NEW ENGLAND FUNDS TRUST II
New England Massachusetts Tax Free Income Fund
New England Intermediate Term Tax Free Fund of California
New England Intermediate Term Tax Free Fund of New York
NEW ENGLAND CASH MANAGEMENT TRUST
Money Market Series
U.S. Government Series
NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
Supplement dated October 26, 1995 to
New England State Tax Free Funds Prospectuses dated May 1, 1995 and
New England Money Market Funds Prospectus dated September 1, 1995
The following paragraphs are added to the section of the Prospectuses
captioned "Fund Management" for New England Massachusetts Tax Free
Income Fund, New England Intermediate Term Tax Free Fund of California,
New England Intermediate Term Tax Free Fund of New York, New England
Cash Management Trust - Money Market Series, New England Cash
Management Trust - U.S. Government Series and New England Tax Exempt
Money Market Trust (the "Funds"):
Back Bay Advisors, L.P., the Funds' investment adviser, is a wholly-
owned subsidiary of New England Investment Companies, L.P. ("NEIC").
New England Mutual Life Insurance Company ("The New England") owns
NEIC's sole general partner and a majority of the limited partnership
interest in NEIC. The New England and Metropolitan Life Insurance
Company ("MetLife") have entered into an agreement to merge, with
MetLife to be the survivor of the merger. The merger is conditioned
upon, among other things, approval by the policyholders of The New
England and MetLife and receipt of certain regulatory approvals. The
merger is not expected to occur until after December 31, 1995.
The merger of The New England into MetLife is being treated, for
purposes of the Investment Company Act of 1940 (the "Act"), as an
"assignment" of the existing investment advisory agreements relating
to the Funds. Under the Act, such an "assignment" will result in the
automatic termination of the investment advisory agreements,
effective at the time of the merger. Prior to the merger,
shareholders of the Funds will be asked to approve new investment
advisory agreements and subadvisory agreements, intended to take
effect at the time of the merger. A proxy statement describing the
new agreements will be sent to shareholders of the Funds prior to
their being asked to vote on the new agreements.
The following paragraphs are added to the section of Prospectuses
captioned "Buying Fund Shares" for each of the Funds:
Investment checks should be made payable to New England Funds.
New England Funds will accept second-party checks (up to $10,000) for
investments into existing accounts only. (A second-party check is a
check made payable to a New England Funds shareholder which the
shareholder has endorsed to New England Funds for deposit into an
account registered to the shareholder.)
New England Funds will NOT accept third-party checks, except certain
third-party checks issued by other mutual fund companies, broker
dealers or banks representing the transfer of retirement assets. (A
third-party check is a check made payable to a party which is not a
New England Funds shareholder, but which has been ultimately endorsed
to New England Funds for deposit into an account.)
SP34-1095
