series and Natixis
Funds Trust I (formerly, IXIS Advisor Funds Trust I), Natixis Funds
Trust II (formerly, IXIS Advisor Funds Trust II), Natixis Funds Trust
III, (formerly, IXIS Advisor Funds Trust III), Natixis Funds Trust IV
(formerly, IXIS Advisor Funds Trust IV), Natixis Cash Management
Trust (formerly, IXIS Advisor Cash Management Trust), Loomis Sayles
Funds I. (ix)
(i) Fee Waiver/Expenses Reimbursement Undertaking dated June 1, 2007
between Loomis Sayles and the Registrant on behalf of Loomis Sayles
Value Fund. (iv)
(j) Securities Lending Authorization Agreement dated September 1, 2005
between Registrant on behalf of its series, Natixis Funds Trust I
(formerly, IXIS Advisor Funds Trust I), Natixis Funds Trust II
(formerly, IXIS Advisor Funds Trust II), Natixis Funds Trust III,
(formerly, IXIS Advisor Funds Trust III), Natixis Funds Trust IV
(formerly, IXIS Advisor Funds Trust IV), Natixis Cash Management
Trust (formerly, IXIS Advisor Cash Management Trust), Loomis Sayles
Funds I and State Street Bank (viii)
(14) Other Opinions, Appraisals or Rulings.
Consent of PricewaterhouseCoopers LLP. (ii)
(15) Omitted Financial Statements.
Not applicable.
(16) Powers of Attorney.
(a) Power of Attorney dated October 18, 2004, for Graham T. Allison, Jr.,
Edward A. Benjamin, Robert J. Blanding, Daniel M. Cain, Richard Darman,
John T. Hailer and Sandra O. Moose. (x)
(b) Power of Attorney dated June 2, 2005, for Charles D. Baker and Cynthia
L. Walker. (i)
(c) Power of Attorney dated April 25, 2007, for Jonathan P. Mason. (iv)
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(17) Additional Exhibits.
(a) Form of Proxy. (xv)
(b) Natixis Value Fund Classes A, B and C Prospectus dated May 1, 2007, as
supplemented on June 1, 2007. (xi)
(c) Statement of Additional Information Parts I and II of the Natixis
Equity Funds dated May 1, 2007, as supplemented on June 11, 2007 and
August 1, 2007. (xi)
(d) Annual Report to shareholders of the Loomis Sayles Equity Funds for
the fiscal year ended September 30, 2006. (xii)
(e) Annual Report to shareholders of the IXIS Advisor Equity Funds for the
fiscal year ended December 31, 2006. (xiii)
(f) Semi-Annual Report to Shareholders of the Loomis Sayles Equity Funds
for the period ended March 31, 2007. (xiv)
(i) Incorporated by reference to the Exhibits to Post-Effective Amendment
No. 39 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on December 2, 2005.
(ii) Incorporated by reference to the Exhibits to Post-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-14 under the
Securities Act of 1933 filed with the SEC on August 29, 2007.
(iii) Incorporated by reference to the Exhibits to Post Effective Amendment
No. 27 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on January 30, 2001.
(iv) Incorporated by reference to the Exhibits to Post Effective Amendment
No. 45 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on May 30, 2007.
(v) Incorporated by reference to the Exhibits to Post-Effective Amendment
No. 43 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on January 26, 2007.
(vi) Incorporated by reference to the Exhibits to Post-Effective Amendment
No. 44 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on April 2, 2007.
(vii) Incorporated by reference to the Exhibits to Post-Effective Amendment
No. 38 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on January 28, 2005.
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(viii) Incorporated by reference to the Exhibits to Post-Effective Amendment
No. 40 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on January 30, 2006.
(ix) Incorporated by reference to the Exhibits to Post-Effective Amendment
No. 35 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on November 28, 2003.
(x) Incorporated by reference to the Exhibits to Post-Effective Amendment
No. 37 to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933 filed with the SEC on December 2, 2004.
(xi) Incorporated by reference to Natixis Funds Trust I (formerly IXIS Advisor
Funds Trust I) Post-Effective Amendment No. 69 on Form N-1A under the
Securities Act of 1933 filed with the SEC on July 2, 2007.
(xii) Incorporated by reference to Form N-CSR for Loomis Sayles Funds II filed
on December 7, 2006.
(xiii) Incorporated by reference to Form N-CSR for Natixis Funds Trust I
(formerly IXIS Advisor Funds Trust I) filed on March 5, 2007.
(xiv) Incorporated by reference to Form N-CSR for Loomis Sayles Funds II filed
on June 4, 2007.
(xv) Incorporated by reference to the Exhibits to the Registrant's Registration
Statement on Form N-14 under the Securities Act of 1933 filed with the SEC on
July 3, 2007.
Item 17. Undertakings
(1) Registrant hereby agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is part of this
registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(2) Registrant hereby agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
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(3) Pursuant to the requirements of Form N-14, the undersigned undertakes to
file, by post-effective amendment to this registration statement, an
opinion of counsel supporting the tax matters and consequences to the
shareholders discussed in the Prospectus/Proxy Statement that is part of
this registration statement within a reasonable time after receipt of such
opinion.
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LOOMIS SAYLES FUNDS II
SIGNATURES
As required by the Securities Act of 1933, as amended, this registration
statement has been signed on behalf of the registrant, in the City of Boston,
and the Commonwealth of Massachusetts on the 26th day of November, 2007.
LOOMIS SAYLES FUNDS II
By: /s/ John T. Hailer
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John T. Hailer
President
As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
- --------- ----- ----
/s/ Michael C. Kardok Treasurer November 26, 2007
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Michael C. Kardok
/s/ GRAHAM T. ALLISON, JR.* Trustee November 26, 2007
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Graham T. Allison, Jr.
/s/ CHARLES D. BAKER* Trustee November 26, 2007
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Charles D. Baker
/s/ EDWARD A. BENJAMIN* Trustee November 26, 2007
- -------------------------------
Edward A. Benjamin
/s/ ROBERT J. BLANDING* Trustee November 26, 2007
- -------------------------------
Robert J. Blanding
/s/ DANIEL M. CAIN* Trustee November 26, 2007
- -------------------------------
Daniel M. Cain
/s/ RICHARD DARMAN* Trustee November 26, 2007
- -------------------------------
Richard Darman
/s/ John T. Hailer Trustee and President November 26, 2007
- -------------------------------
John T. Hailer
/s/ JONATHAN P. MASON* Trustee November 26, 2007
- -------------------------------
Jonathan P. Mason
/s/ SANDRA O. MOOSE* Trustee, Chairperson of November 26, 2007
- ------------------------------- the Board
Sandra O. Moose
/s/ CYNTHIA L. WALKER* Trustee November 26, 2007
- -------------------------------
Cynthia L. Walker
*By: /s/ Coleen Downs Dinneen
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Coleen Downs Dinneen
Attorney-In-Fact**/***/****
November 26, 2007
** Powers of Attorney are incorporated by reference to Exhibit (q) to
Post-Effective Amendment No. 37 to the Registrant's Registration Statement
filed on December 2, 2004.
*** Powers of Attorney for Charles D. Baker and Cynthia L. Walker are
incorporated by reference to Exhibit (q)(2) to Post-Effective Amendment
No. 39 to the Registrant's Registration Statement as filed on December 2,
2005.
**** Powers of Attorney for Jonathan P. Mason are incorporated by reference to
Exhibit (q)(3) to Post-Effective Amendment No. 45 to the Registrant's
Registration Statement as filed on May 30, 2007.
LOOMIS SAYLES FUNDS II
EXHIBIT INDEX
Exhibits for Item 16 of Form N-14
Exhibit Description
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Exhibit 4 Agreement and Plan of Reorganization
Exhibit 12 Opinion and Consent of Ropes & Gray LLP