Registration Nos. 2-11101
811-242
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ____ ___
Post-Effective Amendment No. 99 x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 33 x
(Check appropriate box or boxes)
NEW ENGLAND FUNDS TRUST II
(Exact Name of Registrant as Specified in Charter)
399 Boylston Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
(617) 578-1388
(Registrant's Telephone Number, including Area Code)
Sheila M. Barry, Esq. Copy to: Edward Benjamin, Esq.
New England Funds, L.P. Ropes & Gray
399 Boylston Street One International Place
Boston, Massachusetts 02116 Boston, Massachusetts 02110-26624
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
(check appropriate box)
X immediately upon filing pursuant to paragraph (b) of Rule 485
___ on May 1, 1995 pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
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___ on (date) pursuant to paragraph (a)(1) of Rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
___ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite number of securities under the
Securities Act of 1933 in accordance with Rule 24f-2 under the Investment
Company Act of 1940, as amended. Registrant filed on February 27, 1995, the
Rule 24f-2 Notice for the Registrant's fiscal year ended December 31, 1994.
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NEW ENGLAND FUNDS TRUST II
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits:
18. Plan pursuant to Rule 18f-3(d) under the Investment
Company Act of 1940 for New England Funds Trust I and
New England Funds Trust II, filed herewith.
Other exhibits were filed with or incorporated by reference
into Post-Effective Amendment No. 98 to the Registration
Statement on Form N-1A for the Registrant, filed on March
2, 1995, which is proposed to become effective simultaneously
with the effectiveness of this Post-Effective Amendment No.
99.
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NEW ENGLAND FUNDS TRUST II
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston, in the Commonwealth of Massachusetts on the
28th day of April, 1995.
New England Funds Trust II
By: /s/PETER S. VOSS*
Peter S. Voss
Chief Executive Officer
*By: /s/ROBERT P. CONNOLLY
Robert P. Connolly
Attorney-In-Fact
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Registration Nos. 2-11101
811-242
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/PETER S. VOSS* Chairman of the Board; April 28, 1995
Peter S. Voss Chief Executive Officer;
Principal Executive
Officer; Trustee
/s/FRANK NESVET Treasurer April 28, 1995
Frank Nesvet
/s/GRAHAM T. ALLISON, JR.* Trustee
Graham T. Allison, Jr.
/s/KENNETH J. COWAN* Trustee April 28, 1995
Kenneth J. Cowan
/s/SANDRA O. MOOSE* Trustee April 28, 1995
Sandra O. Moose
/s/JAMES H. SCOTT* Trustee April 28, 1995
James H. Scott
/s/HENRY L.P. SCHMELZER* Trustee and President April 28, 1995
Henry L. P. Schmelzer
/s/JOHN A. SHANE* Trustee April 28, 1995
John A. Shane
/s/PENDLETON P. WHITE* Trustee April 28, 1995
Pendleton P. White
*By: /s/ ROBERT P. CONNOLLY
Robert P. Connolly
Attorney-In-Fact
April 28, 1995
NEW ENGLAND FUNDS TRUST I
NEW ENGLAND FUNDS TRUST II
Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940
Effective May 1, 1995<F1>
Each series ("Fund") of New England Funds Trust I and New England Funds
Trust II (the "Trusts") may from time to time issue one or more of the
following classes of shares: Class A shares, Class B shares, Class C shares
and Class Y shares. Each class is subject to such investment minimums and
other conditions of eligibility as are set forth in the Funds' prospectuses as
from time to time in effect. The differences in expenses among these classes
of shares, and the conversion and exchange features of each class of shares,
are set forth below in this Plan, which is subject to change, to the extent
permitted by law and by the Declaration of Trust and By-laws of each Trust, by
action of the Board of Trustees of each Trust.
Initial Sales Charge
Class A shares are offered at a public offering price that is equal to
their net asset value ("NAV") plus a sales charge of up to 6.50% of the public
offering price (which maximum may be less for certain Funds, as described in
the Funds' prospectuses as from time to time in effect). The sales charges on
Class A shares are subject to reduction or waiver as permitted by Rule 22d-1
under the Investment Company Act of 1940 (the "1940 Act") and as described in
the Funds' prospectuses as from time to time in effect.
Class B, Class C and Class Y shares are offered at their NAV, without an
initial sales charge.
Contingent Deferred Sales Charge
Purchases of Class A shares of $1 million or more that are redeemed within
one year from purchase are subject to a contingent deferred sales charge (a
"CDSC") of 1% of either the purchase price or the NAV of the shares redeemed,
whichever is less. Class A shares are not otherwise subject to a CDSC.
Class B shares that are redeemed within 5 years from purchase are subject
to a CDSC of up to 4% of either the purchase price or the NAV of the shares
redeemed, whichever is less; such percentage declines the longer the shares are
held, as described in the Funds' prospectuses as from time to time in effect.
____________________________
<F>
<F1> New England Funds Trust I and New England Funds Trust II (the
"Trusts") have been offering multiple classes of shares, prior to the
effectiveness of this Plan, pursuant to an exemptive order of the Securities
and Exchange Commission. This Plan is intended to permit the Trusts to offer
multiple classes of shares pursuant to Rule 18f-3 under the Investment
Company Act of 1940, without any change in the arrangements and expense
allocations that have been approved by the Board of Trustees of each Trust under
such order of exemption.
PAGE 1
Class B shares purchased with reinvested dividends or capital gain
distributions are not subject to a CDSC.
The CDSC on Class A and Class B shares is subject to reduction or waiver
in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as
described in the Funds' prospectuses as from time to time in effect.
Class C and Class Y shares are not subject to any CDSC.
Service, Administration and Distribution Fees
Class A, Class B and Class C shares pay distribution and service fees
pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the "12b-
1 Plans") for such classes. There is no 12b-1 Plan for Class Y shares.
Class A, Class B and Class C shares each pay, pursuant to the 12b-1 Plans,
a service fee of up to .25% per annum of the average daily net assets
attributable to such class.
Class A, Class B and Class C shares of New England International Equity
Fund pay an administrative fee of .10% per annum of the average daily net
assets attributable to such class, pursuant to an Administrative Services
Agreement. Class Y shares of such Fund pay an administrative fee of .05% per
annum of the average daily net assets attributable to such class pursuant to
such agreement.
Class A shares do not pay a distribution fee, with the exception that the
Class A shares of the following Funds pay, pursuant to the 12b-1 Plans, a
distribution fee of up to .10% per annum of the average daily net assets of
such Fund attributable to Class A shares: New England Massachusetts Tax Free
Income Fund, New England High Income Fund and New England Limited Term U.S.
Government Fund.
Class B and Class C shares pay, pursuant to the 12b-1 Plans, a
distribution fee of up to .75% per annum of the average daily net assets of
such Fund attributable to such class of shares.
Conversion and Exchange Features
Class B shares automatically convert to Class A shares of the same Fund
eight years after purchase, except that Class B shares purchased through the
reinvestment of dividends and other distributions on Class B shares convert to
Class A shares at the same time as the shares with respect to which they were
purchased are converted. Class A, Class C and Class Y shares do not convert to
any other class of shares.
Class A shares of any Fund may be exchanged, at the holder's option, for
Class A shares of another Fund without the payment of a sales charge, except
that if Class A shares of New England Adjustable Rate U.S. Government Fund are
exchanged for shares of a Fund with a higher sales charge, then the difference
in sales charges must be paid on the exchange; and except that Class A shares
of New England Intermediate Term Tax Free Fund of New York and New England
PAGE 2
Intermediate Term Tax Free Fund of California must have been held for at least
six months before the exchange privilege applies to such shares. The holding
period for determining any CDSC will include the holding period of the shares
exchanged. Class A shares may also be exchanged for Class A shares of New
England Cash Management Trust or New England Tax Exempt Money Market Trust (the
"Money Market Funds"), in which case the holding period for purposes of
determining the expiration of the CDSC on such shares, if any, will stop and
will resume only when an exchange is made back into Class A shares of a Fund.
If such Money Market Fund shares are subsequently redeemed for cash, they will
be subject to a CDSC to the same extent that the shares exchanged would have
been subject to a CDSC at the time of the exchange into the Money Market Fund.
Class A shares of a Money Market Fund so purchased may be exchanged for Class A
shares of a Fund without sales charge or CDSC to the same extent as the Class A
shares exchanged for the Money Market Fund Class A shares could have been so
exchanged. The holding period for determining any CDSC for the acquired Fund
shares will not include the period during which the Money Market Fund shares
were held, but will include the holding period for the Class A Fund shares that
were exchanged for the Money Market Fund shares.
Class B shares of any Fund may be exchanged, at the holder's option, for
Class B shares of another Fund, without the payment of a CDSC. The holding
period for determining the CDSC and the conversion to Class A shares will
include the holding period of the shares exchanged. Class B shares of any Fund
may also be exchanged for Class B shares of a Money Market Fund, without the
payment of a CDSC. If such Money Market Fund shares are subsequently redeemed
for cash, they will be subject to a CDSC to the same extent that the shares
exchanged would have been subject to a CDSC at the time of the exchange into
the Money Market Fund. If such Money Market Fund shares are exchanged for
Class B shares of a Fund, no CDSC will apply to the exchange, and the holding
period for the acquired shares will include the holding period of the shares
that were exchanged for the Money Market Fund shares (but not the period during
which the Money Market Fund shares were held).
Class C shares of any Fund may be exchanged for Class C shares of any
other Fund that offers Class C shares, or for Class A shares of a Money Market
Fund.
Class Y shares of any Fund may be exchanged for Class Y shares of any
other Fund that offers Class Y shares, or for Class A shares of a Money Market
Fund.
