ADVENT SOFTWARE INC /DE/
424B4, 1999-06-22
COMPUTER PROGRAMMING SERVICES
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                                                Filed pursuant to Rule 424(b)(4)
                                                      Registration No. 333-79659


                                1,300,000 Shares

                                     [LOGO]

                             ADVENT SOFTWARE, INC.

                                  Common Stock
                                   ---------

    We are selling 1,200,000 shares of common stock and the selling stockholder
is selling 100,000 shares of common stock. We will not receive any of the
proceeds from the shares of common stock sold by the selling stockholder.

    The underwriters have an option to purchase a maximum of 195,000 additional
shares to cover over-allotments of shares.


    Our common stock is listed on The Nasdaq Stock Market's National Market
under the symbol "ADVS". On June 17, 1999, the last reported sale price of the
common stock was $62.0625 per share.


    INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.


<TABLE>
<CAPTION>
                                                           UNDERWRITING          PROCEEDS TO          PROCEEDS TO
                                        PRICE TO           DISCOUNTS AND           ADVENT               SELLING
                                         PUBLIC             COMMISSIONS        SOFTWARE, INC.         STOCKHOLDER
                                   -------------------  -------------------  -------------------  -------------------
<S>                                <C>                  <C>                  <C>                  <C>
Per share........................       $62.0625               $3.26               $58.80               $58.80
Total............................      $80,681,250          $4,238,000           $70,560,000          $5,880,000
</TABLE>



    Delivery of the shares of common stock will be made on or about June 23,
1999.


    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

CREDIT SUISSE FIRST BOSTON                                     HAMBRECHT & QUIST

                              SALOMON SMITH BARNEY


                 The date of this prospectus is June 17, 1999.

<PAGE>
                                 --------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                    Page
                                                    -----
<S>                                              <C>
PROSPECTUS SUMMARY.............................           3

SUMMARY CONSOLIDATED FINANCIAL INFORMATION.....           5

RISK FACTORS...................................           6

SPECIAL NOTE REGARDING FORWARD LOOKING
  STATEMENTS...................................          11

USE OF PROCEEDS................................          12

PRICE RANGE OF COMMON STOCK....................          12

DIVIDEND POLICY................................          12

CAPITALIZATION.................................          13

SELECTED CONSOLIDATED FINANCIAL DATA...........          14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS...................................          15

<CAPTION>
                                                    Page
                                                    -----
<S>                                              <C>

BUSINESS.......................................          25

MANAGEMENT.....................................          32

SELLING STOCKHOLDER............................          33

UNDERWRITING...................................          34

NOTICE TO CANADIAN RESIDENTS...................          35

LEGAL MATTERS..................................          36

EXPERTS........................................          36

WHERE YOU CAN FIND MORE INFORMATION............          37

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.....         F-1
</TABLE>


                                 --------------

    YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

                                 --------------

    OUR LOGO AND CERTAIN TITLES AND LOGOS OF OUR PRODUCTS MENTIONED IN THIS
PROSPECTUS ARE OUR SERVICE MARKS AND TRADEMARKS. EACH BRAND NAME AND TRADEMARK
APPEARING IN THIS PROSPECTUS IS THE PROPERTY OF ITS RESPECTIVE HOLDER.
<PAGE>
                               PROSPECTUS SUMMARY

    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
THIS SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD
CONSIDER BEFORE BUYING SHARES IN THE OFFERING. YOU SHOULD READ THE ENTIRE
PROSPECTUS CAREFULLY.

                                ADVENT SOFTWARE

    We are a leading provider of Enterprise Investment Management, or EIM,
solutions that automate and integrate mission-critical functions for investment
management professionals.

    As financial assets under management have grown significantly in recent
years, the market for investment management solutions has also experienced rapid
growth. The increase in the number of investment management professionals, the
continued introduction of sophisticated financial instruments and the increasing
customer demand for enhanced service levels have also driven growth in this
market. These trends, coupled with complex and evolving industry standards and
government regulations, are driving demand for software products that automate,
simplify and integrate functions for investment management.

    Advent Office, our suite of integrated products, addresses this demand by
automating and integrating work and data flows across the entire investment
management enterprise. Advent Office helps reduce client costs, improve the
accuracy of client information and enable our clients to provide enhanced
customer service. Advent Office includes:

    - Axys, a portfolio accounting and management system;

    - Moxy, a trading and order management system;

    - Qube, a client relationship management system;

    - Rex, an automated reconciliation system;

    - Advent Warehouse, an investment data warehouse solution;

    - Advent Partner, an investment partnership accounting system;

    - Advent Browser Reporting, an Internet-based solution to access Advent
      Office information; and

    - Open G/L, a component that allows users to integrate portfolio management
      data with their general ledger systems.

In addition, we offer Geneva, a real-time accounting and portfolio management
solution for global financial institutions to manage their portfolios on a
worldwide basis, and Gifts for Windows, a grants management solution for the
grant-giving community. We believe that no other vendor offers a solution to
address the full range of front- to back- office needs of investment management
organizations that is both as comprehensive and scalable as our EIM solution.

    Our strategy is to be the leading provider of EIM solutions. We also aim to
develop long-term client relationships and to maintain a high level of client
satisfaction, which we believe will result in additional recurring revenues from
new product licenses, renewals of existing contracts and the introduction and
adoption of new data and information services. Key elements of our strategy are
to:

    - continue to leverage the Internet to distribute new information management
      products and services;

    - further develop our strategic partner relationships;

    - continue our technology leadership by increasing the functionality and
      depth of our current product offerings and developing new products;

    - extend deployments within our existing customer base to meet their
      evolving needs; and

    - expand our presence into new domestic and international markets.

                                       3
<PAGE>
    Our clients include many of the world's leading investment management
organizations. These organizations vary significantly in size, assets under
management and the complexity of their investment environments. At present, we
have licensed our products to over 5,400 institutions in 36 countries for use by
more than 60,000 concurrent users.

    We were founded in 1983, incorporated in 1983 in California and
reincorporated in Delaware in November 1995. Our principal executive offices are
located at 301 Brannan Street, San Francisco, CA 94107, and our telephone number
is (415) 543-7696. Our common stock is traded on the Nasdaq National Market
under the symbol "ADVS." As used in this Prospectus, the terms "Advent", "we",
"our" and "us" refer to Advent Software, Inc. and our consolidated subsidiaries,
except as otherwise indicated.

                                  THE OFFERING

<TABLE>
<CAPTION>
<S>                                                          <C>
Common Stock offered by Advent.............................  1,200,000 shares

Common Stock offered by the Selling Stockholder............  100,000 shares

Common Stock to be outstanding after the offering..........  9,499,707 shares

Use of proceeds............................................  For general corporate purposes, including working
                                                             capital and capital expenditures. See "Use of
                                                             Proceeds."

Nasdaq National Market Symbol..............................  ADVS
</TABLE>

    This table is based on shares outstanding as of March 31, 1999. This table
excludes:

    - options outstanding to purchase a total of 1,903,000 shares of common
      stock at a weighted average exercise price of $25.15 per share and 53,000
      shares reserved for grant of future options under our 1992 Stock Plan;

    - options outstanding to purchase a total of 92,000 shares of common stock
      at a weighted average exercise price of $37.25 per share and 8,000 shares
      reserved for grant of future options under our 1998 Nonstatutory Stock
      Option Plan;

    - options outstanding to purchase a total of 56,000 shares of common stock
      at a weighted average exercise price of $25.02 per share and 16,200 shares
      reserved for grant of future options under our 1995 Director Option Plan;
      and

    - 171,000 shares reserved for grant under our 1995 Employee Stock Purchase
      Plan.

    Subsequent to March 31, 1999, we reserved an additional 600,000 shares for
issuance under our employee benefits plans.

    EXCEPT AS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS ASSUMES
THAT THE UNDERWRITERS' OVERALLOTMENT OPTION IS NOT EXERCISED.

                                       4
<PAGE>
                   SUMMARY CONSOLIDATED FINANCIAL INFORMATION
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                      THREE MONTHS
                                                     YEAR ENDED DECEMBER 31,        ENDED MARCH 31,
                                                 -------------------------------  --------------------
                                                   1996       1997       1998       1998       1999
                                                 ---------  ---------  ---------  ---------  ---------
<S>                                              <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net revenues...................................  $  36,744  $  48,613  $  70,998  $  14,049  $  20,220
Income from operations.........................        591      9,398      5,912      1,622      2,591
Net income (loss)..............................     (1,099)     6,713      4,399      1,258      1,954
Basic net income (loss) per share..............  $   (0.16) $    0.89  $    0.55  $    0.16  $    0.24
Shares used in basic per share calculation.....      7,070      7,521      8,066      7,903      8,310
Diluted net income (loss) per share............  $   (0.16) $    0.84  $    0.51  $    0.15  $    0.21
Shares used in diluted per share calculation...      7,070      8,017      8,703      8,489      9,139
</TABLE>


<TABLE>
<CAPTION>
                                                                              MARCH 31, 1999
                                                                           --------------------
                                                                                         AS
                                                                            ACTUAL    ADJUSTED
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short term investments........................  $  44,667  $ 114,917
Working capital..........................................................     41,159    111,409
Total assets.............................................................     89,123    159,373
Long-term liabilities....................................................        594        594
Stockholders' equity.....................................................     63,716    133,966
</TABLE>


- ------------------------

    For an explanation of shares used in the above calculations, see Note 1 of
the Notes to Consolidated Financial Statements. The numbers in the above table,
as adjusted, reflect the sale of the shares of common stock and the application
of our estimated net proceeds.

                                       5
<PAGE>
                                  RISK FACTORS

    YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE BUYING SHARES
IN THIS OFFERING.

OUR OPERATING RESULTS FLUCTUATE SIGNIFICANTLY AND WE MAY NOT BE ABLE TO MAINTAIN
  OUR EXISTING GROWTH RATES.

    Licenses into multi-user networked environments have increased both in
individual size and number, and the timing and size of individual license
transactions are becoming increasingly important factors in quarterly operating
results. The sales cycles for transactions of this size are often lengthy and
unpredictable. We may not be successful in closing large license transactions
such as these on a timely basis or at all. Accordingly, if future revenues from
large site licenses constitute a material portion of our net revenues, the
timing of such licenses could cause additional variability in our quarterly
operating results. We typically ship our software products shortly after receipt
of a signed license agreement and initial payment and, consequently, software
product backlog at the beginning of any quarter typically represents only a
small portion of that quarter's expected revenues. Our expense levels are based
in significant part on our expectations of future revenues and therefore are
relatively fixed in the short term. Due to the fixed nature of these expenses
combined with the relatively high gross margin historically achieved by us on
products and services, an unanticipated decline in net revenues in any
particular quarter is likely to disproportionately adversely affect operating
results.

    We have generally realized lower revenues from license fees in the first
quarter of the year than in the last quarter of the prior year. We believe that
this has been due primarily to the concentration by some clients of larger
capital purchases in the fourth quarter of the calendar year and their lower
purchasing activity during the subsequent first quarter. We believe our annual
incentive compensation plans, which tend to produce increased year-end sales
activity, compound this factor. Furthermore, we have often recognized a
substantial portion of each quarter's license revenues in the last month of that
quarter.

    Because of the above factors, we believe that period to period comparisons
of our operating results are not necessarily meaningful and that these
comparisons cannot be relied upon as indicators of future performance.

    Our stock price has fluctuated significantly since our initial public
offering in November 1995. Like many companies in the technology and emerging
growth sector, our stock price may be subject to wide fluctuations, particularly
during times of high market volatility. If net revenues or earnings in any
quarter fail to meet the investment community's expectations, our stock price is
likely to decline. In addition, our stock price may be affected by broader
market trends unrelated to our performance.

OUR SALES CYCLE IS LONG AND WE HAVE LIMITED ABILITY TO FORECAST THE TIMING AND
  AMOUNT OF SPECIFIC SALES.

    Because the purchase of our software products often requires significant,
executive-level investment and systems architecture decisions by prospective
customers, we must generally engage in a relatively lengthy sales effort. These
transactions may be delayed during the customer acceptance process because we
must provide a significant level of education to prospective customers regarding
the use and benefit of our products. As a result, the sales cycle associated
with the purchase of our software products is typically between two and nine
months depending upon the size of the client, though it can be considerably
longer, and is subject to a number of significant risks over which we have
little or no control, including customers' budgeting constraints and internal
acceptance procedures. Further, to the extent that potential customers divert
resources and attention, or delay purchasing decisions, as a result of the Year
2000 issue, our sales cycle could be still longer. As a result of the length of
our sales cycle, we have limited ability to forecast the timing and amount of
specific sales. The timing of large individual sales is especially difficult to
forecast. Because our expenses are generally relatively fixed in

                                       6
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the near term, any shortfall from anticipated revenues could result in
significant variations in our operating results from quarter to quarter.

    The implementation of our solutions involves a significant commitment of
resources by customers and by us over an extended period of time. Also, the size
and complexity of any particular implementation projects can cause delays in the
sales cycle that precedes it. Any such delays could seriously harm our business.

WE DEPEND HEAVILY ON OUR PRODUCT, AXYS.

    In 1996, 1997 and 1998, we derived a substantial majority of our net
revenues from the licensing of Axys and related products and services. In
addition, many of our other products, such as Moxy, Qube and various data
interfaces were designed to operate with Axys to provide an integrated solution.
As a result, we believe that a majority of our net revenues, at least through
1999, will be dependent upon continued market acceptance of Axys, enhancements
or upgrades to Axys and related products and services.

WE ARE CONTINUING TO EXPAND OUR INTERNET INITIATIVE.

    To take advantage of the Internet, we are continuing to expand an Internet
initiative under which we are developing services, both announced and
unannounced, to bring Internet-based products and services to clients. The first
of these services, Rex, was launched during the second quarter of 1997. The
second service, Advent Browser Reporting, was launched in the third quarter of
1998. As we develop new products and services under our Internet Initiative, we
have and will continue to enter into development agreements with information
providers, clients or other companies in order to accelerate the delivery of new
products and services. We may not be successful in marketing our Internet
services or in developing other Internet services. Our failure to do so could
seriously harm our business.

WE MUST CONTINUE TO INTRODUCE NEW PRODUCTS AND PRODUCT ENHANCEMENTS.

    The market for our products is characterized by rapid technological change,
changes in customer demands and evolving industry standards. As a result, our
future success will continue to depend upon our ability to develop new products
that address the future needs of our target markets and to respond to these
changing standards and practices. Delays in the commencement of commercial
shipments of new products or enhancements may result in client dissatisfaction
and delay or loss of product revenues. In addition, our ability to develop new
products and product enhancements is dependent upon the products of other
software vendors, including system software vendors, such as Microsoft
Corporation, database vendors and development tool vendors. If the products of
these vendors have design defects or flaws, or if these products are
unexpectedly delayed in their introduction, our business could be seriously
harmed.

WE DEPEND UPON FINANCIAL MARKETS.

    The target clients for our products include a range of organizations that
manage investment portfolios, including investment advisors, brokerage firms,
banks and hedge funds. In addition, we target corporations, public funds,
universities and non-profit organizations, which also manage investment
portfolios and have many of the same needs. The success of many of our clients
is intrinsically linked to the health of the financial markets. We believe that
demand for our products could be disproportionately affected by fluctuations,
disruptions, instability or downturns in the financial markets which may cause
clients and potential clients to exit the industry or delay, cancel or reduce
any planned expenditures for investment management systems and software
products.

                                       7
<PAGE>
GENERAL ECONOMIC CONDITIONS AND YEAR 2000 ISSUES MAY REDUCE OUR LICENSE
  REVENUES.

    We believe that the market for large management software systems may be
negatively impacted by a number of factors, including:

    - reductions in capital expenditures by large customers;

    - increasing competition; and

    - increased customer focus on addressing Year 2000 problems.

    The above factors may, in turn, give rise to a number of market trends that
may slow license revenue growth across the industry, including:

    - longer sales cycles;

    - deferral or delay of information technology projects and generally reduced
      expenditures for software;

    - reallocation of reduced capital expenditures to fix Year 2000 problems of
      existing systems; and

    - increased priced competition.

    Although we do not believe these factors have impacted our revenues to date,
the continued presence of these factors in the market for large management
software systems could adversely affect our business and results of operations.

IF OUR RELATIONSHIP WITH INTERACTIVE DATA IS TERMINATED, OUR BUSINESS MAY BE
  HARMED.

    Many of our clients use our proprietary interface to electronically retrieve
pricing and other data from Interactive Data. Interactive Data pays us a
commission based on their revenues from providing this data to our clients. Our
software products have been customized to be compatible with their system and
this software would need to be redesigned if their services were unavailable for
any reason. Termination of our agreement with Interactive Data would require at
least two years notice by either us or them, or 90 days in the case of material
breach. If our relationship with Interactive Data were terminated or their
services were unavailable to our clients for any reason, replacing these
services could be costly and time consuming.

WE FACE INTENSE COMPETITION.

    The market for investment management software is intensely competitive and
highly fragmented, subject to rapid change and highly sensitive to new product
introductions and marketing efforts by industry participants. Our competitors
include providers of software and related services as well as providers of
timeshare services.

    Our competitors vary in size, scope of services offered and platforms
supported. In addition, we compete indirectly with existing and potential
clients, many of whom develop their own software for their particular needs and
therefore may be reluctant to license software products offered by independent
vendors like us. Many of our competitors have longer operating histories and
greater financial, technical, sales and marketing resources than we do. We
cannot guarantee that we will be able to compete successfully against current
and future competitors or that competitive pressures will not result in price
reductions, reduced operating margins and loss of market share, any one of which
could seriously harm our business.

WE FACE CHALLENGES IN EXPANDING OUR INTERNATIONAL OPERATIONS.

    We market and sell our products in the United States and, to a lesser
extent, internationally. We have established a subsidiary located in Australia
to market and sell our products in Australia. In order

                                       8
<PAGE>
to expand our international operations, we would need to establish additional
facilities, acquire other businesses or enter into distribution relationships in
other parts of the world. The expansion of our existing international operations
and entry into additional international markets will require significant
management attention and financial resources. We cannot be certain that our
investments in establishing facilities in other countries will produce desired
levels of revenue. We currently have limited experience in developing localized
versions of our products and marketing and distributing our products
internationally. In addition, international operations are subject to other
inherent risks, including:

    - The impact of recessions in economies outside the United States;

    - Greater difficulty in accounts receivable collection and longer collection
      periods;

    - Unexpected changes in regulatory requirements;

    - Difficulties in successfully adapting our products to the language and
      technology standards of other countries;

    - Difficulties and costs of staffing and managing foreign operations;

    - Reduced protection for intellectual property rights in some countries;

    - Potentially adverse tax consequences; and

    - Political and economic instability.

    Our international revenues are generally denominated in local currencies. We
do not currently engage in currency hedging activities. Although exposure to
currency fluctuations to date has been insignificant, future fluctuations in
currency exchange rates may adversely affect revenues from international sales.

UNDETECTED SOFTWARE ERRORS OR FAILURES FOUND IN NEW PRODUCTS MAY RESULT IN LOSS
  OF OR DELAY IN MARKET ACCEPTANCE OF OUR PRODUCTS THAT COULD SERIOUSLY HARM OUR
  BUSINESS.

    Our products may contain undetected software errors or failures when first
introduced or as new versions are released. Despite testing by us and by current
and potential customers, errors may not be found in new products until after
commencement of commercial shipments, resulting in loss of or a delay in market
acceptance, which could seriously harm our business.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY WE MAY BE SUBJECT TO
  INCREASED COMPETITION THAT COULD SERIOUSLY HARM OUR BUSINESS.

    Our success depends significantly upon our proprietary technology. We
currently rely on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect our proprietary
rights. We seek to protect our software, documentation and other written
materials under trade secret and copyright laws, which afford only limited
protection. We cannot assure you that we will develop proprietary products or
technologies that are patentable, that any patent, if issued, would provide us
with any competitive advantages or would not be challenged by third parties, or
that the patents of others will not adversely affect our ability to do business.

    Litigation may be necessary to protect our proprietary technology. This
litigation may be time-consuming and expensive. Despite our efforts to protect
our proprietary rights, unauthorized parties may attempt to copy aspects of our
products or to obtain and use information that we regard as proprietary. In
addition, the laws of some foreign countries do not protect proprietary rights
to as great an extent as do the laws of the United States. We cannot assure you
that our means of protecting our proprietary rights will be adequate or that our
competitors will not independently develop similar

                                       9
<PAGE>
technology, duplicate our products or design around any patent that may be
issued to us or other intellectual property rights of ours.

WE FACE RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS.

    We may acquire or make investments in complementary companies, products or
technologies. If we buy a company, we could have difficulty in integrating that
company's personnel and operations. In addition, the key personnel of the
acquired company may decide not to work for us. If we make other types of
acquisitions, we could have difficulty in assimilating the acquired technology
or products into our operations. These difficulties could disrupt our ongoing
business, distract our management and employees and increase our expenses.
Furthermore, we may have to incur debt or issue equity securities to pay for any
future acquisitions, the issuance of which could be dilutive to our existing
stockholders.

WE MUST ATTRACT AND RETAIN QUALIFIED TECHNICAL AND SALES PERSONNEL.

    Our continued success depends, in part, on our ability to identify, attract,
motivate and retain qualified technical and sales personnel. Because our future
success is dependent on our ability to continue to enhance and introduce new
products, we are particularly dependent on our ability to identify, attract,
motivate and retain qualified engineers with the requisite education,
backgrounds and industry experience. Competition for qualified engineers,
particularly in Northern California and the San Francisco Bay Area, is intense.
The loss of the services of a significant number of our engineers or sales
people could be disruptive to our development efforts or business relationships
and could seriously harm our business.

YEAR 2000 COMPLIANCE ISSUES COULD SERIOUSLY HARM OUR BUSINESS.

    We are in the process of assessing and remediating any Year 2000 issues
associated with our computer systems and software and other property and
equipment. Despite our testing and remediation efforts, our systems and those of
third parties, including content providers, advertisers, affiliates, and end
users may contain errors or faults with respect to the Year 2000. Our efforts to
address this issue are described in more detail in "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Impact of Year 2000
Issue." Known or unknown errors or defects that affect the operation of our
software and systems and those of third parties and end users, could result in
delay or loss of revenue, cancellation of customer contracts, diversion of
development resources, damage to our reputation, increased service and warranty
costs, and litigation costs, any of which could harm our business.

                                       10
<PAGE>
               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This prospectus contains forward-looking statements in "Prospectus Summary,"
"Risk Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and elsewhere. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may, " "will,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks outlined
under "Risk Factors," that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels or activity, performance or achievements expressed or
implied by such forward-looking statements.

    Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements. We
are under no duty to update any of the forward-looking statements after the date
of this prospectus to conform such statements to actual results.

                                       11
<PAGE>
                                USE OF PROCEEDS


    We expect to receive approximately $70.3 million of net proceeds from the
sale of the 1,200,000 shares of common stock in this offering based on the
offering price of $62.0625 per share and after deducting underwriting discounts
and commissions and estimated offering expenses. We will receive no additional
net proceeds upon the exercise of the underwriters' over-allotment option.


    We intend to use the net proceeds of this offering primarily for general
corporate purposes, including working capital and capital expenditures. A
portion of the proceeds may also be used to acquire or invest in complementary
businesses or products or to obtain the right to use complementary technologies.
However, we have no present plans, agreements or commitments and are not
currently engaged in any negotiations with respect to any such transactions. We
cannot specify with certainty the particular uses for the net proceeds to be
received upon the completion of this offering. Accordingly, our management team
will have broad discretion in applying the net proceeds.

    Pending such uses, we intend to invest the net proceeds of this offering in
short-term, interest-bearing, investment grade obligations. We will not receive
any proceeds from the sale of shares by the selling stockholder.

                          PRICE RANGE OF COMMON STOCK

    Our common stock is listed on the Nasdaq National Market under the symbol
"ADVS." The following table sets forth the high and low sales prices per share
of Advent's common stock for the indicated periods.


<TABLE>
<CAPTION>
                                                                                HIGH         LOW
                                                                               -------    ---------
<S>                                                                            <C>        <C>
1997
  First Quarter.............................................................   $30 3/4    $20 1/4
  Second Quarter............................................................   $33        $18 5/8
  Third Quarter.............................................................   $33        $25 1/4
  Fourth Quarter............................................................   $31 3/4    $22 1/2

1998
  First Quarter.............................................................   $48        $26 1/4
  Second Quarter............................................................   $48 1/8    $33 1/2
  Third Quarter.............................................................   $52 1/2    $30
  Fourth Quarter............................................................   $48 5/8    $19 13/16

1999
  First Quarter.............................................................   $58        $39 1/2
  Second Quarter (through June 17, 1999)....................................   $71 1/2    $47
</TABLE>


    We made our initial public offering in November 1995 at a price of $18 per
share. Because many of the shares of common stock are held by brokers and other
institutions on behalf of shareholders, Advent is unable to estimate the total
number of shareholders represented by these record holders.

                                DIVIDEND POLICY

    We have never declared or paid any cash dividends. We do not expect to pay
any cash dividends on our capital stock in the foreseeable future. We currently
intend to retain future earnings, if any, to finance operations and the growth
of our business. We may incur indebtedness in the future which may prohibit or
effectively restrict the payment of dividends, although we have no current plans
to do so. Any future determination to pay cash dividends will be at the
discretion of our board of directors.

                                       12
<PAGE>
                                 CAPITALIZATION


    The following table sets forth our capitalization as of March 31, 1999, and
as adjusted to reflect the sale of 1,300,000 shares of common stock offered by
this prospectus, after deducting underwriting discounts and commissions and
estimated offering expenses:



<TABLE>
<CAPTION>
                                                                                                MARCH 31, 1999
                                                                                            ----------------------
                                                                                             ACTUAL    AS ADJUSTED
                                                                                            ---------  -----------
                                                                                                (IN THOUSANDS)
<S>                                                                                         <C>        <C>
Long-term debt............................................................................  $      --   $      --
Total Stockholders' equity:
  Preferred Stock, $0.01 par value; 2,000,000 shares authorized, none issued and
    outstanding...........................................................................         --          --
  Common Stock, $0.01 par value; 40,000,000 shares authorized, 8,299,707 shares issued and
    outstanding, actual; 9,499,707 shares issued and outstanding, as adjusted.............         83          95
  Additional paid-in capital..............................................................     49,705     119,943
  Retained earnings.......................................................................     13,893      13,893
  Cumulative other comprehensive income...................................................         35          35
                                                                                            ---------  -----------
    Total stockholders' equity............................................................     63,716     133,966
                                                                                            ---------  -----------
      Total capitalization................................................................     63,716     133,966
                                                                                            ---------  -----------
                                                                                            ---------  -----------
</TABLE>


- ------------------------

    This table is based on shares outstanding as of March 31, 1999. This table
excludes:

    - options outstanding to purchase a total of 1,903,000 shares of common
      stock at a weighted average exercise price of $25.15 per share and 53,000
      shares reserved for grant of future options under our 1992 Stock Plan;

    - options outstanding to purchase a total of 92,000 shares of common stock
      at a weighted average exercise price of $37.25 per share and 8,000 shares
      reserved for grant of future options under our 1998 Nonstatutory Stock
      Option Plan;

    - options outstanding to purchase a total of 56,000 shares of common stock
      at a weighted average exercise price of $25.02 per shares and 16,200
      shares reserved for grant of future options under our 1995 Director Option
      Plan; and

    - 171,000 shares reserved for grant under our 1995 Employee Stock Purchase
      Plan.

    Subsequent to March 31, 1999, we reserved an additional 600,000 shares for
issuance under our employee benefits plans.

                                       13
<PAGE>
                      SELECTED CONSOLIDATED FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

    The following selected consolidated financial data should be read in
conjunction with the consolidated financial statements and the notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere herein. The consolidated statement of operations
data for the years ended December 31, 1996, 1997 and 1998, and the consolidated
balance sheet data as of December 31, 1997 and 1998, are derived from, and are
qualified in their entirety by our Consolidated Financial Statements that have
been audited by PricewaterhouseCoopers LLP, independent accountants, which are
included elsewhere in this prospectus and should be read in conjunction with
those Consolidated Financial Statements and notes thereto. The consolidated
statement of operations data for the years ended December 31, 1994 and 1995 and
the consolidated balance sheet data as of December 31, 1994, 1995 and 1996 are
derived from audited consolidated financial statements that are not included in
this prospectus. The consolidated statement of operations data for the quarters
ended March 31, 1998 and 1999, and the balance sheet data at March 31, 1999, are
derived from unaudited consolidated financial statements included elsewhere in
this prospectus that have been prepared on the same basis as the audited
financial statements and in the opinion of management, contain all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results of operations for such period. The historical
results are not necessarily indicative of the results of operations to be
expected in the future.

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS
                                              YEARS ENDED DECEMBER 31,            ENDED MARCH 31,
                                     -------------------------------------------  ---------------
                                      1994     1995     1996     1997     1998     1998     1999
                                     -------  -------  -------  -------  -------  -------  ------
                                                                                    (UNAUDITED)
<S>                                  <C>      <C>      <C>      <C>      <C>      <C>      <C>
CONSOLIDATED STATEMENT OF
  OPERATIONS DATA:
Revenues:
  License and development fees.....  $ 9,412  $12,146  $16,951  $23,710  $36,588  $ 6,934  $9,156
  Maintenance and other
    recurring......................    7,488    9,903   14,707   18,042   25,539    5,396   8,697
  Professional services and
    other..........................    3,201    3,908    5,086    6,861    8,871    1,719   2,367
                                     -------  -------  -------  -------  -------  -------  ------
    Net revenues...................   20,101   25,957   36,744   48,613   70,998   14,049  20,220
                                     -------  -------  -------  -------  -------  -------  ------
Cost of revenues:
  License and development fees.....      433      469      600      601    2,931      521     748
  Maintenance and other
    recurring......................    2,120    2,389    3,793    4,832    6,261    1,505   2,284
  Professional services and
    other..........................    1,405    2,049    2,513    3,638    3,874      820   1,113
                                     -------  -------  -------  -------  -------  -------  ------
    Total cost of revenues.........    3,958    4,907    6,906    9,071   13,066    2,846   4,145
                                     -------  -------  -------  -------  -------  -------  ------
Gross margin.......................   16,143   21,050   29,838   39,542   57,932   11,203  16,075
                                     -------  -------  -------  -------  -------  -------  ------
Operating expenses:
  Sales and marketing..............    7,800    9,268   12,446   15,580   23,465    5,089   6,947
  Product development..............    3,024    4,206    6,731    9,439   12,582    2,661   3,814
  General and administrative.......    2,266    3,418    4,422    5,125    7,533    1,831   2,340
  Amortization of intangibles......       --       --       --       --       --       --     383
  Purchased research and
    development and other..........    1,405       --    5,648       --    8,440       --      --
                                     -------  -------  -------  -------  -------  -------  ------
    Total operating expenses.......   14,495   16,892   29,247   30,144   52,020    9,581  13,484
                                     -------  -------  -------  -------  -------  -------  ------
Income from operations.............    1,648    4,158      591    9,398    5,912    1,622   2,591
Interest income, net...............      121      447    1,165    1,236    1,442      343     370
                                     -------  -------  -------  -------  -------  -------  ------
Income before income taxes.........    1,769    4,605    1,756   10,634    7,354    1,965   2,961
Provision for income taxes.........      705    1,786    2,855    3,921    2,955      707   1,007
                                     -------  -------  -------  -------  -------  -------  ------
Net income (loss)..................  $ 1,064  $ 2,819  $(1,099) $ 6,713  $ 4,399  $ 1,258  $1,954
                                     -------  -------  -------  -------  -------  -------  ------
                                     -------  -------  -------  -------  -------  -------  ------
Diluted net income (loss) per
  share............................  $  0.18  $  0.46  $ (0.16) $  0.84  $  0.51  $  0.15  $ 0.21
                                     -------  -------  -------  -------  -------  -------  ------
                                     -------  -------  -------  -------  -------  -------  ------
Shares used in diluted per share
  calculations.....................    5,844    6,160    7,070    8,017    8,703    8,489   9,139
                                     -------  -------  -------  -------  -------  -------  ------
                                     -------  -------  -------  -------  -------  -------  ------
Basic net income (loss) per
  share............................  $  0.36  $  0.82  $ (0.16) $  0.89  $  0.55  $  0.16  $ 0.24
                                     -------  -------  -------  -------  -------  -------  ------
                                     -------  -------  -------  -------  -------  -------  ------
Shares used in basic per share
  calculations.....................    2,925    3,455    7,070    7,521    8,066    7,903   8,310
                                     -------  -------  -------  -------  -------  -------  ------
                                     -------  -------  -------  -------  -------  -------  ------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 DECEMBER 31,             MARCH 31,
                                                                                        -------------------------------  -----------
                                                                                          1996       1997       1998        1999
                                                                                        ---------  ---------  ---------  -----------
<S>                                                                                     <C>        <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
  Cash, cash equivalents and short-term investments...................................  $  31,650  $  36,056  $  43,284   $  44,667
  Working capital.....................................................................     32,775     38,836     38,148      41,159
  Total assets........................................................................     46,691     59,285     87,210      89,123
  Long-term liabilities...............................................................        599        537        537         594
  Total stockholders' equity..........................................................     37,062     46,493     60,175      63,716
</TABLE>

                                       14
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    Advent is a leading provider of stand-alone and client/server software
products, data interfaces and related maintenance and services that automate,
integrate and support mission-critical functions of investment management
organizations. Our clients vary significantly in size and assets under
management and include investment advisors, brokerage firms, banks, hedge funds,
corporations, public funds, universities and non-profit organizations.

ACQUISITIONS

    In February 1996, we acquired Data Exchange, Inc. (the DX Group), a private
company based in New York, for $4.0 million in cash and an $800,000 note. This
note was paid during the third quarter of 1996 and did not bear interest. The
transaction was accounted for as a purchase. We incurred a charge of $5.6
million in connection with the write-off of in-process research and development.

    In November 1996, we issued 35,000 shares of common stock in exchange for
all of the outstanding shares of Bold Software, Inc., a private software
development company based in New York. This business combination was accounted
for as a pooling of interests. Prior year amounts have not been restated to
include Bold Software's results of operations as such operations were
immaterial. As a result of this business combination, we introduced Advent
Partner, a tax layering and partnership allocation solution which integrates
with Axys.

    In February 1998, we issued 250,000 shares of common stock in exchange for
all of the outstanding shares of MicroEdge, Inc., a leading provider of software
products to foundations, corporations and other organizations to manage their
grant-making activities. This business combination was accounted for as a
pooling of interests and the results of operations of MicroEdge are included in
the financial statements beginning January 1, 1998. The results of operations as
well as the assets and liabilities of MicroEdge in 1997, or prior years, were
not material to the consolidated results of operations or financial position.
Accordingly, we did not restate our financial statements for periods prior to
January 1, 1998.

    In May 1998, we issued 170,000 shares of common stock for certain assets of
the Grants Management Division of Blackbaud, Inc., a privately held company
located in Charleston, South Carolina. Through this acquisition we combined the
Grants Management product line of Blackbaud with MicroEdge. This transaction was
accounted for as a purchase and the results of operations of the business and
assets acquired are included in our financial statements from the date of
acquisition. We incurred a charge relating to in-process research and
development and other expenses of $5.4 million in connection with this
transaction.

    In November 1998, we issued 15,000 shares of common stock and paid $4.1
million in exchange for all the outstanding shares of Hub Data, Inc., a
distributor of consolidated securities information and data to investment
management organizations. Hub Data is located in Cambridge, MA and delivers
services to over 240 institutional investment firms. This business combination
was accounted for as a purchase. We incurred a charge relating to in-process
research and development of $3.0 million in connection with this transaction.

    In November 1998, we paid AUS $583,000 (approximately US $370,000) in
exchange for all the outstanding shares of Portfolio Management Systems Pty.,
Ltd., a distributor of Advent products in Australia. This business combination
was accounted for as a purchase. This acquisition will provide an international
channel for sale of our products and services. Subsequent to the acquisition, we
changed the name of this subsidiary to Advent Australia.

                                       15
<PAGE>
RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

    REVENUES

    Net revenues were $71.0 million, $48.6 million, and $36.7 million in 1998,
1997, and 1996, respectively, representing increases of 46% from 1997 to 1998
and 32% from 1996 to 1997. Our net revenues are derived from license and
development fees, maintenance and other recurring revenues, and professional
services and other revenues related to our software products. In each of 1998,
1997 and 1996, substantially all of our net revenues were from domestic sales,
with international sales representing less than 3% of net revenues. License
revenues are derived from the licensing of software products while development
fees are derived from development contracts that we have entered into with other
companies, including customers and development partners. Maintenance and other
recurring revenues are derived from maintenance fees charged in the initial
licensing year, renewals of annual maintenance services in subsequent years and
revenues derived from client utilization of proprietary interfaces to access
pricing and other data supplied by third parties. Professional services and
other revenues includes fees for consulting, implementation and integration
management, custom programming, training services and semi-annual conferences.

    Axys and its related products and services accounted for the majority of net
revenues in 1998, 1997 and 1996. However, we have been successful in increasing
multi-product sales by emphasizing our suite of products and, therefore, new
products have accounted for an increasing portion of net revenues in all three
years.

    Each of the major revenue categories has historically varied as a percentage
of net revenues and we expect this variability to continue in future periods.
This variability is primarily due to the timing of the introduction of new
products, the relative size and timing of individual licenses, as well as the
complexity of the implementation, the resulting proportion of the maintenance
and professional services components of these license transactions and the
amount of client utilization of pricing and related data.

    LICENSE AND DEVELOPMENT FEES.  License and development fees revenues were
$36.6 million, $23.7 million and $17.0 million in 1998, 1997 and 1996,
respectively, representing increases of 54% from 1997 to 1998 and 40% from 1996
to 1997. License and development fees revenues as a percentage of net revenues
were 52%, 49% and 46% in 1998, 1997 and 1996, respectively. The relative
increase from year to year was primarily due to continued demand for our suite
of products and increased development fees. We typically license our products on
a per server, per user basis with the price per site varying based on the
selection of the products licensed and the number of authorized users. As we
carry out larger implementations and continue our Internet Initiative, we may
enter into further development contracts through which we earn development fees.
In 1998, license revenues also increased due to an increase of multi-product
transactions. We expect these transactions to continue to represent a
significant proportion of revenues. In addition, to a lesser extent, the
acquisition of MicroEdge also contributed to the increase of license and
development fees revenues.

    MAINTENANCE AND OTHER RECURRING.  Maintenance and other recurring revenues
were $25.5 million, $18.0 million and $14.7 million in 1998, 1997 and 1996,
respectively, representing increases of 42% from 1997 to 1998 and 23% from 1996
to 1997. Maintenance and other recurring revenues, as a percentage of net
revenues, were 36%, 37% and 40% in 1998, 1997 and 1996, respectively. The growth
in maintenance and other recurring revenues, in absolute dollars, in all periods
was primarily due to a larger customer base and higher average maintenance fees.
Higher average maintenance fees are due to the increased complexity of the
maintenance services provided and increased client utilization of proprietary
interfaces to access pricing and other data supplied by external parties. Our
proprietary interfaces enable users of Axys to retrieve critical data from
external sources, including pricing,

                                       16
<PAGE>
corporate actions, and analytical and fundamental data via interfaces to
information vendors, such as Interactive Data. The decrease in maintenance and
other recurring revenues as a percentage of net revenues, from year to year, is
due to license and development fees revenues increasing at a faster rate. In
addition, in 1998, increased demand for implementation management services and
the growth of our client base due to multi-product transactions contributed to
the increase in maintenance and other recurring revenues. To a lesser extent,
the acquisitions we made in 1998 also contributed to the rise in maintenance and
other recurring revenues.

    PROFESSIONAL SERVICES AND OTHER.  Professional Services and other revenues
were $8.9 million, $6.9 million and $5.1 million in 1998, 1997 and 1996,
respectively, representing increases of 29% from 1997 to 1998 and 35% from 1996
to 1997. Professional services and other revenues as a percentage of net
revenues were relatively stable at 12% for 1998 and 14% for both 1996 and 1997.
We expect professional services and other revenue to remain in the range of 12
to 14% as a percentage of net revenue in the future. The increase of $2.0
million from 1997 to 1998 and $1.8 million from 1996 to 1997 was due to
additional consulting revenue associated with higher product sales activity and
additional interface business resulting from higher market demand for automated
interfaces. In 1998, the increase was also attributed to increased consulting
fees and, to a lesser extent, the acquisition of MicroEdge.

    COST OF REVENUES

    COST OF LICENSE AND DEVELOPMENT FEES.  Cost of license and development fees
revenues were $2.9 million, $601,000, and $600,000 in 1998, 1997 and 1996,
respectively, representing 8%, 3% and 4% of license and development fees
revenues in these periods, respectively. Cost of license and development fees
revenue consists primarily of the cost of product media and duplication,
manuals, packaging materials and the direct labor involved in producing and
distributing our software. The increase from 1997 to 1998 was primarily due to
costs associated with increased development fee projects which have a higher
cost of revenue.

    COST OF MAINTENANCE AND OTHER RECURRING.  Cost of maintenance and other
recurring revenues were $6.3 million, $4.8 million and $3.8 million in 1998,
1997 and 1996, respectively, representing 25%, 27% and 26% of maintenance and
other recurring revenues in these periods, respectively. These costs are
primarily comprised of the direct costs of providing technical support and other
services for recurring revenues and the engineering costs associated with
product updates. These expenses, in absolute dollars, increased in each year due
to increased staffing required to support a larger customer base and more
complex implementations. From 1997 to 1998, maintenance and other recurring
revenues as a percentage of related revenues decreased due primarily to
economies of scale.

    COST OF PROFESSIONAL SERVICES AND OTHER.  Cost of professional services and
other revenues were $3.9 million, $3.6 million and $2.5 million in 1998, 1997
and 1996, respectively, representing 44%, 53% and 49% of professional services
and other revenues in these periods, respectively. These costs consist primarily
of personnel related costs of the client services and support organization that
are incurred in providing consulting, custom programming, conversions of data
from clients' previous systems, and cost of hosting our client conferences. To
the extent that such personnel are not fully utilized in consulting, training,
conversion or custom programming projects, they are allocated to presales,
marketing and engineering activities and the resultant costs are charged to
operating expenses. Cost of professional services and other, in absolute
dollars, increased year to year due to increase staffing necessary to provide
services to an expanded installed base. Cost of professional services as a
percentage of related revenues increased in 1997 from 1996 due to the increase
in personnel dedicated to accelerating the conversion of existing clients to
Axys Release 2. Cost of professional services as a percentage of related
revenues decreased in 1998 due primarily to economies of scale.

                                       17
<PAGE>
    OPERATING EXPENSES

    SALES AND MARKETING.  Sales and marketing expenses were $23.5 million, $15.6
million and $12.4 million in 1998, 1997 and 1996, respectively, representing
increases of 51% from 1997 to 1998 and 25% from 1996 to 1997. Sales and
marketing expenses, as a percentage of net revenues remained steady at 33%, 32%
and 34% in 1998, 1997 and 1996, respectively. Sales and marketing expenses
consist primarily of costs of all personnel involved in the sales and marketing
process, sales commissions, advertising and promotional materials, sales
facilities expense, trade shows, and seminars. Sales and marketing expenses
increased from 1997 to 1998 due to the continued increase in sales and marketing
employees and increased marketing expenses related to new product introductions
such as Advent Office, Advent Browser Reporting and Advent Warehouse as well as
focused sales and marketing efforts towards our Internet Initiative. The
increase from 1996 to 1997 was due to increased headcount and new product
introductions.

    PRODUCT DEVELOPMENT.  Product development expenses were $12.6 million, $9.4
million and $6.7 million in 1998, 1997 and 1996, respectively, representing
increases of 33% from 1997 to 1998 and 40% from 1996 to 1997. Product
development expenses as a percentage of net revenues were relatively stable at
18%, 19% and 18% in 1998, 1997 and 1996, respectively. Product development
expenses consist primarily of personnel costs as we increase our product
development efforts to accelerate the rate of new product introductions.
Development costs subsequent to achievement of technological feasibility have
not been significant during these periods and, accordingly, all such costs have
been expensed as incurred. We expect product development expenses to continue to
approximate 18 to 20% of net revenues as we continue to focus on new products
and technology.

    GENERAL AND ADMINISTRATIVE.  General and administrative expenses were $7.5
million, $5.1 million and $4.4 million in 1998, 1997 and 1996, respectively,
representing increases of 47% from 1997 to 1998 and 16% from 1996 to 1997.
General and administrative expenses as a percentage of net revenues were 11% in
1998 and 1997, and 12% in 1996. General and administrative expenses consist
primarily of personnel costs for finance, administration, operations and general
management, as well as legal and accounting expenses. The increase from 1997 to
1998 and from 1996 to 1997 was primarily due to increased staffing. In addition,
from 1997 to 1998, the cost of additional leased property to support the growth
of the company also contributed to the increase.

    PURCHASED RESEARCH AND DEVELOPMENT AND OTHER.  In 1996, we incurred a charge
of $5.6 million in connection with the write-off of in-process research and
development due to the acquisition of Data Exchange. In May 1998, we issued
170,000 shares of common stock for certain assets of the Grants Management
Division of Blackbaud, Inc. and incurred a charge for in-process research and
development and other expenses of $5.4 million in connection with this
transaction. In November 1998, we incurred a charge for in-process research and
development of $3.0 million in connection with the acquisition of Hub Data. In
determining the amount of in-process research and development, we engaged an
independent valuation firm to conduct an appraisal of the acquired assets. The
intangible assets acquired, including in-process research and development
expenses, were valued based on estimates of future net cash flows discounted to
their present value at risk-adjusted rates of return.

    The in-process research and development charge for Hub Data was determined
by estimating the net cash flows from the sale of the resulting projects,
discounted to net present value using a 25% discount rate and also assumed that
the project was approximately 61% complete.

    The Blackbaud transaction resulted in the acquisition of certain assets, but
not an ongoing business. The assets acquired included rights to Blackbaud's
32-bit in-process technology, access to certain Blackbaud source code to be used
in developing the new Advent products, a non-compete agreement and access to the
Blackbaud customer base. The acquired technology was purchased for use in
Advent's research and development "grant management" project and had no
alternative future use.

                                       18
<PAGE>
    In September 1998, the Chief Accountant of the SEC expressed concerns about
the methodologies many companies were using in determining the amount of
in-process research and development. A working group has been formed to study
this issue, however at this time it is unknown what guidelines this group will
generate and whether these guidelines will differ from the valuation methods
traditionally employed. The SEC's concerns appear to focus on excluding from the
valuations the costs of any efforts to complete development currently underway
and an apportionment of cash flow estimates based on the stage of completion of
in-process technology. The methodology used to value the intangible assets
acquired in the Hub Data and Blackbaud transactions took into account these
concerns raised by the SEC. Accordingly, we believe that the valuation
methodology used by the independent appraiser is appropriate.

    INTEREST INCOME, NET

    Interest income, net was $1,442,000, $1,236,000 and $1,165,000 in 1998, 1997
and 1996, respectively. Interest income, net consists of interest income,
interest expense and miscellaneous non-operating income and expense items. The
increases were due to greater interest income generated in 1997 and 1998 from
higher cash and short-term investment balances.

    INCOME TAXES

    We had effective tax rates of 40%, 37% and 163% in 1998, 1997 and 1996,
respectively. The effective tax rate in 1996 reflected the impact of the $5.6
million charge for in-process research and development, which was not deductible
for tax purposes. Excluding the effect of the charge on the 1996 rate, these
rates differ from the federal statutory rate primarily due to state income tax,
offset by certain research and development credits.

THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998

    REVENUES

    Our net revenues for the first quarter of 1999 increased 44% to $20.2
million, compared with net revenues of $14.0 million for the same period in
1998, reflecting increases in each component of net revenues. License revenue
and development fees for the first quarter of 1999 increased 32% to $9.2 million
compared with license revenue and development fees of $6.9 million for the first
quarter of 1998. The increase in license and development fees was primarily due
to increased sales of Advent Office, multi-product transactions and, to a lesser
extent, higher development fees. Maintenance and other recurring revenue for the
first quarter of 1999 increased 61% to $8.7 million, compared with maintenance
and other recurring revenue of $5.4 million for the first quarter of 1998. The
increase was due primarily to a larger customer base, the addition of Blackbaud
and HubData, and increased demand for implementation management services.
Professional services and other revenue for the first quarter of 1999 increased
38% to $2.4 million, compared with professional services and other revenue of
$1.7 million for the first quarter of 1998. The increase was primarily due to
higher product sales activity, additional interface business resulting from
higher market demand for automated interfaces and increased consulting fees.

    COST OF REVENUES

    Our cost of revenues for the first quarter of 1999 increased 46% to $4.1
million, compared with cost of revenues of $2.8 million for the first quarter of
1998. Cost of revenues as a percentage of net revenues was relatively stable at
20% for the three months ended March 31, 1999 and 1998. Cost of license and
development fees increased 44% to $748,000 in the first quarter of 1999 from
$521,000 in the first quarter of 1998. The increase in cost of license and
development fees is directly related to the increase in license and development
fees revenue. Cost of license and development fees as a

                                       19
<PAGE>
percentage of the related revenues remained stable at 8% in the first quarter of
1999 compared to the same period in 1998. We expect cost of license and
development fees to approximate 6 to 9% of license and development fees revenue
in the future. Cost of maintenance and other recurring revenues increased 52% to
$2.3 million for the first quarter of 1999 from $1.5 million for the first
quarter of 1998. This increase was due to increased staffing required to support
a larger customer base and more complex implementations. Cost of maintenance and
other recurring revenues as a percentage of the related revenues decreased to
26% in the first quarter of 1999 from 28% in the first quarter of 1998. The
decrease was due primarily to economies of scale. We expect cost of maintenance
to approximate 25 to 31% of maintenance and other recurring revenues in the
future. Cost of professional services and other revenue increased 36% to $1.1
million for the first quarter of 1999, compared with $820,000 for the same
period in 1998. The increase was primarily due to increased staffing necessary
to provide services to an expanded installed base. Cost of professional services
and other revenue as a percentage of the related revenues remained relatively
stable at 47% in the first quarter of 1999 and in the first quarter of 1998. We
expect cost of professional services and other revenue to approximate 43 to 47%
in the future.

OPERATING EXPENSES

    SALES AND MARKETING.  Our sales and marketing expenses for the first quarter
of 1999 increased 37% to $6.9 million, compared with sales and marketing
expenses of $5.1 million for the first quarter of 1998. The increase in expense
for the three months ended March 31, 1999 was primarily due to an increase in
sales and marketing personnel and expenses resulting from the marketing of
Advent Office and Advent Warehouse as well as focused sales and marketing
efforts towards our Internet Initiative. Sales and marketing expenses as a
percentage of net revenues decreased to 34% from 36% in the first quarter of
1999 compared to the first quarter of 1998. The decrease was primarily due to
economies of scale. We expect sales and marketing expenses to approximate 33 to
36% of net revenues throughout the year.

    PRODUCT DEVELOPMENT.  Our product development expenses for the first quarter
of 1999 increased 43% to $3.8 million, compared with product development
expenses of $2.7 million for the first quarter of 1998. Product development
expenses increased primarily due to an increase in personnel as we increased our
product development efforts to accelerate the rate of product enhancements and
new product introductions. Product development expenses as a percentage of net
revenues remained stable at 19% for the first quarter of 1999 compared to the
first quarter of 1998. We expect product development expenses to continue to
approximate 18 to 20% of net revenues as we continue to focus on new products
and technology.

    In November 1998, we acquired Hub Data, Inc., a provider of securities
information to investment management organizations. As a result of the
acquisition, we incurred a one-time in-process research and development, or
IPR&D, charge of $3.0 million. In determining the IPR&D, we allocated the
estimated cash flows of the projects between the total development work as of
the date of the acquisition and the work to be accomplished subsequent to the
acquisition. Currently, we have made progress on the development efforts
associated with the Hub Data products. In addition, the revenue and costs
associated with the in-process technology have been materially consistent with
the assumptions we used in the valuation. Since the valuation was based on our
estimates of market potential, product introductions, and technology trends, we
will periodically assess our estimates related to the valuation model to
determine if the assets acquired have been impaired. If we determine that there
has been impairment, there could be additional charges to operations.

    GENERAL AND ADMINISTRATIVE.  Our general and administrative expenses for the
first quarter of 1999 increased 28% to $2.3 million, compared with general and
administrative expenses of $1.8 million for the first quarter of 1998. The
increase was due to increased staffing to support our growth. General and
administrative expenses as a percentage of net revenues remained relatively
stable at 12% for the

                                       20
<PAGE>
first quarter of 1999 and in the first quarter of 1998. We expect general and
administrative expenses to approximate 10 to 13% of net revenues in the future.

INTEREST INCOME, NET

    Our interest income, net for the first quarter of 1999 increased 8% to
$370,000, compared with interest income, net of $343,000 for the first quarter
of 1998. The increase was due to greater interest income generated from higher
cash and short-term investment balances.

INCOME TAXES

    For the three months ended March 31, 1999 we recorded a tax provision of
$1.0 million based on our pretax income using an effective tax rate of 34%,
which is our anticipated effective tax rate for the fiscal year 1999. The actual
effective tax rate for the entire fiscal year could vary substantially depending
on actual results achieved. The effective tax rate for the three months ended
March 31, 1998 was 36%. We had an effective tax rate of 40% for fiscal 1998. The
effective tax rate in 1998 was higher due to certain expenses from acquisitions
that were not included in the calculation of the income tax provision partially
offset by the implementation of a tax planning strategy in the third quarter.

                                       21
<PAGE>
SELECTED QUARTERLY OPERATING RESULTS

    The following tables set forth certain unaudited quarterly consolidated
statement of operations, for each of the five quarters in the period ended March
31, 1999. The information for each of these quarters has been derived from
unaudited consolidated financial statements that, in the opinion of management,
incorporate, all necessary adjustments (consisting of normal recurring
adjustments) required to present fairly the unaudited consolidated quarterly
results when read in conjunction with our annual audited consolidated financial
statements and the notes to the consolidated financial statements. These
operating results are not necessarily indicative of the results of any future
period.

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED,
                                            ----------------------------------------------------------------------
                                              MAR. 31,                     SEPT. 30,      DEC. 31,      MAR. 31,
                                                1998      JUNE 30, 1998      1998           1998          1999
                                            ------------  -------------  -------------  ------------  ------------
                                                            (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                         <C>           <C>            <C>            <C>           <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
  License and development fees............   $    6,934    $     8,603     $   9,650     $   11,400    $    9,156
  Maintenance and other recurring.........        5,396          5,796         6,460          7,887         8,697
  Professional services and other.........        1,719          2,307         2,494          2,351         2,367
                                            ------------  -------------  -------------  ------------  ------------
    Net revenues..........................       14,049         16,706        18,604         21,638        20,220
Cost of revenues:
  License and development fees............          521            634           777            999           748
  Maintenance and other recurring.........        1,505          1,527         1,526          1,702         2,284
  Professional services and other.........          820            943         1,024          1,085         1,113
                                            ------------  -------------  -------------  ------------  ------------
    Total cost of revenues................        2,846          3,104         3,327          3,786         4,145
                                            ------------  -------------  -------------  ------------  ------------
Gross margin..............................       11,203         13,602        15,277         17,852        16,075
Operating Expenses:
  Sales and marketing.....................        5,089          5,692         5,955          6,729         6,947
  Product development.....................        2,661          3,009         3,250          3,662         3,814
  General and administrative..............        1,831          1,634         1,784          2,284         2,340
  Amortization of intangibles.............           --             --            --             --           383
  Purchased research and development and
    other.................................           --          5,422            --          3,018            --
                                            ------------  -------------  -------------  ------------  ------------
    Total operating expenses..............        9,581         15,757        10,989         15,693        13,484
                                            ------------  -------------  -------------  ------------  ------------
Income from operations....................        1,622         (2,155)        4,288          2,159         2,591
Interest income, net......................          343            388           352            359           370
                                            ------------  -------------  -------------  ------------  ------------
Income before income taxes................        1,965         (1,767)        4,640          2,518         2,961
Provision for income taxes................          707           (185)        1,578            856         1,007
                                            ------------  -------------  -------------  ------------  ------------
Net income (loss).........................   $    1,258    $    (1,582)    $   3,062     $    1,662    $    1,954
                                            ------------  -------------  -------------  ------------  ------------
                                            ------------  -------------  -------------  ------------  ------------
Diluted net income (loss) per share.......   $     0.15    $     (0.20)    $    0.35     $     0.19    $     0.21
                                            ------------  -------------  -------------  ------------  ------------
                                            ------------  -------------  -------------  ------------  ------------
Shares used in diluted per share
  calculations............................        8,489          8,022         8,782          8,805         9,139
                                            ------------  -------------  -------------  ------------  ------------
                                            ------------  -------------  -------------  ------------  ------------
Basic net income (loss) per share.........   $     0.16    $     (0.20)    $    0.38     $     0.20    $     0.24
                                            ------------  -------------  -------------  ------------  ------------
                                            ------------  -------------  -------------  ------------  ------------
Shares used in basic per share
  calculations............................        7,903          8,022         8,162          8,193         8,310
                                            ------------  -------------  -------------  ------------  ------------
                                            ------------  -------------  -------------  ------------  ------------
</TABLE>

                                       22
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

    Cash and short-term investments totaled $44.7 million at March 31, 1999
compared with $43.3 million at December 31, 1998. The increase in cash and
short-term investments was primarily due to cash provided by operating
activities. Although net income was $700,000 higher in the first quarter of 1999
compared with the first quarter of 1998, net cash provided by operating
activities decreased to $1.5 million in the quarter ended March 31, 1999
compared with $3.3 million in the quarter ended March 31, 1998. The decrease is
primarily due to a reduction in accrued liabilities of $876,000 in the first
quarter of 1999 compared with an increase of $462,000 in the first quarter of
1998. Additionally, there was a reduction in income taxes payable during the
first quarter of 1999 of $861,000 while income taxes payable increased by
$529,000 in the first quarter of 1998. Also, in the first quarter of 1999
deferred revenues contributed $429,000 of operating cash, while in the first
quarter of 1998, deferred revenues contributed $1.3 million.

    Net cash used in investing activities was $1.6 million and $2 million for
the quarters ended March 31, 1999 and 1998, respectively. Activity in both
periods was primarily due to the acquisition of fixed assets for the buildout of
additional leased properties.

    Net cash provided by financing activities was $1.6 million and $681,000 for
the quarters ended March 31, 1999 and 1998, respectively. The activity in both
periods was primarily due to proceeds from the exercise of employee stock
options.

    We believe that our existing cash and short-term investments and cash
expected to be generated from operations will be sufficient to meet our
anticipated cash and capital requirements at least through 1999.

IMPACT OF YEAR 2000 ISSUE

    To the best of our knowledge, the products we currently license have been
designed to be and continue to be Year 2000 Compliant. Year 2000 Compliant means
that our products will continue to operate substantially in accordance with
published documentation on and after January 1, 2000. However, some of the
computer programs used in our internal operations may not be Year 2000 Compliant
as these programs rely on time-sensitive software that was written using two
digits rather than four to identify the applicable year. These programs may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

    We have outlined a four-stage plan to comply with Year 2000 processing
standards: assessment, renovation, validation and implementation. The assessment
phase involves identifying the problem, identifying all systems at risk,
prioritizing and developing contingency plans and identifying potential
solutions and costs. The renovation phase involves applying the fixes to the
identified problems and re-evaluating contingency plans once fixes have been
made. The validation phase requires testing the fixes either by paper study or
by a dry run of day-to-day activities. Implementation is the final phase in
which we identify training needs, establish a training plan and start training
people to properly execute the contingency plans. It is our intent to complete
this process by late 1999.

    We are currently in the renovation phase, having replaced phone equipment
identified with Year 2000 problems and scheduled replacement of one computer
server. Our next step is to re-evaluate contingency plans, test the fixes, and
evaluate the most reasonably likely worst case scenario. We anticipate this
phase of the plan will be completed by early third quarter. The necessity of any
contingency plan must be evaluated on a case-by-case basis and will vary
considerably in nature depending on the Year 2000 issue it may need to address.
We found that two servers and miscellaneous software need to be upgraded and
phone switches need to be replaced at a cost of approximately

                                       23
<PAGE>
$100,000. Costs for replacing most software have been insignificant as most are
under maintenance contracts or under warranty. To date, we have spent $56,000 on
replacement of phone equipment and plan to spend another $30,000 on the server
replacement. To date, we have spent approximately $30,000 on reallocation of
personnel resources for the Year 2000 issue. In addition, we expect to
reallocate additional personnel resources, at a cost of approximately $45,000,
to attend to this matter. We believe any other modifications deemed necessary
will be made on a timely basis and estimate that the cost of such modifications
will not have a material effect on our operating results.

    Our expectation as to the extent and timeliness of modifications required in
order to achieve Year 2000 compliance is a forward-looking statement subject to
risks and uncertainties. Actual results may vary materially as a result of a
number of factors, including, among others, those described in this paragraph.
There can be no assurance that we will be able to successfully modify on a
timely basis such products, services and systems to comply with Year 2000
requirements, nor that our contingency plans will prove effective in the event
that we fail to achieve Year 2000 Compliance, nor that the cost of such
procedures will not exceed original estimates, any of which could have a
material adverse effect on our operating results. Additionally, we have
initiated communications with third party suppliers of the major computers,
software, and other equipment used, operated, or maintained by us to identify
and, to the extent possible, to resolve issues involving the Year 2000 problem.
However, we have limited or no control over the actions of these third party
suppliers. Thus, while we expect that they will be able to resolve any
significant Year 2000 problems with these systems, there can be no assurance
that these suppliers will resolve any or all Year 2000 problems with these
systems before the occurrence of a material disruption to the business of ours
or any of their customers. Any failure of these third parties to resolve Year
2000 problems with their systems in a timely manner could have a material
adverse effect on our business, financial condition, and results of operations.
Additionally, during the next twelve months there is likely to be an increased
customer focus on addressing Year 2000 issues, creating the risk that customers
may reallocate capital expenditures to fix year 2000 problems of existing
systems and may also delay implementation of any new software until sometime
after January 1, 2000. Although we have not experienced the effects of such a
trend to date, if customers defer purchases of our software because of such a
reallocation, it could adversely effect our operating results.

NEW ACCOUNTING PRONOUNCEMENTS

    In June of 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments, and
for hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. Management has not yet evaluated the effects of
this change on its operations. We will adopt SFAS No. 133 as required for our
first quarterly filing of fiscal year 2001.

    In December 1998, the Accounting Standards Executive Committee (AcSEC)
released Statement of Position 98-9, or SOP 98-9, Modification of SOP 97-2,
"Software Revenue Recognition," with Respect to Certain Transactions. SOP 98-9
amends SOP 97-2 to require that an entity recognize revenue for multiple element
arrangements by means of the "residual method" when (1) there is vendor-specific
objective evidence (VSOE) of the fair values of all the undelivered elements
that are not accounted for by means of long-term contract accounting, (2) VSOE
of fair value does not exist for one or more of the delivered elements, and (3)
all revenue recognition criteria of SOP 97-2 (other than the requirement for
VSOE of the fair value of each delivered element) are satisfied.

    The provisions of SOP 98-9 that extend the deferral of certain paragraphs of
SOP 97-2 became effective December 15, 1998. These paragraphs of SOP 97-2 and
SOP 98-9 will be effective for transactions that are entered into in fiscal
years beginning after March 15, 1999. Retroactive application is prohibited. We
are evaluating the requirements of SOP 98-9 and the effects, if any, on the our
current revenue recognition policies.

                                       24
<PAGE>
                                    BUSINESS

OVERVIEW

    We are a leading provider of Enterprise Investment Management, or EIM,
solutions that automate and integrate mission-critical functions for investment
management professionals.

    Advent Office, our suite of integrated products, addresses the demand for
software products that automate, simplify and integrate functions for investment
management by automating and integrating work and data flows across the entire
investment management enterprise. Advent Office helps reduce client costs,
improve the accuracy of client information and enable our clients to provide
enhanced customer service.

INDUSTRY BACKGROUND

    The investment management business includes a range of organizations that
manage investment portfolios, including investment advisors, brokerage firms,
banks and hedge funds. In addition, corporations, public funds, foundations,
universities and non-profit organizations manage investment portfolios and
perform similar portfolio management functions. Recently, the investment
management industry has experienced significant growth which, in combination
with other factors, has led to increasing demand for software products that
automate, simplify and integrate functions within investment management
organizations. This increasing demand is driven by several industry dynamics.
Financial assets under management have increased substantially during the last
decade. As the value of total financial assets under management has increased,
there has been a substantial increase in the number of investment management
organizations and a steady introduction of increasingly sophisticated financial
instruments. As a result, investment managers are faced with increasingly
complicated portfolio accounting and management requirements. Investment
management organizations are subject to extensive and evolving industry
standards and government regulations. These dynamics have increased the volume
and complexity of information and data flows within investment management
organizations and between such organizations and third parties, such as
brokerage firms, clients, custodians, banks, pricing services and other data
providers. Consequently, investment management organizations require more
sophisticated and integrated software products for their front, middle and back
offices. Front office includes the marketing and customer relationship
management aspect of dealing with customers; middle office focuses on trade
order management and trading workflow; and the back office includes the
accounting functions of the organization. In order to operate efficiently within
this environment, investment management organizations must automate and
integrate their mission-critical and labor-intensive functions, including (i)
investment decision support and client relationship management, (ii) order
management and trading and (iii) portfolio accounting, performance measurement,
report generation and compliance. Investment management organizations
historically have relied on internally developed systems, timesharing services
or simple spreadsheet-based systems to manage information flows. Due to inherent
limitations in each of these types of systems, investment management
organizations are demanding highly functional, easy-to-use, scalable,
cost-effective and flexible software applications that automate and integrate
their mission-critical business functions.

SOFTWARE PRODUCTS

    We offer an integrated suite of software products for automating and
integrating work and data flows across the investment management organization,
as well as the information flows between the investment management organization
and external parties. Our products are intended to reduce client costs, improve
the accuracy of client information and generally enable clients to improve the
service they provide to their customers rather than focusing on operational
details. Each software component in the Advent Office suite focuses on certain
mission-critical functions of the investment management

                                       25
<PAGE>
organization. Each Advent Office implementation is tailored to meet the needs of
a particular market segment, as determined by size, assets under management and
complexity of the investment environment. In addition, we believe that our
Enterprise Investment Management, or EIM, solution is well suited for the
investment management functions of corporations, public funds, partnerships,
foundations, universities and non-profit organizations.

    An Enterprise Investment Management solution is an evolutionary process
which encompasses three phases:

    - Investment Process Integration--involves the integration of front-, mid-,
      and back-office components with each other as well as with standard
      productivity applications such as Microsoft Word-Registered Trademark- and
      Excel-Registered Trademark-. This integration eliminates ineffective
      communication between processes, minimizes processing errors, and enables
      growth by reducing bottlenecks within the company.

    - Data Collection and Reconciliation--enables the investment firm to
      integrate the external data regarding pricing and settlements so that the
      firm can quickly and efficiently settle transactions and monitor
      performance in an automated fashion.

    - Customer Responsiveness--incorporates the capability for more effective
      communication with customers related to their needs and holdings with the
      firm. This capability also enables decision makers for the firm to have
      timely access to information in order to make more effective decisions on
      behalf of the clients.

BACK OFFICE

    We offer three portfolio accounting and management systems: Axys, Advent
Partner and Geneva, each targeted at a different market segment, to automate the
back office functions.

    AXYS, our core product, introduced in 1993, is a highly functional portfolio
accounting and management system targeted towards investment management
organizations of all sizes. Axys provides investment professionals with broad
portfolio accounting functionality, timely decision support, sophisticated
performance measurement and flexible reporting. Specifically, clients can
record, account for and report on a variety of investment instruments, including
equities, fixed income, mutual funds and cash. Axys users gain access on demand
to portfolio holdings, asset allocation, realized and unrealized gains and
losses, actual and projected income and other valuable data. Portfolio
performance can be measured for individual portfolios or related groups, and for
any specified time period. Investment professionals can choose from over 200
pre-defined reports with flexible "as-of" reporting, which can be customized as
to formats and fonts. Clients can easily generate fully customized reports with
the assistance of the Axys Report Writer. Clients can also produce
presentation-quality graphics via an integrated link with Microsoft Excel's
charting capability. In addition, Axys offers integrated multicurrency
capabilities which, among other things, allows reports to be restated in any
currency, tracks reclaimable foreign withholding tax, and can identify
components of return attributable to market prices versus currency rate
fluctuations.

    Axys also provides integration with a variety of investment tools and data.
These include (i) trade order management via Moxy, (ii) pricing, corporate
actions, analytics and fundamental data via interfaces to data vendors, (iii)
automatic data entry and reconciliation of trades with interfaces to the
Depository Trust Corporation (DTC), brokerage firms and custodians (iv)
integrating through the Internet via our custodial data service and software,
and (v) Internet reporting via the Advent Browser Reporting service, our
Internet reporting service.

    ADVENT PARTNER, introduced in December 1996, is an investment partnership
allocation solution which integrates with Axys. This product is specifically
designed for hedge funds, venture funds and limited investment partnerships who
face the complex and time-consuming task of consistently and accurately
accounting for and reporting on partnership tax allocation and other activities.
The

                                       26
<PAGE>
Windows-based system tracks partner-specific information, handles the
complexities of allocating realized and unrealized gains for tax purposes,
allocates performance incentive fees, provides on-demand partner and partnership
reporting on an economic or tax allocation basis and streamlines the production
of partnership tax returns (K-1's).

    GENEVA, introduced to target organizations in 1995 and made commercially
available in October 1997, is a high-end portfolio management system designed to
meet the needs of large, global investment management organizations with
complex, international accounting requirements. Geneva offers feature-rich
global accounting, extensive reporting and sophisticated multicurrency
capabilities. In addition, Geneva's highly flexible design allows users to add
newly created financial instruments and tailor accounting treatments to their
specific needs.

    REX, introduced in the second quarter of 1997, is the Advent Office solution
for reconciliation management. REX is integrated with Axys and is designed for
firms that want to electronically reconcile their Axys information against their
custodial information. REX automates matching and helps users identify
exceptions, correct or add transactions to their portfolios or communicate and
track changes required by their custodian.

    ADVENT WAREHOUSE, introduced in 1998, is a complete data warehouse solution
designed to allow investment professionals to readily access investment data
regardless of how the data was created or maintained, without impacting the
performance of their high volume transaction-based Advent Office systems.
Relational technology and data warehousing tools provide an open environment for
ad hoc decision support and customized reporting on enterprise wide investment
information. Investment professionals can take advantage of the sea of
information captured during the investment process to improve client service and
gain competitive advantage.

    ADVENT BROWSER REPORTING FOR INVESTORS, introduced in 1998, allows
investment managers to post Axys reports to a secure website where their clients
can access these reports 24 hours a day, 7 days a week. ADVENT BROWSER REPORTING
FOR ENTERPRISE USERS allows investment professionals the ability to access Axys
from remote locations via the Internet and run Axys reports as if they were in
their office.

MIDDLE OFFICE

    MOXY, introduced in 1995, automates and streamlines the trading and order
management process. Moxy can be integrated with any portfolio accounting system,
facilitates accurate trade order management and preparation, tracks trade order
status, automates the allocation of block trades across multiple portfolios and
electronically interfaces with Axys to provide an integrated solution. Moxy
supports fixed income, mutual funds and equity trading and offers multicurrency
capabilities. Moxy enables investment managers to accurately adjust portfolio
holdings, rebalance portfolios against models, interactively assess "what-if"
scenarios and automatically create orders to be executed. For traders, Moxy
tracks cash and positions during the trading day, enables the accurate
preparation of block trades and internal electronic trade tickets, facilitates
compliance with investment restrictions and trading requirements and minimizes
trading errors. Moxy also allows traders and others to view the status of orders
via customizable screens and maintain an electronic audit trail of the trade
process. Moxy automates the allocation process of partial and complete
executions and allows the user to send allocation results by fax directly from
the computer to brokers and banks. Moxy allows clients using OASYS, an
electronic allocation system, to communicate allocations to brokers
electronically. Moxy also provides Internet-ready electronic order routing based
on the industry standard FIX messaging protocol so that Moxy users can route
trades electronically to any FIX-compliant broker or crossing network that
supports the Internet or other TCP/IP connections. In the future, Moxy will have
additional electronic links that instantly communicate trade and allocation
information to brokers and custodians. Moxy electronically posts allocated
trades into Axys on demand, eliminating time-consuming and error-prone manual
entry.

                                       27
<PAGE>
FRONT OFFICE

    QUBE, introduced in 1995, is designed to help securities professionals
develop and improve client relationships by automating scheduling, client
communications and client data. For example, Qube enables investment
professionals to interactively screen client investment profiles and notes of
conversations to identify appropriate candidates for various investment
opportunities. In addition, Qube can be used to enhance direct marketing
campaigns by matching clients with market opportunities. Qube captures extensive
investment profile information, has on-line query capability, networking
features and mail merge capabilities and facilitates information sharing across
professionals in an office. Moreover, Qube is designed to be integrated with
Axys, allowing users to provide accurate and timely portfolio information to
clients.

    ADVENT BROWSER REPORTING FOR DECISION MAKERS, introduced in 1998, puts the
power of data analysis on the portfolio managers desktop via the Internet. Using
On-line Analytical Processing (OLAP) tools, investment data can be sliced and
diced to improve the decision making process.

GRANTS MANAGEMENT

    Advent's wholly-owned subsidiary, MicroEdge, acquired in February 1998,
provides grants management systems. GIFTS FOR WINDOWS is a proposal tracking and
grants management system that allows the user to retrieve and classify requests,
generate personalized letters, manage contracts, schedule and monitor activities
and maintain complete organization history track payments, contingencies and
reports due. This software product is primarily used by the philanthropic
community such as foundations, corporations and other organizations to manage
their grant-making activities.

MAINTENANCE SUPPORT AND DATA INTERFACES

    Advent earns recurring revenues by offering a choice of maintenance
contracts and by providing proprietary interfaces to external sources of
critical data. These interfaces allow clients to (1) download pricing, corporate
actions and other data from third party vendors such as Interactive Data, a
wholly owned indirect subsidiary of Pearson plc, and (2) interface with DTC,
certain brokerage firms and custodians for trading activity. Advent continually
analyzes the ongoing external data needs of its clients and expects to offer new
data products in the future. Many of Advent's clients use Advent's proprietary
interface to electronically retrieve pricing and other data from Interactive
Data. Interactive Data pays Advent a commission based on Interactive Data's
revenues from providing such data to Advent's clients.

    In November 1998, Advent acquired Hub Data, which consolidates securities
information and data from various third party providers such as Muller Data,
J.J. Kenny, Interactive Data and others, and provides services to a range of
financial institutions via electronic interfaces to many portfolio software
systems.

    Due to the mission-critical nature of Advent's products, many clients
purchase annual maintenance contracts which entitle them to technical support
and product upgrades as they become available. Advent continually upgrades and
enhances its products to respond to changing market needs, evolving regulatory
requirements and new technologies.

INTERNET INITIATIVE

    Advent believes that the Internet can be a low-cost communications platform
to integrate external information into Advent products, thereby providing Advent
clients with straight through processing of business information. To take
advantage of the Internet, Advent has launched an Internet Initiative whereby it
is developing services, both announced and unannounced, to bring Internet-based
products and services to clients. The first of these services, REX, was launched
during the second quarter of

                                       28
<PAGE>
1997. Using the Internet, Advent's REX consolidates communication and
information from all participating custodians, enabling Advent clients to
quickly and easily reconcile transactions and holdings with a click of the
mouse. The second is Advent Browser Reporting, introduced in 1998. Advent
Browser Reporting is a reporting component of Advent Office, which provides
users the ability to access Advent Office information through a web browser. In
May 1999, we introduced Advent Corporate Actions, an enterprise-wide
notification service that automates and simplifies the process of tracking
corporate actions such as mergers, spin-offs and bankruptcies.

    From time to time, as Advent begins development of new products and
services, including its Internet Initiative, it plans to continue to enter into
development agreements with information providers, clients, or other companies
in order to accelerate the delivery of new products and services.

PROFESSIONAL SERVICES

    Professional services consist of consulting, implementation management,
integration management, custom programming, and training. To ensure a successful
product implementation, consultants assist clients with the initial installation
of a system, assist in the conversion of the client's historical data and
provide ongoing training and education. Consulting services may be required for
as little as two days for small systems or up to many weeks for large
implementations. Advent believes that its consulting services facilitate a
client's early success with its products, strengthen the relationship with the
client and generate valuable feedback for Advent.

    Implementation management provides a single point-of-contact who will work
closely with our client's project team to plan the implementation, optimize the
use of Advent products, coordinate Advent resources, advocate on their behalf,
and minimize schedule delays and project risks. Additionally, an Implementation
Manager will document the implementation from planning through production.

    Integration management provides services in implementations with more
complex needs. Integration Managers work with the clients during implementation
to integrate their systems and workflows with Advent products. The services
include: development of custom interfaces from back-office systems to Advent's
Axys and Moxy products, configuration and management of large volumes of data,
and strategies for deployment of Advent products for distributed sites.

    Advent provides its clients with custom programming services that enable
clients to tailor end-user reports to their own specifications. Advent also
provides training sessions to its clients at various sites across the country.

CLIENTS

    Advent's clients vary significantly in size and assets under management and
include investment advisors, brokerage firms, banks, hedge funds, corporations,
public funds, universities and non-profit organizations. At present, Advent has
licensed its products to over 5,400 institutions in 36 countries for use by more
than 60,000 concurrent users.

SALES AND MARKETING

    SALES

    Advent sells its products and services primarily through a direct sales
organization comprised of field sales and telesales representatives. Advent's
field sales force is organized by geographic region and is primarily responsible
for selling Advent Office to mid-sized and large investment management
organizations. Advent has sales offices in San Francisco, CA, New York, NY and
Cambridge, MA. Advent's telesales organization is primarily focused on selling
Advent's products to existing Axys clients and small and mid-sized investment
management organizations. Advent's telesales representatives are

                                       29
<PAGE>
located in San Francisco, New York, Cambridge, MA and Melbourne, Australia.
Advent's sales force is supported by extensive ongoing product and sales
training.

    MARKETING

    The marketing department is responsible for assessing market opportunities,
product planning and management and specific sales support. In addition to its
traditional marketing functions, the marketing organization is actively involved
in a process called "Market Validation," using a system of interaction with and
input from potential and existing clients, product development, sales and client
services and support departments to define the scope, features and functionality
of new products and product upgrades. In addition, product managers are
responsible for all phases of a product life cycle from product development
through product introduction and beyond. The marketing department is also
responsible for corporate marketing, including generating client leads, targeted
direct mail campaigns, seminars, advertising, trade shows and conferences and
public relations efforts and also provides the sales force with appropriate
written and electronic materials to use during the sales process.

PRODUCT DEVELOPMENT

    In recent years, Advent has substantially increased its product development
expenditures in order to accelerate the rate of new product introductions,
incorporate new technologies and sustain the quality of its products. In 1998,
1997, and 1996, Advent's product development expenditures were approximately
$12.6 million, $9.4 million, and $6.7 million, respectively. In addition to
engineering, quality assurance and documentation, Advent's product development
activities include the identification and validation of product specifications.

    Advent's new products and product upgrades require varying degrees of
development time, depending upon the complexity of the accounting requirements
and securities regulations which they are intended to address, as well as the
number and type of features incorporated. Advent has primarily relied upon the
internal development of its products. Advent has in the past acquired, and may
again in the future acquire, additional technologies or products from third
parties or consultants. Advent intends to continue to support industry standard
operating environments, client/server architectures and network protocols.

    We may not be successful in developing, introducing and marketing new
products or product enhancements on a timely and cost effective basis, or at
all, and our new products and product enhancements may not adequately meet the
requirements of the marketplace or achieve market acceptance. Delays in the
commencement of commercial shipments of new products or enhancements may result
in client dissatisfaction and delay or loss of product revenues. If we are
unable, for technological or other reasons, to develop and introduce new
products or enhancements of existing products in a timely manner in response to
changing market conditions or client requirements, or if new products or new
versions of existing products do not achieve market acceptance, our business
would be seriously harmed. In addition, Advent's ability to develop new products
and product enhancements is dependent upon the products of other software
vendors, including certain system software vendors, such as Microsoft
Corporation, database vendors and development tool vendors. If the products of
such vendors have design defects or flaws, or if such products are unexpectedly
delayed in their introduction, Advent's business could be seriously harmed.
Software products as complex as those offered by Advent may contain undetected
defects or errors when first introduced or as new versions are released.
Although we have not experienced adverse effects resulting from any software
errors, we cannot assure you that, despite testing by Advent and its clients,
defects or errors will not be found in new products after commencement of
commercial shipments, resulting in loss of or delay in market acceptance, which
could seriously harm Advent's business.

                                       30
<PAGE>
COMPETITION

    The market for investment management software is segmented by the relative
size of the organizations that manage investment portfolios. The market in each
segment is intensely competitive and highly fragmented, subject to rapid change
and highly sensitive to new product introductions and marketing efforts by
industry participants. Advent's competitors include providers of software and
related services as well as providers of timeshare services. Competitors vary in
size, scope of services offered and platforms supported. In addition, we compete
indirectly with existing and potential clients, many of whom develop their own
software for their particular needs and therefore may be reluctant to license
software products offered by independent vendors such as Advent. With respect to
the market for our portfolio accounting products, we currently compete primarily
with Shaw Data, a division of SunGard Data Systems, Inc., Thomson Financial, a
division of The Thomson Corporation, and with a number of other smaller
companies. We believe that the principal competitive factors affecting our
market include product performance and functionality, ease of use, scalability,
ability to integrate external data sources, product and company reputation,
client service and support and price. We may not compete successfully against
current and future competitors, and competitive pressures could result in price
reductions, reduced operating margins or the loss of market share.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

    Our success is dependent in part on our ability to protect our proprietary
technology. We rely on a combination of copyright and trademark laws, trade
secrets, software security measures, confidentiality agreements and license
agreements to establish and protect our proprietary rights and our software. We
have registered trademarks including our "Advent" name and logo. We will
continue to evaluate the registration of additional trademarks as appropriate.
We generally enter into confidentiality agreements with our employees and with
our resellers and customers. Despite these efforts, it may be possible for
unauthorized third parties to copy certain portions of our products or to
reverse engineer or otherwise obtain and use our proprietary information. We do
not have any patents, and existing copyright laws afford only limited
protection. In addition, we cannot be certain that others will not develop
substantially equivalent or superseding proprietary technology, or that
equivalent products will not be marketed in competition with our products,
thereby substantially reducing the value of our proprietary rights. Furthermore,
confidentiality agreements between us and our employees or any license
agreements with our clients may not provide meaningful protection of our
proprietary information in the event of any unauthorized use or disclosure of
it. In addition, the laws of certain countries do not protect our proprietary
rights to the same extent as do the laws of the United States. Accordingly, we
may not be able to protect our proprietary software against unauthorized third
party copying or use, which could significantly harm our business.

EMPLOYEES

    As of December 31, 1998, Advent had 481 full-time employees, including 54 in
sales, 75 in professional services, 43 in marketing, 129 in product development,
109 in client services and support and 71 in finance, administration, operations
and general management. Advent believes that it maintains competitive
compensation, benefits, equity participation and work environment policies to
assist in attracting and retaining qualified personnel. Advent's success depends
to a significant extent upon a limited number of members of senior management
and other key employees, including Stephanie DiMarco, Advent's Chairman of the
Board and Chief Executive Officer. The loss of the service of one or more senior
managers or other employees could have a material adverse effect upon Advent's
business, operating results and financial condition. None of Advent's employees
is represented by a labor union. Advent has not experienced any work stoppages
and considers its relations with its employees to be good.

                                       31
<PAGE>
                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

    The following executive officers and directors of Advent, and their ages and
positions as of March 27, 1999, are as follows:

<TABLE>
<CAPTION>
NAME                                   AGE                          POSITION(S)
- ---------------------------------      ---      ----------------------------------------------------
<S>                                <C>          <C>
Stephanie G. DiMarco.............          41   Chairman of the Board and Chief Executive Officer

Peter M. Caswell.................          42   President and Chief Operating Officer

Lily S. Chang....................          50   Executive Vice President and Chief Technology
                                                  Officer

Irv H. Lichtenwald...............          43   Senior Vice President, CFO and Secretary

Ted Puryear......................          53   Senior Vice President, Sales

Frank H. Robinson................          55   Director

Wendell G. Van Auken.............          54   Director

William F. Zuendt................          52   Director

Monte Zweben.....................          35   Director
</TABLE>

    Ms. DiMarco founded Advent in June 1983 and, since such date, has served as
Chief Executive Officer. She became Chairman of the Board in September 1995. In
addition, she served as President until April 1997, when Peter Caswell was
promoted to President and Chief Operating Officer. Ms. DiMarco holds a B.S. in
Business Administration from the University of California at Berkeley.

    Mr. Caswell joined Advent in December 1993 as Vice President, Sales and
Professional Services. In 1996 Mr. Caswell took on responsibility for Advent's
marketing efforts and was promoted to Senior Vice President. In April 1997, Mr.
Caswell became President and Chief Operating Officer. From May 1986 to December
1993, Mr. Caswell held various management positions, including Vice President
and General Manager, Western Region, with Dun & Bradstreet Software Services,
Inc. and its predecessor, Management Science America, Inc., a supplier of
computer software for finance, marketing, manufacturing and human resource
functions. Mr. Caswell holds a diploma in Management Studies (M.B.A. equivalent)
and a Higher National Diploma in Agriculture (B.S. equivalent) from Seale Hayne
College in England.

    Ms. Chang joined Advent in May 1993 as Vice President, Technology. In April
1997, Ms. Chang was promoted to Executive Vice President, Technology and was
also named Chief Technology Officer. From July 1989 to May 1993, Ms. Chang held
various positions, including Vice President, Strategic Accounts and Vice
President of Oracle Financial Applications, with Oracle Corporation, a software
licensing and consulting business. Ms. Chang holds a B.S. in Biochemistry from
Taiwan University.

    Mr. Lichtenwald joined Advent in March 1995 as Chief Financial Officer. From
February 1984 to March 1995, Mr. Lichtenwald served as Chief Financial Officer
of Trinzic Corporation, a computer software developer, and its predecessor Aion
Corporation. From February 1982 to February 1984, he served as controller of
Visicorp, a computer software developer. Mr. Lichtenwald holds an M.B.A. from
the University of Chicago and a B.B.A. from Saginaw Valley State College. Mr.
Lichtenwald is a Certified Public Accountant.

    Mr. Puryear joined Advent in December 1994 as Director Client Sales. In July
1998, Mr. Puryear was promoted to Senior Vice President, Sales with
responsibility for sales to Advent's client base, new business development and
Telemarketing. Before joining Advent, he was with Oracle Corporation and

                                       32
<PAGE>
was responsible for their Western Sales Telesales' organization. Mr. Puryear has
14 years of software and technology experience as well as two years in the
investment management industry with PaineWebber, Inc. Prior to his business
career he was a pilot in the U.S. Air Force and received a Bachelor of Science
degree at the U.S. Air Force Academy in 1969.

    Mr. Robinson has been a director of Advent since February 1985. Since 1982,
Mr. Robinson has been a Management Consultant specializing in the development of
technology-based products and services. Mr. Robinson holds an M.B.A. and a B.A.
in Physics from the State University of New York at Buffalo.

    Mr. Van Auken has been a director of Advent since September 1995. Mr. Van
Auken has been a general partner of Mayfield Fund, a venture capital firm, since
1986. Mr. Van Auken holds an M.B.A. from Stanford University and a B.E.E. from
Rensselaer Polytechnic Institute. Mr. Van Auken is a director of Montgomery
Street Income Securities, Inc., an investment company.

    Mr. Zuendt became a director of Advent in August 1997. Mr. Zuendt retired as
President and Chief Operating Officer of Wells Fargo & Company and its principal
subsidiary, Wells Fargo Bank, in 1997. Mr. Zuendt joined Wells Fargo in 1973
with responsibility for its computer systems and operations. Throughout the
1980's, he directed Wells Fargo's retail banking business and was elected
President in 1994. Mr. Zuendt earned a B.S. degree in Mathematics from
Rensselaer Polytechnic Institute and an M.B.A. degree from Stanford University.
Mr. Zuendt is a director of 3Com Corporation, a global data networking company;
TriStrata Security Inc., an information security management company; and
PanOceanic Bulk Carriers Limited, an international dry bulk cargo shipping
company.

    Mr. Zweben became a director of Advent in November 1997. He has served as
Chief Executive Officer of Blue Martini Software, a leading provider of Internet
Merchandising Solutions, since June 1998. Mr. Zweben founded Red Pepper Software
in 1992 and served as Chief Executive Officer, President and Chairman until its
$250 million merger with PeopleSoft in December of 1996. Prior to starting Red
Pepper, Mr. Zweben co-managed the principal artificial intelligence lab at
NASA's Ames Research Center. Mr. Zweben received an M.S. degree in Computer
Science and Industrial Management at Carnegie-Mellon University.

                              SELLING STOCKHOLDER


    The only stockholder selling in the offering is the DiMarco/Harleen
Revocable Trust. As of June 1, 1999, this selling stockholder beneficially owned
approximately 995,000 shares of common stock, which is equal to approximately
12.0% of the outstanding shares of our common stock. After the sale of 100,000
shares in this offering, the trust will own approximately 9.4% of the
outstanding shares of our common stock. If the underwriters' overallotment
option is exercised in full, the trust will sell an additional 195,000 shares,
after which it will own approximately 7.4% of the outstanding shares of our
common stock.


    The number and percentage of shares beneficially owned is determined under
rules of the SEC, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within sixty (60) days of March 5, 1999 through the
exercise of any stock option or other right. Ms. DiMarco is a trustee of the
trust. She is also our Chairman of the Board and Chief Executive Officer. Of the
shares beneficially owned by the trust, 819,004 shares are held by the
DiMarco/Harleen Revocable Trust and 143,500 shares are held by the
DiMarco/Harleen Charitable Remainder Trust. Ms. DiMarco shares voting and
dispositive power with respect to all of these shares. In addition, the shares
beneficially owned by Ms. DiMarco include options to purchase 67,499 shares of
Common Stock exercisable within sixty (60) days of March 5, 1999.

                                       33
<PAGE>
                                  UNDERWRITING

    Under the terms and subject to the conditions in the underwriting agreement
dated             , 1999, we and the selling stockholder have agreed to sell to
the underwriters named below, for whom Credit Suisse First Boston Corporation,
Hambrecht & Quist LLC and Salomon Smith Barney Inc. are acting as
representatives, the following respective number of shares of common stock:


<TABLE>
<CAPTION>
                                                                                   Number of
                  Underwriter                                                        Shares
                                                                                   ----------
<S>                                                                                <C>
Credit Suisse First Boston Corporation...........................................     520,000
Hambrecht & Quist LLC............................................................     520,000
Salomon Smith Barney Inc.........................................................     260,000
                                                                                   ----------
  Total..........................................................................   1,300,000
                                                                                   ----------
                                                                                   ----------
</TABLE>


    The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering, if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults the
purchase commitments of non-defaulting underwriters may be increased or the
offering of common stock may be terminated.


    The selling stockholder has granted to the underwriters a 30-day option to
purchase up to 195,000 additional shares from it at the offering price less the
underwriting discounts and commissions. The option may be exercised only to
cover any over-allotments of common stock.



    The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $1.96 per share. The
underwriters and selling group members may allow a discount of $0.10 per share
on sales to other broker/dealers. After the initial public offering, the public
offering price and concession and discount to dealers may be changed by the
representatives.


    The following table summarizes the compensation and estimated expenses we
and the selling stockholder will pay.


<TABLE>
<CAPTION>
                                                               Per Share                          Total
                                                    --------------------------------  ------------------------------
                                                        Without           With           Without           With
                                                    Over-allotment   Over-allotment   Over-allotment  Over-allotment
                                                    ---------------  ---------------  --------------  --------------
<S>                                                 <C>              <C>              <C>             <C>
Underwriting discounts and commissions paid by
  us..............................................     $    3.26        $    3.26      $  3,912,000    $  3,912,000
Expenses payable by us............................     $    0.26        $    0.26      $    315,000    $    315,000
Underwriting discounts and commissions paid by the
  selling stockholder.............................     $    3.26        $    3.26      $    326,000    $    961,700
</TABLE>


    We and Stephanie G. DiMarco, both individually and on behalf of her trusts,
have agreed that we and she will not offer, sell, contract to sell, announce our
intention to sell, pledge or otherwise dispose of, directly or indirectly, or
file with the Securities and Exchange Commission a registration statement under
the Securities Act relating to, any additional shares of our common stock or
securities convertible into or exchangeable or exercisable for any of our common
stock without the prior consent of Credit Suisse First Boston Corporation for a
period of 90 days after the date of this prospectus, except in our case

    - for issuances pursuant to the exercise of employee stock options
      outstanding on the date;

                                       34
<PAGE>
    - in connection with certain mergers, consolidations or other business
      combinations in which we may be involved; or

    - in connection with certain strategic investments by us.

    We and the selling stockholder have agreed to indemnify the underwriters
against liabilities under the Securities Act, or contribute to payments which
the underwriters may be required to make in that respect.

    Our common stock is listed on The Nasdaq Stock Market's National Market
under the symbol "ADVS".

    The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids and "passive" market making in
accordance with Regulation M under the Securities Exchange Act of 1934.

    - Over-allotment involves syndicate sales in excess of the offering size,
      which creates a syndicate short position.

    - Stabilizing transactions permit bids to purchase the underlying security
      so long as the stabilizing bids do not exceed a specified maximum.

    - Syndicate covering transactions involve purchases of the common stock in
      the open market after the distribution has been completed in order to
      cover syndicate short positions.

    - Penalty bids permit the representatives to reclaim a selling concession
      from a syndicate member when the shares of common stock originally sold by
      the syndicate member are purchased in a syndicate covering transaction to
      cover syndicate short positions.

    - In "passive" market making, market makers in the common stock who are
      underwriters or prospective underwriters may, subject to certain
      limitations, make bids for or purchases of the common stock until the
      time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the common stock to be higher than it would otherwise be
in the absence of these transactions. These transactions may be effected on The
Nasdaq Stock Market's National Market or otherwise, and, if commenced, may be
discontinued at any time.

                          NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

    The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we and the selling
stockholder prepare and file a prospectus with the securities regulatory
authorities in each province where trades of common stock are effected.
Accordingly, any resale of the common stock in Canada must be made in accordance
with applicable securities laws which will vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with
available statutory exemptions or pursuant to a discretionary exemption granted
by the applicable Canadian securities regulatory authority. Purchasers are
advised to seek legal advice prior to any resale of the common stock.

REPRESENTATIONS OF PURCHASERS

    Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling stockholder and the
dealer from whom such purchase confirmation is received that (i) the purchaser
is entitled under applicable provincial securities laws to purchase such common
stock without the benefit of a prospectus qualified under such securities laws,
(ii) where

                                       35
<PAGE>
required by law, that the purchaser is purchasing as principal and not as agent,
and (iii) the purchaser has reviewed the text above under "Resale Restrictions".

RIGHTS OF ACTION (ONTARIO PURCHASERS)

    The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

    All of the issuer's directors and officers as well as the experts named
herein and the selling stockholder may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or these persons. All or a substantial
portion of the assets of the issuer and these persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or these persons in Canada or to enforce a judgment obtained in
Canadian courts against the issuer or these persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

    A purchaser of common stock to whom the SECURITIES ACT (British Columbia)
applies is advised that the purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by the purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one report must
be filed in respect of common stock acquired on the same date and under the same
prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

    Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with repsect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
legislation.

                                 LEGAL MATTERS

    The validity of the common stock offered by this prospectus will be passed
upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California. Certain legal matters in connection with the
offering will be passed upon for the underwriters by Fenwick & West LLP, Palo
Alto, California.

                                    EXPERTS

    The consolidated financial statements as of December 31, 1997 and 1998 and
for each of the three years in the period ended December 31, 1998 included in
this prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                                       36
<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION

    This prospectus constitutes a part of a registration statement on Form S-3
filed by us with the SEC under the Securities Act of 1933. This prospectus does
not contain all of the information set forth in the Registration Statement,
since we have omitted some parts in accordance with the SEC's rules and
regulations. For further information about us and the shares being sold in this
offering, please refer to the registration statement. Statements contained in
this prospectus concerning the contents of any contract or any other document
referred to are not necessarily a complete description of the provisions of the
contract. Copies of the registration statement may be inspected, without charge,
at the offices of the Commission, or obtained at prescribed rates from the
Public Reference Section of the Commission at the address set forth below.

    We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
public reference facilities of the SEC located at 450 Fifth Street N.W.,
Washington D.C. 20549. You may obtain information on the operation of the SEC's
public reference facilities by calling the SEC at 1-800-SEC-0330. You can also
access copies of such material electronically on the SEC's home page on the
World Wide Web at http://www.sec.gov. Information concerning Advent Software,
Inc. is also available for inspection at the offices of the Nasdaq National
Market, Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.

    This prospectus is part of a registration statement we filed with the SEC.
The SEC permits us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information we file with the SEC after the
date of this prospectus will automatically update and supersede this
information. We incorporate by reference the following documents filed by us
with the SEC. We also incorporate by reference any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of this prospectus until the termination of
this offering.

        1.  Our Annual Report on Form 10-K for the fiscal year ended December
    31, 1998.

        2.  Our Proxy Statement for our 1999 Annual Meeting.

        3.  Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
    31, 1999.

        4.  Our Form 8-A filed with the SEC in November 1995.

    If you request a copy of any or all of the documents incorporated by
reference, then we will send to you the copies you requested at no charge.
However, we will not send exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents. You should direct
request for such copies to Investor Relations, 301 Brannan Street, San
Francisco, California 94107 (415) 543-7696.

    You should rely only on the information contained in this prospectus and
incorporated by reference into this prospectus. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
We are offering to sell, and seeking offers to buy, shares of our common stock
only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
shares.

                                       37
<PAGE>
                                ADVENT SOFTWARE
                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                                                    <C>
Report of Independent Public Accountants.............................................        F-2

Consolidated Balance Sheets..........................................................        F-3

Consolidated Statements of Operations................................................        F-4

Consolidated Statements of Stockholders' Equity......................................        F-5

Consolidated Statements of Cash Flows................................................        F-6

Notes to Consolidated Financial Statements...........................................        F-7
</TABLE>

                                      F-1
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF ADVENT SOFTWARE, INC.:

    In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Advent
Software, Inc. and its subsidiaries at December 31, 1997 and December 31, 1998,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
San Francisco, California
January 15, 1999

                                      F-2
<PAGE>
                                ADVENT SOFTWARE

                          CONSOLIDATED BALANCE SHEETS

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                    DECEMBER 31,    DECEMBER 31,      MARCH 31,
                                                        1997            1998            1999
                                                    -------------   -------------   -------------
                                                                                     (UNAUDITED)
<S>                                                 <C>             <C>             <C>
                                             ASSETS

Current assets:
  Cash and cash equivalents.......................     $26,025         $35,602         $37,015
  Short-term investments..........................      10,031           7,682           7,652
  Accounts receivable, net of allowance for
    doubtful accounts of $330 in 1999, $362 in
    1998 and $265 in 1997.........................      12,226          17,452          17,240
  Prepaid expenses and other......................       1,391           2,010           2,165
  Deferred income taxes...........................       1,418           1,900           1,900
                                                    -------------   -------------   -------------
    Total current assets..........................      51,091          64,646          65,972
                                                    -------------   -------------   -------------
Fixed assets, net.................................       7,424          11,433          12,225
Other assets, net.................................         770          11,131          10,926
                                                    -------------   -------------   -------------
    Total assets..................................     $59,285         $87,210         $89,123
                                                    -------------   -------------   -------------
                                                    -------------   -------------   -------------

                              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable................................     $   814         $ 1,793         $ 1,445
  Accrued liabilities.............................       2,977           6,270           5,386
  Deferred revenues...............................       6,832          14,511          14,919
  Income taxes payable............................       1,632           3,924           3,063
                                                    -------------   -------------   -------------
    Total current liabilities.....................      12,255          26,498          24,813
                                                    -------------   -------------   -------------
Long-term liabilities:
  Other liabilities...............................         537             537             594
                                                    -------------   -------------   -------------
    Total liabilities.............................      12,792          27,035          25,407
                                                    -------------   -------------   -------------
Stockholders' equity:
  Preferred Stock, $0.01 par value
    Authorized: 2,000 shares
    Issued and outstanding: none..................          --              --              --
  Common stock, $0.01 par value
    Authorized: 40,000 shares
    Issued and outstanding: 8,300 shares in 1999,
      8,209 shares in 1998 and 7,582 shares in
      1997........................................          76              82              83
  Additional paid-in-capital......................      37,776          48,154          49,705
  Cumulative other comprehensive income...........          --              --              35
  Retained earnings...............................       8,641          11,939          13,893
                                                    -------------   -------------   -------------
    Total stockholders' equity....................      46,493          60,175          63,716
                                                    -------------   -------------   -------------
    Total liabilities and stockholders' equity....     $59,285         $87,210         $89,123
                                                    -------------   -------------   -------------
                                                    -------------   -------------   -------------
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-3
<PAGE>
                                ADVENT SOFTWARE

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                 THREE MONTHS ENDED
                                                                   YEAR ENDED DECEMBER 31,           MARCH 31,
                                                               -------------------------------  --------------------
                                                                 1996       1997       1998       1998       1999
                                                               ---------  ---------  ---------  ---------  ---------
                                                                                                    (UNAUDITED)
<S>                                                            <C>        <C>        <C>        <C>        <C>
REVENUES:
  License and development fees...............................  $  16,951  $  23,710  $  36,588  $   6,934  $   9,156
  Maintenance and other recurring............................     14,707     18,042     25,539      5,396      8,697
  Professional services and other............................      5,086      6,861      8,871      1,719      2,367
                                                               ---------  ---------  ---------  ---------  ---------
    Net revenues.............................................     36,744     48,613     70,998     14,049     20,220
                                                               ---------  ---------  ---------  ---------  ---------
                                                               ---------  ---------  ---------  ---------  ---------
COST OF REVENUES:
  License and development fees...............................        600        601      2,931        521        748
  Maintenance and other recurring............................      3,793      4,832      6,261      1,505      2,284
  Professional services and other............................      2,513      3,638      3,874        820      1,113
                                                               ---------  ---------  ---------  ---------  ---------
    Total cost of revenues...................................      6,906      9,071     13,066      2,846      4,145
                                                               ---------  ---------  ---------  ---------  ---------
      Gross margin...........................................     29,838     39,542     57,932     11,203     16,075
                                                               ---------  ---------  ---------  ---------  ---------
OPERATING EXPENSES:
  Sales and marketing........................................     12,446     15,580     23,465      5,089      6,947
  Product development........................................      6,731      9,439     12,582      2,661      3,814
  General and administrative.................................      4,422      5,125      7,533      1,831      2,340
  Amortization of intangibles................................         --         --         --         --        383
  Purchased research and development and other...............      5,648         --      8,440         --         --
                                                               ---------  ---------  ---------  ---------  ---------
    Total operating expenses.................................     29,247     30,144     52,020      9,581     13,484
                                                               ---------  ---------  ---------  ---------  ---------
    Income from operations...................................        591      9,398      5,912      1,622      2,591
  Interest income, net.......................................      1,165      1,236      1,442        343        370
                                                               ---------  ---------  ---------  ---------  ---------
    Income before income taxes...............................      1,756     10,634      7,354      1,965      2,961
  Provision for income taxes.................................      2,855      3,921      2,955        707      1,007
                                                               ---------  ---------  ---------  ---------  ---------
    Net income (loss)........................................  $  (1,099) $   6,713  $   4,399  $   1,258  $   1,954
                                                               ---------  ---------  ---------  ---------  ---------
  Other comprehensive income, net of tax
    Foreign currency translation adjustment..................         --         --         --         --         35
                                                               ---------  ---------  ---------  ---------  ---------
    Comprehensive income.....................................  $  (1,099) $   6,713  $   4,399  $   1,258  $   1,989
                                                               ---------  ---------  ---------  ---------  ---------
                                                               ---------  ---------  ---------  ---------  ---------
NET INCOME (LOSS) PER SHARE DATA
DILUTED
  Net income (loss) per share................................  $   (0.16) $    0.84  $    0.51  $    0.15  $    0.21
  Shares used in per share calculations......................      7,070      8,017      8,703      8,489      9,139
BASIC
  Net income (loss) per share................................  $   (0.16) $    0.89  $    0.55  $    0.16  $    0.24
  Shares used in per share calculations......................      7,070      7,521      8,066      7,903      8,310
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-4
<PAGE>
                                ADVENT SOFTWARE

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                     CUMULATIVE
                                                    COMMON STOCK       ADDITIONAL       OTHER
                                               ----------------------    PAID IN    COMPREHENSIVE  RETAINED     TOTAL
                                                SHARES      AMOUNT       CAPITAL       INCOME      EARNINGS    EQUITY
                                               ---------  -----------  -----------  -------------  ---------  ---------
<S>                                            <C>        <C>          <C>          <C>            <C>        <C>
Balances, December 31, 1995..................      6,873   $      68    $  31,202                  $   3,314  $  34,584
Exercise of stock options....................        383           4          702                                   706
Tax benefit from exercise of stock options...                               2,175                                 2,175
Common stock issued under employee stock
  purchase plan..............................         53           1          982                                   983
Pooling of interests with Bold Software......         35                                                (287)      (287)
Net loss.....................................                                                         (1,099)    (1,099)
                                               ---------         ---   -----------  -------------  ---------  ---------
Balances, December 31, 1996..................      7,344          73       35,061                      1,928     37,062
Exercise of stock options....................        200           2        1,143                                 1,145
Tax benefit from exercise of stock options...                                 704                                   704
Common stock issued under employee stock
  purchase plan..............................         38           1          868                                   869
Net income...................................                                                          6,713      6,713
                                               ---------         ---   -----------  -------------  ---------  ---------
Balances, December 31, 1997..................      7,582          76       37,776                      8,641     46,493
Exercise of stock options....................        154           1        1,580                                 1,581
Tax benefit from exercise of stock options...                                 795                                   795
Common stock issued under employee stock
  purchase plan..............................         38           1          945                                   946
Pooling of interest with MicroEdge...........        250           3                                  (1,101)    (1,098)
Shares issued in connection with acquisition
  of HubData.................................         15                      546                                   546
Shares issued in connection with acquisition
  of Blackbaud...............................        170           1        6,512                                 6,513
Net income...................................                                                          4,399      4,399
                                               ---------         ---   -----------  -------------  ---------  ---------
Balances, December 31, 1998..................      8,209          82       48,154                     11,939     60,175
Exercise of stock options....................         91           1        1,551                                 1,552
Foreign currency translation adjustment......                                                35                      35
Net income...................................                                                          1,954      1,954
                                               ---------         ---   -----------  -------------  ---------  ---------
Balances, March 31, 1999 (unaudited).........      8,300   $      83    $  49,705     $      35    $  13,893  $  63,716
                                               ---------         ---   -----------  -------------  ---------  ---------
                                               ---------         ---   -----------  -------------  ---------  ---------
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-5
<PAGE>
                                ADVENT SOFTWARE

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                  THREE MONTHS ENDED
                                                                    YEAR ENDED DECEMBER 31,           MARCH 31,
                                                                -------------------------------  --------------------
                                                                  1996       1997       1998       1998       1999
                                                                ---------  ---------  ---------  ---------  ---------
                                                                                                     (UNAUDITED)
<S>                                                             <C>        <C>        <C>        <C>        <C>
Cash flows from operating activities:
  Net income (loss)...........................................  $  (1,099) $   6,713  $   4,399  $   1,258  $   1,954
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
  Purchased research and development and other................      5,648         --      7,511         --         --
  Depreciation and amortization...............................      1,528      1,970      2,559        922      1,037
  Provision for doubtful accounts.............................        (15)       248        471         82        297
  Deferred income taxes.......................................        247       (267)    (3,514)        --         --
  Deferred rent...............................................        129        (62)        --        104         57
Cash provided by (used in) operating assets and liabilities:
  Accounts receivable.........................................     (3,625)    (3,975)    (5,521)      (409)       (87)
  Prepaid and other current assets............................       (213)      (789)      (401)        67       (155)
  Accounts payable............................................       (885)       168        539         91       (342)
  Accrued liabilities.........................................        234        350      1,220        462       (876)
  Deferred revenues...........................................     (2,130)     1,761      6,403      1,274        429
  Income taxes payable........................................      1,780      1,565      3,006        529       (861)
  Net liabilities assumed in pooling of interests with
    Microedge.................................................         --         --     (1,101)    (1,061)        --
                                                                ---------  ---------  ---------  ---------  ---------
    Net cash provided by operating activities.................      1,599      7,682     15,571      3,319      1,453
                                                                ---------  ---------  ---------  ---------  ---------
Cash flows from investing activities:
Net cash used in acquisition of the DX Group..................     (3,963)        --         --         --         --
Net cash used in acquisition of Hub Data, net of cash
  acquired....................................................         --         --     (4,279)        --         --
Net cash used in acquisition of Portfolio Management Systems,
  net of cash acquired........................................         --         --       (446)        --         --
Acquisition of fixed assets...................................     (1,384)    (5,290)    (6,186)    (2,044)    (1,450)
Proceeds from sale of fixed assets............................         --         --         60         --         --
Purchases of short-term investments...........................     (1,167)   (10,041)    (4,880)    (1,994)    (1,000)
Maturities of short-term investments..........................      1,160      1,183      7,229      1,000      1,030
Deposits and other............................................       (287)        --        (19)        --       (175)
                                                                ---------  ---------  ---------  ---------  ---------
  Net cash used in investing activities.......................     (5,641)   (14,148)    (8,521)    (3,038)    (1,595)
                                                                ---------  ---------  ---------  ---------  ---------
Cash flows from financing activities:
Proceeds from exercise of stock options.......................        706      1,145      1,581        681      1,552
Proceeds from issuance of common stock........................        983        869        946         --         --
Payment of note issued in acquisition of the DX Group.........       (800)        --         --         --         --
Payment of debt assumed in acquisition of the DX Group........       (288)        --         --         --         --
                                                                ---------  ---------  ---------  ---------  ---------
  Net cash provided by financing activities...................        601      2,014      2,527        681      1,552
  Effect of exchange rate changes on cash and short term
    investments...............................................         --         --         --         --          3
                                                                ---------  ---------  ---------  ---------  ---------
Net increase (decrease) in cash and cash equivalents..........     (3,441)    (4,452)     9,577        962      1,413
Cash and cash equivalents at beginning of period..............     33,918     30,477     26,025     26,025     35,602
                                                                ---------  ---------  ---------  ---------  ---------
Cash and cash equivalents at end of period....................  $  30,477  $  26,025  $  35,602  $  26,987  $  37,015
                                                                ---------  ---------  ---------  ---------  ---------
                                                                ---------  ---------  ---------  ---------  ---------
Supplemental disclosure of cash flow information:
  Cash paid for income taxes during the period................  $   1,012  $   2,515  $   2,888  $     714  $   1,861
  Issuance of common stock shares for the acquisition of
    Blackbaud:................................................                        $   6,513
  Issuance of common stock shares for the acquisition of Hub
    Data:.....................................................                        $     546
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-6
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    UNAUDITED INTERIM FINANCIAL INFORMATION  The accompanying consolidated
financial statements at March 31, 1999 and for the three months ended March 31,
1998 and 1999, together with the related notes, are unaudited but include all
adjustments (consisting only of normal recurring adjustments) which, in the
opinion of management, are necessary for a fair presentation, in all material
respects, of the financial position and the operating results and cash flows for
the interim date and periods presented. Results for the interim period ended
March 31, 1999 are not necessarily indicative of results for the entire fiscal
year or future periods.

    OPERATIONS  Advent provides stand-alone and client/server software products,
data interfaces and related maintenance and services that automate, integrate
and support certain mission-critical functions of the front, middle and back
office of investment management organizations. Advent's clients vary
significantly in size and assets under management and include investment
advisors, brokerage firms, banks, hedge funds, corporations, public funds,
foundations, universities and non-profit organizations.

    PRINCIPLES OF CONSOLIDATION  The consolidated financial statements include
the accounts of Advent and its wholly-owned subsidiaries. All intercompany
transactions and amounts have been eliminated.

    FINANCIAL INSTRUMENTS  Cash equivalents comprise highly liquid investments
purchased with a remaining maturity of 90 days or less. These investments are
maintained with major financial institutions.

    Short-term investments are comprised of various marketable securities
carried at cost. These investments are maintained with major financial
institutions. Securities are considered to be held-to-maturity. Amounts reported
for short-term investments are considered to approximate the fair value based on
comparable market information available at the respective balance sheet dates.
Realized investment gains and losses have not been significant.

    The amounts reported for cash equivalents, receivables, accounts payable,
accrued liabilities and other financial instruments are considered to
approximate their market values based on comparable market information available
at the respective balance sheet dates, and their short-term nature.

    Financial instruments that potentially subject Advent to concentrations of
credit risks comprise, principally, cash, short-term investments, and trade
accounts receivable. Advent invests excess cash through banks, mutual funds, and
brokerage houses primarily in highly liquid investments with remaining
maturities of 90 days or less and has investment policies and procedures which
are reviewed periodically to minimize credit risk. Advent does not require
collateral from its customers but performs ongoing credit evaluations and
maintains reserves for potential credit losses which historically have been
within management's estimates.

    DEPRECIATION AND AMORTIZATION  Fixed assets are stated at cost. Depreciation
is computed using the straight-line method over the estimated useful life of the
related assets, generally five years. Amortization of leasehold improvements is
computed using the straight-line method over the shorter of the estimated useful
life of the assets or the remaining lease term.

    CAPITALIZED SOFTWARE  Costs incurred for software development prior to
technological feasibility are expensed as product development costs in the
period incurred. Once the point of technological feasibility is reached,
production costs are capitalized. Such capitalized software costs were not
material in 1998, 1997 and 1996.

                                      F-7
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    REVENUE RECOGNITION  Advent licenses application software programs and
offers annual maintenance programs which provides for technical support and
updates to software products. Advent's development agreements generally provide
for development of technologies and products which are expected to become part
of Advent's product or product offerings in the future. Certain of these
agreements may require royalty payments based on future sales of the developed
products. Such amounts will be included in costs of goods sold as accrued.
Advent also offers customers on-site consulting services, training, custom
programming, and other services.

    The Company adopted the provisions of Statement of Position 97-2, or SOP
97-2, Software Revenue Recognition, as amended by Statement of Position 98-4,
Deferral of the Effective Date of Certain Provisions of SOP 97-2, effective
January 1, 1998. SOP 97-2 supersedes Statement of Position 91-1, Software
Revenue Recognition, and delineates the accounting for software product and
maintenance revenue. Under SOP 97-2, the Company recognizes license revenue upon
shipment of a product to the client if a signed contract exists, the fee is
fixed and determinable and collection of resulting receivables is probable. For
contracts with multiple obligations (e.g. deliverable and undeliverable
products, maintenance and other services), the Company allocates revenue to each
component of the contract based on objective evidence of its fair value, which
is specific to the Company, or for products not being sold separately, the price
established by management. The Company recognizes revenue allocated to
undelivered products when the criteria for product revenue set forth above are
met. The Company recognizes revenue allocated to maintenance fees for ongoing
customer support and product updates ratably over the period of the maintenance
contract. Payments for maintenance fees are generally made in advance and are
non-refundable. Revenues for interface and other development and custom
programming are recognized using the percentage of completion method of
accounting based on the costs incurred to date compared with the estimated cost
of completion. Revenues from professional services are recognized as work is
performed.

    NET INCOME (LOSS) PER SHARE  Basic net income (loss) per share is computed
by dividing net income (loss) available to common stockholders by the weighted
average number of common shares outstanding for that period. Diluted net income
(loss) per share is computed giving effect to all dilutive potential common
shares that were outstanding during the period. Dilutive potential shares
consist of incremental common shares issuable upon exercise of stock options and
warrants and conversion of preferred stock for all periods.

    RECLASSIFICATIONS  In 1998, certain reclassifications were made to the 1997
financial statement amounts to conform to the 1998 presentation. These
reclassifications had no impact on net income (loss), working capital, or cash
flows.

    COMPREHENSIVE INCOME  Advent has adopted the provisions of Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income",
effective January 1, 1998. This statement requires the disclosure of
comprehensive income and its components in a full set of general-purpose
financial statements. Comprehensive income is the change in equity from
transactions and other events and circumstances other than those resulting from
investments by owners and distributions to owners. There are no significant
components of comprehensive income excluded from net income; therefore, no
separate statement of comprehensive income has been presented.

    SEGMENT INFORMATION  The Company has adopted SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information," which is effective for
fiscal years beginning after December 31, 1997. SFAS No. 131 supersedes SFAS No.
14, "Financial Reporting for Segments of a

                                      F-8
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Business Enterprise." SFAS No. 131 changes current practice under SFAS No. 14 by
establishing a new framework on which to base segment reporting and introduces
requirements for interim reporting of segment information.

    The Company has determined that it has a single reportable segment
consisting of the development, marketing and sale of stand-alone and
client/server software products, data interfaces and related maintenance and
services that automate, integrate and support certain mission critical functions
of investment management organizations.

    Management uses one measurement of profitability and does not disaggregate
its business for internal reporting. The Company's international operations in
1998, 1997 and 1996 have not been material to revenue or net income.

    NEW ACCOUNTING PRONOUNCEMENTS  In June of 1998, the FASB issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which establishes accounting and reporting standards
for derivative instruments, and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
Management has not yet evaluated the effects of this change on its operations.
The Company will adopt SFAS No. 133 as required for its first quarterly filing
of fiscal year 2001.

    In December 1998, the Accounting Standards Executive Committee (AcSEC)
released Statement of Position 98-9, or SOP 98-9, Modification of SOP 97-2,
"Software Revenue Recognition," with Respect to Certain Transactions. SOP 98-9
amends SOP 97-2 to require that an entity recognize revenue for multiple element
arrangements by means of the "residual method" when (1) there is vendor-specific
objective evidence (VSOE) of the fair values of all the undelivered elements
that are not accounted for by means of long-term contract accounting, (2) VSOE
of fair value does not exist for one or more of the delivered elements, and (3)
all revenue recognition criteria of SOP 97-2 (other than the requirement for
VSOE of the fair value of each delivered element) are satisfied.

    The provisions of SOP 98-9 that extend the deferral of certain paragraphs of
SOP 97-2 became effective December 15, 1998. These paragraphs of SOP 97-2 and
SOP 98-9 will be effective for transactions that are entered into in fiscal
years beginning after March 15, 1999. Retroactive application is prohibited. The
Company is evaluating the requirements of SOP 98-9 and the effects, if any, on
the Company's current revenue recognition policies.

    USE OF ESTIMATES  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. These estimates are based on information available as of the
date of the financial statements. Actual results could differ from those
estimates.

    ACCOUNTING FOR LONG-LIVED ASSETS  The Company reviews property, equipment,
goodwill and other intangible assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability is measured by comparison of its carrying amount to
future net cash flows the assets are expected to generate. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of

                                      F-9
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the asset exceeds its fair market value. Intangibles are amortized over their
estimated useful lives (typically five to ten years).

    FOREIGN CURRENCY TRANSLATION  The functional currency of the Company's
foreign subsidiary is the local foreign currency. All assets and liabilities
denominated in foreign currency are translated into U.S. dollars at the exchange
rate on the balance sheet date. Revenues, costs and expenses are translated at
average rates of exchange prevailing during the period. Gains and losses
resulting from foreign currency transactions are included in the consolidated
statements of operations and have not been significant.

2. ACQUISITIONS

    In February 1996, Advent acquired Data Exchange, Inc. (the DX Group), a
private company based in New York, for $4.0 million in cash and an $800,000
note. This note was paid during the third quarter of 1996 and did not bear
interest. The transaction was accounted for as a purchase. Advent incurred a
one-time charge of $5.6 million in connection with the write-off of in-process
research and development. This expense was recorded in purchased research and
development and other expenses. We believe that the technology acquired had not
reached technological feasibility and had no alternative future use.

    In November 1996, Advent issued 35,000 shares of common stock in exchange
for all of the outstanding shares of Bold Software, Inc., a private software
development company based in New York. This business combination was accounted
for as a pooling of interests. Prior year amounts have not been restated to
include Bold Software's results of operations as such operations were
immaterial. As a result of this business combination, Advent introduced Advent
Partner, a tax layering and partnership allocation solution which integrates
with Axys.

    In February 1998, Advent issued 250,000 shares of common stock in exchange
for all of the outstanding shares of MicroEdge, Inc. MicroEdge is the leading
provider of software products to foundations, corporations and other
organizations to manage their grant-making activities. This business combination
was accounted for as a pooling of interests, and the results of operations of
MicroEdge are included in the Company's financial statements beginning January
1, 1998. The results of operations as well as the assets and liabilities of
MicroEdge, in prior periods, were not material to the consolidated results of
operations or financial position of Advent. Accordingly, the Company did not
restate its financial statements for periods prior to January 1, 1998.

    In May 1998, Advent issued 170,000 shares of common stock for certain assets
of the Grants Management Division of Blackbaud, Inc. This acquisition combines
the grants management product line of Blackbaud with MicroEdge. This transaction
was accounted for as a purchase and the results of operations are included in
the Company's financial statements beginning on the acquisition date. Advent
incurred a charge for in-process research and development and other expenses of
$5.4 million in connection with this transaction. We believe that the technology
acquired had not reached technological feasibility and had no alternative future
use. Other intangibles of $2.0 million were recorded in connection with this
acquisition and are being amortized, using a straight-line method, over a period
of 5 years.

    In November 1998, Advent issued 15,000 shares of common stock and paid $4.1
million in exchange for substantially all of the outstanding shares of Hub Data,
Inc., a distributor of consolidated securities information and data to
investment management organizations. Hub Data is located in

                                      F-10
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. ACQUISITIONS (CONTINUED)
Cambridge, MA and delivers services to over 240 institutional investment firms.
This business combination was accounted for as a purchase and the results of
operations for Hub Data are included in the Company's financial statements
beginning on the acquisition date. Advent incurred a charge for in-process
research and development expense of $3.0 million in connection with this
transaction. We believe that the technology acquired had not reached
technological feasibility and had no alternative future use. As a result of net
liabilities assumed and acquisition expenses of $1.6 million, goodwill of $3.2
million was recorded in connection with this transaction and is being amortized,
using a straight-line method, over a period of 7 years.

    In November 1998, Advent paid AUS $583,000 (approximately US $370,000) in
exchange for all of the outstanding shares of Portfolio Management Systems Pty.,
Ltd., a distributor of Advent products in Australia. This business combination
was accounted for as a purchase and the results of operations are included in
the Company's financial statements beginning on the acquisition date. As a
result of net liabilities assumed and acquisition expenses of $2.0 million,
goodwill of $2.4 million was recorded in connection with this transaction and is
being amortized, using a straight-line method, over a period of 10 years.
Subsequent to the acquisition, the name of this subsidiary was changed to Advent
Australia.

    The results of operations of Blackbaud, Hub Data and Portfolio Management
Systems in 1998 and 1997 were not material to the consolidated results of
operations of Advent. Accordingly, no pro forma results are presented.

3. BALANCE SHEET DETAIL (IN THOUSANDS)

    The following is a summary of fixed assets:

<TABLE>
<CAPTION>
                                                     DECEMBER 31,       MARCH 31,
                                                 --------------------  -----------
                                                   1997       1998        1999
                                                 ---------  ---------  -----------
                                                                       (UNAUDITED)
<S>                                              <C>        <C>        <C>
Computer equipment.............................  $   6,997  $  10,444   $  11,140
Leasehold improvements.........................      4,676      7,266       8,174
Furniture and fixtures.........................        837        978       1,000
Telephone system...............................        672        943         975
                                                 ---------  ---------  -----------
                                                    13,182     19,631      21,289
Accumulated Depreciation.......................     (5,758)    (8,198)     (9,064)
                                                 ---------  ---------  -----------
Total fixed assets, net........................  $   7,424  $  11,433   $  12,225
                                                 ---------  ---------  -----------
                                                 ---------  ---------  -----------
</TABLE>

    Depreciation expense was approximately $2,250,000, $1,728,000 and $1,352,000
for the years ended December 31, 1998, 1997 and 1996, respectively.

                                      F-11
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. BALANCE SHEET DETAIL (IN THOUSANDS) (CONTINUED)
    The following is a summary of other assets:

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,       MARCH 31,
                                                                                    --------------------  -----------
                                                                                      1997       1998        1999
                                                                                    ---------  ---------  -----------
                                                                                                          (UNAUDITED)
<S>                                                                                 <C>        <C>        <C>
Goodwill, net of accumulated amortization of $336 at March 31, 1999 and $57 at
  December 31, 1998 ..............................................................  $      --  $   5,529   $   5,250
Other intangibles, net of accumulated amortization of $303 at March 31, 1999 and
  $202 and $423 at December 31, 1998 and 1997, respectively.......................        302      1,752       1,650
Deposits and other................................................................        176        526         702
Deferred Taxes....................................................................        292      3,324       3,324
                                                                                    ---------  ---------  -----------
Total other assets, net...........................................................  $     770  $  11,131   $  10,926
                                                                                    ---------  ---------  -----------
                                                                                    ---------  ---------  -----------
</TABLE>

    Amortization expense was approximately $319,000, $242,000 and $181,000 for
the years ended December 31, 1998, 1997 and 1996, respectively.

    The following is a summary of accrued liabilities:
<TABLE>
<CAPTION>
                                                                   DECEMBER 31,       MARCH 31,
                                                               --------------------  -----------
                                                                 1997       1998        1999
                                                               ---------  ---------  -----------
<S>                                                            <C>        <C>        <C>
                                                                        (IN THOUSANDS)

<CAPTION>
                                                                                     (UNAUDITED)
<S>                                                            <C>        <C>        <C>
Salaries and benefits payable................................  $   1,577  $   2,624   $   2,637
Commissions payable..........................................        752      1,229         922
Sales taxes payable..........................................        300      1,212         819
Other........................................................        348      1,205       1,008
                                                               ---------  ---------  -----------
Total accrued liabilities....................................  $   2,977  $   6,270   $   5,386
                                                               ---------  ---------  -----------
                                                               ---------  ---------  -----------
</TABLE>

4. INCOME TAXES

    The provision for income taxes includes:

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                  -------------------------------
                                                                    1996       1997       1998
                                                                  ---------  ---------  ---------
<S>                                                               <C>        <C>        <C>
                                                                          (IN THOUSANDS)
Current
  Federal.......................................................  $   1,994  $   3,089  $   5,008
  State.........................................................        577        815      1,461
Deferred
  Federal.......................................................        227         26     (2,650)
  State.........................................................         57         (9)      (864)
                                                                  ---------  ---------  ---------
    Total.......................................................  $   2,855  $   3,921  $   2,955
                                                                  ---------  ---------  ---------
                                                                  ---------  ---------  ---------
</TABLE>

                                      F-12
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. INCOME TAXES (CONTINUED)
    Advent's effective tax rate, as a percent of pre-tax income, differs from
the statutory federal rate as follows:

<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                                     -------------------------------
                                                                       1996       1997       1998
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Statutory federal rate.............................................       34.0%      35.0%      35.0%
State taxes........................................................       23.8        7.6        5.3
Purchased research and development.................................      109.4
Research and development tax credits...............................       (5.1)      (3.0)      (4.4)
Other..............................................................        0.5       (2.7)       4.3
                                                                     ---------  ---------        ---
  Total............................................................      162.6%      36.9%      40.2%
                                                                     ---------  ---------        ---
                                                                     ---------  ---------        ---
</TABLE>

    In 1996, the effective tax rate was higher due to the $5.6 million write-off
of in-process research and development and other expenses. It was not deductible
for tax purposes.

    Deferred income taxes reflect the net tax effects of temporary differences
between the basis of assets and liabilities for financial reporting and income
tax purposes. The approximate tax effects of temporary differences which give
rise to net deferred tax assets are:

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                              --------------------
                                                                1997       1998
                                                              ---------  ---------
                                                                 (IN THOUSANDS)
<S>                                                           <C>        <C>
Current:
  Deferred revenue..........................................  $     610  $     515
  Accrued liabilities.......................................        519        725
  Reserves..................................................        211        543
  State taxes...............................................         78        117
                                                              ---------  ---------
                                                                  1,418      1,900
                                                              ---------  ---------
Noncurrent
  Depreciation and amortization.............................         74      3,149
  Deferred rent.............................................        218        175
                                                              ---------  ---------
                                                                    292      3,324
                                                              ---------  ---------
    Total deferred tax assets...............................  $   1,710  $   5,224
                                                              ---------  ---------
                                                              ---------  ---------
</TABLE>

5. COMMITMENTS

    Advent leases office space and equipment under noncancelable operating lease
agreements, which expire at various dates through October 2009. Some operating
leases contain escalation provisions for adjustments in the consumer price
index. Advent is responsible for maintenance, insurance, and property taxes and
has five-year extension options on its primary facilities leases. Future minimum

                                      F-13
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. COMMITMENTS (CONTINUED)
payments under the noncancelable operating leases consist of the following at
December 31, 1998 (in thousands):

<TABLE>
<S>                                                                  <C>
1999...............................................................  $   3,966
2000...............................................................      5,062
2001...............................................................      5,184
2002...............................................................      5,248
2003...............................................................      5,300
2004 and thereafter................................................     23,047
                                                                     ---------
Total minimum lease payments.......................................  $  47,807
                                                                     ---------
                                                                     ---------
</TABLE>

    Rent expense for 1998, 1997, and 1996 was approximately $2,494,000,
$1,484,000 and $1,159,000, respectively.

6. EMPLOYEE BENEFIT PLANS

    401(k) PLAN

    Advent has a 401(k) deferred savings plan covering substantially all
employees. Employee contributions, limited to 15% of compensation, are matched
50% by Advent, up to a maximum of $500 per employee per year. Matching
contributions by Advent in 1998, 1997 and 1996 were $117,000, $103,000 and
$73,000, respectively. In addition to the employer matching contribution, Advent
may make a profit sharing contribution at the discretion of the Board of
Directors. Advent made profit sharing contributions of $143,000, $121,000 and
$87,000 in 1998, 1997 and 1996, respectively.

    1995 EMPLOYEE STOCK PURCHASE PLAN

    All individuals employed by Advent are eligible to participate in the
Employee Stock Purchase Plan (Purchase Plan) if they are employed by Advent for
at least 20 hours per week and at least five months per year. The Purchase Plan
permits eligible employees to purchase Advent's common stock through payroll
deductions at a price equal to 85% of the lower of the closing sale price for
Advent's common stock reported on the Nasdaq National Market at the beginning
and the end of each six-month offering period. In any calendar year, eligible
employees can withhold up to the lower of 10% or $45,000 of their salary and
certain variable compensation. A total of 300,000 shares of common stock have
been reserved for issuance under the Purchase Plan of which 129,000 shares have
been issued. Approximately 38,000, 38,000 and 53,000 shares were sold through
the Purchase Plan in 1998, 1997 and 1996, respectively.

                                      F-14
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. NET INCOME (LOSS) PER SHARE (IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                      THREE MONTHS ENDED
                                                    YEAR ENDED DECEMBER 31,               MARCH 31,
                                            ---------------------------------------  --------------------
                                                1996          1997         1998        1998       1999
                                            -------------  -----------  -----------  ---------  ---------
                                                                                         (UNAUDITED)
<S>                                         <C>            <C>          <C>          <C>        <C>
Net income (loss).........................    $  (1,099)    $   6,713    $   4,399   $   1,258  $   1,954
Reconciliation of shares used in basic and
  diluted per share calculations
BASIC
Weighted average common shares
  outstanding.............................        7,070         7,521        8,066       7,903      8,310
                                            -------------  -----------  -----------  ---------  ---------
Shares used in basic net income (loss) per
  share calculation.......................        7,070         7,521        8,066       7,903      8,310
                                            -------------  -----------  -----------  ---------  ---------
Basic net income (loss) per share.........    $   (0.16)    $    0.89    $    0.55   $    0.16  $    0.24
                                            -------------  -----------  -----------  ---------  ---------
                                            -------------  -----------  -----------  ---------  ---------
DILUTED
Weighted average common shares
  outstanding.............................        7,070         7,521        8,066       7,903      8,310
Dilutive effect of stock options and
  warrants................................           --           496          637         586        829
                                            -------------  -----------  -----------  ---------  ---------
Shares used in diluted net income (loss)
  per share calculation...................        7,070         8,017        8,703       8,489      9,139
                                            -------------  -----------  -----------  ---------  ---------
Diluted net income (loss) per share.......    $   (0.16)    $    0.84    $    0.51   $    0.15  $    0.21
                                            -------------  -----------  -----------  ---------  ---------
                                            -------------  -----------  -----------  ---------  ---------
Options outstanding at March 31, 1999 and
  1998 and at December 31, 1998, 1997 and
  1996 not included in computation of
  diluted EPS because the exercise price
  was greater than the average market
  price...................................           33           419          108          28         --
Price range of options not used in diluted     $29.75 -       $28.00 -     $37.50 -
  EPS calculation.........................       $32.75         $32.75       $42.63     $36.75         --
</TABLE>

8. STOCKHOLDERS' EQUITY

    STOCK OPTIONS  Under Advent's 1992 Stock Plan (the Plan) Advent may grant
options to purchase common stock to employees and consultants. Options granted
may be incentive stock options or nonstatutory stock options and shall be
granted at a price not less than fair market value on the date of grant. Fair
market value (as defined in the Plan) and the vesting of these options shall be
determined by the Board of Directors. The options generally vest over 5 years
and expire no later than 10 years from the date of grant. Unvested options on
termination of employment are canceled and returned to the Plan.

                                      F-15
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. STOCKHOLDERS' EQUITY (CONTINUED)
    The activity under the Plan was as follows:

<TABLE>
<CAPTION>
                                                                 OUTSTANDING OPTIONS
                                                   -----------------------------------------------
                                                                                        WEIGHTED
                                                                            AGGREGATE    AVERAGE
                                        AVAILABLE  NUMBER OF   PRICE PER    EXERCISE    PRICE PER
                                        FOR GRANT   OPTIONS      SHARE        PRICE       SHARE
                                        ---------  ---------  ------------  ---------  -----------
<S>                                     <C>        <C>        <C>           <C>        <C>
Balances, December 31, 1995...........    153,000  1,026,000  $0.63 - 12.00 $4,160,000  $    4.05
Authorized............................    400,000         --            --         --          --
                                                                   19.50 -
Options granted.......................   (412,000)   412,000         32.00  10,376,000      25.18
Options exercised.....................         --   (283,000) 0.63 - 12.00   (642,000)       2.27
Options canceled......................     58,000    (58,000) 1.00 - 19.50   (754,000)      13.00
                                        ---------  ---------  ------------  ---------  -----------
Balances, December 31, 1996...........    199,000  1,097,000  0.63 - 32.00  13,140,000      11.98
Authorized............................    600,000         --            --         --          --
                                                                   25.00 -
Options granted.......................   (836,000)   836,000         28.75  21,737,000      26.00
Options exercised.....................         --   (198,000) 0.63 - 19.50   (853,000)       4.31
Options canceled......................    145,000   (145,000) 1.00 - 32.00  (2,902,000)      20.01
                                        ---------  ---------  ------------  ---------  -----------
Balances, December 31, 1997...........    108,000  1,590,000  0.63 - 32.00  31,122,000      19.57
Authorized............................    500,000         --            --         --          --
                                                                   27.50 -
Options granted.......................   (666,000)   666,000         42.63  22,004,000      33.04
Options exercised.....................         --   (151,000) 0.63 - 32.00  (1,372,000)       9.09
Options canceled......................    107,000   (107,000) 5.00 - 42.63  (2,594,000)      24.22
                                        ---------  ---------  ------------  ---------  -----------
Balances, December 31, 1998...........     49,000  1,998,000  1.00 - 42.63  49,160,000      24.60
Options granted.......................    (19,000)    19,000     46.75        888,000       46.75
Options exercised.....................         --    (91,000) 1.00 - 42.63  (1,552,000)      17.01
Options canceled......................     23,000    (23,000) 5.00 - 42.63   (644,000)      28.00
                                        ---------  ---------  ------------  ---------  -----------
Balances, March 31, 1999
  (unaudited).........................     53,000  1,903,000  $1.00 - 46.75 47,852,000  $   25.15
                                        ---------  ---------                ---------
                                        ---------  ---------                ---------
</TABLE>

    At December 31, 1998, 1997 and 1996, 571,000, 331,000 and 241,000 options
outstanding were exercisable with an aggregate exercise price of $9,691,000,
$3,190,000 and $957,000, respectively.

    In November 1998, the Board of Directors approved the 1998 Nonstatutory
Stock Option Plan ("Nonstatutory Plan") and reserved 100,000 shares of common
stock for issuance thereunder. Under Advent's 1998 Nonstatutory Plan, Advent may
grant options to purchase common stock to employees and consultants, excluding
persons who are executive officers and directors. Options granted are
nonstatutory stock options and shall be granted at a price not less than fair
market value on the date of grant. Vesting of these options shall be determined
by the Board of Directors. The options generally vest over 5 years and expire no
later than 10 years from the date of grant. Unvested options on

                                      F-16
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. STOCKHOLDERS' EQUITY (CONTINUED)
termination of employment are canceled and returned to the Nonstatutory Plan.
The activity under the Nonstatutory Plan was as follows:

<TABLE>
<CAPTION>
                                                                       OUTSTANDING OPTIONS
                                                         ------------------------------------------------
                                                                                               WEIGHTED
                                                                                   AGGREGATE    AVERAGE
                                              AVAILABLE   NUMBER OF    PRICE PER   EXERCISE    PRICE PER
                                              FOR GRANT    OPTIONS       SHARE       PRICE       SHARE
                                              ---------  -----------  -----------  ---------  -----------
<S>                                           <C>        <C>          <C>          <C>        <C>
Authorized..................................    100,000          --           --          --          --
Options granted.............................    (92,000)     92,000    $   37.25   $3,423,000  $   37.25
Options exercised...........................         --          --           --          --          --
Options canceled............................         --          --           --          --          --
                                              ---------  -----------  -----------  ---------  -----------
Balances, December 31, 1998 and March 31,
  1999......................................      8,000      92,000    $   37.25   $3,423,000  $   37.25
                                              ---------  -----------               ---------
                                              ---------  -----------               ---------
</TABLE>

Of the 92,000 options under the Nonstatutory Plan outstanding at December 31,
1998, none were exercisable.

    In addition to the Plan and the Nonstatutory Plan, Advent had granted
options to purchase common stock to employees or consultants under special
arrangements. These options have an exercise price of $1.00 per share. There
were 7,000, 10,000 and 12,000 of these options outstanding at December 31, 1998,
1997 and 1996, respectively. The change in each period was a result of the
exercise of 3,000, 2,000 and 4,000 options during 1998, 1997 and 1996,
respectively. The shares outstanding at December 31, 1998 are fully vested.

    Advent's 1995 Director Option Plan (the Director Plan) provides for the
grant of nonstatutory stock options to non-employee directors of Advent (Outside
Directors). Under the Director Plan, each Outside Director is granted a
non-qualified option to purchase 10,000 shares on the last to occur of the date
of effectiveness of the Director Plan or the date upon which such person first
becomes a director with an exercise price equal to the fair market value of
Advent's common stock as of the date of the grant. In subsequent years, each
Outside Director is automatically granted an option to purchase 2,000 shares on
December 1 with an exercise price equal to the fair value of Advent's common
stock on that date. Options granted under the Director Plan vest over a five
year period and have a ten year term.

                                      F-17
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. STOCKHOLDERS' EQUITY (CONTINUED)
    The activity under the Director Plan was as follows:

<TABLE>
<CAPTION>
                                                                    OUTSTANDING OPTIONS
                                                     --------------------------------------------------
                                                                                             WEIGHTED
                                                                                 AGGREGATE    AVERAGE
                                         AVAILABLE    NUMBER OF     PRICE PER    EXERCISE    PRICE PER
                                         FOR GRANT     OPTIONS        SHARE        PRICE       SHARE
                                        -----------  -----------  -------------  ---------  -----------
<S>                                     <C>          <C>          <C>            <C>        <C>
Balances, December 31, 1995...........      45,000       30,000      $18.00      $ 540,000   $   18.00
Options granted.......................      (6,000)       6,000       32.75        196,500       32.75
                                        -----------  -----------  -------------  ---------  -----------
Balances, December 31, 1996...........      39,000       36,000   18.00 - 32.75    736,500       20.45
Options exercised.....................          --       (2,800)      18.00        (50,400)      18.00
Options granted.......................     (24,000)      24,000   24.88 - 25.00    599,500       24.98
Options canceled......................       9,200       (9,200)  18.00 - 32.75   (194,500)      21.14
                                        -----------  -----------  -------------  ---------  -----------
Balances, December 31, 1997...........      24,200       48,000   18.00 - 32.75  1,091,100       22.73
Options granted.......................      (8,000)       8,000       38.75        310,000       38.75
Options exercised.....................          --           --        --               --          --
Options canceled......................          --           --        --               --          --
                                        -----------  -----------  -------------  ---------  -----------
Balances, December 31, 1998 and March                                  $18.00 -
  31, 1999............................      16,200       56,000           38.75  $1,401,100  $   25.02
                                        -----------  -----------                 ---------
                                        -----------  -----------                 ---------
</TABLE>

At December 31, 1998, 1997 and 1996, 19,000, 8,300 and 6,000 options outstanding
were exercisable with an aggregate exercise price of $403,000, $150,000 and
$108,000, respectively.

    In addition to the Director Plan, Advent granted options, prior to 1994, to
an Outside Director for the purchase of 96,000 shares of common stock with an
exercise price of $0.63 per share. These options were exercised during 1996.

    At December 31, 1998, Advent had reserved 2,232,000 shares of common stock
for the exercise of stock options under all of its option plans.

    Advent has adopted the disclosure-only provisions of SFAS No. 123.
Accordingly, no compensation cost has been recognized for Advent's stock option
and purchase plans. If compensation had been determined based on the fair value
at the grant date for awards in 1998, 1997 and 1996 consistent with the
provisions of SFAS No. 123, Advent's net income (loss) and net income (loss) per
share for the year ended December 31, 1998, 1997 and 1996, respectively, would
have been as follows (in thousands except per share data):

<TABLE>
<CAPTION>
                                                                    1996       1997       1998
                                                                  ---------  ---------  ---------
<S>                                                               <C>        <C>        <C>
Net income (loss)--as reported..................................  $  (1,099) $   6,713  $   4,399
Net income (loss)--pro forma....................................  $  (1,680) $   5,026  $   1,380

PER SHARE DATA
Diluted
  Net income (loss)--as reported................................  $   (0.16) $    0.84  $    0.51
  Net income (loss)--pro forma..................................  $   (0.24) $    0.63  $    0.16
Basic
  Net income (loss)--as reported................................  $   (0.16) $    0.89  $    0.55
  Net income (loss)--pro forma..................................  $   (0.24) $    0.67  $    0.17
</TABLE>

                                      F-18
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. STOCKHOLDERS' EQUITY (CONTINUED)
    Such pro forma disclosures may not be representative of future compensation
costs because options vest over several years and additional grants are made
each year.

    The weighted-average grant-date fair value of options granted were $16.81,
$14.50 and $14.50 per option for the years ended December 31, 1998, 1997 and
1996, respectively.

    The fair value of each option grant is estimated on the date of grant using
the Black-Scholes valuation model with the following weighted average
assumptions:

<TABLE>
<CAPTION>
                                                                   1996       1997       1998
                                                                 ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>
Risk-free interest rate........................................    6.03%      5.99%      4.9%
Volatility.....................................................    55.04      56.91      60.4
Expected life..................................................   5 years    5 years    5 years
Expected dividends.............................................    None       None       None
Average turnover rate..........................................     8%         8%         8%
</TABLE>

    The risk-free interest rate was calculated in accordance with the grant date
and expected life. Volatility was calculated using an analysis of an Advent peer
group of publicly traded companies. The weighted average expected life was
calculated based on the vesting period and the exercise behavior of the
participants.

    The fair value for the Employee Stock Purchase Plan rights were also
estimated at the date of grant using a Black-Scholes options pricing model with
the following assumptions for 1998, 1997 and 1996: risk-free interest rates of
4.9%, 5.99% and 6.03%, respectively; dividend yield of 0%; volatility factors of
60%, 57% and 55% for 1998, 1997 and 1996, respectively; and a six-month expected
life. The weighted average fair value of the ESPP rights granted in 1998, 1997
and 1996 was $9.61, $8.96 and $9.84, respectively.

    The options outstanding and currently exercisable by exercise price at
December 31, 1998 are as follows:

<TABLE>
<CAPTION>
                              OPTIONS OUTSTANDING                    OPTIONS EXERCISABLE
                -----------------------------------------------  ----------------------------
                             WEIGHTED AVERAGE      WEIGHTED                      WEIGHTED
   EXERCISE       NUMBER         REMAINING          AVERAGE        NUMBER         AVERAGE
    PRICES      OUTSTANDING  CONTRACTUAL LIFE   EXERCISE PRICE   EXERCISABLE  EXERCISE PRICE
- --------------  -----------  -----------------  ---------------  -----------  ---------------
<S>             <C>          <C>                <C>              <C>          <C>
$1.00 - $ 6.50     373,000            5.73         $    4.79        265,000      $    4.34
$18.00 - $25.88    624,000            8.67             24.41        160,000          23.69
$27.50 - $38.75  1,025,000            9.01             30.61        169,000          29.07
$38.75 - $42.63    131,000            9.33             42.63          3,000          42.63
                -----------            ---            ------     -----------        ------
                 2,153,000            8.37         $   25.07        597,000      $   16.91
                -----------            ---            ------     -----------        ------
                -----------            ---            ------     -----------        ------
</TABLE>

                                      F-19
<PAGE>
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