LOOMIS SAYLES INVESTMENT TRUST, POS AMI, 1996-04-30

LOOMIS SAYLES INVESTMENT TRUST
POS AMI, 1996-04-30

Previous: HIGHLANDER INCOME FUND INC, NSAR-B, 1996-04-30

Next: VAN KAMPEN AMERICAN CAPITAL GLOBAL MANAGED ASSETS FUND, 497J, 1996-04-30

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1996
REGISTRATION NO. 811-8282

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
- ---
X
- ---

AMENDMENT NO. 7

- ---
X
- ---
(CHECK APPROPRIATE BOX OR BOXES)

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

LOOMIS SAYLES INVESTMENT TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

ONE FINANCIAL CENTER, BOSTON, MA 02111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 482-2450

NAME AND ADDRESS
OF AGENT FOR SERVICE COPY TO
--------------------- ------------

SANDRA P. TICHENOR, ESQ. J.B. KITTREDGE, ESQ.
LOOMIS, SAYLES & COMPANY, L.P. ROPES & GRAY
ONE FINANCIAL CENTER ONE INTERNATIONAL PLACE
BOSTON, MA 02111 BOSTON, MA 02110

--------------------
<PAGE>

EXPLANATORY NOTE

This Amendment No. 7 to the Registration Statement has been filed by
the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940,
as amended. However, beneficial interests in the Registrant have not been and
will not be registered under the Securities Act of 1933, as amended (the "1933
Act"), since such interests have been and will continue to be issued and sold
solely in private transactions that do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Registrant may
only be made by individuals or entities which are "accredited investors" within
the meaning of Regulation D under the 1933 Act. This Amendment No. 7 to the
Registration Statement does not constitute an offer to sell or the solicitation
of an offer to buy any beneficial interests in the Registrant.

<PAGE>

INCORPORATION BY REFERENCE

Parts A and B relating to the Core Fixed Income Fund and the Intermediate
Duration Fixed Income Fund are incorporated herein by reference to Amendment No.
6 to the Registrant's Registration Statement on Form N-1A as filed with the
Securities and Exchange Commission on April 2, 1995.

<PAGE>

Part A. INFORMATION REQUIRED IN A PROSPECTUS--INVESTMENT GRADE FIXED INCOME
FUND.

Item 1. Cover Page

Not applicable. See Paragraph 4 of General Instruction F.

Item 2. Synopsis

Not applicable. See Paragraph 4 of General Instruction F.

Item 3. Condensed Financial Information

Not applicable. See Paragraph 4 of General Instruction F.

Item 4. General Description of Registrant

See the Cover Page and the sections entitled "The Trust"; "Investment
Objective And Policies" and "More Information About the Funds'
Investments" in the Private Placement Memorandum attached as an
Appendix hereto (the "Private Placement Memorandum").

Item 5. Management of the Fund

See the Cover Page and the sections entitled "The Trust"; "The Fund's
Investment Adviser"; "Fund Expenses" and "Portfolio Transactions" in
the Private Placement Memorandum.

Item 5A. Management's Discussion of Fund Performance

Not applicable. See Paragraph 4 of General Instruction F.

Item 6. Capital Stock and Other Securities

See the Cover Page and the sections entitled "The Trust"; "How to
Redeem Shares" and "Dividends, Capital Gain Distributions and Taxes" in
the Private Placement Memorandum.

Item 7. Purchase of Securities Being Offered

See the section entitled "How to Purchase Shares" in the Private
Placement Memorandum.

Item 8. Redemption or Repurchase

See the section entitled "How to Redeem Shares" in the Private
Placement Memorandum.

Item 9. Pending Legal Proceedings

Not applicable.
<PAGE>

LOOMIS SAYLES INVESTMENT TRUST

LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND

ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
(617) 482-2450

PRIVATE PLACEMENT MEMORANDUM
APRIL 30, 1996

The Loomis Sayles Investment Trust (the "Trust") is a group of nine
investment pooled funds including the Loomis Sayles Investment Grade Fixed
Income Fund (the "Fund"). The other series which are offered by the Trust and
which are described in separate private placement memoranda are:

Loomis Sayles California Tax-Free Income Fund
Loomis Sayles Convertible Bond Fund
Loomis Sayles Core Fixed Income Fund
Loomis Sayles Core Growth Fund
Loomis Sayles Fixed Income Fund
Loomis Sayles High Yield Fixed Income Fund
Loomis Sayles Intermediate Duration Fixed Income Fund
Loomis Sayles Mortgage Securities Fund

Except for the California Tax-Free Income Fund, the funds are designed
specifically for tax-exempt investors such as pension plans, endowments and
foundations, although other institutions and high net-worth individuals are
eligible to invest. Each of the funds is separately managed and has its own
investment objective and policies. Loomis, Sayles & Company, L.P. ("Loomis
Sayles") is the investment adviser of each of the funds.

This Private Placement Memorandum (the "Memorandum") concisely
describes the information that you should know before investing in the Fund.
Please read it carefully and keep it for future reference. A Statement of
Additional Information dated April 30, 1996 is available free of charge. To
obtain one or to make any inquiries about the Fund, write to Loomis Sayles
Investment Trust, One Financial Center, Boston, Massachusetts 02111 or telephone
^(617) 482-2450. The Statement of Additional Information, which contains more
detailed information about the Fund, has been filed with the Securities and
Exchange Commission (the "SEC") and is incorporated by reference into this
Memorandum.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE TRANSFERRED OR RESOLD UNLESS SO REGISTERED OR EXEMPT THEREFROM. HOWEVER,
THE SECURITIES ARE REDEEMABLE AS DESCRIBED IN THIS MEMORANDUM. IN CERTAIN CASES
INVESTORS MAY BE REDEEMED "IN KIND" AND RECEIVE PORTFOLIO SECURITIES HELD BY THE
FUND IN LIEU OF CASH UPON REDEMPTION. IN SUCH CASE, AN INVESTOR WILL INCUR COSTS
WHEN THE INVESTOR SELLS THE SECURITIES DISTRIBUTED.

NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WHATSOEVER SHALL BE
EMPLOYED IN THE OFFERING OF THESE SECURITIES EXCEPT FOR THIS MEMORANDUM AND SUCH
SUPPLEMENTARY INFORMATION PREPARED BY THE FUND AND PRECEDED OR ACCOMPANIED BY
THIS MEMORANDUM. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR TO
PROVIDE ANY INFORMATION WITH RESPECT TO THESE SECURITIES EXCEPT SUCH INFORMATION
AS IS CONTAINED IN THIS MEMORANDUM AND IN THE STATEMENT OF ADDITIONAL
INFORMATION . ANY SALES MADE HEREUNDER SHALL NOT UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN MATTERS DISCUSSED HEREIN SINCE
THE DATE HEREOF.

<PAGE>

TABLE OF CONTENTS

SUMMARY OF EXPENSES ....................................................... 4

THE TRUST ................................................................. 5

INVESTMENT OBJECTIVE AND POLICIES ......................................... 5

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS ............................. 6

THE FUND'S INVESTMENT ADVISER ............................................. 9

FUND EXPENSES ............................................................. 9

PORTFOLIO TRANSACTIONS .................................................... 10

HOW TO PURCHASE SHARES .................................................... 10

HOW TO REDEEM SHARES ...................................................... 11

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES ........................... 11

<PAGE>

SUMMARY OF EXPENSES

The following information is provided to assist in understanding the
various expenses that an investor in the Fund will bear indirectly. The
information for the Fund is based on annualized expenses for the Fund's fiscal
year ended December 31, 1995 and gives effect to expense reimbursements by
Loomis Sayles. The information below should not be considered a representation
of future expenses, as actual expenses may be greater or less than those shown.
Also, the assumed 5% annual return in the example should not be considered a
representation of investment performance as actual performance will depend upon
the actual investment results of securities held in the Fund's portfolio.

Shareholder Transaction Expenses:
Maximum Sales Load Imposed on
Purchases (as % of offering price) none
Maximum Sales Load Imposed on
Reinvested Dividends (as % of
offering price) none
Deferred Sales Load (as % of original
purchase price or redemption
proceeds as applicable) none
12b-1 Fees none
Redemption Fees none
Exchange Fees none

Annual Operating Expenses After Expense
Reimbursements (as a percentage of net assets):
Management Fees1 .40%
Other Operating Expenses .15%
Total Operating Expenses .55%

Example

You would pay the following expenses on a
$1,000 investment assuming a 5% annual
return (with or without a redemption at
the end of each time period):

One Year $5.62
Three Years $17.63
Five Years $30.73
Ten Years $68.93

<PAGE>

THE TRUST

The Fund is a series of the Trust. The other series are the Loomis
Sayles California Tax-Free Income Fund, the Loomis Sayles Convertible Bond Fund,
the Loomis Sayles Core Fixed Income Fund, the Loomis Sayles Core Growth Fund,
the Loomis Sayles Fixed Income Fund, the Loomis Sayles High Yield Fixed Income
Fund, the Loomis Sayles Intermediate Duration Fixed Income Fund and the Loomis
Sayles Mortgage Securities Fund. The Trust is a diversified open-end management
investment company organized as a Massachusetts business trust on December 23,
1993. The Trust is authorized to issue an unlimited number of full and
fractional shares of beneficial interest in multiple series. Shares entitle
shareholders to receive dividends as determined by the Trust's board of trustees
(the "Trustees") and to cast a vote for each share held (with fractional votes
for each fractional share held) at shareholder meetings. Subject to the
restrictions described under "How to Redeem Shares," the shares are freely
transferable. The Trust does not generally hold shareholder meetings and will do
so only when required by law. Shareholders may call meetings to consider removal
of the Trustees.

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is above-average total investment
return through a combination of current income and capital appreciation.

The Fund will seek to achieve its objective by investing in a
diversified portfolio of debt securities although up to 20% of its assets may be
invested in preferred stocks. These debt securities may include corporate
securities, U.S. Government securities, zero coupon securities, collateralized
mortgage securities, convertible bonds and when-issued securities which are
described herein (together with their related risks) under "More Information
About the Fund's Investments." The Fund will normally invest at least 90% of its
assets in investment grade securities. Investment grade securities include those
rated BBB and above by Standard & Poor's Corporation ("S&P") or Baa and above by
Moody's Investors Service, Inc. ("Moody's") or unrated securities that Loomis
Sayles has determined to be of comparable quality. The Fund may invest a portion
of its assets in securities of Canadian issuers, and a limited portion of its
assets in the securities of other foreign issuers. See "More Information About
the Fund's Investments; Foreign Securities."

The percentages of the Fund's net assets invested during the fiscal
year ended December 31, 1995 in securities assigned to the various rating
categories by Moody's and S&P were approximately as follows: "AAA"/"Aaa" 8.8%;
"AA"/"Aa" 10.3%; "A"/"A" 21.2%; "BBB"/"Baa" 49.2%; "BB"/"Ba" 3.7%; "B"/"B"2.7%;
Below B 1.6%. The percentage of the Fund's net assets invested during such
fiscal year in unrated debt securities as a group was approximately 2.5%. The
percentages of the Fund's net assets invested during such fiscal year in such
unrated securities (categorized by comparable rating category) were
approximately as follows: "AAA"/"Aaa" 0%; "AA"/"Aa" 0%; "A"/"A" 0%; "BBB"/"Baa"
0%; "BB"/"Ba" 2.5%; "B"/"B" 0%; Below B 0%.

Some of the Fund's investment restrictions are "fundamental" and
cannot be changed without a majority vote of the shareholders of the Fund. Such
restrictions include: (1) prohibiting the Fund from making loans; (2)
prohibiting the Fund from purchasing a security (other than U.S. Government
Securities) if, as a result, more than 25% of the Fund's total assets (taken at
current value) would be invested in any one industry; (3) prohibiting the Fund
from borrowing money in excess of 10% of its total assets (taken at cost) or 5%
of its total assets (taken at current value), whichever is lower, and from
borrowing any money except as a temporary measure for extraordinary or emergency
purposes; (4) prohibiting the Fund from purchasing any illiquid security
including a security that is not readily marketable if, as a result, more than
15% of the Fund's net assets based on current value would then be invested in
such security. For additional investment restrictions, see the Statement of
Additional Information.

NOTE: Although authorized to invest in restricted securities, the Fund as a
matter of nonfundamental operating policy currently does not intend to
invest in such securities except Rule 144A securities. Rule 144A
securities are privately offered securities that can be resold only to
certain qualified institutional buyers. Rule 144A securities are
treated as illiquid, unless Loomis Sayles has determined, under
guidelines established by the Trustees, that the particular issue of
Rule 144A securities is liquid.

The investment objective of the Fund is "fundamental" and cannot be
changed without a majority vote of shareholders of the Fund. All investment
policies other than those identified as "fundamental," may be changed by the
Trustees without a vote of Fund shareholders. Securities that are downgraded in
quality subsequent to their purchase by the Fund may continue to be held by the
Fund and will be sold only if Loomis Sayles believes it to be advantageous to do
so.

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS

The net asset value of the Fund's shares will vary as a result of the
changes in the value of securities in the Fund's portfolio. The following
describes the securities in which the Fund will principally invest and describes
the risks associated with them. Additional information about the Fund's
investment practices can be found in the Statement of Additional Information.

FIXED INCOME SECURITIES

The Fund may invest in fixed income securities of any maturity. Fixed
income securities pay a specified rate of interest or dividends, or a rate that
is adjusted periodically by reference to some specified index or market rate.
Fixed income securities include securities issued by federal, state, local and
foreign governments and related agencies, and by a wide range of private
issuers. Because interest rates vary, it is impossible to predict the income of
the Fund for any particular period.

Fixed income securities are subject to market and credit risk. Market
risk relates to changes in a security's value as a result of changes in interest
rates generally. In general, the values of fixed income securities increase when
prevailing interest rates fall and decrease when interest rates rise. Credit
risk relates to the ability of the issuer to make payments of principal and
interest. Generally, the longer the maturity of a fixed income security, the
greater the fluctuations in its value because of market and credit risk.

U.S. GOVERNMENT SECURITIES

U.S. Government Securities have different kinds of government support.
For example, some U.S. Government Securities, such as U.S. Treasury bonds, are
supported by the full faith and credit of the United States, whereas certain
other U.S. Government Securities issued or guaranteed by federal agencies or
government-sponsored enterprises are not supported by the full faith and credit
of the United States.

Although U.S. Government Securities generally do not involve the credit
risks associated with other types of fixed income securities, the market values
of U.S. Government Securities do go up and down as interest rates change. Thus,
for example, the value of an investment in U.S. Government Securities may fall
during times of rising interest rates. Yields on U.S. Government Securities tend
to be lower than those of other fixed income securities of comparable
maturities.

Some U.S. Government Securities, such as Government National Mortgage
Association Certificates, are known as "mortgage -backed" securities,
representing interests in "pools" of mortgage loans secured by residential or
commercial real property. Interest and principal payments on the mortgages
underlying mortgage backed U.S. Government Securities are passed through to the
holders of the security. If the Fund purchases mortgage-backed securities at a
discount or a premium, the Fund will recognize a gain or loss when the payments
of principal, through prepayment or otherwise, are passed through to the Fund
and, if the payment occurs in a period of falling interest rates, the Fund may
not be able to reinvest the payment at as favorable an interest rate. As a
result of these principal prepayment features, mortgage-backed securities are
generally more volatile investments than many other fixed income securities.

In addition to investing directly in U.S. Government Securities, the
Fund may purchase certificates of accrual or similar instruments ("strips")
evidencing undivided ownership interests in interest payments or principal
payments, or both, in U.S. Treasury Securities. These investment instruments may
be highly volatile.

LOWER RATED FIXED INCOME SECURITIES

The Fund may invest a portion of its assets in securities rated below
investment grade ("lower rated fixed income securities"), including securities
in the lowest rating categories, and comparable unrated securities. Lower rated
fixed income securities generally provide higher yields, but are subject to
greater credit and market risk than higher quality fixed income securities.
Lower rated fixed income securities are considered speculative with respect to
the ability of the issuer to meet principal and interest payments. Achievement
of the investment objective of a fund investing in lower rated fixed income
securities may be more dependent on the investment adviser's own credit analysis
than is the case with higher quality bonds. The market for lower rated fixed
income securities may be more severely affected than some other financial
markets by economic recession or substantial interest rate increases. The value
and liquidity of lower rated fixed income securities may be diminished by
adverse publicity and investor perceptions. Also, legislation that limits the
tax benefits to issuers or holders of taxable lower rated fixed income
securities or that limits the ability of certain categories of financial
institutions to invest in these securities may adversely affect market value. In
addition, the secondary market may be less liquid for lower rated fixed income
securities. This lack of liquidity at certain times may affect the values of
these securities and may make the valuation and sale of these securities by the
Fund more difficult. Securities of below investment grade quality are commonly
referred to as "junk bonds." Securities in the lowest rating categories may be
in poor standing or in default. Investment grade fixed income securities rated
BBB by S&P or Baa by Moody's may share some of the characteristics of lower
rated fixed income securities described above.

ZERO COUPON SECURITIES

The Fund may invest in "zero coupon" fixed income securities. These
securities accrue interest at a specified rate, but do not pay interest in cash
on a current basis. The Fund is required to distribute the income on zero coupon
securities to Fund shareholders as the income accrues, even though the Fund is
not receiving the income in cash on a current basis. Thus the Fund may have to
sell other investments to obtain cash to make income distributions. The market
value of zero coupon securities is often more volatile than that of non-zero
coupon fixed income securities of comparable quality and maturity.

COLLATERALIZED MORTGAGE OBLIGATIONS

The Fund may invest in collateralized mortgage obligations ("CMOs"). A
CMO is a limited recourse security backed by a portfolio of mortgages or more
typically mortgage-backed securities held under an indenture. CMOs may be issued
either by U.S. Government instrumentalities or by non-governmental entities. The
issuer's obligation to make interest and principal payments is derived from and
secured by the underlying portfolio of mortgages or mortgage-backed securities.
CMOs are issued with a number of classes or series which have different
maturities and which may represent interests in some or all of the interest or
principal on the underlying collateral or a combination thereof. CMOs of
different classes or series are generally retired in sequence as the underlying
mortgage loans in the mortgage pool are repaid. In the event of sufficient early
prepayments on such mortgages, the class or series of CMOs first to mature
generally will be retired prior to its maturity. As with other mortgage-backed
securities, the early retirement of a particular class or series of CMOs held by
the Fund could involve the loss of any premium the Fund paid when it acquired
the investment and could result in the Fund's reinvesting the proceeds at a
lower interest rate than the interest rate paid by the retired CMO . Because of
the early retirement feature, CMOs may be more volatile than many other
fixed-income investments.

WHEN-ISSUED SECURITIES

The Fund may purchase securities on a "when-issued" basis. This means
that the Fund will enter into a commitment to buy the security before the
security has been issued. The Fund's payment obligation and the interest rate on
the security are determined when the Fund enters into the commitment. The
security is typically delivered to the Fund 15 to 120 days later. No interest
accrues on the security between the time the Fund enters into the commitment and
the time the security is issued. If the value of the security being purchased
falls between the time the Fund commits to buy it and the payment date, the Fund
may sustain a loss. The risk of this loss is in addition to the Fund's risk of
loss on the securities actually in its portfolio at the time. In addition, when
the Fund buys a security on a when-issued basis, it is subject to the risk that
market rates of interest will increase before the time the security is
delivered, with the result that the yield on the security delivered to the Fund
may be lower than the yield available on other, comparable securities at the
time of delivery. If the Fund has outstanding obligations to buy when-issued
securities, it will maintain liquid high-grade assets in a segregated account at
its custodian bank in an amount sufficient to satisfy these obligations.

FOREIGN SECURITIES

The Fund may invest in securities of issuers organized or headquartered
outside the United States ("foreign securities"). The Fund will not purchase a
foreign security (for purposes of this limitation securities of Canadian issuers
publicly traded in the United States will not be treated as a foreign security)
if, as a result, the Fund's total holdings of foreign securities would exceed
20% of the Fund's total assets.

Although investing in foreign securities may increase the Fund's
diversification and reduce portfolio volatility, foreign securities may present
risks not associated with investments in comparable securities of U.S. issuers.
There may be less information publicly available about a foreign corporate or
government issuer than about a U.S. issuer, and foreign corporate issuers are
not generally subject to accounting, auditing and financial reporting standards
and practices comparable to those in the United States. The securities of some
foreign issuers are less liquid and at times more volatile than securities of
comparable U.S. issuers. Foreign brokerage commissions and securities custody
costs are often higher than in the United States. With respect to certain
foreign countries, there is a possibility of governmental expropriation of
assets, confiscatory taxation, political or financial instability and diplomatic
developments that could affect the value of investments in those countries. The
Fund's receipt of interest on foreign government securities may depend on the
availability of tax or other revenues to satisfy the issuer's obligations and
the remedies of the Fund may be extremely limited if a foreign government
defaults on its obligations.

The Fund's investments in foreign securities may include investments in
countries whose economies or securities markets are not yet highly developed.
Special considerations associated with these investments (in addition to the
considerations regarding foreign investments generally) may include, among
others, greater political uncertainties, an economy's dependence on revenues
from particular commodities or on international aid or development assistance,
currency transfer restrictions, highly limited numbers of potential buyers for
such securities and delays and disruptions in securities settlement procedures.

Since most foreign securities are denominated in foreign currencies or
traded primarily in securities markets in which settlements are made in foreign
currencies, the value of these investments and the net investment income
available for distribution to shareholders of the Fund may be affected favorably
or unfavorably by changes in currency exchange rates or exchange control
regulations. Changes in the value relative to the U.S. dollar of a foreign
currency in which the Fund's holdings are denominated will result in a change in
the U.S. dollar value of the Fund's assets and the Fund's income available for
distribution.

In addition, although part of the Fund's income may be received or
realized in foreign currencies, the Fund will be required to compute and
distribute its income in U.S. dollars. Therefore, if the value of a currency
relative to the U.S. dollar declines after the Fund's income has been earned in
that currency, translated into U.S. dollars and declared as a dividend, but
before payment of the dividend, the Fund could be required to liquidate
portfolio securities to pay the dividend. Similarly, if the value of a currency
relative to the U.S. dollar declines between the time the Fund accrues expenses
in U.S. dollars and the time such expenses are paid, the amount of such currency
required to be converted into U.S. dollars will be greater than the equivalent
amount in such currency of such expenses at the time they were incurred.

THE FUND'S INVESTMENT ADVISER

The Fund's investment adviser is Loomis Sayles, One Financial Center,
Boston, Massachusetts 02111. Founded in 1926, Loomis Sayles is one of the
country's oldest and largest investment firms. Loomis Sayles's sole general
partner is owned by New England Investment Companies, L.P., a publicly traded
limited partnership whose sole general partner is a wholly-owned subsidiary of
New England Mutual Life Insurance Company ("The New England"). The New England
and Metropolitan Life Insurance Company ("Met Life") have entered into an
agreement to merge, with Met Life to be the survivor of the merger. The merger
is conditioned upon, among other things, approval by the policyholders of The
New England and Met Life and receipt of certain regulatory approvals.

It will be required that for a period of three years following the
merger, at least 75% of the Trustees be persons who are not interested persons
of the Trust's investment adviser. It is expected that upon the closing of the
merger, the board of trustees will consist of only one Trustee, and he will not
be an interested person of the Trust.

The merger of The New England into Met Life is expected to constitute
an "assignment" of the existing investment advisory agreement between the Fund
and its investment adviser. Under the Investment Company Act of 1940 (the "1940
Act"), an "assignment" will result in the automatic termination of the
investment advisory agreement, effective at the time of the merger. Shareholders
of the Fund have approved a new investment advisory agreement with Loomis Sayles
with the same terms as the current advisory agreement to take effect in the
event that the current advisory agreement is terminated by operation of the 1940
Act in connection with the merger.

In addition to selecting and reviewing the Fund's investments, Loomis
Sayles provides executive and other personnel for the management of the Fund.
The Trustees supervise Loomis Sayles's conduct of the affairs of the Fund.

Loomis Sayles acts as the transfer agent and dividend-paying agent for
the Fund.

The portfolio manager for the Fund since its inception has been Daniel
J. Fuss who has been with Loomis Sayles since 1976 and is head of the Fixed
Income Management Group. Mr. Fuss is an Executive Vice President of Loomis
Sayles.

FUND EXPENSES

The Fund pays Loomis Sayles a monthly investment advisory fee. This fee
is at the annual rate of .40% of the Fund's average weekly net assets.

In addition to the investment advisory fee, the Fund pays all expenses
not expressly assumed by Loomis Sayles, including taxes, brokerage commissions,
fees of the Fund's custodian, independent accountants and legal counsel and fees
of the Trustees who are not directors, officers or employees of Loomis Sayles or
its affiliated companies.

Loomis Sayles has voluntarily undertaken for an indefinite period to
waive its fees and, to the extent necessary , bear other Fund expenses in order
to limit the Fund's annualized total operating expenses to .55% of average
annual net assets.

PORTFOLIO TRANSACTIONS

Loomis Sayles selects brokers and dealers to execute portfolio
transactions for the Fund. Portfolio turnover considerations will not limit
Loomis Sayles's investment discretion in managing the Fund's assets. The Fund
anticipates that its portfolio turnover rates will vary significantly from time
to time depending on the volatility of economic and market conditions. High
portfolio turnover may involve higher costs such as higher brokerage commissions
and higher levels of taxable gains. See "Dividends, Capital Gain Distributions
and Taxes" for information on the tax consequences of investing in the Fund.

HOW TO PURCHASE SHARES

You may make an initial purchase of shares of the Fund by submitting a
completed subscription agreement (attached hereto as Exhibit A) and payment to
Loomis Sayles.

The minimum initial investment in the Fund is $3,000,000. Subsequent
investments must be at least $50,000. The Trust reserves the right to waive
these minimums in its sole discretion.

Shares of the Fund may be purchased by (i) giving cash, (ii) exchanging
securities on deposit with a custodian acceptable to Loomis Sayles or (iii) a
combination of such securities and cash. Purchase of shares of the Fund in
exchange for securities is subject in each case to the determination by Loomis
Sayles that the securities to be exchanged are acceptable for purchase by the
Fund. In all cases Loomis Sayles reserves the right to reject any particular
investment. Securities accepted by Loomis Sayles in exchange for Fund shares
will be valued in the same manner as the Fund's assets as described below as of
the time of the Fund's next determination of net asset value after such
acceptance. All dividends and subscription or other rights which are reflected
in the market price of accepted securities at the time of valuation become the
property of the Fund and must be delivered to the Fund upon receipt by the
investor from the issuer. A gain or loss for federal income tax purposes would
be realized upon the exchange by an investor that is subject to federal income
taxation, depending upon the investor's basis in the securities tendered. A
shareholder who wishes to purchase shares by exchanging securities should obtain
instructions by calling (617) 482-2450.

Loomis Sayles will not approve the acceptance of securities in exchange
for shares of the Fund unless (1) Loomis Sayles, in its sole discretion,
believes the securities are appropriate investments for the Fund; (2) the
investor represents and agrees that all securities offered to the Fund can be
resold by the Fund without restriction under the Securities Act of 1933, as
amended (the "Securities Act") or otherwise; and (3) the securities are eligible
to be acquired under the Fund's investment policies and restrictions. No
investor owning 5% or more of the Fund's shares may purchase additional Fund
shares by the exchange of securities.

Upon acceptance of your order, the Trust opens an account for you,
applies the payment to the purchase of full and fractional Fund shares of
beneficial interest and mails a statement of the account confirming the
transaction. After an account has been established, you may send subsequent
investments at any time.

Purchases of shares in the Fund are limited to persons who are
"accredited investors" as defined in Regulation D under the Securities Act and
who have completed and signed a subscription agreement in the form attached
hereto as Exhibit A. The Trust reserves the right to reject any purchase order
for any reason which the Trust in its sole discretion deems appropriate.
Purchasers must be acquiring shares for their own account and for investment
purposes only. Although the Trust does not anticipate that it will do so, the
Trust reserves the right to suspend or change the terms of the offering of its
shares.

The price you pay will be the per share net asset value next calculated
after a proper investment order is received by the Trust. Shares of the Fund are
sold with no sales charge. The net asset value of the Fund's shares is
calculated by dividing the Fund's net assets by the number of shares
outstanding. Calculations of net asset value are calculated at least weekly and
as of the close of the New York Stock Exchange (the "Exchange") on each day on
which an order for purchase or redemption of the Fund's shares is received and
on which the Exchange is open for unrestricted trading. Portfolio securities are
valued at their market value as more fully described in the Statement of
Additional Information.

HOW TO REDEEM SHARES

The securities offered hereby have not been registered under the
Securities Act or the securities laws of any state and may not be transferred or
resold unless so registered or exempt therefrom. However, the securities are
redeemable.

You can redeem your shares by sending a written request to the Trust.

The written request must include the name of the Fund, your account
number, the exact name(s) in which your shares are registered, and the number of
shares or the dollar amount to be redeemed. All owners of the shares must sign
the written request in the exact names in which the shares are registered and
should indicate any special capacity in which they are signing (such as trustee
or custodian or on behalf of a partnership, corporation or other entity).

The redemption price will be the net asset value per share next
determined after the written redemption request and any necessary special
documentation are received by the Trust in proper form.

Proceeds resulting from a written redemption request will normally be
mailed to you within seven days after receipt of your request in good order. If
you purchased your shares by check and your check was deposited less than
fifteen days prior to the redemption request, the Fund may withhold redemption
proceeds until your check has cleared.

Redemption proceeds may be made in money or in kind, or partly in money
and partly in kind, as determined by the Trust.

The Fund may suspend the right of redemption and may postpone payment
for more than seven days when the Exchange is closed for other than weekends or
holidays, or if permitted by the rules of the SEC when trading on the Exchange
is restricted or during an emergency which makes it impracticable for the Fund
to dispose of its securities or to determine fairly the value of its net assets,
or during any other period permitted by the SEC for the protection of investors.

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES

Because the Fund is designed primarily for tax-exempt investors such
as pension plans, endowments and foundations, the Fund is not managed with a
view to reducing taxes. The Fund pays any net investment income to shareholders
as monthly dividends. The Fund also distributes all of its net realized capital
gains after applying any capital loss carryovers. Any capital gain distributions
are normally made annually in December, but may, to the extent permitted by law,
be made more frequently as deemed advisable by the Trustees. The Trustees may
change the frequency with which the Fund declares or pays dividends.

Your dividends and capital gain distributions will automatically be
reinvested in additional shares of the Fund on the payment date unless you have
elected to receive cash. Dividends and capital gain distributions will be taxed
as described below whether received in cash or additional shares.

The Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). As such, so long as
the Fund distributes substantially all its net investment income and net
realized capital gains to its shareholders on a current basis, the Fund itself
does not pay any federal income or excise tax. The Fund intends to make
sufficient distributions to be relieved of federal taxes.

Income dividends and short-term capital gain distributions are treated
as ordinary income to you whether distributed in cash or additional shares.
Long-term capital gain distributions are treated as long-term capital gains to
you whether distributed in cash or additional shares and regardless of how long
you have held your shares. However, any loss recognized by you on the taxable
disposition of shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain distribution you received with
respect to the shares.

The Fund is required to withhold 31% of redemption proceeds, income
dividends and capital gain distributions it pays to you (1) if you do not
provide a correct, certified taxpayer identification number, (2) if the Fund is
notified that you have underreported income in the past, or (3) if you fail to
certify to the Fund that you are not subject to such withholding.

In January of each year, the Trust will send you a statement showing
the federal tax status of dividends and distributions paid to you during the
preceding year.

NOTE: The foregoing summarizes certain U.S. federal income tax consequences
of investing in the Fund. Before investing, you should consult your
own tax adviser for more information concerning the federal, state and
local tax consequences of investing in, redeeming or exchanging Fund
shares.

CUSTODIAN OF ASSETS INVESTMENT ADVISER
State Street Bank and Trust Company Loomis, Sayles & Company, L.P.
Boston, Massachusetts 02102 One Financial Center
Boston, Massachusetts 02111

<PAGE>

APPENDIX A

DESCRIPTION OF BOND RATINGS ASSIGNED BY
STANDARD & POOR'S CORPORATION AND
MOODY'S INVESTORS SERVICE, INC.

STANDARD & POOR'S CORPORATION

AAA

This is the highest rating assigned by Standard & Poor's to a debt obligation
and indicates an extremely strong capacity to pay interest and repay principal.

Bonds rated AA also qualify as high quality debt obligations. Capacity to pay
interest and repay principal is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay interest and
repay principal. Whereas they normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to repay principal and pay interest for bonds in this
category than for bonds in higher rated categories.

BB, B, CCC, CC

Bonds rated BB, B, CCC and CC are regarded, on balance, as predominately
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such bonds will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

The rating C is reserved for income bonds on which no interest is being paid.

Bonds rated D are in default, and payment of interest and/or repayment of
principal is in arrears.

Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

<PAGE>

MOODY'S INVESTORS SERVICE, INC.

Aaa

Bonds that are rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large, or by an exceptionally stable,
margin, and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Bonds that are rated Aa are judged to be high quality by all standards. Together
with the Aaa group they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there are other elements present that make the long-term
risks appear somewhat larger than in Aaa securities.

Bonds that are rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.

Baa

Bonds that are rated Baa are considered as medium grade obligations; i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present, but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often, the protection of interest and
principal payments may be very moderate, and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa

Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds, and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Should no rating be assigned by Moody's, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities that are not
rated as a matter of policy.

3. There is lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed in which case the rating is not
published in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designed by the symbols Aa1, A1,
Baa1, Ba1 and B1, and those with the weakest investment attributes are
designated by the symbols Aa3, A3, Baa3, Ba3 and B3.

<PAGE>

EXHIBIT A

LOOMIS SAYLES INVESTMENT TRUST

SUBSCRIPTION AGREEMENT
FOR
SHARES OF BENEFICIAL INTEREST IN

THE

LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND

Total Subscription Price: $______________________

SUBSCRIBER INFORMATION:
- -----------------------

Name of Subscriber: _________________________________________________________
(hereinafter "SUBSCRIBER")

Social Security Number or ___________________________________________________
Taxpayer Identification Number

Person Signing (if different): ______________________________________________
Capacity (if applicable): ___________________________________________________

Address: ____________________________________________________________________
(Number and Street)

____________________________________________________________________
(City) (State) (Zip Code)

Telephone: _____________________
<PAGE>

SUBSCRIBER hereby agrees as follows:

1. SUBSCRIBER hereby subscribes for shares of beneficial interest in the
Loomis Sayles Investment Grade Fixed Income Fund (the "Fund"), one of
five series of the Loomis Sayles Investment Trust (the "Trust") in the
dollar amount set forth above. Upon request of the Trust, SUBSCRIBER
will wire funds in such amount to:

State Street Bank & Trust Co./Boston MA
ABA# 011000028
Mutual Funds Dept.
TNE Group
Fund #4844-Loomis Sayles Investment Grade
Fixed Income Fund
Deposit Account #4133-176-0

2. SUBSCRIBER understands and agrees that this subscription for shares of
beneficial interest in the Fund (the "Shares") is ineffective and that
SUBSCRIBER will not become a shareholder of the Fund until (i)
SUBSCRIBER completes all applicable information requested in this
Subscription Agreement, (ii) SUBSCRIBER executes this Subscription
Agreement and delivers it to the Trust, (iii) the Trust accepts the
Subscription Agreement on behalf of the Fund, which acceptance may be
withheld in the Trust's sole discretion, and (iv) the Trust can and has
confirmed that the subscription price has been received in the account
listed in Section 1 above.

3. SUBSCRIBER represents and warrants to the Trust that SUBSCRIBER has
received a copy of the Private Placement Memorandum dated April 30,
1996 (the "Placement Memorandum") relating to the offer for sale by the
Trust of the Shares and has had an opportunity to request a Statement
of Additional Information dated as of April 30, 1996 (the "SAI"), and
has reviewed the Placement Memorandum carefully prior to executing this
Subscription Agreement. SUBSCRIBER acknowledges that SUBSCRIBER had the
opportunity to ask questions of, and receive answers from,
representatives of the Trust concerning terms and conditions of the
Offering and to obtain any additional information necessary to verify
the accuracy of the information contained in the Placement Memorandum
or the SAI. SUBSCRIBER further acknowledges that no person is
authorized to give any information or to make any representation which
is contrary to the information contained in the Placement Memorandum or
the SAI and that, if given or made, any such contrary information or
representation may not be relied upon as having been authorized.

4. SUBSCRIBER understands and acknowledges that, in selling the Shares to
SUBSCRIBER, the Trust is relying on the representations made and
information supplied in this Subscription Agreement to determine that
the sale of the Shares to SUBSCRIBER complies with (or meets the
requirements of any applicable exemption from) the Securities Act of
1933, as amended (the "1933 Act"), and applicable state securities
laws.

5. SUBSCRIBER represents that it is acquiring the Shares subscribed for by
this Subscription Agreement for its own account for investment only and
not with a view to any resale or distribution.

6. SUBSCRIBER represents that it (either alone or together with its
purchaser representative, if any, whose identity has been disclosed to
the Trust) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of the
investment represented by the Fund and that SUBSCRIBER is able to bear
the economic risk of this investment including the risk of loss of the
investment.

7. SUBSCRIBER understands that on behalf of the Fund, the Trust will offer
the Shares only to investors which qualify as "accredited investors" as
defined in Regulation D under the 1933 Act. SUBSCRIBER represents that
it qualifies as an "accredited investor" because SUBSCRIBER is
described in the paragraph or paragraphs indicated below:
(CHECK ONE OR MORE)

[ ] A natural person who had an individual income in excess of $200,000 in
each of the two most recent years or joint income with his or her
spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current
year.

[ ] A natural person whose individual net worth, or joint net worth with
his or her spouse, exceeds $1,000,000 at the time of purchase of the
Shares.

[ ] A trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Shares offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii)
of Regulation D of the 1933 Act.

[ ] An organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
Shares offered, with total assets in excess of $5,000,000.

[ ] A private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940, as amended.

[ ] A bank as defined in Section 3(a)(2) of the 1933 Act, or a savings and
loan association or other institution as defined in Section 3(a)(5)(A)
of the 1933 Act, whether acting in its individual or fiduciary
capacity; a broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended; an insurance company as
defined in Section 2(13) of the 1933 Act; an investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), or a business development company as defined in Section
2(a)(48) of the 1940 Act; a Small Business Investment Company licensed
by the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total assets in excess of
$5,000,000; an employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of
such Act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons
that are accredited investors.

[ ] A Trustee or Executive Officer of the Trust whose purchase exceeds
$1,000,000.

[ ] An entity in which all of the equity owners are accredited investors
as defined above.

8. SUBSCRIBER represents that it is a resident of (or, if SUBSCRIBER is
an entity its principal offices are located in)_____________________
(U.S. State)

9. SUBSCRIBER agrees to promptly notify the Trust of any development that
causes any of the representations made or information supplied in this
Subscription Agreement to be untrue at any time.

10. SUBSCRIBER understands that the Shares are not publicly traded and that
there will be no public market for the Shares upon completion of the
Offering.

11. SUBSCRIBER understands and agrees that the Shares are being sold in a
transaction which is exempt from the registration requirements of the
1933 Act and, in certain cases, of state securities laws, and that such
interests will be subject to transfer restrictions under the 1933 Act
and applicable state securities laws and, except to the extent that
redemption is permitted as described in the Placement Memorandum and
the SAI, must be held indefinitely unless subsequently registered under
the 1933 Act and applicable state securities laws or an exemption from
such registration is available. The undersigned further understands and
agrees that the Trust is under no obligation to register such Shares
and that any exemptions are extremely limited.

12. SUBSCRIBER agrees to transfer all or any part of its Shares only in
compliance with all applicable conditions and restrictions contained in
this Subscription Agreement, the Placement Memorandum, the SAI, the
1933 Act and any applicable state securities laws.

13. SUBSCRIBER hereby agrees to be bound by all terms and conditions of
this Subscription Agreement.

14. This Subscription Agreement shall be governed by and construed under
the laws of The Commonwealth of Massachusetts and is intended to take
effect as an instrument under seal and shall be binding on SUBSCRIBER
in accordance with its terms.

15. Please sign this Subscription Agreement exactly as you wish your Shares
to be registered. (The information supplied by you below should conform
to that given on the cover page.)

By signing below, I (we) certify under penalties of perjury (1) that the Social
Security or Taxpayer Identification Number provided above is correct and (2)
that the IRS has never notified me (us) that I (we) am (are) subject to backup
withholding, or has notified me (us) that I (we) am (are) no longer subject to
such backup withholding. (Note: if part (2) of this sentence is not true in your
case, please strike out that part before signing.)

Dated: ___________________________ Name of SUBSCRIBER: ______________________

By: ______________________________________

Name of Person Signing if different from
SUBSCRIBER:
__________________________________________
(please print or type)

Capacity: ________________________________
(please print or type)

Accepted:

LOOMIS SAYLES INVESTMENT TRUST,
on behalf of the Loomis Sayles Investment
Grade Fixed Income Fund

By: _____________________________________
Name:
Title:

A copy of the Agreement and Declaration of Trust establishing the Trust
is on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the Fund
named above 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 individually but
are binding only upon the assets and property belonging to the Series.

<PAGE>

Part A. INFORMATION REQUIRED IN A PROSPECTUS -- FIXED INCOME FUND.

Item 1. Cover Page

Not applicable. See Paragraph 4 of General Instruction F.

Item 2. Synopsis

Not applicable. See Paragraph 4 of General Instruction F.

Item 3. Condensed Financial Information

Not applicable. See Paragraph 4 of General Instruction F.

Item 4. General Description of Registrant

See the Cover Page and the sections entitled "The Trust"; "Investment ^
Objective And Policies" and "More Information About the Funds'
Investments" in the Private Placement Memorandum attached as an
Appendix hereto (the "Private Placement Memorandum").

Item 5. Management of the Fund

See the Cover Page^ and the sections entitled "The Trust"; "The ^
FUND'S Investment Adviser"; "Fund Expenses" and "Portfolio
Transactions" in the Private Placement Memorandum.

Item 5A. Management's Discussion of Fund Performance

Not applicable. See Paragraph 4 of General Instruction F.

Item 6. Capital Stock and Other Securities

See the Cover Page and the sections entitled "The Trust"; "How to
Redeem Shares" and "Dividends, Capital Gain Distributions and Taxes" in
the Private Placement Memorandum.

Item 7. Purchase of Securities Being Offered

See the section entitled "How to Purchase Shares" in the Private
Placement Memorandum.

Item 8. Redemption or Repurchase

See the section entitled "How to Redeem Shares" in the Private
Placement Memorandum.

Item 9. Pending Legal Proceedings

Not applicable.

<PAGE>

LOOMIS SAYLES INVESTMENT TRUST

LOOMIS SAYLES FIXED INCOME FUND

ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
(617) 482-2450

PRIVATE PLACEMENT MEMORANDUM
APRIL 30, 1996

The Loomis Sayles Investment Trust (the "Trust") is a group of nine
investment pooled funds including the Loomis Sayles Fixed Income Fund (the
"Fund"). The other series which are offered by the Trust and which are described
in separate private placement memoranda are:

Loomis Sayles California Tax-Free Income Fund
Loomis Sayles Convertible Bond Fund
Loomis Sayles Core Fixed Income Fund
Loomis Sayles Core Growth Fund
Loomis Sayles High Yield Fixed Income Fund
Loomis Sayles Intermediate Duration Fixed Income Fund
Loomis Sayles Investment Grade Fixed Income Fund
Loomis Sayles Mortgage Securities Fund

This Private Placement Memorandum (the "Memorandum") concisely
describes the information that you should know before investing in the Fund.
Please read it carefully and keep it for future reference. A Statement of
Additional Information dated April 30, 1996 is available free of charge. To
obtain one or to make any inquiries about the Fund, write to Loomis Sayles
Investment Trust, One Financial Center, Boston, Massachusetts 02111 or telephone
617-482-2450. The Statement of Additional Information, which contains more
detailed information about the Fund, has been filed with the Securities and
Exchange Commission (the "SEC") and is incorporated by reference into this
Memorandum.

NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WHATSOEVER SHALL BE
EMPLOYED IN THE OFFERING OF THESE SECURITIES EXCEPT FOR THIS MEMORANDUM AND SUCH
SUPPLEMENTARY INFORMATION PREPARED BY THE FUND AND PRECEDED OR ACCOMPANIED BY
THIS MEMORANDUM. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR TO
PROVIDE ANY INFORMATION WITH RESPECT TO THESE SECURITIES EXCEPT SUCH INFORMATION
AS IS CONTAINED IN THIS MEMORANDUM AND IN THE STATEMENT OF ADDITIONAL
INFORMATION. ANY SALES MADE HEREUNDER SHALL NOT UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN MATTERS DISCUSSED HEREIN SINCE
THE DATE HEREOF.