NEW ENGLAND FUNDS TRUST II, 497, 1996-01-04

NEW ENGLAND FUNDS TRUST II
497, 1996-01-04

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<PAGE>

Rule 497(c)
File No. 2-11101

[LOGO]

NEW ENGLAND FUNDS
Where The Best Minds Meet (TM)

GROWTH FUND OF ISRAEL
PROSPECTUS AND APPLICATION

December 29, 1995

Growth Fund of Israel (the "Fund") is a newly organized, non-diversified mutual
fund. The Fund is a series of New England Funds Trust II (the "Trust"), a
registered open-end management investment company. Other series of the Trust are
described in separate prospectuses.

The Fund's investment objective is long-term growth of capital. The Fund will
seek to achieve its objective by investing primarily in Israeli equity
securities. There can be no assurance that the Fund will achieve its objective,
which may be changed without shareholder approval.

Investments in Israel involve substantial risks that are not typically
associated with investments in the United States. An investment in the Fund
should be considered speculative. See "Investment Risks" for a description of
certain material factors that should be considered in connection with an
investment in the Fund.

Harris Associates L.P. ("Harris Associates") is the Fund's investment subadviser
and Batucha Securities & Investments Ltd. ("Batucha") provides information to
Harris relating to Israel and its markets and industries. Batucha is a wholly-
owned subsidiary of Clal (Israel) Ltd. ("Clal") and the major shareholders of
Clal are Bank Hapoalim B.M. ("Bank Hapoalim"), Israel's largest bank, and I.D.B.
Development Corporation Ltd. See "Fund Management."

B'nai B'rith, an international fraternal and philanthropic organization, has
entered into an arrangement whereby it provides consultation and assistance to
New England Funds, L.P. (the "Distributor") with respect to the design and
marketing of the Fund and with respect to matters of particular interest to
B'nai B'rith, its members and others in the Jewish community in the United
States. B'nai B'rith's broker-dealer affiliate receives compensation for this
role. See "Sales Charges - General" for further information

The Fund offers three classes of shares to the general public (Classes A, B and
C). The offering price is based on the net asset value per share next determined
after an order is received. Class A share purchases generally involve a sales
charge at the time of purchase. No initial sales charge applies to Class B share
purchases. A contingent deferred sales charge ("CDSC"), however, is imposed upon
certain redemptions of Class B shares. Class B shares automatically convert to
Class A shares eight years after purchase. No initial sales charge or CDSC
applies to purchases or redemptions of Class C shares, which do not have a
conversion feature. Class B and Class C shares bear higher annual 12b-1 fees
than Class A shares. See "Buying Fund Shares -- Sales Charges."
<PAGE>

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION, ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND
INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

For general information on the Fund or any of its services and for assistance in
opening an account, contact your investment dealer or call the Distributor toll
free at 1-800-225-5478.

An additional class of shares (Class Y) is not currently available for purchase,
but may be offered for sale to qualified institutional investors at net asset
value at a later date. Class Y shares bear no sales charges or 12b-1 fees. If
and when Class Y shares of the Fund are offered for sale, the Fund will
supplement its prospectus.

This prospectus sets forth information you should know before investing in the
Fund. Please read it carefully and keep it for future reference. A statement of
additional information (the "SAI") about the Fund dated December 29, 1995 has
been filed with the Securities and Exchange Commission (the "SEC") and is
available free of charge. Write to the Distributor, SAI Fulfillment Desk, 399
Boylston Street, Boston, MA 02116 or call toll free at 1-800-225-5478. The SAI
contains more detailed information about the Fund and is incorporated into this
prospectus by reference.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
New England Investment Companies
and the Fund's Adviser and Subadvisers

Schedule of Fees Sales charges, yearly operating expenses.

Investment Strategy
How the Fund Pursues Its Investment Objective

Investment Risks It is important to understand the risks
inherent in the Fund before you invest.

Fund Management

Buying Fund Shares Everything you need to know to open and
Minimum Investment - Classes A, B and C add to a Growth Fund of Israel account.
Minimum Investment - Class Y
6 Ways to Buy Fund Shares
. Through your investment dealer
. By mail
. By wire transfer of Federal Funds
. By Investment Builder
. By electronic purchase through ACH
. By exchange from another New England Fund
Sales Charges
Reduced Sales Charges (Class A Shares Only)

Owning Fund Shares
Exchanging Among New England Funds New England Funds offers three convenient
Fund Dividend Payments ways to exchange Fund shares.

Selling Fund Shares
4 Ways to Sell Fund Shares How to withdraw money or close your
. Through your investment dealer account.
. By telephone
. By mail
. By Systematic Withdrawal Plan
Repurchase Option (Class A Shares Only) An opportunity to reinvest your redemption
proceeds within 120 days for no sales charge.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PAGE
<S> <C>
Fund Details Additional information you may find
How Fund Share Price Is Determined important.
Income Tax Considerations
The Fund's Expenses
Performance Criteria
Additional Facts About the Fund

Glossary of Terms
</TABLE>

<PAGE>

NEW ENGLAND INVESTMENT COMPANIES
AND THE FUND'S ADVISER AND SUBADVISERS

The investment adviser and investment subadviser of the Fund are independently-
operated subsidiaries of New England Investment Companies, L.P. ("NEIC"), the
fifth-largest publicly traded investment management firm in the United States.
NEIC is listed on the New York Stock Exchange and through its subsidiaries or an
affiliate manages over $78 billion in assets for individuals and institutions.
The adviser and investment subadviser operate independently and are staffed by
experienced investment professionals. The adviser and investment subadviser
apply specialized knowledge and careful analysis to the pursuit of the Fund's
objectives. NEIC's sole general partner, New England Investment Companies, Inc.
("NEIC Inc."), is a wholly-owned subsidiary of New England Mutual Life Insurance
Company ("The New England"). 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 policy holders of The New England and MetLife and receipt of
certain regulatory approvals. After such merger, NEIC Inc. will be a wholly-
owned subsidiary of MetLife.

NEW ENGLAND FUNDS MANAGEMENT, L.P. ("NEFM") is the Fund's investment adviser.
NEFM also serves as investment adviser to certain of the New England Funds.

HARRIS ASSOCIATES L.P., investment subadviser to the Fund, has advised and
managed mutual funds since 1970. Harris Associates also serves as investment
adviser to other mutual funds and to individuals, trusts, retirement plans,
endowments and foundations, and manages several private partnerships. Harris
Associates has extensive experience in managing international equity portfolios.

BATUCHA SECURITIES & INVESTMENTS LTD. serves as special economic and market
subadviser for the Fund. In this capacity, Batucha provides Harris Associates
with information, advice and assistance regarding economic, financial,
political, technological and social matters, trends or changes relating to or
affecting Israel and information on markets and industries in Israel. Batucha,
based in Tel Aviv, Israel, is an indirect subsidiary of Clal, a publicly traded
Israeli conglomerate, and is not affiliated with NEIC.

B'nai B'rith has entered into an arrangement whereby it provides consultation
and assistance to the Distributor with respect to the design and marketing of
the Fund and with respect to matters of particular interest to B'nai B'rith, its
members and others in the Jewish community in the United States. B'nai B'rith's
broker-dealer affiliate receives compensation for this role. See "Sales
Charges - General" for further information.
<PAGE>

SCHEDULE OF FEES

Expenses are one of several factors to consider when you invest in the Fund. The
following table summarizes your maximum transaction costs from investing in the
Fund and estimated annual expenses for each class of the Fund's shares. The
Example shows the cumulative expenses attributable to a hypothetical $1,000
investment in each class of shares of the Fund for the periods specified.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
<S> <C> <C> <C> <C>
Maximum Initial Sales Charge Imposed on a Purchase
(as a percentage of offering price) (1) (2). . . . . . . . . . . 5.75% None None None
Maximum Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds, as applicable)(2) (3) 4.00% None None
Redemption Fee . . . . . . . . . . . . . . . . . . . . . . . . . None None None None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . None None None None
</TABLE>

(1) Reduced sales charges on Class A shares apply in some cases. See "Buying
Fund Shares - Reduced Sales Charges (Class A Shares Only)."
(2) Does not apply to reinvested distributions.
(3) A 1.00% contingent deferred sales charge applies with respect to any
portion of certain purchases of Class A shares greater than $1,000,000
redeemed within approximately 1 year after purchase, but not to any other
purchases or redemptions of Class A shares. See "Buying Fund Shares - Sales
Charges."

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
<S> <C> <C> <C> <C>
Management Fees. . . . . . . . . . . . . . . . . . . . . . . . . 1.10% 1.10% 1.10% 1.10%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.25% 1.00%* 1.00%* None
Other Expenses** . . . . . . . . . . . . . . . . . . . . . . . . 0.85% 0.85% 0.85% 0.85%
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 2.20% 2.95% 2.95% 1.95%
</TABLE>

* Because of the higher 12b-1 fees, long-term shareholders may pay more than
the economic equivalent of the maximum front-end sales charge permitted by
rules of the National Association of Securities Dealers, Inc.
** Other Expenses are based on estimated amounts for the Fund's first fiscal
year.

EXAMPLE

You would pay the following expenses on a $1,000 investment assuming (1) a 5%
annual return and (2) unless otherwise noted, redemption at period end. The 5%
return and expenses in the Example should not be considered indicative of actual
or expected Fund performance or expenses, both of which will vary.

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
<S> <C> <C> <C> <C>
(1) (2)
1 Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $
3 Years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $
</TABLE>

(1) Assumes redemption at end of period.
(2) Assumes no redemption at end of period.

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<PAGE>

The purpose of this fee schedule is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly if you invest in
the Fund.

Please keep in mind that the Example shown above is hypothetical. The
information above should not be considered a representation of past or future
return or expenses; actual return or expenses may be more or less than those
shown.

A wire fee (currently $5.00) will be deducted from your proceeds if you elect to
transfer redemption proceeds by wire.

For additional information about the Fund's fees and other expenses, please see
"Fund Management," "The Fund's Expenses" and "Additional Facts about the Fund."

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<PAGE>

INVESTMENT STRATEGY

The Fund's investment objective is long term growth of capital.

HOW THE FUND PURSUES ITS INVESTMENT OBJECTIVE

The Fund seeks to attain its objective by investing primarily in equity
securities (1) of issuers organized under the laws of the State of Israel, (2)
of issuers that derive at least 50% of their revenues or profits from goods or
services sold or produced in Israel or (3) whose principal securities trading
market is Israel (collectively, "Israeli Equity Securities"). The Fund may also
invest in other securities, as described below. Under normal market conditions,
however, at least 65% of the Fund's total assets will be invested in Israeli
Equity Securities. The Fund may invest up to 15% of its assets in unlisted,
private Israeli Equity Securities.

Under normal conditions, up to 35% of the Fund's assets may be invested in
fixed-income securities, including U.S. or foreign government securities,
obligations of U.S. or foreign corporate issuers rated in the top four rating
categories by at least two major rating agencies or, if unrated, determined to
be of comparable quality by the investment subadviser, and repurchase agreements
that are fully collateralized by U.S. Government securities. Under unusual
market conditions as determined by the investment subadviser, all or any portion
of the Fund's assets may be invested, for temporary, defensive purposes, in such
securities or in cash (including foreign currency).

The Fund's investment adviser and investment subadviser believe that shares of
the Fund could provide an attractive opportunity for investors seeking long term
capital growth by investing in Israeli Equity Securities. While it is possible
for investors to purchase equity securities of certain Israeli issuers in the
United States, most such equity securities are traded on the Tel Aviv Stock
Exchange (the "TASE") and relatively few U.S. investment firms follow or provide
research on these securities. Batucha, as special economic and market
subadviser, will provide Harris Associates with information, advice and
assistance regarding economic, financial, political, technological and social
matters, trends or changes relating to or affecting Israel and information on
markets and industries in Israel. (Batucha will not, however, generally furnish
advice or make recommendations regarding the purchase or sale of securities for
the Fund's portfolio.) See "Fund Management." The Fund's investment adviser and
investment subadviser expect the Fund to benefit from research and information
about the Israeli economy and financial markets provided by Batucha that are not
ordinarily available to investors other than Israeli institutional
investors.

The Fund's investment adviser and investment subadviser believe that during the
next three to five years the Israeli economy could be favorably affected by
several factors. Despite certain adverse conditions prevailing in Israel in
recent years, including the negative effects of political uncertainty and high
inflation, which are described elsewhere in this prospectus, the Israeli gross
domestic product ("GDP") has increased in real terms in each of the last five
years and a significant number of companies engaged in scientific and
technological activities (including computer software and components,
biotechnology, civil and military electronics, communications, aviation and
space technology) have been funded and have grown during such period. The
substantial immigration into Israel from the former Soviet Union, which has
brought to Israel a significant number of educated and trained people, and the
prospect for continued immigration (although potentially at reduced levels),
enhance the prospects for further growth of the Israeli economy, especially in
the areas of science and technology. Real wages have also been declining since
1989, aiding competitiveness and profitability. Israel also has preferential
trade arrangements with the United States and the European Community, such as
favorable tariff rates. In addition, the recent success of a number of Israeli
companies, particularly in the area of high technology, along with the increase
in daily trading on the TASE generally experienced in recent years and
relaxation of restrictions on foreign investment, has prompted the potential
entry of a number of investors in search of investment opportunities in Israel.
The Fund's investment adviser and investment subadviser also believe that
greater investment in listed shares by "provident" (e.g., pension) funds and
savings plans in Israel may increase liquidity and demand for TASE-listed
shares.

-4-
<PAGE>

Although the Fund's investment adviser and investment subadviser cannot
predict whether recent negotiations among Israel, certain of its
neighboring Arab countries and Palestinian representatives will result in a
significant improvement in Israel's relations with such parties, should
such a development occur, the Fund's investment adviser and investment
subadviser believe that Israel's economy could potentially benefit in a
number of respects, including the potential opening of new markets in and
economic cooperation with such neighboring states, the attraction of new
investments if the Arab boycott should end and partial relief of the burden
on Israel's economy and manpower of military defense obligations. There can
be no assurance that investment opportunities will be available at
valuations and on terms that the Fund considers appropriate. See
"Investment Risks."

The government of Israel has announced a major privatization program and
has privatized either wholly or partially several large and mid-sized
government-owned companies, including the state telephone company, a
chemical company and an oil marketing company. The government has announced
its intention to continue to privatize many of the companies it now owns or
controls in industries such as shipping, telecommunications, airlines,
chemicals and banking (including some of the largest companies in Israel),
through public issuance of shares on the TASE and other foreign exchanges
or by private placements. Each privatization transaction is subject to its
own political and economic factors which may vary the terms upon which
investors, such as the Fund, may participate. No assurance can be given
that privatizations will continue to occur or that the Fund will be able or
will desire to participate in them.

Companies in which the Fund may invest may have small, medium or large
market capitalizations, and their equity securities may or may not pay
dividends. When selecting industries and companies for investment by the
Fund, Harris Associates will consider factors such as overall growth
prospects, competitive position in domestic and export markets, technology,
research and development, productivity, labor costs, raw material costs and
sources, profit margins, return on investment, capital resources,
governmental regulation and the experience of management. Consideration
will also be given to companies that could benefit from the economic
development of Israel and the West Bank and from the possible opening of
the borders between Israel and its neighbors.

. HEDGING TRANSACTIONS

The Fund may, for hedging purposes only, engage in derivatives
transactions, such as options, futures or forward transactions, designed to
manage its exposure to changing security prices and currency exchange
rates. The Fund may, subject to specified limitations, buy put and call
options and write covered call options based on any type of security or
index related to the Fund's investments, including options traded on
foreign exchanges and in the over-the-counter markets. Buying puts and
writing covered calls tends to hedge the Fund's investments against price
fluctuations, whereas buying calls tends to increase the Fund's market
exposure. The Fund will hedge no more than 25% of its total assets by
buying puts and writing covered calls. In addition, the Fund will not
purchase a put or call option if, as a result, more than 10% of the Fund's
total assets would be committed to premiums for such options. The Fund may
invest in options and futures contracts on various stock indices to hedge
against changes in the value of securities it holds or expects to acquire.
The Fund may also invest in options on stock index futures. The Fund will
not invest more than 25% of its net assets in stock index futures or
options on stock index futures.

The Fund's ability to use derivatives successfully requires skills
different from those needed to select the Fund's portfolio securities and
involves Harris Associates' judgment as to the potential risks and rewards
of these different types of strategies. Derivatives can be volatile
investments and may not perform as expected. If the Fund applies a hedge at
an inappropriate time or Harris Associates judges market trends
incorrectly, derivatives strategies may lower the Fund's return. The Fund
could also experience losses if the prices of its derivatives were poorly
correlated with its other investments, or if it could not close out its
positions because of an illiquid secondary market. When required by
guidelines established by the SEC, the Fund will place the required amount
of liquid, high-quality debt securities in a segregated custodial account
to provide for payment of its

-5-
<PAGE>

obligations in connection with derivatives transactions. Derivatives
transactions in which the Fund may engage are described in further detail
in the SAI.

. LENDING OF PORTFOLIO SECURITIES

The Fund is permitted to lend up to 33 % of the total value of its
securities. These loans must be secured continuously by cash or equivalent
collateral or by a letter of credit in an amount at least equal to the
market value of the securities loaned plus accrued income. By lending its
securities, the Fund may increase its income by continuing to receive
income on the loaned securities as well as the opportunity to receive
interest on the collateral. Any gain or loss in the market price of the
borrowed securities which occurs during the term of the loan belongs to the
Fund rather than to the borrower of the securities. The risks of lending
portfolio securities, as with other extensions of credit, include possible
delay in the recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. In considering whether the
Fund will lend securities, Harris Associates will consider all relevant
factors and circumstances, including the creditworthiness of the
borrower.

. OTHER INVESTMENTS AND INVESTMENT TECHNIQUES

The Fund may also utilize the following investments and investment
techniques and practices: securities not registered under the Securities
Act of 1933 (the "Securities Act"), but that can be sold to qualified
institutional buyers in accordance with Rule 144A under the Securities Act
("Rule 144A Securities"), sponsored or unsponsored American Depository
Receipts ("ADRs") or European Depository Receipts ("EDRs"), and when-issued
and delayed-delivery securities. See "Investment Risks - Miscellaneous"
below and Part II of the SAI for further information regarding these
investments and investment techniques.

-6-
<PAGE>

INVESTMENT RISKS

It is important to understand the following risks inherent in the Fund
before you invest.

. EQUITY SECURITIES

Equity securities are securities that represent an ownership interest (or
the right to acquire such an interest) in a company, and include common and
preferred stocks and securities exercisable for or convertible into common
or preferred stocks (such as warrants, convertible debt securities and
convertible preferred stock).

While offering greater potential for long-term growth, equity securities
are more volatile and more risky than some other forms of investment.
Therefore, the value of your investment in the Fund may sometimes decrease
instead of increase. The Fund may invest in equity securities of companies
with relatively small market capitalization. Securities of such companies
may be more volatile than the securities of larger, more established
companies and the broad equity market indices. See "Small Companies" below.
The Fund's investments may include securities traded "over-the-counter" as
well as those traded on a securities exchange. Some over-the-counter
securities may be more difficult to sell under some market conditions.

The Fund may invest in convertible securities, including corporate bonds,
notes or preferred stocks that can be converted into common stocks or other
equity securities. Convertible securities also include other securities,
such as warrants, that provide an opportunity for equity participation.
Because convertible securities can be converted into equity securities,
their values will normally increase or decrease as the values of the
underlying equity securities increase or decrease. The movements in the
prices of convertible securities, however, may be smaller than the
movements in the value of the underlying equity securities. The value of
convertible securities that pay dividends or interest, like the value of
all fixed-income securities, generally fluctuates inversely with changes in
interest rates. Warrants have no voting rights, pay no dividends and have
no rights with respect to the assets of the corporation issuing them. They
do not represent ownership of the securities for which they are
exercisable, but only the right to buy such securities at a particular
price. The credit risk associated with convertible securities is generally
reflected by their being rated, if at all, below investment grade by
organizations such as Moody's Investors Service, Inc. ("Moody's") and
Standard & Poor's Ratings Group ("S&P"). Less than 35% of the Fund's assets
will be invested in convertible securities rated below investment grade and
unrated convertible securities of comparable quality. For a detailed
description of the ratings assigned by S&P and Moody's, please refer to
Appendix A of the SAI.

. FIXED-INCOME SECURITIES

Fixed-income securities include debt obligations of governmental and
corporate issuers. Because interest rates vary, it is impossible to predict
the income of a fund that invests in fixed-income securities for any
particular period. Fluctuations in the value of the Fund's investments in
fixed-income securities will cause the Fund's net asset value to increase
or decrease.

Fixed-income securities are subject to market and credit risk. Market risk
relates to changes in a security's value as a result of changes in interest
rates generally. Credit risk relates to the ability of the issuer to make
payments of principal and interest.

. REPURCHASE AGREEMENTS

In repurchase agreements, the Fund buys securities from a seller, usually a
bank or brokerage firm, with the understanding that the seller will
repurchase the securities at a higher price at a later date. Such
transactions afford an opportunity for the Fund to earn a return on
available cash at minimal market risk, although the Fund may be subject to
various delays and risks of loss if the seller is unable to meet its
obligation to repurchase.

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<PAGE>

. SHORT-TERM TRADING

Although the Fund seeks long-term growth or return, the Fund may,
consistent with its investment objective, engage in portfolio trading in
anticipation of, or in response to, changing economic or market conditions
and trends. These policies may result in higher turnover rates in the
Fund's portfolio, which may produce higher transaction costs and a higher
level of taxable capital gains. Portfolio turnover considerations will not
limit the investment subadviser's investment discretion in managing the
Fund's assets.

. SMALL COMPANIES

The Fund, in the discretion of the investment subadviser, may invest
without limit in the securities of companies with smaller capitalization.
Investments in companies with relatively small capitalization may involve
greater risk than is usually associated with more established companies.
These companies often have sales and earnings growth rates which exceed
those of companies with larger capitalization. Such growth rates may in
turn be reflected in more rapid share price appreciation. However,
companies with smaller capitalization often have limited product lines,
markets or financial resources and they may be dependent upon a relatively
small management group. The securities may have limited marketability and
may be subject to more abrupt or erratic movements in price than securities
of companies with larger capitalization or the market averages in general.
The net asset value of funds that invest in companies with smaller
capitalization therefore may fluctuate more widely than market averages.

. ISRAELI AND OTHER FOREIGN SECURITIES

Investments in Israeli and other foreign securities present risks not
typically associated with investments in comparable securities of U.S.
issuers.

There may be less information publicly available about an Israeli or other
foreign corporate or governmental issuer than about a U.S. issuer, and
Israeli and other foreign issuers are not generally subject to accounting,
auditing and financial reporting standards and practices comparable to
those in the United States. The securities of some Israeli and other
foreign issuers are less liquid and at times more volatile than securities
of comparable U.S. issuers. Foreign brokerage commissions and securities
custody costs are often higher than those in the United States, and
judgments against foreign entities may be more difficult to obtain and
enforce. With respect to certain foreign countries, including Israel, there
is a possibility of confiscatory taxation, political or financial
instability and diplomatic developments that could affect the value of
investments in those countries. The receipt of interest on foreign
government securities may depend on the availability of tax or other
revenues to satisfy the issuer's obligations.

. FOREIGN CURRENCY

Most securities in the Fund's portfolio will be denominated in Israeli
shekels or traded in securities markets in which settlements are made in
shekels. Similarly, any income on such securities is generally paid to the
Fund in shekels. The value of the shekel and other foreign currencies
relative to the U.S. dollar varies continually, causing changes in the
dollar value of the Fund's portfolio investments (even if the local market
price of the investments is unchanged) and changes in the dollar value of
the Fund's income available for distribution to its shareholders. The
effect of changes in the dollar value of foreign currencies on the dollar
value of the Fund's assets and on the net investment income available for
distribution may be favorable or unfavorable.

The Fund may incur costs in connection with conversions between dollars and
shekels or other foreign currencies. In addition, the Fund may be required
to liquidate portfolio assets, or may incur increased currency conversion
costs, to compensate for a decline in the dollar value of the shekel or
other foreign currencies occurring between the time when the Fund declares
and pays a dividend, or between the time when the Fund accrues and pays an
operating expense in U.S. dollars.

-8-
<PAGE>

. ISRAELI SECURITIES MARKET CHARACTERISTICS

The Israeli securities market is substantially smaller, less liquid and
more volatile than the major securities markets in the United States.
Brokerage commissions and other transaction costs on the TASE are
individually negotiated and are also generally somewhat higher than in the
United States.

Due to the relatively small equity market capitalization and small number
of company listings in comparison to the U.S. securities markets, the
Israeli equity market is subject to greater short-term price volatility and
a relatively limited secondary trading environment. The securities listed
on the TASE and various TASE indices have been subject to sharp declines in
the recent past and no assurance can be given as to the future performance
of TASE-listed securities. In addition, this market may be subject to
greater influence from adverse events generally affecting the Israeli
economy and may be more affected when a few investors trade significant
blocks of securities than would the U.S. market.

The regulations of the TASE may at times limit the maximum price swing for
a specific security on a specific day. The limits vary depending on several
factors, but they are typically 10% in the case of equity shares,
convertible securities and warrants and 3% in the case of other debt
securities. Among the factors that may affect the limits are whether there
has been a suspension of trading in the securities and whether a
convertible security is about to expire. As a result of the limits, the
Fund may experience difficulties in liquidating certain assets.

Trading on the TASE has been subject to disruption in the past. For
example, in August 1994, upon the announcement by the Minister of Finance
of the intention of the Israeli government to seek to eliminate the
exemption from tax on capital gains realized on the sale of equity
securities listed on the TASE, trading on the TASE was suspended for two
days and, when trading resumed, limits on share price movement ordinarily
in place were removed for one day. In March 1994, a strike by the personnel
of the TASE interfered with trading on the TASE to the extent that trading
time was slightly curtailed. Similarly, the TASE was closed briefly as a
result of a strike by its personnel in 1990. Early in 1983, prices on the
TASE experienced severe declines, and, in October 1983, following the
termination by the major banks of their activities in support of their
share prices, the TASE was closed for two weeks. The Israeli government
intervened with a substantial bail-out by offering to purchase certain
securities over a period of time at specified prices. No assurances can be
given that the Israeli government would intervene in the market in any
manner in the future. In the event a strike or other similar interruption
were to occur again, the Fund's ability to effect transactions on the TASE
could be materially affected. Disruption in trading on the TASE may also
make it difficult to determine the value of shares of the Fund during
periods of such disruption. There is less government supervision and
regulation of the Israeli securities market, brokers, dealers and companies
with respect to certain matters than exists in the United States. Foreign
investment is regulated and controlled by the Bank of Israel and
regulations could be imposed from time to time precluding foreign
investment in certain types of securities, although the current trend is
toward liberalizing such restrictions.

The factors described above result in a limited supply of available equity
investments, and may adversely affect the Fund's ability to become fully
invested in accordance with its investment objective, as well as the Fund's
performance.

The relatively limited liquidity of the Israeli equity securities market
may also affect the Fund's ability to acquire or dispose of securities at a
desirable price when it wishes to do so. Accordingly, in periods of rising
market prices, the Fund may be unable to participate fully in such price
increases to the extent that it is unable to acquire desired portfolio
positions quickly; conversely, the Fund's inability to dispose fully and
promptly of positions in declining markets could cause its net asset value
to decline as the market value of unsold positions declines.

-9-
<PAGE>

. ECONOMIC FACTORS

Israel's economy has been subject to many destabilizing factors, including
military conflicts and tension, a period of hyper-inflation in the early to
mid-1980s, civil unrest in the West Bank and Gaza Strip since 1987, the
closing of the TASE in 1983 for two weeks due to a collapse in the prices
of the shares in the banking sector, large government deficits, recurring
weaknesses in state-owned enterprises, low foreign exchange reserves and
fluctuations in world commodity prices. For these and other reasons, the
Israeli government has intervened in all sectors of the economy employing,
among other means, fiscal, monetary and trade policies, import duties,
foreign currency restrictions and controls of wages, prices and exchange
rates, and other measures to pursue its various economic policies and
goals. The Israeli government is in the process of reducing its direct
involvement in economic activity, but there can be no assurance that this
trend will continue. Foreign investment in Israel is regulated and
controlled by the Bank of Israel, primarily through its regulation of
currency exchange, although there are no current restrictions on the
purchase and sale of securities that trade on the TASE. These regulations
may at times limit or preclude foreign investment in certain types of
equity securities. The repatriation of both investment income and capital
from Israel is currently controlled to a limited degree under regulations
of the Bank of Israel, although the Fund believes it can, generally, when
acting in compliance with foreign currency regulations, convert and remit
into dollars the proceeds of the sale of listed and non-listed securities
as well as dividend and interest income, subject to the payment of
applicable Israeli taxes.

. REGIONAL POLITICAL FACTORS

Many Israeli companies are heavily dependent upon sales of their products
outside of Israel and upon imported components, primarily from the United
States, Europe and Japan. Accordingly, operations of these companies could
be adversely affected if major hostilities involving Israel should occur in
the Middle East or if trade between Israel and its present trading partners
should be curtailed. Certain countries participate in a boycott of Israeli
firms and firms that do business in Israel or with Israeli companies.
Despite measures to counteract the boycott, including anti-boycott
legislation in the United States, and the recent increased willingness of
certain countries and companies to commence diplomatic and trade relations
with Israel and Israeli firms, the boycott has not officially ended and has
had an indeterminate negative impact on trade and foreign investment in
Israel.

. CONCENTRATION OF CONTROL

The Israeli economy is subject to a substantial amount of concentrated
control. In addition to the government's direct involvement in and
influence over the private sector, the government owns or controls numerous
government corporations and other entities representing in the aggregate a
substantial portion of the Israeli economy by measure of gross domestic
product in 1994. A substantial portion of the Israeli private sector is
controlled by relatively few companies. Many of the companies traded on the
TASE are closely held by families that founded these companies.

. FOREIGN AID

It is uncertain whether the economy of Israel could sustain increases in
gross domestic product without the continued receipt of external capital
inflows, particularly from the United States. Direct foreign assistance
from the U.S. government, in the form of grants for economic and military
assistance, has totaled approximately $3 billion annually over the past
several years. In addition, the State of Israel has received approximately
$10 billion of U.S. Government loan guarantees. There can be no assurance
that such capital inflows or loan guarantees will continue. A significant
reduction in capital inflows or loan guarantees could have a material
adverse effect on the Israeli economy and the Fund.

-10-
<PAGE>

. MISCELLANEOUS

The Fund will not invest more than 15% of its net assets in illiquid
securities, that is, securities which are not readily resalable, which
include securities whose disposition is restricted by federal securities
laws.

The Fund may purchase Rule 144A Securities. These are privately offered
securities that can be resold only to certain qualified institutional
buyers. Rule 144A Securities are treated as illiquid, unless Harris
Associates has determined, under guidelines established by the Trust's
trustees, that the particular issue of Rule 144A Securities is liquid.
Investment in restricted or other illiquid securities involves the risk
that the Fund may be unable to sell such a security at the desired time.
Also, the Fund may incur expenses, losses or delays in the process of
registering restricted securities prior to resale.

The Fund may purchase securities on a when-issued or delayed-delivery
basis. This means that the Fund enters into a commitment to buy the
security before the security has been issued, or, in the case of a security
that has already been issued, to accept delivery of the security on a date
beyond the usual settlement period. If the value of a security purchased on
a when-issued or delayed delivery basis falls or, in the case of a fixed-
income security, market rates of interest increase, between the time the
Fund commits to buy the security and the delivery date, the Fund may
sustain a loss in value of or yield on the security. For more information
on when-issued and delayed delivery securities, see Part II of the
SAI.

The Fund is a non-diversified fund and as such is not required to meet any
diversification requirements under the Investment Company Act of 1940 (the
"1940 Act"), although the Fund must meet certain diversification standards
to qualify as a regulated investment company under the Internal Revenue
Code (the "Code"). Since the Fund may invest a relatively high percentage
of its assets in the obligations of a limited number of issuers, the Fund
may be more susceptible than a more widely-diversified fund to any single
economic, political or regulatory occurrence.

Although it is not possible to predict the portfolio turnover rate with
certainty, the Fund's investment subadviser does not expect the Fund's
portfolio turnover rate to exceed approximately 25%.

-11-
<PAGE>

FUND MANAGEMENT

NEW ENGLAND FUNDS MANAGEMENT, L.P., 399 Boylston Street, Boston, Massachusetts
02116, serves as the Fund's adviser. NEFM oversees, evaluates and monitors the
subadvisers' provision of subadvisory services to the Fund and provides general
business management and administration to the Fund. The Fund pays NEFM a
management fee at the annual rate of 1.10% of the Fund's average daily net
assets. This fee rate is higher than that paid by most other mutual funds, but
is believed to be appropriate for the services received by the Fund and to be
comparable to fees paid by other mutual funds investing in a manner similar to
the Fund. For the services that Harris Associates provides to the Fund, NEFM
pays Harris Associates a fee at the annual rate of 0.70% of the first $50
million of the Fund's average daily net assets, and 0.60% of such assets in
excess of $50 million. For the services that Batucha provides to the Fund, NEFM
pays Batucha a fee at the annual rate of 0.10% of the Fund's average daily net
assets.

Subject to the supervision of NEFM, Harris Associates manages the Fund's
portfolio in accordance with the Fund's investment objective and policies, makes
investment decisions for the portfolio, places orders to purchase and sell
securities for the portfolio, and employs professional advisers and securities
analysts who provide research services to the portfolio. Batucha provides Harris
Associates with statistical and other factual information, advice and assistance
regarding economic, financial, political, technological or social matters,
trends or changes relating to or affecting Israel and information on markets and
industries in Israel, but does not generally furnish advice or make
recommendations regarding the purchase or sale of securities for the Fund's
portfolio. The Fund pays no direct fees to either Harris Associates or Batucha.
Below is a brief description of the subadvisers.

HARRIS ASSOCIATES L.P., Two North LaSalle Street, Chicago, Illinois 60602,
investment subadviser to the Fund, has advised and managed mutual funds since
1970. Harris Associates also serves as investment adviser to individuals,
trusts, retirement plans, endowments and foundations, and manages several
private partnerships. Harris Associates has extensive experience managing
international equity portfolios. David G. Herro, C.F.A., one of the Fund's co-
managers, joined Harris Associates in 1992 from the State of Wisconsin
Investment Board, where he managed a $700 million international equity fund from
1989 through July 1992. Adam Schor, the Fund's other co-manager, has been a
portfolio manager and analyst with Harris Associates since 1993; from 1992-1993
he was an analyst with American Family Insurance Group; prior to that time he
was an analyst with the State of Wisconsin Investment Board.

BATUCHA SECURITIES AND INVESTMENTS LTD., 8 Karl Netter Street, Tel Aviv, Israel,
special economic and market subadviser for the Fund, is organized under the laws
of the State of Israel and is a wholly-owned subsidiary of Clal (Israel) Ltd.
Batucha and its subsidiaries had in excess of $600 million of assets under
management as of November 30, 1995. The major shareholders of Clal are I.D.B.
Development Corporation Ltd. and Bank Hapoalim, Israel's largest bank, which
serves as the Fund's custodian in Israel, subject to the supervision of State
Street Bank and Trust Company.

The general partners of NEFM, Harris Associates and the Distributor are special
purpose corporations. These corporations are indirect wholly-owned subsidiaries
of NEIC.

The Trust's Board of Trustees supervises the affairs of the Trust as conducted
by NEFM and Harris Associates.

-12-
<PAGE>

ADVISORY COUNCIL. NEFM has established an Advisory Council to provide assistance
and consultation to NEFM on certain matters relating to Israel and the Fund,
including advising on economic and other trends, the Fund's image, Israeli
affairs and other matters that may enhance the success of the Fund. The names
and background of Advisory Council members may be identified in advertising and
sales literature created, published or used in promoting the Fund.

The Advisory Council does not generally furnish advice or make recommendations
regarding the purchase or sale of securities for the Fund's portfolio.

Subject to applicable regulatory restrictions and such policies as the Trust's
trustees may adopt, Harris Associates may consider sales of shares of the Fund
and other mutual funds that it manages as a factor in the selection of broker-
dealers to effect portfolio transactions for the Fund. Subject to procedures
adopted by the Trust's Board of Trustees, Fund brokerage transactions may be
executed by brokers that are affiliated with NEFM or Harris Associates. See
"Portfolio Transactions and Brokerage" in Part II of the SAI.

-13-
<PAGE>

BUYING FUND SHARES

USING TELE#FACTS 1-800-346-5984

TELE#FACTS IS NEW ENGLAND FUNDS' AUTOMATED SERVICE SYSTEM THAT GIVES YOU 24-HOUR
ACCESS TO YOUR ACCOUNT. THROUGH YOUR TOUCH-TONE TELEPHONE, YOU CAN RECEIVE YOUR
CURRENT ACCOUNT BALANCE, YOUR LAST FIVE TRANSACTIONS, FUND PRICES AND RECENT
PERFORMANCE INFORMATION. YOU CAN ALSO PURCHASE, SELL OR EXCHANGE SHARES OF ANY
NEW ENGLAND FUND. FOR A FREE BROCHURE ABOUT TELE#FACTS INCLUDING A CONVENIENT
WALLET CARD, CALL US AT 1-800-225-5478.

MINIMUM INVESTMENT - CLASSES A, B and C

$2,500 is the minimum for an initial investment in Class A, Class B and Class C
shares of the Fund and $50 is the minimum for each subsequent investment. There
are special initial investment minimums for the following plans:

. $25 (for initial and subsequent investments) for payroll deduction
investment programs for 401(k), SARSEP, 403(b) retirement plans and
certain other retirement plans.

. $50 for automatic investing through the Investment Builder program.

. $250 for retirement plans with tax benefits such as corporate pension
and profit sharing plans, IRAs and Keogh plans.

. $1,000 for accounts registered under the Uniform Gifts to Minors Act or
the Uniform Transfers to Minors Act.

. $1,000 (per Fund) for Portfolio 1,2,3 investment programs. Subsequent
investment minimums are $50 per Fund. See Part II of the SAI.

MINIMUM INVESTMENT - CLASS Y

Class Y shares of the Fund may be purchased by endowments and foundations. The
minimum initial investment is $1 million for these entities and the minimum for
each subsequent investment is $100,000. Class Y shares may also be purchased by
plan sponsors of 401(a), 401(k), 457 or 403(b) plans ("Retirement Plans") that
have total investment assets in these plans of at least $10 million. Plan
sponsors' investment assets in multiple Retirement Plans can be aggregated for
purposes of meeting this minimum. Class Y shares may also be purchased by any
separate account of The New England or of any other insurance company affiliated
with The New England ("Separate Accounts"), and by investment companies
registered under the 1940 Act. There is no minimum initial or subsequent
investment amount for Retirement Plans, Separate Accounts or registered
investment companies. Investments in Class Y shares may also be made by certain
individual retirement accounts if the amounts invested represent rollover
distributions from investments by any of the foregoing Retirement Plans of
amounts invested in Class Y shares.

6 WAYS TO BUY FUND SHARES

You may purchase Class A, Class B and Class C shares of the Fund in the
following ways:

-14-
<PAGE>

. THROUGH YOUR INVESTMENT DEALER:

Many investment dealers have a sales agreement with the Distributor and
would be pleased to accept your order.

. BY MAIL:

FOR AN INITIAL INVESTMENT, simply complete an application and return it,
with a check payable to New England Funds, P.O. Box 8551, Boston, MA 02266-
8551. Proceeds of redemptions of Fund shares purchased by check may not be
available for up to ten days after the purchase date.

FOR SUBSEQUENT INVESTMENTS, please mail your check to New England Funds,
P.O. Box 8551, Boston, MA 02266-8551 along with a letter of instruction or
an additional deposit slip from your statements. To make investing even
easier, you can also order personalized investment slips by calling 1-800-
225-5478 between 8:00 a.m. and 7:00 p.m. (Eastern time).

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 is a check made payable to a Fund
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 Fund shareholder, but which has been
ultimately endorsed to New England Funds for deposit into an account.)

. BY WIRE TRANSFER OF FEDERAL FUNDS:

FOR AN INITIAL INVESTMENT, call us at 1-800-225-5478 between 8:00 a.m. and
7:00 p.m. (Eastern time) to obtain an account number and wire transfer
instructions.

FOR SUBSEQUENT INVESTMENTS, direct your bank to transfer funds to State
Street Bank and Trust Company, ABA #011000028, DDA #99011538, Credit Growth
Fund of Israel, Class of shares, Shareholder Name, Shareholder Account
Number.

Funds may be transferred between 9:00 a.m. and 4:00 p.m. (Eastern time).
Your bank may charge a fee for this service.

. BY INVESTMENT BUILDER:

Investment Builder is New England Funds' automatic investment plan. You may
authorize automatic monthly transfers of $50 or more from your bank
checking or savings account to purchase shares of one or more New England
Funds.

FOR AN INITIAL INVESTMENT, please indicate that you would like to begin an
automatic investment plan through Investment Builder on the enclosed
application. Indicate the amount of the monthly investment and enclose a
check marked "Void" or a deposit slip from your bank account.

TO ADD INVESTMENT BUILDER TO AN EXISTING ACCOUNT, please call us at 1-800-
225-5478 for a Service Options form.

. BY ELECTRONIC PURCHASE THROUGH ACH:

-15-
<PAGE>

You may purchase additional shares electronically through the Automated
Clearing House ("ACH") system as long as your bank or credit union is a
member of the ACH system and you have a completed, approved ACH application
on file with the Fund.

To purchase through ACH, call us at 1-800-225-5478 between 8:00 a.m. and
7:00 p.m. (Eastern time) for instructions on a day when the Fund is open
for business. You may also purchase shares through ACH by calling
Tele#Facts at 1-800-346-5984 twenty-four hours a day. Under normal
circumstances, the New York Stock Exchange (the "Exchange") closes at 4:00
p.m. (Eastern time). Purchase orders accepted through ACH or Tele#Facts
after 4:00 p.m. (Eastern time), or after the Exchange closes if it closes
earlier than 4:00 p.m., will be processed at the net asset value determined
at the close of regular trading on the next day that the Exchange is open.
Proceeds of redemptions of Fund shares purchased through ACH may not be
available for up to ten days after the purchase date.

. BY EXCHANGE FROM ANOTHER NEW ENGLAND FUND:

You may also purchase shares of the Fund by exchanging shares from another
New England Fund. Please see "Exchanging Among New England Funds" for
complete details.

GENERAL

All purchase orders are subject to acceptance by the Fund and will be effected
at the net asset value next determined after the order is received in proper
form by State Street Bank and Trust Company ("State Street Bank") (except orders
received by your investment dealer before the close of trading on the Exchange
and transmitted to the Distributor by 5:00 p.m. [Eastern time] on the same day,
which will be effected at the net asset value determined on that day). Although
the Fund does not anticipate doing so, it reserves the right to suspend or
change the terms of sales of shares.

Class B and certain shareholder features may not be available to persons whose
shares are held in street name accounts.

You will not receive any certificates for your Class A shares unless you request
them in writing from New England Funds, L.P. The Fund's open account system for
recording your investment eliminates the problems and expense of handling and
safekeeping certificates. Certificates will not be issued for Class B or Class C
shares. If you wish transactions in your account to be effected by another
person under a power of attorney from you, special rules apply. Please contact
your investment dealer or the Distributor for details.

An eligible investor may purchase Class Y shares of the Fund by mail, by wire
transfer of federal funds or by exchange from another New England Fund, as set
forth above.

SALES CHARGES

CLASS A SHARES

Shares are offered at net asset value plus a sales charge which varies depending
on the size of your purchase. They are also subject to a 0.25% annual service
fee.

Class A shares are offered subject to the following initial sales charges:

-16-
<PAGE>

<TABLE>
<CAPTION>
SALES CHARGE AS A % OF DEALER'S CONCESSION
---------------------- AS A % OF
VALUE OF TOTAL INVESTMENT PUBLIC OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
------------------------- --------------------- --------------- --------------
<S> <C> <C> <C>
Less than $50,000. . . . . . . 5.75% 6.10% 5.00%

$50,000 - $99,999. . . . . . . 4.50% 4.71% 4.00%

$100,000 - $249,999. . . . . . 3.50% 3.63% 3.00%

$250,000 - $499,999. . . . . . 2.50% 2.56% 2.15%

$500,000 - $999,999. . . . . . 2.00% 2.04% 1.70%

$1,000,000 or more . . . . . . None None *
</TABLE>

* The Distributor may, at its discretion, pay investment dealers who initiate
and are responsible for such purchases a commission of up to the following
amounts: 1% on the first $2 million invested; .80% on the next $1 million;
.20% on the next $2 million; and .08% on the excess over $5 million. These
commissions are not payable if the purchase represents the reinvestment of a
redemption made during the previous 12 calendar months.

TO MAKE INVESTING EVEN EASIER,
YOU CAN ALSO ORDER PERSONALIZED INVESTMENT SLIPS BY CALLING 1-800-225-5478
BETWEEN 8:00 A.M. AND 7:00 P.M. (EASTERN TIME).

CONTINGENT DEFERRED SALES CHARGE (CLASS A SHARES ONLY). For purchases of
$1,000,000 or more of Class A shares of the Fund, a CDSC, at the rate of 1% of
the lesser of the purchase price or the net asset value at the time of
redemption, applies to redemptions of shares within one year after purchase. If
an exchange is made to Class A shares of any of New England Cash Management
Trust Money Market Series or U.S. Government Series or New England Tax Exempt
Money Market Trust (the "Money Market Funds"), then the one-year holding period
for purposes of determining the expiration of the CDSC will stop and will resume
only when an exchange is made back into Class A shares of a series of New
England Funds Trust I or New England Funds Trust II (the "Trusts"). If the Money
Market Fund shares are redeemed rather than exchanged back into the Trusts, then
a CDSC applies to the redemptions. For purposes of the CDSC, it is assumed that
the shares held the longest are the first to be redeemed. No CDSC applies to a
redemption of shares followed by a reinvestment effected within 30 days after
the date of the redemption.

CLASS B SHARES

Class B shares are offered at net asset value, without an initial sales charge,
subject to a 0.25% annual service fee, a 0.75% annual distribution fee for 8
years (at which time they automatically convert to Class A shares) and a CDSC if
they are redeemed within 5 years of purchase. The holding period for purposes of
timing the conversion to Class A shares and determining the CDSC will continue
to run after an exchange to Class B shares of any series of the Trusts. If the
exchange is made to Class B shares of a Money Market Fund, then the holding
period stops and will resume only when an exchange is made back into Class B
shares of a series of the Trusts. If the Money Market Fund shares are redeemed
rather than exchanged back into the Trusts, then a CDSC applies on the
redemptions, at the same rate as if the Class B shares of the Fund had been
redeemed at the time they were exchanged for Money Market Fund shares. For
purposes of the CDSC, it is assumed that the shares held the longest are the
first to be redeemed.

-17-
<PAGE>

The CDSC will be assessed on an amount equal to the lesser of the cost of the
shares being redeemed or their net asset value at the time of redemption.
Accordingly, no CDSC will be imposed on increases in net asset value above the
initial purchase price. In addition, no CDSC will be assessed on shares of the
Fund purchased with reinvested dividends or capital gains distributions.

The amount of the CDSC, if any, will vary depending on the number of years from
the time of payment for the purchase of Class B shares until the time of
redemption of such shares. The CDSC equals the following percentages of the
dollar amounts subject to the charge:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES
CHARGE AS A PERCENTAGE OF
DOLLAR AMOUNT
YEAR SINCE PURCHASE SUBJECT TO CHARGE
------------------- -----------------
<S> <C>
1st. . . . . . . . . . . . . . . . 4%
2nd. . . . . . . . . . . . . . . . 3%
3rd. . . . . . . . . . . . . . . . 3%
4th. . . . . . . . . . . . . . . . 2%
5th. . . . . . . . . . . . . . . . 1%
Thereafter . . . . . . . . . . . . 0%
</TABLE>

Year one ends one year after the day on which the purchase was accepted, and so
on.

The CDSC is deducted from the proceeds of the redemption, unless otherwise
requested, and is paid to the Distributor. The CDSC may be eliminated for
certain persons and organizations. See "Sales Charges - General" below. At the
time of sale, the Distributor pays investment dealers a commission of up to
3.75% and advances the first year's service fee (up to 0.25%) on purchases of
Class B shares.

CLASS C SHARES

Class C shares are offered at net asset value, without an initial sales charge
or CDSC; are subject to a 0.25% annual service fee and a 0.75% annual
distribution fee; and do not convert into another class.

CLASS Y SHARES

Class Y shares are offered to eligible investors at net asset value, without an
initial sales charge or CDSC, and are not subject to a service fee or
distribution fee.

A, B OR C SHARES - WHICH SHOULD YOU CHOOSE?
YOUR CHOICE OF SHARE CLASS DEPENDS ON THE SIZE OF YOUR INVESTMENT
AND HOW LONG YOU INTEND TO HOLD YOUR SHARES. IN GENERAL, THERE ARE ONLY
MINOR DIFFERENCES IN PERFORMANCE RESULTS FOR THE DIFFERENT CLASSES IF
HELD FOR THE LONG TERM. CONSULT YOUR FINANCIAL REPRESENTATIVE FOR HELP
IN DECIDING WHICH CLASS IS APPROPRIATE FOR YOU.

-18-
<PAGE>

DECIDING WHICH CLASS TO PURCHASE

The decision as to whether Class A, Class B or Class C shares are more
appropriate for an investor depends on the amount and intended length of the
investment. Investors making large investments, qualifying for a reduced initial
sales charge, might consider Class A shares because Class A shares have lower
12b-1 fees and pay correspondingly higher dividends per share. For these
reasons, the Distributor will treat any order of $1 million or more for Class B
shares as a Class A order. Any order of $1 million or more for Class C shares
will be treated as an order for Class A shares, unless you indicate on the
relevant section of your application that you have been informed of the relative
advantages and disadvantages of Class A and Class C shares. Investors making
smaller investments might consider Class B or Class C shares because 100% of the
purchase is invested immediately. Investors making smaller investments who
anticipate redeeming their shares within five years may find Class C shares more
favorable than Class B shares, because Class B shares are subject to a CDSC on
redemptions made within five years after purchase. Class B shares are more
favorable than Class C shares for investors who anticipate holding their
investment for more than eight years, since Class B shares convert to Class A
shares (and thus bear lower ongoing fees) after eight years. In general,
investors who are eligible to purchase Class Y shares should do so in preference
over other Classes, because Class Y shares do not bear the sales loads, CDSCs or
12b-1 fees that apply to other classes. Consult your investment dealer for
advice applicable to your particular circumstances.

GENERAL

NO CDSC ON ANY CLASS OF SHARES APPLIES in connection with (1) redemptions by
retirement plans qualified under Code Sections 401(a) or 403(b)(7) when such
redemptions are necessary to make distributions to plan participants; (2)
distributions from an IRA due to death, disability or a tax-free return of an
excess contribution; (3) distributions by other employee benefit plans to pay
benefits; and (4) distributions by a Section 401(a) plan due to death. For
403(b)(7) and IRA accounts established before January 3, 1995, the CDSC is
waived for redemptions made after attainment of age 591/2. The CDSC is waived
for redemptions made to make required minimum distributions after attainment of
age 701/2 for 403(b)(7) and IRA accounts established on or after January 3,
1995. There is also no CDSC on redemptions following the death or disability (as
defined in Section 72(m)(7) of the Code) of a shareholder if the redemption is
made within one year after the shareholder's death or disability. Also, there is
no CDSC on certain withdrawals pursuant to a Systematic Withdrawal Plan. See
"Selling Fund Shares - 4 Ways to Sell Fund Shares - By Systematic Withdrawal
Plan" below.

The Fund receives the net asset value next determined after an order is received
on sales of each class of shares. The sales charge is allocated between the
investment dealer and the Distributor. The Distributor receives the CDSC. For
purposes of the CDSC, an exchange from one series of one of the Trusts to
another series of one of the Trusts is not considered a redemption or a
purchase. For federal tax purposes, however, such an exchange is considered a
redemption and a purchase and, therefore, would be considered a taxable event on
which you may recognize a gain or a loss.

The Distributor may, at its discretion, reallow the entire sales charge imposed
on the sale of Class A shares to investment dealers from time to time. The staff
of the SEC is of the view that dealers receiving all or substantially all of the
sales charge may be deemed underwriters of a fund's shares.

For new amounts invested, the Distributor may, at its expense, pay investment
dealers who sell shares of the Fund at net asset value to an eligible
governmental authority .025% of the average daily net assets of an account at
the end of each calendar quarter for up to one year. These commissions are not
payable if the purchase represents the reinvestment of redemption proceeds from
any series of the Trusts or if the account is registered in street name.

The Distributor may, at its expense, provide additional promotional incentives
or payments to dealers who sell shares of the Fund. In some instances these
incentives are provided to certain dealers who achieve sales goals or

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<PAGE>

who have sold or may sell significant amounts of shares. The Distributor from
time to time may provide financial assistance programs to dealers in connection
with conferences, sales or training programs, seminars, advertising and sales
campaigns and/or shareholder services arrangements. Certain dealers who have
sold or may sell significant amounts of shares also may receive compensation in
the form of payment for travel expenses, including lodging, incurred in
connection with trips taken by invited registered representatives to locations,
within or outside of the U.S., for educational seminars or meetings of a
business nature.

The Distributor may provide non-cash incentives for achievement of specified
sales levels by representatives of participating broker-dealers and financial
institutions. Such incentives include, but are not limited to, merchandise from
gift catalogues or other sources. The participation of representatives in such
incentive programs is at the discretion of the broker-dealer or financial
institution with which the representative is associated.

The New England has entered into an arrangement (the "Program") with B'nai
B'rith relating to the marketing of certain insurance and investment products of
The New England and its affiliates to members of B'nai B'rith and certain other
purchasers. New England Securities Corporation ("NES"), a broker-dealer
subsidiary of The New England, may pay a broker-dealer affiliate of B'nai B'rith
("BBBD") an amount equal to 10% of the dealer concession or reallowance and
servicing fees received by NES from the Distributor with respect to shares of
the Fund and other series of the Trusts sold by NES under the Program. The
Distributor has agreed to compensate BBBD to the extent that the foregoing
payments by NES to BBBD fall short of 0.10% annually of the average daily net
asset value of shares of the series of the Trusts sold under the Program that
remain outstanding.

REDUCED SALES CHARGES (CLASS A SHARES ONLY)

. LETTER OF INTENT - if aggregate purchases of all series and classes of the
Trusts over a 13-month period will reach a breakpoint (a dollar amount at
which a lower sales charge applies), smaller individual amounts can be
invested at the sales charge applicable to that breakpoint.

. COMBINING ACCOUNTS - purchases by all qualifying accounts of all series and
classes of the Trusts (which do not include the Money Market Funds unless
the shares were purchased through an exchange from a series of the Trusts)
may be combined with purchases of qualifying accounts of a spouse, parents,
children, siblings, grandparents or grandchildren, individual fiduciary
accounts, sole proprietorships and/or single trust estates. The values of
all accounts are combined to determine the sales charge.

. ENDOWMENTS, FOUNDATIONS AND CHARITABLE ORGANIZATIONS - no sales charge
applies to purchases of Class A shares by endowments, foundations and
charitable organizations. (Note that endowments and foundations investing
more than $1 million will be eligible to purchase Class Y shares when such
shares become available for purchase. Class Y shares have a lower expense
ratio than Class A shares because of the absence of 12b-1 fees.)

. UNIT HOLDERS OF UNIT INVESTMENT TRUSTS - unit investment trust
distributions of less than $1 million may be invested in Class A shares of
the Fund at a reduced sales charge of 1.50% of the public offering price
(or 1.52% of the net amount invested).

. ELIGIBLE GOVERNMENTAL AUTHORITIES - no sales charge or CDSC applies to
investments by any state, county or city or any instrumentality,
department, authority or agency thereof that has determined that the Fund
is a legally permissible investment and that is prohibited by applicable
investment laws from paying a sales charge or commission in connection with
the purchase of shares of any registered investment company.

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<PAGE>

. CLIENTS OF AN ADVISER OR SUBADVISER - no sales charge or CDSC applies to
investments in the Fund by (1) clients of an adviser or subadviser to any
series of the Trusts; any director, officer or partner of a client of an
adviser or subadviser to any series of the Trusts; and the parents, spouses
and children of the foregoing; (2) any individual who is a participant in a
Keogh or IRA Plan under a prototype Plan document of an adviser or
subadviser to any series of the Trusts if at least one participant in the
plan qualifies under category (1) above; and (3) an individual who invests
through an IRA and is a participant in an employee benefit plan that is a
client of an adviser or subadviser to any series of the Trusts. Any
investor eligible for these arrangements should so indicate in writing at
the time of the purchase.

. Shares of the Fund may be purchased at net asset value by investment
advisers, financial planners or other intermediaries who place trades for
their own accounts or the accounts of their clients and who charge a
management, consulting or other fee for their services; clients of such
investment advisers, financial planners or other intermediaries who place
trades for their own accounts if the accounts are linked to the master
account of such investment adviser, financial planner or other intermediary
on the books and records of the broker or agent; and retirement and
deferred compensation plans and trusts used to fund those plans, including,
but not limited to, those defined in Section 401(a), 403(b) or 457 of the
Internal Revenue Code and rabbi trusts. Investors may be charged a fee if
they effect transactions through a broker or agent.

. There is no sales charge, CDSC or initial investment minimum related to
investments by certain current and retired employees of the Trusts'
investment advisers or subadvisers, the Distributor or any other company
affiliated with The New England; current and former directors and trustees
of the Trusts or their predecessor companies; agents and general agents of
The New England and its insurance company subsidiaries; current and retired
employees of such agents and general agents; registered representatives of
broker-dealers that have selling arrangements with the Distributor; the
spouse, parents, children, siblings, grandparents or grandchildren of the
persons listed above; any trust, pension, profit sharing or other benefit
plan for any of the foregoing persons; and any separate account of The New
England or of any insurance company affiliated with The New England.

. Shareholders of Reich & Tang Government Securities Trust may exchange their
shares of that fund for Class A shares of any series of the Trusts at net
asset value and without the imposition of a sales charge.

The reduction or elimination of the sales charge in connection with sales
described above reflects the absence or reduction of sales expenses associated
with such sales.

OWNING FUND SHARES

EXCHANGING AMONG NEW ENGLAND FUNDS

CLASS A SHARES

Except as indicated in the next two sentences, you may exchange Class A shares
of any series of the Trusts (and Class A shares of the Money Market Funds
acquired through exchanges from any of the series of the Trusts) for Class A
shares of any other series of the Trusts (except New England Growth Fund, which
is subject to special eligibility restrictions) without paying a sales charge;
such exchanges will be made at the next-determined net asset value of the
shares. Class A shares of New England Intermediate Term Tax Free Fund of
California and New England Intermediate Term Tax Free Fund of New York (and
shares of the Money Market Funds acquired through exchanges of such shares) may
be exchanged for Class A shares of another series of the Trusts at net asset
value (or at a reduced sales charge) only if you have held them for at least six
months; otherwise, sales

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<PAGE>

charges apply to the exchange. If you exchange your Class A shares of New
England Adjustable Rate U.S. Government Fund (the "Adjustable Rate Fund") for
shares of another series of the Trusts that has a higher sales charge, you will
pay the difference between any sales charge you have already paid on your
Adjustable Rate Fund shares and the higher sales charge of the series into which
you are exchanging. In addition, you may redeem Class A shares of any Money
Market Fund that were not acquired through exchanges from any series of the
Trusts and have the proceeds directly applied to the purchase of shares of a
series of the Trusts shares at the applicable sales charge.

AUTOMATIC EXCHANGE PLAN.
THE FUND HAS AN AUTOMATIC EXCHANGE PLAN UNDER WHICH SHARES OF A CLASS
OF THE FUND ARE AUTOMATICALLY EXCHANGED EACH MONTH FOR SHARES OF THE SAME
CLASSES OF OTHER SERIES OF THE TRUSTS (OTHER THAN NEW ENGLAND GROWTH FUND,
WHICH IS AVAILABLE ONLY TO CERTAIN ELIGIBLE INVESTORS). THE MINIMUM
MONTHLY EXCHANGE AMOUNT UNDER THE PLAN IS $50. THERE IS NO FEE FOR
EXCHANGES MADE PURSUANT TO THIS PROGRAM, BUT THERE MAY BE A SALES CHARGE
AS DESCRIBED ON THIS PAGE.

CLASS B SHARES

You may exchange Class B shares of the Fund or any series of the Trusts (and
Class B shares of the Money Market Funds or Class A shares of the Money Market
Funds which have not been subject to a previous sales charge) for Class B shares
of any other series of the Trusts (except New England Growth Fund, which does
not offer Class B shares). Such exchanges will be made at the next determined
net asset value of the shares. Class B shares will automatically convert on a
tax-free basis to Class A shares eight years after they are purchased (excluding
the time the shares are held in a Money Market Fund). See "Sales Charges - Class
B Shares" above.

CLASS C SHARES

You may exchange Class C shares of the Fund or any other series of the Trusts
for Class C shares of any other series of the Trusts which offers Class C shares
or for Class A shares of the Money Market Funds.

CLASS Y SHARES

A shareholder may exchange Class Y shares of the Fund or any other seriers of
the Trusts for Class Y shares of any other series of the Trusts which offers
Class Y shares or for Class A shares of the Money Market Funds.

TO MAKE AN EXCHANGE, please call 1-800-225-5478 between 8:00 a.m. and 7:00 p.m.
(Eastern time), call Tele#Facts at 1-800-346-5984 twenty-four hours a day or
write to New England Funds. Exchange requests accepted after 4:00 p.m. (Eastern
time), or after the Exchange closes if it closes earlier than 4:00 p.m. will be
processed at the net asset value determined at the close of regular trading on
the next day that the Exchange is open. The exchange must be for a minimum of
$500 (or the total net asset value of your account, whichever is less), except
that under the Automatic Exchange Plan the minimum is $50. All exchanges are
subject to the minimum investment and eligibility requirements of the series
into which you are exchanging. In connection with any exchange, you must receive
a current prospectus of the series into which you are exchanging. The exchange
privilege may be exercised only in those states where shares of such other
series may be legally sold.

You have the automatic privilege to exchange your Fund shares by telephone. New
England Funds, L.P. will employ reasonable procedures to confirm that your
telephone instructions are genuine, and, if it does not, it may be liable for
any losses due to unauthorized or fraudulent instructions. New England Funds,
L.P. will require a form of personal identification prior to acting upon your
telephone instructions, will provide you with written confirmations of such
transactions and will record your instructions.

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<PAGE>

Except as otherwise permitted by SEC rule, shareholders will receive at least 60
days' advance notice of any material change to the exchange privilege.

FUND DIVIDEND PAYMENTS

The Fund pays dividends annually. The Fund pays as dividends substantially all
net investment income (other than long-term capital gains) each year and
distributes annually all net realized long-term capital gains (after applying
any available capital loss carryovers). The trustees of the Trust may adopt a
different schedule as long as payments are made at least annually. If you intend
to purchase shares of the Fund shortly before it declares a dividend, you should
be aware that a portion of the purchase price may be returned to you as a
taxable dividend.

You have the option to reinvest all distributions in additional shares of the
same class of the Fund or in shares of the same class of other series of the
Trusts, to receive distributions from dividends and interest in cash while
reinvesting distributions from capital gains in additional shares of the same
class of the Fund or the same class of shares of other series of the Trusts, or
to receive all distributions in cash. Income distributions and capital gains
distributions will be reinvested in shares of the same class of the Fund at net
asset value (without a sales charge or CDSC) unless you select another option.
You may change your distribution option by notifying New England Funds in
writing or by calling 1-800-225-5478. If you elect to receive your dividends in
cash and the dividend checks sent to you are returned undeliverable to the Fund
or remain uncashed for six months, your cash election will automatically be
changed and your future dividends will be reinvested.

- --------------------------------------------------------------------------------
DIVIDEND DIVERSIFICATION PROGRAM

You may also establish a dividend diversification program that allows you to
have all dividends and any other distributions automatically invested in shares
of the same class of another New England Fund, subject to the investor
eligibility requirements of that other fund and to state securities law
requirements. Shares will be purchased at the selected Fund's net asset value
(without a sales charge or CDSC) on the dividend record date. A dividend
diversification account must be in the same registration (shareholder name) as
the distributing fund account and, if a new account in the purchased fund is
being established, the purchased fund's minimum investment requirements must be
met. Before establishing a dividend diversification program into any other New
England Fund, you must obtain a copy of that fund's prospectus.

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

SELLING FUND SHARES

4 WAYS TO SELL FUND SHARES

You may sell shares of the Fund in the following ways:

. THROUGH YOUR INVESTMENT DEALER (CLASS A, CLASS B AND CLASS C ONLY):
Call your authorized investment dealer for information.

. BY TELEPHONE:
You or your investment dealer may redeem (sell) shares by telephone using
any of the three methods described below:

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<PAGE>

Wired to Your Bank Account - If you have previously selected the telephone
redemption privilege on your account, shares may be redeemed by calling 1-
800-225-5478 between 8:00 a.m. and 7:00 p.m. (Eastern time) or by calling
Tele#Facts at 1-800-346-5984 twenty-four hours a day. The proceeds (LESS
ANY APPLICABLE CDSC) generally will be wired on the next business day to
the bank account previously chosen by you on your application. A wire fee
(currently $5.00) will be deducted from the proceeds.

Your bank must be a member of the Federal Reserve System or have a
correspondent bank that is a member. If your account is with a savings
bank, it must have only one correspondent bank that is a member of the
System.

Mailed to Your Address of Record - Shares may be redeemed by calling 1-800-
225-5478 between 8:00 a.m. and 7:00 p.m. (Eastern time) and requesting that
a check for the proceeds (LESS ANY APPLICABLE CDSC) be mailed to the
address on your account, provided that the address has not changed over the
previous month and that the proceeds are for $100,000 or less. Generally,
the check will be mailed to you on the business day after your redemption
request is received.

Through ACH - Class A, Class B and Class C shares may be redeemed
electronically through the ACH system, provided that you have an approved
ACH application on file with the Fund. To redeem through ACH, call 1-800-
225-5478 between 8:00 a.m. and 7:00 p.m. (Eastern time) on a day when the
Fund is open for business or call Tele#Facts at 1-800-346-5984 twenty-four
hours a day. The proceeds (LESS ANY APPLICABLE CDSC) generally will arrive
at your bank within three business days; their availability will depend on
your bank's particular rule.

Redemption requests accepted after 4:00 p.m. (Eastern time), or after the
Exchange closes if it closes earlier than 4:00 p.m., will be processed at
the net asset value determined at the close of regular trading on the next
day that the Exchange is open.

. BY MAIL:
You may redeem your shares at their net asset value (LESS ANY APPLICABLE
CDSC) next determined after receipt of your request in good order by
sending a written request (including any necessary special documentation)
to New England Funds, P.O. Box 8551, Boston, MA 02266-8551.

The request must include the name of the Fund, your account number, the
exact name(s) in which your shares are registered, the number of shares or
the dollar amount to be redeemed and whether you wish the proceeds mailed
to your address of record, wired to your bank account or transmitted
through ACH. All owners of the shares must sign the request in the exact
names in which the shares are registered (this appears on your confirmation
statement) and indicate any special capacity in which you are signing (such
as trustee, custodian, under power of attorney or on behalf of a
partnership, corporation or other entity).

If you are redeeming shares worth less than $100,000 and the proceeds check
is made payable to the registered owner(s) and mailed to the record
address, no signature guarantee is required. Otherwise, you generally must
have your signature guaranteed by an eligible guarantor institution in
accordance with procedures established by New England Funds, L.P. Signature
guarantees by notaries public are not acceptable.

Additional written information may be required for redemptions by certain
benefit plans and IRAs. Contact the Distributor or your investment dealer
for details.

If you hold certificates for your Class A shares, you must enclose them
with your redemption request or your request will not be honored. The Fund
recommends that certificates be sent by registered mail.

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<PAGE>

. BY SYSTEMATIC WITHDRAWAL PLAN (CLASS A, CLASS B AND CLASS C ONLY):
You may establish a Systematic Withdrawal Plan that allows you to redeem
shares and receive payments on a regular schedule. In the case of shares
subject to a CDSC, the amount or percentage you specify may not exceed, on
an annualized basis, 10% of the value of your Fund account. Redemption of
shares pursuant to the Plan will not be subject to a CDSC. For information,
contact the Distributor or your investment dealer. Since withdrawal
payments may have tax consequences, you should consult your tax adviser
before establishing such a plan.

GENERAL. Redemption requests will be effected at the net asset value next
determined after your redemption request is received in proper form by State
Street Bank or your investment dealer (except that orders received by your
investment dealer before the close of regular trading on the Exchange and
transmitted to the Distributor by 5:00 p.m. (Eastern time) on the same day will
receive that day's net asset value). Redemption proceeds (LESS ANY APPLICABLE
CDSC) will normally be mailed to you within seven days after State Street Bank
or the Distributor receives your request in good order. However, in those cases
where you have recently purchased your shares by check or an electronic funds
transfer through the ACH system and you make a redemption request within 10 days
after such purchase or transfer, the Fund may withhold redemption proceeds until
the Fund knows that the check or funds have cleared.

During periods of substantial economic or market change, telephone redemptions
may be difficult to implement. If you are unable to contact the Distributor by
telephone, shares may be redeemed by delivering the redemption request in person
to the Distributor or by mail as described above. Requests are processed at the
net asset value next determined after the request is received.

Special rules apply with respect to redemptions under powers of attorney. Please
call your investment dealer or the Distributor for more information.

Telephone redemptions are not available for tax qualified retirement plans or
for Fund shares held in certificate form. If certificates have been issued for
your investment, you must send them to New England Funds along with your request
before a redemption request can be honored. See the instructions for redemption
by mail above.

The Fund may suspend the right of redemption and may postpone payment for more
than seven days when the Exchange is closed for other than weekends or holidays,
or if permitted by the rules of the SEC when trading on the Exchange is
restricted or during an emergency which makes it impracticable for the Fund to
dispose of its securities or to determine fairly the value of its net assets, or
during any other period permitted by the SEC for the protection of
investors.

REPURCHASE OPTION (CLASS A SHARES ONLY)

You may apply your Class A share redemption proceeds (without a sales charge) to
the repurchase of Class A shares of any series of the Trusts. To qualify, you
must reinvest some or all of the proceeds within 120 days after your redemption
and notify New England Funds or your investment dealer at the time of
reinvestment that you are taking advantage of this privilege. You may reinvest
the proceeds either by returning the redemption check or by sending your check
for some or all of the redemption amount. Please note: For federal income tax
purposes, a redemption is a sale that involves tax consequences (even if the
proceeds are later reinvested). Please consult your tax adviser.

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FUND DETAILS

HOW FUND SHARE PRICE IS DETERMINED

The net asset value of the Fund's shares is determined as of the close of
regular trading (normally 4:00 p.m. Eastern time) on the Exchange on each day
that the Exchange is open for trading.

A security that is primarily traded on a domestic or foreign securities exchange
will be valued at the last sale price on that exchange or, if no sales occurred
during the day, at the last quoted bid price. Securities traded primarily on an
exchange outside the United States which closes before the close of the
Exchange, such as the TASE, generally will be valued for purposes of calculating
the Fund's net asset value at the last sale or bid price on that non-U.S.
exchange, except that when an occurrence after the closing of that exchange is
likely to have materially changed such a security's value, such security will be
valued at fair value as of the close of regular trading on the Exchange. An
option that is written by the Fund generally will be valued at the last sale
price or, in the absence of the last sale price, the last offer price. An option
that is purchased by the Fund is generally valued at the last sale price or, in
the absence of the last sale price, at the last bid price. The value of a
futures contract will be equal to the unrealized gain or loss on the contract
that is determined by marking the contract to the current settlement price. A
settlement price may not be used if the market makes a limit move with respect
to a particular futures contract or if the securities underlying the futures
contract experience significant price fluctuations after the determination of
the settlement price. When a settlement price cannot be used, futures contracts
will be valued at their fair value as determined by or under the direction of
the Trust's Board of Trustees. Any assets initially expressed in terms of
shekels or other foreign currency will be translated into U.S. dollars at the
prevailing market rate on the date of net asset value computation, or, if no
such rate is quoted at such time, at such other appropriate rate as may be
determined by or under the direction of the Trust's Board of Trustees.

The TASE trades on Sundays and certain other customary U.S. business holidays on
which the Exchange is not open for trading. Even though the Fund's assets traded
on the TASE may continue to trade on these days, the Fund will not accept orders
and the net asset value of the Fund's shares will not be determined on these
days. As a result, investors will not be able to purchase, sell or exchange
shares on these days even though the TASE is open for trading on those days and
the net asset value may be significantly affected by trading on the TASE.

The net asset value per share of each class is determined by dividing the value
of each class's securities (the current U.S. dollar value, in the case of
securities principally traded outside the United States) plus any cash and other
assets (including dividends and interest receivable but not collected) less all
liabilities (including accrued expenses), by the number of shares of such class
outstanding. The public offering price of the Fund's Class A shares is
determined by adding the applicable sales charge to the net asset value. See
"Buying Fund Shares - Sales Charges" above. The public offering price of Class
B, Class C and Class Y shares is the net asset value per share.

The price you pay for a share will be determined using the next set of
calculations made after your order is accepted by New England Funds, L.P. In
other words, if, on a Tuesday morning, your properly completed application is
received, your wire is received or your dealer places your trade for you, the
price you pay will be determined by the calculations made as of the close of
regular trading on the Exchange on Tuesday. If you buy shares through your
investment dealer, the dealer must receive your order by the close of regular
trading on the Exchange and transmit it to the Distributor by 5:00 p.m. (Eastern
time) to receive that day's public offering price.

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INCOME TAX CONSIDERATIONS

The Fund intends to meet all requirements of the Code necessary to qualify as a
regulated investment company and thus does not expect to pay any U.S. federal
income tax on investment income and capital gains distributed to shareholders in
cash or in additional shares. Unless you are a tax-exempt entity, your
distributions derived from the Fund's short-term capital gains and ordinary
income are taxable to you as ordinary income. (These distributions are unlikely
to qualify for the dividends-received deduction for corporations.) Distributions
derived from the Fund's long-term capital gains ("capital gains distributions"),
if designated as such by the Fund, are taxable to you as long-term capital
gains, regardless of how long you have owned shares in the Fund. Both income
distribution and capital gains distributions are taxable whether you elected to
receive them in cash or additional shares.

To avoid an excise tax, the Fund intends to distribute prior to calendar year
end virtually all the Fund's ordinary income and net capital gains earned during
that calendar year. If declared in December to shareholders of record in that
month, and paid the following January, these distributions will be considered
for federal income tax purposes to have been received by shareholders on
December 31.

The Fund is required to withhold 31% of all income dividends and capital gains
distributions it pays to you if you do not provide a correct, certified taxpayer
identification number, if the Fund is notified that you have underreported
income in the past or if you fail to certify to the Fund that you are not
subject to such withholding. In addition, the Fund will be required to withhold
31% of the gross proceeds of Fund shares you redeem if you have not provided a
correct, certified taxpayer identification number. If you are a tax-exempt
shareholder, however, these back-up withholding rules will not apply so long as
you furnish the Fund with an appropriate certification.

Annually, if you earn more than $10 in taxable income from the Fund, you will
receive a Form 1099 to assist you in reporting the prior calendar year's
distributions on your federal income tax return. You should consult your tax
adviser about any state or local taxes that may apply to such distributions. Be
sure to keep the Form 1099 as a permanent record. A fee may be charged for any
duplicate information requested.

The Fund may be liable to foreign governments for taxes relating primarily to
investment income or capital gains on foreign securities in the Fund's
portfolio. See "Israeli Taxes" below. The Fund may in some circumstances be
eligible to, and in its discretion may, make an election under the Code which
would allow Fund shareholders who are U.S. citizens or U.S. corporations to
claim a foreign tax credit or deduction (but not both) on their U.S. income tax
return. If the Fund makes the election, the amount of each shareholder's
distribution reported on the information returns filed by the Fund with the
Internal Revenue Service must be increased by the amount of the shareholder's
portion of the Fund's foreign tax paid.

The foregoing is a summary of certain federal income tax consequences of an
investment in the Fund for shareholders who are U.S. citizens or corporations.
Shareholders should consult a competent tax adviser as to the effect of an
investment in the Fund on their particular federal, state and local tax
situations and about consequences of their investment under Israeli tax law.

ISRAELI TAXES

The following is a short summary of the tax structure applicable to corporations
in Israel with reference to its effect on the Fund. The following discussion
relates in part to enacted Israeli legislation that has not been subjected to
judicial or administrative interpretation. There can be no assurance that views
expressed herein will be accepted by the courts or by the Israeli Tax
Commission.

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<PAGE>

Capital Gains Tax. The Israeli Income Tax Ordinance [New Version] imposes a tax
on capital gains derived by residents of Israel, or by non-residents of Israel
who sell assets which represent a direct or an indirect interest in Israeli
assets. The Fund, however, will generally be exempt from such capital gains tax.
Pursuant to the tax treaty between the United States and Israel (the "Treaty"),
the sale, exchange or disposition of securities by a person, such as the Fund,
qualifying as a resident of the United States within the meaning of the Treaty
and entitled to claim the benefits afforded to such resident by the Treaty will
generally not be subject to the Israeli capital gains tax. See the SAI for
further details.

OTHER TAXATION

Distributions also may be subject to additional state, local and foreign taxes
depending on each shareholder's particular situation.

This discussion is limited only to U.S. federal income tax and Israeli income
tax. Moreover, the U.S. federal income tax and Israeli income tax discussion set
forth above is a summary included for general information purposes only. In view
of the individual nature of tax consequences, each investor is advised to
consult its own tax adviser with respect to the specific tax consequences to it
of participation in the Fund, including the effect and applicability of state,
local, foreign and other tax laws and the possible effects of changes in federal
or other tax laws.

AVERAGE COST STATEMENT.
IF YOU HAVE EXCHANGED OR REDEEMED SHARES DURING THE YEAR, YOU WILL RECEIVE A
STATEMENT THAT SHOWS THE COST BASIS OF THOSE SHARES WHICH SHOULD HELP
YOU DETERMINE YOUR GAIN OR LOSS FOR TAX PURPOSES.

THE FUND'S EXPENSES

In addition to the management fee paid to NEFM, the Fund pays all expenses not
borne by NEFM, the subadvisers or the Distributor, including, but not limited
to, the charges and expenses of the Fund's custodian and transfer agent,
independent auditors and legal counsel for the Fund and the Trust's independent
trustees, 12b-1 fees, all brokerage commissions and transfer taxes in connection
with portfolio transactions, all taxes and filing fees, the fees and expenses
for registration or qualification of its shares under federal and state
securities laws, all expenses of shareholders' and trustees' meetings,
preparing, printing and mailing prospectuses and reports to shareholders and the
compensation of trustees of the Trust who are not directors, officers or
employees of The New England or its affiliates, other than affiliated registered
investment companies.

Under a Service Plan in the case of Class A shares, and a Service and
Distribution Plan in the case of Class B and Class C shares, adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940, the Fund pays the
Distributor a monthly service fee at an annual rate not to exceed 0.25% of the
Fund's average daily net assets attributable to the Class A, Class B and Class C
shares. The Distributor may pay up to the entire amount of this

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<PAGE>

fee to securities dealers who are dealers of record with respect to the Fund's
shares, for providing personal services to investors in shares of the Fund
and/or the maintenance of shareholder accounts. In the case of the Class B
shares, the Distributor pays investment dealers at the time of the sale the
first year's service fee, in the amount of up to 0.25% of the amount invested.
The Class A service fee is payable only to reimburse the Distributor for amounts
it pays or expends in connection with the provision of personal services to
investors and/or the maintenance of shareholder accounts. To the extent that the
Distributor's reimbursable expenses in any year exceed the maximum amount
payable under the relevant Service Plan for that year, such expenses may be
carried forward for reimbursement in future years in which the Plan remains in
effect. The Class B and Class C service fees are payable regardless of the
amount of the Distributor's related expenses.

The Fund's Class B and Class C shares also pay the Distributor a monthly
distribution fee at an annual rate not to exceed 0.75% of the average net assets
of the Fund's Class B and Class C shares. The Distributor may pay up to the
entire amount of this fee to securities dealers who are dealers of record with
respect to the Fund's shares, as distribution fees in connection with the sale
of the Fund's shares. The Distributor retains the balance of the fee as
compensation for its services as distributor of the Class B and Class C shares.

PERFORMANCE CRITERIA

The Fund may include total return information for each class of shares in
advertisements or other written sales material. The Fund will show each class's
average annual total return for the one-, five- and ten-year periods (or the
life of the class, if shorter) through the end of the most recent calendar
quarter. Total return is measured by comparing the value of a hypothetical
$1,000 investment in a class at the beginning of the relevant period to the
value of the investment at the end of the period (assuming deduction of the
current maximum sales charge on Class A shares, automatic reinvestment of all
dividends and capital gains distributions and, in the case of Class B shares,
imposition of the CDSC relevant to the period quoted). Total return may be
quoted with or without giving effect to any voluntary expense limitations in
effect for the class in question during the relevant period. The class may also
show total return over other periods, on an aggregate basis for the period
presented, or without deduction of a sales charge. If a sales charge is not
deducted in calculating total return, the class's total return will be
higher.

Total return will generally be higher for Class A shares than for Class B and
Class C shares, because of the higher levels of expenses borne by Class B and
Class C shares. An investor should balance this expected lower total return
against the benefit gained by 100% immediate investment of the purchase price of
Class B or Class C shares. As a result of lower operating expenses, Class Y
shares can be expected to achieve a higher investment return than Class A, Class
B or Class C shares.

All performance information is based on past results and is not an indication of
likely future performance.

ADDITIONAL FACTS ABOUT THE FUND

. New England Funds Trust II was organized in 1931 as a Massachusetts
business trust and is authorized to issue an unlimited number of full and
fractional shares in multiple series. The Fund is a newly organized series
of the Trust.

. When you invest in the Fund, you acquire freely transferable shares of
beneficial interest that entitle you to receive dividends as determined by
the Trust's trustees and to cast a vote for each share you own at
shareholder meetings. Shares of the Fund vote separately from shares of
other series of the Trust, except as otherwise required by law. Shares of
all classes of the Fund vote together, except as to matters relating to the
Rule 12b-1 plan that applies to the Class A, Class B or Class C shares, on
which only shares of that class are entitled to vote. No Rule 12b-1 plan
applies to the Class Y shares of the Fund.

-29-
<PAGE>

. Except for matters that are explicitly identified as "fundamental" in this
prospectus or the SAI, the investment policies of the Fund may be changed
without shareholder approval or, in most cases, prior notice. The
investment objective of the Fund is not fundamental. If there is a change
in the Fund's objective, shareholders should consider whether the Fund
remains an appropriate investment in light of their current financial
position and needs.

. The Trust does not generally hold regular shareholder meetings and will do
so only when required by law. Shareholders of the Trust may remove the
trustees of the Trust from office by votes cast at a shareholder meeting or
by written consent.

. The transfer and dividend paying agent for the Fund is New England Funds,
L.P., 399 Boylston Street, Boston, MA 02116. New England Funds, L.P. has
subcontracted certain of its obligations as such to State Street Bank, 225
Franklin Street, Boston, MA 02110.

. If the balance in your account with the Fund is less than a minimum amount
set by the trustees of the Trust from time to time (currently $500 for all
accounts, except for those indicated below and for Individual Retirement
Accounts, which have a $25 minimum), the Fund may close your account and
send the proceeds to you. Shareholders who are affected by this policy will
be notified of the Fund's intention to close the account and will have 60
days immediately following the notice to bring the account up to the
minimum. The minimum does not apply to Keogh, pension and profit sharing
plans, automatic investment plans or accounts that have fallen below the
minimum solely because of fluctuations in the Fund's net asset value per
share.

. The Fund's annual report contains additional performance information and
will be made available upon request and without charge.

. The Class A, Class B, Class C and Class Y structure could be terminated
should certain IRS rulings be rescinded.

. Summit Cash Reserves Fund (the "Cash Fund"), a series of Financial
Institutions Series Trust, is related to the Fund for purposes of
investment and investor services. Shares of all classes of the Fund may be
exchanged for shares of the Cash Fund at net asset value. If shares of the
Fund that are exchanged for shares of the Cash Fund are subject to a CDSC,
the holding period for purposes of determining the expiration of the CDSC
will stop and resume only when an exchange is made back into shares of the
Fund. If Fund shares subject to a CDSC are exchanged for Cash Fund shares
and the Cash Fund shares are later redeemed rather than being exchanged
back into shares of any series of the Trusts, then a CDSC will apply at the
same rate as if the Fund shares were redeemed at the time of the
exchange.

-30-
<PAGE>

GLOSSARY OF TERMS

CAPITAL GAIN DISTRIBUTIONS - Payments to shareholders of profits earned from
selling securities in a fund's portfolio. Capital gain distributions are usually
paid once a year.

CONTINGENT DEFERRED SALES CHARGE (CDSC) - A fee that may be charged when a
shareholder sells fund shares.

DISTRIBUTION FEE - An annual asset-based sales charge that is used to pay for
sales-related expenses.

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

MUTUAL FUND - The pooled assets of a group of investors, professionally managed
in pursuit of a specific objective.

NET ASSET VALUE (NAV) - The market value of one share of a mutual fund on any
given day without sales charge or CDSC. Determined by dividing the fund's total
net assets by the number of fund shares outstanding.

NEW ENGLAND FUNDS, L.P. - The distributor and transfer agent of the New England
Funds.

OPEN END INVESTMENT MANAGEMENT COMPANY - A mutual fund that allows investors to
redeem fund shares directly from the fund company on any business day.

PUBLIC OFFERING PRICE - The price of one share of a mutual fund, including its
initial sales charge, if there is one.

RECORD DATE - The date on which mutual fund investors must own a fund's shares
to be eligible to receive specific income or capital gain distributions.

SERVICE FEE - Payments by a fund for personal services to investors and/or for
maintenance of shareholder accounts by the fund's distributor or a financial
representative.

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

12b-1 FEES - Fees paid by a mutual fund under a plan adopted under 1940 Act Rule
12b-1. Can include both distribution fees and service fees.

-31-
<PAGE>
Rule 497(c)
File No. 2-11101

NEW ENGLAND FUNDS TRUST II

GROWTH FUND OF ISRAEL

Supplement dated December 29, 1995 to Prospectus dated December 29, 1995

Class A, Class B and Class C shares of Growth Fund of Israel (the "Fund") will
initially be offered during a subscription period, which is scheduled to end
April 15, 1996 (the "Initial Subscription Period"). If New England Funds, L.P.
(the "Distributor"), New England Funds Management, L.P. ("NEFM"), the Fund's
investment adviser, and Harris Associates L.P. ("Harris Associates"), the Fund's
investment subadviser, determine that sufficient assets have been received and
market conditions warrant, the Fund may commence operations earlier than April
15, 1996. The Initial Subscription Period is subject to extension at the
discretion of the Distributor if $50 million in subscriptions have not been
received by April 15, 1996. During the Initial Subscription Period, shares will
be offered at a price of $12.50 per share, plus a sales load in the case of
Class A shares. Sales loads will be subject to reductions depending upon the
amount invested, as set forth subsequently. If subscriptions received during
the Initial Subscription Period (including any extension) do not reach $50
million and, in the judgment of the Distributor, the investment adviser and the
investment subadviser, subscriptions received are insufficient to permit the
Fund to operate efficiently and economically, no subscriptions will be accepted,
and the Fund will not commence operations. If sufficient subscriptions are
received, all subscriptions will be accepted, the Fund will issue shares to
subscribers and receive payment for such shares on a closing date three business
days after the end of the Initial Subscription Period, and the Fund will
commence operations on such date. It is possible that the Fund will commence
operations with less than $50 million in assets. Such a smaller Fund size could
result in higher operating expenses (as a percentage of Fund assets) and less
efficient operations for the Fund.

Over

<PAGE>

During the Initial Subscription Period, Class A shares are subject to the
following initial sales charges:

Sales Charge as a % of
----------------------
<S> <C> <C> <C>
Public Dealer's Concession
Offering Amount as a % of
Value of Total Investment Price Invested Offering Price
- ------------------------- ----- -------- --------------

Less than $100,000 2.5% 2.56% 2.5%
$100,000 - $999,999 1.0% 1.01% 1.0%
$1,000,000 or more None None *
</TABLE>

Contact your investment dealer for further information on how to subscribe for
shares of the Fund during the Initial Subscription Period and how to pay for
such shares.

The Fund may be closed to new investors for approximately 60 days after the end
of the Initial Subscription Period. Following this 60-day period, Class A,
Class B and Class C shares will be offered in a continuous offering at the
applicable net asset value per share plus (in the case of Class A shares) the
applicable sales load. Sales loads on Class A shares during any such continuous
offering will be greater than the sales loads being charged during the Initial
Subscription Period on Class A shares. See "Buying Fund Shares - Sales Charges"
in the Prospectus.

<PAGE>

Rule 497(c)
File No. 2-11101

NEW ENGLAND FUNDS

GROWTH FUND OF ISRAEL

STATEMENT OF ADDITIONAL INFORMATION

December 29, 1995

This Statement of Additional Information (the "Statement") contains
information which may be useful to investors but which is not included in the
prospectus of Growth Fund of Israel (the "Fund"). This Statement is not a
prospectus and is only authorized for distribution when accompanied or preceded
by the prospectus of the Fund dated December 29, 1995 (the "prospectus"). The
Statement should be read together with the prospectus. Investors may obtain a
free copy of the prospectus from New England Funds, L.P., Prospectus Fulfillment
Desk, 399 Boylston Street, Boston, MA 02116.

This Statement contains information about the Class A, B, C and Y shares
of the Fund. The Fund is a series of New England Funds Trust II (the "Trust"), a
registered investment company that offers a total of eight series.

T a b l e o f C o n t e n t s

<TABLE>
<CAPTION>
<S> <C>
Page

PART I
Investment Restrictions
Fund Charges and Expenses

PART II
Miscellaneous Investment Practices
Management of the Trust
Portfolio Transactions and Brokerage
Description of the Trust and Ownership of Shares
How to Buy Shares
Net Asset Value and Public Offering Price
Reduced Sales Charges
Shareholder Services
Redemptions
Standard Performance Measures
Income Dividends, Capital Gain Distributions and Tax Status
</TABLE>

Appendix A - Description of Bond Ratings
Appendix B - Publications That May Contain Fund Information
Appendix C - Advertising and Promotional Literature

-i-
<PAGE>

PART I
________________________________________________________________________________

INVESTMENT RESTRICTIONS
________________________________________________________________________________

The following is a description of restrictions on the investments to be
made by the Fund, some of which restrictions (those restrictions marked with an
asterisk) may not be changed without the approval of a majority of the
outstanding voting securities of the Fund (as defined in the Investment Company
Act of 1940 [the "1940 Act"]). Except in the case of restriction (14) below, the
percentages set forth below and the percentage limitations set forth in the
prospectus will apply at the time of the purchase of a security and shall not be
considered violated unless an excess or deficiency occurs or exists immediately
after and as a result of a purchase of such security.

The Fund may not:

*(1) Purchase any security (other than U.S. Government securities) if, as a
result, more than 25% of the Fund's total assets (taken at current value)
would be invested in any one industry (in the utilities category, gas,
electric, water and telephone companies will be considered as being in
separate industries, and each foreign country's government (together with
subdivisions thereof) will be considered to be a separate industry);

(2) Purchase securities on margin (but it may obtain such short-term credits
as may be necessary for the clearance of purchases and sales of
securities), or make short sales except where it owns or, by virtue of
ownership of other securities, it has the right to obtain, without payment
of further consideration, securities equivalent in kind and amount to
those sold. (For this purpose, the deposit or payment by the Fund of
initial or variation margin in connection with futures contracts or
related options transactions i s not considered the purchase of a security
on margin);

(3) Acquire more than 10% of any class of securities of an issuer other than
U.S. Government securities and taking all preferred stock issues of an
issuer as a single class and all debt issues of an issuer as a single
class) or acquire more than 10% of the outstanding voting securities of an
issuer;

*(4) Borrow money in excess of 33 1/3% of its total assets, and then only as a
temporary measure for extraordinary or emergency purposes;

(5) Pledge more than 33 1/3 % of its total assets (taken at cost). (For the
purpose of this restriction, reverse repurchase agreements, collateral
arrangements with respect to options, futures contracts, swap contracts
and other similar instruments and with respect to initial and variation
margin are not deemed to be a pledge of assets);

(6) Invest more than 5% of its total assets (taken at current value) in
securities of businesses (including predecessors) less than three years
old;

-ii-
<PAGE>

(7) Purchase or retain securities of any issuer if officers and trustees of
the Trust or of the investment adviser of the Fund who individually own
more than 1/2 of 1% of the shares or securities of that issuer, together
own more than 5%;

*(8) Make loans, except by entering into repurchase agreements or by purchase
of bonds, debentures, commercial paper, corporate notes and similar
evidences of indebtedness, which are a part of an issue to the public or
to financial institutions, or through the lending of the Fund's portfolio
securities;

*(9) Buy or sell oil, gas or other mineral leases, rights or royalty contracts,
real estate or commodities or commodity contracts, except that the Fund
may buy and sell futures contracts and related options, swap contracts,
currency forward contracts, structured notes and other similar
instruments. (This restriction does not prevent the Fund from purchasing
securities of companies investing in the foregoing);

*(10) Act as underwriter, except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an underwriter
under certain federal securities laws;

(11) Make investments for the purpose of exercising control or management;

(12) Except to the extent permitted by rule or order of the Securities and
Exchange Commission (the "SEC"), participate on a joint or joint and
several basis in any trading account in securities. (The "bunching" of
orders for the purchase or sale of portfolio securities with the Fund's
investment subadviser or accounts under its management to reduce brokerage
commissions, to average prices among them or to facilitate such
transactions is not considered a trading account in securities for
purposes of this restriction.);

(13) Write, purchase or sell options or warrants, except that the Fund may (a)
acquire warrants or rights to subscribe to securities of companies issuing
such warrants or rights, or of parents or subsidiaries of such companies,
(b) write, purchase and sell put and call options on securities,
securities indexes, currencies, futures contracts swap contracts and other
similar instruments, (c) enter into currency forward contracts and (d)
invest in structured notes;

(14) Purchase any illiquid security if, as a result, more than 15% of its net
assets (taken at current value) would be invested in such securities;

(15) Invest in the securities of other investment companies, except by
purchases in the open market involving only customary brokers' commissions
or no commissions. Under the 1940 Act, the Fund may not (a) invest more
than 10% of its total assets (taken at current value) in such securities,
(b) own securities of any one investment company having a value in excess
of 5% of the total assets of the Fund (taken at current value), or (c) own
more than 3% of the outstanding voting stock of any one investment
company;

*(16) Issue senior securities. For the purpose of this restriction none of the
following is deemed to be a senior security: any pledge or other
encumbrance of assets permitted by restriction (5) above; any borrowing
permitted by restriction (4) above; any collateral arrangements with
respect to options or futures contracts, and with respect

-iii-
<PAGE>

to initial and variation margin; the purchase or sale of options, forward
contracts, futures contracts, swap contracts and other similar
instruments; and the issuance of shares of beneficial interest permitted
from time to time by the provisions of the Trust's Declaration of Trust
and by the 1940 Act, the rules thereunder, or any exemption therefrom.
(The Fund is required, under regulatory provisions applicable to it as
interpreted by the staff of the SEC, to set aside in a segregated account
with its custodian bank liquid, high grade assets in amounts sufficient at
all times to satisfy its obligations under options, futures, contracts,
forward contracts, swap contracts and other similar instruments.); or

(17) Lend its portfolio securities if, as a result, the aggregate amount of
such loans outstanding at any one time would exceed 331/3% of the Fund's
total assets (taken at current value).

The staff of the Securities and Exchange Commission (the "SEC") is
currently of the view that repurchase agreements maturing in more than seven
days are subject to restriction (14) above.

As a matter of operating policy, subject to change without shareholder
approval, the Fund will not (i) invest more than 5% of the value of its net
assets in warrants, or more than 2% of the value of its net assets in warrants
that are not listed on either the New York Stock Exchange or the American Stock
Exchange (for purposes of this restriction, warrants acquired in units or
attached to other securities may be deemed to be without value); (ii) invest in
real estate limited partnership interests; or (iii) purchase puts, calls,
straddles, spreads and any combination thereof, if by reason thereof the value
of its aggregate investment in such classes of securities will exceed 5% of its
total assets.
________________________________________________________________________________

FUND CHARGES AND EXPENSES
________________________________________________________________________________

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FEES

Pursuant to an Advisory Agreement dated December 29, 1995, New England
Funds Management, L.P. ("NEFM") has agreed, subject to the supervision of the
board of trustees of the Trust, to manage the investment and reinvestment of the
assets of the Fund and to provide a range of administrative services to the
Fund. For the services described in the Advisory Agreement, the Fund pays NEFM a
fee at the annual rate of 1.10% of the Fund's average daily net assets.

The Advisory Agreement provides that NEFM may delegate its
responsibilities thereunder to other parties. NEFM has delegated responsibility
for the investment and reinvestment of the assets of the portfolio to Harris
Associates L.P. ("Harris"). NEFM pays Harris a fee for managing the portfolio,
at the annual rate of 0.70% of the average daily net assets of the Fund up to
$50 million, and 0.60% of such assets in excess of $50 million.

Batucha Securities & Investments Ltd. ("Batucha") provides information,
advice to the Fund on various matters relating to or affecting Israel, and
information on markets and industries in Israel, pursuant to an agreement
between NEFM and Batucha. NEFM pays

-iv-
<PAGE>

Batucha a fee for such services at the annual rate of 0.10% of the Fund's
average daily net assets.

For more information about the Fund's investment advisory and subadvisory
agreements, see "Management of the Trust" in Part II of this Statement.

PART II
________________________________________________________________________________

MISCELLANEOUS INVESTMENT PRACTICES
________________________________________________________________________________

The following information relates to certain investment practices in which
the Fund may engage.

Loans of Portfolio Securities. The Fund may lend its portfolio securities to
- -----------------------------
broker-dealers under contracts calling for cash collateral equal to at least the
market value of the securities loaned, marked to the market on a daily basis.
(The Fund at the present time has no intention to engage in the lending of
portfolio securities.) The Fund will continue to benefit from interest or
dividends on the securities loaned and will also receive interest through
investment of the cash collateral in short-term liquid investments, which may
include shares of money market funds subject to any investment restriction
listed in Part I. Any voting rights, or rights to consent, relating to
securities loaned pass to the borrower. However, if a material event affecting
the investment occurs, such loans will be called so that the securities may be
voted by the Fund. The Fund pays various fees in connection with such loans,
including shipping fees and reasonable custodian and placement fees approved by
the board of trustees of the Trust or persons acting pursuant to the direction
of the board.

These transactions must by fully collateralized at all times, but involve
some credit risk to the Fund if the other party should default on its obligation
and the Fund is delayed in or prevented from recovering the collateral.

U.S. Government Securities. The Fund may invest in some or all of the following
- --------------------------
U.S. Government securities:

. U.S. Treasury Bills - Direct obligations of the United States Treasury
-------------------
which are issued in maturities of one year or less. No interest is paid on
Treasury bills; instead, they are issued at a discount and repaid at full
face value when they mature. They are backed by the full faith and credit
of the United States Government.

. U.S. Treasury Notes and Bonds - Direct obligations of the United States
-----------------------------
Treasury issued in maturities that vary between one and 40 years, with
interest normally payable every six months. These obligations are backed by
the full faith and credit of the United States Government.

. "Ginnie Maes" - Debt securities issued by a mortgage banker or other
-------------
mortgagee which represent an interest in a pool of mortgages insured by the
Federal Housing Administration or the Farmer's Home Administration or
guaranteed by the Veterans

-1-
<PAGE>

Administration. The Government National Mortgage Association ("GNMA")
guarantees the timely payment of principal and interest when such payments
are due, whether or not these amounts are collected by the issuer of these
certificates on the underlying mortgages. An assistant attorney general of
the United States has rendered an opinion that the guarantee by GNMA is a
general obligation of the United States backed by its full faith and
credit. Mortgages included in single family or multi-family residential
mortgage pools backing an issue of Ginnie Maes have a maximum maturity of
up to 30 years. Scheduled payments of principal and interest are made to
the registered holders of Ginnie Maes (such as the Fund) each month.
Unscheduled prepayments may be made by homeowners, or as a result of a
default. Prepayments are passed through to the registered holder (such as
the Fund, which reinvests any prepayments) of Ginnie Maes along with
regular monthly payments of principal and interest.

. "Fannie Maes" - The Federal National Mortgage Association ("FNMA") is a
-------------
government-sponsored corporation owned entirely by private stockholders
that purchases residential mortgages from a list of approved
seller/servicers. Fannie Maes are pass-through securities issued by FNMA
that are guaranteed as to timely payment of principal and interest by FNMA
but are not backed by the full faith and credit of the United States
Government.

. "Freddie Macs" - The Federal Home Loan Mortgage Corporation ("FHLMC") is a
--------------
corporate instrumentality of the United States Government. Freddie Macs
are participation certificates issued by FHLMC that represent an interest
in residential mortgages from FHLMC's National Portfolio. FHLMC guarantees
the timely payment of interest and ultimate collection of principal, but
Freddie Macs are not backed by the full faith and credit of the United
States Government.

U.S. Government securities generally do not involve the credit risks
associated with investments in other types of fixed-income securities, although,
as a result, the yields available from U.S. Government securities are generally
lower than the yields available from corporate fixed-income securities. Like
other fixed-income securities, however, the values of U.S. Government securities
change as interest rates fluctuate. Fluctuations in the value of portfolio
securities will not affect interest income on existing portfolio securities but
will be reflected in the Fund's net asset value. Since the magnitude of these
fluctuations will generally be greater at times when the Fund's average maturity
is longer, under certain market conditions the Fund may, for temporary defensive
purposes, accept lower current income from short-term investments rather than
investing in higher yielding long-term securities.

When-Issued Securities. The Fund may enter into agreements with banks or broker-
- ----------------------
dealers for the purchase or sale of securities at an agreed-upon price on a
specified future date. Such agreements might be entered into, for example, when
the Fund anticipates a decline in interest rates and is able to obtain a more
advantageous yield by committing currently to purchase securities to be issued
later. When the Fund purchases securities in this manner (i.e. on a when-issued
or delayed-delivery basis), it is required to create a segregated account with
the Trust's custodian and to maintain in that account cash or U.S. Government
securities in an amount equal to or greater than, on a daily basis, the amount
of the Fund's when-issued or delayed-delivery commitments. The Fund will make
commitments to purchase on a when-issued or delayed-delivery basis only
securities meeting the Fund's investment criteria. The Fund may take delivery of
these securities or, if it is deemed advisable as a matter of investment
strategy, the Fund may sell these securities before the settlement date. When
the time comes to pay for when-issued or delayed-delivery securities, the Fund
will meet its

-2-
<PAGE>

obligations from the then available cash flow or the sale of securities, or from
the sale of the when-issued or delayed- delivery securities themselves (which
may have a value greater or less than the Fund's payment obligation).

Repurchase Agreements. The Fund may enter into repurchase agreements by which
- ---------------------
the Fund purchases a security and obtains a simultaneous commitment from the
seller to repurchase the security at an agreed-upon price and date. The resale
price is in excess of the purchase price and reflects an agreed-upon market rate
unrelated to the coupon rate on the purchased security. Such transactions afford
the Fund the opportunity to earn a return on temporarily available cash at
minimal market risk. While the underlying security may be a bill, certificate of
indebtedness, note or bond issued by an agency, authority or instrumentality of
the United States Government, the obligation of the seller is not guaranteed by
the United States Government and there is a risk that the seller may fail to
repurchase the underlying security. In such event, the Fund would attempt to
exercise rights with respect to the underlying security, including possible
disposition in the market. However, the Fund may be subject to various delays
and risks of loss, including (a) possible declines in the value of the
underlying security during the period while the Fund seeks to enforce its rights
thereto, (b) possible reduced levels of income and lack of access to income
during this period and (c) inability to enforce rights and the expenses involved
in the attempted enforcement.

Zero Coupon Securities. Zero coupon securities are debt obligations that do not
- ----------------------
entitle the holder to any periodic payments of interest either for the entire
life of the obligation or for an initial period after the issuance of the
obligations. Such securities are issued and traded at a discount from their face
amounts. The amount of the discount varies depending on such factors as the time
remaining until maturity of the securities, prevailing interest rates, the
liquidity of the security and the perceived credit quality of the issuer. The
market prices of zero coupon securities generally are more volatile than the
market prices of securities that pay interest periodically and are likely to
respond to changes in interest rates to a greater degree than do non-zero coupon
securities having similar maturities and credit quality. In order to satisfy a
requirement for qualification as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"), the Fund must distribute
each year at least 90% of its net investment income, including the original
issue discount accrued on zero coupon securities. Because the Fund will not on a
current basis receive cash payments from the issuer of a zero coupon security in
respect of accrued original issue discount, in some years the Fund may have to
distribute cash obtained from other sources in order to satisfy the 90%
distribution requirement under the Code. Such cash might be obtained from
selling other portfolio holdings of the Fund. In some circumstances, such sales
might be necessary in order to satisfy cash distribution requirements even
though investment considerations might otherwise make it undesirable for the
Fund to sell such securities at such time.

Convertible Securities. The Fund may invest in convertible securities including
- ----------------------
corporate bonds, notes or preferred stocks of U.S. or foreign issuers that can
be converted into (that is, exchanged for) common stocks or other equity
securities. Convertible securities also include other securities, such as
warrants, that provide an opportunity for equity participation. Because
convertible securities can be converted into equity securities, their values
will normally vary in some proportion with those of the underlying equity
securities. Convertible securities usually provide a higher yield than the
underlying equity, however, so that the price decline of a convertible security
may sometimes be less substantial than that of the underlying equity security.

Options and Futures
- -------------------

-3-
<PAGE>

FUTURES CONTRACTS. A futures contract is an agreement between two parties to buy
and sell a particular commodity (e.g., an interest-bearing security) for a
specified price on a specified future date. In the case of futures on an index,
the seller and buyer agree to settle in cash, at a future date, based on the
difference in value of the contract between the date it is opened and the
settlement date. The value of each contract is equal to the value of the index
from time to time multiplied by a specified dollar amount. For example, Standard
& Poor's 500 Index futures trade in contracts equal to $500 multiplied by the
Standard & Poor's 500 Index.

When a trader, such as the Fund, enters into a futures contract, it is
required to deposit with (or for the benefit of) its broker as "initial margin"
an amount of cash or short-term high-quality securities (such as U.S. Treasury
Bills or high-quality tax exempt bonds acceptable to the broker) equal to
approximately 2% to 5% of the delivery or settlement price of the contract
(depending on applicable exchange rules). Initial margin is held to secure the
performance of the holder of the futures contract. As the value of the contract
changes, the value of futures contract positions increases or declines. At the
end of each trading day, the amount of such increase and decline is received and
paid respectively by and to the holders of these positions. The amount received
or paid is known as "variation margin." If the Fund has a long position in a
futures contract it will establish a segregated account with the Fund's
custodian containing cash or certain illiquid assets equal to the purchase price
of the contract (less any margin on deposit). For short positions in futures
contracts, the Fund will establish a segregated account with the custodian with
cash or high grade liquid debt assets that, when added to the amounts deposited
as margin, equal the market value of the instruments or currency underlying the
futures contracts.

Although futures contracts by their terms require actual delivery and
acceptance of securities (or cash in the case of index futures), in most cases
the contracts are closed out before settlement. A futures sale is closed by
purchasing a futures contract for the same aggregate amount of the specific type
of financial instrument or commodity and with the same delivery date. Similarly,
the closing out of a futures purchase is closed by the purchaser selling an
offsetting futures contract.

Gain or loss on a futures position is equal to the net variation margin
received or paid over the time the position is held, plus or minus the amount
received or paid when the position is closed, minus brokerage commissions.

OPTIONS. An option on a futures contract obligates the writer, in return for the
premium received, to assume a position in a futures contract (a short position
if the option is a call and a long position if the option is a put), at a
specified exercise price at any time during the period of the option. Upon
exercise of the option, the delivery of the futures position by the writer of
the option to the holder of the option generally will be accompanied by delivery
of the accumulated balance in the writer's futures margin account, which
represents the amount by which the market price of the futures contract, at
exercise, exceeds, in the case of a call, or is less than, in the case of a put,
the exercise price of the option. The premium paid by the purchaser of an option
will reflect, among other things, the relationship of the exercise price to the
market price and volatility of the underlying contract, the remaining term of
the option, supply and demand and interest rates. Options on futures contracts
traded in the United States may only be traded on a United States board of trade
licensed by the Commodity Futures Trading Commission (the "CFTC").

An option on a security entitles the holder to receive (in the case of a
call option) or to sell (in the case of a put option) a particular security at a
specified exercise price. An

-4-
<PAGE>

"American style" option allows exercise of the option at any time during the
term of the option. A "European style" option allows an option to be exercised
only at the end of its term. Options on securities may be traded on or off a
national securities exchange.

A call option on a futures contract written by the Fund is considered by
the Fund to be covered if the Fund owns the security subject to the underlying
futures contract or other securities whose values are expected to move in tandem
with the values of the securities subject to such futures contract, based on
historical price movement volatility relationships. A call option on a security
written by the Fund is considered to be covered if the Fund owns a security
deliverable under the option. A written call option is also covered if the Fund
holds a call on the same futures contract or security as the call written where
the exercise price of the call held (a) is equal to or less than the exercise
price of the call written or (b) is greater than the exercise price of the call
written if the difference is maintained by the Fund in cash, Treasury bills or
other high grade liquid obligations in a segregated account with its custodian.

A put option on a futures contract written by the Fund, or a put option on
a security written by the Fund, is covered if the Fund maintains cash, U.S.
Treasury bills or other high-grade liquid debt obligations with a value equal to
the exercise price in a segregated account with the Fund's custodian, or else
holds a put on the same futures contract (or security, as the case may be) as
the put written where the exercise price of the put held is equal to or greater
than the exercise price of the put written.

If the writer of an option wishes to terminate its position, it may effect
a closing purchase transaction by buying an option identical to the option
previously written. The effect of the purchase is that the writer's position
will be canceled. Likewise, the holder of an option may liquidate its position
by selling an option identical to the option previously purchased.

Closing a written call option will permit the Fund to write another call
option on the portfolio securities used to cover the closed call option. Closing
a written put option will permit the Fund to write another put option secured by
the segregated cash, U.S. Treasury bills or other high-grade liquid obligations
used to secure the closed put option. Also, effecting a closing transaction will
permit the cash or proceeds from the concurrent sale of any futures contract or
securities subject to the option to be used for other Fund investments. If the
Fund desires to sell particular securities covering a written call option
position, it will close out its position or will designate from its portfolio
comparable securities to cover the option prior to or concurrent with the sale
of the covering securities.

The Fund will realize a profit from closing out an option if the price of
the offsetting position is less than the premium received from writing the
option or is more than the premium paid to purchase the option; the Fund will
realize a loss from closing out an option transaction if the price of the
offsetting option position is more than the premium received from writing the
option or is less than the premium paid to purchase the option. Because
increases in the market price of a call option will generally reflect increases
in the market price of the covering securities, any loss resulting from the
closing of a written call option position is expected to be offset in whole or
in part by appreciation of such covering securities.

Since premiums on options having an exercise price close to the value of
the underlying securities or futures contracts usually have a time value
component (i.e. a value that diminishes as the time within which the option can
be exercised grows shorter) an option writer may profit from the lapse of time
even though the value of the futures contract (or security in some cases)
underlying the option (and of the security deliverable under the futures

-5-
<PAGE>

contract) has not changed. Consequently, profit from option writing may or may
not be offset by a decline in the value of securities covering the option. If
the profit is not entirely offset, the Fund will have a net gain from the
options transaction, and the Fund's total return will be enhanced. Likewise, the
profit or loss from writing put options may or may not be offset in whole or in
part by changes in the market value of securities acquired by the Fund when the
put options are closed.

RISKS. The use of futures contracts and options involves risks. One risk arises
because of the imperfect correlation between movements in the price of futures
contracts and movements in the price of the securities that are the subject of
the hedge. The Fund's hedging strategies will not be fully effective unless the
Fund can compensate for such imperfect correlation. There is no assurance that
the Fund will be able to effect such compensation.

The correlation between the price movement of the futures contract and the
hedged security may be distorted due to differences in the nature of the
markets. If the price of the futures contract moves more than the price of the
hedged security, the Fund would experience either a loss or a gain on the future
that is not completely offset by movements in the price of the hedged
securities. In an attempt to compensate for imperfect price movement
correlations, the Fund may purchase or sell futures contracts in a greater
dollar amount than the hedged securities if the price movement volatility of the
hedged securities is historically greater than the volatility of the futures
contract. Conversely, the Fund may purchase or sell fewer contracts if the
volatility of the price of hedged securities is historically less than that of
the futures contracts.

The price of index futures may not correlate perfectly with movement in
the relevant index due to certain market distortions. First, all participants in
the futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions, which could distort the
normal relationship between the index and futures markets. Secondly, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market, and as a result the futures market may attract more
speculators than does the securities market. In addition, trading hours for
foreign stock index futures may not correspond perfectly to hours of trading on
the foreign exchange to which a particular foreign stock index future relates.
This may result in a disparity between the price of index futures and the value
of the relevant index due to the lack of continuous arbitrage between the index
futures price and the value of the underlying index. Finally, hedging
transactions using stock indices involve the risk that movements in the price of
the index may not correlate with price movements of the particular portfolio
securities being hedged.

Price movement correlation also may be distorted by the illiquidity of the
futures and options markets and the participation of speculators in such
markets. If an insufficient number of contracts are traded, commercial users may
not deal in futures contracts or options because they do not want to assume the
risk that they may not be able to close out their positions within a reasonable
amount of time. In such instances, futures and options market prices may be
driven by different forces than those driving the market in the underlying
securities, and price spreads between these markets may widen. The participation
of speculators in the market enhances its liquidity. Nonetheless, speculators
trading spreads between futures markets may create temporary price distortions
unrelated to the market in the underlying securities.

-6-
<PAGE>

Positions in futures contracts and options on futures contracts may be
established or closed out only on an exchange or board of trade. There is no
assurance that a liquid market on an exchange or board of trade will exist for
any particular contract or at any particular time. The liquidity of markets in
futures contracts and options on futures contracts may be adversely affected by
"daily price fluctuation limits" established by commodity exchanges which limit
the amount of fluctuation in a futures or options price during a single trading
day. Once the daily limit has been reached in a contract, no trades may be
entered into at a price beyond the limit, which may prevent the liquidation of
open futures or options positions. Prices have in the past exceeded the daily
limit on a number of consecutive trading days. If there is not a liquid market
at a particular time, it may not be possible to close a futures or options
position at such time, and, in the event of adverse price movements, the Fund
would continue to be required to make daily cash payments of variation margin.
However, if futures or options are used to hedge portfolio securities, an
increase in the price of the securities, if any, may partially or completely
offset losses on the futures contract.

An exchange-traded option may be closed out only on a national securities
or commodities exchange which generally provides a liquid secondary market for
an option of the same series. If a liquid secondary market for an exchange-
traded option does not exist, it might not be possible to effect a closing
transaction with respect to a particular option, with the result that the Fund
would have to exercise the option in order to realize any profit. If the Fund is
unable to effect a closing purchase transaction in a secondary market, it will
be not be able to sell the underlying security until the option expires or it
delivers the underlying security upon exercise. Reasons for the absence of a
liquid secondary market on an exchange include the following: (i) there may be
insufficient trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options or underlying securities;
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or the Options Clearing Corporation
or other clearing organization may not at all times be adequate to handle
current trading volume or (vi) one or more exchanges could, for economic or
other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that exchange (or in that class or series of options)
would cease to exist, although outstanding options on that exchange that had
been issued by the Options Clearing Corporation as a result of trades on that
exchange would continue to be exercisable in accordance with their terms.

Because the specific procedures for trading foreign stock index futures on
futures exchanges are still under development, additional or different margin
requirements as well as settlement procedures may be applicable to foreign stock
index futures at the time the Fund purchases foreign stock index futures.

The successful use of transactions in futures and options depends in part
on the ability of Harris to forecast correctly the direction and extent of
interest rate movements within a given time frame. To the extent interest rates
move in a direction opposite to that anticipated, the Fund may realize a loss on
the hedging transaction that is not fully or partially offset by an increase in
the value of portfolio securities. In addition, whether or not interest rates
move during the period that the Fund holds futures or options positions, the
Fund will pay the cost of taking those positions (i.e. brokerage costs). As a
result of these factors, the Fund's total return for such period may be less
than if it had not engaged in the hedging transaction.

-7-
<PAGE>

Options trading involves price movement correlation risks similar to those
inherent in futures trading. Additionally, price movements in options on futures
may not correlate with price movements in the futures underlying the options.
Like futures, options positions may become less liquid because of adverse
economic circumstances. The securities covering written option positions are
expected to offset adverse price movements if those options positions cannot be
closed out in a timely manner, but there is no assurance that such offset will
occur. Also, an option writer may not effect a closing purchase transaction
after it has been notified of the exercise of an option.

OVER-THE-COUNTER OPTIONS. An over-the-counter option (an option not traded on a
national securities exchange) may be closed out only with the other party to the
original option transaction. While the Fund will seek to enter into over-the-
counter options only with dealers who agree to or are expected to be capable of
entering into closing transactions with the Fund, there can be no assurance that
the Fund will be able to liquidate an over-the-counter option at a favorable
price at any time prior to its expiration. Accordingly, the Fund might have to
exercise an over-the-counter option it holds in order to realize any profit
thereon and thereby would incur transactions costs on the purchase or sale of
the underlying assets. If the Fund cannot close out a covered call option
written by it, it will not be able to sell the underlying security until the
option expires or is exercised. Furthermore, over-the-counter options are not
subject to the protections afforded purchasers of listed options by the Options
Clearing Corporation or other clearing organizations.

ECONOMIC EFFECTS AND LIMITATIONS. Income earned by the Fund from its hedging
activities will be treated as capital gain and, if not offset by net recognized
capital losses incurred by the Fund, will be distributed to shareholders in
taxable distributions. Although gain from futures and options transactions may
hedge against a decline in the value of the Fund's portfolio securities, that
gain, to the extent not offset by losses, will be distributed in light of
certain tax considerations and will constitute a distribution of that portion of
the value preserved against decline.

The Fund intends to comply with guidelines of eligibility for exclusion
from the definition of the term "commodity pool operator" adopted by the CFTC
and the National Futures Association, which regulate trading in the futures
markets. The Fund will use futures contracts and related options primarily for
bona fide hedging purposes within the meaning of CFTC regulations. To the extent
that the Fund holds positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions, the aggregate
initial margin and premiums required to establish such positions will not exceed
5% of the fair market value of the Fund's net assets, after taking into account
unrealized profits and unrealized losses on any such contracts it has entered
into.

FUTURE DEVELOPMENTS. The above discussion relates to the Fund's proposed use of
futures contracts, options and options on futures contracts currently available.
The relevant markets and related regulations are still in the developing stage.
In the event of future regulatory or market developments, the Fund may also use
additional types of futures contracts or options and other investment techniques
for the purposes set forth above.

FOREIGN CURRENCY HEDGING TRANSACTIONS. To protect against a change in the
- -------------------------------------
foreign currency exchange rate between the date on which the Fund contracts to
purchase or sell a security and the settlement date for the purchase or sale, or
to "lock in" the equivalent of a dividend or interest payment in another
currency, the Fund might purchase or sell a foreign

-8-
<PAGE>

currency on a spot (or cash) basis at the prevailing spot rate. If conditions
warrant, the Fund may also enter into contracts with banks or broker-dealers to
purchase or sell foreign currencies at a future date ("forward contracts"). The
Fund will maintain cash or high-quality debt obligations in a segregated account
with the custodian in an amount at least equal to (i) the difference between the
current value of the Fund's liquid holdings that settle in the relevant currency
and the Fund's outstanding obligations under currency forward contracts, or (ii)
the current amount, if any, that would be required to be paid to enter into an
offsetting forward currency contract which would have the effect of closing out
the original forward contract. The Fund's use of currency hedging transactions
may be limited by tax considerations. The Fund may also purchase or sell foreign
currency futures contracts traded on futures exchanges. Foreign currency futures
contract transactions involve risks similar to those of other futures
transactions. See "Options and Futures" above.
________________________________________________________________________________

MANAGEMENT OF THE TRUST
________________________________________________________________________________

Trustees
- --------

Trustees of the Trust and their ages (in parentheses), addresses and principal
occupations during the past five years are as follows:

GRAHAM T. ALLISON, JR. -- Trustee (55); 79 John F. Kennedy Street, Cambridge, MA
-------
02138; Douglas Dillon Professor and Director for the Center of Science and
International Affairs, John F. Kennedy School of Government; Special
Advisor to the United States Secretary of Defense; formerly, Assistant
Secretary of Defense; formerly, Dean, John F. Kennedy School of
Government.

KENNETH J. COWAN -- Trustee (63); One Beach Drive, S.E. #2103, St. Petersburg,
-------
Florida 33701; Retired; formerly, Senior Vice President-Finance and Chief
Financial Officer, Blue Cross of Massachusetts, Inc. and Blue Shield of
Massachusetts, Inc.; formerly Director, Neworld Bank for Savings and
Neworld Bancorp.

SANDRA O. MOOSE -- Trustee (53); 135 E. 57th Street New York, NY 10022; Senior
-------
Vice President and Director, The Boston Consulting Group, Inc. (management
consulting); Director, GTE Corporation and Rohm and Haas Company
(specialty chemicals).

HENRY L.P. SCHMELZER -- Trustee and President (52); President, Chief Executive
---------------------
Officer and Director, NEF Corporation; President and Chief Executive
Officer, New England Funds, L.P.; President and Chief Executive Officer,
NEFM; Director, Back Bay Advisors, Inc.; formerly, Director, New England
Securities Corporation ("New England Securities").

___________________

* Trustee deemed an "interesting person" of the Trust, as defined in the
Investment Company Act of 1940 (the "1940 Act").

-9-
<PAGE>

JAMES H. SCOTT -- Trustee (53); 2001 Bryan Street, Suite 1850, Dallas, Texas
-------
75201; Vice President, TU Services (electric utility); formerly,
Treasurer, The Trustees of Amherst College.

JOHN A. SHANE -- Trustee (62); 300 Unicorn Park Drive, Woburn, Massachusetts
-------
01801; President, Palmer Service Corporation (venture capital
organization); General Partner, The Palmer Organization and Palmer
Partners L.P.; Director, Arch Communications Group, Inc. (paging service);
Director, Dowden Publishing Company, Inc. (publishers of medical
magazines); Director, Eastern Bank Corporation; Director, Gensym
Corporation (expert system software); Director, Overland Data, Inc.
(manufacturer of computer tape drives);Director, Summa Four, Inc.
(manufacturer of telephone switching equipment); Director, United Asset
Management Corporation (holding company for institutional money
management); formerly, Director, Abt Associates, Inc. (consulting firm);
formerly, Director, Aviv Corporation (manufacturer of controllers);
formerly, Director, Banyan Systems, Inc. (manufacturer of network
software); formerly, Director, Cerjac Inc. (manufacturer of telephone
testing equipment).

PETER S. VOSS* -- Chairman of the Board, Chief Executive Officer and Trustee
----------------------------------------------------------
(49); President and Chief Executive Officer, New England Investment
Companies, L.P. ("NEIC"); Director, President and Chief Executive Officer,
New England Investment Companies, Inc.; Chairman of the Board and
Director, NEF Corporation; Chairman of the Board and Director, Back Bay
Advisors, Inc.; Director, New England Mutual Life Insurance Company ("The
New England"); formerly, Executive Vice President, Bank of America;
formerly, Group Head of International Banking, Trading and Securities,
Security Pacific National Bank, and Chief Executive Officer of the
Security Pacific Investment Group.

PENDLETON P. WHITE -- Trustee (64); 6 Breckenridge Lane, Savannah, Georgia
-------
31411; Retired; formerly, President and Chairman of the Executive
Committee, Studwell Associates (executive search consultants); formerly,
Trustee, The Faulkner Corporation (community hospital corporation).

Officers
- --------

Officers of the Trust and their ages (in parentheses) and principal occupations
during the past five years are as follows:

J. STEVEN NEAMTZ -- Vice President (37); Executive Vice President, NEF
--------------
Corporation; Executive Vice President, New England Funds, L.P.

BRUCE R. SPECA -- Vice President (39); Executive Vice President, NEF
--------------
Corporation; Executive Vice President, New England Funds, L.P.; Executive
Vice President, NEFM.

FRANK NESVET -- Treasurer (52); Senior Vice President and Chief Financial
---------
Officer, NEF Corporation; Senior Vice President and Chief Financial
Officer, New England Funds, L.P.; Senior Vice President and Chief
Financial Officer, NEFM; formerly, Executive Vice President, SuperShare
Services Corporation.

-10-
<PAGE>

ROBERT P. CONNOLLY -- Secretary and Clerk (41); Senior Vice President and
-------------------
General Counsel, NEF Corporation; Senior Vice President and General
Counsel, New England Funds, L.P.; Senior Vice President and General
Counsel, NEFM: formerly, Managing Director and General Counsel, Kroll
Associates, Inc. (business consulting company); formerly, Managing
Director and General Counsel, Equitable Capital Management Corporation
(investment management company).

CHARLES T. WALLIS -- Senior Vice President (54); President and Chief Executive
---------------------
Officer, Back Bay Advisors, L.P. ("Back Bay Advisors"); President, Chief
Executive Officer and Director, Back Bay Advisors, Inc.; Director, New
England Securities; formerly, Vice President, The New England.

GERALD H. SCRIVER -- Senior Vice President (55); President and Chief Executive
---------------------
Officer, Westpeak Investment Advisors, L.P. ("Westpeak"); formerly,
Director of Quantitative Strategies, INVESCO (mutual fund group and
investment adviser).

HAROLD B. BJORNSON -- Vice President (38); Vice President, Back Bay Advisors;
--------------
formerly, Assistant Vice President, New England Securities.

PHILIP J. COOPER -- Vice President (37); Vice President, Westpeak; formerly,
--------------
Portfolio Manager, United Asset Management Services.

CHRISTINE A. CREELMAN -- Vice President (48); Vice President, Back Bay Advisors.
--------------

KIMBERLY J. FORSYTH -- Vice President (32); Senior Vice President, Back Bay
--------------
Advisors; formerly, Senior Vice President and Director of Tax-Exempt
Credit Research Department, Legg Mason, Incorporated (investment advisory
firm); formerly, Vice President and Senior Credit Analyst, Putnam
Investment Management, Incorporated; formerly, Director of Municipal
Research, Alex. Brown & Sons Incorporated (brokerage/advisory firm).

CHARLES G. GLUECK -- Vice President (55); Senior Vice President, Back Bay
--------------
Advisors; formerly, Senior Investment Officer, The New England.

ERIC N. GUTTERSON -- Vice President (44); Vice President, Back Bay
--------------
Advisors.

SCOTT A. MILLIMET -- Vice President (38); Vice President, Back Bay Advisors;
--------------
formerly, Senior Vice President and Manager, Carroll, McEntee & McGinley,
Chicago Board of Trade.

J. SCOTT NICHOLSON -- Vice President (45); Senior Vice President, Back Bay
--------------
Advisors.

EDGAR M. REED -- Vice President (48); Executive Vice President and Chief
--------------
Investment Officer, Back Bay Advisors; formerly, Head of the Fixed Income
Management Group, Aetna Capital Management.

JAMES S. WELCH -- Vice President (30); Vice President, Back Bay Advisors;
--------------
formerly, Vice President, Putnam Management Company.

-11-
<PAGE>

The address of each officer affiliated with Back Bay Advisors or New
England Funds, L.P. is 399 Boylston Street, Boston, Massachusetts 02116. The
address of each officer associated with Westpeak is 1011 Walnut Street, Boulder,
Colorado 80302.

Trustees Fees
- -------------

The Trust pays no compensation to its officers or to its trustees who are
interested persons thereof.

Each trustee who is not an interested person of the Trust receives, in the
aggregate for serving on the boards of the Trust and New England Funds Trust I,
New England Cash Management Trust and New England Tax Exempt Money Market Trust
(all four trusts collectively, the "New England Funds Trusts"), comprising a
total of 22 mutual fund portfolios, a retainer fee at the annual rate of $40,000
and meeting attendance fees of $2,500 for each meeting of the boards he or she
attends and $1,500 for each meeting he or she attends of a committee of the
board of which he or she was a member. Each committee chairman receives an
additional retainer fee at the annual rate of $2,500. These fees are allocated
among the Fund and the 21 other mutual fund portfolios based on a formula that
takes into account, among other factors, the net assets of each fund.

During the fiscal year ended December 31, 1994 the persons who were then
trustees of the Trust received the amounts set forth in the following table for
serving as a trustee of the Trust and for also serving on the governing boards
of the other New England Funds Trusts, New England Zenith Fund ("Zenith") and
New England Variable Annuity Fund I ("NEVA"), comprising as of December 29, 1995
a total of 37 mutual fund portfolios (not all of which were in existence during
1994).

<TABLE>
<CAPTION>
Total Compensation
Aggregate Pension or Retirement Estimated from the New
Compensation Benefits Accrued as Annual England Funds
from the Trust Part of Fund Expenses Benefits Trusts, Zenith and
Name of Trustee in 1994 in 1994 Upon Retirement NEVA in 1994
<S> <C> <C> <C> <C>
Graham T. Allison, Jr. (a) $ 0 $0 $0 $ 0
Kenneth J. Cowan $18,244 $0 $0 $59,375
Joseph M. Hinchey (b) $17,507 $0 $0 $56,875
Richard S. Humphrey, Jr.(b) $17,507 $0 $0 $56,875
Robert B. Kittredge (b) $17,951 $0 $0 $89,279 (c)
Laurens MacLure (b) $18,688 $0 $0 $91,779 (c)
Sandra O. Moose $16,326 $0 $0 $52,875
James H. Scott $17,507 $0 $0 $56,875
John A. Shane $17,211 $0 $0 $55,875
Joseph F. Turley (b) $17,951 $0 $0 $58,375
Pendleton P. White $17,951 $0 $0 $58,375
</TABLE>

_______________________
(a) Became a trustee of the Trust effective April 1, 1995.
(b) Resigned as a trustee of the Trust effective May 1, 1995.
(c) Also includes compensation paid by the 5 CGM Funds, a group of mutual funds
for which Capital Growth Management Limited Partnership, the investment adviser
of New England Funds Trust I's New England Growth Fund, Zenith's Capital Growth
Series and NEVA, serves as investment adviser.

-12-
<PAGE>

The Trust provides no pension or retirement benefits to trustees, but has
adopted a deferred payment arrangement under which each trustee may elect not to
receive fees from the Trust on a current basis but to receive in a subsequent
period an amount equal to the value that such fees would have if they had been
invested in each of the funds in the Trust on the normal payment date for such
fees. As a result of this method of calculating the deferred payments, the Fund,
upon making the deferred payments, will be in the same financial position as if
the fees had been paid on the normal payment dates.

As of December 29, 1995, the officers and trustees of the Trust as a group
owned less than 1% of the outstanding shares of the Trust.

Advisory and Subadvisory Agreements
- -----------------------------------

The Fund's advisory agreement provides that NEFM will furnish or pay the
expenses of the Fund for office space, facilities and equipment, services of
executive and other personnel of the Trust and certain administrative services.

The Fund pays all expenses not borne by its adviser or subadviser
including, but not limited to, the charges and expenses of the Fund's custodian
and transfer agent, independent auditors and legal counsel, all brokerage
commissions and transfer taxes in connection with portfolio transactions, all
taxes and filing fees, the fees and expenses for registration or qualification
of its shares under the federal or state securities laws, all expenses of
shareholders' and trustees' meetings and of preparing, printing and mailing
reports to shareholders and the compensation of trustees who are not directors,
officers or employees of the Fund's adviser, subadviser or their affiliates,
other than affiliated registered investment companies. The Fund also pays NEFM
for certain legal and accounting services provided to the Fund by NEFM.

Under the Fund's advisory agreement, if the total ordinary business
expenses of the Fund or the Trust as a whole for any fiscal year exceed the
lowest applicable limitation (based on percentage of average net assets or
income) prescribed by any state in which the shares of the Fund or Trust are
qualified for sale, NEFM shall pay such excess. At present, the most restrictive
state annual expense limitation is 2 1/2% of the average annual net assets up to
$30,000,000, 2% of the next $70,000,000 and 1 1/2% of such assets in excess of
$100,000,000. NEFM will not be required to reduce its fee or pay such expenses
to an extent or under circumstances which might result in the Fund's inability
to qualify as a regulated investment company under the Code. The term "expenses"
is defined in the advisory agreement and excludes brokerage commissions, taxes,
interest, distribution-related expenses and extraordinary expenses. This means
that the distribution fees payable to New England Funds, L.P. under the Fund's
Distribution Agreement and the Distribution Plan would be excluded from
"expenses."

The advisory agreement and the subadvisory agreement between NEFM and
Harris provides that it will continue in effect for two years from its date of
execution and thereafter from year to year if its continuance is approved at
least annually (i) by the board of trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund and (ii) by vote of a
majority of the trustees who are not "interested persons" of the Trust, as that
term is defined in the 1940 Act, cast in person at a meeting called for the
purpose of voting on such approval. Any amendment to the advisory agreement or
the subadvisory agreement must be approved by vote of a majority of the
outstanding voting securities of the Fund and by vote of a majority of the
trustees of the Trust who are not such interested persons, cast in

-13-
<PAGE>

person at a meeting called for the purpose of voting on such approval. Each
agreement may be terminated without penalty by vote of the Trust's board of
trustees or by vote of a majority of the outstanding voting securities of the
Fund, upon 60 days' written notice, or by NEFM upon 90 days' written notice, and
each terminates automatically in the event of its assignment. The subadvisory
agreement also may be terminated by Harris upon 90 days' notice and is
automatically terminated upon termination of the related advisory agreement. In
addition, the advisory agreement will automatically terminate if the Trust or
the Fund shall at any time be required by the Distributor to eliminate all
reference to the words "New England" or the letters "TNE" in the name of the
Trust, unless the continuance of the agreement after such change of name is
approved by a majority of the outstanding voting securities of the Fund and by a
majority of the Trustees who are not interested persons of the Trust or NEFM.

The advisory agreement and sub-advisory agreement each provide that the
adviser and subadviser shall not be subject to any liability in connection with
the performance of its services thereunder in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties.

NEFM, organized in 1995, is an independently operated subsidiary of NEIC,
and serves as the investment adviser to New England Growth Opportunities Fund,
New England Strategic Income Fund, New England Equity Income Fund and New
England Star Worldwide Fund, and will serve, beginning January 2, 1996, as
investment adviser to each of the remaining funds in the New England Funds
Trusts except New England Growth Fund.

Harris was organized in 1995 to succeed to the business of a predecessor
limited partnership also named Harris Associates L.P., which together with its
predecessor had advised and managed mutual funds since 1970. Harris is a wholly-
owned subsidiary of NEIC, having been acquired by NEIC in 1995. Harris also
serves as investment adviser to individuals, trusts, retirement plans,
endowments and foundations, and manages numerous private partnerships.

Certain officers and employees of Harris have responsibility for portfolio
management of other advisory accounts and clients (including other registered
investment companies and accounts of affiliates of Harris) that may invest in
securities in which the Fund may invest. Where Harris determines that an
investment purchase or sale opportunity is appropriate and desirable for more
than one advisory account, purchase and sale orders may be executed separately
or may be combined and, to the extent practicable, allocated by Harris to the
participating accounts. Where advisory accounts have competing interests in a
limited investment opportunity, Harris will allocate investment opportunities
based on numerous considerations, including the time the competing accounts have
had funds available for investment, and the relative amounts of available funds,
an account's cash requirements and the time the competing accounts have had
investments available for sale. It is Harris's policy to allocate, to the extent
practicable, investment opportunities to each client over a period of time on a
fair and equitable basis relative to its other clients.

It is believed that the ability of the Fund to participate in larger
volume transactions in this manner will in some cases produce better executions
for the Fund. However, in some cases, this procedure could have a detrimental
effect on the price and amount of a security available to the Fund or the price
at which a security may be sold. The trustees are of the

-14-
<PAGE>

view that the benefits of retaining Harris as investment manager outweigh the
disadvantages, if any, that might result from participating in such
transactions.

Distribution Agreement and Rule 12b-1 Plans. Under an agreement with the
-------------------------------------------
Fund (the "Distribution Agreement"), New England Funds, L.P. serves as the
general distributor of each class of shares of the Fund. Under this agreement,
New England Funds, L.P. is not obligated to sell a specific number of shares.
New England Funds, L.P. bears the cost of making information about the Fund
available through advertising and other means and the cost of printing and
mailing prospectuses to persons other than shareholders. The Fund pays the cost
of registering and qualifying its shares under state and federal securities laws
and the distribution of prospectuses to existing shareholders.

New England Funds, L.P. is compensated under the Distribution Agreement
through receipt of the sales charges on Class A shares described below under
"Net Asset Value and Public Offering Price" and is paid by the Fund the service
and distribution fees described in the prospectus.

As described in the prospectuses, the Fund has adopted Rule 12b-1 plans
(the "Plans") for its Class A, Class B and Class C shares which, among other
things, permit it to pay the Fund's distributor (currently New England Funds,
L.P.) monthly fees out of its net assets. Pursuant to Rule 12b-1 under the 1940
Act, each Plan was approved by the shareholders of the Fund, and (together with
the Distribution Agreement) by the board of trustees, including a majority of
the trustees who are not interested persons of the Trust (as defined in the 1940
Act) and who have no direct or indirect financial interest in the operation of
the Plan or the Distribution Agreement (the "Independent Trustees").

Each Plan may be terminated by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding voting securities of the
relevant class of shares of the Fund. Each Plan may be amended by vote of the
trustees, including a majority of the Independent Trustees, cast in person at a
meeting called for that purpose. Any change in any Plan that would materially
increase the fees payable thereunder by the relevant class of shares of the Fund
requires approval of the holders of such shares. The Trust's trustees review
quarterly written reports of such costs and the purposes for which such costs
have been incurred. For so long as a Plan is in effect, selection and nomination
of those trustees who are not interested persons of the Trust shall be committed
to the discretion of such disinterested persons.

The Distributor has entered into selling agreements with investment
dealers, including New England Securities, an affiliate of the Distributor, for
the sale of the Fund's shares. New England Securities is registered as a broker-
dealer under the Securities Exchange Act of 1934. The Distributor may at its
expense pay an amount not to exceed 0.50% of the amount invested to dealers who
have selling agreements with the Distributor. If they become available, Class Y
shares of the Fund may be offered by registered representatives of New England
Securities who are also employees of New England Investment Associates, Inc.
("NEIA"), an indirect, wholly-owned subsidiary of NEIC. NEIA may receive
compensation from NEFM with respect to sales of Class Y shares.

The Distribution Agreement may be terminated at any time on 60 days'
written notice without payment of any penalty by New England Funds, L.P. or by
vote of a majority of the outstanding voting securities of the Fund or by vote
of a majority of the Independent Trustees.

-15-
<PAGE>

The Distribution Agreement and the Plans will continue in effect for
successive one-year periods, provided that each such continuance is specifically
approved (i) by the vote of a majority of the Independent Trustees and (ii) by
the vote of a majority of the entire board of trustees cast in person at a
meeting called for that purpose or by a vote of a majority of the outstanding
securities of Fund (or the relevant class, in the case of the Plans).

With the exception of New England Funds, L.P., New England Securities and
their direct and indirect corporate parents (NEIC and The New England), no
interested person of the Trust nor any trustee of the Trust had any direct or
indirect financial interest in the operation of the Plans or any related
agreement.

Benefits to the Fund and its shareholders resulting from the Plans are
believed to include (1) enhanced shareholder service, (2) asset retention, (3)
enhanced bargaining position with third party service providers and economies of
scale arising from having higher asset levels and (4) portfolio management
opportunities arising from having an enhanced positive cash flow.

New England Funds, L.P. controls the words "New England" in the name of
New England Funds Trust II and the Fund and if it should cease to be the
distributor, New England Funds Trust II or the Fund may be required to change
their names and delete these words or letters. New England Funds, L.P. also acts
as general distributor for New England Cash Management Trust, New England Tax
Exempt Money Market Trust, New England Funds Trust I, New England Funds Trust
III and the other series of the Trust besides the Fund.

During the years ended December 31, 1992, 1993 and 1994 (the last year for
which information is available), New England Funds, L.P. received commissions on
the sale of the Class A shares of New England Funds Trust II aggregating
$7,195,240, $5,970,295, and $2,071,744, respectively, of which $6,475,716,
$573,825 and $1,780,651, respectively, were reallowed to other securities
dealers and the balance retained by New England Funds, L.P.

Custodial Arrangements. State Street Bank and Trust Company ("State Street
----------------------
Bank"), 225 Franklin Street, Boston, Massachusetts 02110, is the Trust's
custodian. As such, State Street Bank holds in safekeeping certificated
securities and cash belonging to the Fund and, in such capacity, is the
registered owner of securities in book-entry form belonging to the Fund. Upon
instruction, State Street Bank receives and delivers cash and securities of the
Fund in connection with Fund transactions and collects all dividends and other
distributions made with respect to Fund portfolio securities. State Street Bank
also maintains certain accounts and records of the Trust and calculates the
total net asset value, total net income and net asset value per share of the
Fund on a daily basis.

Independent Accountants. The Fund's independent accountants are Price
-----------------------
Waterhouse L.L.P., 160 Federal Street, Boston, MA 02109. The independent
accountants of the Trust conduct an annual audit of that Trust's financial
statements, assist in the preparation of federal and state income tax returns
and consult with the Trust as to matters of accounting and federal and state
income taxation.

Other Arrangements
- ------------------

Pursuant to a contract between the Fund and New England Funds, L.P., New
England Funds, L.P. acts as shareholder servicing and transfer agent for the
Fund and is responsible

-16-
<PAGE>

for services in connection with the establishment, maintenance and recording of
shareholder accounts, including all related tax and other reporting requirements
and the implementation of investment and redemption arrangements offered in
connection with the sale of the Fund's shares. The Fund pays per account fees to
New England Funds, L.P. for these services in the amount of $17.25. New England
Funds, L.P. has subcontracted with State Street Bank for it to provide, through
its subsidiary Boston Financial Data Services, Inc. ("BFDS") transaction
processing, mail and other services. For these services, New England Funds, L.P.
pays BFDS a per account fee of $9.40.
_____________________________________________________________________________

PORTFOLIO TRANSACTIONS AND BROKERAGE
_____________________________________________________________________________

In placing orders for the purchase and sale of portfolio securities for
the Fund, Harris always seeks best execution, subject to the considerations set
forth below. Transactions in unlisted securities are carried out through broker-
dealers who make the market for such securities unless, in the judgment of
Harris, a more favorable execution can be obtained by carrying out such
transactions through other brokers or dealers.

Harris selects only brokers or dealers which it believes are financially
responsible, will provide efficient and effective services in executing,
clearing and settling an order and will charge commission rates which, when
combined with the quality of the foregoing services, will produce best execution
for the transaction. This does not necessarily mean that the lowest available
brokerage commission will be paid. However, the commissions are believed to be
competitive with generally prevailing rates. Harris will use its best efforts to
obtain information as to the general level of commission rates being charged by
the brokerage community from time to time and will evaluate the overall
reasonableness of brokerage commissions paid on transactions by reference to
such data. In making such evaluation, all factors affecting liquidity and
execution of the order, as well as the amount of the capital commitment by the
broker in connection with the order, are taken into account.

Receipt of brokerage or research services from brokers may sometimes be a
factor in selecting a broker which Harris believes will provide best execution
for a transaction. These services include not only a wide variety of reports on
such matters as economic and political developments, industries, companies,
securities, portfolio strategy, account performance, daily prices of securities,
stock and bond market conditions and projections, asset allocation and portfolio
structure, but also meetings with management representatives of issuers and with
other analysts and specialists. Although it is not possible to assign an exact
dollar value to these services, they may, to the extent used, tend to reduce
Harris's expenses. Such services may be used by Harris in servicing other client
accounts and in some cases may not be used with respect to the Fund. Consistent
with the Rules of Fair Practice of the National Association of Securities
Dealers, Inc., and subject to seeking best execution, Harris may, however,
consider purchases of shares of the Fund by customers of broker-dealers as a
factor in the selection of broker-dealers to execute the Fund's securities
transactions.

Harris may cause the Fund to pay a broker-dealer that provides brokerage
and research services to Harris an amount of commission for effecting a
securities transaction for the Fund in excess of the amount another broker-
dealer would have charged for effecting that transaction. Harris must determine
in good faith that such greater commission is reasonable in relation to the
value of the brokerage and research services

-17-
<PAGE>

provided by the executing broker-dealer viewed in terms of that particular
transaction or Harris's overall responsibilities to the Fund and its other
clients. Harris's authority to cause the Fund to pay such greater commissions is
also subject to such policies as the trustees of the Trust may adopt from time
to time.

Subject to procedures adopted by the Board of Trustees of the Trust, the
Fund's brokerage transactions may be executed by brokers that are affiliated
with the Distributor, NEFM or Harris. Any such transactions will comply with
Rule 17e-1 under the Investment Company Act of 1940.

Portfolio turnover is not a limiting factor with respect to investment
decisions. The Fund anticipates that their portfolio turnover rates will vary
significantly from time to time depending on the volatility of economic and
market conditions.

Under the 1940 Act, persons affiliated with the Trust are prohibited from
dealing with the Fund as a principal in the purchase and sale of securities.
Since transactions in the over-the-counter market usually involve transactions
with dealers acting as principals for their own accounts, affiliated persons of
the Trust, such as New England Securities, may not serve as the Fund's dealer in
connection with such transactions.

It is expected that the portfolio transactions in fixed-income securities
will generally be with issuers or dealers on a net basis without a stated
commission. Securities firms may receive brokerage commissions on transactions
involving options, futures and options on futures and the purchase and sale of
underlying securities upon exercise of options. The brokerage commissions
associated with buying and selling options may be proportionately higher than
those associated with general securities transactions.
_____________________________________________________________________________

DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES
_____________________________________________________________________________

New England Funds Trust II was organized in 1931 as a Massachusetts
business trust and consisted of a single investment portfolio (now New England
Growth Opportunities Fund) until January 1989. The Fund is a newly organized
series of the Trust. The other series of the Trust are New England Adjustable
Rate U.S. Government Fund, New England High Income Fund, New England
Massachusetts Tax Free Income Fund, New England Intermediate Term Tax Free Fund
of California and New England Intermediate Term Tax Free Fund of New York, each
of which currently offers two classes of shares; New England Growth
Opportunities Fund, which currently offers three classes of shares; and New
England Limited Term U.S. Government Fund, which currently offers four classes
of shares. Until December 1988, the name of the Trust was "Investment Trust of
Boston"; from December 1988 until April 1992, its name was "Investment Trust of
Boston Funds." New England High Income Fund and New England Massachusetts Tax
Free Income Fund are successors to separate investment companies that were
organized in 1983 and 1984, respectively, and reorganized as series of the Trust
in January 1989. New England Limited Term U.S. Government Fund was organized in
1988 and commenced operations in January 1989. New England Adjustable Rate U.S.
Government Fund was organized in 1991 and commenced operations on October 18 of
that year. New England Intermediate Term Tax Free Fund of New York and New
England Intermediate Term Tax Free Fund of California were organized in 1993 and
commenced operations on April 23 of that year.

-18-
<PAGE>

The Agreement and Declaration of Trust of the Trust (the "Declaration of
Trust") currently permits the Trust's trustees to issue an unlimited number of
full and fractional shares of each series. The Fund is represented by a series
of shares of the Trust. The Declaration of Trust further permits the Trust's
trustees to divide the shares of each series into any number of separate
classes, each having such rights and preferences relative to other classes of
the same series as the trustees may determine. The shares of Fund do not have
any preemptive rights. Upon termination of the Fund, whether pursuant to
liquidation of the Trust or otherwise, shareholders of each class of the Fund
are entitled to share pro rata in the net assets attributable to that class of
shares of the Fund available for distribution to shareholders. The Declaration
of Trust also permits the trustees to charge shareholders directly for
custodial, transfer agency and servicing expenses.

The shares of the Fund are divided into four classes, Class A, Class B,
Class C and Class Y. The Fund currently offers Class A, Class B and Class C
shares. Class Y shares are not currently available for purchase but may be
offered at a later date to certain eligible institutional investors, with higher
minimum purchase requirements than Classes A, B and C. All expenses of the Fund
[excluding transfer agency fees and expenses of printing and mailing
prospectuses to shareholders ("Other Expenses")] are borne by its Class A, B, C
and Y shares on a pro rata basis, except for 12b-1 fees, which are borne only by
Classes A, B and C and may be charged at a separate rate to each such class.
Other Expenses of Classes A, B and C are borne by such classes on a pro rata
basis, but Other Expenses relating to the Class Y shares may be allocated
separately to the Class Y shares.

The assets received by each class of the Fund for the issue or sale of its
shares and all income, earnings, profits, losses and proceeds therefrom, subject
only to the rights of creditors, are allocated to, and constitute the underlying
assets of, that class. The underlying assets of each class of the Fund are
segregated and are charged with the expenses with respect to that class and with
a share of the general expenses of the Trust. Any general expenses of the Trust
that are not readily identifiable as belonging to a particular class of a fund
in the Trust are allocated by or under the direction of the trustees in such
manner as the trustees determine to be fair and equitable. While the expenses of
the Trust are allocated to the separate books of account of each fund in the
Trust, certain expenses may be legally chargeable against the assets of all
classes of the funds in the Trust.

The Declaration of Trust also permits Trust's trustees, without
shareholder approval, to subdivide any series or class of shares or fund into
various sub-series or sub-classes with such dividend preferences and other
rights as the trustees may designate. While the trustees have no current
intention to exercise this power, it is intended to allow them to provide for an
equitable allocation of the impact of any future regulatory requirements which
might affect various classes of shareholders differently. The trustees may also,
without shareholder approval, establish one or more additional series or classes
or merge two or more existing series or classes.

The Declaration of Trust provides for the perpetual existence of the
Trust. The Trust or any fund of the Trust, however, may be terminated at any
time by vote of at least two-thirds of the outstanding shares of each fund
affected. Similarly, any class within a fund may be terminated by vote of at
least two-thirds of the outstanding shares of such class. While the Declaration
of Trust further provides that the board of trustees may also terminate the
Trust upon written notice to its shareholders, the 1940 Act requires that the
Trust receive the

-19-
<PAGE>

authorization of a majority of its outstanding shares in order to change the
nature of its business so as to cease to be an investment company.

Voting Rights
- -------------

As summarized in the prospectus, shareholders are entitled to one vote for
each full share held (with fractional votes for each fractional share held) and
may vote (to the extent provided therein) in the election of trustees and the
termination of the Trust and on other matters submitted to the vote of
shareholders.

The Declaration of Trust provides that on any matter submitted to a vote
of all shareholders of the Trust, all Trust shares entitled to vote shall be
voted together irrespective of series or class unless the rights of a particular
series or class would be adversely affected by the vote, in which case a
separate vote of that series or class shall also be required to decide the
question. Also, a separate vote shall be held whenever required by the 1940 Act
or any rule thereunder. Rule 18f-2 under 1940 Act provides in effect that a
series or class shall be deemed to be affected by a matter unless it is clear
that the interests of each series or class in the matter are substantially
identical or that the matter does not affect any interest of such series or
class. On matters affecting an individual series or class, only shareholders of
that series or class are entitled to vote. Consistent with the current position
of the SEC, shareholders of all series and classes vote together, irrespective
of series or class, on the election of trustees and the selection of the Trust's
independent accountants, but shareholders of each series vote separately on
other matters requiring shareholder approval, such as certain changes in
investment policies of that series or the approval of the investment advisory
and subadvisory agreements relating to that series, and shareholders of each
class within a series vote separately as to the Rule 12b-1 plan (if any)
relating to that class.

There will normally be no meetings of shareholders for the purpose of
electing trustees except that, in accordance with the 1940 Act, (i) the Trust
will hold a shareholders' meeting for the election of trustees at such time as
less than a majority of the trustees holding office have been elected by
shareholders, and (ii) if, as a result of a vacancy on the board of trustees,
less than two-thirds of the trustees holding office have been elected by the
shareholders, that vacancy may be filled only by a vote of the shareholders. In
addition, trustees may be removed from office by a written consent signed by the
holders of two-thirds of the outstanding shares and filed with the Trust's
custodian or by a vote of the holders of two-thirds of the outstanding shares at
a meeting duly called for that purpose, which meeting shall be held upon the
written request of the holders of not less than 10% of the outstanding shares.

Upon written request by the holders of shares having a net asset value of
at least $25,000 or at least 1% of the outstanding shares stating that such
shareholders wish to communicate with the other shareholders for the purpose of
obtaining the signatures necessary to demand a meeting to consider removal of a
trustee, the Trust has undertaken to provide a list of shareholders or to
disseminate appropriate materials (at the expense of the requesting
shareholders).

Except as set forth above, the trustees shall continue to hold office and
may appoint successor trustees. Shareholder voting rights are not cumulative.

No amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the outstanding shares of the Trust except (i)
to change the Trust's or one

-20-
<PAGE>

of its series' name or to cure technical problems in the Declaration of Trust,
(ii) to establish and designate new series or classes of Trust shares and (iii)
to establish, designate or modify new and existing series or classes of Trust
shares or other provisions relating to Trust shares in response to applicable
laws or regulations.

Shareholder and Trustee Liability
- ---------------------------------

Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims shareholder liability for acts or obligations of
the Trust and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or the
trustees. The Declaration of Trust provides for indemnification out of the
Fund's property for all loss and expense of any shareholder held personally
liable for the obligations of the Fund by reason of owning shares of the Fund.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to circumstances
in which the disclaimer is inoperative and the Fund itself would be unable to
meet its obligations.

The Declaration of Trust further provides that the board of trustees will
not be liable for errors of judgment or mistakes of fact or law. However,
nothing in the Declaration of Trust protects a trustee against any liability to
which the trustee would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office. The By-Laws of the Trust provide for
indemnification by the Trust of trustees and officers of the Trust, except with
respect to any matter as to which any such person did not act in good faith in
the reasonable belief that his or her action was in or not opposed to the best
interests of the Trust. Such persons may not be indemnified against any
liability to the Trust or the Trust's shareholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
_____________________________________________________________________________

HOW TO BUY SHARES
_____________________________________________________________________________

The procedures for purchasing shares of the Fund are summarized in the
prospectus. Banks may charge a fee for transmitting funds by wire. With respect
to shares purchased by federal funds, shareholders should bear in mind that wire
transfers may take two or more hours to complete.

For purchase of Fund shares by mail, the settlement date is the first
business day after receipt of the check by the transfer agent so long as it is
received by the close of regular trading of the New York Stock Exchange on a day
when the Exchange is open; otherwise the settlement date is the following
business day. For telephone orders, the settlement date is the fifth business
day after the order is made.

Shares may also be purchased either in writing, by phone or, in the case
of Class A, B and C shares, by electronic funds transfer using Automated
Clearing House ("ACH"), or by exchange as described in the prospectus through
firms that are members of the National Association of Securities Dealers, Inc.
and that have selling agreements with the Distributor.

-21-
<PAGE>

The Distributor may at its discretion accept a telephone order for the
purchase of $5,000 or more of the Fund's Class A, B or C shares. Payment must be
received by the Distributor within five business days following the transaction
date or the order will be subject to cancellation. Telephone orders must be
placed through the Distributor or your investment dealer.

_____________________________________________________________________________

NET ASSET VALUE AND PUBLIC OFFERING PRICE
_____________________________________________________________________________

The method for determining the public offering price and net asset value
per share is summarized in the prospectus.

The total net asset value of each class of shares of the Fund (the excess
of the assets of the Fund attributable to such class over the liabilities
attributable to such class) is determined as of the close of regular trading
(normally 4:00 p.m. Eastern time) on each day that the New York Stock Exchange
is open for trading. The weekdays that the New York Stock Exchange is expected
to be closed are New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Securities
listed on a national securities exchange or on the NASDAQ National Market System
are valued at their last sale price, or, if there is no reported sale during the
day, the last reported bid price estimated by a broker. Unlisted securities
traded in the over-the-counter market are valued at the last reported bid price
in the over-the-counter market or on the basis of yield equivalents as obtained
from one or more dealers that make a market in the securities. U.S. Government
Securities are traded in the over-the-counter market. Options, interest rate
futures and options thereon that are traded on exchanges are valued at their
last sale price as of the close of such exchanges. Securities for which current
market quotations are not readily available and all other assets are taken at
fair value as determined in good faith by the board of trustees, although the
actual calculations may be made by persons acting pursuant to the direction of
the board.

Generally, trading in equity securities in markets outside the United
States, as well as trading in foreign government securities and other fixed-
income securities, is substantially completed each day at various times prior to
the close of the New York Stock Exchange. Securities traded on a non-U.S.
exchange will be valued at their last sale price (or the last reported bid
price, if there is no reported sale during the day), on the exchange on which
they principally trade, as of the close of regular trading on such exchange. The
value of other securities principally traded outside the United States will be
computed as of the completion of substantial trading for the day on the markets
on which such securities principally trade. Securities principally traded
outside the United States will generally be valued several hours before the
close of regular trading on the New York Stock Exchange, generally 4:00 p.m.
Eastern time, at which time the Fund computes the net asset value of its shares.
Occasionally, events affecting the value of securities principally traded
outside the United States may occur between the completion of substantial
trading of such securities for the day and the close of the New York Stock
Exchange. If events materially affecting the value of the Fund's securities
occur during such period, then these securities will be valued at their fair
value as determined in good faith by or in accordance with procedures approved
by the trustees.

The per share net asset value of a class of the Fund's shares is computed
by dividing the number of shares outstanding into the total net asset value
attributable to such class. The

-22-
<PAGE>

public offering price of a Class A share of the Fund is the net asset value per
share next determined after a properly completed purchase order is accepted by
New England Funds, L.P. or State Street Bank, plus a sales charge as set forth
in the Fund's prospectus. The public offering price of a Class B, C or Y share
of the Fund is the next-determined net asset value.
_____________________________________________________________________________

REDUCED SALES CHARGES

Class A Shares Only
_____________________________________________________________________________

Special purchase plans are enumerated in the text of the prospectus.

Cumulative Purchase Discount. A Fund shareholder making an additional
----------------------------
purchase of Class A shares may be entitled to a discount on the sales charge
payable on that purchase. (This discount will not be available to purchases of
Fund shares during the Fund's Initial Subscription Period described in the
supplement dated December 29, 1995 to the prospectus.) This discount will be
available if the shareholder's "total investment" in the Fund reaches the
breakpoint for a reduced sales charge in the table under "Buying Fund Shares -
Sales Charges" in the prospectus. The total investment is determined by adding
the amount of the additional purchase, including sales charge, to the current
public offering price of all series and classes of shares of New England Funds
Trust I and the Trust (the "Trusts") held by the shareholder in one or more
accounts. If the total investment exceeds the breakpoint, the lower sales charge
applies to the entire additional investment even though some portion of that
additional investment is below the breakpoint to which a reduced sales charge
applies. For example, if a shareholder who already owns shares of one or more
funds in the Trusts with a value at the current public offering price of $30,000
makes an additional purchase of $20,000 of Class A shares of the Fund, the
reduced sales charge of 4.5% of the public offering price will apply to the
entire amount of the additional investment.

Letter of Intent. A Letter of Intent (a "Letter"), which can be effected
----------------
at any time, is a privilege available to investors which reduces the sales
charge on investments in Class A shares. Ordinarily, reduced sales charges are
available for single purchases of Class A shares only when they reach certain
breakpoints (e.g., $50,000, $100,000, etc.). By signing a Letter, a shareholder
indicates an intention to invest enough money in Class A shares within 13 months
to reach a breakpoint. If the shareholder's intended aggregate purchases of all
series and classes of the Trusts over a defined 13-month period will be large
enough to qualify for a reduced sales charge, the shareholder may invest the
smaller individual amounts at the public offering price calculated using the
sales load applicable to the 13-month aggregate investment.

A Letter is a non-binding commitment, the amount of which may be
increased, decreased or canceled at any time. The effective date of a Letter is
the date it is received in good order at New England Funds, L.P., or, if
communicated by a telephone exchange or order, at the date of telephoning
provided a signed Letter, in good order, reaches New England Funds, L.P. within
five business days.

A reduced sales charge is available for aggregate purchases of all series
and classes of shares of the Trusts pursuant to a written Letter effected within
90 days after any purchase. In the event the account was established prior to 90
days before the Letter effective date, the account will be credited with Rights
of Accumulation ("ROA") towards the breakpoint level

-23-
<PAGE>

that will be reached upon the completion of the 13 months' purchases. The ROA
credit is the value of all shares held as of the effective date of the Letter
based on the "public offering price computed on such date."

The cumulative purchase discount, described above, permits the aggregate
value at the current public offering price of Class A shares of any accounts
with the Trusts held by a shareholder to be added to the dollar amount of the
intended investment under a Letter, provided the shareholder lists them on the
account application.

State Street Bank will hold in escrow shares with a value at the current
public offering price of 5% of the aggregate amount of the intended investment.
The amount in escrow will be released when the Letter is completed. If the
shareholder does not purchase shares in the amount indicated in the Letter, the
shareholder agrees to remit to State Street Bank the difference between the
sales charge actually paid and that which would have been paid had the Letter
not been in effect, and authorizes State Street Bank to redeem escrowed shares
in the amount necessary to make up the difference in sales charges. Reinvested
dividends and distributions are not included in determining whether the Letter
has been completed.

Combining Purchases. Purchases of all series and classes of the Trusts by
-------------------
or for an investor, the investor's spouse, parents, children, siblings,
grandparents or grandchildren and any other account of the investor, including
sole proprietorships, in either Trust may be treated as purchases by a single
individual for purposes of determining the availability of a reduced sales
charge. Purchases for a single trust estate or a single fiduciary account may
also be treated as purchases by a single individual for this purpose, as may
purchases on behalf of a participant in a tax-qualified retirement plan and
other employee benefit plans, provided that the investor is the sole participant
in the plan.

Combining with Other Series and Classes of the Trusts. A shareholder's
-----------------------------------------------------
total investment for purposes of the cumulative purchase discount and purchases
under a Letter of Intent includes the value at the current public offering price
of any shares of series and classes of the Trusts that the shareholder owns
(which includes shares of New England Cash Management Trust and New England Tax
Exempt Money Market Trust [the "Money Market Funds"] if such shares were
purchased by exchanging shares of either of the Trusts). Shares owned by persons
described in the preceding paragraph may also be included.

Unit Holders of Unit Investment Trusts. Unit investment trust
--------------------------------------
distributions may be invested in Class A shares of the Fund at a reduced sales
charge of 1.50% of the public offering price (or 1.52% of the net amount
invested); for large purchases on which a sales charge of less than 1.50% would
ordinarily apply, such lower charge also applies to investments of unit
investment trust distributions.

Clients of Advisers or Subadvisers. No sales charge or contingent deferred
----------------------------------
sales charge applies to investments of $100,000 or more in Class A shares of the
Fund by (1) clients of an adviser or subadviser to the Trusts; any director,
officer or partner of a client of an adviser or subadviser to the Trusts; and
the spouse, parents, children, siblings, grandparents or grandchildren of the
foregoing; (2) any individual who is a participant in a Keogh or IRA Plan under
a prototype of an adviser or subadviser to the Trusts if at least one
participant in the plan qualifies under category (1) above; and (3) an
individual who invests through an IRA and is a participant in an employee
benefit plan that is a client of an adviser or subadviser to the Trusts. Any
investor eligible for this arrangement should so indicate in writing at the time
of the purchase.

-24-
<PAGE>

Offering to Employees of The New England and Associated Entities. There is
----------------------------------------------------------------
no sales charge, CDSC or initial investment minimum related to investments in
Class A shares of the Fund by any of the Trusts' investment advisers or
subadvisers, New England Funds, L.P. or any other company affiliated with The
New England; current and former directors and trustees of the Trusts; agents and
general agents of The New England and its insurance company subsidiaries;
current and retired employees of such agents and general agents; registered
representatives of broker-dealers that have selling arrangements with New
England Funds, L.P.; the spouse, parents, children, siblings, grandparents or
grandchildren of the persons listed above and any trust, pension, profit sharing
or other benefit plans for any of the foregoing persons and any separate account
of The New England or any other company affiliated with The New England.

Eligible Governmental Authorities. There is no sales charge or contingent
---------------------------------
deferred sales charge related to investments in Class A shares of the Fund by
any state, county or city or any instrumentality, department, authority or
agency thereof that has determined that the Fund is a legally permissible
investment and that is prohibited by applicable investment laws from paying a
sales charge or commission in connection with the purchase of shares of any
registered investment company.

Investment Advisory Accounts. Shares of the Fund may be purchased at net
----------------------------
asset value by investment advisers, financial planners or other intermediaries
who place trades for their own accounts or the accounts of their clients and who
charge a management, consulting or other fee for their services; clients of such
investment advisers, financial planners or other intermediaries who place trades
for their own accounts if the accounts are linked to the master account of such
investment adviser, financial planner or other intermediary on the books and
records of the broker or agent; and retirement and deferred compensation plans
and trusts used to fund those plans, including, but not limited to, those
defined in Section 401(a), 403(b) or 457 of the Code and rabbi trusts. Investors
may be charged a fee if they effect transactions through a broker or agent.

Shareholders of Reich and Tang Government Securities Trust. Shareholders
----------------------------------------------------------
of Reich and Tang Government Securities Trust may exchange their shares of that
fund for Class A shares of the Fund at net asset value and without imposition of
a sales charge.

The reduction or elimination of the sales charge in connection with sales
described above reflects the absence or reduction of sales expenses associated
with such sales.
_____________________________________________________________________________

SHAREHOLDER SERVICES
_____________________________________________________________________________

Open Accounts
- -------------

A shareholder's investment is automatically credited to an open account
maintained for the shareholder by State Street Bank. Following each transaction
in the account, a shareholder will receive a confirmation statement disclosing
the current balance of shares owned and the details of recent transactions in
the account. After the close of each calendar year, State Street Bank will send
each shareholder a statement providing federal tax information on dividends and
distributions paid to the shareholder during the year. This

-25-
<PAGE>

statement should be retained as a permanent record. New England Funds, L.P. may
charge a fee for providing duplicate information.

The open account system provides for full and fractional shares expressed
to three decimal places and, by making the issuance and delivery of stock
certificates unnecessary, eliminates problems of handling and safekeeping, and
the cost and inconvenience of replacing lost, stolen, mutilated or destroyed
certificates.

The costs of maintaining the open account system are paid by the Fund and
no direct charges are made to shareholders. Although the Fund has no present
intention of making such direct charges to shareholders, it reserves the right
to do so. Shareholders will receive prior notice before any such charges are
made.

Automatic Investment Plans (Class A, B and C Shares)
- ----------------------------------------------------

Subject to the Fund's investor eligibility requirements, investors may
automatically invest in additional shares of the Fund on a monthly basis by
authorizing New England Funds, L.P. to draw checks on an investor's bank
account. The checks are drawn under the Investment Builder Program, a program
designed to facilitate such periodic payments, and are forwarded to New England
Funds, L.P. for investment in the Fund. A plan may be opened with an initial
investment of $50 or more and thereafter regular monthly checks of $50 or more
will be drawn on the investor's account. The reduced minimum initial investment
pursuant to an automatic investment plan is referred to in the prospectus. An
Investment Builder application must be completed to open an automatic investment
plan. An application may be found in the prospectus or may be obtained by
calling New England Funds, L.P. at (800) 225-5478 or your investment dealer.

This program is voluntary and may be terminated by New England Funds, L.P.
upon notice to existing plan participants.

The Investment Builder Program plan may be discontinued at any time by the
investor by written notice to New England Funds, L.P., which must be received at
least five business days prior to any payment date. The plan may be discontinued
by State Street Bank at any time without prior notice if any check is not paid
upon presentation; or by written notice to you at least thirty days prior to any
payment date. State Street Bank is under no obligation to notify shareholders as
to the nonpayment of any check.

Retirement Plans Offering Tax Benefits (Class A, B and C Shares)
- ----------------------------------------------------------------

The federal tax laws provide for a variety of retirement plans offering
tax benefits. These plans may be funded with shares of the Fund or with certain
other investments. The plans include H.R. 10 (Keogh) plans for self-employed
individuals and partnerships, individual retirement accounts (IRAs), corporate
pension trust and profit sharing plans, including 401(k) plans, and retirement
plans for public school systems and certain tax exempt organizations, i.e.,
403(b) plans.

The reduced minimum initial investment available to retirement plans
offering tax benefits is referred to in the prospectus. For these plans, initial
investments in the Fund must be at least $250 for each participant in corporate
pension and profit sharing plans, IRAs and Keogh plans and $50 for subsequent
investments. There is a special initial and subsequent investment minimum of $25
for payroll deduction investment programs for

-26-
<PAGE>

401(k), SARSEP, 403(b) and certain other retirement plans. Income dividends and
capital gain distributions must be reinvested (unless the investor is over age
59 1/2 or disabled). Plan documents and further information can be obtained from
New England Funds, L.P.

An investor should consult a competent tax or other adviser as to the
suitability of the Fund's shares as a vehicle for funding a plan, in whole or in
part, under the Employee Retirement Income Security Act of 1974 and as to the
eligibility requirements for a specific plan and its state as well as federal
tax aspects.

Certain retirement plans may also be eligible to purchase Class Y shares.
See the prospectus.

Systematic Withdrawal Plans (Class A, B and C Shares)
- -----------------------------------------------------

An investor owning Fund shares having a value of $5,000 or more at the
current public offering price may establish a Systematic Withdrawal Plan
providing for periodic payments of a fixed or variable amount. An investor may
terminate the plan at any time. A form for use in establishing such a plan is
available from the servicing agent or your investment dealer. Withdrawals may be
paid to a person other than the shareholder if a signature guarantee is
provided. Please consult your investment dealer or New England Funds, L.P.

A shareholder under a Systematic Withdrawal Plan may elect to receive
payments monthly, quarterly, semiannually or annually for a fixed amount of not
less than $50 or a variable amount based on (1) the market value of a stated
number of shares, (2) a specified percentage of the account's market value or
(3) a specified number of years for liquidating the account (e.g., a 20-year
program of 240 monthly payments would be liquidated at a monthly rate of 1/240,
1/239, 1/238, etc.). The initial payment under a variable payment option may be
$50 or more.

In the case of shares subject to a CDSC, the amount or percentage you
specify may not, on an annualized basis, exceed 10% of the value, as of the time
you make the election, of your account with the Fund with respect to which you
are electing the Plan. No CDSC applies to a redemption pursuant to the Plan.

All shares under the Plan must be held in an open (uncertificated)
account. Income dividends and capital gain distributions will be reinvested
(without a sales charge in the case of Class A shares) at net asset value
determined on the record date.

Since withdrawal payments represent proceeds from the liquidation of
shares, withdrawals may reduce and possibly exhaust the value of the account,
particularly in the event of a decline in net asset value. Accordingly, the
shareholder should consider whether a Systematic Withdrawal Plan and the
specified amounts to be withdrawn are appropriate in the circumstances. The Fund
and New England Funds, L.P. make no recommendations or representations in this
regard. It may be appropriate for the shareholder to consult a tax adviser
before establishing such a plan.

It may be disadvantageous for a shareholder to purchase on a regular basis
additional Fund shares with a sales charge while redeeming shares under a
Systematic Withdrawal Plan. Accordingly, the Fund and New England Funds, L.P. do
not recommend additional

-27-
<PAGE>

investments in Class A shares by a shareholder who has a withdrawal plan in
effect and who would be subject to a sales load on such additional investments.

Because of statutory restrictions this plan is not available to pension or
profit-sharing plans, IRAs or 403(b) plans that have State Street Bank as
trustee.

Exchange Privilege
- ------------------

A shareholder may exchange the shares of any fund in the Trusts (in the
case of Class A shares of New England Adjustable Rate U.S. Government Fund, New
England Intermediate Term Tax Free Fund of California and New England
Intermediate Term Tax Free Fund of New York, only if such shares have been held
for at least six months) for shares of the same class of any other fund of the
Trusts (subject to the investor eligibility requirements of the fund into which
the exchange is being made) on the basis of relative net asset values at the
time of the exchange without any sales charge. If you own Class A or Class C
shares, you may also elect to exchange your shares of the Fund for Class A
shares of the Money Market Funds. On all exchanges of Class A shares subject to
a CDSC, the exchange stops the aging period relating to the CDSC. The aging
resumes only when an exchange is made back into shares of one of the Trusts. If
you own Class Y shares of the Fund, you may exchange those shares for Class Y
shares of other funds in the Trusts or for the Class A shares of the Money
Market Funds. These options are summarized in the prospectus. An exchange may be
effected, provided that neither the registered name nor address of the accounts
are different and provided that a certificate representing the shares being
exchanged has not been issued to the shareholder, by (1) a telephone request to
New England Funds, L.P. at (800) 223-7124 or (2) a written exchange request to
New England Funds, P.O. Box 8551, Boston, MA 02266-8551. You must acknowledge
receipt of a current prospectus for a Fund before an exchange for that Fund can
be effected.

The investment objectives of the other funds (besides the Fund) in the Trusts
and the Money Market Funds are as follows:

STOCK FUNDS:

NEW ENGLAND GROWTH FUND seeks long-term growth of capital through
investments in equity securities of companies whose earnings are expected to
grow at a faster rate than the United States economy.

NEW ENGLAND CAPITAL GROWTH FUND seeks long-term growth of capital.

NEW ENGLAND VALUE FUND seeks a reasonable long-term investment return from
a combination of market appreciation and dividend income from equity securities.

NEW ENGLAND BALANCED FUND seeks a reasonable long-term investment return
from a combination of long-tern capital appreciation and moderate current
income.

NEW ENGLAND GROWTH OPPORTUNITIES FUND seeks opportunities for long-term
growth of capital and income.

NEW ENGLAND INTERNATIONAL EQUITY FUND seeks total return from long-term
growth of capital and dividend income primarily through investment in a
diversified portfolio of marketable international equity securities.

-28-
<PAGE>

NEW ENGLAND STAR ADVISERS FUND seeks long-term growth of capital.

NEW ENGLAND STAR WORLDWIDE FUND seeks long-term growth of capital.

BOND FUNDS:

NEW ENGLAND GOVERNMENT SECURITIES FUND seeks a high level of current
income consistent with safety of principal by investing in U.S. Government
securities and engaging in transactions involving related options, futures and
options on futures.

NEW ENGLAND LIMITED TERM U.S. GOVERNMENT FUND seeks a high current return
consistent with preservation of capital.

NEW ENGLAND ADJUSTABLE RATE U.S. GOVERNMENT FUND seeks a high level of
current income consistent with low volatility of principal.

NEW ENGLAND STRATEGIC INCOME FUND seeks high current income with a
secondary objective of capital growth.

NEW ENGLAND BOND INCOME FUND seeks a high level of current income
consistent with what the Fund considers reasonable risk. The Bond Income Fund
invests primarily in corporate and U.S. Government bonds.

NEW ENGLAND HIGH INCOME FUND seeks high current income plus the
opportunity for capital appreciation to produce a high total return.

NEW ENGLAND TAX EXEMPT INCOME FUND seeks as high a level of current income
exempt from federal income taxes as is consistent with reasonable risk and
protection of shareholder's' capital. The Tax Exempt Income Fund invests
primarily in debt securities, the interest of which is, in the opinion of the
debt issuer's counsel, exempt from federal income tax ("tax exempt bonds"), and
may engage in transactions in financial futures contracts and options on
futures.

NEW ENGLAND MASSACHUSETTS TAX FREE INCOME FUND seeks as high a level of
current income exempt from federal income tax and Massachusetts personal income
taxes as Back Bay Advisors, the Fund's investment adviser, believes is
consistent with preservation of capital.

NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA seeks as high a
level of current income exempt from federal income tax and its state personal
income tax as is consistent with preservation of capital.

NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK seeks as high a
level of current income exempt from federal income tax and its state personal
income tax and New York City personal income tax as is consistent with
preservation of capital.

MONEY MARKET FUNDS:

New England Cash Management Trust -

-29-
<PAGE>

Money Market Series -- seeks maximum current income consistent with
-------------------
preservation of capital and liquidity.

U.S. Government Series -- seeks highest current income consistent with
----------------------
preservation of capital and liquidity.

New England Tax Exempt Money Market Trust seeks current income exempt from
federal income taxes consistent with preservation of capital and liquidity.

As of December 15, 1995, the net assets of the funds in the Trusts and the
Money Market Funds totaled over $5 billion.

An exchange constitutes a sale of shares for federal income tax purposes
in which the investor may realize a long- or short-term capital gain or loss.

Automatic Exchange Plan (Class A, B and C Shares)
- -------------------------------------------------

As described in the prospectus following the caption "Owning Fund Shares",
a shareholder may establish an Automatic Exchange Plan under which shares of the
Fund are automatically exchanged each month for shares of the same class of one
or more of the other funds in the Trusts. Registration on all accounts must be
identical. The exchanges are made on the 15th of each month or the first
business day thereafter if the 15th is not a business day until the account is
exhausted or until New England Funds, L.P. is notified in writing to terminate
the plan. Exchanges may be made in amounts of $500 or over ($1000 for spousal
IRAs). The Service Options Form is available from New England Funds, L.P. or
your financial representative to establish an Automatic Exchange Plan.

_____________________________________________________________________________

REDEMPTIONS
_____________________________________________________________________________

The procedures for redemption of shares of a Fund are summarized in the
prospectus. As described in the prospectus, a contingent deferred sales charge
(a "CDSC") may be imposed on certain purchases of Class A shares and on
purchases of Class B shares. For purposes of the CDSC, an exchange of shares
from the Fund to another series of the Trusts is not considered a redemption or
a purchase. For federal tax purposes, however, such an exchange is considered a
sale and a purchase and, therefore, would be considered a taxable event on which
you may recognize a gain or loss. In determining whether a CDSC is applicable to
a redemption of Class B shares, the calculation will be determined in the manner
that results in the lowest rate being charged. Therefore, it will be assumed
that the redemption is first of any Class A shares in the shareholder's Fund
account, second of shares held for over five years, third of shares issued in
connection with dividend reinvestment and fourth of shares held longest during
the five-year period. The charge will not be applied to dollar amounts
representing an increase in the net asset value of shares since the time of
purchase or reinvested distributions associated with such shares. Unless you
request otherwise at the time of redemption, the CDSC is deducted from the
redemption, not the amount remaining in the account.

To illustrate, assume an investor purchased 100 shares at $10 per share
(at a cost of $1,000) and in the second year after purchase, the net asset value
per share is $12

-30-
<PAGE>

and, during such time, the investor has acquired 10 additional shares under
dividend reinvestment. If at such time the investor makes his or her first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to the
CDSC because of dividend reinvestment. With respect to the remaining 40 shares,
the CDSC is applied only to the original cost of $10 per share and not to the
increase in the asset value of $2 per share. Therefore, $400 of the $600
redemption proceeds will be charged at a rate of 3% (the applicable rate in the
second year after purchase).

Signatures on redemption requests must be guaranteed by an "Eligible
Guarantor Institution," as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934. However, a signature guarantee will not be required if the proceeds
of the redemption do not exceed $100,000 and the proceeds check is made payable
to the registered owner(s) and mailed to the record address.

If you select the telephone redemption service in the manner described in
the next paragraph, shares of the Fund may be redeemed by calling toll free
(800) 225-5478. A wire fee, currently $5.00, will be deducted from the proceeds.
Telephone redemption requests must be received by the close of regular trading
on the New York Stock Exchange. Requests made after that time or on a day when
the New York Stock Exchange is not open for business cannot be accepted and a
new request on a later day will be necessary. The proceeds of a telephone
withdrawal will normally be sent on the first business day following receipt of
a proper redemption request.

In order to redeem shares by telephone, a shareholder must either select
this service when completing the Fund application or must do so subsequently on
the Service Options Form, available from your investment dealer. When selecting
the service, a shareholder must designate a bank account to which the redemption
proceeds should be sent. Any change in the bank account so designated may be
made by furnishing to your investment dealer a completed Service Options Form
with a signature guarantee. Whenever the Service Options Form is used, the
shareholder's signature must be guaranteed as described above. Telephone
redemptions may only be made if the designated bank is a member of the Federal
Reserve System or has a correspondent bank that is a member of the System. If
the account is with a savings bank, it must have only one correspondent bank
that is a member of the System.

The redemption price will be the net asset value per share (less any
applicable CDSC) next determined after the redemption request and any necessary
special documentation are received by State Street Bank or your investment
dealer in proper form. Payment normally will be made by State Street Bank on
behalf of the Fund within seven days thereafter. However, in the event of a
request to redeem shares for which the Fund has not yet received good payment,
the Fund reserves the right to withhold payments of redemption proceeds if the
purchase of shares was made by a check which was deposited less than fifteen
days prior to the redemption request (unless the Fund is aware that the check
has cleared).

The CDSC may be waived on redemptions made from IRA accounts due to
attainment of age 59 1/2 for IRA shareholders who established accounts prior to
January 3, 1995. The CDSC may also be waived on redemptions made from IRA
accounts due to death, disability, return of excess contribution, required
minimum distributions at age 70 1/2 (waivers apply only to amounts necessary to
meet the required minimum amount), certain withdrawals pursuant to a systematic
withdrawal plan, not to exceed 10% annually of the value of the account, and
redemptions made from the account to pay custodial fees.

-31-
<PAGE>

The CDSC may be waived on redemptions made from 403(b)(7) custodial
accounts due to attainment of age 59 1/2 for shareholders who established
custodial accounts prior to January 3, 1995.

The CDSC may also be waived on redemptions necessary to pay plan
participants or beneficiaries from qualified retirement plans under Section 401
of the Code, including profit sharing plans, money purchase plans, 401(k) and
custodial accounts under Section 403(b)(7) of the Code. Distributions necessary
to pay plan participants and beneficiaries include payments made due to death,
disability, separation from service, normal or early retirement as defined in
the plan document, loans from the plan and hardship withdrawals, return of
excess contributions, required minimum distributions at age 70 1/2 (waivers only
apply to amounts necessary to meet the required minimum amount), certain
withdrawals pursuant to a systematic withdrawal plan, not to exceed 10% annually
of the value of your account, and redemptions made from qualified retirement
accounts or Section 403(b)(7) custodial accounts necessary to pay custodial
fees.

A CDSC will apply in the event of plan level transfers, including
transfers due to changes in investment where assets are transferred outside of
New England Funds, including IRA and 403(b)(7) participant-directed transfers of
assets to other custodians (except for the reasons given above) or qualified
transfers of assets due to trustee-directed movement of plan assets due to
merger, acquisition or addition of additional funds to the plan.

The Fund will normally redeem shares for cash; however, the Fund reserves
the right to pay the redemption price wholly or partly in kind if the Trust's
board of trustees determines it to be advisable and in the interest of the
remaining shareholders of the Fund. If portfolio securities are distributed in
lieu of cash, the shareholder will normally incur brokerage commissions upon
subsequent disposition of any such securities. However, the Fund has elected to
be governed by Rule 18f-1 under the 1940 Act, pursuant to which the Fund is
obligated to redeem shares solely in cash for any shareholder during any 90-day
period up to the lesser of $250,000 or 1% of the total net asset value of the
Trust at the beginning of such period. The Fund does not currently intend to
impose any redemption charge (other than the CDSC imposed by the Distributor),
although it reserves the right to charge a fee not exceeding 1% of the
redemption price. A redemption constitutes a sale of shares for federal income
tax purposes on which the investor may realize a long- or short-term capital
gain or loss. See also "Income Dividends, Capital Gain Distributions and Tax
Status," below.

Reinstatement Privilege (Class A shares only)
- ---------------------------------------------

The prospectus describes redeeming shareholders' reinstatement privileges
for Class A shares. Written notice and the investment check from persons wishing
to exercise this reinstatement privilege must be received by your investment
dealer within 120 days after the date of the redemption. The reinstatement or
exchange will be made at net asset value next determined after receipt of the
notice and the investment check and will be limited to the amount of the
redemption proceeds or to the nearest full share if fractional shares are not
purchased.

Even though an account is reinstated, the redemption will constitute a
sale for federal income tax purposes. Investors who reinstate their accounts by
purchasing shares of the Fund

-32-
<PAGE>

should consult with their tax advisers with respect to the effect of the "wash
sale" rule if a loss is realized at the time of the redemption.
_____________________________________________________________________________

STANDARD PERFORMANCE MEASURES
_____________________________________________________________________________

Calculation of Total Return. Total return is a measure of the change in
---------------------------
value of an investment in the Fund over the period covered, which assumes that
any dividends or capital gains distributions are automatically reinvested in
shares of the same class of the Fund rather than paid to the investor in cash.
The formula for total return used by the Fund is prescribed by the Securities
and Exchange Commission and includes three steps: (1) adding to the total number
of shares of the particular class that would be purchased by a hypothetical
$1,000 investment in the Fund (with or without giving effect to the deduction of
sales charge or CDSC, if applicable) all additional shares that would have been
purchased if all dividends and distributions paid or distributed during the
period had been automatically reinvested; (2) calculating the value of the
hypothetical initial investment as of the end of the period by multiplying the
total of shares owned at the end of the period by the net asset value per share
of the relevant class on the last trading day of the period; (3) dividing this
account value for the hypothetical investor by the amount of the initial
investment, and annualizing the result for periods of less than one year. Total
return may be stated with or without giving effect to any expense limitations in
effect for the Fund.

Performance Comparisons
- -----------------------

Total Return. Total returns will generally be higher for Class A shares
------------
than for Class B and C shares of the Fund, because of the higher levels of
expenses borne by the Class B and C shares. Because of its lower operating
expenses, Class Y shares of the Fund can be expected to achieve a higher total
return than the Fund's Class A, B and C shares. The Fund may from time to time
include total return in advertisements or in information furnished to present or
prospective shareholders. The Funds may from time to time include in
advertisements its total return and the ranking of those performance figures
relative to such figures for groups of mutual funds categorized by Lipper
Analytical Services as having similar investment objectives.

Total return may also be used to compare the performance of the Fund
against certain widely acknowledged standards or indices for stock and bond
market performance or against the U.S. Bureau of Labor Statistics' Consumer
Price Index.

The Standard & Poor's Composite Index of 500 Stocks (the "S&P 500") is a
market value-weighted and unmanaged index showing the changes in the aggregate
market value of 500 stocks relative to the base period 1941-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the New York
Stock Exchange, although the common stocks of a few companies listed on the
American Stock Exchange or traded over-the-counter are included. The 500
companies represented include 400 industrial, 60 transportation and 40 financial
services concerns. The S&P 500 represents about 80% of the market value of all
issues traded on the New York Stock Exchange.

The Salomon Brothers World Government Bond Index includes a broad range of
institutionally-traded fixed-rate government securities issued by the national
governments of the nine countries whose securities are most actively traded. The
index generally excludes

-33-
<PAGE>

floating- or variable-rate bonds, securities aimed principally at non-
institutional investors (such as U.S. Savings Bonds) and private-placement type
securities.

The Shearson Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all quasi-
federal corporations; and all corporate debt guaranteed by the U.S. Government.
Mortgage backed securities, flower bonds and foreign targeted issues are not
included in the SL Government Index.

The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion. To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rated
agency.

The Dow Jones Industrial Average is a market value-weighted and unmanaged
index of 30 large industrial stocks traded on the New York Stock Exchange.

The Merrill Lynch High Yield Index includes over 750 issues and represents
public debt greater than $10 million (original issuance rated BBB/BB and below),
and the First Boston High Yield Index includes over 350 issues and represents
all public debt greater than $100 million (original issuance and rated BBB/BB
and below).

The Salomon Brothers Broad Investment Grade Bond Index is a price
composite of a broad range of institutionally based U.S. Government mortgage-
backed and corporate debt securities of investment outstanding of at least $1
million and with a remaining period to maturity of at least one year.

The Consumer Price Index, published by the U.S. Bureau of Labor
Statistics, is a statistical measure of changes, over time, in the prices of
goods and services in major expenditure groups.

Lipper Analytical Services, Inc. is an independent service that monitors
the performance of over 1,300 mutual funds, and calculates total return for the
funds grouped by investment objective.

The Morgan Stanley Capital International Europe, Australia and Far East
(Gross Domestic Product) Index (the "EAFE Index") is a market-value weighted and
unmanaged index of common stocks traded outside the U.S. The stocks in the index
are selected with reference to national and industry representation and weighted
in the EAFE Index according to their relative market value (market price per
share times the number of shares outstanding).

The Morgan Stanley Capital International Europe, Australia and Far East
Index (the "EAFE [GDP] Index") is a market-value weighted and unmanaged index of
common stocks traded outside the U.S. The stocks in the index are selected with
reference to national and industry representation and weighted in the EAFE (GDP)
Index according to their relative market values. The relative market value of
each country is further weighted with reference to the country's relative gross
domestic product.

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<PAGE>

The Fund may compare its performance to the Salomon-Russell Broad Market
Index Global X-US and to universes of similarly managed investment pools
compiled by Frank Russell Company and Intersec Research Corporation.

Articles and releases, developed by the Fund and other parties, about the
Fund regarding performance, rankings, statistics and analyses of the Fund's and
the fund group's asset levels and sales volumes, numbers of shareholders by fund
or in the aggregate for New England Funds, statistics and analyses of industry
sales volumes and asset levels, and other characteristics may appear in
advertising, promotional literature, publications, including, but not limited
to, those publications listed in Appendix B to this Statement and on various
computer networks, for example, the Internet. In particular, some or all of
these publications may publish their own rankings or performance reviews of
mutual funds, including the Fund. References to or reprints of such articles may
be used in the Funds' advertising and promotional literature. Such advertising
and promotional material may refer to NEIC, its structure, goals and objectives
and the advisory subsidiaries of NEIC, including their portfolio management
responsibilities, portfolio managers and their categories and background; their
tenure, styles and strategies and their shared commitment to fundamental
investment principles and may identify specific clients, as well as discuss the
types of institutional investors who have selected the advisers to manage their
investment portfolios and the reasons for that selection. The references may
discuss the independent, entrepreneurial nature of each advisory organization
and allude to or include excerpts from articles appearing in the media regarding
NEIC, its advisory subsidiaries and their personnel. For additional information
about the Fund's advertising and promotional literature, see Appendix C.

The Fund may enter into arrangements with banks exempted from registration
under the Securities Exchange Act of 1934. Advertising and sales literature
developed to publicize such arrangements will explain the relationship of the
bank to New England Funds and New England Funds, L.P. as well as the services
provided by the bank relative to the Fund. The material may identify the bank by
name and discuss the history of the bank including, but not limited to, the type
of bank, its asset size, the nature of its business and services and its status
and standing in the industry.

The Fund may use the accumulation charts below in their advertisements to
demonstrate the benefits of monthly savings at an 8% and 10% rate of return,
respectively.

<TABLE>
<CAPTION>
INVESTMENTS AT 8% RATE OF RETURN

5 YRS. 10 15 20 25 30
<S> <C> <C> <C> <C> <C> <C>
$ 50 3,698 9,208 17,417 29,647 47,868 75,015
75 5,548 13,812 26,126 44,471 71,802 112,522
100 7,396 18,417 34,835 59,295 95,737 150,029
150 11,095 27,625 52,252 88,942 143,605 225,044
200 14,793 36,833 69,669 118,589 191,473 300,059
500 36,983 92,083 174,173 296,474 478,683 750,148
</TABLE>

-35-
<PAGE>

<TABLE>
<CAPTION>
INVESTMENTS AT 10% RATE OF RETURN

5 YRS. 10 15 20 25 30
<S> <C> <C> <C> <C> <C> <C>
$ 50 3,904 10,328 20,896 38,285 66,895 113,966
75 5,856 15,491 31,344 57,427 100,342 170,949
100 7,808 20,655 41,792 76,570 133,789 227,933
150 11,712 30,983 62,689 114,855 200,684 341,899
200 15,616 41,310 83,585 153,139 267,578 455,865
500 39,041 103,276 208,962 382,848 668,945 1,139,663
</TABLE>

The Fund's advertising and sales literature may refer to historical,
current and prospective political, social, economic and financial trends and
developments that affect domestic and international investment as it relates to
any of the New England Funds. For example, the advertising and sales literature
of any of the New England Funds, but particularly that of Growth Fund of Israel,
New England Star Worldwide Fund and New England International Equity Fund, may
discuss all of the above international developments, including but not limited
to, international developments involving Europe, North and South America, Asia,
the Middle East and Africa, as well as events and issues affecting specific
countries, including but not limited to, the United States and Israel, that
directly or indirectly may have had consequences for the New England Funds or
may have influenced past performance or may influence current or prospective
performance of the New England Funds. The Fund's advertising and sales
literature may also include historical and current performance and total returns
of investment alternatives to the New England Funds. Articles, releases,
advertising and literature may discuss the range of services offered by the
Trusts and New England Funds, L.P., as distributor and transfer agent of the
Trusts, with respect to investing in shares of the Trusts and customer service.
Such materials may discuss the multiple classes of shares available through the
Trusts and their features and benefits, including the details of the pricing
structure.

Advertising and sales literature may also refer to the beta coefficient of
the New England Funds. A beta coefficient is a measure of systematic or
undiversifiable risk of a stock. A beta coefficient of more than 1 means that
the company's stock has shown more volatility than the market index (e.g. the
S&P 500) to which it is being related. If the beta is less than 1, it is less
volatile than the market average to which it is being compared. If it equals 1,
its risk is the same as the market index. High variability in stock price may
indicate greater business risk, instability in operations and low quality of
earnings. The beta coefficients of the New England Funds may be compared to the
beta coefficients of other funds.

In addition, sales literature may be published concerning topics of
general investor interest for the benefit of registered representatives and the
Fund's prospective shareholders. These materials may include, but are not
limited to, discussions of college planning, retirement planning, reasons for
investing and historical examples of the investment performance of various
classes of securities, securities markets and indices.

-36-
<PAGE>

_____________________________________________________________________________

INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS
_____________________________________________________________________________

As described in the Fund's prospectus, it is the policy of the Fund to pay
its shareholders, as dividends, substantially all net investment income and to
distribute annually all net realized long-term capital gains, if any, after
offsetting any capital loss carryovers.

Income dividends and capital gain distributions are payable in full and
fractional shares of the relevant class of the Fund based upon the net asset
value determined as of the close of the New York Stock Exchange on the record
date for each dividend or distribution. Shareholders, however, may elect to
receive their income dividends or capital gain distributions, or both, in cash.
The election may be made at any time by submitting a written request directly to
New England Funds. In order for a change to be in effect for any dividend or
distribution, it must be received by New England Funds on or before the record
date for such dividend or distribution.

As required by federal law, detailed federal tax information will be
furnished to each shareholder for each calendar year on or before January 31 of
the succeeding year.

The Fund intends to qualify each year as a regulated investment company
under Subchapter M of the Code. In order to qualify, the Fund must, among other
things (i) derive at least 90% of its gross income from dividends, interest,
payments with respect to certain securities loans, gains from sale of securities
or foreign currencies, or other income (including but not limited to gains from
options, futures or forward contracts) derived with respect to its business of
investing in such stock, securities or currencies; (ii) derive less than 30% of
its gross income from gains from the sale or other disposition of securities
held for less than three months; (iii) distribute at least 90% of its dividend,
interest and certain other taxable income each year; and (iv) at the end of each
fiscal quarter maintain at least 50% of the value of its total assets in cash,
government securities, securities of other regulated investment companies, other
securities of issuers which represent, with respect to each issuer, no more than
5% of the value of the Fund's total assets and 10% of the outstanding voting
securities of such issuer, and with no more than 25% of its assets invested in
the securities (other than those of the U.S. government or other regulated
investment companies) of any one issuer or of two or more issuers which the Fund
controls and which are engaged in the same, similar or related trades and
businesses. So long as it qualifies for treatment as a regulated investment
company, the Fund will not be subject to federal income tax on income paid to
its shareholders in the form of dividends or capital gains distributions.

An excise tax at the rate of 4% will be imposed on the excess, if any, of
the Fund's "required distribution" over its actual distributions in any calendar
year. Generally, the "required distribution" is 98% of the Fund's ordinary
income for the calendar year plus 98% of its capital gain net income recognized
during the one-year period ending on October 31 (or December 31, if the Fund so
elects) plus undistributed amounts from prior years. The Fund intends to make
distributions sufficient to avoid imposition of the excise tax. Distributions
declared by the Fund during October, November or December to shareholders of
record on a date in any such month and paid by the Fund during the following
January will be treated for federal tax purposes as paid by the Fund and
received by shareholders on December 31 of the year in which declared.

-37-
<PAGE>

Shareholders of the Fund will be subject to federal income taxes on
distributions made by the Fund whether received in cash or additional shares of
the Fund. Distributions by the Fund of net income and short-term capital gains,
if any, will be taxable to shareholders as ordinary income. Distributions of
long-term capital gains, if any, will be taxable to shareholders as long-term
capital gains, without regard to how long a shareholder has held shares of the
Fund. A loss on the sale of shares held for 6 months or less will be treated as
a long-term capital loss to the extent of any long-term capital gain dividend
paid to the shareholder with respect to such shares.

Dividends and distributions on Fund shares received shortly after their
purchase, although in effect a return of capital, are subject to federal income
taxes.

The Fund may be eligible to make and, if eligible, may make an election
under Section 853 of the Code so that its shareholders will be able to claim a
credit or deduction on their income tax returns for, and will be required to
treat as part of the amounts distributed to them, their pro rata portion of
qualified taxes paid by the Fund to Israel and other foreign countries. The
ability of shareholders of the Fund to claim a foreign tax credit is subject to
certain limitations imposed by Section 904 of the Code, which in general limit
the amount of foreign tax that may be used to reduce a shareholder's U.S. tax
liability to that amount of U.S. tax which would be imposed on the amount and
type of income in respect of which the foreign tax was paid. A shareholder who
for U.S. income tax purposes claims a foreign tax credit in respect of Fund
distributions may not claim a deduction for foreign taxes paid by the Fund,
regardless of whether the shareholder itemizes deductions. Also, under Section
63 of the Code, no deduction in respect of income taxes paid by the Fund to
foreign countries may be claimed by shareholders who do not itemize deductions
on their federal income tax returns. The Fund will notify shareholders each year
of the amount for dividends and distributions and the shareholder's pro rata
share of qualified taxes paid by the Fund to foreign countries.

The Fund's transactions, if any, in foreign currencies are likely to
result in a difference between the Fund's book income and taxable income. This
difference may cause a portion of the Fund's income distributions to constitute
a return of capital for tax purposes or require the Fund to make distributions
exceeding book income to avoid excise tax liability and to qualify as a
regulated investment company.

The Fund may own shares in certain foreign investment entities, referred
to as "passive foreign investment companies." In order to avoid U.S. federal
income tax, and an additional charge on a portion of any "excess distribution"
from such companies or gain from the disposition of such shares, the Fund may
elect to "mark to market" annually its investments in such entities and to
distribute any resulting net gain to shareholders. As a result, the Fund may be
required to sell securities it would have otherwise continued to hold in order
to make distributions to shareholders in order to avoid any Fund-level tax.

Redemptions and exchanges of the Fund's shares are taxable events and,
accordingly, shareholders may realize gains and losses on these transactions. If
shares have been held for more than one year, gain or loss realized will be
long-term capital gain or loss, provided the shareholder holds the shares as a
capital asset. Furthermore, no loss will be allowed on the sale of Fund shares
to the extent the shareholder acquired other shares of the Fund within 30 days
prior to the sale of the loss shares or 30 days after such sale.

-38-
<PAGE>

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and related regulations currently in effect. For the
complete provisions, reference should be made to the pertinent Code sections and
regulations. The Code and regulations are subject to change by legislative or
administrative actions.

Dividends and distributions also may be subject to state and local taxes.
Shareholders are urged to consult their tax advisers regarding specific
questions as to federal, state or local taxes.

The foregoing discussion relates solely to U.S. federal income tax law.
Non-U.S. investors should consult their tax advisers concerning the tax
consequences of ownership of shares of the Fund, including the possibility that
distributions may be subject to a 30% United States withholding tax (or a
reduced rate of withholding provided by treaty).

ISRAELI TAXES

The following is a short summary of the tax structure applicable to
corporations in Israel with reference to its effect on the Fund. The following
discussion is partially based on enacted Israeli legislation that has not been
subjected to judicial or administrative interpretation. There can be no
assurance that views expressed herein will be accepted by the courts or by the
Israeli Tax Commission.

Capital Gains Tax. The Israeli Income Tax Ordinance [New Version] (the
"Ordinance") imposes a tax on capital gains derived by residents of Israel, or
by non-residents of Israel who sell assets which represent a direct or an
indirect interest in Israeli assets. The Fund, however, will generally be exempt
from such capital gains tax, as discussed below.

The Ordinance distinguishes between the "Real Gain" and the "Inflationary
Surplus." The Real Gain is the excess of the total capital gain over the
Inflationary Surplus, computed on the basis of the increase in the Consumer
Price Index (the "CPI"), or in the case of foreign residents, on the basis of
the devaluation of the New Israel Shekel against the currency of the purchase,
between the date of purchase and the date of sale. The Inflationary Surplus
accumulated until December 31, 1993 is taxed at a rate of 10% for residents of
Israel, and is reduced to no tax for non-residents if calculated according to
the exchange rate of the foreign currency lawfully invested in shares of an
Israeli resident company. The Real Gain is added to ordinary income which is
taxed at ordinary rates of 30% to 50% for individuals and 37% for corporations
(declining to 36% in 1996 and thereafter). Inflationary Surplus accumulated from
and after December 31,1993 is exempt from any capital gains tax.

Pursuant to the Convention between the Government of the United States of
America and the Government of Israel with Respect to Taxes on Income (the
"Treaty"), the sale, exchange or disposition of securities by a person, such as
the Fund, qualifying as a resident of the United States within the meaning of
the U.S.-Israel Tax Treaty and entitled to claim the benefits afforded to such
resident by the Treaty (a "Treaty U.S. Resident") will not be subject to the
Israeli capital gains tax unless such Treaty U.S. Resident holds, directly or
indirectly, shares representing 10% or more of the voting power of the
corporation whose securities the Treaty U.S. Resident sells, exchanges or
disposes of, during any part of the 12-month period preceding such sale,
exchange or disposition. It is expected that the Fund will rarely, if ever, hold
10% or more than 10% of the outstanding voting securities of any issuer.) A
Treaty U.S. Resident who is not exempt from Israeli capital gains tax would

-39-
<PAGE>

be permitted to claim a credit for such taxes against the U.S. income tax
imposed with respect to such sale, exchange or disposition, subject to the
limitation in U.S. laws applicable to foreign tax credits.

Israeli law currently provides for an exemption from capital gains tax on
gains from the sale of securities (including shares, debt securities and
warrants) that are traded on the TASE, provided that the seller did not hold the
securities prior to their listing on the TASE. In addition, gains from the sale
of shares of Israeli corporations defined as "Industrial Companies" or
"Industrial Holding Companies" that are traded on certain non-Israeli (including
U.S.) exchanges or through NASDAQ are exempted from capital gains tax, provided
that the shares were not acquired by the seller prior to their listing. The
securities to which the exemption currently applies are referred to in this
section as "Exchange-Listed Securities"

The current exemptions apply only where the gains from the sale of
securities are deemed "capital gains." Persons who are engaged in the business
of buying and selling securities in Israel are subject to ordinary income tax,
and therefore the exemptions from capital gains tax are inapplicable to such
investors. Pursuant to the Treaty, business profits of Treaty U.S. Residents,
including those of Treaty U.S. Residents engaged in the business of buying and
selling securities in Israel, are exempt from Israeli income tax, unless such
Treaty U.S. Resident has a permanent establishment in Israel within the meaning
of the Treaty. The Fund has been advised it will qualify as a Treaty U.S.
Resident and that its activities will not cause the Fund to be deemed to have a
permanent establishment in Israel pursuant to the Treaty, and thus the Fund
anticipates that it will not be subject to Israeli income tax on gains from the
purchase and sale of securities.

Withholding Tax on Payments of Dividends and Interest. Non-residents of
Israel, including the Fund, are subject to Israeli income tax on income accrued
or derived from sources in Israel or received in Israel. Generally, on
distributions of dividends other than bonus shares (stock dividends), income tax
at a rate of 25% is withheld at the source. This tax is reduced to 15% with
respect to dividends distributed from income generated by an "Approved
Enterprise" (i.e. from those portions of a company's operations which have been
granted such status under Israel's Law for the Encouragement of Capital
Investments) to a corporation (which would include the Fund for this purpose)
that holds 10% or more of the voting stock interests in the paying corporation.
(As noted above, it is expected that the Fund will rarely, if ever, hold 10% or
more of a corporation's voting stock.) Interest paid on debt securities is
generally subject to income tax a rate of 25%. However, pursuant to the Treaty,
such rate is reduced to 17.5% for Treaty U.S. Residents.

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<PAGE>

APPENDIX A
DESCRIPTION OF BOND RATINGS

STANDARD & POOR'S CORPORATION
- -----------------------------

AAA

This is the highest rating assigned by Standard & Poor's to a debt obligation
and indicates an extremely strong capacity to pay interest and repay principal.

Bonds rated AA also qualify as high quality debt obligations. Capacity to pay
interest and repay principal is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay interest and
repay principal. Whereas they normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to repay principal and pay interest for bonds in this
category than for bonds in higher rated categories.

BB, B, CCC, CC, C

Bonds rated BB, B, CCC, CC and C are regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree of speculation. While such bonds will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

The rating CI is reserved for income bonds on which no interest is being paid.

Bonds rated D are in default, and payment of interest and/or repayment of
principal is in arrears.

Plus (+) or Minus (-); The ratings from "AA' to "B" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

-41-
<PAGE>

MOODY'S INVESTORS SERVICE, INC.
- -------------------------------

Aaa
Bonds that are rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge".
Interest payments are protected by a large, or by an exceptionally stable,
margin, and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa
Bonds that are rated Aa are judged to be high quality by all standards. Together
with the Aaa group they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present that make the long-term
risks appear somewhat larger than in Aaa securities.

A
Bonds that are rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.

Baa
Bonds that are rated Baa are considered as medium grade obligations; i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present, but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and, if fact, have
speculative characteristics as well.

Ba
Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate, and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa
Bonds which are rated Caa are of poor standing. Such issues may be in default of
there may be present elements of danger with respect to principal or interest.

Ca
Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

-42-
<PAGE>

C
Bonds which are rated C are the lowest rated class of bonds, and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Should no rating be assigned by Moody's, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities that are not
rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed in which case the rating is not
published in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is not longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa1,
A1, Baa1, and B1.

-43-
<PAGE>

APPENDIX B
PUBLICATIONS THAT MAY CONTAIN FUND INFORMATION

ABC and affiliates
Adam Smith's Money World
America On Line
Anchorage Daily News
Atlanta Constitution
Atlanta Journal
Arizona Republic
Austin American Statesman
Baltimore Sun

Bank Investment Marketing
Barron's
Bergen County Record (NJ)
Bloomberg Business News
Bond Buyer
Boston Business Journal
Boston Globe
Boston Herald
Broker World
Business Radio Network
Business Week
CBS and affiliates
CFO
Changing Times
Chicago Sun Times
Chicago Tribune
Christian Science Monitor
Christian Science Monitor News Service
Cincinnati Enquirer
Cincinnati Post
CNBC
CNN
Columbus Dispatch
CompuServe
Dallas Morning News
Dallas Times-Herald
Denver Post
Des Moines Register
Detroit Free Press
Donoghues Money Fund Report
Dorfman, Dan (syndicated column)
Dow Jones News Service
Economist
FACS of the Week

Fee Adviser
Financial News Network
Financial Planning
Financial Planning on Wall Street
Financial Research Corp.

-44-
<PAGE>

Financial Services Week
Financial World
Fitch Insights
Forbes
Fort Worth Star-Telegram
Fortune
Fox Network and affiliates
Fund Action
Fund Decoder
Global Finance
(the) Guarantor
Hartford Courant
Houston Chronicle
INC
Indianapolis Star
Individual Investor
Institutional Investor
International Herald Tribune

Investment Advisor
Investment Company Institute
Investment Dealers Digest
Investment Profiles
Investment Vision
Investor's Daily
IRA Reporter
Journal of Commerce
Kansas City Star
KCMO (Kansas City)
KOA-AM (Denver)
LA Times
Leckey, Andrew (syndicated column)
Lear's
Life Association News
Lifetime Channel
Miami Herald
Milwaukee Sentinel
Money
Money Maker
Money Management Letter
Morningstar
Mutual Fund Market News

Mutual Funds Magazine
National Public Radio
National Underwriter
NBC and affiliates
New England Business
New England Cable News
New Orleans Times-Picayune
New York Daily News
New York Times
Newark Star Ledger

-45-
<PAGE>

Newsday
Newsweek
Nightly Business Report
Orange County Register
Orlando Sentinel
Palm Beach Post
Pension World
Pensions and Investments
Personal Investor
Philadelphia Inquirer
Porter, Sylvia (syndicated column)
Portland Oregonian
Prodigy
Public Broadcasting Service
Quinn, Jane Bryant (syndicated column)
Registered Representative
Research Magazine
Resource
Reuters
Rocky Mountain News
Rukeyser's Business (syndicated column)
Sacramento Bee
San Diego Tribune
San Francisco Chronicle
San Francisco Examiner
San Jose Mercury
Seattle Post-Intelligencer
Seattle Times
Securities Industry Management
Smart Money
St. Louis Post Dispatch
St. Petersburg Times
Standard & Poor's Outlook
Standard & Poor's Stock Guide
Stanger's Investment Advisor
Stockbroker's Register
Strategic Insight
Tampa Tribune
Time
Tobias, Andrew (syndicated column)
Toledo Blade
UPI
US News and World Report
USA Today
USA TV Network
Value Line
Wall St. Journal
Wall Street Letter
Wall Street Week
Washington Post
WBZ

-46-
<PAGE>

WBZ-TV
WCVB-TV
WEEI
WHDH
Worcester Telegram
Worth Magazine
WRKO

-47-
<PAGE>

APPENDIX C
ADVERTISING AND PROMOTIONAL LITERATURE

References may be included in New England Funds' advertising and
promotional literature to New England Investment Companies ("NEIC") and its
affiliates that perform advisory functions for New England Funds including, but
not limited to: Back Bay Advisors, L.P., Harris Associates L.P., Loomis, Sayles
and Company, L.P., Westpeak Investment Advisors, L.P., Capital Growth Management
Limited Partnership and Draycott Partners, Ltd.

References may be included in New England Funds' advertising and
promotional literature to NEIC affiliates that do not perform advisory or
subadvisory functions for the Funds including, but not limited to, New England
Investment Associates, L.P., Copley Real Estate Advisors, L.P., Marlborough
Capital Advisors, L.P., Reich & Tang Capital Management and Reich and Tang
Mutual Funds Group.

References to subadvisers unaffiliated with NEIC that perform subadvisory
functions on behalf of New England Funds may be contained in New England Funds'
advertising and promotional literature including, but not limited to, Berger
Associates, Inc., Janus Capital Corporation and Founders Asset Management, Inc.

New England Funds' advertising and promotional material will include, but
is not limited to, discussions of the following information about the above
entities:

Specific and general investment emphasis, specialties, competencies,
operations and functions

Specific and general investment philosophies, strategies, processes and
techniques

Specific and general sources of information, economic models, forecasts
and data services utilized, consulted or considered in the course of providing
advisory or other services

The corporate histories, founding dates and names of founders of the
entities

Awards, honors and recognition given to the firms

The names of those with ownership interest and the percentage of ownership

Current capitalization, levels of profitability and other financial
information

Identification of portfolio managers, researchers, economists, principals
and other staff members and employees

The specific credentials of the above individuals, including but not
limited to, previous employment, current and past positions, titles and duties
performed, industry experience, educational background and degrees, awards and
honors

Specific identification of, and general reference to, current individual,
corporate and institutional clients, including pension and profit sharing plans

Current and historical statistics about:

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- total dollar amount of assets managed

- New England Funds' assets managed in total and by Fund

- the growth of assets

- asset types managed

- numbers of principal parties and employees, and the length of their
tenure, including officers, portfolio managers, researchers, economists,
technicians and support staff

- the above individuals' total and average number of years of industry
experience and the total and average length of their service to the
adviser or the subadviser

Specific and general references to portfolio managers and funds that they
serve as portfolio manager of, other than New England Funds, and those
families of funds, other than New England Funds, including but not limited to,
New England Star Advisers Fund (the "Star Advisers Fund") portfolio manager
Rodney L. Linafelter of Berger Associates, Inc. and Berger Funds, who also
serves as portfolio manager of the Berger 100 Fund; Star Advisers Fund
portfolio manager Warren B. Lammert of Janus Capital Corporation and Janus
Funds, who also serves as portfolio manager of Janus Mercury Fund, and New
England Star Worldwide Fund (the "Star Worldwide Fund") portfolio manager
Helen Young Hayes, also of Janus Capital Corporation and Janus Funds, who
serves as portfolio manager of the Janus Worldwide Fund, IDEX II Series Fund -
IDEX II Global Portfolio and Janus Aspen Series - Worldwide Growth Portfolio;
Star Worldwide Fund portfolio managers Josephine S. Jimenez and Bryan L.
Sudweeks of Montgomery Asset Management, L.P., who also serve as portfolio
managers of Montgomery Emerging Markets Fund; Star Advisers Fund portfolio
manager Edward F. Keely and Star Worldwide Fund portfolio manager Michael W.
Gerding of Founders Asset Management, Inc. and Founders Funds, who also serve
as portfolio managers of Founders Growth Fund and Founders Worldwide Growth
Fund, respectively; and Star Advisers Fund portfolio managers Jeffrey C.
Petherick and Mary Champagne of Loomis, Sayles & Company, L.P. and Loomis
Sayles Funds, who also serve as portfolio managers of the Loomis Sayles Small
Cap Fund. Specific and general references may be made to the Loomis Sayles
Funds, the Loomis Sayles Bond Fund and Daniel Fuss, who serves as portfolio
manager of New England Strategic Income Fund and the Loomis Sayles Bond Fund;
and Star Worldwide Fund portfolio manager Robert J. Sanborn and Fund and Star
Worldwide Fund portfolio manager David G. Herro of Harris Associates L.P. and
Oakmark Funds, who also serve as portfolio managers of The Oakmark Fund and
The Oakmark International Fund, respectively. Any such references will
indicate that New England Funds and the other funds of the managers differ as
to performance, objectives, investment restrictions and limitations, portfolio
composition, asset size and other characteristics, including fees and
expenses. References may also be made to industry rankings and ratings of the
Star Worldwide Fund and other funds managed by that fund's subadvisers,
including but not limited to those provided by Morningstar, Lipper Analytical
Services, Forbes and Worth.

In addition, communications and materials developed by New England Funds
will make reference to the following information about NEIC and its affiliates:

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NEIC is the fifth largest publicly traded manager in the U.S. listed on
the New York Stock Exchange. NEIC maintains over $78 billion in assets under
management. Clients serviced by NEIC and its affiliates, besides New England
Funds, are wealthy individuals, major corporations and large institutions.

Back Bay Advisors, L.P. employs a conservative style of management
emphasizing short and intermediate term securities to reduce volatility, adds
value through careful continuous credit analysis and has expertise in
government, corporate and tax-free municipal bonds and equity securities. Among
its clients are Boston City Retirement System, Public Service Electric and Gas
of New Jersey, Petrolite Corp. and General Mills.

Draycott Partners, Ltd. specializes in international stocks and tracks key
world markets and economic trends from offices in London and Boston. Its
investment approach is based on concentration on "blue chip" companies in
stable, growing economies and is guided by independent, non-consensus thinking.
It monitors country weightings with strict attention to risk control to promote
long-term returns.

Capital Growth Management, L.P. seeks to deliver exceptional growth for
its clients through the selection of stocks with the potential to outperform the
market and grow at a faster rate than the U.S. economy. Among its approaches are
pursuit of growth 50% above the Standard & Poor's Index of 500 Common Stocks,
prompt responses to changes in the market or economy and aggressive, highly
concentrated portfolios.

Loomis, Sayles & Company, L.P. is one of the oldest and largest investment
firms in the U.S. and has provided investment counseling to individuals and
institutions since 1926. Characteristic of Loomis Sayles is that it has one of
the largest staffs of research analysts in the industry, practices strict buy
and sell disciplines and focuses on sound value in stock and bond selection.
Among its clients are large corporations such as Chrysler, Mobil Oil and Revlon.

Westpeak Investment Advisors, L.P. ("Westpeak") employs proprietary
research and a disciplined stock selection process that seeks rigorously to
control unnecessary risk. Its investment process is designed to evaluate when
value and growth styles - two primary approaches to stock investing - hold
potential for reward. Over seventy fundamental attributes are continuously
analyzed by Westpeak's experienced analysts and sophisticated computer systems.
The results are assessed against Wall Street's consensus thinking, in pursuit of
returns in excess of appropriate benchmarks. The value/growth strategy is a
unique blend of investment styles, seeking opportunities for increased return
with reduced risk. Among the keys to Westpeak's investment process are
continuous review of timely, accurate data on over 3600 companies, analysis of
dozens of factors for excess return potential and identification of overvalued
and undervalued stocks.

Harris Associates L.P. is a Chicago-based investment management company
with more than $7.6 billion in assets under management, comprised of the $4
billion Oakmark Fund Group and $3.6 billion in individual and institutional
assets.

Harris Associates L.P.'s investment philosophy is predicated on the belief
that over time market price and value coverage and that investment in securities
priced significantly below long-term value presents that best opportunity to
achieve long-term growth of capital.

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On June 30, 1995, NEIC purchased the assets of Graystone Partners, L.P.
("Graystone"), a Chicago-based consulting firm focusing exclusively on working
with the wealthiest families in the country. Founded in 1993, Graystone
specializes in assisting high net worth families in developing asset allocation
strategies, identifying appropriate portfolio managers and the monitoring of
investment performance.

References may be included in New England Funds' advertising and
promotional literature about its 401(k) and retirement plans. The information
may include, but is not limited to:

Specific and general references to industry statistics regarding 401(k) and
retirement plans including historical information and industry trends and
forecasts regarding the growth of assets, numbers of plans, funding vehicles,
participants, sponsors and other demographic data relating to plans,
participants and sponsors, third party and other administrators, benefits
consultants and firms including, but not limited to, DC Xchange, William
Mercer and other organizations involved in 401(k) and retirement programs with
whom New England Funds may or may not have a relationship.

Specific and general reference to comparative ratings, rankings and other
forms of evaluation as well as statistics regarding the New England Funds as a
401(k) or retirement plan funding vehicle produced by, including, but not
limited to, Access Research, Dalbar, Investment Company Institute and other
industry authorities, research organizations and publications.

Specific and general discussion of economic, legislative, and other
environmental factors affecting 401(k) and retirement plans, including but not
limited to, statistics, detailed explanations or broad summaries of:

-past, present and prospective tax regulation, IRS requirements and rules,
including, but not limited to reporting standards, minimum distribution
notices, Form 5500, Form 1099R and other relevant forms and documents,
Department of Labor rules and standards and other regulation. This
includes past, current and future initiatives, interpretive releases and
positions of regulatory authorities about the past, current or future
eligibility, availability, operations, administration, structure,
features, provisions or benefits of 401(k) and retirement plans

-information about the history, status and future trends of Social
Security and similar government benefit programs including, but not
limited to, eligibility and participation, availability, operations and
administration, structure and design, features, provisions, benefits and
costs

-current and prospective ERISA regulation and requirements.

Specific and general discussion of the benefits of 401(k) investment and
retirement plans, and, in particular, the New England Funds 401(k) and
retirement plans, to the participant and plan sponsor, including explanations,
statistics and other data, about:

-increased employee retention

-reinforcement or creation of morale

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-deductibility of contributions for participants

-deductibility of expenses for employers

-tax deferred growth, including illustrations and charts

-loan features and exchanges among accounts

-educational services materials and efforts, including, but not limited
to, videos, slides, presentation materials, brochures, an investment
calculator, payroll stuffers, quarterly publications, releases and
information on a periodic basis and the availability of wholesalers and
other personnel.

Specific and general reference to the benefits of investing in mutual funds
for 401(k) and retirement plans, and, in particular, New England Funds and
investing in its 401(k) and retirement plans, including but not limited to:

-the significant economies of scale experienced by mutual fund companies
in the 401(k) and retirement benefits arena

-broad choice of investment options and competitive fees

-plan sponsor and participant statements and notices

-the plan prototype, summary descriptions and board resolutions

-plan design and customized proposals

-trusteeship, record keeping and administration

-the services of State Street Bank, including but not limited to, trustee
services and tax reporting

-the services of DST and BFDS, including but not limited to, mutual fund
processing support, participant 800 numbers and participant 401(k)
statements

-the services of Trust Consultants Inc. (TCI), including but not limited
to, sales support, plan record keeping, document service support, plan
sponsor support, compliance testing and Form 5500 preparation.

Specific and general reference to the role of the investment dealer and the
benefits and features of working with a financial professional including:

-access to expertise on investments

-assistance in interpreting past, present and future market trends and
economic events

-providing information to clients including participants during enrollment
and on an ongoing basis after participation

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-promoting and understanding the benefits of investing, including mutual
fund diversification and professional management.

New England Funds, L.P. will make reference in its advertising and sales
literature to awards, citations and honors bestowed on it by industry
organizations and other observers and rathers including, but not limited to,
Dalbar's Quality Tested Service Seal and Key Honors Award. Such references may
explain the criteria for the award, indicate the nature and significance of the
honor and provide statistical and other information about the award and New
England Funds, L.P.'s selection including, but not limited to, the scores and
categories in which New England Funds, L.P. excelled, the names of funds and
fund companies that have previously won the award and comparative information
and data about those against whom New England Funds, L.P. competed for the
award, honor or citation.

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