ORGANIZATIONAL EXPENSE REIMBURSEMENT AGREEMENT

                                                       Registration Nos. 2-11101
                                                                         811-242




                                     EXHIBIT
                                   EX-99.9(D)




     ORGANIZATIONAL EXPENSE REIMBURSEMENT AGREEMENT BETWEEN THE REGISTRANT,
   ON BEHALF OF ITS NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA
           AND NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK
                           AND NEW ENGLAND FUNDS, L.P.




                             ORGANIZATIONAL EXPENSE
                             REIMBURSEMENT AGREEMENT

         This Agreement, made this as of the lst day of March, 1993, by and
between TNE Funds Trust, a Massachusetts business trust (the "Trust"), on behalf
of its TNE Intermediate Term Tax Free Fund of California and TNE Intermediate
Term Tax Free Fund of New York series (the "Series") and TNE Investment Services
Corporation (the "Distributor").

WITNESSETH

         WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940 and was and is in the process
of organizing the Series;

         WHEREAS, there have been and will be certain organizational expenses
incurred as a part of such organization, which are properly expenses of the
Series, that have been and will in the future be paid by the Distributor by
reason of the fact that the Series was not or will not be capitalized when such
expenses otherwise became or become due and payable;

         WHEREAS, such organizational expenses include expenses necessary to
organize and establish the Series as separate series of the Trust and to create
the necessary relationships and legal qualifications to enable them to commence
business and operations, including, but not by way of limitation, such expenses
as outside legal counsel's fees, fees and taxes imposed by The Commonwealth of
Massachusetts on Massachusetts business trusts, independent public accountant
fees and state blue sky filing and registration fees (such expenses being
hereinafter referred to as "Organization Expenses"):

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:

         1. Upon the issuance and sale of shares of beneficial interest of the
Series to the public, the Series shall reimburse and pay to the Distributor up
to $200,000 of the amounts expended by the Distributor for Organization Expenses
for the Series.

         2. Such reimbursement shall be paid by the Series to the Distributor
upon demand, without interest, and in no event later than five years from the
commencement of operations of the Series. Upon demand for payment, the
Distributor shall present copies of invoices or receipts, and copies of
cancelled checks or other evidence of payment by the Distributor, of the
Organization Expenses for which it is demanding reimbursement.


                           TNE Funds Trust, on behalf of its
                           TNE Intermediate Term Tax Free Fund of California and
                           TNE Intermediate Term Tax Free Fund of New York

                           By  /s/XXXXX X.X. XXXXXXXXX
                               -------------------------
                               Xxxxx X.X. Xxxxxxxxx
                               President


                           TNE Investment Services Corporation

                           By  /s/XXXXX X. XXXXX
                               -------------------------
                               Xxxxx X. Xxxxx
                               Senior Vice President