<PAGE>
Supplement dated September 27, 1999 to the May 3, 1999
(as revised August 23, 1999)
Statement of Additional Information - Part II
For New England Funds Trusts I, II and III
New England Growth and Income Fund, New England Bond Income Fund,
New England Star Advisers Fund and
New England High Income Fund (the "Funds")
The following information supplements the section in the Funds'
Statement of Additional Information - Part II captioned
"Distribution Agreements and Rule 12b-1 Plans - All Funds"
For trades placed from September 27, 1999 through November 5, 1999, the
Distributor may pay New England Securities, the broker/dealer, the following
additional commissions on cumulative sales of the Funds in excess of $25,000:
0.50% on sales of such Funds' Class A shares on which a sales
commission is paid,
0.50% on sales of such Funds' Class B shares,
0.25% on sales of such Funds' Class C shares.
For the purpose of the foregoing, "sales" do not include exchanges made at net
asset value from another New England Fund.
