NEW ENGLAND FUNDS TRUST II, N-30D, 1997-03-07

NEW ENGLAND FUNDS TRUST II
N-30D, 1997-03-07

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- -------------------------------------------------------------------------------
ANNUAL REPORT AND PERFORMANCE UPDATE
- -------------------------------------------------------------------------------

[logo]
NEW ENGLAND FUNDS
Where The Best Minds Meet(TM)

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

New England
Intermediate Term Tax Free
Fund of New York

[graphic omitted]
- ------------------
DECEMBER 31, 1996
- ------------------
<PAGE>

FEBRUARY 1997
- -------------------------------------------------------------------------------

Dear New England Funds Shareholder,

[Photo of Henry L.P. Schmelzer]

Taken together, 1995 and 1996 constituted the sixth strongest back-to-back years
for the U.S. stock market since 1915, as measured by percentage gain in the Dow
Jones Industrial Average (according to Bloomberg Business News).

Most New England Funds portfolio managers believe that the forces behind this
rally -- low inflation, relatively stable interest rates and strong corporate
profits -- will persist, at least for a time. Nevertheless, bull markets can
suddenly turn quiet; they can decline modestly; or they can reverse course
sharply. No one can predict what is ahead, nor can anyone guarantee whether the
market's strength will extend even further in 1997 and beyond.

Maintain a Long-Term Perspective
Whatever the market's direction, you should be prepared to consider any
short-term trends in the broader context of your long-term personal goals,
including the accumulation of financial assets. One way to manage this important
process is by diversifying your investments. While U.S. stocks have historically
been the strongest performers, you may, depending on your financial goals and
needs, also benefit from investing in various types of bond funds, and by
participating in growing overseas markets.

Remember that each investment has its own unique risks. What's more, no strategy
can assure a profit or protect against a loss. However, one time-tested approach
is to invest regularly and stay invested -- in good times and bad -- to avoid
the pitfall of guessing what the market might do in the short run.

Our Multiple-Adviser Approach Sets Us Apart
Many financial representatives recommend New England Funds to their clients
because of our distinctive multiple-adviser approach. For each fund, we
hand-pick a specific subadviser or subadvisers with significant experience and
demonstrated skill in selecting investments that are in tune with that fund's
stated objective. We call it matching the talent to the task.

Finally, it may interest you to learn that you are part of a major national
trend. In 1996, nearly 37 million U.S. households owned mutual funds, according
to the Investment Company Institute, an industry trade organization. Mutual
funds are now a cornerstone of retirement, college and other investment plans
for millions of Americans.

New England Funds has grown with the industry and is now over $6 billion in
size. We thank you for helping us reach this important milestone, and look
forward to serving your investment needs well into the future.

Sincerely,

/s/ Henry L.P. Schmelzer

Henry L.P. Schmelzer, President

For more information, including a prospectus for any New England Fund, please
contact your financial representative or call the Investor Services and
Marketing Group at 800-225-5478. Please read the prospectus carefully, including
the information on charges and expenses, before you invest.

<PAGE>

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

AWARD WINNING SERVICE -- TWO YEARS RUNNING
- -------------------------------------------------------------------------------

- --------------------- For two years running we're proud to announce that
[Logo] DALBAR, an independent evaluator of mutual fund
QUALITY service, has awarded New England Funds its Quality
TESTED SERVICE Tested Service Seal for "providing the highest
1996 tier of service excellence in the mutual fund
- --------------------- industry." New England Funds is one of just three
DALBAR mutual fund companies to earn this distinction in
HONORS COMMITMENT TO: each of the last two years -- another reason why
INVESTORS we are becoming known as the mutual fund company
- --------------------- Where The Best Minds Meet(TM).

INVESTMENT RESULTS THROUGH DECEMBER 31, 1996
- -------------------------------------------------------------------------------

Putting Performance into Perspective
The graph comparing your Fund's performance to a benchmark index provides you
with a general sense of how your Fund performed. To put this information in
context, it may be helpful to understand the special differences between the
two. Your Fund's total return for the period shown appears with and without
sales charges and includes Fund expenses and management fees. A securities index
measures the performance of a theoretical portfolio. Unlike a fund, the index is
unmanaged; there are no expenses that affect the results. In addition, few
investors could purchase all of the securities necessary to match the index.
And, if they could, they would incur transaction costs and other expenses.

<PAGE>

[A chart in the form of a line graph appears here illustrating the growth of a
$10,000 investment in New England Intermediate Term Tax Free Fund of New York
since inception 4/23/93 compared to the Lehman Municipal Index and the Cost of
Living. The data points for this chart are as follows:]

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

NEXT ASSET WITH MAXIMUM LEHMAN MUNI. COST OF
VALUE(1) SALES CHARGE(2) INDEX(4) LIVING(5)
- -------------------------------------------------------------------------------
4/23/93 $10,000 $ 9,750 $10,000 $10,000
1993 $10,738 $10,470 $10,718 $10,125
1994 $10,304 $10,047 $10,164 $10,396
1995 $11,800 $11,505 $11,938 $10,668
1996 $12,348 $12,039 $12,469 $11,022

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

<PAGE>

AVERAGE ANNUAL TOTAL RETURNS 12/31/96*
- -------------------------------------------------------------------------------

CLASS A (Inception 4/23/93) 1 YEAR 3 YEARS SINCE INCEPTION

Net Asset Value(1) 4.64% 4.76% 5.88%
With Max. Sales Charge(2) 1.98 3.88 5.16
Lipper NY Municipal Average(6) 3.60 4.05 4.88

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

CLASS B (Inception 9/13/93) 1 YEAR 3 YEARS SINCE INCEPTION

Net Asset Value(1) 3.73% 3.90% 3.70%
With CDSC(3) 0.55 2.68 2.96
Lehman Municipal Index(4) 4.44 5.18 5.22
Lipper NY Municipal Average(6) 3.60 4.05 n/a

YIELDS AS OF 12/31/96(7)
- -------------------------------------------------------------------------------

CLASS A CLASS B
SEC 30-day Yield 4.65% 4.04%
NY State Taxable Equivalent Yield 8.29 7.20
NY City Taxable Equivalent Yield 8.71 7.57

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

NOTES TO CHARTS AND PERFORMANCE UPDATE

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

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

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

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

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

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

(7) SEC Yield is based on the Fund's net investment income over a 30-day period
and is calculated in accordance with Securities and Exchange Commission
guidelines. Taxable equivalent yield is based on the maximum combined
federal and New York state income tax bracket of 43.9% or the combined
federal, New York state and New York City income tax bracket of 46.6%. The
alternative minimum tax and some federal and state taxes may apply.
<PAGE>

QUESTIONS & ANSWERS WITH YOUR PORTFOLIO MANAGER
- -------------------------------------------------------------------------------

Q. How did New England Intermediate Term Tax Free Fund of New York perform in
1996?

[Photo of James Welch Back Bay Advisors, L.P.]

The Fund's performance was strong despite widely fluctuating interest rates
during the year. For the 12-month period, the Fund had a total return of
4.64% for Class A shares based on net asset value, well ahead of the average
return of 3.60% for the Lipper New York Municipal Average.(6)

The Fund also generated attractive levels of tax-exempt income: As of
December 31, 1996, the Fund's 30-day SEC yields(7) were 4.65% and 4.04% for
Class A and Class B shares, respectively, which translate into taxable
equivalent yields of 8.29% and 7.20% for a taxable investment for investors
in the maximum combined federal and New York state income tax bracket of
43.9%. For New York City residents in the maximum combined tax bracket of
46.6%, the taxable equivalent yields were 8.71% and 7.57% for Class A and
Class B shares, respectively.*

We're also pleased to report that Lipper Analytical Services, an independent
mutual fund ranking service, ranked your Fund #1 out of 22 intermediate New
York tax free funds for the year ending December 31, 1996. Longer term,
Lipper ranked the Fund #2 out of 15 peers for 3-year performance and #1 out
of 11 peers from inception (4/23/93) through December 31, 1996(6).

In addition, your Fund received a Morningstar rating of four stars for one-
and three-year performance through December 31, 1996, indicating the Fund's
attractive blend of share price appreciation, income and managed risk.**
Although past performance is no guarantee of future return, the strong
performance to date as recognized by Lipper and Morningstar lends
credibility to the strategies and techniques used to manage your Fund.

Q. How did you manage the Fund during the year?

Because bond prices and interest rates generally move in opposite
directions, we actively managed the portfolio's structure as economic
conditions changed during the course of the year. When unexpectedly strong
economic activity early in the year caused interest rates to move sharply
higher, we reduced the Fund's rate sensitivity and share price volatility by
increasing the Fund's average coupon (bond interest rate), call protection
(length of time until a bond may be redeemed by the issuer) and credit
quality.

During the second half of the year, a moderating economy made the
environment for fixed income securities more appealing. We took advantage of
this improved investment environment by adding to our position in lower
coupon discount bonds (bonds priced below par), which tend to have stronger
price gains when interest rates decline. We also added to our holdings of
very liquid state-appropriated bonds with attractive price and yield
characteristics.

Our view on the State of New York remained neutral, despite some
improvements in the local economy. Our outlook reflects a modest likelihood
for a state bond rating upgrade, as suggested by limited improvement in
employment and export levels, as well as the Pataki administration's
inability to effect meaningful change in the state's fiscal management
practices. We were also concerned about the continuing fiscal drag exerted
on the state by New York City, which continues to require a high level of
state-appropriated financial assistance. Based on burdensome levels of
social service needs and a lack of welfare reform, the city's credit rating
was downgraded earlier this year.

The Fund also emphasized revenue bonds issued for essential purposes, such
as utilities, transportation, education and public works, which we expected
to benefit from improving local and national economies, such as those in the
airport and highway transportation sectors. The Fund continued to avoid
sectors with negative fundamental prospects, such as electric utilities and
health care.

Q. What is your investment outlook for the months ahead?

We believe moderate economic growth and low levels of inflation will
continue -- both are positive factors for fixed income investments. Our
long-term outlook for the New York municipal bond market is also positive.
We do not anticipate a change in the trend of low levels of new issue
supply; certain large issuers, such as New York City and Local Government
Assistance Corp., are at or near the end of their borrowing caps or
programs. Strong demand for New York tax-exempt bonds as a result of a
somewhat improved local economy and high tax rates should combine with low
supply to suggest a favorable environment for New York municipal bonds and
for your Fund.

* Alternative minimum tax and some federal or state taxes may apply.
**Morningstar proprietary ratings reflect risk-adjusted performance through
12/31/96. The ratings are subject to change every month. Past performance is
no guarantee of future results. Morningstar ratings are calculated from the
fund's three- and one-year returns (with fee adjustments) in excess of 90-day
T-bill returns. The one-year rating is calculated using the same methodology,
but is not a component of the overall rating. The Fund received four stars for
three years and one year, respectively. It was rated among 1129 and 1739 funds
respectively. Ten percent of the funds in a rating category receive five
stars, and the next 22.5% receive four stars.

- -------------------------------------------------------------------------------
CREDIT QUALITY COMPOSITION -- DECEMBER 31, 1996
- -------------------------------------------------------------------------------

A 19.32%
AA 7.26%
AAA 14.21%
BB 5.15%
BBB 54.06%

AVERAGE PORTFOLIO QUALITY = A- AVERAGE PORTFOLIO MATURITY = 10 YEARS

Quality ratings provided by Standard & Poor's.

<PAGE>

- -------------------------------------------------------------------------------
PORTFOLIO COMPOSITION
- -------------------------------------------------------------------------------

Investments as of December 31, 1996

TAX EXEMPT OBLIGATIONS--99.6% OF TOTAL NET ASSETS
<TABLE>
<CAPTION>
RATINGS (c)
(UNAUDITED)
-----------------------
FACE STANDARD
AMOUNT ISSUER MOODY'S & POOR'S VALUE (a)
- -----------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
NEW YORK--76.0%
$ 250,000 Albany, NY, Housing Authority, 6.250%, 10/01/12 ..................... Baa1 -- $ 256,178
750,000 Hempstead Town Industrial Development Agency,
7.400%, 12/01/10 .................................................. A -- 773,761
475,000 Metropolitan Transportation Authority, 5.750%, 7/01/08 .............. Baa1 BBB 480,168
500,000 Metropolitan Transportation Authority, 7.125%, 7/01/09 .............. Baa1 BBB 545,695
400,000 New York, NY, General Obligation, 5.875%, 8/01/03 ................... Baa1 BBB+ 414,168
500,000 New York, NY, General Obligation, 7.000%, 8/01/06 ................... Baa1 BBB+ 552,455
500,000 New York, NY, General Obligation, 7.250%, 8/15/07 ................... Baa1 BBB+ 563,995
290,000 New York, NY, Prerefunded, 8.000%, 8/01/03 .......................... Aaa AAA 334,384
1,065,000 New York, NY, Prerefunded, 8.400%, 11/15/08 ......................... Aaa AAA 1,257,222
250,000 New York City Municipal Water, 7.000%, 6/15/09 ...................... A A- 276,630
250,000 New York City Municipal Water, Prerefunded,
7.000%, 6/15/09 ................................................... Aaa AAA 276,950
1,000,000 New York State Certificates, 6.000%, 9/01/98 ........................ Baa1 BBB 1,027,740
500,000 New York State Dorm. Authority, 5.750%, 7/01/07 ..................... Baa1 BBB 511,054
500,000 New York State Dorm. Authority, 6.000%, 7/01/06 ..................... Baa -- 509,035
500,000 New York State Dorm. Authority, 6.000%, 7/01/06 ..................... Baa1 BBB 520,155
500,000 New York State Dorm. Authority, 6.500%, 8/15/11 ..................... Baa1 BBB+ 538,225
500,000 New York State Local Government Assistance,
7.250%, 4/01/07 ................................................... Aaa AAA 560,725
500,000 New York State Mortgage Revenue, 6.250%, 4/01/10 .................... Aa -- 524,945
500,000 New York State Thruway Authority Service Contract,
5.500%, 4/01/06 ................................................... Baa1 BBB 505,000
565,000 New York State Urban Development Corp.,
6.000%, 1/01/05 ................................................... Baa1 BBB 590,849
500,000 New York State Urban Development Corp.,
6.000%, 1/01/07 ................................................... Baa1 BBB 519,395
500,000 Oneida Herkimer, 6.650%, 4/01/05 .................................... Baa BBB 526,790
1,000,000 Onondaga County, NY Industrial Development Agency,
9.000%, 10/01/07 .................................................. -- A 1,289,320
500,000 Port Authority New York and New Jersey, 5.200%, 9/01/13 ............. A1 AA- 492,845
1,000,000 Port Authority New York and New Jersey,
7.000%, 10/01/07 .................................................. -- -- 1,078,180
200,000 Triborough Bridge & Tunnel Authority, 6.000%, 1/01/12 ............... Aa A+ 215,860
250,000 Triborough Bridge & Tunnel Authority, 6.625%, 1/01/12 ............... Aa A+ 285,917
500,000 Yonkers, NY, 6.000%, 8/01/03 (AMBAC) ................................ Aaa AAA 543,115
-----------
15,970,756
-----------

OTHER OBLIGATIONS--23.6%
1,000,000 Guam Airport Authority, 6.400%, 10/01/05 ............................ -- BBB 1,048,930
500,000 Guam Airport Authority, 6.600%, 10/01/10 ............................ -- BBB 517,015
1,000,000 Puerto Rico Commonwealth Highway &
Transportation Authority, 5.524%, 7/01/04 ......................... Baa1 A1+ 1,047,640
600,000 Puerto Rico Commonwealth Aqueduct Sewer,
6.250%, 7/01/12 ................................................... Baa1 A 654,372
500,000 Puerto Rico Electric Power Authority, 5.900%, 7/01/03 ............... Baa1 BBB+ 527,775
1,065,000 Virgin Islands Public Finance Authority,
7.750%, 10/01/06 .................................................. -- -- 1,154,045
-----------
4,949,777
-----------

Total Tax Exempt Obligations
(Identified Cost $20,198,613) ...................................... 20,920,533
-----------

Total Investments--99.6%
(Identified Cost $20,198,613) (b) .................................. 20,920,533
Other assets less liabilities ........................................ 87,910
-----------
Total Net Assets--100% ............................................... $21,008,443
===========

(a) See Note 1a.
(b) Federal Tax Information: At December 31, 1996 the net unrealized appreciation on investments based on
cost of $20,198,613 for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation for all investments in which there is an excess of value over
tax cost ............................................................................................ $ 756,770
Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost
over value .......................................................................................... (34,850)
-----------
Net unrealized appreciation ......................................................................... $ 721,920
===========

As of December 31, 1996, the Fund had a net tax basis capital loss carryforward as follows:

Expiring December 31, 2002 .......................................................................... $ 684,246
(c) The ratings shown are believed to be the most recent ratings available at December 31, 1996.
Securities are generally rated at the time of issuance. The rating agencies may revise their
ratings from time to time. As a result there can be no assurance that the same ratings would be
assigned if the securities were rated at December 31, 1996. The Fund's subadviser independently
evaluates the Fund's portfolio securities and in making investment decisions does not rely solely on the ratings of agencies.
</TABLE>

Legend of Portfolio Abbreviations:
AMBAC - American Municipal Bond Assurance Corp.

See accompanying notes to financial statements.
<PAGE>

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STATEMENT OF ASSETS & LIABILITIES
- -------------------------------------------------------------------------------

December 31, 1996

<TABLE>
<S> <C> <C>
ASSETS
Investments at value ..................................................... $20,920,533
Cash ..................................................................... 169,464
Receivable for:
Fund shares sold ....................................................... 41,455
Accrued interest ....................................................... 422,382
Unamortized organization expense ....................................... 12,585
Due from investment adviser ............................................ 37,699
Prepaid registration expense ............................................. 6,000
-----------
21,610,118
LIABILITIES
Payable for:
Securities purchased ................................................... $495,124
Fund shares redeemed ................................................... 45,153
Dividends declared ..................................................... 18,537
Accrued expenses:
Deferred trustees' fees ................................................ 3,427
Accounting and administrative .......................................... 1,464
Other expenses ......................................................... 37,970
--------
601,675
-----------
NET ASSETS ................................................................. $21,008,443
-----------
-----------
Net Assets consist of:
Capital paid in ........................................................ $21,020,192
Undistributed net investment income .................................... 12,190
Accumulated net realized losses ........................................ (745,859)
Unrealized appreciation on investments ................................. 721,920
-----------
NET ASSETS ................................................................. $21,008,443
-----------
-----------
Computation of net asset value and offering price:
Net asset value and redemption price of Class A shares
($18,853,953 divided by 2,467,341 shares of beneficial interest) ......... $7.64
----
----
Offering price per share (100/97.50 of $7.64) .............................. $7.84*
----
----
Net asset value and offering price of Class B shares
($2,154,490 divided by 282,640 shares of beneficial interest) ............ $7.62**
----
----
Identified cost of investments ............................................. $20,198,613
===========
* Based upon single purchases of less than $100,000.
Reduced sales charges apply for purchases in excess of this amount.
**Redemption price per share is equal to net asset value less any applicable
contingent deferred sales charges.
</TABLE>

See accompanying notes to financial statements.
<PAGE>

- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------

Year Ended December 31, 1996

<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest ................................................................ $1,132,276
Expenses
Management fees ....................................................... $100,284
Service fees - Class A ................................................ 42,803
Service and distribution fees - Class B ............................... 20,550
Trustees' fees and expenses ........................................... 12,043
Accounting and administrative ......................................... 17,483
Custodian ............................................................. 58,706
Transfer agent ........................................................ 39,523
Audit and tax services ................................................ 18,000
Legal ................................................................. 24,372
Printing .............................................................. 18,583
Registration .......................................................... 22,717
Amortization of organization expenses ................................. 8,176
Miscellaneous ......................................................... 2,998
--------
Total Expenses .......................................................... 386,238
Less expenses waived and assumed by the investment adviser and
subadviser (226,871) 159,367
--------- ----------
Net investment income ................................................... 972,909

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, OPTIONS AND
FUTURES CONTRACTS
Realized gain (loss) on:
Investments - net ..................................................... 49,163
Futures contracts - net ............................................... 79,942
Options contracts - net ............................................... (91,459)
--------
Net realized gain on investments ...................................... 37,646
--------
Unrealized depreciation on:
Investments - net ..................................................... (102,938)
--------
Net loss on investment transactions ..................................... (65,292)
----------
NET INCREASE IN NET ASSETS FROM OPERATIONS ................................ $ 907,617
===========
</TABLE>

See accompanying notes to financial statements.
<PAGE>

- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1995 1996
----------- -----------
<S> <C> <C>
FROM OPERATIONS
Net investment income ................................................. $ 905,703 $ 972,909
Net realized gain on investments, options and futures contracts ....... 201,595 37,646
Unrealized appreciation (depreciation) on investments, options and
futures contracts ................................................... 1,292,655 (102,938)
----------- -----------
Increase in net assets from operations .............................. 2,399,953 907,617
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A ............................................................. (842,470) (863,677)
Class B ............................................................. (63,237) (88,761)
In excess of net investment income
Class A ............................................................. (16,706) 0
Class B ............................................................. (1,206) 0
----------- -----------
(923,619) (952,438)
----------- -----------
Increase (decrease) in net assets derived from capital share
transactions (397,301) 2,947,501
----------- -----------
Total increase in net assets ........................................ 1,079,033 2,902,680
NET ASSETS
Beginning of the year ................................................. 17,026,730 18,105,763
----------- -----------
End of the year ..................................................... $18,105,763 $21,008,443
=========== ===========
UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF) NET INVESTMENT INCOME
Beginning of the year ................................................. $ 9,143 $ (8,308)
=========== ===========
End of the year ..................................................... $ (8,308) $ 12,190
=========== ===========
</TABLE>

See accompanying notes to financial statements.
<PAGE>

- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------
APRIL 23(a) YEAR
THROUGH ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1993 1994 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period .................................. $ 7.50 $ 7.76 $ 7.07 $ 7.68
------ ------ ------ ------
Income From Investment Operations
Net Investment Income ................................................. 0.26 0.37 0.38 0.39
Net Realized and Unrealized Gain (Loss) on Investments 0.29 (0.68) 0.62 (0.05)
------ ------ ------ ------
Total From Investment Operations ...................................... 0.55 (0.31) 1.00 0.34
----- ----- ----- -----
Less Distributions
Dividends From Net Investment Income .................................. (0.25) (0.38) (0.39) (0.38)
Distributions in Excess of Net Investment Income ...................... (0.04) 0.00 0.00 0.00
------ ------ ------ ------
Total Distributions ................................................... (0.29) (0.38) (0.39) (0.38)
------ ------ ------ ------
Net Asset Value, End of Period ........................................ $ 7.76 $ 7.07 $ 7.68 $ 7.64
====== ====== ====== ======
Total Return (%) (d) .................................................. 7.4 (4.1) 14.5 4.6
Ratio of Operating Expenses to Average Net Assets (%) (b) 0.70(c) 0.70 0.70 0.75
Ratio of Net Investment Income to Average Net Assets (%) 4.88(c) 5.13 5.18 5.15
Portfolio Turnover Rate (%) ........................................... 121(c) 219 155 99
Net Assets, End of Period (000) ....................................... $21,122 $15,875 $16,388 $18,854

(a) Commencement of operations.
(b) Effective September 1, 1996 expenses were voluntarily limited to 0.85% of Class A average net assets. Prior to September 1,
1996 expenses were voluntarily limited to 0.70% of Class A average net assets. See Note 4. The ratio of operating expenses
to average net assets without giving effect to this expense limitation would have been 2.11% (annualized) for the period
ended December 31, 1993, 1.79%, 1.88%, and 1.93% for the years ended December 31, 1994, 1995, and 1996, respectively.
(c) Computed on an annualized basis.
(d) A sales charge is not reflected in total return calculations. Periods less than one year are not annualized.
</TABLE>

See accompanying notes financial statements.
<PAGE>

- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS -- continued
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------
SEPTEMBER 13(a) YEAR
THROUGH ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1993 1994 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period ................................ $ 7.85 $ 7.76 $ 7.06 $ 7.67
------ ------ ------ ------
Income From Investment Operations
Net Investment Income ............................................... 0.10 0.32 0.33 0.34
Net Realized and Unrealized Gain (Loss) on Investments (0.05) (0.69) 0.62 (0.06)
------ ------ ------ ------
Total From Investment Operations .................................... 0.05 (0.37) 0.95 0.28
------ ------ ------ ------
Less Distributions
Dividends From Net Investment Income ................................ (0.10) (0.33) (0.34) (0.33)
Distributions in Excess of Net Investment Income .................... (0.04) 0.00 0.00 0.00
------ ------ ------ ------
Total Distributions ................................................. (0.14) (0.33) (0.34) (0.33)
------ ------ ------ ------
Net Asset Value, End of Period ...................................... $ 7.76 $ 7.06 $ 7.67 $ 7.62
====== ====== ====== ======
Total Return (%) (d) ................................................ 0.5 (4.9) 13.7 3.7
Ratio of Operating Expenses to
Average Net Assets (%) (b) ........................................ 1.45(c) 1.45 1.45 1.50
Ratio of Net Investment Income to
Average Net Assets (%) ............................................ 3.68(c) 4.38 4.43 4.40
Portfolio Turnover Rate (%) ......................................... 121(c) 219 155 99
Net Assets, End of Period (000) ..................................... $555 $1,152 $1,718 $2,154

(a) Commencement of operations.
(b) Effective September 1, 1996 expenses were voluntarily limited to 1.60% of Class B average net assets. Prior to September 1,
1996 expenses were voluntarily limited to 1.45% of Class B average net assets. See Note 4. The ratio of operating expenses
to average net assets without giving effect to this expense limitation would have been 2.86% (annualized) for the period
ended December 31, 1993, 2.54%, 2.63%, and 2.68% for the years ended December 31, 1994, 1995, and 1996, respectively.
(c) Computed on an annualized basis.
(d) A contingent deferred sales charge is not reflected in total return calculations. Periods less than one year are not
annualized.
</TABLE>

See accompanying notes to financial statements.
<PAGE>
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------

December 31 ,1996

1. The Fund is a series of New England Funds Trust II, a Massachusetts business
trust (the "Trust"), which is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company.
The Declaration of Trust permits the Trustees to issue an unlimited number of
shares of the Trust in multiple series (each series of shares a "Fund").

The Fund offers both Class A and Class B shares. The Fund commenced its public
offering of Class B shares on September 13, 1993. Class A shares are sold with a
maximum front end sales charge of 2.50%. Class B shares do not pay a front end
sales charge, but pay a higher ongoing distribution fee than Class A shares for
eight years (at which point they automatically convert to Class A shares), and
are subject to a contingent deferred sales charge if those shares are redeemed
within five years of purchase. Expenses of the Fund are borne pro-rata by the
holders of both classes of shares, except that each class bears expenses unique
to that class (including the Rule 12b-1 service and distribution fees applicable
to such class), and votes as a class only with respect to its own Rule 12b-1
Plan. Shares of each class would receive their pro rata share of the net assets
of the Fund, if the Fund were liquidated. In addition, the Trustees approve
separate dividends on each class of shares.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles for
investment companies.

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.

A. SECURITY VALUATION. The Fund's investment subadviser, Back Bay Advisors, L.P.
("Back Bay Advisors"), under the supervision of the Fund's trustees, determines
the value of the Fund's portfolio of securities, using valuations provided by a
pricing service selected by Back Bay Advisors and other information with respect
to transactions in securities, including quotations from securities dealers.
Valuations of securities and other assets owned by the Fund for which market
quotations are readily available are based on those quotations. Short-term
obligations that will mature in 60 days or less are stated at amortized cost,
which, when combined with accrued interest or discount earned, approximates
market value. All other securities and assets are valued at their fair value as
determined in good faith by Back Bay Advisors under the supervision of the
Fund's trustees.

B. SECURITY TRANSACTIONS AND RELATED INCOME. Security transactions are accounted
for on the trade date (the date the buy or sell is executed). Interest income is
recorded on the accrual basis. Interest income is increased by the accretion of
original issue discount. Interest income is reduced by the amortization of
premium. In determining net gain or loss on securities sold, the cost of
securities has been determined on the identified cost basis.

C. OPTIONS AND FUTURES. CALLS AND PUTS. The Fund may write (sell) call and put
options on securities to manage its exposure to interest rates and the bond
market. Buying futures, writing puts, and buying calls tend to increase the
fund's exposure to the underlying instrument. Selling futures, buying puts, and
writing calls tend to decrease the Fund's exposure to the underlying instrument,
or hedge other Fund investments. When a Fund writes a call or put option, an
amount equal to the premium received by the Fund is included in the fund's
statement of assets and liabilities as an asset and as an equivalent liability.
The amount of the liability is subsequently marked-to-market to reflect the
current market value of the option written. The current value of a written
option is the closing price on the principal exchange on which such option is
traded. If an option which the Fund has written either expires on its stipulated
expiration date, or if the Fund enters into a closing purchase transaction, the
Fund realizes a gain (or loss if the cost of a closing purchase transaction
exceeds the premium received when the option was written) without regard to any
unrealized gain or loss on the underlying security, and the liability related to
such option is extinguished. If a call option which the Fund has written is
exercised, the Fund realizes a capital gain or loss from the sale of the
underlying security and the proceeds from such sale are increased by the premium
originally received. If a put option which the Fund has written is exercised,
the amount of the premium originally received will reduce the cost of the
security which the Fund purchases upon exercise of the option.

The premium paid by the Fund for the purchase of a call or a put option is
included in the asset section of the Fund's statement of assets and liabilities
as an investment and subsequently adjusted to the current market value of the
option. The current value of a purchased option is the closing price on the
principal exchange on which such option is traded. If an option which the Fund
has purchased expires on the stipulated expiration date, the Fund will realize a
loss in the amount of the cost of the option. If the Fund enters into a closing
sale transaction, the Fund will realize a gain or loss, depending on whether the
sales proceeds from the closing sale transaction are greater or less than the
cost of the option it will realize a gain or loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a purchased call option, the cost
of the security which the fund purchases upon exercise will be increased by the
premium originally paid.

INTEREST RATE FUTURES CONTRACTS The Fund may enter into interest rate futures
contracts to hedge against changes in the values of tax exempt municipal
securities the Fund owns or expects to purchase. An interest rate futures
contract is an agreement between two parties to buy and sell a security for a
set price (or to deliver an amount of cash) on a future date. Upon entering into
such a contract, the purchasing Fund is required to pledge to the broker an
amount of cash, U.S. Government securities or other high quality debt securities
equal to the minimum "initial margin" requirements of the exchange, currently up
to $3,000 per contract. Pursuant to the contract, the Fund agrees to receive
from or pay to the broker an amount of cash equal to the daily fluctuation in
value of the contract. Such receipts or payments are known as "variation
margin," and are recorded by the Fund as unrealized gains or losses. When the
contract is closed, the Fund records a realized gain or loss equal to the
difference between the value of the contract at the time it was opened and the
value at the time it was closed.

The potential risk to the Fund is that the change in value of futures contracts
primarily corresponds with the value of underlying instruments which may not
correspond to the change in the value of the hedged instruments. In addition,
there is a risk that the fund may not be able to close out its futures positions
due to an illiquid secondary market.

The risk in writing a call option is that the fund relinquishes the opportunity
to profit if the market price of the underlying security increases and the
option is exercised. In writing a put option, the fund assumes the risk of
incurring a loss if the market price decreases and the option is exercised. In
addition, there is the risk the fund may not be able to enter into a closing
transaction because of an illiquid secondary market.

D. FEDERAL INCOME TAXES. The Fund intends to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies, and to
distribute to its shareholders all of its income and any net realized capital
gains at least annually. Accordingly, no provision for federal income tax has
been made.

E. DIVIDENDS AND DISTRIBUTION TO SHAREHOLDERS. Dividends are declared daily to
shareholders of record and are paid monthly.

The timing and characterization of certain income and capital gains
distributions are determined in accordance with federal tax regulations which
may differ from generally accepted accounting principles. These differences
relate primarily to market discount. Permanent book and tax basis differences
relating to shareholder distributions will result in reclassification to paid in
capital.

F. REPURCHASE AGREEMENTS. The Fund, through its custodian, receives delivery of
the underlying securities collateralizing repurchase agreements. It is the
Fund's policy that the market value of the collateral be at least equal to 100%
of the repurchase price. Back Bay Advisors is responsible for determining that
the value of the collateral is at all times at least equal to the repurchase
price. Repurchase agreements could involve certain risks in the event of default
or insolvency of the other party including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.

G. ORGANIZATION EXPENSE. Costs incurred in 1993 in connection with the Fund's
organization and initial registration amounted to $27,000 and were paid by the
Fund. These costs are being amortized over 60 months beginning April 23, 1993.

2. PURCHASE AND SALES SECURITIES (excluding short-term investments) for the Fund
for the year ended December 31, 1996 were $21,619,552 and $18,583,629
respectively.

Investments in written options and futures contracts for the Fund for the year
ended December 31, 1996 are summarized as follows:

FUTURES CONTRACTS
---------------------------
AGGREGATE
NUMBER OF FACE VALUE
CONTRACTS OF CONTRACTS
--------- ------------
Open at December 31, 1995 .......... 0 $ 0
Contracts opened ................... 256 29,022,617
Contracts closed ................... (256) (29,022,617)
--- ------------
Open at December 31, 1996 .......... 0 $ 0
=== ============

WRITTEN OPTIONS
-------------------------
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
--------- --------
Open at December 31,1995 ........... 0 $ 0
Contracts opened ................... 345 143,496
Contracts closed ................... (345) (143,496)
--- ------------
Open at December 31, 1996 .......... 0 $ 0
=== ============

3A. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES. The Fund pays
management fees to its investment adviser, New England Funds Management, L.P.
("NEFM") at the annual rate of 0.525% of the first $200 million of the Fund's
average daily net assets, 0.50% of the next $300 million and 0.475% of such
assets in excess of $500 million. NEFM pays the Fund's investment subadviser,
Back Bay Advisors at the rate of 0.2625% of the first $200 million of the Fund's
average daily net assets, 0.25% of the next $300 million and 0.2375% of such
assets in excess of $500 million. Certain officers and directors of NEFM are
also officers or trustees of the Fund. NEFM and Back Bay Advisors are wholly
owned subsidiaries of New England Investment Companies, L.P. ("NEIC"), which is
a subsidiary of Metropolitan Life Insurance Company ("MetLife"). Fees earned by
NEFM and Back Bay Advisors under the management agreement in effect during the
year ended December 31, 1996 are as follows:

FEES EARNED

$50,142(a) New England Funds Management, L.P.
$50,142(a) Back Bay Advisors, L.P.

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

B. ACCOUNTING AND ADMINISTRATION EXPENSE. New England Funds L.P. ("New England
Funds"), the Fund's distributor, is a wholly owned subsidiary of NEIC and
performs certain accounting and administrative services for the Fund. The Fund
reimburses New England Funds for all or part of New England Funds' expenses of
providing these services which include the following: (i) expenses for personnel
performing bookkeeping, accounting, internal auditing and financial reporting
functions and related clerical functions relating to the Fund, (ii) expenses for
services required in connection with the preparation of registration statements
and prospectuses, shareholder reports and notices, proxy solicitation material
furnished to shareholders of the Fund or regulatory authorities and reports and
questionnaires for SEC compliance, and (iii) registration, filing and other fees
in connection with requirements of regulatory authorities. For the year ended
December 31, 1996 these expenses amounted to $17,483 and are shown separately in
the financial statements as accounting and administrative.

C. SERVICE AND DISTRIBUTION FEES. Pursuant to Rule 12b-1 under the 1940 Act, the
Fund has adopted a Service Plan relating to the Fund's Class A shares (the
"Class A Plan") and a Service and Distribution Plan relating to the Fund's Class
B shares (the "Class B Plan").

Under the Class A Plan, the Fund pays New England Funds, L.P. ("New England
Funds") a monthly service fee at the annual rate of up to 0.25% of the average
daily net assets attributable to the Fund's Class A shares, as reimbursement for
expenses (including certain payments to securities dealers, who may be
affiliated with New England Funds) incurred by New England Funds in providing
personal services to investors in Class A shares and/or the maintenance of
shareholder accounts. For the year ended December 31, 1996, the Fund paid New
England Funds $42,803 in fees under the Class A Plan. If the expenses of New
England Funds that are otherwise reimbursable under the Class A Plan incurred in
any year exceed the amounts payable by the Fund under the Class A Plan, the
unreimbursed amount (together with unreimbursed amounts from prior years) may be
carried forward for reimbursement in future years in which the Class A Plan
remains in effect. The amount of unreimbursed expenses carried forward into 1997
is $222,162.

Under the Class B Plan, the Fund pays New England Funds a monthly service fee at
the annual rate of up to 0.25% of the average daily net assets attributable to
the Fund's Class B shares, as compensation for services provided and expenses
(including certain payments to securities dealers, who may be affiliated with
New England Funds) incurred by New England Funds in providing personal services
to investors in Class B shares and/or the maintenance of shareholder accounts.
For the year ended December 31, 1996, the Fund paid New England Funds $5,137 in
service fees under the Class B Plan.

Also under the Class B Plan, the Fund pays New England Funds a monthly
distribution fee at the annual rate of up to 0.75% of the average daily net
assets attributable to the Fund's Class B shares, as compensation for services
provided and expenses (including certain payments to securities dealers, who may
be affiliated with New England Funds) incurred by New England Funds in
connection with the marketing or sale of Class B shares. For the year ended
December 31, 1996, the Fund paid New England Funds $15,413 in distribution fees
under the Class B Plan.

Commissions (including contingent deferred sales charges) on Fund shares paid to
New England Funds by investors of shares of the Fund during the year ended
December 31, 1996 amounted to $53,005

D. TRANSFER AGENT FEES. New England Funds is the transfer and shareholder
servicing agent to the Fund. For the year ended December 31, 1996, the Fund paid
New England Funds $29,075 as compensation for its services in that capacity.

E. TRUSTEES FEES AND EXPENSES. The Fund does not pay any compensation
directly to its officers or trustees who are directors, officers or employees
of Back Bay Advisors, New England Funds, New England Investment Companies or
their affiliates, other than registered investment companies. Each other
trustee is compensated by the Fund as follows:

Annual Retainer $722
meeting Fee $114/meeting
Committee Meeting Fee $68/meeting
Committee Chairman Retainer $9/year

A deferred compensation plan is available to the trustees on a voluntary basis.
Each participating trustee will receive an amount equal to the value that such
deferred compensation would have had, had it been invested in the Fund on the
normal payment date.

4. EXPENSE LIMITATIONS. Effective September 1, 1996 until further notice to the
Fund, Back Bay Advisors and NEFM have voluntarily agreed to reduce management
fees in order to limit the Fund's expenses to an annual rate of 0.85% of the
Fund's Class A average daily net assets and 1.60% of Class B average daily net
assets. Prior to September 1, 1996 Back Bay Advisors and NEFM voluntarily agreed
to reduce management fees in order to limit the Fund's expenses to an annual
rate of 0.70% of the Fund's Class A average daily net assets and effective
September 13, 1993, 1.45% of Class B average daily net assets. As a result of
the Fund's expenses exceeding the foregoing voluntary limitation during the year
ended December 31, 1996 Back Bay Advisors waived its entire management fee of
$50,142 and NEFM waived its entire management fee of $50,142.

5. CONCENTRATION OF CREDIT. The Fund primarily invests in debt obligations
issued by the State of New York and its political subdivisions, agencies and
public authorities to obtain funds for various public purposes. The Fund is more
susceptible to factors adversely affecting issuers of New York municipal
securities than is a comparable municipal bond fund that is not as concentrated.
Uncertain economic and fiscal conditions may affect the ability of issuers of
New York municipal securities to meet their financial obligations.

6. CAPITAL SHARES. At December 31, 1996 there was an unlimited number of shares
of beneficial interest authorized, divided into two classes, Class A and Class B
capital stock. Transactions in capital shares were as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1996
------------------------ -------------------------
CLASS A SHARES AMOUNT SHARES AMOUNT
- ---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Shares sold ........................................................... 328,489 $ 2,436,764 656,773 $4,955,874
Shares issued in connection with the reinvestment of:
Distributions from net investment income ............................ 76,603 569,995 87,814 665,675
-------- ----------- ------- ----------
405,092 3,006,759 744,587 5,621,549
Shares repurchased .................................................... (518,447) (3,851,270) (410,506) (3,111,622)
-------- ----------- ------- ----------
Net increase (decrease) ............................................. (113,355) $ (844,511) 334,081 $2,509,927
======== =========== ======= ==========

YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1996
------------------------ -------------------------
CLASS B SHARES AMOUNT SHARES AMOUNT
- ---- ---------- ---------- ---------- ----------
Shares sold ........................................................... 106,519 $ 788,060 117,624 $ 884,081
Shares issued in connection with the reinvestment of:
Distributions from net investment income ............................ 6,181 45,940 8,715 65,829
-------- ----------- ------- ----------
112,700 834,000 126,339 949,910
Shares repurchased .................................................... (51,795) (386,790) (67,855) (512,336)
-------- ----------- ------- ----------
Net increase .......................................................... 60,905 $ 447,210 58,484 $ 437,574
-------- ----------- ------- ----------
Increase (decrease) derived from
capital shares transactions ....................................... (52,450) $ (397,301) 392,565 $2,947,501
======== =========== ======= ==========
</TABLE>
<PAGE>

- -------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
- -------------------------------------------------------------------------------

To the Board of Trustees of New England Funds Trust II and the Shareholders of
the NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK

We have audited the accompanying statement of assets and liabilities, including
the schedule of portfolio investments, of New England Intermediate Term Tax Free
Fund of New York as of December 31, 1996, and the related statement of
operations for the year then ended, and the statements of changes in net assets
for each of the two years in the period then ended, and financial highlights for
each of the periods indicated herein. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
New England Intermediate Term Tax Free Fund of New York as of December 31, 1996
the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended and the financial
highlights for each of the periods indicated herein, in conformity with
generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
February 10, 1997

<PAGE>

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

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

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

YIELD - The rate at which a fund pays income. Yield calculations for 30-day
periods are standardized among mutual funds, based on a formula developed by the
Securities and Exchange Commission.

MATURITY - Refers to the period of time before principal repayment on a bond is
due. A bond fund's "average maturity" refers to the weighted average of the
maturities of all the individual bonds in the portfolio.

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

TREASURIES - Negotiable debt obligations of the U.S. government, secured by its
full faith and credit. The income from treasury securities is exempt from state
and local income taxes, but not from federal income taxes. There are three types
of treasuries: Bills (maturity of 3-12 months), Notes (maturity of 1-10 years)
and Bonds (maturity of 10-30 years).

MUNICIPAL BOND - A debt security issued by a state or municipality to finance
public expenditures. Interest payments are exempt from federal taxes and in most
cases from state and local income taxes. The two main types are General
Obligation (GO) Bonds, which are backed by the full faith and credit and taxing
powers of the municipality; and Revenue Bonds, supported by the revenues from a
municipal enterprise, such as airports and toll bridges.

<PAGE>

NEW ENGLAND FUNDS

STOCK FUNDS
Star Small Cap Fund
Growth Fund
Star Advisers Fund
Capital Growth Fund
Growth Opportunities Fund
Value Fund
Balanced Fund

INTERNATIONAL STOCK FUNDS
International Equity Fund
Star Worldwide Fund

BOND FUNDS
High Income Fund
Strategic Income Fund
Bond Income Fund
Government Securities Fund
Limited Term U.S. Government Fund
Adjustable Rate U.S. Government Fund

TAX EXEMPT FUNDS
Municipal Income Fund
Massachusetts Tax Free Income Fund
Intermediate Term Tax Free Fund of California
Intermediate Term Tax Free Fund of New York

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

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

VISIT OUR WORLD WIDE WEB SITE AT http://WWW.MUTUALFUNDS.COM

New England Funds, L.P., Distributor
399 Boylston Street
Boston, MA 02116
Toll Free 800-225-5478

This material is authorized for distribution to prospective
investors when it is preceded or accompanied by the Fund's
current prospectus, which contains information about
distribution charges, management and other items of interest.
Investors are advised to read
the prospectus carefully before investing.

<PAGE>
--------------
(Logo) BULK RATE
NEW ENGLAND FUNDS U.S. POSTAGE
Where The Best Minds Meet(TM) PAID
BROCKTON, MA
PERMIT NO. 770
--------------

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

Boston, Massachusetts

02116
---------------------

- --------------------- ---------------------
[Logo] [Logo]
QUALITY QUALITY
TESTED SERVICE TESTED SERVICE
1995 1996
- --------------------- ---------------------
DALBAR DALBAR
HONORS COMMITMENT TO: HONORS COMMITMENT TO:
INVESTORS INVESTORS
- --------------------- ---------------------

NY56-1296

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