NVEST FUNDS TRUST I
497, 2000-07-31
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NVEST STAR ADVISERS FUND
NVEST STAR WORLDWIDE FUND
NVEST STAR SMALL CAP FUND
NVEST STAR VALUE FUND

STATEMENT OF ADDITIONAL INFORMATION -- PART I


MAY 1, 2000 (AS REVISED JULY 31, 2000)



     This  Statement  of  Additional   Information  (the  "Statement")  contains
information  which may be useful to  investors  but which is not included in the
Prospectus of the Nvest Funds listed above (the "Funds" and each a "Fund"). This
Statement is not a  prospectus  and is only  authorized  for  distribution  when
accompanied  or  preceded by the  Prospectus  of the Funds dated May 1, 2000 for
Class A,  Class B and  Class C shares  or the  Prospectus  dated May 1, 2000 for
Class Y shares (the  "Prospectus" or  "Prospectuses").  The Statement  should be
read  together  with the  Prospectus.  Investors  may  obtain a free copy of the
Prospectus from Nvest Funds Distributor,  L.P., Prospectus Fulfillment Desk, 399
Boylston  Street,  Boston,  Massachusetts  02116,  by  calling  Nvest  Funds  at
800-225-5478 or by placing an order online at www.nvestfunds.com.

     Part I of this Statement  contains  specific  information  about the Funds.
Part II includes  information  about the Funds and other Nvest Funds.  The Funds
are each a diversified  fund of Nvest Funds Trust I (the "Trust"),  a registered
open-end management investment company that offers a total of twelve funds.

     The Funds' financial  statements and accompanying  notes that appear in the
Funds' annual and  semi-annual  reports are  incorporated by reference into this
Statement.   Each  Fund's  annual  and  semiannual  report  contains  additional
performance  information  and is available upon request and without  charge,  by
calling 800-225-5478.

                          T a b l e  o f  C o n t e n t s
                                                                            Page
                                                                            ----
                                     PART I

     Investment Restrictions ..............................................   ii
     Fund Charges and Expenses ...........................................   vii
     Ownership of Fund Shares ............................................  xiii
     Investment Performance of the Funds .................................   xiv

                                     PART II

     Miscellaneous Investment Practices ....................................   2
     Management of the Trusts ..............................................  22
     Portfolio Transactions and Brokerage ..................................  38
     Description of the Trusts and Ownership of Shares .....................  45
     How to Buy Shares .....................................................  48
     Net Asset Value and Public Offering Price .............................  49
     Reduced Sales Charges - Class A Shares Only ...........................  50
     Shareholder Services ..................................................  52
     Redemptions ...........................................................  59
     Standard Performance Measures .........................................  61
     Income Dividends, Capital Gain Distributions and Tax Status ...........  66
     Financial Statements ..................................................  68
     Appendix A - Description of Bond Ratings ..............................  69
     Appendix B - Media That May Contain Fund Information ..................  71
     Appendix C - Advertising and Promotional Literature ...................  74
     Appendix D - Portfolio Composition of the High Income, Strategic
             Income, Bond Income and Municipal Income Funds ................  78


                                       i


                                                                       XR33-0700


<PAGE>


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                             INVESTMENT RESTRICTIONS

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

     The following is a description  of  restrictions  on the  investments to be
made by the Funds.  The  restrictions  marked  with an  asterisk  (*) may not be
changed without the vote of a majority of the outstanding  voting  securities of
the relevant Fund (as defined in the Investment  Company Act of 1940, as amended
the "1940  Act").  Except in the case of  restrictions  marked with a dagger (+)
below, the percentages set forth below and the percentage  limitations set forth
in the Prospectus will apply at the time of the purchase of a security and shall
not be  considered  violated  unless an excess  or  deficiency  occurs or exists
immediately after and as a result of a purchase of such security.

NVEST STAR ADVISERS FUND
Nvest Star Advisers Fund (the "Star Advisers Fund") may not:

*(1) With respect to 75% of its total  assets,  invest in the  securities of any
     one  issuer  (other  than  the  U.S.   Government   and  its  agencies  and
     instrumentalities)   if,   immediately  after  and  as  a  result  of  such
     investment,  more than 5% of the total assets of the Fund would be invested
     in such issuer;

*(2) Purchase  any security  (other than U.S.  Government  securities)  if, as a
     result,  more than 25% of the Fund's total assets (taken at current  value)
     would be invested in any one  industry  (in the  utilities  category,  gas,
     electric,  water and  telephone  companies  will be  considered as being in
     separate  industries,  and each foreign country's government (together with
     subdivisions thereof) will be considered to be a separate industry);

(3)  Purchase securities on margin (but it may obtain such short-term credits as
     may be necessary for the  clearance of purchases and sales of  securities),
     or  make  short  sales  except  when,  by  virtue  of  ownership  of  other
     securities,  it has  the  right  to  obtain,  without  payment  of  further
     consideration,  securities equivalent in kind and amount to those sold, and
     the Fund  will not  deposit  or pledge  more  than 10% of its total  assets
     (taken at current value) as collateral  for such sales.  (For this purpose,
     the  deposit  or payment  by the Fund of  initial  or  variation  margin in
     connection with futures  contracts or related  options  transactions is not
     considered the purchase of a security on margin);

(4)  Acquire more than 10% of any class of  securities  of an issuer (other than
     U.S.  Government  securities  and taking all  preferred  stock issues of an
     issuer  as a single  class  and all debt  issues  of an  issuer as a single
     class) or acquire more than 10% of the outstanding  voting securities of an
     issuer;

*(5) Borrow  money in  excess  of 25% of its  total  assets,  and then only as a
     temporary measure for extraordinary or emergency purposes;

(6)  Pledge more than 25% of its total assets (taken at cost).  (For the purpose
     of this  restriction,  collateral  arrangements  with  respect to  options,
     futures  contracts  and options on futures  contracts  and with  respect to
     initial and variation margin are not deemed to be a pledge of assets);

*(7) Make loans, except by entering into repurchase agreements or by purchase of
     bonds, debentures,  commercial paper, corporate notes and similar evidences
     of indebtedness, which are a part of an issue to the public or to financial
     institutions, or through the lending of the Fund's portfolio securities;

*(8) Buy or sell oil, gas or other mineral leases,  rights or royalty contracts,
     real estate or commodities or commodity contracts, except that the Fund may
     buy and sell futures contracts and related options.  (This restriction does
     not prevent the Fund from purchasing  securities of companies  investing in
     the foregoing);

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

(10) Except  to the  extent  permitted  by rule or order of the  Securities  and
     Exchange  Commission  (the  "SEC"),  participate  on a joint or  joint  and
     several  basis in any trading  account in  securities.  (The  "bunching" of
     orders for the purchase or sale of portfolio securities with any investment
     adviser or  subadviser  of the Fund or accounts  under any such

                                       ii

<PAGE>

     investment  adviser's  or  subadviser's   management  to  reduce  brokerage
     commissions to average prices among them or to facilitate such transactions
     is not  considered  a trading  account in  securities  for purposes of this
     restriction);

(11) Write,  purchase  or sell  options,  except  that the  Fund may (a)  write,
     purchase and sell put and call options on securities,  securities  indexes,
     currencies, futures contracts, swap contracts and other similar instruments
     and (b) enter into currency forward contracts;

+(12)Purchase  any illiquid  security if, as a result,  more than 15% of its net
     assets  (taken at  current  value)  would be  invested  in such  securities
     (excluding Rule 144A  securities and certain Section 4(2) commercial  paper
     deemed to be liquid under guidelines  established by the Trust's trustees);
     or

*(13)Issue senior  securities;  (For the purpose of this restriction none of the
     following  is  deemed  to  be  a  senior  security:  any  pledge  or  other
     encumbrance  of assets  permitted  by  restrictions  (3) or (6) above;  any
     borrowing  permitted by restriction (4) above; any collateral  arrangements
     with respect to forward contracts,  options,  futures contracts and options
     on futures contracts and with respect to initial and variation margin;  the
     purchase  or sale of  options,  forward  contracts,  futures  contracts  or
     options on futures  contracts;  and the  issuance  of shares of  beneficial
     interest  permitted  from  time to time by the  provisions  of the  Trust's
     Agreement  and  Declaration  of  Trust  and  by the  1940  Act,  the  rules
     thereunder, or any exemption therefrom.)

     The staff of the SEC is  currently of the view that  repurchase  agreements
     maturing  in more  than  seven  days  are  illiquid  and  thus  subject  to
     restriction (12) above.

NVEST STAR WORLDWIDE FUND
Nvest Star Worldwide Fund (the "Star Worldwide Fund") may not:

(1)  With respect to 75% of its total  assets,  invest in the  securities of any
     one  issuer  (other  than  the  U.S.   Government   and  its  agencies  and
     instrumentalities)   if,   immediately  after  and  as  a  result  of  such
     investment,  more than 5% of the total assets of the Fund would be invested
     in such issuer;

*(2) Purchase  any security  (other than U.S.  Government  securities)  if, as a
     result,  more than 25% of the Fund's total assets (taken at current  value)
     would be invested in any one  industry  (in the  utilities  category,  gas,
     electric,  water and  telephone  companies  will be  considered as being in
     separate  industries,  and each foreign country's government (together with
     all subdivisions thereof) will be considered to be a separate industry);

(3)  Purchase securities on margin (but it may obtain such short-term credits as
     may be necessary for the  clearance of purchases and sales of  securities),
     or make short sales except when it owns or, by virtue of ownership of other
     securities,  it has  the  right  to  obtain,  without  payment  of  further
     consideration, securities equivalent in kind and amount to those sold. (For
     this  purpose,  the deposit or payment by the Fund of initial or  variation
     margin in connection with futures contracts or related options transactions
     is not considered the purchase of a security on margin);

(4)  Acquire more than 10% of any class of  securities  of an issuer (other than
     U.S.  Government  securities  and taking all  preferred  stock issues of an
     issuer  as a single  class  and all debt  issues  of an  issuer as a single
     class) or with respect to 75% of its total assets, acquire more than 10% of
     the outstanding voting securities of an issuer;

*(5) Borrow money in excess of 33 1/3% of its total  assets,  and then only as a
     temporary measure for extraordinary or emergency purposes;

(6)  Pledge  more than 33 1/3% of its  total  assets  (taken at cost).  (For the
     purpose of this  restriction,  reverse  repurchase  agreements,  collateral
     arrangements with respect to options, futures contracts, options on futures
     contracts,  forward contracts, swap contracts and other similar instruments
     and with  respect to initial  and  variation  margin are not deemed to be a
     pledge of assets);

*(7) Make loans, except by entering into repurchase agreements or by purchase of
     bonds, debentures,  commercial paper, corporate notes and similar evidences
     of indebtedness, which are a part of an issue to the public or to financial
     institutions, or through the lending of the Fund's portfolio securities;

                                      iii
<PAGE>


*(8) Buy or sell oil, gas or other mineral leases,  rights or royalty contracts,
     real estate or commodities or commodity contracts, except that the Fund may
     buy and  sell  futures  contracts  and  related  options,  swap  contracts,
     currency forward contracts, structured notes and other similar instruments.
     (This  restriction does not prevent the Fund from purchasing  securities of
     companies investing in the foregoing);

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

(10) Except to the extent permitted by rule or order of the SEC,  participate on
     a joint or joint and several  basis in any trading  account in  securities.
     (The "bunching" of orders for the purchase or sale of portfolio  securities
     with any investment adviser or subadviser of the Fund or accounts under any
     such investment  adviser's or subadviser's  management to reduce  brokerage
     commissions to average prices among them or to facilitate such transactions
     is not  considered  a trading  account in  securities  for purposes of this
     restriction);

(11) Write,  purchase  or sell  options,  except  that the  Fund may (a)  write,
     purchase and sell put and call options on securities,  securities  indexes,
     currencies,   futures   contracts,   swap   contracts   and  other  similar
     instruments,  (b) enter into currency  forward  contracts and (c) invest in
     structured notes;

+(12)Purchase  any illiquid  security if, as a result,  more than 15% of its net
     assets  (taken at  current  value)  would be  invested  in such  securities
     (excluding Rule 144A  securities and certain Section 4(2) commercial  paper
     deemed to be liquid under guidelines  established by the Trust's trustees);
     or

*(13)Issue senior  securities;  For the purpose of this  restriction none of the
     following  is  deemed  to  be  a  senior  security:  any  pledge  or  other
     encumbrance  of assets  permitted by restriction  (6) above;  any borrowing
     permitted  by  restriction  (5) above;  any  collateral  arrangements  with
     respect to options or futures  contracts,  and with  respect to initial and
     variation  margin;  the  purchase  or sale of options,  forward  contracts,
     futures  contracts,  swap contracts or other similar  instruments;  and the
     issuance of shares of beneficial  interest  permitted  from time to time by
     the provisions of the Trust's Agreement and Declaration of Trust and by the
     1940 Act, the rules thereunder,  or any exemption  therefrom.  (The Fund is
     required,  under regulatory  provisions  applicable to it as interpreted by
     the  staff  of the  SEC,  to set  aside in a  segregated  account  with its
     custodian bank liquid assets in amounts  sufficient at all times to satisfy
     its obligations under options, futures contracts,  forward contracts,  swap
     contracts and other similar instruments).

     The staff of the SEC is  currently of the view that  repurchase  agreements
     maturing  in more  than  seven  days  are  illiquid  and  thus  subject  to
     restriction (12) above.

NVEST STAR SMALL CAP FUND
Nvest Star Small Cap Fund (the "Star Small Cap Fund") may not:

(1)  With respect to 75% of its total  assets,  invest in the  securities of any
     one  issuer  (other  than  the  U.S.   Government   and  its  agencies  and
     instrumentalities)   if,   immediately  after  and  as  a  result  of  such
     investment,  more than 5% of the total assets of the Fund would be invested
     in such issuer;

*(2) Purchase  any security  (other than U.S.  Government  securities)  if, as a
     result,  more than 25% of the Fund's total assets (taken at current  value)
     would be invested in any one  industry  (in the  utilities  category,  gas,
     electric,  water and  telephone  companies  will be  considered as being in
     separate  industries,  and each foreign country's government (together with
     all subdivisions thereof) will be considered to be a separate industry);

(3)  Purchase securities on margin (but it may obtain such short-term credits as
     may be necessary for the  clearance of purchases and sales of  securities);
     (for this  purpose,  the  deposit  or  payment  by the Fund of  initial  or
     variation  margin in connection  with futures  contracts or related options
     transactions is not considered the purchase of a security on margin);

(4)  Acquire more than 10% of any class of  securities  of an issuer (other than
     U.S.  Government  securities  and taking all  preferred  stock issues of an
     issuer  as a single  class  and all debt  issues  of an  issuer as a single
     class) or, with respect to 75% of its total  assets,  acquire more than 10%
     of the outstanding voting securities of an issuer;

                                       iv
<PAGE>


*(5) Borrow money in excess of 33 1/3% of its total  assets,  and then only as a
     temporary measure for extraordinary or emergency purposes;

(6)  Pledge  more than 33 1/3% of its  total  assets  (taken at cost);  (for the
     purpose of this  restriction,  reverse  repurchase  agreements,  collateral
     arrangements with respect to options, futures contracts, options on futures
     contracts, forward contracts, swap contracts, short sales and other similar
     instruments and with respect to initial and variation margin are not deemed
     to be a pledge of assets);

*(7) Make loans, except by entering into repurchase agreements or by purchase of
     bonds, debentures,  commercial paper, corporate notes and similar evidences
     of indebtedness, which are a part of an issue to the public or to financial
     institutions, or through the lending of the Fund's portfolio securities;

*(8) Buy or sell oil, gas or other mineral leases,  rights or royalty contracts,
     real estate or commodities or commodity contracts, except that the Fund may
     buy and  sell  futures  contracts  and  related  options,  swap  contracts,
     currency forward contracts, structured notes and other similar instruments.
     (This  restriction does not prevent the Fund from purchasing  securities of
     companies investing in the foregoing);

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

(10) Except to the extent permitted by rule or order of the SEC,  participate on
     a joint or joint and several  basis in any trading  account in  securities.
     (The "bunching" of orders for the purchase or sale of portfolio  securities
     with any investment adviser or subadviser of the Fund or accounts under any
     such investment  adviser's or subadviser's  management to reduce  brokerage
     commissions to average prices among them or to facilitate such transactions
     is not  considered  a trading  account in  securities  for purposes of this
     restriction);

+(11)Purchase any illiquid  security if, as a result,  more than 15% of its
     net assets  (taken at current  value) would be invested in such  securities
     (excluding Rule 144A  securities and certain Section 4(2) commercial  paper
     deemed to be liquid under guidelines  established by the Trust's trustees);
     or

*(12)Issue senior  securities.  For the purpose of this  restriction none of the
     following  is  deemed  to  be  a  senior  security:  any  pledge  or  other
     encumbrance  of assets  permitted by restriction  (6) above;  any borrowing
     permitted  by  restriction  (5) above;  any  collateral  arrangements  with
     respect to options or futures  contracts,  and with  respect to initial and
     variation  margin;  the  purchase  or sale of options,  forward  contracts,
     futures  contracts,  swap contracts or other similar  instruments;  and the
     issuance of shares of beneficial  interest  permitted  from time to time by
     the provisions of the Trust's Agreement and Declaration of Trust and by the
     1940 Act, the rules thereunder,  or any exemption  therefrom.  (The Fund is
     required,  under regulatory  provisions  applicable to it as interpreted by
     the  staff  of the  SEC,  to set  aside in a  segregated  account  with its
     custodian bank liquid assets in amounts  sufficient at all times to satisfy
     its obligations under options, futures contracts,  forward contracts,  swap
     contracts and other similar instruments).

     The staff of the SEC is  currently of the view that  repurchase  agreements
     maturing  in more  than  seven  days  are  illiquid  and  thus  subject  to
     restriction (11) above.

NVEST STAR VALUE FUND
Nvest Star Value Fund (the "Star Value Fund") may not:

*(1) Purchase  any security  (other than U.S.  Government  securities)  if, as a
     result,  more than 5% of the Fund's total assets  (taken at current  value)
     would  then be  invested  in  securities  of a single  issuer or 25% of the
     Fund's total assets  (taken at current  value) would be invested in any one
     industry;

*(2) Purchase securities on margin (but it may obtain such short-term credits as
     may be necessary for the  clearance of purchases and sales of  securities),
     or  make  short  sales  except  when,  by  virtue  of  ownership  of  other
     securities,  it has  the  right  to  obtain,  without  payment  of  further
     consideration,  securities equivalent in kind and amount to those sold, and
     the Fund  will not  deposit  or pledge  more  than 10% of its total  assets
     (taken at current value) as collateral for such sales;

                                       v
<PAGE>


*(3) Acquire more than 10% of any class of securities  of an issuer  (taking all
     preferred  stock  issues of an issuer as a single class and all debt issues
     of an issuer as a single class) or acquire more than 10% of the outstanding
     voting securities of an issuer;

*(4) Borrow money in excess of 10% of its total assets  (taken at cost) or 5% of
     its total assets  (taken at current  value),  whichever is lower,  and then
     only as a temporary measure for extraordinary or emergency purposes;

*(5) Pledge more than 15% of its total assets (taken at cost);

*(6) Invest  more  than 5% of its  total  assets  (taken  at  current  value) in
     securities of  businesses  (including  predecessors)  less than three years
     old;

*(7) Purchase or retain securities of any issuer if officers and trustees of New
     England  Funds  Trust  I or of  the  investment  adviser  of the  Fund  who
     individually  own more than 1/2 of 1% of the shares or  securities  of that
     issuer together own more than 5%;

*(8) Make  loans,  except by purchase of bonds,  debentures,  commercial  paper,
     corporate notes and similar evidences of indebtedness,  which are a part of
     an issue to the public or to financial institutions;

*(9) Buy or sell oil, gas or other mineral leases,  rights or royalty contracts,
     real estate or commodities or commodity contracts.  Also, the Fund will not
     buy or sell real estate or  interests  in real estate which are not readily
     marketable.  (This  restriction  does not prevent the Fund from  purchasing
     securities of companies investing in the foregoing);

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

*(11)Make investments for the purpose of exercising control or management;

*(12)Participate  on a joint or joint and several  basis in any trading  account
     in securities;

*(13)Purchase  options or  warrants  if, as a result,  more than 1% of its total
     assets (taken at current value) would be invested in such securities;

*(14) Write options or warrants;

*(15)Invest  in  the  securities  of  other  investment  companies,   except  by
     purchases in the open market involving only customary brokers' commissions.
     (Under the 1940 Act, the Fund may not (a) invest more than 10% of its total
     assets taken at current value in such securities, (b) own securities of any
     one  investment  company having a value in excess of 5% of the total assets
     of such  Fund  taken  at  current  value,  or (c) own  more  than 3% of the
     outstanding voting stock of any one investment company);

*(16)Issue senior securities.  For the purpose of this restriction,  none of the
     following is deemed to be a senior  security:  any  borrowing  permitted by
     restriction (4) above; any pledge or other  encumbrance of assets permitted
     by  restriction  (5) above;  any  collateral  arrangements  with respect to
     options,  forward contracts,  futures  contracts,  swap contracts and other
     similar  contracts  and options on futures  contracts  and with  respect to
     initial and  variation  margin;  the  purchase or sale of options,  forward
     contracts, futures contracts, swap contracts and other similar contracts or
     options on futures  contracts;  and the  issuance  of shares of  beneficial
     interest permitted from time to time by the provisions of New England Funds
     Trust I's Agreement and Declaration of Trust and by the 1940 Act, the rules
     thereunder, or any exemption therefrom; or

+(17)Invest more than 15% of the Fund's total net assets in illiquid  securities
     (excluding Rule 144A  securities and certain Section 4(2) commercial  paper
     deemed to be liquid under guidelines established by the Trust's trustees.)

     The staff of the SEC is  currently of the view that  repurchase  agreements
     maturing  in more  than  seven  days  are  illiquid  and  thus  subject  to
     restriction (17) above.

                                       vi
<PAGE>

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                            FUND CHARGES AND EXPENSES

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MANAGEMENT FEES

     Pursuant to separate  advisory  agreements,  each dated August 30, 1996 and
amended May 1, 1998 for the Star  Advisers,  Star Worldwide and Star Value Funds
and dated  December  31, 1996 and  amended  May 1, 1998,  for the Star Small Cap
Fund, Nvest Funds Management,  L.P. ("Nvest Management") has agreed,  subject to
the  supervision of the Board of Trustees of the Trust, to manage the investment
and  reinvestment  of the  assets  of  each  Fund  and to  provide  a  range  of
administrative services to each Fund. For the services described in the advisory
agreements,  the Star Worldwide and Star Small Cap Funds have each agreed to pay
Nvest  Management  a gross  management  fee at the  annual  rate of 1.05% of the
Fund's  average daily net assets,  including any amount of any  subsidiary  fees
paid by the Fund to its subadvisers pursuant to any subadvisory  agreement;  the
Star Advisers Fund has agreed to pay Nvest  Management a gross management fee at
the annual rate of 1.05% of the first $1 billion of the Fund's average daily net
assets  and 1.00% of such  assets in excess  of $1  billion,  including  any the
amount of any subadvisory  fees paid by the Fund to its subadvisers  pursuant to
any  subadvisory  agreement;  and  Star  Value  Fund  has  agreed  to pay  Nvest
Management a gross  management fee at the annual rate of 0.75% of the first $200
million of the Fund's  average daily net assets,  0.70% of the next $300 million
of the  Fund's  average  daily net assets and 0.65% of amounts in excess of $500
million of the Fund's  average  daily net  assets,  including  any amount of any
sub-advisory  fees  paid  by  the  Fund  to  its  subadvisers  pursuant  to  any
subadvisory agreement.  Prior to May 9, 1997, the management fee rate payable by
the Star Advisers Fund to Nvest Management was 1.05% of the Fund's average daily
net assets.

     As explained in the  Prospectus,  the Star  Advisers,  Star Small Cap, Star
Worldwide and Star Value Funds' portfolios are each divided into four segments.

     Pursuant to separate subadvisory agreements, Nvest Management has delegated
responsibility  for the investment and reinvestment of assets of the segments of
the Star Advisers Fund's portfolio to four different subadvisers:  Kobrick Funds
LLC ("Kobrick"),  Janus Capital Corporation ("Janus Capital"),  Loomis, Sayles &
Company,   L.P.   ("Loomis   Sayles")  and  Harris   Associates  L.P.   ("Harris
Associates").  The subadvisory  agreement with Janus Capital is dated August 30,
1996. The subadvisory  agreements  with Loomis Sayles and Harris  Associates are
both dated October 17, 1997 and amended May 1, 1998. The  subadvisory  agreement
with Kobrick is dated October 29, 1999.  For providing  subadvisory  services to
its  segment of Star  Advisers  Fund,  Nvest  Management  pays  Janus  Capital a
subadvisory  fee at the  annual  rate of 0.55% of the first $50  million  of the
average net assets of the segment that Janus  Capital  manages and 0.50% of such
assets in excess of $50 million.  The Star Advisers Fund pays Harris Associates,
for providing  subadvisory  services to a segment of the Fund, a subadvisory fee
at the annual  rate of 0.65% of the first $50  million of the average net assets
it  manages in its  segment,  0.60% of the next $50  million of such  assets and
0.55% of such  assets in excess of $100  million.  The Star  Advisers  Fund pays
Loomis Sayles and Kobrick a  subadvisory  fee at the annual rate of 0.55% of the
first $50  million  of the  average  daily net assets of the  segment  that each
manages, 0.50% of the next $200 million of such assets and 0.475% of such assets
in excess of $250 million.  Prior to August 23, 1999,  Founders Asset Management
LLC  ("Founders")  served as subadviser to the segment of the Star Advisers Fund
now managed by Kobrick,  pursuant to a  subadvisory  agreement  providing  for a
subadvisory fee to be paid by Nvest  Management to Founders at the same rates as
those  currently paid by the Fund to Kobrick.  Prior to October 17, 1997,  Nvest
Management  paid  each of  Founders  and  Loomis  Sayles a  subadvisory  fee for
managing their respective  segment of the Fund at the same rate payable to Janus
Capital for managing its segment of the Fund; however, from May 9 to October 16,
1997,  Founders and Loomis Sayles each voluntarily  agreed to waive a portion of
their respective  subadvisory fees equal to 0.025%,  annually, of the excess, if
any, of the average net assets of the segment of the Star  Advisers Fund managed
by each  subadviser  in excess of $250 million.  Prior to July 25, 1997,  Berger
Associates,  Inc.  ("Berger")  served as  subadviser  to the segment of the Star
Advisers  Fund now  managed  by Harris  Associates,  pursuant  to a  subadvisory
agreement  providing  for a  subadvisory  fee at the annual rate of 0.55% of the
first $50  million of the  average  daily net assets of the segment and 0.50% of
such assets in excess of $50  million.  From July 25, 1997 to October 16,  1997,
Harris  Associates  served as the subadviser to the segment of the Star Advisers
Fund that it currently manages pursuant to a subadvisory agreement providing for
a subadvisory  fee at the same rate that was payable to Berger for managing such
segment.  Harris Associates  voluntarily  agreed to waive its entire subadvisory
fee from July 25, 1997 to August 31, 1997. This waiver by Harris  Associates did
not reduce the management fee paid by the Star Advisers Fund to Nvest Management
during this period. Nvest Management paid the waived fees to Berger.

                                      vii
<PAGE>


     Pursuant to separate subadvisory agreements, Nvest Management has delegated
responsibility for the investment and reinvestment of the assets of the segments
of the Star  Worldwide  Fund's  portfolio  to four  different  subadvisers.  The
subadvisers of the Star Worldwide Fund are Harris Associates,  which manages two
of the four segments,  Loomis Sayles and  Montgomery  Asset  Management,  L.L.C.
("Montgomery"),  each of which manages one of the four segments. The subadvisory
agreement  with Harris  Associates  is dated  August 30, 1996 and amended May 1,
1998; the subadvisory  agreement with Loomis Sayles is dated April 14, 2000; and
the  subadvisory  agreement  with  Montgomery is dated August 3, 1998.  Prior to
August  23,  1999,  Founders  served as a  subadviser  to a segment  of the Star
Worldwide Fund. Following Founders' departure,  the assets of the segment it had
managed were  reallocated  to the  remaining  subadvisers.  The Fund pays Harris
Associates  and Loomis Sayles a subadvisory  fee for managing  their  respective
segments of the  portfolio at the annual rate of 0.65% of the average  daily net
assets of each such segment up to $50 million,  0.60% of the next $50 million of
such  assets  and  0.55% of such  assets in  excess  of $100  million.  Prior to
February 28, 2000, Janus Capital served as subadviser to the segment of the Star
Worldwide Fund now managed by Loomis Sayles, pursuant to a subadvisory agreement
providing for a subadvisory fee to be paid by Nvest  Management to Janus Capital
at the same rates as those  currently paid by the Fund to Loomis  Sayles.  Nvest
Management  pays Montgomery a subadvisory fee at the annual rate of 0.85% of the
average daily net assets of its segment of the Fund up to $25 million,  0.65% of
the next $25  million of such  assets and 0.55% of such  assets in excess of $50
million. Prior to August 3, 1998, Montgomery's subadvisory fee was at the annual
rate of 0.90% of the average daily net assets of its segment of the portfolio up
to $25  million,  0.70% of the next $25 million of such assets and 0.55% of such
assets  in  excess  of $50  million.  Montgomery  agreed  to waive  0.15% of its
subadvisory fee from December 29, 1995 through June 30, 1996.

     Pursuant to separate subadvisory agreements, Nvest Management has delegated
responsibility  for the  investment and  reinvestment  of the assets of the Star
Small Cap Fund's portfolio to four different subadvisers. The subadvisers of the
Star  Small  Cap  Fund are  Montgomery,  RS  Investment  Management,  L.P.  ("RS
Investment  Management"),  Loomis  Sayles and Harris  Associates,  each of which
manage one of the four segments.  The subadvisory  agreements with Loomis Sayles
and Harris  Associates are each dated December 31, 1996 and amended May 1, 1998;
the  subadvisory  agreement  with  Montgomery  is dated July 31,  1997;  and the
subadvisory  agreement  with RS Investment  Management is dated October 1, 1997.
The Fund pays Loomis Sayles and Nvest Management pays RS Investment Management a
subadvisory  fee at an  annual  rate of 0.55% of the first  $50  million  of the
average daily net assets of the segment of the Fund that such subadviser manages
and  0.50% of such  assets  in  excess of $50  million.  Nvest  Management  pays
Montgomery a subadvisory fee at an annual rate of 0.65% of the first $50 million
of the average daily net assets of the segment that Montgomery manages and 0.50%
of such  assets in excess of $50  million.  The Fund pays  Harris  Associates  a
subadvisory  fee at the annual rate of 0.70% of the average  daily net assets of
the segment of the Fund that Harris Associates manages.



     Pursuant  to separate  subadvisory  agreements  each dated April 19,  2000,
Nvest   Management   has  delegated   responsibility   for  the  investment  and
reinvestment  of assets of the Star Value  Fund's  portfolio  to four  different
subadvisers.  The  subadvisers  of Star  Value Fund are  Loomis  Sayles,  Harris
Associates, Vaughan, Nelson Scarborough & McCullough, L.P. ("Vaughn Nelson") and
Westpeak Investment Advisors,  L.P.  ("Westpeak"),  each of which manages one of
the four segments. The Fund pays to Loomis Sayles a subadvisory fee at an annual
rate of 0.535% of the first $200  million of its  segment of the Fund's  average
daily net assets,  0.350% of the next $300  million of such assets and 0.300% of
such  assets in  excess  of $500  million.  The Fund  pays to  Vaughan  Nelson a
subadvisory  fee at an annual  rate of 0.500%  of the first $25  million  of its
segment of the Fund's average daily net assets,  0.400% of the next $175 million
of such  assets,  0.325% of the next $300  million of such  assets and 0.275% of
such  assets in excess of $500  million.  The Fund pays to Harris  Associates  a
subadvisory  fee at an annual  rate of 0.500% of the first  $100  million of its
segment of the  Fund's  average  daily net  assets and 0.450% of such  assets in
excess of  $100 million.  The Fund pays to  Westpeak  a  sub-advisory  fee at an
annual rate of 0.50% of the first $25 million of such assets,  0.40% of the next
$75 million of such  assets,  0.35% of the next $100  million of such assets and
0.30% of such assets in excess of $200  million.  Beginning on February 28, 2000
through April 18, 2000, the Fund paid subadvisory fees under this arrangement to
each of the  above-referenced  subadvisers  under separate  interim  subadvisory
agreements.  These  agreements  were  superseded by the  subadvisory  agreements
approved by Star Value Fund's  shareholders at a special  shareholder meeting on
April 19, 2000.



     Prior to February  28,  2000,  the Star Value Fund had a single  subadviser
structure  with Loomis  Sayles  acting as  subadviser  pursuant to a subadvisory
agreement  dated August 30, 1996 and amended May 1, 1998.  The  subadvisory  fee
payable by the Fund to Loomis Sayles was 0.535% of the first $200 million of the
Fund's  average daily net assets,  0.350% of the next $300 million of the Fund's
average  daily net assets and 0.300% of the Fund's  average  daily net assets in
excess of $500 million.

                                      viii
<PAGE>


     As of May 1, 1998, each subadvisory  agreement between Nvest Management and
Loomis  Sayles or Harris  Associates  was amended to add the relevant  Fund as a
party and to provide that the subadvisory  fees payable under such agreement are
payable by the Fund rather than by Nvest Management. Also as of May 1, 1998, the
advisory agreement for each such Fund was amended to provide that the management
fees payable by the Fund to Nvest  Management  are reduced by the amounts of any
subadvisory fees paid directly by the Fund to its subadvisers.  These amendments
to the Funds' advisory and subadvisory  agreements did not change the management
and subadvisory fee rates under the agreements,  nor the services to be provided
to the Funds by Nvest  Management  and the  subadvisers  under  the  agreements.
Furthermore,  these  amendments did not change the overall level of fees payable
by any Fund.

     Management  fees for the Star  Advisers  Fund for the  fiscal  years  ended
December 31, 1997, 1998 and 1999 were  $9,732,113,  $10,961,734 and $12,591,170,
respectively. The Fund commenced operations on July 7, 1994.

     Management  fees for the Star  Worldwide  Fund for the fiscal  years  ended
December 31, 1997,  1998 and 1999 were  $2,442,270,  $2,758,173 and  $2,625,697,
respectively. The Fund commenced operations on December 29, 1995.

     Management  fees for the Star  Small Cap Fund for the  fiscal  years  ended
December 31,  1997,  1998 and 1999 were  $745,638,  $1,304,538  and  $1,492,557,
respectively. The Fund commenced operations on December 31, 1996.

     Management fees for the Star Value Fund for the fiscal years ended December
31, 1997, 1998 and 1999 were $3,030,220, $3,260,867 and $2,627,025 respectively.
The Star Value Fund assumed a multi-manager  structure on February 28, 2000. The
Fund commenced operations on June 5, 1970.

     For the Star Advisers Fund,  the Fund paid Kobrick  $403,591 in subadvisory
fees for the period October 20 through  December 31, 1999. Nvest Management paid
$1,263,834,  $1,313,190 and  $1,301,880 in subadvisory  fees to Founders (or its
predecessor) for the fiscal years ending December 31, 1997 and 1998, and for the
period January 1 through October 19, 1999,  respectively.  Nvest Management paid
Berger $704,081 in subadvisory  fees for the period January 31 through August 1,
1997. Nvest Management paid $1,108,613, $1,358,439 and $2,213,726 in subadvisory
fees to Janus  Capital for the fiscal years ending  December 31, 1997,  1998 and
1999,  respectively.  The Fund paid Loomis  Sayles  $839,505 and  $1,143,365  in
subadvisory  fees for the period May 1 through  December 31, 1998 and the fiscal
year ended December 31, 1999, respectively.  Nvest Management paid Loomis Sayles
$1,263,657 and $473,685 in  subadvisory  fees for the fiscal year ended December
31, 1997 and for the period January 1 to April 30, 1998, respectively.  The Fund
paid Harris  Associates  $882,519 and  $1,213,904  in  subadvisory  fees for the
period May 1through December 31, 1998 and for the fiscal year ended December 31,
1999,  respectively.  Nvest  Management  paid  Harris  Associates  $431,615  and
$467,681 in subadvisory  fees for the periods  September 1 through  December 31,
1997 and January 1 to April 30, 1998, respectively.

     For the Star Worldwide Fund, Nvest  Management paid $291,060,  $345,986 and
$248,981;  $321,893, $428,211 and $480,249; and $353,540, $278,706 and $264,825;
in  subadvisory  fees to  Founders,  Janus  Capital  and  Montgomery,  or  their
respective predecessors,  respectively,  for the fiscal years ended December 31,
1997,  1998 and 1999 (for the  period  January 1 through  October  19,  1999 for
Founders).  Nvest  Management paid $611,766 and $252,350 in subadvisory  fees to
Harris  Associates  for the fiscal  year  ending  December  31, 1997 and for the
period  January  1 to  April  30,  1998,  respectively.  The  Fund  paid  Harris
Associates  $445,724 and $663,004;  and in subadvisory fees for the period May 1
to December 31, 1998 and the fiscal year ending December 31, 1999, respectively.

     For the Star Small Cap Fund, Nvest  Management paid $112,593,  $186,559 and
$170,613; and $100,286,  $185,912 and $275,662 in subadvisory fees to Montgomery
(or  its  predecessor)  and  RS  Investment  Management  (or  its  predecessor),
respectively, for the fiscal years ended December 31, 1997, 1998 and 1999. Nvest
Management  paid  $130,052 and $75,229;  and $92,832 and $56,037 in  subadvisory
fees to Harris Associates and Loomis Sayles,  respectively,  for the fiscal year
ended December 31, 1997 and for the period January 1 to April 30, 1998. The Fund
paid $140,461 and $176,418,  and $114,053 and $220,509 to Harris  Associates and
Loomis Sayles,  respectively,  for the period May 1 to December 31, 1998 and the
fiscal year ended December 31, 1999.

     For the Star Value Fund,  Nvest  Management paid $1,835,110 and $673,095 in
subadvisory  fees to Loomis  Sayles for the fiscal year ended  December 31, 1997
and the  period  January  1 to April  30,  1998,  respectively.  The  Fund  paid
$1,277,533 and  $1,634,514 in  subadvisory  fees to Loomis Sayles for the period
May 1 to  December  31,  1998 and the  fiscal  year  ended  December  31,  1999,
respectively.

     Prior to July 31, 1997, Montgomery Asset Management,  L.P., the predecessor
to  Montgomery,  served as subadviser to the segments of the Star  Worldwide and
Star Small Cap Funds  currently  managed by  Montgomery,  pursuant  to  separate

                                       ix
<PAGE>

subadvisory  agreements providing for the same subadvisory fees as are currently
in effect in the subadvisory agreements with Montgomery.

     Prior to October 1, 1997, RS Investment  Management served as subadviser to
the  segments of the Star  Worldwide  and Star Small Cap Funds that it currently
manages,  pursuant to separate  subadvisory  agreements  providing  for the same
subadvisory  fees as are currently in effect for such segment in the subadvisory
agreements.

BROKERAGE COMMISSIONS

     For the fiscal  years ended  December 31,  1997,  1998 and 1999,  brokerage
transactions for the Star Advisers Fund aggregating $1,985,896,882, $150,204,537
and $597,331,571,  respectively,  were allocated to brokers  providing  research
services, and $406,641, $164,649 and $653,867, respectively, in commissions were
paid on these  transactions.  For the fiscal year ended December 31, 1997,  1998
and 1999, the Fund paid total  brokerage  commissions of $2,844,608,  $2,180,020
and  $3,184,677,  respectively.  For the fiscal years ending  December 31, 1997,
1998 and  1999,  the Fund paid  $207,494,  $39,570  and  $106,400  in  brokerage
commissions  to  Harris  Associates  Securities  L.P.  ("HASLP"),  a  registered
broker-dealer and an affiliate of Harris  Associates.  For the fiscal year ended
December  31, 1999,  the Fund paid 3.3% of its total  brokerage  commissions  to
HASLP and effected 2.8% of its total brokerage transactions through HASLP.

     For the fiscal years ending  December  31, 1997,  1998 and 1999,  brokerage
transactions for the Star Worldwide Fund aggregating  $127,118,826,  $73,990,355
and $162,179,150,  respectively,  were allocated to brokers  providing  research
services, and $79,513, $84,070 and $323,884,  respectively,  in commissions were
paid on these transactions.  For the fiscal years ending December 31, 1997, 1998
and 1999, the Fund paid total brokerage commissions of $1,046,316,  $887,495 and
$837,557,  respectively. For the fiscal years ending December 31, 1997, 1998 and
1999,  the Fund paid $21,298,  $16,316 and $35,398 in brokerage  commissions  to
HASLP.  For the fiscal year ended  December 31, 1999, the Fund paid 4.23% of its
total  brokerage  commissions to HASLP and effected 5.7% of its total  brokerage
transactions through HASLP.

     For the period December 31, 1996  (commencement  of operations) to December
31, 1997 and for the fiscal years ended  December  31, 1998 and 1999,  brokerage
transactions  for the Star Small Cap Fund aggregating  $26,084,510,  $21,619,565
and  $39,905,597  were allocated to brokers  providing  research  services,  and
$34,323,  $48,385 and $112,113 in commissions  were paid on these  transactions.
For the period  December  31, 1996 to December 31, 1997 and for the fiscal years
ended December 31, 1998 and 1999, the Fund paid total  brokerage  commissions of
$298,987,  $476,149 and $514,974. For the fiscal years ending December 31, 1997,
1998 and  1999,  the  Fund  paid  $24,483,  $10,110  and  $18,631  in  brokerage
commissions to HASLP. For the fiscal year ended December 31, 1999, the Fund paid
3.6% of its total brokerage  commissions to HASLP and effected 4.0% of its total
brokerage transactions through HASLP.

     In  1997,  1998  and  1999  brokerage  transactions  for  Star  Value  Fund
aggregating  $19,208,488,  $77,873,944  and  $223,245,053,   respectively,  were
allocated to brokers providing research  services,  and $29,690,  $119,738,  and
$297,149,  respectively,  in commissions were paid on these transactions in such
years. During 1997, 1998, and 1999 the Fund paid total brokerage  commissions of
$618,342, $967,035 and $810,251, respectively.

     For  more  information  about  the  Funds'  portfolio   transactions,   see
"Portfolio Transactions and Brokerage" in Part II of this Statement.

SALES CHARGES AND 12B-1 FEES

     As explained in Part II of this Statement, the Class A, Class B and Class C
shares of each Fund pay Nvest Funds Distributor, L.P. (the "Distributor"),  fees
under plans  adopted  pursuant to Rule 12b-1 under the 1940 Act.  The  following
table shows the  amounts of Rule 12b-1 fees paid by the Funds  during the fiscal
years ended December 31, 1997, 1998 and 1999:

<TABLE>
<CAPTION>

         Fund                                1997            1998                     1999
         ----                                ----            ----                     ----
<S>                                       <C>              <C>                <C>
  Star Advisers Fund                        $967,853       $1,072,116         $1,212,508  (Class A)
                                          $4,220,821       $4,826,734         $5,635,995  (Class B)
                                            $875,440         $958,464         $1,075,550  (Class C)


                                        x
<PAGE>

  Star Worldwide Fund                       $261,744         $285,578           $270,924  (Class A)
                                          $1,037,171       $1,235,217         $1,181,955  (Class B)
                                            $241,823         $249,303           $235,012  (Class C)

  Star Small Cap Fund                        $79,699         $132,793           $147,871  (Class A)
                                            $304,812         $569,200           $668,816  (Class B)
                                             $86,522         $142,047           $161,139  (Class C)

  Star Value Fund                           $819,873         $840,948           $674,343  (Class A)
                                            $661,091         $840,370           $740,246  (Class B)
                                             $52,413          $70,069            $49,847  (Class C)

</TABLE>

During the fiscal year ended  December  31,  1999,  the  Distributor's  expenses
relating to each Fund's  12b-1 plans were as follows  (Class B  compensation  to
investment dealers excludes advanced commissions sold to a third party):

STAR ADVISERS FUND

(Class A shares)

Compensation to Investment Dealers                            $1,207,997
Compensation to Distributor's Sales Personnel                   $778,810
           and Other Related Costs
                                                              ----------
                                                     TOTAL    $1,986,807

(Class B shares)

Compensation to Investment Dealers                            $1,139,823
Compensation to Distributor's Sales Personnel                   $911,105
           and Other Related Costs
                                                              ----------
                                                     TOTAL    $2,050,928

(Class C shares)

Compensation to Investment Dealers                            $1,031,730
Compensation to Distributor's Sales Personnel
           and Other Related Costs                              $220,442
                                                              ----------
                                                     TOTAL    $1,252,172

STAR WORLDWIDE FUND

(Class A shares)

Compensation to Investment Dealers                              $270,732
Compensation to Distributor's Sales Personnel                   $417,436
           and Other Related Costs
                                                              ----------
                                                     TOTAL      $688,168


(Class B shares)

Compensation to Investment Dealers                              $261,975
Compensation to Distributor's Sales Personnel
           and Other Related Costs                              $131,305
                                                              ----------
                                                     TOTAL      $393,280

(Class C shares)

Compensation to Investment Dealers                              $237,535
Compensation to Distributor's Sales Personnel
           and Other Related Costs                               $41,948
                                                              ----------
                                                     TOTAL      $279,483
STAR SMALL CAP FUND

(Class A shares)

Compensation to Investment Dealers                              $148,001
Compensation to Distributor's Sales Personnel
           and Other Related Costs                              $259,299
                                                              ----------
                                                     TOTAL      $407,300

                                       xi
<PAGE>

(Class B shares)

Compensation to Investment Dealers                              $128,638
Compensation to Distributor's Sales Personnel
           and Other Related Costs                              $138,699
                                                              ----------
                                                     TOTAL      $267,337

(Class C shares)

Compensation to Investment Dealers                              $166,846
Compensation to Distributor's Sales Personnel
           and Other Related Costs                               $74,353
                                                              ----------
                                                     TOTAL      $241,199

STAR VALUE FUND

(Class A Shares)

Compensation to Investment Dealers                              $671,145
Compensation to Distributor's Sales Personnel
           and Other Related Costs                              $189,394
                                                              ----------
                                                     TOTAL      $860,539

(Class B Shares)

Compensation to Investment Dealers                              $138,078
Compensation to Distributor's Sales Personnel
           and Other Related Costs                               $90,760
                                                              ----------
                                                     TOTAL      $228,838

(Class C Shares)

Compensation to Investment Dealers                               $42,002
Compensation to Distributor's Sales Personnel
           and Other Related Costs                                $9,097
                                                              ----------
                                                     TOTAL       $51,099

     Of the amounts  listed above as  compensation  to investment  dealers,  the
following  amounts  were  paid  by the  Distributor  to New  England  Securities
Corporation  ("New England  Securities"),  MetLife  Securities,  Inc.  ("MetLife
Securities")  and  Nathan  &  Lewis   Securities,   Inc.   ("Nathan  &  Lewis"),
broker-dealer  affiliates of the Distributor.  New England  Securities,  MetLife
Securities and Nathan & Lewis paid  substantially  all of the fees they received
from the Distributor  (a) in  commissions  to  their sales  personnel and (b) to
defray sales-related overhead costs.

New England Securities
----------------------
                        Class A     Class B           Class C
Star Advisers          $704,375     $443,823          $129,678
Star Worldwide         $152,537     $94,045            $27,808
Star Small Cap          $80,962     $48,423            $28,593
Star Value             $496,805     $90,836            $11,983


MetLife Securities
------------------
                        Class A     Class B           Class C
Star Advisers           $22,016     $34,623           $7,375
Star Worldwide           $3,466      $7,132              $62
Star Small Cap           $2,369      $3,550               --
Star Value               $4,054      $3,932               --


Nathan & Lewis
--------------
                        Class A     Class B           Class C
Star Advisers            $4,709     $1,114             $4,057
Star Worldwide             $845       $470               $578
Star Small Cap             $393       $257                 --
Star Value               $2,762       $422               $208



                                     xii
<PAGE>

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

                            OWNERSHIP OF FUND SHARES

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

     As of March 31, 2000, to the Trust's knowledge, the following persons owned
of record or beneficially 5% or more of the outstanding  shares of the indicated
classes set forth below.

<TABLE>
<CAPTION>
FUND                    SHAREHOLDER AND ADDRESS                                 OWNERSHIP PERCENTAGE
----                    -----------------------                                 --------------------
<S>                     <C>                                                            <C>
Star Advisers Fund

Class C shares          MPLF & S For the Sole Benefit of Its Customers                  6.82%
                        Attn Fund Administration ML#97VA7
                        4800 Deer Lake Drive East - 2nd Floor
                        Jacksonville, FL 32246-6484

Class Y shares

                        New England Mutual Life Insurance Co.                          54.03%
                        Seperate Investment Accounting
                        Attn Brenda Harmon
                        501 Boylston Street - 6th Floor
                        Boston, MA  02116-3706

                        New England Life Insurance Co.                                 14.24%
                        Insurance Accounting 6th floor
                        501 Boylston Street
                        Boston, MA  02116-3706


                        New England Life Insurance Co.                                 10.37%
                        C/o Mary Beth Klien
                        Insurance Accounting 6th floor
                        501 Boylston Street
                        Boston, MA  02116-3706


                        Metropolitan Life Insurance Co.                                18.17%
                        C/o Mary Beth Klein
                        Insurance Accounting 6th Fl.
                        501 Boylston Street
                        Boston, MA  02116-3706


Star Small Cap

Class B shares          MPLF & S For the Sole Benefit of Its Customers                  6.43%
                        Attn Fund Administration ML#97MR9
                        4800 Deer Lake Drive East - 2nd Floor
                        Jacksonville, FL 32246-6484

Class C shares          MPLF & S For the Sole Benefit of Its Customers                 13.74%
                        Attn Fund Administration ML#97UA9
                        4800 Deer Lake Drive East - 2nd Floor
                        Jacksonville, FL 32246-6484


                                      xiii
<PAGE>


Star Value Fund

Class Y shares          Metropolitan Life Insurance Co. Issuer                         74.92%
                        501 Boylston Street
                        Boston, MA  02116-3706


                        New England Life Insurance Co.                                 23.34%
                        C/o Mary Beth Klein
                        Insurance Accounting 6th Fl.
                        501 Boylston St.
                        Boston, MA  02116-3706

</TABLE>


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

                       INVESTMENT PERFORMANCE OF THE FUNDS

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

                      PERFORMANCE RESULTS - PERCENT CHANGE*
                         FOR THE PERIODS ENDED 12/31/99

STAR ADVISERS FUND
<TABLE>
<CAPTION>
                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
<S>                                               <C>       <C>             <C>                  <C>            <C>
                                                                             Since                               Since
Class A shares:  As a % of                        1 Year    5 Years         7/7/94**             5 Years        7/7/94**
-----------------------------------------         ------    --------        --------             -------        --------
Net Asset Value                                   46.44     235.49          256.89               27.39          26.11
Maximum Offering Price                            38.03     216.16          236.43               25.89          24.76


                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                             Since                               Since
Class B shares:  As a % of                        1 Year    5 Years         7/7/94**             5 Years        7/7/94**
-----------------------------------------         ------    --------        --------             -------        --------
Net Asset Value                                   45.36     223.44          242.82               26.46          25.18
Redemption at End of Period                       40.36     221.44          241.82               26.30          25.12

                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                             Since                               Since
Class C shares:  As a % of                        1 Year    5 Years         7/7/94**             5 Years        7/7/94**
-----------------------------------------         ------    --------        --------             -------        --------
Net Asset Value                                   45.31     223.35          242.89               26.45          25.19
Redemption at End of Period                       44.31     223.35          242.89               26.45          25.19
---------------------------

                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                             Since                               Since
Class Y shares:  As a % of                        1 Year    5 Years         11/15/94**           5 Years        11/15/94**
-----------------------------------------         ------    --------        --------             -------        --------
Net Asset Value                                   46.78     241.02          233.69               27.81          26.50



                                       xiv
<PAGE>


STAR WORLDWIDE FUND

                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                          Since
Class A shares:  As a % of                           1 Year              12/29/95**                     12/29/95**
-----------------------------------------            ------              ----------                     ----------
Net Asset Value                                      37.63                 88.19                          17.10
Maximum Offering Price                               29.72                 77.40                          15.39


                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                          Since
Class B shares:  As a % of                           1 Year              12/29/95**                     12/29/95**
-----------------------------------------            ------              ----------                     ----------
Net Asset Value                                      36.62                 82.86                          16.26
Redemption at End of Period                          31.62                 80.86                          15.94


                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                          Since
Class C shares:  As a % of                           1 Year              12/29/95**                     12/29/95**
-----------------------------------------            ------              ----------                     ----------
Net Asset Value                                      36.50                 82.94                          16.28
Redemption at End of Period                          35.50                 82.94                          16.28
---------------------------


                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                          Since
Class Y shares:  As a % of                           1 Year              inception**                    inception**
-----------------------------------------            ------              -----------                    -----------
Net Asset Value                                      N\A                   N\A                            N\A


Star Small Cap Fund

                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                          Since
Class A shares:  As a % of                           1 Year              12/31/96**                     12/31/96**
-----------------------------------------            ------              ----------                     ----------
Net Asset Value                                      65.38                 114.29                         28.92
Maximum Offering Price                               55.82                 102.01                         26.41


                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                          Since
Class B shares:  As a % of                           1 Year              12/31/96**                     12/31/96**
-----------------------------------------            ------              ----------                     ----------
Net Asset Value                                      64.14                 109.61                         27.98
Redemption at End of Period                          59.14                 109.61                         27.37



                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                          Since
Class C shares:  As a % of                           1 Year              12/31/96**                     12/31/96**
-----------------------------------------            ------              ----------                     ----------
Net Asset Value                                      64.14                 109.61                         27.98
Redemption at End of Period                          63.14                 109.61                         27.98


                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------

                                                                           Since                          Since
Class Y shares:  As a % of                           1 Year             inception**                     inception**
-----------------------------------------            ------              ----------                     ----------
Net Asset Value                                      N/A                   N/A                            N/A


Star Value Fund

                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
Class A shares:  As a % of                           1 Year     5 Years      10 Years           5 Years        10 Years
-----------------------------------------            ------     -------      --------           -------        --------
Net Asset Value                                      -6.92       101.45       197.56             15.04           11.52
Maximum Offering Price                               -12.27      89.96        180.33             13.69           10.86


                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                              Since
Class B shares:  As a % of                           1 Year     5 Years      9/13/93**          5 Years        9/13/93**
-----------------------------------------            ------     -------      --------           -------        ---------
Net Asset Value                                      -7.61       93.36        102.08              14.17          11.82
Redemption at End of Period                          -11.41      91.99        102.08              13.93          11.82



                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                              Since
Class C shares:  As a % of                           1 Year     5 Years     12/30/94**           5 Years      12/30/94**
-----------------------------------------            ------     -------     ---------            -------      ----------
Net Asset Value                                      -7.60       94.16         94.16              14.19          14.18
Redemption at End of Period                          -8.36       94.16         94.16              14.19          14.18


                                                             Aggregate                              Average Annual
                                                            Total Return                             Total Return
                                             -------------------------------------------     ------------------------------
                                                                           Since                              Since
Class Y shares:  As a % of                           1 Year     5 Years      3/31/94**           5 Years       3/31/94**
-----------------------------------------            ------     -------      --------            -------       ---------
Net Asset Value                                      -6.72       103.99       108.85              15.32          13.66

</TABLE>
[FN]
*    Federal  regulations  require this example to be calculated  using a $1,000
     investment. The normal minimum initial investment in shares of the Funds is
     $2,500, however.

**   Commencement  of Fund  operations  or  offering of the  specified  class of
     shares.
</FN>

     The foregoing data represent past performance only and are not a prediction
as to the future returns of any Fund. The investment  return and principal value
of an investment in any Fund will fluctuate so that the investor's shares,  when
redeemed, may be worth more or less than their original cost.



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