NVEST FUNDS TRUST II
N-30D, 2000-09-08
Previous: IHOP CORP, SC 13G/A, 2000-09-08
Next: ANIXTER INTERNATIONAL INC, 424B3, 2000-09-08





                               SEMIANNUAL REPORT

================================================================================

[LOGO] NvestFunds(SM)
       Where The Best Minds Meet(R)

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

                                                        Nvest High Income Fund

                                                                 Where
                                                               The Best
                                                             Minds Meet(R)

-------------
June 30, 2000
-------------

<PAGE>
                              PRESIDENT'S MESSAGE

================================================================================

                                                                     August 2000
--------------------------------------------------------------------------------

[PHOTO]
John T. Hailer
President and Chief
Executive Officer
Nvest Funds

"No matter how you react to shifting markets, don't let short-term events derail
your long-range program. Consult your financial representative before you make
any changes."

In an effort to protect the U.S. economy from the specter of renewed inflation,
the Federal Reserve Board has raised interest rates six times in the past 12
months -- three times during the first six months of 2000. Because higher
interest rates cut into corporate profits and make financial assets less
attractive, the markets have been undergoing a period of heightened volatility.

Your choice of investment tools

Investors react to volatility in different ways. Some seek safer harbors; others
define risk as opportunity and add selectively to their portfolios. Regardless
of which type of investor you may resemble, remember that Nvest funds cover a
wide spectrum of investments, from conservative to aggressive. These include a
comprehensive family of equity and fixed-income funds that may complement your
current holdings, as well as funds that combine different investment styles in a
single portfolio.

For example, Nvest Star funds' multi-manager approach can help you through
periods of market volatility by offering you greater diversification than
single-manager funds. Each Nvest Star fund is composed of four separate segments
run by managers with distinct investment disciplines -- a strategy that allows
investors to benefit from different investment styles and diversified portfolio
holdings, seeking superior long-term results with reduced risk. We search for
the strongest candidates to manage each segment, using approaches that
complement one another in varying market conditions.

No matter how you react to shifting markets, don't let short-term events derail
your long-range program. Consult your financial representative before you make
any changes.

Nvest is poised for global growth

As you may know, Nvest Companies is under agreement to be acquired by CDC Asset
Management, a leading French institutional money management company and a major
global financial institution. CDC's expertise in European stock and bond markets
will be a resource for the premier U.S. investment management teams who manage
our funds. Nvest Funds will continue to operate independently, but with broader
resources to bring you attractive, innovative products and services. Since your
vote will be required, you will receive proxy information in September. In the
meantime, if you would like more information, you are welcome to call your
financial representative or us, or visit our web site, www.nvestfunds.com.

                                                              /s/ John T. Hailer

--------------------------------------------------------------------------------
 NOT FDIC INSURED                MAY LOSE VALUE              NO BANK GUARANTEE
--------------------------------------------------------------------------------
<PAGE>

                             NVEST HIGH INCOME FUND

================================================================================

                                        Investment Results Through June 30, 2000
--------------------------------------------------------------------------------

Putting Performance in Perspective

The charts comparing Nvest High Income Fund's performance to a benchmark index
provide you with a general sense of how your Fund performed. To put this
information in context, it may be helpful to understand the special differences
between the two. Your Fund's total return for the period shown below appears
with and without sales charges and includes Fund expenses and management fees. A
securities index measures the performance of a theoretical portfolio. Unlike a
fund, the index is unmanaged and does not have expenses that affect the results.
It is not possible to invest directly in an index. In addition, few investors
could purchase all of the securities necessary to match the index and would
incur transaction costs and other expenses, even if they could.

                                Growth of a $10,000 Investment in Class A Shares

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

                          June 1990 through June 2000

                        NAV           MSC         High Yield
        -----------------------------------------------------
         6/00        21,891        20,898        26,678
         6/99        22,716        21,694        27,043
         6/98        22,944        21,911        27,054
         6/97        20,607        19,679        24,294
         6/96        17,679        16,884        21,331
         6/95        16,200        15,471        19,448
         6/94        15,370        14,678        17,084
         6/93        14,752        14,088        16,499
         6/92        12,728        12,155        14,229
         6/91        10,176         9,718        11,432
         6/90        10,000         9,550        10,000





This illustration represents past performance and does not guarantee future
results. Share price and return will vary and you may have a gain or loss when
you sell your shares. Other classes of shares are available for which
performance, fees, and expenses will differ. All results include reinvestment of
dividends and capital gains.


                                                                               1
<PAGE>

                             NVEST HIGH INCOME FUND

================================================================================

                                         Average Annual Total Returns -- 6/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                      <C>           <C>       <C>            <C>
-------------------------------------------------------------------------------------------------
 Class A (Inception 2/22/84)             6 Months      1 Year    5 Years (4)    10 Years (4)
 Net Asset Value(1)                       -3.57%       -3.47%       6.24%          8.15%
 With Maximum Sales Charge(2)             -7.90        -7.78        5.27           7.65
-------------------------------------------------------------------------------------------------
 Class B (Inception 9/20/93)             6 Months      1 Year    5 Years (4)  Since Inception (4)
 Net Asset Value(1)                       -3.79%       -4.08%       5.53%          5.20%
 With CDSC(3)                             -8.36        -8.40        5.26           5.20
-------------------------------------------------------------------------------------------------
 Class C (Inception 3/2/98)              6 Months      1 Year  Since Inception
 Net Asset Value(1)                       -3.79%       -4.07%      -1.96%
 With CDSC(3)                             -4.71        -4.94       -1.96
-------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                             Since       Since
                                                                                             Fund's      Fund's
                                                                                            Class B     Class C
 Comparative Performance                6 Months       1 Year      5 Years     10 Years    Inception   Inception
<S>                                       <C>          <C>          <C>         <C>          <C>         <C>
 Lehman High Yield Composite Index(5)     -1.21%       -1.03%       6.52%       10.31%       7.05%       -0.31%
 Morningstar High Yield Bond Average(6)   -1.74        -0.86        6.35         9.68        6.72        -0.32
 Lipper High Current Yield Average(7)     -1.66        -0.77        6.42         9.72        6.40        -2.41
----------------------------------------------------------------------------------------------------------------
</TABLE>

These returns represent past performance and do not guarantee future results.
Share price and returns will vary and you may have a gain or loss when you sell
your shares. Recent returns may be higher or lower than those shown. The Fund's
current subadviser began managing the Fund on July 1, 1996. Results for earlier
periods reflect performance under previous subadvisers.

(1)  These results include reinvestment of any dividends and capital gains, but
     do not include a sales charge.

(2)  These results include reinvestment of any dividends and capital gains, and
     the maximum sales charge of 4.50%.

(3)  These results include reinvestment of any dividends and capital gains.
     Performance for Class B shares assumes a maximum 5.00% contingent deferred
     sales charge applied when you sell shares. Class C share performance
     assumes a 1.00% CDSC when you sell shares within one year of purchase.

(4)  This fund waived certain fees and expenses during the period indicated and
     the Fund's average annual total return would have been lower had these fees
     not been waived.

(5)  Lehman High Yield Composite Index is an unmanaged index of fixed rate,
     coupon bearing, non-investment grade bonds. You may not invest directly in
     an index. Class B since inception return is calculated from 9/30/93. Class
     C since inception return is calculated from 2/28/98.

(6)  Morningstar High Yield Bond Average is the average performance without
     sales charges of all mutual funds with a similar investment objectives as
     calculated by Morningstar, Inc.. Class B since inception return is
     calculated from 9/30/93. Class C since inception return is calculated from
     2/28/98.

(7)  Lipper High Current Yield Average is the average performance without sales
     charges of all mutual funds with a similar current investment style or
     objective as determined by Lipper Inc. Class B since inception return is
     calculated from 9/30/93. Class C since inception return is calculated from
     2/28/98.


2
<PAGE>

                             NVEST HIGH INCOME FUND

================================================================================

                                           Interview with Your Portfolio Manager
--------------------------------------------------------------------------------

On May 22, 2000, Michael Millhouse and Curt Mitchell of Loomis, Sayles & Company
became co-managers of Nvest High Income Fund. Mr. Millhouse is Executive Vice
President and Chief Investment Officer and Director, and Mr. Mitchell is a Vice
President, Portfolio Manager and Manager of Fixed Income Trading at Loomis
Sayles. Both worked alongside former manager Gary Goodenough and will continue
to manage the Fund with the same investment strategy.

Q.   How did the Fund perform during the first half of 2000?

For the six months ended June 30, 2000, Nvest High Income Fund's Class A shares
at net asset value had a total return of -3.57%. This return includes reinvested
distributions of $0.45 per share. The Fund underperformed the -1.21% return of
its benchmark, Lehman Brothers High Yield Composite Index, primarily as a result
of disappointing results from the Fund's telecommunications holdings.

Q.   What was the investment environment like, especially as it related to the
     Fund?

The markets for most corporate bonds were relatively illiquid throughout the
period; it was difficult either to buy or sell securities and prices fell as a
result. In particular, high-yield bonds reflected the volatility of the equity
markets, as investors in both areas expressed indecision by retreating to the
sidelines.

Higher short-term interest rates also played an important role in Nvest High
Income Fund's performance. Investors were concerned that if the Federal Reserve
Board succeeds in slowing the economy through repeated rate increases, companies
that issue high-yield bonds might suffer more than better-financed enterprises.
This concern over credit quality was heightened as the number of defaults among
high-yield bonds began to rise. However, most recent defaults trace back to
1996-1998, a period when even marginal companies were able to find buyers for
their securities. Our research-intensive approach to bond selection is designed
to help us avoid weaker issuers.

Other trends affecting the high-yield market included buybacks and merger and
acquisition activity. When a company uses cash or adds debt to purchase its own
stock or to acquire another business, its ability to pay interest and redeem its
bonds when they mature may come into question. Such companies risk having their
bonds downgraded by the major rating agencies.


                                                                               3
<PAGE>

                             NVEST HIGH INCOME FUND

================================================================================

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

Q.   Given that environment, what strategies did you pursue?

We added to sectors where we found improving conditions and increased the Fund's
commitment to defensive holdings -- those that enjoy relatively steady revenue
flows despite the ups and downs of the economy.

The energy industry is recovering from 1999's depressed levels, thanks to the
tripling of oil prices in the past 18 months. Gas prices are also rising quickly
and economic recovery overseas has added to demand. These industry trends and an
aggressive program of building its natural gas reserves is enabling Swift Energy
Company, an independent oil and gas company, to accelerate its capital
expenditure program while increasing its cash reserves.

Cable television has evolved from novelty to utility, producing steady cash
flows and solid earnings growth. Charter Communications and Adelphia Business
Solutions, the nation's fourth and fifth largest cable operators, respectively,
offer attractive upside potential as well as generous current yields. Some
leading waste management companies are strengthening their balance sheets by
paying down debt. We are taking advantage of the industry's strong defensive
characteristics to add to such holdings as Allied Waste.

We eliminated holdings in sectors that may be vulnerable in an economic
slowdown. For example, retailing, textiles and clothing and leisure activity
could all be hurt if consumer confidence slows significantly.

In the Philippines and in Mexico we purchased corporate and government bonds
payable in U.S. dollars. These nations' economies have been recovering smartly
from the international market upheavals of 1998.

                            Portfolio Mix -- 6/30/00

  [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]

                             BBB             2.8%
                             BB             16.8%
                             B              72.2%
                             CCC             6.8%

Portfolio holdings and asset allocation will vary.


4
<PAGE>

                             NVEST HIGH INCOME FUND

================================================================================

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

Q.   What factors hurt performance the most in the past six months?

The Fund's underperformance during the first half of 2000 is tied to its
objective of seeking high current income. Since we emphasize high yields, Nvest
High Income Fund's holdings emphasize lower quality bonds. Throughout the
period, the markets were quality-conscious. The best returns came from higher
quality securities.

Performance in the telecommunications sector was lackluster, at best, as
companies were unable to attract adequate capital. Individual selections in the
auto parts, heavy equipment leasing and manufacturing industries also fell short
of our expectations during the first half of 2000.

                             Country Mix -- 6/30/00

  [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]

                         United States            81.6%
                         Mexico                   10.7%
                         United Kingdom            4.0%
                         Philippines               1.2%
                         Mauritius                 2.5%

Portfolio holdings and asset allocation will vary.

Q.   What is your current outlook?

We believe that higher interest rates will serve the Fed's intended purpose over
the next few quarters, and that economic growth will slow but we see little
near-term prospect of a recession. In our opinion, high-yield bond prices
already reflect the prospect of a slowing economy. Furthermore, as investors
compare the volatile stock market to the generous yields currently available on
lower-quality bonds, we believe more investors will turn to the high-yield
sector. Indeed, an improvement in investor confidence became apparent late in
the period. As always, sector and issue selection will be keys to Nvest High
Income Fund's performance.

This portfolio manager's commentary reflects the conditions and actions taken
during the reporting period, which are subject to change. A shift in opinion may
result in strategic and other portfolio changes.

Nvest High Income Fund may invest in lower rated bonds, which may offer higher
yields in return for more risk. It may also invest a portion of assets in
foreign and emerging market securities, which have special risks. The Fund may
also invest in U.S. government securities, which are guaranteed if held to
maturity; mutual funds that invest in these securities are not. These risks
effect your investment's value. See a prospectus for details.


                                                                               5
<PAGE>

                             PORTFOLIO COMPOSITION

================================================================================

Investments as of June 30, 2000
(unaudited)

Bonds and Notes -- 90.3% of Total Net Assets

<TABLE>
<CAPTION>
                                                                                Ratings (c)
                                                                             -----------------
  Principal                                                                           Standard
   Amount     Description                                                    Moody's  & Poor's    Value (a)
------------------------------------------------------------------------------------------------------------
<S>           <C>                                                               <C>      <C>    <C>
              Auto -- Parts 5.3%
$ 3,800,000   Advance Holding Corp., 0/12.875%, 4/15/2009 (d) ...............   B-       B-     $  1,615,000
  2,200,000   Advance Stores Co., Inc.,  10.250%, 4/15/2008 .................   Caa1     B-        1,826,000
  4,000,000   CSK Auto, Inc.,  11.000%, 11/01/2006 ..........................   B2       B         3,580,000
                                                                                                ------------
                                                                                                   7,021,000
                                                                                                ------------
              Broadcasting -- 8.3%
  9,000,000   Charter Communications Holdings, 0/9.920%, 4/01/2011 (d) ......   B2       B+        5,130,000
  9,390,000   Fox Family Worldwide, Inc., 0/10.25%, 11/01/2007 (d) ..........   B1       B         5,892,225
                                                                                                ------------
                                                                                                  11,022,225
                                                                                                ------------
              Chemicals -- 3.0%
  4,000,000   Lyondell Chemical Co.,  10.875%, 5/01/2009 ....................   B2       B+        3,990,000
                                                                                                ------------
              Electrical Equipment -- 2.0%
  2,750,000   Motors & Gears, Inc.,  10.750%, 11/15/2006 ....................   B3       B         2,660,625
                                                                                                ------------
              Energy -- 2.8%
  3,700,000   Swift Energy Co.,  10.250%, 8/01/2009 .........................   B2       B-        3,764,750
                                                                                                ------------
              Entertainment -- 0.9%
  6,000,000   AMF Bowling Worldwide, Inc., 0/12.250%, 3/15/2006 (d) .........   B3       CCC+      1,245,000
                                                                                                ------------
              Equipment Leasing -- 3.2%
  2,700,000   United Rentals, Inc.,  9.000%, 4/01/2009 ......................   B1       BB-       2,403,000
  2,000,000   United Rentals, Inc.,  9.250%, 1/15/2009 ......................   B1       BB-       1,815,000
                                                                                                ------------
                                                                                                   4,218,000
                                                                                                ------------
              Finance & Banking -- 0.9%
  1,250,000   Finova Capital Corp. Medium Term Note,  6.824%, 3/09/2001 .....   Baa2     BBB+      1,200,813
                                                                                                ------------
              Foreign Issues -- 18.3%
  1,500,000   Alestra SA de CV, 144A,  12.125%, 5/15/2006 ...................   B2       BB-       1,410,000
  5,000,000   Alestra SA de CV, 144A,  12.625%, 5/15/2009 ...................   B2       BB-       4,531,250
  3,250,000   Altos Hornos de Mexico SA de CV,  11.875%, 4/30/2004 (e) (f) ..   B3       D         1,308,125
  5,000,000   Dolphin Telecom PLC, 0/14.000%, 5/15/2009 (d) .................   Caa2     CCC+      1,775,000
  3,700,000   Euramax International PLC,  11.250%, 10/01/2006 ...............   B3       B         3,533,500
  1,750,000   Philippine Long Distance Telephone Co.,  10.500%, 4/15/2009 ...   Ba2      BB+       1,565,084
  4,500,000   Pindo Deli Finance Mauritius Ltd.,  10.250%, 10/01/2002 .......   B3       CCC+      3,251,250
  6,500,000   TFM SA, 0/11.750%, 6/15/2009 (d) ..............................   B2       B+        4,468,750
  2,000,000   United Mexican States,  11.500%, 5/15/2026 ....................   Baa3     BB+       2,410,000
                                                                                                ------------
                                                                                                  24,252,959
                                                                                                ------------
</TABLE>


6               See accompanying notes to financial statements.
<PAGE>

                       PORTFOLIO COMPOSITION -- continued

================================================================================

Investments as of June 30, 2000
(unaudited)

Bonds and Notes -- continued

<TABLE>
<CAPTION>
                                                                                Ratings (c)
                                                                             -----------------
  Principal                                                                           Standard
   Amount     Description                                                    Moody's  & Poor's    Value (a)
------------------------------------------------------------------------------------------------------------
<S>           <C>                                                               <C>      <C>    <C>
              Industrials -- 12.8%
$ 5,330,000   Continental Global Group, Inc.,  11.000%, 4/01/2007 ...........   B2       B-     $  1,559,025
  3,000,000   Formica Corp.,  10.875%, 3/01/2009 ............................   B3       B-        2,355,000
  11,000,000  Huntsman ICI Chemicals, 144A, Zero Coupon, 12/31/2009 .........   B3       B+        3,685,000
  2,750,000   RBF Finance Co.,  11.375%, 3/15/2009 ..........................   Ba3      BB-       2,997,500
  6,315,000   Stone Container Corp., 12.250%, 4/01/2002 .....................   B3       B-        6,346,575
                                                                                                ------------
                                                                                                  16,943,100
                                                                                                ------------
              Publishing -- 1.7%
  4,000,000   Liberty Group Publishing, Inc., 0/11.625%, 2/01/2009 (d) ......   Caa2     CCC+      2,240,000
                                                                                                ------------
              Restaurants -- 3.5%
  4,750,000   Dominos, Inc.,  10.375%, 1/15/2009 ............................   B3       B-        4,429,375
                                                                                                ------------
              Telecommunications -- 22.2%
  6,500,000   Intermedia Communications, Inc., 0/12.250%, 3/01/2009 (d) .....   B3       CCC+      3,981,250
  4,250,000   Nextel International, Inc., 0/12.125%, 4/15/2008 (d) ..........   Caa1     B-        2,783,750
  2,600,000   Nextel Partners, Inc., 0/14.000%, 2/01/2009 (d) ...............   B3       CCC+      1,807,000
  6,960,000   Nextlink Communications, Inc., 0/12.250%, 6/01/2009 (d) .......   B2       B         4,315,200
  1,500,000   Nextlink Communications, Inc.,  10.750%, 11/15/2008 ...........   B2       B         1,485,000
  3,500,000   NTL Communications Corp.,  11.500%, 10/01/2008 ................   B3       B-        3,500,000
  3,000,000   NTL, Inc., 0/9.750%, 4/01/2008 (d) ............................   B3       B-        1,882,500
  4,715,000   RCN Corp., 0/11.250%, 10/15/2007 (d) ..........................   B3       B-        2,946,875
  4,615,000   RCN Corp., 0/9.800%, 2/15/2008 (d) ............................   B3       B-        2,549,787
  2,400,000   Williams Communications Group, Inc.,  10.700%, 10/01/2007 .....   B2       BB-       2,394,000
  1,775,000   Williams Communications Group, Inc.,  10.875%, 10/01/2009 .....   B2       BB-       1,743,938
                                                                                                ------------
                                                                                                  29,389,300
                                                                                                ------------
              Utilities -- 2.2%
  2,957,679   Panda Funding Corp.,  11.625%, 8/20/2012 ......................   Ba3      BB-       2,913,314
                                                                                                ------------
              Waste Management -- 3.2%
  5,000,000   Allied Waste Industries, Inc.,  10.000%, 8/01/2009 ............   B2       B+        4,200,000
                                                                                                ------------
              Total Bonds and Notes (Identified Cost $141,143,133) ..........                    119,490,461
                                                                                                ------------
</TABLE>


                 See accompanying notes to financial statements.               7
<PAGE>

                       PORTFOLIO COMPOSITION -- continued

================================================================================

Investments as of June 30, 2000
(unaudited)

<TABLE>
<CAPTION>
Common Stock 0.0%

            Shares   Description                                                                  Value (a)
------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>
            1,750    Ameriking, Inc. (f) .....................................................  $     17,500
            1,237    Mothers Work, Inc. (f) ..................................................        13,916
                                                                                                ------------
                     Total Common Stock (Identified Cost $81,073) ............................        31,416
                                                                                                ------------

Preferred Stock -- 7.0%
------------------------------------------------------------------------------------------------------------
            3,463    Adelphia Business Solutions, Inc. 12.875%, 10/15/2007, (pay-in-kind) ....     3,185,576
          114,043    Ameriking, Inc. 13.000%, 12/01/2008, (pay-in-kind) ......................       940,855
           35,400    CSC Holdings, Inc. 11.125%, 04/01/2001, (pay-in-kind) ...................     3,734,700
           55,476    Liberty Group Publishing, Inc. 14.750%, 02/01/2010, (pay-in-kind) .......     1,206,598
           30,737    Nebco Evans Holding Co. 11.250%, 03/01/2008, (pay-in-kind) ..............        11,527
           15,000    Superior National Capital Trust, 144A, 10.75%, 12/1/2017, ...............       153,750
                                                                                                ------------
                     Total Preferred Stock (Identified Cost $13,051,407) .....................     9,233,006
                                                                                                ------------
                     Total Investments 97.3% (Identified Cost $154,275,613) (b) ..............   128,754,883
                     Other assets less liabilities ...........................................     3,559,597
                                                                                                ------------
                     Total Net Assets 100% ...................................................  $132,314,480
                                                                                                ============

     (a)  See Note 1a of Notes to the Financial Statements.

     (b)  Federal Tax Information: At June 30, 2000 the net unrealized
          depreciation on investments based on cost for federal income
          tax purposes of $154,275,613 was as follows:
          Aggregate gross unrealized appreciation for all investments in
          which  there is an  excess  of value  over tax cost ................................  $    855,872
          Aggregate gross unrealized depreciation for all investments in
          which there is an excess of tax cost over value ....................................   (26,376,602)
                                                                                                ------------
          Net unrealized depreciation ........................................................  $(25,520,730)
                                                                                                ============
</TABLE>
          At December 31, 1999 the fund had a net tax basis capital loss
          carryover of $1,938,176 of which $1,019,386 expires on December 31,
          2004 and $918,790 expires on December 31, 2007. This may be available
          to offset future realized capital gains, if any, to the extent
          provided by regulations.

     (c)  The ratings shown are believed to be the most recent ratings available
          at June 30, 2000. Securities are generally rated at the time of
          issuance. The rating agencies may revise their rating from time to
          time. As a result, there can be no assurance that the same ratings
          would be assigned if the securities were rated at June 30, 2000. The
          Fund's subadviser independently evaluates the Fund's portfolio
          securities and in making investment decisions does not rely solely on
          the ratings of agencies.

     (d)  Debt obligation initially issued in zero coupon form which converts to
          coupon form at a specified rate and date.

     (e)  Issuer filed petition under Chapter 11 of Federal Bankruptcy Code.

     (f)  Non-income producing security.

   144A   Securities exempt from registration under Rule 144A of the Securities
          Act of 1933. These securities may be resold in transactions exempt
          from registration, normally to qualified institutional buyers. At the
          period end, the value of these securities amounted to $9,780,000 or
          7.4% of net assets.


8                See accompanying notes to financial statements.
<PAGE>

                        STATEMENT OF ASSETS & LIABILITIES

================================================================================

June 30, 2000
(unaudited)

<TABLE>
<S>                                                                             <C>              <C>
ASSETS
  Investments at value (Identified cost $154,275,613) ........................                   $ 128,754,883
  Cash .......................................................................                          20,604
  Investment held as collateral for loaned securities ........................                      22,278,180
  Receivable for:
    Fund shares sold .........................................................                         182,635
    Securities sold ..........................................................                       3,057,604
    Dividends and interest ...................................................                       2,570,994
                                                                                                 -------------
                                                                                                   156,864,900
LIABILITIES
  Payable for:
    Collateral on securities loaned, at value ................................  $  22,278,180
    Securities purchased .....................................................      1,202,959
    Fund shares redeemed .....................................................        337,706
    Dividends declared .......................................................        639,452
  Accrued expenses:
    Management fees ..........................................................          7,477
    Deferred trustees' fees ..................................................         12,940
    Accounting and administrative ............................................          3,981
    Other ....................................................................         67,725
                                                                                -------------
                                                                                                    24,550,420
                                                                                                 -------------
NET ASSETS ...................................................................                   $ 132,314,480
                                                                                                 =============
  Net Assets consist of:
    Paid in capital ..........................................................                   $ 168,995,461
    Overdistributed net investment income ....................................                        (551,851)
    Accumulated net realized gains (losses) ..................................                     (10,608,400)
    Unrealized appreciation (depreciation) on investments ....................                     (25,520,730)
                                                                                                 -------------

NET ASSETS ...................................................................                   $ 132,314,480
                                                                                                 =============
Computation of net asset value and offering price:

Net asset value and redemption price of Class A shares
  ($63,109,558 / 8,333,243  shares of beneficial interest) ...................                      $     7.57
                                                                                                    ==========

Offering price per share (100 / 95.50 of $7.57) ..............................                      $     7.93*
                                                                                                    ==========

Net asset value and offering price of Class B shares
  ($61,820,305 / 8,157,261  shares of beneficial interest) ...................                      $     7.58**
                                                                                                    ==========

Net asset value and offering price of Class C shares
  ($7,384,617 / 974,721 shares of beneficial interest) .......................                      $     7.58**
                                                                                                    ==========
</TABLE>

*    Based upon single purchases of less than $100,000.
     Reduced sales charges apply for purchases in excess of this amount.

**   Redemption price per share is equal to net asset value less any applicable
     contingent deferred sales charges.


                 See accompanying notes to financial statements.               9
<PAGE>

                             STATEMENT OF OPERATIONS

================================================================================

Six Months Ended June 30, 2000
(unaudited)

<TABLE>
<S>                                                                             <C>             <C>
INVESTMENT INCOME
  Dividends ..............................................................                      $    689,856
  Interest ...............................................................                         7,719,631
  Securities lending income ..............................................                            29,575
                                                                                                ------------
                                                                                                   8,439,062
  Expenses
    Management fees ......................................................      $    486,395
    Service fees - Class A ...............................................            82,749
    Service and distribution fees - Class B ..............................           323,087
    Service and distribution fees - Class C ..............................            40,773
    Trustees' fees and expenses ..........................................             6,073
    Accounting and administrative ........................................            21,885
    Custodian ............................................................            40,451
    Transfer agent .......................................................           124,197
    Audit and tax services ...............................................            22,889
    Legal ................................................................             3,180
    Printing .............................................................            14,815
    Registration .........................................................            24,482
    Miscellaneous ........................................................             6,325
                                                                                ------------
  Total expenses .........................................................                         1,197,301
                                                                                                ------------
  Net investment income ..................................................                         7,241,761
                                                                                                ------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

  Realized gain (loss) on investments - net ..............................                        (4,081,713)
  Unrealized appreciation (depreciation) on investments - net ............                        (8,645,164)
                                                                                                ------------
  Net gain (loss) on investment transactions .............................                       (12,726,877)
                                                                                                ------------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS ....................                      $ (5,485,116)
                                                                                                ============
</TABLE>


10                See accompanying notes to financial statements.
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS

================================================================================

June 30, 2000
(unaudited)

<TABLE>
<CAPTION>
                                                                                            Year Ended            Six Months Ended
                                                                                           December 31,               June 30,
                                                                                               1999                     2000
                                                                                          -------------            -------------
<S>                                                                                       <C>                      <C>
FROM OPERATIONS

  Net investment income ..........................................................        $  15,253,382            $   7,241,761
  Net realized gain (loss) on investments ........................................           (5,350,213)              (4,081,713)
  Net unrealized appreciation (depreciation) on investments ......................           (4,841,831)              (8,645,164)
                                                                                          -------------            -------------
  Increase (decrease) in net assets from operations ..............................            5,061,338               (5,485,116)
                                                                                          -------------            -------------

FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income
    Class A ......................................................................           (7,920,629)              (3,675,174)
    Class B ......................................................................           (6,647,632)              (3,351,792)
    Class C ......................................................................             (921,961)                (422,229)
  In excess of net investment income
    Class A ......................................................................              (68,380)                       0
    Class B ......................................................................              (57,390)                       0
    Class C ......................................................................               (7,960)                       0
                                                                                          -------------            -------------
                                                                                            (15,623,952)              (7,449,195)
                                                                                          -------------            -------------
INCREASE (DECREASE) IN NET ASSETS
  DERIVED FROM CAPITAL SHARE TRANSACTIONS ........................................           23,429,833               (8,695,836)
                                                                                          -------------            -------------
Total increase (decrease) in net assets ..........................................           12,867,219              (21,630,147)

NET ASSETS
  Beginning of the period ........................................................          141,077,408              153,944,627
                                                                                          -------------            -------------
  End of the period ..............................................................        $ 153,944,627            $ 132,314,480
                                                                                          =============            =============

UNDISTRIBUTED (OVERDISTRIBUTED) NET INVESTMENT INCOME
  End of the period ..............................................................        $    (344,417)           $    (551,851)
                                                                                          =============            =============
</TABLE>


                 See accompanying notes to financial statements.              11
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                                            Class A
                                                            ---------------------------------------------------------------------
                                                                                                                       Six Months
                                                                             Year Ended December 31,                      Ended
                                                            --------------------------------------------------------    June 30,
                                                              1995        1996        1997        1998        1999        2000
                                                            --------    --------    --------    --------    --------    --------
<S>                                                         <C>         <C>         <C>         <C>         <C>         <C>
Net Asset Value, Beginning of the Period ................   $   8.89    $   8.98    $   9.42    $   9.94    $   8.86    $   8.30
                                                            --------    --------    --------    --------    --------    --------
Income From Investment Operations
Net Investment Income ...................................       0.88        0.84        0.87        0.92        0.89        0.43
Net Realized and Unrealized Gain (Loss) on
  Investments ...........................................       0.13        0.44        0.52       (1.08)      (0.54)      (0.71)
                                                            --------    --------    --------    --------    --------    --------
Total From Investment Operations ........................       1.01        1.28        1.39       (0.16)       0.35       (0.28)
                                                            --------    --------    --------    --------    --------    --------
Less Distributions
Dividends From Net Investment Income ....................      (0.88)      (0.83)      (0.87)      (0.92)      (0.90)      (0.45)
Distributions in Excess of Net Investment Income ........      (0.04)      (0.01)       0.00        0.00       (0.01)       0.00
                                                            --------    --------    --------    --------    --------    --------
Total Distributions .....................................      (0.92)      (0.84)      (0.87)      (0.92)      (0.91)      (0.45)
                                                            --------    --------    --------    --------    --------    --------
Net Asset Value, End of the Period ......................   $   8.98    $   9.42    $   9.94    $   8.86    $   8.30    $   7.57
                                                            ========    ========    ========    ========    ========    ========
Total Return (%) (a) ....................................       11.8        14.9        15.4        (1.8)        4.0        (3.6)
Ratio of Operating Expenses to Average Net Assets (%) (b)       1.60        1.53        1.36        1.32        1.28        1.33(c)
Ratio of Net Investment Income to Average Net Assets (%)        9.71        9.32        9.03        9.81       10.22       10.81(c)
Portfolio Turnover Rate .................................         30         134          99          75          89          33
Net Assets, End of the Period (000) .....................   $ 39,148    $ 42,992    $ 62,739    $ 73,023    $ 74,589    $ 63,110

The subadviser to the Fund prior to July 1, 1996 was Back Bay Advisors, L.P.
Effective July 1, 1996 Loomis, Sayles & Company, L.P. became the subadviser to
the Fund.

(a)  A sales charge is not reflected in total return calculations.

(b)  The ratio of operating expenses to average net assets without giving effect
     to voluntary expense limitations in effect in 1995 and 1996 would have been
     (%) ................................................       1.72        1.69          --          --          --          --

(c)  Computed on an annualized basis.
</TABLE>


12                See accompanying notes to financial statements.
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                                            Class B
                                                            ---------------------------------------------------------------------
                                                                                                                       Six Months
                                                                             Year Ended December 31,                      Ended
                                                            --------------------------------------------------------    June 30,
                                                              1995        1996        1997        1998        1999        2000
                                                            --------    --------    --------    --------    --------    --------
<S>                                                         <C>         <C>         <C>         <C>         <C>         <C>
Net Asset Value, Beginning of the Period ................   $   8.88    $   8.98    $   9.42    $   9.93    $   8.85    $   8.30
                                                            --------    --------    --------    --------    --------    --------
Income From Investment Operations
Net Investment Income ...................................       0.83        0.79        0.80        0.85        0.82        0.40
Net Realized and Unrealized Gain (Loss) on
  Investments ...........................................       0.13        0.42        0.51       (1.08)      (0.53)      (0.70)
                                                            --------    --------    --------    --------    --------    --------
Total From Investment Operations ........................       0.96        1.21        1.31       (0.23)       0.29       (0.30)
                                                            --------    --------    --------    --------    --------    --------
Less Distributions
Dividends From Net Investment Income ....................      (0.81)      (0.76)      (0.80)      (0.85)      (0.83)      (0.42)
Distributions in Excess of Net Investment Income ........      (0.05)      (0.01)       0.00        0.00       (0.01)       0.00
                                                            --------    --------    --------    --------    --------    --------
Total Distributions .....................................      (0.86)      (0.77)      (0.80)      (0.85)      (0.84)      (0.42)
                                                            --------    --------    --------    --------    --------    --------
Net Asset Value, End of the Period ......................   $   8.98    $   9.42    $   9.93    $   8.85    $   8.30    $   7.58
                                                            ========    ========    ========    ========    ========    ========
Total Return (%) (a) ....................................       11.2        14.1        14.4        (2.5)        3.3        (3.8)
Ratio of Operating Expenses to Average Net Assets (%) (b)       2.25        2.19        2.11        2.07        2.03        2.08(c)
Ratio of Net Investment Income to Average Net Assets (%)        8.96        8.33        8.28        9.06        9.47       10.07(c)
Portfolio Turnover Rate .................................         30         134          99          75          89          33
Net Assets, End of the Period (000) .....................   $ 10,625    $ 17,767    $ 42,401    $ 60,322    $ 70,218    $ 61,820

The subadviser to the Fund prior to July 1, 1996 was Back Bay Advisors, L.P.
Effective July 1, 1996 Loomis, Sayles & Company, L.P. became the subadviser to
the Fund.

(a)  A contingent deferred sales charge is not reflected in total return
     calculations.

(b)  The ratio of operating expenses to average net assets without giving effect
     to voluntary expense limitations in effect in 1995 and 1996 would have been
     (%) ................................................       2.37        2.35          --          --          --          --

(c)  Computed on an annualized basis.
</TABLE>


                 See accompanying notes to financial statements.              13
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                                          Class C
                                                                    --------------------------------------------------
                                                                     March 2(a)              Year           Six Months
                                                                      through               Ended             Ended
                                                                    December 31,         December 31,        June 30,
                                                                     ---------            ---------         ---------
                                                                        1998                 1999              2000
                                                                     ---------            ---------         ---------
<S>                                                                  <C>                  <C>               <C>
Net Asset Value, Beginning of the Period .......................     $    9.96            $    8.85         $    8.30
                                                                     ---------            ---------         ---------
Income From Investment Operations
Net Investment Income ..........................................          0.69                 0.82              0.40
Net Realized and Unrealized Gain (Loss) on Investments .........         (1.08)               (0.53)            (0.70)
                                                                     ---------            ---------         ---------
Total From Investment Operations ...............................         (0.39)                0.29             (0.30)
                                                                     ---------            ---------         ---------
Less Distributions
Distributions From Net Investment Income .......................         (0.72)               (0.83)            (0.42)
Distributions in Excess of Net Investment Income ...............          0.00                (0.01)             0.00
                                                                     ---------            ---------         ---------
Total Distributions ............................................         (0.72)               (0.84)            (0.42)
                                                                     ---------            ---------         ---------
Net Asset Value, End of the Period .............................     $    8.85            $    8.30         $    7.58
                                                                     =========            =========         =========
Total Return (%) (b) ...........................................          (4.1)                 3.3              (3.8)
Ratio of Operating Expenses to Average Net Assets (%) ..........          2.07(c)              2.03              2.08(c)
Ratio of Net Investment Income to Average Net Assets (%) .......          9.06(c)              9.47             10.07(c)
Portfolio Turnover Rate ........................................            75                   89                33
Net Assets, End of the Period (000) ............................     $   7,732            $   9,138         $   7,385
</TABLE>

The subadviser to the Fund prior to July 1, 1996 was Back Bay Advisors, L.P.
Effective July 1, 1996 Loomis, Sayles & Company, L.P. became the subadviser to
the Fund.

(a)  Commencement of operations.

(b)  A contingent deferred sales charge is not reflected in total return
     calculations.

(c)  Computed on an annualized basis.


14                See accompanying notes to financial statements.
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

1. Significant Accounting Policies. The Fund is a series of Nvest Funds Trust
II, a Massachusetts business trust (the "Trust"), and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. The Fund seeks high current income plus the
opportunity for capital appreciation to produce a high total return. The
Declaration of Trust permits the Trustees to issue an unlimited number of shares
of the Trust in multiple series (each such series is a "Fund").

The Fund offers Class A, Class B and Class C shares. Class A shares are sold
with a maximum front end sales charge of 4.50%. Class B shares do not pay a
front end sales charge, but pay a higher ongoing distribution fee than Class A
shares for eight years (at which point they automatically convert to Class A
shares), and are subject to a contingent deferred sales charge if those shares
are redeemed within six years of purchase (or five years if purchased before May
1, 1997). Class C shares do not pay a front end sales charge and do not convert
to any other class of shares, but they do pay a higher ongoing distribution fee
than Class A shares and may be subject to a contingent deferred sales charge if
those shares are redeemed within one year. Expenses of the Fund are borne pro
rata by the holders of each class of shares, except that each class bears
expenses unique to that class (including the Rule 12b-1 service and distribution
fees applicable to such class), and votes as a class only with respect to its
own Rule 12b-1 Plan. Shares of each class would receive their pro rata share of
the net assets of the Fund, if the Fund were liquidated. In addition, the
Trustees approve separate dividends on each class of shares.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with accounting principles generally accepted in the
United States for investment companies. The preparation of financial statements
in accordance with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts and
disclosures in the financial statements. Actual results could differ from those
estimates.

a. Security Valuation. Equity securities are valued on the basis of valuations
furnished by a pricing service, authorized by the Board of Trustees, which
service provides the last reported sale price for securities listed on an
applicable securities exchange or on the NASDAQ national market system, or, if
no sale was reported and in the case of over-the-counter securities not so
listed, the last reported bid price. Debt securities (other than short-term
obligations with a remaining maturity of less than sixty days) are valued on the
basis of valuations furnished by a pricing service, authorized by the Board of
Trustees, which service determines valuations for normal, institutional-size
trading units of such securities using market information, transactions for
comparable securities and various relationships between securities which are
generally recognized by institutional traders. Short-term obligations with a
remaining maturity of less than sixty days are stated at amortized cost, which
approximates market value. All other securities and assets are valued at their
fair value as determined in good faith by the Fund's adviser, and subadviser,
under the supervision of the Fund's Trustees.

b. Security Transactions and Related Investment Income. Security transactions
are accounted for on the trade date. Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual basis. Interest
income is increased by the accretion of original issue discount and/or market
discount. In determining net gain or loss on securities sold, the cost of
securities has been determined on the identified cost basis.


                                                                              15
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- continued

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

c. Federal Income Taxes. The Fund intends to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies, and to
distribute to its shareholders all of its income and any net realized capital
gains at least annually. Accordingly, no provision for federal income tax has
been made.

d. Dividends and Distributions to Shareholders. Dividends are declared daily to
shareholders of record at the time and are paid monthly. The timing and
characterization of certain income and capital gains distributions are
determined in accordance with federal tax regulations which may differ from
generally accepted accounting principles. These differences primarily relate to
capital loss carryforwards and post October losses. Permanent book and tax basis
differences relating to shareholder distributions will result in
reclassifications to capital accounts.

e. Repurchase Agreements. The Fund, through its custodian, receives delivery of
the underlying securities collateralizing repurchase agreements. It is the
Fund's policy that the market value of the collateral be at least equal to 100%
of the repurchase price. The Fund's subadviser is responsible for determining
that the value of the collateral is at all times at least equal to the
repurchase price. Repurchase agreements could involve certain risks in the event
of default or insolvency of the other party including possible delays or
restrictions upon the Fund's ability to dispose of the underlying securities.

2. Purchases and Sales of Securities. For the six months ended June 30, 2000
purchases and sales of securities (excluding short-term investments) were
$44,703,739 and $44,173,771, respectively.

3a. Management Fees and Other Transactions with Affiliates. The Fund pays gross
management fees to its investment adviser, Nvest Funds Management, L.P. ("Nvest
Management") at the annual rate of 0.70% of the first $200 million of the Fund's
average daily net assets and 0.65% of such assets in excess of $200 million,
reduced by the payment to the Fund's investment subadviser Loomis, Sayles &
Company L.P. ("Loomis Sayles") at the rate of 0.35% of the first $200 million of
the Fund's average daily net assets and 0.30% of such assets in excess of $200
million of the Fund's average daily net assets. Certain officers and directors
of Nvest Management are also officers or Trustees of the Fund. Nvest Management
and Loomis Sayles are wholly owned subsidiaries of Nvest Companies, L.P.
("Nvest") which is a subsidiary of Metropolitan Life Insurance Company (see Note
9).

Fees earned by Nvest Management and Loomis Sayles under the management
agreements in effect during the six months ended June 30, 2000 are as follows:

         Fees Earned
         -----------
         Nvest  Management          $ 243,198
         Loomis Sayles                243,197
                                    ---------
                                    $ 486,395
                                    =========

The effective annualized management fee for the six months ended June 30, 2000
was 0.70%.

b. Accounting and Administrative Expense. Nvest Services Company, Inc. ("NSC")
is a wholly owned subsidiary of Nvest and performs certain accounting and
administrative services for the Fund. The Fund pays NSC a


16
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- continued

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

group fee for these services equal to the annual rate of 0.035% of the first $5
billion of Nvest Funds' average daily net assets, 0.0325% of the next $5 billion
of the Nvest Funds' average daily net assets, and 0.03% of the Nvest Funds'
average daily net assets in excess of $10 billion. For the six months ended June
30, 2000, these expenses amounted to $21,885, and are shown separately in the
financial statements as accounting and administrative. The effective annualized
accounting and administrative expense for the six months ended June 30, 2000 was
0.034%.

c. Service and Distribution Fees. Pursuant to Rule 12b-1 under the 1940 Act, the
Trust has adopted a Service Plan relating to the Fund's Class A shares (the
"Class A Plan") and Service and Distribution Plan relating to the Fund's Class B
and Class C shares (the "Class B and Class C Plans").

Under the Class A Plan, the Fund pays Nvest Funds Distributor, L.P. ("Nvest
Funds"), the Fund's distributor (a wholly owned subsidiary of Nvest) a monthly
service fee at the annual rate of up to 0.25% of the average daily net assets
attributable to the Fund's Class A shares, as reimbursement for expenses
(including certain payments to securities dealers, who may be affiliated with
Nvest Funds) incurred by Nvest Funds in providing personal services to investors
in Class A shares and/or the maintenance of shareholder accounts. For the six
months ended June 30, 2000, the Fund paid Nvest Funds $82,749 in fees under the
Class A Plan.

Under the Class B and Class C Plans, the Fund pays Nvest Funds a monthly service
fee at the annual rate of up to 0.25% of the average daily net assets
attributable to the Fund's Class B and Class C shares, as compensation for
services provided and expenses (including certain payments to securities
dealers, who may be affiliated with Nvest Funds) incurred by Nvest Funds in
providing personal services to investors in Class B and Class C shares and/or
the maintenance of shareholder accounts. For the six months ended June 30, 2000,
the Fund paid Nvest Funds $80,772 and $10,193 in service fees under the Class B
and Class C Plans, respectively.

Also under the Class B and Class C Plans, the Fund pays Nvest Funds a monthly
distribution fee at the annual rate of up to 0.75% of the average daily net
assets attributable to the Fund's Class B and Class C shares, as compensation
for services provided and expenses (including certain payments to securities
dealers, who may be affiliated with Nvest Funds) incurred by Nvest Funds in
connection with the marketing or sale of Class B and Class C shares. For the six
months ended June 30, 2000, the Fund paid Nvest Funds $242,315 and $30,580 in
distribution fees under the Class B and Class C Plans, respectively.

Commissions (including contingent deferred sales charges) on Fund shares paid to
Nvest Funds by investors in shares of the Fund during the six months ended June
30, 2000 amounted to $334,719.

d. Transfer Agent Fees. NSC is the transfer and shareholder servicing agent to
the Fund and Boston Financial Data Services ("BFDS") serves as a sub-transfer
agent for the Fund. NSC receives account fees for Class A, Class B and Class C
shareholder accounts. NSC and BFDS are also reimbursed by the Fund for
out-of-pocket expenses. For the six months ended June 30, 2000, the Fund paid
NSC $91,713 as compensation for its services as transfer agent.

e. Trustees Fees and Expenses. The Fund does not pay any compensation directly
to its officers or Trustees who are directors, officers or employees of Nvest
Management, Nvest Funds, Nvest, NSC or their affiliates. Each other


                                                                              17
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- continued

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

Trustee receives a retainer fee at the annual rate of $40,000 and meeting
attendance fees of $3,500 for each meeting of the Board of Trustees attended.
Each committee member receives an additional retainer fee at the annual rate of
$6,000 while each committee chairman receives a retainer fee (beyond the $6,000
fee) at the annual rate of $4,000. These fees are allocated to the various Nvest
Funds based on a formula that takes into account, among other factors, the
relative net assets of each Fund.

A deferred compensation plan is available to the Trustees on a voluntary basis.
Each participating Trustee will receive an amount equal to the value that such
deferred compensation would have been, had it been invested in the Fund or
certain other Nvest Funds on the normal payment date. Deferred amounts remain in
the Funds until distributed in accordance with the Plan.

4. Concentration of Credit; Lower Rated Securities. The Fund invests in
securities offering high current income which generally will be rated below
investment grade by recognized rating agencies. Certain of these lower rated
securities are regarded as predominantly speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of the obligations
and generally involve more credit risk than securities in higher rating
categories. In addition, the trading market for lower rated securities may be
less liquid than the market for higher-rated securities.

5. Capital Shares. At June 30, 2000 there was an unlimited number of shares of
beneficial interest authorized, divided into three classes, Class A, Class B and
Class C. Transactions in capital shares were as follows:

<TABLE>
<CAPTION>
                                                                       Year Ended                           Six Months
                                                                    December 31, 1999                  Ended June 30, 2000
                                                               ---------------------------         ---------------------------
Class A                                                          Shares          Amount              Shares          Amount
-------                                                        ---------      ------------         ---------      ------------
<S>                                                            <C>            <C>                  <C>            <C>
Shares sold ................................................   2,776,755      $ 24,331,756         1,189,844      $  9,412,267
Shares issued in connection with the reinvestment of:
  Dividends from net investment income .....................     596,642         5,169,476           296,550         2,309,474
                                                               ---------      ------------         ---------      ------------
                                                               3,373,397        29,501,232         1,486,394        11,721,741
Shares repurchased .........................................  (2,630,575)      (22,779,736)       (2,141,599)      (17,046,901)
                                                               ---------      ------------         ---------      ------------
Net increase (decrease) ....................................     742,822      $  6,721,496          (655,205)     $ (5,325,160)
                                                               ---------      ------------         ---------      ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                       Year Ended                           Six Months
                                                                    December 31, 1999                  Ended June 30, 2000
                                                               ---------------------------         ---------------------------
Class B                                                          Shares          Amount              Shares          Amount
-------                                                        ---------      ------------         ---------      ------------
<S>                                                            <C>            <C>                  <C>            <C>
Shares sold ................................................   3,309,644      $ 29,017,220         1,023,572      $  8,045,178
Shares issued in connection with the reinvestment of:
  Dividends from net investment income .....................     307,591         2,663,895           165,394         1,288,840
                                                               ---------      ------------         ---------      ------------
                                                               3,617,235        31,681,115         1,188,966         9,334,018
Shares repurchased .........................................  (1,975,114)      (17,078,385)       (1,486,860)      (11,715,412)
                                                               ---------      ------------         ---------      ------------
Net increase (decrease) ....................................   1,642,121      $ 14,602,730          (297,894)     $ (2,381,394)
                                                               ---------      ------------         ---------      ------------
</TABLE>


18
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- continued

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

<TABLE>
<CAPTION>
                                                                         Year Ended                           Six Months
                                                                      December 31, 1999                  Ended June 30, 2000
                                                                 ---------------------------         ---------------------------
  Class C                                                          Shares          Amount              Shares          Amount
  -------                                                        ---------      ------------         ---------      ------------
  <S>                                                            <C>            <C>                 <C>             <C>
  Shares sold ................................................     490,356      $  4,353,871           138,382      $  1,098,304
  Shares issued in connection with the reinvestment of:
    Dividends from net investment income .....................      62,774           533,304            33,878           264,046
                                                                 ---------      ------------         ---------      ------------
                                                                   553,130         4,887,175           172,260         1,362,350
  Shares repurchased .........................................    (325,690)       (2,781,568)         (298,401)       (2,351,632)
                                                                 ---------      ------------         ---------      ------------
  Net increase (decrease) ....................................     227,440      $  2,105,607          (126,141)     $   (989,282)
                                                                 ---------      ------------         ---------      ------------

Increase derived from capital shares transactions ............   2,612,383      $ 23,429,833        (1,079,240)     $ (8,695,836)
                                                                 =========      ============        ==========      ============
</TABLE>

6. Line of Credit. The Fund along with the other portfolios that comprise the
Nvest Funds (the "Funds") participate in a $100,000,000 committed line of credit
provided by Citibank, N.A. under a credit agreement (the "Agreement") dated
March 3, 2000. Advances under the Agreement are taken primarily for temporary or
emergency purposes. Borrowings under the Agreement bear interest at a rate tied
to one of several short-term rates that may be selected from time to time. In
addition, the Funds are charged a facility fee equal to 0.08% per annum on the
unused portion of the line of credit. The annual cost of maintaining the line of
credit and the facility fee is apportioned pro rata among the participating
Funds. There were no borrowings as of or during the six months ended June 30,
2000.

7. Security Lending. The Fund has entered into an agreement with a third party
to lend its securities. The loans are collateralized at all times with cash or
securities with a market value at least equal to the market value of the
securities on loan. The Fund receives fees for lending its securities. At June
30, 2000 the Fund had on loan securities having a market value of $21,718,629
collateralized by cash in the amount of $22,278,180 which was invested in a
short-term instrument.

8. Concentration of Risk. The Fund had the following geographic concentration in
excess of 10% of its total net assets at June 30, 2000: Mexico 10.7 % and United
States 81.6%. The Fund pursues its objectives by investing in domestic and
foreign securities. There are certain risks involved in investing in foreign
securities which are in addition to the usual risks inherent in domestic
investments. These risks include those resulting from future adverse political
or economic developments and the possible imposition of currency exchange
blockages or other foreign governmental laws or restrictions.

9. Subsequent Event. Nvest, L.P., and its affiliated operating partnership,
Nvest Companies, L.P., have entered into an agreement for CDC Asset Management
to acquire all of their outstanding partnership units. CDC Asset Management is
the investment management arm of France's Caisse des Depots et Consignations,
which is a major diversified financial institution. Nvest will be renamed CDC
Asset Management-North America and it will continue to use the holding company
structure. Nvest affiliates will retain their investment independence, brand
names, management and operating autonomy. The transaction will not affect daily
operations of the Nvest Funds or the investment management activities of the
Funds' investment advisers or subadvisers.

Consummation of the transaction with CDC is subject to a number of
contingencies, including regulatory approvals and approval of the unitholders of
Nvest, L.P. and Nvest Companies L.P. Under the rules for mutual funds the
transaction may result in a change of control for the Nvest affiliates.
Consequently, it is anticipated that the Nvest affiliates will seek approval of
new agreements from the Board of Trustees and shareholders prior to the
consummation of the transaction. The transaction is expected to close in the
fourth quarter of 2000.


                                                                              19
<PAGE>

================================================================================

                          NVEST MUNICIPAL INCOME FUND
                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
              NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

                        Supplement dated August 21, 2000
    to Nvest Bond Funds Prospectus Classes A, B and C and Nvest Massachusetts
  Tax Free Income Fund and Nvest Intermediate Term Tax Free Fund of California
                      Prospectuses, each dated May 1, 2000


John Maloney has become co-manager of the Funds, joining James Welch. Mr.
Maloney, Vice President at Back Bay Advisors, has been with the company since
1989. Mr. Maloney has a B.A. in Economics from the University of Massachusetts
and has 17 years of investment experience.


20
<PAGE>

                                   NVEST FUNDS

================================================================================


      LARGE-CAP EQUITY FUNDS                GLOBAL/INTERNATIONAL EQUITY
        Capital Growth Fund                     Star Worldwide Fund
        Kobrick Growth Fund                  International Equity Fund
           Growth Fund
      Growth and Income Fund                  CORPORATE INCOME FUNDS
           Balanced Fund                 Short Term Corporate Income Fund
          Star Value Fund                        Bond Income Fund
                                                 High Income Fund
       ALL-CAP EQUITY FUNDS                   Strategic Income Fund
        Star Advisers Fund
       Kobrick Capital Fund                  GOVERNMENT INCOME FUNDS
          Bullseye Fund                 Limited Term U.S. Government Fund
        Equity Income Fund                  Government Securities Fund

      SMALL-CAP EQUITY FUNDS                    MONEY MARKET FUNDS*
        Star Small Cap Fund                    Cash Management Trust
   Kobrick Emerging Growth Fund           Tax Exempt Money Market Trust

                                    * Investments in money market funds are not
                                      insured or guaranteed by the FDIC or any
                                                 government agency.


                              TAX-FREE INCOME FUNDS
                              Municipal Income Fund
                           Intermediate Term Tax Free
                               Fund of California
                       Massachusetts Tax Free Income Fund


To learn more, and for a free prospectus, contact your financial representative.

                    Visit our Web site at www.nvestfunds.com
                          Nvest Funds Distributor, L.P.
                               399 Boylston Street
                                Boston, MA 02116
                             Toll Free 800-225-5478

     This material is authorized for distribution to prospective investors when
it is preceded or accompanied by the Fund's current prospectus, which contains
information about distribution charges, management and other items of interest.
Investors are advised to read the prospectus carefully before investing.

     Nvest Funds Distributor, L.P, and other firms selling shares of Nvest Funds
are members of the National Association of Securities Dealers, Inc. (NASD). As a
service to investors, the NASD has asked that we inform you of the availability
of a brochure on its Public Disclosure Program. The program provides access to
information about securities firms and their representatives. Investors may
obtain a copy by contacting the NASD at 800-289-9999 or by visiting their Web
site at www.NASDR.com.


<PAGE>

[LOGO] Nvest Funds(SM)
       Where The Best Minds Meet(R)



          HP58-0600
[LOGO] Printed On Recycled Paper

<PAGE>
<PAGE>


                                SEMIANNUAL REPORT

================================================================================


[LOGO] Nvest Funds(SM)
       Where The Best Minds Meet(R)

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


                                                       Nvest Short Term
                                                  Corporate Income Fund


                                                               Where
                                                             The Best
                                                           Minds Meet(R)




-----------------
  June 30, 2000
-----------------


<PAGE>

                              PRESIDENT'S MESSAGE

================================================================================

                                                                     August 2000
--------------------------------------------------------------------------------


[PHOTO]
John T. Hailer
President and Chief
Executive Officer
Nvest Funds

"No matter how you react to shifting markets, don't let short-term events derail
your long-range program. Consult your financial representative before you make
any changes."

In an effort to protect the U.S. economy from the specter of renewed inflation,
the Federal Reserve Board has raised interest rates six times in the past 12
months -- three times during the first six months of 2000. Because higher
interest rates cut into corporate profits and make financial assets less
attractive, the markets have been undergoing a period of heightened volatility.

Your choice of investment tools

Investors react to volatility in different ways. Some seek safer harbors; others
define risk as opportunity and add selectively to their portfolios. Regardless
of which type of investor you may resemble, remember that Nvest funds cover a
wide spectrum of investments, from conservative to aggressive. These include a
comprehensive family of equity and fixed-income funds that may complement your
current holdings, as well as funds that combine different investment styles in a
single portfolio.

For example, Nvest Star funds' multi-manager approach can help you through
periods of market volatility by offering you greater diversification than
single-manager funds. Each Nvest Star fund is composed of four separate segments
run by managers with distinct investment disciplines -- a strategy that allows
investors to benefit from different investment styles and diversified portfolio
holdings, seeking superior long-term results with reduced risk. We search for
the strongest candidates to manage each segment, using approaches that
complement one another in varying market conditions.

No matter how you react to shifting markets, don't let short-term events derail
your long-range program. Consult your financial representative before you make
any changes.

Nvest is poised for global growth

As you may know, Nvest Companies is under agreement to be acquired by CDC Asset
Management, a leading French institutional money management company and a major
global financial institution. CDC's expertise in European stock and bond markets
will be a resource for the premier U.S. investment management teams who manage
our funds. Nvest Funds will continue to operate independently, but with broader
resources to bring you attractive, innovative products and services. Since your
vote will be required, you will receive proxy information in September. In the
meantime, if you would like more information, you are welcome to call your
financial representative or us, or visit our web site, www.nvestfunds.com.

                                                              /s/ John T. Hailer


--------------------------------------------------------------------------------
 NOT FDIC INSURED             MAY LOSE VALUE           NO BANK GUARANTEE
--------------------------------------------------------------------------------


<PAGE>

                     NVEST SHORT TERM CORPORATE INCOME FUND

================================================================================

                                        Investment Results Through June 30, 2000
--------------------------------------------------------------------------------

Putting Performance in Perspective

The charts comparing Nvest Short Term Corporate Income Fund's performance to a
benchmark index provide you with a general sense of how your Fund performed. To
put this information in context, it may be helpful to understand the special
differences between the two. Your Fund's total return for the period shown below
appears with and without sales charges and includes Fund expenses and management
fees. A securities index measures the performance of a theoretical portfolio.
Unlike a fund, the index is unmanaged and has no expenses that affect the
results. It is not possible to invest directly in an index. In addition, few
investors could purchase all of the securities necessary to match the index and
would incur transaction costs and other expenses, even if they could.


                                Growth of a $10,000 Investment in Class A Shares

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

                         October 1991 through June 2000

                      NAV           MSC    LB Mutual Fd Short
         -----------------------------------------------------------
         6/00        14,685        14,248        17,517
         6/99        14,053        13,631        16,294
         6/98        13,724        13,312        15,532
         6/97        13,034        12,643        14,427
         6/96        12,243        11,876        13,432
         6/95        11,588        11,241        12,683
         6/94        10,936        10,608        11,528
         6/93        10,789        10,465        11,366
         6/92        10,282         9,974        10,398
         6/91        10,000         9,700        10,000


This illustration represents past performance and does not guarantee future
results. Share price and return will vary and you may have a gain or loss when
you sell your shares. Other classes of shares are available for which
performance, fees and expenses will differ. All results include reinvestment of
dividends and capital gains.



                                                                               1
<PAGE>

                     NVEST SHORT TERM CORPORATE INCOME FUND

================================================================================

                                         Average Annual Total Returns -- 6/30/00
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    Class A (Inception 10/18/91)         6 Months            1 Year              5 Years        Since Inception
<S>                                        <C>                <C>                 <C>                 <C>
    Net Asset Value(1,4)                    1.93%              3.34%              4.60%               4.52%
    With Maximum Sales Charge(2,4)         -1.17               0.25               3.96                4.15
---------------------------------------------------------------------------------------------------------------
    Class B (Inception 9/13/93)          6 Months            1 Year              5 Years        Since Inception
    Net Asset Value(1,4)                    1.56%              2.57%              3.83%               3.54%
    With CDSC(3,4)                         -3.39              -2.30               3.51                3.54
---------------------------------------------------------------------------------------------------------------
    Class C (Inception 12/7/98)          6 Months            1 Year          Since Inception
    Net Asset Value(1,4)                    1.42%              2.42%              1.86%
    With CDSC(3,4)                          0.43               1.45               1.86
---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                         Since      Since       Since
                                                                                         Fund's     Fund's      Fund's
                                                                                         Class A    Class B     Class C
    Comparative Performance                           6 Months     1 Year    5 Years     Inception  Inception   Inception
<S>                                                     <C>        <C>         <C>         <C>        <C>         <C>
    LB Mutual Fund Short (1-5)
    Inv. Grade Debt Index(5)                            2.71%       4.31%      6.04%       6.65%      5.85%       3.48%
    Morningstar Short Term Bond Average(6)              2.88        4.32       5.24        5.58       4.86        3.34
    Lipper Short Term Investment Grade Avg.(7)          2.67        4.40       5.28        5.59       4.93        3.74
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes to Charts

These returns represent past performance and do not guarantee future results.
Share price and return will vary and you may have a gain or loss when you sell
your shares. Recent returns may be higher or lower than those shown.

(1)  These results include reinvestment of any dividends and capital gains, but
     do not include a sales charge.

(2)  These results include reinvestment of any dividends and capital gains, and
     the maximum sales charge of 3.00%.

(3)  These results include reinvestment of any dividends and capital gains.
     Performance for Class B shares assumes a maximum 5.00% contingent deferred
     sales charge applied when you sell shares. Class C share performance
     assumes a 1.00% CDSC when you sell shares within one year of purchase.

(4)  This fund waived certain fees and expenses during the period indicated and
     the Fund's average annual total return would have been lower had these fees
     not been waived.

(5)  Lehman Brothers Mutual Fund Short (1-5) Investment Grade Debt Index is an
     unmanaged index including all publicly issued, fixed-rate, nonconvertible
     investment-grade domestic corporate debt with maturities of 1 to 5 years.
     You may not invest directly in an index. Class A since-inception return is
     calculated from 10/31/91. Class B since-inception return is calculated from
     9/30/93. Class C since-inception return is calculated from 12/31/98.

(6)  Morningstar Short Term Bond Average is the average performance without
     sales charges of all mutual funds with a similar investment objective as
     calculated by Morningstar, Inc. Class A since-inception return is
     calculated from 10/31/91. Class B since-inception return is calculated from
     9/30/93. Class C since-inception return is calculated from 12/31/98.

(7)  Lipper Short Term Investment Grade Average is the average performance
     without sales charges of all mutual funds with a similar current investment
     style or objective as determined by Lipper Inc. Class A since-inception
     return is calculated from 10/31/91. Class B since-inception return is
     calculated from 9/30/93. Class C since-inception return is calculated from
     12/31/98.



2
<PAGE>

                     NVEST SHORT TERM CORPORATE INCOME FUND

================================================================================

                                          Interview with Your Portfolio Managers
--------------------------------------------------------------------------------


[PHOTO]

[PHOTO]
Scott Nicholson
Richard Raczkowski
Back Bay Advisors, L.P.

Q.   How did Nvest Short Term Corporate Income Fund perform during the first
     half of 2000?

For the six months ended June 30, 2000, Nvest Short Term Corporate Income
provided a total return of 1.93% based on the net asset value of Class A shares.
The Fund's return included $0.21 per share in dividends reinvested during the
period. For the same period the Fund's benchmark, Lehman Brothers Mutual Fund
Short (1-5) Investment Grade Debt Index, returned 2.71%. The Fund lagged its
benchmark primarily as a result of reversals experienced by two of its financial
holdings, both of which remain in the portfolio because we believe turnarounds
are likely.

The 30-Day yield on Class A shares of Nvest Short Term Corporate Income Fund was
6.27% as of June 30, 2000.  Your yield depends on when you bought your shares
and  what you paid for them.

Q.   What was the investment environment like during the period?

The fixed-income markets continued to languish during the first quarter of 2000,
as investors remained focused on the stock market, extending last year's trend.
During the second quarter, strong turbulence in the equity markets drove many
investors back to fixed-income securities, but their primary target was the
top-rated government sector. Thanks to a booming economy, the government has
been issuing relatively little new debt and using budget surpluses to buy back
old issues with longer maturities. But while renewed demand and diminished
supply combined to boost prices of Treasury securities, demand on the corporate
side remained weak despite an influx of new issues. The net result was a
widening "spread" -- the difference in yield -- between government and corporate
bonds. Yield spreads that existed at the end of June typically only occur during
harsh economic times, not during a booming economy.

Meanwhile, in May the Federal Reserve Board raised rates for the third time this
year -- the sixth time in the past 12 months. The May hike raised nominal yields
on corporate bonds to levels not seen for several years, sending bond prices
down. This effect was greatest in the lower rated sector.



                                                                               3
<PAGE>

                     NVEST SHORT TERM CORPORATE INCOME FUND

================================================================================


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

Q.   What strategies did you use to manage the portfolio in this environment?

We raised the portfolio's credit rating from an average of A at the end of 1999
(as measured by Standard & Poor's) to A+ as of June 30, 2000. Corporate
securities accounted for 71.6% of assets at the end of June, down from 82.7% at
the  beginning of the year, while AAA-rated government and government agency
securities and cash equivalents rose to 28.4% of the Fund's total assets. In an
effort to reduce Nvest Short Term Corporate Income Fund's sensitivity to
declining interest rates, we also shortened the Fund's duration to 1.73 years at
the end of June, compared with 2.12 years at the beginning of the year. Duration
is an estimate of how much a bond's price is likely to fluctuate in response to
changing interest rates. The shorter the duration, the lower the volatility and
vice versa.

Q.   You said that some holdings had a negative impact on my Fund's performance.
     Which were these and which securities performed well?

In addition to the broad trends affecting the market as a whole, Nvest Short
Term Corporate Income Fund's performance was impacted when a few of our holdings
were downgraded. Finova Capital, a commercial lender, reported large loan
write-offs as its chairman was retiring, and the giant insurance company,
Conseco, stumbled badly when it diversified into consumer lending. Prices of
these companies' bonds dropped sharply and finance companies as a group went
under a cloud. The Fund's Kansas Gas & Electric bonds were also downgraded when
its holding company split in two, leaving the majority of its debt with the
entity in which the Fund was an investor. We believe that turnarounds are likely
in each case, and continue to hold these securities.

Positive performance came from the Fund's mortgage-backed securities, as well as
from our holdings in Lockheed Martin and Raytheon, two defense industry
companies that are in a recovery mode.



4
<PAGE>

                     NVEST SHORT TERM CORPORATE INCOME FUND

================================================================================


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

                            Portfolio Mix -- 6/30/00

 [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]

          Corporate & Other Bonds & Notes                   71.6%
          Federal Agencies                                  16.3%
          U.S. Government                                    6.0%
          Short Term & Other                                 6.1%

Portfolio holdings and asset allocation will vary.


Q.   What's your current outlook?

We look for a price recovery in the corporate sector. Yield spreads are still
very wide, historically, and the economic data released in June was
comparatively weak. The prospect of renewed inflation -- always a concern for
the Fed as well as for bondholders -- is heightened when the economy is running
at high speed. However, we are waiting for further evidence of a slowdown before
significantly extending your Fund's duration or increasing its corporate
exposure. And even then, we will maintain your Fund's emphasis on bonds with
strong credit quality and liquidity, because slower growth is likely to
adversely effect corporate profits.

There is substantial money on the sidelines, much of which may be poised to
re-enter the fixed-income markets. We are optimistic that, once the economy's
future direction becomes clearer, corporate bonds will recover, providing
attractive total returns for Nvest Short Term Corporate Income Fund
shareholders.

This portfolio managers' commentary reflects the conditions and actions taken
during the reporting period, which are subject to change. A shift in opinion may
result in strategic and other portfolio changes.

Nvest Short Term Corporate Income Fund invests primarily in short-term corporate
securities, including lower rated bonds that may offer higher yields in return
for more risk and mortgage securities that are subject to prepayment risk. The
Fund may also invest in foreign and emerging market securities which have
special risks. It may also invest in securities issued by the U.S. government
and Treasury securities; although the U.S. government guarantees such securities
if held to maturity, mutual funds that invest in these securities are not
guaranteed. These risks affect your investment's value. See a prospectus for
details. Frequent portfolio turnover may increase your risk of greater tax
liability, which could lower your return from this Fund.



                                                                               5
<PAGE>

                             PORTFOLIO COMPOSITION

================================================================================

Investments as of June 30, 2000
(unaudited)

Bonds and Notes -- 93.9% of Total Net Assets

<TABLE>
<CAPTION>
                                                                                 Ratings (c)
                                                                            ---------------------
    Principal                                                                          Standard
     Amount       Description                                                 Moody's  & Poor's     Value (a)
---------------------------------------------------------------------------------------------------------------
<S>               <C>                                                           <C>       <C>      <C>
                  Asset Backed -- 6.6%
$     1,500,000   Americredit Automobile,  7.150%, 8/12/2004..................  Aaa       AAA      $  1,495,785
      1,000,000   Green Tree Financial Corp. 6.670%,  7/15/2030 ..............  NA        AAA           989,680
      2,000,000   WFS Financial Owner Trust 7.750%,  11/20/2004 ..............  Aaa       AAA         2,013,120
                                                                                                   ------------
                                                                                                      4,498,585
                                                                                                   ------------
                  Banks -- 5.1%
      1,500,000   Bank of America,  7.875%, 5/16/2005.........................  Aa2       A+          1,519,683
      2,000,000   Wells Fargo & Co.,  6.625%, 7/15/2004.......................  Aa2       A+          1,952,546
                                                                                                   ------------
                                                                                                      3,472,229
                                                                                                   ------------
                  Broadcast Media -- 1.5%
      1,000,000   Continental Cablevision, Inc.,  8.500%, 9/15/2001...........  A2        AA-         1,013,944
                                                                                                   ------------
                  Computer Software & Services -- 1.5%
      1,000,000   Sun Microsystems, Inc.,  7.000%, 8/15/2002..................  Baa1      BBB+          994,995
                                                                                                   ------------
                  Consumer Goods & Services -- 2.9%
      2,000,000   Black & Decker Corp.,  6.625%, 11/15/2000...................  Baa2      BBB         1,996,718
                                                                                                   ------------
                  Electric Utilities -- 6.1%
      2,500,000   Houston Lighting & Power Co.,  8.150%, 5/01/2002............  A3        BBB-        2,532,358
      1,675,672   Kansas Gas & Electric Co.,  6.760%, 9/29/2003...............  Ba2       BB-         1,606,684
                                                                                                   ------------
                                                                                                      4,139,042
                                                                                                   ------------
                  Federal Agencies -- 16.3%
        480,735   Federal Home Loan Mortgage Corp., 7.290%, 3/1/2025 (d)......  Aaa       AAA           494,330
      1,500,000   Federal Home Loan Mortgage Corp., 7.350%,  2/28/2003........  Aaa       AAA         1,505,490
      1,371,016   Federal Home Loan Mortgage Corp., 7.370%, 10/15/2023 (d)....  Aaa       AAA         1,374,444
        185,215   Federal Home Loan Mortgage Corp., 7.480%, 12/1/2025 (d).....  Aaa       AAA           188,514
      1,974,564   Federal Home Loan Mortgage Corp., 7.500%,  8/1/2009.........  Aaa       AAA         1,980,329
        426,318   Federal Home Loan Mortgage Corp., 7.600%, 12/1/2022 (d).....  Aaa       AAA           433,578
        305,469   Federal National Mortgage Association, 6.000%, 9/1/2023(d)..  Aaa       AAA           292,297
        656,322   Federal National Mortgage Association, 6.470%, 1/1/2020(d)..  Aaa       AAA           643,708
        222,039   Federal National Mortgage Association, 6.540%, 6/1/2019(d)..  Aaa       AAA           217,772
        296,898   Federal National Mortgage Association, 7.020%, 7/1/2023(d)..  Aaa       AAA           302,836
        219,506   Federal National Mortgage Association, 7.090%, 5/1/2020(d)..  Aaa       AAA           222,113
        154,169   Federal National Mortgage Association, 7.140%, 8/1/2017(d)..  Aaa       AAA           155,736
      2,080,372   Federal National Mortgage Association, 7.500%,  8/1/2013....  Aaa       AAA         2,083,638
        368,295   Federal National Mortgage Association, 7.540%, 5/1/2025(d)..  Aaa       AAA           375,373
        818,332   Federal National Mortgage Association, 7.940%, 1/1/2024(d)..  Aaa       AAA           841,990
                                                                                                   ------------
                                                                                                     11,112,148
                                                                                                   ------------
                  Finance -- 14.7%
      1,000,000   Conseco, Inc.,  7.600%, 6/21/2001...........................  Ba1       BB-           780,000
      2,000,000   Conseco, Inc.,  7.875%, 12/15/2000..........................  Ba1       BB-         1,770,000
      1,000,000   Daimler Chrysler North America Holding,  7.125%, 4/10/2003..  A1        A+            995,876
      1,500,000   Finova Capital Corp.,  7.250%, 11/08/2004...................  Baa2      BBB+        1,322,478
</TABLE>


6                See accompanying notes to financial statements.
<PAGE>

                       PORTFOLIO COMPOSITION -- CONTINUED

================================================================================

Investments as of June 30, 2000
(unaudited)

Bonds and Notes -- continued

<TABLE>
<CAPTION>
                                                                                 Ratings (c)
                                                                             -------------------
    Principal                                                                          Standard
     Amount       Description                                                 Moody's  & Poor's     Value (a)
--------------------------------------------------------------------------------------------------------------
<S>               <C>                                                           <C>      <C>      <C>
                  Finance -- continued
$     1,000,000   Ford Motor Credit Co.,  7.500%, 6/15/2003.................    A2A      --       $    996,209
      1,200,000   Ford Motor Credit Co.,  6.541%, 7/16/2002.................    A2       A           1,201,733
      1,500,000   General Motors Acceptance Corp.,  7.625%, 6/15/2004.......    A2       --          1,503,165
      1,500,000   Lehman Brothers Holdings, Inc.  7.750%, 1/15/2005.........    A3       A           1,487,161
                                                                                                  ------------
                                                                                                    10,056,622
                                                                                                  ------------
                  Food & Beverages -- 3.5%
      2,500,000   Aramark Services, Inc.,  6.750%, 8/01/2004................    Baa3     BBB-        2,371,505
                                                                                                  ------------
                  Industrials -- 9.7%
      1,500,000   International Paper Co.,  7.670%, 7/08/2002...............    Baa1     BBB+        1,499,644
      1,000,000   Lockheed Martin Corp.,  6.850%, 5/15/2001.................    Baa3     BBB-          995,629
      2,150,000   Norfolk Southern Corp.,  6.950%, 5/01/2002................    Baa1     BBB         2,133,497
      2,000,000   Raytheon Co.,  7.900%, 3/01/2003..........................    Baa2     BBB-        2,010,698
                                                                                                  ------------
                                                                                                     6,639,468
                                                                                                  ------------
                  Machinery -- 2.9%
      2,000,000   John Deere Capital Corp.,  7.000%, 10/15/2002 ............    A2       A+          1,983,538
                                                                                                  ------------
                  Retail-Department Store -- 5.8%
      2,000,000   Dayton Hudson Corp.,  6.400%, 2/15/2003 ..................    A2       A-          1,959,094
      2,000,000   Federated Department Stores, Inc.,  8.500%, 6/15/2003 ....    Baa1     BBB+        2,034,608
                                                                                                  ------------
                                                                                                     3,993,702
                                                                                                  ------------
                  Retail-Food & Drug -- 5.4%
      2,700,000   Dole Foods, Inc.,  6.750%, 7/15/2000 .....................    Baa3     BBB-        2,697,724
      1,000,000   Rite Aid Corp., 144A,  6.000%, 12/15/2000 ................    B3       B-            972,500
                                                                                                  ------------
                                                                                                     3,670,224
                                                                                                  ------------
                  Telecommunications -- 5.9%
      1,300,000   Deutsche Telekom International Finance BV,
                     7.750%, 6/15/2005 .....................................    Aa2      AA-         1,311,037
      1,000,000   Sprint Capital Corp.,  7.625%, 6/10/2002 .................    Baa1     BBB+          999,290
      1,700,000   Vodafone Airtouch PLC, 144A,  6.962%, 12/19/2001 .........    A2       A-          1,698,407
                                                                                                  ------------
                                                                                                     4,008,734
                                                                                                  ------------
                  U.S. Government -- 6.0%
      1,500,000   United States Treasury Notes 6.750%,  5/15/2005 ..........    Aaa      AAA         1,534,920
      2,500,000   United States Treasury Notes 8.000%,  5/15/2001 ..........    Aaa      AAA         2,530,850
                                                                                                  ------------
                                                                                                     4,065,770
                                                                                                  ------------
                  Total Bonds and Notes (Identified Cost $65,355,348)...............                64,017,224
                                                                                                  ------------
</TABLE>


                 See accompanying notes to financial statements.               7
<PAGE>

                       PORTFOLIO COMPOSITION -- CONTINUED

================================================================================

Investments as of June 30, 2000
(unaudited)

Short Term Investments -- 3.9%

<TABLE>
<CAPTION>
   Principal
    Amount        Description                                                                       Value (a)
--------------------------------------------------------------------------------------------------------------
<S>               <C>                                                                             <C>
$     2,700,000   Household Finance Corp. 6.880%, 7/03/2000.....................                  $  2,698,968
                                                                                                  ------------
                  Total Short Term Investments (Identified Cost $2,698,968).....                     2,698,968
                                                                                                  ------------
                  Total Investments -- 97.8% (Identified Cost $68,054,316) (b)..                    66,716,192
                  Other assets less liabilities.................................                     1,467,434
                                                                                                  ------------
                  Total Net Assets -- 100%......................................                  $ 68,183,626
                                                                                                  ============

 (a)   See Note 1a of Notes to Financial Statements.

 (b)   Federal Tax Information: At June 30, 2000 the net unrealized depreciation
       on investments based on cost for federal income tax purposes of
       $68,054,316 was as follows:

       Aggregate gross unrealized appreciation for all investments in which there
       is an excess value over tax cost.........................................                  $    118,748

       Aggregate gross unrealized depreciation for all investments in which there
       is an excess of tax cost over value......................................                    (1,456,872)
                                                                                                  ------------
       Net unrealized depreciation .............................................                  $ (1,338,124)
                                                                                                  ============

       At December 31, 1999 the Fund had a capital loss carryover of
       approximately $17,601,473 of which $5,625,994 expires on December 31,
       2002, $6,075,626 expires on December 31, 2003, $2,134,629 expires on
       December 31, 2004, $455,288 expires on December 31, 2005, $1,444,376
       expires on December 31, 2006, and $1,865,560 expires on December 31,
       2007. This may be available to offset future realized capital gains, if
       any, to the extent provided by regulations.

 (c)   The ratings shown are believed to be the most recent ratings available at
       June 30, 2000. Securities are generally rated at the time of issuance.
       The rating agencies may revise their ratings from time to time. As a
       result, there can be no assurance that the same ratings would be assigned
       if the securities were rated at June 30, 2000. The Fund's subadviser
       independently evaluates the Fund's portfolio securities and in making
       investment decisions does not rely solely on the ratings of agencies.

 (d)   Variable rate mortgage backed securities. The interest rates change on
       these instruments monthly based on changes in a designated base rate. The
       rates shown were those in effect at June 30, 2000.

144A   Securities exempt from registration under Rule 144A of the Securities Act
       of 1933. These securities may be resold in transactions exempt from
       registration, normally to qualified institutional buyers. At the period
       end, the value of these securities amounted to $2,670,907 or 3.92% of the
       net assets.
</TABLE>


8                See accompanying notes to financial statements.
<PAGE>

                        STATEMENT OF ASSETS & LIABILITIES

================================================================================

June 30, 2000
(unaudited)

<TABLE>
<S>                                                                          <C>              <C>
ASSETS
 Investments at value (Identified cost $68,054,316) ...................                       $ 66,716,192
   Cash ...............................................................                             44,004
   Receivable for:
   Fund shares sold ...................................................                             28,367
   Securities sold ....................................................                          2,132,833
   Dividends and interest .............................................                            821,359
                                                                                              ------------
                                                                                                69,742,755

LIABILITIES
 Payable for:
   Securities purchased ...............................................      $  1,297,738
   Fund shares redeemed ...............................................            54,101
   Dividends declared .................................................           110,652
 Accrued expenses:
   Management fees ....................................................            30,671
   Deferred trustees' fees ............................................            16,469
   Transfer agent .....................................................            10,460
   Accounting and administrative ......................................             3,966
      Other ...........................................................            35,072
                                                                             ------------
                                                                                                 1,559,129
                                                                                              ------------
NET ASSETS ............................................................                       $ 68,183,626
                                                                                              ============
 Net Assets consist of:
   Paid in capital ....................................................                       $ 88,771,706
   Undistributed net investment income ................................                            117,403
   Accumulated net realized gains (losses) ............................                        (19,367,359)
   Unrealized appreciation (depreciation) on investments ..............                        (1,338,124)
                                                                                              ------------
NET ASSETS ............................................................                       $ 68,183,626
                                                                                              ============

 Computation of net asset value and offering price:
 Net asset value and redemption price of Class A shares
   ($64,330,082/9,273,004 shares of beneficial interest) ..............                       $       6.94
                                                                                              ============
 Offering price per share (100/97 of $6.94) ...........................                       $       7.15*
                                                                                              ============
 Net asset value and offering price of Class B shares
   ($3,401,183/491,011 shares of beneficial interest) .................                       $       6.93**
                                                                                              ============
 Net asset value and offering price of Class C shares
   ($452,361/65,331 shares of beneficial interest) ....................                       $       6.92**
                                                                                              ============
</TABLE>

 *   Based upon single purchases of less than $100,000.
     Reduced sales charges apply for purchases in excess of this amount.

**   Redemption price per share is equal to net asset value less any applicable
     contingent deferred sales charges.


                 See accompanying notes to financial statements.               9
<PAGE>

                             STATEMENT OF OPERATIONS

================================================================================

Six Months Ended June 30, 2000
(unaudited)

<TABLE>
<S>                                                                <C>            <C>
INVESTMENT INCOME
   Interest ....................................................                  $ 2,575,489

   Expenses
      Management fees ..........................................   $   196,987
      Service fees - Class A ...................................        84,644
      Service and distribution fees - Class B ..................        17,382
      Service and distribution fees - Class C ..................         2,199
      Trustees' fees and expenses ..............................         4,635
      Accounting and administrative ............................        10,713
      Custodian ................................................        34,770
      Transfer agent ...........................................        50,878
      Audit and tax services ...................................        15,189
      Legal ....................................................         1,474
      Printing .................................................         7,058
      Registration .............................................        19,550
      Miscellaneous ............................................         6,704
                                                                   -----------
   Total expenses ..............................................       452,183
   Less expenses waived by the investment adviser and subadviser      (163,960)       288,223
                                                                   -----------    -----------
   Net investment income .......................................                    2,287,266

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Realized gain (loss) on Investments - net ...................                   (1,422,890)
   Unrealized appreciation (depreciation) on Investments - net .                      423,298
                                                                                  -----------
   Net gain (loss) on investment transactions ..................                     (999,592)
                                                                                  -----------

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS ..........                  $ 1,287,674
                                                                                  ===========
</TABLE>


10                See accompanying notes to financial statements.
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS

================================================================================

(unaudited)

<TABLE>
<CAPTION>
                                                                 Year Ended        Six Months Ended
                                                                December 31,           June 30,
                                                                    1999                 2000
                                                                ------------         ------------
<S>                                                             <C>                  <C>
FROM OPERATIONS
   Net investment income ...............................        $  5,027,620         $  2,287,266
   Net realized gain (loss) on investments .............          (1,915,031)          (1,422,890)
   Unrealized appreciation (depreciation) on investments          (1,507,524)             423,298
                                                                ------------         ------------
   Increase (decrease) in net assets from operations ...           1,605,065            1,287,674
                                                                ------------         ------------

FROM DISTRIBUTIONS TO SHAREHOLDERS
   Net investment income
       Class A .........................................          (4,845,836)          (1,984,901)
       Class B .........................................            (188,779)             (89,075)
       Class C .........................................             (22,276)             (11,354)
                                                                ------------         ------------
                                                                  (5,056,891)          (2,085,330)
                                                                ------------         ------------
INCREASE (DECREASE) IN NET ASSETS
   DERIVED FROM CAPITAL SHARE TRANSACTIONS .............         (16,246,001)          (7,983,643)
                                                                ------------         ------------
Total increase (decrease) in net assets ................         (19,697,827)          (8,781,299)
                                                                ------------         ------------
NET ASSETS

   Beginning of the period .............................          96,662,752           76,964,925
                                                                ------------         ------------
   End of the period ...................................        $ 76,964,925         $ 68,183,626
                                                                ============         ============
UNDISTRIBUTED (OVERDISTRIBUTED) NET INVESTMENT INCOME
   End of the period ...................................        $    (84,533)        $    117,403
                                                                ============         ============
</TABLE>


                 See accompanying notes to financial statements.              11
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                            Class A
                                               -----------------------------------------------------------------------------
                                                                                                                  Six Months
                                                                    Year Ended December 31,                         Ended
                                               ----------------------------------------------------------------    June 30,
                                                 1995         1996         1997            1998         1999        2000
                                               ---------    ---------    ---------       ---------    ---------   ---------
<S>                                            <C>          <C>          <C>             <C>          <C>         <C>
Net Asset Value, Beginning of the Period ...   $    7.20    $    7.37    $    7.37       $    7.39    $    7.30   $    7.01
                                               ---------    ---------    ---------       ---------    ---------   ---------
Income From Investment Operations
Net Investment Income (Loss) ...............        0.47         0.43         0.47(b)         0.38         0.41        0.23
Net Realized and Unrealized Gain
(Loss) on Investments ......................        0.14        (0.01)       (0.02)          (0.09)       (0.28)      (0.09)
                                               ---------    ---------    ---------       ---------    ---------   ---------
Total From Investment Operations ...........        0.61         0.42         0.45            0.29         0.13        0.14
                                               ---------    ---------    ---------       ---------    ---------   ---------
Less Distributions
Dividends From Net Investment Income .......       (0.44)       (0.42)       (0.43)          (0.38)       (0.42)      (0.21)
                                               ---------    ---------    ---------       ---------    ---------   ---------
Total Distributions ........................       (0.44)       (0.42)       (0.43)          (0.38)       (0.42)      (0.21)
                                               ---------    ---------    ---------       ---------    ---------   ---------
Net Asset Value, End of the Period .........   $    7.37    $    7.37    $    7.39       $    7.30    $    7.01   $    6.94
                                               =========    =========    =========       =========    =========   =========
Total Return (%)(a) ........................         8.6          5.8          6.2             4.0          1.9         1.9
Ratio of Operating Expenses to
 Average Net Assets (%) ....................        0.89         0.94         0.98            1.05         1.22        1.22(c)
Ratio of Operating Expenses to Average
 Net Assets After Expense Reductions (%) (d)        0.66         0.70         0.70            0.70         0.70        0.76(c)
Ratio of Net Investment Income to
 Average Net Assets (%) ....................        6.29         6.39         6.27            5.93         5.88        6.43(c)
Portfolio Turnover Rate (%) ................          73           54           49             105          139          53
Net Assets, End of the Period (000) ........   $ 331,112    $ 222,809    $ 196,928       $  92,669    $  72,680   $  64,330
</TABLE>

(a)  A sales charge is not reflected in total return calculations.

(b)  Per share net investment income does not reflect the periods
     reclassification of permanent differences between book and tax basis net
     investment income. See Note 1d to the Financial Statements.

(c)  Computed on an annualized basis.

(d)  Expense ratios have been adjusted for the expense limitations described in
     Note 4 to the Fiancial Statements.


12                See accompanying notes to financial statements.
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                            Class B
                                               --------------------------------------------------------------------------
                                                                                                               Six Months
                                                                    Year Ended December 31,                      Ended
                                              -------------------------------------------------------------     June 30,
                                                 1995         1996        1997         1998         1999          2000
                                              ---------    ---------    ---------    ---------    ---------    ---------
<S>                                            <C>          <C>         <C>          <C>          <C>          <C>
Net Asset Value, Beginning of the Period ..   $    7.20    $    7.37    $    7.36    $    7.38    $    7.29    $    7.00
                                              ---------    ---------    ---------    ---------    ---------    ---------
Income From Investment Operations
Net Investment Income (Loss) ..............        0.41         0.37         0.41(b)      0.33         0.36         0.20
Net Realized and Unrealized Gain
(Loss) on Investments .....................        0.14        (0.02)       (0.02)       (0.09)       (0.28)       (0.09)
                                              ---------    ---------    ---------    ---------    ---------    ---------
Total From Investment Operations ..........        0.55         0.35         0.39         0.24         0.08         0.11
                                              ---------    ---------    ---------    ---------    ---------    ---------
Less Distributions
Dividends From Net Investment Income ......       (0.38)       (0.36)       (0.37)       (0.33)       (0.37)       (0.18)
                                              ---------    ---------    ---------    ---------    ---------    ---------
Total Distributions .......................       (0.38)       (0.36)       (0.37)       (0.33)       (0.37)       (0.18)
                                              ---------    ---------    ---------    ---------    ---------    ---------
Net Asset Value, End of the Period ........   $    7.37    $    7.36    $    7.38    $    7.29    $    7.00    $    6.93
                                              =========    =========    =========    =========    =========    =========
Total Return (%)(a) .......................         7.8          4.9          5.4          3.4          1.1          1.6
Ratio of Operating Expenses to
 Average Net Assets (%) ...................        1.65         1.69         1.73         1.80         1.97         1.97(c)
Ratio of Operating Expenses to Average
 Net Assets After Expense Reductions (%)(d)        1.41         1.45         1.45         1.45         1.45         1.52(c)
Ratio of Net Investment Income to
 Average Net Assets (%) ...................        5.54         5.64         5.52         5.18         5.13         5.66(c)
Portfolio Turnover Rate (%) ...............          73           54           49          105          139           53
Net Assets, End of the Period (000) .......   $   2,368    $   2,821    $   2,961    $   3,761    $   3,796    $   3,401
</TABLE>

(a)  A contingent deferred sales charge is not reflected in total return
     calculations.

(b)  Per share net investment income does not reflect the periods
     reclassification of permanent differences between book and tax basis net
     investment income. See Note 1d to the Financial Statements.

(c)  Computed on an annualized basis.

(d)  Expense ratios have been adjusted for the expense limitations described in
     Note 4 to the Fiancial Statements.


                 See accompanying notes to financial statements.              13
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                                        Class C
                                                             -----------------------------------------------------------
                                                             December 7, 1998(a)
                                                                  through              Year Ended       Six Months Ended
                                                                December 31,           December 31,          June 30,
                                                                   1998                   1999                2000
                                                                -----------            -----------         -----------
<S>                                                             <C>                    <C>                 <C>
Net Asset Value, Beginning of the Period ...............        $      7.28            $      7.29         $      7.00
                                                                -----------            -----------         -----------
Income From Investment Operations
Net Investment Income ..................................               0.01                   0.36                0.19
Net Realized and Unrealized Gain (Loss) on
  Investments ..........................................               0.01(b)               (0.28)              (0.09)
                                                                -----------            -----------         -----------
Total From Investment Operations .......................               0.02                   0.08                0.10
                                                                -----------            -----------         -----------
Less Distributions
Dividends From Net Investment Income ...................              (0.01)                 (0.37)              (0.18)
                                                                -----------            -----------         -----------
Total Distributions ....................................              (0.01)                 (0.37)              (0.18)
                                                                -----------            -----------         -----------
Net Asset Value, End of the Period .....................        $      7.29            $      7.00         $      6.92
                                                                ===========            ===========         ===========
Total Return (%) (c) ...................................                0.3                    1.2                 1.4
Ratio of Operating Expenses to Average Net Assets (%) ..               1.80(d)                1.97                1.97(d)
Ratio of Operating Expenses to Average Net Assets
  After Expense Reductions (%) (e) .....................               1.45(d)                1.45                1.52(d)
Ratio of Net Investment Income to Average Net Assets (%)               5.18(d)                5.13                5.70(d)
Portfolio turnover rate ................................                105                    139                  53
Net Assets, End of the Period (000) ....................        $       233            $       489         $       452
</TABLE>

(a)  Commencement of operations.

(b)  The amount shown for a share outstanding does not correspond with the
     aggregate net gain/(loss) on investments for the period ended December 31,
     1998, due to the timing of purchases and redemptions of Fund shares in
     relation to fluctuating values of the investments of the Fund.

(c)  A contingent deferred sales charge is not reflected in total return
     calculations. Periods less than one year are not annualized.

(d)  Computed on an annualized basis.

(e)  Expense ratios have been adjusted for the expense limitations described in
     Note 4 to the Fiancial Statements.


14               See accompanying notes to financial statements.
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

1. Significant Accounting Policies. The Fund is a series of Nvest Funds Trust
II, a Massachusetts business trust (the "Trust"), and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. The Fund seeks a high level of current income
consistent with preservation of capital. The Declaration of Trust permits the
Trustees to issue an unlimited number of shares of the Trust in multiple series
(each such series is a "Fund").

The Fund offers Class A, Class B and Class C shares. Class A shares are sold
with a maximum front end sales charge of 3.00%. Class B shares do not pay a
front end sales charge, but pay a higher ongoing distribution fee than Class A
shares for eight years (at which point they automatically convert to Class A
shares), and are subject to a contingent deferred sales charge if those shares
are redeemed within six years of purchase (or five years if purchased before May
1, 1997). Class C shares do not pay a front end sales charge and do not convert
to any class of shares, but they do pay a higher ongoing distribution fee than
Class A shares and may be subject to a contingent deferred sales charge if those
shares are redeemed within one year. Expenses of the Fund are borne pro rata by
the holders of each class of shares, except that each class bears expenses
unique to that class (including the Rule 12b-1 service and distribution fees
applicable to such class), and votes as a class only with respect to its own
Rule 12b-1 Plan. Shares of each class would receive their pro rata share of the
net assets of the Fund, if the Fund were liquidated. In addition, the Trustees
approve separate dividends on each class of shares.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with accounting principles generally accepted in the
United States for investment companies. The preparation of financial statements
in accordance with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts and
disclosures in the financial statements. Actual results could differ from those
estimates.

a. Security Valuation. Debt securities (other than short-term obligations with a
remaining maturity of less than sixty days) are valued on the basis of
valuations furnished by a pricing service, authorized by the Board of Trustees,
which service determines valuations for normal, institutional-size trading units
of such securities using market information, transactions for comparable
securities and various relationships between securities which are generally
recognized by institutional traders. Short-term obligations with a remaining
maturity of less than sixty days are stated at amortized cost, which
approximates market value. All other securities and assets are valued at their
fair value as determined in good faith by the Fund's adviser and subadviser,
under the supervision of the Fund's Trustees.

b. Security Transactions and Related Income. Security transactions are accounted
for on the trade date. Interest income is recorded on the accrual basis.
Interest income is increased by the accretion of original issue discount and/or
market discount. In determining net gain or loss on securities sold, the cost of
securities has been determined on the identified cost basis.

c. Federal Income Taxes. The Fund intends to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies, and to
distribute to its shareholders all of its income and any net realized capital
gains at least annually. Accordingly, no provision for federal income tax has
been made.



                                                                              15
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

d. Dividends and Distributions to Shareholders. Dividends are declared daily to
shareholders of record at the time and are paid monthly. The timing and
characterization of certain income and capital gains distributions are
determined in accordance with federal tax regulations which may differ from
generally accepted accounting principles. These differences primarily relate to
differing treatment of mortgage-backed securities for book and tax purposes.
Permanent book and tax basis differences relating to shareholder distributions
will result in reclassification to the capital account.

e. Repurchase Agreements. The Fund, through its custodian, receives delivery of
the underlying securities collateralizing repurchase agreements. It is the
Fund's policy that the market value of the collateral be at least equal to 100%
of the repurchase price, including interest. The subadviser is responsible for
determining that the value of the collateral is at all times at least equal to
the repurchase price. Repurchase agreements could involve certain risks in the
event of default or insolvency of the other party including possible delays or
restrictions upon the Fund's ability to dispose of the underlying securities.

2. Purchases and Sales of Securities. For the six months ended June 30, 2000
purchases and sales of securities (excluding short-term investments) were as
follows:

                Purchases                                  Sales
  -----------------------------------      -------------------------------------
   U.S. Government        Other             U.S. Government         Other
  -----------------  ----------------      -----------------   -----------------
     $ 9,572,846       $ 27,056,345          $  6,689,918       $   40,921,701

3a. Management Fees and Other Transactions with Affiliates. The Fund pays gross
management fees to its investment adviser, Nvest Funds Management, L.P. ("Nvest
Management"), at the annual rate of 0.55% of the first $200 million of the
Fund's average daily net assets, 0.51% of the next $300 million and 0.47% of
such assets in excess of $500 million reduced by the payment to the Fund's
investment subadviser, Back Bay Advisors L.P. ("Back Bay") at the rate of 0.275%
of the first $200 million of the Fund's average daily net assets, 0.255% of the
next $300 million and 0.235% of such assets in excess of $500 million. Certain
officers and directors of Nvest Management are also officers or Trustees of the
Fund. Nvest Management and Back Bay are wholly owned subsidiaries of Nvest
Companies, L.P. ("Nvest") which is a subsidiary of Metropolitan Life Insurance
Company (see  Note 7). Fees earned by Nvest Management and Back Bay under the
management and subadvisory agreements in effect during the six months ended June
30, 2000 are as follows:

            Fees Earned
            -----------
            Nvest Management                    $  98,494
            Back Bay                               98,493
                                                ---------
                                                $ 196,987
                                                =========

The effective annualized management fee before the expense limitations for the
six months ended June 30, 2000 was 0.55 %. As a result of the expense
limitations as described in Note 4, the effective annualized management fee for
the six months ended June 30, 2000 was 0.09%.


16
<PAGE>


                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

b. Accounting and Administrative Expense. Nvest Services Company, Inc. ("NSC")
is a wholly owned subsidiary of Nvest and performs certain accounting and
administrative services for the Fund. The Fund pays NSC a group fee for these
services equal to the annual rate of 0.035% of the first $5 billion of Nvest
Funds' average daily net assets, 0.0325% of the next $5 billion of the Nvest
Funds' average daily net assets, and 0.03% of the Nvest Funds' average daily net
assets in excess of $10 billion. For the six months ended June 30, 2000, these
expenses amounted to $10,713 and are shown separately in the financial
statements as accounting and administrative. The effective annualized accounting
and administrative expense for the six months ended June 30, 2000 was 0.034%.

c. Service and Distribution Expense. Pursuant to Rule 12b-1 under the 1940 Act,
the Trust has adopted a Service Plan relating to the Fund's Class A shares (the
"Class A Plan") and Service and Distribution Plans relating to the Fund's Class
B and Class C shares (the "Class B and Class C Plans").

Under the Class A Plan, the Fund pays Nvest Funds Distributor,L.P. ("Nvest
Funds"), the Fund's distributor (a wholly owned subsidiary of Nvest), a monthly
service fee at the annual rate of 0.25% of the average daily net assets
attributable to the Fund's Class A shares, as reimbursement for expenses
(including certain payments to securities dealers, who may be affiliated with
Nvest Funds) incurred by Nvest Funds in providing personal services to investors
in Class A shares and/or the maintenance of shareholder accounts. For the six
months ended June 30, 2000, the Fund paid Nvest Funds $84,644 in fees under the
Class A Plan. If the expenses of Nvest Funds that are otherwise reimbursable
under the Class A Plan incurred in any year exceed the amounts payable by the
Fund under the Class A Plan, the unreimbursed amount (together with unreimbursed
amounts from prior years) may be carried forward for reimbursement in future
years in which the Class A Plan remains in effect. The amount of unreimbursed
expenses as of June 30, 2000 is $1,929,283.

Under the Class B and Class C Plans, the Fund pays Nvest Funds a monthly service
fee at the annual rate of 0.25% of the average daily net assets attributable to
the Fund's Class B and Class C shares, as compensation for services provided and
expenses (including certain payments to securities dealers, who may be
affiliated with Nvest Funds) incurred by Nvest Funds in providing personal
services to investors in Class B and Class C shares and/or the maintenance of
shareholder accounts. For the six months ended June 30, 2000, the Fund paid
Nvest Funds $4,346 and $550 in service fees under the Class B and Class C Plans,
respectively.

Also under the Class B and Class C Plans, the Fund pays Nvest Funds a monthly
distribution fee at the annual rate of 0.75% of the average daily net assets
attributable to the Fund's Class B and Class C shares, as compensation for
services provided and expenses (including certain payments to securities
dealers, who may be affiliated with Nvest Funds) incurred by Nvest Funds in
connection with the marketing or sale of Class B and Class C shares. For the six
months ended June 30, 2000, the Fund paid Nvest Funds $13,036 and $1,649 in
distribution fees under the Class B and Class C Plans, respectively.

Commissions (including contingent deferred sales charges) on Fund shares paid to
Nvest Funds by investors in shares of the Fund during the six months ended June
30, 2000 amounted to $18,914.


                                                                              17
<PAGE>


                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

d. Transfer Agent Fees. NSC is the transfer and shareholder servicing agent for
the Fund and Boston Financial Data Services ("BFDS") serves as the sub-transfer
agent for the Fund. NSC receives account fees for shareholder accounts. NSC and
BFDS are also reimbursed for out-of-pocket expenses. For the six months ended
June 30, 2000, the Fund paid NSC $45,963 as compensation for its services as
transfer agent.

e. Trustees Fees and Expenses. The Fund does not pay any compensation directly
to its officers or Trustees who are directors, officers or employees of Nvest
Management, Nvest Funds, Nvest, NSC or their affiliates. Each other Trustee
receives a retainer fee at the annual rate of $40,000 and meeting attendance
fees of $3,500 for each meeting of the Board of Trustees attended. Each
committee member receives an additional retainer fee at the annual rate of
$6,000 while each committee chairman receives a retainer fee (beyond the $6,000
fee) at the annual rate of $4,000. These fees are allocated to the various Nvest
funds based on a formula that takes into account, among other factors, the
relative net assets of each Fund.

A deferred compensation plan is available to the trustees on a voluntary basis.
Each participating Trustee will receive an amount equal to the value that such
deferred compensation would have had, had it been invested in the Fund or other
certain Nvest funds on the normal payment date. Deferred amounts remain in the
funds until distributed in accordance with the Plan.

4. Expense Limitations. Nvest Management has given a binding undertaking and
Back Bay has voluntarily agreed until further notice to defer their respective
management and subadvisory fees and, if necessary, Nvest Management has agreed
to bear certain expenses associated with the Fund to the extent necessary, to
limit the Fund's expenses to the annual rates of 0.90%, 1.65% and 1.65% of the
average net assets of the Fund's Class A, Class B and Class C shares,
respectively. The Fund is obligated to pay such deferred fees in later periods
to the extent the Fund's expenses fall below the annual rates of 0.90%, 1.65%
and 1.65% of the average net assets of the Fund's Class A, Class B and Class C
shares, respectively, provided however, that the Fund is not obligated to pay
any such deferred fees more than one year after the end of the fiscal year in
which the fee was deferred. Nvest Management's undertaking will be in effect for
the life of the Fund's current prospectus. Prior to this, from May 1, 1999 to
April 30, 2000 expenses were limited to 0.70% of Class A average net assets,
1.45% of Class B average net assets, and 1.45% of Class C average net assets.
From May 1, 1995 through May 31, 1995 expenses were voluntarily limited to 0.65%
of Class A average net assets and 1.40% of Class B average net assets. From
April 1, 1992 through April 30, 1995 expenses were voluntarily limited to 0.60%
of Class A average net assets and 1.35% of Class B average net assets.

As a result of the Fund's expenses exceeding the expense limitations during the
six months ended June 30, 2000, Back Bay reduced its management fee of $98,493
by $81,980 and Nvest Management reduced its management fee of $98,494 by
$81,980.


18
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

5. Capital Shares. At June 30, 2000 there was an unlimited number of shares of
beneficial interest authorized, divided into three classes, Class A, Class B and
Class C. Transactions in capital shares were as follows:

<TABLE>
<CAPTION>
                                                                     Year Ended                      Six Months Ended
                                                                    December 31,                         June 30,
                                                                        1999                               2000
                                                          ------------------------------      ------------------------------
Class A                                                      Shares            Amount            Shares            Amount
-----------                                               ------------      ------------      ------------      ------------
<S>                                                         <C>             <C>                 <C>             <C>
Shares sold .........................................        1,454,036      $ 10,417,593           525,403      $  3,659,891
Shares issued in connection with the reinvestment of:
  Dividends from net investment income ..............          488,060         3,486,240           203,616         1,413,628
                                                          ------------      ------------      ------------      ------------
                                                             1,942,096        13,903,833           729,019         5,073,519
Shares repurchased ..................................       (4,266,090)      (30,605,047)       (1,825,561)      (12,667,371)
                                                          ------------      ------------      ------------      ------------
Net increase (decrease) .............................       (2,323,994)     $(16,701,214)       (1,096,542)     $ (7,593,852)
                                                          ------------      ------------      ------------      ------------

<CAPTION>
                                                                     Year Ended                      Six Months Ended
                                                                    December 31,                         June 30,
                                                                        1999                               2000
                                                          ------------------------------      ------------------------------
Class B                                                      Shares            Amount            Shares            Amount
-----------                                               ------------      ------------      ------------      ------------
<S>                                                           <C>           <C>                   <C>           <C>
Shares sold .........................................          235,614      $  1,675,047           103,093      $    713,084
Shares issued in connection with the reinvestment of:
   Dividends from net investment income .............           22,872           162,890            11,653            80,787
                                                          ------------      ------------      ------------      ------------
                                                               258,486         1,837,937           793,871           114,746
Shares repurchased ..................................         (232,265)       (1,655,906)         (166,008)       (1,151,476)
                                                          ------------      ------------      ------------      ------------
Net increase (decrease) .............................           26,221      $    182,031           (51,262)     $   (357,605)
                                                          ------------      ------------      ------------      ------------

<CAPTION>
                                                                     Year Ended                      Six Months Ended
                                                                    December 31,                         June 30,
                                                                        1999                               2000
                                                          ------------------------------      ------------------------------
Class C                                                      Shares            Amount            Shares            Amount
-----------                                               ------------      ------------      ------------      ------------
<S>                                                         <C>             <C>                 <C>             <C>
Shares sold .........................................          111,022      $    794,662            17,570      $    122,281
Shares issued in connection with the reinvestment of:
   Dividends from net investment income .............            2,997            21,311             1,700            11,789
                                                          ------------      ------------      ------------      ------------
                                                               114,019           815,973            19,270           134,070
Shares repurchased ..................................          (76,113)         (542,791)          (23,826)         (166,256)
                                                          ------------      ------------      ------------      ------------
Net increase (decrease) .............................           37,906      $    273,182            (4,556)     $    (32,186)
                                                          ------------      ------------      ------------      ------------
Increase (decrease) derived from
  capital shares transactions .......................       (2,259,867)     $(16,246,001)       (1,152,360)     $ (7,983,643)
                                                          ============      ============      ============      ============
</TABLE>

6. Security Lending. The Fund has entered into an agreement with a third party
to lend its securities. The loans are collateralized at all times with cash or
securities with a market value at least equal to the market value of the
securities on loan. The Fund receives fees for lending its securities. For the
six months ended June 30, 2000 the Fund did not enter into any securities
lending transactions.

7. Subsequent Event. Nvest, L.P., and its affiliated operating partnership,
Nvest Companies, L.P., have entered into an agreement for CDC Asset Management
to acquire all of their outstanding partnership units. CDC Asset Management


                                                                              19
<PAGE>


                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

is the investment management arm of France's Caisse des Depots et Consignations,
which is a major diversified financial institution. Nvest will be renamed CDC
Asset Management-North America and it will continue to use the holding company
structure. Nvest affiliates will retain their investment independence, brand
names, management and operating autonomy. The transaction will not affect daily
operations of the Nvest Funds or the investment management activities of the
Funds' investment advisers or subadvisers.

Consummation of the transaction with CDC is subject to a number of
contingencies, including regulatory approvals and approval of the unitholders of
Nvest, L.P. and Nvest Companies L.P. Under the rules for mutual funds the
transaction may result in a change of control for the Nvest affiliates.
Consequently, it is anticipated that the Nvest affiliates will seek approval of
new agreements from the Board of Trustees and shareholders prior to the
consummation of the transaction. The transaction is expected to close in the
fourth quarter of 2000.


20
<PAGE>

================================================================================

                           NVEST MUNICIPAL INCOME FUND
                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
               NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

                        Supplement dated August 21, 2000
    to Nvest Bond Funds Prospectus Classes A, B and C and Nvest Massachusetts
  Tax Free Income Fund and Nvest Intermediate Term Tax Free Fund of California
                      Prospectuses, each dated May 1, 2000


John Maloney has become co-manager of the Funds, joining James Welch. Mr.
Maloney, Vice President at Back Bay Advisors, has been with the company since
1989. Mr. Maloney has a B.A. in Economics from the University of Massachusetts
and has 17 years of investment experience.




                                                                              21
<PAGE>

                              SAVING FOR RETIREMENT

================================================================================

                                        An Early Start Can Make a Big Difference
--------------------------------------------------------------------------------

With today's life spans, you may be retired for 20 years or more after you
complete your working career. Living these retirement years the way you've
dreamed of will require considerable financial resources. While it's never too
late to start a retirement savings program, it's certainly never too early: The
sooner you begin, the longer the time your money has to grow.

The chart below illustrates this point dramatically. One investor starts at age
30, saves for just 10 years, then leaves the investment to grow. The second
investor starts 10 years later but saves much longer -- for 25 years, in fact.
Can you guess which investor accumulated the greater retirement nest egg? For
the answer, look at the chart.

                                                    Two Hypothetical Investments

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

              Investor A              Investor B
Age 65          $214,295                $157,909


Assumes an 8% fixed rate of return. This illustration does not reflect the
effect of any taxes. Results are not indicative of the past or future results of
any Nvest Fund. The value and returns on Nvest funds will fluctuate with
changing market conditions.

Investor A invested $20,000, less than half of Investor B's commitment -- and
for less than half the time. Yet Investor A wound up with a much greater
retirement nest egg. The reason? It's all thanks to an early start and the power
of compounding.

Nvest Funds has prepared a number of informative retirement planning guides.
Call your financial representative or Nvest Funds today at 800-225-5478, and ask
for the guide that best fits your personal needs. We will include a prospectus,
which contains more information, including charges and other ongoing expenses.
Please read the prospectus carefully before you invest.



22
<PAGE>


                             REGULAR INVESTING PAYS

================================================================================

                                           Five Good Reasons to Invest Regularly
--------------------------------------------------------------------------------

1.   It's an easy way to build assets.
2.   It's convenient and effortless.
3.   It requires a low minimum to get started.
4.   It can help you reach important long-term goals like financing retirement
     or college funding.
5.   It can help you benefit from the ups and downs of the market.

With Investment Builder, Nvest Funds' automatic investment program, you can
invest as little as $100 a month in your Nvest fund automatically -- without
even writing a check. And, as you can see from the chart below, your monthly
investments can really add up over time.


                                                  The Power of Monthly Investing

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

                  100            $200            $500
25 Years        $91,236        $182,472        $456,181


Assumes an 8% fixed rate of return compounded monthly and does not allow for
taxes. Results are not indicative of the past or future results of any Nvest
Funds. The value and return on Nvest Funds fluctuate with changing market
conditions.

This program cannot assure a profit nor protect against a loss in a declining
market. It does, however, ensure that you buy more shares when the price is low
and fewer shares when the price is high. Because this program involves
continuous investment in securities regardless of fluctuating prices, investors
should consider their financial ability to continue purchases during periods of
high or low prices.

You can start an Investment Builder program with your current Nvest Funds
account. To open an Investment Builder account today, call your financial
representative or Nvest Funds at 800-225-5478.

Please call Nvest Funds for a prospectus, which contains more information,
including charges and other ongoing expenses. Please read prospectus carefully
before you invest.


                                                                              23
<PAGE>

================================================================================

                                              Glossary for Mutual Fund Investors
--------------------------------------------------------------------------------

Total Return -- The change in value of a mutual fund investment over a specific
period, assuming all earnings are reinvested in additional shares of the fund.
Expressed as a percentage.

Income Distributions -- Payments to shareholders resulting from the net interest
or dividend income earned by a fund's portfolio.

Capital Gains Distributions -- Payments to shareholders of profits earned from
selling securities in a fund's portfolio. Capital gains distributions are
usually paid once a year, when available.

Yield -- The rate at which a fund pays income. Yield calculations for 30-day
periods are standardized among mutual funds, based on a formula developed by the
Securities and Exchange Commission.

Maturity -- Refers to the period of time before principal repayment on a bond is
due. A bond fund's "average maturity" refers to the weighted average of the
maturities of all the individual bonds in the portfolio.

Duration -- A measure, stated in years, of a bond's sensitivity to interest
rates. Duration allows you to compare the volatility of different instruments.
As a general rule, for every 1% move in interest rates, a bond is expected to
fluctuate in value as indicated by its duration. For example, if interest rates
fall by 1%, a bond with a duration of 4 years should rise in value 4%.
Conversely, the bond should decline 4% in value if interest rates rise 1%.

Treasuries -- Negotiable debt obligations of the U.S. government, secured by its
full faith and credit. The income from Treasury securities is exempt from state
and local income taxes, but not from federal income taxes. There are three types
of Treasuries: Bills (maturity of 3-12 months), Notes (maturity of 1-10 years)
and Bonds (maturity of 10-30 years).

Municipal Bond -- A debt security issued by a state or municipality to finance
public expenditures. Interest payments are exempt from federal taxes and, in
most cases, from state and local income taxes. The two main types are general
obligation (GO) bonds, which are backed by the full faith and credit and taxing
powers of the municipality; and revenue bonds, supported by the revenues from a
municipal enterprise, such as airports and toll bridges. A small portion of
income may be subject to federal and/or alternative minimum tax. Capital gains,
if any, are subject to a capital gains tax.


24
<PAGE>

                                   NVEST FUNDS

================================================================================


      LARGE-CAP EQUITY FUNDS                GLOBAL/INTERNATIONAL EQUITY
        Capital Growth Fund                     Star Worldwide Fund
        Kobrick Growth Fund                  International Equity Fund
           Growth Fund
      Growth and Income Fund                  CORPORATE INCOME FUNDS
           Balanced Fund                 Short Term Corporate Income Fund
          Star Value Fund                        Bond Income Fund
                                                 High Income Fund
       ALL-CAP EQUITY FUNDS                   Strategic Income Fund
        Star Advisers Fund
       Kobrick Capital Fund                  GOVERNMENT INCOME FUNDS
          Bullseye Fund                 Limited Term U.S. Government Fund
        Equity Income Fund                  Government Securities Fund

      SMALL-CAP EQUITY FUNDS                    MONEY MARKET FUNDS*
        Star Small Cap Fund                    Cash Management Trust
   Kobrick Emerging Growth Fund           Tax Exempt Money Market Trust

                                    * Investments in money market funds are not
                                      insured or guaranteed by the FDIC or any
                                                 government agency.


                              TAX-FREE INCOME FUNDS
                              Municipal Income Fund
                           Intermediate Term Tax Free
                               Fund of California
                       Massachusetts Tax Free Income Fund


To learn more, and for a free prospectus, contact your financial representative.

                    Visit our Web site at www.nvestfunds.com
                          Nvest Funds Distributor, L.P.
                               399 Boylston Street
                                Boston, MA 02116
                             Toll Free 800-225-5478

     This material is authorized for distribution to prospective investors when
it is preceded or accompanied by the Fund's current prospectus, which contains
information about distribution charges, management and other items of interest.
Investors are advised to read the prospectus carefully before investing.

     Nvest Funds Distributor, L.P, and other firms selling shares of Nvest Funds
are members of the National Association of Securities Dealers, Inc. (NASD). As a
service to investors, the NASD has asked that we inform you of the availability
of a brochure on its Public Disclosure Program. The program provides access to
information about securities firms and their representatives. Investors may
obtain a copy by contacting the NASD at 800-289-9999 or by visiting their Web
site at www.NASDR.com.


<PAGE>

[LOGO] Nvest Funds(SM)
       Where The Best Minds Meet(R)



          SI58-0600
[LOGO] Printed On Recycled Paper

<PAGE>
<PAGE>


                               SEMIANNUAL REPORT

================================================================================

[LOGO] NvestFunds(SM)
       Where The Best Minds Meet(R)

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

                                                           Nvest Limited Term
                                                         U.S. Government Fund

                                                                 Where
                                                               The Best
                                                            Minds Meet(R)

-------------
June 30, 2000
-------------

<PAGE>
                              PRESIDENT'S MESSAGE

================================================================================

                                                                     August 2000
--------------------------------------------------------------------------------

[PHOTO]
John T. Hailer
President and Chief
Executive Officer
Nvest Funds

"No matter how you react to shifting markets, don't let short-term events derail
your long-range program. Consult your financial representative before you make
any changes."

In an effort to protect the U.S. economy from the specter of renewed inflation,
the Federal Reserve Board has raised interest rates six times in the past 12
months -- three times during the first six months of 2000. Because higher
interest rates cut into corporate profits and make financial assets less
attractive, the markets have been undergoing a period of heightened volatility.

Your choice of investment tools

Investors react to volatility in different ways. Some seek safer harbors; others
define risk as opportunity and add selectively to their portfolios. Regardless
of which type of investor you may resemble, remember that Nvest funds cover a
wide spectrum of investments, from conservative to aggressive. These include a
comprehensive family of equity and fixed-income funds that may complement your
current holdings, as well as funds that combine different investment styles in a
single portfolio.

For example, Nvest Star funds' multi-manager approach can help you through
periods of market volatility by offering you greater diversification than
single-manager funds. Each Star fund is composed of four separate segments run
by managers with distinct investment disciplines -- a strategy that allows
investors to benefit from different investment styles and diversified portfolio
holdings, seeking superior long-term results with reduced risk. We search for
the strongest candidates to manage each segment, using approaches that
complement one another in varying market conditions.

No matter how you react to shifting markets, don't let short-term events derail
your long-range program. Consult your financial representative before you make
any changes.

Nvest is poised for global growth

As you may know, Nvest Companies is under agreement to be acquired by CDC Asset
Management, a leading French institutional money management company and a major
global financial institution. CDC's expertise in European stock and bond markets
will be a resource for the premier U.S. investment management teams who manage
our funds. Nvest Funds will continue to operate independently, but with broader
resources to bring you attractive, innovative products and services. Since your
vote will be required, you will receive proxy information in September. In the
meantime, if you would like more information, you are welcome to call your
financial representative or us, or visit our web site, www.nvestfunds.com.

                                                              /s/ John T. Hailer

--------------------------------------------------------------------------------
 NOT FDIC INSURED                MAY LOSE VALUE              NO BANK GUARANTEE
--------------------------------------------------------------------------------
<PAGE>

                     NVEST LIMITED TERM U.S. GOVERNMENT FUND

================================================================================

                                        Investment Results Through June 30, 2000
--------------------------------------------------------------------------------

Putting Performance in Perspective

The charts comparing Nvest Limited Term U.S. Government Fund's performance to a
benchmark index provide you with a general sense of how your Fund performed. To
put this information in context, it may be helpful to understand the special
differences between the two. Your Fund's total return for the period shown below
appears with and without sales charges and includes Fund expenses and management
fees. A securities index measures the performance of a theoretical portfolio.
Unlike a fund, the index is unmanaged and has no expenses that affect the
results. It is not possible to invest directly in an index. In addition, few
investors could purchase all of the securities necessary to match the index and
would incur transaction costs and other expenses, even if they could.

                                Growth of a $10,000 Investment in Class A Shares

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

                          June 1990 through June 2000

                                           Lehman Intmdt Gov't
                      NAV           MSC         Int Gov't
         ----------------------------------------------------
         6/00        18,075        17,537        19,949
         6/99        17,322        16,802        19,126
         6/98        16,946        16,437        18,314
         6/97        15,746        15,273        16,898
         6/96        14,839        14,394        15,802
         6/95        14,267        13,839        15,036
         6/94        13,269        12,871        13,700
         6/93        13,334        12,934        13,726
         6/92        12,310        11,941        12,473
         6/91        10,958        10,629        11,053
         6/90        10,000         9,700        10,000


This illustration represents past performance and does not guarantee future
results. Share price and return will vary and you may have a gain or loss when
you sell your shares. Other classes of shares are available for which
performance, fees, and expenses will differ. All results include reinvestment of
dividends and capital gains.

                                                                               1
<PAGE>

                     NVEST LIMITED TERM U.S. GOVERNMENT FUND

================================================================================

                                         Average Annual Total Returns -- 6/30/00
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   Class A (Inception 1/3/89)               6 Months      1 Year      5 Years       10 Years
<S>                                          <C>          <C>           <C>           <C>
   Net Asset Value1                           2.86%        3.47%        4.67%         6.10%
   With Maximum Sales Charge(2)              -0.23         0.34         4.03          5.78
------------------------------------------------------------------------------------------------------------
   Class B (Inception 9/27/93)              6 Months      1 Year      5 Years     Since Inception
   Net Asset Value(1)                         2.54%        2.80%        3.98%         3.42%
   With CDSC(3)                              -2.45        -2.07         3.66          3.42
------------------------------------------------------------------------------------------------------------
   Class C (Inception 12/30/94)             6 Months      1 Year      5 Years     Since Inception
   Net Asset Value(1)                         2.54%        2.80%        3.98%         4.76%
   With CDSC(3)                               1.54         1.82         3.98          4.76
------------------------------------------------------------------------------------------------------------
   Class Y (Inception 3/31/94)              6 Months      1 Year      5 Years     Since Inception
   Net Asset Value(1)                        3.32%         4.11%        5.08%         5.24%
------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                   Since    Since    Since
                                                                                   Fund's   Fund's   Fund's
                                                                                   Class B  Class C  Class Y
   Comparative Performance                  6 Months   1 Year   5 Years  10 Years  Incept.  Incept.  Incept.
<S>                                           <C>       <C>       <C>      <C>      <C>      <C>      <C>
   Lehman Interm. Gov't. Bond Index(4)        3.49%     4.48%     5.82%    7.15%    5.37%    6.92%    6.11%
   Morningstar Short Gov't. Average(5)        2.73      4.01      5.02     6.31     4.52     5.83     5.06
   Lipper Short Int. U.S. Gov't. Average(6)   2.65      3.70      4.98     6.45     4.44     5.75     5.10
------------------------------------------------------------------------------------------------------------
</TABLE>

Notes to Chart

These returns represent past performance and do not guarantee future results.
Share price and returns will vary and you may have a gain or loss when you sell
your shares. Recent returns may be higher or lower than those shown. Class Y
shares are available to certain institutional investors only.

(1)  These results include reinvestment of any dividends and capital gains, but
     do not include a sales charge.

(2)  These results include reinvestment of any dividends and capital gains, and
     the maximum sales charge of 3.00%.

(3)  These results include reinvestment of any dividends and capital gains.
     Performance for Class B shares assumes a maximum 5.00% contingent deferred
     sales charge applied when you sell shares. Class C share performance
     assumes a 1.00% CDSC when you sell shares within one year of purchase.

(4)  Lehman Intermediate Government Bond Index is an unmanaged index of bonds
     issued by the U.S. government and its agencies with maturities of 1 to 10
     years. You may not invest directly in an index. Class B since inception
     return is calculated from 9/30/93.

(5)  Morningstar Short Government Average is the average performance without
     sales charges of all mutual funds with similar investment objectives as
     calculated by Morningstar, Inc. Class B since inception return is
     calculated from 9/30/93.

(6)  Lipper Short Intermediate U.S. Government Average is the average
     performance without sales charges of all mutual funds with a similar
     current investment style or objective as determined by Lipper Inc. Class B
     since inception return is calculated from 9/30/93.


2
<PAGE>

                     NVEST LIMITED TERM U.S. GOVERNMENT FUND

================================================================================

                                          Interview with Your Portfolio Managers
--------------------------------------------------------------------------------

[PHOTO]
[PHOTO]

Scott Nicholson,
James Welch
Members of
subadviser team,
Back Bay Advisors, L.P.


Q.   How did the Fund perform during the first half of 2000?

Nvest Limited Term U.S. Government Fund posted a total return of 2.86% at net
asset value on Class A shares for the six months ending June 30, 2000. The
Fund's return included $0.33 per share in dividends reinvested during this
period. By comparison, your Fund's benchmark, the Lehman Intermediate Government
Bond Index, had a return of 3.49% for the same period. Although your Fund's
return was below its benchmark for the period, bear in mind that the index
includes bonds maturing in 1-10 years, whereas Nvest Limited Term U.S.
Government Fund's average maturity at the end of June was 5.6 years.

Q.   What was the investment environment like in the first six months of 2000?

The bond market held up well despite the Federal Reserve Board's continued
program of short-term interest-rate hikes. Market observers were heartened by
the Fed's attempts to slow growth and dampen inflationary pressures. Investors
also became more interested in the relative stability offered by bonds after the
stock market experienced significant volatility for the first time in several
years.

Overall, though, the performance of U.S. Treasury securities -- especially
longer-maturity Treasuries -- overshadowed other sectors of the fixed-income
market. Vibrant economic growth in the U.S. led to a budget surplus, reducing
the need for the federal government to issue debt to finance government
programs. The U.S. Treasury instituted a series of buybacks of high-yielding,
longer-term U.S. Treasury bonds, and trimmed its calendar of new issues. This
reduced supply, coupled with strong demand, pushed yields on long-term Treasury
bonds lower and prices higher. As yields on long-term government bonds declined
and short-term yields rose due to Fed short-term interest-rate hikes, the
Treasury yield curve became inverted -- short-term rates rose above long-term
rates.


                                                                               3
<PAGE>

                     NVEST LIMITED TERM U.S. GOVERNMENT FUND

================================================================================

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

Q.   What was your strategy as this transpired?

In addition to Treasury securities, Nvest Limited Term U.S. Government Fund can
invest in U.S. government agency bonds, mortgage-backed securities, corporate
bonds, and asset-backed securities (bonds backed by receipts from auto and other
loans). Our emphasis on Treasuries during the period benefited the Fund. In
addition, we employed a "barbell" strategy with our Treasury investments. That
is, part of the portfolio focused on longer-term Treasuries -- capturing price
appreciation as yields fell -- and part was invested in short-term Treasuries --
reaping high yields from short-term notes. We avoided the intermediate-term
Treasury bonds that did not perform as well.

Our decision to de-emphasize U.S. government agency securities also benefited
the Fund. Agency securities came under pressure during the period, as members of
Congress and Treasury officials began to question their implied government
guarantees. Although securities issued by agencies, such as the Federal National
Mortgage Agency (Fannie Mae) and the Federal Home Loan Mortgage Corporation
(Freddie Mac), are not backed by the full faith and credit of the U.S.
government, they do enjoy the implicit backing of the government because they
were created by an act of Congress. The Fund's holdings in these agencies had
been reduced to zero when they experienced their worst performance. We used the
proceeds from the sale of agency securities to add to the Fund's position in
mortgage-backed securities. Because rising interest rates resulted in less
refinancing of existing mortgages, these securities performed better than other
non-Treasury issues.

                            Portfolio Mix -- 6/30/00

  [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE GRAPH IN THE PRINTED MATERIAL.]

                    Government Agencies                50.5%
                    Treasuries                         26.6%
                    Corporate & Other                   3.3%
                    Asset-Backed Securities            15.2%
                    Yankees                             4.4%

Portfolio holdings and asset allocation will vary.


4
<PAGE>

                     NVEST LIMITED TERM U.S. GOVERNMENT FUND

================================================================================

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

Q.   What is your current outlook?

While the stock market has dominated financial headlines in the past few years,
we believe that 2000 will witness the re-emergence of the fixed-income market.
The Fed continues to raise rates -- causing more stock market uncertainty -- but
is doing so prudently. We think the lion's share of the Fed's rate-hike program
may be behind us.

Once the Fed is done, the bond market in general, and Treasuries in particular,
should be poised for a rally. As a result, we plan to continue to emphasize
those market sectors that we believe will provide the best combination of
current income and high quality for shareholders of Nvest Limited Term U.S.
Government Fund.

This portfolio managers' commentary reflects the conditions and actions taken
during the reporting period, which are subject to change. A shift in opinion may
result in strategic and other portfolio changes.

Nvest Limited Term U.S. Government Fund may invest primarily in securities
issued or backed by the federal government, including Treasury securities, which
are guaranteed if held to maturity; mutual funds that invest in these securities
are not. It may also invest a portion of assets in foreign securities, which
have special risks and in mortgage securities that are subject to prepayment
risk. These risks affect the value of your investment. See a prospectus for
details.


                                                                               5
<PAGE>

                              PORTFOLIO COMPOSITION

================================================================================

Investments as of June 30, 2000
(unaudited)

Bonds and Notes -- 99.0% of Total Net Assets

<TABLE>
<CAPTION>
                                                                                   Ratings (c)
                                                                                ----------------
   Principal                                                                            Standard
    Amount    Description                                                       Moody's & Poor's    Value (a)
-------------------------------------------------------------------------------------------------------------
<S>           <C>                                                                 <C>      <C>   <C>
              Asset Backed -- 15.2%
$ 2,000,000   Americredit Automobile, 7.150%, 8/12/2004 ........................  Aaa      AAA   $  1,994,380
  5,000,000   Green Tree Financial Corp., 6.670%, 7/15/2030 ....................  Aaa      AAA      4,948,400
  5,500,000   Household Home Equity Loan Trust, 6.950%, 10/20/2023 .............  Aaa      AAA      5,450,995
  5,000,000   Huntington Auto Trust, 7.330%, 7/15/2004 .........................  Aaa      AAA      5,001,550
  5,000,000   WFS Financial Owner Trust, 7.220%, 9/20/2004 .....................  Aaa      AAA      4,987,500
                                                                                                 ------------
                                                                                                   22,382,825
                                                                                                 ------------
              Banks -- 2.3%
  3,300,000   Bank of America, 7.875%, 5/16/2005 ...............................  Aa2      A+       3,343,303
                                                                                                 ------------
              Government Agencies -- 50.5%
     54,518   Federal Home Loan Mortgage Corp., 7.500%, 6/1/2026 ...............  Aaa      AAA         53,972
     21,740   Federal Home Loan Mortgage Corp., 10.000%, 7/1/2019 ..............  Aaa      AAA         22,891
  3,011,938   Federal Home Loan Mortgage Corp., 11.500%,
              with various maturities to 2020, (d) (e) .........................  Aaa      AAA      3,278,061
  5,000,000   Federal National Mortgage Association, 6.625%, 1/15/02 ...........  Aaa      AAA      4,978,100
  3,803,756   Federal National Mortgage Association, 7.000%, 12/1/2022 (e) .....  Aaa      AAA      3,673,021
 12,655,594   Federal National Mortgage Association, 7.500%,  8/1/2013 .........  Aaa      AAA     12,671,920
  8,670,029   Government National Mortgage Association, 7.000%, 10/15/2028 .....  Aaa      AAA      8,431,950
 39,865,885   Government National Mortgage Association, 8.000%,
              with various maturities to 2030 (d) ..............................  Aaa      AAA     40,317,167
     40,622   Government National Mortgage Association, 12.500%,
              with various maturities to 2015 (d) ..............................  Aaa      AAA         45,738
    672,450   Government National Mortgage Association, 16.000%,
              with various maturities to 2013 (d) ..............................  Aaa      AAA        798,044
    252,628   Government National Mortgage Association, 17.000%,
              with various maturities to 2012 (d) ..............................  Aaa      AAA        300,235
                                                                                                 ------------
                                                                                                   74,571,099
                                                                                                 ------------
              U.S. Government -- 26.6%
  5,500,000   United States Treasury Bonds, 9.250%, 2/15/2016 ..................  Aaa      AAA      7,137,130
  4,000,000   United States Treasury Bonds, 12.000%, 8/15/2013 .................  Aaa      AAA      5,400,000
  5,344,700   United States Treasury Notes, 3.625%, 7/15/2002 (f) ..............  Aaa      AAA      5,307,929
  2,087,760   United States Treasury Notes, 3.875%, 1/15/2009 (f) ..............  Aaa      AAA      2,055,796
  4,000,000   United States Treasury Notes, 7.000%, 7/15/2006 ..................  Aaa      AAA      4,145,000
 15,000,000   United States Treasury Notes, 8.000%, 5/15/2001 ..................  Aaa      AAA     15,196,875
                                                                                                 ------------
                                                                                                   39,242,730
                                                                                                 ------------
</TABLE>


6                See accompanying notes to financial statements.
<PAGE>

                       PORTFOLIO COMPOSITION -- CONTINUED

================================================================================

Investments as of June 30, 2000
(unaudited)

Bonds and Notes -- continued

<TABLE>
<CAPTION>
                                                                                        Ratings (c)
                                                                                     ----------------
   Principal                                                                                 Standard
    Amount    Description                                                            Moody's & Poor's    Value (a)
------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                                      <C>      <C>   <C>
              Yankee -- 4.4%
$ 4,960,000   Inter-American Development Bank Bonds,  12.250%, 12/15/2008 ........     Aaa      AAA   $  6,545,930
                                                                                                      ------------
              Total Bonds and Notes (Identified Cost $147,201,919) ...............                     146,085,887
                                                                                                      ------------
              Total Investments - 99.0% (Identified Cost $147,201,919) (b) .......                     146,085,887
              Other assets less liabilities ......................................                       1,445,210
                                                                                                      ------------
              Total Net Assets - 100% ............................................                    $147,531,097
                                                                                                      ============

        (a)   See Note 1a of Notes to Financial Statements.

        (b)   Federal Tax Information: At June 30, 2000 the net unrealized
              depreciation on investments based on cost for federal income tax
              purposes of $147,201,919 was as follows:

              Aggregate gross unrealized appreciation for all investments in which
              there is an excess value over tax cost ..........................................       $    321,157

              Aggregate gross unrealized depreciation for all investments in which
              there is an excess of tax cost over value .......................................         (1,437,189)
                                                                                                      ------------
              Net unrealized depreciation .....................................................       $ (1,116,032)
                                                                                                      ============
</TABLE>

              At December 31, 1999 the Fund had a capital loss carryover of
              approximately $45,664,662 of which $26,963,634 expires on
              December 31, 2002, $1,001,296 expires on December 31, 2003,
              $4,342,078 expires on December 31, 2004, $2,731,339 expires on
              December 31, 2005 and $10,626,315 expires on December 31, 2007.
              This may be available to offset future realized capital gains, if
              any, to the extent provided by regulations.

        (c)   The ratings shown are believed to be the most recent ratings
              available at June 30, 2000. Securities are generally rated at the
              time of issuance. The rating agencies may revise their rating
              from time to time. As a result, there can be no assurance that
              the same ratings would be assigned if the securities were rated
              at June 30, 2000. The Fund's subadviser independently evaluates
              the Fund's portfolio securities and in making investment
              decisions does not rely solely on the ratings of agencies.

        (d)   The Fund's investments in mortgage backed securities of the
              Federal Home Loan Mortgage Corporation and Government National
              Mortgage Association are interests in separate pools of
              mortgages. All separate investment in securities of these issuers
              which have the same coupon rate have been aggregated for the
              purpose of presentation in the schedule of investments.

        (e)   A portion of this position has been segregated as collateral in
              connection with the Fund's derivative investments during the
              period.

        (f)   Variable Rate Securities. The rates shown were those in effect at
              June 30, 2000.


                 See accompanying notes to financial statements.               7
<PAGE>

                       STATEMENT OF ASSETS & LIABILITIES

================================================================================

June 30, 2000
(unaudited)

<TABLE>
<S>                                                                              <C>            <C>
ASSETS
   Investments at value (Identified cost $147,201,919) ........................                 $ 146,085,887
   Cash .......................................................................                       698,168
   Investments held as collateral for loaned securities .......................                    23,394,375
   Receivable for:
     Fund shares sold .........................................................                        76,406
     Accrued interest .........................................................                     1,608,013
                                                                                                 -------------
                                                                                                  171,862,849

LIABILITIES
   Payable for:
     Collateral on securities loaned, at value ................................  $  23,394,375
     Securities purchased .....................................................        673,579
     Dividends declared .......................................................        150,982
   Accrued expenses:
     Management fees ..........................................................          7,858
     Deferred trustees' fees ..................................................         21,126
     Accounting and administrative ............................................          8,768
     Other ....................................................................         75,064
                                                                                 -------------
                                                                                                   24,331,752
                                                                                                 -------------
NET ASSETS ....................................................................                 $ 147,531,097
                                                                                                =============
   Net Assets consist of:
     Paid in capital ..........................................................                 $ 198,824,531
     Undistributed net investment income ......................................                       468,131
     Accumulated net realized gains (losses) ..................................                   (50,645,533)
     Unrealized appreciation (depreciation) on investments ....................                    (1,116,032)
                                                                                                 -------------

NET ASSETS ....................................................................                 $ 147,531,097
                                                                                                =============

Computation of net asset value and offering price:
Net asset value and redemption price of Class A shares
  ($125,737,823 / 11,477,251 shares of beneficial interest) ...................                     $   10.96
                                                                                                    =========
Offering price per share (100 / 97 of $10.96) .................................                     $   11.30*
                                                                                                    =========
Net asset value and offering price of Class B shares
  ($11,678,023 /1,067,626 shares of beneficial interest) ......................                     $   10.94**
                                                                                                    =========
Net asset value and offering price of Class C shares
  ($6,659,559 / 608,383 shares of beneficial interest) ........................                     $   10.95**
                                                                                                    =========
Net asset value, offering and redemption price of Class Y shares
  ($3,455,692 / 313,688 shares of beneficial interest) ........................                     $   11.02
                                                                                                    =========
</TABLE>

     *    Based upon single purchases of less than $100,000.
          Reduced sales charges apply for purchases in excess of this amount.

     **   Redemption price per share is equal to net asset value less any
          applicable contingent deferred sales charges.


8                See accompanying notes to financial statements.
<PAGE>

                             STATEMENT OF OPERATIONS

================================================================================

Six Months Ended June 30, 2000
(unaudited)

<TABLE>
<S>                                                                                             <C>           <C>
INVESTMENT INCOME
   Interest .............................................................................                     $ 6,083,986
   Securities lending income ............................................................                          27,226
                                                                                                              -----------
                                                                                                                6,111,212

   Expenses
     Management fees ....................................................................       $   515,676
     Service and distribution fees - Class A ............................................           235,756
     Service and distribution fees - Class B ............................................            63,853
     Service and distribution fees - Class C ............................................            39,577
     Trustees' fees and expenses ........................................................             6,490
     Accounting and administrative ......................................................            28,184
     Custodian ..........................................................................            52,476
     Transfer agent - Class A, Class B, Class C .........................................           135,400
     Transfer agent - Class Y ...........................................................            19,933
     Audit and tax services .............................................................            20,715
     Legal ..............................................................................             3,934
     Printing ...........................................................................            16,162
     Registration .......................................................................            21,812
     Miscellaneous ......................................................................             4,679
                                                                                                -----------
  Total expenses ........................................................................                       1,164,647
                                                                                                              -----------
  Net investment income .................................................................                       4,946,565
                                                                                                              -----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
     WRITTEN OPTIONS AND FUTURES CONTRACTS

  Realized gain (loss) on:
     Investments - net ..................................................................        (3,805,182)
     Written options - net ..............................................................           (30,531)
     Futures contracts - net ............................................................           (24,675)
                                                                                                -----------
     Total realized gain (loss) on investments,written options and futures contracts ....        (3,860,388)
                                                                                                -----------
  Unrealized appreciation (depreciation) on:
     Investments - net ..................................................................         3,177,281
                                                                                                -----------
  Net gain (loss) on investment transactions ............................................                        (683,107)
                                                                                                              -----------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS ...................................                     $ 4,263,458
                                                                                                              ===========
</TABLE>


                 See accompanying notes to financial statements.               9
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS

================================================================================

(unaudited)

<TABLE>
<CAPTION>
                                                                                                   Year Ended       Six Months Ended
                                                                                                   December 31,          June 30,
                                                                                                       1999                2000
                                                                                                  -------------       -------------
<S>                                                                                               <C>                 <C>
FROM OPERATIONS

   Net investment income ...................................................................      $  12,169,938       $   4,946,565
   Net realized gain (loss) on investments, written options and futures contracts ..........         (9,210,131)         (3,860,388)
   Unrealized appreciation (depreciation) on investments, written options
     and futures contracts .................................................................         (4,766,837)          3,177,281
                                                                                                  -------------       -------------
   Increase (decrease) in net assets from operations .......................................         (1,807,030)          4,263,458
                                                                                                  -------------       -------------

FROM DISTRIBUTIONS TO SHAREHOLDERS
   Net investment income
     Class A ...............................................................................         (9,933,189)         (3,942,056)
     Class B ...............................................................................           (840,673)           (333,596)
     Class C ...............................................................................           (573,411)           (206,965)
     Class Y ...............................................................................           (460,940)           (100,664)
                                                                                                  -------------       -------------
                                                                                                    (11,808,213)         (4,583,281)
                                                                                                  -------------       -------------
INCREASE (DECREASE) IN NET ASSETS
   DERIVED FROM CAPITAL SHARE TRANSACTIONS .................................................        (40,341,564)        (32,646,033)
                                                                                                  -------------       -------------
Total increase (decrease) in net assets ....................................................        (53,956,807)        (32,965,856)

NET ASSETS
   Beginning of the period .................................................................        234,453,760         180,496,953
                                                                                                  -------------       -------------
   End of the period .......................................................................      $ 180,496,953       $ 147,531,097
                                                                                                  =============       =============

UNDISTRIBUTED NET INVESTMENT INCOME
   End of the period .......................................................................      $     104,847       $     468,131
                                                                                                  =============       =============
</TABLE>


10                See accompanying notes to financial statements.
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                                          Class A
                                                       --------------------------------------------------------------------------
                                                                                                                       Six Months
                                                                           Year Ended December 31,                        Ended
                                                       -------------------------------------------------------------     June 30,
                                                          1995         1996         1997         1998         1999         2000
                                                       ---------    ---------    ---------    ---------    ---------    ---------
<S>                                                    <C>          <C>          <C>          <C>          <C>          <C>
Net Asset Value, Beginning of Period ................. $   11.49    $   12.10    $   11.55    $   11.64    $   11.70    $   10.97
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Income From Investment Operations
Net Investment Income ................................      0.86         0.81         0.72         0.67         0.66         0.37
Net Realized and Unrealized Gain (Loss) on Investments      0.59        (0.54)        0.09         0.06        (0.74)       (0.05)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Total From Investment Operations .....................      1.45         0.27         0.81         0.73        (0.08)        0.32
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Less Distributions
Distributions From Net Investment Income .............     (0.84)       (0.82)       (0.72)       (0.67)       (0.65)       (0.33)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Total Distributions ..................................     (0.84)       (0.82)       (0.72)       (0.67)       (0.65)       (0.33)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Net Asset Value, End of Period ....................... $   12.10    $   11.55    $   11.64    $   11.70    $   10.97    $   10.96
                                                       =========    =========    =========    =========    =========    =========
Total Return (%) (a) .................................     13.0          2.4          7.3          6.5         (0.7)         2.9
Ratio of Operating Expenses to Average
Net Assets (%) .......................................      1.22         1.25         1.28         1.31         1.33         1.39(c)
Ratio of Net Investment Income to Average
Net Assets (%) .......................................      7.18         7.13         6.40         5.81         5.91         6.30(c)
Portfolio Turnover Rate (%) ..........................       247          327          533        1,376          400          200
Net Assets, End of Period (000) ...................... $ 361,520    $ 276,178    $ 222,185    $ 194,032    $ 149,756    $ 125,738
</TABLE>

<TABLE>
<CAPTION>
                                                                                          Class B
                                                       --------------------------------------------------------------------------
                                                                                                                       Six Months
                                                                           Year Ended December 31,                        Ended
                                                       -------------------------------------------------------------     June 30,
                                                          1995         1996         1997         1998         1999         2000
                                                       ---------    ---------    ---------    ---------    ---------    ---------
<S>                                                    <C>          <C>          <C>          <C>          <C>          <C>
Net Asset Value, Beginning of Period ................. $   11.48    $   12.09    $   11.54    $   11.62    $   11.69    $   10.95
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Income From Investment Operations
Net Investment Income ................................      0.76         0.73         0.65         0.60         0.59         0.34
Net Realized and Unrealized Gain (Loss) on Investments      0.61        (0.54)        0.08         0.07        (0.75)       (0.06)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Total From Investment Operations .....................      1.37         0.19         0.73         0.67        (0.16)        0.28
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Less Distributions
Distributions From Net Investment Income .............     (0.76)       (0.74)       (0.65)       (0.60)       (0.58)       (0.29)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Total Distributions ..................................     (0.76)       (0.74)       (0.65)       (0.60)       (0.58)       (0.29)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Net Asset Value, End of Period ....................... $   12.09    $   11.54    $   11.62    $   11.69    $   10.95    $   10.94
                                                       =========    =========    =========    =========    =========    =========
Total Return (%) (b) .................................     12.3          1.7          6.5          5.9         (1.4)         2.5

Ratio of Operating Expenses to Average
  Net Assets (%) .....................................      1.87         1.90         1.93         1.96         1.98         2.04(c)
Ratio of Net Investment Income to Average
  Net Assets (%) .....................................      6.53         6.48         5.75         5.16         5.26         5.65(c)
Portfolio Turnover Rate (%) ..........................       247          327          533        1,376          400          200
Net Assets, End of Period (000) ...................... $  18,056    $  18,503    $  16,060    $  18,116    $  14,601    $  11,678
</TABLE>

(a)  A sales charge is not reflected in total return calculations.

(b)  A contingent deferred sales charge is not reflected in total return
     calculations.

(c)  Computed on an annualized basis.


                 See accompanying notes to financial statements.              11
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                                          Class C
                                                       --------------------------------------------------------------------------
                                                                                                                       Six Months
                                                                           Year Ended December 31,                        Ended
                                                       -------------------------------------------------------------     June 30,
                                                          1995         1996         1997         1998         1999         2000
                                                       ---------    ---------    ---------    ---------    ---------    ---------
<S>                                                    <C>          <C>          <C>          <C>          <C>          <C>
Net Asset Value, Beginning of Period ................. $   11.48    $   12.10    $   11.54    $   11.63    $   11.70    $   10.96
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Income From Investment Operations
Net Investment Income ................................      0.64         0.75         0.65         0.60         0.59         0.37
Net Realized and Unrealized Gain (Loss) on Investments      0.64        (0.57)        0.09         0.07        (0.75)       (0.09)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Total From Investment Operations .....................      1.28         0.18         0.74         0.67        (0.16)        0.28
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Less Distributions
Dividends From Net Investment Income .................     (0.65)       (0.74)       (0.65)       (0.60)       (0.58)       (0.29)
Distributions in Excess of Net Investment Income .....     (0.01)        0.00         0.00         0.00         0.00         0.00
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Total Distributions ..................................     (0.66)       (0.74)       (0.65)       (0.60)       (0.58)       (0.29)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Net Asset Value, End of Period ....................... $   12.10    $   11.54    $   11.63    $   11.70    $   10.96    $   10.95
                                                       =========    =========    =========    =========    =========    =========
Total Return (%) (a) .................................     11.4          1.6          6.6          5.9         (1.4)         2.5
Ratio of Operating Expenses to Average
 Net Assets (%) ......................................      1.87         1.90         1.93         1.96         1.98         2.04(b)
Ratio of Net Investment Income to Average Net
Assets (%) ...........................................      6.53         6.48         5.75         5.16         5.26         5.65(b)
Portfolio Turnover Rate (%) ..........................       247          327          533        1,376          400          200
Net Assets, End of Period (000) ...................... $   5,936    $  14,903    $  15,699    $  13,962    $   9,054    $   6,660
</TABLE>

(a)  A contingent deferred sales charge is not reflected in total return
     calculations.

(b)  Computed on an annualized basis.


12                See accompanying notes to financial statements.
<PAGE>

                              FINANCIAL HIGHLIGHTS

================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                                          Class Y
                                                       --------------------------------------------------------------------------
                                                                                                                       Six Months
                                                                           Year Ended December 31,                        Ended
                                                       -------------------------------------------------------------     June 30,
                                                          1995         1996         1997         1998         1999         2000
                                                       ---------    ---------    ---------    ---------    ---------    ---------
<S>                                                    <C>          <C>          <C>          <C>          <C>          <C>
Net Asset Value, Beginning of Period ................. $   11.51    $   12.13    $   11.58    $   11.66    $   11.73    $   11.00
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Income From Investment Operations
Net Investment Income ................................      0.86         0.85         0.76         0.72         0.70         0.95
Net Realized and Unrealized Gain (Loss) on Investments      0.63        (0.54)        0.08         0.06        (0.74)       (0.58)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Total From Investment Operations .....................      1.49         0.31         0.84         0.78        (0.04)        0.37
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Less Distributions
Distributions From Net Investment Income .............     (0.87)       (0.86)       (0.76)       (0.71)       (0.69)       (0.35)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Total Distributions ..................................     (0.87)       (0.86)       (0.76)       (0.71)       (0.69)       (0.35)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Net Asset Value, End of Period ....................... $   12.13    $   11.58    $   11.66    $   11.73    $   11.00    $   11.02
                                                       =========    =========    =========    =========    =========    =========
Total Return (%) .....................................     13.3          2.8          7.5          6.9         (0.3)         3.3
Ratio of Operating Expenses to Average
  Net Assets (%) .....................................      0.87         0.90         0.93         0.96         0.98         0.94(a)
Ratio of Net Investment Income to Average
  Net Assets (%) .....................................      7.53         7.48         6.75         6.16         6.26         7.26(a)
Portfolio Turnover Rate (%) ..........................       247          327          533        1,351          400          200
Net Assets, End of Period (000) ...................... $   5,723    $   5,313    $   5,262    $   8,345    $   7,086    $   3,456
</TABLE>

(a)  Computed on an annualized basis.


                 See accompanying notes to financial statements.              13
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

1. Significant Accounting Policies. The Fund is a series of Nvest Funds Trust
II, a Massachusetts business trust (the "Trust"), and is registered under the
Investment Company Act of 1940 (the "1940 Act"), as amended, as an open-end
management investment company. The Fund seeks a high current return consistent
with preservation of capital. The Declaration of Trust permits the Trustees to
issue an unlimited number of shares of the Trust in multiple series (each such
series is a "Fund").

The Fund offers Class A, Class B, Class C and Class Y shares. Class A shares are
sold with a maximum front end sales charge of 3.00%. Class B shares do not pay a
front end sales charge, but pay a higher ongoing distribution fee than Class A
shares for eight years (at which point they automatically convert to Class A
shares), and are subject to a contingent deferred sales charge if those shares
are redeemed within six years of purchase (or five years if purchased before May
1, 1997). Class C shares do not pay a front end sales charge and do not convert
to any class of shares, but they do pay a higher ongoing distribution fee than
Class A shares and may be subject to a contingent deferred sales charge if those
shares are redeemed within one year. Class Y shares do not pay a front end sales
charge, a contingent deferred sales charge or service and distribution fees.
They are intended for institutional investors with a minimum of $1,000,000 to
invest. Expenses of the Fund are borne pro rata by the holders of all classes of
shares, except that each class bears expenses unique to that class (including
the Rule 12b-1 service and distribution and transfer agent fees applicable to
such class), and votes as a class only with respect to its own Rule 12b-1 Plan.
Shares of each class would receive their pro rata share of the net assets of the
Fund, if the Fund were liquidated. In addition, the Trustees approve separate
dividends on each class of shares.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with accounting principles generally accepted in the
United States for investment companies. The preparation of financial statements
in accordance with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts and
disclosures in the financial statements. Actual results could differ from those
estimates.

a. Security Valuation. Debt securities (other than short-term obligations with a
remaining maturity of less than sixty days) are valued on the basis of
valuations furnished by a pricing service, authorized by the Board of Trustees,
which service determines valuations for normal, institutional-size trading units
of such securities using market information, transactions for comparable
securities and various relationships between securities which are generally
recognized by institutional traders. Short-term obligations with a remaining
maturity of less than sixty days are stated at amortized cost, which
approximates market value. All other securities and assets are valued at their
fair value as determined in good faith by the Fund's adviser and subadviser,
under the supervision of the Fund's Trustees.

b. Security Transactions and Related Investment Income. Security transactions
are accounted for on the trade date. Interest income is recorded on the accrual
basis. Interest income is increased by the accretion of original issue discount
and/or market discount. In determining net gain or loss on securities sold, the
cost of securities has been determined on the identified cost basis.


14
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)


c. Options. The Fund uses options to hedge against changes in the values of
securities the Fund owns or expects to purchase. Writing puts and buying calls
tends to increase the Fund's exposure to the underlying instrument and writing
calls or buying puts tends to decrease the Fund's exposure to the underlying
instrument, or hedge other Fund investments.

For options purchased to hedge the Fund's investments, the potential risk to the
Fund is that the change in value of options contracts may not correspond to the
change in value of the hedged instruments. In addition, losses may arise from
changes in the value of the underlying instruments, if there is an illiquid
secondary market for the contracts, or if the counterparty is unable to perform.
The maximum loss for purchased options is limited to the premium initially paid
for the option. For options written by the Fund, the maximum loss is not limited
to the premium initially received for the option.

Exchange traded options are valued at the last sale price, or if no sales are
reported, the last bid price for purchased options and the last ask price for
written options. Options traded over the counter are valued using prices
supplied by dealers.

d. Interest Rate Futures Contracts. The Fund may purchase or sell interest rate
futures contracts to hedge against changes in the values of securities the Fund
owns or expects to purchase. An interest rate futures contract is an agreement
between two parties to buy and sell a security for a set price (or to deliver an
amount of cash) on a future date. Upon entering into such a contract, the
purchasing Fund is required to pledge to the broker an amount of cash, U.S.
Government securities or other high quality debt securities equal to the minimum
"initial margin" requirements of the exchange. Pursuant to the contract, the
Fund agrees to receive from or pay to the broker an amount of cash equal to the
daily fluctuation in value of the contract.

Such receipts or payments are known as "variation margin," and are recorded by
the Fund as unrealized gains or losses. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time it was closed.

The potential risk to the Fund is that the change in value of futures contracts
primarily corresponds with the value of underlying instruments which may not
correspond to the change in the value of the hedged instruments. In addition,
there is a risk that the Fund may not be able to close out its futures positions
due to an illiquid secondary market.

e. Federal Income Taxes. The Fund intends to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies, and to
distribute to its shareholders all of its income and any net realized capital
gains at least annually. Accordingly, no provision for federal income tax has
been made.

f. Dividends and Distributions to Shareholders. Dividends are declared daily to
shareholders of record and are paid monthly. The timing and characterization of
certain income and capital gains distributions are determined in accordance with
federal tax regulations which may differ from generally accepted accounting
principles. These differ-

                                                                              15
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

ences relate primarily to differing treatments for income recognition for
mortgage-backed securities. Permanent book and tax basis differences relating to
shareholder distributions will result in reclassification to capital accounts.

g. Repurchase Agreements. The Fund, through its custodian, receives delivery of
the underlying securities collateralizing repurchase agreements. It is the
Fund's policy that the market value of the collateral be at least equal to 100%
of the repurchase price including interest. The Fund's subadviser is responsible
for determining that the value of the collateral is at all times at least equal
to the repurchase price. Repurchase agreements could involve certain risks in
the event of default or insolvency of the other party including possible delays
or restrictions upon the Fund's ability to dispose of the underlying securities.

2. Purchases and Sales of Securities. For the six months ended June 30, 2000,
purchases and sales of securities (excluding short-term investments) were as
follows:

                       Purchases                              Sales
           -----------------------------      -----------------------------
           U.S. Government      Other         U.S. Government      Other
           ---------------  ------------      ---------------  ------------
            $294,561,910     $27,064,467       $316,178,148     $37,806,554

Transactions in written options for the six months ended June 30, 2000 are
summarized as follows:

                                                  Written Options
                                            -------------------------
                                            Number of        Premiums
                                            Contracts        Received
                                            ---------        --------
     Open at December 31, 1999 ............         0        $      0
     Contracts opened .....................       (50)        (34,906)
     Contracts closed .....................        50          34,906
                                             --------        --------
     Open at June 30, 2000 ................         0        $      0
                                             ========        ========

3a. Management Fees and Other Transactions with Affiliates. The Fund pays gross
management fees to its investment adviser, Nvest Funds Management, L.P. ("Nvest
Management") at the annual rate of 0.65% of the first $200 million of the Fund's
average daily net assets, 0.625% of the next $300 million and 0.60% of such
assets in excess of $500 million, reduced by the payment to the Fund's
investment subadviser, Back Bay Advisors, L.P. ("Back Bay"), at the rate of
0.325% of the first $200 million of the Fund's average daily net assets, 0.3125%
of the next $300 million and 0.30% of such assets in excess of $500 million.
Certain officers and directors of Nvest Management are also officers or trustees
of the Fund. Nvest Management and Back Bay Advisors are wholly owned
subsidiaries of Nvest Companies, L.P. ("Nvest") which is a subsidiary of
Metropolitan Life Insurance Company (see Note 6). Fees earned by Nvest
Management and Back Bay Advisors under the management and subadvisory agreements
in effect during the six months ended June 30, 2000 are as follows:

                   Fees Earned
                   -----------
                   Nvest Management          $ 257,838
                   Back Bay                    257,838
                                             ---------
                                             $ 515,676
                                             =========

The effective annualized management fee for the six months ended June 30, 2000
was 0.65%.


16
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)


b. Accounting and Administrative Expense. Nvest Services Company, Inc. ("NSC")
is a wholly owned subsidiary of Nvest and performs certain accounting and
administrative services for the Fund. The Fund pays NSC a group fee for these
services equal to the annual rate of 0.035% of the first $5 billion of Nvest
Funds' average daily net assets, 0.0325% of the next $5 billion of the Nvest
Funds' average daily net assets, and 0.03% of the Nvest Funds' average daily net
assets in excess of $10 billion. For the six months ended June 30, 2000, these
expenses amounted to $28,184, and are shown separately in the financial
statements as accounting and administrative. The effective annualized accounting
and administrative expense for the six months ended June 30, 2000 was 0.034%.

c. Service and Distribuion Fees. Pursuant to Rule 12b-1 under the 1940 Act, the
Trust has adopted Service and Distribution Plans relating to the Fund's Class A
shares (the "Class A Plan") and Service and Distribution Plans relating to the
Fund's Class B shares (the "Class B Plan") and Class C shares (the "Class C
Plan").

Under the Class A Plan, the Fund pays Nvest Funds Distributor, L.P. ("Nvest
Funds"), the Fund's distributor (a wholly owned subsidiary of Nvest), a monthly
service fee at the annual rate of 0.25% of the average daily net assets
attributable to the Fund's Class A shares, as reimbursement for expenses
(including certain payments to securities dealers who may be affiliated with
Nvest Funds) incurred by Nvest Funds in providing personal services to investors
in Class A shares and/or the maintenance of shareholder accounts. Also under the
Class A Plan, the Fund pays Nvest Funds a monthly distribution fee at the annual
rate of 0.10% of the average daily net assets attributable to the Fund's Class A
shares as reimbursement for expenses (including certain payments to securities
dealers who may be affiliated with Nvest Funds) incurred by Nvest Funds in
connection with the marketing or sale of Class A shares.

For the six months ended June 30, 2000, the Fund paid Nvest Funds $168,397 in
service fees and $67,359 in distribution fees under the Class A Plan. If the
expenses of Nvest Funds that are otherwise reimbursable, as service fees or
distribution fees, respectively, under the Class A Plan incurred in any year
exceed the amounts of such fees payable by the Fund under the Class A Plan, the
unreimbursed amounts (together with unreimbursed amounts from prior years) may
be carried forward for reimbursement in future years in which the Class A Plan
remains in effect. The amount of unreimbursed expense carried forward into 2000
is $2,272,723 (reimbursable as distribution fees).

Under the Class B and Class C Plans, the Fund pays Nvest Funds monthly service
fees at the annual rate of 0.25% of the average daily net assets attributable to
the Fund's Class B shares and Class C shares, as compensation for services
provided and expenses (including certain payments to securities dealers who may
be affiliated with Nvest Funds) incurred by Nvest Funds in providing personal
services to investors in Class B and Class C shares and/or the maintenance of
shareholder accounts. For the six months ended June 30, 2000, the Fund paid
Nvest Funds $15,963 and $9,894 in service fees under the Class B and Class C
Plans, respectively.

Also under the Class B and Class C Plans, the Fund pays Nvest Funds a monthly
distribution fee at the annual rate of 0.75% of the average daily net assets
attributable to the Fund's Class B and Class C shares, as compensation for
services provided and expenses (including certain payments to securities dealers
who may be affiliated with Nvest Funds) incurred by Nvest Funds in connection
with the marketing or sale of Class B and Class C shares. For the six months
ended June 30, 2000, the Fund paid Nvest Funds $47,890 and $29,683 in
distribution fees under the Class B and Class C Plans, respectively.


                                                                              17
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

Commissions (including contingent deferred sales charges) on Fund shares paid to
Nvest Funds by investors in shares of the Fund during the six months ended June
30, 2000 amounted to $71,237.

d. Transfer Agent Fees. NSC is the transfer and shareholder servicing agent to
the Fund and Boston Financial Data Services ("BFDS") serves as the sub-transfer
agent for the Fund. NSC receives account fees for Class A, Class B and Class C
shareholder accounts. NSC and BFDS are also reimbursed by the Fund for
out-of-pocket expenses. Class Y shares bear a transfer agent fee of 0.10% of
average daily net assets. For the six months ended June 30, 2000, the Fund paid
NSC $120,504 as compensation for its services as transfer agent.

e. Trustees Fees and Expenses. The Fund does not pay any compensation directly
to its officers or Trustees who are directors, officers or employees of Nvest
Management, Nvest Funds, Nvest, NSC or their affiliates. Each other Trustee
receives a retainer fee at the annual rate of $40,000 and meeting attendance
fees of $3,500 for each meeting of the Board of Trustees attended. Each
committee member receives an additional retainer fee at the annual rate of
$6,000 while each committee chairman receives a retainer fee (beyond the $6,000
fee) at the annual rate of $4,000. These fees are allocated to the various Nvest
Funds based on a formula that takes into account, among other factors, the
relative net assets of each Fund.

A deferred compensation plan is available to the Trustees on a voluntary basis.
Each participating Trustee will receive an amount equal to the value that such
deferred compensation would have been, had it been invested in the Fund or
certain other Nvest Funds on the normal payment date. Deferred amounts remain in
the Funds until distributed in accordance with the Plan.

4. Capital Shares. At June 30, 2000 there was an unlimited number of shares of
beneficial interest authorized, divided into four classes, Class A, Class B,
Class C and Class Y. Transactions in capital shares were as follows:

<TABLE>
<CAPTION>
                                                                               Year Ended                   Six Months Ended
                                                                            December 31, 1999                 June 30, 2000
                                                                       ----------------------------    ----------------------------
  Class A                                                                 Shares          Amount          Shares          Amount
----------                                                             ------------    ------------    ------------    ------------
<S>                                                                       <C>          <C>                <C>          <C>
Shares sold ........................................................      4,310,455    $ 48,747,149       1,288,804    $ 14,063,513
Shares issued in connection with the reinvestment of:
  Distributions from net investment income .........................        711,288       8,028,741         292,044       3,189,938
                                                                       ------------    ------------    ------------    ------------
                                                                          5,021,743      56,775,890       1,580,848      17,253,451
Shares repurchased .................................................     (7,948,175)    (89,760,622)     (3,757,029)    (41,013,075)
                                                                       ------------    ------------    ------------    ------------
Net increase (decrease) ............................................     (2,926,432)   $(32,984,732)     (2,176,181)   $(23,759,624)
                                                                       ------------    ------------    ------------    ------------
</TABLE>


18
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

<TABLE>
<CAPTION>
                                                                               Year Ended                   Six Months Ended
                                                                            December 31, 1999                 June 30, 2000
                                                                       ----------------------------    ----------------------------
  Class B                                                                 Shares          Amount          Shares          Amount
----------                                                             ------------    ------------    ------------    ------------
<S>                                                                         <C>        <C>                   <C>       <C>
Shares sold ........................................................        470,492    $  5,337,955          94,290    $  1,029,699
Shares issued in connection with the reinvestment of:
  Distributions from net investment income .........................         63,521         715,455          26,456         288,663
                                                                       ------------    ------------    ------------    ------------
                                                                            534,013       6,053,410         120,746       1,318,362
Shares repurchased .................................................       (751,056)     (8,497,037)       (386,205)     (4,208,937)
                                                                       ------------    ------------    ------------    ------------
Net increase (decrease) ............................................       (217,043)   $ (2,443,627)       (265,459)   $ (2,890,575)
                                                                       ------------    ------------    ------------    ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                               Year Ended                   Six Months Ended
                                                                            December 31, 1999                 June 30, 2000
                                                                       ----------------------------    ----------------------------
  Class C                                                                 Shares          Amount          Shares          Amount
----------                                                             ------------    ------------    ------------    ------------
<S>                                                                       <C>          <C>                  <C>        <C>
Shares sold ........................................................      2,004,195    $ 22,667,643         404,455    $  4,421,615
Shares issued in connection with the reinvestment of:
  Distributions from net investment income .........................         39,746         448,945          14,089         153,766
                                                                       ------------    ------------    ------------    ------------
                                                                          2,043,941      23,116,588         418,544       4,575,381
Shares repurchased .................................................     (2,411,539)    (27,272,883)       (636,280)     (6,944,158)
                                                                       ------------    ------------    ------------    ------------
Net increase (decrease) ............................................       (367,598)   $ (4,156,295)       (217,736)   $ (2,368,777)
                                                                       ------------    ------------    ------------    ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                               Year Ended                   Six Months Ended
                                                                            December 31, 1999                 June 30, 2000
                                                                       ----------------------------    ----------------------------
  Class Y                                                                 Shares          Amount          Shares          Amount
----------                                                             ------------    ------------    ------------    ------------
<S>                                                                         <C>        <C>                   <C>       <C>
Shares sold ........................................................        131,028    $  1,487,903          49,530    $    541,035
Shares issued in connection with the reinvestment of:
  Distributions from net investment income .........................         40,672         459,988           9,883         108,316
                                                                       ------------    ------------    ------------    ------------
                                                                            171,700       1,947,891          59,413         649,351
Shares repurchased .................................................       (238,738)     (2,704,801)       (389,926)     (4,276,408)
                                                                       ------------    ------------    ------------    ------------
Net increase (decrease) ............................................        (67,038)   $   (756,910)       (330,513)   $ (3,627,057)
                                                                       ------------    ------------    ------------    ------------
Increase (decrease) derived from capital shares transactions .......     (3,578,111)   $(40,341,564)     (2,989,889)   $(32,646,033)
                                                                       ============    ============    ============    ============
</TABLE>

5. Security Lending. The Fund has entered into an agreement with a third party
to lend its securities. The loans are collateralized at all times with cash or
securities with a market value at least equal to the market value of the
securities on loan. The Fund receives fees for lending its securities. At June
30, 2000 the Fund had on loan securities having a market value of $22,938,551
collateralized by cash in the amount of $23,394,375 which was invested in a
short-term instrument.

6. Subsequent Event. Nvest, L.P., and its affiliated operating partnership,
Nvest Companies, L.P., have entered into an agreement for CDC Asset Management
to acquire all of their outstanding partnership units. CDC Asset Management is
the investment management arm of France's Caisse des Depots et Consignations,
which is a major diversified financial institution. Nvest will be renamed CDC
Asset Management-North America and it will continue to use the holding company
structure. Nvest affiliates will retain their investment independence, brand
names, manage-


                                                                              19
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED

================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

ment and operating autonomy. The transaction will not affect daily
operations of the Nvest Funds or the investment management activities of the
Funds' investment advisers or subadvisers.

Consummation of the transaction with CDC is subject to a number of
contingencies, including regulatory approvals and approval of the unitholders of
Nvest, L.P. and Nvest Companies L.P. Under the rules for mutual funds the
transaction may result in a change of control for the Nvest affiliates.
Consequently, it is anticipated that the Nvest affiliates will seek approval of
new agreements from the Board of Trustees and shareholders prior to the
consummation of the transaction. The transaction is expected to close in the
fourth quarter of 2000.


20
<PAGE>

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

                          NVEST MUNICIPAL INCOME FUND
                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
               NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

                        Supplement dated August 21, 2000
    to Nvest Bond Funds Prospectus Classes A, B and C and Nvest Massachusetts
  Tax Free Income Fund and Nvest Intermediate Term Tax Free Fund of California
                      Prospectuses, each dated May 1, 2000


John Maloney has become co-manager of the Funds, joining James Welch. Mr.
Maloney, Vice President at Back Bay Advisors, has been with the company since
1989. Mr. Maloney has a B.A. in Economics from the University of Massachusetts
and has 17 years of investment experience.


                                                                              21
<PAGE>

                              SAVING FOR RETIREMENT

================================================================================

                                        An Early Start Can Make a Big Difference
--------------------------------------------------------------------------------

With today's life spans, you may be retired for 20 years or more after you
complete your working career. Living these retirement years the way you've
dreamed of will require considerable financial resources. While it's never too
late to start a retirement savings program, it's certainly never too early: The
sooner you begin, the longer the time your money has to grow.

The chart below illustrates this point dramatically. One investor starts at age
30, saves for just 10 years, then leaves the investment to grow. The second
investor starts 10 years later but saves much longer -- for 25 years, in fact.
Can you guess which investor accumulated the greater retirement nest egg? For
the answer, look at the chart.

                                                    Two Hypothetical Investments

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

              Investor A              Investor B
Age 65          $214,295                $157,909


Assumes an 8% fixed rate of return. This illustration does not reflect the
effect of any taxes. Results are not indicative of the past or future results of
any Nvest Fund. The value and returns on Nvest funds will fluctuate with
changing market conditions.

Investor A invested $20,000, less than half of Investor B's commitment -- and
for less than half the time. Yet Investor A wound up with a much greater
retirement nest egg. The reason? It's all thanks to an early start and the power
of compounding.

Nvest Funds has prepared a number of informative retirement planning guides.
Call your financial representative or Nvest Funds today at 800-225-5478, and ask
for the guide that best fits your personal needs. We will include a prospectus,
which contains more information, including charges and other ongoing expenses.
Please read the prospectus carefully before you invest.


22
<PAGE>

                             REGULAR INVESTING PAYS

================================================================================

                                           Five Good Reasons to Invest Regularly
--------------------------------------------------------------------------------

1.   It's an easy way to build assets.
2.   It's convenient and effortless.
3.   It requires a low minimum to get started.
4.   It can help you reach important long-term goals like financing retirement
     or college funding.
5.   It can help you benefit from the ups and downs of the market.

With Investment Builder, Nvest Funds' automatic investment program, you can
invest as little as $100 a month in your Nvest fund automatically -- without
even writing a check. And, as you can see from the chart below, your monthly
investments can really add up over time.

                                                  The Power of Monthly Investing

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

                  100            $200            $500
25 Years        $91,236        $182,472        $456,181


Assumes an 8% fixed rate of return compounded monthly and does not allow for
taxes. Results are not indicative of the past or future results of any Nvest
Funds. The value and return on Nvest Funds fluctuate with changing market
conditions.

This program cannot assure a profit nor protect against a loss in a declining
market. It does, however, ensure that you buy more shares when the price is low
and fewer shares when the price is high. Because this program involves
continuous investment in securities regardless of fluctuating prices, investors
should consider their financial ability to continue purchases during periods of
high or low prices.

You can start an Investment Builder program with your current Nvest Funds
account. To open an Investment Builder account today, call your financial
representative or Nvest Funds at 800-225-5478.

Please call Nvest Funds for a prospectus, which contains more information,
including charges and other ongoing expenses. Please read prospectus carefully
before you invest.


                                                                              23
<PAGE>

================================================================================

                                              Glossary for Mutual Fund Investors
--------------------------------------------------------------------------------

Total Return - The change in value of a mutual fund investment over a specific
period, assuming all earnings are reinvested in additional shares of the fund.
Expressed as a percentage.

Income Distributions - Payments to shareholders resulting from the net interest
or dividend income earned by a fund's portfolio.

Capital Gains Distributions - Payments to shareholders of profits earned from
selling securities in a fund's portfolio. Capital gains distributions are
usually paid once a year, when available.

Yield - The rate at which a fund pays income. Yield calculations for 30-day
periods are standardized among mutual funds, based on a formula developed by the
Securities and Exchange Commission.

Maturity - Refers to the period of time before principal repayment on a bond is
due. A bond fund's "average maturity" refers to the weighted average of the
maturities of all the individual bonds in the portfolio.

Duration - A measure, stated in years, of a bond's sensitivity to interest
rates. Duration allows you to compare the volatility of different instruments.
As a general rule, for every 1% move in interest rates, a bond is expected to
fluctuate in value as indicated by its duration. For example, if interest rates
fall by 1%, a bond with a duration of 4 years should rise in value 4%.
Conversely, the bond should decline 4% in value if interest rates rise 1%.

Treasuries - Negotiable debt obligations of the U.S. government, secured by its
full faith and credit. The income from Treasury securities is exempt from state
and local income taxes, but not from federal income taxes. There are three types
of Treasuries: Bills (maturity of 3-12 months), Notes (maturity of 1-10 years)
and Bonds (maturity of 10-30 years).

Municipal Bond - A debt security issued by a state or municipality to finance
public expenditures. Interest payments are exempt from federal taxes and, in
most cases, from state and local income taxes. The two main types are general
obligation (GO) bonds, which are backed by the full faith and credit and taxing
powers of the municipality; and revenue bonds, supported by the revenues from a
municipal enterprise, such as airports and toll bridges. A small portion of
income may be subject to federal and/or alternative minimum tax. Capital gains,
if any, are subject to a capital gains tax.


24
<PAGE>

                                   NVEST FUNDS

================================================================================

       LARGE-CAP EQUITY FUNDS                 GLOBAL/INTERNATIONAL EQUITY
         Capital Growth Fund                     Star Worldwide Fund
        Kobrick Growth Fund                   International Equity Fund
            Growth Fund
       Growth and Income Fund                   CORPORATE INCOME FUNDS
           Balanced Fund                   Short Term Corporate Income Fund
           Star Value Fund                         Bond Income Fund
                                                   High Income Fund
        ALL-CAP EQUITY FUNDS                    Strategic Income Fund
         Star Advisers Fund
        Kobrick Capital Fund                   GOVERNMENT INCOME FUNDS
           Bullseye Fund                  Limited Term U.S. Government Fund
         Equity Income Fund                   Government Securities Fund

       SMALL-CAP EQUITY FUNDS                    MONEY MARKET FUNDS*
         Star Small Cap Fund                    Cash Management Trust
    Kobrick Emerging Growth Fund            Tax Exempt Money Market Trust

                                     *Investments in money market funds are not
                                      insured or guaranteed by the FDIC or any
                                                 government agency."


                             TAX-FREE INCOME FUNDS
                             Municipal Income Fund
                           Intermediate Term Tax Free
                               Fund of California
                       Massachusetts Tax Free Income Fund


To learn more, and for a free prospectus, contact your financial representative.

                    Visit our Web site at www.nvestfunds.com
                          Nvest Funds Distributor, L.P.
                               399 Boylston Street
                                Boston, MA 02116
                             Toll Free 800-225-5478

     This material is authorized for distribution to prospective investors when
it is preceded or accompanied by the Fund's current prospectus, which contains
information about distribution charges, management and other items of interest.
Investors are advised to read "the prospectus carefully before investing.

     Nvest Funds Distributor, L.P., and other firms selling shares of Nvest
Funds are members of the National Association of Securities Dealers, Inc.
(NASD). As a service to investors, the NASD has asked that we inform you of the
availability of a brochure on its Public Disclosure Program. The program
provides access to information about securities firms and their representatives.
Investors may obtain a copy by contacting the NASD at 800-289-9999 or by
visiting their Web site at www.NASDR.com.


<PAGE>

[LOGO] NvestFunds(SM)
       Where The Best Minds Meet(R)


           LT58-0600
[LOGO] Printed On Recycled Paper

<PAGE>
<PAGE>

                               SEMIANNUAL REPORT

================================================================================

[LOGO] NvestFunds(SM)
       Where The Best Minds Meet(R)

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

                                                         Nvest Massachusetts
                                                         Tax Free Income Fund

                                                                 Where
                                                               The Best
                                                            Minds Meet(R)



Please read the prospectus
supplement on page 20.


-------------
June 30, 2000
-------------


<PAGE>

                               PRESIDENTS MESSAGE

================================================================================
AUGUST  2000
--------------------------------------------------------------------------------

[PICTURE OF JOHN HAILER GOES HERE]
John
T. Hailer President and
Chief Executive Officer
Nvest Funds

In an effort to protect the U.S. economy from the specter of renewed  inflation,
the Federal  Reserve  Board has raised  interest  rates six times in the past 12
months - three  times  during  the first  six  months  of 2000.  Because  higher
interest  rates  cut into  corporate  profits  and make  financial  assets  less
attractive,  the markets have been undergoing a period of heightened volatility.

YOUR CHOICE OF INVESTMENT TOOLS

Investors react to volatility in different ways. Some seek safer harbors; others
define risk as opportunity and add selectively to their  portfolios.  Regardless
of which type of investor you may  resemble,  remember  that Nvest funds cover a
wide spectrum of investments,  from conservative to aggressive.  These include a
comprehensive  family of equity and fixed-income  funds that may complement your
current holdings, as well as funds that combine different investment styles in a
single portfolio.

For  example,  Nvest Star  funds'  multi-manager  approach  can help you through
periods of market  volatility  by  offering  you  greater  diversification  than
single-manager funds. Each Nvest Star fund is composed of four separate segments
run by managers with distinct  investment  disciplines -- a strategy that allows
investors to benefit from different investment styles and diversified  portfolio
holdings,  seeking superior  long-term  results with reduced risk. We search for
the  strongest  candidates  to  manage  each  segment,   using  approaches  that
complement one another in varying market conditions.  No matter how you react to
shifting markets,  don't let short-term  events derail your long-range  program.
Consult your financial representative before you make any changes.

NVEST IS POISED FOR GLOBAL GROWTH

As you may know,  Nvest Companies is under agreement to be acquired by CDC Asset
Management,  a leading French institutional money management company and a major
global financial institution. CDC's expertise in European stock and bond markets
will be a resource for the premier U.S.  investment  management teams who manage
our funds. Nvest Funds will continue to operate independently,  but with broader
resources to bring you attractive,  innovative products and services. Since your
vote will be required,  you will receive proxy information in September.  In the
meantime,  if you would  like more  information,  you are  welcome  to call your
financial representative or us, or visit our web site, www.nvestfunds.com.

                     [JOHN HAILER'S SIGNATURE APPEARS HERE]

"No matter how you react to shifting markets, don't let short-term events derail
your long- range program.  Consult your financial representative before you make
any changes."

               NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

<PAGE>

                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
================================================================================

                                        INVESTMENT RESULTS THROUGH JUNE 30, 2000
--------------------------------------------------------------------------------

Putting Performance in Perspective
The charts comparing Nvest Massachusetts Tax Free Income Fund's performance with
a benchmark  index provide you with a general sense of how your Fund  performed.
To put this information in context,  it may be helpful to understand the special
differences between the two. Your Fund's total return for the period shown below
appears with and without sales charges and includes Fund expenses and management
fees. A securities  index measures the  performance of a theoretical  portfolio.
Unlike a fund, the index is unmanaged and does not have expenses that affect the
results.  It is not possible to invest  directly in an index.  In addition,  few
investors could purchase all of the securities  necessary to match the index and
would incur transaction costs and other expenses even if they  could.

GROWTH OF A $10,000 INVESTMENT IN CLASS A SHARES

[Growth of $10,000 chart goes here]

                      NAV           MSC      Lehman Municipal
        --------------------------------------------------------
         6/00        18,161        17,389        19,927
         6/99        18,045        17,278        19,300
         6/98        17,786        17,030        18,781
         6/97        16,490        15,789        17,285
         6/96        15,284        14,634        15,857
         6/95        14,354        13,744        14,870
         6/94        13,335        12,768        13,669
         6/93        13,583        13,006        13,641
         6/92        12,081        11,567        12,184
         6/91        10,792        10,333        10,901
         6/90        10,000         9,575        10,000

This  illustration  represents past  performance  and does not guarantee  future
results.  Share  price and return will vary and you may have a gain or loss when
you  sell  your  shares.  Other  classes  of  shares  are  available  for  which
performance,  fees and expenses will differ. All results include reinvestment of
dividends and capital  gains.


                                                                               1
<PAGE>

                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
================================================================================

                                         AVERAGE ANNUAL TOTAL RETURNS -- 6/30/00
--------------------------------------------------------------------------------
CLASS A  (Inception 3/23/84)             6 MONTHS   1 YEAR  5 YEARS  10 YEARS
Net Asset Value(1),(4)..............        3.47%    0.64%    4.82%    6.14%
With Maximum Sales Charge(2),(4) ...       -0.94    -3.66     3.92     5.68

                                                                       SINCE
CLASS B (Inception 9/13/93)              6 MONTHS   1 YEAR  5 YEARS  INCEPTION
Net Asset Value(1),(4) .............        3.09%   -0.08%    4.12%    3.13%
With CDSC(3),(4) ...................       -1.91    -4.84     3.79     3.13

<TABLE>
<CAPTION>

                                                                                   SINCE
                                                                                   FUND'S
                                                                                   CLASS B
COMPARATIVE PERFORMANCE                   6 MONTHS   1 YEAR  5 YEARS    10 YEARS  INCEPTION
<S>                                       <C>        <C>     <C>        <C>       <C>
Lehman Municipal Bond Index(5)              4.48%     3.25%     5.88%     7.06%     5.15%
Morningstar Muni Single State Long Avg.(6)  3.34      1.78      4.39      6.05      3.90
Lipper MA Municipal Debt Average(7)         3.99      0.87      4.73      6.44      3.99

</TABLE>

These returns  represent past  performance and do not guarantee  future results.
Share  price and return  will vary and you may have a gain or loss when you sell
your shares. Recent returns may be higher or lower than those shown.

                                                            YIELDS AS OF 6/30/00
--------------------------------------------------------------------------------
                           CLASS A           CLASS B
SEC 30-day Yield(8)         5.07%             4.66%
Taxable Equivalent Yield(9) 8.92              8.20


NOTES TO CHARTS

1    These results include  reinvestment of any dividends and capital gains, but
     do not include a sales charge.
2    These results include  reinvestment of any dividends and capital gains, and
     the maximum sales charge of 4.25%.
3    These results  include  reinvestment  of any  dividends and capital  gains.
     Performance for Class B shares assumes a maximum 5.00% contingent  deferred
     sales charge applied when you sell shares.
4    The Fund waived certain fees and expenses  during the period  indicated and
     its  average  total  return  would  have been lower had these fees not been
     waived.
5    Lehman  Municipal  Bond  Index is an  unmanaged  composite  measure  of the
     performance of the municipal bond market. You may not invest directly in an
     index. Class B since-inception return is calculated from 9/30/93.
6    Morningstar  Muni  Single  State Long  Average is the  average  performance
     without  sales  charges  of  all  mutual  funds  with  similar   investment
     objectives as  calculated  by  Morningstar,  Inc.  Class B  since-inception
     return is calculated from 9/30/93.
7    Lipper  Massachusetts  Municipal  Debt  Average is the average  performance
     without sales charges of all mutual funds with a similar current investment
     style or objective as  determined  by Lipper Inc.  Class B  since-inception
     return is calculated from 9/30/93.
8    SEC Yield is based on the Fund's net investment income over a 30-day period
     and is calculated in accordance  with  Securities  and Exchange  Commission
     guidelines.
9    Taxable  equivalent  yield is based on the maximum  combined federal and MA
     income tax of 43.13%. A portion of income may be subject to federal,  state
     or alternative  minimum tax.  Capital gains, if any, are subject to capital
     gains tax.

2
<PAGE>

                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
================================================================================

                                           INTERVIEW WITH YOUR PORTFOLIO MANAGER
--------------------------------------------------------------------------------
[PICTURE OF JAMES WELCH GOES HERE]
James Welch
Back Bay Advisors, L.P.

Q. How did Massachusetts Tax Free Income Fund perform over the past six months?

The return on Class A shares of Nvest  Massachusetts  Tax Free  Income  Fund was
3.47% at net asset value for the six months ended June 30, 2000, including $0.41
per share in reinvested  dividends.  For the same period,  the Fund's benchmark,
Lehman Municipal Bond Index,  returned 4.48%. Bear in mind that the Lehman Index
reflects  municipal bond  performance  throughout the country,  including states
with lower  ratings than  Massachusetts,  which pay higher  rates to  compensate
investors for greater risk.  Throughout  the period,  we maintained a relatively
conservative  portfolio structure as part of our efforts to smooth out the price
volatility of the market.  This strategy  worked well while  interest rates were
rising,  but it detracted  from  performance  as rates fell in June.

The 30-Day  yield on Class A shares of your Fund was 5.07% as of June 30,  2000,
which is equivalent to a taxable yield of 8.92%,  based on the maximum  combined
federal and Massachusetts income tax rate of 43.13%.

Q. What was the investment environment for Massachusetts  municipal bonds during
the period?

Continuing in its proactive battle against inflation,  the Federal Reserve Board
implemented  a series of  short-term  interest  rate hikes  during the first six
months  of  2000.  Despite  these  tightening   efforts,   the  environment  for
fixed-income  investments  in general  was  surprisingly  positive.  The economy
continued to grow at a brisk pace while inflation remained  relatively  dormant.

The  fixed-income  market was also  bolstered in the early part of the period by
the U.S.  Treasury  Department's  announcement that it was buying back long-term
debt. This created a strong demand for long-term Treasuries,  driving up prices,
and leading to an inverted yield curve -- where yields on short-term  bonds rise
above long-term bond yields.

                                                                               3
<PAGE>
                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
================================================================================

Meanwhile,  the Massachusetts  municipal bond market benefited from strong state
and national  economies.  Revenues from sales, real estate taxes and other taxes
soared,  improving the state's fiscal strength.  Finally, as yields of long-term
Treasuries fell, so too did yields on long-term municipals.  This drop in yields
(and  corresponding  increase in prices) meant that  long-term  municipal  bonds
outperformed  short- and  intermediate-term  municipal  bonds.

Q. Did supply and demand impact the Massachusetts municipal market?

Yes. During the period, the supply of high-quality, tax-exempt issues fell short
of demand,  further  supporting  prices. In contrast to several years ago, state
and local  governments are enjoying record budget  surpluses,  reducing the need
for municipalities to issue new debt to fund new projects. At the same time, the
stock  market's  intense  volatility  caused many  investors  to focus on wealth
preservation  rather  than  wealth  creation  --  increasing  demand for quality
investments, particularly municipal securities issued in Massachusetts and other
states with high bond ratings.

Q. What strategies did you use in managing the Fund?

Throughout the period,  we took advantage of the  Commonwealth's  healthy fiscal
position,  emphasizing  bonds whose  interest  payments are derived from general
state or municipal revenues,  such as taxes.

Pre-Refunded  securities played an
important  role.  These are  securities  for which a bond issuer floats a second
bond in order to pay off the first  bond  before  the call  date,  lowering  the
borrower's costs.  Relative price stability made these holdings top contributors
to your Fund's  performance  early in the year,  but they  worked  against us in
June.

We maintained the Fund's focus on the education and housing sectors, which
are continuing to reap the rewards of a booming economy.  Health care -- a major
industry in the state -- also continued to be well represented in the portfolio.
Although  the sector has yet to make a  complete  recovery,  it has made a solid
improvement  from last  year's  depressed  levels.  However,  we  continue to be
watchful of the Big Dig highway project in metropolitan  Boston.  If the Federal
government ever withdraws  funding,  the Commonwealth would face enormous costs.


4
<PAGE>
                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
================================================================================

                       CREDIT QUALITY COMPOSITION 6/30/00

[PIE CHART DEPICTING BREAKDOWN OF COMPOSITION]

AAA                     49.7%
AA                       3.6%
A                       17.4%
BBB                     14.4%
BB                       6.8%
B/NOT RATED              8.1%

AVERAGE CREDIT QUALITY = AA
AVERAGE PORTFOLIO MATURITY = 18.1 YEARS


           QUALITY IS BASED ON RATINGS PROVIDED BY STANDARD & POOR'S.
               PORTFOLIO HOLDINGS AND ASSET ALLOCATION WILL VARY.

Q. What is your current outlook?

Our overall outlook for Massachusetts municipal bonds -- and for the bond market
in general -- remains  favorable.  We expect the  difference  between  long- and
short-term  yields to continue to narrow.  This would  benefit funds with longer
average  maturities.

We also expect  continued stock market  volatility,  which should make investors
continue to seek the  relative  safety -- and  superior  after-tax  yields -- of
municipal  securities.  This should generate steady demand and price support for
municipal bonds.

This portfolio  manager's  commentary  reflects the conditions and actions taken
during the reporting period, which are subject to change. A shift in opinion may
result in strategic and other portfolio changes.

Nvest  Massachusetts  Tax Free  Income  Fund may  invest a portion  of assets in
lower-rated  bonds that offer higher yields in return for more risk. Some income
may be subject to federal and Massachusetts state taxes. Capital gains are fully
taxable.  Investors may be subject to the  alternative  minimum tax (AMT).  This
fund is non-diversified, meaning it concentrates its assets in fewer securities,
which can  significantly  affect your fund's  performance  and the value of your
investment.  See a prospectus  for details.  The portfolio may also include U.S.
government  securities,  which are guaranteed if held to maturity;  mutual funds
that invest in these  securities are not.


                                                                               5
<PAGE>

                             PORTFOLIO COMPOSITION
================================================================================

Investments as of June 30, 2000
(unaudited)

TAX EXEMPT OBLIGATIONS-- 98.5% OF TOTAL NET ASSETS
<TABLE>
<CAPTION>

                                                                            RATINGS (C)
                                                                        -------------------
PRINCIPAL                                                                         STANDARD
 AMOUNT      DESCRIPTION                                                 MOODY'S  & POOR'S    VALUE (A)
-------------------------------------------------------------------------------------------------------
             GUAM-- 1.6%
<S>          <C>                                                          <C>       <C>       <C>
$1,500,000   Airport Authority Revenue Bond, Series B, 6.600%, 10/1/2010   --       BBB       $1,583,385
                                                                                               ---------
             MASSACHUSETTS MUNICIPAL -- 8.8%
4,000,000    State Refunding, Series A, 6.500%, 11/01/2014, (MBIA
             insured)                                                      Aaa      AAA        4,459,960
 1,500,000   Wholesale Electric, 6.750%, 7/01/2008                         Baa2     BBB+       1,568,970
 2,500,000   Wholesale Electric, 6.750%, 7/01/2011                         Baa2     BBB+       2,603,375
                                                                                               ---------
                                                                                               8,632,305
                                                                                               ---------
             MASSACHUSETTS STATE DEVELOPMENT FINANCE AGENCY-- 12.9%
 2,300,000   Boston University, Series P, 6.000%, 5/15/2029                A3       BBB+       2,265,684
 3,000,000   Health Care Facility Alliance, 7.100%, 7/01/2032              --       --         2,757,270
 2,000,000   Ogden Haverhill A Rmk, 6.700%, 12/01/2014                     --       BBB        2,026,880
 3,000,000   Refunding Springfield Resource Recovery-A, 5.625%, 6/1/2019   A2       --         2,793,870
 3,150,000   Revenue Bond, 5.900%, 11/01/2018                              Ba2      --         2,843,001
                                                                                               ---------
                                                                                              12,686,705
                                                                                               ----------
             MASSACHUSETTS STATE HEALTH & EDUCATION FACILITY AUTHORITY-- 38.4%
 1,500,000   Beverly Hospital Rib, 6.520%, 6/18/2020, (MBIA insured)(d)    Aaa      AAA        1,475,145
 3,000,000   Boston University Rib, Series L, 8.635%, 10/01/2031,
             (MBIA insured)(d)                                             Aaa      AAA        3,191,460
 2,000,000   Catholic Health East Series B, 5.000%, 11/15/2018,
             (AMBAC insured)                                               Aaa      AAA        1,805,720
 1,750,000   Charlton Memorial Hospital, Series B, Pre-Refunded,
             7.250%, 7/01/2013                                              --       A         1,831,480
 3,000,000   Dana Farber, Series G-1, 6.250%, 12/01/2022                    A1       A         2,957,130
   880,000   Educational Loan Revenue Bond, Issue D-Series A,
             7.250%, 1/01/2009, (AMBAC insured)                            Aaa      AAA          902,994
 1,000,000   Faulkner Hospital, Series C, Pre-Refunded, 6.000%, 7/1/2013   Baa1     --         1,052,370
 2,500,000   Harvard University Issue Series W, 6.000%, 7/01/2035          Aaa      AAA        2,579,125
 3,000,000   Harvard University, Series N, 6.250%, 4/01/2020               Aaa      AAA        3,264,780
 2,400,000   Medical Center of Central Mass., CIass A, Pre-Refunded,
             7.000%, 7/1/2012                                              A3       AAA        2,507,208
1,000,000    New England Baptist Hospital, Series B, Pre-Refunded,
             7.300%, 7/01/2011                                             Baa1     AAA        1,047,040
1,220,000    New England Deaconess Hospital, Series D, Pre-Refunded, 6.875%,
             4/01/2022, (AMBAC insured)                                    Aaa      AAA        1,288,662
1,190,000    New England Medical Center, Series F, 6.625%,
             7/01/2025, (FGIC insured)                                     Aaa      AAA        1,223,629
 6,000,000   Nichols College Issue, Series C, 6.000%, 10/01/2017           --       BBB-       5,520,000
 1,275,000   Saints Memorial Medical Center, Series A, 5.750%, 10/1/2006   Ba2      --         1,154,678
 3,340,000   Saints Memorial Medical Center, Series A, 6.000%, 10/1/2023   Ba2                 2,616,189
 3,000,000   Student Loan Revenue Bond Sub-Issue H, 6.900%, 11/1/2009      A3       AA         3,275,310
                                                                                               ---------
                                                                                              37,692,920
                                                                                              ----------

</TABLE>

                See accompanying notes to financial statements.

6
<PAGE>

                         PORTFOLIO COMPOSITION-CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)

<TABLE>
<CAPTION>

TAX EXEMPT OBLIGATIONS-- CONTINUED
                                                                            RATINGS (C)
                                                                        -------------------
PRINCIPAL                                                                         STANDARD
 AMOUNT      DESCRIPTION                                                 MOODY'S  & POOR'S        VALUE (A)
-----------------------------------------------------------------------------------------------------------
             MASSACHUSETTS STATE HOUSING FINANCE AGENCY-- 9.7%
<S>          <C>                                                          <C>       <C>      <C>
$2,000,000   Residential Development, Series A, 6.900%, 11/15/2024,
             (FNMA insured)                                               Aaa       AAA      $ 2,083,720
 2,500,000   Residential Development, Series E, 6.250%, 11/15/2012,
             (FNMA insured)                                               Aaa       AAA        2,593,125
 1,300,000   Residential Development, Series I, 6.900%, 11/15/2025,
             (FNMA insured)                                               Aaa       AAA        1,357,642
 2,925,000   Single Family Mortgage, Series 21, 7.125%, 6/01/2025          Aa       A+         3,022,373
 500,000     Single Family Mortgage, Series 32, 6.600%, 12/01/2026         Aa       A+           511,455
                                                                                               ---------
                                                                                               9,568,315
                                                                                               ---------
             MASSACHUSETTS STATE INDUSTRIAL FINANCE AGENCY-- 9.3%
 2,000,000   FHA Briscoe House Assisted Living, 7.125%, 2/01/2036          --       AAA        2,144,900
 5,000,000   Newton Group Properties LLC Project, 8.000%, 9/01/2027        --       --         5,110,600
 2,000,000   Phillips Academy Issue, 5.375%, 9/01/2023                     Aaa      AAA        1,892,280
                                                                                               ---------
                                                                                               9,147,780
                                                                                               ---------
             MASSACHUSETTS STATE TURNPIKE AUTHORITY-- 3.2%
 6,000,000   Metropolitan Highway System, Capital Appreciation,
             Senior Series C,  Zero Coupon, 1/01/2016, (MBIA insured)      Aaa      AAA        2,467,800
 1,000,000   Rail Connections, Inc. Capital Appreciation, Series B,
             Mass Revenue Route 128 Parking,  Zero Coupon, 7/01/2016       Baa3     BBB          354,150
 1,000,000   Rail Connections, Inc. Capital Appreciation, Series B,
             Mass Revenue Route 128 Parking,  Zero Coupon, 7/01/2017       Baa3     BBB          328,080
                                                                                                 -------
                                                                                               3,150,030
                                                                                               ---------
             MASSACHUSETTS STATE WATER RESOURCES AUTHORITY-- 3.7%
 3,240,000   Series A (FGIC insured), 6.500%, 7/15/2019                    Aaa      AAA        3,602,848
                                                                                               ---------
             PUERTO RICO-- 4.6%
 3,000,000   Aqueduct & Sewer Authority, 6.250%, 7/01/2013                 Baa1     A          3,276,900
 1,000,000   Aqueduct & Sewer Authority, 10.250%, 7/01/2009                Aaa      AAA        1,257,660
                                                                                               ---------
                                                                                               4,534,560
                                                                                               ---------
             PUERTO RICO COMMONWEALTH-- 0.9%
 1,000,000   Public Improvement (FSA insured), 5.000%, 7/01/2028           Aaa      AAA          896,790
                                                                                               ---------
             PUERTO RICO COMMONWEALTH HIGHWAY TRANSPORTATION-- 2.1%
 2,000,000   Series B, 6.000%, 7/01/2026                                   Baa1     A          2,024,000
                                                                                               ---------
 3,045,000   Public Financial Authority, Series A, Pre-Refunded,
             7.250%, 10/01/2018                                             --      AAA        3,284,215
                                                                                               ---------
             Total Tax Exempt Obligations (Identified Cost $97,241,226)                       96,803,853
                                                                                              ----------

</TABLE>

                See accompanying notes to financial statements.

                                                                               7
<PAGE>

                         PORTFOLIO COMPOSITION-CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)


SHORT TERM INVESTMENT-- 0.4%

<TABLE>
<CAPTION>

PRINCIPAL
 AMOUNT      DESCRIPTION                                                               VALUE (A)
------------------------------------------------------------------------------------------------
<S>          <C>                                                                    <C>
 335,000     Household Finance Corp., 6.880%, 7/03/2000                             $   334,872
                                                                                    -----------
             Total Short Term Investment (Identified Cost $334,872)                     334,872
                                                                                    -----------
             Total Investments-- 98.9% (Identified Cost $97,576,098) (b)             97,138,725
             Other assets less liabilities                                            1,107,089
                                                                                      ---------
             Total Net Assets-- 100%                                                $98,245,814
                                                                                    ===========

(a)  See Note 1a of Notes to Financial Statements.
(b)  Federal Tax Information:  At June 30, 2000 the net unrealized  depreciation
     on investments based on cost of $97,576,098 for federal income tax purposes
     was as follows:
     Aggregate gross unrealized  appreciation for all investments
     in which there is an excess of value over tax cost                        $     1,970,245
     Aggregate gross unrealized  depreciation for all investments
     in which there is an excess of tax cost over value                             (2,407,618)
                                                                                    ----------
     Net unrealized depreciation                                               $      (437,373)
                                                                               ===============

</TABLE>

     At  December  31,  1999,  the fund had a  capital  loss  carry  forward  of
     $2,588,254 expiring December 31, 2007.

(c)  The ratings shown are believed to be the most recent  ratings  available at
     June 30, 2000. Securities are generally rated at the time of issuance.  The
     rating  agencies  may revise their  ratings from time to time.  As a result
     there can be no assurance  that the same  ratings  would be assigned if the
     securities  were rated at June 30, 2000. The Fund's  advisor  independently
     evaluates  the  Fund's  portfolio   securities  and  in  making  investment
     decisions does not rely solely on the ratings of agencies.

(d)  Inverse floating rate security. The rate disclosed is as of June 30, 2000.


  LEGEND OF PORTFOLIO ABBREVIATIONS:
  AMBAC                -- American Municipal Bond Assurance Corp.
  FGIC                 -- Financial Guarantee Insurance Company
  FNMA                 -- Federal National Mortgage Association
  FSA                  -- Financial Security Assurance
  MBIA                 -- Municipal Bond Investors Assurance Corp.
  Rib                  -- Residual interest bond


8
                See accompanying notes to financial statements.
<PAGE>

                       STATEMENT OF ASSETS & LIABILITIES
================================================================================

June 30, 2000
(unaudited)

<TABLE>
<CAPTION>
ASSETS
<S>                                                                                     <C>                  <C>
        Investments at value (Identified Cost $97,576,098)                                                   $    97,138,725
        Cash                                                                                                           3,509
        Receivable for:
             Fund shares sold                                                                                          1,781
             Accrued interest                                                                                      1,629,963
                                                                                                                   ---------
                                                                                                                  98,773,978
LIABILITIES
        Payable for:
             Fund shares redeemed                                                       $       255,455
             Dividends declared                                                                 119,099
        Accrued expenses:
             Management fees                                                                     89,084
             Deferred trustees' fees                                                             15,037
             Transfer agent                                                                      20,411
             Accounting and administrative                                                        5,563
             Other expenses                                                                      23,515
                                                                                                 ------
                                                                                                                     528,164
                                                                                                                     -------
NET ASSETS                                                                                                   $    98,245,814
                                                                                                             ===============
        Net Assets consist of:
             Paid in capital                                                                                 $   102,332,858
             Undistributed net investment income                                                                     107,354
             Accumulated net realized gain (loss)                                                                 (3,757,025)
             Unrealized appreciation (depreciation) on investments                                                  (437,373)
                                                                                                                    --------
NET ASSETS                                                                                                   $    98,245,814
                                                                                                             ===============
        Computation of net asset value and offering price:
        Net asset value and redemption price of Class A shares
        ($89,912,234 / 5,761,011 shares of beneficial interest)                                                  $     15.61
                                                                                                                ============
        Offering price per share (100 / 95.75 of $15.61)                                                         $     16.30*
                                                                                                                ============
        Net asset value and offering price of Class B shares
        ($8,333,580 / 535,144 shares of beneficial interest)                                                      $    15.57**
                                                                                                                ============

     *    Based  upon  single  purchases  of less than  $50,000.  Reduced  sales
          charges apply for purchases in excess of this amount.

     **   Redemption  price  per  share  is equal to net  asset  value  less any
          applicable contingent deferred sales charges.

</TABLE>

                See accompanying notes to financial statements.
                                                                               9
<PAGE>

                            STATEMENT OF OPERATIONS
================================================================================

Six Months Ended June 30, 2000
(unaudited)

<TABLE>
<CAPTION>

INVESTMENT INCOME
<S>     <C>                                                                                                  <C>
        Interest                                                                                             $     3,272,008
        Expenses
             Management fees                                                            $       299,529
             Service and distribution fees - Class A                                            160,279
             Service and distribution fees - Class B                                             42,421
             Trustees' fees and expenses                                                          5,260
             Accounting and administrative                                                       17,105
             Custodian                                                                           38,722
             Transfer agent                                                                     112,778
             Audit and tax services                                                              24,630
             Legal                                                                                2,055
             Printing                                                                            10,340
             Registration                                                                         3,683
             Miscellaneous                                                                        2,913
                                                                                                  -----
         Total expenses                                                                         719,715
         Less expenses waived by the investment adviser and subadviser                         (159,193)             560,522
                                                                                               --------              -------
         Net investment income                                                                                     2,711,486

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
WRITTEN OPTIONS AND FUTURES CONTRACTS

        Realized gain (loss) on:
             Investments-- net                                                                  201,950
             Written options-- net                                                              (48,950)
             Futures contracts-- net                                                              6,631
                                                                                                  -----
        Total realized gain (loss) on investments, written options and futures contracts        159,631
                                                                                                -------
        Unrealized appreciation (depreciation) on:
             Investments-- net                                                                  480,073
                                                                                                -------
        Net gain (loss) on investment transactions                                                                   639,704
                                                                                                                     -------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                                                         $    3,351,190
                                                                                                              ==============


</TABLE>

                See accompanying notes to financial statements.

10
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS
================================================================================

(unaudited)
<TABLE>
<CAPTION>

                                                                                             YEAR ENDED      SIX MONTHS ENDED
                                                                                            DECEMBER 31,        JUNE 30,
                                                                                                 1999            2000
                                                                                        -------------------------------------
FROM OPERATIONS
<S>     <C>                                                                             <C>                  <C>
        Net investment income                                                           $     5,857,566      $     2,711,486
        Net realized gain (loss) on investments, written options and futures contracts       (1,501,419)             159,631
        Net unrealized appreciation (depreciation) on investments, written options
        and futures contracts                                                                (9,260,469)             480,073
                                                                                             ----------              -------
        Increase (decrease) in net assets from operations                                    (4,904,322)           3,351,190
                                                                                             ----------            ---------

FROM DISTRIBUTIONS TO SHAREHOLDERS
        Net investment income
             Class A                                                                         (5,480,730)          (2,379,651)
             Class B                                                                           (397,448)            (194,102)
        Net realized gain on investments
             Class A                                                                           (216,698)                   0
             Class B                                                                            (19,179)                   0
        In excess of net realized gain on investments
             Class A                                                                             (7,135)                   0
             Class B                                                                               (631)                   0
                                                                                                   ----                    -
                                                                                             (6,121,821)          (2,573,753)
                                                                                             ----------           ----------
INCREASE (DECREASE) IN NET ASSETS
        DERIVED FROM CAPITAL SHARE TRANSACTIONS                                              (5,765,846)          (8,675,528)
                                                                                             ----------           ----------
Total increase (decrease) in net assets                                                     (16,791,989)          (7,898,091)
NET ASSETS
        Beginning of the period                                                             122,935,894          106,143,905
                                                                                            -----------          -----------
        End of the period                                                               $   106,143,905      $    98,245,814
                                                                                        ===============      ===============
UNDISTRIBUTED (OVERDISTRIBUTED) NET INVESTMENT INCOME
        End of the period                                                               $      (30,379)      $       107,354
                                                                                        ==============       ===============



</TABLE>

                See accompanying notes to financial statements.
                                                                              11
<PAGE>

                              FINANCIAL HIGNLIGHTS
================================================================================

For a share outstanding throughout the period
(unaudited)
<TABLE>
<CAPTION>

                                                               CLASS A
                                          ------------------------------------------------------
                                                                                      SIX MONTHS
                                                                                        ENDED
                                                 YEAR ENDED DECEMBER 31,               JUNE 30,
                                         ---------------------------------------------
                                         1995     1996     1997       1998      1999      2000
                                         -------------------------------------------     ------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Period  $ 15.10   $ 16.85   $ 16.50   $ 17.13   $ 17.02   $ 15.48
                                      -------   -------   -------   -------   -------   -------
Income From Investment Operations
Net Investment Income .............      0.88      0.87      0.86      0.86      0.82      0.44
Net Realized and Unrealized Gain (Loss)
on Investments ....................      1.76     (0.35)     0.63     (0.04)    (1.50)     0.10
                                         ----     -----      ----     -----     -----      ----
Total From Investment Operations ..      2.64      0.52      1.49      0.82     (0.68)     0.54
                                         ----      ----      ----      ----     -----      ----
Less Distributions
Dividends From Net Investment Income    (0.89)    (0.87)    (0.86)    (0.85)    (0.83)    (0.41)
Distributions From Net Realized Gains    0.00      0.00      0.00     (0.08)    (0.03)     0.00
Distributions in Excess of Net
Realized Gains ....................      0.00      0.00      0.00      0.00   0.00 (b)     0.00
                                         ----      ----      ----      ----   ----         ----
Total Distributions ...............     (0.89)    (0.87)    (0.86)    (0.93)    (0.86)    (0.41)
                                        -----     -----     -----     -----     -----     -----
Net Asset Value, End of Period ....   $ 16.85 $   16.50   $ 17.13   $ 17.02   $ 15.48   $ 15.61
                                      ======= =========   =======   =======   =======   =======
Total Return (%) (a) ..............      17.8       3.2       9.3       4.9      (4.1)      3.5
Ratio of Operating Expenses to Average
Net Assets (%) ....................      1.24      1.27      1.29      1.31      1.31      1.38(c)
Ratio of Operating Expenses to Average
  Net Assets After Expense
  Reductions (%) (d) ..............      0.85      0.90      1.00      1.00      1.00      1.07(c)
Ratio of Net Investment Income to
Average Net Assets (%) ............      5.46      5.31      5.17      4.93      5.02      5.47(c)
Portfolio Turnover Rate (%) .......       127       140       132       125        73        23
Net Assets, End of Period (000)      $120,229  $112,934  $113,869  $113,910  $ 97,270  $ 89,912

</TABLE>

     (a)  A sales charge is not reflected in total return calculations.
     (b)  Amount is less than $0.01.
     (c)  Computed on an annualized basis.
     (d)  Expense  ratios  have  been  adjusted  for  the  expense   limitations
          described in Note 4 to the Financial Statements.

                See accompanying notes to financial statements.

12
<PAGE>

                              FINANCIAL HIGNLIGHTS
================================================================================

For a share outstanding throughout the period
(unaudited)
<TABLE>
<CAPTION>

                                                                 CLASS B
                                      ------------------------------------------------------------
                                                                                        SIX MONTHS
                                                                                         ENDED
                                         YEAR ENDED DECEMBER 31,                        JUNE 30,
                                      ------------------------------------------------
                                         1995     1996     1997       1998     1999       2000
                                      ---------------------------------------------      ------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Period  $ 15.08   $ 16.82   $ 16.47   $ 17.09   $ 16.98   $ 15.45
                                      -------   -------   -------   -------   -------   -------
Income From Investment Operations
Net Investment Income .............      0.78      0.75      0.76      0.74      0.71      0.38
Net Realized and Unrealized Gain (Loss)
on Investments ....................      1.74     (0.34)     0.62     (0.03)    (1.49)     0.11
                                         ----     -----      ----     -----     -----      ----
Total From Investment Operations ..      2.52      0.41      1.38      0.71     (0.78)     0.49
                                         ----      ----      ----      ----     -----      ----
Less Distributions
Dividends From Net Investment Income    (0.78)    (0.76)    (0.76)    (0.74)    (0.72)    (0.37)
Distributions From Net Realized Gains    0.00      0.00      0.00     (0.08)    (0.03)     0.00
Distributions in Excess of Net
Realized Gains ....................      0.00      0.00      0.00      0.00   0.00 (b)     0.00
                                         ----      ----      ----      ----   ----         ----
Total Distributions ...............     (0.78)    (0.76)    (0.76)    (0.82)    (0.75)    (0.37)
                                        -----     -----     -----     -----     -----     -----
Net Asset Value, End of Period ....   $ 16.82   $ 16.47   $ 17.09   $ 16.98   $ 15.45   $ 15.57
                                      =======   =======   =======   =======   =======   =======
Total Return (%) (a) ..............      17.0       2.6       8.6       4.2      (4.7)      3.1
Ratio of Operating Expenses to Average
Net Assets (%) ....................      1.89      1.92      1.94      1.96      1.96      2.03(c)
Ratio of Operating Expenses to Average
  Net Assets After Expense
Reductions (%)(d) .................      1.50      1.55      1.65      1.65      1.65      1.72(c)
Ratio of Net Investment Income to
Average Net Assets (%) ............      4.81      4.66      4.52      4.28      4.37      4.82(c)
Portfolio Turnover Rate (%) .......       127       140       132       125        73        23
Net Assets, End of Period (000) ...   $ 6,697   $ 7,442   $ 7,399   $ 9,026   $ 8,874   $ 8,334

</TABLE>

     (a)  A contingent  deferrred  sales charge is not reflected in total return
          calculations.
     (b)  Amount is less than $0.01.
     (c)  Computed on an annualized basis.
     (d)  Expense  ratios  have  been  adjusted  for  the  expense   limitations
          described in Note 4 to the Financial Statements.


                See accompanying notes to financial statements.
                                                                              13
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS
================================================================================

For Six Months Ended June 30, 2000
(unaudited)


1. SIGNIFICANT  ACCOUNTING  POLICIES.  The Fund is a series of Nvest Funds Trust
II, a Massachusetts business trust (the "Trust"),  which is registered under the
Investment  Company  Act of 1940,  as  amended,  (the "1940 Act") as an open-end
management  investment  company.  The Fund seeks a high level of current  income
exempt from  federal  income tax and  Massachusetts  personal  income  tax.  The
Declaration of Trust permits the Trustees to issue an unlimited number of shares
of the Trust in multiple series (each such series is a "Fund").

The Fund offers both Class A and Class B shares.  Class A shares are sold with a
maximum  front end sales charge of 4.25%.  Class B shares do not pay a front end
sales charge, but pay a higher ongoing  distribution fee than Class A shares for
eight years (at which point they automatically  convert to Class A shares),  and
are subject to a contingent  deferred  sales charge if those shares are redeemed
within six years of purchase  (or five years if  purchased  before May 1, 1997).
Expenses  of the Fund are  borne  pro rata by the  holders  of both  classes  of
shares,  except that each class bears expenses  unique to that class  (including
the Rule 12b-1 service and  distribution  fees  applicable  to such class),  and
votes as a class only with  respect to its own Rule 12b-1  plan.  Shares of each
class would  receive  their pro rata share of the net assets of the Fund, if the
Fund was liquidated.  In addition,  the Trustees approve  separate  dividends on
each class of shares.

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with accounting  principles generally accepted in the
United States for investment companies.  The preparation of financial statements
in accordance with generally accepted accounting  principles requires management
to  make  estimates  and  assumptions  that  affect  the  reported  amounts  and
disclosures in the financial statements.  Actual results could differ from those
estimates.

A. SECURITY VALUATION. Debt securities (other than short-term obligations with a
remaining  maturity  of less  than  sixty  days)  are  valued  on the  basis  of
valuations furnished by a pricing service,  authorized by the Board of Trustees,
which service determines valuations for normal, institutional-size trading units
of  such  securities  using  market  information,  transactions  for  comparable
securities  and various  relationships  between  securities  which are generally
recognized by  institutional  traders.  Short-term  obligations with a remaining
maturity  of  less  than  sixty  days  are  stated  at  amortized  cost,   which
approximates  market value.  All other securities and assets are valued at their
fair value as  determined  in good faith by the Fund's  adviser and  subadviser,
under the supervision of the Fund's Trustees.

B. SECURITY TRANSACTIONS AND RELATED INCOME. Security transactions are accounted
for on the  trade  date.  Interest  income is  recorded  on the  accrual  basis.
Interest  income is  increased  by the  accretion  of original  issue  discount.
Interest income is reduced by the  amortization  of premium.  In determining net
gain or loss on securities  sold, the cost of securities has been  determined on
the identified cost basis.

C.  OPTIONS.  The Fund uses  options to hedge  against  changes in the values of
securities  the Fund owns or expects to purchase.  Writing puts and buying calls
tends to increase the Fund's  exposure to the underlying  instrument and writing
calls or buying puts tends to  decrease  the Fund's  exposure to the  underlying
instrument, or hedge other Fund investments.

14
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For Six Months Ended June 30, 2000
(unaudited)

For options purchased to hedge the Fund's investments, the potential risk to the
Fund is that the change in value of options  contracts may not correspond to the
change in value of the hedged  instruments.  In addition,  losses may arise from
changes  in the value of the  underlying  instruments,  if there is an  illiquid
secondary market for the contracts, or if the counterparty is unable to perform.
The maximum loss for purchased  options is limited to premium initially paid for
the option.  For options written by the Fund, the maximum loss is not limited to
the premium initially received for the option.

Exchange  traded  options are valued at the last sale price,  or if no sales are
reported,  the last bid price for  purchased  options and the last ask price for
written  options.  Options  traded  over the  counter  are valued  using  prices
supplied by dealers.

D. INTEREST RATE FUTURES CONTRACTS. The Fund may purchase and sell interest rate
futures  contracts to hedge against changes in the values of securities the Fund
owns or expects to purchase.  An interest rate futures  contract is an agreement
between two parties to buy and sell a security for a set price (or to deliver an
amount  of cash) on a future  date.  Upon  entering  into such a  contract,  the
purchasing  Fund is  required  to pledge to the  broker an amount of cash,  U.S.
Government securities or other high quality debt securities equal to the minimum
"initial  margin"  requirements of the exchange.  Pursuant to the contract,  the
Fund agrees to receive  from or pay to the broker an amount of cash equal to the
daily fluctuation in value of the contract.  Such receipts or payments are known
as  "variation  margin,"  and are  recorded by the Fund as  unrealized  gains or
losses.  When the contract is closed,  the Fund records a realized  gain or loss
equal to the  difference  between  the value of the  contract at the time it was
opened and the value at the time it was closed.

The potential risk to the Fund is that the change in value of futures  contracts
primarily  corresponds  with the value of underlying  instruments  which may not
correspond  to the change in the value of the hedged  instruments.  In addition,
there is a risk that the Fund may not be able to close out its futures positions
due to an illiquid secondary market.

E.  FEDERAL  INCOME  TAXES.  The Fund  intends to meet the  requirements  of the
Internal  Revenue Code  applicable  to regulated  investment  companies,  and to
distribute to its  shareholders  all of its income and any net realized  capital
gains at least  annually.  Accordingly,  no provision for federal income tax has
been made.

F. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS.  Dividends are declared daily to
shareholders of record and are paid monthly.  The timing and characterization of
certain income and capital gains distributions are determined in accordance with
federal tax  regulations  which may differ from  generally  accepted  accounting
principles.  These  differences  are  primarily  due to differing  treatments of
market  discount  for  book  and tax  purposes.  Permanent  book  and tax  basis
differences    relating   to   shareholder    distributions   will   result   in
reclassifications to capital accounts.

G. REPURCHASE AGREEMENTS. The Fund, through its custodian,  receives delivery of
the  underlying  securities  collateralizing  repurchase  agreements.  It is the
Fund's policy that the market value of the  collateral be at least equal to 100%
of the repurchase price including interest. The Fund's subadviser is responsible
for determining  that the value of the collateral is at all times at least equal
to the repurchase  price.  Repurchase  agreements could involve certain risks in
the event of default or insolvency of the other party including  possible delays
or restrictions upon the Fund's ability to dispose of the underlying securities.


                                                                              15
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For Six Months Ended June 30, 2000
(unaudited)

2.  PURCHASES  AND SALES OF  SECURITIES.  For the six months ended June 30, 2000
purchases  and sales of securities  (excluding  short-term  investments)  were $
22,922,991 and $ 31,790,519, respectively.

Transactions  in  written  options  for the six months  ended June 30,  2000 are
summarized as follows:

                                              WRITTEN OPTIONS
                                         NUMBER OF       PREMIUMS
                                         CONTRACTS       RECEIVED
        Open at December 31, 1999               0       $       0
        Contracts opened                     (300)        (40,988)
        Contracts closed                      300          40,988
                                              ---          ------
        Open at June 30, 2000                   0       $       0
                     === ====                   =       =========


3A. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES.  The Fund pays gross
management fees to its investment adviser, Nvest Funds Management,  L.P. ("Nvest
Management") at the annual rate of 0.60% of the first $100 million of the Fund's
average  daily net  assets  and 0.50% of such  assets in excess of $100  million
reduced by payments to the Fund's investment subadviser,  Back Bay Advisors L.P.
("Back  Bay"),  at the rate of 0.30% of the first  $100  million  of the  Fund's
average  daily net  assets and 0.25% of such  assets in excess of $100  million.
Certain officers and directors of Nvest Management are also officers or Trustees
of the Fund.  Nvest  Management  and Back Bay are wholly owned  subsidiaries  of
Nvest  Companies,  L.P.  ("Nvest"),  which is a subsidiary of Metropolitan  Life
Insurance Company (see Note 7).

Fees  earned  by  Nvest  Management  and  Back  Bay  under  the  management  and
subadvisory  agreements  in effect  during the period ended June 30, 2000 are as
follows:

        Fees Earned
        -----------
        Nvest Management        $       149,765
        Back Bay                        149,764
                                        -------
                                      $ 299,529
                                        =======

The effective  annualized  management fee before the expense  limitation for the
six months ended June 30, 2000 was 0.60%. As a result of the expense limitations
as  described in Note 4, the  effective  annualized  management  fee for the six
months ended June 30, 2000 was 0.28%.

B. ACCOUNTING AND ADMINISTRATIVE  EXPENSE.  Nvest Services Company, Inc. ("NSC")
is a wholly  owned  subsidiary  of Nvest and  performs  certain  accounting  and
administrative  services  for the Fund.  The Fund pays NSC a group fee for these
services  equal to the  annual  rate of 0.035% of the first $5  billion of Nvest
Funds'  average  daily net  assets,  0.0325% of the next $5 billion of the Nvest
Funds' average daily net assets, and 0.03% of the Nvest Funds' average daily net
assets in excess of $10 billion.  For the six months ended June 30, 2000,  these
expenses  amounted  to  $17,105,  and  are  shown  separately  in the  financial
statements as accounting and administrative. The effective annualized accounting
and administrative expense was 0.034%.

16
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For Six Months Ended June 30, 2000
(unaudited)

C. SERVICE AND DISTRIBUTION FEES. Pursuant to Rule 12b-1 under the 1940 Act, the
Trust has adopted a Service and Distribution Plan relating to the Fund's Class A
shares (the "Class A Plan") and a Service and Distribution  Plan relating to the
Fund's Class B shares (the "Class B Plan").

Under the Plans,  the Fund pays Nvest Funds  Distributor,  L.P. ("Nvest Funds"),
the Fund's  distributor (a wholly owned  subsidiary of Nvest), a monthly service
fee at the annual rate of 0.25% of the average daily net assets  attributable to
the Fund's Class A and Class B shares,  as reimbursement  for services  provided
and expenses  (including  certain  payments to  securities  dealers,  who may be
affiliated  with Nvest  Funds)  incurred  by Nvest Funds in  providing  personal
services to investors in Class A and Class B shares  and/or the  maintenance  of
shareholder  accounts.  For the six months  ended June 30,  2000,  the Fund paid
Nvest Funds $114,485 and $10,605 in service fees for Class A and Class B shares,
respectively.

Also under the Plans, the Fund pays Nvest Funds monthly distribution fees at the
annual rate of 0.10% of the average daily net assets  attributable to the Fund's
Class A shares and 0.75% of the  average  daily net assets  attributable  to the
Fund's  Class B shares,  as  compensation  for  services  provided  and expenses
(including  certain payments to securities  dealers,  who may be affiliated with
Nvest Funds) incurred by Nvest Funds in connection with the marketing or sale of
Class A and Class B shares,  respectively.  For the six  months  ended  June 30,
2000,  the Fund paid Nvest Funds  $45,794 and $31,816 in  distribution  fees for
Class A and Class B shares, respectively.

Commissions (including contingent deferred sales charges) on Fund shares paid to
Nvest Funds by  investors in shares of the Fund during the six months ended June
30, 2000, amounted to $45,178.

D. TRANSFER AGENT FEES. NSC is the transfer and shareholder  servicing agent for
the Fund and Boston Financial Data Services  ("BFDS") serves as the sub-transfer
agent for the Fund. NSC receives account fees for shareholder accounts.  NSC and
BFDS are also  reimbursed by the Fund for  out-of-pocket  expenses.  For the six
months ended June 30, 2000, the Fund paid NSC $112,777 as  compensation  for its
services as transfer agent.

E. TRUSTEES FEES AND EXPENSES.  The Fund does not pay any compensation  directly
to its  officers or Trustees who are  directors,  officers or employees of Nvest
Management,  Nvest Funds,  Nvest,  NSC or their  affiliates.  Each other Trustee
receives a retainer  fee at the annual rate of $40,000  and  meeting  attendance
fees of  $3,500  for each  meeting  of the  Board  of  Trustees  attended.  Each
committee  member  receives  an  additional  retainer  fee at the annual rate of
$6,000 while each committee  chairman receives a retainer fee (beyond the $6,000
fee) at the annual rate of $4,000. These fees are allocated to the various Nvest
Funds  based on a formula  that takes into  account,  among other  factors,  the
relative net assets of each Fund.

A deferred  compensation plan is available to the Trustees on a voluntary basis.
Each  participating  Trustee will receive an amount equal to the value that such
deferred  compensation  would have  been,  had it been  invested  in the Fund or
certain other Nvest Funds on the normal payment date. Deferred amounts remain in
the funds until distributed in accordance with the Plan.


                                                                              17
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For Six Months Ended June 30, 2000
(unaudited)


4. EXPENSE  LIMITATIONS.  Nvest  Management has given a binding  undertaking and
Back Bay has voluntarily  agreed until further notice to defer their  respective
management and subadvisory  fees and, if necessary,  Nvest Management has agreed
to bear certain  expenses  associated with the Fund, to the extent  necessary to
limit the Fund's  expenses to the annual rates of 1.20% and 1.85% of the average
net  assets  of the  Fund's  Class A and B  shares,  respectively.  The  Fund is
obligated to pay such  deferred  fees in later  periods to the extent the Fund's
expenses  fall  below the  annual  rates of 1.20% and 1.85% of the  average  net
assets of the Fund's Class A and Class B shares, respectively, provided however,
that the Fund is not  obligated to pay any such deferred fees more than one year
after  the  end of the  fiscal  year  in  which  the  fee  was  deferred.  Nvest
Management's  undertaking  will be in effect for the life of the Fund's  current
prospectus.  Prior to this  from May 1,  1999 to April 30,  2000  expenses  were
limited to 1.00% of Class A average  net assets and 1.65% of Class B average net
assets. From September 1, 1996, Back Bay and Nvest Management voluntarily agreed
to reduce  management  fees in order to limit the Fund's  expenses  to an annual
rate of 0.85% of the  Fund's  Class A average  daily net assets and 1.50% of the
Fund's Class B average daily net assets.

As a result of the Fund's expenses exceeding the expense  limitations during the
six months ended June 30, 2000,  Back Bay reduced its subadvisory fee by $79,597
and Nvest Management reduced its advisory fee by $79,596.

5.  CONCENTRATION  OF CREDIT.  The Fund  primarily  invests in debt  obligations
issued by the  Commonwealth  of  Massachusetts  and its political  subdivisions,
agencies and public authorities to obtain funds for various public purposes. The
Fund is more susceptible to factors adversely affecting issuers of Massachusetts
municipal  securities  than is a comparable  municipal  bond fund that is not so
concentrated. Uncertain economic and fiscal conditions may affect the ability of
issuers  of   Massachusetts   municipal   securities  to  meet  their  financial
obligations.  The  Fund had the  following  industry  concentrations,  excluding
Pre-Refunded securities in excess of 10% on June 30, 2000 as a percentage of the
Fund's  total net assets:  Education  (20.0%),  Housing  (13.0%)  and  Utilities
(19.3%).  The Fund had investments in securities of issuers insured by Municipal
Bond Investors  Assurance  Corporation (MBIA) which aggregate 13.2% of its total
net assets at June 30, 2000.

6. CAPITAL SHARES.  At June 30, 2000 there was an unlimited  number of shares of
beneficial interest authorized,  divided into two classes,  Class A and Class B.
Transactions in capital shares were as follows:

<TABLE>
<CAPTION>

                                                                                YEAR ENDED                SIX MONTHS ENDED
                                                                               DECEMBER 31,                    JUNE 30,
                                                                                   1999                          2000
                                                                            ---------------------       ----------------------
CLASS A                                                                     SHARES      AMOUNT          SHARES       AMOUNT
--------                                                                    --------------------------------------------------
<S>                                                                        <C>       <C>                <C>       <C>
Shares sold                                                                663,953   $ 10,865,107       203,345   $  3,132,721
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                                    239,584      3,917,370       113,475      1,755,614
   Distributions from net realized gain                                     11,207        178,976             0              0
                                                                            ------        -------             -              -
                                                                           914,744     14,961,453       316,820      4,888,335
Shares repurchased                                                      (1,324,332)   (21,432,568)     (839,241)   (12,958,578)
                                                                        ----------    -----------      --------    -----------
Net increase (decrease)                                                   (409,588)  $ (6,471,115)     (522,421)  $ (8,070,243)
                                                                          --------   ------------      --------   ------------

</TABLE>

18
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For Six Months Ended June 30, 2000
(unaudited)
<TABLE>
<CAPTION>

                                                                                YEAR ENDED                SIX MONTHS ENDED
                                                                               DECEMBER 31,                    JUNE 30,
                                                                                   1999                          2000
                                                                            ---------------------       ----------------------
CLASS B                                                                     SHARES      AMOUNT          SHARES       AMOUNT
--------                                                                    --------------------------------------------------
<S>                                                                        <C>       <C>                 <C>      <C>
Shares sold                                                                129,045   $  2,117,061        37,215   $    575,162
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                                     17,640        287,560         8,325        128,495
   Distributions from net realized gain                                      1,005         16,013             0              0
                                                                             -----         ------             -              -
                                                                           147,690      2,420,634        45,540        703,657
Shares repurchased                                                        (104,697)    (1,715,365)      (84,803)    (1,308,942)
                                                                          --------     ----------       -------     ----------
Net increase (decrease)                                                     42,993   $    705,269       (39,263)  $   (605,285)
                                                                            ------   ------------       -------   ------------
Increase (decrease) derived from capital share transactions               (366,595)  $ (5,765,846)     (561,684)  $ (8,675,528)
                                                                          ========   ============      ========   ============
</TABLE>

7. SUBSEQUENT  EVENT.  Nvest,  L.P., and its affiliated  operating  partnership,
Nvest  Companies,  L.P., have entered into an agreement for CDC Asset Management
to acquire all of their outstanding  partnership  units. CDC Asset Management is
the investment  management arm of France's  Caisse des Depots et  Consignations,
which is a major diversified  financial  institution.  Nvest will be renamed CDC
Asset  Management-North  America and it will continue to use the holding company
structure.  Nvest  affiliates will retain their investment  independence,  brand
names,  management and operating autonomy. The transaction will not affect daily
operations  of the Nvest Funds or the  investment  management  activities of the
Funds' investment advisers or subadvisers.

Consummation   of  the   transaction   with  CDC  is  subject  to  a  number  of
contingencies, including regulatory approvals and approval of the unitholders of
Nvest,  L.P.  and Nvest  Companies  L.P.  Under the rules for  mutual  funds the
transaction  may  result  in a  change  of  control  for the  Nvest  affiliates.
Consequently,  it is anticipated that the Nvest affiliates will seek approval of
new  agreements  from  the  Board  of  Trustees  and  shareholders  prior to the
consummation  of the  transaction.  The  transaction is expected to close in the
fourth quarter of 2000.

                                                                              19
<PAGE>

                           NVEST MUNICIPAL INCOME FUND
                    NVEST MASSACHUSETTS TAX FREE INCOME FUND
              NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

                        Supplement dated August 21, 2000
  to Nvest Bond Funds Prospectus Classes A, B and C and Nvest Massachusetts Tax
    Free Income Fund and Nvest Intermediate Term Tax Free Fund of California
                      Prospectuses, each dated May 1, 2000

John  Maloney has become  co-manager  of the Funds,  joining  James  Welch.  Mr.
Maloney,  Vice  President at Back Bay Advisors,  has been with the company since
1989. Mr.  Maloney has a B.A. in Economics from the University of  Massachusetts
and has 17 years of investment experience.


20

<PAGE>

                                  NVEST FUNDS
================================================================================

     LARGE-CAP EQUITY FUNDS                     GLOBAL/INTERNATIONAL EQUITY
      Capital Growth Fund                           Star Worldwide Fund
      Kobrick Growth Fund                        International Equity Fund
          Growth Fund
     Growth and Income Fund                        CORPORATE INCOME FUNDS
         Balanced Fund                        Short Term Corporate Income Fund
        Star Value Fund                                Bond Income Fund
                                                      High Income Fund
     ALL-CAP EQUITY FUNDS                          Strategic Income Fund
      Star Advisers Fund
     Kobrick Capital Fund
        Bullseye Fund                             GOVERNMENT INCOME FUNDS
      Equity Income Fund                     Limited Term U.S. Government Fund
                                                 Government Securities Fund
     SMALL-CAP EQUITY FUNDS
      Star Small Cap Fund                           MONEY MARKET FUNDS*
  Kobrick Emerging Growth Fund                     Cash Management Trust
                                               Tax Exempt Money Market Trust
                                              *Investments in the money market
                                                funds are not insured or
                                               gauranteed by the FDIC or any
                                                    government agency.



                             TAX-FREE INCOME FUNDS
                             Municipal Income Fund
                           Intermediate Term Tax Free
                               Fund of California
                       Massachusetts Tax Free Income Fund

To learn more, and for a free prospectus, contact your financial representative.

                    VISIT OUR WEB SITE AT WWW.NVESTFUNDS.COM
                         Nvest Funds Distributor, L.P.
                              399 Boylston Street
                                Boston, MA 02116
                             Toll Free 800-225-5478

 This material is authorized for distribution to prospective investors when it
  is preceded or accompanied by the Fund's current prospectus, which contains
information about distribution charges, management and other items of interest.
    Investors are advised to read the prospectus carefully before investing.

Nvest Funds Distributor, L.P., and other firms selling shares of Nvest Funds are
  members of the National Association of Securities Dealers, Inc. (NASD). As a
service to investors, the NASD has asked that we inform you of the availability
 of a brochure on its Public Disclosure Program. The program provides access to
  information about securities firms and their representatives. Investors may
           obtain a copy by contacting the NASD at 800-289-9999 or by
                   visiting their Web site at www.NASDR.com.

<PAGE>

[Nvest Funds Logo appears here]

MA58-0600

Printed On Recycled Paper
<PAGE>
<PAGE>
                               SEMIANNUAL REPORT

[NVEST FUNDS LOGO GOES HERE]

               NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

[WHERE THE BEST MINDS MEET ARTWORK GOES HERE]

JUNE  30,  2000

PLEASE READ THE PROSPECTUS SUPPLEMENT ON PAGE 20.

<PAGE>
                               PRESIDENTS MESSAGE
================================================================================

                                                                    AUGUST  2000
--------------------------------------------------------------------------------

[PICTURE OF JOHN HAILER GOES HERE]
John
T. Hailer President and
Chief Executive Officer
Nvest Funds

In an effort to protect the U.S. economy from the specter of renewed  inflation,
the Federal  Reserve  Board has raised  interest  rates six times in the past 12
months - three  times  during  the first  six  months  of 2000.  Because  higher
interest  rates  cut into  corporate  profits  and make  financial  assets  less
attractive,  the markets have been undergoing a period of heightened volatility.

YOUR CHOICE OF INVESTMENT TOOLS

Investors react to volatility in different ways. Some seek safer harbors; others
define risk as opportunity and add selectively to their  portfolios.  Regardless
of which type of investor you may  resemble,  remember  that Nvest funds cover a
wide spectrum of investments,  from conservative to aggressive.  These include a
comprehensive  family of equity and fixed-income  funds that may complement your
current holdings, as well as funds that combine different investment styles in a
single portfolio.

For  example,  Nvest Star  funds'  multi-manager  approach  can help you through
periods of market  volatility  by  offering  you  greater  diversification  than
single-manager funds. Each Nvest Star fund is composed of four separate segments
run by managers with distinct  investment  disciplines -- a strategy that allows
investors to benefit from different investment styles and diversified  portfolio
holdings,  seeking superior  long-term  results with reduced risk. We search for
the  strongest  candidates  to  manage  each  segment,   using  approaches  that
complement one another in varying market conditions.  No matter how you react to
shifting markets,  don't let short-term  events derail your long-range  program.
Consult your financial representative before you make any changes.

NVEST IS POISED FOR GLOBAL GROWTH

As you may know,  Nvest Companies is under agreement to be acquired by CDC Asset
Management,  a leading French institutional money management company and a major
global financial institution. CDC's expertise in European stock and bond markets
will be a resource for the premier U.S.  investment  management teams who manage
our funds. Nvest Funds will continue to operate independently,  but with broader
resources to bring you attractive,  innovative products and services. Since your
vote will be required,  you will receive proxy information in September.  In the
meantime,  if you would  like more  information,  you are  welcome  to call your
financial representative or us, or visit our web site, www.nvestfunds.com.

"No matter how you react to shifting markets, don't let short-term events derail
your long- range program.  Consult your financial representative before you make
any changes."

               NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

<PAGE>

              NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA
================================================================================

                                        INVESTMENT RESULTS THROUGH JUNE 30, 2000
--------------------------------------------------------------------------------
PUTTING  PERFORMANCE IN PERSPECTIVE

The  charts  comparing  Nvest  Intermediate  Term Tax Free Fund of  California's
performance  with a benchmark index provide you with a general sense of how your
Fund  performed.  To put this  information  in  context,  it may be  helpful  to
understand the special differences between the two. Your Fund's total return for
the period shown below  appears with and without sales charges and includes Fund
expenses and management  fees. A securities  index measures the performance of a
theoretical  portfolio.  Unlike a fund, the index is unmanaged and does not have
expenses  that affect the results.  It is not possible to invest  directly in an
index. In addition, few investors could purchase all of the securities necessary
to match the index and would incur transaction costs and other expenses, even if
they could.


GROWTH OF A $10,000 INVESTMENT IN CLASS A SHARES

[GROWTH AT $10,000 CHART GOES HERE]

APRIL 1993 (INCEPTION) THROUGH JUNE 2000

                      NAV           MSC      Lehman Municipal
        --------------------------------------------------------
         6/00        13,862        13,515        14,935
         6/99        13,547        13,209        14,465
         6/98        13,221        12,890        14,076
         6/97        12,397        12,087        12,955
         6/96        11,530        11,241        11,885
         6/95        10,676        10,410        11,145
         6/94        10,160         9,906        10,244
         6/93         9,966         9,717        10,224
         6/93        10,000         9,750        10,000

This  illustration  represents past  performance  and does not guarantee  future
results.  Share  price and return will vary and you may have a gain or loss when
you  sell  your  shares.  Other  classes  of  shares  are  available  for  which
performance,  fees and expenses will differ. All results include reinvestment of
dividends and capital gains.


                                                                               1
<PAGE>
              NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA
================================================================================

                                         AVERAGE ANNUAL TOTAL RETURNS -- 6/30/00
--------------------------------------------------------------------------------
<TABLE>

CLASS A (INCEPTION 4/23/93)           6 MONTHS  1 YEAR  5 YEARS  SINCE INCEPTION
<S>                                     <C>     <C>     <C>      <C>
Net Asset Value(1),(4)                  3.64%    2.32%    5.36%     5.07%
With Maximum Sales Charge(2),(4)        1.03    -0.29     4.83      4.71

CLASS B (INCEPTION 9/13/93)           6 MONTHS  1 YEAR  5 YEARS  SINCE INCEPTION
Net Asset Value(1),(4)                  3.14%    1.43%    4.56%     3.41%
With CDSC(3),(4)                       -1.86    -3.43     4.23      3.41

                                                                       SINCE      SINCE
                                                                       FUND'S     FUND'S
                                                                       CLASS A    CLASS B
COMPARATIVE PERFORMANCE                     6 MONTHS 1 YEAR  5 YEARS  INCEPTION  INCEPTION
<S>                                           <C>     <C>     <C>       <C>        <C>
Lehman Municipal Bond Index(5)                4.48%   3.25%   5.88%     5.66%      5.15%
Morningstar Muni CA Interm. Avg.(6)           4.32    3.44    6.24      4.85       4.41
Lipper CA Interm. Municipal Debt Avg.(7)      4.06    3.78    5.10      4.74       4.29

</TABLE>

These returns  represent past  performance and do not guarantee  future results.
Share  price and return  will vary and you may have a gain or loss when you sell
your shares.  Recent returns may be higher or lower than those shown.

                                                            YIELDS AS OF 6/30/00
--------------------------------------------------------------------------------
                                    CLASS A  CLASS B
SEC 30-Day Yield(4),(8)              4.79%   4.19%
Taxable Equivalent Yield(4),(9)      8.75    7.65

NOTES TO CHARTS
1    These results include  reinvestment of any dividends and capital gains, but
     do not include a sales charge.
2    These results include  reinvestment of any dividends and capital gains, and
     the maximum sales charge of 2.50%.
3    These results  include  reinvestment  of any  dividends and capital  gains.
     Performance for Class B shares assumes a maximum 5.00% contingent  deferred
     sales charge applied when you sell shares.
4    The Fund waived certain fees and expenses  during the period  indicated and
     the Fund's  average  annual total  returns and yields would have been lower
     had these not been waived.
5    Lehman  Municipal  Bond  Index is an  unmanaged  composite  measure  of the
     performance of the municipal bond market. You may not invest directly in an
     index. Class A since-inception  return is calculated from 4/30/93.  Class B
     since-inception return is calculated from 9/30/93.
6    Morningstar  Muni CA Intermediate  Debt Average is the average  performance
     without  sales  charges  of all  mutual  funds  with a  similar  investment
     objective as calculated by Morningstar, Inc. Class A since-inception return
     is calculated from 4/30/93.  Class B  since-inception  return is calculated
     from 9/30/93.
7    Lipper California  Intermediate  Average is the average performance without
     sales charges of all mutual funds with a similar current  investment  style
     or objective as determined by Lipper Inc. Class A since-inception return is
     calculated from 4/30/93.  Class B since-inception return is calculated from
     9/30/93.
8    SEC Yield is based on the Fund's net investment income over a 30-day period
     and is calculated in accordance  with  Securities  and Exchange  Commission
     guidelines.
9    Taxable  equivalent  yield is based on the  maximum  combined  federal  and
     California  state income tax bracket of 45.22%.  A portion of income may be
     subject to federal, state and/or alternative minimum tax. Capital gains, if
     any,  are  subject to capital  gains tax.


2
<PAGE>

              NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA
================================================================================

INTERVIEW WITH YOUR PORTFOLIO MANAGER
--------------------------------------------------------------------------------

[PICTURE OF JAMES WELCH GOES HERE]

James Welch
Back Bay Advisors, L.P.

Q. How did Nvest  Intermediate Term Tax Free Fund of California perform over the
past six months?

The  return  on  Class A  shares  of Nvest  Intermediate  Term Tax Free  Fund of
California  was 3.64% at net asset value for the six months ended June 30, 2000,
including  $0.18 per share in  reinvested  dividends.  For the same period,  the
Fund's benchmark, Lehman Municipal Bond Index, returned 4.48%. Bear in mind that
the Lehman Index  reflects  municipal bond  performance  throughout the country,
including states with lower ratings than  California,  which pay higher rates to
compensate  investors for greater risk.  Throughout the period,  we maintained a
relatively conservative portfolio structure as part of our efforts to smooth out
the price  volatility of the market.  This strategy  worked well while  interest
rates were rising, but it detracted from performance as rates fell in June.

The 30-Day  yield on Class A shares of your Fund was 4.79% as of June 30,  2000,
which is equivalent to a taxable yield of 8.75%,  based on the maximum  combined
federal and California income tax rate of 45.22%.

Q. What was the investment environment for California municipal bonds during the
period?

Continuing in its proactive battle against inflation,  the Federal Reserve Board
implemented a series of interest-rate hikes during the first six months of 2000.
Despite these tightening efforts,  the environment for fixed-income  investments
in general was surprisingly  positive.  The economy continued to grow at a brisk
pace, while inflation remained relatively  dormant.

The  fixed-income  market was also  bolstered in the early part of the period by
the U.S.  Treasury  Department's  announcement that it was buying back long-term
debt.  This created a huge demand for long-term  Treasuries,  driving up prices,
and leading to an inverted yield curve -- where yields on short-term  bonds rise
above yields on long-term bonds.

Meanwhile,  the California  economy continued to be one of the healthiest in the
nation.  From high tech to manufacturing to various service  industries,  nearly
every sector of the economy enjoyed vigorous growth.  As a result,  tax revenues
soared, improving the creditworthiness of municipalities.


                                                                               3
<PAGE>

              NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA
================================================================================

Q. How did supply and demand impact the California municipal market?

Over the past six months,  the supply of high  quality,  tax-exempt  issues fell
dramatically  short of demand,  driving up prices. In fact, supply ran about 40%
lower than the same period last year, for several reasons.

In contrast  to several  years ago,  state and local  governments  are  enjoying
record budget surpluses,  reducing the need for municipalities to issue new debt
to finance projects. At the same time, demand for municipal securities increased
during the second quarter of 2000, as investors began to shift assets out of the
volatile  equity  market into the  relatively  stable bond market,  particularly
municipal  securities.  Investors were handsomely  rewarded.  During most of the
period,  municipal bond yields were at  historically  high levels  compared with
U.S. Treasury yields. On an after-tax basis,  AAA-rated municipal bonds provided
returns  far  superior to U.S.  Treasuries.

Q. What strategies did you use in managing the Fund?

Throughout the period we took advantage of California's healthy fiscal position,
emphasizing  general  obligation bonds, whose interest payments are derived from
state or municipal  tax  revenues.  Prerefunded  securities  also played a role.
These are  securities  for which a bond issuer  floats a second bond in order to
pay off the first bond  before  the call date,  lowering  the  borrowing  costs.
Relative price  stability made these  holdings top  contributors  to your Fund's
performance early in the year, but they worked against us in June.

We also  maintained our emphasis on airport bonds which are benefiting  from the
booming  travel  industry,  as well as the housing  sector,  which  continues to
benefit from a strong economy.

Q. What is your outlook for California municipal bonds?

We expect California's investment environment to remain attractive. The
state's economy is flourishing, which should produce rising tax receipts
for municipalities.


4
<PAGE>

              NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA
================================================================================

                       CREDIT QUALITY COMPOSITION 6/30/00

[PIE CHART DEPICTING BREAKDOWN OF COMPOSITION]

AAA                     47.2%
AA                      11.3%
A                       14.6%
BBB                     17.0%
B/NOT RATED              9.9%

AVERAGE CREDIT QUALITY = AA
AVERAGE PORTFOLIO MATURITY = 10.9 YEARS


           QUALITY IS BASED ON RATINGS PROVIDED BY STANDARD & POOR'S.
               PORTFOLIO HOLDINGS AND ASSET ALLOCATION WILL VARY.

However,  we believe  that the Fed may raise  interest  rates again later in the
year. The upcoming  election,  too, is likely to unsettle the financial  markets
because investors dislike change.  Nonetheless,  we expect investors to continue
to seek the  relative  safety -- and superior  after-tax  yields -- of municipal
securities, creating steady demand and price support for Nvest Intermediate Term
Tax Free Fund of California.

The portfolio  manager's  commentary  reflects the  conditions and actions taken
during the reporting period, which are subject to change. A shift in opinion may
result in strategic and other portfolio changes.

Nvest  Intermediate  Term Tax Free Fund of  California  may  invest a portion of
assets in  lower-rated  bonds that offer higher  yields in return for more risk.
Some income may be subject to federal and California state taxes.  Capital gains
are fully  taxable.  Investors  may be subject to the  Alternative  Minimum  Tax
(AMT). This Fund is non-diversified, meaning it concentrates its assets in fewer
securities, which can significantly affect your Fund's performance and the value
of your investment. See a prospectus for details. The portfolio may also include
U.S.  government  securities,  which are guaranteed if held to maturity;  mutual
funds that invest in these  securities are not.


                                                                               5

<PAGE>


                             PORTFOLIO COMPOSITION
================================================================================

Investments as of June 30, 2000
(unaudited)

TAX EXEMPT OBLIGATIONS-- 98.0% OF TOTAL NET ASSETS
<TABLE>

                                                                                              RATINGS (C)
                                                                                --------------------------------------
PRINCIPAL                                                                                      STANDARD
AMOUNT          DESCRIPTION                                                       MOODY'S      & POOR'S      VALUE (A)
-----------------------------------------------------------------------------------------------------------------------
                CALIFORNIA--85.2%
<S>             <C>                                                                 <C>            <C>       <C>
$ 1,250,000     Anaheim Public Financing Authority, Series C, 6.000%,
                9/01/2016, (FSA insured) ........................................   Aaa            AAA      $1,349,737
    945,000     Berkeley Health Facility, Pre-Refunded Revenue Bond,
                6.500%, 12/01/2011, (d) .........................................   A2             A+          992,921
  1,000,000     California Health Facilities Finance Authority Revenue
                Bond, 6.125%, 12/01/2019 ........................................   A2             NA        1,009,500
  1,120,000     California Housing Finance Agency Revenue Bond,
                6.250%, 8/01/2016 ...............................................   Aa2            AA-       1,154,239
  1,195,000     California Housing Finance Agency Revenue Bond,
                7.050%, 8/01/2027 ...............................................   Aa2            AA-       1,224,600
  2,000,000     California Pollution Control Finance Authority Revenue
                Bond, 7.150%, 2/01/2011 .........................................   Ba1            BBB       2,031,180
  1,500,000     California Pollution Control Financing Authority,
                Series A Revenue Bond, 5.900%, 6/01/2014 ........................   A1             A+        1,596,795
  1,000,000     California State, 5.250%, 6/01/2015 .............................   Aa3            AA-         996,880
  1,000,000     California State General Obligation Bond, 7.000%,
                6/01/2002, (FGIC insured) .......................................   Aaa            AAA       1,048,770
  1,000,000     California State Public Works Board, Lease Revenue
                Bond, 5.500%, 6/01/2010 .........................................   Aa3            A+        1,053,000
  1,000,000     California State Public Works Board, Lease Revenue
                Bond, 5.500%, 6/01/2014, (MBIA insured) .........................   Aaa            AAA       1,040,450
  1,000,000     California Statewide Community Development Authority
                Certificate of Participation, 5.375%, 4/01/2017 .................    --            BBB         858,760
  1,850,000     California Statewide Community Development Authority
                Certificate of Participation, 7.125%, 11/01/2016 ................    --             --       1,895,214
  1,540,000     Duarte, California Certificate of Participation,
                Pre-Refunded Revenue Bond, 6.125%, 4/01/2013 ....................   Baa1           AAA       1,638,699
  1,000,000     Fresno, California Unified School District, 6.400%,
                8/01/2016, (MBIA insured) .......................................   Aaa            AAA       1,121,430
  2,030,000     Fresno, California Unified School District Certificate
                of Participation, 7.250%, 3/01/2007 .............................   A3              --       2,104,907
    500,000     Irvine Ranch California Water District, 4.250%,
                8/01/2009, (d) ..................................................   VMIG1          A1+         500,000


                See accompanying notes to financial statements.
6
<PAGE>


                         PORTFOLIO COMPOSITION-CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)

TAX EXEMPT OBLIGATIONS-- CONTINUED
                                                                                              RATINGS (C)
                                                                                --------------------------------------
PRINCIPAL                                                                                      STANDARD
AMOUNT          DESCRIPTION                                                       MOODY'S      & POOR'S      VALUE (A)
-----------------------------------------------------------------------------------------------------------------------
                CALIFORNIA--CONTINUED
$ 1,000,000     Los Angeles, California Department of Water and Power,
                Revenue Bond, 6.000%, 2/15/2016 .................................   Aa3            A+       $1,026,690
  1,050,000     Los Angeles, California State Building Authority,
                5.500%, 10/01/2017, (FGIC insured) ..............................   Aaa            AAA       1,055,145
  1,515,000     Pleasanton Financing Authority, 5.600%, 9/02/2000 ...............   Baa1           --        1,517,727
  1,000,000     Sacramento Utility District Electric Revenue Bond,
                5.145%, 11/15/2006, (FSA insured) (d) ...........................   Aaa            AAA       1,061,690
  1,000,000     Sacramento Utility District Electric Revenue Bond,
                5.375%, 11/15/2006, (FSA insured) (d) ...........................   Aaa            AAA       1,000,000
  2,000,000     San Diego California Unified School District, 7/1/2017 ..........   Aaa            AAA         759,780
  2,000,000     San Diego Port Facilities Revenue Bond, 6.600%, 12/1/2002 .......   --             --        2,045,600
  1,000,000     Southern California Rapid Transit District Certificate
                of Participation, 7.500%, 7/01/2005, (MBIA insured) .............   Aaa            AAA       1,041,040
  2,000,000     Valley Health Systems, Series A Revenue Bond, 6.500%, 5/15/2015 .   --             BBB-      1,852,700
  2,000,000     West & Central Basin Financing Authority, Series C
                Revenue Bond, 5.820%, 8/01/2006, (AMBAC insured) ................   Aaa            AAA       2,064,080
                                                                                                             ---------
                                                                                                            35,041,534
                                                                                                             ----------

                PUERTO RICO--11.1%
1,000,000       Puerto Rico Commonwealth Aqueduct & Sewer Authority,
                6.250%, 7/01/2012 ...............................................   Baa1           A         1,098,400
1,000,000       Puerto Rico Commonwealth General Obligation Bond,
                5.500%, 7/01/2013, (FSA insured) ................................   Aaa            AAA       1,041,500
1,010,000       Puerto Rico Commonwealth General Obligation Bond,
                6.500%, 7/01/2015, (FSA insured) ................................   Aaa            AAA       1,144,370
1,250,000       Puerto Rico Public Finance Corporation Revenue Bond,,
                5.375%, 6/01/2015, (AMBAC insured) ..............................   Aaa            AAA       1,271,125
                                                                                                             ---------
                                                                                                             4,555,395
                                                                                                             ---------
                US VIRGIN ISLANDS--1.7%
685,000 U.S.    Virgin Islands Public Finance Authority
                Pre-Refunded Revenue Bond, 7.750%, 10/01/2006 ...................   --              --         712,373
                                                                                                             ---------
                Total Tax Exempt Obligations
                (Identified Cost $39,604,947)                                                               40,309,302
                                                                                                            ----------

</TABLE>


                See accompanying notes to financial statements.

                                                                               7
<PAGE>

                        PORTFOLIO COMPOSITION - CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)

TAX EXEMPT OBLIGATIONS-- CONTINUED
<TABLE>

PRINCIPAL
AMOUNT          DESCRIPTION                                                                                   VALUE (A)
-----------------------------------------------------------------------------------------------------------------------

<S>             <C>                                                                                     <C>
                Total Investments--98.0% (Identified Cost $39,604,947)(b)                               $    40,309,302
                Other assets less liabilities                                                                   801,729
                                                                                                                -------
                Total Net Assets--100%                                                                  $    41,111,031
                                                                                                        ===============

(a)  See Note 1a of Notes to Financial Statements.
(b)  Federal Tax Information:  At June 30, 2000 the net unrealized  appreciation
     on investments based on cost of $39,604,947 for federal income tax purposes
     was as follows:
     Aggregate gross unrealized appreciation for all investments in which there is an
     excess of value over tax cost                                                                     $        975,005
     Aggregate gross unrealized depreciation for all investments in which there is an
     excess of tax cost over value                                                                             (270,650)
                                                                                                               --------
     Net unrealized appreciation                                                                       $        704,355
                                                                                                       ================

</TABLE>

     At December  31,  1999,  the Fund had a net capital  loss  carryforward  of
     $1,657,968 of which  $522,150  expires on December 31, 2002 and  $1,135,818
     expires on December  31,  2007.  These may be  available  to offset  future
     realize capital gains, if any, to the extent provided by regulations.
(c)  The ratings shown are believed to be the most recent  ratings  available at
     June 30, 2000. Securities are generally rated at the time of issuance.  The
     rating  agencies  may revise their  ratings from time to time.  As a result
     there can be no assurance  that the same  ratings  would be assigned if the
     securities were rated at June 30, 2000. The Fund's subadviser independently
     evaluates  the  Fund's  portfolio   securities  and  in  making  investment
     decisions does not rely solely on the ratings of agencies.
(d)  Variable rate demand note or floating rate security.  The rate disclosed is
     as of June 30, 2000

LEGEND OF PORTFOLIO ABBREVIATIONS:
AMBAC         American Municipal Bond Assurance Corp.
FGIC          Financial Guarantee Insurance Company
FSA           Financial Security Assurance
MBIA          Municipal Bond Investors Assurance Corp.


                See accompanying notes to financial statements.

8
<PAGE>

                      STATEMENT OF ASSETS AND LIABILITIES
================================================================================

June 30, 2000
(unaudited)

<TABLE>

ASSETS
<S>                                                                                   <C>                    <C>
        Investments at value (Identified cost $39,604,947) ......................                            $    40,309,302
        Receivable for:
             Funds shares sold ..................................................                                        682
             Securities sold ....................................................                                    299,788
             Interest ...........................................................                                    632,656
                                                                                                                     -------
                                                                                                                  41,242,428

LIABILITIES
        Payable for:
             Fund shares redeemed ...............................................       $         8,478
             Dividends declared .................................................                58,464
             Custodian bank .....................................................                 1,024

        Accrued expenses:
             Management fees ....................................................                19,866
             Deferred trustees' fees ............................................                14,578
             Transfer agent .....................................................                 4,185
             Accounting and administrative ......................................                 2,302
             Other ..............................................................                22,500
                                                                                                 ------
                                                                                                                     131,397
                                                                                                                     -------

NET ASSETS ......................................................................                            $    41,111,031
                                                                                                             ===============

        Net Assets consist of:
             Paid in capital ....................................................                            $    43,074,766
             Undistributed net investment income ................................                                     49,168
             Accumulated net realized gain (loss) ...............................                                 (2,717,258)
             Unrealized appreciation (depreciation) on investments ..............                                    704,355
                                                                                                             ---------------
NET ASSETS                                                                                                   $    41,111,031
                                                                                                             ===============
        Computation of net asset value and offering price:
        Net asset value and redemption price of Class A shares
        ($33,318,804 / 4,486,808 shares of beneficial interest) .................                            $         7.43
                                                                                                             ==============

        Offering price per share (100 / 97.50 of $7.43) .........................                            $         7.62*
                                                                                                             ==============
        Net asset value and offering price of Class B shares
        ($7,792,227 / 1,052,897 shares of beneficial interest) ..................                            $        7.40**
                                                                                                             ==============

</TABLE>

*    Based upon single  purchases of less than  $100,000.  Reduced sales charges
     apply for purchases in excess of this amount.

**   Redemption  price per share is equal to net asset value less any applicable
     contingent deferred sales charges.


                See accompanying notes to financial statements.
                                                                               9
<PAGE>


                            STATEMENT OF OPERATIONS
================================================================================

Six Months Ended June 30, 2000
(unaudited)
<TABLE>


INVESTMENT INCOME
<S>                                                                                     <C>                  <C>
        Interest                                                                                             $     1,224,890

        Expenses
             Management fees                                                            $       107,901
             Service fees - Class A                                                              41,737
             Service and distribution fees - Class B                                             38,578
             Trustees' fees and expenses                                                          3,991
             Accounting and administrative                                                        6,400
             Custodian                                                                           32,265
             Transfer agent                                                                      12,925
             Audit and tax services                                                              22,543
             Legal                                                                                  803
             Printing                                                                             7,868
             Registration                                                                         4,478
             Miscellaneous                                                                        2,182
                                                                                                  -----
        Total expenses                                                                          281,671
        Less expenses waived by the investment adviser and subadviser                           (78,037)             203,634
                                                                                                -------              -------
        Net investment income                                                                                      1,021,256

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, WRITTEN
OPTIONS AND FUTURES CONTRACTS
        Realized gain (loss) on:
             Investments - net                                                                 (671,692)
             Written options - net                                                              (28,094)
             Futures contracts - net                                                             (7,281)
                                                                                                 ------
             Total realized gain (loss) on investments, written options and futures contracts  (707,067)
                                                                                               --------
        Unrealized appreciation (depreciation) on:
             Investments - net                                                                1,091,471
        Net gain (loss) on investment transactions                                                                   384,404
                                                                                                                     -------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                                                        $     1,405,660
                                                                                                             ===============

</TABLE>


                See accompanying notes to financial statements.

10
<PAGE>


                       STATEMENT OF CHANGES IN NET ASSETS
================================================================================

(unaudited)
<TABLE>

                                                                                            YEAR ENDED      SIX MONTHS ENDED
                                                                                            DECEMBER 31,           JUNE 30,
                                                                                                1999                 2000
                                                                                       ---------------------------------------
FROM OPERATIONS
<S>                                                                                     <C>                  <C>
        Net investment income                                                           $     2,158,692      $     1,021,256
        Net realized gain (loss) on investments, written options and futures contracts         (735,270)            (707,067)
        Unrealized appreciation (depreciation) on investments                                (2,181,742)           1,091,471
                                                                                             ----------            ---------
        Increase (decrease) in net assets from operations                                      (758,320)           1,405,660
                                                                                               --------            ---------

FROM DISTRIBUTIONS TO SHAREHOLDERS
        Net investment income
             Class A                                                                         (1,867,844)            (794,222)
             Class B                                                                           (376,425)            (155,890)
                                                                                               --------             --------
                                                                                             (2,244,269)            (950,112)
                                                                                             ----------             --------
INCREASE (DECREASE) IN NET ASSETS
        DERIVED FROM CAPITAL SHARE TRANSACTIONS                                               1,878,106           (2,827,438)
                                                                                              ---------           ----------
Total increase (decrease) in net assets                                                      (1,124,483)          (2,371,890)

NET ASSETS
             Beginning of the period                                                         44,607,404           43,482,921
                                                                                             ----------           ----------
             End of the period                                                          $    43,482,921      $    41,111,031
                                                                                        ===============      ===============
UNDISTRIBUTED (OVERDISTRIBUTED) NET INVESTMENT INCOME
             End of the period                                                          $       (21,976)     $        49,168
                                                                                        ===============      ===============


</TABLE>

                See accompanying notes to financial statements.

                                                                              11

<PAGE>

                              FINANCIAL HIGHLIGHTS
================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>

                                                        Class A
                                     ---------------------------------------------------------------
                                            Year Ended December 31,                 Six Months Ended
                                     ----------------------------------------------     June 30,
                                       1995       1996      1997     1998      1999      2000
                                     ----------------------------------------------     -------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Period  $  7.08   $  7.65   $  7.66   $  7.87   $  7.83   $  7.34
                                      -------   -------   -------   -------   -------   -------

Income From Investment Operations

Net Investment Income .............      0.39      0.39      0.39      0.37      0.37      0.19
Net Realized and Unrealized Gain (Loss) On
Investments .......................      0.57      0.00      0.20     (0.03)    (0.48)     0.08
                                         ----      ----      ----     -----     -----      ----
Total From Investment Operations ..      0.96      0.39      0.59      0.34     (0.11)     0.27
                                         ----      ----      ----      ----     -----      ----
Less Distributions

Dividends From Net Investment Income    (0.39)    (0.38)    (0.38)    (0.38)    (0.38)    (0.18)
                                        -----     -----     -----     -----     -----     -----
Total Distributions ...............     (0.39)    (0.38)    (0.38)    (0.38)    (0.38)    (0.18)
                                        -----     -----     -----     -----     -----     -----
Net Asset Value, End of Period ....   $  7.65   $  7.66   $  7.87   $  7.83   $  7.34   $  7.43
                                      =======   =======   =======   =======   =======   =======
Total Return (%) (a) ..............      13.9       5.3       8.0       4.5      (1.5)      3.6
Ratio of Operating Expenses to Average Net
Assets (%) ........................      1.31      1.34      1.33      1.35      1.24      1.23(b)
Ratio of Operating Expenses to Average Net
Assets After Expense Reductions (%)(c)   0.70      0.75      0.85      0.85      0.85      0.85(b)
Ratio of Net Investment Income to Average Net
Assets (%) ........................      5.24      5.18      5.06      4.79      4.79      5.12(b)
Portfolio Turnover Rate (%) .......       167       161       120       215       140        59
Net Assets, End of Period (000) ...   $32,707   $35,972   $32,057   $35,348   $35,593   $33,319

</TABLE>

(a)  A sales charge is not reflected in total return calculations.
(b)  Computed on an annualized basis.
(c)  Expense ratios have been adjusted for the expense limitations  described in
     Note 4 to the Financial Statements.


                See accompanying notes to financial statements.

12
<PAGE>

                              FINANCIAL HIGHLIGHTS
================================================================================

For a share outstanding throughout each period
(unaudited)

<TABLE>

                                                        Class B
                                     ---------------------------------------------------------------
                                            Year Ended December 31,                 Six Months Ended
                                     ----------------------------------------------     June 30,
                                       1995       1996      1997     1998      1999      2000
                                     ----------------------------------------------     -------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Period  $  7.07   $  7.63   $  7.64   $  7.85   $  7.81   $  7.32
                                      -------   -------   -------   -------   -------   -------
Income From Investment Operations
Net Investment Income .............      0.33      0.33      0.34      0.32      0.31      0.16
Net Realized and Unrealized Gain (Loss) On
Investments .......................      0.56      0.01      0.20     (0.03)    (0.48)     0.07
                                         ----      ----      ----     -----     -----      ----
Total From Investment Operations ..      0.89      0.34      0.54      0.29     (0.17)     0.23
                                         ----      ----      ----      ----     -----      ----
Less Distributions
Dividends From Net Investment Income    (0.33)    (0.33)    (0.33)    (0.33)    (0.32)    (0.15)
                                        -----     -----     -----     -----     -----     -----
Total Distributions ...............     (0.33)    (0.33)    (0.33)    (0.33)    (0.32)    (0.15)
                                        -----     -----     -----     -----     -----     -----
Net Asset Value, End of Period ....   $  7.63   $  7.64   $  7.85   $  7.81   $  7.32   $  7.40
                                      =======   =======   =======   =======   =======   =======
Total Return (%) (a) ..............      12.9       4.6       7.2       3.7      (2.2)      3.1
Ratio of Operating Expenses to Average Net
Assets (%) ........................      2.06      2.09      2.08      2.10      1.99      1.97(b)
Ratio of Operating Expenses to Average Net
Assets After Expense Reductions (%)      1.45      1.50      1.60      1.60      1.60      1.60(b)
Ratio of Net Investment Income to Average Net
Assets (%) ........................      4.49      4.43      4.31      4.04      4.04      4.37(b)
Portfolio Turnover Rate (%) .......       167       161       120       215       140        59
Net Assets, End of Period (000) ...   $ 5,617   $ 7,590   $ 8,881   $ 9,259   $ 7,889   $ 7,792

</TABLE>

(a)  A  contingent  deferred  sales  charge  is not  reflected  in total  return
     calculations.
(b)  Computed on an annualized basis.
(c)  Expense ratios have been adjusted for the expense limitations  described in
     Note 4 to the Financial Statements.


                See accompanying notes to financial statements.

                                                                              13
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS
================================================================================

For the Six Months Ended June 30, 2000
(unaudited)


1. SIGNIFICANT  ACCOUNTING  POLICIES.  The Fund is a series of Nvest Funds Trust
II, a Massachusetts business trust (the "Trust"),  which is registered under the
Investment  Company Act of 1940,  as amended  (the "1940  Act"),  as an open-end
management  investment  company.  The Fund seeks a high level of current  income
exempt  from  federal  income  tax  and  California  personal  income  tax.  The
Declaration of Trust permits the trustees to issue an unlimited number of shares
of the Trust in multiple series (each such series is a "Fund").

The Fund offers both Class A and Class B shares.  Class A shares are sold with a
maximum  front end sales charge of 2.50%.  Class B shares do not pay a front end
sales charge, but pay a higher ongoing  distribution fee than Class A shares for
eight years (at which point they automatically  convert to Class A shares),  and
are subject to a contingent  deferred  sales charge if those shares are redeemed
within six years of purchase  (or five years if  purchased  before May 1, 1997).
Expenses  of the Fund are  borne  pro rata by the  holders  of both  classes  of
shares,  except that each class bears expenses  unique to that class  (including
the Rule 12b-1 service and  distribution  fees  applicable  to such class),  and
votes as a class only with  respect to its own Rule 12b-1  Plan.  Shares of each
class would  receive  their pro rata share of the net assets of the Fund, if the
Fund were liquidated.  In addition,  the Trustees approve separate  dividends on
each class of shares.

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with accounting  principles generally accepted in the
United States for investment companies.  The preparation of financial statements
in accordance with generally accepted accounting  principles requires management
to  make  estimates  and  assumptions  that  affect  the  reported  amounts  and
disclosures in the financial statements.  Actual results could differ from those
estimates.

A. SECURITY VALUATION. Debt securities (other than short-term obligations with a
remaining  maturity  of less  than  sixty  days)  are  valued  on the  basis  of
valuations furnished by a pricing service,  authorized by the Board of Trustees,
which service determines valuations for normal, institutional-size trading units
of  such  securities  using  market  information,  transactions  for  comparable
securities  and various  relationships  between  securities  which are generally
recognized by  institutional  traders.  Short-term  obligations with a remaining
maturity  of  less  than  sixty  days  are  stated  at  amortized  cost,   which
approximates  market value.  All other securities and assets are valued at their
fair value as determined in good faith by the Fund's  adviser,  and  subadviser,
under the supervision of the Fund's Trustees.

B. SECURITY TRANSACTIONS AND RELATED INCOME. Security transactions are accounted
for on the  trade  date.  Interest  income is  recorded  on the  accrual  basis.
Interest  income is increased by the  accretion of original  issue  discount and
market discount.  Interest income is reduced by the amortization of premium.  In
determining net gain or loss on securities sold, the cost of securities has been
determined on the identified cost basis.

C.  OPTIONS.  The Fund uses  options to hedge  against  changes in the values of
securities  the Fund owns or expects to purchase.  Writing puts and buying calls
tends to increase the Fund's  exposure to the underlying  instrument and writing
calls or buying puts tends to  decrease  the Fund's  exposure to the  underlying
instrument, or hedge other Fund investments.

14
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

For options purchased to hedge the Fund's investments, the potential risk to the
Fund is that the change in value of options  contracts may not correspond to the
change in value of the hedged  instruments.  In addition,  losses may arise from
changes  in the value of the  underlying  instruments,  if there is an  illiquid
secondary market for the contracts, or if the counterparty is unable to perform.
The maximum loss for purchased  options is limited to premium initially paid for
the option.  For options written by the Fund, the maximum loss is not limited to
the premium initially received for the option.

Exchange  traded  options are valued at the last sale price,  or if no sales are
reported,  the last bid price for  purchased  options and the last ask price for
written  options.  Options  traded  over the  counter  are valued  using  prices
supplied by dealers.

D.  INTEREST  RATE  FUTURES  CONTRACTS.  The Fund may enter into  interest  rate
futures contracts to hedge against changes in the values of tax exempt municipal
securities  the Fund owns or expects  to  purchase.  An  interest  rate  futures
contract is an  agreement  between two parties to buy and sell a security  for a
set price (or to deliver an amount of cash) on a future date. Upon entering into
such a  contract,  the  purchasing  Fund is  required to pledge to the broker an
amount of cash, U.S. Government securities or other high quality debt securities
equal to the minimum "initial margin" requirements of the exchange.  Pursuant to
the contract,  the Fund agrees to receive from or pay to the broker an amount of
cash equal to the daily  fluctuation in value of the contract.  Such receipts or
payments  are  known as  "variation  margin,"  and are  recorded  by the Fund as
unrealized  gains or losses.  When the  contract is closed,  the Fund  records a
realized gain or loss equal to the difference  between the value of the contract
at the time it was opened and the value at the time it was closed.

The potential risk to the Fund is that the change in value of futures  contracts
primarily  corresponds  with the value of underlying  instruments  which may not
correspond  to the change in the value of the hedged  instruments.  In addition,
there is a risk that the Fund may not be able to close out its futures positions
due to an illiquid secondary market.

E.  FEDERAL  INCOME  TAXES.  The Fund  intends to meet the  requirements  of the
Internal  Revenue Code  applicable  to regulated  investment  companies,  and to
distribute to its  shareholders  all of its income and any net realized  capital
gains at least  annually.  Accordingly,  no provision for federal income tax has
been made.

F. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS.  Dividends are declared daily to
shareholders of record and are paid monthly.  The timing and characterization of
certain income and capital gains distributions are determined in accordance with
federal tax  regulations  which may differ from  generally  accepted  accounting
principles.  These  differences  relate  primarily  to differing  treatments  of
capital  loss  carryforwards,  futures  transactions  and post  October  losses.
Permanent book and tax basis differences  relating to shareholder  distributions
will result in reclassifications to capital accounts.

G. REPURCHASE AGREEMENTS. The Fund, through its custodian,  receives delivery of
the  underlying  securities  collateralizing  repurchase  agreements.  It is the
Fund's policy that the market value of the  collateral be at least equal to 100%
of the repurchase  price. The subadviser is responsible for determining that the
value of the collateral is at all times at least equal to the repurchase  price.
Repurchase  agreements  could  involve  certain risks in the event of default

                                                                              15
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

or insolvency of the other party including  possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.

2.  PURCHASES  AND SALES OF  SECURITIES.  For the six months ended June 30, 2000
purchases  and  sales of  securities  (excluding  short-term  investments)  were
$23,801,812 and $27,097,701, respectively.

3A.  MANAGEMENT FEES AND OTHER  TRANSACTIONS  WITH  AFFILIATES.  The Fund pays a
gross management fee to its investment  adviser,  Nvest Funds  Management,  L.P.
("Nvest  Management")  at the annual rate of 0.525% of the first $200 million of
the Fund's  average daily net assets,  0.50% of the next $300 million and 0.475%
of such  assets in excess of $500  million  reduced by the payment to the Fund's
investment  subadviser  Back  Bay  Advisors,  L.P.  ("Back  Bay") at the rate of
0.2625% of the first $200 million of the Fund's average daily net assets,  0.25%
of the next $300  million and 0.2375% of such assets in excess of $500  million.
Certain officers and directors of Nvest Management are also officers or Trustees
of the Fund.  Nvest  Management  and Back Bay are wholly owned  subsidiaries  of
Nvest  Companies,  L.P.  ("Nvest")  which is a subsidiary of  Metropolitan  Life
Insurance  Company  (see Note 7). Fees earned by Nvest  Management  and Back Bay
under the management and subadvisory  agreements in effect during the six months
ended June 30, 2000 are as follows:

        Fees Earned
        -----------
        Nvest Management        $       53,951
        Back Bay                        53,950
                                        ------
                                $      107,901
                                       =======

The effective  annualized  management fee before the expense  limitation for the
six months ended June 30, 2000 was 0.525%. As a result of the expense limitation
as  described in Note 4, the  effective  annualized  management  fee for the six
months ended June 30, 2000 was 0.145%

B. ACCOUNTING AND ADMINISTRATIVE  EXPENSE.  Nvest Services Company, Inc. ("NSC")
is a wholly  owned  subsidiary  of Nvest and  performs  certain  accounting  and
administrative  services  for the Fund.  The Fund pays NSC a group fee for these
services  equal to the  annual  rate of 0.035% of the first $5  billion of Nvest
Funds'  average  daily net  assets,  0.0325% of the next $5 billion of the Nvest
Funds' average daily net assets, and 0.03% of the Nvest Funds' average daily net
assets in excess of $10 billion.  For the six months ended June 30, 2000,  these
expenses  amounted  to  $6,400,  and  are  shown  separately  in  the  financial
statements as accounting and administrative. The effective annualized accounting
and administrative expense for the six months ended June 30, 2000 was 0.034%.

C. SERVICE AND DISTRIBUTION FEES. Pursuant to Rule 12b-1 under the 1940 Act, the
Fund has  adopted a Service  Plan  relating  to the Fund's  Class A shares  (the
"Class A Plan") and a Service and Distribution Plan relating to the Fund's Class
B shares (the "Class B Plan").

Under the Class A Plan,  the Fund pays Nvest  Funds  Distributor,  L.P.  ("Nvest
Funds"),  the Fund's  distributor (a wholly owned subsidiary of Nvest) a monthly
service  fee at the  annual  rate of  0.25%  of the  average  daily  net  assets
attributable  to the  Fund's  Class A  shares,  as  reimbursement  for  expenses
(including  certain payments to securities  dealers,  who may be affiliated with
Nvest Funds) incurred by Nvest Funds in providing personal services to investors
in Class A shares and/or the  maintenance of shareholder  accounts.  For the six
months ended June 30, 2000,  the Fund paid

16
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

Nvest  Funds  $41,737 in fees under the Class A Plan.  If the  expenses of Nvest
Funds that are  otherwise  reimbursable  under the Class A Plan  incurred in any
year  exceed  the  amounts  payable  by the Fund  under  the  Class A Plan,  the
unreimbursed amount (together with unreimbursed amounts from prior years) may be
carried  forward  for  reimbursement  in future  years in which the Class A Plan
remains  in effect.  The amount of  unreimbursed  expenses  at June 30,  2000 is
$179,456.

Under the Class B Plan,  the Fund pays Nvest Funds a monthly  service fee at the
annual rate of 0.25% of the average daily net assets  attributable to the Fund's
Class B shares,  as compensation for services  provided and expenses  (including
certain payments to securities dealers,  who may be affiliated with Nvest Funds)
incurred by Nvest Funds in providing  personal  services to investors in Class B
shares and/or the maintenance of shareholder accounts.  For the six months ended
June 30, 2000,  the Fund paid Nvest Funds $9,644 in service fees under the Class
B Plan.

Also under the Class B Plan,  the Fund pays Nvest  Funds a monthly  distribution
fee at the annual rate of 0.75% of the average daily net assets  attributable to
the Fund's Class B shares,  as compensation  for services  provided and expenses
(including  certain payments to securities  dealers,  who may be affiliated with
Nvest Funds) incurred by Nvest Funds in connection with the marketing or sale of
Class B shares.  For the six  months  ended June 30,  2000,  the Fund paid Nvest
Funds $28,934 in distribution fees under the Class B Plan.

Commissions (including contingent deferred sales charges) on Fund shares paid to
Nvest Funds by  investors of shares of the Fund during the six months ended June
30, 2000 amounted to $12,175.

D. TRANSFER AGENT FEES. NSC is the transfer and shareholder  servicing agent for
the Fund and Boston Financial Data Services  ("BFDS") serves as the sub-transfer
agent for the Fund. NSC receives account fees for shareholder accounts.  NSC and
BFDS are also  reimbursed by the Fund for  out-of-pocket  expenses.  For the six
months ended June 30, 2000,  the Fund paid NSC $17,069 as  compensation  for its
services as transfer agent.

E. TRUSTEES FEES AND EXPENSES.  The Fund does not pay any compensation  directly
to its  officers or Trustees who are  directors,  officers or employees of Nvest
Management,  Nvest Funds,  Nvest,  NSC or their  affiliates.  Each other Trustee
receives a retainer  fee at the annual rate of $40,000  and  meeting  attendance
fees of  $3,500  for each  meeting  of the  Board  of  Trustees  attended.  Each
committee  member  receives  an  additional  retainer  fee at the annual rate of
$6,000 while each committee  chairman receives a retainer fee (beyond the $6,000
fee) at the annual rate of $4,000. These fees are allocated to the various Nvest
Funds  based on a formula  that takes into  account,  among other  factors,  the
relative net assets of each Fund.

A deferred  compensation plan is available to the Trustees on a voluntary basis.
Each  participating  Trustee will receive an amount equal to the value that such
deferred  compensation  would have  been,  had it been  invested  in the Fund or
certain other Nvest Funds on the normal payment date. Deferred amounts remain in
the Funds until distributed in accordance with the Plan.

4. EXPENSE  LIMITATIONS.  Nvest  Management has given a binding  undertaking and
Back Bay has voluntarily  agreed until further notice to defer their  respective
management and subadvisory  fees and, if necessary,  Nvest Management has agreed
to bear certain  expenses  associated with the Fund, to the extent  necessary to
limit the

                                                                              17
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

Fund's expenses to the annual rates of 0.85% and 1.60% of the average net assets
of the Fund's Class A and B shares,  respectively.  The Fund is obligated to pay
such deferred fees in later periods to the extent the Fund's expenses fall below
the annual rates of 0.85%, and 1.60% of average net assets of the Fund's Class A
and  Class B  shares,  respectively,  provided  however,  that  the  Fund is not
obligated to pay any such  deferred fees more than one year after the end of the
fiscal year in which the fee was deferred.  Nvest Management's  undertaking will
be in effect for the life of the Fund's current  prospectus.  Prior to September
1, 1996, Back Bay and Nvest Management  voluntarily  agreed to reduce management
fees in order to limit the  Fund's  expenses  to an annual  rate of 0.70% of the
Fund's Class A average  daily net assets and 1.45% of the Fund's Class B average
daily net assets.

As a result of the Fund's expenses exceeding the expense  limitations during the
six months ended June 30, 2000, Back Bay reduced its subadvisory fees by $39,018
and Nvest Management reduced its advisory fees by $39,019.

5.  CONCENTRATION  OF CREDIT.  The Fund  primarily  invests in debt  obligations
issued by the State of California and its political  subdivisions,  agencies and
public authorities to obtain funds for various public purposes. The Fund is more
susceptible  to factors  adversely  affecting  issuers of  California  municipal
securities than is a comparable municipal bond fund that is not as concentrated.
Uncertain  economic and fiscal  conditions  may affect the ability of issuers of
California  municipal securities to meet their financial  obligations.  The Fund
had the following industry concentrations in excess of 10% on June 30, 2000 as a
percentage of the Fund's total net assets: Finance (13.7%),  Healthcare (13.6%),
Education (12.2%), and Municipal (11.1%).

6. CAPITAL SHARES.  At June 30, 2000 there was an unlimited  number of shares of
beneficial interest authorized,  divided into two classes,  Class A and Class B.
Transactions in capital shares were as follows:

<TABLE>

                                                                                 YEAR ENDED               SIX MONTHS ENDED
                                                                                DECEMBER 31,                   JUNE 30,
                                                                                   1999                          2000
CLASS A                                                                     SHARES         AMOUNT        SHARES         AMOUNT
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>              <C>         <C>
Shares sold                                                              2,383,925   $ 18,347,369     204,108     $   1,500,704
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                                    145,308      1,107,226        70,009         514,778
                                                                           -------      ---------        ------         -------
                                                                         2,529,233     19,454,595       274,117       2,015,482
Shares repurchased                                                      (2,193,681)   (16,773,597)     (636,068)     (4,659,375)
                                                                        ----------    -----------      --------      ----------
Net increase (decrease)                                                  335,552     $  2,680,998      (361,951)  $  (2,643,893)
                                                                         -------     ------------      --------   -------------

</TABLE>

18
<PAGE>
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================
<TABLE>

                                                                                 YEAR ENDED               SIX MONTHS ENDED
                                                                                DECEMBER 31,                   JUNE 30,
                                                                                   1999                          2000
CLASS B                                                                     SHARES         AMOUNT        SHARES         AMOUNT
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>       <C>                   <C>     <C>
Shares sold                                                                202,511 $    1,524,313        28,593  $     209,650
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                                     28,996        220,717        13,155         96,391
                                                                            ------        -------        ------         ------
                                                                           231,507      1,745,030        41,748        306,041
Shares repurchased                                                        (339,124)    (2,547,922)      (66,951)      (489,586)
                                                                          --------     ----------       -------       --------
Net increase (decrease)                                                   (107,617)  $   (802,892)      (25,203)  $   (183,545)
                                                                          --------   ------------       -------   ------------
Increase (decrease) derived from capital shares transactions               227,935   $  1,878,106      (387,154)  $ (2,827,438)
                                                                         ======= ================      ========   ============

</TABLE>


7. SUBSEQUENT  EVENT.  Nvest,  L.P., and its affiliated  operating  partnership,
Nvest  Companies,  L.P., have entered into an agreement for CDC Asset Management
to acquire all of their outstanding  partnership  units. CDC Asset Management is
the investment  management arm of France's  Caisse des Depots et  Consignations,
which is a major diversified  financial  institution.  Nvest will be renamed CDC
Asset  Management-North  America and it will continue to use the holding company
structure.  Nvest  affiliates will retain their investment  independence,  brand
names,  management and operating autonomy. The transaction will not affect daily
operations  of the Nvest Funds or the  investment  management  activities of the
Funds' investment advisers or subadvisers.

Consummation   of  the   transaction   with  CDC  is  subject  to  a  number  of
contingencies, including regulatory approvals and approval of the unitholders of
Nvest,  L.P.  and Nvest  Companies  L.P.  Under the rules for  mutual  funds the
transaction  may  result  in a  change  of  control  for the  Nvest  affiliates.
Consequently,  it is anticipated that the Nvest affiliates will seek approval of
new  agreements  from  the  Board  of  Trustees  and  shareholders  prior to the
consummation  of the  transaction.  The  transaction is expected to close in the
fourth quarter of 2000.

                                                                              19

<PAGE>


                          NVEST MUNICIPAL INCOME FUND
                      NVEST MASSACHUSETTS TAX FREE INCOME
            FUND NVEST INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

                        Supplement dated August 21, 2000
  to Nvest Bond Funds Prospectus Classes A, B and C and Nvest Massachusetts Tax
    Free Income Fund and Nvest Intermediate Term Tax Free Fund of California
                      Prospectuses, each dated May 1, 2000

John  Maloney has become  co-manager  of the Funds,  joining  James  Welch.  Mr.
Maloney,  Vice  President at Back Bay Advisors,  has been with the company since
1989. Mr.  Maloney has a B.A. in Economics from the University of  Massachusetts
and has 17 years of investment experience.


20

<PAGE>

                                  NVEST FUNDS
================================================================================

     LARGE-CAP EQUITY FUNDS                     GLOBAL/INTERNATIONAL EQUITY
      Capital Growth Fund                           Star Worldwide Fund
      Kobrick Growth Fund                        International Equity Fund
          Growth Fund
     Growth and Income Fund                        CORPORATE INCOME FUNDS
         Balanced Fund                        Short Term Corporate Income Fund
        Star Value Fund                                Bond Income Fund
                                                      High Income Fund
     ALL-CAP EQUITY FUNDS                          Strategic Income Fund
      Star Advisers Fund
     Kobrick Capital Fund
        Bullseye Fund                             GOVERNMENT INCOME FUNDS
      Equity Income Fund                     Limited Term U.S. Government Fund
                                                 Government Securities Fund
     SMALL-CAP EQUITY FUNDS
      Star Small Cap Fund                           MONEY MARKET FUNDS*
  Kobrick Emerging Growth Fund                     Cash Management Trust
                                               Tax Exempt Money Market Trust
                                              *Investments in the money market
                                                funds are not insured or
                                               gauranteed by the FDIC or any
                                                    government agency.



                             TAX-FREE INCOME FUNDS
                             Municipal Income Fund
                           Intermediate Term Tax Free
                               Fund of California
                       Massachusetts Tax Free Income Fund

To learn more, and for a free prospectus, contact your financial representative.

                    VISIT OUR WEB SITE AT WWW.NVESTFUNDS.COM
                         Nvest Funds Distributor, L.P.
                              399 Boylston Street
                                Boston, MA 02116
                             Toll Free 800-225-5478

 This material is authorized for distribution to prospective investors when it
  is preceded or accompanied by the Fund's current prospectus, which contains
information about distribution charges, management and other items of interest.
    Investors are advised to read the prospectus carefully before investing.

Nvest Funds Distributor, L.P., and other firms selling shares of Nvest Funds are
  members of the National Association of Securities Dealers, Inc. (NASD). As a
service to investors, the NASD has asked that we inform you of the availability
 of a brochure on its Public Disclosure Program. The program provides access to
  information about securities firms and their representatives. Investors may
           obtain a copy by contacting the NASD at 800-289-9999 or by
                   visiting their Web site at www.NASDR.com.

<PAGE>

[Nvest Funds Logo appears here]

CA58-0600

Printed On Recycled Paper
<PAGE>
<PAGE>
<PAGE>


                               SEMIANNUAL REPORT
[NVEST FUNDS LOGO GOES HERE]

--------------------------------------------------------------------------------
NVEST  GROWTH AND INCOME  FUND


[WHERE THE BEST MINDS MEET ARTWORK GOES HERE]

JUNE  30,  2000
<PAGE>
                               PRESIDENTS MESSAGE
================================================================================

                                                                    AUGUST  2000
--------------------------------------------------------------------------------
[PICTURE OF JOHN HAILER GOES HERE]
John
T. Hailer President and
Chief Executive Officer
Nvest Funds

In an effort to protect the U.S. economy from the specter of renewed  inflation,
the Federal  Reserve  Board has raised  interest  rates six times in the past 12
months - three  times  during  the first  six  months  of 2000.  Because  higher
interest  rates  cut into  corporate  profits  and make  financial  assets  less
attractive,  the markets have been undergoing a period of heightened volatility.

YOUR CHOICE OF INVESTMENT TOOLS

Investors react to volatility in different ways. Some seek safer harbors; others
define risk as opportunity and add selectively to their  portfolios.  Regardless
of which type of investor you may  resemble,  remember  that Nvest funds cover a
wide spectrum of investments,  from conservative to aggressive.  These include a
comprehensive  family of equity and fixed-income  funds that may complement your
current holdings, as well as funds that combine different investment styles in a
single portfolio.

For  example,  Nvest Star  funds'  multi-manager  approach  can help you through
periods of market  volatility  by  offering  you  greater  diversification  than
single-manager funds. Each Nvest Star fund is composed of four separate segments
run by managers with distinct  investment  disciplines -- a strategy that allows
investors to benefit from different investment styles and diversified  portfolio
holdings,  seeking superior  long-term  results with reduced risk. We search for
the  strongest  candidates  to  manage  each  segment,   using  approaches  that
complement one another in varying market conditions.  No matter how you react to
shifting markets,  don't let short-term  events derail your long-range  program.
Consult your financial representative before you make any changes.

NVEST IS POISED FOR GLOBAL GROWTH

As you may know,  Nvest Companies is under agreement to be acquired by CDC Asset
Management,  a leading French institutional money management company and a major
global financial institution. CDC's expertise in European stock and bond markets
will be a resource for the premier U.S.  investment  management teams who manage
our funds. Nvest Funds will continue to operate independently,  but with broader
resources to bring you attractive,  innovative products and services. Since your
vote will be required,  you will receive proxy information in September.  In the
meantime,  if you would  like more  information,  you are  welcome  to call your
financial representative or us, or visit our web site, www.nvestfunds.com.

"No matter how you react to shifting markets, don't let short-term events derail
your long- range program.  Consult your financial representative before you make
any changes."

               NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

<PAGE>

                          NVEST GROWTH AND INCOME FUND
================================================================================

                                        INVESTMENT RESULTS THROUGH JUNE 30, 2000
--------------------------------------------------------------------------------

PUTTING PERFORMANCE IN PERSPECTIVE

The charts comparing Nvest Growth and Income Fund's performance with a benchmark
index provide you with a general sense of how your Fund  performed.  To put this
information in context,  it may be helpful to understand the special differences
between the two.  Your Fund's total  return for the period  shown below  appears
with and without sales charges and includes Fund expenses and management fees. A
securities index measures the performance of a theoretical  portfolio.  Unlike a
fund, the index is unmanaged and does not have expenses that affect the results.
It is not possible to invest  directly in an index.  In addition,  few investors
could  purchase  all of the  securities  necessary  to match the index and would
incur  transaction  costs and other expenses,  even if they  could.

                             GROWTH OF A $10,000  INVESTMENT  IN CLASS A  SHARES

JUNE  1990  THROUGH  JUNE  2000

[GROWTH OF $10,000 CHART GOES HERE

                      NAV           MSC         S&P 500
        ------------------------------------------------
         6/00        39,820        37,531        51,283
         6/99        42,120        39,698        47,821
         6/98        36,398        34,305        38,968
         6/97        27,479        25,899        29,954
         6/96        20,391        19,218        22,249
         6/95        17,218        16,228        17,668
         6/94        13,932        13,131        14,023
         6/93        13,853        13,057        13,826
         6/92        12,311        11,603        12,174
         6/91        10,749        10,131        10,739
         6/90        10,000         9,425        10,000



This  illustration  represents past  performance  and does not guarantee  future
results.  Share  price and return will vary and you may have a gain or loss when
you  sell  your  shares.  Other  classes  of  shares  are  available  for  which
performance,  fees and expenses will differ. All results include reinvestment of
dividends and capital gains.


                                                                               1
<PAGE>
                          NVEST GROWTH AND INCOME FUND
================================================================================

                                          AVERAGE ANNUAL TOTAL  RETURNS--6/30/00
--------------------------------------------------------------------------------

CLASS A (INCEPTION 5/6/31)  6 MONTHS    1 YEAR     5 YEARS   10 YEARS
Net Asset Value(1)            -4.37%     -5.46%     18.26%     14.82%
With Maximum Sales Charge(2)  -9.90     -10.92      16.87      14.14

CLASS B (INCEPTION 9/13/93)   6 MONTHS   1 YEAR   5 YEARS  SINCE INCEPTION
Net Asset Value(1)            -4.79%     -6.16%    17.40%     15.52%
With CDSC(3)                  -9.55      -10.13     17.20      15.52

CLASS C (INCEPTION   5/1/95)   6 MONTHS  1 YEAR   5 YEARS  SINCE INCEPTION
Net Asset Value(1)             -4.80%    -6.17%    17.38%     18.05%
With CDSC(3)                   -5.75     -6.96     17.38      18.05

CLASS Y (INCEPTION 11/18/98)   6 MONTHS   1 YEAR  SINCE INCEPTION
Net Asset Value(1)             -4.23%    -5.11%       8.23%

<TABLE>


                                                                             SINCE    SINCE     SINCE
                                                                             FUND'S   FUND'S    FUND'S
                                                                             CLASS B  CLASS C   CLASS Y
COMPARATIVE PERFORMANCE              6 MONTHS     1 YEAR  5 YEARS  10 YEARS   INCEPT.  INCEPT.  INCEPT.
<S>                                  <C>          <C>     <C>      <C>        <C>      <C>      <C>
S&P 500(4)                            -0.42%       7.24%   23.80%   17.80%    20.88%   24.21%   16.94%
Morningstar Large Value Average(5)    -1.92       -5.21    15.16    13.36     14.02(5) 16.06     5.01
Lipper Multi-Cap Core Average(6)       2.53       11.54%   19.33%   15.67%    17.47    20.10    18.50

</TABLE>

NOTES TO CHARTS

Thesereturns  represent past  performance  and do not guarantee  future results.
Share  price and return  will vary and you may have a gain or loss when you sell
your shares.  Recent  returns may be higher or lower than those  shown.  Class Y
shares are available to certain institutional investors only.

1    These results include  reinvestment of any dividends and capital gains, but
     do not include a sales charge.
2    These results include  reinvestment of any dividends and capital gains, and
     the maximum sales charge of 5.75%.
3    These results  include  reinvestment  of any  dividends and capital  gains.
     Performance for Class B shares assumes a maximum 5.00% contingent  deferred
     sales  charge  applied  when you  sell  shares.  Class C share  performance
     assumes a 1.00% CDSC when you sell shares within one year of purchase.
4    S&P 500 is an unmanaged index of U.S. common stock performance. You may not
     invest directly in an index.
5    Morningstar  Large Value Average is the average  performance  without sales
     charges  of funds with  similar  investment  objectives  as  calculated  by
     Morningstar,  Inc.  Class  B  since-inception  return  is  calculated  from
     9/30/93. Class C since-inception return is calculated from 4/30/95. Class Y
     since-inception return is calculated from 11/30/98.
6    Lipper  Multi-Cap  Core Average is the average  performance  without  sales
     charges of all  mutual  funds with a similar  current  investment  style or
     objective as determined by Lipper Inc.  Class B  since-inception  return is
     calculated from 9/30/93.  Class C since-inception return is calculated from
     4/30/95. Class Y since-inception return is calculated from 11/30/98.


2
<PAGE>
                          NVEST GROWTH AND INCOME FUND
================================================================================

[PICTURE OF GERALD SCRIVER GOES HERE]

Gerald Scriver
Westpeak Investment
Advisors, L.P.


                                          INTERVIEW WITH YOUR PORTFOLIO  MANAGER
--------------------------------------------------------------------------------
Q.  HOW DID NVEST GROWTH AND INCOME FUND PERFORM DURING THE FIRST HALF OF 2000?

For the six months  ended June 30,  2000,  the return on Class A shares of Nvest
Growth and Income Fund was -4.37%,  based on net asset value.  The return on the
Fund's  benchmark,  the  Standard & Poor's  500  Index,  was -0.42% for the same
period.  Nvest  Growth and Income  Fund's  performance  comparison  reflects its
emphasis on value  rather than  growth,  which we believe  will provide the best
results  for  shareholders  over  the  long-term.

Q.  WHAT  WAS THE  INVESTMENT ENVIRONMENT  LIKE  DURING  THE  PERIOD?

As the new year  unfolded,  stocks of  high-growth  technology  firms selling at
extremely high valuations led the market, as they had for some time. Stocks with
strong price  momentum had soared to extremely high  price/earnings  ratios (p/e
ratios)--a  measure of whether a company's  stock is high or low relative to its
earnings.  The p/e ratios of some of these "hot stocks"  reached a hundred times
earnings or more, and still continued to rise in price. From early March through
May, the technology  sector reversed course,  as market interest  rotated.  Many
"old economy"  stocks with solid earnings and a track record  returned to market
favor,   reaching   valuations  that  more  closely   reflected  the  companies'
fundamentals. By the latter part of June, however, high-tech growth stocks began
a tentative  rebound,  as investors  purchased shares that were off their peaks,
even though they were still overvalued,  in our opinion.

Q. HOW DID YOU POSITION MY FUND IN RESPONSE TO THESE  EVENTS?

Our policy in managing  Nvest Growth and Income Fund is to pursue  opportunities
in both growth- and  value-oriented  investments;  we believe both sectors offer
opportunities  at any given time.  However,  we do give your Fund's  portfolio a
bias toward value or growth as the market directions  shift--a flexible approach
that permits us to adapt to changing trends.

                                                                               3
<PAGE>

                          NVEST GROWTH AND INCOME FUND
================================================================================

That said,  our  approach  in the first half of 2000  reflected  our belief that
investor enthusiasm toward overvalued  technology-company shares was nearing its
end.  We believe  that the return to more  traditional,  fundamental  valuations
established  in March  will  characterize  the  market  for  some  time to come.
Consequently,  we've  structured  the  portfolio  to focus on stocks  selling at
relatively attractive valuations,  which also offer future growth potential. The
average  p/e ratio of the stocks in Nvest  Growth  and Income  Fund was 17 times
earnings  at the end of  June--well  below  that of the S&P  500,  which  had an
average  p/e  of  nearly  24  times  earnings.

Q. WHICH INVESTMENTS AFFECTED PERFORMANCE THE MOST, POSITIVELY OR NEGATIVELY?

Nvest  Growth  and  Income  Fund's  best  performers  were  its  investments  in
traditional,  fundamentally  sound  companies.  Some  of  these  benefited  from
particular trends. For example, Morgan Stanley Dean Witter and Citigroup, two of
the country's leading  financial-service firms, profited from a good environment
for  financial  stocks.   Most  of  your  Fund's  best  performers  shared  such
characteristics  as  attractive  prices,   positive  earnings   surprises,   and
below-average volatility. These included financial stocks like Citigroup and our
health-care holdings.  Pfizer, an established  pharmaceutical company, is a good
example of the traditional  stocks with strong  fundamentals that helped bolster
performance. Pfizer's product line includes the fast-selling drug, Viagra.

Most of our disappointments  during the first half of 2000 were in the high-tech
area. These included Microsoft,  which was hurt by the U.S. government's ongoing
antitrust  actions,  as  well as  National  Semiconductor  and  KLA-Tenecor--two
high-growth  stocks that had enjoyed  strong  price  momentum,  which were swept
along in the downdraft that beset the high-tech sector.  National  Semiconductor
is  an  established  leader  in  the  manufacture  of  analog  and  mixed-signal
semiconductors   that  drive  PCs  and  electronic   communications   equipment.
KLA-Tenecor produces control and inspection systems that search for and describe
defects in integrated circuits during manufacturing.

4
<PAGE>

                          NVEST GROWTH AND INCOME FUND
================================================================================

TOP 10 PORTFOLIO HOLDINGS - 6/30/00
                                                 % OF
       COMPANY                               NET ASSETS
       ------------------------------------------------
1.     General Electric Co.                      4.8
2.     Pfizer, Inc.                              3.6
3.     Citigroup, Inc.                           3.5
4.     PepsiCo, Inc.                             2.8
5.     Johnson & Johnson, Inc.                   2.8
6.     International Business Machines Corp.     2.8
7.     Intel Corp.                               2.7
8.     Exxon Mobil Corp.                         2.6
9.     Colgate-Palmolive                         2.6
10.    Hewlett-Packard Co.                       2.6

Portfolio holdings and asset allocation will vary.

Q. WHAT IS YOUR CURRENT OUTLOOK?

Overall,  we look for a continued  trend away from growth and toward  value.  If
interest rates stay at current levels, we believe that the market will turn away
from a  speculative  bias  and move  toward  the more  traditional  stocks  with
positive fundamentals and less inflated valuations.

Nvest Growth and Income Fund is designed to seek long-term growth of capital and
income;  our goal is also to manage risk. We believe a portfolio of  high-priced
stocks--even  though the  companies  may have  attractive  growth  prospects--is
likely to be highly  volatile  and unable to provide  consistently  high returns
over time.  Therefore,  for the  foreseeable  future we will favor  stocks  that
appear to be modestly  valued,  seeking  companies  with  reasonably  attractive
growth rates and the potential for positive  earnings  surprises.

The portfolio  manager's  commentary  reflects the  conditions and actions taken
during the reporting period, which are subject to change. A shift in opinion may
result in strategic and other portfolio changes.

Nvest Growth and Income Fund invests in growth stocks,  which are generally more
sensitive  to market  movements  because  their stock prices are based on future
expectations.  It also invests in value stocks, which can fall out of favor with
investors and may underperform  growth stocks during certain market  conditions.
It may also invest in foreign and emerging market securities, which have special
risks. These risks affect your investment's value. See a prospectus for details.
Frequent  portfolio  turnover may increase  your risk of greater tax  liability,
which could lower your return from this Fund.


                                                                               5
<PAGE>



                             PORTFOLIO COMPOSITION
================================================================================

Investments as of June 30, 2000
(unaudited)

COMMON STOCK -- 99.2% OF TOTAL NET ASSETS

        SHARES     DESCRIPTION                           VALUE (A)
-------------------------------------------------------------------------
                   AEROSPACE & DEFENSE-- 1.5%
      62,200       Boeing Co. ......................    $2,600,737
      79,200       Northrop Grumman Corp. ..........     5,247,000
                                                       -----------
                                                         7,847,737
                                                       -----------
                   AIRLINES-- 2.5%
      88,200       AMR Corp. (c) ...................     2,331,788
     102,500       Delta Air Lines, Inc. ...........     5,182,656
      98,700       UAL Corp. (c) ...................     5,743,106
                                                       -----------
                                                        13,257,550
                                                       -----------
                   AUTOMOTIVE-- 0.1%
      25,637       Visteon Corp. ...................       310,845
                                                       -----------
                   AUTO & RELATED-- 3.6%
     195,800       Ford Motor Co. ..................     8,419,400
     187,100       General Motors Corp. ............    10,863,494
                                                       -----------
                                                        19,282,894
                                                       -----------
                   BANKS-- 6.2%
     229,350       Chase Manhattan Corp. ...........    10,564,434
     314,700       Citigroup, Inc. .................    18,960,675
      12,400       J.P. Morgan & Co., Inc. .........     1,365,550
     131,800       UnionBanCal Corp. ...............     2,446,538
                                                       -----------
                                                        33,337,197
                                                       -----------
                   CHEMICALS-- 0.9%
      58,600       Minnesota Mining & Manufacturing Co.  4,834,500
                                                       -----------
                   CHEMICALS-MAJOR-- 1.6%
     192,000       Dow Chemical Co. ................     5,796,000
      58,700       E.l. du Pont de Nemours & Co. ...     2,568,125
                                                       -----------
                                                         8,364,125
                                                       -----------
                   COMPUTER HARDWARE-- 5.0%
      87,000       Apple Computer, Inc. ............     4,556,625
      54,200       Cabletron Systems, Inc. (c) .....     1,368,550
     110,000       Hewlett-Packard Co. .............    13,736,250
      16,600       SanDisk Corp. ...................     1,015,713
      67,400       Sun Microsystems, Inc. (c) ......     6,129,187
                                                       -----------
                                                        26,806,325
                                                       -----------
                   COMPUTER NETWORKING-- 1.8%
     151,300       Cisco Systems, Inc. (c) .........     9,617,006
                                                       -----------
                   COMPUTER SOFTWARE-- 5.3%
     135,400       International Business Machines Corp.14,834,763
      61,700       Microsoft Corp. (c) .............     4,936,000
     101,700       Oracle Corp. (c) ................     8,549,156
                                                        ----------
                                                        28,319,919
                                                       -----------

                See accompanying notes to financial statements.

6

<PAGE>

                         PORTFOLIO COMPOSITION-CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)

COMMON STOCK -- CONTINUED

        SHARES     DESCRIPTION                           VALUE (A)
-------------------------------------------------------------------------
                   CONSTRUCTION-- 0.9%
      51,900       Lafarge Corp. ...................    $1,089,900
      40,000       Southdown, Inc. .................     2,310,000
      42,400       USG Corp. .......................     1,287,900
                                                        ----------
                                                         4,687,800
                                                       -----------
                   CONSUMER DURABLES-- 0.1%
      17,700       Whirlpool Corp. .................       825,263
                                                       -----------
                   DRUGS-- 8.5%
      42,600       Allergan, Inc. ..................     3,173,700
     155,000       Bristol-Myers Squibb Co. ........     9,028,750
     115,800       Merck & Co. .....................     8,873,175
     402,200       Pfizer, Inc. ....................    19,305,600
     109,900       Schering-Plough Corp. ...........     5,549,950
                                                       -----------
                                                        45,931,175
                                                       -----------
                   ELECTRIC UTILITIES -- 1.4%
      37,700       Public Service Enterprise Group .     1,305,362
     209,500       TXU Corp. .......................     6,180,250
                                                       -----------
                                                         7,485,612
                                                       -----------
                   ELECTRICAL EQUIPMENT -- 0.4%
      63,600       Rockwell International Corp. ....     2,003,400
                                                       -----------
                   ELECTRONICS-- 5.2%
      41,954       Agilent Technologies, Inc. ......     3,094,108
      13,300       Corning, Inc. ...................     3,589,338
     115,400       Dover Corp. .....................     4,680,912
      38,800       Eaton Corp. .....................     2,599,600
       9,700       Globespan Semiconductor, Inc. ...     1,184,158
      25,300       KLA-Tencor Corp. (c) ............     1,481,631
     155,600       Nortel Networks Corp. ...........    10,619,700
      12,900       Teradyne, Inc. ..................       948,150
                                                       -----------
                                                        28,197,597
                                                       -----------
                   ENERGY RESERVES-- 4.4%
      26,800       Chevron Corp. ...................     2,272,975
     180,100       Exxon Mobil Corp. ...............    14,137,850
     120,900       Royal Dutch Petroleum Co.             7,442,906
                                                        ----------
                                                        23,853,731
                                                       -----------
                   FINANCIAL SERVICES-- 0.8%
      87,800       Fannie Mae ......................     4,582,062
                                                       -----------


                 See accompanying notes to financial statements.

                                                                               7
<PAGE>

                         PORTFOLIO COMPOSITION-CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)

COMMON STOCK -- CONTINUED

        SHARES     DESCRIPTION                           VALUE (A)
-------------------------------------------------------------------------
                   FOOD & BEVERAGES-- 3.9%
     340,400       PepsiCo, Inc. ...................   $15,126,525
      39,700       Quaker Oats Co. .................     2,982,462
      84,400       SUPERVALU, Inc. .................     1,608,875
      34,500       Sysco Corp. .....................     1,453,313
                                                        ----------
                                                        21,171,175
                                                       -----------
                   HEALTH CARE-PRODUCTS-- 3.4%
      35,700       Abbott Laboratories .............     1,590,881
      18,900       Bausch & Lomb, Inc. .............     1,462,388
     148,000       Johnson & Johnson, Inc. .........    15,077,500
                                                       -----------
                                                        18,130,769
                                                       -----------
                   HEALTH CARE-SERVICES-- 1.6%
      76,300       HCA-The Healthcare Co. ..........     2,317,612
      21,700       Pacificare Health Systems (c) ...     1,306,069
      60,300       UnitedHealth Group, Inc. ........     5,170,725
                                                        ----------
                                                         8,794,406
                                                       -----------
                   HOUSEHOLD PRODUCTS-- 2.8%
     230,500       Colgate-Palmolive ...............    13,801,188
      63,500       Ralston-Purina Group ............     1,266,031
                                                       -----------
                                                        15,067,219
                                                       -----------
                   INDUSTRIAL PARTS-- 2.1%
     287,000       Caterpillar, Inc. ...............     9,722,125
      47,300       Parker-Hannifin Corp. ...........     1,620,025
                                                       -----------
                                                        11,342,150
                                                       -----------
                   INDUSTRIAL SERVICES-- 0.2%
      31,000       Hertz Corp. .....................       869,938
                                                       -----------
                   INFORMATION SERVICES-- 2.5%
      33,500       First Data Corp. ................     1,662,438
     133,400       Omnicom Group, Inc. .............    11,880,937
                                                       -----------
                                                        13,543,375
                                                       -----------
                   INTERNET CONTENT-- 1.3%
      12,400       Ariba, Inc. .....................     1,215,781
      21,700       BroadVision, Inc. ...............     1,102,631
     175,200       E*TRADE Group, Inc. .............     2,890,800
      11,000       Juniper Networks, Inc. ..........     1,601,188
                                                       -----------
                                                         6,810,400
                                                       -----------
                   LIFE INSURANCE-- 1.0%
      24,700       CIGNA Corp. .....................     2,309,450
      92,700       Lincoln National Corp., Inc. ....     3,348,787
                                                        -----------
                                                         5,658,237
                                                       -----------
                   MANUFACTURING-DIVERSIFIED-- 4.8%
     486,000       General Electric Co. ............    25,758,000
                                                       -----------


                 See accompanying notes to financial statements.

8
<PAGE>

                         PORTFOLIO COMPOSITION-CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)

COMMON STOCK -- CONTINUED

        SHARES     DESCRIPTION                           VALUE (A)
-------------------------------------------------------------------------
                   MEDIA & ENTERTAINMENT-- 1.7%
      72,100       Gannett Co. .....................    $4,312,481
     127,800       Walt Disney Co. .................     4,960,238
                                                       -----------
                                                         9,272,719
                                                       -----------
                   METALS & MINING-- 0.8%
      96,900       Alcan Aluminium Ltd. ............     3,003,900
      53,400       Alcoa, Inc. .....................     1,548,600
                                                       -----------
                                                         4,552,500
                                                       -----------
                   OIL-REFINING & DISTRIBUTION-- 0.3%
      28,800       Texaco, Inc. ....................     1,533,600
                                                       -----------
                   PAPER & FOREST PRODUCTS -- 0.4%
      48,500       Georgia Pacific Corp., Timber Group   1,273,125
      28,700       International Paper Co. .........       855,619
                                                       -----------
                                                         2,128,744
                                                       -----------
                   PROPERTY & CASUALTY INSURANCE-- 1.7%
      65,500       MGIC Investment Corp. ...........     2,980,250
      84,400       PMI Group, Inc. .................     4,009,000
      40,000       Radian Group, Inc. (c) ..........     2,070,000
                                                       -----------
                                                         9,059,250
                                                       -----------
                   PUBLISHING-- 0.4%
      41,000       Knight-Ridder, Inc. .............     2,180,687
                                                       -----------
                   RAILROADS & EQUIPMENT -- 0.8%
      82,900       Burlington Northern Santa Fe ....     1,901,519
      61,100       Union Pacific Corp. .............     2,272,156
                                                       -----------
                                                         4,173,675
                                                       -----------
                   RETAIL-CLOTHING-- 0.2%
      54,200       The Limited, Inc. ...............     1,172,075
                                                       -----------
                   RETAIL-DEPARTMENT STORE -- 1.9%
     122,000       Federated Department Stores, Inc.     4,117,500
      94,900       Sears, Roebuck & Co. ............     3,096,112
      37,200       Target Corp. ....................     2,157,600
      18,100       Wal-Mart Stores, Inc. ...........     1,043,013
                                                       -----------
                                                        10,414,225
                                                       -----------
                   RETAIL-SPECIALTY-- 2.2%
      42,000       BJ's Wholesale Club (c) .........     1,386,000
     191,250       Home Depot, Inc. ................     9,550,547
      22,500       Lowe's Company., Inc. ...........       923,906
                                                       -----------
                                                        11,860,453
                                                       -----------
                   SECURITIES & ASSET MANAGEMENT-- 3.9%
      38,200       AXA Financial, Inc. .............     1,298,800
      75,710       Bear Stearns Companies, Inc. ....     3,151,429



                 See accompanying notes to financial statements.

                                                                               9
<PAGE>


                         PORTFOLIO COMPOSITION-CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)

COMMON STOCK -- CONTINUED

        SHARES     DESCRIPTION                           VALUE (A)
-------------------------------------------------------------------------
      55,000       Lehman Brothers Holdings, Inc. ..    $5,200,937
      37,100       Merrill Lynch & Co., Inc. .......     4,266,500
      82,900       Morgan Stanley Dean Witter & Co.      6,901,425
                                                       -----------
                                                        20,819,091
                                                       -----------
                   SEMICONDUCTORS-- 5.9%
      20,700       Advanced Micro Devices, Inc. (c)      1,599,075
      27,800       Analog Devices, Inc. ............     2,112,800
      33,900       Applied Materials, Inc. (c) .....     3,072,188
      31,200       Cypress Semiconductor Corp. .....     1,318,200
     109,300       Intel Corp. .....................    14,612,044
      16,600       LSI Logic Corp. (c) .............       898,475
      15,300       National Semiconductor Corp. (c)        868,275
     107,800       Texas Instruments, Inc. .........     7,404,512
                                                       -----------
                                                        31,885,569
                                                       -----------
                   SEMICONDUCTOR-ELECTRONICS-- 0.6%
      39,500       Xilinx, Inc. (c) ................     3,261,219
                                                       -----------
                   TELECOMMUNICATIONS-- 4.3%
     163,300       AT&T Corp. ......................     5,164,362
      84,300       Bell Atlantic Corp. .............     4,283,494
     315,000       BellSouth Corp. .................    13,426,875
                                                       -----------
                                                        22,874,731
                                                       -----------
                   THRIFT-- 0.3%
      84,600       Golden State Bancorp, Inc. (c) ..     1,522,800
                                                       -----------
                   Total Common Stock
                   (Identified Cost $531,360,059) ..   533,401,745
                                                       -----------
SHORT TERM INVESTMENT--0.6%
        PRINCIPAL
        AMOUNT
--------------------------------------------------------------------------------

$    3,106,000    Repurchase  Agreement with State Street Bank
                  and Trust Co. dated 6/30/2000  at  5.25%  to
                  be   repurchased   at  $3,107,359  on  7/03/2000,
                  collateralized by $2,785,000 U.S. Treasury Bond
                  7.125% due 2/15/2023 with a value of $3,171,419      3,106,000
                                                                       ---------
                  Total Short Term Investment
                  (Identified Cost $3,106,000) ..................      3,106,000
                                                                       ---------
                  Total Investments--99.8%
                 (Identified Cost $534,466,059) (b) .............    536,507,745
                  Other assets less liabilities .................        872,590
                                                                       ---------
                  Total Net Assets-- 100% ....................... $  537,380,335
                                                                  ==============

(a)  See Note 1a of Notes to Financial Statements.
(b)  Federal  Tax  Information:  At June  30,  2000  the net
     unrealized appreciation on investments based on cost of
     $534,466,059  for federal  income tax  purposes  was as
     follows:  Aggregate gross  unrealized  appreciation for
     all  investments  in which  there is an excess of value
     over tax cost                                             $      43,008,473
     Aggregate  gross   unrealized   depreciation   for  all
     investments in which there is an excess of tax cost
     over value ............................................        (40,966,787)
                                                              ------------------
     Net unrealized appreciation ...........................   $       2,041,686
                                                              ==================
(c)  Non-income producing security.

                 See accompanying notes to financial statements.

10
<PAGE>

                       STATEMENT OF ASSETS & LIABILITIES
================================================================================

June 30, 2000
(unaudited)

<TABLE>

ASSETS
<S>                                                               <C>                  <C>
        Investments at value (Identified cost $534,466,059) ..                         $   536,507,745
        Cash .................................................                                   3,117
        Receivable for:
             Fund shares sold ................................                                 391,919
             Securities sold .................................                               5,965,713
             Dividends and interest ..........................                                 427,821
             Tax reclaims ....................................                                     168
                                                                                                   ---
                                                                                           543,296,483
LIABILITIES
        Payable for:
             Securities purchased ............................    $     4,696,322
             Fund shares redeemed ............................            961,603
        Accrued expenses:
             Transfer agent ..................................            109,025
             Management fees .................................             29,219
             Deferred trustees' fees .........................             36,164
             Accounting and administrative ...................             16,062
             Other ...........................................             67,753
                                                                           ------
                                                                                            5,916,148
                                                                                            ---------
NET ASSETS                                                                        $       537,380,335
                                                                                  ===================
        Net Assets consist of:
             Paid in capital .................................                    $       519,647,400
             Undistributed net investment income (loss) ......                               (694,815)
             Accumulated net realized gain (loss) ............                             16,386,064
             Unrealized appreciation (depreciation) on investments                          2,041,686
                                                                                            ---------
NET ASSETS ...................................................                    $       537,380,335
                                                                                 ====================

        Computation of net asset value and offering price:

        Net asset value and redemption price of Class A shares
                ($321,980,501 / 21,969,450 shares of beneficial interest) ......     $         14.66
                                                                                     ===============
        Offering price per share (100/94.25 of $14.66) .........................     $         15.55*
                                                                                     ===============
        Net asset value and offering price of Class B shares
                ($182,563,544 / 12,758,191 shares of beneficial interest) ......     $         14.31**
                                                                                     ===============
        Net asset value and offering price of Class C shares
                ($22,113,426 / 1,547,345 shares of beneficial interest) ........     $         14.29**
                                                                                     ===============

        Net asset value, offering and redemption price  of Class Y shares
                ($10,722,864 / 729,131 shares of beneficial interest) ..........     $         14.71
                                                                                     ===============

</TABLE>

*    Based upon single  purchases of less than  $50,000.  Reduced  sales charges
     apply for purchases in excess of this amount.

**   Redemption  price per share is equal to net asset value less any applicable
     contingent deferred sales charges.

                 See accompanying notes to financial statements.

                                                                              11
<PAGE>

                             STATEMENT OF OPERATIONS
================================================================================

Six Months Ended June 30, 2000
(unaudited)

<TABLE>

INVESTMENT INCOME
<S>                                                                                     <C>                  <C>
        Dividends (net of foreign taxes of $20,177)                                                          $     3,513,275
        Interest                                                                                                      87,472
                                                                                                                      ------
                                                                                                                   3,600,747
        Expenses
             Management fees                                                            $     1,865,430
             Service fees - Class A                                                             420,942
             Service and distribution fees - Class B                                            980,467
             Service and distribution fees - Class C                                             96,235
             Trustees' fees and expenses                                                         14,969
             Accounting and administrative                                                       94,310
             Custodian                                                                           69,971
             Transfer agent - Class A, Class B, Class C                                         705,095
             Transfer agent - Class Y                                                             5,862
             Audit and tax services                                                              19,425
             Legal                                                                               13,805
             Printing                                                                            24,238
             Registration                                                                        37,001
             Miscellaneous                                                                       18,572
                                                                                                 ------
        Total expenses before reductions                                                      4,366,322
        Less reductions                                                                         (92,176)           4,274,146
                                                                                                -------            ---------
        Net investment income (loss)                                                                                (673,399)
                                                                                                                    --------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
        Realized gain (loss) on Investments - net                                                                    870,429
        Unrealized appreciation (depreciation) on investments - net                                              (29,381,071)
                                                                                                                 -----------
        Net gain (loss) on investment transactions                                                               (28,510,642)
                                                                                                                 -----------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                                                    $       (29,184,041)
                                                                                                         ===================

</TABLE>

                 See accompanying notes to financial statements.

12
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS
================================================================================

(unaudited)
<TABLE>

                                                                                            YEAR ENDED           SIX MONTHS ENDED
                                                                                            DECEMBER 31,             JUNE 30,
                                                                                               1999                    2000
                                                                                               ----------------------------
FROM OPERATIONS
<S>     <C>                                                                             <C>                  <C>
        Net investment income (loss) ...........................................        $       998,681      $      (673,399)
        Net realized gain (loss) on investments ................................            100,407,049              870,429
        Unrealized appreciation (depreciation) on investments ..................            (52,996,051)         (29,381,071)
                                                                                            -----------          -----------
        Increase (decrease) in net assets from operations ......................             48,409,679          (29,184,041)
                                                                                             ----------          -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
        Net investment income
             Class A ...........................................................             (1,056,821)                   0
             Class Y ...........................................................                (55,735)                   0
        In excess of net investment income
             Class A ...........................................................                (49,021)                   0
             Class Y ...........................................................                 (2,585)                   0
        Net realized gain on investments
             Class A ...........................................................            (57,051,170)                   0
             Class B ...........................................................            (33,147,376)                   0
             Class C ...........................................................             (4,191,359)                   0
             Class Y ...........................................................             (2,192,903)                   0
                                                                                             ----------                    -
                                                                                            (97,746,970)                   0
                                                                                            -----------                    -
INCREASE (DECREASE) IN NET ASSETS
        DERIVED FROM CAPITAL SHARE TRANSACTIONS ................................            207,032,451          (66,928,135)
                                                                                            -----------          -----------
Total increase (decrease) in net assets ........................................            157,695,160          (96,112,176)

NET ASSETS
             Beginning of the period ...........................................            475,797,351          633,492,511
                                                                                            -----------          -----------
             End of the period .................................................        $   633,492,511      $   537,380,335
                                                                                        ===============      ===============
UNDISTRIBUTED (OVERDISTRIBUTED) NET INVESTMENT INCOME (LOSS)
             End of the period .................................................        $       (21,416)     $      (694,815)
                                                                                        ===============      ===============


</TABLE>

                 See accompanying notes to financial statements.

                                                                              13
<PAGE>


                              FINANCIAL HIGHLIGHTS
================================================================================

For a share outstanding throughout each period.
(unaudited)

<TABLE>

                                               CLASS A
--------------------------------------------------------------------------------------------------
                                                                                       SIX MONTHS
                                                                                         ENDED
                                              YEAR ENDED DECEMBER 31,                   JUNE 30,
--------------------------------------------------------------------------------------
                                        1995      1996      1997      1998      1999      2000
--------------------------------------------------------------------------------------   ------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning
of the Period .....................   $ 12.41   $ 14.39   $ 13.87   $ 15.35   $ 16.57   $ 15.33
                                      -------   -------   -------   -------   -------   -------
Income From Investment Operations
Net Investment Income .............      0.18      0.13      0.07(b)   0.04      0.08      0.00(c)
Net Realized and Unrealized Gain
(Loss) on Investments .............      4.01      2.07      4.40      3.29      1.40     (0.67)
                                      -------   -------   -------   -------   -------   -------
Total From Investment Operations ..      4.19      2.20      4.47      3.33      1.48     (0.67)
                                      -------   -------   -------   -------   -------   -------
Less Distributions
Dividends From Net Investment Income    (0.18)    (0.13)    (0.06)    (0.01)    (0.06)     0.00
Distributions From Net
Realized Capital Gains ............     (2.03)    (2.59)    (2.93)    (2.10)    (2.66)     0.00
Distributions in Excess
of Net Investment Income ..........      0.00      0.00      0.00      0.00      0.00(c)   0.00
                                      -------   -------   -------   -------   -------   -------
Total Distributions ...............     (2.21)    (2.72)    (2.99)    (2.11)    (2.72)     0.00
                                      -------   -------   -------   -------   -------   -------
Net Asset Value,
End of the Period .................   $ 14.39   $ 13.87   $ 15.35   $ 16.57   $ 15.33   $ 14.66
                                      =======   =======   =======   =======   =======   =======
Total Return (%)(a) ...............      35.1      17.2      33.4      23.9       9.5      (4.4)
Ratio of Operating Expenses to
Average Net Assets (%) ............      1.38      1.30      1.25      1.23      1.21      1.27(d)
Ratio of Operating Expenses to Average
  Net Assets After
Expense Reductions (%) ............      1.38      1.30      1.25      1.23      1.21      1.24(d)(e)
Ratio of Net Investment Income to
Average Net Assets (%) ............      1.31      0.92      0.46      0.33      0.48      0.04(d)
Portfolio Turnover Rate (%) .......        69       127       103       114       133        82
Net Assets, End of the Period (000)   $150,693  $166,963  $220,912  $304,139  $375,676  $321,981

</TABLE>

(a)  A sales charge is not reflected in total return calculations.
(b)  Per share net  investment  income  has been  calculated  using the  average
     shares outstanding during the period.
(c)  Amount is less than $0.01 per share.
(d)  Computed on an annualized basis.
(e)  The Fund has entered into  agreements with brokers whereby the brokers will
     rebate a portion of brokerage  commissions.  The rebates are used to reduce
     operating expenses of the Fund.

                 See accompanying notes to financial statements.

14
<PAGE>

                              FINANCIAL HIGHLIGHTS
================================================================================

For a share outstanding throughout each period.
(unaudited)

<TABLE>


                                           CLASS B
--------------------------------------------------------------------------------------------------
                                                                                       SIX MONTHS
                                                                                         ENDED
                                                YEAR ENDED DECEMBER 31,                 JUNE 30,
--------------------------------------------------------------------------------------
                                        1995      1996      1997      1998      1999      2000
--------------------------------------------------------------------------------------   ------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning
of the Period .....................   $ 12.42   $ 14.40   $ 13.87   $ 15.28   $ 16.37   $ 15.03
                                      -------   -------   -------   -------   -------   -------
Income From Investment Operations
Net Investment Income (Loss) ......      0.10      0.03     (0.05)(b) (0.05)    (0.04)     0.00(c)
Net Realized and Unrealized Gain
(Loss) on Investments .............      4.01      2.07      4.40      3.24      1.36     (0.72)
                                      -------   -------   -------   -------   -------   -------
Total From Investment Operations ..      4.11      2.10      4.35      3.19      1.32     (0.72)
                                      -------   -------   -------   -------   -------   -------
Less Distributions
Dividends From Net Investment Income    (0.10)    (0.04)    (0.01)     0.00      0.00      0.00
Distributions From Net
Realized Capital Gains ............     (2.03)    (2.59)    (2.93)    (2.10)    (2.66)     0.00
Distributions in Excess of
Net Investment Income .............      0.00      0.00      0.00      0.00      0.00(c)   0.00
                                      -------   -------   -------   -------   -------   -------
Total Distributions ...............     (2.13)    (2.63)    (2.94)    (2.10)    (2.66)     0.00
                                      -------   -------   -------   -------   -------   -------
Net Asset Value, End of the Period    $ 14.40   $ 13.87   $ 15.28   $ 16.37   $ 15.03    $14.31
                                      =======   =======   =======   =======   =======    ======
Total Return (%)(a) ...............      34.3      16.3      32.4      23.1       8.6      (4.8)
Ratio of Operating Expenses to
Average Net Assets (%) ............      2.11      2.05      2.00      1.98      1.96      2.02(d)
Ratio of Operating Expenses to
 Average Net Assets After
Expense Reductions (%) ............      2.11      2.05      2.00      1.98      1.96      1.99(d)(e)
Ratio of Net Investment Income to
Average Net Assets (%) ............      0.56      0.17     (0.29)    (0.42)    (0.27)    (0.71)(d)
Portfolio Turnover Rate (%) .......        69       127       103       114       133        82
Net Assets, End of the Period (000)   $29,026   $46,856   $81,066   $153,369  $216,457  $182,564

</TABLE>

(a)  A  contingent  deferred  sales  charge  is not  reflected  in total  return
     calculations.
(b)  Per share net  investment  income  has been  calculated  using the  average
     shares outstanding during the period.
(c)  Amount is less than $0.01 per share.
(d)  Computed on an annualized basis.
(e)  The Fund has entered into  agreements with brokers whereby the brokers will
     rebate a portion of brokerage  commissions.  The rebates are used to reduce
     operating expenses of the Fund.

                 See accompanying notes to financial statements.

                                                                              15
<PAGE>

                              FINANCIAL HIGHLIGHTS
================================================================================

For a share outstanding throughout each period.
(unaudited)

<TABLE>


                                           CLASS C
--------------------------------------------------------------------------------------------------
                                                                                       SIX MONTHS
                                                                                         ENDED
                                                YEAR ENDED DECEMBER 31,                 JUNE 30,
--------------------------------------------------------------------------------------
                                        1995      1996      1997      1998      1999      2000
--------------------------------------------------------------------------------------   ------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning of
the Period ........................   $ 13.84   $ 14.39   $ 13.85   $ 15.28   $ 16.35   $ 15.01
                                      -------   -------   -------   -------   -------   -------
Income From Investment Operations
Net Investment Income (Loss) ......      0.06      0.04     (0.05)(d  (0.04)    (0.04)     0.00
Net Realized and Unrealized
Gain (Loss) on Investments ........      2.58      2.05      4.42      3.21      1.36     (0.72)
                                      -------   -------   -------   -------   -------   -------
Total From Investment Operations ..      2.64      2.09      4.37      3.17      1.32     (0.72)
                                      -------   -------   -------   -------   -------   -------
Less Distributions
Dividends From Net Investment Income    (0.06)    (0.04)    (0.01)     0.00      0.00      0.00
Distributions From Net
Realized Capital Gains ............     (2.03)    (2.59)    (2.93)    (2.10)    (2.66)     0.00
Distributions in Excess
of Net Investment Income ..........      0.00      0.00      0.00      0.00      0.00(e)   0.00
                                      -------   -------   -------   -------   -------   -------
Total Distributions ...............     (2.09)    (2.63)    (2.94)    (2.10)    (2.66)     0.00
                                      -------   -------   -------   -------   -------   -------
Net Asset Value, End of the Period    $ 14.39   $ 13.85   $ 15.28   $ 16.35   $ 15.01   $ 14.29
                                      =======   =======   =======   =======   =======   =======
Total Return (%)(c) ...............      20.2      16.3      32.6      22.9       8.6      (4.8)
Ratio of Operating Expenses
to Average Net Assets (%) .........      2.11(b)   2.05      2.00      1.98      1.96      2.02(b)
Ratio of Operating Expenses to
 Average Net Assets After
Expense Reductions (%) ............      2.11(b)   2.05      2.00      1.98      1.96      1.99(b)(f)
Ratio of Net Investment Income
to Average Net Assets (%) .........      0.56(b)   0.17     (0.29)    (0.42)    (0.27)    (0.71)(b)
Portfolio Turnover Rate (%) .......        69       127       103       114       133        82
Net Assets, End of the Period (000)   $ 4,707   $ 3,912   $ 6,735   $18,288   $26,983   $22,113

</TABLE>

(a)  Commencement of operations.
(b)  Computed on an annualized basis.
(c)  A  contingent  deferred  sales  charge  is not  reflected  in total  return
     calculations. Periods less than one year are not annualized.
(d)  Per  share net  investment  income  (loss)  has been  calculated  using the
     average shares outstanding during the period.
(e)  Amount is less than $0.01 per share.
(f)  The Fund has entered into  agreements with brokers whereby the brokers will
     rebate a portion of brokerage  commissions.  The rebates are used to reduce
     operating expenses of the Fund.


                  See accompanying notes to financial statements.
16
<PAGE>

                              FINANCIAL HIGHLIGHTS
================================================================================

For a share outstanding throughout each period.
(unaudited)
<TABLE>


                                                                     CLASS  Y
                                                   -------------------------------------
                                                   NOVEMBER
                                                     18,(A)       YEAR       SIX MONTHS
                                                     THROUGH      ENDED        ENDED
                                                   DECEMBER 31, DECEMBER 31,  JUNE 30,
                                                      1998         1999         2000
                                                  -------------------------------------
<S>                                                <C>          <C>          <C>
Net Asset Value, Beginning of the Period           $15.42       $16.57       $15.36
                                                   ------       ------       ------
Income From Investment Operations
Net Investment Income (Loss)                        0.02         0.02         0.00
Net Realized and Unrealized
Gain (Loss) on Investments                          1.22         1.51        (0.65)
                                                    ----         ----        -----
Total From Investment Operations                    1.24         1.53        (0.65)
                                                    ----         ----        -----
Less Distributions Dividends From Net
Investment Income                                  (0.02)       (0.08)        0.00
Distributions From Net Realized Capital Gains      (0.07)       (2.66)        0.00
Distributions in Excess of
Net Investment Income                               0.00         0.00(d)      0.00
                                                    ----         ----         ----
Total Distributions                                (0.09)       (2.74)        0.00
                                                   -----        -----         ----
Net Asset Value, End of the Period                 $16.57       $15.36       $14.71
                                                   ======       ======       ======
Total Return (%)(c)                                  8.1          9.8         (4.2)
Ratio of Operating Expenses
to Average Net Assets (%)                           0.98(b)      0.96         1.55(b)(e)
Ratio of Operating Expenses to
Average Net Assets After Expense Reductions (%)     0.98(b)      0.96         1.52(b)
Ratio of Net Investment Income
to Average Net Assets (%)                           0.58(b)     (0.73)       (0.24)(b)
Portfolio Turnover Rate (%)                          114          133           82
Net Assets, End of the Period (000)                $   1        $14,377      $10,723

</TABLE>

(a)  Commencement of operations.
(b)  Computed on an annualized basis.
(c)  A  contingent  deferred  sales  charge  is not  reflected  in total  return
     calculations. Periods less than one year are not annualized.
(d)  Amount is less than $0.01 per share.
(e)  The Fund has entered into  agreements with brokers whereby the brokers will
     rebate a portion of brokerage  commissions.  The rebates are used to reduce
     operating expenses of the Fund.

                 See accompanying notes to financial statements.

                                                                              17
<PAGE>


                         NOTES TO FINANCIAL STATEMENTS
================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES. The Fund is a series of Nvest Funds Trust II
(the "Trust"), a Massachusetts  business trust,  registered under the Investment
Company Act of 1940,  as amended  (the "1940  Act"),  as an open-end  management
investment company. The Fund seeks opportunities for long-term growth of capital
and income.  The Declaration of Trust permits the Trustees to issue an unlimited
number of shares of the Trust in multiple series (each such series is a "Fund").

The Fund offers Class A, Class B, Class C and Class Y shares. Class A shares are
sold with a maximum front end sales charge of 5.75%. Class B shares do not pay a
front end sales charge,  but pay a higher ongoing  distribution fee than Class A
shares for eight  years (at which  point they  automatically  convert to Class A
shares),  and are subject to a contingent  deferred sales charge if those shares
are redeemed  within six years of purchase (or five years if purchased  prior to
May 1,  1997).  Class C shares do not pay a front end  sales  charge  and do not
convert  to any  other  class  of  shares,  but  they  do pay a  higher  ongoing
distribution fee than Class A shares and may be subject to a contingent deferred
sales charge if those shares are redeemed within one year. Class Y shares do not
pay a front end sales charge, a contingent deferred sales charge or distribution
fees. They are intended for institutional investors with a minimum of $1,000,000
to invest.  Expenses of the Fund are borne pro rata by the holders of each class
of shares, except that each class bears expenses unique to that class (including
the Rule 12b-1 service and  distribution  fees  applicable  to such class),  and
votes as a class only with  respect to its own Rule 12b-1  plan.  Shares of each
class would  receive  their pro rata share of the net assets of the Fund, if the
Fund were liquidated.  In addition,  the Trustees approve separate  dividends on
each class of shares.

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with accounting  principles generally accepted in the
United States for investment companies.  The preparation of financial statements
in accordance with generally accepted accounting  principles requires management
to  make  estimates  and  assumptions  that  affect  the  reported  amounts  and
disclosures in the financial statements.  Actual results could differ from those
estimates.

A. SECURITY  VALUATION.  Equity securities are valued on the basis of valuations
furnished  by a  pricing  service  authorized  by the Board of  Trustees,  which
service  provides  the last  reported  sale  price for  securities  listed on an
applicable  securities  exchange or on the NASDAQ national market system, or, if
no sale was  reported  and in the  case of  over-the-counter  securities  not so
listed,  the last reported bid price.  Short-term  obligations  with a remaining
maturity  of  less  than  sixty  days  are  stated  at  amortized  cost,   which
approximates  market value.  All other securities and assets are valued at their
fair value as  determined  in good faith by the Fund's  adviser and  subadviser,
under the supervision of the Fund's Trustees.

B. SECURITY  TRANSACTIONS AND RELATED INVESTMENT INCOME.  Security  transactions
are  accounted  for on the  trade  date.  Dividend  income  is  recorded  on the
ex-dividend date and interest income is recorded on the accrual basis.  Interest
income is increased by the  accretion of discount.  In  determining  net gain or
loss on  securities  sold,  the cost of  securities  has been  determined on the
identified cost basis.

C.  FEDERAL  INCOME  TAXES.  The Fund  intends to meet the  requirements  of the
Internal  Revenue Code  applicable  to regulated  investment  companies,  and to
distribute to its  shareholders  all of its income and any net realized  capital



18
<PAGE>


                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
================================================================================

For  the Six Months  Ended  June 30,  2000
(unaudited)


gains, at least annually.  Accordingly,  no provision for federal income tax has
been made.

D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS.  Dividends and distributions are
recorded on the  ex-dividend  date. The timing and  characterization  of certain
income and capital gains distributions are determined in accordance with federal
tax regulations which may differ from generally accepted accounting  principles.
Permanent book and tax basis differences  relating to shareholder  distributions
will result in reclassification to capital accounts.

E. REPURCHASE AGREEMENTS. The Fund, through its custodian,  receives delivery of
the  underlying  securities  collateralizing  repurchase  agreements.  It is the
Fund's policy that the market value of the  collateral be at least equal to 100%
of  the  repurchase  price,   including  interest.   The  Fund's  subadviser  is
responsible for determining  that the value of the collateral is at all times at
least equal to the repurchase price. Repurchase agreements could involve certain
risks in the  event of  default  or  insolvency  of the  other  party  including
possible  delays or  restrictions  upon the  Fund's  ability  to  dispose of the
underlying securities.

2.  PURCHASES  AND SALES OF  SECURITIES.  For the six months ended June 30, 2000
purchases  and  sales of  securities  (excluding  short-term  investments)  were
$465,432,797 and $530,798,402, respectively.

3A. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES.  The Fund pays gross
management fees to its investment  adviser Nvest Funds Management,  L.P. ("Nvest
Management") at the annual rate of 0.70% of the first $200 million of the Fund's
average  daily  net  assets,  0.65% of the next $300  million  and 0.60% of such
assets  in  excess  of  $500  million,  reduced  by the  payment  to the  Fund's
investment  subadviser,  Westpeak Investment Advisors,  L.P. ("Westpeak") at the
rate of 0.50% of the first $25 million of the Fund's  average  daily net assets,
0.40% of the next $75 million,  0.35% of the next $100 million and 0.30% of such
assets  in excess of $200  million.  Certain  officers  and  directors  of Nvest
Management  are also  officers  or Trustees of the Fund.  Nvest  Management  and
Westpeak are wholly owned subsidiaries of Nvest Companies, L.P. ("Nvest"), which
is a subsidiary of Metropolitan  Life Insurance Company (Note 7). Fees earned by
Nvest Management and Westpeak under the management and subadvisory agreements in
effect during the six months ended June 30, 2000 are as follows:

        Fees Earned
        -----------
        Nest Management        $    932,715
        Westpeak                    932,715
                                    -------
                               $  1,865,430
                               =============

The effective  annualized  management fee for the six months ended June 30, 2000
was 0.66%.

B. ACCOUNTING AND ADMINISTRATIVE  EXPENSE.  Nvest Services Company, Inc. ("NSC")
is a wholly  owned  subsidiary  of Nvest and  performs  certain  accounting  and
administrative  services  for the Fund.  The Fund pays NSC a group fee for these
services  equal to the  annual  rate of 0.035% of the first $5  billion of Nvest
Funds'  average  daily net  assets,  0.0325% of the next $5 billion of the Nvest
Funds' average daily net assets, and 0.03% of the Nvest Funds' average daily net
assets in excess of $10 billion.  For the six months ended June 30, 2000,  these
expenses  amounted  to  $94,310  and  are  shown  separately  in  the  financial
statements as accounting and administrative. The effective annu-


                                                                              19
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
================================================================================

For  the Six Months  Ended  June 30,  2000
(unaudited)


alized accounting and  administrative  expense for the six months ended June 30,
2000 was 0.034%.

c. TRANSFER AGENT FEES. NSC is the transfer and  shareholder  servicing agent to
the Fund and Boston Financial Data Services  ("BFDS") serves as the sub-transfer
agent for the Fund.  NSC receives  account fees for Class A, Class B and Class C
shareholder  accounts.  NSC  and  BFDS  are  also  reimbursed  by the  Fund  for
out-of-pocket  expenses.  Class Y shares  bear a transfer  agent fee of 0.10% of
average daily net assets.  For the six months ended June 30, 2000, the Fund paid
NSC $527,174 as compensation for its services as transfer agent.

D. SERVICE AND DISTRIBUTION FEES. Pursuant to Rule 12b-1 under the 1940 Act, the
Trust has  adopted a Service  Plan  relating  to the Fund's  Class A shares (the
"Class A Plan") and Service and Distribution  Plans relating to the Fund's Class
B and Class C shares (the "Class B and Class C Plans").

Under the Class A Plan,  the Fund pays Nvest  Funds  Distributor,  L.P.  ("Nvest
Funds"),  the Fund's  distributor (a wholly owned subsidiary of Nvest) a monthly
service  fee at the  annual  rate of  0.25%  of the  average  daily  net  assets
attributable  to the  Fund's  Class A  shares,  as  reimbursement  for  expenses
(including  certain payments to securities  dealers,  who may be affiliated with
Nvest  Funds)  incurred by the Nvest  Funds in  providing  personal  services to
investors in Class A shares and/or the maintenance of shareholder accounts.  For
the six months ended June 30, 2000,  the Fund paid Nvest Funds $ 420,942 in fees
under the Class A Plan.

Under the Class B and Class C Plans, the Fund pays Nvest Funds a monthly service
fee at the annual rate of 0.25% of the average daily net assets  attributable to
the Fund's Class B and Class C shares, as compensation for services provided and
expenses  (including  certain  payments  to  securities  dealers,   who  may  be
affiliated  with Nvest  Funds)  incurred  by Nvest Funds in  providing  personal
services to investors in Class B and Class C shares  and/or the  maintenance  of
shareholder  accounts.  For the six months  ended June 30,  2000,  the Fund paid
Nvest Funds  $245,117  and $24,059 in service fees under the Class B and Class C
Plans, respectively.

Also under the Class B and Class C Plans,  the Fund pays  Nvest  Funds a monthly
distribution  fee at the annual  rate of 0.75% of the  average  daily net assets
attributable  to the  Fund's  Class B and Class C shares,  as  compensation  for
services  provided  and  expenses  (including  certain  payments  to  securities
dealers,  who may be  affiliated  with Nvest  Funds)  incurred by Nvest Funds in
connection with the marketing or sale of Class B and Class C shares. For the six
months  ended June 30, 2000,  the Fund paid Nvest Funds  $735,350 and $72,176 in
distribution fees under the Class B and Class C Plans, respectively.

Commissions (including contingent deferred sales charges) on Fund shares paid to
Nvest Funds by  investors in shares of the Fund during the six months ended June
30, 2000 amounted to $732,160.

E. TRUSTEES FEES AND EXPENSES.  The Fund does not pay any compensation  directly
to its  officers or Trustees who are  directors,  officers or employees of Nvest
Manaagement,  Nvest Funds,  Nvest, NSC or their  affiliates.  Each other Trustee
receives a retainer  fee at the annual rate of $40,000  and  meeting  attendance
fees of  $3,500  for each  meeting  of the  Board  of  Trustees  attended.  Each
committee  member  receives  an  additional  retainer  fee at the annual rate of
$6,000 while each committee  chairman receives a retainer fee (beyond the $6,000
fee) at the annual rate of


20

<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
================================================================================

For  the Six Months  Ended  June 30,  2000
(unaudited)


$4,000.  These fees are  allocated to the various Nvest Funds based on a formula
that takes into account,  among other  factors,  the relative net assets of each
Fund.

A deferred  compensation plan is available to the Trustees on a voluntary basis.
Each  participating  Trustee will receive an amount equal to the value that such
deferred  compensation  would have  been,  had it been  invested  in the Fund or
certain other Nvest Funds on the normal payment date. Deferred amounts remain in
the Funds until distributed in accordance with the Plan.

4. CAPITAL SHARES.  At June 30, 2000 there was an unlimited  number of shares of
beneficial  interest  authorized,  divided into four classes,  Class A, Class B,
Class C and Class Y. Transactions in capital shares were as follows:

<TABLE>

                                                                               YEAR ENDED                  SIX MONTHS
                                                                            DECEMBER 31, 1999          ENDED JUNE 30, 2000
CLASS A                                                                   SHARES         AMOUNT         SHARES        AMOUNT
-------                                                                   ------         ------         ------        ------
<S>                                                                     <C>          <C>              <C>         <C>
Shares sold                                                             11,472,939   $197,730,741     1,685,887   $ 24,809,753
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                                     53,068        962,663             0              0
   Distributions from net realized gain                                  3,434,246     51,752,162             0              0
                                                                         ---------     ----------             -              -
                                                                        14,960,253    250,445,566     1,685,887     24,809,753
Shares repurchased                                                      (8,811,484)  (151,367,164)   (4,215,529)   (61,553,097)
                                                                        ----------   ------------    ----------    -----------
Net increase (decrease)                                                  6,148,769   $ 99,078,402    (2,529,642)  $(36,743,344)
                                                                         ---------   ------------    ----------   ------------


                                                                               YEAR ENDED                  SIX MONTHS
                                                                            DECEMBER 31, 1999          ENDED JUNE 30, 2000
CLASS B                                                                   SHARES         AMOUNT         SHARES        AMOUNT
-------                                                                   ------         ------         ------        ------
Shares sold                                                              5,249,461   $ 88,949,545     1,291,140   $ 18,557,301
Shares issued in connection with the reinvestment of:
   Distributions from net realized gain                                  2,070,562     30,607,517             0              0
                                                                         ---------     ----------             -              -
                                                                         7,320,023    119,557,062     1,291,140     18,557,301
Shares repurchased                                                      (2,288,012)   (38,363,095)   (2,936,326)   (42,086,028)
                                                                        ----------    -----------    ----------    -----------
Net increase (decrease)                                                  5,032,011   $ 81,193,967    (1,645,186)  $(23,528,727)
                                                                         ---------   ------------    ----------   ------------


                                                                               YEAR ENDED                  SIX MONTHS
                                                                            DECEMBER 31, 1999          ENDED JUNE 30, 2000
CLASS C                                                                   SHARES         AMOUNT         SHARES        AMOUNT
-------                                                                   ------         ------         ------        ------
Shares sold                                                                999,688   $ 16,915,102       253,831   $  3,633,718
Shares issued in connection with the reinvestment of:
   Distributions from net realized gain                                    247,673      3,657,804             0              0
                                                                           -------      ---------             -              -
                                                                         1,247,361     20,572,906       253,831      3,633,718
Shares repurchased                                                        (568,351)    (9,465,865)     (504,210)    (7,223,630)
                                                                          --------     ----------      --------     ----------
Net increase (decrease)                                                    679,010   $ 11,107,041      (250,379)  $ (3,589,912)
                                                                           -------   ------------      --------   ------------

</TABLE>

21
<PAGE>
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
================================================================================

For the Six Months Ended June 30, 2000
(unaudited)

<TABLE>

                                                                               YEAR ENDED                  SIX MONTHS
                                                                            DECEMBER 31, 1999          ENDED JUNE 30, 2000
CLASS Y                                                                   SHARES         AMOUNT         SHARES        AMOUNT
-------                                                                   ------         ------         ------        ------
<S>                                                                        <C>       <C>                 <C>      <C>
Shares sold                                                                972,875   $ 16,586,441        88,872   $  1,313,913
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                                      3,202         58,080             0              0
                                                                             -----         ------             -              -
   Distributions from net realized gain                                    144,486      2,180,268             0              0
                                                                         1,120,563     18,824,789        88,872      1,313,913
Shares repurchased                                                        (184,433)    (3,171,748)     (295,917)    (4,380,065)
                                                                          --------     ----------      --------     ----------
Net increase (decrease)                                                    936,130   $ 15,653,041      (207,045)  $ (3,066,152)
                                                                           -------   ------------      --------   ------------
Increase (decrease) derived from capital shares transactions            12,795,920   $207,032,451    (4,632,252)  $(66,928,135)
                                                                        ==========   ============    ==========   ============
</TABLE>

5. LINE OF CREDIT.  The Fund along with the other  portfolios  that comprise the
Nvest Funds (the "Funds") participate in a $100,000,000 committed line of credit
provided by Citibank,  N.A.  under a credit  agreement (the  "Agreement")  dated
March 3, 2000. Advances under the Agreement are taken primarily for temporary or
emergency purposes.  Borrowings under the Agreement bear interest at a rate tied
to one of several  short-term  rates that may be selected  from time to time. In
addition,  the Funds are charged a facility  fee equal to 0.08% per annum on the
unused portion of the line of credit. The annual cost of maintaining the line of
credit and the  facility  fee is  apportioned  pro rata among the  participating
Funds.  There were no  borrowings  as of or during the six months ended June 30,
2000.

6. EXPENSE REDUCTIONS. The Fund has entered into agreements with brokers whereby
the brokers will rebate a portion of brokerage  commissions.  Amounts  earned by
the Fund under such  agreements  are presented as a reduction of expenses in the
Statement of  Operations.  For the six months  ended June 30,  2000,  the Fund's
expenses were reduced by $ 92,176 under these agreements.

7. SUBSEQUENT  EVENT.  Nvest,  L.P., and its affiliated  operating  partnership,
Nvest  Companies,  L.P., have entered into an agreement for CDC Asset Management
to acquire all of their outstanding  partnership  units. CDC Asset Management is
the  investment  management arm of France's  Caisse des Depots et  Consignation,
which is a major diversified  financial  institution.  Nvest will be renamed CDC
Asset  Management-North  America and it will continue to use the holding company
structure.  Nvest  affiliates will retain their investment  independence,  brand
names,  management and operating autonomy. The transaction will not affect daily
operations  of the Nvest Funds or the  investment  management  activities of the
Funds' investment advisers or subadvisers.

Consummation   of  the   transaction   with  CDC  is  subject  to  a  number  of
contingencies, including regulatory approvals and approval of the unitholders of
Nvest,  L.P.  and Nvest  Companies  L.P.  Under the rules for  mutual  funds the
transaction  may  result  in a  change  of  control  for the  Nvest  affiliates.
Consequently,  it is anticipated that the Nvest affiliates will seek approval of
new  agreements  from  the  Board  of  Trustees  and  shareholders  prior to the
consummation  of the  transaction.  The  transaction is expected to close in the
fourth quarter of 2000.


22
<PAGE>

                            NVEST EQUITY INCOME FUND

  Supplement dated August 21, 2000 to Nvest Stock Funds Prospectus Class A, B
                            and C dated May 1, 2000

Effective August 1, 2000,  Margaret  Buescher is the sole portfolio  manager for
the Fund.

                                                                              23
<PAGE>

                             REGULAR INVESTING PAYS
================================================================================

                                           FIVE GOOD REASONS TO INVEST REGULARLY
--------------------------------------------------------------------------------

1.   It's an easy way to build assets.
2.   It's convenient and effortless.
3.   It requires a low minimum to get started.
4.   It can help you reach important  long-term goals like financing  retirement
     or college funding.
5.   It can help you benefit from the ups and downs of the market.

With Investment  Builder,  Nvest Funds' automatic  investment  program,  you can
invest as little as $100 a month in your  Nvest  fund  automatically  -- without
even  writing a check.  And, as you can see from the chart  below,  your monthly
investments can really add up over time.

                                                  THE POWER OF MONTHLY INVESTING

[A CHART THAT SHOWS INVESTMENTS OVER A 20 YEAR SPAN]

                  100            $200            $500
25 Years        $91,236        $182,472        $456,181


Assumes an 8% fixed  rate of return  compounded  monthly  and does not allow for
taxes.  Results are not  indicative  of the past or future  results of any Nvest
Funds.  The value and  return on Nvest  Funds  fluctuate  with  changing  market
conditions.

This program  cannot  assure a profit nor protect  against a loss in a declining
market. It does, however,  ensure that you buy more shares when the price is low
and  fewer  shares  when the  price  is  high.  Because  this  program  involves
continuous investment in securities regardless of fluctuating prices,  investors
should consider their financial ability to continue  purchases during periods of
high or low  prices.

You can start an  Investment  Builder  program  with your  current  Nvest  Funds
account.  To open an  Investment  Builder  account  today,  call your  financial
representative or Nvest Funds at 800-225-5478.

Please call Nvest  Funds for a  prospectus,  which  contains  more  information,
including charges and other ongoing expenses.  Please read prospectus  carefully
before you invest.

24
<PAGE>



                                  NVEST FUNDS
================================================================================

     LARGE-CAP EQUITY FUNDS                     GLOBAL/INTERNATIONAL EQUITY
      Capital Growth Fund                           Star Worldwide Fund
      Kobrick Growth Fund                        International Equity Fund
          Growth Fund
     Growth and Income Fund                        CORPORATE INCOME FUNDS
         Balanced Fund                        Short Term Corporate Income Fund
        Star Value Fund                                Bond Income Fund
                                                      High Income Fund
     ALL-CAP EQUITY FUNDS                          Strategic Income Fund
      Star Advisers Fund
     Kobrick Capital Fund
        Bullseye Fund                             GOVERNMENT INCOME FUNDS
      Equity Income Fund                     Limited Term U.S. Government Fund
                                                 Government Securities Fund
     SMALL-CAP EQUITY FUNDS
      Star Small Cap Fund                           MONEY MARKET FUNDS*
  Kobrick Emerging Growth Fund                     Cash Management Trust
                                               Tax Exempt Money Market Trust
                                              *Investments in the money market
                                                funds are not insured or
                                               gauranteed by the FDIC or any
                                                    government agency.


                             TAX-FREE INCOME FUNDS
                             Municipal Income Fund
                           Intermediate Term Tax Free
                               Fund of California
                       Massachusetts Tax Free Income Fund

To learn more, and for a free prospectus, contact your financial representative.

                    VISIT OUR WEB SITE AT WWW.NVESTFUNDS.COM
                         Nvest Funds Distributor, L.P.
                              399 Boylston Street
                                Boston, MA 02116
                             Toll Free 800-225-5478

 This material is authorized for distribution to prospective investors when it
  is preceded or accompanied by the Fund's current prospectus, which contains
information about distribution charges, management and other items of interest.
    Investors are advised to read the prospectus carefully before investing.

Nvest Funds Distributor, L.P., and other firms selling shares of Nvest Funds are
  members of the National Association of Securities Dealers, Inc. (NASD). As a
service to investors, the NASD has asked that we inform you of the availability
 of a brochure on its Public Disclosure Program. The program provides access to
  information about securities firms and their representatives. Investors may
           obtain a copy by contacting the NASD at 800-289-9999 or by
                   visiting their Web site at www.NASDR.com.

<PAGE>

[Nvest Funds Logo appears here]

GP58-0600

Printed On Recycled Paper



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission