NVEST FUNDS TRUST II, 497, 2000-02-04

NVEST FUNDS TRUST II
497, 2000-02-04

Previous: NVEST FUNDS TRUST II, 497, 2000-02-04

Next: AXP EQUITY SELECT FUND INC, N-30D, 2000-02-04

<PAGE>

NVESTFUNDS(SM)
Where The Best Minds Meet(R)

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

Nvest
STOCK FUNDS

[Graphic Omitted]

- --------------------------------------------------------------------------------
LARGE-CAP EQUITY
Nvest Capital Growth Fund
Westpeak Investment Advisors, L.P.

Nvest Growth Fund
Capital Growth Management
Limited Partnership

Nvest Growth and Income Fund
Westpeak Investment Advisors, L.P.

Nvest Balanced Fund
Loomis, Sayles & Company, L.P.

Nvest Value Fund
Loomis, Sayles & Company, L.P.
- --------------------------------------------------------------------------------

The Securities and Exchange Commission has not approved any
Fund's shares or determined whether this Prospectus is accurate or complete.
Anyone who tells you otherwise is committing a crime.

For general information on the Funds or any of their services and for
assistance in opening an account, contact your financial representative
or call Nvest Funds.

PROSPECTUS
May 3, 1999
(as revised February 1, 2000)

What's Inside
Goals, Strategies & Risks
[GRAPHIC OMITTED] Page 2
- --------------------------------------------------------------------------------
Fund Fees & Expenses
[GRAPHIC OMITTED] Page 12
- --------------------------------------------------------------------------------
Management Team
[GRAPHIC OMITTED] Page 15
- --------------------------------------------------------------------------------
Fund Services
[GRAPHIC OMITTED] Page 17
- --------------------------------------------------------------------------------
Fund Performance
[GRAPHIC OMITTED] Page 29
- --------------------------------------------------------------------------------

Nvest Funds
399 Boylston Street, Boston, Massachusetts 02116
800-225-5478
<PAGE>

Table of Contents

- --------------------------------------------------------------------------------
GOALS, STRATEGIES & RISKS
- --------------------------------------------------------------------------------
Nvest Capital Growth Fund ............................................... 2
Nvest Growth Fund ....................................................... 4
Nvest Growth and Income Fund ............................................ 6
Nvest Balanced Fund ..................................................... 8
Nvest Value Fund ........................................................ 10

- --------------------------------------------------------------------------------
MORE ABOUT RISK
- --------------------------------------------------------------------------------
More About Risk ......................................................... 14

- --------------------------------------------------------------------------------
MANAGEMENT TEAM
- --------------------------------------------------------------------------------
Meet the Funds' Investment Advisers and Subadvisers ..................... 15
Meet the Funds' Portfolio Managers ...................................... 16

- --------------------------------------------------------------------------------
FUND SERVICES
- --------------------------------------------------------------------------------
Investing in the Funds .................................................. 17
How Sales Charges Are Calculated ........................................ 18
Ways to Reduce or Eliminate Sales Charges ............................... 19
It's Easy to Open an Account ............................................ 20
Buying Shares ........................................................... 21
Selling Shares .......................................................... 22
Selling Shares in Writing ............................................... 23
Exchanging Shares ....................................................... 24
Restrictions on Buying Selling and Exchanging Shares .................... 24
How Fund Shares Are Priced .............................................. 25
Dividends and Distributions ............................................. 26
Tax Consequences ........................................................ 26
Compensation to Securities Dealers ...................................... 27
Additional Investor Services ............................................ 28

- --------------------------------------------------------------------------------
FUND PERFORMANCE
- --------------------------------------------------------------------------------
Nvest Capital Growth Fund ............................................... 29
Nvest Growth Fund ....................................................... 30
Nvest Growth and Income Fund ............................................ 31
Nvest Balanced Fund ..................................................... 32
Nvest Value Fund ........................................................ 33
Glossary of Terms ....................................................... 34

If you have any questions about any of the terms used in this Prospectus, please
refer to the "Glossary of Terms."

To learn more about the possible risks of investing in a Fund, please refer to
the section entitled "More About Risk." This section details the risks of
practices in which the Funds may engage. Please read this section carefully
before you invest.

[graphic omitted] Goals, Strategies & Risks FUND FOCUS
-------------------------- Stability Income Growth
NVEST CAPITAL GROWTH FUND -----------------------
High X
ADVISER: Nvest Funds Management, L.P. --------- ------ ------
("Nvest Mangement") Mod. X
--------- ------ ------
SUBADVISER: Westpeak Investment Advisors, L.P. Low X
("Westpeak")

MANAGER: Gerald H. Scriver TICKER SYMBOL: CLASS A CLASS B CLASS C
---------------------------
CATEGORY: Large-Cap Equity NEFCX NECBX NECGX

INVESTMENT GOAL
The Fund seeks long-term capital growth.

The Fund's investment goal may be changed without shareholder approval.

INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest substantially all of its
assets in common stock of U.S. medium and large capitalization companies in any
industry.

Westpeak constructs a portfolio of reasonably-priced growth stocks by combining
its experience and judgment with a dynamic weighting process known as "portfolio
profiling." The portfolio emphasizes the characteristics that Westpeak believes
are most likely to be rewarded by the market in the period ahead. Using
proprietary research based on economic, market and company specific information,
Westpeak analyzes each stock and ranks them based on characteristics such as:

x earnings-to-price ratios
x earnings growth rates
x positive earnings surprises
x book-to-price ratios

In selecting investments for the Fund's portfolio, Westpeak employs the
following strategy:

o It starts with the Russell 3000 Growth Index of about 1,800 stocks and
generally eliminates stocks of companies below a $500 million market
capitalization threshold. This creates an overall valuation universe of about
1,200 stocks, with approximately 90% from the Russell 1000 Growth Index
(comprised of large and medium capitalization companies) and 10% from the
Russell 2000 Growth Index (comprised of small capitalization companies).

o Next, it screens these stocks using fundamental growth and value criteria and
calculates a "fundamental rank" for each stock. This rank reflects a
historical analysis of the company using approximately 70 growth and value
characteristics.

o All of the stocks are then screened using Wall Street analysts' projected
earnings estimates for the company and each is assigned an "expectations
rank." This rank accounts for the company's potential earnings revisions and
"positive earnings surprises"(whether its business has the potential to
improve in the near future).

o The final step is to calculate a "composite rank" for each stock by combining
their fundamental and expectation ranks and to evaluate whether to buy, sell
or hold a stock by comparing its composite rank to those of other stocks on a
stock valuation matrix.

o The desired result is a portfolio of 75 to 125 stocks that Westpeak believes
will produce the highest long-term returns consistent with the Fund's risk
parameters.

The Fund may:

o Hold up to 10% of its assets in smaller capitalization companies.

o Engage in active and frequent trading of securities. Frequent trading may
produce higher transaction costs and a higher level of capital gains, which
may lower your return.

o Purchase money market or high quality debt securities for temporary defensive
purposes in response to adverse market, economic or political conditions.
These investments may prevent the Fund from achieving its goal.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

INVESTMENT RISKS
EQUITY SECURITIES: Subject to market risks. This means that you may lose money
on your investment due to unpredictable drops in a stock's value or periods of
below-average performance in a given stock or in the stock market as a whole.
Small capitalization companies may be subject to more abrupt price movements,
limited markets and less liquidity than larger, more established companies,
which could adversely affect the value of the portfolio.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Capital Growth Fund. The Fund's past performance does not necessarily
indicate how it will perform in the future. The Fund's current subadviser
assumed that function on February 16, 1998. This chart and table reflect results
achieved by the previous subadviser using different investment principles for
periods prior to February 16, 1998.

The bar chart shows the Fund's total returns for Class A shares for each
calendar year since its first full year of operations. The returns for the other
classes of shares offered by this Prospectus differ from the Class A returns
shown in the bar chart, depending upon the respective expenses of each class.
The chart does not reflect any sales charge that you may be required to pay when
you buy or redeem the Fund's shares. A sales charge will reduce your return.

1993 7.9%
1994 -1.6%
1995 30.7%
1996 17.1%
1997 17.2%
1998 29.0%

/\ Highest Quarterly Return: Fourth Quarter 1998, up 24.3%
\/ Lowest Quarterly Return: Third Quarter 1998, down 11.7%

The table below shows the Fund's average annual total returns for the one-year,
five-year and ten-year periods (or since the class' inception, if shorter)
compared to those of the Russell 1000 Growth Index, an unmanaged subset of
stocks from the larger Russell 1000 Index, selected for their greater growth
orientation. They are also compared to the Lipper Growth Fund and Morningstar
Large Growth Averages, each an average of the total returns of all mutual funds
with an investment style similar to that of the Fund as calculated by Lipper,
Inc. and Morningstar, Inc. You may not invest directly in an index. The Fund's
total returns reflect its expenses and the maximum sales charge that you may pay
when you buy or redeem the Fund's shares. The Russell 1000 Growth Index returns
have not been adjusted for ongoing management, distribution and operating
expenses and sales charges applicable to mutual fund investments. The Lipper
Growth Fund and Morningstar Large Growth Average returns have been adjusted for
these expenses but do not reflect any sales charges.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended December SINCE
31, 1998) PAST 1 YEAR PAST 5 YEARS INCEPTION
- -------------------------------------------------------------------------------
Nvest Capital Growth Fund: Class A
(inception 8/3/92) 21.6% 16.5% 16.5%
Russell 1000 Growth Index 38.7% 25.7% 21.3%
Lipper Growth Fund Average
(calculated from 8/6/92) 22.9% 18.7% 17.6%
Morningstar Large Growth Average
(calculated from 7/31/92) 35.8% 20.6% 19.3%

Nvest Capital Growth Fund: Class B
(inception 9/13/93) 23.2% 16.7% 16.6%
Russell 1000 Growth Index 38.7% 25.7% 25.2%
Lipper Growth Fund Average
(calculated from 9/30/93) 22.9% 18.7% 18.1%
Morningstar Large Growth Average
(calculated from 9/30/93) 35.8% 20.6% 20.6%

Nvest Capital Growth Fund: Class C
(inception 12/30/94) 27.1% -- 22.3%
Russell 1000 Growth Index 38.7% -- 32.2%
Lipper Growth Fund Average 22.9% -- 24.4%
Morningstar Large Growth Average 35.8% -- 28.0%
- --------------------------------------------------------------------------------

For actual past expenses of Class A, B and C shares, see the section entitled
"Fund Fees & Expenses."
<PAGE>

[graphic omitted] Goals, Strategies & Risks FUND FOCUS
--------------------------- Stability Income Growth
NVEST GROWTH FUND -----------------------
High X
--------- ------ ------
Mod.
--------- ------ ------
ADVISER: Capital Growth Management Limited Low X X
Partnership ("CGM")

MANAGER: G. Kenneth Heebner TICKER SYMBOL: CLASS A CLASS B CLASS C
---------------------------
CATEGORY: Large-Cap Equity NEFGX NEBGX NEGCX

INVESTMENT GOAL
The Fund seeks long-term growth of capital through investment in equity
securities of companies whose earnings are expected to grow at a faster rate
than the United States economy.

INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest
substantially all of its assets in equity securities. The Fund
will generally invest in common stock of large capitalization companies that CGM
expects will grow at a faster rate than the United States economy. When market
conditions warrant, however, CGM may select stocks based upon overall economic
factors such as the general economic outlook, the level and direction of
interest rates and potential impact of inflation. The Fund will not invest in
small capitalization companies.

In general, CGM seeks companies with the following characteristics, although not
all of the companies selected will have these attributes:

x well-established with records of above-average growth
x promise of maintaining their leadership positions in their industries
x likely to benefit from internal revitalization or innovations, changes in
consumer demand, or basic economic forces

Rather than following a particular style, CGM employs a flexible approach and
seeks to take advantage of opportunities as they arise. In making an investment
decision, CGM will generally employ the following methods:

o It uses a top-down approach, meaning that it analyzes the overall economic
factors that may affect a potential investment.

o CGM then conducts a thorough analysis of certain industries and companies,
evaluating the fundamentals of each on a case-by-case basis and focusing on
companies that it determines are attractively valued.

o CGM's ultimate decision to purchase a security results from a thorough
assessment of all of the information that CGM deems to be relevant at the
time of investment.

o CGM will sell a stock if it determines that its investment expectations are
not being met, if better opportunities are identified or if its price
objective has been attained.

The Fund may:
o Invest in foreign securities.

o Invest in other investment companies.

o Engage in active and frequent trading of securities. Frequent trading may
produce higher transaction costs and a higher level of taxable capital gains,
which may lower your return.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

INVESTMENT RISKS
EQUITY SECURITIES: Subject to market risks. This means that you may lose money
on your investment due to unpredictable drops in value or periods of
below-average performance in a given stock or in the stock market as a whole.
Although the Fund is diversified, its focused approach means that its
relatively small number of holdings may result in greater share price
fluctuations than a more diversified mutual fund.

INVESTMENTS IN OTHER INVESTMENT COMPANIES: May incur extra costs in addition to
its own expenses.

FOREIGN SECURITIES: May be affected by foreign currency fluctuations, higher
volatility than U.S. securities and limited liquidity. Political, economic and
information risks are also associated with foreign securities. These
investments may also be affected by the conversion of the currency of several
European countries to the "euro" currency.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Growth Fund. The Fund's past performance does not necessarily
indicate how it will perform in the future.

The bar chart shows the Fund's total returns for Class A shares for each
of the last ten calendar year.The returns for the other
classes of shares offered by this Prospectus differ from the Class A returns
shown in the bar chart, depending upon the respective expenses of each class.
The chart does not reflect any sales charge that you may be required to pay when
you buy or redeem the Fund's shares. A sales charge will reduce your return.

1989 22.3%
1990 5.1%
1991 56.7%
1992 -6.6%
1993 11.3%
1994 -7.1%
1995 38.1%
1996 20.9%
1997 23.5%
1998 33.4%

/\ Highest Quarterly Return: Fourth Quarter 1998, up 28.5%
\/ Lowest Quarterly Return: Third Quarter 1998, down 18.1%

The table below shows the Fund's average annual total returns for the one-year,
five-year and ten-year periods (or since the class' inception, if shorter)
compared to those of the Standard & Poor's Composite Index of 500 Stocks ("S&P
500"), a market value-weighted, unmanaged index of common stock prices for 500
selected stocks. They are also compared to the Lipper Growth Fund and
Morningstar Large Growth Averages, each an average of the total returns of all
mutual funds with an investment style similar to that of the Fund as calculated
by Lipper, Inc. and Morningstar, Inc. You may not invest directly in an index.
The Fund's total returns reflect its expenses and the maximum sales charge that
you may pay when you buy or redeem the Fund's shares. The S&P 500 returns have
not been adjusted for ongoing management, distribution and operating expenses
and sales charges applicable to mutual fund investments. The Lipper Growth Fund
and Morningstar Large Growth Average returns have been adjusted for these
expenses but do not reflect any sales charges.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended
December 31, 1998) PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
- -------------------------------------------------------------------------------- *Since inception
<S> <C> <C> <C>
Nvest Growth Fund: Class A
(inception 11/27/68) 25.7% 19.2% 17.6%
S&P 500 28.5% 24.0% 19.2%
Lipper Growth Fund Average 22.9% 18.6% 16.7%
Morningstar Large Blend Average 21.8% 19.8% 16.4%

Nvest Growth Fund: Class B
(inception 2/28/97) 27.4% 23.7%*
S&P 500 28.5% 29.3%*
Lipper Growth Fund Average 22.9% 23.5%*
Morningstar Large Blend Average 21.8% 23.8%*

Nvest Growth Fund: Class C
(inception 9/1/98) 21.2%*
S&P 500 24.6%*
Lipper Growth Fund Average
(calculated from 8/31/98) 29.9%*
Morningstar Large Blend Average
(calculated from 8/31/98) 26.3%*
- --------------------------------------------------------------------------------

For actual past expenses of Class A, B and C shares, see the section entitled
"Fund Fees & Expenses."
</TABLE>
<PAGE>

[graphic omitted] Goals, Strategies & Risks FUND FOCUS
-------------------------- Stability Income Growth
NVEST GROWTH -----------------------
AND INCOME FUND High X
--------- ------ ------
ADVISER: Nvest Funds Management, L.P. Mod. X
("Nvest Mangement") --------- ------ ------
Low X
SUBADVISER: Westpeak Investment Advisors, L.P.
("Westpeak")

MANAGER: Gerald H. Scriver TICKER SYMBOL: CLASS A CLASS B CLASS C
---------------------------
CATEGORY: Large-Cap Equity NEFOX NEGBX NECOX

INVESTMENT GOAL
The Fund seeks opportunities for long-term capital growth and income.

The Fund's investment goal may be changed without shareholder approval.

INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest substantially all its
assets in common stock of large capitalization companies in any industry.

Westpeak constructs a portfolio of recognizable, reasonably-priced growth stocks
by combining its experience and judgment with a dynamic weighting process known
as "portfolio profiling." The portfolio emphasizes the characteristics that
Westpeak feels are most likely to be rewarded by the market in the period ahead.
Using proprietary research based on economic, market and company specific
information, Westpeak analyzes each stock and ranks them based on
characteristics such as:

x earnings-to-price ratios
x earnings growth rates
x positive earnings surprises
x book-to-price ratios
x dividend yield

In selecting investments for the Fund, Westpeak employs the following strategy:

o It starts with an initial universe of approximately 1,300 stocks of large
capitalization companies and generally eliminates stocks of companies below a
$1.4 billion market capitalization threshold. This creates an overall
universe of about 900 stocks.

o The desired result is a portfolio of 75 to 150 stocks, with a dividend yield
that approximates that of the Standard & Poor's Composite Rank of 500 stocks
("S&P 500"), which Westpeak believes will produce the highest long-term
returns consistent with the portfolio's risk parameters.

The Fund may:

o Invest in foreign securities traded in U.S. markets (through American
Depository Receipts ("ADRs") or stocks sold in U.S. dollars).

o Engage in active and frequent trading of securities. Frequent trading may
produce higher transaction costs and a higher level of taxable capital gains,
which may lower your return.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

FOREIGN SECURITIES: ADRs may be more volatile than U.S. securities and carry
political, economic and information risks that are associated with foreign
securities.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Growth and Income Fund. The Fund's past performance does not
necessarily indicate how it will perform in the future. The Fund's current
subadviser assumed that function on May 1, 1995. This chart and table reflect
results achieved by the previous subadviser using different investment
principles for periods prior to May 1, 1995.

The bar chart shows the Fund's total returns for Class A shares for each of the
last ten calendar years. The returns for the other classes of shares offered by
this Prospectus differ from the Class A returns shown in the bar chart,
depending upon the respective expenses of each class. The chart does not reflect
any sales charge that you may be required to pay when you buy or redeem the
Fund's shares. A sales charge will reduce your return.

1989 27.6%
1990 -4.3%
1991 30.6%
1992 9.3%
1993 8.0%
1994 1.0%
1995 35.1%
1996 17.2%
1997 33.4%
1998 23.9%

/\ Highest Quarterly Return: Fourth Quarter 1998, up 19.1%
\/ Lowest Quarterly Return: Third Quarter 1998, down 13.6%

The table below shows the Fund's average annual total returns for the one-year,
five-year and ten-year periods (or since the class' inception if shorter)
compared to those of the S&P 500, a market value-weighted, unmanaged index of
common stock prices of 500 selected stocks. They are also compared to the Lipper
Growth & Income and Morningstar Large Value Averages, each an average of the
total returns of all mutual funds with an investment style similar to that of
the Fund as calculated by Lipper, Inc. and Morningstar, Inc. You may not invest
directly in an index. The Fund's total returns reflect its expenses and the
maximum sales charge that you may pay when you buy or redeem the Fund's shares.
The S&P 500 returns have not been adjusted for ongoing management, distribution
and operating expenses and sales charges applicable to mutual fund investments.
The Lipper Growth & Income Average and Morningstar Large Value Average returns
have been adjusted for these expenses but do not reflect any sales charges.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended
December 31, 1998) PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
- -------------------------------------------------------------------------------- *Since inception
<S> <C> <C> <C>
Nvest Growth and Income Fund: Class A
(inception 5/6/31) 16.8% 20.0% 16.7%
S&P 500 28.5% 24.0% 19.2%
Lipper Growth & Income Average 15.6% 18.4% 15.5%
Morningstar Large Value Average 12.3% 17.9% 15.5%

Nvest Growth and Income Fund: Class B
(inception 9/13/93) 18.1% 20.5% 19.5%*
S&P 500 28.5% 24.0% 23.1%*
Lipper Growth & Income Average
(calculated from 9/30/93) 15.6% 18.4% 17.9%*
Morningstar Large Value Average
(calculated from 9/30/93) 12.3% 17.9% 17.3%*

Nvest Growth and Income Fund: Class C
(inception 5/1/95) 21.9% 25.1%*
S&P 500 28.5% 29.3%*
Lipper Growth & Income Average
(calculated from 4/30/95) 15.6% 22.6%*
Morningstar Large Value Average
(calculated from 4/30/95) 12.3% 21.6%*

- --------------------------------------------------------------------------------
For actual past expenses of Class A, B and C shares, see the section entitled
"Fund Fees & Expenses."
</TABLE>
<PAGE>

[graphic omitted] Goals, Strategies & Risks FUND FOCUS
------------------------- Stability Income Growth
NVEST BALANCED FUND -----------------------
High
ADVISER: Nvest Funds Management, L.P. --------- ------ ------
("Nvest Mangement") Mod. X X X
--------- ------ ------
SUBADVISER: Loomis, Sayles & Company, L.P. Low
("Loomis Sayles")

MANAGERS: Equity: Jeff Wardlow TICKER SYMBOL: CLASS A CLASS B CLASS C
and Gregg Watkins ---------------------------
Fixed Income: John Hyll NEFBX NEBBX NEBCX

CATEGORY: Large-Cap Equity

INVESTMENT GOAL
The Fund seeks a reasonable long-term investment return from a combination of
long-term capital appreciation and moderate current income.

INVESTMENT STRATEGIES
Generally, the Fund will invest appoximately 65% of its assets in equity
securities and approximately 35% of its assets in fixed-income securities. It
principally invests in dividend-paying common stocks of quality, large
capitalization companies of any industry and investment grade bonds. Loomis
Sayles uses a flexible approach to seek investments with the following
characteristics, although not all of the companies selected will have these
attributes:

EQUITY SECURITIES:
x discounted price compared to its current value
x below-average price-to-earnings ratios
x competitive current and estimated dividend yield
x attractive 5-year estimated earnings growth

FIXED-INCOME SECURITIES:
x greater yield-to-maturity than appropriate benchmarks
x maturities typically between 1 and 30 years
x investment grade bonds
x controlled duration variance compared to index

In order to maintain a balanced, flexible portfolio of investments, Loomis
Sayles employs the following strategy:

o Depending on Loomis Sayles' view of the economic outlook, the Fund may invest
more heavily in either equity or fixed-income securities. However, the Fund
will always invest a minimum of 50% of its assets in equity securities and a
minimum of 25% of its assets in fixed-income securities.

o It selects stocks from a universe of approximately 1,400 companies, primarily
those with a market capitalization in excess of $2 billion. It then uses a
proprietary valuation model to rank stocks based on valuation, earnings
estimate revisions and quality. Fundamental research is then used to identify
what Loomis Sayles believes are the most attractive 60 to 75 stocks for
purchase by the Fund.

o It selects bonds by placing a greater emphasis on security and sector
selection than interest rate anticipation. It conducts extensive research and
credit analysis of over 600 corporate issuers and assigns each a proprietary
rating. It combines these ratings with internal policy limitations to select
bonds for the Fund.

o Loomis Sayles will sell a stock when its price objective has been attained,
its fundamentals deteriorate or when more attractive opportunities are
identified. It sells bonds depending on expected credit deterioration or when
it identifies other securities with better total returns going forward.

The Fund may also invest in:

o Foreign securities.

o Mortgage- and asset-backed securities.

o Zero-coupon bonds and when-issued securities.

o Money market or high quality debt securities for temporary defensive purposes
in response to adverse market, economic or political conditions. These
investments may prevent the Fund from achieving its goal.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

FIXED-INCOME SECURITIES: Subject to credit risk, interest rate risk and
liquidity risk. Credit risk relates to the ability of an issuer to make
payments of principal and interest when due and includes the risk of default.
Interest rate risk relates to changes in a security's value as a result of
changes in interest rates. Generally, the value of fixed-income securities
rises when prevailing interest rates fall and falls when interest rates rise.
Zero-coupon bonds may be subject to these risks to a greater extent than other
fixed-income securities.

MORTGAGE- AND ASSET-BACKED SECURITIES: Subject to prepayment risk. With
prepayment, the Fund may reinvest the prepaid amounts in securities with lower
yields than the prepaid obligations. The Fund may also incur a realized loss
when there is a prepayment of securities that were purchased at a premium.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Balanced Fund. The Fund's past performance does not necessarily
indicate how it will perform in the future.

1989 10.4%
1990 -10.6%
1991 29.2%
1992 13.9%
1993 14.2%
1994 -2.7%
1995 26.3%
1996 17.1%
1997 17.5%
1998 8.2%

/\ Highest Quarterly Return: First Quarter 1991, up 15.3%
\/ Lowest Quarterly Return: Third Quarter 1990, down 15.9%

The table below shows the Fund's average annual total returns for the one-year,
five-year and ten-year periods (or since the class' inception if shorter)
compared to those of a blend of the Standard & Poor's Composite Index of 500
stocks ("S&P 500") and the Lehman Government/ Corporate Bond Index ("S&P/Lehman
G/C Blend"). This index is represented by a 65% weighting in the S&P 500 and a
35% weighting in the Lehman G/C Index. Indices are rebalanced to 65% / 35% at
the end of each year. They are also compared to the Lipper Balanced and
Morningstar Domestic Hybrid Averages, each an average of the total returns of
all mutual funds with an investment style similar to that of the Fund as
calculated by Lipper, Inc. and Morningstar, Inc. You may not invest directly in
an index. The Fund's total returns reflect its expenses and the maximum sales
charges that you may pay when you buy or redeem the Fund's shares. The
S&P/Lehman G/C Blend returns have not been adjusted for ongoing management,
distribution and operating expenses and sales charges applicable to mutual fund
investments. The Lipper Balanced Average and Morningstar Domestic Hybrid Average
returns have been adjusted for these expenses but do not reflect any sales
charges.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended
December 31, 1998) PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
- -------------------------------------------------------------------------------- *Since inception
<S> <C> <C> <C>
Nvest Balanced Fund: Class A
(inception 11/27/68) 2.0% 11.5% 11.1%
S&P/Lehman G/C Blend 21.9% 18.2% 15.7%
Lipper Balanced Average 13.5% 13.8% 12.9%
Morningstar Domestic Hybrid Average 12.1% 13.3% 12.5%

Nvest Balanced Fund: Class B
(inception 9/13/93) 2.6% 11.8% 11.9%*
S&P/Lehman G/C Blend
(Lehman calculated from 9/30/93) 21.9% 18.2% 17.6%*
Lipper Balanced Average
(calculated from 9/30/93) 13.5% 13.8% 13.4%*
Morningstar Domestic Hybrid Average
(calculated from 9/30/93) 12.1% 13.3% 12.3%*

Nvest Balanced Fund: Class C
(inception 12/30/94) 6.4% 16.1%*
S&P/Lehman G/C Blend 21.9% 23.4%*
Lipper Balanced Average 13.5% 18.2%*
Morningstar Domestic Hybrid Average 12.1% 16.8%*

[graphic omitted] Goals, Strategies & Risks FUND FOCUS
------------------------- Stability Income Growth
NVEST VALUE FUND -----------------------
High X
ADVISER: Nvest Funds Management, L.P. --------- ------ ------
("Nvest Mangement") Mod. X
--------- ------ ------
SUBADVISER: Loomis, Sayles & Company, L.P. Low X
("Loomis Sayles")

MANAGERS: Jeff Wardlow and TICKER SYMBOL: CLASS A CLASS B CLASS C
Lauriann Kloppenburg ---------------------------
NEFVX NEVBX NECVX
CATEGORY: Large-Cap Equity

INVESTMENT GOAL
The Fund seeks a reasonable long-term investment return from a combination of
market appreciation and dividend income from equity securities.

INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest substantially all of its
assets in equity securities. The Fund primarily invests in common stock of large
capitalization companies of various industries, although investment in any one
industry is limited to 10% of the Fund's assets.

Loomis Sayles uses non-technical, fundamental research in a value-oriented
selection process to seek companies with the following characteristics, relative
to the Russell 1000 Value Index, although not all of the companies selected will
have these attributes:

x low price-to-earnings ratios based on earnings estimates
x competitive return on equity
x competitive current and estimated dividend yield
x high 5-year estimated earnings growth

In selecting investments for the Fund, Loomis Sayles employs the following
strategy:

o It starts with a universe of approximately 1,400 companies, primarily those
with a market capitalization in excess of $2 billion.

o Stocks are then ranked using the Loomis Sayles proprietary valuation model
based on low price-to-earnings ratios, earnings estimate revisions and
quality.

o Stocks that rank in the top third of the valuation model become prime
candidates for purchase and receive a more intensive fundamental research
effort.

o The Fund's portfolio is constructed by choosing approximately 60 to 70 stocks
which Loomis Sayles believes offer the best combination of attractive
valuation characteristics and positive fundamentals.

o The portfolio construction process also attempts to minimize risk through
careful evaluation of diversification and other risk factors.

o Loomis Sayles will generally sell a stock when its price objective has been
attained, if its fundamentals deteriorate, or when a stock with greater
potential is identified.

The Fund may:

o Invest in foreign securities.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Value Fund. The Fund's past performance does not necessarily indicate
how it will perform in the future.

1989 22.6%
1990 -13.6%
1991 27.1%
1992 16.6%
1993 17.0%%
1994 -1.4%
1995 32.3%
1996 26.3%
1997 21.0%
1998 7.1%

/\ Highest Quarterly Return: First Quarter 1991, up 19.5%
\/ Lowest Quarterly Return: Third Quarter 1990, down 21.3%

The table below shows the Fund's average annual total returns for the one-year,
five-year and ten-year periods (or since the class' inception if shorter)
compared to those of the Russell 1000 Value Index, an unmanaged subset of stocks
from the larger Russell 3000 Index, selected for their greater value
orientation. They are also compared to the Lipper Growth & Income and
Morningstar Large Value Averages, each an average of the total returns of all
mutual funds with an investment style similar to that of the Fund as calculated
by Lipper, Inc. and Morningstar, Inc. You may not invest directly in an index.
The Fund's total returns reflect its expenses and the maximum sales charges that
you may pay when you buy or redeem the Fund's shares. The Russell 1000 Value
Index returns have not been adjusted for ongoing management, distribution and
operating expenses and sales charges applicable to mutual fund investments. The
Lipper Growth & Income Average and Morningstar Large Value Average returns have
been adjusted for these expenses but do not reflect any sales charges.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended
December 31, 1998) PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
- -------------------------------------------------------------------------------- *Since inception
<S> <C> <C> <C>
Nvest Value Fund: Class A
(inception 6/5/70) 0.9% 15.0% 14.0%
Russell 1000 Value Index 15.6% 20.9% 17.4%
Lipper Growth & Income Average 15.6% 18.4% 15.5%
Morningstar Large Value Average 12.3% 17.9% 15.5%

Nvest Value Fund: Class B
(inception 9/13/93) 1.6% 15.3% 15.8%*
Russell 1000 Value Index 15.6% 20.9% 19.7%*
Lipper Growth & Income Average
(calculated from 9/30/93) 15.6% 18.4% 17.9%*
Morningstar Large Value Average
(calculated from 9/30/93) 12.3% 17.9% 17.3%*

Nvest Value Fund: Class C
(inception 12/30/94) 5.3% 20.4%*
Russell 1000 Value Index 15.6% 27.4%*
Lipper Growth & Income Average 15.6% 23.7%*
Morningstar Large Value Average 12.3% 22.8%*
- --------------------------------------------------------------------------------

For actual past expenses of Class A, B and C shares, see the section entitled
"Fund Fees & Expenses."
</TABLE>
<PAGE>

[graphic omitted] FUND FEES & EXPENSES

The following tables describe the fees and expenses that you may pay if you buy
and hold shares of each Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

CLASS A CLASS B CLASS C
- --------------------------------------------------------------------------------
Maximum sales charge (load) imposed on
purchases (as a percentage of
offering price)(1)(2) 5.75% None None
Maximum deferred sales charge (load)
(as a percentage of original
purchase price or redemption proceeds,
as applicable)(2) (3) 5.00% 1.00%
Redemption fees None* None* None*

(1) A reduced sales charge on Class A shares applies in some cases. See "Ways to
Reduce or Eliminate Sales Charges."
(2) Does not apply to reinvested distributions.
(3) A 1.00% contingent deferred sales charge applies with respect to certain
purchases of Class A shares greater than $1,000,000 redeemed within 1 year
after purchase, but not to any other purchases or redemptions of Class A
shares. See "How Sales Charges are Calculated."
* Generally, a transaction fee will be charged for expedited payment of
redemption proceeds such as by wire or overnight delivery.

<TABLE>
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets, as a percentage of average daily net assets)
<CAPTION>

CAPITAL GROWTH FUND GROWTH FUND GROWTH AND INCOME FUND
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees 0.75% 0.75% 0.75% 0.67% 0.67% 0.67% 0.68% 0.68% 0.68%
Distribution and/or service (12b-1) fees 0.25% 1.00%* 1.00%* 0.25% 1.00%* 1.00%* 0.25% 1.00%* 1.00%*
Other expenses 0.46% 0.46% 0.46% 0.20% 0.20% 0.20% 0.30% 0.30% 0.30%
Total annual fund operating expenses 1.46% 2.21% 2.21% 1.12% 1.87% 1.87% 1.23% 1.98% 1.98%

<CAPTION>
BALANCED FUND VALUE FUND
- ----------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Management fees 0.73% 0.73% 0.73% 0.72% 0.72% 0.72%
Distribution and/or service (12b-1) fees 0.25% 1.00%* 1.00%* 0.25% 1.00%* 1.00%*
Other expenses 0.32% 0.32% 0.32% 0.29% 0.29% 0.29%
Total annual fund operating expenses 1.30% 2.05% 2.05% 1.26% 2.01% 2.01%

EXAMPLE
This example is intended to help you compare the cost of investing in each Fund
with the cost of investing in other mutual funds. The example assumes that:

o You invest $10,000 in the Fund for the time periods indicated;

o Your investment has a 5% return each year; and

o The Fund's operating expenses remain the same.

Although your actual costs and returns may be higher or lower, based on these
assumptions your costs would be:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CAPITAL GROWTH FUND GROWTH FUND GROWTH AND INCOME FUND
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
(1) (2) (1) (2) (1) (2) (1) (2) (1) (2) (1) (2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 year $ 715 $ 724 $ 224 $ 324 $ 224 $ 683 $ 690 $ 190 $ 290 $ 190 $ 693 $ 701 $ 201 $ 301 $ 201
3 years $1,010 $ 991 $ 691 $ 691 $ 691 $ 911 $ 888 $ 588 $ 588 $ 588 $ 943 $ 921 $ 621 $ 621 $ 621
5 years $1,327 $1,385 $1,185 $1,185 $1,185 $1,156 $1,211 $1,011 $1,011 $1,011 $1,212 $1,268 $1,068 $1,068 $1,068
10 years* $2,221 $2,355 $2,355 $2,544 $2,544 $1,860 $1,995 $1,995 $2,190 $2,190 $1,978 $2,113 $2,113 $2,306 $2,306

<CAPTION>
- ------------------------------------------------------------------------------------------
BALANCED FUND VALUE FUND
- ------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
(1) (2) (1) (2) (1) (2) (1) (2)
- ------------------------------------------------------------------------------------------
1 year $ 700 $ 708 $ 208 $ 308 $ 208 $ 696 $ 704 $ 204 $ 304 $ 204
3 years $ 963 $ 943 $ 643 $ 643 $ 643 $ 952 $ 930 $ 630 $ 630 $ 630
5 years $1,247 $1,303 $1,103 $1,103 $1,103 $1,227 $1,283 $1,083 $1,083 $1,083
10 years* $2,053 $2,187 $2,187 $2,379 $2,379 $2,010 $2,144 $2,144 $2,338 $2,338
- ------------------------------------------------------------------------------------------

(1) Assumes redemption at end of period
(2) Assumes no redemption at end of period
* Class B shares automatically convert to Class A shares after 8 years; therefore, Class B
amounts are calculated using Class A expenses in years 9 and 10.
</TABLE>
<PAGE>

MORE ABOUT RISK
The Funds have principal investment strategies that come with inherent risks.
The following is a list of risks to which each Fund may be subject by investing
in various types of securities or engaging in various practices.

MARKET RISK (All Funds) The risk that the market value of a security may move up
and down, sometimes rapidly and unpredictably based upon change in a company's
financial condition as well as overall market and economic conditions.

RISK OF SMALL CAPITALIZATION COMPANIES (Capital Growth Fund) These companies
carry special risks, including narrower markets, limited financial and
management resources, less liquidity and greater volatility than large company
stocks.

MANAGEMENT RISK (All Funds) The risk that a strategy used by a Fund's portfolio
management may fail to produce the intended result.

CREDIT RISK (All Funds) The risk that the issuer of a security, or the
counterparty to a contract, will default or otherwise become unable to honor a
financial obligation.

CURRENCY RISK (All Funds except Capital Growth Fund) The risk that fluctuations
in the exchange rates between the U.S. dollar and foreign currencies may
negatively affect an investment.

RISKS OF OPTIONS, FUTURES AND SWAP CONTRACTS (All Funds) These transactions are
subject to changes in the underlying security on which such transactions are
based. It is important to note that even a small investment in these types of
derivative securities can have a significant impact on a Fund's exposure to
stock market values, interest rates or the currency exchange rate. These types
of transactions will be used primarily for hedging purposes.

LEVERAGE RISK (All Funds) The risk associated with securities or practices (e.g.
borrowing) that multiply small index or market movements into large changes in
value. When a derivative security (a security whose value is based on another
security or index) is used as a hedge against an offsetting position that a Fund
also holds, any loss generated by the derivative security should be
substantially offset by gains on the hedged instrument, and vice versa. To the
extent that a derivative security is not used as a hedge, a Fund is directly
exposed to the risks of that derivative security and any loss generated by the
derivative security will not be offset by a gain.

INTEREST RATE RISK (All Funds) The risk of market losses attributable to changes
in interest rates. In general, the prices of fixed-income securities rise when
interest rates fall, and fall when interest rates rise.

INFORMATION RISK (All Funds) The risk that key information about a security is
inaccurate or unavailable.

OPPORTUNITY RISK (All Funds) The risk of missing out on an investment
opportunity because the assets necessary to take advantage of it are tied up in
less profitable investments.

CORRELATION RISK (All Funds) The risk that changes in the value of a hedging
instrument will not match those of the asset being hedged.

EXTENSION RISK (Balanced Fund) The risk that an unexpected rise in interest
rates will extend the life of a mortgage- or asset-backed security beyond the
expected prepayment time, typically reducing the security's value.

VALUATION RISK (All Funds) The risk that a Fund has valued certain securities at
a higher price than it can sell them for.

PREPAYMENT RISK (Balanced Fund) The risk that unanticipated prepayments may
occur, reducing the value of mortgage- or asset-backed securities, or real
estate investment trusts.

POLITICAL RISK (All Funds) The risk of losses directly attributable to
government or political actions.

YEAR 2000 PROBLEM (All Funds) Many computer systems today cannot distinguish
between the year 1900 and the year 2000. Nvest Funds does not currently
anticipate that computer problems related to the year 2000 will have a material
effect on any Fund. However, there can be no assurances in this area, including
the possibility that year 2000 computer problems could negatively affect
communication systems, investment markets including investments by a Fund or the
economy in general.

EURO CONVERSION (All Funds except Capital Growth Fund) Many European countries
have adopted a single European currency, the "euro." The consequences of this
conversion for foreign exchange rates, interest rates and the value of European
securities are unclear presently. Such consequences may decrease the value
and/or increase the volatility of securities held by a Fund.
<PAGE>

Management Team [graphic omitted]
---------------
MEET THE FUNDS' INVESTMENT ADVISERS
AND SUBADVISERS

The Nvest Funds family includes 25 mutual funds with a total of over $8 billion
in assets under management as of December 31, 1999. Nvest Funds are distributed
through Nvest Funds Distributor, L.P. (the "Distributor"). This Prospectus
covers Nvest Stock Funds (the "Funds" or each a "Fund"), which along with the
other Nvest Stock Funds, Nvest Bond Funds, Nvest Star Funds, Kobrick Funds and
Nvest State Tax-Free Funds, constitute the "Nvest Funds." Nvest Cash Management
Trust Money Market Series and Nvest Tax Exempt Money Market Trust constitute the
"Money Market Funds."

NVEST FUNDS MANAGEMENT, L.P.
NVEST MANGEMENT, located at 399 Boylston Street, Boston, Massachusetts 02116,
serves as the adviser to each Fund except Growth Fund (for which CGM serves as
adviser). Nvest Mangement is a subsidiary of Nvest Companies, L.P. ("Nvest
Companies"), which is part of an affiliated group including Nvest, L.P., a
publicly-traded company listed on the New York Stock Exchange. Nvest Companies'
14 principal subsidiary or affiliated asset management firms, collectively, had
more than $127 billion in assets under management as of September 30, 1999.
Nvest Mangement oversees, evaluates and monitors the subadvisory services
provided to each Fund except Growth Fund. It also provides general business
management and administration to the Funds. Nvest Mangement does not determine
what investments will be purchased by the Funds. The subadvisers listed below
and CGM make the investment decisions for their respective Funds.

The combined advisory and subadvisory fees paid by the Funds (except Growth
Fund) in 1998 as a percentage of each Fund's average daily net assets were 0.75%
for Capital Growth Fund, 0.68% for Growth and Income Fund, 0.73% for Balanced
Fund and 0.72% for Value Fund.

SUBADVISERS
LOOMIS SAYLES, located at One Financial Center, Boston, Massachusetts 02111,
serves as subadviser to Value and Balanced Funds. Loomis Sayles is a subsidiary
of Nvest Companies. Founded in 1926, Loomis Sayles is one of America's oldest
and largest investment advisory firms with over $71 billion in assets under
management. Loomis Sayles is well known for its professional research staff,
which is one of the largest in the industry.

WESTPEAK, located at 1011 Walnut Street, Boulder, Colorado 80302, serves as
subadviser to Growth and Income Fund and Capital Growth Fund. Westpeak is a
subsidiary of Nvest Companies. Founded in 1991, Westpeak manages over $6 billion
in assets for mutual funds and other institutional clients, including accounts
of New England Financial.

CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP (ADVISER)
CGM, located at One International Place, Boston, Massachusetts 02110, has served
as adviser to Growth Fund since CGM's inception in 1989. It also serves as
investment adviser to six additional mutual funds and various institutional
investors. CGM is an affiliate of Nvest Companies and has grown to manage over
$8 billion in assets. In 1998, Growth Fund paid 0.67% of its average daily net
assets to CGM in advisory fees.

SUBADVISORY AGREEMENTS
Each Fund has received an exemptive order from the Securities and Exchange
Commission (the "SEC") which permits Nvest Mangement to amend or continue
existing subadvisory agreements when approved by the Fund's Board of Trustees,
without shareholder approval. The exemption also permits Nvest Mangement to
enter into new subadvisory agreements with subadvisers that are not affiliated
with Nvest Mangement, if approved by the Fund's Board of Trustees. Shareholders
will be notified of any subadviser changes.

PORTFOLIO TRADES
In placing portfolio trades, each Fund's adviser or subadviser may use brokerage
firms that market the Fund's shares or are affiliated with Nvest Companies,
Nvest Mangement, CGM, Loomis Sayles or Westpeak. In placing trades, CGM , Loomis
Sayles or Westpeak will seek to obtain the best combination of price and
execution, which involves a number of judgmental factors. Such portfolio trades
are subject to applicable regulatory restrictions and related procedures adopted
by the Fund's Board of Trustees.
<PAGE>

[graphic omitted] Management Team
---------------
MEET THE FUNDS' PORTFOLIO MANAGERS

G. KENNETH HEEBNER
G. Kenneth Heebner has managed Growth Fund since 1976. In 1989, Mr. Heebner
co-founded and is currently senior portfolio manager of CGM. He is also a
Chartered Financial Analyst. Mr. Heebner received a B.S. from Amherst College
and an M.B.A. from Harvard Business School, and is a highly regarded 34 year
veteran of the investment industry.

GERALD H. SCRIVER
Gerald Scriver has managed Growth and Income Fund since May 1995 and Capital
Growth Fund since February 1998. Mr. Scriver is the founder, President and Chief
Executive Officer of Westpeak Investment Advisors. Mr Scriver is a graduate of
the State University of N.Y. at Buffalo and has over 33 years of investment
experience.

JOHN HYLL
John Hyll has served the fixed-income portion of Balanced Fund as co-manager
from 1994 until August 1999 and as manager thereafter. Mr. Hyll, Vice President
of Loomis Sayles, joined the company in 1989. He received his B.A. and his
M.B.A. from Baldwin-Wallace College and has over 15 years of investment
experience.

LAURIANN KLOPPENBURG
Lauriann Kloppenburg has co-managed Value Fund since August 1998. Ms.
Kloppenburg is Vice President and Director of Equity Research at Loomis Sayles.
She is also a Chartered Financial Analyst. Ms. Kloppenburg received her B.A.from
Wellesley College and has over 16 years of investment experience.

JEFFREY W. WARDLOW
Jeffrey Wardlow has co-managed Value Fund since August 1998 and the equity
portion of Balanced Fund since August 1998. Mr. Wardlow, Vice President of
Loomis Sayles, joined the company over 10 years ago. Mr. Wardlow received both
his B.B.A. and his M.B.A. from Michigan State University and has over 16 years
of investment experience.

GREGG WATKINS
Gregg Watkins has co-managed the equity portion of Balanced Fund since August
1998. Mr. Watkins, Vice President of Loomis Sayles, joined the company in 1991.
He is also a Chartered Financial Analyst. Mr. Watkins received his B.A. from
Yale University and his M.B.A. from Wayne State University and has over 14 years
of investment experience.
<PAGE>

Fund Services [graphic omitted]
-------------
INVESTING IN THE FUNDS

CHOOSING A SHARE CLASS
Each Fund offers Class A, Class B and Class C shares to the public. Each class
has different costs associated with buying, selling and holding Fund shares,
which allow you to choose the class that best meets your needs. Which class you
choose will depend upon the size of your investment and how long you intend to
hold your shares. Class B shares, Class C shares and certain shareholder
features may not be available to you if you hold your shares in a street name
account. Your financial representative can help you decide which class of shares
is most appropriate for you.

CLASS A SHARES
o You pay a sales charge when you buy Fund shares. There are several ways to
reduce this charge. See the section entitled "Ways to Reduce or Eliminate
Sales Charges."

o You pay lower annual expenses than Class B and Class C shares, giving you the
potential for higher returns per share.

o You do not pay a sales charge on orders of $1 million or more, but you may pay
a charge on redemption if you redeem these shares within 1 year of purchase.

CLASS B SHARES
o You do not pay a sales charge when you buy Fund shares. All of your money goes
to work for you right away.

o You pay higher annual expenses than Class A shares.

o You will pay a charge on redemptions if you sell your shares within 6 years of
purchase, as described in the section "How Sales Charges are Calculated."

o Your Class B shares will automatically convert into Class A shares after 8
years, which reduces your annual expenses.

o We will not accept an order for $1 million or more of Class B shares. You may,
however, purchase $1 million or more of Class A shares, which will have no
sales charge as well as lower annual expenses. You may pay a charge on
redemption if you redeem these shares within 1 year of purchase.

CLASS C SHARES
o You do not pay a sales charge when you buy Fund shares. All of your money goes
to work for you right away.

o You pay higher annual expenses than Class A shares.

o You will pay a charge on redemptions if you sell your shares within 1 year of
purchase.

o Your Class C shares will not automatically convert into Class A shares. If you
hold your shares for longer than 8 years, you'll pay higher expenses than
other classes.

o We will not accept an order for $1 million or more of Class C shares. You may,
however, purchase $1 million or more of Class A shares, which will have no
sales charge as well as lower annual expenses. You may pay a charge on
redemption if you redeem these shares within 1 year of purchase.

For actual past expenses of Class A, B and C shares, see the section entitled
"Fund Fees and Expenses" in this Prospectus.

CERTIFICATES
Certificates will not be automatically issued for any class of shares. Upon
written request, you may receive certificates for Class A shares only.
<PAGE>

[graphic omitted] FUND SERVICES
-------------
HOW SALES CHARGES ARE CALCULATED

CLASS A SHARES
The price that you pay when you buy Class A shares ("offering price") is their
net asset value plus a sales charge (sometimes called a "front-end sales
charge") which varies depending upon the size of your purchase.

- --------------------------------------------------------------------------------
CLASS A SALES CHARGES
YOUR INVESTMENT AS A % OF OFFERING PRICE AS A % OF YOUR INVESTMENT
Less than $ 50,000 5.75% 6.10%
$ 50,000 - $ 99,999 4.50% 4.71%
$100,000 - $249,999 3.50% 3.63%
$250,000 - $499,999 2.50% 2.56%
$500,000 - $999,999 2.00% 2.04%
$1,000,000 or more* 0.00% 0.00%
- --------------------------------------------------------------------------------

*For purchases of Class A shares of the Funds of $1 million or more or purchases
by Retirement Plans (Plans under Sections 401(a) or 401(k) of the Internal
Revenue Code with investments of $1 million or more or that have 100 or more
eligible employees), there is no front-end sales charge, but a contingent
deferred sales charge of 1.00% may apply to redemptions of your shares within
one year of the date of purchase. See the section entitled "Ways to Reduce or
Eliminate Sales Charges."

CLASS B SHARES
The offering price of Class B shares is their net asset value, without a
front-end sales charge. However, there is a contingent deferred sales charge
("CDSC") on shares that you sell within 6 years of buying them. The amount of
the CDSC, if any, declines each year that you own your shares. The holding
period for purposes of timing the conversion to Class A shares and determining
the CDSC will continue to run after an exchange to Class B shares of another
Nvest Fund. The CDSC equals the following percentages of the dollar amounts
subject to the charge:

- --------------------------------------------------------------------------------
CLASS B CONTINGENT DEFERRED SALES CHARGES
YEAR SINCE PURCHASE CDSC ON SHARES BEING SOLD
1st 5.00%
2nd 4.00%
3rd 3.00%
4th 3.00%
5th 2.00%
6th 1.00%
thereafter 0.00%
- --------------------------------------------------------------------------------

CLASS C SHARES
The offering price of Class C shares is their net asset value, without a
front-end sales charge. However, Class C shares are subject to a CDSC of 1.00%
on redemptions made within one year of the date of purchase. The holding period
for determining the CDSC will continue to run after an exchange to Class C
shares of another Nvest Fund.

- --------------------------------------------------------------------------------
CLASS C CONTINGENT DEFERRED SALES CHARGES
YEAR SINCE PURCHASE CDSC ON SHARES BEING SOLD
1st 1.00%
thereafter 0.00%
- --------------------------------------------------------------------------------

HOW THE CDSC IS APPLIED TO YOUR SHARES
The CDSC is a sales charge you pay when you redeem certain Fund shares. The
CDSC:

o is calculated based on the number of shares you are selling;

o is based on either your original purchase price or the current net asset value
of the shares being sold, whichever is lower;

o is deducted from the proceeds of the redemption, not from the amount remaining
in your account; and

o for year one applies to redemptions through the day one year after the date on
which your purchase was accepted, and so on for subsequent years.

A CDSC WILL NOT BE CHARGED ON:

o increases in net asset value above the purchase price; or

o shares you acquired by reinvesting your dividends or capital gains
distributions.

To keep your CDSC as low as possible, each time that you place a request to sell
shares we will first sell any shares in your account that carry no CDSC. If
there are not enough of these shares available to meet your request, we will
sell the shares with the lowest CDSC.

EXCHANGES INTO SHARES OF A MONEY MARKET FUND
If you exchange shares of a Fund into shares of the Money Market Funds, the
holding period for purposes of determining the CDSC and conversion to Class A
shares stops until you exchange back into shares of another Nvest Fund. If you
choose to redeem those Money Market Fund shares, a CDSC may apply.
<PAGE>

Fund Services [graphic omitted]
-------------
WAYS TO REDUCE OR ELIMINATE SALES CHARGES

CLASS A SHARES
REDUCING SALES CHARGES

There are several ways you can lower your sales charge, including:

o LETTER OF INTENT -- allows you to purchase Class A shares of any Nvest Fund
over a 13-month period but pay sales charges as if you had purchased all
shares at once. This program can save you money if you plan to invest $50,000
or more over 13 months. Purchases in Class B and Class C shares may be used
toward meeting the letter of intent.

o COMBINING ACCOUNTS -- allows you to combine shares of multiple Nvest Funds and
classes for purposes of calculating your sales charge. You may combine your
purchases with those of qualified accounts of a spouse, parents, children,
siblings, grandparents, grandchildren, in-laws, individual fiduciary accounts,
sole proprietorships, single trust estates and any other group of individuals
acceptable to the Distributor.

These privileges do not apply to the Money Market Funds unless shares are
purchased through an exchange from another Nvest Fund.

ELIMINATING SALES CHARGES AND CDSC
Class A shares may be offered without front-end sales charges or a CDSC to the
following individuals and institutions:

o Any government entity that is prohibited from paying a sales charge or
commission to purchase mutual fund shares;

o Selling brokers, sales representatives or other intermediaries;

o Fund trustees and other individuals who are affiliated with any Nvest Fund or
Money Market Fund (this also applies to any spouse, parents, children,
siblings, grandparents, grandchildren and in-laws of those mentioned);

o Participants in certain Retirement Plans with at least 100 members (one-year
CDSC may apply);

o Non-discretionary and non-retirement accounts of bank trust departments or
trust companies only if they principally engage in banking or trust
activities; and

o Investments of $25,000 or more in the Nvest Funds or Money Market Funds by
clients of an adviser or subadviser to any Nvest Fund or Money Market Fund.

REPURCHASING FUND SHARES

You may apply proceeds from redeeming Class A shares of the Funds WITHOUT PAYING
A SALES CHARGE to repurchase Class A shares of any Nvest Fund. To qualify, you
must reinvest some or all of the proceeds within 120 days after your redemption
and notify Nvest Funds or your financial representative at the time of
reinvestment that you are taking advantage of this privilege. You may reinvest
your proceeds either by returning the redemption check or by sending a new check
for some or all of the redemption amount. Please note: For federal income tax
purposes, A REDEMPTION IS A SALE THAT INVOLVES TAX CONSEQUENCES, EVEN IF THE
PROCEEDS ARE LATER REINVESTED. Please consult your tax adviser for how a
redemption would affect you.

If you repurchase Class A shares of $1 million or more within 30 days after you
redeem such shares, the Distributor will rebate the amount of the CDSC charged
on the redemption.

CLASS A, B OR C SHARES

ELIMINATING THE CDSC
As long as we are notified at the time you sell, the CDSC for any share class
will generally be eliminated in the following cases:

o to make distributions from a retirement plan (a plan termination or total plan
redemption may incur a CDSC);

o to make payments through a systematic withdrawal plan; or

o due to shareholder death or disability.

If you think you may be eligible for a sales charge elimination or reduction,
contact your financial representative or Nvest Funds.
<PAGE>

[graphic omitted] Fund Services
-------------
IT'S EASY TO OPEN AN ACCOUNT

TO OPEN AN ACCOUNT WITH NVEST FUNDS:

1. Read this Prospectus carefully.

2. Determine how much you wish to invest. The following chart shows the
investment minimums for various types of accounts:

- --------------------------------------------------------------------------------
MINIMUM TO OPEN AN
MINIMUM TO ACCOUNT USING MINIMUM FOR
TYPE OF ACCOUNT OPEN AN ACCOUNT INVESTMENT BUILDER EXISTING ACCOUNTS
Any account other than
those listed below $2,500 $100 $100

Accounts registered under
the Uniform Gifts to
Minors Act or the Uniform
Transfers to Minors Act $2,000 $100 $100

Individual Retirement
Accounts (IRAs) $ 500 $100 $100

Retirement plans with tax
benefits such as corporate
pension, profit sharing
and Keogh plans $ 250 $100 $100

Payroll Deduction Investment
Programs for 401(k), SARSEP,
SEP, SIMPLE, 403(b)(7) and
certain other retirement
plans $ 25 N/A $ 25
- --------------------------------------------------------------------------------

3. Complete the appropriate parts of the account application, carefully
following the instructions. If you have any questions, please call your
financial representative or Nvest Funds at 800-225-5478. For more information
on Nvest Funds' investment programs, refer to the section entitled
"Additional Investor Services" in this Prospectus.

4. Use the following sections as your guide for purchasing shares.

SELF-SERVICING YOUR ACCOUNT
Buying or selling shares is easy with the services described below:

NVEST FUNDS PERSONAL ACCESS LINE(R) NVEST FUNDS WEB SITE

800-225-5478, press 1 www.nvestfunds.com

You have access to your account 24 hours a day by calling Personal Access
Line(R) from a touch-tone telephone or by visiting us online.

By using these customer service options, you may:

o purchase, exchange or redeem shares in your existing accounts (certain
restrictions may apply);

o review your account balance, recent transactions, Fund prices and recent
performance;

o order duplicate account statements; and

o obtain tax information.

Please see the following pages for other ways to buy, exchange or sell your
shares.
<PAGE>

Fund Services [graphic omitted]
-------------
BUYING SHARES

OPENING AN ACCOUNT ADDING TO AN ACCOUNT

THROUGH YOUR INVESTMENT DEALER
o Call your investment dealer for o Call your investment dealer for
information. information.

BY MAIL
[graphic omitted]
o Make out a check in U.S. dollars for o Make out a check in U.S. dollars for
the investment amount, payable to the investment amount, payable to
"Nvest Funds." Third party checks "Nvest Funds." Third party checks
will generally not be accepted. will generally not be accepted.

o Mail the check with your completed o Fill out the detachable investment
application to Nvest Funds, P.O. Box slip from an account statement. If
8551, Boston, MA 02266-8551. no slip is available, include with
the check a letter specifying the
Fund name, your class of shares,
your account number and the
registered account name(s). To make
investing even easier, you can order
more investment slips by calling
800-225-5478.

BY EXCHANGE
[graphic omitted]
o The exchange must be for a minimum o The exchange must be for a minimum
of $1,000 or for all of your shares. of $1,000 or for all of your shares.

o Obtain a current prospectus for the o Call your investment dealer or Nvest
Fund into which you are exchanging Funds at 800-225-5478 to request an
by calling your investment dealer or exchange.
Nvest Funds at 800-225-5478.
o See the section entitled "Exchanging
o Call your investment dealer or Nvest Shares."
Funds to request an exchange.

o See the section entitled "Exchanging
Shares."

BY WIRE
[graphic omitted]
o Call Nvest Funds at 800-225-5478 to o Instruct your bank to transfer funds
obtain an account number and wire to State Street Bank & Trust
transfer instructions. Your bank may Company, ABA# 011000028, DDA#
charge you for such a transfer. 99011538.

o Specify the Fund name, your class of
shares, your account number and the
registered account name(s). Your
bank may charge you for such a
transfer.

AUTOMATIC INVESTING THROUGH INVESTMENT BUILDER
[graphic omitted]
o Indicate on your application that o Please call Nvest Funds at
you would like to begin an automatic 800-225-5478 for a Service Options
investment plan through Investment Form. A signature guarantee may be
Builder and the amount of the required to add this privilege.
monthly investment ($100 minimum).
o See the section entitled "Additional
o Send a check marked "Void" or a Investor Services."
deposit slip from your bank account
along with your application.

THROUGH AUTOMATED CLEARING HOUSE (ACH)
[graphic omitted]
o Ask your bank or credit union o Call Nvest Funds at 800-225-5478 to
whether it is a member of the ACH add shares to your account through
system. ACH.

o Complete the "Telephone Withdrawal o If you have not signed up for the
and Exchange" and "Bank Information" ACH system, please call Nvest Funds
sections on your account for a Service Options Form. A
application. signature guarantee may be required
to add this privilege.
o Mail your completed application to
Nvest Funds, P.O. Box 8551, Boston,
MA 02266-8551.
<PAGE>

[graphic omitted] Fund Services
-------------
SELLING SHARES
TO SELL SOME OR ALL OF YOUR SHARES

Certain restrictions may apply. See section entitled "Restrictions on Buying,
Selling and Exchanging Shares."

THROUGH YOUR INVESTMENT DEALER
o Call your investment dealer for information.

BY MAIL
[graphic omitted]
o Write a letter to request a redemption specifying the name of the Fund, the
class of shares, your account number, the exact registered account name(s),
the number of shares or the dollar amount to be redeemed and the method by
which you wish to receive your proceeds. Additional materials may be required.
See the section entitled "Selling Shares in Writing."

o The request must be signed by all of the owners of the shares including the
capacity in which they are signing, if appropriate.

o Mail your request to Nvest Funds, P.O. Box 8551, Boston, MA 02266-8551.

o Your proceeds (less any applicable CDSC) will be delivered by the method
chosen in your letter. If you choose to have your proceeds delivered by mail,
they will generally be mailed to you on the business day after the request is
received. You may also choose to redeem by wire or through ACH (see below).

BY EXCHANGE
[graphic omitted]
o Obtain a current prospectus for the Fund into which you are exchanging by
calling your investment dealer or Nvest Funds at 800-225-5478.

o Call Nvest Funds to request an exchange.

o See the section entitled "Exchanging Shares" for more details.

BY WIRE
[graphic omitted]
o Fill out the "Telephone Withdrawal and Exchange" and "Bank Information"
sections on your account application.

o Call Nvest Funds at 800-225-5478 or indicate in your redemption request letter
(see above) that you wish to have your proceeds wired to your bank.

o Proceeds (less any applicable CDSC) will generally be wired on the next
business day. A wire fee (currently $5.00) will be deducted from the proceeds.

THROUGH AUTOMATED CLEARING HOUSE (ACH)
[graphic omitted]
o Ask your bank or credit union whether it is a member of the ACH system.

o Complete the "Telephone Withdrawal and Exchange" and "Bank Information"
sections on your account application.

o If you have not signed up for the ACH system on your application, please call
Nvest Funds at 800-225-5478 for a Service Options Form.

o Call Nvest Funds to request a redemption through this system.

o Proceeds (less any applicable CDSC) will generally arrive at your bank within
three business days.

BY SYSTEMATIC WITHDRAWAL PLAN
[graphic omitted]
o Please refer to the section entitled "Additional Investor Services" or call
Nvest Funds at 800-225-5478 or your financial representative for information.

o Because withdrawal payments may have tax consequences, you should consult your
tax adviser before establishing such a plan.

By Telephone
[graphic omitted]
o You may receive your proceeds by mail, by wire or through ACH (see above).

o Call Nvest Funds at 800-225-5478 to choose the method you wish to use to
redeem your shares.
<PAGE>

Fund Services [graphic omitted]
-------------
SELLING SHARES IN WRITING

If you wish to redeem your shares in writing, all owners of the shares must sign
the redemption request in the exact names in which the shares are registered and
indicate any special capacity in which they are signing. In certain situations,
you will be required to make your request to sell shares in writing. In these
instances, a letter of instruction signed by the authorized owner is necessary.
In certain situations we also may require a signature guarantee or additional
documentation.

A signature guarantee protects you against fraudulent orders and is necessary
if:

o your address of record has been changed within the past 30 days;

o you are selling more than $100,000 worth of shares and you are requesting the
proceeds by check; or

o a proceeds check for any amount is mailed to an address other than the address
of record or not payable to the registered owner(s).

A notary public cannot provide a signature guarantee. A signature guarantee can
be obtained from one of the following sources:

o a financial representative or securities dealer;

o a federal savings bank, cooperative or other type of bank;

o a savings and loan or other thrift institution;

o a credit union; or

o a securities exchange or clearing agency.

The table shows situations in which
additional documentation may be necessary. Please call your financial
representative or Nvest Funds regarding requirements for other account types.

SELLER (ACCOUNT TYPE) REQUIREMENTS FOR WRITTEN REQUESTS

INDIVIDUAL, JOINT, SOLE o The signatures on the letter must include all
PROPRIETORSHIP, UGMA/UTMA persons authorized to sign, including title, if
(MINOR ACCOUNTS) applicable.

o Signature guarantee, if applicable (see above).

CORPORATE OR ASSOCIATION o The signatures on the letter must include all
ACCOUNTS persons authorized to sign, including title.

OWNERS OR TRUSTEES OF TRUST o The signature on the letter must include all
ACCOUNTS trustees authorized to sign, including title.
o If the names of the trustees are not
registered on the account, please provide a
copy of the trust document certified within
the past 60 days.

o Signature guarantee, if applicable (see above).

JOINT TENANCY WHOSE o The signatures on the letter must include all
CO-TENANTS ARE DECEASED surviving tenants of the account.

o Copy of the death certificate.

o Signature guarantee if proceeds check is
issued to other than the surviving tenants.

POWER OF ATTORNEY (POA) o The signatures on the letter must include the
attorney-in-fact, indicating such title.

o A signature guarantee.

o Certified copy of the POA document stating it
is still in full force and effect, specifying
the exact Fund and account number, and
certified within 30 days of receipt of
instructions.*

QUALIFIED RETIREMENT BENEFIT o The signature on the letter must include all
PLANS (EXCEPT NVEST FUNDS signatures of those authorized to sign,
PROTOTYPE DOCUMENTS) including title.

o Signature guarantee, if applicable (see
above).

EXECUTORS OF ESTATES, o The signature on the letter must include those
ADMINISTRATORS, GUARDIANS, authorized to sign, including capacity.
CONSERVATORS
o A signature guarantee.

o Certified copy of court document where signer
derives authority, e.g.: Letters of
Administration, Conservatorship, Letters
Testamentary.*

INDIVIDUAL RETIREMENT o Additional documentation and distribution
ACCOUNTS (IRAS) forms are required.

*Certification may be made on court documents by the court, usually certified by
the clerk of the court. POA certification may be made by a commercial bank,
broker/member of a domestic stock exchange or a practicing attorney.
<PAGE>

[graphic omitted] Fund Services
-------------
EXCHANGING SHARES

In general, you may exchange shares of your Fund for shares of the same class of
another Nvest Fund without paying a sales charge or a CDSC (see the sections
entitled "Buying Shares" and "Selling Shares"). The exchange must be for a
minimum of $1,000 (or the total net asset value of your account, whichever is
less), or $100 if made under the Automatic Exchange Plan (see the section
entitled "Additional Investor Services"). All exchanges are subject to the
eligibility requirements of the Nvest Fund or Money Market Fund into which you
are exchanging. The exchange privilege may be exercised only in those states
where shares of the Funds may be legally sold. For federal income tax purposes,
an exchange of Fund shares for shares of another Nvest Fund or Money Market Fund
is treated as a sale on which gain or loss may be recognized. Please refer to
the Statement of Additional Information (the "SAI") for more detailed
information on exchanging Fund shares.

RESTRICTIONS ON BUYING, SELLING AND EXCHANGING SHARES

PURCHASE AND EXCHANGE RESTRICTIONS
Although the Funds do not anticipate doing so, they reserve the right to suspend
or change the terms of purchasing or exchanging shares. The Funds and the
Distributor reserve the right to refuse or limit any purchase or exchange order
by a particular purchaser (or group of related purchasers) if the transaction is
deemed harmful to the best interest of the Fund's other shareholders or would
disrupt the management of the Fund. The Funds and the Distributor reserve the
right to restrict purchases and exchanges for the accounts of "market timers" by
limiting the transaction to a maximum dollar amount. An account will be deemed
to be one of a market timer if: (i) more than two exchange purchases of a given
Fund are made for the account in a calendar quarter or (ii) the account makes
one or more exchange purchases of a given Fund in a calendar quarter in an
aggregate amount in excess of 1% of the Fund's total net assets.

SELLING RESTRICTIONS
The table below describes restrictions placed on selling shares of any Fund
described in this Prospectus:

RESTRICTION SITUATION

The Fund may suspend the right of redemption or o When the New York Stock
postpone payment for more than 7 days: Exchange is closed (other
than a weekend/holiday)

o During an emergency

o Any other period permitted
by the SEC

The Fund reserves the right to suspend account o With a notice of a dispute
services or refuse transaction requests: between registered owners

o With suspicion/evidence of
a fraudulent act

The Fund may pay the redemption price in whole o When it is detrimental for
or part by a distribution in kind of readily a Fund to make cash
marketable securities in lieu of cash or may payments as determined in
take up to 7 days to pay a redemption request in the sole discretion of the
order to raise capital: adviser or subadviser

The Fund may close your account and send you the o When the Fund account
proceeds. You will have 60 days after being falls below a set minimum
notified of the Fund's intention to close your (currently $1,000 as set
account to increase the account to the set by the Fund's Board of
minimum. This does not apply to certain Trustees)
qualified retirement plans, automatic investment
plans or accounts that have fallen below the
minimum solely because of fluctuations in a
Fund's net asset value per share:

The Fund may withhold redemption proceeds until o When redemptions are made
the check or funds have cleared: within 10 calendar days of
purchase by check or ACH
of the shares being
redeemed

Telephone redemptions are not accepted for tax-qualified retirement accounts.

If you hold certificates representing your shares, they must be sent with your
request for it to be honored.

The Funds recommend that certificates be sent by registered mail.
<PAGE>

Fund Services [graphic omitted]
-------------
HOW FUND SHARES ARE PRICED

"Net asset value" is the price of one share of a Fund without a sales charge,
and is calculated each business day using this formula:

TOTAL VALUE OF SECURITIES + CASH AND
NET ASSET VALUE = OTHER ASSETS - LIABILITES
-------------------------------------------
NUMBER OF OUTSTANDING SHARES

The net asset value of Fund shares is determined according to this schedule:

o A share's net asset value is determined at the close of regular trading on the
New York Stock Exchange (the "Exchange") on the days the Exchange is open for
trading. This is normally 4:00 p.m. Eastern time.

o The price you pay for purchasing, redeeming or exchanging a share will be
based upon the net asset value next calculated after your order is received
"in good order" by State Street Bank and Trust Company, the Fund's custodian
(plus or minus applicable sales charges as described earlier in this
Prospectus).

o Requests received by the Distributor after the Exchange closes will be
processed based upon the net asset value determined at the close of regular
trading on the next day that the Exchange is open, with the exception that
those orders received by your investment dealer before the close of the
Exchange and received by the Distributor before 5:00 p.m. Eastern time* on the
same day will be based on the net asset value determined on that day.

o A Fund heavily invested in foreign securities may have net asset value changes
on days when you cannot buy or sell its shares.

*Under limited circumstances, the Distributor may enter into
a contractual agreement where it may accept orders after 5:00 pm, but not later
than 8:00 pm

Generally, during times of substantial economic or market change,
it may be difficult to place your order by phone. During these times, you may
deliver your order in person to the Distributor or send your order by mail as
described in "Buying Shares" and "Selling Shares."

Generally, Fund securities are valued as follows:

o EQUITY SECURITIES -- most recent sales or quoted bid price as provided by a
pricing service.

o DEBT SECURITIES (OTHER THAN SHORT-TERM OBLIGATIONS) -- based upon pricing
service valuations.

o SHORT-TERM OBLIGATIONS (REMAINING MATURITY OF LESS THAN 60 DAYS) -- amortized
cost (which approximates market value).

o SECURITIES TRADED ON FOREIGN EXCHANGES -- most recent sale/bid price on the
non-U.S. exchange, unless an occurrence after the close of the exchange will
materially affect its value. In that case, it is given fair value as
determined by or under the direction of the Fund's Board of Trustees at the
close of regular trading on the Exchange.

o OPTIONS -- last sale price, or if not available, last offering price.

o FUTURES -- unrealized gain or loss on the contract using current settlement
price. When a settlement price is not used, futures contracts will be valued
at their fair value as determined by or under the direction of the Fund's
Board of Trustees.

o ALL OTHER SECURITIES -- fair market value as determined by the adviser or
subadviser of the Fund under the direction of the Fund's Board of Trustees.

The effect of fair value pricing as described above under "Securities traded on
foreign exchanges" and "All other securities" is that securities may not be
priced on the basis of quotations from the primary market in which they are
traded but rather, may priced by another method that the Fund's Board of
Trustees believes actually reflects fair value.
<PAGE>
[graphic omitted] Fund Services
-------------
DIVIDENDS AND DISTRIBUTIONS

The Funds generally distribute most or all of their net investment income (other
than capital gains) in the form of dividends. The following table shows when
each Fund expects to distribute dividends. Each Fund distributes all net
realized long- and short-term capital gains annually, after applying any
available capital loss carryovers. Each Fund's Board of Trustees may adopt a
different schedule as long as payments are made at least annually.
- --------------------------------------------------------------------------------
DIVIDEND PAYMENT SCHEDULE
ANNUALLY SEMI-ANNUALLY QUARTERLY
- --------------------------------------------------------------------------------
Capital Growth Growth and Income Balanced
Growth
Value
- --------------------------------------------------------------------------------

Depending on your investment goals and priorities, you may choose to:

o participate in the Dividend Diversification Program, which allows you to have
all dividends and distributions automatically invested at net asset value in
shares of the same class of another Nvest Fund registered in your name.
Certain investment minimums and restrictions may apply. For more information
about this program, see the section entitled "Additional Investor Services."

o receive distributions from dividends and interest in cash while reinvesting
distributions from capital gains in additional shares of the same class of the
Fund or in the same class of another Nvest Fund.

o receive all distributions in cash.

Unless you select one of the above options, distributions will automatically be
reinvested in shares of the same class of the Fund at net asset value.

For more information or to change your distribution option, contact Nvest Funds
in writing or call 800-225-5478.

If you earn more than $10 annually in taxable income from a non-retirement plan
Fund, you will receive a Form 1099 to help you report the prior calendar year's
distributions on your federal income tax return. Be sure to keep the 1099 as a
permanent record. A fee may be charged for any duplicate information requested.

TAX CONSEQUENCES
Each Fund intends to meet all requirements of the Internal Revenue Code
necessary to qualify as a "regulated investment company" and thus does not
expect to pay any federal income tax on income and capital gains distributed to
shareholders.

Fund distributions paid to you either in cash or reinvested in additional shares
are generally taxable to you either as ordinary income or as capital gains.
Distributions derived from short-term capital gains or investment income are
generally taxable at ordinary income rates. If you are a corporation investing
in a Fund, a portion of these dividends may qualify for the dividends-received
deduction provided that you meet certain holding period requirements.
Distributions of gains from investments that a Fund owned for more than one year
that are designated by a Fund as capital gain dividends will generally be
taxable to a shareholder receiving such distributions as long-term capital gain,
regardless of how long the shareholder has held Fund shares.

An exchange of shares for shares of another Nvest Fund or Money Market Fund is
treated as a sale, and any resulting gain or loss may be subject to federal
income tax. If you purchase shares of a Fund shortly before it declares a
capital gain distribution or a dividend, a portion of the purchase price may be
returned to you as a taxable distribution.

You should consult your tax adviser about any federal, state and local taxes
that may apply to the distributions you receive.
<PAGE>

Fund Services [graphic omitted]
-------------
COMPENSATION TO SECURITIES DEALERS

As part of their business strategies, the Funds pay securities dealers that sell
their shares. This compensation originates from two sources: sales charges
(front-end or deferred) and 12b-1 fees (comprising the annual service and/or
distribution fees of a plan adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940). The sales charges are detailed in the section entitled
"How Sales Charges are Calculated." Each class of Fund shares pays an annual
service fee of 0.25% of its average daily net assets. In addition to this
service fee, Class B shares pay an annual distribution fee of 0.75% of their
average daily net assets for 8 years (at which time they automatically convert
into Class A shares). Class C shares are subject to a distribution fee of 0.75%
of their average daily net assets. Generally, the 12b-1 fees are paid to
securities dealers on a quarterly basis. The Distributor retains the first year
of such fees for Class C shares. Because these distribution fees are paid out of
the Fund's assets on an ongoing basis, over time these fees for Class B and
Class C shares will increase the cost of your investment and may cost you more
than paying the front-end sales charge on Class A shares.

The Distributor may, at its expense, pay concessions in addition to the payments
described above to dealers which satisfy certain criteria established from time
to time by the Distributor relating to increasing net sales of shares of the
Nvest Funds over prior periods, and certain other factors. See the SAI for more
details.
<PAGE>

[graphic omitted] Fund Services
-------------
ADDITIONAL INVESTOR SERVICES

RETIREMENT PLANS
Nvest Funds offers a range of retirement plans, including IRAs, SEPs, SARSEPs,
SIMPLEs, 401(k) plans, 403(b) plans and other pension and profit sharing plans.
Refer to the section entitled "It's Easy to Open an Account" for investment
minimums. For more information about our Retirement Plans, call us at
800-225-5478.

INVESTMENT BUILDER PROGRAM

This is Nvest Funds' automatic investment plan. You may authorize automatic
monthly transfers of $100 or more from your bank checking or savings account to
purchase shares of one or more Nvest Funds. To join the Investment Builder
Program, please refer to the section entitled "Buying Shares."

DIVIDEND DIVERSIFICATION PROGRAM
This program allows you to have all dividends and any other distributions
automatically invested in shares of the same class of another Nvest Fund or
Money Market Fund, subject to the eligibility requirements of that other Fund
and to state securities law requirements. Shares will be purchased at the
selected Fund's net asset value without a front-end sales charge or CDSC on the
dividend record date. Before establishing a Dividend Diversification Program
into any other Nvest Fund or Money Market Fund, please read its Prospectus
carefully.

AUTOMATIC EXCHANGE PLAN
Nvest Funds has an automatic exchange plan under which shares of a class of a
Fund are automatically exchanged each month for shares of the same class of
other Nvest Funds or Money Market Funds. There is no fee for exchanges made
under this plan, but there may be a sales charge in certain circumstances.
Please refer to the SAI for more information on the Automatic Exchange Plan.

SYSTEMATIC WITHDRAWAL PLAN
This plan allows you to redeem shares and receive payments from your Fund on a
regular schedule. Redemption of shares that are part of the Systematic
Withdrawal Plan are not subject to a CDSC. However, the amount or percentage
that you specify in the plan may not exceed, on an annualized basis, 10% of the
value of your Fund account based upon the value of your Fund account on the day
you establish your plan. To establish a Systematic Withdrawal Plan, please refer
to the section entitled "Selling Shares."

NVEST FUNDS PERSONAL ACCESS LINE(R)
This automated customer service system allows you to have access to your account
24 hours a day by calling 800-225-5478, press 1. With a touch-tone telephone,
you can obtain information about your current account balance, recent
transactions, Fund prices and recent performance. You may also use Personal
Access Line(R) to purchase, exchange or redeem shares in any of your existing
accounts. Certain restrictions may apply.

NVEST FUNDS WEB SITE
Visit us at www.nvestfunds.com to review your account balance and recent
transactions, to view daily prices and performance information or to order
duplicate account statements and tax information. You may also go online to
purchase, exchange or redeem shares in any of your existing accounts. Certain
restrictions may apply.
<PAGE>

[graphic omitted] Fund Performance
----------------

The financial highlights table is intended to help you understand each Fund's
financial performance for the past 5 years (or, if shorter, the period of the
Fund's operations). Certain information reflects financial results for a single
Fund share. The total returns in the table represent the return that an investor
would have earned (or lost) on an investment in the Fund (assuming reinvestment
of all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
each Fund's financial statements, are included in the Statement of Additional
Information, which is available upon request.

<TABLE>
<CAPTION>
NVEST CAPITAL GROWTH FUND

Net Realized and
Unrealized Gain
(Loss) on
Investments (0.17) 4.74 3.22 3.43 5.18 (0.27) 4.60 3.15 3.25 4.87
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total From Investment
Operations (0.25) 4.63 3.08 3.25 5.05 (0.35) 4.44 2.87 2.93 4.60
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From
Net Realized Capital
Gains 0.00 (1.24) (2.22) (2.57) (4.33) 0.00 (1.24) (2.22) (2.57) (4.33)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Distributions 0.00 (1.24) (2.22) (2.57) (4.33) 0.00 (1.24) (2.22) (2.57) (4.33)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value, End
of the Year $15.02 $18.41 $19.27 $19.95 $20.67 $14.89 $18.09 $18.74 $19.10 $19.37
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%) (a) (1.6) 30.7 17.1 17.2 29.0 (2.3) 29.7 16.2 15.9 28.2

RATIOS/SUPPLEMENTAL
DATA
Ratio of Operating
Expenses to Average
Net Assets (%) 1.63 1.61 1.50 1.45 1.46 2.38 2.36 2.25 2.20 2.21
Ratio of Net
Investment Income
(Loss) to Average
Net Assets (%) (0.45) (0.67) (0.71) (0.87) (0.62) (1.20) (1.42) (1.46) (1.62) (1.37)
Portfolio Turnover
Rate (%) 82 69 74 48 136 82 69 74 48 136
Net Assets, End of
Period (000) $95,803 $123,504 $141,326 $149,734 $175,511 $15,390 $26,234 $37,439 $45,546 $57,796

Net Realized and Unrealized Gain (Loss)
on Investments 4.52 3.16 3.28 4.86
------ ------ ------ ------
Total From Investment Operations 4.43 2.88 2.94 4.59
------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From Net Realized Capital
Gains (1.24) (2.22) (2.57) (4.33)
------ ------ ------ ------
Total Distributions (1.24) (2.22) (2.57) (4.33)
------ ------ ------ ------
Net Asset Value, End of the Year $18.08 $18.74 $19.11 $19.37
====== ====== ====== ======
TOTAL RETURN (%) (a) 29.7 16.2 15.9 28.1

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average
Net Assets (%) 2.36 2.25 2.20 2.21

Ratio of Net Investment Income (Loss) to
Average Net Assets (%) (1.42) (1.46) (1.62) (1.37)

Portfolio Turnover Rate (%) 69 74 48 136
Net Assets, End of Period (000) $354 $504 $979 $1,609

(a) A sales charge for Class A shares or a CDSC for Class B and C shares is not reflected in total return calculations.
(b) Per share net investment income (loss) does not reflect the period's reclassification of permanent differences between book
and tax basis net investment income (loss).
(c) Per share net investment income (loss) has been calculated using the average shares outstanding during the year.

The Fund's current subadviser assumed that function on February 16, 1998. The highlights prior to this date reflect results
achieved by the previous subadviser under different investment policies.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

[graphic omitted] Fund Performance
----------------
NVEST GROWTH FUND
CLASS A CLASS B CLASS C
FEBRUARY 28(A) SEPTEMBER 1(A)
THROUGH YEAR ENDED THROUGH
YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1995 1996 1997 1998 1997 1998 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of the
Year $10.44 $ 8.87 $10.55 $11.63 $10.41 $12.47 $10.32 $11.18
------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.11 0.05 0.04 0.01 0.08(c) (0.07) (c)0.00(c) (c)0.00(c)
Net Realized and Unrealized Gain (Loss)
on Investments (0.84) 3.30 2.07 2.79 3.00 1.94 2.95 2.09
------ ------ ------ ------ ------ ------ ------ ------
Total From Investment Operations (0.73) 3.35 2.11 2.80 3.08 1.87 2.95 2.09
------ ------ ------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From Net Investment
Income (0.11) (0.05) (0.04) 0.00 (0.10) 0.00 (0.06) (0.06)
Distributions From Net Realized Gain
on Investments (0.73) (1.62) (0.99) (4.02) (1.32) (4.02) (1.32) (1.32)
Distributions in Excess of Realized
Gain on Investments 0.00 0.00 0.00 0.00 (0.35) 0.00 (0.35) (0.35)
Distributions from Return of Capital 0.00 0.00 0.00 0.00 (0.36) 0.00 (0.39) (0.39)
------ ------ ------ ------ ------ ------ ------ ------
Total Distributions (0.84) (1.67) (1.03) (4.02) (2.13) (4.02) (2.12) (2.12)
------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value, End of the Year $ 8.87 $10.55 $11.63 $10.41 $11.36 $10.32 $11.15 $11.15
====== ====== ====== ====== ====== ====== ====== ======

TOTAL RETURN (b) (7.1) 38.1 20.9 23.5 33.4 14.4 32.4 22.2
RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
to Average Net Assets (%) 1.19 1.20 1.18 1.12 1.12 (d)1.87(d) 1.87 (d)1.87(d)
Ratio of Net Investment Income
to Average Net Assets (%) 1.05 0.42 0.33 0.08 0.74 (0.67)(d) (0.01) (0.01)(d)
Portfolio Turnover Rate (%) 141 235 199 214 202 214(d) 202 202

Net Assets, End of Year (000,000) $988 $1,201 $1,297 $1,460 $1,825 $18 $75 $2

(a) Commencement of Operations.
(b) A sales charge for Class A shares or a CDSC for Class B and C shares is not reflected in total return calculations. Periods
of less than one year are not annualized.
(c) Per share net investment income (loss) has been calculated using the average shares outstanding during the year.
(d) Computed on an annualized basis.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
[GRAPHIC OMITTED] Fund Performance
----------------
NVEST GROWTH AND INCOME FUND
CLASS A CLASS B

YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1994 1995 1996 1997 1998 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning
of the Year $12.67 $12.41 $14.39 $13.87 $15.35 $12.66 $12.42 $14.40 $13.87 $15.28
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss) 0.22 0.18 0.13 0.07(c) 0.04 0.16 0.10 0.03 (0.05)(c) (0.05)
Net Realized and
Unrealized Gain
(Loss) on
Investments (0.10) 4.01 2.07 4.40 3.29 (0.09) 4.01 2.07 4.40 3.24
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total From Investment
Operations 0.12 4.19 2.20 4.47 3.33 0.07 4.11 2.10 4.35 3.19
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From
Net Investment
Income (0.21) (0.18) (0.13) (0.06) (0.01) (0.14) (0.10) (0.04) (0.01) 0.00
Distributions From
Net Realized Capital
Gains (0.17) (2.03) (2.59) (2.93) (2.10) (0.17) (2.03) (2.59) (2.93) (2.10)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Distributions (0.38) (2.21) (2.72) (2.99) (2.11) (0.31) (2.13) (2.63) (2.94) (2.10)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value, End
of the Year $12.41 $14.39 $13.87 $15.35 $16.57 $12.42 $14.40 $13.87 $15.28 $16.37
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%)(B) 1.0 35.1 17.2 33.4 23.9 0.6 34.3 16.3 32.4 23.1
RATIOS/SUPPLEMENTAL DATA
Ratio of Operating
Expenses to Average
Net Assets (%) 1.28 1.38 1.30 1.25 1.23 1.93 2.11 2.05 2.00 1.98
Ratio of Net
Investment Income to
Average Net
Assets (%) 1.75 1.31 0.92 0.46 0.33 1.10 0.56 0.17 (0.29) (0.42)
Portfolio Turnover
Rate (%) 6 69 127 103 114 6 69 127 103 114
Net Assets, End of
Period (000) $104,081 $150,693 $166,963 $220,912 $304,139 $5,185 $29,026 $46,856 $81,066 $153,369

<CAPTION>
MAY 1(a)
THROUGH CLASS C
DEC. 31, YEAR ENDED DECEMBER 31,
1995 1996 1997 1998
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of the Year $13.84 $14.39 $13.85 $15.28
------ ------ ------ ------
INCOME FROM INVESTMEN OPERATIONS
Net Investment Income (Loss) 0.06 0.04 (0.05)(c) (0.04)
Net Realized and Unrealized Gain (Loss)
on Investments 2.58 2.05 4.42 3.21
------ ------ ------ ------
Total From Investment Operations 2.64 2.09 4.37 3.17
------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From Net Realized Capital
Income (0.06) (0.04) (0.01) 0.00
Distributions From Net Realized Capital
Gains (2.03) (2.59) (2.93) (2.10)
------ ------ ------ ------
Total Distributions (2.09) (2.63) (2.94) (2.10)
------ ------ ------ ------
Net Asset Value, End of the Year $14.39 $13.85 $15.28 $16.35
====== ====== ====== ======
TOTAL RETURN (%) (a) 20.2 16.3 32.6 22.9

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets (%) 2.11(d) 2.05 2.00 1.98
Ratio of Net Investment Income (Loss) to
Average Net Assets (%) 0.56(d) 0.17 (0.29) (0.42)
Portfolio Turnover Rate (%) 69 127 103 114
Net Assets, End of Period (000) $4,707 $3,912 $6,735 $ 18,288

(a) Commencement of Operations.
(b) A sales charge for Class A shares or a CDSC for Class B and C shares is not reflected in total return calculations.
(c) Per share net investment income (loss) has been calculated using the average shares outstanding during the year.
(d) Computed on an annualized basis.
The Fund's current subadviser assumed that function on May 1, 1995. The highlights prior to this date reflect results achieved
by the previous subadviser under different investment policies.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

[graphic omitted] Fund Performance
----------------
NVEST BALANCED FUND
CLASS A CLASS B
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1994 1995 1996 1997 1998 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of the
Year $12.13 $11.27 $13.14 $13.94 $14.25 $12.11 $11.24 $13.08 $13.86 $14.15
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.33 0.42 0.38 0.33 0.33 0.26 0.34 0.29 0.23 0.21
Net Realized and
Unrealized
Gain (Loss) on
Investments (0.65) 2.49 1.76 2.05 0.74 (0.66) 2.46 1.74 2.03 0.74
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total From Investment
Operations (0.32) 2.91 2.14 2.38 1.07 (0.40) 2.80 2.03 2.26 0.95
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From Net
Investment Income (0.33) (0.40) (0.39) (0.33) (0.32) (0.26) (0.32) (0.30) (0.23) (0.22)
Distributions From
Net Realized Capital
Gains (0.21) (0.64) (0.95) (1.74) (1.48) (0.21) (0.64) (0.95) (1.74) (1.48)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Distributions (0.54) (1.04) (1.34) (2.07) (1.80) (0.47) (0.96) (1.25) (1.97) (1.70)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value,
End of the Year $11.27 $13.14 $13.94 $14.25 $13.52 $11.24 $13.08 $13.86 $14.15 $13.40
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total Return (%)(a) (2.7) 26.3 17.1 17.5 8.2 (3.4) 25.3 16.3 16.7 7.3
RATIOS/SUPPLEMENTAL
DATA
Ratio of Operating
Expenses to Average
Net Assets (%) 1.40 1.36 1.33 1.29 1.30 2.15 2.11 2.08 2.04 2.05
Ratio of Net
Investment Income to
Average Net
Assets (%) 2.91 3.37 2.79 2.25 2.25 2.16 2.62 2.04 1.50 1.50
Portfolio Turnover
Rate (%) 36 54 70 69 81 36 54 70 69 81
Net Assets, End of
the Year (000) $158,332 $196,514 $219,626 $233,421 $222,866 $21,607 $40,361 $58,367 $76,558 $84,255

<CAPTION>
CLASS C
YEAR ENDED DECEMBER 31,
1995 1996 1997 1998
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of the Year $11.24 $13.05 $13.82 $14.10
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.35 0.29 0.23 0.21
Net Realized and Unrealized Gain (Loss) on
Investments 2.44 1.73 2.02 0.74
------ ------ ------ ------
Total From Investment Operations 2.79 2.02 2.25 0.95
------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From Net Investment Income (0.34) (0.30) (0.23) (0.22)
Distributions From Net Realized Capital Gains (0.64) (0.95) (1.74) (1.48)
------ ------ ------ ------
Total Distributions (0.98) (1.25) (1.97) (1.70)
------ ------ ------ ------
Net Asset Value, End of the Year
$13.05 $13.82 $14.10 $13.35
====== ====== ====== ======

TOTAL RETURN (%)(A) 25.2 16.2 16.6 7.3

RATIOS/SUPPLEMENTAL
DATA
Ratio of Operating Expenses to Average Net
Assets (%) 2.11 2.08 2.04 2.05
Ratio of Net Investment Income to Average Net
Assets (%) 2.62 2.04 1.50 1.50
Portfolio Turnover Rate (%) 54 70 69 81
Net Assets, End of the Year (000) $718 $2,538 $4,596 $5,480

(a) A sales charge for Class A shares or a CDSC for Class B and C shares is not reflected in total return calculations.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

[graphic omitted] Fund Performance
----------------
NVEST VALUE FUND

CLASS A CLASS B
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1994 1995 1996 1997 1998 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of the
Year $ 7.87 $ 7.27 $ 8.78 $ 9.60 $10.14 $ 7.85 $ 7.23 $ 8.70 $ 9.47 $ 9.91
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss) 0.08 0.10 0.06 0.03 0.03(b) 0.04 0.05 0.01 (0.05) (0.05)(b)
Net Realized and
Unrealized Gain
(Loss) on
Investments (0.19) 2.21 2.12 1.96 0.59 (0.20) 2.18 2.07 1.92 0.58
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total From Investment
Operations (0.11) 2.31 2.18 1.99 0.62 (0.16) 2.23 2.08 1.87 0.53
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From Net
Investment Income (0.08) (0.09) (0.06) (0.02) (0.02) (0.05) (0.05) (0.01) 0.00 0.00
Distributions From Net
Realized Capital
Gains (0.41) (0.71) (1.30) (1.43) (1.06) (0.41) (0.71) (1.30) (1.43) (1.06)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Distributions (0.49) (0.80) (1.36) (1.45) (1.08) (0.46) (0.76) (1.31) (1.43) (1.06)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value, End
of the Year $ 7.27 $ 8.78 $ 9.60 $10.14 $ 9.68 $ 7.23 $ 8.70 $ 9.47 $ 9.91 $ 9.38
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%)(a) (1.4) 32.3 26.3 21.0 7.1 (2.0) 31.3 25.4 20.0 6.3
RATIOS/SUPPLEMENTAL
DATA
Ratio of Operating
Expenses to Average
Net Assets (%) 1.37 1.37 1.31 1.25 1.26 2.12 2.12 2.06 2.00 2.01
Ratio of Net
Investment Income
to Average Net
Assets (%) 1.00 1.22 0.78 0.28 0.29 0.25 0.47 0.03 (0.47) (0.46)
Portfolio Turnover
Rate (%) 29 52 64 55 75 29 52 64 55 75
Net Assets, End of
the Year (000) $190,869 $241,038 $297,581 $348,988 $317,902 $13,830 $27,941 $48,210 $80,008 $86,243

<CAPTION>
CLASS C
YEAR ENDED DECEMBER 31,
1995 1996 1997 1998
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of the Year $ 7.23 $ 8.70 $ 9.46 $ 9.92
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.05 0.01 (0.05)(b) (0.05)(b)
Net Realized and Unrealized Gain (Loss) on
Investments 2.18 2.06 1.94 0.58
------ ------ ------ ------
Total From Investment Operations 2.23 2.07 1.89 0.53
------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions From Net Investment Income (0.05) (0.01) 0.00 0.00
Distributions From Net Realized Capital Gains (0.71) (1.30) (1.43) (1.06)
------ ------ ------ ------
Total Distributions (0.76) (1.31) (1.43) (1.06)
------ ------ ------ ------
Net Asset Value, End of the Year $ 8.70 $ 9.46 $ 9.92 $ 9.39
====== ====== ====== ======
TOTAL RETURN (%)(A) 31.3 25.2 20.2 6.3

RATIOS/SUPPLEMENTAL
DATA
Ratio of Operating Expenses to Average Net
Assets (%) 2.12 2.06 2.00 2.01
Ratio of Net Investment Income to Average Net
Assets (%) 0.47 0.03 (0.47) (0.46)
Portfolio Turnover Rate (%) 52 64 55 75
Net Assets, End of the Year (000) $1,224 $3,735 $6,527 $6,445

(a) A sales charge for Class A shares or a CDSC for Class B and C shares is not reflected in total return calculations.
(b) Per share net investment income (loss) has been calculated using the average shares outstanding during the year.
</TABLE>
<PAGE>

GLOSSARY OF TERMS

BOTTOM-UP ANALYSIS -- The search for outstanding performance of individual
stocks before considering the impact of economic trends. Such companies may be
identified from research reports, stock screens or personal knowledge of the
products and services.

CAPITAL GAIN DISTRIBUTIONS -- Payments to a Fund's shareholders of profits
earned from selling securities in a Fund's portfolio. Capital gain distributions
are usually paid once a year.

CREDIT RATING -- Independent evaluation of a bond's creditworthiness. This
measurement is usually calculated through an index compiled by companies such as
Standard & Poor's Group or Moody's Investors Service, Inc. Bonds with a credit
rating of BBB or higher by S&P or Baa or higher by Moody's are generally
considered investment grade.

DERIVATIVE -- A financial instrument whose value and performance are based on
the value and performance of another security or financial instrument.

DISCOUNTED PRICE -- The difference between a bond's current market price and its
face or redemption value.

DIVERSIFICATION -- The strategy of investing in a wide range of companies or
industries to reduce the risk if an individual company or one sector of the
market suffers losses.

DIVIDEND YIELD -- The current or estimated annual dividend divided by the market
price per share of a security.

DURATION -- A measure of how much a bond's price fluctuates with changes in
comparable interest rates.

EARNINGS GROWTH -- A pattern of increasing rate of growth in earnings per share
from one period to another, which usually causes a stock's price to rise.

FUNDAMENTAL ANALYSIS -- An analysis of the balance sheet and income statements
of a company in order to forecast its future stock price movements. Fundamental
analysts consider past records of assets, earnings, sales, products, management
and markets in predicting future trends in these indicators of a company's
success or failure. By appraising a company's prospects, these analysts assess
whether a particular stock or group of stocks is undervalued or overvalued at
its current market price.

GROWTH INVESTING -- An investment style that emphasizes companies with strong
earnings growth. Growth investing is generally considered more aggressive than
"value" investing.

INCOME DISTRIBUTIONS -- Payments to shareholders resulting from the net interest
or dividend income earned by a Fund's portfolio.

INFLATION -- A general increase in prices coinciding with a fall in the real
value of money, as measured by the Consumer Price Index.

INTEREST RATE -- rate of interest charged for the use of money, usually
expressed at an annual rate.

MARKET CAPITALIZATION -- Market price multiplied by number of shares
outstanding. Large capitalization companies generally have over $5 billion in
market capitalization; medium cap companies between $1.5 billion and $5 billion;
and small cap companies less than $1.5 billion. These capitalization figures may
vary depending upon the index being used and/or the guidelines used by the
portfolio manager.

MATURITY -- The final date on which the payment of a debt instrument (e.g.
bonds, notes, repurchase agreements) becomes due and payable. Short-term bonds
generally have maturities of up to 5 years; intermediate-term bonds between 5
and 15 years; and long-term bonds over 15 years.

NET ASSET VALUE (NAV) -- The market value of one share of a Fund on any given
day without a front-end sales charge or CDSC. It is determined by dividing a
Fund's total net assets by the number of shares outstanding.

PRICE-TO-EARNINGS RATIO -- Current market price of a stock divided by its
earnings per share. Also known as the "multiple," the price-to-earnings ratio
gives investors an idea of how much they are paying for a company's earning
power and is a useful tool for evaluating the costs of different securities.
Some firms use the inverse ratio for this calculation
(i.e. earnings-to-price ratio).

PRICE-TO-BOOK RATIO -- Current market price of a stock divided by its book
value, or net asset value of the stock.

QUALITATIVE ANALYSIS -- An analysis of the qualities possessed by a company,
including its management, products and competitive positions, to help determine
if the company can execute its strategy.

RETURN ON EQUITY -- The amount, expressed as a percentage, earned on a company's
common stock investment for a given period. It is calculated by dividing common
stock equity (net worth) at the beginning of the accounting period into net
income for the period after preferred stock dividends but before common stock
dividends by the common stock equity (net worth) average for the accounting
period. This tells common shareholders how effectively their money is being
employed.

TARGET PRICE -- Price that an investor is hoping a stock he or she has just
bought will rise to within a specified period of time. An investor may buy XYZ
at $20, with a target price of $40 in one year's time, for instance.

TECHNICAL ANALYSIS -- The research into the demand and supply for securities,
options, mutual funds and commodities based on trading volume and price studies.
Technical analysis uses charts or computer programs to identify and project
price trends in a market, security, mutual fund or futures contract.

TOP-DOWN APPROACH -- The method in which an investor first looks at trends in
the general economy, and next selects attractive industries and then companies
that should benefit from those trends.

TOTAL RETURN -- The change in value of an investment in a Fund over a specific
time period expressed as a percentage. Total returns assume all earnings are
reinvested in additional shares of a Fund.

VALUE INVESTING -- A relatively conservative investment approach that focuses on
companies that may be temporarily out of favor or whose earnings or assets are
not fully reflected in their stock prices.
Value stocks will tend to have a lower price-to-earnings ratio than growth
stocks.

VOLATILITY -- The general variability of a portfolio's value resulting from
price fluctuations of its investments. In most cases, the more diversified a
portfolio is, the less volatile it will be.

YIELD -- The rate at which a fund earns income, expressed as a percentage.
Mutual fund yield calculations are standardized, based upon a formula developed
by the SEC.

YIELD-TO-MATURITY -- The concept used to determine the rate of return an
investor will receive if a long-term, interest-bearing investment, such as a
bond, is held to its maturity date. It takes into account purchase price,
redemption value, time to maturity, coupon yield (the interest rate on a debt
security the issuer promises to pay to the holder until maturity, expressed as
an annual percentage of face value) and the time between interest payments.

<PAGE>

NOTES
<PAGE>

NOTES
<PAGE>
<TABLE>

<S> <C>
If you would like more information about
the Funds, the following documents are
available free upon request:

STATEMENT OF ADDITIONAL INFORMATION Nvest Growth Fund
(SAI) -- Provides more detailed
information about the Funds, has been Nvest Growth and Income Fund
filed with the Securities and Exchange
Commission and is incorporated into this Nvest Balanced Fund
Prospectus by reference.
Nvest Value Fund
TO ORDER A FREE COPY OF A FUND'S ANNUAL
OR SEMIANNUAL REPORT OR ITS SAI, CONTACT
YOUR FINANCIAL REPRESENTATIVE, OR THE
Funds at:

Nvest Funds Distributor, L.P.
399 Boylston Street
Boston, Massachusetts 02116
Telephone: 800-225-5478
Internet: www.nvestfunds.com

Your financial representative or Nvest
Funds will also be happy to answer your
questions or to provide any additional
information that you may require.

You can review the Funds' reports and
SAIs at the Public Reference Room of the
Securities and Exchange Commission.
Text-only copies are available free from
the Commission's Web site at:
www.sec.gov.

Copies of these publications are also
available for a fee by writing or
calling the Public Reference Room of the
SEC, Washington, D.C. 20549-6009
Telephone: 800-SEC-0330

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 (Investment Company Act File No. 811-4323)
site at www.NASDR.com. (Investment Company Act File No. 811-242)
- -------------------------------------------------------------------------------------------------
XS51-0200
</TABLE>
<PAGE>

[Logo]
NVEST FUNDS(SM)
Where The Best Minds Meet

Nvest
STOCK AND STAR FUNDS

CLASS Y SHARES OF:
LARGE-CAP EQUITY
Nvest Capital Growth Fund
Westpeak Investment Advisors, L.P.
Nvest Growth Fund
Capital Growth Management Limited Partnership
Nvest Growth and Income Fund
Westpeak Investment Advisors, L.P.
Nvest Balanced Fund
Loomis, Sayles & Company, L.P.
Nvest Value Fund
Loomis, Sayles & Company, L.P.
SMALL-CAP EQUITY
Nvest Star Small Cap Equity
A multiple manager fund
ALL- CAP EQUITY
Nvest Star Advisers Fund
A multiple manager fund
Nvest Star Worldwide
A multiple manager fund

The Securities and Exchange Commission has not approved any Fund's shares or
determined whether this Prospectus is accurate or complete. Anyone who tells you
otherwise is committing a crime.

For general information on the Funds or any of their services and for
assistance in opening an account, contact your financial representative
or call Nvest Funds.

PROSPECTUS
May 3, 1999
(as revised February 1, 2000)

WHAT'S INSIDE
Goals, Strategies & Risks
[GRAPHIC OMITTED] Page 2
- --------------------------------------------------------------------------------
Fund Fees & Expenses
[GRAPHIC OMITTED] Page 25
- --------------------------------------------------------------------------------
Management Team
[GRAPHIC OMITTED] Page 28
- --------------------------------------------------------------------------------
Fund Services
[GRAPHIC OMITTED] Page 33
- --------------------------------------------------------------------------------
Fund Performance
[GRAPHIC OMITTED] Page 42
- --------------------------------------------------------------------------------

Nvest Funds
399 Boylston Street, Boston, Massachusetts 02116
800-225-5478
<PAGE>
Table of Contents

- --------------------------------------------------------------------------------
MANAGEMENT TEAM
- --------------------------------------------------------------------------------
Meet the Funds' Investment Advisers and Subadvisers ..................... 27
Meet the Funds' Portfolio Managers ...................................... 29

- --------------------------------------------------------------------------------
FUND SERVICES
- --------------------------------------------------------------------------------
It's Easy to Open an Account ............................................ 33
Buying Shares ........................................................... 34
Selling Shares .......................................................... 35
Selling Shares in Writing ............................................... 36
Exchanging Shares ....................................................... 37
Restrictions on Buying Selling and Exchanging Shares .................... 37
How Fund Shares Are Priced .............................................. 39
Dividends and Distributions ............................................. 40
Tax Consequences ........................................................ 40
Compensation to Securities Dealers ...................................... 41

- --------------------------------------------------------------------------------
FUND PERFORMANCE
- --------------------------------------------------------------------------------
Nvest Capital Growth Fund ............................................... 42
Nvest Growth Fund ....................................................... 43
Nvest Growth and Income Fund ............................................ 44
Nvest Balanced Fund ..................................................... 45
Nvest Value Fund ........................................................ 46
Nvest Star Small Cap Fund ............................................... 47
Nvest Star Advisers Fund ................................................ 48
Nvest Star Worldwide Fund ............................................... 49
Glossary of Terms ....................................................... 50

If you have any questions about any of the terms used in this Prospectus, please
refer to the "Glossary of Terms."

Fund shares are not bank deposits and are not guaranteed, endorsed or insured by
the Federal Deposit Insurance Corporation or any other government agency, and
are subject to investment risks, including possible loss of the principal
invested.
<PAGE>
[graphic omitted] Goals, Strategies & Risks FUND FOCUS
-------------------------- Stability Income Growth
NVEST CAPITAL GROWTH FUND -----------------------
High X
ADVISER: Nvest Funds Management, L.P. --------- ------ ------
("Nvest Mangement") Mod. X
--------- ------ ------
SUBADVISER: Westpeak Investment Advisors, L.P. Low X
("Westpeak")

MANAGER: Gerald H. Scriver

CATEGORY: Large-Cap Equity

INVESTMENT GOAL
The Fund seeks long-term capital growth.

The Fund's investment goal may be changed without shareholder approval.

INVESTMENT STRATEGIES Under normal market conditions, the Fund will invest
substantially all of its assets in common stock of U.S. medium and large
capitalization companies in any industry.

x earnings-to-price ratios
x earnings growth rates
x positive earnings surprises
x book-to-price ratios

In selecting investments for the Fund's portfolio, Westpeak employs the
following strategy:

o It starts with the Russell 3000 Growth Index of about 1,800 stocks and
generally eliminates stocks of companies below a $500 million market
capitalization threshold. This creates an overall valuation universe of
about 1,200 stocks, with approximately 90% from the Russell 1000 Growth
Index (comprised of large and medium capitalization companies) and 10% from
the Russell 2000 Growth Index (comprised of small capitalization
companies).

o Next, it screens these stocks using fundamental growth and value criteria
and calculates a "fundamental rank" for each stock. This rank reflects a
historical analysis of the company using approximately 70 growth and value
characteristics.

o All of the stocks are then screened using Wall Street analysts' projected
earnings estimates for the company and each is assigned an "expectations
rank." This rank accounts for the company's potential earnings revisions
and "positive earnings surprises"(whether its business has the potential to
improve in the near future).

o The final step is to calculate a "composite rank" for each stock by
combining their fundamental and expectation ranks and to evaluate whether
to buy, sell or hold a stock by comparing its composite rank to those of
other stocks on a stock valuation matrix.

o The desired result is a portfolio of 75 to 125 stocks that Westpeak
believes will produce the highest long-term returns consistent with the
Fund's risk parameters.

The Fund may:

o Hold up to 10% of its assets in smaller capitalization companies.

o Engage in active and frequent trading of securities. Frequent trading may
produce higher transaction costs and a higher level of capital gains, which
may lower your return.

o Purchase money market or high quality debt securities for temporary
defensive purposes in response to adverse market, economic or political
conditions. These investments may prevent the Fund from achieving its goal.

A "snapshot" of the Fund's investments may be found in the current annual
or semiannual report (see back cover).

INVESTMENT RISKS
EQUITY SECURITIES: Subject to market risks. This means that you may lose money
on your investment due to unpredictable drops in a stock's value or periods
of below-average performance in a given stock or in the stock market as a
whole. Small capitalization companies may be subject to more abrupt price
movements, limited markets and less liquidity than larger, more established
companies, which could adversely affect the value of the portfolio.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Capital Growth Fund. The returns shown are those of the Fund's Class A,
B and C shares which are not offered in this Prospectus. Class Y shares would
have substantially similar annual returns because they would be invested in the
same portfolio of securities as the Class A, B and C shares and would only
differ to the extent that the classes do not have the same expenses. The Fund's
past performance does not necessarily indicate how it will perform in the
future. The Fund's current subadviser assumed that function on February 16,
1998. This chart and table reflect results achieved by the previous subadviser
using different investment principles for periods prior to February 16, 1998.

The bar chart shows the Fund's total returns for Class A shares for each
calendar year since its first full year of operations. The returns for the Class
B and C shares differ from the Class A returns shown in the bar chart, depending
upon the respective expenses of each class. The chart does not reflect any sales
charge that you may be required to pay when you buy or redeem the Fund's shares.
A sales charge will reduce your return.

(total return)
1993 7.9%
1994 -1.6%
1995 30.7%
1996 17.1%
1997 17.2%
1998 29.0%

/\ Highest Quarterly Return: Fourth Quarter 1998, up 24.3%
\/ Lowest Quarterly Return: Third Quarter 1998, down 11.7%

Nvest Capital Growth Fund: Class C
(inception 12/30/94) 27.1% 22.3%
Russell 1000 Growth Index 38.7% 32.2%
Lipper Growth Fund Average 22.9% 24.4%
Morningstar Large Growth Average 35.8% 28.0%
- --------------------------------------------------------------------------------

For the expenses of Class Y shares, see the section entitled "Fund Fees and
Expenses."
<PAGE>

MANAGER: G. Kenneth Heebner TICKER SYMBOL: CLASS Y
---------
CATEGORY: Large-Cap Equity NEGYX

INVESTMENT GOAL
The Fund seeks long-term growth of capital through investment in equity
securities of companies whose earnings are expected to grow at a faster rate
than the United States economy.

INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest substantially all of its
assets in equity securities. The Fund will generally invest in common stock of
large capitalization companies that CGM expects will grow at a faster rate than
the United States economy. When market conditions warrant, however, CGM may
select stocks based upon overall economic factors such as the general economic
outlook, the level and direction of interest rates and potential impact of
inflation. The Fund will not invest in small capitalization companies.

In general, CGM seeks companies with the following characteristics, although not
all of the companies selected will have these attributes:

o It uses a top-down approach, meaning that it analyzes the overall economic
factors that may affect a potential investment.

o CGM's ultimate decision to purchase a security results from a thorough
assessment of all of the information that CGM deems to be relevant at the
time of investment.

o CGM will sell a stock if it determines that its investment expectations are
not being met, if better opportunities are identified or if its price
objective has been attained.

The Fund may:
o Invest in foreign securities.

o Invest in other investment companies.

o Engage in active and frequent trading of securities. Frequent trading may
produce higher transaction costs and a higher level of taxable capital
gains, which may lower your return.

o Purchase money market or high quality debt securities for temporary
defensive purposes in response to adverse market, economic or political
conditions. These investments may prevent the Fund from achieving its goal.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

INVESTMENT RISKS
EQUITY SECURITIES: Subject to market risks. This means that you may lose money
on your investment due to unpredictable drops in value or periods of
below-average performance in a given stock or in the stock market as a
whole. Although the Fund is diversified, its focused approach means that
its relatively small number of holdings may result in greater share price
fluctuations than a more diversified mutual fund.

INVESTMENTS IN OTHER INVESTMENT COMPANIES: May incur extra costs in addition to
its own expenses.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Growth Fund. The returns shown are those of the Fund's Class A, B and C
shares which are not offered in this Prospectus. Class Y shares would have
substantially similar annual returns because they would be invested in the same
portfolio of securities as the Class A, B and C shares and would only differ to
the extent that the classes do not have the same expenses. The Fund's past
performance does not necessarily indicate how it will perform in the future.

The bar chart shows the Fund's total returns for Class A shares for each of the
last ten calendar years. The returns for Class B and C shares differ from the
Class A returns shown in the bar chart, depending upon the respective expenses
of each class. The chart does not reflect any sales charge that you may be
required to pay when you buy or redeem the Fund's shares. A sales charge will
reduce your return.

(total return)
1989 22.3%
1990 5.1%
1991 56.7%
1992 -6.6%
1993 11.3%
1994 -7.1%
1995 38.1%
1996 20.9%
1997 23.5%
1998 33.4%

/\ Highest Quarterly Return: Fourth Quarter 1998, up 28.5%
\/ Lowest Quarterly Return: Third Quarter 1998, down 18.1%

The table below shows the Fund's average annual total returns for the one-year,
five-year and ten-year periods (or since the class' inception, if shorter)
compared to those of the Standard & Poor's Composite Index of 500 Stocks ("S&P
500"), a market value-weighted, unmanaged index of common stock prices for 500
selected stocks. They are also compared to the Lipper Growth Fund and
Morningstar Large Blend Averages, each an average of the total returns of all
mutual funds with an investment style similar to that of the Fund as calculated
by Lipper, Inc. and Morningstar, Inc. You may not invest directly in an index.
The Fund's total returns reflect its expenses and the maximum sales charges that
you may pay when you buy or redeem the Fund's shares. The S&P 500 returns have
not been adjusted for ongoing management, distribution and operating expenses
and sales charges applicable to mutual fund investments. The Lipper Growth Fund
Average and Morningstar Large Blend Average returns have been adjusted for these
expenses but do not reflect any sales charges.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended
December 31, 1998) Past 1 Year Past 5 Years Past 10 Years
- -------------------------------------------------------------------------------- *Since inception
<S> <C> <C> <C>
Nvest Growth Fund: Class A
(inception 11/27/68) 25.7% 19.2% 17.6%
S&P 500 28.5% 24.0% 19.2%
Lipper Growth Fund Average 22.9% 18.6% 16.7%
Morningstar Large Blend Average 21.8% 19.8% 16.4%

Nvest Growth Fund: Class B
(inception 2/28/97) 27.4% 23.7%*
S&P 500 28.5% 29.3%*
Lipper Growth Fund Average 22.9% 23.5%*
Morningstar Large Blend Average 21.8% 23.8%*

MANAGER: Gerald H. Scriver TICKER SYMBOL: CLASS Y
-------
CATEGORY: Large-Cap Equity NEOYX

INVESTMENT GOAL
The Fund seeks opportunities for long-term capital growth and income.

The Fund's investment goal may be changed without shareholder approval.

INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest substantially all its
assets in common stock of large capitalization companies in any industry.

x earnings-to-price ratios
x earnings growth rates
x positive earnings surprises
x book-to-price ratios
x dividend yield

In selecting investments for the Fund, Westpeak employs the following strategy:

o It starts with an initial universe of approximately 1,300 stocks of large
capitalization companies and generally eliminates stocks of companies below
a $1.4 billion market capitalization threshold. This creates an overall
universe of about 900 stocks.

o Next, it screens these stocks using fundamental growth and value criteria
and calculates a "fundamental rank" for each stock. This rank reflects a
historical analysis of the company using approximately 70 growth and value
characteristics.

o All of the stocks are then screened using Wall Street analysts' projected
earnings estimates for the company and each is assigned an "expectations
rank." This rank accounts for the company's potential earnings revisions
and "positive earnings surprises"(whether its business has the potential to
improve in the near future).

o The final step is to calculate a "composite rank" for each stock by
combining their fundamental and expectation ranks and to evaluate whether
to buy, sell or hold a stock by comparing its composite rank to those of
other stocks on a stock valuation matrix;

o The desired result is a portfolio of 75 to 150 stocks, with a dividend
yield that approximates that of the Standard & Poor's Composite Rank of 500
Stocks ("S&P 500"), which Westpeak believes will produce the highest
long-term returns consistent with the portfolio's risk parameters.

The Fund may:

o Invest in foreign securities traded in U.S. markets (through American
Depository Receipts ("ADRs") or stocks sold in U.S. dollars).

o Engage in active and frequent trading of securities. Frequent trading may
produce higher transaction costs and a higher level of taxable capital
gains, which may lower your return.

o Purchase money market or high quality debt securities for temporary
defensive purposes in response to adverse market, economic or political
conditions. These investments may prevent the Fund from achieving its goal.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

FOREIGN SECURITIEs: ADRs may be more volatile than U.S. securities and carry
political, economic and information risks that are associated with foreign
securities.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Growth and Income Fund. The returns shown are those of the Fund's Class
C shares which are not offered in this Prospectus. Class Y shares would have
substantially similar annual returns because they would be invested in the same
portfolio of securities as the Class C shares and would only differ to the
extent that the classes do not have the same expenses. The Fund also offers
Class A and B shares in a separate prospectus. The Fund's past performance does
not necessarily indicate how it will perform in the future. The Fund's current
subadviser assumed that function on May 1, 1995. This chart and table reflect
results achieved by the previous subadviser using different investment
principles for periods prior to May 1, 1995.

The bar chart shows the Fund's total returns for Class C shares since its first
full year of operations. The returns for Class A, B and Y shares differ from the
Class C returns shown in the bar chart, depending upon the respective expenses
of each class. The chart does not reflect any sales charge that you may be
required to pay when you buy or redeem the Fund's shares. A sales charge will
reduce your return.

(total return)
1996 16.3%
1997 32.6%
1998 22.9%

/\ Highest Quarterly Return: Fourth Quarter 1998, up 18.8%
\/ Lowest Quarterly Return: Third Quarter 1998, down 12.4%

The table below shows the Fund's Class C shares average annual total returns for
the one-year and since-inception periods compared to those of the S&P 500, a
market value-weighted, unmanaged index of common stock prices of 500 selected
stocks. They are also compared to the Lipper Growth & Income and Morningstar
Large Value Averages, each an average of the total returns of all mutual funds
with an investment style similar to that of the Fund as calculated by Lipper,
Inc. and Morningstar, Inc. You may not invest directly in an index. The Fund's
total returns reflect its expenses and the maximum sales charge that you may pay
when you buy or redeem the Fund's shares. The S&P 500 returns have not been
adjusted for ongoing management, distribution and operating expenses and sales
charges applicable to mutual fund investments. The Lipper Growth & Income
Average and Morningstar Large Value Average returns have been adjusted for these
expenses but do not reflect any sales charges.

AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended
December 31, 1998) Past 1 Year Since Inception
- --------------------------------------------------------------------------------
Nvest Growth and Income Fund: Class C
(inception 5/1/95) 21.9% 25.1%
- --------------------------------------------------------------------------------
S&P 500 28.5% 29.3%
- --------------------------------------------------------------------------------
Lipper Growth & Income Average
(calculated from 4/30/95) 15.6% 22.6%
- --------------------------------------------------------------------------------
Morningstar Large Value Average
(calculated from 4/30/95) 12.3% 21.6%
- -------------------------------------------------------------------------------
For the expenses of Class Y shares, see the section entitled "Fund Fees and
Expenses."
<PAGE>

MANAGERS: Equity: Jeff Wardlow TICKER SYMBOL: CLASS Y
and Gregg Watkins ----------
Fixed Income: John Hyll NEBYX

CATEGORY: Large-Cap Equity

INVESTMENT GOAL
The Fund seeks a reasonable long-term investment return from a combination of
long-term capital appreciation and moderate current income.

In order to maintain a balanced, flexible portfolio of investments, Loomis
Sayles employs the following strategy:

o Depending on Loomis Sayles' view of the economic outlook, the Fund may
invest more heavily in either equity or fixed-income securities. However,
the Fund will always invest a minimum of 50% of its assets in equity
securities and a minimum of 25% of its assets in fixed-income securities.

o It selects stocks from a universe of approximately 1,400 companies,
primarily those with a market capitalization in excess of $2 billion. It
then uses a proprietary valuation model to rank stocks based on valuation,
earnings estimate revisions and quality. Fundamental research is then used
to identify what Loomis Sayles believes are the most attractive 60 to 75
stocks for purchase by the Fund.

o It selects bonds by placing a greater emphasis on security and sector
selection than interest rate anticipation. It conducts extensive research
and credit analysis of over 600 corporate issuers and assigns each a
proprietary rating. It combines these ratings with internal policy
limitations to select bonds for the Fund.

o Loomis Sayles will sell a stock when its price objective has been attained,
its fundamentals deteriorate or when more attractive opportunities are
identified. It sells bonds depending on expected credit deterioration or
when it identifies other securities with better total returns going
forward.

The Fund may also invest in:

o Foreign securities.

o Mortgage- and asset-backed securities.

o Zero-coupon bonds and when-issued securities.

o Money market or high quality debt securities for temporary defensive
purposes in response to adverse market, economic or political conditions.
These investments may prevent the Fund from achieving its goal.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

INVESTMENT RISKS

EQUITY SECURITIES: Subject to market risks. This means that you may lose money
on your investment due to unpredictable drops in value or periods of
below-average performance in a given stock or in the stock market as a
whole.

FOREIGN SECURITIES: May be affected by foreign currency fluctuations, higher
volatility than U.S. securities and limited liquidity. Political, economic
and information risks are also associated with foreign securities. These
investments may also be affected by the conversion of the currency of
several European countries to the "euro" currency.

FIXED-INCOME SECURITIES: Subject to credit risk, interest rate risk and
liquidity risk. Credit risk relates to the ability of an issuer to make
payments of principal and interest when due and includes the risk of
default. Interest rate risk relates to changes in a security's value as a
result of changes in interest rates. Generally, the value of fixed-income
securities rises when prevailing interest rates fall and falls when
interest rates rise. Zero-coupon bonds may be subject to these risks to a
greater extent than other fixed-income securities.

MORTGAGE- AND ASSET-BACKED SECURITIES: Subject to prepayment risk. With
prepayment, the Fund may reinvest the prepaid amounts in securities with
lower yields than the prepaid obligations. The Fund may also incur a
realized loss when there is a prepayment of securities that were purchased
at a premium.

The bar chart shows the Fund's total returns for Class Y shares for each
calendar year since it first offered Class Y shares. The returns for the Class
A, B and C shares are generally lower than the Class Y returns shown in the bar
chart because of the sales charges and higher expenses of those classes.

(total return)

1995 26.8%
1996 17.6%
1997 18.1%
1998 8.6%

/\ Highest Quarterly Return: Second Quarter 1997, up 10.3%
\/ Lowest Quarterly Return: Third Quarter 1998, down 6.3%

The table below shows the Fund's average annual total returns for the one-year
and since-inception periods compared to those of a blend of the Standard &
Poor's Composite Index of 500 Stocks ("S&P 500") and the Lehman Government/
Corporate Bond Index ("S&P/Lehman G/C Blend"). This index is represented by a
65% weighting in the S&P 500 and a 35% weighting in the Lehman G/C Index.
Indices are rebalanced to 65% / 35% at the end of each year. The returns are
also compared to the Lipper Balanced and Morningstar Domestic Hybrid Averages,
each an average of the total returns of all mutual funds with an investment
style similar to that of the Fund as calculated by Lipper, Inc. and Morningstar,
Inc. You may not invest directly in an index. The Fund's total returns reflect
the expenses of the Fund's Class Y shares. The S&P/Lehman G/C Blend returns have
not been adjusted for ongoing management, distribution and operating expenses
applicable to mutual fund investments. The Lipper Balanced Average and the
Morningstar Domestic Hybrid Average returns have been adjusted for these
expenses.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended December 31, 1998) PAST 1 YEAR SINCE INCEPTION
- --------------------------------------------------------------------------------
Nvest Balanced Fund: Class Y (inception 3/8/94) 8.6% 13.8%
S&P/Lehman G/C Blend
(Lehman calculated from 3/31/94) 21.5% 20.1%
Lipper Balanced Average
(calculated from 3/31/94) 13.5% 15.3%
Morningstar Domestic Hybrid Average
(calculated from 3/31/94) 12.1% 14.1%
- --------------------------------------------------------------------------------

*For actual past expenses of Class Y shares, see the section entitled "Fund Fees
and Expenses."
<PAGE>
[graphic omitted] Goals, Strategies & Risks FUND FOCUS
------------------------- Stability Income Growth
NVEST VALUE FUND -----------------------
High X
ADVISER: Nvest Funds Management, L.P. --------- ------ ------
("Nvest Mangement") Mod. X
--------- ------ ------
SUBADVISER: Loomis, Sayles & Company, L.P. Low X
("Loomis Sayles")

MANAGERS: Jeff Wardlow and TICKER SYMBOL: CLASS A
Lauriann Kloppenburg ---------
NEVYX
CATEGORY: Large-Cap Equity

INVESTMENT GOAL
The Fund seeks a reasonable long-term investment return from a combination of
market appreciation and dividend income from equity securities.

x low price-to-earnings ratios based on earnings estimates
x competitive return on equity
x competitive current and estimated dividend yield
x high 5-year estimated earnings growth

In selecting investments for the Fund, Loomis Sayles employs the following
strategy:

o It starts with a universe of approximately 1,400 companies, primarily those
with a market capitalization in excess of $2 billion.

o Stocks are then ranked using the Loomis Sayles proprietary valuation model
based on low price-to-earnings ratios, earnings estimate revisions and
quality.

o Stocks that rank in the top third of the valuation model become prime
candidates for purchase and receive a more intensive fundamental research
effort.

o The Fund's portfolio is constructed by choosing approximately 60 to 70
stocks which Loomis Sayles believes offer the best combination of
attractive valuation characteristics and positive fundamentals.

o The portfolio construction process also attempts to minimize risk through
careful evaluation of diversification and other risk factors.

o Loomis Sayles will generally sell a stock when its price objective has been
attained, if its fundamentals deteriorate, or when a stock with greater
potential is identified.

The Fund may:

o Invest in foreign securities.

o Purchase money market or high quality debt securities for temporary
defensive purposes in response to adverse market, economic or political
conditions. These investments may prevent the Fund from achieving its goal.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

(total return)
1995 32.8%
1996 26.4%
1997 21.3%
1998 7.4%

/\ Highest Quarterly Return: Third Quarter 1998, up 17.6%
\/ Lowest Quarterly Return: Fourth Quarter 1998, down 15.1%

The table below shows the Fund's average annual total returns for the one-year
and since-inception periods compared to those of the Russell 1000 Value Index,
an unmanaged subset of stocks from the larger Russell 3000 Index, selected for
their greater value orientation. The returns are also compared to the Lipper
Growth & Income and Morningstar Large Value Averages, each an average of the
total returns of all mutual funds with an investment style similar to that of
the Fund as calculated by Lipper, Inc. and Morningstar, Inc. You may not invest
directly in an index. The Fund's total returns reflect the expenses of the
Fund's Class Y shares. The Russell 1000 Value Index returns have not been
adjusted for ongoing management, distribution and operating expenses applicable
to mutual fund investments. The Lipper Growth & Income Average and the
Morningstar Large Value Average returns have been adjusted for these expenses.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended December 31, 1998) PAST 1 YEAR SINCE INCEPTION
- --------------------------------------------------------------------------------
Nvest Value Fund: Class Y (inception 3/31/94) 7.4% 18.5%
Russell 1000 Value Index 15.6% 23.0%
Lipper Growth & Income Average 15.6% 20.3%
Morningstar Large Value Average 12.3% 19.6%
- --------------------------------------------------------------------------------

For actual past expenses of Class Y shares, see the section entitled "Fund Fees
and Expenses."
<PAGE>
[graphic omitted] Goals, Strategies & Risks FUND FOCUS
------------------------- Stability Income Growth
NVEST STAR SMALL CAP FUND -----------------------
High X
ADVISER: Nvest Funds Management, L.P. --------- ------ ------
("Nvest Mangement") Mod.
--------- ------ ------
SUBADVISER: Harris Associates L.P. Low X X
("Harris Associates")

RS Investment Management, L.P.
("RS Investment Management")

Montgomery Asset Management, LLC
(Montgomery")

CATEGORY: Small-Cap Equity

INVESTMENT GOAL
The Fund seeks capital appreciation.

The Fund's investment goal may be changed without shareholder approval.

INVESTMENT STRATEGIES
The Fund seeks to attain its goal by investing primarily in equity securities of
small capitalization companies. The Fund's potential investment universe
includes companies whose total market capitalization, at the time of purchase,
falls within the range of the Russell 2000 Index. The Fund may, however, invest
in companies with larger capitalizations.

Nvest Management allocates capital invested in the Fund equally among the four
subadvisers set forth above. Each subadviser manages its segment of the Fund's
assets in accordance with its own investment style and strategy. Although the
Fund primarily invests in equity securities, it may also:

o Invest up to 35% of its assets in fixed-income securities, including U.S.
government bonds as well as lower-quality debt securities.

o Invest in convertible preferred stock and convertible debt securities.

o Purchase U.S. government securities, certificates of deposit, commercial
paper, and/or high quality fixed-income securities or hold cash for
temporary defensive purposes in response to adverse market, economic or
political conditions. Such positions may prevent the Fund from achieving
its goal.

o Engage in active and frequent trading of securities. Frequent trading may
produce higher transaction costs and higher levels of taxable capital
gains, which may lower your return.

o Invest in real estate investment trusts ("REITs").

o Enter into options, futures and currency hedging transactions.

For more detailed information on each subadviser's investment strategies please
refer to the section entitled "Star Small Cap Fund -- More On Investment
Strategies."

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

PRINCIPAL INVESTMENT RISKS OF THE STAR SMALL CAP FUND
EQUITY SECURITIEs: Subject to market risks. This means that you may lose money
on your investment due to unpredictable drops in a stock's value or periods
of below-average performance in a given stock or in the stock market as a
whole. Small capitalization companies may be subject to more abrupt price
movements, limited markets and less liquidity than larger, more established
companies, which may adversely affect the value of the portfolio.

FOREIGN SECURITIEs: May be affected by foreign currency fluctuations, higher
volatility than U.S securities and limited liquidity. Political, economic
and information risks are also associated with foreign securities. These
investments may also be affected by the conversion of the currency of
several European countries to the "euro" currency. Investments in emerging
markets may be subject to these risks to a greater extent than those in
more developed markets.

FIXED-INCOME SECURITIEs: Subject to credit risk, interest rate risk and
liquidity risk. Credit risk relates to the ability of an issuer to make
payments of principal and interest when due and includes the risk of
default. Interest rate risk relates to changes in a security's value as a
result of changes in interest rates. Generally, the value of fixed-income
securities rises when prevailing interest rates fall and falls when
interest rates rise. Lower-quality fixed-income securities may be subject
to these risks to a greater extent than other fixed-income securities.

REITs: Subject to changes in underlying real estate values, rising interest
rates, limited diversification of holdings, higher costs and prepayment
risk associated with related mortgages.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Star Small Cap Fund. The returns shown are those of the Fund's Class A,
B and C shares which are not offered in this Prospectus. Class Y shares would
have substantially similar annual returns because they would be invested in the
same portfolio of securities as the Class A, B and C shares and would only
differ to the extent that the classes do not have the same expenses. The Fund's
past performance does not necessarily indicate how it will perform in the
future.

The bar chart shows the Fund's total returns for Class A shares for each
calendar year since its first full year of operations. The return for Class B
and C shares differ from the Class A returns shown in the bar chart, depending
upon the respective expenses of each class. The chart does not reflect any sales
charge that you may be required to pay when you buy or redeem the Fund's shares.
A sales charge will reduce your return.

(total return)

1997 27.0%
1998 2.1%

/\ Highest Quarterly Return: Third Quarter 1998, up 25.9%
\/ Lowest Quarterly Return: Third Quarter 1998, down 22.9%

The table below shows the Fund's average annual total returns for the one-year
and since-inception periods compared to those of the Russell 2000 Index, a
market value-weighted, unmanaged index of small company common stocks. The
returns are also compared to the Lipper Small Cap Fund and Morningstar Small
Growth Averages, each an average of the total returns of all mutual funds with
an investment style similar to that of the Fund, as calculated by Lipper, Inc.
and Morningstar, Inc. You may not invest directly in an index. The Fund's total
returns reflect its expenses and the maximum sales charge that you may pay when
you buy or redeem the Fund's shares. The Russell 2000 Index returns have not
been adjusted for ongoing management, distribution and operating expenses and
sales charges applicable to mutual fund investments. The Lipper Small Cap Fund
and Morningstar Small Growth Average returns have been adjusted for these
expenses but do not reflect any sales charges.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AVERAGE ANNUAL TOTAL RETURN *The inception date of the Fund's
(for the periods ended December 31, 1998) PAST 1 YEAR SINCE INCEPTION* Class A, B and C shares is
- -------------------------------------------------------------------------------- December 31, 1996.
Nvest Star Small Cap Fund: Class A -3.8% 10.5%
Nvest Star Small Cap Fund: Class B -3.7% 11.2%
Nvest Star Small Cap Fund: Class C -0.3% 13.0%
Russell 2000 Index -2.5% 9.2%
Lipper Small Cap Fund Average -0.3% 9.6%
Morningstar Small Growth Average -4.8% 10.8%
- --------------------------------------------------------------------------------
For the expenses of Class Y shares, see the section entitled "Fund Fees & Expenses."
</TABLE>
<PAGE>
[graphic omitted] Goals, Strategies & Risks
-------------------------
STAR SMALL CAP FUND
MORE ON INVESTMENT STRATEGIES

The Fund's portfolio is divided among four different subadvisers set forth
below. These subadvisers pursue the Fund's overall goal by employing the
strategies and techniques described below.

HARRIS ASSOCIATES

Harris Associates uses a value-oriented investment philosophy to arrive at its
opinion of a company's "true business value." This philosophy is based upon its
belief that over time a stock's market price and value will converge. Harris
Associates believes that this philosophy provides the best opportunity to
achieve long-term capital growth and therefore it uses this philosophy to
identify companies with the following characteristics, although not all of the
companies selected by Harris Associates will have these attributes:

|| Discounted share price compared to "true business value"

|| Positive free cash flow

|| Competitive return on equity

|| High level of insider ownership

|| Favorable earnings growth potential

In making investment decisions for its segment of the Fund, Harris Associates
generally employs the following methods:

o Harris Associates uses a fundamental bottom-up investment approach. This
means that Harris focuses on individual companies rather than macroeconomic
factors or specific industries. Each company is analyzed on a case-by-case
basis to select those which meet Harris' standards of quality and value.

o Harris Associates analysts typically look for companies that generate free
cash flow, review a company's market value compared to other companies,
visit companies and talk to various industry sources.

o Once Harris Associates determines that a stock sells at a significant
discount to its potential value, it will consider that stock for purchase
by analyzing the quality and motivation of the company's management as well
as the company's market position within its industry.

o Investments are continuously monitored by both analysts and a pricing
committee that sets specific "buy" and "sell" targets for each company.
These targets are repeatedly adjusted to reflect changes in a company's
fundamentals. Harris Associates will generally buy a stock for its segment
of the Fund when it sells for a price below 60% of its estimated worth, and
will generally sell a stock when it approaches 90% of its estimated worth.

LOOMIS SAYLES

Under normal market conditions, Loomis Sayles will invest at least 65% of its
segment's total assets in equity securities of companies with market
capitalizations that, at the time of purchase, fall within the capitalization
range of those companies constituting the Russell 2000 Index. Loomis Sayles may
also invest up to 35% of its segment's assets in companies with larger
capitalization levels.

This segment of the Star Small Cap Fund focuses on rapidly growing companies
which Loomis Sayles believes have the potential for strong revenue growth,
rising profit margins and accelerating earnings growth. The stock selection
process uses a bottom-up approach that Loomis Sayles believes emphasizes
companies which possess the best growth prospects. Loomis Sayles uses this
approach to identify companies with the following characteristics, although not
all of the companies selected will have these attributes:

|| New and/or distinctive products, technologies or services

|| Expected growth of at least 20% per year driven by strong sales
and improving profitability

|| Strong, experienced management with the vision and the capability to
grow a large, profitable organization

In making investment decisions, Loomis Sayles generally employs the following
methods:

o It begins with a universe of approximately 3,000 companies that generally
fall within the market capitalization range of those companies constituting
the Russell 2000 Index.

o Next, the portfolio managers with the assistance and guidance of the Loomis
Sayles' analysts evaluate this universe through screening techniques to
determine which companies appear to offer the best earnings growth
prospects.

o Once Loomis Sayles determines that a company may have the potential for
earnings growth and rising profitability, it considers that company's stock
for purchase. This process includes analysis of the company's income
statements and balance sheets, an assessment of the quality of its
management team as well as the company's competitive position.

o Out of the remaining candidates, Loomis Sayles builds a diversified
portfolio of small cap growth securities. The portfolio's holdings are
generally equally weighted, although under certain circumstances such as
low liquidity or lack of near term earnings prospects, positions will be
reduced. Under normal market conditions, the portfolio remains fully
invested with less than 5% of its assets held as cash.

o Investments are continuously monitored by the Loomis Sayles small cap
growth team. Any erosion in the fundamental characteristics of portfolio
holdings may result in the sale of that security. Additionally, securities
are sold when they are no longer deemed to be small cap -- typically when
the market capitalization of the company exceeds $2 billion. Finally,
stocks may be sold if a better opportunity is identified by the portfolio
managers.

RS INVESTMENT MANAGEMENT
RS Investment Management pursues the Fund's objective by selecting securities
for its segment based on a flexible, research driven, bottom-up approach to
value recognition and trend analysis. Stock selection focuses on growth that is
expected to drive earnings and valuations higher over the one to three year time
horizon. The catalysts that spur growth in these small companies may consist of:

|| A new product launch || A new management team

|| Expansion into new markets || Realization of undervalued assets

In making investment decisions, RS Investment Management generally employs the
following methods:

o RS Investment Management begins with a broad universe of companies which it
believes possess the prospect for superior long-term growth.

o It identifies this initial universe of potential investments by conducting
proprietary, fundamental research, focusing on a company's level of
available cash, its existing cash flow rate, its price-to-earnings ratio
and the company's expected return on capital.

o Next, RS Investment Management evaluates the company's management teams to
identify how they allocate the company's capital as well as to discern the
sources, and management's intended use, of cash.

o RS Investment Management will then consider the current stock price
relative to its future price projections. Only after this thorough analysis
has been made will RS Investment Management make a decision to buy a
particular stock.

o RS Investment Management considers selling or initiating the sell process
when:

- A stock has reached the price objective set by RS Investment Management.
- A stock declines 15% from the original purchase price. If this occurs,
RS Investment Management will generally sell a portion of the position
and reevaluate the company to ensure that a growth catalyst remains.
- Negative fundamental changes occur relating to management, product
definition or economic environment.
- More attractive opportunities are identified.

MONTGOMERY
Montgomery seeks capital appreciation by investing in growth-oriented U.S. small
capitalization companies whose stock price appears to be undervalued relative to
their growth potential. Potential investments are rigorously analyzed and
subjected to the following three steps of its investment process:

|| Quantitative screen identifying growth-oriented companies with
improving business fundamentals

|| Fundamental analysis to determine the long-term sustainability
of the company's growth characteristics

|| Valuation to ensure that the company's growth prospects have not yet been
discovered by the market

In making investment decisions, Montgomery generally employs the following
methods:

o Montgomery uses a quantitative screen to identify growth oriented
companies. This screening process provides the means for narrowing a very
large universe of companies to a smaller universe of companies which
display the characteristics that Montgomery desires. Montgomery begins with
a database of over 2,000 companies which is continuously updated with the
most current financial information on such companies. After identifying
those companies with the market capitalizations desired (generally less
than $1.5 billion), Montgomery's proprietary interface allows it to quickly
visualize changes in revenue and earnings growth and generate a research
pipeline of companies that appear to have improving business fundamentals.

o Once those companies displaying desirable quantitative characteristics are
identified, Montgomery performs fundamental analysis to validate the nature
and sustainability of the observed trends in revenues and earnings.

o Montgomery uses several valuation measures for those companies that pass
both the quantitative screen and the qualitative analysis. Montgomery
compares each company's price-to- earnings ratio to its earnings-per-share
growth rate. It invests in companies selling at substantial discounts to
their earnings growth rates and sells its investments in companies trading
at a premium to their earnings growth rates. Montgomery also compares each
company's price-to-earnings, price-to-sales and price-to-cash flow ratios
to its industry group. Each investment selected by Montgomery must be
inexpensive versus its internal growth rate on an absolute basis and
relative to its peer group.

o Investments are continuously monitored by analysts and portfolio managers.
The analysts along with portfolio managers will evaluate the companies to
determine whether they continue to possess the fundamental characteristics
for growth which made them a candidate for purchase originally.

o Montgomery will sell a stock when its return objective has been achieved
and the stock is no longer attractive on a valuation basis. Earnings
disappointments, fundamental outlook deterioration and more appealing
investment opportunities also trigger sell decisions.
<PAGE>
[graphic omitted] Goals, Strategies & Risks FUND FOCUS
------------------------- Stability Income Growth
NVEST STAR ADVISERS FUND -----------------------
High X
ADVISER: Nvest Funds Management, L.P. --------- ------ ------
("Nvest Mangement") Mod.
--------- ------ ------
SUBADVISERS: Harris Associates L.P. Low X X
("Harris Associates")
TICKER SYMBOL: CLASS Y
Loomis, Sayles & Conpany, L.P. --------
("Loomis Sayles") NESYX

Janus Capital Corporation ("Janus")

Kobrick Funds LLC ("Kobrick")

CATEGORY: All-Cap Equity

INVESTMENT GOAL
The Fund seeks long-term growth of capital.

The Fund's investment goal may be changed without shareholder approval.

INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest substantially all of its
assets in equity securities. Nvest Management allocates capital invested in the
Fund equally among the four subadvisers set forth above. Each subadviser manages
its segment of the Fund's assets in accordance with its own investment style and
strategy. Although the Fund primarily invests in equity securities, it may also:

o Hold securities of foreign issuers traded over the counter or on foreign
exchanges, including securities in emerging markets.

o Invest in fixed-income securities, including U.S. government bonds and
lower-quality corporate bonds.

o Invest in real estate investment trusts ("REITs").

o Engage in active and frequent trading of securities. Frequent trading may
produce higher transaction costs and higher levels of taxable capital
gains, which may lower your return.

o Purchase U.S. government securities, certificates of deposit, commercial
paper, and/or high quality debt securities or hold cash for temporary
defensive purposes in response to adverse market, economic or political
conditions. These investments may prevent the Fund from achieving its goal.

o Invest in convertible preferred stock and convertible debt securities.

o Enter into options, futures, swap contracts and currency hedging
transactions.

For more detailed information on each subadviser's investment strategies, please
refer to the section entitled "Star Advisers Fund -- More On Investment
Strategies."

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

PRINCIPAL INVESTMENT RISKS OF THE STAR ADVISERS FUND
EQUITY SECURITIES: Subject to market risks. This means that you may lose money
on your investment due to unpredictable drops in a stock's value or periods
of below-average performance in a given stock or in the stock market as a
whole. Small capitalization and emerging growth companies may be subject to
more abrupt price movements, limited markets and less liquidity than
larger, more established companies. With special situation companies, the
primary risk is that they may not achieve their expected value because
events do not materialize as anticipated.

FIXED-INCOME SECURITIES: Subject to credit risk, interest rate risk and
liquidity risk. Credit risk relates to the ability of an issuer to make
payments of principal and interest when due and includes the risk of
default. Interest rate risk relates to changes in a security's value as a
result of changes in interest rates. Generally, the value of fixed-income
securities rises when prevailing interest rates fall and falls when
interest rates rise. Lower-quality fixed-income securities may be subject
to these risks to a greater extent than other fixed-income securities.

FOREIGN SECURITIES: May be affected by foreign currency fluctuations, higher
volatility than U.S. securities and limited liquidity. Political, economic
and information risks are also associated with foreign securities. These
investments may also be affected by the conversion of the currency of
several European countries to the "euro" currency. Investments in emerging
markets may be subject to these risks to a greater extent than those in
more developed markets.

REITs: Subject to changes in underlying real estate values, rising interest
rates, limited diversification of holdings, higher costs and prepayment
risk associated with related mortgages.

EVALUATING THE FUND'S PAST PERFORMANCE
The bar chart and table shown below give an indication of the risks of investing
in Nvest Star Advisers Fund. The Fund's past performance does not necessarily
indicate how it will perform in the future.

The bar chart shows the Fund's total returns for Class Y shares for each
calendar year since it first offered Class Y shares. The returns for Class A, B
and C shares are generally lower than the Class Y returns shown in the bar chart
because of the sales charges and higher expenses of those classes.

(total return)
1995 34.8%
1996 19.6%
1997 20.5%
1998 19.6%

/\ Highest Quarterly Return: Fourth Quarter 1998, up 20.7%
\/ Lowest Quarterly Return: Third Quarter 1998, down 13.2%

The table below shows the Fund's average annual total returns for the one-year
and since-inception periods compared to those of the Standard & Poor's Composite
Index of 500 Stocks ("S&P 500"), a market value-weighted, unmanaged index of
common stock prices for 500 selected stocks. The returns are also compared to
the Lipper Growth Fund and Morningstar Mid Cap Growth Averages, each an average
of the total returns of all mutual funds with an investment style similar to
that of the Fund as calculated by Lipper, Inc. and Morningstar, Inc. You may not
invest directly in an index. The Fund's total returns reflect the expenses of
the Fund's Class Y shares. The S&P 500 returns have not been adjusted for
ongoing management, distribution and operating expenses applicable to mutual
fund investments. The Lipper Growth Fund Average and Morningstar Mid Cap Growth
Average returns have been adjusted for these expenses.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(for the periods ended December 31, 1998) PAST 1 YEAR SINCE INCEPTION
- --------------------------------------------------------------------------------
Nvest Star Advisers Fund: Class Y
(inception 11/15/94) 19.6% 22.0%
S&P 500 28.5% 29.2%
Lipper Growth Fund Average
(calculated from 11/30/94) 22.9% 24.0%
Morningstar Mid Cap Growth Average
(calculated from 11/30/94) 18.0% 20.9%
- --------------------------------------------------------------------------------

For the actual past expenses of Class Y shares, see the section entitled "Fund
Fees & Expenses." Ticker Symbol: Class Y
<PAGE>
[graphic omitted] Goals, Strategies & Risks
-------------------------
STAR ADVISERS FUND -
MORE ON INVESTMENT STRATEGIES

The Fund's portfolio is divided among four different subadvisers set forth
below. These subadvisers pursue the Fund's overall goal by employing the
strategies and techniques described below.

HARRIS ASSOCIATES

The segment of the Star Advisers Fund managed by Harris Associates will invest
primarily in common stock of large capitalization companies which Harris
Associates believes are trading at a substantial discount to the company's "true
business value."

|| Discounted share price compared to "true business value"

|| Positive free cash flow

|| Competitive return on equity

|| High level of insider ownership

|| Favorable earnings growth potential

In making investment decisions, Harris Associates generally employs the
following methods:

o Investments are continuously monitored by both analysts and a pricing
committee that sets specific "buy" and "sell" targets for each company.
These targets are adjusted periodically to reflect changes in a company's
fundamentals. Harris Associates will generally buy a stock for this segment
of the Fund when it sells for a price below 60% of its estimated worth, and
will generally sell a stock when it approaches 90% of its estimated worth.

LOOMIS SAYLES
The segment of the Star Advisers Fund managed by Loomis Sayles will invest
primarily in common stocks with a market capitalization, at the time of the
investment, within the range of the market capitalization of those companies
constituting the Russell 2500 Index. Loomis Sayles may also invest up to 35% of
its segment's assets in companies with larger capitalization levels. Loomis
Sayles seeks to achieve the objective of the Fund by emphasizing both
undervalued securities and securities with significant growth potential. This
segment of the Fund is value-oriented with emphasis on security selection rather
than sector rotation and market timing. The securities selected by Loomis Sayles
for the segment typically have the following characteristics relative to those
companies constituting the Russell 2500 Index:

|| Above average growth rates || Higher than average cash flows
|| Low price-to-earnings ratio || Strong balance sheets

Loomis Sayles will build a core portfolio of companies which in its opinion
possess the attributes set forth above. It will also invest a smaller portion of
the segment's assets in companies which it believes are undergoing a "special
situation" or turnaround. These types of companies may have experienced
significant business problems but, in the opinion of Loomis Sayles, have
favorable prospects for recovery.

In making investment decisions, Loomis Sayles generally employs the following
methods:

o It begins with a universe of approximately 3,000 companies, identified
through the intensive research of Loomis Sayles analysts. This research
consists of broad, in-depth coverage, including regular contact with
company management, near- and long-term projections of company fundamentals
and evaluations of potential earnings growth. The market capitalization of
these companies will generally be within the range of the Russell 2500
Index.

o Next, the portfolio managers with the assistance and guidance of the Loomis
Sayles analysts put the companies through several screens to determine
which companies provide the best earnings growth potential while at the
same time appear to be the most undervalued by the market relative to the
Russell 2500 Index.

o Out of the remaining candidates, Loomis Sayles builds a diversified
portfolio across many economic sectors so that the portfolio is protected
against the inherent volatility of small capitalization companies.

o Investments are continuously monitored by analysts and portfolio managers.
The analysts and portfolio managers will evaluate the companies as to
whether they continue to possess the same fundamental characteristics for
growth which made them candidates for investment originally.

o Loomis Sayles will sell a position when earnings growth falls below the
market average, when the fundamental outlook is deteriorating or when other
more favorable opportunities arise.

JANUS
The segment of the Star Advisers Fund managed by Janus will invest substantially
all of its assets in common stocks of companies in the U.S. and foreign
(including emerging) markets. Janus takes a bottom-up approach in managing its
segment of the Fund which means that it seeks to identify individual companies
with good earnings growth potential that may not be recognized by the market at
large. Although themes may emerge, securities are generally selected without
regard to any defined industry sector or other similarly defined selection
procedure. Realization of income is not a significant investment consideration
for this segment of the Fund. Generally, Janus seeks companies which, in Janus'
opinion, possess the following attributes:

|| Strong competitive position in a particular industry

|| Secure current and expected financial position

|| Proven and capable management teams

|| Attractive valuations relative to growth prospects and peer group

|| High return on equity || Special situation or catalyst

In making investment decisions, Janus employs the following methods:

o Janus' analysis and selection process focuses on stocks that, in its
opinion, possess earnings growth potential that may not be recognized by
the market.

o Janus does not focus on particular market capitalization. The companies it
selects to include in its segment may be of any size, including large,
well-established companies as well as medium and smaller emerging growth
companies.

o During its selection process, Janus may also look for "special situation"
companies. A special situation may include significant changes in a
company's allocation of existing capital, a restructuring of assets or a
redirection of free cash flows. Special situations may also exist where
there is a change in a company's management or business strategy.

o Investments are continuously monitored by analysts and portfolio managers.
The analysts and portfolio managers will evaluate the companies to
determine whether they continue to possess the same fundamental
characteristics for growth which made them candidates for purchase
originally.

o Janus will generally sell a position when earnings growth falls below the
market average, the fundamental outlook is deteriorating or when other more
appealing investment opportunities arise.

KOBRICK

The segment of the Star Advisers Fund managed by Kobrick will, under normal
conditions, invest substantially in equity securities of companies with small,
medium and large capitalizations, including those Kobrick believes are
undervalued special situations and emerging growth companies. This approach
provides Kobrick with flexibility to emphasize in the Fund companies with
different capitalizations as market conditions change. Kobrick considers
emerging growth companies to be those companies which are less mature and have
the potential to grow substantially faster than the economy. Kobrick's bottom-up
approach utilizes fundamental and qualitative analysis to select individual
companies, not sectors, with the greatest potential for growth. In selecting
investments for the Fund, Kobrick generally seeks companies in a wide variety of
industries and considers a variety of factors, including any one or more of the
following:

|| The strength of a company's management team

|| Expected growth in earnings || Relative financial condition

|| Competitive position and business strategy

|| Entrepreneurial character

|| New or innovative products, services or processes

In making investment decisions, Kobrick employs the following four-part
investment approach:

o SCREENING: Kobrick analyzes thousands of companies in order to find a
select group that has the potential to meet its buy disciplines described
below. Many of the companies within this group are special situation
companies which, because of unique circumstances, such as an ability to
fill a particular niche, are attractive investments.

o PORTFOLIO CONSTRUCTION: Kobrick applies buy disciplines which emphasize
strong management, compelling valuations and high earnings growth. At the
core of this approach is regular contact with a company's management team
to assess its ability to execute the company's strategy. Kobrick considers
potential risk in selecting securities to construct a diversified portfolio
that limits volatility.

o PORTFOLIO SUPERVISION: Kobrick closely monitors each holding in the Fund's
portfolio to determine whether it continues to possess the factors
identified when the original investment was made. This process includes
continuous review of absolute and relative valuations, evaluation of
management's execution of the company's strategy and assessment of the
company's prospects relative to the overall economic, political and
financial environment.

o PORTFOLIO REALIGNMENT: Kobrick will generally sell a position when its
target price, which is continuously evaluated, is reached, when there is a
change in a company's management or strategy, or when a company fails to
execute its strategy.
<PAGE>
[graphic omitted] Goals, Strategies & Risks FUND FOCUS
------------------------- Stability Income Growth
NVEST STAR WORLDWIDE FUND -----------------------
High X
ADVISER: Nvest Funds Management, L.P. --------- ------ ------
("Nvest Mangement") Mod.
--------- ------ ------
SUBADVISERS: Harris Associates L.P. Low X X
("Harris Associates")

Janus Capital Corporation ("Janus")

Montgomery Asse Management LLC
("Montgomery")

CATEGORY: All-Cap Equity

INVESTMENT GOAL
The Fund seeks long-term growth of capital.

The Fund's investment goal may be changed without shareholder approval.

INVESTMENT STRATEGIES
The Fund seeks to attain its goal by investing substantially all of its assets
in equity securities. The Fund is a global mutual fund, which means that it will
seek to invest in equity securities traded on foreign stock markets as well as
the markets of the United States. Foreign markets represent two-thirds of the
value of all stocks traded in the world and offer opportunities for investment
in addition to those found in the United States. Foreign markets may be located
in large, developed countries such as Great Britain or in smaller, developing
markets like Singapore.

Nvest Management allocates capital invested in the Fund equally among its four
segments which are managed by the three subadvisers listed above. Each
subadviser manages its segment of the Fund's assets in accordance with its own
investment style and strategy.

Aside from investing primarily in equity securities of foreign and domestic
companies, the Fund may:

o Enter into options, futures, swap contracts and currency hedging
transactions.

o Invest up to 35% of its assets in fixed-income securities, including
government bonds and lower-quality debt securities.

o Invest in convertible preferred stock and convertible debt securities.

o Purchase U.S. government securities, certificates of deposit, commercial
paper, and/or high quality debt securities or hold cash for temporary
defensive purposes in response to adverse market, economic or political
conditions. Such positions may prevent the Fund from achieving its goal.

o Invest in real estate investment trusts ("REITs").

For more detailed information on each subadviser's investment strategies please
refer to the section entitled "Star Worldwide Fund -- More On Investment
Strategies."

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report (see back cover).

PRINCIPAL INVESTMENT RISKS OF THE FUND

EQUITY SECURITIES: Subject to market risks. This means that you may lose money
on your investment due to unpredictable drops in a stock's value or periods
of below-average performance in a given stock or in the stock market as a
whole. Small capitalization companies may be subject to more abrupt price
movements, limited markets and less liquidity than larger, more established
companies.

FOREIGN SECURITIES: May be affected by foreign currency fluctuations, higher
volatility than U.S securities and limited liquidity. Political, economic
and information risks are also associated with foreign securities. These
investments may also be affected by the conversion of the currency of
several European countries to the "euro" currency. Investments in emerging
markets may be subject to these risks to a greater extent than those in
more developed markets.

FIXED-INCOME SECURITIES: Subject to credit risk, interest rate risk and
liquidity risk. Credit risk relates to the ability of an issuer to make
payments of principal and interest when due and includes the risk of
default. Interest rate risk relates to changes in a securities value as a
result of changes in interest rate. Generally, the value of fixed-income
securities rises when prevailing interest rates fall and falls when
interest rates rise. Lower-quality fixed-income securities may be subject
to these risks to a greater extent than other fixed-income securities.

REITs: Subject to changes in underlying real estate values, rising interest
rates, limited diversification of holdings, higher costs and prepayment
risk associated with related mortgages.

EVALUATING THE FUND'S PAST PERFORMANCE

The bar chart and table shown below give an indication of the risks of investing
in Nvest Star Worldwide Fund. The returns shown are those of the Fund's Class A,
B and C shares which are not offered in this Prospectus. Class Y shares would
have substantially similar annual returns because they would be invested in the
same portfolio of securities as the Class A, B and C shares and would only
differ to the extent that the classes do not have the same expenses. The Fund's
past performance does not necessarily indicate how it will perform in the
future.

The bar chart shows the Fund's total returns for Class A shares for each
calendar year since its first full year of operations. The returns for Class B
and C shares differ from the Class A returns shown in the bar chart, depending
upon the respective expenses of each class. The chart does not reflect any sales
charge that you may be required to pay when you buy or redeem the Fund's shares.
A sales charge will reduce your return.

(total return)
1996 16.7%
1997 12.7%
1998 4.0%

/\ Highest Quarterly Return: Fourth Quarter 1998, up 17.0%
\/ Lowest Quarterly Return: Third Quarter 1998, down 16.9%

The table below shows the Fund's average annual total returns for the one-year
and since-inception periods compared to those of the Morgan Stanley Capital
International World Index ("MSCI World Index"), an unmanaged index of stocks
throughout the world. The returns are also compared to the Lipper Global Fund
and Morningstar World Stock Averages, each an average of the total returns of
all mutual funds with an investment style similar to that of the Fund as
calculated by Lipper, Inc. and Morningstar, Inc. You may not invest directly in
an index. The Fund's total returns reflect the maximum sales charge that you may
pay when you buy or redeem the Fund's shares. The MSCI World Index returns have
not been adjusted for ongoing management, distribution and operating expenses
and sales charges applicable to mutual fund investments. The Lipper Global Fund
Average and Morningstar Worldstock Average returns have been adjusted for these
fees but do not reflect sales charges.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AVERAGE ANNUAL TOTAL RETURNS *The inception date of the
(for the periods ended December 31, 1998) PAST 1 YEAR SINCE INCEPTION* Fund's Class A, B and C shares
- -------------------------------------------------------------------------------- is December 29, 1995.
Nvest Star Worldwide Fund: Class A -2.0% 8.8%
Nvest Star Worldwide Fund: Class B -1.7% 9.3%
Nvest Star Worldwide Fund: Class C 2.3% 10.2%
MSCI World Index 24.8% 18.2%
Lipper Global Fund Average 14.5% 14.7%
Morningstar World Stock Average 11.6% 12.8%
- --------------------------------------------------------------------------------
For the expenses of Class Y shares, see the section entitled "Fund Fees & Expenses."
</TABLE>
<PAGE>
[graphic omitted] Goals, Strategies & Risks
-------------------------
STAR WORLDWIDE FUND -
MORE ON INVESTMENT STRATEGIES

The Fund's portfolio is divided among three different subadvisers set forth
below. These subadvisers pursue the Fund's overall goal by employing the
strategies and techniques described below.

HARRIS ASSOCIATES -- U.S. SEGMENT
The U.S. segment of the Fund is subadvised by Harris Associates and will
primarily invest in common stock of large capitalization companies which Harris
Associates believes are trading at a substantial discount to the company's "true
business value."

Harris Associates uses a value-oriented investment philosophy to arrive at its
opinion of a company's "true business value." This philosophy is based on its
belief that over time a stock's market price and value will converge. Harris
Associates believes that this philosophy provides the best opportunity to
achieve long-term capital growth and therefore uses this philosophy to locate
companies with the following characteristics, although not all of the companies
selected by Harris Associates will have these attributes:

|| Discounted share price compared to "true business value"

|| Positive free cash flow

|| Competitive return on equity || High level of insider ownership

|| Favorable earnings growth potential

In making investment decisions, Harris Associates generally employs the
following methods:

o Harris Associates uses a fundamental bottom-up approach. This means that
Harris focuses on individual companies rather than macroeconomic factors or
specific industries. Each company is analyzed on a case-by-case basis to
select those which meet Harris' standards of quality and value.

o Investments are continuously monitored by both analysts and a pricing
committee that sets specific "buy" and "sell" targets for each company.
These targets are adjusted periodically to reflect changes in a company's
fundamentals. Harris Associates will generally buy a stock for this segment
of the fund when it sells for a price below 60% of its estimated worth, and
will generally sell a stock when it approaches 90% of its estimated worth.

HARRIS ASSOCIATES -- INTERNATIONAL SEGMENT
In managing its international segment of the Fund, Harris Associates generally
employs the same screening techniques that it uses for its U.S. segment;
however, due to the inherent risks associated with investing in foreign
securities, Harris Associates evaluates:

|| The relative political and economic stability of the issuer's home country

|| The ownership structure of the company

|| The company's accounting practices

This segment of the Fund may invest in securities traded in both developed and
emerging markets. There are no limits to this segment's geographic asset
distribution, but to provide adequate diversification, this segment of the Fund
will generally be invested in at least five countries outside the United States.

JANUS
The segment of the Fund managed by Janus will invest substantially all of its
assets in common stocks of companies in the U.S. and foreign (including
emerging) markets. Janus takes a bottom-up approach in managing its segment of
the Fund. Though certain trends may emerge, it seeks to identify individual
companies with good earnings growth potential that may not be recognized by the
market at large. Securities are generally selected without regard to any defined
industry sector or other similarly defined selection parameters. Realization of
income is not a significant investment consideration for this segment of the
Fund. Generally, Janus seeks companies which, in Janus' opinion, possess the
following attributes:

|| Strong competitive position in a particular industry

|| Secure current and expected financial position

|| Proven and capable management teams

|| Attractive valuations relative to growth prospects and peer group

|| High return on equity || Special situation or catalyst

In making investment decisions, Janus employs the following methods:

o Janus identifies those companies that in its opinion have the potential to
maintain above-average earnings growth over the near and long term. These
companies may be of any size including small, emerging growth companies as
well as larger, more established companies.

o After these companies are identified, Janus' broad in-depth research
process focuses on each company's near- and long-term projections on its
fundamentals as well as evaluations of current and potential earnings
growth.

o During the research process, Janus may also look for "special situation"
companies. A special situation may include significant changes in a
company's allocation of its existing capital, a restructuring of its
assets, or a redirection of its free cash flows. Special situations may
also exist where there is a change in management or business strategy.

o Janus will generally sell a position when earnings growth falls below the
market average, the fundamental outlook is deteriorating or other more
appealing investment opportunities arise.

MONTGOMERY
Montgomery will invest at least 65% of its segment's assets in equity securities
of companies of any size located throughout the world. This global equities
investment strategy employs a bottom-up selection process complemented by
proprietary sector and country research. Montgomery's process is distinguished
by extensive use of primary (original) research as opposed to secondary (broker)
research and global sector specialization. The end result is a global equity
portfolio diversified across industries and countries, designed to deliver
consistent returns versus a designated benchmark.

In making investment decisions, Montgomery employs the following methods:

o Primary (original) research is the foundation of Montgomery's investment
process and should be distinguished from secondary (broker) research. Its
team of global equity analysts' primary responsibilities are allocated on a
global sector basis. Sector analysis is bottom-up in nature and supports
Montgomery's specific security research. Analysts' secondary
responsibilities are allocated on a country basis. Country research is a
valuable complement to its bottom-up sector and specific security work, and
is focused on macroeconomic and sociopolitical forces that impact markets,
sectors and companies that they follow. Roughly 85% of the analysts' time
is spent on specific security and sector research, 15% on country research.

o Montgomery's investment process begins with its original ideas. New ideas
are generated from both primary research and strategic universe screening
with the assistance of Montgomery's advanced information technology.
Montgomery's goal is to identify companies that are attractive on the basis
of valuation, near-term earnings/business momentum, and long-term projected
earnings growth.

o A formal process to evaluate the new ideas generated from sector-level
analysis and strategic universe screening results in a short list of
potential investments warranting further research. All potential
investments are subjected to rigorous fundamental analysis before a
recommendation to buy is made.

o At Montgomery, security selection is a result of a peer review process
conducted by sector/country specialists and senior portfolio management.
The peer review process encourages thorough research, accountability and
articulation of analysis. Value is added through earnings estimates that
are different from the analysts' consensus and analysts' insight to
companies' ratings within their peer groups.

o Investments are monitored continuously versus Montgomery's price objective
and their respective peer groups, to identify potential deterioration in
any of the fundamental reasons for purchase.

o Specific factors that bring about a decision to sell in Montgomery's
process include but are not limited to: premium valuation, negative
business momentum, lack of management credibility, and accessibility and
competitive force-out.
<PAGE>

[graphic omitted] FUND FEES & EXPENSES

The following tables describe the fees and expenses that you may pay if you buy
and hold shares of each Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

ALL FUNDS
CLASS Y
- --------------------------------------------------------------------------------
Maximum sales charge (load) imposed on purchases None
Maximum deferred sales charge (load) None
Redemption fees None*

* Generally, a transaction fee will be charged for expedited payment of
redemption proceeds such as by wire or overnight delivery.

ANNUAL FUND OPERATING EXPENSES

(expenses that are deducted from Fund assets, as a percentage of average daily
net assets)

CAPITAL GROWTH AND
GROWTH FUND* GROWTH FUND INCOME FUND
CLASS Y CLASS Y CLASS Y
- --------------------------------------------------------------------------------

Management fees 0.75% 0.67% 0.68%
Distribution and/or service
(12b-1) fees 0.00% 0.00% 0.00%
Other expenses 0.46% 0.20% 0.30%
Total annual fund operating
expenses 1.21% 0.87% 0.98%

BALANCED FUND VALUE FUND
CLASS Y CLASS Y
- ------------------------------------------------------------------

Management fees 0.73% 0.72%
Distribution and/or service
(12b-1) fees 0.00% 0.00%
Other expenses 0.17% 0.29%
Total annual fund operating expenses 0.90% 1.01%

STAR
STAR SMALL STAR ADVISERS WORLDWIDE
CAP FUND* FUND FUND*
CLASS Y CLASS Y CLASS Y
- --------------------------------------------------------------------------------

Management fees 1.05% 1.05% 1.05%
Distribution and/or service
(12b-1) fees 0.00% 0.00% 0.00%
Other expenses 0.77% 0.32% 0.79%
Total annual fund operating expense 1.82% 1.37% 1.84%

* Capital Growth Fund, Star Small Cap Fund and Star Worldwide Fund currently do
not offer Class Y shares.

EXAMPLE
This example is intended to help you compare the cost of investing in each Fund
with the cost of investing in other mutual funds.

The example assumes that:

o You invest $10,000 in the Fund for the time periods indicated;

o Your investment has a 5% return each year; and

o The Fund's operating expenses remain the same.

Although your actual costs and returns may be higher or lower, based on these
assumptions your costs would be:

CAPITAL GROWTH FUND GROWTH FUND
CLASS Y CLASS Y
- ------------------------------------------------------------------
1 year $ 123 $ 89
3 years $ 384 $ 278
5 years $ 665 $ 482
10 years $1,466 $1,073
- ------------------------------------------------------------------

GROWTH AND
INCOME FUND BALANCED FUND VALUE FUND
CLASS Y CLASS Y CLASS Y
- --------------------------------------------------------------------------------
1 year $ 100 $ 92 $ 103
3 years $ 312 $ 287 $ 322
5 years $ 542 $ 498 $ 558
10 years $1,201 $1,108 $1,236
- --------------------------------------------------------------------------------
STAR
STAR SMALL CAP FUND STAR ADVISERS FUND WORLDWIDE FUND
CLASS Y CLASS Y CLASS Y
- --------------------------------------------------------------------------------
1 year $ 185 $ 139 $ 187
3 years $ 573 $ 434 $ 579
5 years $ 985 $ 750 $ 995
10 years $2,137 $1,646 $2,159
- --------------------------------------------------------------------------------
<PAGE>

MORE ABOUT RISK

The Funds have principal investment strategies that come with inherent risks.
The following is a list of risks to which each Fund may be subject by investing
in various types of securities or engaging in various practices.

RISK OF SMALL CAPITALIZATION COMPANIES (Capital Growth, Star Advisers, Star
Small Cap and Star Worldwide Funds) These companies carry special risks,
including narrower markets, limited financial and management resources, less
liquidity and greater volatility than large company stocks.

MANAGEMENT RISK (All Funds) The risk that a strategy used by a Fund's portfolio
management may fail to produce the intended result.

CREDIT RISK (All Funds) The risk that the issuer of a security, or the
counterparty to a contract, will default or otherwise become unable to honor a
financial obligation.

CURRENCY RISK (All Funds except Capital Growth Fund) The risk that fluctuations
in the exchange rates between the U.S. dollar and foreign currencies may
negatively affect an investment.

EMERGING MARKETS RISK (Star Advisers, Star Small Cap and Star Worldwide Funds)
The risk associated with developing securities markets of smaller sizes or with
short operating histories. Emerging markets involve risks in addition to and
greater than those generally associated with investing in developed foreign
markets. The extent of economic development, political stability, market depth,
infrastructure and capitalization, and regulatory oversight in emerging market
economies is generally less than in more developed markets.

LEVERAGE RISK (All Funds) The risk associated with securities or practices (e.g.
borrowing) that multiply small index or market movements into large changes in
value. When a derivative security (a security whose value is based on another
security or index) is used as a hedge against an offsetting position that a Fund
also holds, any loss generated by the derivative security should be
substantially offset by gains on the hedged instrument, and vice versa. To the
extent that a Fund uses a derivative security for purposes other than as a
hedge, that Fund is directly exposed to the risks of that derivative security
and any loss generated by the derivative security will not be offset by a gain.

INFORMATION RISK (All Funds) The risk that key information about a security is
inaccurate or unavailable.

OPPORTUNITY RISK (All Funds) The risk of missing out on an investment
opportunity because the assets necessary to take advantage of it are tied up in
less profitable investments.

LIQUIDITY RISK (All Funds) The risk that certain securities may be difficult or
impossible to sell at the time and at the price that the seller would like. This
may result in a loss or may be costly to a Fund. These types of risks may apply
to restricted securites, Section 4(2) Commercial Paper or Rule 144A securities.

CORRELATION RISK (All Funds) The risk that changes in the value of a hedging
instrument will not match those of the asset being hedged.

EXTENSION RISK (Balanced, Star Advisers, Star Small Cap and Star Worldwide
Funds) The risk that an unexpected rise in interest rates will extend the life
of a mortgage- or asset-backed security beyond the expected prepayment time,
typically reducing the security's value.

VALUATION RISK (All Funds) The risk that a Fund has valued certain securities at
a higher price than it can sell them for.

PREPAYMENT RISK (Balanced, Star Advisers, Star Small Cap and Star Worldwide
Funds) The risk that unanticipated prepayments may occur, reducing the value of
mortgage- or asset-backed securities, or real estate investment trusts.

POLITICAL RISK (All Funds) The risk of losses directly attributable to
government or political actions.

The Nvest Funds family includes 25 mutual funds with a total of over $8 billion
in assets under management as of December 31, 1999. Nvest Funds are distributed
through Nvest Funds Distributor, L.P. (the "Distributor"). This Prospectus
covers Class Y shares of Nvest Stock Funds and Nvest Star Funds (the "Funds" or
each a "Fund"), which along with Nvest Bond Funds, Kobrick Funds and Nvest State
Tax-Free Funds, constitute the "Nvest Funds." Nvest Cash Management Trust Money
Market Series and Nvest Tax Exempt Money Market Trust constitute the "Money
Market Funds."

NVEST FUNDS MANAGEMENT, L.P.
Nvest Management, located at 399 Boylston Street, Boston, Massachusetts 02116,
serves as the adviser to each Fund except Growth Fund (for which CGM serves as
adviser). Nvest Management is a subsidiary of Nvest Companies, L.P. ("Nvest
Companies"), which is part of an affiliated group including Nvest, L.P., a
publicly-traded company listed on the New York Stock Exchange (the "Exchange").
Nvest Companies' 14 principal subsidiary or affiliated asset management firms,
collectively, had more than $127 billion in assets under management as of
September 30, 1999. Nvest Management oversees, evaluates and monitors the
subadvisory services provided to each Fund except Growth Fund. It also provides
general business management and administration to the Funds. Nvest Management,
however, does not determine what investments will be purchased by the Funds. The
subadvisers listed below and CGM make the investment decisions for their
respective Fund.

The combined advisory and subadvisory fees paid by each Fund (except Growth
Fund) in 1998 as a percentage of each Fund's average daily net assets were 0.75%
for Capital Growth Fund, 0.68% for Growth and Income Fund, 0.72% for Value Fund,
0.73% for Balanced Fund, 1.05% for Star Advisers Fund, 1.05% for Star Small Cap
Fund and 1.05% for Star Worldwide Fund.

SUBADVISERS OF STOCK FUNDS
LOOMIS SAYLES, located at One Financial Center, Boston, Massachusetts 02111,
serves as subadviser to VALUE and BALANCED Funds. Loomis Sayles is a subsidiary
of Nvest Companies. Founded in 1926, Loomis Sayles is one of America's oldest
and largest investment advisory firms with over $71 billion in assets under
management. Loomis Sayles is well known for its professional research staff,
which is one of the largest in the industry.

WESTPEAK, located at 1011 Walnut Street, Boulder, Colorado 80302, serves as
subadviser to GROWTH AND INCOME Fund and CAPITAL GROWTH Fund. Westpeak is a
subsidiary of Nvest Companies. Founded in 1991, Westpeak manages over $6 billion
in assets for mutual funds and other institutional clients, including accounts
of New England Financial.

CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP (ADVISER)
CGM, located at One International Place, Boston, Massachusetts 02110, has served
as adviser to GROWTH FUND since CGM's inception in 1989. It also serves as
investment adviser to six additional mutual funds and various institutional
investors. CGM is an affiliate of Nvest Companies and has grown to manage over
$8 billion in assets. In 1998, Growth Fund paid 0.67% of its average daily net
assets to CGM in advisory fees.

SUBADVISERS OF STAR FUNDS
HARRIS ASSOCIATES, located at Two North LaSalle Street, Chicago, Illinois 60602,
serves as subadviser to segments of the Star Advisers, Star Worldwide and Star
Small Cap Funds. Harris Associates, a subsidiary of Nvest Companies, manages
over $17 billion in assets, and, together with its predecessor, has managed
mutual funds since 1970. It also manages investments for other mutual funds as
well as assets of individuals, trusts, retirement plans, endowments,
foundations, and several private partnerships.

LOOMIS SAYLES, located at One Financial Center, Boston, Massachusetts, 02111,
serves as subadviser to segments of the Star Advisers Fund and Star Small Cap
Fund. Founded in 1926, Loomis Sayles is one of America's oldest and largest
investment advisory firms with over $71 billion in assets under management.
Loomis Sayles, a subsidiary of Nvest Companies, is well known for its
professional research staff, which is one of the largest in the industry.

KOBRICK, located at 101 Federal Street, Boston, Massachusetts 02110, serves as
subadviser to the Star Advisers Fund. Kobrick is a subsidiary of Nvest
Companies. Kobrick, the predecessor to which was formed in 1997, focuses
primarily on managing growth-oriented equity funds, including three mutual
funds.

JANUS, located at 100 Fillmore Street, Denver, Colorado 80206, serves as a
subadviser to segments of the Star Advisers and Star Worldwide Funds. Janus has
managed mutual funds since 1970 and also advises individual, corporate,
charitable and retirement accounts. Kansas City Southern Industries Inc.,
("KCSI") a publicly traded holding company, owns approximately 83% of the
outstanding voting stock of Janus. Thomas H. Baily, President and Chairman of
the Board of Janu s, owns approximately 12% of its voting stock and, by
agreement with KCSI, selects a majority of Janus' Board.

MONTGOMERY, located at 101 California Street, San Francisco, California 94111,
serves as subadviser to the Star Small Cap Fund and Star Worldwide Fund.
Montgomery was formed in 1990 and advises institutional separate accounts as
well as a family of no-load mutual funds. Montgomery is a subsidiary of
Commerzbank AG, a German commercial bank.

RS INVESTMENT MANAGEMENT, located at 555 California Street, San Francisco,
California 94104, (formerly Robertson, Stephens & Company Investment Management,
L.P.) serves as subadviser to a segment of the Star Small Cap Fund . RS
Investment Management was formed in 1993 and provides investment advisory
services to both private and public investment funds. On February 26, 1999,
Robertson Stephens Investment Management Co. LLC purchased Robertson Stephens
Investment Management Co. Inc. and its subsidiary, RS Investment Management from
BankAmerica Corporation. The Fund's Board of Trustees approved the continuation
of the Fund's arrangement with RS Investment Management following consummation
of the transaction.

SUBADVISORY AGREEMENTS
Each Fund has received an exemptive order from the Securities and Exchange
Commission (the "SEC") which permits Nvest Management to amend or continue
existing subadvisory agreements when approved by the Fund's Board of Trustees,
without shareholder approval. The exemption also permits Nvest Management to
enter into new subadvisory agreements with subadvisers that are not affiliated
with Nvest Management, if approved by the Fund's Board of Trustees. Shareholders
will be notified of any subadviser changes.

PORTFOLIO TRADES
In placing portfolio trades, a Fund's subadviser may use brokerage firms that
market the Fund's shares or are affiliated with Nvest Companies, Nvest
Management or any of the subadvisers. In placing such trades the subadvisers
will seek to obtain the best combination of price and execution, which involves
a number of judgmental factors. Such Fund trades are subject to applicable
regulatory restrictions and related procedures adopted by the Fund's Board of
Trustees.
<PAGE>
Management Team [graphic omitted]
---------------
MEET THE FUNDS' PORTFOLIO MANAGERS
G. KENNETH HEEBNER
G. Kenneth Heebner has managed GROWTH FUND since 1976. In 1989, Mr. Heebner
co-founded and is currently senior portfolio manager of CGM. He is also a
Chartered Financial Analyst. Mr. Heebner received a B.S. from Amherst College
and an M.B.A. from Harvard Business School, and is a highly regarded 34 year
veteran of the investment industry.

GERALD H. SCRIVER
Gerald Scriver has managed GROWTH AND INCOME FUND since May 1995 and CAPITAL
GROWTH FUND since February 1998. Mr. Scriver is the founder, President and Chief
Executive Officer of Westpeak Investment Advisors. Mr. Scriver is a graduate of
the State University of N.Y. at Buffalo and has over 33 years of investment
experience.

LAURIANN KLOPPENBURG
Lauriann Kloppenburg has co-managed VALUE FUND since August 1998. Ms.
Kloppenburg is Vice President and Director of Equity Research at Loomis Sayles.
She is also a Chartered Financial Analyst. Ms. Kloppenburg received her B.A.from
Wellesley College and has over 16 years of investment experience.

JEFFREY W. WARDLOW
Jeffrey Wardlow has co-managed VALUE FUND since August 1998 and the equity
portion of BALANCED FUND since August 1998. Mr. Wardlow, Vice President of
Loomis Sayles, joined the company over 10 years ago. Mr. Wardlow received both
his B.B.A. and his M.B.A. from Michigan State University and has over 16 years
of investment experience.

JOHN HYLL
John Hyll has served the fixed-income portion of BALANCED FUND as co-manager
from 1994 until August 1999 and as manager thereafter. Mr. Hyll, Vice President
of Loomis Sayles, joined the company in 1989. He received his B.A. and his
M.B.A. from Baldwin-Wallace College and has over 15 years of investment
experience.

GREGG WATKINS
Gregg Watkins has co-managed the equity portion of BALANCED FUND since August
1988. Mr. Watkins, Vice President of Loomis Sayles, joined the company in 1991.
He is also a Chartered Financial Analyst. Mr. Watkins received his B.A. from
Yale University and his M.B.A. from Wayne State University and has over 14 years
of investment experience.

STAR SMALL CAP FUND

CHRISTOPHER R. ELY
Mr. Ely has co-managed the Loomis Sayles segment of the Star Small Cap Fund
since its inception in December 1996. Mr. Ely, Vice President of Loomis Sayles,
joined the firm in 1996. He also manages the Loomis Sayles Small Cap Growth
Fund. Prior to joining Loomis Sayles, Mr. Ely was Senior Vice President and
Portfolio Manager at Keystone Investment Management Company, Inc. He holds a
B.A. from Brown University and an M.B.A. from Babson College. He has 20 years of
investment management experience.

PHILIP C. FINE
Dr. Fine has co-managed the Loomis Sayles segment of the Star Small Cap Fund
since its inception. Dr. Fine, Vice President of Loomis Sayles, joined the firm
in 1996. He also manages the Loomis Sayles Small Cap Growth Fund. Prior to
joining Loomis Sayles, Dr. Fine was a Vice President and Portfolio Manager at
Keystone Investment Management Company, Inc. He received an A.B. and a Ph.D.
from Harvard University. He has 11 years of investment management experience.

DAVID L. SMITH
Mr. Smith has co-managed the Loomis Sayles segment of the Star Small Cap Fund
since its inceptio n. Mr. Smith, Vice President of Loomis Sayles, joined the
firm in 1996. He also manages the Loomis Sayles Small Cap Growth Fund. Prior to
joining Loomis Sayles, Mr. Smith was a Vice President and Portfolio Manager at
Keystone Investment Management Company, Inc. He holds an M.B.A. from Cornell
University and a B.A. from the University of Massachusetts at Amherst. He has 13
years of investment management experience.

JAMES P. BENSON
Mr. Benson has served as co-manager of the Harris Associates segment of the Star
Small Cap Fund since November 23, 1999. Mr. Benson joined Harris Associates in
1997 as an investment analyst. Prior to joining Harris, he served as an
executive vice president and director of equity research for Ryan Beck & Co. Mr.
Benson holds an M.M. in Finance from Northwestern University and a B.A. in
Economics and Computer Sciences from Westminster College. He is a Chartered
Financial Analyst with 18 years of investment experience.

STEVEN J. REID
Mr. Reid has served as portfolio manager of the Harris Associates segment of the
Star Small Cap Fund since its inception. Mr. Reid has also managed the Oakmark
Small Cap Fund since its inception in November 1995. Mr. Reid, Vice President of
Harris Associates, joined the firm in 1980. Mr. Reid is a Chartered Financial
Analyst. He holds a B.A. from Roosevelt University. He has 12 years of
investment experience.

KATHRYN PETERS
Ms. Peters has served as portfolio manager of Montgomery's segment of the Star
Small Cap Fund since March 1999. Ms. Peters, Portfolio Manager and Principal of
Montgomery, joined the firm in January 1995. She also manages the Montgomery U.
S. Emerging Growth Fund. Prior to joining Montgomery she was an associate in the
investment banking division of Donaldson, Lufkin & Jenrette. Ms. Peters is a
graduate of Boston College and holds an M.B.A. from Harvard University. She has
12 years of investment management experience.

JOHN L. WALLACE
Mr. Wallace has served the RS Investment Management segment of the Star Small
Cap Fund as portfolio manager from that Fund's inception until October 1997 and
as co-portfolio manager thereafter. He also serves as portfolio manager to the
RS Growth & Income Fund as well as the RS Diversified Growth Fund. Mr. Wallace,
Vice President of RS Investment Management, joined the firm in 1995. Prior to
joining RS Investment Management, Mr. Wallace managed over $4 billion in assets
at Oppenheimer as portfolio manager of Main Street Income & Growth Fund and
Total Return Fund. He holds a B.A. from the University of Idaho and an M.B.A.
from Pace University. He has 18 years of investment experience.

JOHN H. SEABERN
Mr. Seabern has served as co-portfolio manager for the RS Investment Management
segment of the Star Small Cap Fund since October 1997. Mr. Seabern, Vice
President of RS Investment Management, joined the firm in 1993. He is also
co-manager of the RS Diversified Growth Fund. Prior to joining RS Investment
Management, he served as a performance analyst at Duncan-Hurst Capital
Management. Mr. Seabern holds a B.S. degree in finance from the University of
Colorado and has 8 years of investment management experience.

STAR ADVISERS FUND

ROBERT J. SANBORN
Mr. Sanborn has managed the Harris Associates segment of the Star Advisers Fund
since June 1997 and Harris Associates domestic segment of the Star Worldwide
Fund since its inception in December 1995. He also has managed the Oakmark Fund
since its inception in August 1991. Mr. Sanborn, Vice President of Harris
Associates, joined the firm in 1988. He is also a Chartered Financial Analyst.
He received an M.B.A. from the University of Chicago, his B.A. from Dartmouth
College, and has 15 years of investment experience.

FREDERICK R. KOBRICK
Frederick R. Kobrick has managed the Kobrick segment of the Star Advisers Fund
since August 23, 1999. Mr. Kobrick also manages Kobrick Capital Fund (since its
inception on December 31, 1997) and Kobrick Emerging Growth Fund (from its
inception on December 31, 1997 until February 1, 1999 and returned as manager on
April 9, 1999). He has been in the investment business for more than 28 years.
For the 12 year period immediately prior to becoming President of the
predecessor to Kobrick Funds LLC in 1997, he was an equity portfolio manager at
State Street Research & Management Company, where he had served as Senior Vice
President since 1989 and as a member of the firm's Equity Investment Committee
since 1985. He received an M.B.A. from Harvard Business School and a B.A. from
Boston University and is also a Chartered Financial Analyst.

MARY C. CHAMPAGNE
Mary C. Champagne has co-managed the Loomis Sayles segment of the Star Advisers
Fund since 1995. Ms. Champagne, Vice President of Loomis Sayles, joined the firm
in 1993. She is also co-manager of the Loomis Sayles Small Cap Value Fund. She
is a Chartered Financial Analyst and a member of the Detroit Financial Analyst
Society. She graduated from Michigan State University where she also earned her
M.B.A. She has 18 years of investment experience.

JEFFREY C. PETHERICK
Mr. Petherick has co-managed the Loomis Sayles segment of the Star Advisers Fund
since its inception in July 1994. Mr. Petherick, Vice President of Loomis
Sayles, joined the firm in 1990. He is also co-manager of the Loomis Sayles
Small Cap Value Fund. He is a Chartered Financial Analyst and a Chartered
Investment Counselor. Mr. Petherick graduated from Albion College and earned an
M.B.A. from the University of Michigan. He has 14 years of investment management
experience.

WARREN B. LAMMERT
Warren B. Lammert has served as portfolio manager for the Janus segment of the
Star Advisers Fund since its inception. Mr. Lammert, Vice President of Janus,
joined the firm in 1987. He is also a Chartered Financial Analyst and portfolio
manager of Janus Mercury Fund. He holds his B.A. from Yale University and his
M.S. from the London School of Economics and has 12 years of investment
experience.

STAR WORLDWIDE FUND

ROBERT J. SANBORN
Mr. Sanborn has managed the Harris Associates U.S. segment of the Star Worldwide
Fund since its inception in December 1995 and Harris Associates segment of the
Star Advisers Fund since June 1997. He also has managed the Oakmark Fund since
its inception in August 1991. Mr. Sanborn, a Vice President of Harris
Associates, joined the firm in 1988. He is also a Chartered Financial Analyst.
He received an M.B.A. from the University of Chicago and a B.A. from Dartmouth
College, and has 15 years of investment experience.

DAVID G. HERRO
Mr. Herro has co-managed the Harris Associates international segment of the Star
Worldwide Fund since the Fund's inception. He also co-manages the Oakmark
International Fund. Mr. Herro, Portfolio Manager at Harris Associates, joined
the firm in 1992. He is a Chartered Financial Analyst and holds an M.A. and a
B.S. from the University of Wisconsin. He has 13 years of investment experience.

MICHAEL J. WELSH
Mr. Welsh has co-managed the Harris Associates international segment of the Star
Worldwide Fund since the Fund's inceptio n. He also co-manages the Oakmark
International Fund. Mr. Welsh, Vice President of Harris Associates, joined the
firm in 1992. He is a Chartered Financial Analyst and a Certified Public
Accountant. He holds an M.M. from Northwestern University and a B.S. from the
University of Kansas, and has 14 years of investment management experience.

HELEN YOUNG HAYES
Ms. Hayes has served as portfolio manager of the Janus segment of the Star
Worldwide Fund since its inception. Ms. Hayes, Vice President of Janus, joined
the firm in 1987 and is also co-portfolio manager of Janus Worldwide Fund. She
is also a Chartered Financial Analyst. She is a graduate from Yale University
and has 12 years investment experience.

LAURENCE CHANG
Mr. Chang has assisted the portfolio manager, Helen Hayes, in the management of
the Janus segment of the Star Worldwide Fund since May 1997. He also assists in
the management of the Janus Worldwide Fund. He received an undergraduate degree
from Dartmouth College and a Masters degree in Political Science from Stanford
University in 1993. Mr. Chang is also a Chartered Financial Analyst. He has 6
years of investment experience.

OSCAR CASTRO
Mr. Castro has co-managed the Montgomery segment of the Star Worldwide Fund
since August 1998. Mr. Castro, Senior Portfolio Manager of Montgomery, has been
employed by the firm since 1993. He also co-manages the Montgomery Global
Opportunities Fund. He is a graduate of Simon Bolivar University and holds an
M.B.A. from Drexel University and has 16 years of investment experience.

JOHN BOICH
Mr. Boich has co-managed the Montgomery segment of the Star Worldwide Fund since
August 1998. Mr. Boich, Senior Portfolio Manager of Montgomery, joined the firm
in 1993. He also co-manages the Montgomery Global Opportunities Fund. He is a
graduate of the University of Colorado and has 14 years of investment
experience.
<PAGE>

Fund Services [graphic omitted]
-------------
IT'S EASY TO OPEN AN ACCOUNT

TO OPEN AN ACCOUNT WITH NVEST FUNDS:

1. Read this Prospectus carefully.

2. Read the following eligibility and minimum investment requirements to
determine if you may purchase Class Y shares.

Class Y shares of the Funds may be purchased by the following entities at the
following investment minimums.

A minimum initial investment is $1 million and $10,000 is the minimum
subsequent investment for:
o Other mutual funds, endowments, foundations, bank trust departments or
trust companies.

There is no initial or subsequent investment minimum for:

o RETIREMENT PLANS (401(a), 401(k), 457 or 403(b) plans) that have total
investment assets of at least $10 million. Plan sponsor accounts can be
aggregated to meet this minimum.

o INSURANCE COMPANY ACCOUNTS of New England Financial, Metropolitan Life
Insurance Company ("MetLife") or their affiliates.

o SEPARATE ACCOUNTS of New England Financial, MetLife, or their
affiliates.

o SPECIAL ACCOUNTS for International Equity Fund (including bank common
trusts, bank collective trust funds and dedicated corporate or trust
funds, such as nuclear decommissioning trusts and hospital depreciation
funds).

o WRAP FEE PROGRAMS of certain broker-dealers not being paid by the Funds,
Nvest Management or the Distributor. Such wrap fee programs may be
subject to additional or different conditions, including a wrap account
fee. Each broker-dealer is responsible for transmitting to its customer
a schedule of fees and other information regarding any such conditions.
If the participant who purchased Class Y shares through a wrap fee
program should terminate the wrap fee arrangement with the
broker-dealer, then the Class Y shares will, at the discretion of the
broker-dealer, automatically be converted to a number of Class A shares
of the same Fund having the same net asset value of the shares
converted, and the broker-dealer may thereafter be entitled to receive
from that Fund an annual service fee of 0.25% of the value of Class A
shares owned by that shareholder.

o CERTAIN INDIVIDUAL RETIREMENT ACCOUNTS if the amounts invested represent
rollover distributions from investments by any of the Retirement Plans
set forth above.

o New England FINANCIAL DEFERRED COMPENSATION PLAN ACCOUNTS for agents,
general agents, directors and senior officers of New England Financial
and its insurance company subsidiaries.

o SERVICE ACCOUNTS through an omnibus account by investment advisers,
financial planners, broker-dealers or other intermediaries who have
entered into a service agreement with a Fund. A fee may be charged to
shareholders purchasing through a service account if they effect
transactions through such parties and should contact such parties
regarding information regarding such fees.

3. You should contact Nvest Funds at 800-225-5478 before attempting to purchase
Fund shares.

4. Use the sections of this Prospectus that follow as your guide for purchasing
shares.

CERTIFICATES
You will not receive certificates representing Class Y shares.

NVEST FUNDS WEB SITE
You may have access to your account 24 hours a day by visiting us online at
www.nvestfunds.com.
<PAGE>

[graphic omitted] Fund Services
-------------
BUYING SHARES

OPENING AN ACCOUNT ADDING TO AN ACCOUNT

THROUGH YOUR INVESTMENT DEALER
o Call your investment dealer for o Call your investment dealer for
information. information.

BY EXCHANGE
[graphic omitted]
o Obtain a current prospectus for the o Call your investment dealer or Nvest
Fund into which you are exchanging Funds at 800-225-5478 to request an
by calling your investment dealer or exchange.
Nvest Funds at 800-225-5478.
o See the section entitled "Exchanging
o Call your investment dealer or Nvest Shares."
Funds to request an exchange.

o See the section entitled "Exchanging
Shares."

o Specify the Fund name, your class of
shares, your account number and the
registered account name(s). Your
bank may charge you for such a
transfer.

TO SELL SOME OR ALL OF YOUR SHARES