LOOMIS SAYLES INVESTMENT TRUST, 485APOS, 1999-11-19

LOOMIS SAYLES INVESTMENT TRUST
485APOS, 1999-11-19

Previous: ATOMIC BURRITO INC, 10QSB, 1999-11-19

Next: NEUROBIOLOGICAL TECHNOLOGIES INC /CA/, SC 13D/A, 1999-11-19

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1999
REGISTRATION NOS. 333-22931 AND 811-8282

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 |X|
Post-Effective Amendment No. |_|
Post-Effective Amendment No. 6 |X|

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 16 |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
-------------------- -------

Sheila M. Barry, Esq. Truman S. Casner, Esq.
Loomis, Sayles & Company, L.P. Ropes & Gray
One Financial Center One International Place
Boston, MA 02111 Boston, MA 02110

It is proposed that this filing will become effective (check appropriate box):

|_| Immediately upon filing pursuant to paragraph (b) of Rule 485
|_| On_____________ pursuant to paragraph (b)
|X| 60 days after filing pursuant to paragraph (a)(1)
|_| On _____________ pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| On _____________ pursuant to paragraph (a)(2)

If appropriate, check the following box:

|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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

<PAGE>

LOGO

LOOMIS SAYLES INVESTMENT TRUST PROSPECTUS
JANUARY __, 2000

LOOMIS SAYLES CORE FIXED INCOME FUND

Loomis Sayles & Company, L.P., which has managed mutual funds since 1926,
is the investment adviser of the Fund.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
RISK/RETURN SUMMARY...........................................................1
Loomis Sayles Core Fixed Income Fund.....................................2

EXPENSES OF THE FUND..........................................................8

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS
AND RISK CONSIDERATIONS....................................................9

MANAGEMENT...................................................................15
Investment Adviser......................................................15
Portfolio Managers......................................................15

GENERAL INFORMATION..........................................................16
Pricing.................................................................16
How to Purchase Shares..................................................16
How to Redeem Shares....................................................17
Dividends and Distributions.............................................18
Tax Consequences........................................................19

FINANCIAL HIGHLIGHTS.........................................................20

APPENDIX A...................................................................22
</TABLE>

<PAGE>

RISK/RETURN SUMMARY

Loomis Sayles Investment Trust is a group of nine mutual funds. This
Prospectus describes the Loomis Sayles Core Fixed Income Fund.

The following is a summary of certain key information about the
Fund. You will find additional information about the Fund, including a
detailed description of the risks of an investment in the Fund, after this
summary.

This Risk/Return summary describes the Fund's objective, principal
investment strategies, principal risks, and performance. The summary includes
a short discussion of some of the principal risks of investing in the Fund. A
further discussion of these and other principal risks begins after this
summary.

A more detailed description of the Fund, including some of the
additional risks associated with investing in the Fund, can be found further
back in this Prospectus after the Summary of Principal Risks. Please be sure
to read this additional information before you invest.

The Risk/Return summary includes a bar chart showing the Fund's
annual returns and a table showing the Fund's average annual returns. The bar
chart and table provide an indication of the historical risk of an investment
in the Fund by showing:

- how the Fund's performance varied from year to year over
the life of the Fund; and

- how the Fund's average annual returns for one year and
over the life of the Fund compared to those of a
broad-based securities market index.

The Fund's past performance, of course, does not necessarily
indicate how it will perform in the future.

You can lose money by investing in the Fund. The Fund may not
achieve its objective and is not intended to be a complete investment
program. An investment in the Fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

-1-

<PAGE>

LOOMIS SAYLES CORE FIXED INCOME FUND

INVESTMENT OBJECTIVE. The Fund's investment objective is high total return
through a combination of current income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES. The Fund generally invests at least 90% of
its assets in investment grade fixed income securities, although it may
invest up to 10% of its assets in lower rated fixed income securities ("junk
bonds"). The Fund may invest in fixed income securities of any maturity.

In deciding which securities to buy and sell, Loomis Sayles will
consider, among other things, the financial strength of the issuer, current
interest rates, Loomis Sayles' expectations regarding general trends in
interest rates, and comparisons of the level of risk associated with
particular investments with Loomis Sayles' expectations concerning the
potential return of those investments.

Three themes typically drive the Fund's investment approach. First,
Loomis Sayles generally seeks fixed income securities of issuers whose credit
profiles Loomis Sayles believes are improving. Second, the Fund makes
significant use of non-market related securities, which are securities that
may not have a direct correlation with changes in interest rates. Loomis
Sayles believes that the Fund may generate positive returns by having a
portion of the Fund's assets invested in non-market related securities,
rather than by relying primarily on changes in interest rates to produce
returns for the Fund. Third, Loomis Sayles analyzes different sectors of the
economy and differences in the yields ("spreads") of various fixed income
securities in an effort to find securities that Loomis Sayles believes may
produce attractive returns for the Fund in comparison to their risk.

Loomis Sayles generally prefers securities that are protected
against calls (early redemption by the issuer).

The Fund may invest any portion of its assets in securities of
Canadian issuers and up to 20% of its assets in other foreign securities.

The Fund also may invest in fixed income securities, U.S. Government
securities, mortgage-backed securities, asset-backed securities, real estate
investment trusts, collateralized mortgage obligations, and Rule 144A
securities.

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

- - interest rate risk (the risk that the value of the Fund's
investments will fall if interest rates rise);

-2-

<PAGE>

- - credit risk (the risk that companies in which the Fund invests, or
with which it does business, will fail financially, and be unwilling
or unable to meet their obligations to the Fund);

- - market risk (the risk that the value of the Fund's investments will
fall as a result of movements in financial markets generally); and

- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses).

BAR CHART. The following bar chart shows year-to-year changes in the
performance of the Fund.

[to be updated]

[GRAPH]

* The Fund was registered under the Investment Company Act of
1940 and commenced operations on April 24, 1996. The Fund's
shares were registered under the Securities Act of 1933 on
March 7, 1997.

The Fund's returns will vary. For example, during the period shown
in the bar chart, the Fund's best quarter was up 3.9% (third quarter, 1998),
and the Fund's worst quarter was down 1.3% (second quarter, 1999).

-3-

<PAGE>

PERFORMANCE TABLE. The following table compares the performance of the Fund to
the Merrill Lynch Domestic Master Index, an index that [tracks U.S. fixed income
securities]. The index is unmanaged, has no operating costs, and is included in
the table to facilitate your comparison of the Fund's performance to a
broad-based market index.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Average Annual Total Return as of 1 year Since Inception
December 31, 1999 (4/24/96)*
- --------------------------------------------------------------------------------
<S> <C> <C>
Loomis Sayles Core Fixed Income Fund
- --------------------------------------------------------------------------------
Merrill Lynch Domestic Master Index
- --------------------------------------------------------------------------------
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on April 24, 1996. The Fund's shares
were registered under the Securities Act of 1933 on March 7, 1997.

The Fund's performance through December 31, 1999 benefited from Loomis
Sayles' agreement to limit the Fund's expenses.

-4-

<PAGE>

SUMMARY OF PRINCIPAL RISKS

The value of your investment in the Fund will fluctuate with changes
in the values of the Fund's investments. Many factors can affect those
values. This section describes the principal risks that may affect the Fund's
portfolio as a whole. The Fund could be subject to additional principal risks
because the types of investments made by the Fund can change over time.

INTEREST RATE RISK

This is the risk that changes in interest rates will affect the
value of the Fund's investments in fixed income securities, such as bonds,
notes, asset-backed securities, and other income producing securities. Fixed
income securities are obligations of the issuer to make payments of principal
and/or interest on future dates. Increases in interest rates may cause the
value of the Fund's investments to decline.

Interest rate risk may be compounded for the Fund since it invests
in mortgage-backed securities. The value of mortgage-backed securities
generally is more sensitive to changes in interest rates than other types of
fixed income securities. When interest rates rise, the maturities of
mortgage-backed securities tend to lengthen, and their value decreases more
significantly. In addition, these types of securities are subject to
prepayment when interest rates fall, which generally results in lower returns
because the Fund must reinvest assets previously invested in these types of
securities in fixed income securities with lower interest rates.

The Fund also faces increased interest rate risk when it invests in
fixed income securities paying no current interest, such as zero coupon
securities.

CREDIT RISK

MARKET RISK

This is the risk that the value of the Fund's investments will
change as the markets for fixed income securities fluctuate and that prices
overall may decline.

-5-

<PAGE>

FOREIGN RISK

This is the risk associated with investments in issuers located in
foreign countries. A Fund's investments in foreign securities may experience
more rapid and extreme changes in value than investments in U.S. securities.

The securities markets of many foreign countries are relatively
small, with a limited number of issuers and a small number of securities. In
addition, foreign companies often are not subject to the same degree of
regulation as U.S. companies. Reporting, accounting, and auditing standards
of foreign countries differ, in some cases significantly, from U.S.
standards. Nationalization, expropriation or confiscatory taxation, currency
blockage, political changes, or diplomatic developments can cause the value
of a Fund's investments in a foreign country to decline. In the event of
nationalization, expropriation, or other confiscation, a Fund that invests in
foreign securities could lose its entire investment.

CURRENCY RISK

This is the risk that fluctuations in exchange rates between the
U.S. dollar and foreign currencies may cause the value of a Fund's
investments to decline. The Fund is subject to currency risk because it may
invest in securities denominated in, or receiving revenues in, foreign
currencies.

LEVERAGING RISK

When the Fund borrows money or otherwise leverages its portfolio,
the value of an investment in the Fund will be more volatile, and all other
risks generally are compounded. Since the Fund may create leverage by using
investments such as repurchase agreements or by borrowing money, the Fund may
face this risk.

DERIVATIVES RISK

Derivatives are financial contracts whose value depends upon or is
derived from the value of an underlying asset, reference rate, or index.
Examples of derivatives include options, futures, and swap transactions. The
Fund may use derivatives as part of a strategy designed to reduce other risks
("hedging"). The Fund also may use derivatives to earn income, enhance yield,
and broaden Fund diversification. This use of derivatives entails greater
risk than using derivatives solely for hedging purposes. Funds that use
derivatives also face additional risks, such as the credit risk of the other
party to a derivative contract, the risk of difficulties in pricing and
valuation, and the risk that changes in the value of a derivative may not
correlate perfectly with relevant assets, rates, or indices.

-6-

<PAGE>

LIQUIDITY RISK

Liquidity risk exists when particular investments are difficult to
purchase or sell, possibly preventing the Fund from selling out of these
illiquid securities at an advantageous price. Securities that involve
substantial interest rate and credit risk tend to involve greater liquidity
risk. In addition, liquidity risk tends to increase to the extent the Fund
invests in securities whose sale may be restricted by law or by contract,
such as Rule 144A securities.

MANAGEMENT RISK

Management risk is the risk that Loomis Sayles' investment
techniques could fail to achieve the Fund's objective and could cause your
investment in the Fund to lose value. The Fund is subject to management risk
because the Fund is actively managed by Loomis Sayles. Loomis Sayles will
apply its investment techniques and risk analyses in making investment
decisions for the Fund, but there can be no guarantee that Loomis Sayles'
decisions will produce the desired results. For example, in some cases
derivative and other investment techniques may be unavailable or Loomis
Sayles may determine not to use them, even under market conditions where
their use could have benefited the Fund.

-7-

<PAGE>

EXPENSES OF THE FUND

The following table presents the expenses that you would pay if you
buy and hold shares of the Fund.

The Fund does not impose a sales charge, a redemption fee, or an
exchange fee.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

[to be updated]

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Fund Management Distribution Other Total Annual Fee Net
Fees (12b-1) Fees Expenses Fund Operating Waiver/ Expenses*
Expenses Reimbursement*
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles Core Fixed .35% none [.77%] [1.27%] [.77%] [.50%]
Income Fund
- --------------------------------------------------------------------------------------------------------------------------
* Reflects Loomis Sayles' contractual obligation to limit the Fund's expenses through February 1, 2001.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLE

The following example translates the "Total Annual Fund Operating
Expenses" column shown in the preceding table into dollar amounts. This
example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

This example makes certain assumptions. It assumes that you invest
$10,000 in the Fund for the time periods shown and then redeem all your
shares at the end of those periods. This example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Please remember that this example is hypothetical, so that
your actual costs and returns may be higher or lower.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Fund 1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Loomis Sayles Core Fixed Income Fund $ $ $ $
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

-8-
<PAGE>

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS
AND RISK CONSIDERATIONS

This section provides more information on the Fund's investments and
risk considerations. Except for the Fund's investment objective, and any
investment policies that are identified as "fundamental," all of the
investment policies and strategies of the Fund may be changed without a vote
of the Fund's shareholders.

Except where specifically noted elsewhere in this Prospectus, the
Fund may use any of the investment strategies described in this section. Some
of these investment strategies are principal investment strategies for the
Fund, while others are secondary investment strategies for the Fund.

TEMPORARY DEFENSIVE STRATEGIES. For temporary defensive purposes, the Fund
may invest any portion of its assets in cash or in any securities Loomis
Sayles deems appropriate. Although Loomis Sayles has the option to use these
defensive strategies, Loomis Sayles may choose not to use them for a variety
of reasons, even in very volatile market conditions. The Fund may miss
certain investment opportunities if it uses defensive strategies and thus may
not achieve its investment objective.

PORTFOLIO TURNOVER. Portfolio turnover considerations will not limit Loomis
Sayles' investment discretion in managing the assets of the Fund. The Fund
anticipates that its portfolio turnover rate will vary significantly from
time to time depending on the volatility of economic and market conditions.
High portfolio turnover may generate higher costs and higher levels of
taxable gains, both of which may hurt the performance of your investment.

FIXED INCOME SECURITIES. 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 or corporate issuers. Fixed
income securities include, among others, bonds, debentures, notes, bills, and
commercial paper. Because interest rates vary, it is impossible to predict
the income of the Fund for any particular period. The net asset value of the
Fund's shares will vary as a result of changes in the value of the securities
in the Fund's portfolio.

INVESTMENT GRADE FIXED INCOME SECURITIES. To be considered investment
grade quality, at least one major rating agency must have rated the
security in one of its top four rating categories at the time the
Fund acquires the security or, if the security is unrated, Loomis
Sayles must have determined it to be of comparable quality.

-9-

<PAGE>

LOWER RATED FIXED INCOME SECURITIES. A fixed income security will be
considered a lower rated fixed income security ("junk bond") if it is
of below investment grade quality. To be considered investment grade
quality, at least one major rating agency must have rated the security
in one of its top four rating categories at the time the Fund acquires
the security or, if the security is unrated, Loomis Sayles must have
determined it to be of comparable quality. Therefore, lower rated fixed
income securities are securities that, at the time the Fund acquires
the security, none of the major rating agencies has rated in one of its
top four rating categories, or unrated securities that Loomis Sayles
has determined to be of comparable quality.

Lower rated fixed income securities are subject to greater
credit risk and market risk than higher quality fixed income
securities. Lower rated fixed income securities are considered
predominantly speculative with respect to the ability of the issuer to
make timely principal and interest payments. Achievement of the
investment objective of a Fund investing in lower rated fixed income
securities may be more dependent on Loomis Sayles' own credit analysis
than is the case with funds that invest in higher quality fixed income
securities. 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, by changing public
perceptions of this market, or by legislation that limits the ability
of certain categories of financial institutions to invest in these
securities. 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
evaluation and sale of these securities more difficult. Securities in
the lowest rating categories may be in poor standing or in default.
Securities in the lowest investment rating categories (BBB or Baa or
below) have speculative characteristics.

For more information about the ratings services' descriptions of the
various rating categories, see Appendix A. The Fund may continue to hold
fixed income securities that are downgraded in quality subsequent to their
purchase if Loomis Sayles believes it would be advantageous to do so.

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

-10-

<PAGE>

securities fluctuate as interest rates change. Yields on U.S. Government
securities tend to be lower than those on corporate securities of comparable
maturities.

Some U.S. Government securities, such as Government National
Mortgage Association ("GNMA") certificates, are known as "mortgage-backed"
securities. 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. Government securities. These investment
instruments may be highly volatile.

ZERO COUPON SECURITIES. Zero coupon securities accrue interest at a specified
rate, but do not pay interest in cash on a current basis. If the Fund invests
in zero coupon securities, it is required to distribute the income on these
securities to Fund shareholders as the income accrues, even though the Fund
is not receiving the income in cash on a current basis. The Fund thus may
have to sell other investments to obtain cash to make income distributions at
times when Loomis Sayles would not otherwise deem it advisable to do so. The
market value of zero coupon securities often is more volatile than that of
other fixed income securities of comparable quality and maturity.

WHEN-ISSUED SECURITIES. A when-issued security involves the Fund entering
into a commitment to buy a 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 delivered. 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

-11-

<PAGE>

buy when-issued securities, it will segregate liquid assets at its custodian
bank in an amount sufficient to satisfy these obligations.

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities, such as GNMA
certificates or securities issued by the Federal National Mortgage
Association ("Fannie Mae"), differ from traditional fixed income securities.
Among the major differences are that interest and principal payments are made
more frequently, usually monthly, and that principal may be prepaid at any
time because the underlying mortgage loans generally may be prepaid at any
time. As a result, if the Fund purchases these assets at a premium, a
faster-than-expected prepayment rate will reduce yield to maturity, and a
slower-than-expected prepayment rate will increase yield to maturity. If the
Fund purchases mortgage-backed securities at a discount, faster-than-expected
prepayments will increase, and slower-than-expected prepayments will reduce,
yield to maturity. Prepayments, and resulting amounts available for
reinvestment by the Fund, are likely to be greater during a period of
declining interest rates and, as a result, are likely to be reinvested at
lower interest rates. Accelerated prepayments on securities purchased at a
premium may result in a loss of principal if the premium has not been fully
amortized at the time of prepayment. These securities will decrease in value
as a result of increases in interest rates generally, and they are likely to
appreciate less than other fixed-income securities when interest rates
decline because of the risk of prepayments.

STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed securities
include interest-only and principal-only classes of mortgage-backed
securities ("IOs" and "POs"). The yield to maturity on an IO or PO is
extremely sensitive not only to changes in prevailing interest rates but also
to the rate of principal payments (including prepayments) on the underlying
assets. A rapid rate of principal prepayments may have a measurably adverse
effect on a Fund's yield to maturity to the extent it invests in IOs. If the
assets underlying the IOs experience greater than anticipated prepayments of
principal, the Fund may fail to recoup fully its initial investment in these
securities. Conversely, POs tend to decline in value if prepayments are
slower than anticipated.

The secondary market for stripped mortgage-backed securities may be
more volatile and less liquid than that for other mortgage-backed securities,
potentially limiting a Fund's ability to buy or sell those securities at any
particular time.

-12-

<PAGE>

combination thereof. CMOs of different classes 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, if a particular class or
series of CMOs held by a Fund is retired early, the Fund could lose any
premium it paid when it acquired the investment, and the Fund may have to
reinvest the proceeds at a lower interest rate than the retired CMO paid.
Because of the early retirement feature, CMOs may be more volatile than many
other fixed-income investments.

ASSET-BACKED SECURITIES. Through the use of trusts and special purpose
corporations, automobile or credit card receivables may be securitized in
pass-through structures similar to mortgage pass-through structures or in a
pass-through structure similar to the CMO structure. Generally, the issuers
of asset-backed bonds, notes, or pass-through certificates are special
purpose entities and do not have any significant assets other than the
receivables securing such obligations. In general, the collateral supporting
asset-backed securities is of shorter maturity than mortgage loans.
Instruments backed by pools of receivables are similar to mortgage-backed
securities in that they are subject to unscheduled prepayments of principal
prior to maturity. When the obligations are prepaid, the Fund ordinarily will
reinvest the prepaid amounts in securities the yields of which reflect
interest rates prevailing at the time. Therefore, a Fund's ability to
maintain a portfolio that includes high-yielding asset-backed securities will
be adversely affected to the extent that prepayments of principal must be
reinvested in securities that have lower yields than the prepaid obligations.
Moreover, prepayments of securities purchased at a premium could result in a
realized loss.

REAL ESTATE INVESTMENT TRUSTS. Real estate investment trusts (REITs) involve
certain unique risks in addition to those risks associated with investing in
the real estate industry in general (such as possible declines in the value
of real estate, lack of availability of mortgage funds, or extended vacancies
of property). Equity REITs may be affected by changes in the value of the
underlying property owned by the REITs, while mortgage REITs may be affected
by the quality of any credit extended. REITs are dependent upon management
skills, are not diversified, and are subject to heavy cash flow dependency,
risks of default by borrowers, and self-liquidation. REITs are also subject
to the possibilities of failing to qualify for tax-free pass-through of
income under the Internal Revenue Code of 1986, as amended, and failing to
maintain their exemptions from registration under the Investment Company Act
of 1940.

REITs may have limited financial resources, may trade less
frequently and in a limited volume, and may be subject to more abrupt or
erratic price movements than larger securities. A Fund's investment in a REIT
may require the Fund to accrue and distribute income not yet received or may
result in the Fund making distributions that constitute a return of capital
to Fund shareholders for federal income tax purposes. In addition,
distributions by a Fund from REITs will not qualify for the corporate
dividends-received deduction.

-13-

<PAGE>

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 Loomis Sayles Investment Trust's trustees,
that a particular issue of Rule 144A securities is liquid.

-14-

<PAGE>

MANAGEMENT

INVESTMENT ADVISER

The Board of Trustees of Loomis Sayles Investment Trust oversees the
Fund and supervises the Fund's investment adviser, Loomis Sayles & Co., L.P.
("Loomis Sayles"), which is located at One Financial Center, Boston,
Massachusetts 02111.

Loomis Sayles was founded in 1926 and is one of the country's oldest
and largest investment firms. Loomis Sayles is responsible for making
investment decisions for the Fund and for managing the Fund's other affairs
and business, including providing executive and other personnel for the
management of the Fund.

As previously described in the "Expenses of the Fund" section, the
Fund pays Loomis Sayles a monthly investment advisory fee, also known as a
management fee, at the annual rate of .35% of its average net assets for
these services.

Certain expenses incurred by the Fund would have been higher if not
for Loomis Sayles' contractual obligation to limit the Fund's expenses
through February 1, 2001.

PORTFOLIO MANAGERS

William F. Camp, Vice President of Loomis Sayles [and of Loomis
Sayles Investment Trust], has served as portfolio manager of the Fund since
its inception. He has been employed by Loomis Sayles since 1995. Prior to 1995,
he was a portfolio manager in the pension department for Kmart Corporation.
Michael J. Millhouse, Executive Vice President and Director of Loomis Sayles,
has served as portfolio manager of the Fund since 1999. He has been employed
by Loomis Sayles for the past five years.

-15-

<PAGE>

GENERAL INFORMATION

PRICING

The price of the Fund's shares is based on its net asset value
("NAV"). The NAV per share of the Fund equals the total value of its assets,
less its liabilities, divided by the number of outstanding shares. Shares are
valued as of the close of regular trading on the New York Stock Exchange on
each day the Exchange is open for trading.

The Fund values its investments for which market quotations are
readily available at market value. The Fund values short-term investments
that will mature within 60 days at amortized cost, which approximates market
value. The Fund values all other investments and assets at fair value.

The Fund translates prices for its investments quoted in foreign
currencies into U.S. dollars at current exchange rates. As a result, changes
in the value of those currencies in relation to the U.S. dollar may affect a
Fund's NAV. Because foreign markets may be open at different times than the
New York Stock Exchange, the value of a Fund's shares may change on days when
shareholders are not able to buy or sell shares. If events materially
affecting the values of a Fund's foreign investments occur between the close
of foreign markets and the close of regular trading on the New York Stock
Exchange, these foreign investments may be valued at their fair value.

HOW TO PURCHASE SHARES

You can buy shares of the Fund by submitting a completed application
form and payment to State Street Bank and Trust Company at the following
address:

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

For an application form, or if you have questions, you may call
Loomis Sayles at 888-226-9699.

The Fund sells its shares at the NAV next calculated after State
Street Bank and Trust Company receives a properly completed investment order.
State Street Bank and Trust Company generally must receive your properly
completed order before the close of regular trading on the New York Stock
Exchange for your shares to be bought or sold at the Fund's NAV on that day.

-16-

<PAGE>

Shares of the Fund may be purchased by (1) cash, (2) exchanging
securities acceptable to Loomis Sayles, or (3) a combination of such methods.
The exchange of securities for shares of the Fund is subject to various
restrictions, as described in the Statement of Additional Information.

All purchases made by check should be in U.S. dollars and made
payable to State Street Bank and Trust Company. The Fund will not accept
checks made payable to anyone other than State Street Bank and Trust Company
(including checks made payable to you) or starter checks. When you make an
investment by check or by periodic account investment, to ensure that your
investment has cleared, you will not be permitted to redeem that investment
until it has been in your account for 15 days.

After your account has been established, you may send subsequent
investments directly to State Street Bank and Trust Company at the above
address. Please include either the account identification slip detached from
your account statement or a note containing the Fund's name, your account
number and your name, address, telephone number, and social security number.

You also may wire subsequent investments by using the following wire
instructions:

State Street Bank and Trust Company
Boston, MA 02101
ABA No. 011000028
DDA 4133-408-7
Mutual Funds f/b/o Loomis Sayles Investment Trust
(Name of Fund)
(Your Name)
(Your account number)

Your bank may charge a fee for transmitting funds by wire.

The Fund may periodically close to new purchases of shares or refuse
any order to buy shares if the Fund determines that doing so would be in the
best interests of the Fund and its shareholders.

The minimum initial investment for the Fund is $1,000,000. Each
subsequent investment must be at least $50,000. Loomis Sayles Investment
Trust reserves the right to waive these minimums in its sole discretion.

-17-

<PAGE>

HOW TO REDEEM SHARES

You can redeem shares of the Fund any day the New York Stock
Exchange is open. If you are redeeming shares that you purchased within the
past 15 days by check, your redemption will be delayed until your payment for
the shares clears.

Your redemptions generally will be sent to you within seven days
after your request is received in good order. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for more than seven
days. Although most redemptions are made in cash, as described in the
Statement of Additional Information, the Fund reserves the right to redeem
shares in kind.

You may make redemptions from the Fund by sending a written request
that includes the Fund's name, the exact name(s) in which the shares are
registered, your address, telephone number, account number, social security
number, and the number of shares or dollar amount to be redeemed to State
Street Bank and Trust Company at the following address:

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

If you have certificates for the shares you want to sell, you must
include them along with completed stock power forms.

All owners of the shares must sign the written request in the exact
names in which the shares are registered. The owners 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).

[REDEMPTION BY THE FUND. If you own fewer shares than the minimum set by the
Trustees, the Fund may redeem your shares and send you the proceeds. The Fund
also may redeem shares if you own more than a maximum amount set by the
Trustees. There is presently no maximum, but the Trustees could set a maximum
that would apply to both present and future shareholders.]

DIVIDENDS AND DISTRIBUTIONS

The Fund pays any net investment income to shareholders as dividends
annually. The Fund also distributes all of its net realized capital gains
after applying any capital loss carryovers. Any capital gains distributions
normally are made annually in December, but may be made more frequently as
deemed advisable by the Trustees. The Trustees may change the frequency with
which the Fund declares or pays dividends.

-18-

<PAGE>

You may choose to:

- - Reinvest all distributions in additional shares.

- - Receive all distributions in cash.

If you do not select an option when you open your account, all
distributions will be reinvested.

TAX CONSEQUENCES

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. For federal income tax purposes, if the
shareholder is subject to tax, distributions of investment income from the
Fund are taxable as ordinary income. Taxes on distributions of capital gains
are determined by how long the Fund owned the investments that generated the
capital gains, rather than by how long you have owned your shares of the
Fund. Distributions of short-term capital gains, which result from the sale
of securities that the Fund had held for one year or less, are taxable as
ordinary income. Properly designated distributions of long-term capital
gains, which result from the sale of securities that the Fund had held for
more than one year, are taxable as long-term capital gains (generally at a
20% federal income tax rate for non-corporate shareholders).

Distributions of income and capital gains are taxable whether you
received them in cash or reinvested them in additional shares. If a dividend
or distribution is made shortly after you purchase shares of the Fund, while
in effect a return of capital to you, the dividend or distribution is
taxable, as described above. This is called "buying a dividend" and should be
avoided, if possible.

The Fund's investment in foreign securities may be subject to
foreign withholding taxes, which would decrease the Fund's yield on those
securities. Shareholders may be entitled to claim a credit or deduction with
respect to foreign taxes. In addition, the Fund's investment in foreign
securities may increase or accelerate the Fund's recognition of income and
may affect the timing or amount of the Fund's distributions.

In addition to income tax on the Fund's distributions, any gain that
results if you sell or exchange your shares generally is subject to income
tax. You should consult your tax adviser for more information on how an
investment in the Fund affects your own tax situation.

-19-

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table below is intended to help you
understand the Fund's financial performance. Certain information reflects
financial results for a single Fund share. The total returns represent the
rate that an investor would have earned or lost on an investment in the Fund,
assuming reinvestment of all dividends and distributions.

This information has been audited by ___________________. The report
of ______________________ and the Fund's financial statements are included in
the Fund's annual report to shareholders, which is available free of charge
by calling 888-226-9699.

-20-

<PAGE>

LOOMIS SAYLES CORE FIXED INCOME FUND

<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------

Sept. 30, 1999 Sept. 30, 1998* Dec. 31, 1997 Dec. 31, 1996
-------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period

Income from investment operations --

Net investment income (loss)

Net realized and unrealized gains
(losses) on securities

Total from investment operations

Less distributions --

Dividends (from net investment
income)

Distributions in excess of net
investment income

Distributions (from capital gains)

Total distributions

Net asset value, end of period

Total return (%)**

Net assets, end of period (000)

Ratio of expenses to average net assets
(%)***

Ratio of net income to average net
assets (%)

Portfolio turnover rate (%)
</TABLE>

* In 1998, the Fund's fiscal year end changed from December 31 to
September 30.

** Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.

*** The adviser has agreed to reimburse a portion of the Fund's expenses
during the period. Without this reimbursement, the Fund's ratio of
operating expenses would have been higher.

+ Periods less than one year are not annualized.

++ Computed on an annualized basis.

# Amount is less than $0.01 per share.

-21-

<PAGE>

APPENDIX A

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

STANDARD & POOR'S

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 than obligations in
higher rated categories.

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 predominantly
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.

-22-

<PAGE>

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.

This symbol is attached to the ratings of instruments with significant
noncredit risks such as risks to principal or volatility of expected returns.

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.

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 may be 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

-23-

<PAGE>

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:

-24-

<PAGE>

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 a 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 designated by the
symbols Aa1, A1, Baa1, Ba1 and B1.

-25-

<PAGE>

[back cover page]

FOR MORE INFORMATION ABOUT THE FUND:

The Fund's statement of additional information (SAI) and annual and
semi-annual reports to shareholders provide additional information about the
Fund. The SAI and the auditor's report and financial statements included in
the Fund's most recent annual report to shareholders are incorporated by
reference into this Prospectus, which means that they are part of this
Prospectus for legal purposes.

In the Fund's annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during the last fiscal year.

You may get free copies of these materials, request other
information about the Fund and other Loomis Sayles Investment Trust Funds, or
make shareholder inquiries by contacting your financial adviser, by visiting
the Loomis Sayles web site at http://www.loomissayles.com, or by calling
Loomis Sayles toll-free at 888-226-9699.

You may review and copy information about the Fund, including the
SAI, at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. You may call the Commission at 800-SEC-0330 for information
about the operation of the Public Reference Room. You also may access reports
and other information about the Fund on the Commission's web site at
http://www.sec.gov. You may obtain these reports and other information about
the Fund, with payment of a duplicating fee, by writing the Public Reference
Section of the Commission, Washington, DC 20549-6009. You may need to refer
to the Fund's file number, which is listed at the bottom of this page.

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
888-226-9699
www.loomissayles.com

File No. 811-8282

<PAGE>

LOGO

LOOMIS SAYLES INVESTMENT TRUST PROSPECTUS
JANUARY ___, 2000

LOOMIS SAYLES PROVIDENT FUND

Loomis Sayles & Company, L.P., which has managed mutual funds since
1926, is the investment adviser of the Fund.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
RISK/RETURN SUMMARY..........................................................1
Loomis Sayles Provident Fund............................................2

EXPENSES OF THE FUND.........................................................6

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS
AND RISK CONSIDERATIONS....................................................7

MANAGEMENT..................................................................11
Investment Adviser.....................................................11
Portfolio Manager......................................................11

GENERAL INFORMATION.........................................................12
Pricing................................................................12
How to Purchase Shares.................................................12
How to Redeem Shares...................................................13
Dividends and Distributions............................................14
Tax Consequences.......................................................15

FINANCIAL HIGHLIGHTS........................................................16
</TABLE>

<PAGE>

RISK/RETURN SUMMARY

Loomis Sayles Investment Trust is a group of nine mutual funds.
This Prospectus describes the Loomis Sayles Provident Fund.

This Risk/Return summary describes the Fund's objective, principal
investment strategies, principal risks, and performance. The summary for the
Fund includes a short discussion of some of the principal risks of investing
in the Fund. A further discussion of these and other principal risks begins
after this summary.

- how the Fund's performance varied from year to year over
the life of the Fund; and

- how the Fund's average annual returns for one year and
over the life of the Fund compared to those of a
broad-based securities market index.

The Fund's past performance, of course, does not necessarily
indicate how it will perform in the future.

-1-

<PAGE>

LOOMIS SAYLES PROVIDENT FUND

INVESTMENT OBJECTIVE. The Fund's investment objective is long-term growth
of capital.

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in common stocks
or other equity securities. The Fund may invest in companies of any size.

In deciding which securities to buy and sell, Loomis Sayles seeks to
identify companies that Loomis Sayles believes will experience earnings
growth rates that are above average and better than consensus earnings
estimates over the next several years. In addition, Loomis Sayles may invest
in areas that Loomis Sayles believes involve revitalized industries,
restructured companies, and cyclically sensitive companies at the early
stages of an economic advance.

The Fund also may invest in U.S. Government securities, when-issued
securities, convertible securities, zero coupon securities, real estate
investment trusts, and Rule 144A securities.

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

- - market risk (the risk that the value of the Fund's investments will
fall as a result of movements in financial markets generally);

- - liquidity risk (the risk that the Fund may be unable to find a buyer
for its investments when it seeks to sell them);

- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses); and

- - interest rate risk (the risk that the value of the Fund's
investments will fall if interest rates rise).

-2-

<PAGE>

BAR CHART. The following bar chart shows year-to-year changes in the
performance of the Fund. Until May 27, 1999, the Fund was known as the
Loomis Sayles Core Growth Fund.

[to be updated]

[GRAPH]

<TABLE>
<CAPTION>
1996* 1997* 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
RETURN 0.0% 0.0% 0.0% 0.0%
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on October 1, 1995. The Fund's shares
were registered under the Securities Act of 1933 on March 7, 1997.

The Fund's returns will vary. For example, during the period shown
in the bar chart, the Fund's best quarter was up 21.1% (fourth quarter,
1998), and the Fund's worst quarter was down 5.3% (third quarter, 1998).

PERFORMANCE TABLE. The following table compares the performance of the Fund
to the [Standard & Poor's 500 Index, a commonly used benchmark of U.S. equity
securities]. The index is unmanaged, has no operating costs, and is included
in the table to facilitate your comparison of the Fund's performance to a
broad-based market index.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Average Annual Total Return as of 1 year Since Inception
December 31, 1999 (10/1/95)*
- ------------------------------------------------------------------------------
<S> <C> <C>
Loomis Sayles Provident Fund
- ------------------------------------------------------------------------------
[Standard & Poor's 500 Index]
- ------------------------------------------------------------------------------
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on October 1, 1995. The Fund's shares
were registered under the Securities Act of 1933 on March 7, 1997.

The Fund's performance through December 31, 1999 benefited from
Loomis Sayles' agreement to limit the Fund's expenses.

-3-

<PAGE>

SUMMARY OF PRINCIPAL RISKS

MARKET RISK

This is the risk that the value of the Fund's investments will
change as financial markets fluctuate and that prices overall may decline.
The value of a company's stock may fall as a result of factors that directly
relate to that company, such as decisions made by its management or lower
demand for the company's products or services. A stock's value also may fall
because of factors affecting not just the company, but companies in its
industry or in a number of different industries, such as increases in
production costs. The value of a company's stock also may be affected by
changes in financial market conditions, such as changes in interest rates or
currency exchange rates. In addition, a company's stock generally pays
dividends only after the company makes required payments to holders of its
bonds or other debt. For this reason, the value of the stock will usually
react more strongly than bonds and other fixed income securities to actual or
perceived changes in the company's financial condition or prospects.

LEVERAGING RISK

If the Fund borrows money or otherwise leverages its portfolio, the
value of an investment in the Fund will be more volatile, and all other risks
generally are compounded. Since the Fund may create leverage by using
investments such as repurchase agreements, inverse floating rate instruments
or derivatives, or by borrowing money, the Fund faces this risk.

DERIVATIVES RISK

The Fund may use derivatives, which are financial contracts whose
value depends upon or is derived from the value of an underlying asset,
reference rate, or index. Examples of derivatives include options, futures,
and swap transactions. The Fund may use derivatives as part of a strategy
designed to reduce other risks ("hedging"). The Fund also may use derivatives
to earn income, enhance yield, and broaden Fund diversification. This use of
derivatives entails greater risk than using derivatives solely for hedging
purposes. A Fund that uses derivatives also faces additional risks, such as
the credit risk of the other party to a derivative contract, the risk of
difficulties in pricing and valuation, and the risk that changes in the value
of a derivative may not correlate perfectly with relevant assets, rates, or
indices.

-4-

<PAGE>

LIQUIDITY RISK

Liquidity risk exists when particular investments are difficult to
purchase or sell, possibly preventing the Fund from selling out of these
illiquid securities at an advantageous price. Derivatives and securities that
involve substantial credit risk tend to involve greater liquidity risk. In
addition, liquidity risk tends to increase to the extent the Fund invests in
securities whose sale may be restricted by law or by contract, such as Rule
144A securities.

MANAGEMENT RISK

INTEREST RATE RISK

This is the risk that changes in interest rates will affect the
value of the Fund's investments in fixed income securities, such as bonds,
notes, and other income producing securities. Fixed income securities are
obligations of the issuer to make payments of principal and/or interest on
future dates. Increases in interest rates may cause the value of the Fund's
investments to decline.

The Fund also faces increased interest rate risk when it invests in
fixed income securities paying no current interest, such as zero coupon
securities.

CREDIT RISK

-5-

<PAGE>

EXPENSES OF THE FUND

The following table presents the expenses that you would pay if you
buy and hold shares of the Fund.

The Fund does not impose a sales charge, a redemption fee, or an
exchange fee.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

[to be updated]

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Fund Management Distribution Other Total Annual Fee Net
Fees (12b-1) Fees Expenses Fund Operating Waiver/ Expenses*
Expenses Reimbursement*
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles Provident Fund .50% none .53% 1.03% .38% .65%
- --------------------------------------------------------------------------------------------------------------------------
* Reflects Loomis Sayles' contractual obligation to limit the Fund's expenses through February 1, 2001.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Fund 1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Loomis Sayles Provident Fund $ $ $ $
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

-6-

<PAGE>

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS
AND RISK CONSIDERATIONS

COMMON STOCKS AND OTHER EQUITY SECURITIES. Common stocks and their
equivalents, together called "equity securities," are generally volatile and
more risky than some other forms of investment. Equity securities of
companies with relatively small market capitalizations may be more volatile
than the securities of larger, more established companies and than the broad
equity market indices.

GROWTH STOCKS. Stocks of companies that Loomis Sayles believes have
earnings that will grow faster than the economy as a whole are known
as growth stocks. The Fund generally invests a significant portion
of its assets in growth stocks. Growth stocks typically trade at
higher multiples of current earnings than other stocks. As a result,
the values of growth stocks may be more sensitive to changes in
current or expected earnings than the values of other stocks. If
Loomis Sayles' assessment of the prospects for a company's earnings
growth is wrong, or if its judgment of how other investors will
value the company's earnings growth is wrong, then the price of that
company's stock may fall or may not approach the value that Loomis
Sayles has placed on it.

-7-

<PAGE>

VALUE STOCKS. Stocks of companies that are not expected to experience
significant earnings growth, but whose stocks Loomis Sayles believes
are undervalued compared to their true worth, are known as value
stocks. In addition to investing in growth stocks, the Fund may invest
a significant portion of its assets in value stocks. These companies
may have experienced adverse business developments or may be subject to
special risks that have caused their stocks to be out of favor. If
Loomis Sayles' assessment of a company's prospects is wrong, or if
other investors do not eventually recognize the value of the company,
then the price of the company's stock may fall or may not approach the
value that Loomis Sayles has placed on it.

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 fluctuate as interest rates
change. Yields on U.S. Government securities tend to be lower than those on
corporate securities of comparable maturities.

-8-

<PAGE>

mortgage-backed securities are generally more volatile investments than many
other fixed income securities.

ZERO COUPON SECURITIES. Zero coupon securities accrue interest at a specified
rate, but do not pay interest in cash on a current basis. A Fund that invests
in zero coupon securities is required to distribute the income on these
securities to Fund shareholders as the income accrues, even though the Fund
is not receiving the income in cash on a current basis. The Fund thus may
have to sell other investments to obtain cash to make income distributions at
times when Loomis Sayles would not otherwise deem it advisable to do so. The
market value of zero coupon securities often is more volatile than that of
other fixed income securities of comparable quality and maturity.

CONVERTIBLE SECURITIES. Convertible securities include corporate bonds,
notes, or preferred stocks of U.S. or foreign issuers that can be converted
into (that is, exchanged for) common stocks or other equity securities at a
stated price or rate. Convertible securities also include other securities,
such as warrants, that provide an opportunity for equity participation.
Because convertible securities can be converted into equity securities, their
value will normally vary in some proportion with those of the underlying
equity securities. Due to the conversion feature, convertible securities
generally yield less than nonconvertible fixed income securities of similar
credit quality and maturity. The Fund's investment in convertible securities
may at times include securities that have a mandatory conversion feature,
pursuant to which the

-9-

<PAGE>

securities convert automatically into common stock at a specified date and
conversion ratio, or that are convertible at the option of the issuer. When
conversion is not at the option of the holder, the Fund may be required to
convert the security into the underlying common stock even at times when the
value of the underlying common stock has declined substantially.

REITs may have limited financial resources, may trade less
frequently and in a limited volume, and may be subject to more abrupt or
erratic price movements than larger securities. The Fund's investment in a
REIT may require the Fund to accrue and distribute income not yet received or
may result in the Fund making distributions that constitute a return of
capital to Fund shareholders for federal income tax purposes. In addition,
distributions by the Fund from REITs will not qualify for the corporate
dividends-received deduction.

-10-

<PAGE>

MANAGEMENT

INVESTMENT ADVISER

Certain expenses incurred by the Fund would have been higher if not
for Loomis Sayles' contractual obligation to limit the Fund's expenses
through February 1, 2001.

PORTFOLIO MANAGER

Quentin P. Faulkner, Vice President of Loomis Sayles and of Loomis
Sayles Investment Trust, has served as portfolio manager of the Fund since
its inception in 1995. Mr. Faulkner has been employed by Loomis Sayles for
the past five years.

-11-

<PAGE>

GENERAL INFORMATION

PRICING

HOW TO PURCHASE SHARES

You can buy shares of the Fund by submitting a completed application
form and payment to State Street Bank and Trust Company at the following
address:

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

For an application form, or if you have questions, you may call
Loomis Sayles at 888-226-9699.

-12-

<PAGE>

checks. When you make an investment by check or by periodic account
investment, to ensure that your investment has cleared, you will not be
permitted to redeem that investment until it has been in your account for 15
days.

You also may wire subsequent investments by using the following wire
instructions:

State Street Bank and Trust Company
Boston, MA 02101
ABA No. 011000028
DDA 4133-408-7
Mutual Funds f/b/o Loomis Sayles Investment Trust
(Name of Fund)
(Your Name)
(Your account number)

Your bank may charge a fee for transmitting funds by wire.

The Fund may periodically close to new purchases of shares or refuse
any order to buy shares if the Fund determines that doing so would be in the
best interests of the Fund and its shareholders.

The minimum initial investment for the Fund is $2,500,000. Each
subsequent investment must be at least $50,000. Loomis Sayles Investment
Trust reserves the right to waive these minimums in its sole discretion.

HOW TO REDEEM SHARES

-13-

<PAGE>

described in the Statement of Additional Information, the Fund reserves the
right to redeem shares in kind.

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

If you have certificates for the shares you want to sell, you must
include them along with completed stock power forms.

DIVIDENDS AND DISTRIBUTIONS

You may choose to:

- - Reinvest all distributions in additional shares.

- - Receive all distributions in cash.

-14-

<PAGE>

If you do not select an option when you open your account, all
distributions will be reinvested.

TAX CONSEQUENCES

-15-

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table below is intended to help you understand
the Fund's financial performance. Certain information reflects financial results
for a single Fund share. The total returns represent the rate that you would
have earned or lost on an investment in the Fund, assuming reinvestment of all
dividends and distributions.

This information has been audited by _______________________. The
report of ____________________ and the Fund's financial statements are
included in the Fund's annual report to shareholders, which is available free
of charge by calling 888-226-9699.

-16-

<PAGE>

LOOMIS SAYLES PROVIDENT FUND

<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------

Sept. 30, 1999 Sept. 30, 1998* Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995
-------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period

Income from investment operations --

Net investment income (loss)

Net realized and unrealized gains (losses) on
securities

Total from investment operations

Less distributions --

Dividends (from net investment income)

Distributions in excess of net investment
income

Distributions (from capital gains)

Total distributions

Net asset value, end of period

Total return (%)**

Net assets, end of period (000)

Ratio of expenses to average net assets (%)***

Ratio of net income to average net assets (%)

Portfolio turnover rate (%)
</TABLE>

* In 1998, the Fund's fiscal year end changed from December 31 to
September 30.

** Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.

*** The adviser has agreed to reimburse a portion of the Fund's expenses
during the period. Without this reimbursement, the Fund's ratio of
operating expenses would have been higher.

+ Periods less than one year are not annualized.

++ Computed on an annualized basis.

-17-

<PAGE>

[back cover page]

FOR MORE INFORMATION ABOUT THE FUND:

In the Fund's annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected the Fund's
performance during the last fiscal year.

You may get free copies of these materials, request other information
about the Fund and other Loomis Sayles Investment Trust Funds, or make
shareholder inquiries by contacting your financial adviser, by visiting the
Loomis Sayles web site at http://www.loomissayles.com, or by calling Loomis
Sayles toll-free at 888-226-9699.

You may review and copy information about the Fund, including the SAI,
at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. You may call the Commission at 800-SEC-0330 for information
about the operation of the Public Reference Room. You also may access reports
and other information about the Fund on the Commission's web site at
http://www.sec.gov. You may obtain these reports and other information about
the Fund, with payment of a duplicating fee, by writing the Public Reference
Section of the Commission, Washington, DC 20549-6009. You may need to refer
to the Fund's file number, which is listed at the bottom of this page.

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
888-226-9699
www.loomissayles.com

File No. 811-8282

-18-

<PAGE>

LOGO

LOOMIS SAYLES INVESTMENT TRUST PROSPECTUS
JANUARY __, 2000

LOOMIS SAYLES SMALL COMPANY GROWTH FUND
LOOMIS SAYLES SMALL COMPANY VALUE FUND

Loomis Sayles & Company, L.P., which has managed mutual funds since 1926,
is the investment adviser of the Funds.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
RISK/RETURN SUMMARY......................................................... 1
Loomis Sayles Small Company Growth Fund................................ 2
Loomis Sayles Small Company Value Fund................................. 3

EXPENSES OF THE FUNDS....................................................... 7

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS
AND RISK CONSIDERATIONS.................................................... 8

MANAGEMENT..................................................................14
Investment Adviser.....................................................14
Portfolio Managers.....................................................14

GENERAL INFORMATION.........................................................16
Pricing................................................................16
How to Purchase Shares.................................................16
How to Redeem Shares...................................................18
Dividends and Distributions............................................18
Tax Consequences.......................................................19

FINANCIAL HIGHLIGHTS........................................................20
</TABLE>

<PAGE>

RISK/RETURN SUMMARY

Loomis Sayles Investment Trust is a group of nine mutual funds. This
Prospectus describes the Loomis Sayles Small Company Growth Fund and the Loomis
Sayles Small Company Value Fund.

The following is a summary of certain key information about the Funds.
You will find additional information about each Fund, including a detailed
description of the risks of an investment in each Fund, after this summary.

This Risk/Return summary describes the Funds' objectives, principal
investment strategies, principal risks, and performance. The summary for each
Fund includes a short discussion of some of the principal risks of investing in
each Fund. A further discussion of these and other principal risks begins after
this summary.

More detailed descriptions of the Funds, including some of the
additional risks associated with investing in the Funds, can be found further
back in this Prospectus after the Summary of Principal Risks. Please be sure to
read this additional information before you invest.

You can lose money by investing in a Fund. A Fund may not achieve its
objective and is not intended to be a complete investment program. An investment
in a Fund is not a deposit of a bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.

-1-

<PAGE>

LOOMIS SAYLES SMALL COMPANY GROWTH FUND

INVESTMENT OBJECTIVE. The Fund's investment objective is long-term capital
growth from investments in common stocks or their equivalent.

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in equity securities
of companies with market capitalizations that fall within the capitalization
range of the Russell 2000 Index, an index that tracks stocks of 2,000 of the
smallest U.S. companies. The Fund may invest the rest of its assets in larger
companies.

In deciding which securities to buy and sell, Loomis Sayles seeks to
identify companies that Loomis Sayles believes have distinctive products,
technologies, or services, dynamic earnings growth, prospects for high levels of
profitability, and solid management. Loomis Sayles typically does not consider
current income when making buy/sell decisions.

The Fund may invest any portion of its assets in securities of Canadian
issuers and up to 20% of its assets in securities of foreign issuers. The Fund
may engage in foreign currency hedging transactions, options and futures
transactions, and securities lending. The Fund also may invest in real estate
investment trusts and Rule 144A securities.

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

- - market risk (the risk that the value of the Fund's investments will fall
as a result of movements in financial markets generally);
- - foreign risk (the risk that the value of the Fund's foreign investments
will fall as a result of foreign political, social, or economic
changes);
- - currency risk (the risk that the value of the Fund's investments will
fall as a result of changes in exchange rates);
- - derivatives risk (the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment);
- - liquidity risk (the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them); and
- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses).

PERFORMANCE. No performance information is available for the Fund because it
has not yet been in operation for a full calendar year.

-2-

<PAGE>

LOOMIS SAYLES SMALL COMPANY VALUE FUND

INVESTMENT OBJECTIVE. The Fund's investment objective is long-term capital
growth from investments in common stocks or their equivalent.

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in equity
securities of companies with market capitalizations that fall within the
capitalization range of the Russell 2000 Index, an index that tracks stocks
of 2,000 of the smallest U.S. companies. The Fund may invest the rest of its
assets in larger companies.

In deciding which securities to buy and sell, Loomis Sayles generally
looks for companies that Loomis Sayles believes are undervalued by the market in
relation to earnings, dividends, assets, and growth prospects. The Fund's
investments may include companies that have suffered significant business
problems but that Loomis Sayles believes have favorable prospects for recovery.

Loomis Sayles does not consider current income when making buy/sell
decisions. Loomis Sayles seeks to identify companies that Loomis Sayles believes
have, among other things, attractive price/earnings, price/book, and price/cash
flow ratios. Loomis Sayles generally seeks to find value by selecting individual
stocks that Loomis Sayles believes are attractive, rather than by attempting to
achieve investment growth by rotating the Fund's holdings among various sectors
of the economy.

The Fund may invest up to 20% of its assets in securities of foreign
issuers. The Fund also may engage in foreign currency hedging transactions and
may invest in REITs, Rule 144A securities, and, to the extent permitted by the
Investment Company Act of 1940, securities of closed-end investment companies.

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

- - market risk (the risk that the value of the Fund's investments will fall
as a result of movements in financial markets generally);
- - foreign risk (the risk that the value of the Fund's foreign investments
will fall as a result of foreign political, social, or economic
changes);
- - currency risk (the risk that the value of the Fund's investments will
fall as a result of changes in exchange rates);
- - liquidity risk (the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them); and
- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses).

PERFORMANCE. No performance information is available for the Fund because it
has not yet been in operation for a full calendar year.

-3-

<PAGE>

SUMMARY OF PRINCIPAL RISKS

The value of your investment in a Fund will fluctuate with changes in
the values of the Fund's investments. Many factors can affect those values. This
section describes the principal risks that may affect a Fund's portfolio as a
whole. Each Fund could be subject to additional principal risks because the
types of investments made by each Fund can change over time.

MARKET RISK

This is the risk that the value of a Fund's investments will change as
financial markets fluctuate and that prices overall may decline. The value of a
company's stock may fall as a result of factors that directly relate to that
company, such as decisions made by its management or lower demand for the
company's products or services. A stock's value also may fall because of factors
affecting not just the company, but companies in its industry or in a number of
different industries, such as increases in production costs. The value of a
company's stock also may be affected by changes in financial market conditions,
such as changes in interest rates or currency exchange rates. In addition, a
company's stock generally pays dividends only after the company makes required
payments to holders of its bonds or other debt. For this reason, the value of
the stock will usually react more strongly than bonds and other fixed income
securities to actual or perceived changes in the company's financial condition
or prospects.

Market risk generally is greater for Funds that invest substantially in
small and medium-sized companies, such as the Loomis Sayles Small Company Growth
Fund and the Loomis Sayles Small Company Value Fund, since these companies tend
to be more vulnerable to adverse developments than large companies.

FOREIGN RISK

The securities markets of many foreign countries are relatively small,
with a limited number of issuers and a small number of securities. In addition,
foreign companies often are not subject to the same degree of regulation as U.S.
companies. Reporting, accounting, and auditing standards of foreign countries
differ, in some cases significantly, from U.S. standards. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes, or
diplomatic developments can cause the value of a Fund's investments in a foreign
country to decline. In the event of nationalization, expropriation, or other
confiscation, a Fund that invests in foreign securities could lose its entire
investment.

-4-

<PAGE>

CURRENCY RISK

This is the risk that fluctuations in exchange rates between the U.S.
dollar and foreign currencies may cause the value of a Fund's investments to
decline. Each of the Funds is subject to currency risk because it may invest in
securities denominated in, or receiving revenues in, foreign currencies.

LEVERAGING RISK

When a Fund borrows money or otherwise leverages its portfolio, the
value of an investment in the Fund will be more volatile, and all other risks
generally are compounded. Since the Funds may create leverage by using
investments such as repurchase agreements, inverse floating rate instruments or
derivatives, or by borrowing money, each of the Funds faces this risk.

DERIVATIVES RISK

Each Fund may use derivatives, which are financial contracts whose
value depends upon or is derived from the value of an underlying asset,
reference rate, or index. Examples of derivatives include options, futures, and
swap transactions. The Funds may use derivatives as part of a strategy designed
to reduce other risks ("hedging"). The Funds also may use derivatives to earn
income, enhance yield, and broaden Fund diversification. This use of derivatives
entails greater risk than using derivatives solely for hedging purposes. Funds
that use derivatives also face additional risks, such as the credit risk of the
other party to a derivative contract, the risk of difficulties in pricing and
valuation, and the risk that changes in the value of a derivative may not
correlate perfectly with relevant assets, rates, or indices.

LIQUIDITY RISK

Liquidity risk exists when particular investments are difficult to
purchase or sell, possibly preventing a Fund from selling out of these illiquid
securities at an advantageous price. Derivatives and securities that involve
substantial credit risk tend to involve greater liquidity risk. In addition,
liquidity risk tends to increase to the extent a Fund invests in securities
whose sale may be restricted by law or by contract, such as Rule 144A
securities.

MANAGEMENT RISK

-5-

<PAGE>

decisions for each Fund, but there can be no guarantee that Loomis Sayles'
decisions will produce the desired results. For example, in some cases
derivative and other investment techniques may be unavailable or Loomis Sayles
may determine not to use them, even under market conditions where their use
could have benefited a Fund.

CREDIT RISK

Funds that invest in lower rated fixed income securities ("junk bonds")
are subject to greater credit risk and market risk than Funds that invest in
higher quality fixed income securities. Lower rated fixed income securities are
considered predominantly speculative with respect to the ability of the issuer
to make timely principal and interest payments.

-6-

<PAGE>

EXPENSES OF THE FUNDS

The following table presents the expenses that you would pay if you buy
and hold shares of a Fund.

Neither of the Funds imposes a sales charge, a redemption fee, or an
exchange fee.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

[to be updated]

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Fund Management Distribution Other Total Annual Fee Net
Fees (12b-1) Fees Expenses Fund Operating Waiver/ Expenses*
Expenses Reimbursement*
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles Small
Company Growth Fund .75% none .72% 1.47% .57% .90%
- -------------------------------------------------------------------------------------------------------------------------
Loomis Sayles Small
Company Value Fund .75% none .47% 1.22% .32% .90%
- -------------------------------------------------------------------------------------------------------------------------
* Reflects Loomis Sayles' contractual obligation to limit the Funds' expenses through February 1, 2001.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLE

The following example translates the "Total Annual Fund Operating
Expenses" column shown in the preceding table into dollar amounts. This example
is intended to help you compare the cost of investing in a Fund with the cost of
investing in other mutual funds.

This example makes certain assumptions. It assumes that you invest
$10,000 in a Fund for the time periods shown and then redeem all your shares at
the end of those periods. This example also assumes that your investment has a
5% return each year and that the Fund's operating expenses remain the same.
Please remember that this example is hypothetical, so that your actual costs and
returns may be higher or lower.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Fund 1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Loomis Sayles Small Company Growth Fund $ $ $ $
- -------------------------------------------------------------------------------------------
Loomis Sayles Small Company Value Fund $ $ $ $
- -------------------------------------------------------------------------------------------
</TABLE>

-7-

<PAGE>

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS
AND RISK CONSIDERATIONS

This section provides more information on each Fund's investments and
risk considerations. Except for each Fund's investment objective, and any
investment policies that are identified as "fundamental," all of the investment
policies and strategies of each Fund may be changed without a vote of the Fund's
shareholders.

Except where specifically noted elsewhere in this Prospectus, each of
the Funds may use any of the investment strategies described in this section.
Some of these investment strategies are principal investment strategies for the
Funds, while others are secondary investment strategies for the Funds.

TEMPORARY DEFENSIVE STRATEGIES. For temporary defensive purposes, each of the
Funds may invest any portion of its assets in cash or in any securities Loomis
Sayles deems appropriate. Although Loomis Sayles has the option to use these
defensive strategies, Loomis Sayles may choose not to use them for a variety of
reasons, even in very volatile market conditions. A Fund may miss certain
investment opportunities if it uses defensive strategies and thus may not
achieve its investment objective.

PORTFOLIO TURNOVER. Portfolio turnover considerations will not limit Loomis
Sayles' investment discretion in managing the assets of each Fund. Each Fund
anticipates that its portfolio turnover rate will vary significantly from time
to time depending on the volatility of economic and market conditions. High
portfolio turnover may generate higher costs and higher levels of taxable gains,
both of which may hurt the performance of your investment.

COMMON STOCKS AND OTHER EQUITY SECURITIES. Common stocks and their equivalents,
together called "equity securities," are generally volatile and more risky than
some other forms of investment. Equity securities of companies with relatively
small market capitalizations may be more volatile than the securities of larger,
more established companies and than the broad equity market indices.

GROWTH STOCKS. Stocks of companies that Loomis Sayles believes have
earnings that will grow faster than the economy as a whole are known as
growth stocks. The Loomis Sayles Small Company Growth Fund generally
invests a significant portion of its assets in growth stocks. Growth
stocks typically trade at higher multiples of current earnings than
other stocks. As a result, the values of growth stocks may be more
sensitive to changes in current or expected earnings than the values of
other stocks. If Loomis Sayles' assessment of the prospects for a
company's earnings growth is wrong, or if its judgment of how other
investors will value the company's earnings growth is wrong,

-8-

<PAGE>

then the price of that company's stock may fall or may not approach the
value that Loomis Sayles has placed on it.

VALUE STOCKS. Stocks of companies that are not expected to experience
significant earnings growth, but whose stocks Loomis Sayles believes
are undervalued compared to their true worth, are known as value
stocks. The Loomis Sayles Small Company Value Fund generally invests a
significant portion of its assets in value stocks. These companies may
have experienced adverse business developments or may be subject to
special risks that have caused their stocks to be out of favor. If
Loomis Sayles' assessment of a company's prospects is wrong, or if
other investors do not eventually recognize the value of the company,
then the price of the company's stock may fall or may not approach the
value that Loomis Sayles has placed on it.

WHEN-ISSUED SECURITIES. A when-issued security involves a Fund entering into a
commitment to buy a 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 delivered. If the
value of the security being purchased falls between the time a 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 a Fund has
outstanding obligations to buy when-issued securities, it will segregate liquid
assets at its custodian bank in an amount sufficient to satisfy these
obligations.

REAL ESTATE INVESTMENT TRUSTS. Real estate investment trusts (REITs) involve
certain unique risks in addition to those risks associated with investing in the
real estate industry in general (such as possible declines in the value of real
estate, lack of availability of mortgage funds, or extended vacancies of
property). Equity REITs may be affected by changes in the value of the
underlying property owned by the REITs, while mortgage REITs may be affected by
the quality of any credit extended. REITs are dependent upon management skills,
are not diversified, and are subject to heavy cash flow dependency, risks of
default by borrowers, and self-liquidation. REITs are also subject to the
possibilities of failing to qualify for tax-free pass-through of income under
the Internal Revenue Code of 1986, as amended, and failing to maintain their
exemptions from registration under the Investment Company Act of 1940.

REITs may have limited financial resources, may trade less frequently
and in a limited volume, and may be subject to more abrupt or erratic price
movements than larger securities.

-9-

<PAGE>

A Fund's investment in a REIT may require the Fund to accrue and distribute
income not yet received or may result in the Fund making distributions that
constitute a return of capital to Fund shareholders for federal income tax
purposes. In addition, distributions by a Fund from REITs will not qualify for
the corporate dividends-received deduction.

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 Loomis Sayles Investment Trust's trustees, that a
particular issue of Rule 144A securities is liquid.

FOREIGN SECURITIES. Securities of issuers organized or headquartered outside the
United States are known as foreign securities. 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
generally not 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. A
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.

A 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 a Fund investing in these
securities may be affected by changes in currency exchange rates, exchange
control regulations, or foreign withholding taxes. Changes in the value relative
to the U.S. dollar of a foreign currency in which a Fund's holdings are
denominated will result in a change in the U.S. dollar value of a Fund's assets
and the Fund's income available for distribution.

-10-

<PAGE>

In addition, although part of a 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 foreign
currency required to be converted into U.S. dollars will be greater than the
equivalent amount in foreign currency of the expenses at the time they were
incurred.

In determining whether to invest assets of the Funds in securities of a
particular foreign issuer, Loomis Sayles will consider the likely effects of
foreign taxes on the net yield available to the Fund and its shareholders.
Compliance with foreign tax law may reduce a Fund's net income available for
distribution to shareholders.

FOREIGN CURRENCY HEDGING TRANSACTIONS. Foreign currency exchange transactions
may allow a Fund to protect the value of specific portfolio positions or in
anticipation of changes in relative values of currencies in which current or
future Fund portfolio holdings are denominated or quoted. For example, to
protect against a change in the foreign currency exchange rate between the date
on which a Fund contracts to purchase or sell a security and the settlement date
for the purchase or sale, or to "lock in" the equivalent of a dividend or
interest payment in another currency, a Fund might purchase or sell a foreign
currency on a spot (that is, cash) basis at the prevailing spot rate. If
conditions warrant, the Funds may also enter into private contracts to purchase
or sell foreign currencies at a future date ("forward contracts"). The Funds
might also purchase exchange-listed and over-the-counter call and put options on
foreign currencies. Over-the-counter currency options are generally less liquid
than exchange-listed options and will be treated as illiquid assets. The Funds
may not be able to dispose of over-the-counter options readily.

Foreign currency transactions involve costs and may result in losses.

OPTIONS AND FUTURES TRANSACTIONS. Options and futures transactions involve a
Fund buying, selling, or writing (or buying or selling futures contracts) on
securities, securities indices, or currencies. Funds may engage in these
transactions either to enhance investment return or to hedge against changes in
the value of other assets that the Funds own or intend to acquire. Options and
futures fall into the broad category of financial instruments known as
derivatives and involve special risks. Use of options or futures for other than
hedging purposes may be considered a speculative activity, involving greater
risks than are involved in hedging.

-11-

<PAGE>

Options can generally be classified as either "call" or "put" options.
There are two parties to a typical options transaction: the "writer" and the
"buyer." A call option gives the buyer the right to buy a security or other
asset (such as an amount of currency or a futures contract) from, and a put
option gives the buyer the right to sell a security or other asset to, the
option writer at a specified price, on or before a specified date. The buyer of
an option pays a premium when purchasing the option, which reduces the return on
the underlying security or other asset if the option is exercised, and results
in a loss if the option expires unexercised. The writer of an option receives a
premium from writing an option, which may increase its return if the option
expires or is closed out at a profit. If a Fund as the writer of an option is
unable to close out an unexpired option, it must continue to hold the underlying
security or other asset until the option expires, to "cover" its obligation
under the option.

A futures contract creates an obligation by the seller to deliver and
the buyer to take delivery of the type of instrument or cash at the time and in
the amount specified in the contract. Although many futures contracts call for
the delivery (or acceptance) of the specified instrument, futures are usually
closed out before the settlement date through the purchase (or sale) of a
comparable contract. If the price of the sale of the futures contract by a Fund
is less than the price of the offsetting purchase, the Fund will realize a loss.

The value of options purchased by a Fund and futures contracts held by
a Fund may fluctuate based on a variety of market and economic factors. In some
cases, the fluctuations may offset (or be offset by) changes in the value of
securities held in a Fund's portfolio. All transactions in options and futures
involve the possible risk of loss to the Fund of all or a significant part of
the value of its investment. In some cases, the risk of loss may exceed the
amount of the Fund's investment. When a Fund writes a call option or sells a
futures contract without holding the underlying securities, currencies, or
futures contracts, its potential loss is unlimited. The Fund will be required,
however, to set aside with its custodian bank liquid assets in amounts
sufficient at all times to satisfy its obligations under options and futures
contracts.

The successful use of options and futures will usually depend on Loomis
Sayles' ability to forecast stock market, currency, or other financial market
movements correctly. The Fund's ability to hedge against adverse changes in the
value of securities held in its portfolio through options and futures also
depends on the degree of correlation between changes in the value of futures or
options positions and changes in the values of the portfolio securities. The
successful use of futures and exchange-traded options also depends on the
availability of a liquid secondary market to enable a Fund to close its
positions on a timely basis. There can be no assurance that such a market will
exist at any particular time. In the case of options that are not traded on an
exchange ("over-the-counter" options), a Fund is at risk that the other party to
the transaction will default on its obligations, or will not permit a Fund to
terminate the transaction before its scheduled maturity.

-12-

<PAGE>

The options and futures markets of foreign countries are small compared
to those of the United States and consequently are characterized in most cases
by less liquidity than U.S. markets. In addition, foreign markets may be subject
to less detailed reporting requirements and regulatory controls than U.S.
markets. Furthermore, investments in options in foreign markets are subject to
many of the same risks as other foreign investments. See "Foreign Securities"
above.

REPURCHASE AGREEMENTS. In a repurchase agreement, a Fund buys securities from a
seller, usually a bank or brokerage firm, with the understanding that the seller
will repurchase the securities at a higher price at a later date. Such
transactions afford an opportunity for a Fund to earn a return on available cash
at minimal market risk, although the Fund may be subject to various delays and
risks of loss if the seller is unable to meet its obligations to repurchase.

SECURITIES LENDING. Securities lending involves a Fund lending its portfolio
securities to broker-dealers or other parties under contracts calling for the
deposit by the borrower with the Fund's custodian of cash collateral equal to at
least the market value of the securities loaned, marked to market on a daily
basis. The Fund will continue to benefit from interest or dividends on the
securities loaned and will also receive interest through investment of the cash
collateral in short-term liquid investments. No loans will be made if, as a
result, the aggregate amount of such loans outstanding at any time would exceed
331/3% of the Fund's assets (taken at current value). Any voting rights, or
rights to consent, relating to securities loaned pass to the borrower. However,
if a material event affecting the investment occurs, such loans will be called
so that the securities may be voted by the Fund. The Fund pays various fees in
connection with such loans, including shipping fees and reasonable custodial or
placement fees.

Securities loans must be fully collateralized at all times, but involve
some credit risk to the Fund if the borrower defaults on its obligation and the
Fund is delayed or prevented from recovering the collateral.

CLOSED-END INVESTMENT COMPANIES. A closed-end investment company is a fund that
does not redeem its shares on a daily basis. As a result, an investment in a
closed-end investment company may be less liquid than investments that can be
sold any time a Fund holding such an investment decides to sell. Since the value
of a closed-end investment company is based on the value of the individual
securities it holds, a closed-end investment company's value will fall if the
value of its underlying securities decline. As a shareholder in a closed-end
investment company, a Fund will bear its ratable share of the investment
company's expenses, including management fees, and will remain subject to the
investment company's advisory and administration fees with respect to the assets
so invested.

-13-

<PAGE>

MANAGEMENT

INVESTMENT ADVISER

The Board of Trustees of Loomis Sayles Investment Trust oversees each
of the Funds and supervises the Funds' investment adviser, Loomis Sayles & Co.,
L.P. ("Loomis Sayles"), which is located at One Financial Center, Boston,
Massachusetts 02111.

Loomis Sayles was founded in 1926 and is one of the country's oldest
and largest investment firms. Loomis Sayles is responsible for making investment
decisions for each Fund and for managing each Fund's other affairs and business,
including providing executive and other personnel for the management of each
Fund.

As previously described in the "Expenses of the Funds" section, each
Fund pays Loomis Sayles a monthly investment advisory fee, also known as a
management fee, for these services. During the past fiscal year, the Funds paid
the fees shown in the following table to Loomis Sayles. These fees are expressed
as a percentage of the Fund's average net assets:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------
FUND MANAGEMENT FEE
- -------------------------------------------------------------------
<S> <C>
Loomis Sayles Small Company Growth Fund .75%
- -------------------------------------------------------------------
Loomis Sayles Small Company Value Fund .75%
- -------------------------------------------------------------------
</TABLE>

Certain expenses incurred by each Fund would have been higher if not
for Loomis Sayles' contractual obligation to limit the Funds' expenses through
February 1, 2001.

PORTFOLIO MANAGERS

The following persons have had primary responsibility for the
day-to-day management of each indicated Fund's portfolio since the date
stated below. Except where noted, each of these portfolio managers has been
employed by Loomis Sayles for at least five years.

LOOMIS SAYLES SMALL COMPANY GROWTH FUND. Christopher R. Ely, Philip C. Fine,
and David L. Smith, Vice Presidents of Loomis Sayles and of Loomis Sayles
Investment Trust, have served as portfolio managers of the Fund since its
inception. Prior to joining Loomis Sayles in 1996, Mr. Ely was senior vice
president and portfolio manager, and Mr. Fine and Mr. Smith were vice
presidents and portfolio managers, of Keystone Investment Management Company,
Inc.

-14-

<PAGE>

LOOMIS SAYLES SMALL COMPANY VALUE FUND. Jeffrey C. Petherick and Mary C.
Champagne, Vice Presidents of Loomis Sayles and of Loomis Sayles Investment
Trust, have served as portfolio managers of the Fund since its inception.

-15-

<PAGE>

GENERAL INFORMATION

PRICING

The price of each Fund's shares is based on its net asset value
("NAV"). The NAV per share of each Fund equals the total value of its assets,
less its liabilities, divided by the number of outstanding shares. Shares are
valued as of the close of regular trading on the New York Stock Exchange on each
day the Exchange is open for trading.

Each Fund values its investments for which market quotations are
readily available at market value. Each Fund values short-term investments that
will mature within 60 days at amortized cost, which approximates market value.
Each Fund values all other investments and assets at fair value.

Each Fund translates prices for its investments quoted in foreign
currencies into U.S. dollars at current exchange rates. As a result, changes in
the value of those currencies in relation to the U.S. dollar may affect a Fund's
NAV. Because foreign markets may be open at different times than the New York
Stock Exchange, the value of a Fund's shares may change on days when
shareholders are not able to buy or sell shares. If events materially affecting
the values of a Fund's foreign investments occur between the close of foreign
markets and the close of regular trading on the New York Stock Exchange, these
foreign investments may be valued at their fair value.

HOW TO PURCHASE SHARES

You can buy shares of each Fund by submitting a completed application
form and payment to State Street Bank and Trust Company at the following
address:

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

For an application form, or if you have questions, you may call Loomis
Sayles at 888-226-9699.

Each Fund sells its shares at the NAV next calculated after State
Street Bank and Trust Company receives a properly completed investment order.
State Street Bank and Trust Company generally must receive your properly
completed order before the close of regular trading on the New York Stock
Exchange for your shares to be bought or sold at the Fund's NAV on that day.

-16-

<PAGE>

Shares of each Fund may be purchased by (1) cash, (2) exchanging
securities acceptable to Loomis Sayles, or (3) a combination of such methods.
The exchange of securities for shares of the Fund is subject to various
restrictions, as described in the Statement of Additional Information.

All purchases made by check should be in U.S. dollars and made payable
to State Street Bank and Trust Company. The Funds will not accept checks made
payable to anyone other than State Street Bank and Trust Company (including
checks made payable to you) or starter checks. When you make an investment by
check or by periodic account investment, to ensure that your investment has
cleared, you will not be permitted to redeem that investment until it has been
in your account for 15 days.

After your account has been established, you may send subsequent
investments directly to State Street Bank and Trust Company at the above
address. Please include either the account identification slip detached from
your account statement or a note containing the Fund's name, your account number
and your name, address, telephone number, and social security number.

You also may wire subsequent investments by using the following wire
instructions:

State Street Bank and Trust Company
Boston, MA 02101
ABA No. 011000028
DDA 4133-408-7
Mutual Funds f/b/o Loomis Sayles Investment Trust
(Name of Fund)
(Your Name)
(Your account number)

Your bank may charge a fee for transmitting funds by wire.

A Fund may periodically close to new purchases of shares or refuse any
order to buy shares if the Fund determines that doing so would be in the best
interests of the Fund and its shareholders.

The minimum initial investment for each Fund is $3,000,000. Loomis
Sayles reserves the right to waive this minimum in its sole discretion.

Each subsequent investment must be at least $50,000.

-17-

<PAGE>

HOW TO REDEEM SHARES

You can redeem shares of each Fund any day the New York Stock Exchange
is open. If you are redeeming shares that you purchased within the past 15 days
by check, your redemption will be delayed until your payment for the shares
clears.

Your redemptions generally will be sent to you within seven days after
your request is received in good order. Under unusual circumstances, the Funds
may suspend redemptions or postpone payment for more than seven days. Although
most redemptions are made in cash, as described in the Statement of Additional
Information, the Funds reserve the right to redeem shares in kind.

You may make redemptions from each Fund by sending a written request
that includes the name of the Fund, the exact name(s) in which the shares are
registered, your address, telephone number, account number, social security
number, and the number of shares or dollar amount to be redeemed to State Street
Bank and Trust Company at the following address:

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

If you have certificates for the shares you want to sell, you must
include them along with completed stock power forms.

All owners of the shares must sign the written request in the exact
names in which the shares are registered. The owners 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).

[REDEMPTION BY THE FUNDS. If you own fewer shares than the minimum set by the
Trustees, each Fund may redeem your shares and send you the proceeds. Each Fund
also may redeem shares if you own more than a maximum amount set by the
Trustees. There is presently no maximum, but the Trustees could set a maximum
that would apply to both present and future shareholders.]

DIVIDENDS AND DISTRIBUTIONS

The Funds pay any net investment income to shareholders as dividends
annually. The Funds also distribute all of their net realized capital gains
after applying any capital loss carryovers. Any capital gains distributions
normally are made annually in December, but may be made more frequently as
deemed advisable by the Trustees. The Trustees may change the frequency with
which the Fund declares or pays dividends.

-18-

<PAGE>

You may choose to:

- - Reinvest all distributions in additional shares.

- - Receive all distributions in cash.

If you do not select an option when you open your account, all
distributions will be reinvested.

TAX CONSEQUENCES

Because the Funds are designed primarily for tax-exempt investors, such
as pension plans, endowments, and foundations, the Funds are not managed with a
view to reducing taxes. For federal income tax purposes, if the shareholder is
subject to tax, distributions of investment income from each of the Funds are
taxable as ordinary income. Taxes on distributions of capital gains are
determined by how long a Fund owned the investments that generated the capital
gains, rather than by how long you have owned your shares of the Fund.
Distributions of short-term capital gains, which result from the sale of
securities that a Fund had held for one year or less, are taxable as ordinary
income. Properly designated distributions of long-term capital gains, which
result from the sale of securities that a Fund had held for more than one year,
are taxable as long-term capital gains (generally at a 20% federal income tax
rate for non-corporate shareholders).

Distributions of income and capital gains are taxable whether you
received them in cash or reinvested them in additional shares. If a dividend or
distribution is made shortly after you purchase shares of a Fund, while in
effect a return of capital to you, the dividend or distribution is taxable, as
described above. This is called "buying a dividend" and should be avoided, if
possible.

A Fund's investment in foreign securities may be subject to foreign
withholding taxes, which would decrease a Fund's yield on those securities.
Shareholders may be entitled to claim a credit or deduction with respect to
foreign taxes. In addition, a Fund's investment in foreign securities may
increase or accelerate a Fund's recognition of income and may affect the timing
or amount of a Fund's distributions.

In addition to income tax on a Fund's distributions, any gain that
results if you sell or exchange your shares generally is subject to income tax.
You should consult your tax adviser for more information on how an investment in
a Fund affects your own tax situation.

-19-

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables below are intended to help you
understand each Fund's financial performance. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
that you would have earned or lost on an investment in each Fund, assuming
reinvestment of all dividends and distributions.

This information has been audited by ________________. The report of
______________________ and each Fund's financial statements are included in the
Funds' annual reports to shareholders, which are available free of charge by
calling 888-226-9699.

-20-

<PAGE>

LOOMIS SAYLES SMALL COMPANY GROWTH FUND

<TABLE>
<CAPTION>
Fiscal Year Ended
Sept. 30, 1999
--------------
<S> <C>
Net asset value, beginning of period

Income from investment operations --

Net investment income (loss)
Net realized and unrealized gains
(losses) on securities

Total from investment operations

Less distributions --

Dividends (from net investment
income)

Distributions in excess of net
investment income

Distributions (from capital gains)

Total distributions

Net asset value, end of period

Total return (%)*

Net assets, end of period (000)

Ratio of expenses to average net assets
(%)**

Ratio of net income to average net
assets (%)

Portfolio turnover rate (%)
</TABLE>

* Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.

** The adviser has agreed to reimburse a portion of the Fund's expenses
during the period. Without this reimbursement, the Fund's ratio of
operating expenses would have been higher.

+ Periods less than one year are not annualized.

++ Computed on an annualized basis.

-21-

<PAGE>

LOOMIS SAYLES SMALL COMPANY VALUE FUND

<TABLE>
<CAPTION>
Fiscal Year Ended
Sept. 30, 1999
--------------
<S> <C>
Net asset value, beginning of period

Income from investment operations --

Net investment income (loss)

Net realized and unrealized gains
(losses) on securities

Total from investment operations

Less distributions --

Dividends (from net investment
income)

Distributions (from capital gains)

Total distributions

Net asset value, end of period

Total return (%)*

Net assets, end of period (000)

Ratio of expenses to average net
assets (%)**

Ratio of net income to average net
assets (%)

Portfolio turnover rate (%)
</TABLE>

* Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.

** The adviser has agreed to reimburse a portion of the Fund's expenses
during the period. Without this reimbursement, the Fund's ratio of
operating expenses would have been higher.

+ Periods less than one year not annualized.

++ Computed on an annualized basis.

-22-

<PAGE>

[back cover page]

FOR MORE INFORMATION ABOUT THE FUNDS:

The Funds' statement of additional information (SAI) and annual and
semi-annual reports to shareholders provide additional information about the
Funds. The SAI and the auditor's report and financial statements included in
the Funds' most recent annual report to shareholders are incorporated by
reference into this Prospectus, which means that they are part of this
Prospectus for legal purposes.

In the Funds' annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected the Funds'
performance during the last fiscal year.

You may get free copies of these materials, request other information
about the Funds and other Loomis Sayles Investment Trust Funds, or make
shareholder inquiries by contacting your financial adviser, by visiting the
Loomis Sayles web site at http://www.loomissayles.com, or by calling Loomis
Sayles toll-free at 888-226-9699.

You may review and copy information about the Funds, including the SAI,
at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. You may call the Commission at 800-SEC-0330 for information
about the operation of the Public Reference Room. You also may access reports
and other information about the Funds on the Commission's web site at
http://www.sec.gov. You may obtain these reports and other information about
the Funds, with payment of a duplicating fee, by writing the Public Reference
Section of the Commission, Washington, DC 20549-6009. You may need to refer to
the Funds' file number, which is listed at the bottom of this page.

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
888-226-9699
www.loomissayles.com

File No. 811-8282

<PAGE>

LOGO

LOOMIS SAYLES INVESTMENT TRUST PROSPECTUS
JANUARY ___, 2000

LOOMIS SAYLES CALIFORNIA TAX-FREE INCOME FUND

Loomis Sayles & Company, L.P., which has managed mutual funds since
1926, is the investment adviser of the Fund.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
RISK/RETURN SUMMARY........................................................1
Loomis Sayles California Tax-Free Income Fund.........................2

EXPENSES OF THE FUND.......................................................7

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS
AND RISK CONSIDERATIONS.................................................8

MANAGEMENT................................................................12
Investment Adviser...................................................12
Portfolio Managers...................................................12

GENERAL INFORMATION.......................................................13
Pricing..............................................................13
How to Purchase Shares...............................................13
How to Redeem Shares.................................................14
Dividends and Distributions..........................................15
Tax Consequences.....................................................16

FINANCIAL HIGHLIGHTS......................................................18

APPENDIX A................................................................20
</TABLE>

<PAGE>

RISK/RETURN SUMMARY

Loomis Sayles Investment Trust is a group of nine mutual funds. This
Prospectus describes the Loomis Sayles California Tax-Free Income Fund.

- how the Fund's performance varied from year to year over
the life of the Fund; and

- how the Fund's average annual returns for one year and
over the life of the Fund compared to those of a
broad-based securities market index.

The Fund's past performance, of course, does not necessarily
indicate how it will perform in the future.

-1-

<PAGE>

LOOMIS SAYLES CALIFORNIA TAX-FREE INCOME FUND

INVESTMENT OBJECTIVE. The Fund's investment objective is to achieve as high a
level of current income exempt from both federal income tax and California
personal income tax as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES. The Fund generally invests substantially all
of its assets in investment grade fixed income securities the income from
which, in the opinion of issuer's counsel at the time of issuance, is exempt
from federal income tax and California personal income tax ("tax-exempt
securities"). It is a fundamental policy of the Fund that, during periods of
normal market conditions, at least 80% of its assets will be invested in
tax-exempt securities. The Fund may invest in fixed income securities of any
maturity.

Loomis Sayles generally prefers securities that are protected
against calls (early redemption by the issuer).

The Fund also may invest in U.S. Government securities, fixed income
securities, mortgage-backed securities, zero coupon securities, when-issued
securities, repurchase agreements, and Rule 144A securities.

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

- - State risk (the risk that the value of the Fund's investments will
fall as a result of adverse changes in the California economy or
in the ability of issuers of California tax-exempt securities to
meet their obligations);

- - interest rate risk (the risk that the value of the Fund's
investments will fall if interest rates rise);

- - credit risk (the risk that companies in which the Fund invests, or
with which it does business, will fail financially, and be
unwilling or unable to meet their obligations to the Fund);

- - market risk (the risk that the value of the Fund's investments will
fall as a result of movements in financial markets generally);

- - tax risk (the risk that some or all of the interest the Fund
receives might be or become taxable); and

-2-

<PAGE>

- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses).

BAR CHART. The following bar chart shows year-to-year changes in the
performance of the Fund.

[to be updated]

[GRAPH]

<TABLE>
<CAPTION>
1996* 1997* 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Return 0.0% 0.0% 0.0% 0.0%
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on June 1, 1995. The Fund's shares were
registered under the Securities Act of 1933 on March 7, 1997.

The Fund's returns will vary. For example, during the period shown
in the bar chart, the Fund's best quarter was up ___% (______ quarter, 19__),
and the Fund's worst quarter was down 1.3% (second quarter, 1999).

PERFORMANCE TABLE. The following table compares the performance of the Fund
to the ___________ Index, an index that ______________. The index is
unmanaged, has no operating costs, and is included in the table to facilitate
your comparison of the Fund's performance to a broad-based market index.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Average Annual Total Return as of 1 year Since Inception
December 31, 1999 (6/1/95)*
- --------------------------------------------------------------------------------
<S> <C> <C>
Loomis Sayles California Tax-Free Income Fund
- --------------------------------------------------------------------------------
__________ Index
- --------------------------------------------------------------------------------
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on June 1, 1995. The Fund's shares were
registered under the Securities Act of 1933 on March 7, 1997.

The Fund's performance through December 31, 1999 benefited from
Loomis Sayles' agreement to limit the Fund's expenses.

-3-

<PAGE>

SUMMARY OF PRINCIPAL RISKS

STATE RISK

Because the Fund will invest primarily in California tax-exempt
securities, the Fund's value may be affected by factors pertaining to the
California economy and other factors affecting the ability of issuers of
California tax-exempt securities to meet their obligations. As a result, the
value of the Fund's shares may fluctuate more widely than the value of shares
of a fund that invests in securities of issuers located in a number of
different states. The ability of California state, county, or local
governments to meet their obligations will depend primarily on the
availability of tax and other revenues to those governments and on their
fiscal conditions generally. An expanded discussion of risks associated with
California tax-exempt securities is contained in the Statement of Additional
Information.

INTEREST RATE RISK

The Fund also faces increased interest rate risk when it invests in
fixed income securities paying no current interest, such as zero coupon
securities.

-4-

<PAGE>

CREDIT RISK

MARKET RISK

This is the risk that the value of the Fund's investments will
change as the markets for fixed income securities fluctuate and that prices
overall may decline.

LEVERAGING RISK

LIQUIDITY RISK

MANAGEMENT RISK

-5-

<PAGE>

TAX RISK

The Fund is subject to the risk that some or all of the interest it
receives might become taxable by law or be determined by the Internal Revenue
Service or the California state tax authority to be taxable. In this event,
the value of the Fund's investments would likely fall, and some or all of the
income distributions paid by the Fund might become taxable. In addition, some
or all of the income distributions paid by the Fund may be subject to Federal
alternative minimum income tax.

-6-

<PAGE>

EXPENSES OF THE FUND

The following table presents the expenses that you would pay if you
buy and hold shares of the Fund.

The Fund does not impose a sales charge, a redemption fee, or an
exchange fee.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

[to be updated]

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Fund Management Distribution Other Total Annual Fee Net
Fees (12b-1) Fees Expenses Fund Operating Waiver/ Expenses*
Expenses Reimbursement*
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles California Tax- .50% none .83% 1.33% .68% .65%
Free Income Fund *
- --------------------------------------------------------------------------------------------------------------------------
* Reflects Loomis Sayles' contractual obligation to limit the Fund's expenses through February 1, 2001.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Fund 1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Loomis Sayles California Tax-Free
Income Fund $ $ $ $
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

-7-

<PAGE>

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS
AND RISK CONSIDERATIONS

-8-

<PAGE>

LOWER RATED FIXED INCOME SECURITIES. A fixed income security will be
considered a lower rated fixed income security ("junk bond") if it is
of below investment grade quality. To be considered investment grade
quality, at least one major rating agency must have rated the
security in one of its top four rating categories at the time the
Fund acquires the security or, if the security is unrated, Loomis
Sayles must have determined it to be of comparable quality.
Therefore, lower rated fixed income securities are securities that,
at the time the Fund acquires the security, none of the major rating
agencies has rated in one of its top four rating categories, or
unrated securities that Loomis Sayles has determined to be of
comparable quality.

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

-9-

<PAGE>

securities fluctuate as interest rates change. Yields on U.S. Government
securities tend to be lower than those on corporate securities of comparable
maturities.

-10-

<PAGE>

buy when-issued securities, it will segregate liquid assets at its custodian
bank in an amount sufficient to satisfy these obligations.

REPURCHASE AGREEMENTS. In a repurchase agreement, the Fund buys securities
from a seller, usually a bank or brokerage firm, with the understanding that
the seller will repurchase the securities at a higher price at a later date.
Such transactions afford an opportunity for the Fund to earn a return on
available cash at minimal market risk, although the Fund may be subject to
various delays and risks of loss if the seller is unable to meet its
obligations to repurchase.

-11-

<PAGE>

MANAGEMENT

INVESTMENT ADVISER

Certain expenses incurred by the Fund would have been higher if not
for Loomis Sayles' contractual obligation to limit the Fund's expenses
through February 1, 2001.

PORTFOLIO MANAGERS

Kent P. Newmark, Vice President and Director of Loomis Sayles and
Vice President of Loomis Sayles Investment Trust, and Robert K. Payne, Vice
President of Loomis Sayles [and of Loomis Sayles Investment Trust], have
served as portfolio managers of the Fund since its inception in 1995. Each
has been employed by Loomis Sayles for the past five years.

-12-

<PAGE>

GENERAL INFORMATION

PRICING

HOW TO PURCHASE SHARES

You can buy shares of the Fund by submitting a completed application
form and payment to Loomis Sayles Investment Trust at the following address:

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

For an application form, or if you have questions, you may call
Loomis Sayles at 888-226-9699.

-13-

<PAGE>

You also may wire subsequent investments by using the following wire
instructions:

State Street Bank and Trust Company
Boston, MA 02101
ABA No. 011000028
DDA 4133-408-7
Mutual Funds f/b/o Loomis Sayles Investment Trust
(Name of Fund)
(Your Name)
(Your account number)

Your bank may charge a fee for transmitting funds by wire.

The Fund may periodically close to new purchases of shares or refuse
any order to buy shares if the Fund determines that doing so would be in the
best interests of the Fund and its shareholders.

The minimum initial investment for the Fund is $500,000. Each
subsequent investment must be at least $50,000. Loomis Sayles Investment
Trust reserves the right to waive these minimums in its sole discretion.

HOW TO REDEEM SHARES

-14-

<PAGE>

described in the Statement of Additional Information, the Fund reserves the
right to redeem shares in kind.

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

If you have certificates for the shares you want to sell, you must
include them along with completed stock power forms.

DIVIDENDS AND DISTRIBUTIONS

The Fund pays any net investment income to shareholders as dividends
monthly. The Fund also distributes all of its net realized capital gains
after applying any capital loss carryovers. Any capital gains distributions
normally are made annually in December, but may be made more frequently as
deemed advisable by the Trustees. The Trustees may change the frequency with
which the Fund declares or pays dividends.

You may choose to:

- - Reinvest all distributions in additional shares.

- - Receive all distributions in cash.

-15-

<PAGE>

If you do not select an option when you open your account, all
distributions will be reinvested.

TAX CONSEQUENCES

If, at the end of each quarter of the Fund's taxable year, more than
half of the value of the Fund's assets consist of tax-exempt securities, the
Fund will qualify to pay dividends that may be excluded from your gross
income on your federal tax return and your California personal income tax
return. If you receive social security or railroad retirement benefits,
however, you may be subject to federal income tax (but not California
personal income tax) on a portion of those benefits as a result of receiving
tax exempt income. Tax exempt income also may be taken into account for the
federal alternative minimum tax and for liability for California franchise or
corporation income tax for corporate shareholders subject to such tax.

The Fund may at times purchase California tax-exempt securities at a
discount from the price at which they were originally issued. For federal
income tax purposes and California personal income tax purposes, some or all
of this market discount will be included in the Fund's ordinary income and
will be taxable to you as such when it is distributed to you.

If you incur or continue indebtedness to purchase or carry shares of
the Fund, that portion of interest paid or accrued on such indebtedness that
equals the total interest paid or accrued on the indebtedness, multiplied by
the percentage of the Fund's total distributions (not including distributions
from net long-term capital gains) paid to you that is exempt-interest
dividends, is not deductible for federal income tax purposes or California
personal income tax purposes. In this situation, federal and state taxing
authorities may consider the purchase of shares to have been made with
borrowed funds, even though such funds are not directly traceable to the
purchase of shares.

Some of the Fund's investments may produce taxable income.
Distributions of taxable income will be taxable to you as ordinary income,
except that any distributions designated by the Fund as deriving from net
gains on securities held for more than one year (capital gain dividends) will
be taxable to you as long-term capital gains (generally at a 20% federal
income tax rate for noncorporate shareholders), regardless of how long you
have held your shares in the Fund. If such a dividend or distribution is made
shortly after you purchase shares of the Fund, while in effect a return of
capital to you, the dividend or distribution is taxable as described in this
paragraph. This is called "buying a dividend" and should be avoided if
possible.

If at least 95% of the Fund's dividends are designated as
exempt-interest dividends, federal backup withholding rules do not apply with
respect to such dividends. See the

-16-

<PAGE>

Statement of Additional Information for more information on backup
withholding and other tax rules.

You should consult your tax adviser for more information on how an
investment in the Fund affects your own tax situation.

-17-

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table below is intended to help you
understand the Fund's financial performance. Certain information reflects
financial results for a single Fund share. The total returns represent the
rate that you would have earned or lost on an investment in the Fund,
assuming reinvestment of all dividends and distributions.

This information has been audited by ______________________. The
report of _____________________ and the Fund's financial statements are
included in the Fund's annual report to shareholders, which is available free
of charge by calling 888-226-9699.

-18-

<PAGE>

LOOMIS SAYLES CALIFORNIA TAX-FREE INCOME FUND

<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------

Sept. 30, 1999 Sept. 30,1998* Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995
-------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period

Income from investment operations --

Net investment income (loss)

Net realized and unrealized gains
(losses) on securities

Total from investment operations

Less distributions --

Dividends (from net investment
income)

Distributions in excess of net
investment income

Distributions (from capital gains)

Total distributions

Net asset value, end of period

Total return (%)**

Net assets, end of period (000)

Ratio of expenses to average net assets
(%)***

Ratio of net income to average net
assets (%)

Portfolio turnover rate (%)
</TABLE>

* In 1998, the Fund's fiscal year end changed from December 31 to
September 30.

** Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.

*** The adviser has agreed to reimburse a portion of the Fund's expenses
during the period. Without this reimbursement, the Fund's ratio of
operating expenses would have been higher.

+ Periods less than one year are not annualized.

++ Computed on an annualized basis.

-19-

<PAGE>

APPENDIX A

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

STANDARD & POOR'S

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.

BBB

BB, B, CCC, CC

-20-

<PAGE>

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.

This symbol is attached to the ratings of instruments with significant
noncredit risks such as risks to principal or volatility of expected returns.

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.

MOODY'S INVESTORS SERVICE, INC.

Aaa

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

-21-

<PAGE>

are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.

Baa

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:

-22-

<PAGE>

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 a 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.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the
symbols Aa1, A1, Baa1, Ba1 and B1.

-23-

<PAGE>

[back cover page]

FOR MORE INFORMATION ABOUT THE FUND:

In the Fund's annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected the Fund's
performance during the last fiscal year.

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
888-226-9699
www.loomissayles.com

File No. 811-8282

<PAGE>

LOGO

LOOMIS SAYLES INVESTMENT TRUST PROSPECTUS
JANUARY __, 2000

LOOMIS SAYLES FIXED INCOME FUND
LOOMIS SAYLES HIGH YIELD FIXED INCOME FUND
LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND
LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND

Loomis Sayles & Company, L.P., which has managed mutual funds since
1926, is the investment adviser of the Funds.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
RISK/RETURN SUMMARY..........................................................1
Loomis Sayles Fixed Income Fund.........................................2
Loomis Sayles High Yield Fixed Income Fund..............................5
Loomis Sayles Intermediate Duration Fixed Income Fund...................8
Loomis Sayles Investment Grade Fixed Income Fund.......................11

EXPENSES OF THE FUNDS.......................................................18

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS
AND RISK CONSIDERATIONS...................................................20

MANAGEMENT..................................................................27
Investment Adviser......................................................27
Portfolio Managers......................................................27

GENERAL INFORMATION.........................................................29
Pricing................................................................29
How to Purchase Shares.................................................29
How to Redeem Shares...................................................31
Dividends and Distributions............................................32
Tax Consequences.......................................................32

FINANCIAL HIGHLIGHTS........................................................34

APPENDIX A..................................................................39
</TABLE>

<PAGE>

RISK/RETURN SUMMARY

Loomis Sayles Investment Trust is a group of nine mutual funds. This
Prospectus describes 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 Investment Grade Fixed Income Fund.

The following is a summary of certain key information about the
Funds. You will find additional information about each Fund, including a
detailed description of the risks of an investment in each Fund, after this
summary.

This Risk/Return summary describes the Funds' objectives, principal
investment strategies, principal risks, and performance. The summary for each
Fund includes a short discussion of some of the principal risks of investing
in each Fund. A further discussion of these and other principal risks begins
after this summary.

More detailed descriptions of the Funds, including some of the
additional risks associated with investing in the Funds, can be found further
back in this Prospectus after the Summary of Principal Risks. Please be sure
to read this additional information before you invest.

The Risk/Return summary includes bar charts showing each Fund's
annual returns and tables showing each Fund's average annual returns. The bar
charts and tables provide an indication of the historical risk of an
investment in each Fund by showing:

- how the Fund's performance varied from year to year over the
life of the Fund; and

- how the Fund's average annual returns for one year, five
years, and over the life of the Fund compared to those of a
broad-based securities market index.

A Fund's past performance, of course, does not necessarily indicate
how it will perform in the future.

You can lose money by investing in a Fund. A Fund may not achieve
its objective and is not intended to be a complete investment program. An
investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

-1-

<PAGE>

LOOMIS SAYLES FIXED INCOME FUND

INVESTMENT OBJECTIVE. The Fund's investment objective is high total
investment return through a combination of current income and capital
appreciation.

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in fixed income
securities. The Fund may invest up to 35% of its assets in lower rated fixed
income securities ("junk bonds") and up to 20% of its assets in preferred
stocks. The Fund may invest in fixed income securities of any maturity.

In deciding which securities to buy and sell, Loomis Sayles will
consider, among other things, the financial strength of the issuer of the
security, current interest rates, Loomis Sayles' expectations regarding
general trends in interest rates, and comparisons of the level of risk
associated with particular investments with Loomis Sayles' expectations
concerning the potential return of those investments.

Loomis Sayles generally prefers securities that are protected
against calls (early redemption by the issuer).

The Fund may invest any portion of its assets in securities of
Canadian issuers and up to 20% of its assets in other foreign securities.

The fixed income securities in which the Fund may invest include
corporate securities, U.S. Government securities, zero coupon securities,
mortgage-backed securities, stripped mortgage-backed securities,
collateralized mortgage obligations, when-issued securities, real estate
investment trusts, Rule 144A securities, and convertible securities.

-2-

<PAGE>

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

- - interest rate risk (the risk that the value of the Fund's investments
will fall if interest rates rise);

- - credit risk (the risk that companies in which the Fund invests, or
with which it does business, will fail financially, and be unwilling
or unable to meet their obligations to the Fund);

- - market risk (the risk that the value of the Fund's investments will
fall as a result of movements in financial markets generally); and

- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses).

BAR CHART. The following bar chart shows year-to-year changes in the
performance of the Fund.

[to be updated]

[GRAPH]

<TABLE>
<CAPTION>
1996* 1997* 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
RETURN 0.0% 0.0% 0.0% 0.0%
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on January 17, 1995. The Fund's shares
were registered under the Securities Act of 1933 on March 7, 1997.

The Fund's returns will vary. For example, during the period shown
in the bar chart, the Fund's best quarter was up ____% (_______ quarter,
19__), and the Fund's worst quarter was down 4.4% (third quarter, 1998).

-3-

<PAGE>

PERFORMANCE TABLE. The following table compares the performance of the Fund
to the Lehman Brothers Government/Corporate Bond Index, an index that tracks
the performance of a broad range of government and corporate fixed income
securities. The index is unmanaged, has no operating costs, and is included
in the table to facilitate your comparison of the Fund's performance to a
broad-based market index.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Average Annual Total Return as of 1 year Since
December 31, 1999 Inception
(1/17/95)*
- ------------------------------------------------------------------------------
<S> <C> <C>
Loomis Sayles Fixed Income Fund
- ------------------------------------------------------------------------------
Lehman Brothers Government/Corporate
Bond Index
- ------------------------------------------------------------------------------
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on January 17, 1995. The Fund's shares
were registered under the Securities Act of 1933 on March 7, 1997.

The Fund's performance through December 31, 1999 benefited from
Loomis Sayles' agreement to limit the Fund's expenses.

-4-

<PAGE>

LOOMIS SAYLES HIGH YIELD FIXED INCOME FUND

INVESTMENT OBJECTIVE. The Fund's investment objective is high total
investment return through a combination of current income and capital
appreciation.

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in lower rated
fixed income securities ("junk bonds"), although it may invest up to 20% of
its assets in preferred stocks and up to 10% of its assets in common stocks.
The Fund may invest in fixed income securities of any maturity.

Loomis Sayles generally prefers securities that are protected
against calls (early redemption by the issuer).

The Fund may invest any portion of its assets in Canadian securities
and up to 50% of its assets in other foreign securities.

The fixed income securities in which the Fund may invest include
corporate securities, U.S. Government securities, zero coupon securities,
mortgage-backed securities, collateralized mortgage obligations, when-issued
securities, real estate investment trusts, Rule 144A securities, and
convertible securities.

-5-

<PAGE>

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

- - credit risk (the risk that companies in which the Fund invests, or
with which it does business, will fail financially, and be unwilling
or unable to meet their obligations to the Fund);

- - interest rate risk (the risk that the value of the Fund's investments
will fall if interest rates rise);

- - market risk (the risk that the value of the Fund's investments will
fall as a result of movements in financial markets generally);

- - foreign risk (the risk that the value of the Fund's foreign
investments will fall as a result of foreign political, social,
or economic changes);

- - currency risk (the risk that the value of the Fund's investments
will fall as a result of changes in exchange rates);

- - leveraging risk (the risk that the Fund will incur losses on
investments effectively purchased with borrowed money);

- - derivatives risk (the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack
of correlation with the underlying investment);

- - liquidity risk (the risk that the Fund may be unable to find a buyer
for its investments when it seeks to sell them); and

- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses).

Because the Fund invests in lower rated fixed income securities,
your investment faces significantly more risk than other types of fixed
income funds. For example, the Fund's returns may be more volatile than a
fund that invests primarily in investment grade fixed income securities, such
as the Loomis Sayles Investment Grade Fixed Income Fund.

-6-

<PAGE>

BAR CHART. The following bar chart shows year-to-year changes in the
performance of the Fund.

[to be updated]

[GRAPH]

<TABLE>
<CAPTION>
1997* 1998 1999
---- ---- ----
<S> <C> <C> <C>
RETURN 0.0% 0.0% 0.0%
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on June 5, 1996. The Fund's shares were
registered under the Securities Act of 1933 on March 7, 1997.

The Fund's returns will vary. For example, during the period shown
in the bar chart, the Fund's best quarter was up 8.1% (third quarter, 1997),
and the Fund's worst quarter was down 16.4% (third quarter, 1998).

PERFORMANCE TABLE. The following table compares the performance of the Fund
to the Merrill Lynch High Yield Master Index, an index that tracks the
performance of lower-rated fixed income securities. The index is unmanaged,
has no operating costs, and is included in the table to facilitate your
comparison of the Fund's performance to a broad-based market index.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Average Annual Total Return as of 1 year Since
December 31, 1999 Inception
(6/5/96)*
- -------------------------------------------------------------------------------
<S> <C> <C>
Loomis Sayles High Yield Fixed Income Fund
- -------------------------------------------------------------------------------
Merrill Lynch High Yield Master Index
- -------------------------------------------------------------------------------
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on June 5, 1996. The Fund's shares were
registered under the Securities Act of 1933 on March 7, 1997.

The Fund's performance through December 31, 1999 benefited from
Loomis Sayles' agreement to limit the Fund's expenses.

-7-

<PAGE>

LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND

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

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in investment
grade fixed income securities. The Fund's weighted average duration
generally is two to five years.

The Fund will purchase only investment grade fixed income
securities. In the event that the credit rating of a security held by the
Fund falls below investment grade (or, in the case of an unrated security,
Loomis Sayles determines that the quality of such security has fallen below
investment grade), the Fund will not be obligated to dispose of the security
and may continue to hold the security if Loomis Sayles believes the
investment is appropriate.

In deciding which securities to buy and sell, Loomis Sayles will
consider, among other things, the financial strength of the issuer, current
interest rates, and comparisons of the level of risk associated with
particular investments with Loomis Sayles' expectations concerning the
potential return of those investments.

Loomis Sayles generally prefers securities that are protected
against calls (early redemption by the issuer).

The Fund may invest any portion of its assets in Canadian securities
and up to 20% of its assets in other foreign securities.

The fixed income securities in which the Fund may invest include
corporate securities, U.S. Government securities, zero coupon securities,
mortgage-backed securities, asset-backed securities, real estate investment
trusts, Rule 144A securities, and convertible securities.

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

-8-

<PAGE>

- - interest rate risk (the risk that the value of the Fund's
investments will fall if interest rates rise);

- - credit risk (the risk that companies in which the Fund invests, or
with which it does business, will fail financially, and be unwilling
or unable to meet their obligations to the Fund);

- - market risk (the risk that the value of the Fund's investments will
fall as a result of movements in financial markets generally); and

- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses).

Interest rate risk generally is greater for funds that invest in
fixed income securities with relatively long maturities, such as this Fund,
than for funds that invest in fixed income securities with shorter maturities.

BAR CHART. The following bar chart shows the annual performance of the Fund.

[to be updated]

[GRAPH]

<TABLE>
<CAPTION>
1999
----
<S> <C>
RETURN 0.0%
</TABLE>

The Fund's returns will vary. For example, during the period shown
in the bar chart, the Fund's best quarter was up 1.4% (first quarter, 1999),
and the Fund's worst quarter was down __% (_______ quarter, 19__).

PERFORMANCE TABLE. The following table compares the performance of the Fund
to the Lehman Brothers Government/Corporate Intermediate Bond Index, an index
that tracks the performance of government and corporate fixed income
securities with an average maturity of one to ten years. The index is
unmanaged, has no operating costs, and is included in the table to facilitate
your comparison of the Fund's performance to a broad-based market index.

-9-

<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Average Annual Total Return as of 1 year Since
December 31, 1999 Inception
(1/28/98)
- -------------------------------------------------------------------------------
<S> <C> <C>
Loomis Sayles Intermediate Duration Fixed
Income Fund
- -------------------------------------------------------------------------------
Lehman Brothers Government/Corporate
Intermediate Bond Index
- -------------------------------------------------------------------------------
</TABLE>

The Fund's performance through December 31, 1999 benefited from
Loomis Sayles' agreement to limit the Fund's expenses.

-10-

<PAGE>

LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND

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

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in investment
grade fixed income securities, although it may invest up to 10% of its assets
in lower rated fixed income securities ("junk bonds") and up to 20% of its
assets in preferred stocks. The Fund may invest in fixed income securities of
any maturity.

In deciding which securities to buy and sell, the Fund will
consider, among other things, the financial strength of the issuer, current
interest rates, Loomis Sayles' expectations regarding future changes in
interest rates, and comparisons of the level of risk associated with
particular investments with Loomis Sayles' expectations concerning the
potential return of those investments.

Loomis Sayles generally prefers securities that are protected
against calls (early redemption by the issuer).

The Fund may invest any portion of its assets in securities of
Canadian issuers and up to 20% of its assets in securities of other foreign
issuers.

-11-

<PAGE>

PRINCIPAL RISKS. Among the principal risks of investing in the Fund are the
following:

- - interest rate risk (the risk that the value of the Fund's
investments will fall if interest rates rise);

- - market risk (the risk that the value of the Fund's investments will
fall as a result of movements in financial markets generally); and

- - management risk (the risk that Loomis Sayles' investment techniques
will be unsuccessful and may cause the Fund to incur losses).

Interest rate risk generally is greater for funds, such as this
Fund, that invest in fixed income securities with relatively long maturities
than for funds that invest in fixed income securities with shorter maturities.

BAR CHART. The following bar chart shows year-to-year changes in the
performance of the Fund.

[to be updated]

[GRAPHIC]

<TABLE>
<CAPTION>
1995* 1996* 1997* 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
RETURN 0.0% 0.0% 0.0% 0.0% 0.0%
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on July 1, 1994. The Fund's shares were
registered under the Securities Act of 1933 on March 7, 1997.

The Fund's returns will vary. For example, during the period shown
in the bar chart, the Fund's best quarter was up 9.9% (second quarter, 1995),
and the Fund's worst quarter was down 3.7% (third quarter, 1998).

-12-

<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Average Annual Total Return as of 1 year 5 years Since
December 31, 1999 Inception
(7/1/94)*
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Loomis Sayles Investment Grade Fixed Income Fund
- ---------------------------------------------------------------------------------------
Lehman Brothers Government/Corporate Bond Index
- ---------------------------------------------------------------------------------------
</TABLE>

* The Fund was registered under the Investment Company Act of 1940
and commenced operations on July 1, 1994. The Fund's shares were
registered under the Securities Act of 1933 on March 7, 1997.

The Fund's performance through December 31, 1999 benefited from
Loomis Sayles' agreement to limit the Fund's expenses.

-13-

<PAGE>

SUMMARY OF PRINCIPAL RISKS

The value of your investment in a Fund will fluctuate with changes
in the values of the Fund's investments. Many factors can affect those
values. This section describes the principal risks that may affect a Fund's
portfolio as a whole. Each Fund could be subject to additional principal
risks because the types of investments made by each Fund can change over time.

INTEREST RATE RISK

This is the risk that changes in interest rates will affect the
value of a Fund's investments in fixed income securities, such as bonds,
notes, asset-backed securities, and other income producing securities. Fixed
income securities are obligations of the issuer to make payments of principal
and/or interest on future dates. Interest rate risk affects each of the
Funds. Increases in interest rates may cause the value of a Fund's
investments to decline.

Even funds that generally invest a significant portion of their
assets in high quality fixed income securities, such as the Loomis Sayles
Investment Grade Fixed Income Fund, are subject to interest rate risk.
Interest rate risk is greater for funds that generally invest a significant
portion of their assets in lower rated fixed income securities ("junk bonds")
or comparable unrated securities, such as the Loomis Sayles High Yield Fixed
Income Fund.

Interest rate risk also is greater for funds that generally invest
in fixed income securities with longer maturities, such as the Loomis Sayles
Intermediate Duration Fixed Income Fund and the Loomis Sayles Investment
Grade Fixed Income Fund, than for funds that invest in fixed income
securities with shorter maturities.

Interest rate risk is compounded for funds that invest a significant
portion of their assets in mortgage-related or other asset-backed securities.
Each of the Funds may invest in mortgage-related securities and in
asset-backed securities. The value of mortgage-related and asset-backed
securities generally is more sensitive to changes in interest rates than
other types of fixed income securities. When interest rates rise, the
maturities of mortgage-related and asset-backed securities tend to lengthen,
and the value of the securities decreases more significantly. In addition,
these types of securities are subject to prepayment when interest rates fall,
which generally results in lower returns because funds that hold these types
of securities must reinvest assets previously invested in these types of
securities in fixed income securities with lower interest rates.

The Funds also face increased interest rate risk when they invest in
fixed income securities paying no current interest, such as zero coupon
securities, principal-only securities, interest-only securities, and fixed
income securities paying non-cash interest in the form of other fixed income
securities.

-14-

<PAGE>

CREDIT RISK

This is the risk that the issuer or the guarantor of a fixed income
security, or the counterparty to an over-the-counter transaction, will be
unable or unwilling to make timely payments of interest or principal or to
otherwise honor its obligations. The degree of risk for a particular security
may be reflected in its credit rating. Credit risk is greater for Funds that
typically invest a significant portion of their assets in lower rated fixed
income securities ("junk bonds"), such as the Loomis Sayles High Yield Fixed
Income Fund. Lower rated fixed income securities generally have speculative
elements or are predominately speculative credit risks.

Funds, such as the Loomis Sayles High Yield Fixed Income Fund, that
invest in fixed income securities issued in connection with corporate
restructurings by highly leveraged issuers or in fixed income securities that
are not current in the payment of interest or principal (i.e., in default)
may be subject to greater credit risk because of these investments.

Funds that invest a significant portion of their assets in foreign
securities also are subject to increased credit risk because of the
difficulties of requiring foreign entities to honor their contractual
commitments and because a number of foreign governments and other issuers are
already in default.

MARKET RISK

This is the risk that the value of a Fund's investments will change
as the markets for fixed income securities fluctuate and that prices overall
may decline.

FOREIGN RISK

-15-

<PAGE>

Funds that invest in emerging markets may face greater foreign risk
since emerging markets countries may be more likely to experience political
and economic instability.

CURRENCY RISK

This is the risk that fluctuations in exchange rates between the
U.S. dollar and foreign currencies may cause the value of a Fund's
investments to decline. Each of the Funds is subject to currency risk because
it may invest in securities denominated in, or receiving revenues in, foreign
currencies.

LEVERAGING RISK

When a Fund borrows money or otherwise leverages its portfolio, the
value of an investment in the Fund will be more volatile, and all other risks
generally are compounded. Since each of the Funds may create leverage by
using investments such as repurchase agreements, inverse floating rate
instruments or derivatives, or by borrowing money, each Fund may face this
risk.

DERIVATIVES RISK

Each Fund may use derivatives, which are financial contracts whose
value depends upon or is derived from the value of an underlying asset,
reference rate, or index. Examples of derivatives include options, futures,
and swap transactions. The Funds may use derivatives as part of a strategy
designed to reduce other risks ("hedging"). The Funds also may use
derivatives to earn income, enhance yield, and broaden Fund diversification.
This use of derivatives entails greater risk than using derivatives solely
for hedging purposes. Funds that use derivatives also face additional risks,
such as the credit risk of the other party to a derivative contract, the risk
of difficulties in pricing and valuation, and the risk that changes in the
value of a derivative may not correlate perfectly with relevant assets,
rates, or indices.

LIQUIDITY RISK

Liquidity risk exists when particular investments are difficult to
purchase or sell, possibly preventing a Fund from selling out of these
illiquid securities at an advantageous price. Derivatives and securities that
involve substantial interest rate and credit risk tend to involve greater
liquidity risk. In addition, liquidity risk tends to increase to the extent a
Fund invests in securities whose sale may be restricted by law or by
contract, such as Rule 144A securities.

-16-

<PAGE>

MANAGEMENT RISK

Management risk is the risk that Loomis Sayles' investment
techniques could fail to achieve a Fund's objective and could cause your
investment in a Fund to lose value. Each Fund is subject to management risk
because each Fund is actively managed by Loomis Sayles. Loomis Sayles will
apply its investment techniques and risk analyses in making investment
decisions for each Fund, but there can be no guarantee that Loomis Sayles'
decisions will produce the desired results. For example, in some cases
derivative and other investment techniques may be unavailable or Loomis
Sayles may determine not to use them, even under market conditions where
their use could have benefited a Fund.

-17-

<PAGE>

EXPENSES OF THE FUNDS

The following table presents the expenses that you would pay if you
buy and hold shares of a Fund.

None of the Funds imposes a sales charge, a redemption fee, or an
exchange fee.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

[to be updated]

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Fund Management Distribution Other Total Annual Fee Net
Fees (12b-1) Fees Expenses Fund Operating Waiver/ Expenses*
Expenses Reimbursement*
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles Fixed Income
Fund .50% none .18% .68% .03% .65%
- -------------------------------------------------------------------------------------------------------------------------
Loomis Sayles High Yield
Fixed Income Fund .60% none .52% 1.12% .37% .75%
- -------------------------------------------------------------------------------------------------------------------------
Loomis Sayles Intermediate
Duration Fixed Income Fund .40% none .93% 1.33% .78% .55%
- -------------------------------------------------------------------------------------------------------------------------
Loomis Sayles Investment
Grade Fixed Income Fund .40% none .25% .65% .10% .55%
- -------------------------------------------------------------------------------------------------------------------------
* Reflects Loomis Sayles' contractual obligation to limit the Funds' expenses through February 1, 2001.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

-18-

<PAGE>

EXAMPLE

The following example translates the "Total Annual Fund Operating
Expenses" column shown in the preceding table into dollar amounts. This
example is intended to help you compare the cost of investing in a Fund with
the cost of investing in other mutual funds.

This example makes certain assumptions. It assumes that you invest
$10,000 in a Fund for the time periods shown and then redeem all your shares
at the end of those periods. This example also assumes that your investment
has a 5% return each year and that the Fund's operating expenses remain the
same. Please remember that this example is hypothetical, so that your actual
costs and returns may be higher or lower.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Fund 1 year 3 years 5 years 10 years
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Loomis Sayles Fixed Income Fund $ $ $ $
- ---------------------------------------------------------------------------------------------------------
Loomis Sayles High Yield Fixed
Income Fund $ $ $ $
- ---------------------------------------------------------------------------------------------------------
Loomis Sayles Intermediate Duration
Fixed Income Fund $ $ $ $
- ---------------------------------------------------------------------------------------------------------
Loomis Sayles Investment Grade
Fixed Income Fund $ $ $ $
- ---------------------------------------------------------------------------------------------------------
</TABLE>

-19-

<PAGE>

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS
AND RISK CONSIDERATIONS

This section provides more information on each Fund's investments
and risk considerations. Except for each Fund's investment objective, and any
investment policies that are identified as "fundamental," all of the
investment policies and strategies of each Fund may be changed without a vote
of the Fund's shareholders.

Except where specifically noted elsewhere in this Prospectus, each
of the Funds may use any of the investment strategies described in this
section. Some of these investment strategies are principal investment
strategies for the Funds, while others are secondary investment strategies
for the Funds.

TEMPORARY DEFENSIVE STRATEGIES. For temporary defensive purposes, each of the
Funds may invest any portion of its assets in cash or in any securities
Loomis Sayles deems appropriate. Although Loomis Sayles has the option to use
these defensive strategies, Loomis Sayles may choose not to use them for a
variety of reasons, even in very volatile market conditions. A Fund may miss
certain investment opportunities if it uses defensive strategies and thus may
not achieve its investment objective.

PORTFOLIO TURNOVER. Portfolio turnover considerations will not limit Loomis
Sayles' investment discretion in managing the assets of each Fund. Each Fund
anticipates that its portfolio turnover rate will vary significantly from
time to time depending on the volatility of economic and market conditions.
High portfolio turnover may generate higher costs and higher levels of
taxable gains, both of which may hurt the performance of your investment.

FIXED INCOME SECURITIES. 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 or corporate issuers. Fixed
income securities include, among others, bonds, debentures, notes, bills, and
commercial paper. Because interest rates vary, it is impossible to predict
the income of a Fund for any particular period. The net asset value of a
Fund's shares will vary as a result of changes in the value of the securities
in the Fund's portfolio.

INVESTMENT GRADE FIXED INCOME SECURITIES. To be considered investment
grade quality, at least one major rating agency must have rated the
security in one of its top four rating categories at the time a Fund
acquires the security or, if the security is unrated, Loomis Sayles
must have determined it to be of comparable quality.

-20-

<PAGE>

LOWER RATED FIXED INCOME SECURITIES. A fixed income security will be
considered a lower rated fixed income security ("junk bond") if it is
of below investment grade quality. To be considered investment grade
quality, at least one major rating agency must have rated the security
in one of its top four rating categories at the time a Fund acquires
the security or, if the security is unrated, Loomis Sayles must have
determined it to be of comparable quality. Therefore, lower rated fixed
income securities are securities that, at the time a Fund acquires the
security, none of the major rating agencies has rated in one of its top
four rating categories, or unrated securities that Loomis Sayles has
determined to be of comparable quality.

Lower rated fixed income securities are subject to greater
credit risk and market risk than higher quality fixed income
securities. Lower rated fixed income securities are considered
predominantly speculative with respect to the ability of the issuer to
make timely principal and interest payments. Achievement of the
investment objective of a Fund investing in lower rated fixed income
securities may be more dependent on Loomis Sayles' own credit analysis
than is the case with funds that invest in higher quality fixed income
securities, such as the Loomis Sayles Investment Grade Fixed Income
Fund. 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, by changing public
perceptions of this market, or by legislation that limits the ability
of certain categories of financial institutions to invest in these
securities. 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
evaluation and sale of these securities more difficult. Securities in
the lowest rating categories may be in poor standing or in default.
Securities in the lowest investment rating categories (BBB or Baa or
below) have speculative characteristics.

For more information about the ratings services' descriptions of the
various rating categories, see Appendix A. A Fund may continue to hold fixed
income securities that are downgraded in quality subsequent to their purchase
if Loomis Sayles believes it would be advantageous to do so.

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

-21-

<PAGE>

securities fluctuate as interest rates change. Yields on U.S. Government
securities tend to be lower than those on corporate securities of comparable
maturities.

Some U.S. Government securities, such as Government National
Mortgage Association ("GNMA") certificates, are known as "mortgage-backed"
securities. Interest and principal payments on the mortgages underlying
mortgage-backed U.S. Government securities are passed through to the holders
of the security. If a 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
Funds may purchase certificates of accrual or similar instruments ("strips")
evidencing undivided ownership interests in interest payments or principal
payments, or both, in U.S. Government securities. These investment
instruments may be highly volatile.

COMMON STOCKS AND OTHER EQUITY SECURITIES. Common stocks and their
equivalents, together called "equity securities," are generally volatile and
more risky than some other forms of investment. Equity securities of
companies with relatively small market capitalization may be more volatile
than the securities of larger, more established companies and than the broad
equity market indices.

-22-

<PAGE>

maturity. If a Fund purchases mortgage-backed securities at a discount,
faster-than-expected prepayments will increase, and slower-than-expected
prepayments will reduce, yield to maturity. Prepayments, and resulting
amounts available for reinvestment by the Fund, are likely to be greater
during a period of declining interest rates and, as a result, are likely to
be reinvested at lower interest rates. Accelerated prepayments on securities
purchased at a premium may result in a loss of principal if the premium has
not been fully amortized at the time of prepayment. These securities will
decrease in value as a result of increases in interest rates generally, and
they are likely to appreciate less than other fixed-income securities when
interest rates decline because of the risk of prepayments.

COLLATERALIZED MORTGAGE OBLIGATIONS. A collateralized mortgage obligation
(CMO) is a security backed by a portfolio of mortgages or 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 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
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, if a
particular class or series of CMOs held by a Fund is retired early, the Fund
could lose any premium it paid when it acquired the investment, and the Fund
may have to reinvest the proceeds at a lower interest rate than the retired
CMO paid. Because of the early retirement feature, CMOs may be more volatile
than many other fixed-income investments.

-23-

<PAGE>

WHEN-ISSUED SECURITIES. A when-issued security involves a Fund entering into
a commitment to buy a 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 delivered. If the value of the security being purchased
falls between the time a 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 a Fund has outstanding
obligations to buy when-issued securities, it will segregate liquid assets at
its custodian bank in an amount sufficient to satisfy these obligations.

CONVERTIBLE SECURITIES. Convertible securities include corporate bonds,
notes, or preferred stocks of U.S. or foreign issuers that can be converted
into (that is, exchanged for) common stocks or other equity securities at a
stated price or rate. Convertible securities also include other securities,
such as warrants, that provide an opportunity for equity participation.
Because convertible securities can be converted into equity securities, their
value will normally vary in some proportion with those of the underlying
equity securities. Due to the conversion feature, convertible securities
generally yield less than nonconvertible fixed income securities of similar
credit quality and maturity. A Fund's investment in convertible securities
may at times include securities that have a mandatory conversion feature,
pursuant to which the securities convert automatically into common stock at a
specified date and conversion ratio, or that are convertible at the option of
the issuer. When conversion is not at the option of the

-24-

<PAGE>

holder, the Fund may be required to convert the security into the underlying
common stock even at times when the value of the underlying common stock has
declined substantially.

FOREIGN SECURITIES. Securities of issuers organized or headquartered outside
the United States are known as foreign securities. 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 generally not 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. A 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.

-25-

<PAGE>

A 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 a Fund investing in
these securities may be affected by changes in currency exchange rates,
exchange control regulations, or foreign withholding taxes. Changes in the
value relative to the U.S. dollar of a foreign currency in which a Fund's
holdings are denominated will result in a change in the U.S. dollar value of
a Fund's assets and the Fund's income available for distribution.

In addition, although part of a 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 foreign currency required to be converted into U.S. dollars will be
greater than the equivalent amount in foreign currency of the expenses at the
time they were incurred.

In determining whether to invest assets of the Funds in securities
of a particular foreign issuer, Loomis Sayles will consider the likely
effects of foreign taxes on the net yield available to the Fund and its
shareholders. Compliance with foreign tax law may reduce a Fund's net income
available for distribution to shareholders.

-26-

<PAGE>

MANAGEMENT

INVESTMENT ADVISER

The Board of Trustees of Loomis Sayles Investment Trust oversees
each of the Funds and supervises the Funds' investment adviser, Loomis Sayles
& Co., L.P. ("Loomis Sayles"), which is located at One Financial Center,
Boston, Massachusetts 02111.

Loomis Sayles was founded in 1926 and is one of the country's oldest
and largest investment firms. Loomis Sayles is responsible for making
investment decisions for each Fund and for managing each Fund's other affairs
and business, including providing executive and other personnel for the
management of each Fund.

As previously described in the "Expenses of the Funds" section, each
Fund pays Loomis Sayles a monthly investment advisory fee, also known as a
management fee, for these services. During the past fiscal year, the Funds
paid the fees shown in the following table to Loomis Sayles. These fees are
expressed as a percentage of the Fund's average net assets:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
FUND MANAGEMENT FEE
- ----------------------------------------------------------------------------------------
<S> <C>
Loomis Sayles Fixed Income Fund .50%
- ----------------------------------------------------------------------------------------
Loomis Sayles High Yield Fixed Income Fund .60%
- ----------------------------------------------------------------------------------------
Loomis Sayles Intermediate Duration Fixed Income Fund .40%
- ----------------------------------------------------------------------------------------
Loomis Sayles Investment Grade Fixed Income Fund .40%
- ----------------------------------------------------------------------------------------
</TABLE>

Certain expenses incurred by each Fund would have been higher if not
for Loomis Sayles' contractual obligation to limit the Funds' expenses
through February 1, 2001.

PORTFOLIO MANAGERS

The following persons have had primary responsibility for the
day-to-day management of each indicated Fund's portfolio since the date
stated below. Each of these portfolio managers has been employed by Loomis
Sayles for at least five years.

LOOMIS SAYLES FIXED INCOME FUND. Daniel J. Fuss, Vice Chairman of Loomis
Sayles and President of Loomis Sayles Investment Trust, has served as
portfolio manager of the Fund since its inception in 1995.

LOOMIS SAYLES HIGH YIELD FIXED INCOME FUND. Daniel J. Fuss has served as
portfolio manager of the Fund since its inception in 1996.

-27-

<PAGE>

LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND. Anthony J. Wilkins,
Vice President of Loomis Sayles Investment Trust and Executive Vice President
and Director of Loomis Sayles, has served as portfolio manager of the Fund
since its inception in 1998.

LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND. Daniel J. Fuss has served
as portfolio manager of the Fund since its inception in 1994.

-28-

<PAGE>

GENERAL INFORMATION

PRICING

Each Fund values its investments for which market quotations are
readily available at market value. Each Fund values short-term investments
that will mature within 60 days at amortized cost, which approximates market
value. Each Fund values all other investments and assets at fair value.

Each Fund translates prices for its investments quoted in foreign
currencies into U.S. dollars at current exchange rates. As a result, changes
in the value of those currencies in relation to the U.S. dollar may affect a
Fund's NAV. Because foreign markets may be open at different times than the
New York Stock Exchange, the value of a Fund's shares may change on days when
shareholders are not able to buy or sell shares. If events materially
affecting the values of a Fund's foreign investments occur between the close
of foreign markets and the close of regular trading on the New York Stock
Exchange, these foreign investments may be valued at their fair value.

HOW TO PURCHASE SHARES

You can buy shares of each Fund by submitting a completed
application form and payment to State Street Bank and Trust Company at the
following address:

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

For an application form, or if you have questions, you may call
Loomis Sayles at 888-226-9699.

-29-

<PAGE>

All purchases made by check should be in U.S. dollars and made
payable to State Street Bank and Trust Company. The Funds will not accept
checks made payable to anyone other than State Street Bank and Trust Company
(including checks made payable to you) or starter checks. When you make an
investment by check or by periodic account investment, to ensure that your
investment has cleared, you will not be permitted to redeem that investment
until it has been in your account for 15 days.

You also may wire subsequent investments by using the following wire
instructions:

State Street Bank and Trust Company
Boston, MA 02101
ABA No. 011000028
DDA 4133-408-7
Mutual Funds f/b/o Loomis Sayles Investment Trust
(Name of Fund)
(Your Name)
(Your account number)

Your bank may charge a fee for transmitting funds by wire.

A Fund may periodically close to new purchases of shares or refuse any
order to buy shares if the Fund determines that doing so would be in the best
interests of the Fund and its shareholders.

The minimum initial investment for the Loomis Sayles Fixed Income
Fund, the Loomis Sayles High Yield Fixed Income Fund, and the Loomis Sayles
Investment Grade Fixed Income Fund is $3,000,000. The minimum initial
investment for the Loomis Sayles Intermediate Duration Fixed Income Fund is
$2,000,000. Loomis Sayles Investment Trust reserves the right to waive these
minimums in its sole discretion.

-30-

<PAGE>

Each subsequent investment must be at least $50,000.

HOW TO REDEEM SHARES

You can redeem shares of each Fund any day the New York Stock
Exchange is open. If you are redeeming shares that you purchased within the
past 15 days by check, your redemption will be delayed until your payment for
the shares clears.

Your redemptions generally will be sent to you within seven days
after your request is received in good order. Under unusual circumstances,
the Funds may suspend redemptions or postpone payment for more than seven
days. Although most redemptions are made in cash, as described in the
Statement of Additional Information, the Funds reserve the right to redeem
shares in kind.

You may make redemptions from each Fund by sending a written request
that includes the name of the Fund, the exact name(s) in which the shares are
registered, your address, telephone number, account number, social security
number, and the number of shares or dollar amount to be redeemed to State
Street Bank and Trust Company at the following address:

State Street Bank and Trust Company
P.O. Box 1978
Boston, MA 02105
Attention: Loomis Sayles Investment Trust

If you have certificates for the shares you want to sell, you must
include them along with completed stock power forms.

-31-

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

The Loomis Sayles Fixed Income Fund and the Loomis Sayles High Yield
Fixed Income Fund pay any net investment income to shareholders as dividends
annually in December. The Loomis Sayles Intermediate Duration Fixed Income
Fund and the Loomis Sayles Investment Grade Fixed Income Fund pay any net
investment income to shareholders as dividends monthly. The Funds also
distribute all of their net realized capital gains after applying any capital
loss carryovers. Any capital gains distributions normally are made annually
in December, but may be made more frequently as deemed advisable by the
Trustees. The Trustees may change the frequency with which the Fund declares
or pays dividends.

You may choose to:

- - Reinvest all distributions in additional shares.

- - Receive all distributions in cash.

If you do not select an option when you open your account, all
distributions will be reinvested.

TAX CONSEQUENCES

Because the Funds are designed primarily for tax-exempt investors,
such as pension plans, endowments, and foundations, the Funds are not managed
with a view to reducing taxes. For federal income tax purposes, if the
shareholder is subject to tax, distributions of investment income from each
of the Funds are taxable as ordinary income. Taxes on distributions of
capital gains are determined by how long a Fund owned the investments that
generated the capital gains, rather than by how long you have owned your
shares of the Fund. Distributions of short-term capital gains, which result
from the sale of securities that a Fund had held for one year or less, are
taxable as ordinary income. Properly designated distributions of long-term
capital gains, which result from the sale of securities that a Fund had held
for more than one year, are taxable as long-term capital gains (generally at
a 20% federal income tax rate for non-corporate shareholders).

Distributions of income and capital gains are taxable whether you
received them in cash or reinvested them in additional shares. If a dividend
or distribution is made shortly after you purchase shares of a Fund, while in
effect a return of capital to you, the dividend or distribution is taxable,
as described above. This is called "buying a dividend" and should be avoided,
if possible.

-32-

<PAGE>

In addition to income tax on a Fund's distributions, any gain that
results if you sell or exchange your shares generally is subject to income
tax. You should consult your tax adviser for more information on how an
investment in a Fund affects your own tax situation.

-33-

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables below are intended to help you
understand each Fund's financial performance. Certain information reflects
financial results for a single Fund share. The total returns represent the
rate that you would have earned or lost on an investment in each Fund,
assuming reinvestment of all dividends and distributions.

This information has been audited by ___________________. The report
of ________________________ and each Fund's financial statements are included
in the Funds' annual reports to shareholders, which are available free of
charge by calling 888-226-9699.

-34-

<PAGE>

LOOMIS SAYLES FIXED INCOME FUND

Income from investment operations --

Net investment income (loss)

Net realized and unrealized gains
(losses) on securities

Total from investment operations

Less distributions --

Dividends (from net investment
income)

Distributions in excess of net
investment income

Distributions (from capital gains)

Total distributions

Net asset value, end of period

Total return (%)**

Net assets, end of period (000)

Ratio of expenses to average net assets
(%)***

Ratio of net income to average net
assets (%)

Portfolio turnover rate (%)
</TABLE>
* In 1998, the Funds' fiscal year end changed from December 31 to
September 30.
** Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.
*** The adviser has agreed to reimburse a portion of the Fund's expenses
during the period. Without this reimbursement, the Fund's ratio of
operating expenses would have been higher.
+ Periods less than one year are not annualized.
++ Computed on an annualized basis.

-35-

<PAGE>

LOOMIS SAYLES HIGH YIELD FIXED INCOME FUND

<TABLE>
<CAPTION>
Fiscal Year Ended

Sept. 30, 1999 Sept. 30, 1998* Dec. 31, 1997 Dec. 31, 1996
-------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period
Income from investment operations --
Net investment income (loss)
Net realized and unrealized gains
(losses) on securities
Total from investment operations
Less distributions --
Dividends (from net investment
income)
Distributions (from capital gains)
Total distributions
Net asset value, end of period
Total return (%)**
Net assets, end of period (000)
Ratio of expenses to average net
assets (%)***
Ratio of net income to average net
assets (%)
Portfolio turnover rate (%)
</TABLE>

* In 1998, the Funds' fiscal year end changed from December 31 to
September 30.

** Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.

*** The adviser has agreed to reimburse a portion of the Fund's expenses
during the period. Without this reimbursement, the Fund's ratio of
operating expenses would have been higher.

+ Periods less than one year not annualized.

++ Computed on an annualized basis.

-36-

<PAGE>

LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND

<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------
Sept. 30, 1999 Sept. 30, 1998*+++
-------------- -------------------
<S> <C> <C>
Net asset value, beginning of period
Income from investment operations --
Net investment income (loss)***
Net realized and unrealized gains
(losses) on securities
Total from investment operations
Less distributions --
Dividends (from net investment
income)
Distributions in excess of net
investment income
Distributions (from capital gains)
Total distributions
Net asset value, end of period
Total return (%)**
Net assets, end of period (000)
Ratio of expenses to average net assets
(%)***
Ratio of net income to average net
assets (%)
Portfolio turnover rate (%)
</TABLE>

* In 1998, the Funds' fiscal year end changed from December 31 to
September 30.

** Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.

*** The adviser has agreed to reimburse a portion of the Fund's expenses
during the period. Without this reimbursement, the Fund's ratio of
operating expenses would have been higher.

+ Periods less than one year not annualized.

++ Computed on an annualized basis.

+++ The Fund commenced operations on January 28, 1998.

-37-

<PAGE>

LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND

<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------
Sept. 30, 1999 Sept. 30, 1998* Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995
-------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period
Income from investment operations --
Net investment income (loss)
Net realized and unrealized gains
(losses) on securities
Total from investment operations
Less distributions --
Dividends (from net investment
income)
Distributions in excess of net
investment income
Distributions (from capital gains)
Total distributions
Net asset value, end of period
Total return (%)**
Net assets, end of period (000)
Ratio of expenses to average net
assets (%)***
Ratio of net income to average net
assets (%)
Portfolio turnover rate (%)
</TABLE>

* In 1998, the Funds' fiscal year end changed from December 31 to
September 30.

** Total returns would have been lower had the adviser not reduced its
advisory fees and/or borne other operating expenses.

*** The adviser has agreed to reimburse a portion of the Fund's
expenses during the period. Without this reimbursement, the
Fund's ratio of operating expenses would have been higher.

+ Periods less than one year are not annualized.

++ Computed on an annualized basis.

-38-

<PAGE>

APPENDIX A

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

STANDARD & POOR'S

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 than obligations in higher rated
categories.

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 predominantly
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.

-39-

<PAGE>

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.

This symbol is attached to the ratings of instruments with significant
noncredit risks such as risks to principal or volatility of expected returns.

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.

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 may be 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

-40-

<PAGE>

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.

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:

-41-

<PAGE>

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 a 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 designated by the
symbols Aa1, A1, Baa1, Ba1 and B1.

-42-

<PAGE>

[back cover page]

FOR MORE INFORMATION ABOUT THE FUNDS:

In the Funds' annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected the Funds'
performance during the last fiscal year.

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
888-226-9699
www.loomissayles.com

File No. 811-8282

-43-

<PAGE>

[LOGO]

STATEMENT OF ADDITIONAL
INFORMATION

This Statement of Additional Information is not a Prospectus. This
Statement of Additional Information relates to the Prospectus or Prospectuses
of each series ("Fund") of Loomis Sayles Investment Trust dated January __,
2000, as revised from time to time. Each reference to the Prospectus in this
Statement of Additional Information shall include all of the Funds' current
Prospectuses, unless otherwise noted. This Statement of Additional
Information should be read in conjunction with the applicable Prospectus. A
copy of each Prospectus may be obtained from Loomis Sayles Investment Trust,
One Financial Center, Boston, Massachusetts 02111.

LOOMIS SAYLES INVESTMENT TRUST
Loomis Sayles California Tax-Free Income Fund
Loomis Sayles Core Fixed Income Fund
Loomis Sayles Fixed Income Fund
Loomis Sayles High Yield Fixed Income Fund
Loomis Sayles Intermediate Duration Fixed Income Fund
Loomis Sayles Investment Grade Fixed Income Fund
Loomis Sayles Provident Fund
Loomis Sayles Small Company Growth Fund
Loomis Sayles Small Company Value Fund

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
THE TRUST....................................................................1

INVESTMENT STRATEGIES AND RISKS..............................................1
Investment Restrictions.............................................1
Investment Strategies...............................................3
U.S. Government securities .........................................3
When-Issued Securities..............................................4
Convertible Securities..............................................5
Zero Coupon Bonds...................................................5
Repurchase Agreements...............................................5
Real Estate Investment Trusts.......................................5
Rule 144A Securities................................................6
Foreign Currency Transactions.......................................6
Options ...........................................................7
Small Companies.....................................................8

MANAGEMENT OF THE TRUST.....................................................11

INVESTMENT ADVISORY AND OTHER SERVICES......................................15

PORTFOLIO TRANSACTIONS AND BROKERAGE........................................18

DESCRIPTION OF THE TRUST....................................................21
Voting Rights......................................................21
Shareholder and Trustee Liability .................................22
How to Buy Shares .................................................23
Net Asset Value ...................................................23

SHAREHOLDER SERVICES .......................................................23
Open Accounts .....................................................23
Redemptions .......................................................24

INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS ................24

FINANCIAL STATEMENTS .......................................................27

CALCULATION OF YIELD AND TOTAL RETURN ......................................27

PERFORMANCE COMPARISONS ....................................................28

PERFORMANCE DATA............................................................32

APPENDIX A

PUBLICATIONS THAT MAY CONTAIN FUND INFORMATION ....................34
</TABLE>

<PAGE>

<TABLE>
<S> <C>
APPENDIX B

ADVERTISING AND PROMOTIONAL LITERATURE ............................38
</TABLE>

<PAGE>

THE TRUST

Loomis Sayles Investment Trust (the "Trust") is a diversified,
registered, open-end management investment company. The Trust includes nine
series (collectively, the "Funds," with each series being known as a "Fund").
The Trust was organized as a Massachusetts business trust on December 23,
1993.

Shares of the Funds are freely transferable and entitle shareholders
to receive dividends as determined by the Trust's board of trustees and to
cast a vote for each share held at shareholder meetings. The Trust generally
does not hold shareholder meetings and expects to do so only when required by
law. Shareholders may call meetings to consider removal of the Trust's
trustees.

INVESTMENT STRATEGIES AND RISKS

The investment objective and principal investment strategies of each
Fund are described in the Prospectus. The investment policies of each Fund
set forth in the Prospectus and in this Statement of Additional Information
may be changed by the Trust's board of trustees without shareholder approval,
except that the investment objective of each Fund as set forth in the
Prospectus and any policy explicitly identified as "fundamental" may not be
changed without the approval of the holders of a majority of the outstanding
shares of the relevant Fund (which in the Prospectus and this Statement of
Additional Information means the lesser of (i) 67% of the shares of that Fund
present at a meeting at which more than 50% of the outstanding shares are
present or represented by proxy or (ii) more than 50% of the outstanding
shares). Except in the case of the 15% limitation on illiquid securities, the
percentage limitations set forth below and in the Prospectus will apply at
the time a security is purchased and will not be considered violated unless
an excess or deficiency occurs or exists immediately after and as a result of
such purchase.

INVESTMENT RESTRICTIONS

In addition to its investment objective and policies set forth in
the Prospectus, the following investment restrictions are policies of each
Fund (and those marked with an asterisk are fundamental policies of each
Fund):

Each Fund will not:

*(1) Act as underwriter, except to the extent that, in connection
with the disposition of portfolio securities, it may be deemed to be an
underwriter under certain federal securities laws.

*(2) Invest in oil, gas or other mineral leases, rights or royalty
contracts or in real estate, commodities or commodity contracts. (This
restriction does not prevent any Fund from engaging in transactions in
futures contracts relating to securities indices, interest rates, or
financial instruments or options, or from investing in issuers that invest or
deal in the foregoing types of assets or from purchasing securities that are
secured by real estate.)

*(3) Make loans, except to the extent permitted under the Investment
Company Act of 1940, as amended (the "1940 Act"). (For purposes of this
investment restriction, neither (i) entering into repurchase agreements nor
(ii) purchasing bonds, debentures, commercial paper, corporate notes and
similar evidences of indebtedness, which are a part of an issue to the
public, is considered the making of a loan.)

*(4) Change its classification pursuant to Section 5(b) of the 1940
Act from a "diversified" to "non-diversified" management investment company.

<PAGE>

*(5) Purchase any security (other than U.S. Government securities)
if, as a result, more than 25% of the Fund's assets (taken at current value)
would be invested in any one industry (in the utilities category, gas,
electric, water and telephone companies will be considered as being in
separate industries).

*(6) Borrow money in excess of 10% of its assets (taken at cost) or
5% of its assets (taken at current value), whichever is lower, nor borrow any
money except as a temporary measure for extraordinary or emergency purposes;
however, the Funds' use of reverse repurchase agreements and "dollar roll"
arrangements shall not constitute borrowing by the Fund for purposes of this
restriction.

(7) Purchase any illiquid security, including any 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 securities.

*(8) Issue senior securities other than any borrowing permitted by
restriction (6) above. (For the purposes of this restriction, none of the
following is deemed to be a senior security: any pledge, mortgage,
hypothecation or other encumbrance of assets; any collateral arrangements
with respect to options, futures contracts and options on futures contracts
and with respect to initial and variation margin; and the purchase or sale of
or entry into options, forward contracts, futures contracts, options on
futures contracts, swap contracts, or any other derivative investments to the
extent that Loomis Sayles determines that the Fund is not required to treat
such investments as senior securities pursuant to the pronouncements of the
Securities and Exchange Commission (the "SEC") or its staff.)

(9) The Funds have other non-fundamental investment parameters, as
listed below.

LOOMIS SAYLES CALIFORNIA TAX-FREE INCOME FUND

The Fund normally will invest at least 80% of its
assets in issues rated A or better by Standard & Poor's or
Moody's Investors Service, Inc. At the time of purchase, all
issues will be rated at least BBB by Standard & Poor's or Baa
by Moody's Investors Service, Inc., or, if unrated, be
determined by Loomis Sayles to of equivalent credit quality.

LOOMIS SAYLES CORE FIXED INCOME FUND

The Fund normally will invest at least 65% of its
assets in fixed income securities.

LOOMIS SAYLES FIXED INCOME FUND

The Fund normally will invest at least 65% of its
assets in fixed income securities.

LOOMIS SAYLES HIGH YIELD FIXED INCOME FUND

The Fund normally will invest at least 65% of its
assets in lower rated fixed income securities ("junk bonds").

LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND

The Fund normally will invest at least 65% of its
assets in fixed income securities that have a weighted average
duration of two to five years.

<PAGE>

LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND

The Fund normally will invest at least 90% of its
assets in investment grade fixed income securities.

LOOMIS SAYLES PROVIDENT FUND

The Fund normally will invest at least 65% of its
assets in common stocks and other equity securities.

LOOMIS SAYLES SMALL COMPANY GROWTH FUND

The Fund normally will invest at least 65% of its
assets in equity securities of companies with market
capitalizations that fall within the capitalization range of
the Russell 2000 Index and may invest up to 35% of its assets
in larger companies.

LOOMIS SAYLES SMALL COMPANY VALUE FUND

The Funds intend, based on the views of the staff of the SEC, to
restrict their investments, if any, in repurchase agreements maturing in more
than seven days, together with other investments in illiquid securities, to
the percentage permitted by restriction (7) above.

Although authorized to invest in restricted securities, the Funds,
as a matter of non-fundamental operating policy, currently do not intend to
invest in such securities, except Rule 144A securities.

INVESTMENT STRATEGIES

Except to the extent prohibited by a Fund's investment policies as
set forth in the Prospectus or in this Statement of Additional Information,
the investment strategies used by Loomis Sayles in managing each of the Funds
may include investments in the types of securities described below.

U.S. GOVERNMENT SECURITIES

U.S. Government securities include direct obligations of the U.S.
Treasury, as well as securities issued or guaranteed by U.S. Government
agencies, authorities and instrumentalities, including, among others, the
Government National Mortgage Association, the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association, the Federal Housing
Administration, the Resolution Funding Corporation, the Federal Farm Credit
Banks, the Federal Home Loan Bank, the Tennessee Valley Authority, the
Student Loan Marketing Association and the Small Business Administration.
More detailed information about some of these categories of U.S. Government
securities follows.

U.S. Treasury Bills--Direct obligations of the U.S. Treasury which
are issued in maturities of one year or less. No interest is paid on
Treasury bills; instead, they are issued at a discount and repaid at full
face value when they mature. They are backed by the full faith and credit of
the U.S. Government.

<PAGE>

U.S. Treasury Notes and Bonds--Direct obligations of the U.S.
Treasury issued in maturities that vary between one and forty years, with
interest normally payable every six months. They are backed by the full
faith and credit of the U.S. Government.

"Ginnie Maes"--Debt securities issued by a mortgage banker or other
mortgagee which represent an interest in a pool of mortgages insured by the
Federal Housing Administration or the Farmer's Home Administration or
guaranteed by the Veterans Administration. The Government National Mortgage
Association ("GNMA") guarantees the timely payment of principal and interest
when such payments are due, whether or not these amounts are collected by the
issuer of these certificates on the underlying mortgages. An assistant
attorney general of the United States has rendered an opinion that the
guarantee by GNMA is a general obligation of the United States backed by its
full faith and credit. Mortgages included in single family or multi-family
residential mortgage pools backing an issue of Ginnie Maes have a maximum
maturity of up to 30 years. Scheduled payments of principal and interest are
made to the registered holders of Ginnie Maes (such as the Fund) each month.
Unscheduled prepayments may be made by homeowners, or as a result of a
default. Prepayments are passed through to the registered holder of Ginnie
Maes along with regular monthly payments of principal and interest.

"Fannie Maes"--The Federal National Mortgage Association ("Fannie
Mae") is a government-sponsored corporation owned entirely by private
stockholders that purchases residential mortgages from a list of approved
seller/servicers. Fannie Maes are pass-through securities issued by Fannie
Mae that are guaranteed as to timely payment of principal and interest by
Fannie Mae but are not backed by the full faith and credit of the U.S.
Government.

"Freddie Macs"--The Federal Home Loan Mortgage Corporation ("FHLMC")
is a corporate instrumentality of the U.S. Government. Freddie Macs are
participation certificates issued by FHLMC that represent an interest in
residential mortgages from FHLMC's national portfolio. FHLMC guarantees the
timely payment of interest and ultimate collection of principal, but Freddie
Macs are not backed by the full faith and credit of the U.S. Government.

As described in the Prospectus, the yields available from U.S.
Government securities are generally lower than the yields available from
corporate fixed-income securities. Like other fixed-income securities, however,
the values of U.S. Government securities change as interest rates fluctuate.
Fluctuations in the value of portfolio securities will not affect interest
income on existing portfolio securities but will be reflected in the Fund's net
asset value.

WHEN-ISSUED SECURITIES

When-issued securities are agreements with banks or broker-dealers
for the purchase or sale of securities at an agreed-upon price on a specified
future date. Such agreements might be entered into, for example, when a Fund
that invests in fixed income securities anticipates a decline in interest
rates and is able to obtain a more advantageous yield by committing currently
to purchase securities to be issued later. When a Fund purchases securities
on a when-issued or delayed-delivery basis, it is required to create a
segregated account with the Trust's custodian and to maintain in that account
liquid assets in an amount equal to or greater than, on a daily basis, the
amount of the Fund's when-issued or delayed-delivery commitments. Each Fund
will make commitments to purchase on a when-issued or delayed-delivery basis
only securities meeting that Fund's investment criteria. The Fund may take
delivery of these securities or, if it is deemed advisable as a matter of
investment strategy, the Fund may sell these securities before the settlement
date. When the time comes to pay for when-issued or delayed-delivery
securities, the Fund will meet its obligations from then available cash flow
or the sale of securities, or from the sale of the when-issued or
delayed-delivery securities themselves (which may have a value greater or
less than the Fund's payment obligation).

<PAGE>

CONVERTIBLE SECURITIES

Convertible securities include corporate bonds, notes or preferred
stocks of U.S. or foreign issuers that can be converted into (that is,
exchanged for) common stocks or other equity securities. Convertible
securities also include other securities, such as warrants, that provide an
opportunity for equity participation. Because convertible securities can be
converted into equity securities, their values will normally vary in some
proportion with those of the underlying equity securities.

ZERO COUPON BONDS

Zero coupon bonds are debt obligations that do not entitle the
holder to any periodic payments of interest either for the entire life of the
obligation or for an initial period after the issuance of the obligations.
Such bonds are issued and traded at a discount from their face amounts. The
amount of the discount varies depending on such factors as the time remaining
until maturity of the bonds, prevailing interest rates, the liquidity of the
security and the perceived credit quality of the issuer. The market prices of
zero coupon bonds generally are more volatile than the market prices of
securities that pay interest periodically and are likely to respond to
changes in interest rates to a greater degree than non-zero coupon bonds
having similar maturities and credit quality. In order to satisfy a
requirement for qualification as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"), each Fund must
distribute each year at least 90% of its net investment income, including the
original issue discount accrued on zero coupon bonds. Because a Fund
investing in zero coupon bonds will not on a current basis receive cash
payments from the issuer in respect of accrued original issue discount, the
Fund may have to distribute cash obtained from other sources in order to
satisfy the 90% distribution requirement under the Code. Such cash might be
obtained from selling other portfolio holdings of the Fund. In some
circumstances, such sales might be necessary in order to satisfy cash
distribution requirements even though investment considerations might
otherwise make it undesirable for the Fund to sell such securities at such
time.

REPURCHASE AGREEMENTS

Under a repurchase agreement, a Fund purchases a security and
obtains a simultaneous commitment from the seller (a bank or, to the extent
permitted by the 1940 Act, a recognized securities dealer) to repurchase the
security at an agreed upon price and date (usually seven days or less from
the date of original purchase). The resale price is in excess of the purchase
price and reflects an agreed upon market rate unrelated to the coupon rate on
the purchased security. Such transactions afford the Fund the opportunity to
earn a return on temporarily available cash at minimal market risk. While the
underlying security may be a bill, certificate of indebtedness, note or bond
issued by an agency, authority or instrumentality of the U.S. Government, the
obligation of the seller is not guaranteed by the U.S. Government and there
is a risk that the seller may fail to repurchase the underlying security. In
such event, the Fund would attempt to exercise rights with respect to the
underlying security, including possible disposition in the market. However,
the Fund may be subject to various delays and risks of loss, including (a)
possible declines in the value of the underlying security during the period
while the Fund seeks to enforce its rights thereto, (b) possible reduced
levels of income and lack of income during this period and (c) inability to
enforce rights and the expenses involved in attempted enforcement.

REAL ESTATE INVESTMENT TRUSTS

REITs involve certain unique risks in addition to those risks
associated with investing in the real estate industry in general (such as
possible declines in the value of real estate, lack of availability of
mortgage funds or extended vacancies of property). Equity REITs may be
affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified,
and are subject to heavy cash flow dependency, risks of default by borrowers
and self-liquidation. REITs are also subject to the possibilities of failing
to qualify

<PAGE>

for tax-free pass-through of income under the Code, and failing to maintain
their exemptions from registration under the 1940 Act.

Investment in REITs involves risk similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be
subject to more abrupt or erratic price movements than larger securities.

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 Trust's trustees, that the particular issue of
Rule 144A securities is liquid. Under the guidelines, Loomis Sayles considers
such factors as: (1) the frequency of trades and quotes for a security; (2)
the number of dealers willing to purchase or sell the security and the number
of other potential purchasers; (3) dealer undertakings to make a market in
the security; and (4) the nature of the security and the nature of the
marketplace trades in the security.

FOREIGN CURRENCY TRANSACTIONS

Since investment in securities of foreign issuers will usually
involve currencies of foreign countries, and since a Fund may temporarily
hold funds in bank deposits in foreign currencies during the course of
investment programs, the value of the assets of a Fund as measured in U.S.
dollars may be affected by changes in currency exchange rates and exchange
control regulations, and a Fund may incur costs in connection with conversion
between various currencies.

A Fund may enter into forward contracts under two circumstances.
First, when a Fund enters into a contract for the purchase or sale of a
security denominated or traded in a market in which settlement is made in a
foreign currency, it may desire to "lock in" the U.S. dollar price of the
security. By entering into a forward contract for the purchase or sale, for a
fixed amount of dollars, of the amount of foreign currency involved in the
underlying transactions, the Fund will be able to protect itself against a
possible loss resulting from an adverse change in the relationship between
the U.S. dollar and the subject foreign currency during the period between
the date on which the investment is purchased or sold and the date on which
payment is made or received.

Second, when Loomis Sayles believes that the currency of a
particular country may suffer a substantial decline against another currency,
it may enter into a forward contract to sell, for a fixed amount of another
currency, the amount of the first currency approximating the value of some or
all of the Fund's portfolio investments denominated in the first currency.
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible since the future value of
such securities in a currency will change as a consequence of market
movements in the value of those investments between the date the forward
contract is entered into and the date it matures.

The Funds generally will not enter into forward contracts with a
term of greater than one year.

Options on foreign currencies are similar to forward contracts,
except that one party to the option (the holder) is not contractually bound
to buy or sell the specified currency. Instead, the holder has discretion
whether to "exercise" the option and thereby require the other party to buy
or sell the currency on the terms specified in the option. Options
transactions involve transaction costs and, like forward contract
transactions, involve the risk that the other party may default on its
obligations (if the options are not traded on an established exchange) and
the risk that expected movements in the relative value of currencies may not
occur, resulting in an imperfect hedge or a loss to the Fund.

<PAGE>

Each Fund, in conjunction with its transactions in forward
contracts, options and futures, will maintain in a segregated account with
its custodian liquid assets with a value, marked to market on a daily basis,
sufficient to satisfy the Fund's outstanding obligations under such
contracts, options and futures.

OPTIONS

An option entitles the holder to receive (in the case of a call
option) or to sell (in the case of a put option) a particular security at a
specified exercise price. An "American style" option allows exercise of the
option at any time during the term of the option. A "European style" option
allows an option to be exercised only at the end of its term. Options may be
traded on or off an established securities exchange.

If the holder of an option wishes to terminate its position, it may
seek to effect a closing sale transaction by selling an option identical to
the option previously purchased. The effect of the purchase is that the
previous option position will be canceled. A Fund will realize a profit from
closing out an option if the price received for selling the offsetting
position is more than the premium paid to purchase the option; the Fund will
realize a loss from closing out an option transaction if the price received
for selling the offsetting option is less than the premium paid to purchase
the option.

The use of options involves risks. One risk arises because of the
imperfect correlation between movements in the price of options and movements
in the price of the securities that are the subject of the hedge. The Fund's
hedging strategies will not be fully effective if such imperfect correlation
occurs.

Price movement correlation may be distorted by illiquidity in the
options markets and the participation of speculators in such markets. If an
insufficient number of contracts are traded, commercial users may not deal in
options because they do not want to assume the risk that they may not be able
to close out their positions within a reasonable amount of time. In such
instances, options market prices may be driven by different forces than those
driving the market in the underlying securities, and price spreads between
these markets may widen. The participation of speculators in the market
enhances its liquidity. Nonetheless, the trading activities of speculators in
the options markets may create temporary price distortions unrelated to the
market in the underlying securities.

An exchange-traded option may be closed out only on an exchange
which generally provides a liquid secondary market for an option of the same
series. If a liquid secondary market for an exchange-traded option does not
exist, it might not be possible to effect a closing transaction with respect
to a particular option, with the result that the Fund would have to exercise
the option in order to accomplish the desired hedge. Reasons for the absence
of a liquid secondary market on an exchange include the following: (i) there
may be insufficient trading interest in certain options; (ii) restrictions
may be imposed by an exchange on opening transactions or closing transactions
or both; (iii) trading halts, suspensions or other restrictions may be
imposed with respect to particular classes or series of options or underlying
securities; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or the Options
Clearing Corporation or other clearing organization may not at all times be
adequate to handle current trading volume; or (vi) one or more exchanges
could, for economic or other reasons, decide or be compelled at some future
date to discontinue the trading of options (or a particular class or series
of options), in which event the secondary market on that exchange (or in that
class or series of options) would cease to exist, although outstanding
options on that exchange that had been issued by the Options Clearing
Corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms.

The successful use of options depends in part on the ability of
Loomis Sayles to forecast correctly the direction and extent of interest
rate, stock price or currency value movements within a given time frame. To
the extent interest rates, stock prices or currency values move in a
direction opposite to that anticipated, the Fund may realize a loss on the
hedging transaction that is not fully or partially offset by an increase in
the value of portfolio

<PAGE>

securities. In addition, whether or not interest rates or the relevant stock
price or relevant currency values move during the period that the Fund holds
options positions, the Fund will pay the cost of taking those positions
(i.e., brokerage costs). As a result of these factors, the Fund's total
return for such period may be less than if it had not engaged in the hedging
transaction.

An over-the-counter option (an option not traded on an established
exchange) may be closed out only with the other party to the original option
transaction. While the Fund will seek to enter into over-the-counter options
only with dealers who agree to or are expected to be capable of entering into
closing transactions with the Fund, there can be no assurance that the Fund
will be able to liquidate an over-the-counter option at a favorable price at
any time prior to its expiration. Accordingly, the Fund might have to
exercise an over-the-counter option it holds in order to achieve the intended
hedge. Over-the-counter options are not subject to the protections afforded
purchasers of listed options by the Options Clearing Corporation or other
clearing organization.

The staff of the SEC has taken the position that over-the-counter
options should be treated as illiquid securities for purposes of each Fund's
investment restriction prohibiting it from investing more than 15% of its net
assets in illiquid securities. The Funds intend to comply with this position.

Income earned by a Fund from its hedging activities will be treated
as capital gain and, if not offset by net recognized capital losses incurred
by the Fund, will be distributed to shareholders in taxable distributions.
Although gain from options transactions may hedge against a decline in the
value of a Fund's portfolio securities, that gain, to the extent not offset
by losses, will be distributed in light of certain tax considerations and
will constitute a distribution of that portion of the value preserved against
decline.

SMALL COMPANIES

Investments in companies with relatively small capitalization may
involve greater risk than is usually associated with more established
companies. These companies often have limited product lines, markets or
financial resources and they may be dependent upon a relatively small
management group. Their securities may have limited marketability and may be
subject to more abrupt or erratic movements in price than securities of
companies with larger capitalization or market averages in general. The net
asset values of funds that invest in companies with smaller capitalization
therefore may fluctuate more widely than market averages.

CALIFORNIA TAX-EXEMPT SECURITIES

The Loomis Sayles California Tax-Free Income Fund typically invests
a substantial portion of its assets in California tax-exempt securities. In
addition to general economic pressures, certain California constitutional
amendments, legislative measures, executive orders, administrative
regulations and voter initiatives could adversely affect the State of
California's ability, and the ability of local governments (such as counties
and cities) within California, to raise revenues to meet their financial
obligations. The following information is only a brief summary, is not a
complete description and is based on information drawn from official
statements relating to securities offerings of the State of California that
have come to the attention of the Trust and were available before the date of
this Statement of Additional Information. The Trust has not independently
verified the accuracy and completeness of the information contained in those
statements and prospectuses.

As used below, "California Tax-Exempt Securities" includes issues
secured by a direct payment obligation of the State and obligations of other
issuers that rely in whole or in part on State revenues to pay their
obligations, the interest on which, in the opinion of issuer's counsel at the
time of issuance, is exempt from federal income tax and California personal
income tax. Property tax revenues and part of the State's General Fund
surplus are distributed to counties, cities and their various taxing
entities; whether and to what extent a portion of the State's General Fund
will be so distributed in the future is unclear.

<PAGE>

OVERVIEW. After suffering through a severe recession, since the
start of 1994 California's economy has been on a steady recovery. Employment
has grown by more than 1,000,000 since 1994.

The recession seriously affected State tax revenues and caused an
increase in expenditures for health and welfare programs. As a result, from
the late 1980s until 1992-93, the State experienced recurring budget
deficits. During this period, expenditures exceeded revenues in four out of
six years, and the State accumulated a budget deficit of about $2.8 billion
at its peak at June 30, 1993. A further consequence of the large budget
imbalances was to significantly reduce the State's available cash resources
and require it to use a series of external borrowings to meet its cash needs.
The State's cash position also improved, and no external borrowings occurred
over the end of the last four fiscal years. In May 1999, the State Department
of Finance projected a balance in the budget reserve at June 30, 1999 of
about $1.9 billion. The final 1999-2000 Budget Act estimated that the budget
reserve would have a balance of about $880 million on June 30, 2000, which
amount does not include an additional $300 million that has been set aside to
provide for employee salary increases and litigation reserves. Although the
State's strong economy is producing record revenues to the State government,
the State's budget continues to be under stress from mandated spending on
education, a rising prison population, and social needs of a growing
population with many immigrants. These factors that limit State spending
growth also put pressure on local governments. There can be no assurances
that, if economic conditions weaken or other conditions intercede, the State
will not experience budget deficits in the future. Due to the improved
California economy, however, the State's finances have also improved.

The ratings on the State's long-term general obligation bonds were
reduced from the "AAA" ratings which existed before the recession. Beginning
in 1996, the three major rating agencies raised their ratings of the State's
general obligation bonds, which as of October 1999 were assigned ratings of
"AA-" by Standard & Poor's Ratings Group, "Aa3" by Moody's Investors
Services, Inc., and "AA-" by Fitch IBCA, Inc.

STATE APPROPRIATIONS LIMIT. Subject to certain exceptions, the State
is subject to an annual appropriations limit imposed by its Constitution on
"proceeds of taxes." Various expenditures, including but not limited to debt
service on certain bonds and appropriations for qualified capital outlay
projects, are not included in the appropriations limit.

ISSUES AFFECTING LOCAL GOVERNMENTS AND SPECIAL DISTRICTS

PROPOSITION 13. Certain California Tax-Exempt Securities may be
obligations of issuers that rely in whole or in part on ad valorem real
property taxes for revenue. In 1978, California voters approved Proposition
13, which limits ad valorem real property taxes and restricts the ability of
taxing entities to increase property tax and other revenues. With certain
exceptions, the maximum ad valorem real property tax is limited to 1% of the
value of real property. The value of real property may be adjusted annually
for inflation at a rate not exceeding 2% per year, or reduced to reflect
declining value, and may also be adjusted when there is a change in ownership
or new construction with respect to the property. Constitutional challenges
to Proposition 13 to date have been unsuccessful.

The State, in response to the significant reduction in local
property tax revenues as a result of the passage of Proposition 13, enacted
legislation to provide local government with increased expenditures from the
General Fund. This post-Proposition 13 fiscal relief has ended.

PROPOSITION 62. This initiative placed further restrictions on the
ability of local governments to raise taxes and allocate approved tax
revenues. Although some of the California Courts of Appeal held that parts of
Proposition 62 were unconstitutional, the California Supreme Court has upheld
Proposition 62's requirement that special taxes be approved by a two-thirds
vote of the voters voting in an election on the issue. This decision may

<PAGE>

invalidate other taxes that have been imposed by local governments in
California and make it more difficult for local governments to raise taxes.

PROPOSITION 218. This initiative places additional and substantial
limitations on the ability of California local governments to impose or raise
various taxes, assessments, charges and fees by requiring voter approval of
such items. In addition, Proposition 218 clarified the right of local voters
to reduce taxes, fees, assessments or charges. Proposition 218 does not
affect the State's ability to levy or collect taxes.

PROPOSITIONS 98 AND 111. These initiatives changed the State
appropriations limit and State funding of public education below the
university level by guaranteeing K-14 schools a minimum share of General Fund
revenues. The initiatives also require that the State establish a prudent
reserve fund for public education.

APPROPRIATIONS LIMIT. Local governmental entities are also subject
to annual appropriations limits. If a local government's revenues in any year
exceed the limit, the excess must be returned to the public through a
revision of tax rates or fee schedules over the following two years.

CONCLUSION. The effect of these Constitutional and statutory changes
and of budget developments on the ability of California issuers to pay
interest and principal on their obligations remains unclear, and may depend
upon whether a particular bond is a general obligation or limited obligation
bond (limited obligation bonds being generally less affected). There is no
assurance that any California issuer will make full or timely payments of
principal or interest or remain solvent. For example, in December 1994,
Orange County filed for bankruptcy.

ADDITIONAL ISSUES.

MORTGAGES AND DEEDS OF TRUST. The Fund may invest in issues that are
secured in whole or in part by mortgages or deeds of trust on real property.
California law limits the remedies of a creditor secured by a mortgage or a
deed of trust, which may result in delays in the flow of revenues to, and
debt service paid by, an issuer.

LEASE FINANCINGS. Some local governments and districts finance
certain activities through lease arrangements. It is uncertain whether such
lease financings are debt that requires voter approval. In August 1998, the
California Supreme Court issued a ruling that upheld the legality of these
financing methods.

SEISMIC RISK. It is impossible to predict the time, location or
magnitude of a major earthquake or its effect on the California economy. In
January 1994 a major earthquake struck Los Angeles, causing significant
damage to structures and facilities in a four-county area. The possibility
exists that another such earthquake could create a major dislocation of the
California economy.

<PAGE>

MANAGEMENT OF THE TRUST

The trustees of the Trust supervise the affairs of the Trust and
have the other responsibilities assigned to them by the laws of the
Commonwealth of Massachusetts. The trustees and officers of the Trust, their
ages, and their principal occupations during the past five years are as
follows:

CHARLES J. FINLAYSON (59)--Trustee. 66 Till Rock Lane, Norwell,
Massachusetts. Retired; formerly, Vice President, General Counsel, Secretary
and Director of Loomis Sayles and Vice President and General Counsel of the
Trust.

TIMOTHY J. HUNT (67)--Trustee. 26 Dennett Road, Marblehead,
Massachusetts. Trustee of Loomis Sayles & Company Pension and Profit Sharing
Plan; formerly, Vice President and Director of Fixed Income Research for
Loomis Sayles.

DANIEL J. FUSS (65)--President. Vice Chairman and Director, Loomis
Sayles.

ROBERT J. BLANDING (51)--Executive Vice President. 465 First Street
West, Sonoma, California. President, Chairman, Director and Chief Executive
Officer, Loomis Sayles.

MARK W. HOLLAND (49)--Treasurer. Vice President, Finance and
Administration and Director of Loomis Sayles.

PHILIP R. MURRAY ( )--Assistant Treasurer. Vice President and
Treasurer, Loomis Sayles.

NICHOLAS H. PALMERINO ( )--Assistant Treasurer. Vice President,
Loomis Sayles.

SHEILA M. BARRY (54)--Secretary and Compliance Officer. Assistant
General Counsel and Vice President, Loomis Sayles. Formerly, Senior Counsel
and Vice President, New England Funds, L.P.

BONNIE S. THOMPSON ( )--Assistant Secretary. Senior Blue Sky
Paralegal, Loomis Sayles.

WILLIAM F. CAMP ( )--Vice President. 1533 N. Woodward, Bloomfield
Hills, Michigan. Vice President, Loomis Sayles.

MARY C. CHAMPAGNE ( )--Vice President. 1533 N. Woodward, Bloomfield
Hills, Michigan. Vice President, Loomis Sayles.

CHRISTOPHER R. ELY ( )--Vice President. Vice President, Loomis
Sayles; formerly Senior Vice President and portfolio manager, Keystone
Investment Management Company, Inc.

QUENTIN P. FAULKNER (61)--Vice President. Vice President, Loomis
Sayles.

PHILIP C. FINE ( )--Vice President. Vice President, Loomis Sayles;
formerly Vice President and portfolio manager, Keystone Investment Management
Company, Inc.

KATHLEEN C. GAFFNEY (37)--Vice President. Vice President, Loomis
Sayles.

JEFFREY L. MEADE (48)--Vice President. Executive Vice President,
Chief Operating Officer and Director, Loomis Sayles.

<PAGE>

MICHAEL J. MILLHOUSE ( )--Vice President. 227 W. Monroe Street,
Chicago, Illinois. Vice President, Loomis Sayles.

KENT P. NEWMARK (60)--Vice President. 555 California Street, San
Francisco, California. Vice President, Managing Partner and Director, Loomis
Sayles.

ROBERT K. PAYNE ( )--Vice President. 555 California Street, San
Francisco, California. Vice President, Loomis Sayles.

JEFFREY C. PETHERICK ( )--Vice President. 1533 N. Woodward,
Bloomfield Hills, Michigan. Vice President, Loomis Sayles.

DAVID L. SMITH ( )--Vice President. Vice President, Loomis Sayles;
formerly Vice President and portfolio manager, Keystone Investment Management
Company, Inc.

FREDERICK E. SWEENEY, JR. ( )--Vice President. Vice President,
Loomis Sayles.

ANTHONY J. WILKINS (56)--Vice President. Vice President and
Director, Loomis Sayles.

Previous positions during the past five years with Loomis Sayles are
omitted if not materially different.

Except as indicated above, the address of each trustee and officer
of the Trust affiliated with Loomis Sayles is One Financial Center, Boston,
Massachusetts. The Trust pays no compensation to its officers or to the
trustees listed above who are directors, officers or employees of Loomis
Sayles. Each trustee who is not a director, officer or employee of Loomis
Sayles is compensated at the rate of $10,000 per annum.

COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
--- --- --- --- ---
TOTAL
PENSION OR COMPENSATION
RETIREMENT ESTIMATED FROM TRUST AND
AGGREGATE BENEFITS ANNUAL FUND COMPLEX*
NAME OF PERSON, COMPENSATION ACCRUED AS PART OF BENEFITS UPON PAID TO
POSITION FROM TRUST FUND EXPENSES RETIREMENT TRUSTEE
--------------- ------------ ------------------ ------------- --------------
<S> <C> <C> <C> <C>
Charles J. Finlayson, Trustee $10,000 N/A N/A $10,000

Timothy J. Hunt, Trustee $10,000 N/A N/A $10,000
</TABLE>

- -----------
* No Trustee receives any compensation from any mutual funds affiliated with
Loomis Sayles, other than the Trust.

As of September 30, 1999, the officers and trustees of the Trust do not
own beneficially any shares of the Funds.

<PAGE>

PRINCIPAL HOLDERS

The following table provides information on the principal holders of
each fund. A principal holder is a person who owns of record or beneficially
5% or more of a Fund's outstanding securities. Information provided in this
table is as of ___________ [no more than 30 days prior to the date of filing].

[TO BE UPDATED]

Loomis Sayles California Tax-Free Income Fund
Loomis Sayles Core Fixed Income Fund
Loomis Sayles Fixed Income Fund
Loomis Sayles High Yield Fixed Income Fund
Loomis Sayles Intermediate Duration Fixed Income Fund
Loomis Sayles Investment Grade Fixed Income Fund
Loomis Sayles Provident Fund
Loomis Sayles Small Company Growth Fund
Loomis Sayles Small Company Value Fund

To the extent that any shareholder listed above beneficially owns
more than 25% of a Fund, it may be deemed to "control" such Fund.
[list holder's jurisdiction and parents if holder is a control person]

<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

ADVISORY AGREEMENTS. Under each advisory agreement, Loomis Sayles
manages the investment and reinvestment of the assets of the relevant Fund
and generally administers its affairs, subject to supervision by the board of
trustees of the Trust. Loomis Sayles furnishes, at its own expense, all
necessary office space, facilities and equipment, services of executive and
other personnel of the Funds and certain administrative services. For these
services, the advisory agreements provide that each Fund shall pay Loomis
Sayles a monthly investment advisory fee at the following annual percentage
rates of the particular Fund's average daily net assets:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Loomis Sayles California Tax-Free Income Fund .50%
Loomis Sayles Core Fixed Income Fund .35%
Loomis Sayles Fixed Income Fund .50%
Loomis Sayles High Yield Fixed Income Fund .60%
Loomis Sayles Intermediate Duration Fixed Income Fund .40%
Loomis Sayles Investment Grade Fixed Income Fund .40%
Loomis Sayles Provident Fund .50%
Loomis Sayles Small Company Growth Fund .75%
Loomis Sayles Small Company Value Fund .75%
</TABLE>

During the periods shown below, pursuant to the advisory agreements
described above, Loomis Sayles received the following amount of investment
advisory fees from each Fund (before voluntary fee reductions and expense
assumptions) and bore the following amounts of fee reductions and expense
assumptions for each Fund:

<PAGE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED FISCAL PERIOD FISCAL YEAR ENDED
12/31/97 ENDED 9/30/98* 9/30/99
----------------- -------------- -----------------

FEE WAIVERS FEE WAIVERS FEE WAIVERS
ADVISORY AND EXPENSE ADVISORY AND EXPENSE ADVISORY AND EXPENSE
FUND FEES ASSUMPTIONS FEES ASSUMPTIONS FEES ASSUMPTIONS
- ---- ---- ----------- ---- ----------- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles California Tax-Free
Income Fund

Loomis Sayles Core Fixed Income Fund

Loomis Sayles Fixed Income Fund

Loomis Sayles High Yield Fixed Income
Fund

Loomis Sayles Intermediate Duration
Fixed Income Fund

Loomis Sayles Investment Grade Fixed
Income Fund

Loomis Sayles Provident Fund

Loomis Sayles Small Company Growth
Fund

Loomis Sayles Small Company Value
Fund
</TABLE>

- ------------
* The fiscal year-end for each of the Funds changed to September 30 in 1998.

The Trust pays the compensation of its trustees who are not
directors, officers or employees of Loomis Sayles or its affiliates (other
than registered investment companies); registration, filing and other fees in
connection with requirements of regulatory authorities; all charges and
expenses of its custodian and transfer agent; the charges and expenses of its
independent accountants; all brokerage commissions and transfer taxes in
connection with portfolio transactions; all taxes and fees payable to
governmental agencies; the cost of any certificates representing shares of
the Funds; the expenses of meetings of the shareholders and trustees of the
Trust; the charges and expenses of the Trust's legal counsel; interest on any
borrowings by the Funds; the cost of services, including services of counsel,
required in connection with the preparation of, and the cost of printing, the
Trust's registration statements and Prospectus, including amendments and
revisions thereto, annual, semiannual and other periodic reports of the
Trust, and notices and proxy solicitation material furnished to shareholders
or regulatory authorities, to the extent that any such materials relate to
the Trust or its shareholders; and the Trust's expenses of bookkeeping,
accounting, auditing and financial reporting, including related clerical
expenses.

Under each advisory agreement, if the total ordinary business
expenses of a Fund or the Trust as a whole for any fiscal year exceed the
lowest applicable limitation (based on percentage of average net assets or
income) prescribed by any state in which the shares of the Fund or the Trust
are qualified for sale, Loomis Sayles shall pay such excess. Loomis Sayles
will not be required to reduce its fee or pay such expenses to an extent or
under circumstances which would result in any Fund's inability to qualify as
a regulated investment company under the Code. The term "expenses" is defined
in the advisory agreements or in relevant state regulations and excludes
brokerage commissions, taxes, interest, distribution-related expenses and
extraordinary expenses.

<PAGE>

As described in the Prospectus, Loomis Sayles has agreed to certain
additional, voluntary arrangements to limit Fund expenses. These arrangements
may be modified or terminated by Loomis Sayles at any time.

Each advisory agreement provides that it will continue in effect for
two years from its date of execution and thereafter from year to year if its
continuance is approved at least annually (i) by the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
relevant Fund and (ii) by vote of a majority of the Trustees who are not
"interested persons" of the Trust, as that term is defined in the 1940 Act,
cast in person at a meeting called for the purpose of voting on such
approval. Any amendment to an advisory agreement must be approved by vote of
a majority of the outstanding voting securities of the relevant Fund and by
vote of a majority of the Trustees who are not such interested persons, cast
in person at a meeting called for the purpose of voting on such approval.
Each agreement may be terminated without penalty by vote of the Board of
Trustees or by vote of a majority of the outstanding voting securities of the
relevant Fund, upon sixty days' written notice, or by Loomis Sayles upon
ninety days' written notice, and each terminates automatically in the event
of its assignment. In addition, each agreement will automatically terminate
if the Trust or the Fund shall at any time be required by Loomis Sayles to
eliminate all reference to the words "Loomis" and "Sayles" in the name of the
Trust or the Fund, unless the continuance of the agreement after such change
of name is approved by a majority of the outstanding voting securities of the
relevant Fund and by a majority of the Trustees who are not interested
persons of the Trust or Loomis Sayles.

Each advisory agreement provides that Loomis Sayles shall not be
subject to any liability in connection with the performance of its services
thereunder in the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties.

Loomis Sayles acts as investment adviser or subadviser to New
England Value Fund, New England Strategic Income Fund, New England Star
Advisers Fund; New England Star Small Cap Fund and New England Balanced Fund,
which are series of New England Funds Trust I, a registered open- end
management investment company, New England High Income Fund, a series of New
England Fund Trust II, a registered, open-end management investment company,
and to the Loomis Sayles Balanced Series and the Loomis Sayles Small Cap
Series of New England Zenith Fund, which is also a registered open-end
management investment company, as well as to Loomis Sayles Funds, also a
registered open-end management investment company. Loomis Sayles also
provides investment advice to certain other open-end management investment
companies and numerous other corporate and fiduciary clients.

The general partner of Loomis Sayles is a special purpose
corporation that is an indirect wholly-owned subsidiary of Nvest Companies,
L.P. ("Nvest Companies"). Nvest Companies' managing general partner, Nvest
Corporation, is a direct wholly-owned subsidiary of Metropolitan Life
Insurance Company ("Met Life"), a mutual life insurance company. Nvest
Companies' advising general partner, Nvest L.P., is a publicly traded company
listed on the New York Stock Exchange. Nvest Corporation is the sole general
partner of Nvest L.P.

Certain officers and trustees of the Trust also serve as officers,
directors and trustees of other investment companies and clients advised by
Loomis Sayles. The other investment companies and clients sometimes invest in
securities in which the Funds also invest. If a Fund and such other
investment companies or clients desire to buy or sell the same portfolio
securities at the same time, purchases and sales may be allocated, to the
extent practicable, on a pro rata basis in proportion to the amounts desired
to be purchased or sold for each. It is recognized that in some cases the
practices described in this paragraph could have a detrimental effect on the
price or amount of the securities which a Fund purchases or sells. In other
cases, however, it is believed that these practices may benefit the Funds. It
is the opinion of the trustees that the desirability of retaining Loomis
Sayles as adviser for the Funds outweighs the disadvantages, if any, which
might result from these practices.

<PAGE>

CUSTODIAL ARRANGEMENTS. State Street Bank and Trust Company ("State
Street Bank"), Boston, Massachusetts 02102, is the Trust's custodian. As
such, State Street Bank holds in safekeeping certificated securities and cash
belonging to the Funds and, in such capacity, is the registered owner of
securities held in book entry form belonging to the Funds. Upon instruction,
State Street Bank receives and delivers cash and securities of the Funds in
connection with Fund transactions and collects all dividends and other
distributions made with respect to Fund portfolio securities. State Street
Bank also maintains certain accounts and records of the Funds and calculates
the total net asset value, total net income and net asset value per share of
each Fund on a daily basis.

INDEPENDENT ACCOUNTANTS. The Trust's independent accountants are
________________. ______________________ conducts an annual audit of the
Trust's financial statements, assists in the preparation of the Funds'
federal and state income tax returns and consults with the Funds as to
matters of accounting and federal and state income taxation. The information
under the caption "Financial Highlights" included in the Prospectus has been
so included, and the financial statements incorporated by reference herein
from the Fund's 1998 Annual Report have been so incorporated, in reliance on
the reports of _______________, given on the authority of said firm as
experts in auditing and accounting.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In placing orders for the purchase and sale of portfolio securities
for each Fund, Loomis Sayles always seeks the best price and execution.
Transactions in unlisted securities are carried out through broker-dealers
who make the primary market for such securities unless, in the judgment of
Loomis Sayles, a more favorable price can be obtained by carrying out such
transactions through other brokers or dealers.

Loomis Sayles selects only brokers or dealers which it believes are
financially responsible, will provide efficient and effective services in
executing, clearing and settling an order and will charge commission rates
which, when combined with the quality of the foregoing services, will produce
best price and execution for the transaction. This does not necessarily mean
that the lowest available brokerage commission will be paid. However, the
commissions are believed to be competitive with generally prevailing rates.
Loomis Sayles will use its best efforts to obtain information as to the
general level of commission rates being charged by the brokerage community
from time to time and will evaluate the overall reasonableness of brokerage
commissions paid on transactions by reference to such data. In making such
evaluation, all factors affecting liquidity and execution of the order, as
well as the amount of the capital commitment by the broker in connection with
the order, are taken into account. The Funds will not pay a broker a
commission at a higher rate than otherwise available for the same transaction
in recognition of the value of research services provided by the broker or in
recognition of the value of any other services provided by the broker that do
not contribute to the best price and execution of the transaction.

Receipt of research services from brokers may sometimes be a factor
in selecting a broker which Loomis Sayles believes will provide best price
and execution for a transaction. These research services include not only a
wide variety of reports on such matters as economic and political
developments, industries, companies, securities, portfolio strategy, account
performance, daily prices of securities, stock and bond market conditions and
projections, asset allocation and portfolio structure, but also meetings with
management representatives of issuers and with other analysts and
specialists. Although it is not possible to assign an exact dollar value to
these services, they may, to the extent used, tend to reduce Loomis Sayles'
expenses. Such services may be used by Loomis Sayles in servicing other
client accounts and in some cases may not be used with respect to the Funds.
Receipt of services or products other than research from brokers is not a
factor in the selection of brokers.

The following tables set forth, for the 1997 and 1999 fiscal years
and the 1998 fiscal period (January 1, 1998 through September 30, 1998),
respectively, (1) the aggregate dollar amount of brokerage commissions paid
on portfolio transactions during such period, (2) the dollar amount of
transactions on which brokerage commissions were paid during such period that
were directed to brokers providing research services ("directed

<PAGE>

transactions") and (3) the dollar amount of commissions paid on directed
transactions during such period. Funds not listed in a table did not pay
brokerage commissions during the relevant period.

FISCAL YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
(1) (2) (3)
AGGREGATE COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
- ---- ------------ ------------ ------------
<S> <C> <C> <C>
Loomis Sayles California Tax-Free
Income Fund

Loomis Sayles Core Fixed Income Fund

Loomis Sayles Fixed Income Fund

Loomis Sayles High Yield Fixed Income
Fund

Loomis Sayles Intermediate Duration
Fixed Income Fund

Loomis Sayles Investment Grade Fixed
Income Fund

Loomis Sayles Provident Fund

Loomis Sayles Small Company Growth
Fund

Loomis Sayles Small Company Value
Fund
</TABLE>

<PAGE>

FISCAL PERIOD ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
(1) (2) (3)
AGGREGATE COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
- ---- ----------- ------------ ------------
<S> <C> <C> <C>
Loomis Sayles California Tax-Free
Income Fund

Loomis Sayles Core Fixed Income Fund

Loomis Sayles Fixed Income Fund

Loomis Sayles High Yield Fixed Income
Fund

Loomis Sayles Intermediate Duration
Fixed Income Fund

Loomis Sayles Investment Grade Fixed
Income Fund

Loomis Sayles Provident Fund

Loomis Sayles Small Company Growth
Fund

Loomis Sayles Small Company Value
Fund
</TABLE>

FISCAL YEAR ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
(1) (2) (3)
AGGREGATE COMMISSIONS
BROKERAGE DIRECTED ON DIRECTED
FUND COMMISSIONS TRANSACTIONS TRANSACTIONS
- ---- ----------- ------------ ------------
<S> <C> <C> <C>
Loomis Sayles California Tax-Free
Income Fund

Loomis Sayles Core Fixed Income Fund

Loomis Sayles Fixed Income Fund

Loomis Sayles High Yield Fixed Income
Fund

Loomis Sayles Intermediate Duration
Fixed Income Fund

Loomis Sayles Investment Grade Fixed
Income Fund

Loomis Sayles Provident Fund

Loomis Sayles Small Company Growth
Fund

Loomis Sayles Small Company Value
Fund
</TABLE>

<PAGE>

DESCRIPTION OF THE TRUST

The Trust, registered with the SEC as a diversified open-end
management investment company, is organized as a Massachusetts business trust
under the laws of Massachusetts by an Agreement and Declaration of Trust (the
"Declaration of Trust") dated December 23, 1993.

The Declaration of Trust currently permits the trustees to issue an
unlimited number of full and fractional shares of each series. Each share of
each Fund represents an equal proportionate interest in such Fund with each
other share of that Fund and is entitled to a proportionate interest in the
dividends and distributions from that Fund. The shares of each Fund do not
have any preemptive rights. Upon termination of any Fund, whether pursuant to
liquidation of the Trust or otherwise, shareholders of that Fund are entitled
to share pro rata in the net assets of that Fund available for distribution
to shareholders. The Declaration of Trust also permits the trustees to charge
shareholders directly for custodial, transfer agency and servicing expenses.

The assets received by each Fund for the issue or sale of its shares
and all income, earnings, profits, losses and proceeds therefrom, subject
only to the rights of creditors, are allocated to, and constitute the
underlying assets of, that Fund. The underlying assets are segregated and are
charged with the expenses with respect to that Fund and with a share of the
general expenses of the Trust. Any general expenses of the Trust that are not
readily identifiable as belonging to a particular Fund are allocated by or
under the direction of the trustees in such manner as the trustees determine
to be fair and equitable. While the expenses of the Trust are allocated to
the separate books of account of each Fund, certain expenses may be legally
chargeable against the assets of all Funds.

The Declaration of Trust also permits the trustees, without
shareholder approval, to subdivide any series of shares or Fund into various
classes of shares with such dividend preferences and other rights as the
trustees may designate. The trustees may also, without shareholder approval,
establish one or more additional separate portfolios for investments in the
Trust or merge two or more existing portfolios. Shareholders' investments in
such an additional or merged portfolio would be evidenced by a separate
series of shares (i.e., a new "Fund").

The Declaration of Trust provides for the perpetual existence of the
Trust. The Declaration of Trust, however, provides that the trustees may
terminate the Trust or any Fund upon written notice to the shareholders.

VOTING RIGHTS

As summarized in the Prospectus, shareholders are entitled to one
vote for each full share held (with fractional votes for each fractional
share held) and may vote (to the extent provided in the Declaration of Trust)
on the election of trustees and the termination of the Trust and on other
matters submitted to the vote of shareholders.

The Declaration of Trust provides that on any matter submitted to a
vote of all Trust shareholders, all Trust shares entitled to vote shall be
voted together irrespective of series or sub-series unless the rights of a
particular series or sub-series would be adversely affected by the vote, in
which case a separate vote of that series or sub-series shall also be
required to decide the question. Also, a separate vote shall be held whenever
required by the 1940 Act or any rule thereunder. Rule 18f-2 under the 1940
Act provides in effect that a class shall be deemed to be affected by a
matter unless it is clear that the interests of each class in the matter are
substantially identical or that the matter does not affect any interest of
such class. On matters affecting an individual series, only shareholders of
that series are entitled to vote. Consistent with the current position of the
SEC, shareholders of all series vote together, irrespective of series, on the
election of trustees and the selection of the Trust's independent
accountants, but shareholders of each series vote separately on other matters
requiring shareholder approval, such as certain changes in investment
policies of that series or the approval of the investment advisory agreement
relating to that series.

<PAGE>

There will normally be no meetings of shareholders for the purpose
of electing trustees except that, in accordance with the 1940 Act, (i) the
Trust will hold a shareholders' meeting for the election of trustees at such
time as less than a majority of the trustees holding office have been elected
by shareholders, and (ii) if, as a result of a vacancy on the board of
trustees, less than two-thirds of the trustees holding office have been
elected by the shareholders, that vacancy may be filled only by a vote of the
shareholders. In addition, trustees may be removed from office by a written
consent signed by the holders of two-thirds of the outstanding shares and
filed with the Trust's custodian or by a vote of the holders of two-thirds of
the outstanding shares at a meeting duly called for that purpose, which
meeting shall be held upon the written request of the holders of not less
than 10% of the outstanding shares.

Upon written request by the holders of shares having a net asset
value constituting 1% of the outstanding shares stating that such
shareholders wish to communicate with the other shareholders for the purpose
of obtaining the signatures necessary to demand a meeting to consider removal
of a trustee, the Trust has undertaken to provide a list of shareholders or
to disseminate appropriate materials (at the expense of the requesting
shareholders).

Except as set forth above, the trustees shall continue to hold
office and may appoint successor trustees. Voting rights are not cumulative.

No amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the outstanding shares of the Trust, except
(i) to change the Trust's name or to cure technical problems in the
Declaration of Trust and (ii) to establish, change or eliminate the par value
of any shares (currently all shares have no par value).

SHAREHOLDER AND TRUSTEE LIABILITY

Under Massachusetts law shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund of
which they are shareholders. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of each Fund and requires that
notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by the Trust or the trustees. The
Declaration of Trust provides for indemnification out of Fund property for
all loss and expense of any shareholder held personally liable for the
obligations of the Fund. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered remote since it is
limited to circumstances in which the disclaimer is inoperative and the Fund
itself would be unable to meet its obligations.

The Declaration of Trust further provides that the trustees will not
be liable for errors of judgment or mistakes of fact or law. However, nothing
in the Declaration of Trust protects a trustee against any liability to which
the trustee would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office. The By-Laws of the Trust provide for indemnification
by the Trust of the trustees and officers of the Trust except with respect to
any matter as to which any such person did not act in good faith in the
reasonable belief that such action was in or not opposed to the best
interests of the Trust. No officer or trustee may be indemnified against any
liability to the Trust or the Trust's shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
or her office.

<PAGE>

HOW TO BUY SHARES

The procedures for purchasing shares of each Fund are summarized in
the Prospectus under "General Information-How to Purchase Shares."

NET ASSET VALUE

The net asset value of the shares of each Fund is determined by
dividing that Fund's total net assets (the excess of its assets over its
liabilities) by the total number of shares of the Fund outstanding and
rounding to the nearest cent. Such determination is made as of the close of
regular trading on the New York Stock Exchange (generally 4:00 p.m. Eastern
time) on each day on which that Exchange is open for unrestricted trading,
and no less frequently than once daily on each day during which there is
sufficient trading in a Fund's portfolio securities that the value of that
Fund's shares might be materially affected. During the 12 months following
the date of this Statement of Additional Information, the New York Stock
Exchange is expected to be closed on the following weekdays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Equity
securities listed on an established securities exchange or on the Nasdaq
National Market System are normally valued at their last sale price on the
exchange where primarily traded or, if there is no reported sale during the
day, and in the case of over-the-counter securities not so listed, at the
last bid price. Long-term debt securities are valued by a pricing service,
which determines valuations of normal institutional-size trading units of
long-term debt securities. Such valuations are determined using methods based
on market transactions for comparable securities and on various relationships
between securities which are generally recognized by institutional traders.
Other securities for which current market quotations are not readily
available (including restricted securities, if any) and all other assets are
taken at fair value as determined in good faith by the board of trustees,
although the actual calculations may be made by persons acting pursuant to
the direction of the board.

Generally, trading in foreign securities markets is substantially
completed each day at various times prior to the close of regular trading on
the New York Stock Exchange. Occasionally, events affecting the value of
foreign fixed income securities and of equity securities of non-U.S. issuers
not traded on a U.S. exchange may occur between the completion of substantial
trading of such securities for the day and the close of regular trading on
the New York Stock Exchange, which events will not be reflected in the
computation of the Fund's net asset value. If events materially affecting the
value of any Fund's portfolio securities occur during such period, then these
securities may be valued at their fair value as determined in good faith by
or in accordance with procedures approved by the trustees.

SHAREHOLDER SERVICES

OPEN ACCOUNTS

A shareholder's investment in any Fund is automatically credited to
an open account maintained for the shareholder by the Trust. Certificates
representing shares are issued only upon written request to the Trust but are
not issued for fractional shares. Following each transaction in the account,
a shareholder will receive an account statement disclosing the current
balance of shares owned and the details of recent transactions in the
account. After the close of each fiscal year the Trust will send each
shareholder a statement providing federal tax information on dividends and
distributions paid to the shareholder during the year. This should be
retained as a permanent record. Shareholders will be charged a fee for
duplicate information.

The open account system permits the purchase of full and fractional
shares and, by making the issuance and delivery of certificates representing
shares unnecessary, eliminates the problems of handling and safekeeping
certificates, and the cost and inconvenience of replacing lost, stolen,
mutilated or destroyed certificates.

<PAGE>

The costs of maintaining the open account system are borne by the
Trust, and no direct charges are made to shareholders. Although the Trust has
no present intention of making such direct charges to shareholders, it
reserves the right to do so. Shareholders will receive prior notice before
any such charges are made.

REDEMPTIONS

The procedures for redemption of Fund shares are summarized in the
Prospectus under "General Information--How to Redeem Shares."

If a shareholder selects the telephone redemption service in the
manner described in the next paragraph, Fund shares may be redeemed by making
a telephone call directly to the Trust at 888-226-9699. When a telephonic
redemption request is received, the proceeds are wired to the bank account
previously chosen by the shareholder. Telephonic redemption requests must be
received by the Trust prior to the close of regular trading on the New York
Stock Exchange on a day when the Exchange is open for business. Requests made
after that time or on a day when the New York Stock Exchange is not open for
business cannot be accepted by the Trust and a new request will be necessary.

In order to redeem shares by telephone, a shareholder must either
select this service when completing the Fund application or must do so
subsequently in writing. When selecting the service, a shareholder must
designate a bank account to which the redemption proceeds should be wired.
Any change in the bank account so designated must be made by furnishing to
the Trust a written request. Telephone redemptions may only be made if an
investor's bank is a member of the Federal Reserve System or has a
correspondent bank that is a member of the System. If the account is with a
savings bank, it must have only one correspondent bank that is a member of
the System. The Trust and Loomis Sayles Distributors, L.P. are not
responsible for the authenticity of withdrawal instructions received by
telephone.

The redemption price will be the net asset value per share next
determined after the 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 the shareholder
within seven days after receipt of a request in good order. Telephonic
redemption proceeds will normally be wired on the first business day
following receipt of a proper redemption request. In those cases where a
shareholder has recently purchased shares by check and the check was received
less than fifteen days prior to the redemption request, the Fund may withhold
redemption proceeds until the check has cleared.

A redemption constitutes a sale of the shares for federal income tax
purposes on which the investor may realize a long- or short-term capital gain
or loss. See "Income Dividends, Capital Gain Distributions and Tax Status."

INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS

As described in the Prospectus under "Dividends and Distributions,"
it is the policy of each Fund to pay its shareholders, as dividends,
substantially all net investment income and to distribute annually all net
realized capital gains, if any, after offsetting any capital loss carryovers.

Income dividends and capital gain distributions are payable in full
and fractional shares of the particular Fund based upon the net asset value
determined as of the close of regular trading on the New York Stock Exchange
on the record date for each dividend or distribution. Shareholders, however,
may elect to receive their income dividends or capital gain distributions, or
both, in cash. The election may be made at any time by submitting a written
request directly to the Trust. In order for a change to be in effect for any
dividend or distribution, it must be received by the Trust on or before the
record date for such dividend or distribution.

<PAGE>

As required by federal law, detailed federal tax information will be
furnished to each shareholder for each calendar year on or before January 31
of the succeeding year.

The Internal Revenue Service (IRS) requires any Fund to withhold 31%
of any redemption proceeds (including the value of shares exchanged) and of
any income dividends and capital gain distributions in the following
situations:

- - If you do not provide a correct, certified taxpayer identification
number to the Fund.

- - If the IRS notifies the Fund that you have underreported your
income in the past and thus are subject to backup withholding.

- - If you fail to certify to the Fund that you are not subject to such
backup withholding.

Each Fund intends to qualify each year as a regulated investment
company under Subchapter M of the Code. In order so to qualify and to qualify
for the favorable tax treatment accorded regulated investment companies and
their shareholders, the Fund must, among other things, (i) derive at least
90% of its gross income from dividends, interest, payments with respect to
certain securities loans, gains from the sale of securities or foreign
currencies, or other income (including, but not limited, to gains from
options, futures or forward contracts) derived with respect to its business
of investing in such stock, securities or currencies; (ii) distribute with
respect to each taxable year at least 90% of the sum of its taxable net
investment income, its tax-exempt income and the excess, if any, of net
short-term capital gains over net long-term capital losses for such year; and
(iii) diversify its holdings so that at the end of each fiscal quarter (a) at
least 50% of the value of its assets is invested in cash, U.S. government
securities, securities of other regulated investment companies, and other
securities of issuers which represent, with respect to each issuer, no more
than 5% of the value of the Fund's assets and 10% of the outstanding voting
securities of such issue and (b) not more than 25% of the value of its assets
is invested in the securities (other than those of the U.S. government or
other regulated investment companies) of any one issuer or of two or more
issuers which the Fund controls and which are engaged in the same, similar or
related trades and businesses. To the extent it qualifies for treatment as a
regulated investment company, the Fund will not be subject to federal income
tax on income paid to its shareholders in the form of dividends or capital
gain distributions.

An excise tax at the rate of 4% will be imposed on the excess, if
any, of each Fund's "required distribution" over its actual distributions in
any calendar year. Generally, the "required distribution" is 98% of the
Fund's ordinary income for the calendar year plus 98% of its capital gain net
income recognized during the one-year period ending on October 31 (or
December 31, if the Fund so elects) plus undistributed amounts from prior
years. Each Fund intends to make distributions sufficient to avoid imposition
of the excise tax. Distributions declared by a Fund during October, November
or December to shareholders of record on a date in any such month and paid by
the Fund during the following January will be treated for federal tax
purposes as paid by the Fund and received by shareholders on December 31 of
the year in which declared.

Shareholders of each Fund will be subject to federal income taxes on
distributions made by the Fund (other than "exempt-interest dividends" paid
by the Loomis Sayles California Tax-Free Income Fund, as described in the
Prospectus) whether received in cash or additional shares of the Fund.
Distributions by each Fund of net income and short-term capital gains, if
any, will be taxable to shareholders as ordinary income. Distributions
designated by a Fund as deriving from net gains on securities held for more
than one year will be taxable to shareholders as long-term capital gain
(generally taxed at a rate of 20% for noncorporate shareholders), without
regard to how long a shareholder has held shares of the Fund.

<PAGE>

Dividends and distributions on a Fund's shares are generally subject
to federal income tax as described herein to the extent they do not exceed
the Fund's realized income and gains, even though such dividends and
distributions may economically represent a return of a particular
shareholder's investment. Such distributions are likely to occur in respect
of shares purchased at a time when a Fund's net asset value reflects gains
that are either unrealized, or realized but not distributed. Such realized
gains may be required to be distributed even when a Fund's net asset value
also reflects unrealized losses.

The Funds may be eligible to make an election under Section 853 of
the Code so that its shareholders will be able to claim a credit or deduction
on their income tax returns for, and will be required to treat as part of the
amounts distributed to them, their pro rata portion of qualified taxes paid
by the relevant Fund to foreign countries. The ability of shareholders of the
Fund to claim a foreign tax credit is subject to certain limitations imposed
by Section 904 of the Code, which in general limits the amount of foreign tax
that may be used to reduce a shareholder's U.S. tax liability to that amount
of U.S. tax which would be imposed on the amount and type of income in
respect of which the foreign tax was paid. In addition, a shareholder must
hold shares of the Fund (without protection from risk of loss) on the
ex-dividend date and for at least 16 days during the 30-day period beginning
on the date that is 15 days before the ex-dividend date in order to be
eligible to claim a foreign credit for his or her share of these foreign
taxes. A shareholder who for U.S. income tax purposes claims a foreign tax
credit in respect of Fund distributions may not claim a deduction for foreign
taxes paid by the Fund, regardless of whether the shareholder itemizes
deductions. Also, under Section 63 of the Code, no deduction for foreign
taxes may be claimed by shareholders who do not itemize deductions on their
federal income tax returns. It should also be noted that a tax-exempt
shareholder, like other shareholders, will be required to treat as part of
the amounts distributed to it a pro rata portion of the income taxes paid by
the Fund to foreign countries. However, that income will generally be exempt
from United States taxation by virtue of such shareholder's tax-exempt status
and such a shareholder will not be entitled to either a tax credit or a
deduction with respect to such income.

Each Fund's transactions, if any, in foreign currencies are likely
to result in a difference between the Fund's book income and taxable income.
This difference may cause a portion of the Fund's income distributions to
constitute a return of capital for tax purposes or require the Fund to make
distributions exceeding book income to avoid excise tax liability and to
qualify as a regulated investment company.

Investment by a Fund in "passive foreign investment companies" could
subject the Fund to U.S. federal income tax or other charge on the proceeds
from the sale of its investment in such a company; however, this tax can be
avoided by making an election to mark such investments to market annually or
to treat the passive foreign investment company as a "qualified electing
fund."

If a Fund engages in hedging transactions, including hedging
transactions in options, futures contracts, and straddles, or other similar
transactions, it will be subject to special tax rules (including constructive
sale, mark-to-market, straddle, wash sale, and short sale rules), the effect
of which may be to accelerate income to the Fund, defer losses to the Fund,
cause adjustments in the holding periods of the Fund's securities, or convert
short-term capital losses into long-term capital losses. These rules could
therefore affect the amount, timing and character of distributions to
shareholders. Each Fund will endeavor to make any available elections
pertaining to such transactions in a manner believed to be in the best
interests of the Fund.

A Fund's investment in securities issued at a discount and certain
other obligations will (and investments in securities purchased at a discount
may) require the Fund to accrue and distribute income not yet received. In
such cases, a Fund may be required to sell assets (including when it is not
advantageous to do so) to generate the cash necessary to distribute as
dividends to its shareholders all of its income and gains and therefore to
eliminate any tax liability at the Fund level.

<PAGE>

Generally a Fund may designate dividends eligible for the
dividends-received deduction only to the extent that such dividends are
derived from dividends paid to the Fund with respect to which such Fund could
have taken the dividends-received deduction if it had been a regular
corporation. The dividends-received deduction is not available to
non-corporate shareholders, Subchapter S corporations or corporations who do
not hold their shares for at least 46 days during the 90-day period beginning
on the date that is 45 days before the ex-dividend date. The
dividends-received deduction also is not available with respect to dividends
derived from a Fund's investment in foreign securities or REITs.

Redemptions and exchanges of each Fund's shares are taxable events
and, accordingly, shareholders may realize gains and losses on these
transactions. In general, any gain realized upon a taxable disposition of
shares will be treated as long-term capital gain if the shares have been held
for more than one year. Otherwise the gain on the sale, exchange or
redemption of Fund shares will be treated as short-term capital gain.
However, if a shareholder sells Fund shares at a loss within six months after
purchasing the shares, the loss will be disallowed, in the case of the
California Tax-Free Income Fund, to the extent of any exempt-interest
dividends received by the shareholder and will be treated as a long-term
capital loss, in the case of all the Funds, to the extent of any long-term
capital gain distributions received by the shareholder. Furthermore, no loss
will be allowed on the sale of Fund shares to the extent the shareholder
acquired other shares of the same Fund within 30 days prior to the sale of
the loss shares or 30 days after such sale.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and regulations currently in effect. For the complete
provisions, reference should be made to the pertinent Code sections and
regulations. The Code and regulations are subject to change by legislative or
administrative action.

Dividends and distributions also may be subject to foreign, state
and local taxes. Shareholders are urged to consult their tax advisers
regarding specific questions as to federal, state, foreign, or local taxes.

The foregoing discussion relates solely to U.S. federal income tax
law. Non-U.S. investors should consult their tax advisers concerning the tax
consequences of ownership of shares of the Fund, including the possibility
that distributions may be subject to a 30% United States withholding tax (or
a reduced rate of withholding provided by treaty). The Internal Revenue
Service recently revised its regulations affecting the application to foreign
investors of the back-up withholding tax rules. The new regulations will
generally be effective for payments made on or after January 1, 2001
(although transition rules will apply). In some circumstances, the new rules
will increase the certification and filing requirements imposed on foreign
investors in order to qualify for exemption from the 31% back-up withholding
tax and for reduced withholding tax rates under income tax treaties. Foreign
investors in each Fund should consult their advisors with respect to the
potential application of these new regulations.

FINANCIAL STATEMENTS

The financial statements of each Fund included in the Trust's 1999
Annual Report, filed with the Securities and Exchange Commission on
_______________, 1999, are incorporated by reference to such Report.

CALCULATION OF YIELD AND TOTAL RETURN

YIELD. Yield with respect to a Fund will be computed by dividing
such Fund's net investment income for a recent 30-day period by the maximum
offering price (reduced by any undeclared earned income expected to be paid
shortly as a dividend) on the last trading day of that period. Net investment
income will reflect amortization of any market value premium or discount of
fixed income securities (except for obligations backed by mortgages or other
assets) and may include recognition of a pro rata portion of the stated
dividend rate of dividend paying portfolio securities. The Funds' yields will
vary from time to time depending upon market conditions, the

<PAGE>

composition of the Funds' portfolios and operating expenses of the Trust
allocated to each Fund. These factors, and possible differences in the
methods used in calculating yield, should be considered when comparing a
Fund's yield to yields published for other investment companies and other
investment vehicles. Yield should also be considered relative to changes in
the value of the Funds' shares and to the relative risks associated with the
investment objectives and policies of the Funds.

At any time in the future, yields may be higher or lower than past
yields and there can be no assurance that any historical results will
continue.

Investors in the Funds are specifically advised that the net asset
value per share of each Fund may vary, just as yields for each Fund may vary.
An investor's focus on yield to the exclusion of the consideration of the
value of shares of that Fund may result in the investor's misunderstanding
the total return he or she may derive from that Fund.

TOTAL RETURN. Total Return with respect to a Fund is a measure of
the change in value of an investment in such Fund over the period covered,
and assumes any dividends or capital gains distributions are reinvested
immediately, rather than paid to the investor in cash. The formula for total
return used herein includes four steps: (1) adding to the total number of
shares purchased through a hypothetical $1,000 investment in the Fund all
additional shares which would have been purchased if all dividends and
distributions paid or distributed during the period had been immediately
reinvested; (2) calculating the value of the hypothetical initial investment
of $1,000 as of the end of the period by multiplying the total number of
shares owned at the end of the period by the net asset value per share on the
last trading day of the period; (3) assuming redemption at the end of the
period; and (4) dividing the resulting account value by the initial $1,000
investment.

PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN. Each Fund may from time to time include its
total return information in advertisements or in information furnished to
present or prospective shareholders. Each of the Loomis Sayles California
Tax-Free Income Fund, the Loomis Sayles Core Fixed Income 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
Investment Grade Fixed Income Fund may from time to time include the yield
and/or total return of its shares in advertisements or information furnished
to present or prospective shareholders. Each Fund may from time to time
include in advertisements or information furnished to present or prospective
shareholders (i) the ranking of performance figures relative to such figures
for groups of mutual funds categorized by Lipper Analytical Services, Inc. or
Standard & Poor's Micropal, Inc. as having similar investment objectives,
(ii) the rating assigned to the Fund by Morningstar, Inc. based on the Fund's
risk-adjusted or straight performance relative to other mutual funds in its
broad investment class, and/or (iii) the ranking of performance figures
relative to such figures for mutual funds in its general investment category
as determined by CDA/Weisenberger's Management Results.

VOLATILITY. Each Fund may quote various measures of its volatility
and benchmark correlation. In addition, a Fund may compare these measures to
those of other funds and indices. Measures of volatility seek to compare a
Fund's historical share price fluctuations or total returns to those of a
benchmark. Measures of benchmark correlation indicate the extent to which a
Fund's returns change in ways similar to those of the benchmark. All measures
of volatility and correlation are calculated using averages of historical
data. Each Fund may utilize charts and graphs to present a Fund's volatility
and average annual total return. Each Fund may also discuss or illustrate
examples of interest rate sensitivity.

LIPPER ANALYTICAL SERVICES, INC. distributes mutual fund rankings
monthly. The rankings are based on total return performance calculated by
Lipper, generally reflecting changes in net asset value adjusted for

<PAGE>

reinvestment of capital gains and income dividends. They do not reflect
deduction of any sales charges. Lipper rankings cover a variety of
performance periods, including, but not limited to, year-to-date, 1-year,
5-year, and 10-year performance. Lipper classifies mutual funds by investment
objective and asset category.

STANDARD & POOR'S MICROPAL, INC. distributes mutual fund rankings
weekly and monthly. The rankings are based upon performance calculated by
Micropal, generally reflecting changes in net asset value that can be
adjusted for the reinvestment of capital gains and dividends. If deemed
appropriate by the user, performance can also reflect deductions for sales
charges. Micropal rankings cover a variety of performance periods, including,
but not limited to, year-to-date, 1-year, 5-year and 10-year performance.
Micropal classifies mutual funds by investment objective and asset category.

MORNINGSTAR, INC. distributes mutual fund ratings monthly. The
ratings are divided into five groups: highest, above average, neutral, below
average and lowest. They represent a fund's historical risk/reward ratio
relative to other funds in its broad investment class as determined by
Morningstar, Inc. Morningstar ratings cover a variety of performance periods,
including 3-year, 5-year, 10-year and overall performance. The performance
factor for the overall rating is a weighted-average return performance (if
available) reflecting deduction of expenses and sales charges. Performance is
adjusted using quantitative techniques to reflect the risk profile of the
fund. The ratings are derived from a purely quantitative system that does not
utilize the subjective criteria customarily employed by rating agencies such
as Standard & Poor's and Moody's Investor Service, Inc.

STANDARD & POOR'S SELECT FUNDS are funds selected by Standard &
Poor's that have demonstrated above-average absolute and volatility-adjusted
returns relative to funds with the same investment style, along with having
investment management attributes that are consistent with the fund's
investment style. Select Fund designation is based on a six-month moving
average of three years of absolute and volatility-adjusted performance. A
Select Fund designation does not address the market risk, credit risk, or
counterparty risk of a fund, nor does it address a fund's suitability as a
counterparty or obligor.

VALUE LINE INVESTMENT SURVEY is an investment advisory service that
ranks approximately 1,700 stocks for "timeliness" and safety. Using a
computerized model based on earnings momentum, Value Line projects which
stocks will have the best or worst relative price performance over the next 6
to 12 months. In addition, each stock is assigned a risk rating, which
identifies the volatility of a stock's price behavior relative to the market
average. The service also ranks all major industry groups for timeliness.

CDA/WEISENBERGER'S MANAGEMENT RESULTS publishes mutual fund rankings
and is distributed monthly. The rankings are based entirely on total return
calculated by Weisenberger for periods such as year-to-date, 1- year, 3-year,
5-year and 10-year Mutual funds are ranked in general categories (e.g.,
international bond, international equity, municipal bond, and maximum capital
gain). Weisenberger rankings do not reflect deduction of sales charges or
fees.

Performance information may also be used to compare the performance
of the Fund to certain widely acknowledged standards or indices for stock and
bond market performance, such as those listed below.

CONSUMER PRICE INDEX. The Consumer Price Index, published by the
U.S. Bureau of Labor Statistics, is a statistical measure of changes, over
time, in the prices of goods and services in major expenditure groups.

DOW JONES INDUSTRIAL AVERAGE. The Dow Jones Industrial Average is a
market value-weighted and unmanaged index of 30 large industrial stocks
traded on the New York Stock Exchange.

LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX. The Lehman
Brothers Government/Corporate Bond Index is an index of publicly issued U.S.
Treasury obligations, debt obligations of U.S. government

<PAGE>

agencies (excluding mortgage-backed securities), fixed-rate, non-convertible,
investment-grade corporate debt securities and U.S. dollar-denominated,
SEC-registered non-convertible debt issued by foreign governmental entities
or international agencies used as a general measure of the performance of
fixed-income securities.

LEHMAN BROTHERS GOVERNMENT/CORPORATE INTERMEDIATE BOND INDEX. Lehman
Brothers Government/Corporate Intermediate Bond Index consists of those bonds
held within the Lehman Brothers Government/Corporate Bond index which have an
average maturity of 1-10 years.

LEHMAN BROTHERS 1-3 YEAR GOVERNMENT INDEX. The Index contains
fixed rate debt issues of the U.S. government or its agencies rated
investment grade or higher with at least one year maturity and an outstanding
par value of at least $100 million for U.S. government issues.

LEHMAN BROTHERS GOVERNMENT BOND INDEX. The Lehman Brothers
Government Bond Index is composed of all publicly issued, nonconvertible,
domestic debt of the U.S. government or any of its agencies, quasi-federal
corporations, or corporate debt guaranteed by the U.S. government.

LEHMAN BROTHERS MUNICIPAL BOND INDEX. The Lehman Brothers Municipal
Bond Index is computed from the prices of approximately 21,000 bonds
consisting of roughly 30% revenue bonds, 30% government obligation bonds, 27%
insured bonds and 13% prerefunded bonds.

MSCI-EAFE INDEX. The MSCI-EAFE Index contains over 1000 stocks from
20 different countries with Japan (approximately 50%), United Kingdom, France
and Germany being the most heavily weighted.

MSCI-EAFE EX-JAPAN INDEX. The MSCI-EAFE ex-Japan Index consists of
all stocks contained in the MSCI-EAFE Index, other than stocks from Japan.

MERRILL LYNCH DOMESTIC MASTER INDEX.

MERRILL LYNCH GOVERNMENT/CORPORATE INDEX. The Merrill Lynch
Government/Corporate Index is a composite of approximately 4,900 U.S.
government and corporate debt issues with at least $25 million outstanding,
greater than one year maturity, and credit ratings of investment grade or
higher.

MERRILL LYNCH HIGH YIELD MASTER INDEX. The Merrill Lynch High Yield
Master Index consists of fixed-rate, coupon-bearing bonds with an outstanding
par which is greater than or equal to $50 million, a maturity range greater than
or equal to one year and must be less than BBB/Baa3 rated but not in default.

RUSSELL 2000 INDEX. The Russell 2000 Index is comprised of the 2000
smallest of the 3000 largest U.S.- domiciled corporations, ranked by market
capitalization.

SALOMON BROTHERS WORLD GOVERNMENT BOND INDEX. The Salomon Brothers
World Government Bond Index includes a broad range of institutionally-traded
fixed-rate government securities issued by the national governments of the
nine countries whose securities are most actively traded. The index generally
excludes floating- or variable-rate bonds, securities aimed principally at
non-institutional investors (such as U.S. Savings Bonds) and
private-placement type securities.

STANDARD & POOR'S/BARRA GROWTH INDEX. The Standard & Poor's/Barra
Growth Index is constructed by ranking the securities in the S&P 500 by
price-to-book ratio and including the securities with the highest price-to-
book ratios that represent approximately half of the market capitalization of
the S&P 500.

<PAGE>

STANDARD & POOR'S/BARRA VALUE INDEX. The Standard & Poor's/Barra
Value Index is constructed by ranking the securities in the S&P 500 by
price-to-book ratio and including the securities with the lowest price-to-
book ratios that represent approximately half of the market capitalization of
the S&P 500.

STANDARD & POOR'S ("S&P") MID-CAP 400 INDEX. The S&P Mid-Cap 400
Index consists of 400 domestic stocks chosen for market size, liquidity and
industry group representation. It is a market-weighted (stock price times
shares outstanding) with each stock affecting the index in proportion to its
value. The index is comprised of industrial, utility, financial and
transportation stocks, in size order.

STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX (THE "S&P 500").
The S&P 500 is a market value- weighted and unmanaged index showing the
changes in the aggregate market value of 500 stocks relative to the base
period 1941-43. The S&P 500 is composed almost entirely of common stocks of
companies listed on the New York Stock Exchange, although the common stocks
of a few companies listed on the American Stock Exchange or traded
over-the-counter are included. The 500 companies represented include 400
industrial, 60 transportation and 40 financial services concerns. The S&P 500
represents about 80% of the market value of all issues traded on the New York
Stock Exchange. The S&P 500 is the most common index for the overall U.S.
stock market.

From time to time, articles about the Funds regarding performance,
rankings and other characteristics of the Funds may appear in publications
including, but not limited to, the publications included in Appendix A. In
particular, some or all of these publications may publish their own rankings
or performance reviews of mutual funds, including the Funds. References to or
reprints of such articles may be used in the Funds' promotional literature.
References to articles regarding personnel of Loomis Sayles who have
portfolio management responsibility may also be used in the Funds'
promotional literature. For additional information about the Funds'
advertising and promotional literature, see Appendix B.

<PAGE>

PERFORMANCE DATA*

The manner in which total return and yield of the Funds will be
calculated for public use is described above. The table summarizes the
calculation of total return and yield for the Funds, where applicable, (i)
for the one-year period ended September 30, 1999, (ii) for the three-year
period ended September 30, 1999, (iii) the five-year period ended September
30, 1999, and (iv) since the modified inception and (v) since actual
inception (as listed below) through September 30, 1999.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN

FOR THE
FOR THE THREE- FOR THE FROM FROM
CURRENT ONE-YEAR YEAR FIVE-YEAR MODIFIED ACTUAL
SEC PERIOD PERIOD PERIOD INCEPTION INCEPTION***
YIELD AT ENDED ENDED ENDED THROUGH THROUGH
9/30/99 9/30/99 9/30/99 9/30/99 9/30/99** 9/30/99
------- ------- ------- ------- --------- -------
FUND
- ----
<S> <C> <C> <C> <C> <C> <C>
Loomis Sayles California Tax-Free Income
Fund

Loomis Sayles Core Fixed Income Fund

Loomis Sayles Fixed Income Fund

Loomis Sayles High Yield Fixed Income
Fund

Loomis Sayles Intermediate Duration Fixed
Income Fund

Loomis Sayles Investment Grade Fixed
Income Fund

Loomis Sayles Provident Fund

Loomis Sayles Small Company Growth
Fund

Loomis Sayles Small Company Value Fund
</TABLE>

- -----------
* Performance (for other than _____ year periods for the _____________
Funds), would have been lower if a portion of the management fee had
not been waived by Loomis Sayles. In the absence of this limitation,
actual yield and total return would have been as follows:

[Insert table w/performance info]

** For the ______________________ Funds, the modified inception date is
______________.

*** Actual Inception Dates:

Loomis Sayles California Tax-Free Income Fund
Loomis Sayles Core Fixed Income Fund
Loomis Sayles Fixed Income Fund
Loomis Sayles High Yield Fixed Income Fund

<PAGE>

Loomis Sayles Intermediate Duration Fixed Income Fund
Loomis Sayles Investment Grade Fixed Income Fund
Loomis Sayles Provident Fund
Loomis Sayles Small Company Growth Fund
Loomis Sayles Small Company Value Fund

<PAGE>

APPENDIX A

PUBLICATIONS THAT MAY CONTAIN FUND INFORMATION

ABC and affiliates
Adam Smith's Money World
America On Line
Anchorage Daily News
Atlanta Constitution
Atlanta Journal
Arizona Republic
Austin American Statesman
Baltimore Sun
Bank Investment Marketing
Barron's
Bergen County Record (NJ)
Bloomberg Business News
Bond Buyer
Boston Business Journal
Boston Globe
Boston Herald
Broker World
Business Radio Network
Business Week
CBS and affiliates
CDA Investment Technologies
CFO
Changing Times
Chicago Sun Times
Chicago Tribune
Christian Science Monitor
Christian Science Monitor News Service
Cincinnati Enquirer
Cincinnati Post
CNBC
CNN
Columbus Dispatch
CompuServe
Dallas Morning News
Dallas Times-Herald
Denver Post
Des Moines Register
Detroit Free Press
Donoghues Money Fund Report
Dorfman, Dan (syndicated column)
Dow Jones News Service
Economist
FACS of the Week
Fee Adviser

<PAGE>

Financial News Network
Financial Planning
Financial Planning on Wall Street
Financial Research Corp.
Financial Services Week
Financial World
Fitch Insights
Forbes
Fort Worth Star-Telegram
Fortune
Fox Network and affiliates
Fund Action
Fund Decoder
Global Finance
(the) Guarantor
Hartford Courant
Houston Chronicle
INC
Indianapolis Star
Individual Investor
Institutional Investor
International Herald Tribune
Internet
Investment Advisor
Investment Company Institute
Investment Dealers Digest
Investment Profiles
Investment Vision
Investor's Daily
IRA Reporter
Journal of Commerce
Kansas City Star
KCMO (Kansas City)
KOA-AM (Denver)
LA Times
Leckey, Andrew (syndicated column)
Life Association News
Lifetime Channel
Miami Herald
Milwaukee Sentinel
Money Magazine
Money Maker
Money Management Letter
Morningstar
Mutual Fund Market News
Mutual Funds Magazine
National Public Radio
National Underwriter
NBC and affiliates
New England Business

<PAGE>

New England Cable News
New Orleans Times-Picayune
New York Daily News
New York Times
Newark Star Ledger
Newsday
Newsweek
Nightly Business Report
Orange County Register
Orlando Sentinel
Palm Beach Post
Pension World
Pensions and Investments
Personal Investor
Philadelphia Inquirer
Porter, Sylvia (syndicated column)
Portland Oregonian
Prodigy
Public Broadcasting Service
Quinn, Jane Bryant (syndicated column)
Registered Representative
Research Magazine
Resource
Reuters
Rocky Mountain News
Rukeyser's Business (syndicated column)
Sacramento Bee
San Diego Tribune
San Francisco Chronicle
San Francisco Examiner
San Jose Mercury
Seattle Post-Intelligencer
Seattle Times
Securities Industry Management
Smart Money
St. Louis Post Dispatch
St. Petersburg Times
Standard & Poor's Outlook
Standard & Poor's Stock Guide
Stanger's Investment Advisor
Stockbroker's Register
Strategic Insight
Tampa Tribune
Time
Tobias, Andrew (syndicated column)
Toledo Blade
UP
US News and World Report
USA Today
USA TV Network

<PAGE>

Value Line
Wall Street Journal
Wall Street Letter
Wall Street Week
Washington Post
WBZ
WBZ-TV
WCVB-TV
WEEI
WHDH
Worcester Telegram
World Wide Web
Worth Magazine
WRKO

<PAGE>

APPENDIX B

ADVERTISING AND PROMOTIONAL LITERATURE

Loomis Sayles Investment Trust's advertising and promotional
material may include, but is not limited to, discussions of the following
information:

Loomis Sayles Investment Trust's participation in wrap fee and no
transaction fee programs

Loomis Sayles Investment Trust's and Loomis, Sayles & Company,
L.P.'s Website

Loomis Sayles Publications, including fact sheets for each Fund

Characteristics of Loomis Sayles including the number and locations
of its offices, its investment practices and clients and assets under
management

Specific and general investment philosophies, strategies, processes
and techniques

Specific and general sources of information, economic models,
forecasts and data services utilized, consulted or considered in the course
of providing advisory or other services

Industry conferences at which Loomis Sayles participates

Current capitalization, levels of profitability and other financial
information

Identification of portfolio managers, researchers, economists,
principals and other staff members and employees and descriptions of Loomis
Sayles' resources devoted to such staff

The specific credentials of the above individuals, including but not
limited to, previous employment, current and past positions, titles and
duties performed, industry experience, educational background and degrees,
awards and honors

Specific identification of, and general reference to, current
individual, corporate and institutional clients, including pension and profit
sharing plans

Current and historical statistics relating to:

--total dollar amount of assets managed
--Loomis Sayles assets managed in total and by Fund
--the growth of assets
--asset types managed

Loomis Sayles tag line -- "Listening Harder, Delivering More" and
statements that and examples of how Loomis Sayles Investment Trust listens to
its clients and works hard to deliver results which exceed their expectations.

References may be included in Loomis Sayles Investment Trust's
advertising and promotional literature about 401(k) and retirement plans that
offer the Funds. The information may include, but is not limited to:

<PAGE>

Specific and general references to industry statistics regarding
401(k) and retirement plans including historical information and industry
trends and forecasts regarding the growth of assets, numbers or plans,
funding vehicles, participants, sponsors and other demographic data relating
to plans, participants and sponsors, third party and other administrators,
benefits consultants and firms with whom Loomis Sayles may or may not have a
relationship.

Specific and general reference to comparative ratings, rankings and
other forms of evaluation as well as statistics regarding the Fund as 401(k)
or retirement plan funding vehicles produced by industry authorities,
research organizations and publications.

38
<PAGE>

PART C. OTHER INFORMATION

Item 23. EXHIBITS

(a) Agreement and Declaration of Trust.(4)

(b) By-Laws.(4)

(d)(1) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles California Tax-Free Income Fund, and Loomis,
Sayles & Company, L.P. (1)

(d)(2) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles Core Fixed Income Fund, and Loomis, Sayles &
Company, L.P. (1)

(d)(3) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles Provident Fund, formerly known as the Loomis
Sayles Core Growth Fund, and Loomis, Sayles & Company, L.P.(1)

(d)(4) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles Fixed Income Fund, and Loomis, Sayles &
Company, L.P.(1)

(d)(5) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles High Yield Fixed Income Fund, and Loomis,
Sayles & Company, L.P.(1)

(d)(6) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles Intermediate Duration Fund, and Loomis,
Sayles & Company, L.P. (5)

(d)(7) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles Investment Grade Fixed Income Fund, and
Loomis, Sayles & Company, L.P.(1)

(d)(8) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles Small Company Growth Fund, and Loomis,
Sayles & Company, L.P. (6)

(d)(9) Investment Advisory Agreement between the Trust, on behalf of
its Loomis Sayles Small Company Value Fund, and Loomis, Sayles
& Company, L.P. (7)

(e) Not applicable.

-1-

<PAGE>

(f) Not applicable.

(g)(1) Custodian Agreement.(4)

(g)(2) Form of Letter Agreement between the Trust and State Street
Bank and Trust Company relating to the applicability of the
Custodian Agreement to Loomis Sayles Intermediate Duration
Fixed Income Fund is filed herein.

(g)(3) Form of Letter Agreement between the Trust and State Street
Bank and Trust Company relating to the applicability of the
Custodian Agreement to Loomis Sayles Small Company Growth
Fund. (7)

(g)(4) Form of Letter Agreement between the Trust and State Street
Bank and Trust Company relating to the applicability of the
Custodian Agreement to Loomis Sayles Small Company Value Fund.
(7)

(h)(1) Form of Transfer Agency Agreement.(4)

(h)(2) Form of Letter Agreement between the Trust and State Street
Bank and Trust Company relating to the applicability of the
Transfer Agency and Service Agreement to Loomis Sayles Small
Company Growth Fund. (7)

(h)(3) Form of Letter Agreement between the Trust and State Street
Bank and Trust Company relating to the applicability of the
Transfer Agency and Service Agreement to Loomis Sayles Small
Company Value Fund to be filed by amendment.

(i)(1) Opinion of Counsel.(2)

(i)(2) Form of Opinion and Consent of Counsel relating to Loomis
Sayles Small Company Growth Fund to be filed by amendment.

(i)(3) Form of Opinion and Consent of Counsel relating to Loomis
Sayles Small Company Value Fund to be filed by amendment.

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

(m) Not applicable.

(n) Not applicable.

-2-

<PAGE>

(o) Not applicable.

(p) Power of Attorney for Daniel J. Fuss.(3)

(q) Powers of Attorney for Charles J. Finlayson and Timothy J.
Hunt are filed herein.

- --------------------------------------------------------------------------------
(1) Incorporated by reference to the Exhibit to Amendment No. 8 to the Trust's
Registration Statement under the Investment Company Act of 1940 filed with the
Commission on November 13, 1996.

(2) Incorporated by reference to the Exhibit to the Trust's Registration
Statement under the Securities Act of 1933 filed with the Commission on March 7,
1997.

(3) Incorporated by reference to the Exhibit to Post-Effective Amendment No. 1
to the Trust's Registration Statement under the Securities Act of 1933 filed
with the Commission on September 5, 1997.

(4) Incorporated by reference to the Exhibit to Post-Effective Amendment No. 2
to the Trust's Registration Statement under the Securities Act of 1933 filed
with the Commission on April 21, 1998.

(5) Incorporated by reference to the Exhibit to Amendment No. 13 to the Trust's
Registration Statement under the Investment Company Act of 1940 filed with the
Commission on November 30, 1998.

(6) Incorporated by reference to the Exhibit to Amendment No. 14 to the Trust's
Registration Statement under the Investment Company Act of 1940 filed with the
Commission on January 8, 1999.

(7) Incorporated by reference to the Exhibit to Amendment No. 15 to the Trust's
Registration Statement under the Investment Company Act of 1940 filed with the
Commission on March 3, 1999.

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

Item 25. INDEMNIFICATION

Article VIII of the Registrant's Agreement and Declaration of
Trust (Exhibit (a) hereto) and Article 4 of the Registrant's
By-Laws (Exhibit (b) hereto) provide for indemnification of
its trustees and officers. The effect of these provisions is
to provide indemnification for each of the Registrant's
trustees and officers

-3-
<PAGE>

against liabilities and counsel fees reasonably incurred in
connection with the defense of any legal proceeding in which
such trustee or officer may be involved by reason of being or
having been a trustee or officer, except with respect to any
matter as to which such trustee or officer shall have been
adjudicated not to have acted in good faith and in the
reasonable belief that such trustee's or officer's action was
in the best interest of the Registrant, and except that no
trustee or officer shall be indemnified against any liability
to the Registrant or its shareholders to which such trustee or
officer otherwise would be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such trustee's or
officer's office.

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Loomis, Sayles & Company, L.P. ("Loomis Sayles"), the
investment adviser of the Registrant, provides investment
advice to the 19 series of the Loomis Sayles Funds, six series
of New England Funds Trust I, one series of New England Funds
Trust II, and two series of New England Zenith Funds, all of
which are registered investment companies, and to other
registered investment companies, organizations, and
individuals.

The sole general partner of Loomis Sayles is Loomis, Sayles &
Company, Inc., One Financial Center, Boston, Massachusetts
02111.

Item 27. PRINCIPAL UNDERWRITERS

Not applicable.

Item 28. LOCATION OF ACCOUNTS AND RECORDS

The following companies maintain possession of the documents required
by the specified rules:

(a) Registrant
Rule 31a-1(b)(4), (9), (10), (11)
Rule 31a-2(a)

(b) State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Rule 31a-1(a)
Rule 31a-1(b)(1), (2), (3), (5), (6), (7), (8)
Rule 31a-2(a)

-4-

<PAGE>

Item 29. MANAGEMENT SERVICES

Not applicable.

Item 32. UNDERTAKINGS

Not applicable.

* * * * * * * * * * *

NOTICE

A copy of the Agreement and Declaration of Trust of Loomis Sayles
Investment Trust (the "Trust") is on file with the Secretary of The Commonwealth
of Massachusetts and the Clerk of the City of Boston and notice is hereby given
that this Registration Statement has been executed on behalf of the Trust by an
officer of the Trust as an officer and not individually and by its Trustees as
trustees and not individually and that the obligations of or arising out of this
Registration Statement are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of
the Trust.

-5-

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, The Commonwealth
of Massachusetts, on the 19th day of November, 1999.

LOOMIS SAYLES INVESTMENT TRUST

By: DANIEL J. FUSS*
--------------------------------
Daniel J. Fuss
President

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

DANIEL J. FUSS* President November 19, 1999
- ----------------------------
Daniel J. Fuss

CHARLES J. FINLAYSON* Trustee November 19, 1999
- ----------------------------
Charles J. Finlayson

TIMOTHY J. HUNT* Trustee November 19, 1999
- ----------------------------
Timothy J. Hunt

MARK W. HOLLAND Treasurer November 19, 1999
- ----------------------------
Mark W. Holland

*By: MARK W. HOLLAND
---------------
Mark W. Holland
Attorney-in-fact
November 19, 1999

-6-

<PAGE>

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

(g)(2) Form of Letter Agreement between the Trust and State Street Bank
and Trust Company relating to the applicability of the Custodian
Agreement to Loomis Sayles Intermediate Duration Fixed Income
Fund.

(q) Powers of Attorney for Charles J. Finlayson and Timothy J. Hunt.

-7-

<PAGE>

[Loomis Sayles Investment Trust Letterhead]

[Date]

State Street Bank & Trust Company
Palmer Building
5th Floor North
One Heritage Drive
North Quincy, MA 02121

Gentlemen:

This is to advise you that Loomis Sayles Investment Trust (the "Fund")
has established a new series of shares to be known as Loomis Sayles Intermediate
Duration Fixed-Income Fund. In accordance with the Additional Funds provision in
Section 17 of the Custodian Contract, dated December 31, 1993 between the Fund
and State Street Bank and Trust Company, the Fund hereby requests that you act
as Custodian for the new series under the terms of the respective contract.

Please indicate your acceptance of the foregoing by executing two
copies of this Letter Agreement, returning one to the Fund and retaining one
copy for your records.

------------------------------
By: Sheila M. Barry, Secretary

Agreed to this __ day of ______, 1999

STATE STREET BANK AND TRUST COMPANY

By:
-----------------------------------

<PAGE>

POWER OF ATTORNEY

The undersigned hereby constitutes Mark W. Holland, Sheila M. Barry and
Philip R. Murray, each of them to sign for Charles J. Finlayson, in his name and
in the capacity indicated below, any and all registration statements of Loomis
Sayles Investment Trust, a Massachusetts business trust, under the Securities
Act of 1933 or the Investment Act of 1940, and generally to do all things in his
name and in his behalf to enable Loomis Sayles Investment Trust to comply with
the provisions of the Securities Act of 1933, the Investment Company Act of
1940, and all requirements and regulations of the Securities and Exchange
Commission, hereby ratifying and confirming his signature as it may be signed by
his said attorneys to any and all registration statements and amendments
thereto.

Witness my hand this 27th day of August, 1999.

/s/ Charles J. Finlayson
----------------------------
Charles J. Finlayson
Trustee

<PAGE>
POWER OF ATTORNEY

The undersigned hereby constitutes Daniel J. Fuss, Mark W. Holland and
Sheila M. Barry, and each of them singly, his true and lawful attorneys, with
full power to them and each of them to sign for him, in his name and in the
capacity indicated below, any and all registration statements of Loomis Sayles
Investment Trust, a Massachusetts business trust, under the Securities Act of
1933 or the Investment Act of 1940, and generally to do all things in his name
and in his behalf to enable Loomis Sayles Investment Trust to comply with the
provisions of the Securities Act of 1933, the Investment Company Act of 1940,
and all requirements and regulations of the Securities and Exchange Commission,
hereby ratifying and confirming his signature as it may be signed by his said
attorneys to any and all registration statements and amendments thereto.

Witness my hand this 10th day of October, 1996.

/s/ Timothy J. Hunt
----------------------------
Timothy J. Hunt
Trustee