NEW ENGLAND FUNDS TRUST II
N-30D, 1995-09-14
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<PAGE>   1

            [LOGO]
       NEW ENGLAND FUNDS
   Where The Best Minds Meet



----------------------------------------
SEMIANNUAL REPORT AND PERFORMANCE UPDATE
----------------------------------------

  NEW ENGLAND 
  INTERMEDIATE TERM
  TAX FREE FUND OF
  NEW YORK


        [ARTWORK APPEARS HERE]







  JUNE 30, 1995

<PAGE>   2
                                                                   July 20, 1995


DEAR SHAREHOLDER:

        We have good news to present in this Semiannual Report for New England
Intermediate Term Tax Free Fund of New York, which includes your Portfolio
Manager's commentary and complete financial information.

MARKET OVERVIEW

        Investors who stayed the course in 1995 were amply rewarded.  Major
U.S. stock market indices soared to record highs and the bond market staged a
spectacular comeback from its 1994 lows. Fueling the rally was clear evidence
that the economy had begun to slow down as a result of the interest rate hikes
engineered by the Federal Reserve Board to keep inflation in check. Indeed,
with declining housing starts and rising unemployment numbers reported in the
first half of 1995, expectations grew that the Fed's next move would be
downward, to prevent the slowing economy from slipping into recession.

        The bond market surged at the prospect of lower rates, and the stock
market followed suit, with the Standard & Poor's 500Registration Mark Index
gaining 20.14% during the first half of the year. The large, blue-chip
companies led the way, in part because a weak U.S. dollar gave them a
competitive advantage overseas and contributed to surprisingly healthy earnings
reports. Finally, on July 6, just after this reporting period ended, the Fed
lowered a key short-term rate by 0.25%, a relatively modest move, but a
significant psychological change in direction.

YOUR FINANCIAL ADVISER - A TRUSTED ALLY

        As a shareholder in New England Funds, you have a valuable ally you can
turn to at all times - your financial adviser. This experienced  

<PAGE>   3

professional can help you design an asset allocation program suitable  to your
goals and risk tolerance. Most important, during times of market volatility or 
uncertainty, your adviser can help you avoid making costly mistakes, such as
trying to "time" the market. Investors who go it alone can overreact to
short-term market events, buying and selling on the basis of this week's
headlines, or chasing the latest "hot" investment. Such behavior can derail     
an otherwise prudent investment program. But investors who work with a
financial adviser receive guidance throughout the market's ups and downs. Your
adviser will help you place short-term market swings in their proper
perspective and keep you focused on your long-term investment program.

        Your adviser is just one of the experts whose talents we have tapped in
our effort to bring the best minds in the business to the task of managing your
money. These experts are a vital part of the investment process at New England
Funds, and we encourage you to take advantage of their skills to the fullest.

        We invite you to read the accompanying management commentary and
financial highlights. If you have any questions or comments, please contact
your financial adviser or New England Funds directly at 800- 225-5478. Once
again, we appreciate your continued confidence and investment in New England
Funds.

Sincerely,


           /s/ Peter S. Voss               /s/ Henry L.P. Schmelzer

           Peter S. Voss                   Henry L.P. Schmelzer
           Chairman                        President


<PAGE>   4
-------------------------------------------------------
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK
-------------------------------------------------------


  INVESTMENT RESULTS THROUGH JUNE 30, 1995

  Putting Performance into Perspective

  The graph comparing your Fund's performance to a benchmark index provides 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 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; there are no expenses that a ffect the results. In
  addition, few investors could purchase all of the securities necessary to
  match the index. And, if they could, they would incur transaction costs and
  other expenses.

  -----------------------------------------------------------------------------
                   A $10,000 INVESTMENT IN CLASS A SHARES
  -----------------------------------------------------------------------------
  
       COMPARED TO LEHMAN MUNICIPAL INDEX(4) AND THE COST OF LIVING(5)

  A chart in the form of a line graph appears here, illustrating the growth of
  a $10,000 investment in Class A Shares compared to Lehman Municipal
  Index(4) and the Cost of Living(5).  The data points from the graph are as
  follows:
 

  <TABLE>

  New England Intermediate Term Tax Free Fund of New York - Net Asset Value(1)

  <CAPTION>
  Year                     Amount
  <S>                      <C>
  4/23/93                  $10,000
  6/93                     $10,256
  6/94                     $10,387
  6/95                     $11,039
  </TABLE>
  
  New England Intermediate Term Tax Free Fund of New York - With Maximum 
  Sales Charge(2)

  <TABLE>
  <CAPTION>
  Year                     Amount
  <S>                      <C>
  4/23/93                  $ 9,750
  6/93                     $10,000
  6/94                     $10,128
  6/95                     $10,763
  </TABLE>

  Lehman Municipal Index(4)

  <TABLE>
  <CAPTION>
  Year                     Amount
  <S>                      <C>
  4/23/93                  $10,000
  6/93                     $10,224
  6/94                     $10,244
  6/95                     $11,145
  </TABLE>

  Cost of Living(5)

  <TABLE>
  <CAPTION>
  Year                     Amount
  <S>                      <C>
  4/23/93                  $10,000
  6/93                     $10,028
  6/94                     $10,243
  6/95                     $10,534
  </TABLE>


  This illustration represents past performance of Class A shares and cannot
  predict future results. Investment return and principal value may vary,       
  resulting in a gain or loss on the sale of shares. Class B share performance
  will be greater or less than that shown based on differences in inception
  date, fees and sales charges. All Index and Fund performance assumes
  reinvested distributions.

                                      1
<PAGE>   5

           -------------------------------------------------------
           NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK
           -------------------------------------------------------




<TABLE>
--------------------------------------------------------------------------------
                    AVERAGE ANNUAL TOTAL RETURNS 6/30/95*
--------------------------------------------------------------------------------
CLASS A (INCEPTION 4/23/93)        YEAR TO DATE     1 YEAR     SINCE INCEPTION
--------------------------------------------------------------------------------
<S>                                    <C>           <C>            <C>
Net Asset Value(1)                     7.12%         6.27%          4.61%
With Max. Sales Charge(2)              4.48          3.58           3.43
Lipper NY Municipal Average(6)         7.14          6.20           4.21
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CLASS B (Inception 9/13/93)        YEAR TO DATE     1 YEAR     SINCE INCEPTION
--------------------------------------------------------------------------------
Net Asset Value(1)                     6.58%         5.35%           1.06%
With CDSC(3)                           2.61          1.35           -0.49
Lehman Municipal Index(4)              9.65          8.79            3.00
Lipper NY Municipal Average(6)         7.14          6.20             n/a 
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                6/30/95 YIELDS*      CLASS A       CLASS B 
--------------------------------------------------------------------------------
<S>                                   <C>           <C>
SEC 30-day Yield                      4.93%         4.31%
NY State Taxable Equivalent Yield     8.83          7.72
NY City Taxable Equivalent Yield      9.28          8.11
--------------------------------------------------------------------------------
<FN>

   SEC Yield is based on the Fund's net investment income over a 30-day period
   and is calculated in accordance with Securities and Exchange Commission
   guidelines. Taxable equivalent yields are based on the maximum combined
   federal and New York state income tax bracket of 44.19% or the combined
   Federal, New York State and New York City income tax bracket of 46.88%.
   The alternative minimum tax and some federal and state taxes may apply.

*  These returns represent past performance. Investment return and principal    
   value will fluctuate so that shares, upon redemption, may be worth more or 
   less than original cost.

NOTES TO CHARTS AND PERFORMANCE UPDATE

(1) Net Asset Value (NAV) performance assumes reinvestment of all distributions 
    and does not reflect the payment of a sales charge at the time of purchase.

(2) With Maximum Sales Charge performance assumes reinvestment of all 
    distributions and reflects the maximum sales charge of 2.5% at the time of 
    purchase of Class A shares.

(3) With Contingent Deferred Sales Charge (CDSC) performance assumes a maximum 
    4% sales charge is applied to a redemption of Class B shares. The sales 
    charge will decrease over time, declining to zero five years after the 
    purchase of shares.

(4) Lehman Municipal Index is an unmanaged index of bonds issued by states, 
    municipalities and other governmental entities having maturities of more 
    than one year. The Index performance has not been adjusted for ongoing 
    management, distribution and operating expenses and sales charges 
    applicable to mutual fund investments.

(5) Cost of Living is based on the Consumer Price Index, a widely recognized 
    measure of the cost of goods and services in the United States, as 
    calculated by the U.S. Bureau of Labor Statistics.

(6) Lipper Average is an average of the total return performance (calculated on 
    the basis of net asset value) of funds with similar investment objectives 
    as calculated by Lipper Analytical Services, an independent mutual fund 
    ranking service.


</TABLE>
                                      2
<PAGE>   6
           -------------------------------------------------------
           NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK
           -------------------------------------------------------

[PHOTO]        NEW ENGLAND INTERMEDIATE TERM
               TAX FREE FUND OF NEW YORK
               Portfolio Manager: James Welch
               Back Bay Advisors, L.P. [Registration Mark]

               Buoyed by falling interest rates and diminishing inflation
               concerns, the stock and bond markets shook off their memories of
               1994, and greeted the new year with an enthusiastic rally. But
               for municipal bonds, the market's upbeat mood was akin to being
               invited to a dinner party, and being offered only part of
               the meal. Although munis led the rally in the first three months
               of 1995, they lost momentum in the second quarter, as investors
               were deterred from tax-exempt investing by the stock market's
               strength and widespread talk of tax reform.

               How Your Fund Performed

               Despite the twists and turns in the municipal bond market, your
               Fund's performance was excellent, thanks in a large measure to   
               foresight on our part. Unlike most municipal bond fund managers,
               who were caught off guard by the 1995 rally and missed some of
               its early force, we anticipated the upturn months in advance and
               positioned the portfolio to benefit from falling yields and
               rising prices. This preemptive action helped generate a 4.99%
               total return for just the first three months of 1995. Despite
               the slowdown in the second quarter, the Fund's total return, at
               net asset value, for the first six months of 1995 was 7.12%,
               tracking the Lipper New York Municipal Average6 of 7.14% over
               the same period.

                                      3
<PAGE>   7
           -------------------------------------------------------
           NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK
           -------------------------------------------------------

               We are pleased to report that your Fund generated a high level
               of current tax-free income over the six-month period. On June
               30, the Fund's 30-day SEC yield was 4.93% for Class A shares,
               which is equivalent to an 8.83% taxable yield for New York State
               taxpayers in the combined maximum federal and state tax bracket
               of 44.19%.* For residents of New York City in the maximum
               combined tax bracket of 46.88%, the Fund's 30-day SEC-yield
               translates into a 9.28% taxable equivalent yield.

               How We Managed Your Fund

               The New York State government has markedly improved its
               financial management, and we are confident about the quality
               of the State's debt. Consequently, we have been buying state
               general obligation bonds and state agency bonds, which are
               high-quality, liquid positions. We continue to invest in
               essential-purpose revenue bonds, such as water, sewer, and
               transportation issues. However, we are cautious about the
               economic situation in New York City and have significantly
               reduced New York City holdings. Our City exposure is defensive,
               limited to high-coupon bonds, which tend to perform well in
               volatile markets. We also drastically reduced our health care
               holdings in New York because of the uncertain future of Medicare
               and Medicaid. Our overall focus is on high-quality issues
               because they are now in plentiful supply and are liquid.
               Moreover, there's not enough yield incentive in lower-rated
               bonds to assume added risk. Mindful of your objective to reduce
               taxes, we have minimal exposure to bonds that are subject to
               alternative minimum tax (AMT).


               * The alternative minimum tax and some federal and state taxes 
                 may apply. 

                                      4

<PAGE>   8
           -------------------------------------------------------
           NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK
           -------------------------------------------------------


               To allow your Fund to benefit from what we believe is a
               favorable bond market environment, we have positioned the
               portfolio's duration at around 5.8 years. Duration is a measure
               of the fund's sensitivity to interest-rate moves. The New
               England Intermediate Term Tax Free Fund of New Yorkshorter the
               duration, the less volatility you can expect from the portfolio.

               Outlook for the Municipal Market

               The current economic and business climate bodes well for the
               overall bond market, and we believe municipal bonds are poised
               to regain investors' favor over the next several months. First,
               the Federal Reserve Board piloted the economy into a "soft
               landing," which resulted in a slowing economy and diminished
               inflation concerns. Second, our predictions of diminishing
               municipal bond supply are materializing. In New York State,
               actual supply has dropped 36% so far this year, and in New
               York City, the drop-off has been 43%. Overall, new issues in
               1995 are projected to be less than half of the issuance in
               1993.* The scarcity is being felt mid-year, as billions of
               dollars in municipal bonds are due to be redeemed early by their
               issuers. Finally, municipals currently offer exceptional value
               relative to Treasury bonds, with some tax-exempt yields as high
               as 90% of taxable yields creating buying opportunities for
               taxpayers.**

               A spate of recent economic reports has indicated the early onset
               of an economic slowdown, which prompted the Federal Reserve
               Board in early July to make its first 


                * Source: BusinessWeek, June 19, 1995.
               ** Source: Wall Street Journal, June 15, 1995.

                                      5

<PAGE>   9
           -------------------------------------------------------
           NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK
           -------------------------------------------------------


               rate cut in three years, in an effort to stave off a recession.
               In our opinion, the chances of recession this year are slim. So  
               far the economic softness has been concentrated in certain
               industries. Much of the economy is perking along nicely, with
               powerful support from stock and bond market rallies, the decline
               in long-term interest rates, and the export-enhancing weakness
               of the dollar.

               We think the talk of tax reform that has unsettled the   
               municipal market during the broader bond rally is creating
               premature concern. Overhauling our current tax system is a
               monumental task that could take years. In the meantime, we are
               finding solid buying opportunities and we remain optimistic on
               the long-term outlook for the New York municipal market.







                                      6
<PAGE>   10
           -------------------------------------------------------
           NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK
           -------------------------------------------------------


               Glossary for Mutual Fund Investors

               TOTAL RETURN - The change in value of a mutual fund investment
               over a specific time 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. 

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


                                      7
<PAGE>   11


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

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



                       [LOGO]
                 NEW ENGLAND FUNDS
             Where The Best Minds Meet



          ----------------------------------------------------------
          PORTFOLIO COMPOSITION, FINANCIAL STATEMENTS AND HIGHLIGHTS
          ----------------------------------------------------------


          NEW ENGLAND
          INTERMEDIATE TERM
          TAX FREE FUND
          OF NEW YORK
















          -------------
          JUNE 30, 1995
          -------------
<PAGE>   12
 
--------------------------------------------------------------------------------
                             PORTFOLIO COMPOSITION
--------------------------------------------------------------------------------

Investments as of June 30, 1995
(unaudited)
 
<TABLE>

TAX EXEMPT BONDS--96.9% OF TOTAL NET ASSETS
 
<CAPTION>
                                                               RATINGS (C)
                                                            ------------------
   FACE                                                             STANDARD
  AMOUNT                        ISSUER                      MOODY'S  & POOR'S    VALUE (A)
-------------------------------------------------------------------------------------------
<S>          <C>                                            <C>       <C>       <C>
             NEW YORK--80.1%
$   750,000  Hempstead Town Industrial Dev. Agency,
               7.400%, 12/01/10...........................  Baa1       A-       $   784,176
    700,000  Metropolitan Transportation Authority,
               6.800%, 07/01/04...........................  Baa1       BBB          746,529
  1,160,000  New York, 8.400%, 11/15/08...................  Baa1       A-         1,315,150
    500,000  New York City Municipal Water, 7.000%, 
               6/15/09....................................    A        A-           548,625
  1,000,000  New York State Certificates, 6.000%,
               09/01/98...................................  Baa1       BBB        1,033,760
    270,000  New York State Dorm. Authority, 6.900%,
               5/15/99....................................  Baa1      BBB+          284,680
    700,000  New York State Dorm. Authority, 7.750%,
               07/01/02...................................  Baa1       BBB          777,574
    700,000  New York State Dorm. Authority,
               5.500%, 07/01/03 (FGIC)....................   Aaa       AAA          714,490
    700,000  New York State Dorm. Authority,
               5.100%, 05/15/04...........................  Baa1      BBB+          677,187
    500,000  New York State Dorm. Authority,
               5.750%, 07/01/07...........................  Baa1       BBB          486,920
    600,000  New York State Dorm. Authority, 5.500%,
               05/15/10...................................  Baa1      BBB+          553,524
    500,000  New York State Housing Finance Agency,
               5.750%, 03/15/05...........................  Baa1       BBB          497,750
    500,000  New York State Local Government Assistance,
               7.250%, 04/01/07...........................    A         A           551,630
    500,000  New York State Medical Care Facilities,
               5.250%, 08/15/08 (FSA).....................   Aaa       AAA          485,675
    500,000  New York State Power Authority, 5.000%,
               01/01/07...................................   Aa        AA-          476,865
    750,000  New York State Urban Development Corp.,
               5.100%, 01/01/01...........................  Baa1       BBB          738,383
    650,000  New York State Urban Development Corp.,
               5.700%, 04/01/05...........................  Baa1       BBB          643,247
    500,000  Niagara Falls, NY Bridge Commission,
               5.125%, 10/01/08 (FGIC)....................   Aaa       AAA          480,215
    560,000  Oneida Herkimer, 6.600%, 04/01/04............   Baa       BBB          582,904
    500,000  Oneida Herkimer, 6.650%, 04/01/05............   Baa       BBB          519,900
    300,000  Rensselaer County, NY, 5.400%, 05/01/09
               (FGIC).....................................   Aaa       AAA          293,688
    500,000  Triborough Bridge and Tunnel Authority,
               5.000%, 01/01/12...........................   Aa        A+           453,455
    500,000  Yonkers, NY, 6.000%, 08/01/03 (AMBAC)........   Aaa       AAA          538,000
                                                                                -----------
                                                                                 14,184,327
                                                                                -----------
</TABLE>
 
                See accompanying notes to financial statements.
 
                                        2
<PAGE>   13
 
--------------------------------------------------------------------------------
                        PORTFOLIO COMPOSITION--CONTINUED
--------------------------------------------------------------------------------

Investments as of June 30, 1995
(unaudited)
 
<TABLE>

TAX EXEMPT BONDS--CONTINUED
 
<CAPTION>
                                                               RATINGS (C)
                                                            ------------------
   FACE                                                             STANDARD
  AMOUNT                        ISSUER                      MOODY'S  & POOR'S    VALUE (A)
-------------------------------------------------------------------------------------------
<S>          <C>                                            <C>        <C>      <C>
             OTHER OBLIGATIONS -- 16.8%
$   700,000  Guam Airport Authority, 6.600%, 10/01/10.....   NR        BBB      $   701,967
  1,000,000  Puerto Rico Highway & Transportation Auth.,
               7.162%, 07/01/04...........................  Baa1        A           995,930
    500,000  Puerto Rico Electric Power Authority,
               5.900%, 07/01/03...........................  Baa1       A-           511,480
    250,000  Puerto Rico Electric Power Authority,
               5.000%, 07/01/12...........................  Baa1       A-           221,403
    500,000  Virgin Islands Public Finance Authority,
               7.700%, 10/01/04...........................   NR        BBB          546,960
                                                                                -----------
                                                                                  2,977,740
                                                                                -----------
             Total Tax Exempt Bonds
               (Identified Cost $16,955,078)..............                       17,162,067
                                                                                -----------
SHORT-TERM INVESTMENTS--1.1% OF TOTAL NET ASSETS
    100,000  New York State Energy Resources Floating Rate
               4.500%(d)..................................                          100,000
    100,000  New York State Energy Resources Floating Rate
               4.500%(d)..................................                          100,000
                                                                                -----------
             Total Short-Term Investments
               (Identified Cost $200,000).................                          200,000
                                                                                -----------
             Total Investments--98.0%
               (Identified Cost $17,155,078)(b)...........                       17,362,067
             Receivables..................................                          538,577
             Liabilities..................................                         (194,888)
                                                                                -----------
             Total Net Assets--100%.......................                      $17,705,756
                                                                                ===========
<FN>
(a)  See Note 1a.
(b)  Federal Tax Information: At June 30, 1995 the net unrealized
     appreciation on investments based on cost of $17,155,078 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...........................       $   294,047
     Aggregate gross unrealized depreciation for all investments in which
     there is an excess of tax cost over value...........................           (87,058)
                                                                                -----------
     Net unrealized appreciation.........................................       $   206,989
                                                                                ===========
</TABLE>
 
                See accompanying notes to financial statements.
 
                                        3
<PAGE>   14
 
--------------------------------------------------------------------------------
                        PORTFOLIO COMPOSITION--CONTINUED
--------------------------------------------------------------------------------

Investments as of June 30, 1995
(unaudited)
 
     As of December 31, 1994, the Fund had a net tax basis capital loss
     carryforward as follows:
     Expiring December 31, 2002 $988,909

(c)  The ratings shown are believed to be the most recent ratings
     available at June 30, 1995. Securities are generally rated at the
     time of issuance. The rating agencies may revise their ratings from
     time to time. As a result there can be no assurance that the same
     ratings would be assigned if the securities were rated at June 30,
     1995. The Fund's adviser independently evaluates the Fund's
     portfolio securities and in making investment decisions does not
     rely solely on the ratings of agencies.
(d)  Floating rate notes are instruments whose interest rates vary with
     changes in a designated base rate (such as the prime interest rate)
     on a specified date (such as coupon date or interest payment date).
     These instruments are payable on demand and are secured by letters
     of credit or other credit support agreements from major banks.

 
                See accompanying notes to financial statements.
 
                                        4
<PAGE>   15
<TABLE>
 
---------------------------------------------------------------------------------------
                       STATEMENT OF ASSETS & LIABILITIES
---------------------------------------------------------------------------------------
 
June 30, 1995
(unaudited)
 
<S>                                                              <C>        <C>
ASSETS
  Investments at value........................................              $17,362,067
  Cash........................................................                   52,561
  Receivable for:
    Fund shares sold..........................................                   67,215
    Due from investment adviser...............................                   69,809
    Accrued interest..........................................                  325,406
  Unamortized organization expense............................                   23,586
                                                                            -----------
                                                                             17,900,644
LIABILITIES
  Payable for:
    Fund shares redeemed......................................   $134,817
    Dividends declared........................................     26,143
  Accrued expenses:
    Deferred trustees' fees...................................        814
    Other expenses............................................     33,114
                                                                 --------
                                                                                194,888
                                                                            -----------
NET ASSETS....................................................              $17,705,756
                                                                            ===========
  Net Assets consist of:
    Capital paid in...........................................              $18,424,313
    Distributions in excess of net investment income..........                   (5,687)
    Accumulated net realized losses...........................                 (919,859)
    Unrealized appreciation on investments....................                  206,989
                                                                            -----------
NET ASSETS....................................................              $17,705,756
                                                                            ===========
Computation of net asset value and offering price:
Net asset value and redemption price of Class A shares
  ($16,256,850 divided by 2,205,943 shares of beneficial
  interest)...................................................                    $7.37
                                                                                  =====
Offering price per share (100/97.5 of $7.37)..................                    $7.56*
                                                                                  =====
Net asset value and offering price of Class B shares
  ($1,448,906 divided by 196,988 shares of beneficial
  interest)...................................................                    $7.36**
                                                                                  =====
Identified cost of investments................................              $17,155,078
                                                                            ===========
<FN> 

 * Based upon single purchases of less than $100,000. Reduced sales charges
   apply for purchases in excess of this amount.
** Redemption price per share is equal to net asset value less any applicable
   contingent deferred sales charges.

</TABLE>
 
                See accompanying notes to financial statements.
 
                                        5
<PAGE>   16

<TABLE>
 
----------------------------------------------------------------------------------------
                            STATEMENT OF OPERATIONS
----------------------------------------------------------------------------------------
 
Six Months Ended June 30, 1995
(unaudited)
 
<S>                                                               <C>         <C>
INVESTMENT INCOME
  Interest.....................................................               $  513,485
  Expenses
    Management fees............................................   $  34,633
    Service fees--Class A......................................      20,099
    Service and distribution fees--Class B.....................       6,188
    Trustees' fees and expenses................................       6,969
    Administrative Services....................................      10,823
    Custodian..................................................      30,789
    Transfer agent.............................................      18,478
    Audit and tax services.....................................       7,000
    Legal......................................................      12,993
    Printing...................................................      12,838
    Registration...............................................      14,932
    Amortization of organization expenses......................       1,611
    Miscellaneous..............................................       3,162
                                                                  ---------
                                                                    180,515
    Less expenses waived by the investment adviser and
      distributor..............................................    (115,265)      65,250
                                                                  ---------   ----------
  Net investment income........................................                  448,235
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, OPTIONS AND
  FUTURES CONTRACTS
  Realized gain (loss) on:
  Investments--net.............................................     233,530
  Futures contracts closed--net................................    (182,544)
  Options closed--net..........................................      13,325
                                                                  ---------
    Total realized gain on investment transactions.............      64,311
                                                                  ---------
  Unrealized appreciation (depreciation) on:
  Investments--net.............................................     670,047
  Futures contracts--net.......................................       6,354
  Options--net.................................................      (1,615)
                                                                  ---------
    Total unrealized appreciation on investment transactions...     674,786
                                                                  ---------
  Net gain on investment transactions..........................                  739,097
                                                                              ----------
NET INCREASE IN NET ASSETS FROM OPERATIONS.....................               $1,187,332
                                                                              ==========
</TABLE>
 
                See accompanying notes to financial statements.
 
                                        6
<PAGE>   17
<TABLE>
 
----------------------------------------------------------------------------------------
                       STATEMENT OF CHANGES IN NET ASSETS
----------------------------------------------------------------------------------------
 
(unaudited)
 
<CAPTION>
                                                                YEAR ENDED    SIX MONTHS
                                                               DECEMBER 31,  ENDED JUNE 30,
                                                                  1994           1995
                                                               -----------  --------------
<S>                                                           <C>             <C> 
FROM OPERATIONS                                                                           
  Net investment income.....................................  $ 1,044,073     $   448,235
  Net realized gain (loss) on investment transactions.......     (982,288)         64,311 
  Unrealized appreciation (depreciation) on investments.....     (973,749)        674,786 
                                                              -----------     ----------- 
  Increase (decrease) in net assets from operations.........     (911,964)      1,187,332 
                                                              -----------     ----------- 
FROM DISTRIBUTIONS TO SHAREHOLDERS                                                        
  Net investment income                                                                   
    Class A.................................................   (1,016,583)       (434,420)
    Class B.................................................      (47,452)        (28,645)
                                                              -----------     ----------- 
                                                               (1,064,035)       (463,065)
                                                              -----------     ----------- 
  Decrease from capital share transactions..................   (2,674,079)        (45,241)
                                                              -----------     ----------- 
  Total increase (decrease) in net assets...................   (4,650,078)        679,026 
NET ASSETS                                                                                
  Beginning of the period...................................   21,676,808      17,026,730 
                                                              -----------     ----------- 
  End of the period.........................................  $17,026,730     $17,705,756 
                                                              ===========     =========== 
UNDISTRIBUTED NET INVESTMENT INCOME                                                       
  Beginning of the period...................................  $    11,923     $     9,143 
                                                              ===========     =========== 
  End of the period.........................................  $     9,143     $    (5,687)
                                                              ===========     =========== 
</TABLE>
 
                See accompanying notes to financial statements.
 
                                        7
<PAGE>   18
 
<TABLE>
---------------------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
---------------------------------------------------------------------------------------------
 
(unaudited)
 
<CAPTION>
                                                             CLASS A
                                                   ----------------------------
                                                   APRIL 23,(A)                    SIX MONTHS
                                                     THROUGH        YEAR ENDED       ENDED
                                                   DECEMBER 31,    DECEMBER 31,     JUNE 30,
                                                       1993            1994           1995
                                                   ------------    ------------    ----------
<S>                                                  <C>             <C>            <C>
Net Asset Value, Beginning of Period............     $   7.50        $   7.76       $   7.07
                                                     --------        --------       --------
Income From Investment Operations
Net Investment Income...........................         0.26            0.37           0.19
Net Realized and Unrealized Gain (Loss)
  on Investments................................         0.29           (0.68)          0.31
                                                     --------        --------       --------
Total From Investment Operations................         0.55           (0.31)          0.50
                                                     --------        --------       --------
Less Distributions
Distributions From Net Investment Income........        (0.25)          (0.38)         (0.20)
Distributions From Net Realized Capital Gains...        (0.04)           0.00           0.00
                                                     --------        --------       --------
Total Distributions.............................        (0.29)          (0.38)         (0.20)
                                                     --------        --------       --------
Net Asset Value, End of Period..................     $   7.76        $   7.07       $   7.37
                                                     ========        ========       ========
Total Return (%)(d).............................          7.4            (4.1)           7.1
Ratio of Operating Expenses to
  Average Net Assets (%)(b).....................         0.70(c)         0.70           0.70(c)
Ratio of Net Investment Income to
  Average Net Assets (%)........................         4.88(c)         5.13           5.53(c)
Portfolio Turnover Rate (%).....................          121(c)          219            168(c)
Net Assets, End of Period (000).................     $ 21,122        $ 15,875       $ 16,257
<FN> 
(a) Commencement of operations.
(b) Commencing April 23, 1993 expenses were voluntarily limited to 0.70% of Class A average net assets. 
    See Note 4. The ratio of operating expenses to average net assets without giving effect to this expense 
    limitation would have been 2.11% (annualized) for the period ended December 31, 1993, 1.79% for the 
    year ended December 31, 1994 and 2.03% for the six months ended June 30, 1995.
(c) Computed on an annualized basis.
(d) A sales charge of 2.50% (maximum) was not reflected in total return calculations. Periods less than one 
    year are not annualized.

</TABLE>
 
                See accompanying notes to financial statements.
 
                                        8
<PAGE>   19

<TABLE>
 
-----------------------------------------------------------------------------------------------
                        FINANCIAL HIGHLIGHTS--CONTINUED
-----------------------------------------------------------------------------------------------
 
(unaudited)
 
<CAPTION>
                                                            CLASS B
                                                --------------------------------
                                                SEPTEMBER 13,(A)                    SIX MONTHS
                                                    THROUGH          YEAR ENDED       ENDED
                                                  DECEMBER 31,      DECEMBER 31,     JUNE 30,
                                                      1993              1994           1995
                                                ----------------    ------------    ----------
<S>                                                  <C>               <C>            <C>
Net Asset Value, Beginning of Period.........        $ 7.85            $ 7.76         $ 7.06
                                                     ------            ------         ------
Income From Investment Operations
Net Investment Income........................          0.10              0.32           0.16
Net Realized and Unrealized Gain (Loss)
  on Investments.............................         (0.05)            (0.69)          0.31
                                                     ------            ------         ------
Total From Investment Operations.............          0.05             (0.37)          0.47
                                                     ------            ------         ------
Less Distributions
Distributions From Net Investment Income.....         (0.10)            (0.33)         (0.17)
Distributions From Net Realized Capital
  Gains......................................         (0.04)             0.00           0.00
                                                     ------            ------         ------
Total Distributions..........................         (0.14)            (0.33)         (0.17)
                                                     ------            ------         ------
Net Asset Value, End of Period...............        $ 7.76            $ 7.06         $ 7.36
                                                     ======            ======         ======
Total Return (%)(d)..........................           0.5              (4.9)           6.6
Ratio of Operating Expenses to
  Average Net Assets (%)(b)..................          1.45(c)           1.45           1.45(c)
Ratio of Net Investment Income to
  Average Net Assets (%).....................          3.68(c)           4.38           4.78(c)
Portfolio Turnover Rate (%)..................           121(c)            219            168(c)
Net Assets, End of Period (000)..............        $  555            $1,152         $1,449
<FN> 
(a) Commencement of operations.
(b) Commencing September 13, 1993 expenses were voluntarily limited to 1.45% of Class B average net assets. 
    See Note 4. The ratio of operating expenses to average net assets without giving effect to this expense 
    limitation would have been 2.86% (annualized) for the period ended December 31, 1993, 2.54% for the year 
    ended December 31, 1994, and 2.78% for the six months ended June 30, 1995.
(c) Computed on an annualized basis.
(d) Periods less than one year are not annualized.
</TABLE>

 
                See accompanying notes to financial statements.
 
                                        9
<PAGE>   20
 
--------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
 
June 30, 1995 (unaudited)
 
1.  The Fund is a series of New England Funds Trust II, a Massachusetts business
trust (the "Trust"), which is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company.
The Declaration of Trust permits the Trustees to issue an unlimited number of
shares of the Trust in multiple series (each series of shares a "Fund").
 
The Fund offers both Class A and Class B shares. The Fund commenced its public
offering of Class B shares on September 13, 1993. Class A shares are sold with a
maximum front end sales charge of 2.50%. Class B shares do not pay a front end
sales charge, but pay a higher ongoing distribution fee than Class A shares, and
are subject to a contingent deferred sales charge if those shares are redeemed
within five years of purchase. Expenses of the Fund are borne pro-rata by the
holders of both classes of shares, except that each class bears expenses unique
to that class (including the Rule 12b-1 service and distribution fees applicable
to such class), and votes as a class only with respect to its own Rule 12b-1
Plan. Shares of each class would receive their pro-rata share of the net assets
attributable to their class, if the Fund were liquidated. In addition, the
Trustees declare 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.
 
A. SECURITY VALUATION.  The Fund's investment adviser, Back Bay Advisors, L.P.
("Back Bay Advisors"), under the supervision of the Fund's trustees, determines
the value of the Fund's portfolio of securities, using valuations provided by a
pricing service selected by Back Bay Advisors and other information with respect
to transactions in securities, including quotations from securities dealers.
Valuations of securities and other assets owned by the Fund for which market
quotations are readily available are based on those quotations. Short-term
obligations that will mature in 60 days or less are stated at amortized cost,
which, when combined with accrued interest or discount earned, approximates
market value. All other securities and assets are valued at their fair value as
determined in good faith by Back Bay Advisors under the supervision of the
Fund's trustees.
 
B. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME.  Security transactions
are accounted for on the trade date (the date the buy or sell is executed).
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis. Interest income is increased by the accretion of
original issue discount. Interest income is reduced by the amortization of
premium. In determining net gain or loss on securities sold, the cost of
securities has been determined on the identified cost basis.
 
                                       10
<PAGE>   21
 
--------------------------------------------------------------------------------
                    NOTES TO FINANCIAL STATEMENTS--CONTINUED
--------------------------------------------------------------------------------
 
June 30, 1995 (unaudited)
 
C. OPTIONS AND FUTURES. CALLS AND PUTS.  The Fund may write (sell) call and put
options on securities to manage its exposure to interest rates and the bond
market. Buying futures, writing puts, and buying calls tend to increase the
fund's exposure to the underlying instrument. Selling future, buying puts, and
writing calls tend to decrease the Fund's exposure to the underlying instrument,
or hedge other Fund investments. When a Fund writes a call or put option, an
amount equal to the premium received by the Fund is included in the fund's
statement of assets and liabilities as an asset and as an equivalent liability.
The amount of the liability is subsequently marked-to-market to reflect the
current market value of the option written. The current value of a written
option is the closing price on the principal exchange on which such option is
traded. If an option which the Fund has written either expires on its stipulated
expiration date, or if the Fund enters into a closing purchase transaction, the
Fund realizes a gain (or loss if the cost of a closing purchase transaction
exceeds the premium received when the option was written) without regard to any
unrealized gain or loss on the underlying security, and the liability related to
such option is extinguished. If a call option which the Fund has written is
exercised, the Fund realizes a capital gain or loss from the sale of the
underlying security and the proceeds from such sale are increased by the premium
originally received. If a put option which the Fund has written is exercised,
the amount of the premium originally received will reduce the cost of the
security which the Fund purchases upon exercise of the option.
 
The premium paid by a Fund for the purchase of a call or a put option is
included in the asset section of the Fund's statement of assets and liabilities
as an investment and subsequently adjusted to the current market value of the
option. The current value of a purchased option is the closing price on the
principal exchange on which such option is traded. If an option which the Fund
has purchased expires on the stipulated expiration date, the Fund will realize a
loss in the amount of the cost of the option. If the Fund enters into a closing
sale transaction, the Fund will realize a gain or loss, depending on whether the
sales proceeds from the closing sale transaction are greater or less than the
cost of the option it will realize a gain or loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a purchased call option, the cost
of the security which the fund purchases upon exercise will be increased by the
premium originally paid.
 
INTEREST RATE FUTURES CONTRACTS
 
The Fund may enter into interest rate futures contracts to hedge against changes
in the values of tax exempt municipal securities the Fund owns or expects to
purchase. An interest rate futures contract is an agreement between two parties
to buy and sell a security for a set price (or to deliver an amount of cash) on
a future date. Upon entering into such a contract, the purchasing Fund is
required to pledge to the broker
 
                                       11
<PAGE>   22
 
--------------------------------------------------------------------------------
                    NOTES TO FINANCIAL STATEMENTS--CONTINUED
--------------------------------------------------------------------------------
 
June 30, 1995 (unaudited)
 
an amount of cash, U.S. Government securities or other high quality debt
securities equal to the minimum "initial margin" requirements of the exchange,
currently up to $3,000 per contract. Pursuant to the contract, the Fund agrees
to receive from or pay to the broker an amount of cash equal to the daily
fluctuation in value of the contract. Such receipts or payments are known as
"variation margin," and are recorded by the Fund as unrealized gains or losses.
When the contract is closed, the Fund records a realized gain or loss equal to
the difference between the value of the contract at the time it was opened and
the value at the time it was closed.
 
The potential risk to the Fund is that the change in value of futures contracts
primarily corresponds with the value of underlying instruments which may not
correspond to the change in the value of the hedged instruments. In addition,
there is a risk that the fund may not be able to close out its futures positions
due to an illiquid secondary market.
 
The risk in writing a call option is that the fund relinquishes the opportunity
to profit if the market price of the underlying security increases and the
option is exercised. In writing a put option, the fund assumes the risk of
incurring a loss if the market price decreases and the option is exercised. In
addition, there is the risk the fund may not be able to enter into a closing
transaction because of an illiquid secondary market.
 
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 are declared daily to
shareholders of record at the time and are paid monthly.
 
The timing and characterization of certain income and capital gains
distributions are determined in accordance with federal tax regulations which
may differ from generally accepted accounting principles. These differences
relate primarily to market discount. Permanent book and tax basis differences
relating to shareholder distributions will result in reclassification to paid in
capital.
 
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. Back Bay Advisors 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.
 
                                       12
<PAGE>   23
 
--------------------------------------------------------------------------------
                    NOTES TO FINANCIAL STATEMENTS--CONTINUED
--------------------------------------------------------------------------------
 
June 30, 1995 (unaudited)
 
G. ORGANIZATION EXPENSE.  Costs incurred in 1993 in connection with the Fund's
organization and initial registration amounted to $27,000 and were paid by the
Fund. These costs are being amortized over 60 months beginning April 23, 1993.
 
2.  PURCHASES AND SALES OF SECURITIES (excluding short-term investments) for the
Fund for the six months ended June 30, 1995 were $14,072,674 and $14,275,195,
respectively.
 
<TABLE>

Investments in written options and futures contracts for the Fund for the six
months ended June 30, 1995 are summarized as follows:
 
<CAPTION>
                                                   SALES OF FUTURES CONTRACTS
                                          ---------------------------------------------
                                                                     AGGREGATE FACE
                                          NUMBER OF CONTRACTS      VALUE OF CONTRACTS
                                          -------------------    ----------------------
<S>                                             <C>                   <C>
Open 12/31/94..........................             40                $  3,997,396
Contracts opened.......................            120                  12,443,758
Contracts closed.......................           (160)                (16,441,154)
                                                ------                ------------
Open at June 30, 1995..................              0                $          0
                                                ======                ============ 
</TABLE>
 
<TABLE>
<CAPTION>
                                                        WRITTEN OPTIONS
                                          --------------------------------------------
                                              NUMBER OF                PREMIUMS
                                              CONTRACTS                RECEIVED
                                          ------------------    ----------------------
<S>                                            <C>                    <C>
Open 12/31/94..........................            40                 $   10,990
Contracts opened.......................           115                     40,699
Contracts closed.......................          (155)                   (51,689)
                                               ------                 ----------
Open at June 30, 1995..................             0                 $        0
                                               ======                 ==========
</TABLE>
 
<TABLE>

3A. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES.  During the six
months ended June 30, 1995, the Fund incurred management fees payable to its
investment adviser, Back Bay Advisors. Certain officers and directors of the
adviser are also officers or trustees of the Trust. Back Bay Advisors is a
wholly owned subsidiary of New England Investment Companies L.P., which is a
majority owned subsidiary of New England Mutual Life Insurance Company ("NEIC").
The management agreement in effect during the six months ended June 30, 1995
provided for fees as set forth below:
 
<CAPTION>
                
FEES EARNED     ANNUAL PERCENTAGE RATE   ANNUAL NET ASSET VALUE LEVELS
-----------     ----------------------   -----------------------------
<S>             <C>                      <C>
$34,633    (a)  0.400%                   the first $200 million
                0.375%                   the next $300 million
                0.350%                   the excess over $500 million
<FN> 

(a) Before reduction pursuant to voluntary expense limitations. See Note 4.

</TABLE>
 
                                       13
<PAGE>   24
 
--------------------------------------------------------------------------------
                    NOTES TO FINANCIAL STATEMENTS--CONTINUED
--------------------------------------------------------------------------------
 
June 30, 1995 (unaudited)
 
B. SERVICE AND DISTRIBUTION FEES.  Pursuant to Rule 12b-1 under the 1940 Act,
the Fund has adopted a Service Plan relating to the Fund's Class A shares (the
"Class A Plan") and a Service and Distribution Plan relating to the Fund's Class
B shares (the "Class B Plan").
 
Under the Class A Plan, the Fund pays New England Funds, L.P. ("New England
Funds") a monthly service fee at the annual rate of up to 0.25% of the average
daily net assets attributable to the Fund's Class A shares, as reimbursement for
expenses (including certain payments to securities dealers, who may be
affiliated with New England Funds) incurred by New England 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, 1995, the Fund paid New
England Funds $20,099 in fees under the Class A Plan. If the expenses of New
England Funds that are otherwise reimbursable under the Class A Plan incurred in
any year exceed the amounts payable by the Fund under the Class A Plan, the
unreimbursed amount (together with unreimbursed amounts from prior years) may be
carried forward for reimbursement in future years in which the Class A Plan
remains in effect. The amount of unreimbursed expenses carried forward into 1995
is $222,162.
 
Under the Class B Plan, the Fund pays New England Funds a monthly service fee at
the annual rate of up to 0.25% of the average daily net assets attributable to
the Fund's Class B shares, as compensation for services provided and expenses
(including certain payments to securities dealers, who may be affiliated with
New England Funds) incurred by New England Funds in providing personal services
to investors in Class B shares and/or the maintenance of shareholder accounts.
For the six months ended June 30, 1995, the Fund paid New England Funds $1,547
in service fees under the Class B Plan.
 
Also under the Class B Plan, the Fund pays New England Funds a monthly
distribution fee at the annual rate of up to 0.75% of the average daily net
assets attributable to the Fund's Class B shares, as compensation for services
provided and expenses (including certain payments to securities dealers, who may
be affiliated with New England Funds) incurred by New England Funds in
connection with the marketing or sale of Class B shares. For the six months
ended June 30, 1995, the Fund paid New England Funds $4,641 in distribution fees
under the Class B Plan.
 
Commissions (including contingent deferred sales charges) on Fund shares paid to
New England Funds by investors of shares of the Fund during the six months ended
June 30, 1995 amounted to $20,668.
 
C. TRANSFER AGENT FEES.  New England Funds is the transfer and shareholder
servicing agent to the Fund. For the six months ended June 30, 1995, the Fund
paid New England Funds $18,478 as compensation for its services in that
capacity.
 
                                       14
<PAGE>   25
 
--------------------------------------------------------------------------------
                    NOTES TO FINANCIAL STATEMENTS--CONTINUED
--------------------------------------------------------------------------------
 
June 30, 1995 (unaudited)
 
D. ADMINISTRATIVE SERVICES FEE.  New England Funds provides the Fund with office
space, facilities and equipment services of executive and other personnel and
certain administrative services all under an Administrative Services Agreement.
Under this agreement the Fund pays New England Funds a fee at the annual rate of
0.125% of the Fund's average daily net assets. New England Funds waived its
entire fee of $10,823 for the six months ended June 30, 1995 because total Fund
expenses exceeded the Fund's voluntary expense limitation. See Note 4.
 
<TABLE>

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 Back Bay
Advisors, New England Funds, New England Investment Companies or their
affiliates, other than registered investment companies. Each other trustee is
compensated by the Fund as follows:
 
      <S>                                           <C>
      Annual Retainer                               $800
      Meeting Fee                                   $125/meeting
      Committee Meeting Fee                         $75/meeting
      Committee Chairman Retainer                   $125/year
</TABLE>
 
A deferred compensation plan is available to the trustees on a voluntary basis.
Each participating trustee will receive an amount equal to the value that such
deferred compensation would have had, had it been invested in the Fund on the
normal payment date.
 
4.  EXPENSE LIMITATIONS.  Commencing April 23, 1993 and until further notice to
the Fund, Back Bay Advisors and New England Funds have voluntarily agreed to
reduce management and administrative services fees in order to limit the Fund's
expenses to an annual rate of 0.70% of the Fund's Class A average daily net
assets and effective September 13, 1993, 1.45% of Class B average daily net
assets. As a result of the Fund's expenses exceeding the foregoing voluntary
limitation during the six months ended June 30, 1995 Back Bay Advisors waived
its entire management fee of $34,633 and New England Funds waived its entire
administrative services fee of $10,823.
 
5.  CONCENTRATION OF CREDIT.  The Fund primarily invests in debt obligations
issued by the State of New York and its political subdivisions, agencies and
public authorities to obtain funds for various public purposes. The Fund is more
susceptible to factors adversely affecting issuers of New York municipal
securities than is a comparable municipal bond fund that is not as concentrated.
Uncertain economic and fiscal conditions may affect the ability of issuers of
New York municipal securities to meet their financial obligations.
 
                                       15
<PAGE>   26
 
--------------------------------------------------------------------------------
                    NOTES TO FINANCIAL STATEMENTS--CONTINUED
--------------------------------------------------------------------------------
 
June 30, 1995 (unaudited)
 
<TABLE>

6.  CAPITAL SHARES.  At June 30, 1995 there was an unlimited number of shares of
beneficial interest authorized, divided into two classes, Class A and Class B
capital stock. Transactions in capital shares were as follows:
 
<CAPTION>
                                              YEAR ENDED                SIX MONTHS ENDED
                                           DECEMBER 31,1994               JUNE 30, 1995
                                       -------------------------    -------------------------
              CLASS A                    SHARES        AMOUNT         SHARES        AMOUNT
               -----                   ----------    -----------    ----------    -----------
<S>                                    <C>           <C>            <C>           <C>
Shares sold.........................      757,009    $ 5,624,518       163,732    $ 1,199,373
Shares issued in connection with
  the reinvestment of:
  Distributions from net investment
    income..........................       68,560        502,549        38,280        280,433
                                       ----------    -----------    ----------    -----------
                                          825,569      6,127,067       202,012      1,479,806
Shares redeemed.....................   (1,300,616)    (9,499,367)     (242,684)   $(1,770,000)
                                       ----------    -----------    ----------    -----------
Net decrease........................     (475,047)   $(3,372,300)      (40,672)   $  (290,194)
                                       ==========    ===========    ==========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED             SIX MONTHS ENDED
                                               DECEMBER 31, 1994          JUNE 30, 1995
                                            -----------------------    --------------------
                 CLASS B                     SHARES       AMOUNT       SHARES      AMOUNT
                  -----                     --------    -----------    -------    ---------
<S>                                         <C>         <C>            <C>        <C>
Shares sold..............................    112,717    $   850,564     46,465    $ 336,352
Shares issued in connection with the
  reinvestment of:
  Distributions from net investment
    income...............................      4,774         34,778      2,949       21,557
                                            --------    -----------    -------    ---------
                                             117,491        885,342     49,414      357,909
Shares redeemed..........................    (25,760)      (187,121)   (15,677)    (112,956)
                                            --------    -----------    -------    ---------
Net increase.............................     91,731    $   698,221     33,737    $ 244,953
                                            ========    ===========    =======    =========
Total decrease from capital
  share transactions.....................   (383,316)   $(2,674,079)    (6,935)   $ (45,241)
                                            ========    ===========    =======    =========
</TABLE>
 
                                       16
<PAGE>   27
--------------------------------------------------------------------------------
                              NEW ENGLAND FUNDS
--------------------------------------------------------------------------------



                                 STOCK FUNDS
                          International Equity Fund
                                 Growth Fund
                             Star Advisers Fund
                             Capital Growth Fund
                                 Value Fund
                          Growth Opportunities Fund
                                Balanced Fund

                                 BOND FUNDS
                              High Income Fund
                            Strategic Income Fund
                         Government Securities Fund
                              Bond Income Fund
                      Limited Term U.S. Government Fund
                    Adjustable Rate U.S. Government Fund
                              Tax Exempt Funds
                           Tax Exempt Income Fund
                     Massachusetts Tax Free Income Fund
                Intermediate Term Tax Free Fund of California
                 Intermediate Term Tax Free Fund of New York

                             MONEY MARKET FUNDS
                            Cash Management Trust
                           - Money Market Series 
                          - U.S. Government Series
                        Tax Exempt Money Market Trust


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

                           New England Funds, 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.
<PAGE>   28

                              -------------------
                              399 Boylston Street


                             Boston, Massachusetts


                                    02116
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