NEW ENGLAND FUNDS TRUST I
497, 1995-05-02
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<PAGE>
                           NEW ENGLAND FUNDS TRUST I

                       NEW ENGLAND STRATEGIC INCOME FUND


                          Supplement dated May 1, 1995
       to New England Strategic Income Fund Prospectus dated May 1, 1995
            and New England Bond Funds Prospectus dated May 1, 1995



On the first $25 million in commissionable sales of New England Strategic Income
Fund  (the  "Fund"),   the  Distributor  will  pay  additional   concessions  to
participating  investment  dealers.   Specifically,  the  Distributor  will  pay
participating investment dealers 5.00% on commissionable sales of Class A shares
of  up  to  $100,000,   which  includes  a  1.00%  additional   concession.   On
commissionable  sales of Class A shares in excess of $100,000,  the  Distributor
will pay 1.00% in addition to the amount of the dealer's concession set forth in
the Fund's prospectus.  During the same period, the Distributor will pay a total
of 5.00% and 2.00%, respectively, on commissionable sales of Class B and Class C
shares, which includes a 1.00% additional concession.


SP25-0595
<PAGE>
[LOGO]
NEW ENGLAND FUNDS
- --------------------------------------------------------------------------------
NEW ENGLAND GOVERNMENT SECURITIES FUND
NEW ENGLAND LIMITED TERM U.S. GOVERNMENT FUND
NEW ENGLAND ADJUSTABLE RATE U.S. GOVERNMENT FUND
NEW ENGLAND STRATEGIC INCOME FUND
NEW ENGLAND BOND INCOME FUND
NEW ENGLAND HIGH INCOME FUND
NEW ENGLAND TAX EXEMPT INCOME FUND

PROSPECTUS AND APPLICATION -- MAY 1, 1995

New England  Government  Securities Fund, New England Strategic Income Fund, New
England Bond Income Fund and New England Tax Exempt  Income Fund,  series of New
England Funds Trust I, and New England  Limited Term U.S.  Government  Fund, New
England  Adjustable Rate U.S.  Government Fund and New England High Income Fund,
series of New England Funds Trust II, are separate mutual funds (the "Funds" and
each a "Fund").  New England  Funds  Trust I and New England  Funds Trust II are
referred to in this prospectus as the "Trusts."

Each Fund offers two classes of shares to the general  public  (Classes A and B)
except New England Limited Term U.S.  Government,  New England  Strategic Income
Fund and New  England  Bond  Income  Fund which  offer  three  classes of shares
(Classes A, B and C) to the general  public.  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  12b-1 fees than Class A shares.  See "Buying  Fund Shares --
Sales Charges." Through a separate prospectus, New England Government Securities
Fund, New England Limited Term U.S. Government Fund, New England Adjustable Rate
U.S.  Government  Fund, New England  Strategic  Income Fund and New England Bond
Income Fund also offer Class Y shares to certain institutional investors.

FOR GENERAL INFORMATION ON THE FUNDS OR ANY OF THEIR SERVICES AND FOR ASSISTANCE
IN OPENING AN ACCOUNT,  CONTACT YOUR  INVESTMENT  DEALER OR CALL THE DISTRIBUTOR
TOLL FREE: 1-800-225-5478.

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

SHARES  OF THE FUNDS 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.


<PAGE>
<TABLE>
<CAPTION>
                                                 T A B L E  O F  C O N T E N T S

<S>   <C>                                                  <C> 
Page  NEW ENGLAND FUNDS
  1   Investment Objectives                                The investment goal for each Fund.
  1   New England Investment Companies and the Funds'      The Funds' advisers and subadvisers are affiliates of NEIC.
        Advisers and Subadvisers                             
 ---------------------------------------------------------------------------------------------------------------------------------
      FUND EXPENSES AND FINANCIAL INFORMATION
  2   Schedule of Fees                                     Sales charges, yearly operating expenses.
  4   Financial Highlights                                 Historical information on the Funds' performance.
 ---------------------------------------------------------------------------------------------------------------------------------
      INVESTMENT STRATEGY
 11   How the Funds Pursue Their Objectives
 11   Fund Investments
 ---------------------------------------------------------------------------------------------------------------------------------
 17   INVESTMENT RISKS                                     It is important to understand the risks inherent in a Fund
                                                             before you invest.
 ---------------------------------------------------------------------------------------------------------------------------------
 21   FUND MANAGEMENT
 ---------------------------------------------------------------------------------------------------------------------------------
 23   Minimum Investment                                   Everything you need to know to open and add to a New England
 23   6 Ways to Buy Fund Shares                              Funds account.
        [] Through your investment dealer
        [] By mail
        [] By wire transfer
        [] By Investment Builder
        [] By electronic purchase through ACH
        [] By exchange from another New England Fund
 24   Sales Charges
 27   Reduced Sales Charges
         (Class A Shares Only)
 ---------------------------------------------------------------------------------------------------------------------------------
      OWNING FUND SHARES
 29   Exchanging Among New England Funds                   New England Funds offers three convenient ways to
 29   Fund Dividend Payments                                 exchange Fund shares.
 ---------------------------------------------------------------------------------------------------------------------------------
      SELLING FUND SHARES
 31   5 Ways to Sell Fund Shares                           How to withdraw money or close your account.
        [] Through your investment dealer
        [] By telephone
        [] By mail
        [] By check
        [] By Systematic Withdrawal Plan
 32    Repurchase  Option                                  An  opportunity  to  reinvest your  redemption 
          (Class A Shares Only)                              proceeds within 120 days for no sales charge.
 ---------------------------------------------------------------------------------------------------------------------------------
      FUND DETAILS
34  How Fund Share Price is Determined                   Additional information you may find important.
34  Income Tax Considerations
35  The Funds' Expenses
37  Performance Criteria
37  Additional Facts About the Funds
40  Appendix A                                           Ratings of Securities.
41  Appendix B                                           Portfolio Composition of the High Income Fund.
42  Glossary of Terms
</TABLE>
<PAGE>
                               New England Funds

INVESTMENT OBJECTIVES NEW ENGLAND GOVERNMENT SECURITIES FUND
(the "Government Securities Fund")
The  Fund  seeks a high  level of  current  income  consistent  with  safety  of
principal by investing in U.S. Government securities.
Adviser: Back Bay Advisors, L.P.

NEW ENGLAND LIMITED TERM U.S. GOVERNMENT FUND
(the "Limited Term U.S.  Government  Fund")
The Fund seeks a high current return consistent with preservation of capital.
Adviser: Back Bay Advisors, L.P.

NEW ENGLAND ADJUSTABLE RATE U.S. GOVERNMENT FUND
(the  "Adjustable  Rate  Fund")
The Fund seeks a high level of current income  consistent with low volatility of
principal.  The Fund  intends  to pursue  its  objective  by  investing  only in
securities  issued  or  guaranteed  by the  U.S.  Government,  its  agencies  or
instrumentalities.
Adviser: Back Bay Advisors, L.P.

NEW ENGLAND STRATEGIC INCOME FUND
(the  "Strategic  Income  Fund")
The Fund seeks high current income with a secondary objective of capital growth.
Adviser:  New  England  Funds  Management,  L.P.
Subadviser: Loomis, Sayles & Company, L.P.

NEW ENGLAND BOND INCOME FUND
(the  "Bond  Income  Fund")
The 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.
Adviser:  Back Bay Advisors, L.P.

NEW  ENGLAND  HIGH  INCOME  FUND
(the  "High  Income  Fund")
The Fund seeks high current income plus the opportunity for capital appreciation
to produce a high total return.
Adviser: Back Bay Advisors, L.P.

NEW ENGLAND TAX EXEMPT INCOME FUND
(the "Tax Exempt Income Fund")
The Fund seeks as high a level of current  income  exempt  from  federal  income
taxes as is consistent  with  reasonable  risk and  protection of  shareholders'
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.
Adviser: Back Bay Advisors, L.P.
Subadviser: Loomis, Sayles & Company, L.P.

NEW ENGLAND INVESTMENT COMPANIES AND THE FUNDS' ADVISERS AND SUBADVISERS
The   investment   advisers   and   subadvisers   of  each  of  the   Funds  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 $60 billion in assets for individuals
and  institutions.  Each adviser and subadviser  operates  independently  and is
staffed  by  experienced   investment   professionals.   All  the  advisers  and
subadvisers apply  specialized  knowledge and careful analysis to the pursuit of
each Fund's objectives.

BACK BAY ADVISORS,  L.P.  ("Back Bay Advisors"),  investment  adviser of all the
Funds  except the  Strategic  Income  Fund,  manages  over $6 billion in assets,
primarily mutual fund and institutional fixed-income portfolios.

NEW ENGLAND FUNDS MANAGEMENT, L.P. ("NEFM"), investment adviser of the Strategic
Income Fund, is a newly organized investment adviser.

LOOMIS,  SAYLES & COMPANY,  L.P. ("Loomis Sayles"),  subadviser to the Strategic
Income Fund and the Tax Exempt Income Fund, has over $35 billion of assets under
management.  Loomis  Sayles  manages  portfolios  for  institutional  investors,
individuals and mutual funds.
<PAGE>

                    FUND EXPENSES AND FINANCIAL INFORMATION

                                SCHEDULE OF FEES

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

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES -- PAID DIRECTLY BY SHAREHOLDERS

                                  NEW ENGLAND GOVERNMENT SECURITES FUND
                                      NEW ENGLAND BOND INCOME FUND
                                      NEW ENGLAND HIGH INCOME FUND                                                NEW ENGLAND
                                   NEW ENGLAND TAX EXEMPT INCOME FUND           NEW ENGLAND LIMITED TERM        ADJUSTABLE RATE
                                   NEW ENGLAND STRATEGIC INCOME FUND              U.S. GOVERNMENT FUND        U.S. GOVERNMENT FUND
                                    --------------------------------            -------------------------    ---------------------
                                     CLASS A    CLASS B  CLASS C<F4>             CLASS A  CLASS B  CLASS C      CLASS A   CLASS B
                                     -------    -------  ----------             -------  -------  -------      -------   -------
<S>                                  <C>        <C>      <C>                    <C>      <C>      <C>          <C>       <C>
  Maximum Initial Sales Charge
    Imposed on a Purchase
    (as a percentage of offering
    price)<F1><F2>................    4.50%      None        None                   3.00%  None     None         1.00%      None
  Maximum Contingent Deferred
    Sales Charge
    (as a percentage of original
    purchase price or redemption
    proceeds, as applicable)<F2>..    <F3>       4.00%       None                    <F3>  4.00%    None          <F3>      4.00%
  Deferred Sales Charge ..........    None       None        None                   None   None     None         None       None
  Redemption Fee .................    None       None        None                   None   None     None         None       None
  Exchange Fee ...................    None       None        None                   None   None     None         None       None

<FN>
<F1>A reduced sales charge on Class A shares applies in some cases.
<F2>Does not apply to reinvested distributions.
<F3>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. See "Sales Charges."
<F4>Applies only to the Strategic Income Fund and the Bond Income Fund.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES -- PAID DIRECTLY BY THE FUND, AND INDIRECTLY BY ITS SHAREHOLDERS
(as a percentage of net assets)
                                                                                       NEW ENGLAND
                                        NEW ENGLAND                                 ADJUSTABLE RATE 
                                         GOVERNMENT      NEW ENGLAND LIMITED TERM         U.S.              NEW ENGLAND
                                       SECURITIES FUND     U.S. GOVERNMENT FUND     GOVERNMENT FUND    STRATEGIC INCOME FUND
                                       ----------------  -------------------------  ----------------  -------------------------
                                      CLASS A  CLASS B  CLASS A  CLASS B  CLASS C  CLASS A  CLASS B  CLASS A  CLASS B  CLASS C
                                      -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                    <C>      <C>      <C>      <C>      <C>     <C>       <C>       <C>       <C>       <C>
  Management Fees ...................  0.65%    0.65%    0.63%    0.63%    0.63%   0.25%<F2> 0.25%<F2> 0.00%<F3> 0.00%<F3> 0.00%<F3>
  12b-1 Fees ........................  0.25     1.00<F1> 0.35     1.00<F1> 1.00<F1>0.25      1.00<F1>  0.25      1.00<F1>  1.00<F1>
  Administrative Services Fees ......  None     None     None     None     None    0.09<F2>  0.09<F2>  None      None      None
  Other Expenses ....................  0.39     0.39     0.20     0.20     0.20    0.11      0.11      1.00      1.00      1.00
  Total Expenses ....................  1.29     2.04     1.18     1.83     1.83    0.70<F2>  1.45<F2>  1.25<F3>  2.00<F3>  2.00<F3>


                                                                         NEW ENGLAND HIGH           NEW ENGLAND TAX
                                  NEW ENGLAND BOND INCOME FUND             INCOME FUND             EXEMPT INCOME FUND
                               ----------------------------------  ----------------------------  ----------------------
                                CLASS A     CLASS B     CLASS C       CLASS A        CLASS B      CLASS A     CLASS B
                                -------     -------     -------       -------        -------      -------     -------
<S>                            <C>         <C>         <C>         <C>            <C>            <C>         <C>    
  Management Fees ...........  0.45%       0.45%       0.45%       0.52%<F4>      0.52%<F4>      0.43%       0.43%
  12b-1 Fees ................  0.25        1.00<F1>    1.00<F1>    0.35           1.00<F1>       0.25        1.00<F1>
  Administrative Services
    Fees ....................  None        None        None        None           None           None        None
  Other Expenses ............  0.38        0.38        0.38        0.73           0.73           0.24        0.24
  Total Expenses ............  1.08        1.83        1.83        1.60<F4>       2.25<F4>       0.92        1.67

<F1>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.
<F2>After fee waiver and expense  reduction by the Fund's  adviser  and/or the  Distributor.  Without the  voluntary  limitations,
    Management Fees and Administrative Services Fees would be 0.38% and 0.14%, respectively; and Total Expenses would be 0.88% for
    Class A shares and 1.63% for Class B shares.
<F3>After fee waiver and expense  reduction by the Fund's adviser and subadviser.  Without the voluntary  limitations,  Management
    Fees would be 0.65%;  and estimated  Total Expenses would be 1.90% for Class A shares,  2.65% for Class B shares and 2.65% for
    Class C shares.
<F4>After fee waiver by the Fund's adviser.  Without the voluntary limitation,  Management Fees would be 0.75%; and Total Expenses
    would be 1.83% for Class A shares and 2.48% for Class B shares.
</TABLE>
<PAGE>
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>
                                                                                       NEW ENGLAND
                                        NEW ENGLAND                                 ADJUSTABLE RATE 
                                         GOVERNMENT      NEW ENGLAND LIMITED TERM         U.S.              NEW ENGLAND
                                       SECURITIES FUND     U.S. GOVERNMENT FUND     GOVERNMENT FUND    STRATEGIC INCOME FUND
                                       ----------------  -------------------------  ----------------  -------------------------
                                      CLASS A  CLASS B  CLASS A  CLASS B  CLASS C  CLASS A  CLASS B  CLASS A  CLASS B   CLASS C
                                      -------  -------  -------  -------  -------  -------  -------  -------  -------   -------
                                              <F1> <F2>          <F1> <F2>                 <F1> <F2>           <F1> <F2>
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>    <C>  <C>   <C>    <C>   <C>    <C>    <C>    <C>  <C>     <C>   <C>   <C> <C>
 1 year ............................   $ 58  $ 61  $ 21   $ 42  $ 59  $ 19   $ 19   $ 37  $ 55  $ 15    $57   $60   $20    $20
- ----------------------------------------------------------------------------------------------------------------------------------
 3 years ...........................   $ 84  $ 94  $ 64   $ 66  $ 88  $ 58   $ 58   $ 52  $ 76  $ 46    $83   $93   $63    $63
- ----------------------------------------------------------------------------------------------------------------------------------
 5 years ...........................   $113  $120  $110   $ 93  $109  $ 99   $ 99   $ 68  $ 89  $ 79   <F4>  <F4>  <F4>    <F4>
- ----------------------------------------------------------------------------------------------------------------------------------
10 years<F3>........................   $194  $218  $218   $169  $198  $198   $215   $114  $153  $153   <F4>  <F4>  <F4>    <F4>

<CAPTION>
                                                NEW ENGLAND                       NEW ENGLAND               NEW ENGLAND TAX
                                             BOND INCOME FUND                   HIGH INCOME FUND           EXEMPT INCOME FUND
                                  ---------------------------------------  --------------------------  --------------------------
                                   CLASS A        CLASS B        CLASS C   CLASS A       CLASS B       CLASS A       CLASS B
                                   -------        -------        -------   -------       -------       -------       -------
                                                  <F1>      <F2>                         <F1>     <F2>               <F1>    <F2>
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>       <C>       <C>       <C>      <C>      <C>       <C>      <C>      <C> 
  1 year .......................       $ 56      $ 59      $ 19      $ 19      $ 61     $ 63     $ 23      $ 54     $ 57     $ 17
- ---------------------------------------------------------------------------------------------------------------------------------
  3 years ......................       $ 78      $ 88      $ 58      $ 58      $ 93     $100     $ 70      $ 73     $ 83     $ 53
- ---------------------------------------------------------------------------------------------------------------------------------
  5 years ......................       $102      $109      $ 99      $ 99      $128     $130     $120      $ 94     $101     $ 91
- ---------------------------------------------------------------------------------------------------------------------------------
  10 years<F1>..................       $171      $195      $195      $215      $226     $242     $242      $154     $178     $178
<FN>
<F1>Assumes redemption at end of period.
<F2>Assumes no redemption.
<F3>Class B shares automatically convert to Class A shares after 8 years; therefore,  Class B amounts are calculated using Class A
    expenses in years 9 and 10.
<F4>New England  Strategic  Income Fund is a recently  organized  fund.  Federal  regulation  requires that examples for this Fund
    include information for 1 and 3 years only.
</TABLE>

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 Funds.

For information  about the expenses of the Government  Securities,  Limited Term
U.S. Government,  Adjustable Rate, Strategic Income and Bond Income Funds' Class
Y shares,  which  differ  from the  expenses of the Class A, Class B and, in the
case of the  Limited  Term U.S.  Government,  Strategic  Income and Bond  Income
Funds,  Class C shares,  see "Additional  Facts About the Funds." To obtain more
information  about Class Y shares,  please  call the  Distributor  toll-free  at
1-800-225-5478.  For additional  information  about the Funds'  management fees,
12b-1 fees and other  expenses,  please see "Fund  Management"  and "The  Funds"
Expenses."

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

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.
<PAGE>
FINANCIAL HIGHLIGHTS
(For  Class A and B shares of each Fund  outstanding  throughout  the  indicated
periods.)

The Financial  Highlights  presented on pages 4 through 10 have been included in
financial  statements  for  the  Funds'  Class  A and B  shares.  The  financial
statements  for the New England  Government  Securities  Fund,  New England Bond
Income Fund and New England Tax Exempt  Income Fund have been  examined by Price
Waterhouse LLP,  independent  accountants,  and the financial statements for New
England  Limited Term U.S.  Government  Fund, New England  Adjustable  Rate U.S.
Government Fund and New England High Income Fund have been examined by Coopers &
Lybrand LLP, independent accountants. The Financial Highlights should be read in
conjunction with the financial  statements and the notes thereto incorporated by
reference in Part II of the Statement.
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND GOVERNMENT SECURITIES FUND
                                                                    CLASS A
                         -----------------------------------------------------------------------------------------------------------
                         SEPT. 16<F1> YEAR   NOV. 30, 
                           THROUGH   ENDED   THROUGH                            YEAR ENDED DECEMBER 31,
                           NOV. 30, NOV. 30,. DEC. 31,------------------------------------------------------------------------------
                            1985     1986     1986<F5>   1987      1988      1989      1990      1991      1992      1993      1994
  ----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>      <C>        <C>       <C>      <C>       <C>
Net asset value,
  beginning of period     $12.50    $12.72    $13.51    $13.48    $12.10    $11.85    $11.99    $11.38    $11.92   $11.73    $11.75
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment
  operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income       0.24      1.07      0.08      0.89      0.93      0.90      0.86      0.82      0.70     0.72      0.69
- ------------------------------------------------------------------------------------------------------------------------------------
Net gains or losses on
  investments (both
  realized and unrealized)  0.22      0.82     (0.04)    (0.93)    (0.18)     0.52     (0.27)     0.75      0.07     0.32     (1.32)
- ----------------------------------------------------------------------------------------------------------------------------------  
Total income from
  investment operations     0.46      1.89      0.04     (0.04)     0.75      1.42      0.59      1.57      0.77     1.04     (0.63)
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions (from net
  investment income)       (0.24)    (1.07)    (0.07)    (0.89)    (0.85)    (0.95)    (0.89)    (0.82)    (0.68    (0.72)    (0.69)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions (from
  net realized 
  capital gains)            0.00     (0.03)     0.00     (0.45)    (0.15)     0.00      0.00     (0.21)    (0.28)   (0.30)     0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions (from
  paid-in capital)          0.00      0.00      0.00      0.00      0.00     (0.33)    (0.31)     0.00      0.00     0.00      0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions -      (0.24)    (1.10)    (0.07)    (1.34)    (1.00)    (1.28)    (1.20)    (1.03)    (0.96)   (1.02)    (0.69)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value,
  end of period           $12.72    $13.51    $13.48    $12.10    $11.85    $11.99     $11.38    $11.92   $11.73   $11.75    $10.43
- ----------------------------------------------------------------------------------------------------------------------------------- 
Total return (%)<F3>         3.2      15.5       0.3      (0.1)      6.8      12.6        5.7      14.9      6.8      9.0      (5.5)
- ----------------------------------------------------------------------------------------------------------------------------------- 
Ratios/Supplemental
  data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end
 of period (000)         $48,326  $186,040  $190,416  $192,250  $179,130  $183,669   $181,343  $180,198 $178,030  $182,436 $147,986
Ratio of operating
 expenses to average
 net assets (%)<F4>         0.03<F2>  0.94      1.21<F2>  1.30      1.24      1.21       1.21     1.21      1.23      1.22     1.29
Ratio of net investments
 income to average net      9.78<F2>  7.82      6.85<F2>  7.20      7.69      7.50       7.63     7.28      5.92      5.70     6.66
 assets (%)             
  Portfolio turnover rate(%)   0<F2>    66         0<F2>   178       150       389        737      305       730       276      809
<FN>
<F1>The Fund commenced operations on September 16, 1985.
<F2>Computed on an annualized basis.
<F3>A sales charge is not reflected in total return calculations. Periods of less than one year are not annualized.
<F4>The ratio of expenses to average net assets  without  giving  effect to voluntary  expense  limitations  would have been 1.94%
    (annualized) and 1.21% for the periods ended November 30, 1985 and 1986, respectively.
<F5>Fiscal year end changed from November 30 to December 31 in 1986.
</TABLE>
<PAGE>
                                                  CLASS B
                                    ----------------------------------------
                                    SEPT. 23(A) THROUGH         YEAR ENDED
                                       DEC. 31, 1993           DEC. 31, 1994
- ----------------------------------------------------------------------------
Net asset value,  beginning of period     $12.26                $11.75
- ----------------------------------------------------------------------------
Income from investment operations
- ----------------------------------------------------------------------------
Net investment income                       0.16                  0.60
Net gains or losses on securities
 (both realized and unrealized)            (0.30)                (1.32)
- ----------------------------------------------------------------------------
Total income from investment operations    (0.14)                (0.72)
- ----------------------------------------------------------------------------
Less distributions
- ----------------------------------------------------------------------------
Distributions (from net investment income) (0.16)                (0.60)
Distributions (from net realized
 capital gains)                            (0.21)                 0.00
Distributions (from paid-in capital)        0.00                  0.00
- ----------------------------------------------------------------------------
Total distributions                        (0.37)                (0.60)
- ----------------------------------------------------------------------------
Net asset value, end of period            $11.75                $10.43
============================================================================
Total return (%)(c)                         (1.2)                 (6.2)
- ----------------------------------------------------------------------------
Ratios/Supplemental data
- ----------------------------------------------------------------------------
Net assets, end of period (000)           $1,255                $2,760
Ratio of operating  expenses to
  average net assets (%)                    1.97(b)               2.04
Ratio of net income to average 
  net assets (%)                            5.03(b)               5.91
Portfolio turnover rate(%)                   276(d)                809

(a) Class B shares were first offered on September 23, 1993.
(b) Computed on an annualized basis.
(c) A contingent deferred sales charge is not reflected in total return
    calculations. Periods of less than one year are not annualized.
(d) Represents portfolio turnover rate for the Fund as a whole for the
    entire fiscal year.
<PAGE>
  NEW ENGLAND LIMITED TERM U.S. GOVERNMENT FUND
<TABLE>
<CAPTION>
                                                              Class A                                            Class B
                              ------------------------------------------------------------------------  ----------------------------
                                 Jan. 3,<F1>                                                                 Sept. 27,<F1>     Year
                                  through                   Year Ended December 31,                        through         Ended
                                 Dec. 31,   ----------------------------------------------------------     Dec. 31,       Dec. 31,
                                   1989       1990         1991       1992         1993         1994          1993          1994
  ----------------------------------------------------------------------------------------------------------------------------------
  <S>                         <C>            <C>          <C>        <C>          <C>          <C>        <C>             <C>   
  Net asset value, beginning
    of period                     $12.50     $12.53       $12.44     $12.86       $12.54       $12.49       $12.76          $12.49
  ----------------------------------------------------------------------------------------------------------------------------------
  Income from investment
    operations
  ----------------------------------------------------------------------------------------------------------------------------------
  Net investment income             0.97       0.94         0.93       0.80         0.71         0.82         0.17            0.71
  Net gains or losses on
    investments (both
    realized and unrealized)        0.27       0.29         0.69      (0.11)        0.08        (1.10)       (0.24)          (1.08)
  ----------------------------------------------------------------------------------------------------------------------------------
  Total income from
    investment operations           1.24       1.23         1.62       0.69         0.79        (0.28)       (0.07)          (0.37)
  ----------------------------------------------------------------------------------------------------------------------------------
  Less distributions
  ----------------------------------------------------------------------------------------------------------------------------------
  Distributions (from net
    investment income)             (0.96)     (0.94)       (0.94)     (0.80)       (0.71)       (0.72)       (0.16)          (0.64)
  Distributions (in excess
    of net investment income)       0.00       0.00         0.00       0.00        (0.01)        0.00        (0.01)           0.00
  Distributions (from net
    realized capital gains)        (0.25)     (0.38)       (0.26)     (0.21)       (0.12)        0.00        (0.03)           0.00
  ----------------------------------------------------------------------------------------------------------------------------------
  Total distributions              (1.21)     (1.32)       (1.20)     (1.01)       (0.84)       (0.72)       (0.20)          (0.64)
  ----------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of
    period                        $12.53     $12.44       $12.86     $12.54       $12.49       $11.49       $12.49          $11.48
  ==================================================================================================================================
  Total return (%)<F4>              10.4       10.5         13.8        5.7          6.4         (2.3)        (0.6)           (2.9)
  ----------------------------------------------------------------------------------------------------------------------------------
  Ratios/Supplemental data
  ----------------------------------------------------------------------------------------------------------------------------------
  Net assets, end of period
    (000)                         $8,430    $50,062     $271,966   $477,396     $562,184     $412,399       $6,221         $11,891
  Ratio of operating
    expenses to average net
    assets(%)<F2>                   1.31       1.25         1.25       1.16         1.14         1.18         1.96<F3>        1.83
  Ratio of net investment
    income to average net
    assets(%)                       7.92       7.95         7.24       6.24         5.64         6.80         4.30<F3>        6.15
  Portfolio turnover rate(%)         731         55          277        323          124          244          124<F5>         244
  <FN>
  -------------
  <F1> The Fund commenced operations on January 3, 1989. Class B shares were first offered beginning September 27, 1993.
  <F2> Commencing May 18, 1989 through March 31, 1992,  expenses were voluntarily  limited to 1.25% of average daily net assets. The
       ratio of expenses to average net assets without giving effect to this expense limitation would have been 3.47% for the period
       ended December 31, 1989 and 1.62% for the year ended December 31, 1990.
  <F3> Computed on an annualized basis.
  <F4> A sales  charge of 3% maximum in the case of Class A shares and a  contingent  deferred  sales  charge in the case of Class B
       shares are not reflected in total return calculations. Periods of less than one year are not annualized.
  <F5> Represents portfolio turnover rate for the Fund as a whole for the entire fiscal year.
</TABLE>
<PAGE>
  NEW ENGLAND ADJUSTABLE RATE U.S. GOVERNMENT FUND
<TABLE>
<CAPTION>
                                                                 Class A                                       Class B
                                        ---------------------------------------------------------  -------------------------------
                                              Oct. 18,<F1>                                              Sept. 13,<F1>       Year
                                               through           Year Ended December 31,                 through           Ended
                                               Dec. 31,   ---------------------------------------        Dec. 31,        Dec. 31,
                                                 1991          1992           1993         1994            1993            1994
  ----------------------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>              <C>            <C>          <C>          <C>              <C>  
  Net asset value, beginning of period          $7.50          $7.50          $7.46        $7.45          $7.52             $7.45
  ----------------------------------------------------------------------------------------------------------------------------------
  Income from investment operations
  ----------------------------------------------------------------------------------------------------------------------------------
  Net investment income                          0.09           0.42           0.33         0.37           0.08              0.29
  Net gains or losses on investments (both 
    realized and unrealized)                     0.00          (0.06)         (0.03)       (0.31)         (0.08)            (0.29)
  ----------------------------------------------------------------------------------------------------------------------------------
  Total income from investment operations        0.09           0.36           0.30         0.06           0.00              0.00
  ----------------------------------------------------------------------------------------------------------------------------------
  Less distributions
  ----------------------------------------------------------------------------------------------------------------------------------
  Distributions (from net investment income)    (0.09)         (0.40)         (0.31)       (0.31)         (0.07)            (0.25)
  ----------------------------------------------------------------------------------------------------------------------------------
  Total distributions                           (0.09)         (0.40)         (0.31)       (0.31)         (0.07)            (0.25)
  ----------------------------------------------------------------------------
  Net asset value, end of period                $7.50          $7.46          $7.45        $7.20          $7.45             $7.20
  ==================================================================================================================================
  Total return (%)<F4>                            1.2            4.9            4.0          0.8            0.0              0.10
  ----------------------------------------------------------------------------------------------------------------------------------
  Ratios/Supplemental data
  ----------------------------------------------------------------------------------------------------------------------------------
  Net assets, end of period (000)             $60,684       $294,687       $734,251     $489,637           $855            $2,056
  Ratio of operating expenses to average
    net assets(%)<F2>                            0.50<F3>       0.57           0.60         0.60           1.35<F3>         1.35
  Ratio of net
    investment income to average
    net assets (%)                               6.43<F3>       5.39           4.39         4.85           3.50<F3>          4.1
  Portfolio turnover rate(%)                       52<F3>         49             54           17             54<F5>            17
  <FN>
  --------------
  <F1> The Fund commenced operations on October 18, 1991. Class B shares were first offered on September 13, 1993.
  <F2> From  October 19, 1991  through  March 20,  1992  expenses  were  voluntarily  limited to 0.50% of average  daily net assets.
       Commencing  April 1, 1992 expenses were  voluntarily  limited to 0.60% of Class A average  daily net assets,  and,  effective
       September 13, 1993, 1.35% of Class B average daily net assets.  The ratio of operating expenses to average net assets without
       giving effect to these expense  limitations would have been 1.26%  (annualized) and 0.96%, 0.86% and 0.88% for Class A shares
       for the period  ended  December  31,1991  and the years ended  December  31,  1992,  1993 and 1994,  respectively,  and 1.61%
       (annualized)  and 1.63% for Class B shares for the period  September  13, 1993  through  December 31, 1993 and the year ended
       December 31, 1994, respectively.
  <F3> Computed on an annualized basis.
  <F4> A sales charge of 1.00% (maximum) in the case of Class A shares and a contingent deferred sales charge in the case of Class B
       shares are not reflected in total return calculations. Periods of less than one year are not annualized.
  <F5> Represents portfolio turnover rate for the Fund as a whole for the entire fiscal year.
</TABLE>
<PAGE>
  NEW ENGLAND BOND INCOME FUND
<TABLE>
<CAPTION>
                                                                Class A                                                Class B
                 --------------------------------------------------------------------------------------------  ------------------
                                  July 1,                                                                      Sept. 13,<F1> Year
                     June 30,     through                        Year Ended December 31,                          through    Ended
                 ---------------- Dec. 31,  -----------------------------------------------------------------     Dec. 31,  Dec. 31,
                   1985    1986    1986<F4>   1987    1988    1989    1990    1991     1992     1993     1994      1993      1994
- ----------------------------------------------------------------------------
<S>                <C>     <C>    <C>        <C>     <C>     <C>     <C>      <C>      <C>      <C>      <C>    <C>         <C>   
Net asset value,
  beginning of
  period           $ 9.78  $10.93  $11.45    $11.73  $10.98  $10.89  $11.23   $11.12   $12.14   $12.12   $12.18    $13.06    $12.18
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment
  operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment
  income             1.09    0.98    0.49      0.90    0.85    0.91    0.89     0.88     0.85     0.77     0.72      0.20      0.63
Net gains or losses
  on investments
  (both realized and
  unrealized)        1.14    0.71    0.26     (0.75)  (0.06)   0.34   (0.10)    1.04     0.01     0.66    (1.23)    (0.30)    (1.23)
- ------------------------------------------------------------------------------------------------------------------------------------
Total income from
  investment
  operations         2.23    1.69    0.75      0.15    0.79    1.25    0.79     1.92     0.86     1.43    (0.51)    (0.10)    (0.60)
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions (from
  net investment
  income)           (1.08)  (1.17)  (0.47)    (0.90)  (0.88)  (0.91)  (0.90)   (0.90)   (0.86)   (0.78)   (0.72)    (0.19)    (0.63)
Distributions (from
  net realized
  capital gains)     0.00    0.00    0.00      0.00    0.00    0.00    0.00     0.00    (0.02)   (0.59)    0.00     (0.59)     0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions (1.08)  (1.17)  (0.47)    (0.90)  (0.88)  (0.91)  (0.90)   (0.90)   (0.88)   (1.37)   (0.72)    (0.78)    (0.63)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, 
 end of period     $10.93  $11.45  $11.73    $10.98  $10.89  $11.23  $11.12   $12.14   $12.12   $12.18   $10.95    $12.18    $10.95
====================================================================================================================================
Total return (%)<F3> 24.2    16.6     6.7       1.4     7.4    11.9     7.5     18.1      7.5     12.1     (4.2)     (0.8)     (4.9)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental
  data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of
  period (000)    $37,379 $46,175 $54,210   $60,071 $67,548 $76,662 $85,372 $113,759 $145,184 $179,264 $155,362    $2,661    $9,435
Ratio of operating
  expenses to
  average net 
  assets (%)         0.85    0.92    1.02<F2>  1.31    1.20    1.18    1.18     1.15     1.08     1.04     1.08      1.81<F2>  1.83
Ratio of net
  investment income
  to average net
  assets(%)         10.63    8.80    8.29<F2>  8.03    7.68    8.27    8.05     7.69     7.08     6.10     6.46      4.79<F2>  5.71
Portfolio turnover
  rate(%)             217     242     352<F2>   307      88      77     126      218       89      202       77       202<F5>    77
<FN>
- ------------
<F1> Commencement of offering of Class B shares.
<F2> Computed on an annualized basis.
<F3> A sales charge in the case of the Class A shares and a contingent  deferred  sales charge in the case of Class B shares are not
     reflected in total return calculations. Periods of less than one year are not annualized.
<F4> Fiscal year end changed in 1986 from June 30 to December 31.
<F5> Represents portfolio turnover rate for the Fund as a whole for the entire fiscal year.
</TABLE>
<PAGE>
NEW ENGLAND HIGH INCOME FUND
<TABLE>
<CAPTION>
                                                               Class A                                               Class B
                         ------------------------------------------------------------------------------------  --------------------
                                                        Four
                                                       Months                                                 Sept. 20,<F1> Year
                           Year Ended August 31,       Ended              Year Ended December 31,               through    Ended
                        ----------------------------  Dec. 31, ----------------------------------------------   Dec. 31,  Dec. 31,
                        1985    1986    1987    1988  1988<F4>   1989    1990    1991    1992    1993    1994     1993      1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>     <C>     <C>     <C>    <C>       <C>     <C>      <C>     <C>    <C>     <C>   <C>         <C>   
Net asset value,
  beginning of period  $13.43  $14.56  $14.52  $13.77  $11.69   $11.08  $10.07   $7.56   $9.07  $ 9.46  $10.06      $ 9.87   $10.06
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment
  operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income    1.56    1.54    1.50    1.53     0.43    1.31    1.30    1.02    0.94    0.90    0.88        0.23     0.79
Net gains or losses
  on investments
  (both realized and
  unrealized)            1.30    0.18   (0.26)  (1.92)  (0.56)   (0.93)  (2.49)   1.58    0.44    0.61   (1.19)       0.20    (1.18)
- ------------------------------------------------------------------------------------------------------------------------------------
Total income from
  investment operations  2.86    1.72    1.24   (0.39)  (0.13)    0.38   (1.19)   2.60    1.38    1.51   (0.31)       0.43    (0.39)
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions (from
  net investment
  income)<F5>           (1.64)  (1.56)  (1.56)  (1.53)  (0.43)   (1.31)  (1.30)  (1.02)  (0.94)  (0.90)  (0.86)      (0.23)   (0.78)
Distributions (in
  excess of net
  investment income)     0.00    0.00    0.00    0.00    0.00     0.00    0.00    0.00    0.00   (0.01)   0.00       (0.01)   (0.01)
Distributions (from
  net realized
  capital gains)        (0.09)  (0.20)  (0.43)  (0.13)   0.00     0.00    0.00    0.00    0.00    0.00    0.00        0.00     0.00
Distributions (from
paid-in capital)         0.00    0.00    0.00   (0.03)  (0.05)   (0.08)  (0.02)  (0.07)  (0.05)   0.00    0.00        0.00     0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions     (1.73)  (1.76)  (1.99)  (1.69)  (0.48)   (1.39)  (1.32)  (1.09)  (0.99)  (0.91)  (0.86)      (0.24)   (0.79)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end
  of period            $14.56  $14.52  $13.77   11.69  $11.08   $10.07  $ 7.56   $9.07   $9.46  $10.06  $ 8.89      $10.06   $ 8.88
====================================================================================================================================
Total return (%)<F7>     22.6    12.4     9.0    (2.6)   (1.2)     3.3   (13.1)   36.3    15.8    16.5    (3.3)        4.4     (4.0)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of
  period (000)        $19,903 $22,080 $20,439 $14,517 $11,870   $9,070  $6,814 $12,280 $20,992 $31,176 $33,673      $1,232   $5,233
Ratio of operating
  expenses to average
  net assets(%)<F2>      1.48    1.50    1.50<F6>1.57    1.50<F3> 1.50    1.50    1.50    1.50    1.54    1.60        2.25<F3> 2.25
Ratio of net
  investment income
  to average net
  assets(%)             11.25   10.53   10.60   12.45   11.58<F3>12.28   14.00   11.56    9.74    9.17    9.18        7.66<F3> 8.53
Portfolio turnover
  rate(%)                  43      86      39      29       1<F3>   30       7      30      19      43      33          43<F8>   33
- --------------
<FN>
<F1> Commencement of offering of Class B shares.
<F2> Commencing  October 1, 1993  expenses  were  voluntarily  limited to the annual rate of 1.60% of Class A average net assets and
     2.25% of Class B average net assets.  From May 18, 1989 through September 30, 1993, expenses  (including  non-recurring  items)
     were voluntarily  limited to 1.50% of average daily net assets of Class A shares.  From July 27, 1988 through May 17, 1989, and
     during all periods prior to May 18, 1988, expenses (excluding certain non-recurring items) were limited to 1.50% of average net
     assets of Class A shares.  Non-recurring  expenses excluded for purposes of calculating this expense limitation were $3,267 for
     the year ended August 31, 1988,  $51,751 for the four months ended  December 31, 1988 and $42,482 for the period from January 1
     through May 17, 1989. The ratios of expenses to average net assets for Class A shares, including all non-recurring expenses and
     assuming the foregoing expense limitations had not been in effect, would have been 2.34% and 2.34%, respectively, for the years
     ended August 31, 1987 and 1988,  2.63% (on an  annualized  basis) for the four months ended  December 31, 1988,  3.08%,  3.02%,
     2.63%,  2.00%,  1.82% and 1.83% for the years  ended  December  31,  1989,  1990,  1991,  1992,  1993 and 1994.  Excluding  all
     non-recurring expenses,  these ratios would have been 2.07%, 2.32%, 2.23% (on an annualized basis), 2.68%, 2.97%, 2.63%, 2.00%,
     1.82% and 1.83% for Class A shares for the years ended  August 31, 1987 and 1988,  the period  ended  December 31, 1988 and the
     years ended December 31, 1989, 1990, 1991, 1992, 1993 and 1994,  respectively.  The ratio of expenses to average net assets for
     Class B shares assuming the foregoing expense limitation had not been in effect, would have been 2.53% (on an annualized basis)
     and 2.48% for the period September 20, 1993 through December 31, 1993 and the year ended December 31, 1994.
<F3> Computed on an annualized basis.
<F4> Fiscal year end changed in 1988 from August 31 to December 31. The current investment adviser assumed that function on July 27,
     1988.
<F5> Amounts  distributed  include tax basis  distributions from paid in capital of approximately  $0.06 and $0.02 per share for the
     year ended August 31, 1988 and the four months ended December 31, 1988, respectively.
<F6> One-time  litigation  settlement  costs of $56,920  (0.27% of average net assets) were  incurred in fiscal  1987.  The ratio of
     operating  expenses to average net assets, if calculated  including these  non-recurring  costs,  would have been 1.77%,  after
     giving effect to the expense limitation in effect during such period and described above.
<F7> A sales charge in the case of the Class A shares and a contingent  deferred  sales charge in the case of the Class B shares are
     not reflected in total return calculations. Periods of less than one year are not annualized.
<F8> Represents portfolio turnover rate for the Fund as a whole for the entire fiscal year.
</TABLE>
<PAGE>
NEW ENGLAND TAX EXEMPT INCOME FUND
<TABLE>
<CAPTION>
                                                                    Class A                                           Class B
                      --------------------------------------------------------------------------------------------------------------
                  Year    July 1,                                                                              Sept. 13,<F1> Year
                 Ended      to                                  Year Ended December 31,                           through   Ended
                June 30, Dec. 31,  -----------------------------------------------------------------------------  Dec. 31,  Dec. 31,
                  1985    1985<F4>    1986     1987     1988     1989     1990     1991     1992     1993   1994    1993     1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>         <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>    <C>    <C>        <C>  
Net asset value,
 beginning of
 period          $6.23   $7.23       $7.53    $7.74    $6.79    $7.10    $7.29    $7.21    $7.53    $7.54  $7.87    $8.03     $7.86
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment
 operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment
 income           0.59    0.29        0.53     0.46     0.46     0.47     0.46     0.45     0.44     0.40     0.39   0.07      0.34
Net gains or 
 losses on 
 investments
 (both realized
 and unrealized)  0.93    0.28       0.96     (0.67)    0.29     0.20    (0.08)    0.35     0.21     0.53    (1.01)  0.01    (1.01)
- ------------------------------------------------------------------------------------------------------------------------------------
Total income from
 investment
 operations       1.52    0.57        1.49    (0.21)    0.75     0.67     0.38     0.80     0.65     0.93    (0.62)  0.08    (0.67)
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions (from
 net investment
 income)         (0.52)  (0.27)      (0.68)   (0.42)   (0.44)   (0.48)   (0.46)   (0.43)   (0.46)   (0.42)   (0.40) (0.07)   (0.34)
Distributions 
 (from net
 realized capital
 gains)           0.00    0.00       (0.60)   (0.32)    0.00     0.00     0.00    (0.01)   (0.18)   (0.18)    0.00  (0.18)    0.00
Distributions (from
 paid-in
 capital)         0.00    0.00        0.00     0.00     0.00     0.00     0.00    (0.04)    0.00     0.00     0.00   0.00      --
- ------------------------------------------------------------------------------------------------------------------------------------
Total
 distributions   (0.52)  (0.27)      (1.28)   (0.74)   (0.44)   (0.48)   (0.46)   (0.48)   (0.64)   (0.60)   (0.40) (0.25)   (0.34)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value,
 end of period   $7.23   $7.53       $7.74    $6.79    $7.10    $7.29    $7.21    $7.53    $7.54    $7.87    $6.85  $7.86    $6.85
====================================================================================================================================
Total return
 (%)<F3>          25.3     8.1        21.2     (2.9)    11.5      9.8      5.5     11.6      8.9     12.7     (8.0)   1.0     (8.6)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end 
 of period    
 (000)         $77,524 $83,298    $116,503 $125,661 $131,776 $142,976 $146,232 $162,991 $183,276 $226,881 $184,202 $3,395   $7,997
Ratio of operating
  expenses to
  average net
  assets (%)      0.82    0.84<F2>    0.85     1.04     0.98     0.96     0.97     0.95     0.95     0.91     0.92   1.65<F2> 1.67
Ratio of net
  investment income
  to average net
  assets(%)       8.74    8.00<F2>    6.81     6.56     6.67     6.58     6.46     6.18     5.80     5.27     5.44   3.91<F2> 4.69
Portfolio turnover
  rate(%)          301     294<F2>     156      196       97       89       85      126       85       86       88     86<F5>   88
- ------------
<FN>
<F1> Commencement of offering of Class B shares.
<F2> Computed on an annualized basis.
<F3> A sales  charge in the case of Class A shares  and a  contingent  deferred  sales  charge in the case of Class B shares are not
     reflected in total return calculations. Periods of less than one year are not annualized.
<F4> Fiscal year end changed in 1985 from June 30 to December 31.
<F5> Represents portfolio turnover rate for the Fund as a whole for the entire year.
</TABLE>
<PAGE>
                              Investment Strategy

HOW THE FUNDS PURSUE THEIR OBJECTIVES

Each Fund is a "diversified" mutual fund.

Investments in each Fund will be pooled with money from other  investors in that
Fund to invest in a managed  portfolio  consisting of securities  appropriate to
the Fund's investment objective and policies. There can be no assurance that any
Fund will achieve its objective.

FUND INVESTMENTS

*  GOVERNMENT SECURITIES FUND
   The Government Securities Fund expects that under normal market conditions it
   will invest 100% of its net assets in securities  issued or guaranteed by the
   U.S. Government or its agencies,  authorities or  instrumentalities  that are
   backed by the full faith and credit of the U.S. Government.  These securities
   include,  for  example,  U.S.  Treasury  bills,  bonds  and  notes,  mortgage
   participation  certificates  guaranteed by the Government  National  Mortgage
   Association ("GNMA") and Federal Housing Administration debentures.

   The  Fund  may  invest  in  securities  of any  maturity  and in zero  coupon
   securities.  In addition to investing directly in U.S. Government securities,
   the Fund may purchase "stripped" securities.

   For hedging  purposes,  the Government  Securities Fund may also purchase and
   sell interest rate futures  contracts on U.S.  Government  securities and may
   write and  purchase  options on such  futures and options on U.S.  Government
   securities. Transactions involving futures and options on futures may help to
   reduce the  volatility of the Fund's net asset value,  but this result cannot
   be assured. Options and futures are not backed by the U.S. Government.

   It is a fundamental policy of the Fund that under normal market conditions it
   will invest at least 65% of its total assets in U.S. Government Securities.

*  LIMITED TERM U.S. GOVERNMENT FUND
   The Fund will seek to achieve its  objective by investing in U.S.  Government
   Securities,  which term as used in this  prospectus  includes all  securities
   issued or guaranteed by the U.S.  Government or its agencies,  authorities or
   instrumentalities.  Under normal market conditions, 65% or more of the Fund's
   total assets will be invested in U.S. Government  Securities  (including zero
   coupon bonds) and  collateralized  mortgage  obligations  ("CMOs")  issued by
   instrumentalities  of the  U.S.  Government.  The Fund  may  also  invest  in
   asset-backed   securities  rated  Aaa  by  Moody's  Investors  Service,  Inc.
   ("Moody's")  or AAA by Standard & Poor's  Corporation  ("S&P") or unrated but
   determined by the Fund's adviser to be of comparable quality to securities in
   those rating  categories.  The Fund may purchase and sell  financial  futures
   contracts and options for hedging purposes. The Fund limits its investment in
   CMOs to those issued by instrumentalities of the U.S. Government.

   The Fund's  investment  adviser,  Back Bay  Advisors,  provides a  continuous
   investment  program  designed to maximize  current  return  while  minimizing
   fluctuations in the value of the Fund's  portfolio,  thus stabilizing the net
   asset value of the Fund's  shares.  Because the market value of  fixed-income
   securities  fluctuates in response to changes in interest  rates,  there is a
   risk of a decline in the value of the Fund's  portfolio (and a  corresponding
   decrease in the value of the Fund's  shares) if interest rates  increase.  To
   reduce  this  risk,  the Fund will  ordinarily  seek to  maintain  an average
   dollar-weighted  maturity  of  three  to  seven  years.  The  Fund  may  hold
   individual securities with maturities of more than seven years as long as its
   average maturity remains within this limit.

   "Duration"  is a  commonly  used  measure  of the price  responsiveness  of a
   fixed-income  security  or a  portfolio  of  fixed-income  securities  to  an
   interest rate change  (i.e.,  the change in price one can expect from a given
   change in yield). Many investors and investment analysts consider duration to
   be a more  useful  measure  of  price  sensitivity  than  "maturity."  A debt
   instrument's  duration  is  derived by  discounting  principal  and  interest
   payments to their  present  value  using the  instrument's  current  yield to
   maturity  and  calculating  the  dollar-weighted  average  time  until  these
   payments  will be  received.  The  Fund  will  seek to  maintain  an  average
   portfolio  duration of four years or less.  The Fund's  portfolio may include
   fixed-income  securities  with durations of more than four years,  so long as
   the Fund seeks to  maintain  an average  portfolio  duration of four years or
   less.

   The values of securities  having shorter durations  generally  fluctuate less
   than securities with longer  durations.  A portfolio with an average duration
   of four years or less should  provide  investors  with a reduced risk of loss
   due to rising  interest  rates.  For  example,  based on yields of 6.9% for a
   five-year  U.S.  Treasury  security  and 7.3%  for a  30-year  U.S.  Treasury
   security,  a 1%  increase  in  interest  rates would be expected to result in
   approximately  a 4.3%  reduction  in the  value  of  the  five-year  security
   (duration 4.3) as compared to approximately a 12.4% reduction in the value of
   the 30-year security (duration 12.4).  Conversely,  a 1% decrease in interest
   rates  would be  expected  to result in  similar  increases  in value.  These
   expectations  represent Back Bay Advisors'  estimate of portfolio  volatility
   based upon historic data collected under a wide variety of market conditions,
   but there is no assurance that actual volatility will be consistent with such
   expectations.

   The Fund may lend portfolio  securities amounting to not more than 25% of its
   assets to securities  dealers and may enter into repurchase  agreements on up
   to 25% of its assets.  These transactions must be fully collateralized at all
   times,  but involve  some  credit risk to the Fund if the other party  should
   default  on its  obligations  and the Fund is delayed  in or  prevented  from
   recovering the collateral.  Part II of the Statement  provides more detail on
   these transactions.

*  ADJUSTABLE RATE FUND
   The Fund seeks to achieve its  objective by  investing,  under normal  market
   conditions,  at least 65% of its total  assets in  adjustable  rate  mortgage
   securities  ("ARMs") or other  securities  collateralized  by or representing
   interests  in mortgages  (collectively,  "mortgage  securities"),  which have
   interest  rates that are reset at periodic  intervals and which are issued or
   guaranteed by the U.S. Government or its agencies or  instrumentalities.  The
   Fund  also  may  invest  in CMOs  issued  by  instrumentalities  of the  U.S.
   Government,  but will not invest in privately  issued CMOs.  Other securities
   purchased by the Fund will be limited to  securities  issued or guaranteed by
   the U.S. Government,  its agencies or instrumentalities  but will not include
   any stripped securities (such as interest only or principal only obligations)
   or zero coupon  obligations.  As described in Part II of the  Statement,  the
   Fund also intends to limit its investments to those that would be permissible
   investments for federal credit unions and national banks.  When maintaining a
   temporary defensive position,  the Fund may invest its assets, without limit,
   in U.S. Government securities of any type.

*  STRATEGIC INCOME FUND
   The Fund seeks to achieve its investment objectives by investing at least 65%
   of its  total  assets  in debt  instruments.  The  Fund  may  invest  in debt
   instruments  issued by corporations  based in the United States or abroad and
   debt instruments that are convertible  into equity  securities.  The Fund may
   also  invest  in U.S.  Government  Securities  and in  securities  issued  or
   guaranteed by foreign  governments  (including their political  subdivisions,
   agencies,   authorities  and/or   instrumentalities)   ("Foreign   Government
   Securities") and securities  issued by supranational  agencies.  The Fund may
   invest in debt instruments in any rating category  including debt instruments
   rated in the lowest  rating  categories  (C by  Moody's  and D by S&P) and in
   instruments that are unrated. Securities rated below investment grade quality
   are  considered  high yield,  high risk  securities and are commonly known as
   "junk  bonds."  For more  information  about the risks of  investing  in high
   yield,   high  risk  securities  and  securities  of  foreign  issuers,   see
   "Investment  Risks --  Lower  Rated  Fixed-Income  Securities"  and  "Foreign
   Securities."

   Under normal market  conditions,  the Fund will invest in debt instruments of
   both  domestic and foreign  issuers and in  corporate  as well as  government
   issues. At any time, however, the Fund may invest up to 100% of its assets in
   debt instruments of U.S. issuers,  in debt instruments of foreign issuers, in
   corporate debt instruments or in government  securities.  The Fund may invest
   up to a total of 35% of its total assets in preferred stocks, dividend-paying
   common stocks and shares of  closed-end  investment  companies  (which shares
   will not exceed 10% of the Fund's total assets).

   The proportion of Fund assets invested in corporate bonds,  government bonds,
   preferred  or common  stock  will vary over  time  based on  changing  market
   conditions.  When Loomis Sayles  believes that a particular  market  presents
   more  opportunity  than other markets,  it may increase the proportion of the
   Fund's assets invested in that market.

   The Fund may invest in Rule 144A securities.  For hedging purposes,  the Fund
   may also purchase and sell options and futures and engage in foreign currency
   transactions.  The Fund may also invest in mortgage-backed  securities,  zero
   coupon bonds, stripped securities and pay-in-kind securities.

*  BOND INCOME FUND
   The Bond Income Fund  invests  primarily  in  corporate  and U.S.  Government
   bonds.  At least 80% of its total  assets will be invested in bonds  carrying
   investment grade ratings from one of the recognized rating services. The Fund
   may also purchase  non-rated or lower-rated  bonds. Bonds rated BBB by S&P or
   Baa by Moody's (the lowest ratings that are considered investment grade) have
   speculative characteristics and unfavorable changes in economic conditions or
   other circumstances are more likely to lead to a weakened capacity of issuers
   of these bonds to make principal and interest  payments than is the case with
   higher grade bonds.  If an investment  rated BBB or Baa is  down-graded  by a
   major rating agency, the adviser will consider whether the investment remains
   appropriate  for the Fund.  The Fund may invest in securities of any maturity
   and in zero coupon  securities.  The Fund may also  invest in CMOs.  The Fund
   will normally maintain an average  dollar-weighted  maturity of its portfolio
   of less than ten years.

   The Fund may invest in foreign securities but will do so only when the Fund's
   adviser believes the associated risks are minimal.

*  HIGH INCOME FUND
   The High Income Fund invests  primarily in long-term  corporate  fixed-income
   securities,  the  majority  of which  are rated BBB or lower by S&P or Baa or
   lower by Moody's or are unrated. Securities of below investment grade quality
   are  considered  high-yield,  high-risk  securities and are commonly known as
   "junk bonds". See "Investment Risks -- Lower Rated  Fixed-Income  Securities"
   below.  A  diversified  portfolio  of these  securities  normally  provides a
   current yield or yield to maturity that is  significantly  higher than yields
   of higher rated fixed-income securities.  In addition to high current income,
   the Fund seeks capital  appreciation through (1) market price appreciation in
   periods of declining  interest  rates and (2) the  improvement  of the credit
   standing of issuers.

   The Fund's investment  adviser,  Back Bay Advisors,  provides the Fund with a
   management  program that seeks to reduce risks to the Fund by diversification
   and analysis of the underlying creditworthiness of issuers and the underlying
   value of securities.  Back Bay Advisors  performs its own credit analyses and
   does not rely primarily on the ratings assigned by rating services.  Back Bay
   Advisors' analyses,  in ascertaining both  creditworthiness and potential for
   capital  appreciation,  focus on  technical  factors  as well as  fundamental
   factors such as the  relationship of current market price to anticipated cash
   flow  and its  coverage  of  interest  or  dividend  requirements,  debt as a
   percentage  of assets,  earnings  prospects,  the  experience  and  perceived
   strength of the issuer's  management,  price  responsiveness  of the issuer's
   securities  to  changes  in  interest  rates and  business  conditions,  debt
   maturity  schedules and borrowing  requirements and the issuer's  liquidation
   value.

   The Fund will not invest in defaulted issues as a standard practice,  but may
   from time to time invest in certain  defaulted  issues  that,  in the view of
   Back  Bay   Advisors,   present  an   attractive   opportunity   for  capital
   appreciation.  Because  defaulted issues are ordinarily not income producing,
   investment in such issues would likely reduce the Fund's current yield.

   The Fund  expects  that under normal  market  conditions  at least 80% of the
   value  of its  total  assets  will  be  invested  in  long-term  fixed-income
   securities of U.S.  corporations,  including  preferred stock and convertible
   securities.  To achieve its basic investment objective, the Fund from time to
   time also may  invest  up to 20% of the  value of its total  assets in common
   stocks  and up to 10% of the  value  of  its  total  assets  in  fixed-income
   securities issued by foreign governments or by companies organized in foreign
   countries.  However,  investments  in both of these types of  securities on a
   combined  basis  generally  will not  exceed  20% of the value of the  Fund's
   assets. See "Investment Risks -- Foreign Securities" below.

   The Fund may also invest in zero coupon and "pay-in-kind" securities.

   If Back Bay Advisors  expects a rising trend in interest  rates, it may shift
   the Fund's  portfolio into  shorter-term  debt  securities and domestic money
   market  instruments whose prices might not be affected as much by an increase
   in  interest  rates.  During  those  periods,  or other  periods  when market
   conditions temporarily warrant a more defensive strategy, or in order to meet
   redemptions or pending investments,  the Fund may invest an unlimited portion
   of its  assets  in  U.S.  Government  Securities;  certificates  of  deposit,
   bankers'  acceptances and other obligations of U.S. banks with deposits of at
   least $2 billion at the close of the last  calendar  year;  commercial  paper
   that is rated in the two  highest  categories  of Moody's or S&P;  short-term
   fixed-income securities that are rated within the three highest categories of
   Moody's or S&P; and repurchase agreements with financial  institutions deemed
   creditworthy by Back Bay Advisors.  Investment in such instruments may result
   in a lower current yield and would tend to limit appreciation possibilities.

   The Fund may lend portfolio  securities amounting to not more than 10% of its
   assets to securities dealers. These transactions must be fully collateralized
   at all times,  but  involve  some  credit risk to the Fund if the other party
   should  default on its  obligations  and the Fund is delayed in or  prevented
   from recovering the collateral. Part II of the Statement provides more detail
   on these transactions.

*  TAX EXEMPT INCOME FUND
   The Fund will  normally  invest at least 80% of its net  assets in tax exempt
   bonds.  This is a  fundamental  policy.  The issuers of tax exempt  bonds are
   generally  states and local  governments and their agencies,  authorities and
   other instrumentalities.  Securities purchased by the Fund will be largely of
   investment grade quality.  Immediately  after the purchase of any investment,
   at least 85% of the Fund's assets will consist of securities rated AAA, AA, A
   or BBB by S&P, Aaa, Aa, A or Baa by Moody's or unrated but  determined by the
   Fund's  adviser to be of  comparable  quality to  securities  in those rating
   categories.  The other 15% of the Fund's assets may be invested in securities
   rated below  investment grade (below BBB or Baa) or unrated but determined by
   the investment  adviser to be of comparable  quality.  Bonds rated BBB or Baa
   are considered  investment  grade but may have  speculative  characteristics.
   Unfavorable  changes in economic  conditions or other  circumstances are more
   likely to lead to a  weakened  capacity  of  issuers  of these  bonds to make
   principal and interest  payments than is the case with higher grade bonds. If
   an investment  rated BBB or Baa is down-graded by a major rating agency,  the
   adviser will consider  whether the  investment  remains  appropriate  for the
   Fund. The Fund may invest in bonds rated in the lowest rating  categories,  D
   by S&P or C by  Moody's.  These  classes of bonds can be  regarded  as having
   extremely poor prospects of ever attaining any real investment standing.  The
   Fund may invest in securities of any maturity.

   The Fund may also purchase and sell  interest rate futures  contracts and tax
   exempt  bond  index  futures  contracts  and may write and  purchase  related
   options.  Transactions  involving  futures and options on futures may help to
   reduce  the  volatility  of the  Fund's  net asset  value and the  writing of
   options  on  futures  may yield  additional  income  for the Fund,  but these
   results cannot be assured.  Income from options and futures  transactions  is
   not tax-exempt.

   Although the yield of a tax exempt fund  generally will be lower than that of
   a taxable income fund, the net after-tax  return to investors may be greater.
   The table  below  illustrates  what tax free  investing  can mean for you. It
   shows what you must earn from a taxable  investment to equal a tax-free yield
   ranging from 4% to 6%, under current  federal tax rates.  You can see that as
   your tax rate goes up, so do the benefits of tax-free income.  For example, a
   married  couple with a taxable  income of $40,000 filing a joint return would
   have to earn a taxable yield of 8.33% to equal a tax-free yield of 6.0%. This
   example and the following  table do not take into account the effect of state
   or local income  taxes,  if any, or federal  income taxes on social  security
   benefits which may arise as a result of receiving tax exempt  income,  or the
   federal  alternative  minimum tax that may be payable to the extent that Fund
   dividends are derived from interest on "private  activity" bonds (see below).
   Also, a portion of the Fund's distributions may consist of ordinary income or
   short-term or long-term capital gains and will be taxable to you as such.
<PAGE>

<TABLE>
<CAPTION>
TAX FREE INVESTING
                                 Taxable and Tax-Free Yields

TAXABLE INCOME                                     IF TAX EXEMPT YIELD IS
                                        FEDERAL    -------------------------------------------
SINGLE               JOINT              MARGINAL     4.0%     4.5%     5.0%     5.5%     6.0%
RETURN ($)           RETURN ($)         TAX RATE   THEN THE EQUIVALENT TAXABLE YIELD WOULD BE:
- ----------------------------------------------------------------------------------------------
<S>        <C>        <C>       <C>       <C>       <C>      <C>      <C>      <C>      <C>  
      0 -  23,350          0 -  39,000    15.00%    4.71%    5.29%    5.88%    6.47%    7.06%
 23,351 -  56,550     39,001 -  94,250    28.00%    5.56%    6.25%    6.94%    7.64%    8.33%
 56,551 - 117,950     94,251 - 143,600    31.00%    5.80%    6.52%    7.25%    7.97%    8.70%
117,951 - 256,500    143,601 - 256,500    36.00%    6.25%    7.03%    7.81%    8.59%    9.38%
256,501 and more     256,501 and more     39.60%    6.62%    7.45%    8.28%    9.11%    9.93%
</TABLE>

Under the Internal Revenue Code (the "Code"), the interest on so-called "private
activity"  bonds  is  an  item  of  tax  preference,  which,  depending  on  the
shareholder's  particular  tax  situation,  might subject the  shareholder to an
alternative  minimum tax with a maximum  rate of 28%. The Fund intends to invest
in "private  activity"  bonds when, in the judgment of the Fund's  adviser,  the
yield and availability of such bonds makes them a more attractive investment for
the Fund than other types of bonds,  the interest of which is not subject to the
possible incidence of the federal alternative minimum tax. Normally,  the Fund's
investments in "private  activity"  bonds,  together with investments in cash or
taxable money market securities, will not exceed 20% of its net assets, although
the Fund may invest  more than 20% of its net  assets in cash or  taxable  money
market securities for defensive purposes in order to meet redemptions or pending
investments. The interest on tax exempt bonds issued after certain dates in 1986
is retroactively taxable from the date of issuance if the issuer does not comply
with  certain  requirements   concerning  the  use  of  bond  proceeds  and  the
application of earnings on bond proceeds. 

*  U.S. AND FOREIGN GOVERNMENT SECURITIES
   Different  types of U.S. and Foreign  Government  Securities  have  different
   kinds of government support.  U.S.  Government  Securities include securities
   backed by the full faith and credit of the U.S.  Government,  as well as many
   other securities that are not full faith and credit obligations. For example,
   obligations  of the Federal Home Loan Banks are supported by the right of the
   issuer to borrow from the U.S. Treasury,  and obligations of the Federal Home
   Loan Mortgage  Corporation  (the "FHLMC") and the Federal  National  Mortgage
   Association   (the  "FNMA")  are  supported  only  by  the  credit  of  those
   corporations. Similarly, obligations of foreign governmental entities include
   obligations issued or guaranteed by governments with taxing power or by their
   agencies.  Some Foreign Government Securities are supported by the full faith
   and credit of a foreign national government or political subdivision (such as
   a province  of Canada)  and some are not.  For  example,  Foreign  Government
   Securities  include securities issued by corporations which have been charged
   with a public purpose and a majority of whose  outstanding  equity securities
   are owned by a foreign government or government  agency.  Such securities may
   be supported only by the credit of the issuing corporation and not by that of
   the government or agency.

   In addition to investing directly in U.S. and Foreign Government  Securities,
   the Government  Securities and Strategic Income Funds may purchase "stripped"
   securities  evidencing  undivided ownership interests in interest payments or
   principal payments, or both, on U.S. and Foreign Government Securities. These
   investments  may be  more  volatile  than  other  types  of U.S.  or  Foreign
   Government Securities.

*  FOREIGN CURRENCY EXCHANGE TRANSACTIONS
   The Funds that may invest in securities  denominated in foreign currencies or
   traded in foreign  markets may engage in related  foreign  currency  exchange
   transactions  to protect  the value of  specific  portfolio  positions  or in
   anticipation  of changes in relative values of currencies in which current or
   future portfolio holdings are denominated or quoted.

   Foreign  currency  transactions  involve costs and may result in losses.  See
   Part II of the Statement for more information.

*  ADDITIONAL INFORMATION
   Each Fund may purchase securities for its portfolio on a "when-issued" basis.
   This means that the Fund will enter into the  commitment  to buy the security
   before the security has been issued.  The Fund's  payment  obligation and the
   interest  rate on the security are  determined  when the Fund enters into the
   commitment.  The security is  typically  delivered to the Fund 15 to 120 days
   later. No interest  accrues on the security  between the time the Fund enters
   into the commitment and the time the security is delivered.

   The Funds,  consistent with their investment objectives,  attempt to maximize
   yields by engaging in portfolio  trading and by buying and selling  portfolio
   investments in  anticipation  of or in response to changing  economic  market
   conditions and trends.  The Government  Securities and Strategic Income Funds
   also  invest  to  take  advantage  of  what  are  believed  to  be  temporary
   disparities  in the yields of the  different  segments of the market for U.S.
   Government Securities.  These policies may result in higher turnover rates in
   the Funds' portfolios which may produce higher transaction costs and a higher
   level of taxable capital gains.  Portfolio turnover  considerations  will not
   limit any Fund's  adviser's  or, in the case of the  Strategic  Income  Fund,
   subadviser's investment discretion in managing the Fund's assets.

   Although  it is not  possible  to predict the  portfolio  turnover  rate with
   certainty,  Loomis  Sayles  expects the  Strategic  Income  Fund's  portfolio
   turnover rate will usually not exceed an annual rate of 150%. A turnover rate
   in excess of 100% may be considered high.

   Recent portfolio turnover rates for all other Funds are set forth above under
   "Financial Highlights."

   Each Fund may  enter  into  repurchase  agreements,  under  which a 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 credit 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.  The staff of the SEC is currently of the
   view that repurchase agreements maturing in more than seven days are illiquid
   securities.

<PAGE>
                                Investment Risks

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

*  FIXED-INCOME SECURITIES (ALL FUNDS)
   The Funds invest  principally in fixed-income  securities.  Because  interest
   rates  vary,  it is  impossible  to  predict  the  income  of a Fund  for any
   particular  period.  The net asset value of your shares will vary as a result
   of  changes  in the  value of the  bonds  and  other  securities  in a Fund's
   portfolio.

   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.  Generally,  rising  interest rates  correlate with falling
   security  values.  Credit  risk  relates to the ability of the issuer to make
   payments of principal  and  interest.  In the case of tax exempt  bonds,  the
   issuer  may make  these  payments  from  money  raised  through a variety  of
   sources, including (1) the issuer's general taxing power, (2) a specific type
   of tax such as a property  tax, or (3) a particular  facility or project such
   as a highway.  The  ability  of an issuer of tax  exempt  bonds to make these
   payments  could be affected by  litigation,  legislation  or other  political
   events, or the bankruptcy of the issuer.  U.S.  Government  Securities do not
   involve  the  credit  risks  associated  with  other  types  of  fixed-income
   securities; as a result, the yields available from U.S. Government Securities
   are generally  lower than the yields  available from  corporate  fixed-income
   securities.

*  LOWER RATED FIXED-INCOME SECURITIES (STRATEGIC INCOME FUND, BOND INCOME FUND,
   HIGH INCOME FUND AND TAX EXEMPT INCOME FUND)
   Lower rated  fixed-income  securities and corporate  fixed-income  securities
   generally  provide  higher  yields  than  U.S.  Government  and many  Foreign
   Government Securities, but are subject to greater credit and market risk than
   higher quality fixed-income  securities.  Lower rated fixed-income securities
   are considered  predominantly  speculative with respect to the ability of the
   issuer to meet principal and interest payments. Achievement of the investment
   objective of a fund investing in lower rated  fixed-income  securities may be
   more  dependent  on the  investment  adviser's  or  subadviser's  own  credit
   analysis  than is the case for  higher  quality  bonds.  The market for lower
   rated  fixed-income  securities may be more severely affected than some other
   financial  markets  by  economic  recession  or  substantial   interest  rate
   increases,  by changing  public  perceptions of this market or by legislation
   that limits the ability of certain  categories of financial  institutions  to
   invest in these  securities.  In addition,  the secondary  market may be less
   liquid for lower rated  fixed-income  securities.  This lack of  liquidity at
   certain times may affect the valuation of these  securities  and may make the
   valuation and sale of these securities more difficult. During the fiscal year
   ended December 31, 1994, 15% of the average  month-end net assets of the Bond
   Income  Fund was  invested  in  fixed-income  securities  rated in the rating
   category just below  investment  grade (BB/Ba).  The  composition of the High
   Income Fund for the fiscal year ended  December  31,  1994 is  summarized  in
   Appendix B to this prospectus.

*  FOREIGN  SECURITIES  (STRATEGIC INCOME FUND, BOND INCOME FUND AND HIGH INCOME
   FUND)
   Foreign Government  Securities and foreign corporate securities present risks
   not associated with investments in U.S. Government or corporate securities.

   Since most foreign securities are denominated in foreign currencies or traded
   primarily  in  securities  markets in which  settlements  are made in foreign
   currencies,  the value of these  investments  and the net  investment  income
   available  for  distribution  to  shareholders  of a  Fund  may  be  affected
   favorably or  unfavorably  by changes in currency  exchange rates or exchange
   control regulations.  Because the Strategic Income Fund, the Bond Income Fund
   and the High  Income  Fund may  purchase  securities  denominated  in foreign
   currencies,  a change  in the  value of any such  currency  against  the U.S.
   dollar will result in a change in the U.S.  dollar value of the Fund's assets
   and the Fund's income available for distribution.

   In addition,  although a Fund's income may be received or realized in foreign
   currencies,  a Fund will be required to compute and  distribute its income in
   U.S.  dollars.  Therefore,  if the value of a currency  relative  to the U.S.
   dollar  declines  after a Fund's  income  has been  earned in that  currency,
   translated into U.S.  dollars and declared as a dividend,  but before payment
   of  such  dividend,  the  Fund  could  be  required  to  liquidate  portfolio
   securities  to pay such  dividend.  Similarly,  if the  value  of a  currency
   relative to the U.S. dollar declines  between the time a Fund incurs expenses
   in U.S.  dollars  and the time such  expenses  are paid,  the  amount of such
   currency  required  to be  converted  into U.S.  dollars in order to pay such
   expenses in U.S.  dollars will be greater than the equivalent  amount in such
   currency of such expenses at the time they were incurred.

   There may be less information publicly available about a foreign corporate or
   government issuer than about a U.S. issuer, and foreign corporate 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 foreign issuers are less liquid and at times more volatile
   than securities of comparable U.S. issuers. Foreign brokerage commissions and
   other fees in some  circumstances  may be higher  than in the United  States.
   With  respect  to  certain  foreign  countries,  there  is a  possibility  of
   expropriation  of  assets,  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.  A Fund may have limited legal  recourse  should a
   foreign  government be unwilling or unable to repay the principal or interest
   owed.

   The Strategic Income Fund will invest all or any portion of its assets in the
   securities  of emerging  markets.  Investments  in emerging  markets  include
   investments in countries  whose  economies or securities  markets are not yet
   highly developed.  Special  considerations  associated with these investments
   (in addition to the considerations regarding foreign investments as discussed
   above)  may  include,  among  others,  greater  political  uncertainties,  an
   economy's   dependence  on  revenues  from   particular   commodities  or  on
   international aid or development assistance,  currency transfer restrictions,
   highly limited numbers of potential buyers for such securities and delays and
   disruptions in securities settlement procedures.

   In  addition,  the Funds may  invest in  securities  issued by  supranational
   agencies.  Supranational  agencies are those  agencies  whose member  nations
   determine to make capital  contributions to support the agencies' activities,
   and include such entities as the  International  Bank of  Reconstruction  and
   Development (the World Bank), the Asian  Development  Bank, the European Coal
   and Steel Community and the Inter-American Development Bank.

   In  determining  whether  to invest in  securities  of foreign  issuers,  the
   adviser of each Fund will consider the likely effects of foreign taxes on the
   net yield available to the Fund and its shareholders. Compliance with foreign
   tax law may  reduce  the Fund's net  income  available  for  distribution  to
   shareholders.

*  MORTGAGE-RELATED SECURITIES (ALL FUNDS EXCEPT TAX EXEMPT INCOME FUND)
   Mortgage-related  securities, such as GNMA or FNMA certificates,  differ from
   traditional  debt securities.  Among the major  differences are that interest
   and principal  payments are made more frequently,  usually monthly,  and that
   principal may be prepaid at any time because the  underlying  mortgage  loans
   generally may be prepaid at any time. As a result,  if a Fund purchases these
   assets at a premium, a faster-than-expected prepayment rate will reduce yield
   to  maturity,  and a  slower-than-expected  prepayment  rate  will  have  the
   opposite  effect  of  increasing  yield  to  maturity.  If a  Fund  purchases
   mortgage-related securities at a discount,  faster-than-expected  prepayments
   will increase,  and  slower-than-expected  prepayments will reduce,  yield to
   maturity.  Prepayments,  and resulting  amounts available for reinvestment by
   the Fund,  are likely to be  greater  during a period of  declining  interest
   rates and, as a result,  are likely to be reinvested at lower interest rates.
   Accelerated  prepayments on securities purchased at a premium may result in a
   loss of principal if the premium has not been fully  amortized at the time of
   prepayment.  Although these  securities will decrease in value as a result of
   increases in interest  rates  generally,  they are likely to appreciate  less
   than other fixed-income securities when interest rates decline because of the
   risk of prepayments.

   An ARM, like a  traditional  mortgage  security,  is an interest in a pool of
   mortgage  loans that  provides  investors  with  payments  consisting of both
   principal and interest as mortgage loans in the underlying  mortgage pool are
   paid off by the  borrowers.  ARMs  have  interest  rates  that  are  reset at
   periodic  intervals,  usually by  reference  to some  interest  rate index or
   market  interest  rate.  Although  the rate  adjustment  feature may act as a
   buffer to reduce sharp  changes in the value of adjustable  rate  securities,
   these  securities  are still  subject to changes in value based on changes in
   market  interest rates or changes in the issuer's  creditworthiness.  Because
   the interest rates are reset only periodically,  changes in the interest rate
   on ARMs may lag changes in prevailing market interest rates.  Also, some ARMs
   (or the  underlying  mortgages)  are subject to caps or floors that limit the
   maximum change in interest rate during a specified period or over the life of
   the  security.  As a result,  changes in the interest  rate on an ARM may not
   fully reflect  changes in prevailing  market  interest  rates during  certain
   periods.  Because of the  resetting of interest  rates,  ARMs are less likely
   than  non-adjustable  rate  securities of comparable  quality and maturity to
   increase significantly in value when market interest rates fall.

*  ASSET-BACKED SECURITIES (LIMITED TERM U.S. GOVERNMENT FUND)
   The  securitization  techniques used to develop mortgage  securities are also
   being applied to a broad range of other assets. Through the use of trusts and
   special  purpose  corporations,  assets  such as  automobile  and credit card
   receivables  are being  securitized  in  pass-through  structures  similar to
   mortgage pass-through structures or in a pay-through structure similar to the
   CMO  structure.  Generally  the  issuers  of  asset-backed  bonds,  notes  or
   pass-through  certificates  are special purpose  entities and do not have any
   significant assets other than the receivables  securing such obligations.  In
   general,  the collateral  supporting  asset-backed  securities  is of shorter
   maturity than mortgage loans.  Instruments backed by pools of receivables are
   similar to mortgage-backed securities in that they are subject to unscheduled
   prepayments of principal prior to maturity. When the obligations are prepaid,
   the Fund will  ordinarily  reinvest  the prepaid  amounts in  securities  the
   yields of which reflect interest rates prevailing at the time. Therefore, the
   Fund's ability to maintain a portfolio  which includes  high-yielding  asset-
   backed  securities will be adversely  affected to the extent that prepayments
   of principal  must be reinvested  in securities  which have lower yields than
   the prepaid obligations.  Moreover,  prepayments of securities purchased at a
   premium could result in a realized loss.

*  COLLATERALIZED MORTGAGE OBLIGATIONS (ALL FUNDS EXCEPT TAX EXEMPT INCOME FUND)
   A CMO is a security backed by a portfolio of mortgages or mortgage securities
   held under an indenture.  The underlying mortgages or mortgage securities are
   issued or guaranteed by the U.S.  Government or an agency or  instrumentality
   thereof.  The issuer's  obligation to make interest and principal payments is
   secured by the underlying portfolio of mortgages or mortgage securities. CMOs
   are issued with a number of classes or series which have different maturities
   and which may represent interests in some or all of the interest or principal
   on the  underlying  collateral  or a combination  thereof.  CMOs of different
   classes are generally retired in sequence as the underlying mortgage loans in
   the mortgage pool are repaid. In the event of sufficient early prepayments on
   such mortgages,  the class or series of CMO first to mature generally will be
   retired prior to its  maturity.  Thus,  the early  retirement of a particular
   class or series  of CMO held by the Fund  would  have the same  effect as the
   prepayment of mortgages underlying a mortgage pass-through security. CMOs may
   be considered derivative securities.

*  "STRIPPED" SECURITIES (GOVERNMENT SECURITIES AND STRATEGIC INCOME FUNDS)
   Stripped  securities  are usually  structured  with two or more  classes that
   receive different proportions of the interest and principal distribution on a
   pool of U.S. or Foreign  Government  Securities or mortgage  assets.  In some
   cases, one class will receive all of the interest (the  interest-only or "IO"
   class),  while  the  other  class  will  receive  all of the  principal  (the
   principal-only  or "PO" class).  Stripped  securities  commonly  have greater
   market volatility than other types of fixed-income securities. In the case of
   stripped mortgage  securities,  if the underlying  mortgage assets experience
   greater than  anticipated  payments of  principal,  a Fund may fail to recoup
   fully its  investments  in IOs.  The staff of the SEC has  indicated  that it
   views  stripped  mortgage  securities as illiquid  unless the  securities are
   issued by the U.S.  Government  or its agencies and are backed by  fixed-rate
   mortgages.  The  Funds  intend  to abide by the  staff's  position.  Stripped
   securities may be considered derivative securities.

*  ZERO COUPON SECURITIES (ALL FUNDS EXCEPT  ADJUSTABLE RATE FUND);  PAY-IN-KIND
   SECURITIES (HIGH INCOME AND STRATEGIC INCOME FUNDS)
   Zero coupon  securities are issued at a significant  discount from face value
   and pay interest only at maturity,  rather than at intervals  during the life
   of the security. Pay-in-kind securities pay dividends or interest in the form
   of additional  securities of the issuer,  rather than in cash.  The prices of
   pay-in-kind  or zero coupon  securities may react more strongly to changes in
   interest  rates  than the  prices  of many  other  securities.  The Funds are
   required to accrue and  distribute  income from  pay-in-kind  and zero coupon
   securities  on a current  basis,  even  though the Funds will not receive the
   income  currently in cash. Thus a Fund may have to sell other  investments to
   obtain cash needed to make income distributions.

*  WHEN-ISSUED SECURITIES (ALL FUNDS)
   If the value of a  "when-issued"  security being  purchased falls between the
   time a Fund  commits to buy it and the payment  date,  the Fund may sustain a
   loss.  The risk of this loss is in addition to the Fund's risk of loss on the
   securities actually in its portfolio at the time. In addition,  when the Fund
   buys a security on a when-issued basis, it is subject to the risk that market
   rates of interest  will  increase  before the time the security is delivered,
   with the result that the yield on the  security  delivered to the Fund may be
   lower than the yield available on other, comparable securities at the time of
   delivery.  Each Fund will  maintain  liquid high grade assets in a segregated
   account in an amount sufficient to satisfy its outstanding obligations to buy
   securities on a "when-issued" basis.

*  OPTIONS AND FUTURES  (GOVERNMENT  SECURITIES,  LIMITED TERM U.S.  GOVERNMENT,
   STRATEGIC INCOME AND TAX EXEMPT INCOME FUNDS)
   Except as otherwise noted, the following discussion applies to the Government
   Securities Fund, the Limited Term U.S.  Government Fund, the Strategic Income
   Fund and the Tax Exempt Income Fund.  The  Government  Securities,  Strategic
   Income,  Tax Exempt Income and Limited Term U.S.  Government Funds may engage
   in a variety of  transactions  involving  the use of options and futures with
   respect to U.S.  or Foreign  Government  Securities,  corporate  fixed-income
   securities (in the case of the Strategic  Income Fund) or tax-exempt bonds or
   indices  thereof (in the case of the Tax Exempt  Income Fund) for purposes of
   hedging against  changes in interest rates.  There is no assurance that these
   hedging  strategies  will be  effective.  Futures are subject to  potentially
   unlimited loss.  Expenses and losses  resulting from hedging  strategies will
   reduce the Funds' current returns.

   No Fund will engage in options and futures transactions for leverage. No Fund
   will purchase or sell futures contracts or related options if as a result the
   sum of the initial margin deposits on the Fund's existing futures and related
   options  positions  and  premiums  paid for  outstanding  options  on futures
   contracts would exceed 5% of the Fund's assets.

   As described in Part II of the Statement,  over-the-counter  options  involve
   certain special risks (including  liquidity and credit risks) not necessarily
   present with exchange-listed options. The staff of the SEC takes the position
   that  over-the-counter  options and assets used to cover such options written
   by a fund are "illiquid" except in certain limited circumstances.

   The options and futures  markets of foreign  countries are small  compared to
   those of the United States and consequently  are  characterized in most cases
   by less liquidity than are the U.S. markets. In addition, foreign markets may
   be subject to less detailed  reporting  requirements and regulatory  controls
   than U.S. markets.  Furthermore,  investments by the Strategic Income Fund in
   options and futures in foreign  markets are subject to many of the same risks
   as are the Fund's other foreign investments. See "Foreign Securities" above.

   For  further  information,  see  "Options  and  Futures"  in  Part  II of the
   Statement.

*  RULE 144A SECURITIES (STRATEGIC INCOME FUND)
   Rule 144A securities are privately offered securities that can be resold only
   to certain qualified  institutional  buyers. Rule 144A securities are treated
   as  illiquid,   unless  the  subadviser  has  determined,   under  guidelines
   established by the trustees of New England Funds Trust I, that the particular
   issue of Rule 144A  securities is liquid.  Investment in illiquid  securities
   involves  the risk that the Fund may be unable to sell such a security at the
   desired time.

<PAGE>
                                Fund Management

NEFM,  399 Boylston  Street,  Boston,  Massachusetts  02116,  a newly  organized
investment  adviser,  is the investment adviser of the Strategic Income Fund and
has entered  into  subadvisory  arrangements  for this Fund with Loomis  Sayles.
Founded in 1926,  Loomis Sayles,  One Financial  Center,  Boston,  Massachusetts
02116,  is one of the country's  oldest and largest  investment  counsel  firms.
Daniel Fuss,  Managing Partner,  Executive Vice President and Director of Loomis
Sayles  and Vice  President  of New  England  Funds  Trust I, has  served as the
Strategic  Income Fund's  portfolio  manager  since the Fund's  inception in May
1995.  Mr. Fuss joined  Loomis  Sayles in 1976.  NEFM  oversees,  evaluates  and
monitors the  subadvisory  services  provided to the Fund and furnishes  general
business  management  and  administration  to the Fund.  NEFM has not previously
served as investment  adviser to a mutual fund.

The  investment  adviser of the other Funds is Back Bay  Advisors,  399 Boylston
Street,  Boston,  Massachusetts 02116. Back Bay Advisors provides  discretionary
investment   management   services  to  mutual  funds  and  other  institutional
investors.  Formed  in 1986,  Back Bay  Advisors  now  manages  15  mutual  fund
portfolios and a total of over $6 billion of securities. Eric N. Gutterson, Vice
President  of Back  Bay  Advisors  and each of the  Trusts,  has  served  as the
portfolio  manager  of the  Government  Securities  Fund and  Limited  Term U.S.
Government Fund since April 1994. J. Scott  Nicholson,  Senior Vice President of
Back Bay  Advisors and Vice  President of each of the Trusts,  has served as the
Adjustable Rate Fund's  portfolio  manager since the Fund's inception in October
1991. Catherine L. Bunting,  Senior Vice President of Back Bay Advisors and Vice
President  of New England  Funds  Trust I, has served as the Bond Income  Fund's
portfolio manager since 1989.  Charles G. Glueck,  Jr., Senior Vice President of
Back Bay  Advisors and Vice  President of each of the Trusts,  has served as the
High Income Fund's  portfolio  manager  since 1988.  Nathan R.  Wentworth,  Vice
President of Back Bay Advisors and New England  Funds Trust I, has served as the
Tax Exempt Income  Fund's  portfolio  manager since 1983.  Each of the foregoing
persons has been employed by Back Bay Advisors for at least five years.

The Strategic Income Fund pays NEFM a management fee at the annual rate of 0.65%
of the first $200  million of the Fund's  average  daily net assets and 0.60% of
such assets in excess of $200  million.  NEFM pays Loomis  Sayles for  providing
subadvisory  services to the Fund 0.35% of the first $200 million of the average
daily net assets of the Fund and 0.30% of such assets in excess of $200 million.

Under an expense deferral arrangement which NEFM and Loomis Sayles may terminate
at any  time,  NEFM  and  Loomis  Sayles  have  agreed  to  waive  advisory  and
subadvisory fees until further notice,  subject to the obligation of the Fund to
pay NEFM such fees to the extent that, the Fund's expenses fall below the annual
rate of 1.40% for Class A shares, 2.15% for Class B shares and 2.15% for Class C
shares;  provided  however in any period,  that the Fund is not obligated to pay
any fees  waived by NEFM and Loomis  Sayles more than two years after the end of
the fiscal year in which such fee was waived.  Any expenses  deferred  while the
voluntary waiver was in place can never be charged to the Fund unless the Fund's
expenses  fall  below the  limit of 1.40% for Class A shares,  2.15% for Class B
shares and 2.15% for Class C shares.

In 1994, the Government  Securities Fund, the Limited Term U.S. Government Fund,
the Bond Income Fund and the Tax Exempt  Income Fund paid Back Bay  Advisors for
its services as investment  adviser 0.65%,  0.63%, 0.45% and 0.43% of the Funds'
respective average daily net assets.

At no additional cost to the Fund,  Loomis Sayles acts as sub-adviser to the Tax
Exempt Income Fund and regularly  furnishes  advice and statistical and research
information  to  Back  Bay  Advisors  for use in  advising  that  Fund.  For its
services, Loomis Sayles receives a fee, to be paid by Back Bay Advisors not less
often than quarterly,  equal to 40% of the compensation paid by the Fund to Back
Bay  Advisors  on  the  first  $10,000,000  of  Fund  net  assets,  30%  of  the
compensation  paid on the next  $10,000,000  of Fund net  assets  and 20% of the
compensation  paid on Fund net assets in excess of  $20,000,000.  For the fiscal
year ended  December 31, 1994,  this fee amounted to 0.09% of the Fund's average
daily net assets.

Back Bay Advisors  has  voluntarily  agreed,  until  further  notice to the High
Income Fund, to reduce its  management  fee and, if  necessary,  to bear certain
expenses  associated  with  operating  the Fund in order  to  limit  the  Fund's
expenses  to an annual  rate of 1.60% of the  average  daily  net  assets of the
Fund's Class A shares and 2.25% of the Fund's Class B shares.

Back Bay Advisors and the Distributor  have  voluntarily  agreed,  until further
notice to the Adjustable Rate Fund, to reduce the  administrative  services fees
and, if necessary,  to bear certain expenses associated with operating the Fund,
in order to limit the Fund's  expenses to the annual rate of 0.70% of the Fund's
average daily net assets for Class A shares and 1.45% for Class B shares. In the
absence  of the fee  waiver,  the Fund's  expenses  would have been 0.88% of the
Fund's average daily net assets for Class A shares and 1.63% for Class B shares.

If any of the voluntary  fee  reductions  described  above are  terminated,  the
prospectus of the affected Fund will be supplemented.

The general partners of each of Back Bay Advisors,  Loomis Sayles,  NEFM and the
Distributor are special purpose  organizations  that are indirect,  wholly-owned
subsidiaries  of NEIC.  NEIC's sole  general  partner,  New  England  Investment
Companies,  Inc.,  is a  wholly-owned  subsidiary  of New  England  Mutual  Life
Insurance Company ("The New England").

In placing  portfolio  transactions for the Funds, Back Bay Advisors and, in the
case of the Strategic Income Fund, Loomis Sayles,  seek the most favorable price
and execution available.  Subject to this policy, Back Bay Advisors may consider
sales of shares of the Funds as a factor in the selection of broker-dealers.

In addition to selecting and reviewing the investments of the respective  Funds,
Back Bay Advisors or Loomis  Sayles,  in the case of the Strategic  Income Fund,
provides  executive and other  personnel for the management of the Trusts.  Each
Trust's Board of Trustees supervises the affairs of that Trust.

Under agreements between Back Bay Advisors or NEFM, in the case of the Strategic
Income Fund, and either the  Distributor or New England  Securities  Corporation
("New England Securities"),  an affiliate of the Distributor , Back Bay Advisors
or NEFM pays the  Distributor  or New  England  Securities  to  provide  certain
administrative services to all of the Funds except the Adjustable Rate Fund. The
Distributor provides the Adjustable Rate Fund with office space,  facilities and
equipment,  services of executive and other personnel and certain administrative
services, all under an Administrative Services Agreement directly with the Fund.
Under this agreement,  the Fund pays the Distributor a fee at the annual rate of
0.15% of the first $200 million of the Fund's  average daily net assets,  0.135%
of the next $300  million of such  assets and 0.12% of such  assets in excess of
$500 million (before any voluntary fee waiver).  In addition,  pursuant to rules
of the SEC, the Funds may pay brokerage commissions to New England Securities on
purchases and sales of securities for the portfolio of the Funds.

                               Buying Fund Shares

MINIMUM INVESTMENT

$2,500  is the  minimum  for an  initial  investment  in any 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 and New England
   Funds All Weather Portfolio. Subsequent investment minimums are $50 per Fund.
   See Part II of the Statement.

6 WAYS TO BUY FUND SHARES

You may  purchase  Class A,  Class B and (in the case of the  Limited  Term U.S.
Government,  Strategic Income and Bond Income Funds) Class C shares of the Funds
in the following ways:

[LOGO]  THROUGH YOUR INVESTMENT DEALER:

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

[LOGO]  BY MAIL: 

FOR AN INITIAL INVESTMENT,  simply complete an application and return it, with a
check payable to New England  Funds,  to 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.


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  CLASS A 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.


[LOGO]  BY WIRE TRANSFER OF FEDERAL FUNDS:

FOR AN INITIAL INVESTMENT,  call us at 1-800-225-5478 between 8:00 a.m. and 6:00
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 Fund (Fund name
and 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.

[LOGO]  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. Indicate the amount of the
monthly  investment  on the  enclosed  application  and  enclose a void check or
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.

[LOGO]  BY ELECTRONIC PURCHASE THROUGH ACH:

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 a.m. and 6 p.m.
(Eastern time) for instructions or call Tele#Facts at 1-800-346-5984 twenty-four
hours a day. If you purchase  your shares  through ACH, you will receive the net
asset value next determined after your order is received.

Proceeds  of  redemptions  of  Fund  shares  purchased  through  ACH  may not be
available for up to ten days after the purchase date.

[LOGO]  BY EXCHANGE FROM ANOTHER NEW ENGLAND FUND:

You may also  purchase  shares of a 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 Funds 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 New York
Stock Exchange (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 Funds do not  anticipate  doing so, they
reserve the right to suspend or change the terms of sales of shares.

Class B shares 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 Funds' "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.

TO MAKE INVESTING EVEN EASIER, YOU CAN ALSO ORDER PERSONALIZED  INVESTMENT SLIPS
BY CALLING 1-800-225-5478.


SALES CHARGES

Each Fund offers two (or three in the case of the Limited  Term U.S.  Government
Fund,  Strategic  Income Fund and the Bond Income Fund) classes of shares to the
general public:

CLASS A SHARES

Class A 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. The current sales charges are:
<PAGE>
GOVERNMENT SECURITIES FUND
STRATEGIC INCOME FUND
BOND INCOME FUND
TAX EXEMPT INCOME FUND
HIGH INCOME FUND

                      SALES CHARGE AS A % OF   DEALER'S
                      ----------------------   CONCESSION
VALUE OF                         NET           AS % OF
TOTAL                 OFFERING   AMOUNT        OFFERING
INVESTMENT            PRICE      INVESTED      PRICE
- ---------------------------------------------------------
Less than
$100,000              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            *

LIMITED TERM U.S. GOVERNMENT FUND

                      SALES CHARGE AS A % OF   DEALER'S
                      ----------------------   CONCESSION
VALUE OF                         NET           AS % OF
TOTAL                 OFFERING   AMOUNT        OFFERING
INVESTMENT            PRICE      INVESTED      PRICE
- ---------------------------------------------------------
Less than
$100,000              3.00%      3.09%         2.70%
- ---------------------------------------------------------
$100,000 -
$249,999              2.50%      2.56%         2.15%
- ---------------------------------------------------------
$250,000 -
$499,999              2.00%      2.04%         1.70%
- ---------------------------------------------------------
$500,000 -
$999,999              1.25%      1.27%         1.00%
- ---------------------------------------------------------
$1,000,000 or more    None       None            *

ADJUSTABLE RATE FUND

                      SALES CHARGE AS A % OF   DEALER'S
                      ----------------------   CONCESSION
VALUE OF                         NET           AS % OF
TOTAL                 OFFERING   AMOUNT        OFFERING
INVESTMENT            PRICE      INVESTED      PRICE
- ---------------------------------------------------------
Up to $999,999        1.00%      1.01%         0.85%
- ---------------------------------------------------------
$1,000,000 or more    None       None            *

* The Distributor  may, at its discretion,  pay investment  dealers who initiate
  and are  responsible  for such  purchases of the Funds (except the  Adjustable
  Rate Fund) 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.  The  Distributor  may,  at its
  discretion,  pay investment  dealers who initiate and are responsible for such
  purchases  of the  Adjustable  Rate Fund a commission  of up to the  following
  amounts: 0.50% on the first $3 million invested; 0.20% on the next $2 million;
  and 0.08% on the excess over $5 million.  These commissions are not payable if
  the purchase  represents the reinvestment of a redemption from any New England
  Fund during the previous 12 calendar months.


CONTINGENT  DEFERRED  SALES  CHARGE  (CLASS A SHARES  ONLY).  For  purchases  of
$1,000,000  or more of Class A shares in the Funds,  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 Class A shares  purchased within one year
before the  redemption.  If an  exchange is made to Class A shares of any of the
New England Cash Management Trust Money Market Series or U.S.  Government Series
or the 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 the Trusts. For purposes of the CDSC, it is assumed that
the  Class A shares  held the  longest  are the  first to be  redeemed.  No CDSC
applies to a redemption of Class A shares  followed by a  reinvestment  effected
within 30 days after the date of 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 eight
years (at which time they automatically convert to Class A shares) and to a CDSC
if they are  redeemed  within five 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.

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 charge will be assessed on shares of the
same 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:


                         CONTINGENT DEFERRED
                          SALES CHARGE AS A
                         PERCENTAGE OF DOLLAR
YEAR SINCE PURCHASE    AMOUNT SUBJECT TO CHARGE
- -------------------    ------------------------
  1st ........................... 4%
  2nd ........................... 3%
  3rd ........................... 3%
  4th ........................... 2%
  5th ........................... 1%
  thereafter .................... 0%

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,  not the  amount
remaining  in the  account,  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 3.75% on purchases of Class B shares of the
Government Securities, Strategic Income, Bond Income, High Income and Tax Exempt
Income  Funds and 2.75% on  purchases  of the Class B shares of the Limited Term
U.S.  Government and Adjustable Rate Funds and advances the first year's service
fee (up to 0.25%) on purchases of the Funds' 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
The  Government  Securities  Fund,  the Limited Term U.S.  Government  Fund, the
Adjustable  Rate Fund, the Strategic  Income Fund and the Bond Income Fund offer
an additional class of shares (which are not available to the general public) to
qualified investors. See "Additional Facts About the Funds" below.

DECIDING WHICH CLASS TO PURCHASE
The decision as to whether  Class A, Class B or (in the case of the Limited Term
U.S. Government, Strategic Income and Bond Income Funds) 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.  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 59 1/2. The CDSC is waived
for redemptions made to make required minimum  distributions after attainment of
age 70 1/2 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 Internal  Revenue Code) of a shareholder  if
the  redemption  is made  within  one  year  after  the  shareholder's  death or
disability.  In addition,  there is no CDSC on certain withdrawals pursuant to a
Systematic Withdrawal Plan. See "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 your
investment  dealer and the Distributor.  The Distributor  receives the CDSC. For
purposes of the CDSC, an exchange  from one series of a Trust to another  series
of a Trust 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.

The Distributor may, at its expense, pay investment dealers who sell new amounts
of shares of the Funds at net asset value to eligible  governmental  authorities
.025% of the average  daily net assets of an account at the end of each calendar
quarter for up to one year. The same  compensation  schedule applies to sales of
$250,000 or more of shares of the Adjustable Rate Fund and $5 million or more of
shares of the Limited Term U.S.  Government Fund to trust companies,  bank trust
departments,  corporations  and credit unions as described  below under "Reduced
Sales Charges." 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 not registered in the name of the beneficial  owner.  The CDSC is not
applicable to these sales.

The Distributor may, at its expense,  provide additional  promotional incentives
or payments to dealers who sell  shares of the Funds.  In some  instances  these
incentives  are provided to certain  dealers who achieve sales goals or who have
sold or may sell significant  amounts of shares.  New England Funds,  L.P., 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,  gift  certificates  or  vouchers  through
membership  in the  New  England  Funds  Flagship  Club.  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.

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.

*  UNIT HOLDERS OF UNIT INVESTMENT TRUSTS -- unit investment trust distributions
   of less than $1 million  may be  invested  in 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).

*  SHARES OF THE ADJUSTABLE RATE FUND AND LIMITED TERM U.S.  GOVERNMENT FUND MAY
   BE PURCHASED AT NET ASSET VALUE,  without payment of sales charge or CDSC, by
   trust companies and bank trust departments for funds over which they exercise
   discretionary  investment  authority  and  which  they  hold in a  fiduciary,
   agency,  custodial or similar capacity,  by corporations that purchase shares
   for their own account and by credit unions  provided that the amount invested
   is $250,000 or more in the case of the Adjustable Rate Fund and $5 million or
   more in the case of the Limited Term U.S. Government Fund.

*  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 a 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.

*  CLIENTS OF AN ADVISER OR SUBADVISER (AFFILIATED WITH NEIC) -- no sales charge
   or CDSC  applies  to  investments  of  $100,000  or more in the  Funds by (1)
   clients of an adviser or subadviser  (affiliated  with NEIC) to any series of
   the  Trusts;  any  director,  officer or partner of a client of an adviser or
   subadviser  (affiliated  with  NEIC) 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  (affiliated  with NEIC) 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
   (affiliated with NEIC) 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 Funds may be  purchased at net asset value with no sales charge
   or CDSC by advisory accounts through investment  advisers that are registered
   under the Investment Advisers Act of 1940 and affiliated with broker-dealers.

*  There is no sales charge or CDSC on  investments  by 401(a),  401(k),  457 or
   403(b)  plans that have total  investment  assets equal to or in excess of $5
   million.

*  There is no sales charge,  CDSC or initial investments minimum on investments
   by certain current and retired employees of the Trusts'  investment  advisers
   and subadvisers  (affiliated with NEIC), the Distributor,  The New England or
   any  other  company  affiliated  with The New  England;  current  and  former
   directors  and trustees of the Trusts,  The New England 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 who have selling
   arrangements with the Distributor;  the spouse, parents, children,  siblings,
   grandparents or  grandchildren of any 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 and 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 the 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.
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
shares of the Funds at net asset  value  only if you have held them for at least
six months; otherwise, sales charges apply to the exchange. If you exchange your
Class A shares of the Adjustable Rate Fund for shares of another fund 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 fund 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 Fund shares at the applicable sales charge.

CLASS B SHARES.
You may exchange Class B shares of any Fund or 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).  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  Limited  Term U.S.  Government  Fund,
Strategic Income Fund or Bond Income Fund 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.

AUTOMATIC EXCHANGE PLAN

THE FUNDS HAVE AN  AUTOMATIC  EXCHANGE  PLAN UNDER WHICH  SHARES OF A CLASS OF A
FUND ARE  AUTOMATICALLY  EXCHANGED  EACH  MONTH FOR  SHARES OF THE SAME CLASS OF
OTHER  SERIES IN 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. SHARES
OF THE ADJUSTABLE  RATE FUND THAT ARE SUBJECT TO A DIFFERENTIAL  SALES CHARGE AS
DESCRIBED ON THIS PAGE MAY NOT PARTICIPATE IN THIS PROGRAM.

TO MAKE AN  EXCHANGE,  please  call  1-800-225-5478  between  8 a.m.  and 6 p.m.
(Eastern time), write to  New England Funds or call Tele#Facts at 1-800-346-5984
twenty-four  hours a day.  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.

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

Each Fund  declares  dividends  daily and pays them  monthly.  Each Fund pays as
dividends substantially all net investment income (tax exempt and taxable 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).  Each Fund pays short-term capital gains annually.  The trustees of
the Trusts may adopt a different  schedule as long as payments are made at least
annually.  If you intend to purchase shares of a 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 ordinary income in cash while reinvesting
distributions  from capital gains in additional  shares of the same class of the
Fund or the  same  class  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.  For  Class  A  shareholders,  investments  will  be  made  at the
appropriate  offering  price,  which  may  include a sales  charge.  For Class B
shareholders,  shares acquired through this program will be subject to a CDSC if
they are redeemed from the account.  Dividends  will be invested in the selected
fund's shares 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

5 WAYS TO SELL FUND SHARES

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THROUGH YOUR INVESTMENT DEALER:

Call your authorized investment dealer for information.

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BY TELEPHONE:

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

Wired to Your Bank  Account -- If you have  previously  selected  the  telephone
redemption privilege on your account, Class A, Class B and Class C shares may be
redeemed by calling  1-800-225-5478  between 8 a.m. and 6 p.m.  (Eastern  time).
Class A shares only may also be redeemed by calling Tele#Facts at 1-800-346-5984
twenty-four  hours a day.  Redemption  requests  accepted after the Exchange has
closed (4:00 p.m.  Eastern time) will be processed at the next-  determined  net
asset value.  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 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 -- 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  prior to 3:00 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. If your  telephone  call is made to Tele#Facts  before
4:00 p.m., the redemption will be processed the day the call is made,  unless it
is a day when the Exchange  closes  before 4:00 p.m. and your call is made after
the Exchange  closes.  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.  If you have  recently  purchased  your shares
through the ACH system,  the Funds may withhold  redemption  proceeds  until the
funds have cleared, which may take up to ten days.

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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 or 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 Funds recommend
that certificates be sent by registered mail.

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BY CHECK:

Checkwriting is available on Class A shares of the Limited Term U.S.  Government
and Adjustable Rate Funds only. To elect  checkwriting for your account,  select
the checkwriting  option on your application and complete the attached signature
card.  To add  checkwriting to an existing  account,  please call 1-800-225-5478
for our  Service  Options  Form.  The Fund will send you  checks  drawn on State
Street Bank.  You will  continue to earn  dividends on shares  redeemed by check
until  the check  clears.  There is  currently  a $5.00  fee to  establish  this
service. Each check must be written for $500 or more. The checkwriting privilege
does not apply to shares for which you have requested  share  certificates to be
issued.  Checkwriting is not available for investor accounts  containing Class A
or Class B shares subject to a CDSC.

If you use withdrawal  checks,  you will be subject to State Street Bank's rules
governing  checking  accounts.  The  Limited  Term  U.S.  Government  Fund,  the
Adjustable  Rate  Fund and the  Distributor  are in no way  responsible  for any
checkwriting account established with State Street Bank.

You may not close your account by withdrawal  check because the exact balance of
your account will not be known until after the check is received by State Street
Bank.

[LOGO]

BY SYSTEMATIC WITHDRAWAL PLAN:

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 the  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.

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 to  redemptions  under powers of attorney.  Please call the
Distributor or your investment dealer for more information.

Telephone  redemptions are not available for tax qualified  retirement  plans or
for Fund shares 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 Funds 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 that makes it  impracticable  for the Funds to
dispose  of their  securities  or to  determine  fairly  the  value of their 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  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.

                                  Fund Details

HOW FUND SHARE PRICE IS DETERMINED

Back Bay Advisors or, in the case of the Strategic  Income Fund,  Loomis Sayles,
under the supervision of each Trust's Board of Trustees, determines the value of
the total net assets of each Fund as of the close of regular trading (ordinarily
4:00 p.m.  Eastern  time) each day the Exchange is open.  The Boards of Trustees
have authorized Back Bay Advisors or, in the case of the Strategic  Income Fund,
Loomis  Sayles,  to delegate  certain price  determination  functions to pricing
services or facilities  selected by Back Bay Advisors or Loomis  Sayles,  as the
case may be.  Securities for which market  quotations are readily  available are
generally  valued at market  value on the basis of market  quotations.  Options,
interest  rate futures and options  thereon  which are traded on  exchanges  are
valued at their  last  sale  price as of the  close of the  Exchange.  All money
market  instruments  with a maturity  of more than 60 days are valued at current
market value. The value of debt securities with remaining  maturities of 60 days
or less  shall  be  their  amortized  cost  value,  unless  conditions  indicate
otherwise.  In all other cases,  the value of a Fund's  assets is  determined in
good faith by Back Bay  Advisors or, in the case of the  Strategic  Income Fund,
Loomis  Sayles,  or a pricing  service  selected by Back Bay  Advisors or Loomis
Sayles, under the supervision of the Boards of Trustees.

The net asset value per share of each class is  determined by dividing the value
of each  class's net assets  (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 each  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 and (in the case of the Limited  Term U.S.  Government,  Strategic  Income and
Bond Income Funds) Class C shares is the net asset value per share.

The  exact  price  you pay for a share  will be  determined  by 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.

INCOME TAX CONSIDERATIONS

Each Fund intends to meet all requirements of the Internal Revenue Code of 1986,
as amended,  to ensure that it qualifies as a regulated  investment  company and
thus does not  expect to pay any  federal  income tax on  investment  income and
capital gains distributed to shareholders in cash or additional  shares.  Unless
you are a tax exempt entity, your distributions derived from a Fund's short-term
capital gains and,  except for the Tax Exempt Income Fund,  ordinary  income are
taxable to you as ordinary income. Distributions derived from a Fund's long-term
capital gains ("capital gains distributions"),  if designated as such by a Fund,
are taxable to you as long-term  capital gains,  regardless of how long you have
owned shares in the Fund.  Both  dividends and capital gains  distributions  are
taxable whether distributed to you in cash or additional shares.

A Fund's  transactions in foreign  currency-denominated  debt securities and its
hedging  activities will likely produce a difference between its book income and
its taxable  income.  This difference may cause a part or all of a Fund's income
distributions  to constitute  returns of capital for tax purposes or require the
Fund to make  distributions  exceeding  book income to avoid federal  income tax
liability.

DIVIDENDS DERIVED FROM INTEREST ON U.S. GOVERNMENT SECURITIES MAY BE EXEMPT FROM
STATE  AND  LOCAL  TAXES.  The  Trusts  intend  to  advise  shareholders  of the
proportion of each Fund's dividends that are derived from such interest.  Before
investing in any of the Funds,  you should check the  consequences of your local
and state tax laws,  which may be different  from the federal tax  consequences,
and the consequences for any retirement plan offering tax benefits.

To avoid an excise tax, each Fund intends to  distribute  prior to calendar year
end virtually all the Fund's  ordinary  income earned during that calendar year,
and  virtually  all of the capital gain net income the Fund  realized in the 12-
month period ending December 31 but has not previously distributed.  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.

Each Fund (possibly  excepting the Tax Exempt Income Fund as described below) 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, each 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
institution,  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 a 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  foregoing is a summary of certain  federal  income tax  consequences  of an
investment  in a Fund.  You should  consult a  competent  tax  adviser as to the
effect of an investment in a Fund on your  particular  federal,  state and local
tax situations.

*  ADJUSTABLE RATE FUND
   While many states grant tax-free  status to dividends paid to shareholders of
   mutual funds from interest income earned by a Fund from direct obligations of
   the U.S.  Government,  none of the  distributions of the Adjustable Rate Fund
   during the  current  fiscal year are  expected  to qualify for such  tax-free
   treatment.  Investments in mortgage-backed  securities  (including GNMA, FNMA
   and  FHLMC  securities)  and  repurchase  agreements  collateralized  by U.S.
   Government  securities do not qualify as direct  federal  obligations in most
   states.

*  TAX EXEMPT INCOME FUND
   Dividends paid to you as a shareholder of the Tax Exempt Income Fund that are
   derived from  interest on tax exempt bonds are "exempt-  interest  dividends"
   and may be excluded from gross income on your federal tax return. However, if
   you receive social security benefits,  you may be taxed on a portion of those
   benefits as a result of receiving tax exempt income.  Also, if the Tax Exempt
   Income Fund  invests in  "private  activity"  bonds,  a portion of the Fund's
   dividends may  constitute a tax  preference  item subject to the  alternative
   minimum tax. See "Fund Investments" for further information.

   Other dividends and short-term  capital gains, if any, paid by the Tax Exempt
   Income Fund are taxable to you as ordinary  income,  whether received in cash
   or additional shares. Distributions of long-term capital gains are taxable to
   you as long-term  capital  gains,  whether  distributed in cash or additional
   shares, regardless of how long you have held your shares.

   If at least 95% of the  Fund's  dividends  are  "exempt-interest  dividends,"
   federal back-up  withholding rules do not apply.  However,  if the percentage
   should ever drop below 95%,  the Fund will be required to withhold 31% of all
   income  dividends  that are not  "exempt-interest  dividends"  and 31% of all
   capital  gain  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.

   The federal  exemption for  "exempt-interest  dividends" does not necessarily
   result  in   exemption   from  state  and  local  taxes.   Distributions   of
   "exempt-interest  dividends"  may be exempt from local and state  taxation to
   the extent they are  derived  from the state or locality in which you reside.
   Before investing in the Fund, you should check the consequences of your local
   and state tax laws. The Fund will report annually on a  state-by-state  basis
   the source of income the Fund  receives on tax exempt bonds that was paid out
   as dividends during the preceding year.

THE FUNDS' EXPENSES

In addition to the management fee paid to Back Bay Advisors or NEFM, in the case
of the Strategic  Income Fund, and the fees paid to the  Distributor,  each Fund
pays all expenses not borne by the Fund's investment adviser,  subadviser 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, 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  prospectuses  and  reports  to  shareholders  and the  compensation  of
trustees who are not  directors,  officers or  employees  of Back Bay  Advisors,
NEFM,  Loomis  Sayles or their  affiliates,  other  than  affiliated  registered
investment  companies.  In the case of Funds that offer Class Y shares,  certain
expenses are allocated  differently  between the Fund's Class A, Class B and (in
the case of the Limited Term U.S.  Government,  Strategic Income and Bond Income
Funds) Class C shares,  on one hand, and its Class Y shares,  on the other hand.
(See "Additional Facts About the Funds," below.)

Under Plans adopted  pursuant to Rule 12b-1 under the Investment  Company Act of
1940 (the "1940 Act"),  each 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 (in the case of the Limited  Term U.S.
Government,  Strategic  Income  and  Bond  Income  Funds)  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,  for  providing
personal  services  to  investors  in shares of the Fund and/or  maintenance  of
shareholder  accounts.  In the case of the Class B shares,  the Distributor pays
investment  dealers  at the time of sale the  first  year's  service  fee in the
amount of up to 0.25% of the amount invested.

In addition to the 0.25%  service fee, the High Income Fund and the Limited Term
U.S. Government Fund pay the Distributor a monthly distribution fee at an annual
rate  not to  exceed  0.10%  of the  Fund's  average  daily  net  assets  of the
respective  Funds' Class A shares.  Also, each Fund's Class B shares and (in the
case of the  Limited  Term U.S.  Government,  Strategic  Income and Bond  Income
Funds)  Class C shares  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
shares and Class C shares.  The  Distributor  may pay up to the entire amount of
the  distribution  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.  Except in the case of the Class A shares of the  Limited
Term U.S.  Government  Fund, the  Distributor  retains the balance of the fee as
compensation for its services as distributor of the relevant class of shares. In
the case of the Class A shares of the Limited  Term U.S.  Government  Fund,  the
Distributor may also use all or any portion of the  distribution  fee to pay its
expenses in  connection  with the  distribution  of shares,  including,  without
limitation,  expenses of printing and distributing prospectuses to persons other
than shareholders of the Funds, expenses of preparing, printing and distributing
advertising and sales literature and reports to shareholders  used in connection
with the sales of shares, expenses of personnel and communication equipment used
in connection with  prospective  shareholder  inquiries,  and overhead  expenses
relating to any of the foregoing.

In the case of each Fund except the High Income Fund, 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 and may be used to reimburse such expenses
incurred by the Funds' former  distributor (an affiliate of the  Distributor) in
prior years. To the extent that the Distributor's  reimbursable  expenses in any
year exceed the maximum  amount  payable  under the relevant Plan for that year,
such expenses may be carried forward for  reimbursement in future years in which
the Plan remains in effect.  Similarly, the distribution fee of the Limited Term
U.S.  Government  Fund is payable only to reimburse the Distributor for expenses
in connection  with the  distribution  of the Fund's  shares,  but  unreimbursed
expenses can be carried  forward into future years.  The amounts of unreimbursed
expenses  carried  over into 1995 from  previous  plan years with respect to the
Class A shares are as follows:  $1,583,658 for the Government  Securities  Fund;
$2,272,723  for the  Limited  Term  U.S.  Government  Fund;  $1,929,283  for the
Adjustable  Rate Fund;  $1,919,349  for the Bond Income Fund; and $1,700,600 for
Tax Exempt  Income  Fund.  The Class B service  fees for all Funds,  the Class C
service fees for the Limited Term U.S.  Government  Fund,  the Strategic  Income
Fund and the Bond  Income  Fund,  and the Class A service fee of the High Income
Fund,  are  payable  regardless  of  the  amount  of the  Distributor's  related
expenses.

PERFORMANCE CRITERIA

Each Fund may  include  total  return  information  in  advertisements  or other
written sales material.  Each Fund will show the average annual total return for
each class of shares for the one-, five- and ten-year periods through the end of
the most  recent  calendar  quarter  (or,  if  shorter,  the  period  since  the
commencement  of the  class's  operations)  or,  in the case of the High  Income
Fund's  Class A  shares,  for the  period  since  July 27,  1988,  when Back Bay
Advisors  became the High Income  Fund's  investment  adviser.  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 the Class B shares, imposition of the CDSC for
the period of time  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 classes 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 is higher.

Each Fund may also include the yield,  accompanied by the total return, for each
class of  shares,  in  advertising  and other  written  material.  Yield will be
computed in  accordance  with the SEC's  standardized  formula by  dividing  the
adjusted net investment income per share earned during a recent 30-day period by
the maximum  offering  price of a share of the  relevant  class  (reduced by any
earned income expected to be declared  shortly as a dividend) on the last day of
the period. Yield calculations will reflect any voluntary expense limitations in
effect for the Fund during the relevant period.

In addition, the Tax Exempt Income Fund may include the tax-equivalent yield for
each class of shares in  advertising and other written material.  Tax-equivalent
yield is  calculated  by  adjusting  the  class's  tax exempt  yield by a factor
designed to show the approximate  yield that a taxable  investment would have to
earn to produce an after-tax  yield equal,  for a shareholder in a specified tax
bracket, to the class's tax exempt yield.

Each Fund may also present one or more distribution  rates for each class in its
sales  literature.  These rates will be  determined by  annualizing  the class's
distributions from net investment income and net short-term capital gains over a
recent  12-month,  3-month or 30-day  period  and  dividing  that  amount by the
maximum offering price or the net asset value on the last day of such period. If
the net asset value rather than the maximum  offering price is used to calculate
the distribution rate, the rate will be higher.

Total  return will  generally  be higher for Class A shares than for Class B and
Class C shares of the same Fund,  because of the higher levels of expenses borne
by the Class B and Class C shares.  However,  this  difference  may be offset in
whole or in part by the  benefit  gained  by 100%  immediate  investment  of the
purchase  price of  Class B  shares  or  Class C  shares.  As a result  of lower
operating expenses,  Class Y shares of the Government  Securities,  Limited Term
U.S. Government,  Adjustable Rate, Strategic Income and Bond Income Funds can be
expected to achieve a higher  investment return than the Funds' 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 FUNDS

*  New England Funds Trust I was organized in 1985 as a  Massachusetts  business
   trust and is authorized to issue an unlimited  number of full and  fractional
   shares in multiple  series.  The Government  Securities  Fund  represents the
   original  series of shares of New England  Funds Trust I. The Bond Income and
   Tax Exempt Income Funds were organized prior to 1985 and conducted investment
   operations as separate  corporations until their  reorganization as series of
   New  England  Funds  Trust I in  January  1987.  The  Strategic  Income  Fund
   commenced investment operations in 1995.

*  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 Limited Term U.S.  Government Fund commenced
   investment operations in 1989. The High Income Fund was organized in 1984 and
   conducted   investment   operations  as  a  separate  corporation  until  its
   reorganization  as a series  of New  England  Funds  Trust  II in  1989.  The
   Adjustable Rate Fund commenced operations in 1991.

*  When  you  invest  in a Fund,  you  acquire  freely  transferable  shares  of
   beneficial  interest  that entitle you to receive  dividends as determined by
   the respective  Trust's trustees and to cast a vote for each share you own at
   shareholder  meetings.  Shares of each Fund vote  separately  from  shares of
   other series of the same Trust,  except as otherwise  required by law. Shares
   of all classes of a Fund vote  together,  except as to matters  relating to a
   class's Rule 12b-1 plan,  for which only shares of that class are entitled to
   vote.

*  Except for matters that are explicitly  identified as  "fundamental"  in this
   prospectus or Parts I and II of the  Statement,  the  investment  policies of
   each Fund may be changed without  shareholder  approval or prior notice.  The
   investment  objectives  of the  Government  Securities,  Bond  Income and Tax
   Exempt  Income  Funds  are  fundamental.  The  investment  objectives  of the
   Adjustable  Rate Fund and  Strategic  Income  Fund are not  fundamental.  The
   investment  objectives  of the Limited Term U.S.  Government  and High Income
   Funds are not fundamental but, as a matter of policy,  the trustees would not
   change those objectives without shareholder approval. If there is a change in
   the  investment  objective  of the Limited Term U.S.  Government,  Adjustable
   Rate,  Strategic Income or High Income Funds, you should consider whether the
   Fund  remains  an  appropriate  investment  in  light  of your  then  current
   financial position and needs.

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

*  The transfer and  dividend  paying agent for the Funds 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.

*  Class Y shares for the Government  Securities,  Limited Term U.S. Government,
   Strategic  Income,  Bond Income and Adjustable Rate Funds:  Class Y shares of
   these Funds 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").
   There is no minimum  initial or subsequent  investment  amount for Retirement
   Plans or Separate Accounts. 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.

*  Class Y shares are  identical to Class A, Class B and Class C shares,  except
   that Class Y shares have no sales charge or CDSC, bear no Rule 12b-1 fees and
   have separate voting rights in certain  circumstances.  Class Y bears its own
   transfer agency and prospectus printing costs.

*  If the  balance  in your  account  with a Fund is less than a minimum  dollar
   amount set by the trustees of the Trusts from time to time (currently  $500),
   that 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
   tax-qualified  plans (such as IRAs,  Keoghs and  pension  and profit  sharing
   plans) and automatic  investment plans or accounts that have fallen below the
   minimum solely because of fluctuations in net asset value per share.

*  The Trusts (together with the Money Market Funds)  constitute the New England
   Funds.  Each  Trust  offers  only its own Funds'  shares for sale,  but it is
   possible  that a Trust  might  become  liable for any  misstatements  in this
   prospectus  that relate to the other  Trust.  The trustees of each Trust have
   considered  this  possible  liability  and approved the use of this  combined
   prospectus for Funds of both Trusts.

*  The Class A,  Class B,  Class C and  Class Y  structure  could be  terminated
   should  certain IRS rulings be  rescinded.  See Part II of the  Statement for
   more details.

*  Each Fund's annual report contains additional performance  information and is
   made available upon request and without charge.
<PAGE>
Appendix A: Ratings of Securities

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC. BOND RATINGS:

Aaa,  Aa, A -- Bonds which are rated Aaa or Aa are judged to be of high  quality
by all standards and are generally known as high grade bonds. Bonds rated Aa are
rated lower than Aaa  securities  because  margins of  protection  may not be as
large as in the latter or fluctuation  of protective  elements may be of greater
amplitude or there may be other elements present which make the long- term risks
appear somewhat  larger than in Aaa securities.  Bonds which 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 which suggest a susceptibility
to impairment sometime in the future.

Baa -- Bonds which are rated Baa are considered 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 in
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 secured.  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 or 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
high degree. Such issues are often in default or have other marked shortcomings.

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

DESCRIPTION OF STANDARD & POOR'S CORPORATION BOND RATINGS:

AAA, AA, A -- Bonds rated AAA have the highest rating  assigned by S&P to a debt
obligation.  Capacity to pay interest and repay  principal is extremely  strong.
Bonds rated AA have a very strong  capacity to pay interest and repay  principal
and differ from the highest  rated  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 than bonds in high rated categories.

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 the issuer's 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.

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

D -- Bonds rated D are in default,  and payment of interest and/or  repayment of
principal is in arrears.
<PAGE>
                                 Appendix B

               AVERAGE MONTHLY PORTFOLIO COMPOSITION TABLE OF THE
                   HIGH INCOME FUND AS OF DECEMBER 31, 1994

                                                      PERCENTAGE
                                                          OF
SECURITY                                              NET ASSETS
- --------                                              ----------
Preferred Stock ....................................        0%
Short-term Obligations and Other Assets.............        7%
Debt -- Unrated.....................................        1%
Debt -- Standard and Poor's Rating..................
    AAA.............................................        1%
    BBB.............................................        0%
    BB..............................................       14%
    B...............................................       70%
    CAA.............................................        7%
    CA..............................................        0%

The chart above indicates the composition of the High Income Fund for the fiscal
year ended  December 31, 1994,  with the debt  securities  rated by Standard and
Poor's separated into the indicated categories.  The percentages were calculated
on a dollar weighted average basis by determining  monthly the percentage of the
High Income  Fund's net assets  invested in each  category as of the end of each
month  during the year.  Back Bay  Advisors  does not rely  primarily on ratings
designed by any rating agency in making investment decisions. The chart does not
necessarily  indicate what the  composition  of the Fund's  portfolio will be in
subsequent fiscal years.

<PAGE>
                          Glossary of Terms

Capital gain  distributions  -- Payments to  shareholders of profits earned from
selling  securities  in the 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  (POP)  -- 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  service to investors  and/or for
maintenance  of  shareholder   accounts  by  the   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.

Yield -- The rate at which a fund earns income, expressed as a percentage. Yield
calculations are standardized  among mutual funds,  based on a formula developed
by the Securities and Exchange Commission.

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




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