NVEST FUNDS TRUST III
N-30D, 2000-09-08
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                               SEMIANNUAL REPORT

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

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                                                         Nvest Bullseye Fund

                                                                 Where
                                                               The Best
                                                            Minds Meet(R)

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June 30, 2000
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<PAGE>
                              PRESIDENT'S MESSAGE

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

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

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

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

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

Your choice of investment tools

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

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

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

Nvest is poised for global growth

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

                                                              /s/ John T. Hailer

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

                               NVEST BULLSEYE FUND

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

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

Putting Performance in Perspective

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

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

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

                    March 1998 (Inception) Through June 2000

                        NAV           MSC        S&P 500
                      ------------------------------------
          6/00        13,537        12,758        13,603
          3/00        14,641        13,799        13,123
         12/99        13,833        13,038        12,829
          9/99         9,609         9,056        11,167
          6/99        10,840        10,217        11,912
          3/99         9,752         9,191        11,128
         12/98        10,120         9,538        10,601
          9/98         8,464         7,977        11,770
          6/98         9,672         9,116        11,394
          3/98        10,000         9,425        10,000



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


                                                                               1
<PAGE>

                              NVEST BULLSEYE FUND

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

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

--------------------------------------------------------------------------------
Class A (Inception 3/31/98)         6 Months        1 Year       Since Inception
Net Asset Value (1),(4)              -2.14%         24.87%            14.41%
With Maximum Sales Charge(2),(4)     -7.74          17.66             11.45
--------------------------------------------------------------------------------
Class B (Inception 3/31/98)         6 Months        1 Year       Since Inception
Net Asset Value(1),(4)               -2.51%         23.94%            13.65%
With CDSC(3),(4)                     -7.39          18.94             12.51
--------------------------------------------------------------------------------
Class C (Inception 3/31/98)         6 Months        1 Year       Since Inception
Net Asset Value(1),(4)               -2.46%         24.03%            13.65%
With CDSC(3),(4)                     -3.43          23.03             13.65
--------------------------------------------------------------------------------

                                                                  Since Fund's
Comparative Performance             6 Months        1 Year         Inception
S&P 500 Index(5)                     -0.42%          7.24%            14.64%
Morningstar Mid Cap Value Average(6)  1.31          -2.56              1.03
Lipper Multi-Cap Core Average(7)      2.53          11.54             11.13
--------------------------------------------------------------------------------

Notes to Charts

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

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

(2)  These results include reinvestment of any dividends and capital gains, and
     the maximum sales charge of 5.75%.

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

(4)  The Fund waived certain fees and expenses during the period indicated, and
     its returns would have been lower had these fees not been waived.

(5)  S&P 500 is an unmanaged index of U.S. common stock performance. You may not
     invest directly in an index.

(6)  Morningstar Mid Cap Value Average is the average performance without sales
     charges of all mutual funds with a similar investment objective as
     calculated by Morningstar, Inc.

(7)  Lipper Multi-Cap Core Average is the average performance without sales
     charges of all mutual funds with similar current investment style or
     objective as determined by Lipper Inc.


2
<PAGE>

                              NVEST BULLSEYE FUND

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

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

[PHOTO]
Nick Moore
Jurika & Voyles, L.P.

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

For the six months ended June 30, 2000, the return on Class A shares of Nvest
Bullseye Fund was -2.14% at net asset value. For the same period, the return on
the Fund's benchmark, the Standard & Poor's 500 Index, was -0.42%. Standard &
Poor's Index is comprised of 500 common stocks and designed to reflect the
overall stock market. Although our selection process is designed to seek
relatively few, attractively priced stocks with the best long-term growth
prospects, during intervals of turbulence the Fund's narrow focus is likely to
make it more volatile -- on the upside and the downside -- than the market as a
whole.

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

The most notable event was the sharp downturn in the technology-laden NASDAQ
index, which occurred in March. Prices of some high-flying, "new economy"
companies had been bid up by investors to more than 100 times earnings, in an
environment described as exuberant. But when the balloon burst, these same
issues experienced severe losses. For a time, some "old economy" stocks assumed
market leadership, but as June drew to a close the technology sector was
experiencing a tenuous rebound, as investors who had fled the market in March
began to buy back issues that were selling off their historic peaks.

Q.   How did you respond in that environment?

We had anticipated increased volatility in the technology sector, so our goal
was to sidestep most of the problems, to the extent possible. As the year began
we rotated out of technology stocks, selling on strength and investing the
proceeds in some well-known, widely owned companies that are highly "liquid,"
meaning that they are actively traded. We invested a portion of assets in
electric utilities, for defensive purposes, and in such high-quality health care
stocks as Pharmacia, Baxter and Pfizer -- all large, widely held companies.
These moves helped Nvest Bullseye Fund through the dramatic sell-off in
technology stocks.


                                                                               3
<PAGE>

                              NVEST BULLSEYE FUND

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As the correction broadened, it impacted the price of some companies we believed
were extremely attractive. We used the price downturn to edge back into the
technology sector in search of "growth at a reasonable price." The companies we
selected were those we believe have the best prospects, with strong demand for
products or services, solid market share and dynamic earnings growth potential.
One example is SanDisk, a firm that produces solid-state memory cards for
digital cameras, cellular telephones and portable music players.

A by-product of our nimble responses to market volatility was a higher portfolio
turnover than is normal for this Fund, which may increase shareholders'
potential tax liability. However, Nvest Bullseye Fund's highly concentrated
investment approach makes it important to respond rapidly to change when the
market is as volatile as it has been.

                       Your Fund's Investments -- 6/30/00

                                                        % of
                 Security                              Net Assets
               ---------------------------------------------------
                 1. Pfizer, Inc.                          6.8
               ---------------------------------------------------
                 2. Expeditors International              6.6
               ---------------------------------------------------
                 3. SanDisk Corp.                         6.6
               ---------------------------------------------------
                 4. Baxter International, Inc.            6.4
               ---------------------------------------------------
                 5. Kimberly-Clark Corp.                  6.3
               ---------------------------------------------------
                 6. Sabre Group Holdings, Inc.            5.1
               ---------------------------------------------------
                 7. Remedy Corp.                          5.1
               ---------------------------------------------------
                 8. McGraw-Hill Co., Inc.                 5.1
               ---------------------------------------------------
                 9. OM Group, Inc.                        5.0
               ---------------------------------------------------
                10. Nortel Networks Corp.                 4.9
               ---------------------------------------------------
                11. First Data Corp.                      4.9
               ---------------------------------------------------
                12. Blockbuster, Inc.                     4.9
               ---------------------------------------------------
                13. Rudolph Technologies, Inc.            4.8
               ---------------------------------------------------
                14. STMicroelectronics NV                 4.6
               ---------------------------------------------------
                15. Southwest Airlines                    4.5
               ---------------------------------------------------
                16. Cognex Corp.                          4.3
               ---------------------------------------------------
                17. Pharmacia Corp.                       4.2
               ---------------------------------------------------
                18. Texas Instruments, Inc.               3.8
               ---------------------------------------------------
                19. AMR Corp.                             3.6
               ---------------------------------------------------
                20. C-Cube Microsystems, Inc.             3.1

                Portfolio holdings and asset allocations will vary.


Q.   Which stocks were the Fund's strongest performers, and which didn't do as
     well as you would have liked?

Southwest Airlines performed well, despite the run-up in energy prices during
the period, because the company passed along higher costs to their customers in
the form of price increases. Most of Nvest Bullseye Fund's health care stocks
also


4
<PAGE>

                              NVEST BULLSEYE FUND

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

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

provided good results. McGraw-Hill, the publishing company that owns Standard &
Poor's, was also one of the portfolio's winners, benefiting from the market's
turn toward high-quality growth companies selling at reasonable prices.

Edison International was a disappointment, as this $25 billion holding company
struggled to reset investor expectations about its business model. One of the
Fund's health care companies, Bristol-Meyers Squibb, hit a rough patch in the
market, as did Sabre Group, the worldwide provider of travel reservations and
information systems. In our opinion, the market misread the company's business
prospects, punishing its share price for little fundamental reason.

Q.   What is your current outlook?

Inflation is a source of concern for the market for a number of reasons,
including the pressure it puts on the Federal Reserve Board to raise short-term
interest rates, taking liquidity out of the system. However, we believe that the
long-term outlook for inflation is benign. In addition, we believe the sharp
decline in the market earlier this year was a correction within a long-term bull
market, not the beginning of a bear market.

We don't expect technology stocks, as a sector, to repeat their stellar
performance of last year. Despite the collapse in their stock prices, the sector
as a whole remains overvalued. However, this spring's price correction succeeded
in wringing some of the excesses out of this exciting market, and we are
forecasting vigorous earnings growth from many promising high-tech companies. A
wide range of outcomes is possible in these volatile times, so we will continue
to actively manage Nvest Bullseye Fund in search of long-term capital growth
from its concentrated portfolio of stocks.

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

Nvest Bullseye Fund is non-diversified, meaning it concentrates its assets in
fewer stocks, which can significantly affect your Fund's performance. Value
stocks, the Fund's primary investment medium, can fall out of favor with
investors and may underperform growth stocks during certain market conditions.
It may also invest in foreign securities, which have special risks. An "all-cap"
portfolio, it may own small-cap companies, which are more volatile than the
overall market. REITs (real estate investment trusts) are another investment
alternative available to the Fund; REITs change in price with underlying real
estate values and have other mortgage-related risks. These risks affect your
investment's value. See a prospectus for details. Frequent portfolio turnover
may increase your risk of greater tax liability, which could lower your return
from this Fund.


                                                                               5
<PAGE>

                             PORTFOLIO COMPOSITION

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

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

Investments as of June 30, 2000
(unaudited)

Common Stock -- 100.4% of Total Net Assets


   Shares   Description                                      Value (a)
--------------------------------------------------------------------------------
            Airlines -- 8.1%
   30,000   AMR Corp. (c) ..............................   $   793,125
   51,500   Southwest Airlines .........................       975,281
                                                           -----------
                                                             1,768,406
                                                           -----------
            Chemicals -- 5.0%
   24,800   OM Group, Inc. .............................     1,091,200
                                                           -----------
            Computer Hardware -- 6.6%
   23,600   SanDisk Corp. (c) ..........................     1,444,025
                                                           -----------
            Computer Software & Services -- 5.1%
   20,000   Remedy Corp. (c) ...........................     1,115,000
                                                           -----------
            Electronic Components -- 3.1%
   35,000   C-Cube Microsystems, Inc. (c) ..............       686,875
                                                           -----------
            Electronics -- 4.2%
   18,000   Cognex Corp. (c) ...........................       931,500
                                                           -----------
            Health Care -- Drugs -- 10.9%
   30,800   Pfizer, Inc. ...............................     1,478,400
   17,850   Pharmacia Corp. ............................       922,622
                                                           -----------
                                                             2,401,022
                                                           -----------
            Medical Services -- 6.4%
   20,000   Baxter International, Inc. .................     1,406,250
                                                           -----------
            Paper & Forest Products -- 6.3%
   24,000   Kimberly-Clark Corp. .......................     1,377,000
                                                           -----------
            Publishing -- 5.1%
   20,600   McGraw-Hill Co., Inc. ......................     1,112,400
                                                           -----------
            Retail -- 4.9%
   110,000  Blockbuster, Inc. ..........................     1,065,625
                                                           -----------
            Semiconductors -- 8.4%
   15,700   STMicroelectronics NV ......................     1,007,744
   12,000   Texas Instruments, Inc. ....................       824,250
                                                           -----------
                                                             1,831,994
                                                           -----------
            Semiconductor -- Electronics -- 4.8%
   27,000   Rudolph Technologies, Inc. (c) .............     1,046,250
                                                           -----------
            Services -- 5.1%
   39,500   Sabre Group Holdings, Inc. (c) .............     1,125,750
                                                           -----------
            Services -- Data Processing --  4.9%
   21,500   First Data Corp. ...........................     1,066,937
                                                           -----------


6                See accompanying notes to financial statements.
<PAGE>

                       PORTFOLIO COMPOSITION -- continued

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

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

Investments as of June 30, 2000
(unaudited)

Common Stock -- continued


   Shares   Description                                      Value (a)
--------------------------------------------------------------------------------
            Telecommunications -- Equipment -- 4.9%
   15,700   Nortel Networks Corp. ......................   $ 1,071,525
                                                           -----------
            Transportation -- 6.6%
   30,500   Expeditors International ...................     1,448,750
                                                           -----------
            Total Common Stock (Identified
             Cost $21,673,610) .........................    21,990,509
                                                           -----------
            Total Investments -- 100.4%
             (Identified Cost $21,673,610) (b) .........    21,990,509
            Other assets less liabilities ..............       (88,682)
                                                           -----------
            Total Net Assets -- 100% ...................   $21,901,827
                                                           ===========

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

(b)  Federal Tax Information: At June 30, 2000 the
     net unrealized appreciation on investments
     based on cost of $21,673,610 for federal
     income tax purposes was as follows:

     Aggregate gross unrealized appreciation for
     all investments in which there is an excess
     of value over tax cost ............................   $ 2,048,039

     Aggregate gross unrealized depreciation for
     all investments in which there is an excess
     of tax cost over value ............................    (1,731,140)
                                                           -----------
     Net unrealized appreciation .......................   $   316,899
                                                           ===========

(c)  Non-income producing security.


                 See accompanying notes to financial statements.               7
<PAGE>

                      STATEMENT OF ASSETS AND LIABILITIES

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

June 30, 2000
(unaudited)

<TABLE>
<S>                                                                  <C>             <C>
ASSETS
  Investments at value (Identified cost $21,673,610) ...............                 $ 21,990,509
  Cash .............................................................                        4,820
  Receivable for:
    Fund shares sold ...............................................                        9,298
    Dividends and interest .........................................                        9,452
  Unamortized organization expense .................................                       11,497
                                                                                     ------------
                                                                                       22,025,576
LIABILITIES
  Payable for:
    Fund shares redeemed ........................................... $     55,533
  Accrued expenses:
    Management fees ................................................       28,005
    Deferred trustees' fees ........................................        3,110
    Accounting and administrative ..................................        1,269
    Transfer agent .................................................       11,570
    Other ..........................................................       24,262
                                                                     ------------
                                                                                          123,749
                                                                                     ------------
NET ASSETS .........................................................                 $ 21,901,827
                                                                                     ============

  Net Assets consist of:
    Paid in capital ................................................                 $ 15,662,066
    Undistributed net investment income (loss) .....................                      (83,752)
    Accumulated net realized gain (loss) ...........................                    6,006,614
    Unrealized appreciation (depreciation) on investments ..........                      316,899
                                                                                          -------
NET ASSETS .........................................................                 $ 21,901,827
                                                                                     ============

  Computation of net asset value and offering price:
  Net asset value and redemption price of Class A shares
    ($10,637,215 / 628,514 shares of beneficial interest) ..........                     $  16.92
                                                                                         ========

  Offering price per share (100/94.25 of $16.92) ...................                     $  17.95*
                                                                                         ========

  Net asset value and offering price of Class B shares
    ($9,883,311 / 592,884 shares of beneficial interest) ...........                     $  16.67**
                                                                                         ========

  Net asset value and offering price of Class C shares
    ($1,381,301 / 82,872 shares of beneficial interest) ............                     $  16.67**
                                                                                         ========
</TABLE>

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

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


8                See accompanying notes to financial statements.
<PAGE>

                             STATEMENT OF OPERATIONS

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

Six Months Ended June 30, 2000
(unaudited)

<TABLE>
<S>                                                                     <C>             <C>
INVESTMENT INCOME
  Dividends ........................................................                    $   103,064
  Interest .........................................................                         54,214
                                                                                        -----------
                                                                                            157,278

  Expenses
    Management fees ................................................    $   107,220
    Service fees - Class A .........................................         13,400
    Service and distribution fees - Class B ........................         49,426
    Service and distribution fees - Class C ........................          9,835
    Trustees' fees and expenses ....................................          3,587
    Accounting and administrative ..................................          1,380
    Custodian ......................................................         30,703
    Transfer agent .................................................         49,141
    Audit and tax services .........................................         16,417
    Legal ..........................................................          1,445
    Printing .......................................................         11,538
    Registration ...................................................         30,619
    Miscellaneous ..................................................          4,578
                                                                        -----------
  Total expenses ...................................................        329,289
  Less reductions ..................................................        (89,885)        239,404
                                                                        -----------     -----------
  Net investment loss ..............................................                        (82,126)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Realized gain (loss) on investments - net ........................                      2,979,705
  Unrealized appreciation (depreciation) on investments - net ......                     (3,421,523)
                                                                                        -----------
  Net gain (loss) on investment transactions .......................                       (441,818)
                                                                                        -----------

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS ..............                    $  (523,944)
                                                                                        ===========
</TABLE>


                See accompanying notes to financial statements.                9
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS

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

(unaudited)

<TABLE>
<CAPTION>
                                                                     Year Ended     Six Months Ended
                                                                    December 31,         June 30,
                                                                        1999              2000
                                                                   ------------       ------------
<S>                                                                <C>                <C>
FROM OPERATIONS
  Net investment income (loss) ................................    $   (214,793)      $    (82,126)
  Net realized gain on investments ............................       3,877,349          2,979,705
  Unrealized appreciation (depreciation) on investments .......       2,400,768         (3,421,523)
                                                                   ------------       ------------
  Increase (decrease) in net assets from operations ...........       6,063,324           (523,944)
                                                                   ------------       ------------

Increase (decrease) in net assets
    derived from capital share transactions ...................      (4,781,203)          (114,293)
                                                                   ------------       ------------
Total increase (decrease) in net assets .......................       1,282,121           (638,237)

NET ASSETS
  Beginning of the period .....................................      21,257,943         22,540,064
                                                                   ------------       ------------
  End of the period ...........................................    $ 22,540,064       $ 21,901,827
                                                                   ============       ============

UNDISTRIBUTED NET INVESTMENT INCOME (LOSS)
  End of the period ...........................................    $     (1,626)      $    (83,752)
                                                                   ============       ============
</TABLE>


10                See accompanying notes to financial statements.
<PAGE>

                              FINANCIAL HIGHLIGHTS

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

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                        Class A                                         Class B
                                  ---------------------------------------------   ---------------------------------------------
                                  March 31, 1998(a)                  Six Months   March 31, 1998(a)                  Six Months
                                      through         Year Ended       Ended           through        Year Ended       Ended
                                    December 31,     December 31,     June 30,       December 31,     December 31,    June 30,
                                        1998             1999           2000            1998              1999          2000
                                  ---------------    ------------    ----------   -----------------     ---------     ---------
<S>                                  <C>              <C>            <C>              <C>              <C>           <C>
Net asset value,
  beginning of period .............  $   12.50        $   12.65      $   17.29        $   12.50        $   12.60     $   17.10
                                     ---------        ---------      ---------        ---------        ---------     ---------
Income (loss) from
  investment operations
Net investment
  income (loss) ...................      (0.02)(b)        (0.09)(b)      (0.03)           (0.08)(b)        (0.19)(b)     (0.09)
Net realized and
  unrealized gain
  (loss) on investments ...........       0.17             4.73          (0.34)            0.18             4.69         (0.34)
                                     ---------        ---------      ---------        ---------        ---------     ---------
Total from investment
  operations ......................       0.15             4.64          (0.37)            0.10             4.50         (0.43)
                                     ---------        ---------      ---------        ---------        ---------     ---------
Net asset value,
  end of period ...................  $   12.65        $   17.29      $   16.92        $   12.60        $   17.10     $   16.67
                                     =========        =========      =========        =========        =========     =========
Total return (%) (c) ..............        1.2             36.7           (2.1)             0.8             35.7          (2.5)
Ratio of operating
  expenses to average
  net assets (%) ..................       3.14(d)          2.77           2.52(d)          3.89(d)          3.52          3.27(d)
Ratio of operating
  expenses to average
  net assets after
 expense reductions (%) (e) .......       1.75(d)          1.75           1.73(d)(f)       2.50(d)          2.50          2.48(d)(f)
Ratio of net investment
  income (loss) to
  average net
  assets (%) ......................      (0.28)(d)        (0.71)         (0.33)(d)        (1.03)(d)        (1.45)        (1.09)(d)
Portfolio turnover
  rate (%) ........................         68              138            168               68              138           168
Net assets,
  end of period (000) .............  $   9,653        $  10,549      $  10,637        $   8,618        $   9,774     $   9,883
</TABLE>

(a)  Commencement of operations.

(b)  Per share net investment loss has been calculated using the average shares
     outstanding during the period.

(c)  A sales charge in the case of Class A shares and a contingent deferred
     sales charge in the case of Class B shares is not reflected in total return
     calculations. Periods less than one year are not annualized.

(d)  Computed on an annualized basis.

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

(f)  The Fund has entered into agreements with brokers whereby the brokers
     rebate a portion of brokerage commissions. The rebated commissions reduce
     operating expenses of the Fund.


                 See accompanying notes to financial statements.              11
<PAGE>

                              FINANCIAL HIGHLIGHTS

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

For a share outstanding throughout each period
(unaudited)

<TABLE>
<CAPTION>
                                                                                          Class C
                                                                ----------------------------------------------------------
                                                                March 31, 1998(a)                               Six Months
                                                                     through             Year Ended               Ended
                                                                   December 31,          December 31,            June 30,
                                                                       1998                 1999                   2000
                                                                -----------------        ------------           ----------
<S>                                                                 <C>                   <C>                   <C>
Net asset value, beginning of period .....................          $   12.50             $   12.59             $   17.09
                                                                    ---------             ---------             ---------
Income (loss) from investment operations
Net investment income (loss) .............................              (0.08)(b)             (0.18)(b)             (0.13)
Net realized and unrealized gain
  (loss) on investments ..................................               0.17                  4.68                 (0.29)
                                                                    ---------             ---------             ---------
Total from investment operations .........................               0.09                  4.50                 (0.42)
                                                                    ---------             ---------             ---------
Net asset value, end of period ...........................          $   12.59             $   17.09             $   16.67
                                                                    =========             =========             =========
Total return (%) (c) .....................................                0.7                  35.7                  (2.5)
Ratio of operating expenses to average
  net assets (%) .........................................               3.89(d)               3.52                  3.27(d)
Ratio of operating expenses to average
  net assets after expense reductions(%) (e) .............               2.50(d)               2.50                  2.48(d)(f)
Ratio of net investment income (loss) to
  average net assets (%) .................................              (1.03)(d)             (1.45)                (1.09)(d)
Portfolio turnover rate (%) ..............................                 68                   138                   168
Net assets, end of period (000) ..........................          $   2,987             $   2,218             $   1,381
</TABLE>

(a)  Commencement of operations.

(b)  Per share net investment income (loss) has been calculated using the
     average shares outstanding during the period.

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

(d)  Computed on an annualized basis.

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

(f)  The Fund has entered into agreements with brokers whereby the brokers
     rebate a portion of brokerage commissions. The rebated commissions reduce
     operating expenses of the Fund.


12                See accompanying notes to financial statements.
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

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

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

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

The Fund offers Class A, Class B and Class C shares. Class A shares are sold
with a maximum front end sales charge of 5.75%. Class B shares do not pay a
front end sales charge, but pay a higher ongoing distribution fee than Class A
shares for eight years (at which point they automatically convert to Class A
shares), and are subject to a contingent deferred sales charge if those shares
are redeemed within six years of purchase. Class C shares do not pay front end
sales charges and do not convert to any other class of shares, but they do pay a
higher ongoing distribution fee than Class A shares and may be subject to a
contingent deferred sales charge if those shares are redeemed within one year.
Expenses of the Fund are borne pro rata by the holders of each class of shares,
except that each class bears expenses unique to that class (including the Rule
12b-1 service and distribution fees applicable to such class), and votes as a
class only with respect to its own Rule 12b-1 plan. Shares of each class would
receive their pro rata share of the net assets of the Fund, if the Fund were
liquidated. In addition, the Trustees approve separate dividends on each class
of shares.

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

a. Security Valuation. Equity securities are valued on the basis of valuations
furnished by a pricing service, authorized by the Board of Trustees, which
service provides the last reported sale price for securities listed on an
applicable securities exchange or on the NASDAQ national market system, or, if
no sale was reported and in the case of over-the-counter securities not so
listed, the last reported bid price. Short-term obligations with a remaining
maturity of less than sixty days are stated at amortized cost, which
approximates market value. All other securities and assets are valued at their
fair value as determined in good faith by the Fund's adviser and subadviser,
under the supervision of the Fund's Trustees.

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

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

d. Dividends and Distributions to Shareholders. Dividends and distributions are
recorded on the ex-dividend


                                                                              13
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- continued

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

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

date. The timing and characterization of certain income and capital gains
distributions are determined in accordance with federal tax regulations which
may differ from generally accepted accounting principles. These differences are
primarily due to differing treatments for non-deductible expenses, net operating
losses and distributions from real estate investment trusts for book and tax
purposes. Permanent book and tax basis differences relating to shareholder
distributions will result in reclassification to the capital accounts.

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

f. Organization Expense. Costs incurred in fiscal 1998 in connection with the
Fund's organization, amounting to $21,223 in the aggregate, were paid by the
Fund and are being amortized by the Fund over 60 months.

2. Purchases and Sales of Securities. For the six months ended June 30, 2000,
purchases and sales of securities (excluding short-term investments) were
$38,018,396 and $35,225,208 , respectively.

3a. Management Fees and Other Transactions with Affiliates. The Fund pays gross
management fees to its investment adviser, Nvest Funds Management, L.P. ("Nvest
Management") at the annual rate of 0.95% of the first $200 million of the Fund's
average daily net assets, 0.90% of the next $300 million and 0.85% of such
assets in excess of $500 million reduced by payments to the Fund's investment
subadviser, Jurika & Voyles L.P. ("Jurika & Voyles"), at the rate of 0.57% of
the first $200 million of the average daily net assets of the Fund, 0.50% of the
next $300 million of such assets and 0.43% of such assets in excess of $500
million. Certain officers and directors of Nvest Management are also officers or
Trustees of the Fund. Nvest Management and Jurika & Voyles are wholly owned
subsidiaries of Nvest Companies, L.P. ("Nvest") which is a subsidiary of
Metropolitan Life Insurance Company (see Note 7).

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

         Fees Earned
         -----------
         Nvest Management           $ 42,888
         Jurika & Voyles              64,332
                                    --------
                                    $107,220
                                    ========

The effective annualized management fee before the expense limitation for the
six months ended June 30, 2000 was 0.95%. As a result of the expense limitation
as described in Note 4, the effective annualized management fee for the six
months ended June 30, 2000 was 0.18%.


14
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- continued

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

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

b. Accounting and Administrative Expense. Nvest Services Company, Inc. ("NSC")
is a wholly owned subsidiary of Nvest and performs certain accounting and
administrative services for the Fund. The Fund pays NSC a group fee for these
services equal to the annual rate of 0.035% of the first $5 billion of Nvest
Funds' average daily net assets, 0.0325% of the next $5 billion of the Nvest
Funds' average daily net assets, and 0.03% of the Nvest Funds' average daily net
assets in excess of $10 billion. For the six months ended June 30, 2000, these
expenses amounted to $1,380 and are shown separately in the financial statements
as accounting and administrative. The effective annualized accounting and
administrative expense for the six months ended June 30, 2000 was 0.034%.

c. Transfer Agent Fees. NSC is the transfer and shareholder servicing agent for
the Fund and Boston Financial Data Services ("BFDS") serves as the sub-transfer
agent for the Fund. NSC receives account fees for shareholder accounts. NSC and
BFDS are also reimbursed by the Fund for out-of-pocket expenses. For the six
months ended June 30, 2000, the Fund paid NSC $49,665 as compensation for its
services as transfer agent.

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

Under the Class A Plan, the Fund pays Nvest Funds Distributor, L.P. ("Nvest
Funds"), the Fund's distributor (a wholly owned subsidiary of Nvest), a monthly
service fee at the annual rate of 0.25% of the average daily net assets
attributable to the Fund's Class A shares, as reimbursement for expenses
(including certain payments to securities dealers, who may be affiliated with
Nvest Funds) incurred by the Nvest Funds in providing personal services to
investors in Class A shares and/or the maintenance of shareholder accounts. For
the six months ended June 30, 2000, the Fund paid Nvest Funds $13,400 in fees
under the Class A Plan.

Under the Class B and Class C Plans, the Fund pays Nvest Funds a monthly service
fee at the annual rate of 0.25% of the average daily net assets attributable to
the Fund's Class B and Class C shares, as compensation for services provided and
expenses (including certain payments to securities dealers, who may be
affiliated with Nvest Funds) incurred by Nvest Funds in providing personal
services to investors in Class B and Class C shares and/or the maintenance of
shareholder accounts. For the six months ended June 30, 2000, the Fund paid
Nvest Funds $12,357 and $2,459 in service fees under the Class B and Class C
plans, respectively.

Also under the Class B and Class C Plans, the Fund pays Nvest Funds monthly
distribution fees at the annual rate of 0.75% of the average daily net assets
attributable to the Fund's Class B and Class C shares, as compensation for
services provided and expenses (including certain payments to securities
dealers, who may be affiliated with Nvest Funds) incurred by Nvest Funds in
connection with the marketing or sale of Class B and Class C shares. For the six
months ended June 30, 2000, the Fund paid Nvest Funds $37,069 and $7,376 in
distribution fees under the Class B and Class C plans, respectively.

Commissions (including contingent deferred sales charges) on Fund shares paid to
Nvest Funds by investors in shares of the Fund during the six months ended June
30, 2000 amounted to $41,208.


                                                                              15
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- continued

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

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

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

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

4. Expense Limitations and Contingent Expense Obligation. The Fund has entered
into agreements with brokers whereby the brokers will rebate a portion of
brokerage commissions. Amounts earned by the Fund under such agreements are
presented as a reduction of expenses in the Statement of Operations. For the six
months ended June 30, 2000, the Fund's expenses were reduced by $2,514 under
these agreements.

Nvest Management has given a binding undertaking and Jurika & Voyles has
voluntarily agreed to defer their respective management and subadvisory fees
and, if necessary, Nvest Management has agreed to bear certain expenses
associated with the Fund to the extent necessary to limit the Fund's expenses to
the annual rates of 1.75%, 2.50% and 2.50%. The Fund is obligated to pay such
deferred fees in later periods to the extent the Fund's expenses fall below the
annual rate of 1.75%, 2.50% and 2.50% of the average net assets of the Fund's
Class A, Class B and Class C shares, respectively, provided however, that the
Fund is not obligated to pay any such deferred fees more than one year after the
end of the fiscal year in which the fee was deferred. Nvest Management's
undertaking will be in effect for the life of the Fund's current prospectus. As
a result of the Fund's expenses exceeding the expense limitation during the six
months ended June 30, 2000, Nvest Management deferred $23,039 of their $42,888
management fee and Jurika & Voyles deferred their entire subadvisory fee of
$64,332.

In conjunction with the above undertaking, a fee deferral agreement was in
effect for the period ended December 31, 1998, by which Nvest Management and
Jurika & Voyles deferred fees subject to the obligation of the Fund to pay such
fees in later periods to the extent that the Fund's expenses fall below the
annual rate of 1.75% for Class A shares, 2.50% for Class B shares and 2.50% for
Class C shares, provided however, that the Fund is not obligated to pay any such
deferred fees more than two years after the end of the fiscal year in which the
fee was deferred.

Fees deferred in 1998 (subject to repayment until December 31, 2000). Nvest
Management and Jurika & Voyles deferred their entire management and subadvisory
fees of $115,268.


16
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS -- continued

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

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

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

<TABLE>
<CAPTION>
                                                                                 Year Ended                  Six Months Ended
                                                                             December 31, 1999                 June 30, 2000
                                                                        ---------------------------     ---------------------------
Class A                                                                    Shares          Amount          Shares          Amount
-------                                                                 -----------     -----------     -----------     -----------
<S>                                                                        <C>          <C>                <C>          <C>
Shares sold ........................................................        156,650     $ 2,072,162         122,884     $ 2,109,303
Shares repurchased .................................................       (309,802)     (4,026,800)       (104,342)     (1,783,755)
                                                                        -----------     -----------     -----------     -----------
Net increase (decrease) ............................................       (153,152)    $(1,954,638)         18,542     $   325,548
                                                                        -----------     -----------     -----------     -----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                 Year Ended                  Six Months Ended
                                                                             December 31, 1999                 June 30, 2000
                                                                        ---------------------------     ---------------------------
Class B                                                                    Shares          Amount          Shares          Amount
-------                                                                 -----------     -----------     -----------     -----------
<S>                                                                        <C>          <C>                 <C>         <C>
Shares sold ........................................................        152,642     $ 1,933,280          77,249     $ 1,308,885
Shares repurchased .................................................       (264,786)     (3,376,826)        (56,032)       (950,563)
                                                                        -----------     -----------     -----------     -----------
Net increase (decrease) ............................................       (112,144)    $(1,443,546)         21,217     $   358,322
                                                                        -----------     -----------     -----------     -----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                 Year Ended                  Six Months Ended
                                                                             December 31, 1999                 June 30, 2000
                                                                        ---------------------------     ---------------------------
Class C                                                                    Shares          Amount          Shares          Amount
-------                                                                 -----------     -----------     -----------     -----------
<S>                                                                        <C>          <C>                 <C>         <C>
Shares sold ........................................................         17,629     $   226,404           7,438     $   126,605
Shares repurchased .................................................       (125,090)     (1,609,423)        (54,285)       (924,768)
                                                                        -----------     -----------     -----------     -----------
Net increase (decrease) ............................................       (107,461)    $(1,383,019)        (46,847)    $  (798,163)
                                                                        -----------     -----------     -----------     -----------

Increase (decrease) derived from capital shares transactions .......       (372,757)    $(4,781,203)         (7,088)    $  (114,293)
                                                                        ===========     ===========     ===========     ===========
</TABLE>

6. Non-diversified Status. Compared with other mutual funds, the Fund may invest
a greater percentage of its assets in a particular company. Therefore, the
Fund's return could be significantly affected by the performance of any one of
the small number of stocks in its portfolio.

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

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


                                                                              17
<PAGE>


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

                            NVEST EQUITY INCOME FUND

  Supplement dated August 21, 2000 to Nvest Stock Funds Prospectus Class A, B
                            and C dated May 1, 2000


Effective August 1, 2000, Margaret Buescher is the sole portfolio manager for
the Fund.


18
<PAGE>

                             REGULAR INVESTING PAYS

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

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

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

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

                                                  The Power of Monthly Investing

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


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


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

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

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

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


                                                                              19
<PAGE>

                              SAVING FOR RETIRMENT

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

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

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

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

                                                    Two Hypothetical Investments

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

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


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

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

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


20
<PAGE>

                                   NVEST FUNDS

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


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

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

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


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


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

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

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

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


<PAGE>

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



          BE58-0600
[LOGO] Printed On Recycled Paper

<PAGE>

                               SEMIANNUAL REPORT

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

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

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

                                                      Nvest Equity Income Fund

                                                                 Where
                                                               The Best
                                                            Minds Meet(R)



Please read the prospectus
supplement on page 21.


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


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

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

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

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

YOUR CHOICE OF INVESTMENT TOOLS

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

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

NVEST IS POISED FOR GLOBAL GROWTH

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

                       [JOHN HAILERS SIGNATURE GOES HERE]


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

               NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

<PAGE>


                            NVEST EQUITY INCOME FUND
================================================================================

                                        INVESTMENT RESULTS THROUGH JUNE 30, 2000
--------------------------------------------------------------------------------
Putting Performance in Perspective

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

Your Fund's  benchmark has changed from the Standard & Poor's Composite Index of
500 Stocks  ("S&P  500") to the Russell  1000 Value Index to better  reflect its
investment  goal,  strategy  and the type of  stocks  normally  included  in the
portfolio.

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

[GROWTH OF $10,000 CHART GOES HERE]

November 1995 (Inception) through June 2000

                       NAV           MSC          SP500      R 1000 Value
       --------------------------------------------------------------------
         6/00        15,790        14,882        25,927        21,276
        12/99        16,135        15,207        26,037        20,413
         6/99        17,366        16,368        24,177        21,463
        12/98        16,455        15,509        21,510        19,016
         6/98        17,002        16,025        19,694        18,444
        12/97        16,026        15,105        16,737        16,444
         6/97        14,629        13,788        15,140        14,315
        12/96        13,068        12,316        12,555        12,164
         6/96        11,356        10,703        11,245        10,748
        12/95        10,321         9,728        10,215        10,374
        11/95        10,000         9,425        10,000        10,000

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


                                                                               1
<PAGE>
                            NVEST EQUITY INCOME FUND
================================================================================


                                          AVERAGE ANNUAL TOTAL RETURNS-- 6/30/00
--------------------------------------------------------------------------------
  CLASS A (Inception 11/28/95)           6 MONTHS        1 YEAR  SINCE INCEPTION
  Net Asset Value(1)                      -2.46%         -9.37%        10.39%
  With Maximum Sales Charge(2)            -8.09          -14.59         8.97
--------------------------------------------------------------------------------
  CLASS B (Inception 9/15/97)            6 MONTHS        1 YEAR  SINCE INCEPTION
  Net Asset Value(1)                      -2.86%         -10.09%       -0.01%
  With CDSC(3)                            -7.72          -14.58        -1.06
--------------------------------------------------------------------------------
  CLASS C (Inception 9/15/97)            6 MONTHS        1 YEAR  SINCE INCEPTION
  Net Asset Value(1)                      -2.86%         -10.08%        0.02%
  With CDSC(3)                            -3.83          -10.98         0.02

<TABLE>
<CAPTION>

                                                         SINCE     SINCE       SINCE
                                                         FUND'S    FUND'S      FUND'S
                                                        CLASS A    CLASS B     CLASS C
COMPARATIVE PERFORMANCE            6 MONTHS  1 YEAR    INCEPTION  INCEPTION   INCEPTION
<S>                                  <C>      <C>        <C>       <C>         <C>
S&P 500(4)                           -0.42%    7.24%      23.08%    18.26%      18.26%
Russell 1000 Value Index(5)          -4.23    -8.92       16.38      6.97        6.97
Morningstar Large Value Average(6)   -1.92    -5.21       14.34      6.63        6.63
Lipper Equity Income Average(7)      -1.91    -6.71       12.30      4.93        4.93
</TABLE>

NOTES TO CHARTS

Fund  performance for the period through May 31, 1999 reflects that of the prior
subadviser,  Loomis,  Sayles & Company,  L.P.  Vaughan,  Nelson,  Scarborough  &
McCullough, L.P. (VNSM) became the subadviser on June 1, 1999.

These returns  represent past  performance and do not guarantee  future results.
Share  price and return  will vary and you may have a gain or loss when you sell
your  shares.  Recent  returns may be higher or lower than those  shown.  If the
Fund's  investment  adviser and subadviser had not waived or reimbursed  certain
Fund expenses, total returns would have been lower.

1    These results include  reinvestment of any dividends and capital gains, but
     do not include a sales charge.
2    These results include  reinvestment of any dividends and capital gains, and
     the maximum sales charge of 5.75%.
3    These results  include  reinvestment  of any  dividends and capital  gains.
     Performance for Class B shares assumes a maximum 5.00% contingent  deferred
     sales  charge  applied  when you  sell  shares.  Class C share  performance
     assumes a 1.00% CDSC when you sell shares within one year of purchase.
4    S&P 500 is an unmanaged index of U.S. common stock performance. You may not
     invest directly in an index.
5    Russell  1000 Value Index is an  unmanaged  index of the largest  1000 U.S.
     companies  within the Russell 3000,  selected for their value  orientation.
     You may not invest  directly  in an index.  Class B and Class C share since
     inception return is calculated from 9/30/97.
6    Morningstar  Large Value Average is the average  performance  without sales
     charges  of  all  mutual  funds  with  similar  investment   objectives  as
     calculated by  Morningstar,  Inc. Class A share since  inception  return is
     calculated from 11/30/95.  Class B and C share since inception  performance
     is calculated from 9/30/97.
7    Lipper  Equity  Income  Average is the average  performance  without  sales
     charges of all  mutual  funds with a similar  current  investment  style or
     objective as determined by Lipper Inc. Class A share since inception return
     is  calculated  from  11/30/95.   Class  B  and  C  share  since  inception
     performance is calculated from 9/30/97.


2
<PAGE>

                            NVEST EQUITY INCOME FUND
================================================================================

                                          INTERVIEW WITH YOUR PORTFOLIO MANAGERS
--------------------------------------------------------------------------------

[PICTURES OF MARGARET BUESCHER AND JEAN MALO GO HERE]

Margaret Buescher,
Jean Malo
Vaughan, Nelson, Scarborough & McCullough, L.P

Q. Please tell us about Nvest Equity Income Fund's  performance during the first
half of 2000.

For the six months ended June 30,  2000,  the Fund's Class A shares at net asset
value returned -2.46.  This return includes  reinvested  distributions of $0.08.
Nvest  Equity  Income Fund fared  better than the Russell  1000 Value  Index,  a
common  measure  of  large-cap  value  stock  performance  and  the  Fund's  new
benchmark, which returned -4.23%.

Q. What was the investment environment, especially as it affects the Fund?

The major market indices recorded only modest changes over the first half of the
year. But the relatively  small movement in the Standard & Poor's 500 and Nasdaq
Composite indexes concealed a volatile period.  Most noteworthy were sharp drops
in  speculative  technology  stocks,  as  investors  reassessed  the outlook for
Internet stocks in particular. In our opinion, these Internet-centered  declines
went a long way toward reducing  excessively  high  valuations.  But the biggest
weight on the  markets'  shoulders  was the series of  interest  rate  increases
imposed by the Federal Reserve Board since June of 1999.

Higher  interest rates mean higher costs for  businesses of all kinds.  As costs
rise and profits come under pressure,  expansion plans or product  introductions
may have to be put off. When the rate increases  began,  stock  valuations  were
already high by historic  standards,  so it is no surprise that increasing rates
depressed the prices of many stocks.  Volatility  such as we saw this winter and
spring is a sign of investor indecision, and by the end of the period changes in
preferences were becoming evident. We believe investor attention has become more
balanced between the highest-price growth stocks and value stocks, narrowing the
gap between the two sectors.

                                                                               3
<PAGE>

                            NVEST EQUITY INCOME FUND
================================================================================

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

Our investment  approach  focuses on carefully  researched  value stocks,  those
selling at prices that do not reflect the companies' prospects. The measurements
we use to search for  unrecognized  value  include  the  strength of a company's
management,  the possibility of increased earnings and low stock prices relative
to potential worth.

The Federal Reserve's goal in raising interest rates is to take steam out of the
economy and forestall the threat of inflation.  There have been some early signs
of a slowdown in the form of decelerating  sales of cars and new homes. For that
reason  we  are  underweighting  the  Fund's  exposure  to  stocks  in  cyclical
industries  and basic  manufacturing,  both of which have tended to ebb and flow
with the economy.

Instead,  our strategy has been to favor  industries in which demand tends to be
stable throughout  economic cycles.  Healthcare fits that  description,  and the
Fund holds drug and  hospital  supply  companies  Merck,  Johnson & Johnson  and
Baxter  International  in the  portfolio.  We have also found good value in real
estate investment trusts (REITs).  Stocks of many successful REITs have suffered
from neglect, with some selling at prices below the value of the properties they
own and manage.  The sector's  high yields should help satisfy the Fund's income
objective.  REITs in the portfolio include Equity Residential  Properties Trust,
managers of apartment complexes  nationwide,  and Weingarten Realty,  which runs
shopping centers in the South and West.


TOP 10 PORTFOLIO HOLDINGS -- 6/30/00

                                             % OF
COMPANY                                   NET ASSETS
----------------------------------------------------
1.    American General Corp.                 4.4
2.    Citigroup, Inc.                        4.2
3.    Duke Power Co.                         3.9
4.    Chase Manhattan Corp.                  3.9
5.    Shell Transport & Trading Co.          3.7
6.    American International Group, Inc.     3.6
7.    Merck & Co.                            3.5
8.    Bank of New York Co., Inc.             3.5
9.    Morgan Stanely Dean Witter & Co.       3.5
10. Baxter International, Inc.               3.5

Portfolio holdings and asset allocations will vary.

4
<PAGE>

NVEST EQUITY INCOME FUND

We also increased exposure to the financial sector.  These stocks should perform
well once the economy  begins to moderate and interest rates level off. There is
also the possibility of further consolidation within the industry.

Q.  What  investments  affected  performance  the  most,  either  positively  or
negatively?

Among the positives  were Nvest Equity Income Fund's  commitments  to healthcare
and REITs.  Merrill Lynch,  a brokerage and investment  banking giant and one of
the few truly global  financial  services  companies,  was also a standout  amid
mixed results for financial  stocks.  Merrill has reported  growing earnings and
launched a major initiative aimed at gaining a larger share of on-line financial
activity.

On the negative side, results in Procter and Gamble were very disappointing,  as
the company announced  reduced profit  expectations and its shares fell sharply.
We have since eliminated this holding because we believe that recovery will take
some time. Shares of data processing  services provider  Electronic Data Systems
fell on reports  that its  revenues  were not  growing  as quickly as  expected;
however,  we believe this situation is temporary and have  maintained the Fund's
position.

Q. What is your outlook for the rest of 2000 and into next year?

We think the Federal Reserve Board is likely to succeed in slowing the economy's
growth rate without  setting off a recession.  We also don't expect a resurgence
of  inflationary  pressures,  in part  because  of  steady  gains  in  workplace
productivity or the amount of output for each hour of labor.

As it becomes  clear that  economic  activity  is slowing in  response to higher
rates,  the current  series of rate  increases  may end. The prices of stocks in
many sectors have already  declined to levels that reflect  prospects for slower
economic times, and investor  preference for value over high-tech "sizzle" seems
to be  growing.  Consequently,  with the markets  beginning  to show a taste for
reasonable  valuations,  we think  Nvest  Equity  Income  Fund's  current mix of
reasonably  priced  securities  will  benefit  investors  who  seek  income  and
long-term capital appreciation.

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

Nvest Equity Income Fund invests  primarily in value stocks,  which can fall out
of favor with investors and which may underperform  growth stocks during certain
conditions.  The fund may also invest in foreign securities,  which have special
risks  that may  affect  the  value of your  investment.  See a  prospectus  for
details.  Past performance does not guarantee future results.  REITs are subject
to changes in underlying  real estate values,  rising  interest  rates,  limited
diversification  of holdings,  higher costs and prepayment  risk associated with
related mortgages.

                                                                               5
<PAGE>

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


Investments as of June 30, 2000
(unaudited)

COMMON STOCK -- 94.5% OF TOTAL NET ASSETS

  SHARES   DESCRIPTION                                VALUE (A)
--------------------------------------------------------------------------------
           AEROSPACE-- 1.4%
   6,500   Honeywell International, Inc.              $218,969
                                                     ---------
           BANKS-- 16.9%
  12,300   Bank of New York Co., Inc.                  571,950
  13,400   Bank One Corp.                              355,938
  13,800   Chase Manhattan Corp.                       635,662
  11,200   Citigroup, Inc.                             674,800
   4,500   J.P. Morgan & Co., Inc.                     495,562
                                                     ---------
                                                    2,733,912
                                                     ---------
           BUSINESS SERVICES-- 1.1%
   4,300   Electronic Data Systems Corp.               177,375
                                                     ---------
           CHEMICALS-- 1.9%
   7,000   E.l. du Pont de Nemours & Co.               306,250
                                                     ---------
           COMMUNICATION SERVICES-- 3.3%
   3,000   Sprint Corp.                                153,000
   8,500   WorldCom, Inc.                              389,938
                                                     ---------
                                                       542,938
                                                     ---------
           COMPUTERS & BUSINESS EQUIPMENT-- 5.7%
  10,200   Compaq Computer Corp.                       260,738
   3,500   Hewlett-Packard Co.                         437,062
   2,000   International Business Machines Corp.       219,125
                                                     ---------
                                                       916,925
                                                     ---------
           DOMESTIC OIL-- 3.1%
   6,400   Exxon Mobil Corp.                           502,400
                                                     ---------
           DRUGS & HEALTHCARE-- 9.6%
   8,000   Baxter International, Inc.                  562,500
   4,100   Johnson & Johnson, Inc.                     417,688
   7,500   Merck & Co.                                 574,687
                                                     ---------
                                                     1,554,875
                                                     ---------
           ELECTRIC UTILITIES-- 3.9%
  11,300   Duke Power Co.                              637,037
                                                     ---------
           ELECTRICAL EQUIPMENT-- 1.2%
   3,700   General Electric Co.                        196,100
                                                     ---------
           FINANCIAL SERVICES-- 4.6%
   6,000   Fannie Mae                                  313,125
   3,700   Merrill Lynch & Co., Inc.                   425,500
                                                     ---------
                                                       738,625
                                                     ---------
           FOOD & BEVERAGES-- 4.9%
   6,300   PepsiCo, Inc.                               279,956
   6,800   Quaker Oats Co.                             510,850
                                                     ---------
                                                       790,806
                                                     ---------

                 See accompanying notes to financial statements.

6
<PAGE>

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

Investments as of June 30, 2000
(unaudited)

COMMON STOCK -- CONTINUED

  SHARES   DESCRIPTION                                VALUE (A)
--------------------------------------------------------------------------------
           FOREST PRODUCTS-- 0.9%
  3,300    Weyerhaeuser Co.                 $          141,900
                                                     ---------
           INSURANCE-- 10.0%
  11,700   American General Corp.                      713,700
   5,000   American International Group, Inc.          587,500
   5,300   Chubb Corp.                                 325,950
                                                      --------
                                                     1,627,150
                                                     ---------
           INTERNATIONAL OIL-- 6.7%
   8,700   BP Amoco PLC (ADR)                          492,094
  12,000   Shell Transport & Trading Co. (ADR)         599,250
                                                      --------
                                                     1,091,344
                                                     ---------
           OFFICE FURNISHINGS & SUPPLIES-- 2.2%
   5,400   Avery Dennison Corp.                        362,475
                                                      --------
           PAPER-- 2.0%
   5,600   Kimberly-Clark Corp.                        321,300
                                                       --------
           REAL ESTATE-- 6.5%
  19,400   Duke-Weeks Realty Corp. (REIT)              434,075
   9,100   Equity Residential Properties Trust (REIT)  418,600
   4,800   Weingarten Realty Investors (REIT)          193,800
                                                      --------
                                                     1,046,475
                                                     ---------
           RETAIL-DEPARTMENT STORE-- 2.3%
  19,400   Family Dollar Stores, Inc.                  379,513
                                                       -------
           TELECOMMUNICATIONS-- 4.9%
  10,000   AT&T Corp.                                  316,250
   7,800   GTE Corp.                                   485,550
                                                       -------
                                                       801,800
                                                       -------
           TOBACCO-- 1.4%
   8,500   Philip Morris Companies, Inc.               225,781
                                                       -------
           TRANSPORTATION-- 0.0%
      86   Hvide Marine, Inc. (c)                          511
      54   Hvide Marine, Inc. (warrants) (c)                81
                                                           ---
                                                           592
                                                           ---
           Total Common Stock (Identified
              Cost $15,501,937)                     15,314,542
                                                    ----------

                 See accompaying notes to financial statements.
                                                                               7
<PAGE>
                        PORTFOLIO COMPOSITION - CONTINUED
================================================================================

Investments as of June 30, 2000
(unaudited)

CONVERTIBLE PREFERRED STOCK - 5.6%

  SHARES   DESCRIPTION                                VALUE (A)
--------------------------------------------------------------------------------
           FINANCIAL SERVICES-- 5.6%
  21,000   Morgan Stanely Dean Witter & Co., 6% Reset
           PERQS Exchangeable for shares of Oracle
           Corp. Common Stock, Zero Coupon                      $        567,000
  26,000   Morgan Stanley Dean Witter & Co., 6% Reset
           PERQS Exchangeable for shares of Home Depot
           Common Stock, Zero Coupon                                     331,500
                                                                       ---------
                                                                         898,500
                                                                       ---------
           Total Convertible Preferred Stock
           (Identified Cost $838,108)                                    898,500
                                                                       ---------
           Total Investments-- 100.1%
           (Identified Cost $16,340,045) (b)                          16,213,042
           Other assets less liabilities                                (10,411)
                                                                       ---------
           Total Net Assets-- 100%                                $   16,202,631
                                                                       =========

(a)  See Note 1a of Notes to Financial Statements.
(b)  Federal Tax Information:  At June 30, 2000 the net unrealized  depreciation
     on investments based on cost of $16,340,045 for federal income tax purposes
     was as follows:
     Aggregate gross unrealized appreciation for all investments
     in which there is an excess of value over tax cost           $    1,560,797
     Aggregate gross unrealized depreciation for all investments
     in which there is an excess of tax cost over value              (1,687,800)
                                                                      ---------
     Net unrealized depreciation                                  $    (127,003)
                                                                  =============
(c)  Non-income producing.
     At December 31, 1999 the Fund had a capital loss carryover of approximately
     $238,648  which  expires on December  31,  2007.  This may be  available to
     offset future  realized  capital gains,  if any, to the extent  provided by
     regulations.
ADR  An American Depositary Receipt (ADR) is a certificate issued by a Custodian
     Bank  representing  the right to receive  securities of the foreign  issuer
     described.  The values of ADRs are  significantly  influenced by trading on
     exchanges not located in the United States.
PERQS Performance Equity-Linked Redemption Quarterly-Pay Securities.
REIT Real Estate Investment Trust

                See accompanying notes to financial statements.

8
<PAGE>

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

June 30, 2000
(unaudited)

<TABLE>
ASSETS
<S>     <C>                                                                             <C>                  <C>
        Investments at value (Identified cost $16,340,045)                                                   $    16,213,042
        Cash                                                                                                          52,045
        Receivable for:
             Fund shares sold                                                                                          9,860
             Dividends and interest                                                                                   36,246
        Unamortized organization expenses                                                                              1,379
                                                                                                                     -------
                                                                                                                  16,312,572

LIABILITIES
        Payable for:
             Fund shares redeemed                                                       $        71,560
        Accrued expenses:
             Management fees                                                                      1,384
             Deferred trustees' fees                                                              3,845
             Accounting and administrative                                                        1,525
             Other expenses                                                                      31,627
                                                                                                 ------
                                                                                                                    109,941
                                                                                                                    -------
NET ASSETS                                                                                                  $    16,202,631
                                                                                                                 ==========

        Net Assets consist of:
             Paid in capital                                                                                      17,099,430
             Undistributed net investment income                                                                      27,968
             Accumulated net realized gain (loss)                                                                   (797,764)
             Unrealized appreciation (depreciation) on investments                                                  (127,003)
                                                                                                             ---------------
NET ASSETS                                                                                                   $    16,202,631
                                                                                                                  ==========

        Computation of net asset value and offering price:
        Net asset value and redemption price of Class A shares
        ($7,965,812 / 478,251 shares of beneficial interest)                                                $          16.66
                                                                                                            ================

        Offering price per share (100/94.25 of $16.66)                                                      $          17.67*
                                                                                                            ================
        Net asset value and offering price of Class B shares
        ($7,438,445 / 448,022 shares of beneficial interest)                                                $          16.60**
                                                                                                            ================
        Net asset value and offering price of Class C shares
        ($798,374 / 48,062 shares of beneficial interest)                                                   $          16.61**
                                                                                                            ================

</TABLE>

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

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


                See accompanying notes to financial statements.
                                                                               9
<PAGE>

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

Six Months Ended June 30, 2000
(unaudited)

<TABLE>
<S>     <C>                                                                             <C>                  <C>
INVESTMENT INCOME
        Dividends                                                                                            $       215,751
        Interest                                                                                                       1,660
                                                                                                                  ----------
                                                                                                                     217,411

        Expenses
             Management fees                                                            $        63,028
             Service fees - Class A                                                              11,278
             Service and distribution fees - Class B                                             39,840
             Service and distribution fees - Class C                                              5,088
             Trustees' fees and expenses                                                          3,471
             Accounting and administrative                                                        3,183
             Custodian                                                                           26,293
             Transfer agent                                                                      45,583
             Audit and tax services                                                              13,730
             Legal                                                                                2,911
             Printing                                                                            12,308
             Registration                                                                        17,446
             Miscellaneous                                                                        5,760
                                                                                               --------
        Total expenses                                                                          249,919
        Less reductions                                                                         (85,616)             164,303
                                                                                               ---------          ----------
        Net investment income                                                                                         53,108
                                                                                                                  ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
        Realized gain (loss) on investments - net                                              (559,119)
        Unrealized appreciation (depreciation) on investments - net                            (188,567)
                                                                                              ---------
        Net gain (loss) on investment transactions                                                                  (747,686)
                                                                                                                   ---------

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                                                      $        (694,578)
                                                                                                                  ==========
</TABLE>


                See accompanying notes to financial statements.


10
<PAGE>


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

(unaudited)
<TABLE>
<CAPTION>


                                                                                            YEAR ENDED        SIX MONTHS ENDED
                                                                                           DECEMBER 31,            JUNE 30,
                                                                                               1999                  2000
                                                                                        ----------------------------------------
FROM OPERATIONS
<S>     <C>                                                                             <C>                  <C>
        Net investment income                                                           $       155,346      $        53,108
        Net realized gain (loss) on investments                                                 470,948             (559,119)
        Unrealized appreciation (depreciation) on investments                                (1,477,659)            (188,567)
                                                                                             ----------             --------
        Increase (decrease) in net assets from operations                                      (851,365)            (694,578)
                                                                                               --------             --------

FROM DISTRIBUTIONS TO SHAREHOLDERS
        Net investment income
             Class A                                                                            (97,786)             (39,667)
             Class B                                                                            (35,542)              (4,823)
             Class C                                                                             (4,872)                (651)
        Net realized gain on investments
             Class A                                                                             (2,457)                   0
             Class B                                                                             (2,078)                   0
             Class C                                                                               (306)                   0
                                                                                                   ----                    -
                                                                                               (143,041)             (45,141)
                                                                                               --------              -------
INCREASE (DECREASE) IN NET ASSETS
        DERIVED FROM CAPITAL SHARE TRANSACTIONS                                             (13,298,989)          (5,327,404)
                                                                                            -----------           ----------
Total increase (decrease) in net assets                                                     (14,293,395)          (6,067,123)
NET ASSETS
        Beginning of the period                                                              36,563,149           22,269,754
                                                                                             ----------           ----------
        End of the period                                                               $    22,269,754      $    16,202,631
                                                                                        ===============      ===============
UNDISTRIBUTED NET INVESTMENT INCOME
        End of the period                                                               $        20,001      $        27,968
                                                                                        ===============      ===============

</TABLE>


                See accompanying notes to financial statements.


                                                                              11

<PAGE>

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

For a share outstanding throughout each period.
(unaudited)

<TABLE>
<CAPTION>


                                                          Class A

                                ------------------------------------------------------------------
                                NOVEMBER 28, 1995(A)
                                      THROUGH                                     SIX MONTHS ENDED
                                    DECEMBER 31,       YEAR ENDED DECEMBER 31,          JUNE 30,
                                                --------------------------------------
                                        1995      1996       1997     1998      1999      2000
                                      -----------------------------------------------   --------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Period  $ 12.50   $ 12.86   $ 15.15   $ 17.59   $ 17.62   $ 17.16
                                      -------   -------   -------   -------   -------   -------
Income From Investment Operations
Net Investment Income .............      0.04      0.31      0.25      0.26(b)   0.17      0.09
Net Realized and Unrealized Gain
(Loss) on Investments .............      0.36      3.11      3.15      0.20(c)  (0.51)    (0.51)
                                         ----      ----      ----      ----     -----     -----
Total From Investment Operations ..      0.40      3.42      3.40      0.46     (0.34)    (0.42)
                                         ----      ----      ----      ----     -----     -----
Less Distributions
Dividends From Net Investment Income    (0.04)    (0.30)    (0.26)    (0.26)    (0.12)    (0.08)
Distributions From Net Realized
Capital Gains .....................      0.00     (0.83)    (0.70)    (0.17)    (0.00)(f)  0.00
                                         ----     -----     -----     -----     -----      ----
Total Distributions ...............     (0.04)    (1.13)    (0.96)    (0.43)    (0.12)    (0.08)
                                        -----     -----     -----     -----     -----     -----
Net Asset Value, End of Period ....   $ 12.86   $ 15.15   $ 17.59   $ 17.62   $ 17.16   $ 16.66
                                      =======   =======   =======   =======   =======   =======
Total Return (%) (d) ..............       3.2      26.6      22.6       2.7      (1.9)     (2.5)
Ratio of Operating Expenses to
Average Net Assets (%) ............      5.97(e)   3.67      3.10      1.92      2.12      2.40(e)
Ratio of Operating Expenses to
Average Net Assets After
Expense Reductions (%)(g)..........       1.50(e)   1.50      1.50      1.50      1.50      1.45(e)(h)
Ratio of Net Investment Income
to Average Net Assets (%) .........       3.58(e)   2.06      1.76      1.48      0.94      0.96(e)
Portfolio Turnover Rate (%) .......         0        45        33        61        93        23
Net Assets, End of Period (000) ...   $ 2,064   $ 2,613   $14,681   $17,839   $11,291   $ 7,966

</TABLE>

The  subadviser to the Fund prior to June 1, 1999 was Loomis,  Sayles & Company,
L.P.  Effective  June 1, 1999 Vaughn,  Nelson,  Scarborough &  McCullough,  L.P.
became the subadviser.

(a)  Commencement of operations.
(b)  Per share net  investment  income  has been  calculated  using the  average
     shares outstanding during the period.
(c)  The  amount  shown for a share  outstanding  does not  correspond  with the
     aggregate net  gain/(loss) on investments for the period ended December 31,
     1998,  due to the timing of  purchases  and  redemptions  of fund shares in
     relation to fluctuating market values of the investments of the Fund.
(d)  A sales charge is not reflected in total return  calculations.  The periods
     less than one year are not annualized.
(e)  Computed on an annualized basis.
(f)  Amount is less than $0.01.
(g)  Expense ratios have been adjusted for the expense limitations  described in
     Note 4 to the Financial Statements.
(h)  The Fund has  entered  into  agreements  with  brokers  whereby the brokers
     rebate a portion of brokerage  commissions.  The rebated commissions reduce
     operating expenses of the Fund.



                See accompanying notes to financial statements.
12
<PAGE>

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

For a share outstanding throughout each period.
(unaudited)

<TABLE>
<CAPTION>

                                                        CLASS B
                                    -------------------------------------------------
                                    SEPTEMBER 15,
                                       1997(A)                             SIX MONTHS
                                      THROUGH                                 ENDED
                                     DECEMBER 31,   YEAR ENDED DECEMBER 31,  JUNE 30,
                                     ------------------------------------------------
                                         1997        1998         1999        2000
                                       ---------   ---------    ---------   ---------
<S>                                   <C>           <C>         <C>          <C>
Net Asset Value,
Beginning of Period ................  $   17.06     $17.59      $17.62       $17.10
                                      ---------     ------      ------       ------
Income From
Investment Operations
Net Investment Income ..............       0.03       0.13(b)     0.03         0.02
Net Realized and Unrealized
Gain (Loss) on Investments .........       0.60       0.20(C)    (0.50)       (0.51)
                                           ----       ----       -----        -----
Total From
Investment Operations ..............       0.63       0.33       (0.47)       (0.49)
                                           ----       ----       -----        -----
Less Distributions
Dividends From Net
Investment Income ..................      (0.04)     (0.13)      (0.05)       (0.01)
Distributions From Net
Realized Capital Gains .............      (0.06)     (0.17)      (0.00)(F)     0.00
                                          -----      -----       -----         ----
Total Distributions ................      (0.10)     (0.30)      (0.05)       (0.01)
                                          -----      -----       -----        -----
Net Asset Value, End of Period .....   $  17.59     $17.62      $17.10       $16.60
                                       ========     ======      ======       ======
Total Return (%) (d) ...............        3.7        2.0       (2.7)         (2.9)
Ratio of Operating Expenses
to Average Net Assets (%) ..........       3.85(e)    2.67        2.87         3.15(e)
Ratio of Operating Expenses
  to Average Net Assets After
Expense Reductions (%) (g) .........     2.25(e)      2.25        2.25         2.20(e)(h)
Ratio of Net Investment Income
to Average Net Assets (%) ..........     1.01(e)      0.73        0.19         0.22(e)
Portfolio Turnover Rate (%) ........       33           61          93           23
Net Assets, End of Period (000) ...     9,375     $ 16,623     $ 9,643       $7,438

</TABLE>

The  subadviser to the Fund prior to June 1, 1999 was Loomis,  Sayles & Company,
L.P.  Effective  June 1, 1999 Vaughn,  Nelson,  Scarborough &  McCullough,  L.P.
became the subadviser.

(a)  Commencement of operations.
(b)  Per share net  investment  income  has been  calculated  using the  average
     shares outstanding during the period.
(c)  The  amount  shown for a share  outstanding  does not  correspond  with the
     aggregate net  gain/(loss) on investments for the period ended December 31,
     1998,  due to the timing of  purchases  and  redemptions  of fund shares in
     relation to fluctuating market values of the investments of the Fund.
(d)  A  contingent  deferred  sales  charge  is not  reflected  in total  return
     calculations. Periods less than one year are not annualized.
(e)  Computed on an annualized basis.
(f)  Amount is less than $0.01.
(g)  Expense ratios have been adjusted for the expense limitations  described in
     Note 4 to the Financial Statements.
(h)  The Fund has  entered  into  agreements  with  brokers  whereby the brokers
     rebate a portion of brokerage  commissions.  The rebated commissions reduce
     operating expenses of the Fund.


                See accompanying notes to financial statements.
                                                                              13
<PAGE>

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

For a share outstanding throughout each period.
(unaudited)

<TABLE>
<CAPTION>

                                                             CLASS C
                                       --------------------------------------------------------
                                       SEPTEMBER 15,
                                         1997(A)
                                        THROUGH                                 SIX MONTHS ENDED
                                       DECEMBER 31,   YEAR ENDED DECEMBER 31,      JUNE 30,
                                                     -------------------------
<S>                                    <C>           <C>            <C>            <C>
                                          1997         1998           1999           2000
                                       ---------     --------       --------       --------
Net Asset Value,
Beginning of Period ................   $   17.06     $  17.59       $  17.63       $  17.11
                                       ---------     --------       --------       --------
Income From
  Investment Operations
Net Investment Income ..............        0.03         0.13(b)         0.03         0.02
Net Realized and Unrealized
Gain (Loss) on Investments .........        0.60         0.21(c)        (0.50        (0.51)
                                            ----         ----           -----        -----
Total From
Investment Operations ..............        0.63         0.34           (0.47        (0.49)
                                            ----         ----           -----        -----
Less Distributions
Dividends From Net
Investment Income ..................       (0.04        (0.13)          (0.05)       (0.01)
Distributions From Net
Realized Capital Gains .............       (0.06)       (0.17)          (0.00)(f)     0.00
                                           -----        -----           -----         ----
Total Distributions ................       (0.10)       (0.30)          (0.05)       (0.01)
                                           -----        -----           -----        -----
Net Asset Value, End of Period .....   $   17.59     $  17.63       $   17.11      $ 16.61
                                       =========     ========       =========      =======
Total Return (%) (d) ...............        3.7           2.0            (2.7)        (2.9)
Ratio of Operating Expenses
to Average Net Assets (%) ..........        3.85(e)      2.67            2.87         3.15(e)
Ratio of Operating Expenses
  to Average Net Assets After
Expense Reductions (%)(g) ..........        2.25(e)      2.25            2.25         2.20(e)(h)
Ratio of Net Investment Income
to Average Net Assets (%) ..........        1.01(e)      0.73            0.19         0.18(e)
Portfolio Turnover Rate (%) ........          33           61              93           23
Net Assets, End of Period (000) ....   $   1,596     $  2,101       $   1,336      $   798

</TABLE>

The  subadviser to the Fund prior to June 1, 1999 was Loomis,  Sayles & Company,
L.P.  Effective  June 1, 1999 Vaughn,  Nelson,  Scarborough &  McCullough,  L.P.
became the subadviser.

(a)  Commencement of operations.
(b)  Per share net  investment  income  has been  calculated  using the  average
     shares outstanding during the period.
(c)  The  amount  shown for a share  outstanding  does not  correspond  with the
     aggregate net  gain/(loss) on investments for the period ended December 31,
     1998,  due to the timing of  purchases  and  redemptions  of fund shares in
     relation to fluctuating market values of the investments of the Fund.
(d)  A  contingent  deferred  sales  charge  is not  reflected  in total  return
     calculations. Periods less than one year are not annualized.
(e)  Computed on an annualized basis.
(f)  Amount is less than $0.01.
(g)  Expense ratios have been adjusted for the expense limitations  described in
     Note 4 to the Financial Statements.
(h)  The Fund has  entered  into  agreements  with  brokers  whereby the brokers
     rebate a portion of brokerage  commissions.  The rebated commissions reduce
     operating expenses of the Fund.

                See accompanying notes to financial statements.

14
<PAGE>

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

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

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

The Fund  offers  Class A,  Class B and Class C shares.  Class A shares are sold
with a  maximum  front end  sales  charge of 5.75%.  Class B shares do not pay a
front end sales charge,  but pay a higher ongoing  distribution fee than Class A
shares for eight  years (at which  point they  automatically  convert to Class A
shares),  and are subject to a contingent  deferred sales charge if those shares
are redeemed  within six years of purchase.  Class C shares do not pay front end
sales charges and do not convert to any other class of shares, but they do pay a
higher  ongoing  distribution  fee than  Class A shares  and may be subject to a
contingent  deferred sales charge if those shares are redeemed  within one year.
Expenses  of the Fund are borne pro rata by the holders of each class of shares,
except that each class bears expenses  unique to that class  (including the Rule
12b-1 service and  distribution  fees applicable to such class),  and votes as a
class only with  respect to its own Rule 12b-1 plan.  Shares of each class would
receive  their pro rata  share of the net  assets of the Fund,  if the Fund were
liquidated.  In addition,  the Trustees approve separate dividends on each class
of shares.

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

A. SECURITY  VALUATION.  Equity securities are valued on the basis of valuations
furnished  by a pricing  service,  authorized  by the Board of  Trustees,  which
service  provides  the last  reported  sale  price for  securities  listed on an
applicable  securities  exchange or on the NASDAQ national market system, or, if
no sale was  reported  and in the  case of  over-the-counter  securities  not so
listed,  the last reported bid price.  Short-term  obligations  with a remaining
maturity  of  less  than  sixty  days  are  stated  at  amortized  cost,   which
approximates  market value.  All other securities and assets are valued at their
fair value as  determined  in good faith by the Fund's  adviser and  subadviser,
under the supervision of the Fund's Trustees.

B. SECURITY TRANSACTIONS AND RELATED INCOME. Security transactions are accounted
for on the trade date.  Dividend income is recorded on the ex-dividend  date and
interest  income is recorded on the accrual basis.  Interest income is increased
by the  accretion of discount.  In  determining  net gain or loss on  securities
sold, the cost of securities has been determined on the identified cost basis.

C.  FOREIGN  CURRENCY  TRANSLATION.  The  books  and  records  of the  Fund  are
maintained in U.S. dollars. The value of securities, currencies and other assets
and liabilities denominated in currencies other than U.S. dollars are translated
into U.S. dollars based upon foreign exchange rates prevailing at the end of the
period.  Purchases and sales of investment  securities,  income and expenses are
translated on the respective dates of such transactions.


                                                                              15
<PAGE>

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

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

Since the values of investment  securities are presented at the foreign exchange
rates  prevailing at the end of the period,  it is not practical to isolate that
portion of the results of operations arising from changes in exchange rates from
fluctuations arising from changes in market prices of the investment securities.
Such fluctuations are included with the net realized and unrealized gain or loss
on investments.

Reported  net realized  foreign  exchange  gains or losses arise from:  sales of
foreign  currency,  currency  gains or  losses  realized  between  the trade and
settlement dates on securities transactions,  the difference between the amounts
of dividends,  interest,  and foreign  withholding  taxes recorded on the Fund's
books and the U.S. dollar  equivalent of the amounts actually  received or paid.
Net unrealized foreign exchange gains and losses arise from changes in the value
of assets and liabilities resulting from changes in the exchange rate.

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

E. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS.  Dividends and distributions are
recorded on the  ex-dividend  date. The timing and  characterization  of certain
income and capital gains distributions are determined in accordance with federal
tax regulations which may differ from generally accepted accounting  principles.
These  differences  are primarily due to differing  treatments for  organization
costs and  distributions  from Real  Estate  Investment  Trusts for book and tax
purposes.  Permanent  book and tax basis  differences  relating  to  shareholder
distributions will result in reclassification to the capital accounts.

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

G.  ORGANIZATION  EXPENSE.  Costs incurred in fiscal 1995 in connection with the
Fund's organization and registration,  amounting to approximately $19,700 in the
aggregate,  were  paid by the Fund and are being  amortized  by the Fund over 60
months.

2.  PURCHASES  AND SALES OF  SECURITIES.  For the six months ended June 30, 2000
purchases  and  sales of  securities  (excluding  short-term  investments)  were
$4,110,105 and $9,273,280, respectively.

3A. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES.  The Fund pays gross
management fees to its investment adviser, Nvest Funds Management,  L.P. ("Nvest
Management") at the annual rate of 0.70% of the first $200 million of the Fund's
average  daily  net  assets,  0.65% of the next $300  million  and 0.60% of such
assets in excess of $500 million  reduced by the payment of  subadviser  fees to
the Fund's investment subadviser Vaughn, Nelson, Scarborough & McCullough,  L.P.
("VNSM") at the rate of 0.40% of the first $200 million of the average daily


16
<PAGE>


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

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


net  assets of the Fund,  0.325% of the next $300  million  of such  assets  and
0.275% of such assets in excess of $500 million.  Certain officers and directors
of Nvest  Management are also officers or Trustees of the Fund. Nvest Management
and VNSM are wholly owned subsidiaries of Nvest Companies, L.P. ("Nvest"), which
is a subsidiary of Metropolitan Life Insurance Company (see Note 7).

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

        Fees Earned
        -----------
        Nvest Management      $27,012
        VNSM                   36,016
                              -------
                              $63,028
                              =======

The effective  annualized  management fee before expense limitations for the six
months ended June 30, 2000 was 0.70%. As a result of the expense  limitations as
described in Note 4, the effective annualized  management fee for the six months
ended June 30, 2000 was 0.00%.

B. ACCOUNTING AND ADMINISTRATIVE  EXPENSE.  Nvest Services Company, Inc. ("NSC")
is a wholly  owned  subsidiary  of Nvest and  performs  certain  accounting  and
administrative  services  for the Fund.  The Fund pays NSC a group fee for these
services  equal to the  annual  rate of 0.035% of the first $5  billion of Nvest
Funds'  average  daily net  assets,  0.0325% of the next $5 billion of the Nvest
Funds' average daily net assets, and 0.03% of the Nvest Funds' average daily net
assets in excess of $10 billion.  For the six months ended June 30, 2000,  these
expenses amounted to $3,183 and are shown separately in the financial statements
as accounting  and  administrative.  The  effective  annualized  accounting  and
administrative expense for the six months ended June 30, 2000 was 0.034%.

C. TRANSFER AGENT FEES. NSC is the transfer and shareholder  servicing agent for
the Fund and Boston Financial Data Services  ("BFDS") serves as the sub-transfer
agent for the Fund. NSC receives account fees for shareholder accounts.  NSC and
BFDS are also reimbursed for  out-of-pocket  expenses.  For the six months ended
June 30,  2000,  the Fund paid NSC $49,144 as  compensation  for its services as
transfer agent.

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

Under the Class A Plan,  the Fund pays Nvest  Funds  Distributor,  L.P.  ("Nvest
Funds"),  the Fund's distributor (a wholly owned subsidiary of Nvest), a monthly
service  fee at the  annual  rate of  0.25%  of the  average  daily  net  assets
attributable  to the  Fund's  Class A  shares,  as  reimbursement  for  expenses
(including  certain payments to securities  dealers,  who may be affiliated with
Nvest  Funds)  incurred by the Nvest  Funds in  providing  personal  services to
investors in Class A shares and/or the maintenance of shareholder accounts.  For
the six months  ended June 30, 2000,  the Fund paid Nvest Funds  $11,278 in fees
under the Class A Plan.

Under the Class B and Class C Plan, the Fund pays Nvest Funds a monthly  service
fee at the annual rate of 0.25% of

                                                                              17
<PAGE>


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

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


the  average  daily net assets  attributable  to the Fund's  Class B and Class C
shares,  as compensation for services provided and expenses  (including  certain
payments to securities dealers, who may be affiliated with Nvest Funds) incurred
by Nvest Funds in providing  personal services to investors in Class B and Class
C shares and/or the  maintenance  of  shareholder  accounts.  For the six months
ended June 30, 2000, the Fund paid Nvest Funds $9,960 and $1,272 in service fees
under the Class B and Class C plans, respectively.

Also  under the Class B and Class C Plans,  the Fund pays  Nvest  Funds  monthly
distribution  fees at the annual rate of 0.75% of the  average  daily net assets
attributable  to the  Fund's  Class B and Class C shares,  as  compensation  for
services  provided  and  expenses  (including  certain  payments  to  securities
dealers,  who may be  affiliated  with Nvest  Funds)  incurred by Nvest Funds in
connection with the marketing or sale of Class B and Class C shares. For the six
months  ended June 30,  2000,  the Fund paid Nvest  Funds  $29,880 and $3,816 in
distribution fees under the Class B and Class C plans, respectively.

Commissions (including contingent deferred sales charges) on Fund shares paid to
Nvest Funds by  investors in shares of the Fund during the six months ended June
30, 2000 amounted to $30,583.

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

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

4. EXPENSE LIMITATIONS AND CONTINGENT EXPENSE  OBLIGATION.  The Fund has entered
into  agreements  with  brokers  whereby  the  brokers  will rebate a portion of
brokerage  commissions.  Amounts  earned by the Fund under such  agreements  are
presented as a reduction of expenses in the Statement of Operations. For the six
months ended June 30,  2000,  the Fund's  expenses  were reduced by $4,452 under
these agreements.

Nvest  Management  and VNSM  have  given  binding  undertakings  to defer  their
respective  management and subadvisory fees and, if necessary,  Nvest Management
has agreed to bear certain expenses  associated with with the Fund to the extent
necessary to limit the Fund's  expenses to the annual rates of 1.50%,  2.25% and
2.25% of the  average  net  assets of the  Fund's  Class A,  Class B and Class C
shares,  respectively.  The Fund is obligated to pay such deferred fees in later
periods to the extent the Fund's  expenses fall below the annual rates of 1.50%,
2.25% and 2.25% of the  average  net assets of the  Fund's  Class A, Class B and
Class C shares,  respectively,  provided however, that the Fund is not obligated
to pay any such  deferred  fees more than one year  after the end of the  fiscal
year in which the fee


18
<PAGE>


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

For the Period Ended June 30, 1998
(unaudited)


was deferred.  Nvest Management's  undertaking will be in effect for the life of
the Fund's current prospectus.  As a result of the Fund's expenses exceeding the
expense  limitation  during the six months ended June 30, 2000, Nvest Management
and VNSM have deferred their entire  management and subadvisory  fees of $63,028
and Nvest Management assumed additional expenses of $18,136.

Under a previous fee  deferral  agreement  Nvest  Management  deferred  fees and
expenses subject to the obligation of the Fund to pay Nvest Management such fees
and expenses in later periods to the extent that the Fund's  expenses fall below
the annual rate of 1.50% for Class A shares,  2.25% for Class B shares and 2.25%
for Class C shares;  provided however, that the Fund is not obligated to pay any
such  deferred  fees or expenses more than two years after the end of the fiscal
year in which the fee or expense was deferred.

Expenses deferred in 1998 (subject to repayment until December 31, 2000):  Nvest
Management deferred $29,753 of its management fees.

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

<TABLE>
<CAPTION>

                                                                    YEAR ENDED               SIX MONTHS ENDED
                                                                   DECEMBER 31,                  JUNE 30,
                                                                      1999                         2000
                                                         -----------------------------------------------------------
CLASS A                                                        SHARES       AMOUNT          SHARES       AMOUNT
---------------------------------------------------------------------------------------------------------------
<S>                                                            <C>      <C>                 <C>      <C>
Shares sold                                                    87,037   $  1,513,831        33,794   $    564,075
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                         5,282         92,420         1,313         21,190
   Distributions from net realized gains                          136          2,361             0              0
                                                                  ---          -----             -              -
                                                               92,455      1,608,612        35,107        585,265
Shares repurchased                                           (446,573)    (7,693,665)     (215,041)    (3,529,653)
                                                             --------     ----------      --------     ----------
Net increase (decrease)                                      (354,118)  $ (6,085,053)     (179,934)   $(2,944,388)
                                                             --------    ------------     --------     -----------


                                                                    YEAR ENDED               SIX MONTHS ENDED
                                                                   DECEMBER 31,                  JUNE 30,
                                                                      1999                         2000
                                                         -----------------------------------------------------------
CLASS B                                                        SHARES       AMOUNT          SHARES       AMOUNT
---------------------------------------------------------------------------------------------------------------
Shares sold                                                    62,612   $  1,085,853        30,275   $    496,626
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                         1,802         31,246           265          4,265
   Distributions from net realized gains                          107          1,861             0              0
                                                                  ---          -----             -              -
                                                               64,521      1,118,960        30,540        500,891
Shares repurchased                                           (443,688)    (7,627,426)     (146,556)    (2,387,291)
                                                             --------     ----------      --------     ----------
Net increase (decrease)                                      (379,167)  $ (6,508,466)     (116,016)   $(1,886,400)
                                                             --------   ------------       -------     -----------


</TABLE>


                                                                              19
<PAGE>


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

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

<TABLE>
<CAPTION>

                                                                YEAR ENDED               SIX MONTHS ENDED
                                                               DECEMBER 31,                  JUNE 30,
                                                                  1999                         2000
                                                       -------------------------------------------------------
<S>                                                         <C>     <C>                 <C>      <C>
CLASS C                                                    SHARES      AMOUNT          SHARES       AMOUNT
-----------------------------------------------------------------------------------------------------------
Shares sold                                                 9,838   $    173,140        20,010   $    337,020
                                                            -----   ------------        ------   ------------
Shares issued in connection with the reinvestment of:
   Dividends from net investment income                       248          4,290            32            511
   Distributions from net realized gains                       17            288             0              0
                                                               --            ---             -              -
                                                           10,103        177,718        20,042        337,531
Shares repurchased                                        (51,187)      (883,188)      (50,070)      (834,147)
                                                          -------       --------       -------       --------
Net increase (decrease)                                   (41,084)     $(705,470)      (30,028)     $(496,616)
                                                          -------      ---------       -------      ---------
Increase (decrease) derived from
capital shares transactions                              (774,369)  $(13,298,989)     (325,978)   $(5,327,404)
                                                         ========   ============      ========    ===========

</TABLE>


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

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

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


20
<PAGE>

                            NVEST EQUITY INCOME FUND

        Supplement dated August 21, 2000 to Nvest Stock Funds Prospectus
                       Class A, B and C dated May 1, 2000

Effective August 1, 2000,  Margaret  Buescher is the sole portfolio  manager for
the Fund.

                                                                              21
<PAGE>

                            REGULAR INVESTMING PAYS


                                           FIVE GOOD REASONS TO INVEST REGULARLY
--------------------------------------------------------------------------------

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

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

                                                  THE POWER OF MONTHLY INVESTING

[A CHART THAT SHOWS INVESTMENTS OVER A 20 YEAR SPAN]

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


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

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

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

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


22
<PAGE>

                             SAVING FOR RETIREMENT

                                        AN EARLY START CAN MAKE A BIG DIFFERENCE
--------------------------------------------------------------------------------

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

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

                                                 TWO  HYPOTHETICAL   INVESTMENTS

[A CHART DEPICTING TWO HYPOTHETICA INVESTMENTS APPEARS HERE]

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


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

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

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


                                                                              23
<PAGE>




                                              GLOSSARY FOR MUTUAL FUND INVESTORS
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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


24

<PAGE>


                                  NVEST FUNDS

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



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

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

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

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

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

<PAGE>

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