NEW ENGLAND FUNDS TRUST I
NEW ENGLAND FUNDS TRUST II
Supplement dated October 31, 1995 to New England Stock Funds Prospectuses
dated May 1, 1995
and as Revised August 21, 1995
The following paragraphs are added to the section of the Prospectuses
captioned "Fund Management" for New England Capital Growth Fund, New
England Balanced Fund, New England Growth Fund, New England International
Equity Fund, New England Star Advisers Fund, New England Value Fund and New
England Growth Opportunities Fund (the "Funds"):
The investment adviser of each Fund (other than New England Growth Fund
and New England Star Advisers Fund), and the subadviser of New England
Growth Opportunities Fund, are wholly-owned subsidiaries of New England
Investment Companies, L.P. ("NEIC"). NEIC is the indirect owner of a
majority limited partnership interest in New England Growth Fund's
investment adviser. NEIC serves as investment adviser to New England
Star Advisers Fund. Loomis, Sayles & Company, L.P. ("Loomis Sayles"),
one of New England Star Advisers Fund's subadvisers, is also a wholly-
owned subsidiary of NEIC. New England Mutual Life Insurance Company
("The New England") owns NEIC's sole general partner and a majority of
the limited partnership interest in NEIC. The New England and
Metropolitan Life Insurance Company ("MetLife") have entered into an
agreement to merge, with MetLife to be the survivor of the merger. The
merger is conditioned upon, among other things, approval by the
policyholders of The New England and MetLife and receipt of certain
regulatory approvals. The merger is not expected to occur until after
December 31, 1995.
The merger of The New England into MetLife is being treated, for purposes
of the Investment Company Act of 1940 (the "Act"), as an "assignment" of
the existing investment advisory agreements and the subadvisory
agreements with NEIC and its affiliate companies. Under the Act, such an
"assignment" will result in the automatic termination of those
agreements, effective at the time of the merger. In the case of New
England Star Advisers Fund, the subadvisory agreements between NEIC and
the Fund's three subadvisers other than Loomis Sayles provide that they
will terminate automatically upon any termination of the Fund's
investment advisory agreement with NEIC. Those subadvisory agreements
will also terminate at the time of the merger. Prior to the merger,
shareholders of the Funds will be asked to approve new investment
advisory and subadvisory agreements, intended to take effect at the time
of the merger. A proxy statement describing the new agreements will be
sent to shareholders of the Funds prior to their being asked to vote on
the new agreements.
The following paragraphs are added to the section of the Prospectuses
captioned "Fund Management" for New England International Equity Fund:
NEIC, the parent company of Draycott Partners, Ltd. ("Draycott"), has
agreed to sell Draycott to Cursitor Holdings, Ltd. U.K. ("Cursitor").
Draycott serves as the investment adviser to the Fund. The sale is
expected to occur in late December, 1995. The sale is subject to a
number of conditions, including approval by the Fund's shareholders of
new investment advisory arrangements for the Fund. Under these new
arrangements, New England Funds Management, L.P., a subsidiary of NEIC,
would become the Fund's investment adviser, and Draycott would continue
to be responsible, as subadviser, for the day-to-day management of the
Fund's investment portfolio. A proxy statement describing the new
arrangements will be sent to shareholders of the Fund prior to their
being asked to vote on the new arrangements. No changes in the Fund's
investment objective or policies, or in the portfolio management
personnel responsible for the Fund's day-to-day investment management,
are contemplated in connection with the sale.
Cursitor, headquartered at 66 Buckingham Gate, London, England SW1E 6AU,
is an international investment management group that had approximately
$9.4 billion of assets under management at September 30, 1995.
On October 24, 1995, Alliance Capital Management, L.P. ("Alliance
Capital") announced that it had agreed in principle to acquire the
business of Cursitor and of an affiliated company, Cursitor-Eaton Asset
Management Company. If consummated, this acquisition would result in
Draycott becoming a wholly-owned subsidiary of a new entity, Cursitor
Alliance LLC, in which Alliance Capital would own a 93% interest.
Alliance Capital Management Corporation ("ACMC"), the sole general
partner of, and the owner of a 1% general partnership interest in,
Alliance Capital, is an indirect wholly-owned subsidiary of The Equitable
Life Assurance Society of the United States, which is a wholly-owned
subsidiary of The Equitable Companies Incorporated, a holding company
controlled by AXA, a French insurance holding company.
The following paragraphs are added to the section of the Prospectuses
captioned "Buying Fund Shares" for each of the Funds:
Investment checks should be made payable to New England Funds.
New England Funds will accept second-party checks (up to $10,000) for
investments into existing accounts only. (A second-party check is a
check made payable to a New England Funds shareholder which the
shareholder has endorsed to New England Funds for deposit into an account
registered to the shareholder.)
New England Funds will NOT accept third-party checks, except certain
third-party checks issued by other mutual fund companies, broker dealers
or banks representing the transfer of retirement assets. (A third-party
check is a check made payable to a party which is not a New England Funds
shareholder, but which has been ultimately endorsed to New England Funds
for deposit into an account.)
The following sentence is added to the section of the Prospectuses
captioned "Buying Fund Shares--Growth Fund Eligibility":
Shares of New England Growth Fund are available for purchase by 401(k)
retirement plans.
