SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [___]
Filed by a Party other than the Registrant [___]
Check the appropriate box:
[___] Preliminary Proxy Statement
[___] Confidential, for Use of the Commission Only (as
Permitted by Rule 14a-6(e)(2))
[_X_] Definitive Proxy Statement
[___] Definitive Additional Materials
[___] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
New England Funds Trust II
(Name of Registrant as Specified In Its Charter)
New England Funds Trust II
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[___] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[___] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[___] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_X_] Fee paid previously with preliminary materials.
[___] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
NEW ENGLAND GROWTH OPPORTUNITIES FUND
A Series of New England Funds Trust II
PROXY SOLICITED BY THE BOARD OF TRUSTEES
Proxy for Special Meeting of Shareholders - April 24, 1995
The undersigned hereby appoints Henry L.P. Schmelzer, Sheila
M. Barry and Bruce R. Speca, and each of them, proxies, with
power of substitution to each, and hereby authorizes them to
represent and to vote, as designated below, at the Special
Meeting of Shareholders of New England Growth Opportunities
Fund (the "Fund"), a series of New England Funds Trust II
(the "Trust"), on April 24, 1995 at 2:00 P.M. Eastern time,
and at any adjournments thereof, all of the shares of the
Fund which the undersigned would be entitled to vote if
personally present.
This proxy when properly executed will be vote in the manner
directed herein by the undersigned shareholder. If no
direction is made, this proxy will be voted FOR Proposals 1
and 2.
In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
The Trustees recommend a vote "FOR" the proposals below.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. TO VOTE BY PHONE, PLEASE CALL 1-800-359-6405 AND
ENTER 10-DIGIT CONTROL NUMBER AS SHOWN ABOVE.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS [ X]
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
(DETACH HERE AND RETURN THIS PORTION ONLY)
NEW ENGLAND GROWTH OPPORTUNITIES FUND
VOTE ON PROPOSALS
For Against Abstain
[__] [__] [__] 1. Proposal to approve the new
Investment Advisory Agreement between
the Trust and New England Funds
Management, L.P. with respect to the
Fund
[__] [__] [__] 2. Proposal to approve the new Sub-
Advisory Agreement relating to the Fund
between New England Funds Management,
L.P. and Westpeak, Investment Advisors,
L.P.
NOTE: Please sign exactly as your name appears on this
card. All joint owners should sign. When signing as
executor, administrator, attorney, trustee or guardian or a
s custodian for a minor, please give full title as such. If
a corporation, please sign in full corporate name and
indicate the signer's office. If a partner, sign in the
partnership name.
___________________________________________________________________
SIGNATURE DATE SIGNATURE (JOINT OWNERS) DATE
