NEW ENGLAND FUNDS TRUST I
NEW ENGLAND FUNDS TRUST II
Supplement dated November 17, 1995 to New England Stock Funds
Class Y Prospectus
dated May 1, 1995
The following paragraphs are added to the section of the Prospectus
captioned "Fund Management" for New England Capital Growth Fund, New
England Balanced Fund, New England International Equity Fund, New
England Value Fund and New England Growth Opportunities Fund (the
"Funds"):
The investment adviser of each Fund and the subadviser of New
England Growth Opportunities Fund, are wholly-owned subsidiaries of
New England Investment Companies, L.P. ("NEIC"). New England Mutual
Life Insurance Company ("The New England") owns NEIC's sole general
partner and a majority of the limited partnership interest in NEIC.
The New England and Metropolitan Life Insurance Company ("MetLife")
have entered into an agreement to merge, with MetLife to be the
survivor of the merger. The merger is conditioned upon, among other
things, approval by the policyholders of The New England and MetLife
and receipt of certain regulatory approvals. The merger is not
expected to occur until after December 31, 1995.
The merger of The New England into MetLife is being treated, for
purposes of the Investment Company Act of 1940 (the "Act"), as an
"assignment" of the existing investment advisory agreements and the
subadvisory agreements with NEIC and its affiliate companies. Under
the Act, such an "assignment" will result in the automatic
termination of those agreements, effective at the time of the
merger. Prior to the merger, shareholders of the Funds will be
asked to approve new investment advisory and subadvisory agreements,
intended to take effect at the time of the merger. A proxy
statement describing the new agreements will be sent to shareholders
of the Funds prior to their being asked to vote on the new
agreements.
The following paragraphs are added to the section of the Prospectus
captioned "Fund Management" for New England International Equity Fund:
NEIC, the parent company of Draycott Partners, Ltd. ("Draycott"),
has agreed to sell Draycott to Cursitor Holdings, Ltd. U.K.
("Cursitor"). Draycott serves as the investment adviser to the
Fund. The sale is expected to occur in late December, 1995. The
sale is subject to a number of conditions, including approval by the
Fund's shareholders of new investment advisory arrangements for the
Fund. Under these new arrangements, New England Funds Management,
L.P., a subsidiary of NEIC, would become the Fund's investment
adviser, and Draycott would continue to be responsible, as
subadviser, for the day-to-day management of the Fund's investment
portfolio. A proxy statement describing the new arrangements will
be sent to shareholders of the Fund prior to their being asked to
vote on the new arrangements. No changes in the Fund's investment
objective or policies, or in the portfolio management personnel
responsible for the Fund's day-to-day investment management, are
contemplated in connection with the sale.
Cursitor, headquartered at 66 Buckingham Gate, London, England SW1E
6AU, is an international investment management group that had
approximately $9.4 billion of assets under management at September
30, 1995.
On October 24, 1995, Alliance Capital Management, L.P. ("Alliance
Capital") announced that it had agreed in principle to acquire the
business of Cursitor and of an affiliated company, Cursitor-Eaton
Asset Management Company. If consummated, this acquisition would
result in Draycott becoming a wholly-owned subsidiary of a new
entity, Cursitor Alliance LLC, in which Alliance Capital would own a
93% interest. Alliance Capital Management Corporation ("ACMC"), the
sole general partner of, and the owner of a 1% general partnership
interest in, Alliance Capital, is an indirect wholly-owned
subsidiary of The Equitable Life Assurance Society of the United
States, which is a wholly-owned subsidiary of The Equitable
Companies Incorporated, a holding company controlled by AXA, a
French insurance holding company.
The following paragraphs are added to the section of the Prospectus
captioned "Ways to Buy Fund Shares" for each of the Funds:
Investment checks should be made payable to New England Funds.
New England Funds will accept second-party checks (up to $10,000)
for investments into existing accounts only. (A second-party check
is a check made payable to a New England Funds shareholder which the
shareholder has endorsed to New England Funds for deposit into an
account registered to the shareholder.)
New England Funds will NOT accept third-party checks, except certain
third-party checks issued by other mutual fund companies, broker
dealers or banks representing the transfer of retirement assets. (A
third-party check is a check made payable to a party which is not a
New England Funds shareholder, but which has been ultimately
endorsed to New England Funds for deposit into an account.)
