BOSTON ADVISORS TRUST, N-1A, 1999-11-01

BOSTON ADVISORS TRUST
N-1A, 1999-11-01

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<PAGE>

As filed with the Securities and Exchange Commission on November 1, 1999
File Nos. 33-_____ and 811-______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [ X ]
AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ X ]

BOSTON ADVISORS TRUST
(Exact Name of Registrant as Specified in Charter)

100 Federal Street, Boston, MA 02110
(Address of Principal Executive Offices)(Zip Code)

(617) 348-3100
(Registrant's Telephone Number, including Area Code)

Michael J. Vogelzang
Boston Advisors, Inc.
100 Federal Street
Boston, Massachusetts 02110
(Name and Address of Agent for Service)

Copy to:

Pamela J. Wilson, Esq.
Hale and Dorr, LLP
60 State Street
Boston, Massachusetts 02109

Approximate date of commencement of proposed sale to the public: As soon as
practical after the effective date of the Registration Statement under the
Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
thereafter shall become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

Advest

Centennial

Account

Boston Advisors Money Market Fund

Boston Advisors U.S. Government
Money Market Fund

Boston Advisors Tax Free
Money Market Fund
------------------------------------------------------------

Class 1 Shares
Class 2 Shares

March 1, 2000

The Securities and Exchange Commission has not approved or
disapproved these securities or determined whether this
prospectus is accurate or complete. Any statement to the
contrary is a crime.

Advest

1
<PAGE>

Table of Contents
- --------------------------------------------------------------------------------

RISK/RETURN SUMMARY....................................................... 3
Boston Advisors Money Market Fund......................................... 4
Boston Advisors U.S. Government Money Market Fund......................... 6
Boston Advisors Tax Free Money Market Fund................................ 8
INVESTMENT ADVISER........................................................ 10
INVESTMENT AND ACCOUNT POLICIES........................................... 11
Buying Shares............................................................. 12
Redeeming Shares.......................................................... 13
Other Share Transaction Procedures........................................ 14
Dividends, Distributions and Taxes........................................ 15
FOR MORE INFORMATION...................................................... 16

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2
<PAGE>

Risk/Return Summary
- --------------------------------------------------------------------------------

Boston Advisors money market funds
These funds seek the maximum current income that is consistent with
maintaining liquidity and preserving capital. Each fund invests in
money market securities and is designed to maintain a stable $1 share
price.

Who may want to invest
These funds may be appropriate if you:
. Are looking for current income
. Need relative stability of principal
. Are investing for a short period of time
. Want to allocate a portion of your investment assets to
money market securities

Boston Advisors Tax Free Money Market Fund may also be appropriate if
you are a taxpayer in a high tax bracket seeking income exempt from
federal income tax.

Risks of mutual funds
An investment in a money market fund is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government
agency. Although each fund seeks to preserve the value of your
investment at $1 per share, it is possible to lose money by investing
in the fund.

Investment adviser
Each fund is managed by Boston Advisors, Inc. Founded in 1974, Boston
Advisors is a registered investment adviser. Boston Advisors is a
wholly-owned subsidiary of The Advest Group, Inc., a diversified,
publicly traded financial services firm.

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3

<PAGE>

Boston Advisors Money Market Fund
- --------------------------------------------------------------------------------

Investment goals
Maximum current income that is consistent with maintaining liquidity
and preserving capital. The fund's board may change these goals
without obtaining the approval of the fund's shareholders. The fund
intends to maintain a stable $1 share price.

Principal investments
The fund invests in U.S. dollar denominated money market securities.
These may include obligations issued by:
. the U.S. government and its agencies and instrumentalities
. corporations, banks and other companies
. multinational organizations such as the World Bank
. non-U.S. governments
. U.S. states and municipalities

The fund may invest in all types of money market securities of U.S.
and non-U.S. issuers, including commercial paper, certificates of
deposit, bankers' acceptances, mortgage-backed and asset-backed
securities, repurchase agreements and other short-term debt
securities. These securities may pay interest at fixed, floating or
variable rates.

Minimum credit quality
All investments acquired by the fund will be rated in one of the two
highest short-term rating categories of a nationally recognized
statistical rating organization or, if unrated, will be of equivalent
quality.

Maximum maturity
The fund will maintain an average dollar weighted portfolio maturity
of 90 days or less. The fund's individual securities must have a
remaining maturity of 397 days or less.

How the adviser selects the fund's investments
The adviser selects for the fund's portfolio those securities that
appear to offer the best relative value based on an analysis of their
credit quality, interest rate sensitivity, yields and prices.
Depending on its outlook for short-term interest rates, the adviser
may shorten or lengthen the fund's average portfolio maturity. To take
advantage of changing yield differentials, the fund may overweight
particular sectors of the short-term debt market while maintaining
overall issuer and sector diversification.

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4
<PAGE>

Principal risks
The fund might not be able to maintain a $1 share price and investors
could lose money if any of these events occurs:
. The issuer or guarantor of a security owned by the fund
defaults on its payment obligations, becomes insolvent or
has its credit rating downgraded by a rating agency.
. There is a sudden or sharp increase in interest rates.
. The value of the fund's non-U.S. securities goes down
because of unfavorable non-U.S. government actions,
political instability or the more limited availability of
accurate information about non-U.S. issuers.
. The adviser's judgment about the relative value or credit
quality of securities selected for the fund's portfolio
proves to be incorrect.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy
and hold shares of the fund.
----------------------------------------------------------------------
Based on estimated expenses for year ended Class 1 Class 2
2/28/2001
----------------------------------------------------------------------
Shareholder fees
(paid directly from your investment) None None
Annual fund operating expenses
(deducted from fund assets)
Management fees 0.50% 0.50%
Distribution (12b-1) and/or service fees 0.25% None
Other expenses x.xx% x.xx%
Total annual fund operating expenses x.xx% x.xx%
Fee waiver and expense reimbursement/(1)/ x.xx% x.xx%
Net expenses 1.00% 0.75%
----------------------------------------------------------------------
/(1)/The adviser has agreed to waive its advisory fee and reimburse
the fund for its expenses through February 28, 2003 to the extent
necessary to maintain the expense ratios of Class 1 and Class 2 at not
more than 1.00% and 0.75%, respectively, of their average net assets.

. You invest $10,000 in the fund for the time periods
indicated.
. Your investment has a 5% return each year.
. The fund's operating expenses remain the same.
. You redeem your investment at the end of each period.

Although your actual costs may be higher or lower, under these
assumptions your costs would be:

Class 1 Class 2

1 year $xxx $xxx
3 years $xxx $xxx
----------------------------------------------------------------------

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5
<PAGE>

Boston Advisors U.S. Government Money Market Fund
- --------------------------------------------------------------------------------

Principal investments
The fund invests exclusively in short-term U.S. government securities
and repurchase agreements based on U.S. government securities. U.S.
government securities include all securities issued or guaranteed by
the U.S. government or any of its agencies or instrumentalities.

Maximum maturity
The fund will maintain an average dollar weighted portfolio maturity
of 90 days or less. The fund's individual securities must have a
remaining maturity of 397 days or less.

Principal risks
The fund might not be able to maintain a $1 share price and investors
could lose money if either of these events occurs:

. There is a sudden or sharp increase in interest rates.
. The adviser's judgment about the relative value of
securities selected for the fund's portfolio proves to be
incorrect.

Although U.S. government securities and repurchase agreements based on
these securities present a low risk of default, the U.S. government
does not guarantee the value of the fund's investments or shares.

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6

<PAGE>

Fees and expenses
This table describes the fees and expenses that you may pay if you buy
and hold shares of the fund.
----------------------------------------------------------------------
Based on estimated expenses for year ended Class 1 Class 2
2/28/2001
----------------------------------------------------------------------
Shareholder fees
(paid directly from your investment) None None
Annual fund operating expenses(1)
(deducted from fund assets)
Management fees 0.50% 0.50%
Distribution (12b-1) and/or service fees 0.25% None
Other expenses x.xx% x.xx%
Total annual fund operating expenses x.xx% x.xx%
Fee waiver and expense reimbursement(1) x.xx% x.xx%
Net expenses 1.00% 0.75%
----------------------------------------------------------------------
(1)The adviser has agreed to waive its advisory fee and reimburse the
fund for its expenses through February 28, 2003 to the extent
necessary to maintain the expense ratios of Class 1 and Class 2 at not
more than 1.00% and 0.75%, respectively, of their average net assets.

This example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.
----------------------------------------------------------------------
The example assumes that:
. You invest $10,000 in the fund for the time periods
indicated.
. Your investment has a 5% return each year.
. The fund's operating expenses remain the same.
. You redeem your investment at the end of each period.

Although your actual costs may be higher or lower, under these
assumptions your costs would be:

Class 1 Class 2
1 year $xxx $xxx
3 years $xxx $xxx
----------------------------------------------------------------------

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7
<PAGE>

Boston Advisors Tax Free Money Market Fund
- --------------------------------------------------------------------------------

Investment goals
Maximum current income that is exempt from regular federal income tax,
consistent with maintaining liquidity and preserving capital. The
fund's board may change these goals without obtaining the approval of
the fund's shareholders. The fund intends to maintain a stable $1
share price.

Principal investments

The fund invests at least 80% of its assets in short-term municipal
securities. These include obligations issued by:

. Any of the 50 states and their political subdivisions,
agencies and public authorities
. Other governmental issuers such as Puerto Rico, the U.S.
Virgin Islands and Guam.

The municipal securities in which the fund invests include general
obligation bonds, revenue bonds and notes and municipal leases.

Municipal securities may pay interest at fixed, variable or floating
rates. The interest on these securities is exempt from regular federal
income tax and normally is lower than it would be if the interest were
subject to taxation.

The fund can invest up to 20% of its assets in securities whose
interest is federally taxable.

Minimum credit quality

All investments acquired by the fund will be rated in one of the two
highest short term rating categories of a nationally recognized
statistical rating organization or, if unrated, will be of equivalent
quality.

Maximum maturity
The fund will maintain an average dollar weighted portfolio maturity
of 90 days or less. The fund's individual securities must have a
remaining maturity of 397 days or less.

How the adviser selects the fund's investments
The adviser selects for the fund's portfolio those securities that
appear to offer the best relative value based on an analysis of their
credit quality, interest rate sensitivity, after-tax yields and
prices. Depending on its outlook for short-term interest rates, the
adviser may shorten or lengthen the fund's average portfolio maturity.
To take advantage of changing yield differentials, the fund may
overweight particular sectors of the short term municipal market while
maintaining overall issuer, sector and geographical diversification to
reduce credit risk.

Principal risks
Taxable distributions
Some of the fund's income distributions may be, and distributions of
the fund's gains will be, subject to federal taxation. The fund may
realize taxable gains on the sale of its securities. Some of the
fund's income distributions may be subject to the federal alternative
minimum tax. In addition, distributions of the fund's income and gains
generally will be subject to state income taxation.

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8

<PAGE>

Investment risks
The fund might not be able to maintain a $1 share price and investors
could lose money if any of these events occurs:

. The issuer or guarantor of a security owned by the fund
defaults on its payment obligations, becomes insolvent or
has its credit rating downgraded by a rating agency.

. New federal or state laws adversely affect the tax-exempt
status of securities held by the fund or the ability of
issuers to pay principal and interest on these securities.

. There is a sudden or sharp increase in interest rates.

. The adviser's judgment about the relative value or credit
quality of securities selected for the fund's portfolio
proves to be incorrect.

Fees and expenses
This table describes the fees and expenses that you may pay if you buy
and hold shares of the fund.
----------------------------------------------------------------------
Based on estimated expenses for year ended Class 1 Class 2
2/28/2001
----------------------------------------------------------------------
Shareholder fees
(paid directly from your investment) None None
Annual fund operating expenses(1)
(deducted from fund assets)
Management fees 0.50% 0.50%
Distribution (12b-1) and/or service fees 0.25 None
Other expenses x.xx% x.xx%
Total annual fund operating expenses x.xx% x.xx%
Fee waiver and expense reimbursement(1) x.xx% x.xx%
Net expenses 1.00% 0.75%
----------------------------------------------------------------------
(1)The adviser has agreed to waive its advisory fee and reimburse the
fund for its expenses through Febuary 28, 2003 to the extent necessary
to maintain the expense ratios of Class 1 and Class 2 at not more than
1.00% and 0.75%, respectively, of their average net assets.

Although your actual costs may be higher or lower, under these
assumptions your costs would be:

Class 1 Class 2
1 year $xxx $xxx
3 years $xxx $xxx
----------------------------------------------------------------------

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9

<PAGE>

Investment Adviser
- --------------------------------------------------------------------------------

Boston Advisors
The funds' investment adviser is Boston Advisors, Inc., located at 100
Federal Street, Boston, Massachu-setts 02110. Boston Advisors is a
registered investment adviser established in 1974. It manages fixed
income, balanced and equity portfolios.

Advest Group
The adviser is a wholly-owned subsidiary of The Advest Group, Inc., a
diversified, publicly traded financial services firm with headquarters
in Hartford Connecticut. Through its subsidiaries, The Advest Group,
Inc. offers a comprehensive range of investment products and services
to individuals, business owners and companies. Together with its
predecessor companies, The Advest Group, Inc. has been serving
investors since 1898.

Advisory fees
Each fund has agreed to pay the adviser a monthly advisory fee at an
annual rate equal to 0.50% of the fund's average daily net assets.

The adviser has agreed to waive its advisory fee and reimburse the
fund for its expenses through Febuary 28, 2003 to the extent necessary
to maintain the expense ratios of Class 1 and Class 2 at not more than
1.00% and 0.75%, respectively, of their average net assets. This cap
may be changed or terminated at any time after Febuary 28, 2001 and
does not apply to brokerage commissions, taxes, interest and
litigation, indemnification and other extraordinary expenses.

Distributor
Advest, Inc., a wholly-owned broker-dealer subsidiary of The Advest
Group, Inc., is the principal distributor of each fund's shares.

Distribution plan
The funds have adopted a Rule 12b-1 distribution plan authorizing each
fund's Class 1 shares to pay service fees equal to 0.25% annually of
the class's average daily net assets. These fees are an ongoing
expense and, over time, may cost you more than paying an initial sales
charge.

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10

<PAGE>

Investment and Account Policies
- --------------------------------------------------------------------------------

Share price
You may buy, exchange or redeem fund shares at their net asset value
next determined after receipt of your request in good order. Each
fund's net asset value is the value of its assets minus its
liabilities. Each fund separately calculates the net asset value of
each class at noon, Eastern time, and at the close of regular trading
on the New York Stock Exchange (normally 4:00 p.m. Eastern time,) on
each day the Exchange is open. The Exchange is closed on certain
holidays listed in the SAI.

Each fund uses the amortized cost method to value its portfolio
securities. Using this method, a fund amortizes over the remaining
life of a security the difference between the principal amount due at
maturity and the cost of the security to the fund.

Transaction requests

When you buy, exchange or redeem shares, your request must be in good
order. This means you have provided the following information.

. Name of the fund
. Account number
. Class of shares being bought, exchanged or redeemed
. Dollar amount or number of shares being bought, exchanged or
redeemed

Classes of shares
Each fund offers two classes of shares: Class 1 shares and Class 2
shares. Class 1 shares pay higher expenses than Class 2 shares. You
may purchase Class 1 shares only if you meet the minimum investment
requirement [and/or are purchasing shares through your Centennial
account].

Minimum investments
Minimum initial and additional investment requirements vary depending
on the class of shares you buy and the nature of your investment
account.

Initial Additional

Type of Account Class 1 Class 2 Class 1 Class 2
Regular
Type 1 account
Type 2 account
Type 3 account
Buying Shares

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11
<PAGE>

Buying Shares
- --------------------------------------------------------------------------------

Opening an account
You should contact your Advest Investment Executive to open a
brokerage account and make arrangements to buy shares. You should pay
for your fund shares through your brokerage account at the time you
place your order.

Adding to your account
By check. Mail or deliver your check or negotiable draft, payable to
Advest, Inc., to your Advest Investment Executive, who will forward it
to the funds. Please indicate your account number on the check or
draft.

By investing cash in your brokerage account. Contact your Advest
Investment Executive to arrange for cash that has come into your
brokerage account to be invested in a fund. You can also provide
standing instructions to your Advest Investment Executive to promptly
invest available cash in a fund.

Through an automatic sweep. If your Advest brokerage account has an
automatic "sweep" feature, cash balances from the account will be
automatically invested in shares of the fund you have selected.

Effective time of purchases

Purchase is Effective Dividends
Form of Purchase Payment (Eastern time) Begin

. Payment in federal funds If received At noon on On that day
. Having a sufficient cash before noon that day
balance in your Advest
account If received At close of On the next
after noon, Exchange on business
but before that day day
close of
Exchange

. Other forms of payment At close of Exchange on On the next
received by Advest, which the next business day business day
must be converted into
federal funds

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12
<PAGE>

Redeeming Shares
- --------------------------------------------------------------------------------

Through Advest
By contacting your Advest Investment Executive. Contact your Advest
Investment Executive to request a redemption of fund shares. You can
use the redemption proceeds to pay for the purchase of securities in
your brokerage account, or you can have Advest, Inc. send a check [or
wire transfer] to you or another person you designate.

Through an automatic sweep. If your Advest brokerage account has an
automatic "sweep" feature, fund shares will be redeemed automatically
to pay for securities purchased through your account.

Through the funds' transfer agent
For accounts held directly at the funds, send a written request to the
transfer agent at the address shown on the opposite page. Your written
redemption request must be in good order and signed by each owner
exactly as the account is registered [and accompanied by a signature
guarantee as described under "Other Share Transaction
Procedures--Signature Guarantees"].

Your redemption proceeds can be sent by check to your address of
record or by wire transfer to a bank account designated on your
authorization form. You may be charged a fee for wire transfers. You
must submit a new authorization form to change the bank account
designated to receive wire transfers and you may be asked to provide
certain other documents.

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13
<PAGE>

Other Share Transaction Procedures
- --------------------------------------------------------------------------------

Signature guarantees
To be in good order, any redemption request made directly through the
funds' transfer agent must be in writing and include a signature
guarantee if you:
. Are redeeming (together with other requests submitted in the
previous ____ days) over $_________ of shares
. Instruct the transfer agent to pay or mail the check to a person
or address different from the one shown in your account records
. Are changing your account registration
. Are transferring the redemption proceeds to an account with a
different registration

You can obtain a signature guarantee from most banks, dealers,
brokers, credit unions and federal savings and loan institutions, but
not from a notary public.

Other transaction policies
Each fund has the right to:
. Waive or change minimum and additional investment amounts
. Reject any purchase order
. Suspend or postpone redemptions of shares to the extent permitted
by the Securities and Exchange Commission
. Pay redemption proceeds by giving you securities. You may pay
transaction costs to dispose of the securities
. Redeem shares held in an Advest brokerage account if you close
the account.

Sub-minimum accounts
Each fund may close your account if, for reasons other than investment
losses, the value of shares in the account falls below the minimum
investment requirement. Alternatively, a fund may convert Class 2
shares in a sub-minimum account to Class 1 shares. After a fund
notifies you of the fund's intention to close your account or convert
Class 2 shares to Class 1 shares, you will have 60 days to bring the
account back to the minimum level.

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14

<PAGE>

Dividends, Distributions and Taxes
- --------------------------------------------------------------------------------

Dividends and distributions
Each fund declares a dividend of substantially all of its net
investment income and short-term capital gain daily and pays the
dividends monthly. In addition, each fund distributes any long-term
capital gain annually. Distributions are expected to be primarily from
income. The funds do not expect ordinarily to distribute any long-term
capital gain.

Dividends and capital gain distributions are reinvested in additional
shares of the same fund and class you hold, unless you tell your
Advest Investment Executive or the transfer agent to pay them in cash.

Taxes
The following table shows the tax status of dividends, distributions
and transactions in fund shares.

Dividends attributable to interest on U.S. Treasury and certain U.S.
government obligations are exempt from state and local income taxes in
most states, subject to state-specific requirements.

Name of Fund Type of Transaction Tax Status

Money Market Fund Interest from net Taxable as ordinary
investment income. income.

U.S. Government Money Interest fron net Income exempt from state
Market Fund investment income. tax but subject to
federal tax.

Tax Free Money Market Interest designated Exempt from federal
Fund as tax-exempt income tax, but may be
interest. subject to alternative
minimum tax and state
and local taxes.

Interest that is Taxable as ordinary
not designated as income.
exempt-interest.

All funds Distributions of Taxable as ordinary
short-term capital income.
gain.

Distributions of Taxable as long-term
long-term capital capital gain.
gain.

Redemptions or No gain or loss as long
exchanges of fund as the fund maintains a
shares. constant $1 share price.

After the end of each year, each fund will provide you with
information about the dividends and distributions you received during
the previous year.

Taxable dividends and distributions are taxable whether they are
received in cash or additional shares.

If you do not provide the fund with your correct taxpayer
identification number and any required certifications, you may be
subject to back-up withholding of 31% of your distributions and
taxable dividends.

Because each shareholder's circumstances are different and special tax
rules may apply, you should consult your tax adviser about your
investment in the funds.

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15

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For More Information
- --------------------------------------------------------------------------------

Boston Advisors Money Market Funds
For investors who want more information about the Advisors money
market funds, the following documents are available free upon request.

Annual/Semiannual Reports Additional information about each fund's
investments will be available in the funds' annual and semiannual
reports to shareholders. The funds' annual report will contain a
discussion of the market conditions and investment strategies that
significantly affected each fund's performance during its last fiscal
year.

Statement of Additional Information (SAI) The SAI provides more
detailed information about the funds and is incorporated into this
prospectus by reference.

Investors can get free copies of reports and SAIs, request other
information and discuss their questions about the funds by contacting
the funds at:

Advisors Money Market Funds
c/o
---------------------
------------------------
Boston, MA 02
----
Telephone: 1-800- -
--- ----

[E-mail: xxxxxxxx@ .com
------------
Internet: http://www. .com]
----------

Investors can review the funds' reports and SAI at the Public
Reference Room of the Securities and Exchange Commission. Investors
can get text-only copies:
. For a fee, by writing to the Public Reference Room of the
Commission, Washington, D.C. 20549-6009
. Free from the Commission's Internet website at
http://www.sec.gov.

Investors can get information about the operation of the Public
Reference Room by calling 1-800-SEC-0330.

If someone makes a statement about the funds that is not in this
prospectus, you should not rely upon that information. Neither the
funds nor the distributor is offering to sell shares of the funds to
any person to whom the funds may not lawfully sell their shares.

Investment Company Act file no. 811-
------

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16

<PAGE>

BOSTON ADVISORS TRUST

Boston Advisors Money Market Fund
Boston Advisors U.S. Government Money Market Fund
Boston Advisors Tax Free Money Market Fund

100 Federal Street
Boston, Massachusetts 02110

STATEMENT OF ADDITIONAL INFORMATION

Class 1 and Class 2 shares

March 1, 2000

This statement of additional information is not a prospectus. It should be read
in conjunction with Boston Advisors Trust's prospectus dated March 1, 2000,
as supplemented or revised from time to time. A copy of the prospectus can be
obtained free of charge by calling ______________ or by written request to
Boston Advisors Trust (the "Trust") at 100 Federal Street, Boston, Massachusetts
02110. [You can also obtain a copy of the Trust's prospectus from our website
at www._______________ .com.]

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
1. Trust History............................................ 2
2. Description of the Trust and its Investments and Risks... 2
3. Management of the Trust.................................. 11
4. Investment Adviser....................................... 12
5. Principal Underwriter and Distribution Plan.............. 13
6. Shareholder Servicing/Transfer Agent..................... 15
7. Custodian................................................ 15
8. Independent Public Accountants........................... 15
9. Portfolio Transactions................................... 15
10. Description of Shares.................................... 16
11. Pricing of Shares........................................ 18
12. Tax Status............................................... 19
13. Investment Results....................................... 22
14. Financial Statements..................................... 25
15. Appendix - Description of Short-term Debt Ratings........ 26
</TABLE>

1
<PAGE>

1. TRUST HISTORY

The Trust was organized as a Massachusetts business trust on September 30, 1999.

2. DESCRIPTION OF THE TRUST AND ITS INVESTMENTS AND RISKS

The Trust is a diversified open-end management investment company consisting of
three funds: Boston Advisors Money Market Fund ("Money Market Fund"), Boston
Advisors U.S. Government Money Market Fund ("U.S. Government Fund") and Boston
Advisors Tax Free Money Market Fund ("Tax Free Fund") (each a "Fund,"
collectively the "Funds").

The prospectus presents the investment objective and the principal investment
strategies and risks of the Funds. This section supplements the disclosure in
the Trust's prospectus and provides additional information on each Fund's
investment policies or restrictions.

Restrictions or policies stated as a maximum percentage of a Fund's assets are
only applied immediately after a portfolio investment to which the policy or
restriction is applicable. Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not be
considered in determining whether the investment complies with a Fund's
restrictions and policies.

Primary Investments. Each Fund intends to comply with the requirements of Rule
2a-7 under the Investment Company Act of 1940 (the "1940 Act"), which includes
restrictions on, among other things, the maturity and credit ratings of the
Fund's portfolio securities.

Under normal circumstances, each Fund will invest in high quality money market
securities with a maximum remaining maturity of 397 days from the date of
settlement of the purchase. Each Fund will maintain a dollar-weighted average
maturity of 90 days or less.

Money Market Instruments. The Money Market Fund may invest in short-term money
market instruments including commercial bank obligations and U.S. dollar
denominated commercial paper. Commercial bank obligations include certificates
of deposit, time deposits and bankers' acceptances. Obligations of branches of
U.S. and non-U.S. banks may be general obligations of the parent bank in
addition to the issuing branch, or may be limited to an obligation of that
branch by the terms of a specific obligation and by government regulation. As
with investments in non-U.S. securities generally, investments in the
obligations of foreign branches of U.S. banks and of foreign banks may subject
the Money Market Fund to investment risks that are different from those of
investments in obligations of domestic issuers.

Commercial paper consists of short-term unsecured promissory notes issued by
corporations in order to finance their current operations. The Money Market Fund
also may invest in variable amount master demand notes (which is a type of
commercial paper). These are a direct borrowing arrangement involving
periodically fluctuating rates of interest under a letter agreement. Transfer of
these notes is usually restricted by the issuer, and there is no secondary
trading market for these notes.

Certificates of Deposit. The Money Market Fund may invest in certificates of
deposit of banks and savings and loan associations.

2
<PAGE>

Investment in certificates of deposit issued by non-U.S. banks and non-U.S.
branches of U.S. banks involves risks that are different in some respects from
those associated with investment in certificates of deposit issued by U.S.
banks. These risks include the possible imposition of withholding taxes on
interest income, the possible adoption of governmental restrictions which might
adversely affect the payment of principal and interest on such certificates of
deposit, or other adverse political or economic developments. In addition, it
might be more difficult to obtain and enforce a judgment against non-U.S. banks
and non-U.S. branches of U.S. banks.

U.S. Government Securities. U.S. Government Fund may only invest in U.S.
government securities that are direct obligations of the U.S. Treasury. U.S.
government securities in which the Money Market and Tax Free Funds may invest
include debt obligations issued by the U.S. Treasury or issued or guaranteed by
an agency or instrumentality of the U.S. government, including the Central Bank
for Cooperatives, District of Columbia Armory Board, Export-Import Bank of the
U.S., Farmers Home Administration, Federal Farm Credit Banks, Federal Financing
Bank, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal National Mortgage Association ("FNMA"), General Services Administration,
Government National Mortgage Association ("GNMA"), Maritime Administration,
Resolution Trust Corporation, Small Business Administration, Student Loan
Marketing Association, Tennessee Valley Authority and various institutions that
previously were or currently are part of the Farm Credit System (which has been
undergoing reorganization since 1987). Some U.S. government securities, such as
U.S. Treasury bills, Treasury notes and Treasury bonds, which differ only in
their interest rates, maturities and times of issuance, are supported by the
full faith and credit of the United States. Others are supported by: (i) the
right of the issuer to borrow from the U.S. Treasury, such as securities of the
Federal Home Loan Banks; (ii) the discretionary authority of the U.S. Government
to purchase the agency's obligations, such as securities of the FNMA; or (iii)
only the credit of the issuer, such as securities of the Student Loan Marketing
Association.

No assurance can be given that the U.S. government will provide financial
support in the future to U.S. government agencies, authorities or
instrumentalities that are not supported by the full faith and credit of the
United States. Securities guaranteed as to principal and interest by the U.S.
government, its agencies, authorities or instrumentalities include: (i)
securities for which the payment of principal and interest is backed by an
irrevocable letter of credit issued by the U.S. government or any of its
agencies, authorities or instrumentalities; and (ii) participations in loans
made to foreign governments or other entities that are so guaranteed. The
secondary market for certain of these participations is limited and, therefore,
may be regarded as illiquid.

U.S. government securities may include zero coupon securities that may be
purchased when yields are attractive and/or to enhance portfolio liquidity. Zero
coupon U.S. government securities are debt obligations that are issued or
purchased at a significant discount from face value. The discount approximates
the total amount of interest the security will accrue and compound over the
period until maturity or the particular interest payment date at a rate of
interest reflecting the market rate of the security at the time of issuance.
Zero coupon U.S. government securities do not require the periodic payment of
interest. These investments benefit the issuer by mitigating its need for cash
to meet debt service, but also require a higher rate of return to attract
investors who are willing to defer receipt of cash. These investments may
experience greater volatility in market value than U.S. government securities
that make regular payments of interest. The Funds accrue income on these
investments for tax and accounting

3
<PAGE>

purposes, which is distributable to shareholders and which, because no cash is
received at the time of accrual, may require the liquidation of other portfolio
securities to satisfy the Funds' distribution obligations, in which case such
Funds will forego the purchase of additional income producing assets with these
proceeds. Zero coupon U.S. government securities include STRIPS and CUBES, which
are issued by the U.S. Treasury as component parts of U.S. Treasury bonds and
represent scheduled interest and principal payments on the bonds.

Mortgage-Backed Securities. The Money Market Fund may invest in mortgage pass-
through certificates and multiple-class pass-through securities, such as real
estate mortgage investment conduits ("REMIC") pass-through certificates,
collateralized mortgage obligations and stripped mortgage-backed securities
("SMBS"), and other types of "mortgage-backed securities" that may be available
in the future. A mortgage-backed security is an obligation of the issuer backed
by a mortgage or pool of mortgages or a direct interest in an underlying pool of
mortgages. Some mortgage-backed securities, such as collateralized mortgage
obligations ("CMOs"), make payments of both principal and interest at a variety
of intervals; others make semiannual interest payments at a predetermined rate
and repay principal at maturity (like a typical bond). Mortgage-backed
securities are based on different types of mortgages including those on
commercial real estate or residential properties. Mortgage-backed securities
often have stated maturities of up to thirty years when they are issued,
depending upon the length of the mortgages underlying the securities. In
practice, however, unscheduled or early payments of principal and interest on
the underlying mortgages may make the securities' effective maturity shorter
than this, and the prevailing interest rates may be higher or lower than the
current yield of a Fund's portfolio at the time a Fund receives the payments for
reinvestment. Mortgage-backed securities may have less potential for capital
appreciation than comparable fixed income securities, due to the likelihood of
increased prepayments of mortgages as interest rates decline. If a Fund buys
mortgage-backed securities at a premium, mortgage foreclosures and prepayments
of principal by mortgagors (which may be made at any time without penalty) may
result in some loss of a Fund's principal investment to the extent of the
premium paid.

Since faster than expected prepayments must usually be invested in lower
yielding securities, mortgage-backed securities are less effective than
conventional bonds at "locking in" a specified interest rate. Conversely, in a
rising interest rate environment, a declining prepayment rate will extend the
average life of many mortgage-backed securities. This possibility is often
referred to as extension risk. Extending the average life of a mortgage-backed
security increases the risk of depreciation due to future increases in market
interest rates.

The value of mortgage-backed securities may also change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities markets as a whole. Non-governmental
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
governmental issues.

Investing in mortgage-backed securities involves certain risks, including the
failure of a counterparty to meet its commitments, adverse interest rate changes
and the effects of prepayments on mortgage cash flows. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social and other factors and cannot be predicted with certainty.
Both adjustable rate mortgage loans and fixed rate mortgage loans may be subject
to a greater rate of principal prepayments in a declining interest rate
environment and to a lesser rate of principal prepayments in an increasing
interest rate environment. Under certain

4
<PAGE>

interest rate and prepayment rate scenarios, the Money Market Fund may fail to
recoup fully its investment in mortgage-backed securities notwithstanding any
direct or indirect governmental, agency or other guarantee. When the Money
Market Fund reinvests amounts representing payments and unscheduled prepayments
of principal, it may obtain a rate of interest that is lower than the rate on
existing adjustable rate mortgage pass-through securities. Thus, mortgage-backed
securities, and adjustable rate mortgage pass-through securities in particular,
may be less effective than other types of U.S. government securities as a means
of "locking in" interest rates.

Asset-Backed Securities. The Money Market Fund may invest in asset-backed
securities, which are securities that represent a participation in, or are
secured by and payable from, a stream of payments generated by particular
assets, most often a pool or pools of similar assets (e.g., trade receivables).
The credit quality of these securities depends primarily upon the quality of the
underlying assets and the level of credit support and/or enhancement provided.
The underlying assets (e.g., loans) are subject to prepayments which shorten the
securities' weighted average maturity and may lower their return. If the credit
support or enhancement is exhausted, losses or delays in payment may result if
the required payments of principal and interest are not made. The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the pool, the originator of the
pool, or the financial institution or trust providing the credit support or
enhancement.

Forward Commitments and When-Issued Securities. Each Fund may purchase
securities on a when-issued basis or purchase or sell securities on a forward
commitment basis. These transactions involve a commitment by the Fund to
purchase or sell securities at a future date. The price of the underlying
securities (usually expressed in terms of yield) and the date when the
securities will be delivered and paid for (the settlement date) are fixed at the
time the transaction is negotiated. When-issued purchases and forward
commitment transactions are negotiated directly with the other party, and such
commitments are not traded on exchanges, but may be traded over-the-counter.

A Fund will purchase securities on a when-issued basis or purchase or sell
securities on a forward commitment basis only with the intention of completing
the transaction and actually purchasing or selling the securities. If deemed
advisable as a matter of investment strategy, however, a Fund may dispose of or
renegotiate a commitment after entering into it. A Fund also may sell
securities it has committed to purchase before those securities are delivered to
the Fund on the settlement date. The Fund may realize a capital gain or loss in
connection with these transactions. For purposes of determining the Fund's
average dollar weighted maturity, the maturity of when-issued or forward
commitment securities will be calculated from the commitment date.

When a Fund purchases securities on a when-issued or forward commitment basis,
the Fund will maintain in a segregated account cash or securities having a value
(determined daily) at least equal to the amount of the Fund's purchase
commitments. In the case of a forward commitment to sell portfolio securities
subject to such commitment, the Fund will hold the portfolio securities, in a
segregated account while the commitment is outstanding. These procedures are
designed to ensure that the Fund will maintain sufficient assets at all times to
cover its obligations under when-issued purchases and forward commitments.

Variable Rate and Floating Rate Demand Instruments. The Money Market and Tax
Free Funds may purchase variable and floating rate demand instruments that are
tax exempt municipal

5
<PAGE>

obligations or other debt securities that possess a floating or variable
interest rate adjustment formula. These instruments permit a Fund to demand
payment of the principal balance plus unpaid accrued interest upon a specified
number of days' notice to the issuer or its agent. The demand feature may be
backed by a bank letter of credit or guarantee issued with respect to such
instrument.

The terms of the variable or floating rate demand instruments that a Fund may
purchase provide that interest rates are adjustable at intervals ranging from
daily up to six months, and the adjustments are based upon current market
levels, the prime rate of a bank or other appropriate interest rate adjustment
index has provided in the respective instruments. Some of these instruments are
payable on demand on a daily basis or on not more than seven days' notice.
Others, such as instruments with quarterly or semiannual interest rate
adjustments, may be put back to the issuer on designated days on not more than
thirty days' notice. Still others are automatically called by the issuer unless
a Fund instructs otherwise. The Trust, on behalf of a Fund, intends to exercise
the demand only (1) upon a default under the terms of the debt security, (2) as
needed to provide liquidity to a Fund, (3) to maintain the respective quality
standards of a Fund's investment portfolio, or (4) to attain a more optimal
portfolio structure. A Fund will determine the variable or floating rate demand
instruments that it will purchase in accordance with procedures approved by the
Trustees to minimize credit risks. Accordingly, any variable or floating rate
demand instruments must satisfy a Fund's credit criteria with respect to both
its long-term and short-term ratings, except that where credit support is
provided, a Fund may rely solely upon the short-term rating of the variable or
floating rate demand instrument, i.e., the right to sell. To be eligible for
purchase of a Fund, a variable or floating rate demand instrument which is
unrated must have quality characteristics similar to those of other obligations
in which the Fund may invest. Boston Advisors may determine that an unrated
variable or floating rate demand instrument meets a Fund's quality criteria by
reason of being backed by a letter of credit or guarantee issued by a bank that
meets the quality criteria for a Fund. Thus, either the credit of the issuer of
the obligation or the guarantor bank or both will meet the quality standards of
the Fund.

Money Market and Tax Free Funds may invest in participating interests in
variable or floating rate tax-exempt obligations held by financial institutions
(usually commercial banks). Such participation interests provide a Fund with a
specific undivided interest (up to 100%) in the underlying obligation and the
right to demand payment of its proportional interest in the unpaid principal
balance plus accrued interest from the financial institution upon a specific
number of days' notice. In addition, the participation interest generally is
backed by an irrevocable letter of credit or guarantee from the institution. The
financial institution usually is entitled to a fee for servicing the obligation
and providing the letter of credit.

Municipal Obligations. Tax Free Fund invests in municipal obligations. Municipal
obligations are issued by or on behalf of states, territories and possessions of
the United States and their political subdivisions, agencies, authorities and
instrumentalities and the District of Columbia to obtain funds for various
public purposes. The interest on most of these obligations is general exempt
from regular federal income tax. The two principal classifications of municipal
obligations are "notes" and "bonds."

Notes. Municipal notes are generally used to provide for short-term capital
needs and generally have maturities of one year or less. Municipal notes
include tax anticipation notes, revenue

6
<PAGE>

anticipation notes, bond anticipation notes, tax and revenue anticipation notes,
construction loan notes, tax-exempt commercial paper and certain receipts for
municipal obligations.

Tax anticipation notes are sold to finance working capital needs to
municipalities. They are generally payable from specific tax revenues expected
to be received at a future date. They are usually general obligations of the
issuer, secured by the taxing power for payment of principal and interest.
Revenue anticipation notes are issued in expectation of receipt of other types
of revenue such as federal revenues available under the Federal Revenue Sharing
Program. Tax anticipation notes and revenue anticipation notes are generally
issued in anticipation of various seasonable revenues such as income, sales, use
and business taxes. Bond anticipation notes are sold to provide interim
financing in anticipation of long-term financing in the market. In most cases,
these monies provided for the repayment of the notes. Construction loan notes
are sold to provide construction financing. These notes are secured by mortgage
notes insured by the Federal Housing Authority; however, the proceeds from the
issuance may be less than the economic equivalent of the payment of principal
and interest on the mortgage note if there had been a default. Tax-exempt
commercial paper consists of short-term unsecured promissory notes issued by a
state or local government or an authority or agency thereof.

The Funds which invest in municipal obligations may also acquire securities in
the form of custodial receipts which evidence ownership of future interest
payments, principal payments or both on certain state and local governmental and
authority obligations if, in the opinion of bond counsel, interest payments with
respect to such custodial receipts are excluded from gross income for federal
income tax purposes. These obligations are held in custody by a bank on behalf
of the holders of the receipts. These custodial receipts are known by various
names, including "Municipal Receipts" ("Mrs") and "Municipal Certificates of
Accrual on Tax-Exempt Securities" ("M-CATS"). There are a number of other types
of notes issued for different purposes and secured differently from those
described above.

Bonds. Municipal bonds, which generally meet longer term detail needs and have
maturities or more than one year when issued, have two principal
classifications, "general obligation" bonds and "revenue" bonds.

General obligation bonds are issued by entities such as states, counties,
cities, towns and regional districts and are used to fund a wide range of public
projects including the construction or improvement of schools, highways and
roads, water and sewer systems and a variety of other public purposes. The
basic security of general obligation bonds is the issuer's pledge of its faith,
credit and taxing power for the payment of principal and interest. The taxes
that can be levied for the payment of debt service may be limited or unlimited
as to rate or amount or special assessments.

Revenue bonds have been issued to fund a wide variety of capital projects
including: electric, gas, water and sewer systems; highways, bridges and
tunnels; port and airport facilities; colleges and universities; and hospitals.
The principal security for a revenue bond is generally the net revenues derived
from a particular facility or group of facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may also be
used to make principal and interest payments on the issuer's obligations.
Housing finance authorities have a wide range of security including partially or
fully insured, rent subsidized and/or collateralized mortgages, and/or the net
revenues from

7
<PAGE>

housing or other public projects. In addition to a debt service reserve fund,
some authorities provide further security in the form of a state's ability
(without obligation) to make up deficiencies in the debt service reserve fund.
Lease rental revenue bonds issued by a state or local authority for capital
projects are secured by annual lease rental payments from the state or locality
to the authority sufficient to cover debt service on the authority's
obligations.

Private activity bonds (a term that includes certain types of bonds, the
proceeds of which are used to a specified extent for the benefit of persons
other than governmental units), although nominally issued by municipal
authorities, are generally not secured by the taxing power of the municipality
but are secured by the revenues of the authority derived from payments by the
industrial user.

Municipal bonds with a series of maturity dates are called serial bonds. The
serial bonds which a Fund may purchase are limited to short-term serial
bonds --those with original or remaining maturities of thirteen months or less.
A Fund may purchase long-term bonds provided that they have a remaining maturity
of thirteen months or less or, in the case of bonds called for redemption, the
date on which the redemption payment must be made is within thirteen months. A
Fund may also purchase long-term bonds (sometimes referred to as "Put Bonds"),
which are subject to a Fund's commitment to put the bond back to the issuer at
par at a designated time within thirteen months and the issuer's commitment to
so purchase the bond at such price and time.

A tender option bond is a municipal obligation (generally held pursuant to a
custodial arrangement) having a relatively long maturity and bearing interest at
a fixed rate substantially higher than prevailing short-term tax-exempt rates.
The bond is typically issued in conjunction with the agreement of a third party,
such as a bank, broker-dealer or other financial institution, pursuant to which
such institution grants the security holder the option, at periodic intervals,
to tender their securities to the institution and receipt the face value
thereof. As consideration for providing the option, the financial institution
receives periodic fees equal to the difference between the bond's fixed coupon
rate and the rate, as determined by a remarketing or similar agent at or near
the commencement of such period, that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. Thus, after
payment of this fee, the security holder effectively holds a demand obligation
that bears interest at the prevailing short-term tax-exempt rate. However, an
institution will not be obligated to accept tendered bonds in the event of
certain defaults by, or a significant downgrading in the credit rating assigned
to, the issuer of the bond.

The tender option will be taken into consideration in determining the maturity
of tender option bonds and the average portfolio maturity of each Fund. The
liquidity of a tender option bond is a function of the credit quality of both
the bond issuer and the financial institution providing liquidity.
Consequently, tender option bonds are deemed to be liquid unless, in the opinion
of Boston Advisors, the credit quality of the bond issuer and the financial
institution is deemed, in light of the relevant Fund's credit quality
requirements, to be inadequate.

In addition to general obligation bonds, revenue bonds and series bonds, there
are a variety of hybrid and special type of municipal obligations as well as
numerous differences in the security of municipal obligations both within and
between the two principal classifications above.

Yields on municipal obligations depend on a variety of factors; including money
market conditions, municipal bond market conditions, the size of a particular
offering, the maturity of the

8
<PAGE>

obligation and the quality of the issue. High quality municipal obligations tend
to have a lower yield than lower rated obligations. Municipal obligations are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws,
if any, which may be enacted by Congress or state legislatures extending the
time of payment of principal or interest, or both, or imposing other constraints
upon enforcement of such obligations or municipalities to levy taxes. There is
also the possibility that as a result of litigation or other conditions the
power or ability of any one or more issuers to pay when due principal of and
interest on its or their municipal obligations may be materially affected.

Standby Commitments. In order to enhance the liquidity, stability or quality of
municipal obligations, Money Market and Tax Free Funds may each acquire the
right to sell a security to another party at a guaranteed price and date. Such
a right to resell may be referred to as a put, demand feature or "standby
commitment," depending on its characteristics. The aggregate price which a Fund
pays for securities with standby commitments may be higher than the price which
otherwise would be paid for the securities. Standby commitments may not be
available or may not be available on satisfactory terms.

Standby commitments may involve letters of credit issued by U.S. or non-U.S.
banks supporting the other party's ability to purchase the security from the
Fund. The right to sell may be exercisable on demand or at specific intervals,
and may form part of a security or be acquired separately by a Fund. In
considering whether a security meets a Fund's quality standards, Boston Advisors
will look to the creditworthiness of the party providing the Fund with the right
to sell as well as the quality of the security itself.

Illiquid Securities. None of the Funds will invest more than 10% of its net
assets in illiquid and other securities that are not readily marketable.
Repurchase agreements maturing in more than seven days will be included for
purposes of the foregoing limit. Securities subject to restrictions on resale
under the Securities Act of 1933, as amended (the "1933 Act"), are considered
illiquid unless they are eligible for resale pursuant to Rule 144A or another
exemption from the registration requirements of the 1933 Act and are determined
to be liquid by Boston Advisors. Boston Advisors determines the liquidity of
Rule 144A and other restricted securities according to procedures adopted by the
Board of Trustees. The Board of Trustees monitors Boston Advisors' application
of these guidelines and procedures. The inability of a Fund to dispose of
illiquid investments readily or at reasonable prices could impair a Fund's
ability to raise cash for redemptions or other purposes.

Restricted securities are subject to each fund's investment restriction on
illiquid investments, unless they are commercial paper offered in accordance
with Section 4(2) of the 1933 Act or securities eligible for resale in reliance
on Rule 144A under the 1933 Act. Section 4(2) commercial paper and Rule 144A
securities will not be subject to a fund's investment restriction on illiquid
investments if the manager determines, in accordance with policies and
procedures adopted by the board, that these securities are in fact liquid.
These policies and procedures require the manager to consider, among other
things, (1) the frequency of trades and quotes for the security, (2) the number
of dealers willing to sell the security, (3) the number of potential purchasers,
(4) dealer undertakings to make a market in the security, (5) the nature of the
security and (6) the time needed to dispose of the security. The board
periodically reviews purchases and sales of Section 4(2) commercial paper and
Rule 144A securities by each fund. To the extent that liquid Section 4(2)
commercial paper or Rule 144A securities held by a fund become temporarily

9
<PAGE>

illiquid, due to the lack of sufficient qualified institutional buyers or market
or other conditions, the percentage of assets invested in illiquid assets would
increase.

Repurchase Agreements. Each Fund may enter into repurchase agreements with
broker-dealers, member banks of the Federal Reserve System and other financial
institutions. Repurchase agreements are arrangements under which a Fund
purchases securities and the seller agrees to repurchase the securities within a
specific time and at a specific price. The repurchase price is generally higher
than the Fund's purchase price, with the difference being income to the Fund.
The Board of Trustees reviews and monitors the creditworthiness of any
institution which enters into a repurchase agreement with a Fund. The
counterparty's obligations under the repurchase agreement are collateralized
with U.S. Treasury and/or agency obligations with a market value of not less
than 100% of the obligations, valued daily. Repurchase agreements afford a Fund
an opportunity to earn income on temporarily available cash at low risk. In the
event of commencement of bankruptcy or insolvency proceedings with respect to
the seller of the security before repurchase of the security under a repurchase
agreement, a Fund may encounter delay and incur costs before being able to sell
the security. Such a delay may involve loss of interest or a decline in price
of the security. If the court characterizes the transaction as a loan and the
Fund has not perfected a security interest in the security, such Fund may be
required to return the security to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, such Fund would be
at risk of losing some or all of the principal and interest involved in the
transaction.

Asset Segregation. The 1940 Act requires that each Fund segregate assets in
connection with certain types of transactions that may have the effect of
leveraging such Fund's portfolio. If a Fund enters into a transaction requiring
segregation, such as a forward commitment, the custodian or Boston Advisors will
segregate liquid assets in an amount required to comply with the 1940 Act.
These segregated assets will be valued at market daily. If the aggregate value
of such segregated assets declines below the aggregate value required to satisfy
the 1940 Act, additional liquid assets will be segregated.

Investment Restrictions. Each Fund will not purchase securities during the
coming year at any time that outstanding borrowings exceed 5% of such Fund's
total assets.

FUNDAMENTAL INVESTMENT RESTRICTIONS. Each Fund has adopted certain investment
restrictions which, along with such Fund's investment objective, may not be
changed without the affirmative vote of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of such Fund. For
this purpose, a majority of the outstanding shares of a Fund means the vote of
the lesser of:

1. 67% or more of the shares represented at a meeting, if the holders of more
than 50% of the outstanding shares are present in person or by proxy, or

2. more than 50% of the outstanding shares of the Fund.

Each Fund may not:

(1) except with respect to investments in obligations of (a) the U.S.
Government, its agencies, authorities or instrumentalities and (b) domestic
banks, each fund may not purchase any security

10
<PAGE>

if, as a result (i) more than 5% of its assets would be invested in the
securities of any one issuer, or (ii) more than 25% of its assets would be
invested in a particular industry;

(2) borrow money, except (a) borrow from banks or through reverse repurchase
agreements in an amount up to 33 1/3% of the Fund's total assets (including the
amount borrowed); (b) to the extent permitted by applicable law, borrow up to an
additional 5% of the Fund's assets for temporary purposes; (c) obtain such
short-term credits as are necessary for the clearance of portfolio transactions;
(d) the Fund may purchase securities on margin to the extent permitted by
applicable law; and (e) engage in transactions in mortgage dollar rolls that are
accounted for as financings.

(3) invest in real estate, except that the Fund may invest in securities of
issuers that invest in real estate or interests therein, securities that are
secured by real estate or interests therein, securities of real estate
investment trusts and mortgage-backed securities.

(4) invest in commodities or commodity futures contracts, excluding transactions
in financial derivative contracts, such as forward currency contracts; financial
futures contracts and options on financial futures contracts; options on
securities, currencies and financial indices; and swaps, caps, floors, collars
and swaptions, as permitted by the fund's prospectus and this statement of
additional information.

(5) make loans to any person, except by (a) the purchase of a debt obligation in
which the Fund is permitted to invest (b) engaging in repurchase agreements and
(c) lending portfolio securities;

(6) act as an underwriter, except as it may be deemed to be an underwriter in a
sale of restricted securities;

(7) issue senior securities, except to the extent permitted by the 1940 Act;

(8) purchase a security if such purchase would cause the Fund to be non-
diversified under the 1940 Act.

The term "person" as used in fundamental investment restriction no. 5 includes
institutions as well as individuals.

3. MANAGEMENT OF THE TRUST

The Trust's Board of Trustees provides broad supervision over the affairs of the
Trust. The officers of the Trust are responsible for the Trust's operations.
The Trustees and executive officers of the Trust are listed below, together with
their principal occupations during the past five years. An asterisk indicates
those Trustees who are interested persons of the Trust within the meaning of the
1940 Act.

11
<PAGE>

<TABLE>
<CAPTION>
Name, Address and Age Position(s) Held with Trust Principal Occupation(s) During
Past 5 Years
<S> <C> <C>

Michael J. Vogelzang President and Trustee Boston Advisors, Inc.,
100 Federal Street President and Chief Investment
Boston, MA 02110 Officer, 4/99 - present; Senior
Age: 38 Vice President and Chief
Investment Officer, 8/97 -
4/99. Freedom Capital
Management Corp., Senior Vice
President and Portfolio
Manager, 9/91 - 8/97.

Todd A. Finkelstein Vice President Boston Advisors, Inc.,
100 Federal Street Senior Vice President and
Boston, MA 02110 Director of Fixed Income,
Age: 40 8/98 - present; BankBoston,
Vice President and Senior
Investment Officer, 12/94 -8/98.

Donna C. McAdam Treasurer Boston Advisors, Inc.
100 Federal Street Vice President and Chief Operating
Boston, MA 02110 Officer, 4/87 - present.
Age: 53

</TABLE>

Compensation of Officers and Trustees. The Trust pays no salaries or
compensation to any of its officers. The Trust compensates each Trustee who is
not affiliated with Boston Advisors or Advest with [a base fee, per meeting
fees, and annual committee participation fees for each committee member or
chairperson.] The table below illustrates the compensation that each
unaffiliated Trustee expects to receive for his or her services for the fiscal
year ending February 28, 2001.

12
<PAGE>

<TABLE>
<CAPTION>
Name of Person, Aggregate Pension or Estimated Annual Total Compensation
Position Compensation Retirement Benefits Upon From Trust and Trust
From Trust Benefits Accrued Retirement Complex Paid to
As Part of Fund Trustees
Expenses
<S> <C> <C> <C> <C>
</TABLE>

4. INVESTMENT ADVISER

The Trust has contracted with Boston Advisors to act as its investment adviser.
Boston Advisors is a wholly owned subsidiary of Advest, Inc. ("Advest"), which
is a subsidiary of The Advest Group, Inc. ("Advest Group"). Advest Group is
engaged in the financial services business in the U.S. and other countries.
Certain Trustees or officers of the Trust are also Trustees and/or officers of
Advest and its subsidiaries (see management biographies above).

As the Trust's investment adviser, Boston Advisors provides the Trust with
investment research, advice and supervision and furnishes an investment program
for the Trust consistent with each Fund's investment objective and policies,
subject to the supervision of the Trust's Trustees. Boston Advisors determines
what portfolio securities will be purchased or sold, arranges for the placing of
orders for the purchase or sale of portfolio securities, selects brokers or
dealers to place those orders, maintains books and records with respect to each
Fund's securities transactions, and reports to the Trustees on each Fund's
investments and performance.

Under the terms of its contract with the Trust, Boston Advisors pays all the
operating expenses, including executive salaries and the rental of office space,
relating to its services for the Trust. Except for the services provided by
Boston Advisors, the Trust pays all of its own ordinary and extraordinary
expenses, including, but not limited to: (a) charges and expenses for fund
accounting, pricing and appraisal services and related overhead, including, to
the extent such services are performed by personnel of Boston Advisors or its
affiliates, office space and facilities and personnel compensation, training and
benefits; (b) the charges and expenses of auditors; (c) the charges and expenses
of any custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Trust with respect to the Funds; (d) issue and
transfer taxes, chargeable to the Trust in connection with securities
transactions to which the Funds are a party; (e) insurance premiums, interest
charges, dues and fees for membership in trade associations and all taxes and
corporate fees payable by the trust to federal, state or other governmental
agencies; (f) fees and expenses involved in registering and maintaining
registrations of the Trust and/or its shares with the SEC, state blue sky
securities agencies and the securities regulators of foreign countries,
including the preparation of prospectuses and statements of additional
information for filing with the SEC; (g) all expenses of shareholders' and

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Trustees' meetings and of preparing, printing and distributing prospectuses,
notices, proxy statements and all reports to shareholders and to governmental
agencies; (h) charges and expenses of legal counsel to the Trust and the
Trustees; (i) any distribution or service fees paid by the Trust in accordance
with Rule 12b-1 promulgated by the SEC pursuant to the 1940 Act; (j)
compensation of those Trustees of the Trust who are not affiliated with or
interested persons of Boston Advisors or the Funds (other than as Trustees); (k)
the cost of preparing and printing share certificates; and (l) interest on
borrowed money, if any.

In addition to the expenses described above, the Funds shall pay brokers' and
underwriting commissions chargeable to the Funds in connection with securities
transactions to which the Funds are a party. The Trustees' approval of and the
terms, continuance and termination of the management contract are governed by
the 1940 Act and the Investment Advisers Act of 1940, as applicable. Pursuant to
the management contract, Boston Advisors will not be liable for any error of
judgment or mistake of law or for any loss sustained by reason of the adoption
of any investment policy or the purchase, sale or retention of any securities on
the recommendation of Boston Advisors. Boston Advisors, however, is not
protected against liability by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under the management contract.

Advisory Fee. As compensation for its management services to the Trust, each
Fund pays Boston Advisors a fee at the annual rate of 0.50% of the Fund's
average daily net assets. This fee is normally computed and accrued daily and
paid monthly.

5. PRINCIPAL UNDERWRITER AND DISTRIBUTION PLANS

Principal Underwriter. Advest, 90 State House Square, Hartford, Connecticut
06103, is the principal underwriter for the Trust in connection with the
continuous offering of its shares. Boston Advisors is an indirect, wholly owned
subsidiary of Advest, which is a subsidiary of Advest Group.

The Trust entered into an underwriting agreement with Advest which provides that
Advest will bear expenses for the distribution of the Trust's shares, except for
expenses incurred by Advest for which it is reimbursed or compensated by the
Trust under the distribution plans (discussed below). Advest bears all expenses
it incurs in providing services under the underwriting agreement. These expenses
include compensation to its employees and representatives and to securities
dealers for distribution-related services performed for the Trust. Advest also
pays certain expenses in connection with the distribution of the Trust's shares,
including the cost of preparing, printing and distributing advertising or
promotional materials, and the cost of printing and distributing prospectuses
and supplements to prospective shareholders. The Trust bears the cost of
registering its shares under federal and state securities law and the laws of
certain foreign countries. Under the underwriting agreement, Advest will use its
best efforts in rendering services to the Trust.

The Trust will not generally issue fund shares for consideration other than
cash. At the Trust's sole discretion, however, it may issue fund shares for
consideration other than cash in connection with a bona fide reorganization,
statutory merger or other acquisition of portfolio securities.

The redemption price of shares of beneficial interest of the Trust may, at
Boston Advisors' discretion, be paid in cash or portfolio securities. If
redemption proceeds are paid in securities,

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<PAGE>

these securities are valued at the value employed in determining a Fund's net
asset value. A shareholder whose shares are redeemed in-kind may incur brokerage
charges in selling the securities received in-kind. The selection of these
securities will be made in such manner as the Board of Trustees deems fair and
reasonable.

Distribution Plan. The Trust has adopted a plan of distribution (the "Plan")
pursuant to Rule 12b-1 under the 1940 Act with respect to its Class 1 shares.
Pursuant to the Plan, a distribution and service fee of 0.25% of a Fund's
average daily net assets attributable to Class 1 shares is paid to Advest.
Because of the Plan, long-term shareholders may pay more than the economic
equivalent of the maximum sales charge permitted by the National Association of
Securities Dealers, Inc. (the "NASD").

Advest may pay up to the entire fee under the Plan to its own representatives or
to other dealers for providing services in connection with the sale of a Fund's
shares. To the extent this fee is not paid to others, Advest may retain this fee
as compensation for its services and expenses incurred in accordance with the
Plan. [The Plan is a compensation plan, which provides for payment of a
specified fee without regard to the actual expense incurred by Advest. If its
fee exceeds its expense, Advest will realize a profit. If the Plan was
terminated by Trustees of the Trust and a successor plan was adopted, the Funds
would cease to make payments under the Plan and Advest would be unable to
recover any unreimbursed expenses.]

In accordance with the terms of the Plan, Advest provides to the Trust for
review by the Trustees a quarterly written report of the amounts expended under
the Plan and the purposes for which such expenditures were made. In the
Trustees' quarterly review of the Plan, they will consider the continued
appropriateness and the level of reimbursement or compensation the Plan
provides.

No interested person of the Trust, nor any Trustee of the Trust who is not an
interested person of the Trust, has any direct or indirect financial interest in
the operation of the Plan except to the extent that Advest and certain of its
employees may be deemed to have such an interest as a result of receiving a
portion of the amounts expended under the Plan by the Trust.

The Plan's adoption, terms, continuance and termination are governed by Rule
12b-1 under the 1940 Act. The Board of Trustees believes that there is a
reasonable likelihood that the Plan will benefit the Trust and its current and
future shareholders. The Plan may not be amended to increase materially the
annual percentage limitation of average net assets which may be spent for the
services described therein without approval of the shareholders of the Fund
affected thereby. Material amendments of the Plan must also be approved by the
Trustees as provided in Rule 12b-1.

6. SHAREHOLDER SERVICING/TRANSFER AGENT

The Trust has contracted with [Advest] to act as shareholder servicing and
transfer agent for the Trust.

Under the terms of its contract with the Trust, [Advest] services shareholder
accounts, and its duties include: (i) processing sales, redemptions and
exchanges of shares of each Fund; (ii) distributing dividends and capital gains
associated with the each Fund's portfolio; and (iii) maintaining account records
and responding to shareholder inquiries.

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7. CUSTODIAN

Investors Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts
02116, is the custodian of the Trust's assets. The custodian's responsibilities
include safekeeping and controlling the Trust's cash and securities, handling
the receipt and delivery of securities, and collecting interest and dividends
(if any) on the Trust's investments.

8. INDEPENDENT PUBLIC ACCOUNTANTS

PricewaterhouseCoopers LLP, One Post Office Square, Boston, Massachusetts 02109,
is the Trust's independent public accountant, providing audit services, tax
return review, and assistance and consultation with respect to the preparation
of filings with the SEC.

9. PORTFOLIO TRANSACTIONS

Boston Advisors places the portfolio transactions of the Funds and of all other
accounts managed by Boston Advisors for execution with many firms. Boston
Advisors uses its best efforts to obtain execution of portfolio transactions at
prices which are advantageous to each Fund and at reasonably competitive spreads
or (when a disclosed commission is being charged) at reasonably competitive
commission rates. In seeking such execution, Boston Advisors will use its best
judgment in evaluating the terms of a transaction, and will give consideration
to various relevant factors, including without limitation the size and type of
the transaction, the nature and character of the market for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the general execution and operational capabilities of the broker-
dealer, the general execution and operational capabilities of the firm, the
reputation, reliability, experience and financial condition of the firm, the
value and quality of the services rendered by the firm in this and other
transactions, and the reasonableness of the spread or commission, if any.
Securities purchased and sold by the Funds are generally traded in the over-the-
counter market on a net basis (i.e., without commission) through broker-dealers
and banks acting for their own account rather than as brokers, or otherwise
involve transactions directly with the issuer of such securities.

Boston Advisors and its affiliates are active as investors, dealers and/or
underwriters in many types of municipal and money market instruments. These
activities could affect the markets for those instruments which the Funds buy,
hold or sell. In certain instances there may be securities which are suitable
for a Fund's portfolio as well as for one or more of the other clients of Boston
Advisors. Investment decisions for each Fund and for Boston Advisor's other
clients are made with a view of achieving their respective investment
objectives. It may develop that a particular security is bought or sold for only
one client even though it might be held by, or bought or sold for, other
clients. Likewise, a particular security may be bought for one or more clients
when one or more other client are selling the same security. Some simultaneous
transactions are inevitable when several clients receive investment advice from
the same investment adviser, particularly when the same security is suitable for
the investment objectives of more than one client. When two or more clients are
simultaneously engaged in the purchase or sale of the same security, the
securities are allocated among clients in a manner believed to be equitable to
each. It is recognized that in some cases this system could have a detrimental
effect on the price or volume of the security in a particular transaction as far
as a Fund is concerned. Each Fund believes that over time its ability to
participate in volume transactions will produce better executions for the Funds.

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<PAGE>

Pursuant to certain directed brokerage arrangements with third-party broker-
dealers, these broker-dealers may pay certain of the Trust's custody expenses.

10. DESCRIPTION OF SHARES

As an open-end management investment company, the Trust continuously offers its
shares to the public and under normal conditions must redeem its shares upon the
demand of any shareholder at the next determined net asset value per share.
When issued and paid for in accordance with the terms of the prospectus and
statement of additional information, shares of the Trust are fully paid and non-
assessable. Shares will remain on deposit with the Trust's transfer agent and
certificates will not normally be issued.

The Trust's Declaration of Trust, dated September 30, 1999, (the "Declaration"),
permits the Board of Trustees to authorize the issuance of an unlimited number
of full and fractional shares of beneficial interest which may be divided into
such separate series as the Trustees may establish. Currently, the Trust
consists of three series: Boston Advisors Money Market Fund, Boston Advisors
U.S. Government Fund and Boston Advisors Tax Free Fund. The Trustees may,
however, establish additional series of shares and may divide or combine the
shares into a greater or lesser number of shares without thereby changing the
proportionate beneficial interests in the Trust.

The Declaration further authorizes the Trustees to classify or reclassify any
series of the shares into one or more classes. Pursuant thereto, the Trustees
have authorized the issuance of two classes of shares of the Trust, designated
as Class 1 shares and Class 2 shares. Each share of a class of the Trust
represents an equal proportionate interest in the assets of the Trust allocable
to that class. Upon liquidation of a Fund, shareholders of each class of such
Fund are entitled to share pro rata in such Fund's net assets allocable to such
class available for distribution to shareholders. The Trust reserves the right
to create and issue additional series or classes of shares, in which case the
shares of each class of a series would participate equally in the earnings,
dividends and assets allocable to that class of the particular series.

The shares of each class represent an interest in the same portfolio of
investments of the Funds. Each class has equal rights as to voting, redemption,
dividends and liquidation, except that each class bears different distribution
and transfer agent fees and may bear other expenses properly attributable to the
particular class. Class 1 shareholders have exclusive voting rights with respect
to the Rule 12b-1 plan adopted by holders of those shares in connection with the
distribution of shares.

Shareholders are entitled to one vote for each share held and may vote in the
election of Trustees and on other matters submitted to a meeting of
shareholders. Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. The Trust is not required, and does not intend, to hold annual
shareholder meetings although special meetings may be called for the purpose of
electing or removing Trustees, changing fundamental investment restrictions or
approving a management contract or Rule 12b-1 plan.

The shares of each series of the Trust are entitled to vote separately to
approve investment advisory agreements or changes in investment restrictions,
but shareholders of all series vote

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<PAGE>

together in the election and selection of Trustees and accountants. Shares of
all series of the Trust vote together as a class on matters that affect all
series in substantially the same manner. As to matters affecting a single series
or class, shares of such series or class will vote separately. No amendment
adversely affecting the rights of shareholders may be made to the Declaration
without the affirmative vote of a majority of the Trust's shares. Shares have no
preemptive or conversion rights.

As a Massachusetts business trust, the Trust's operations are governed by the
Declaration. A copy of the Declaration is on file with the office of the
Secretary of State of Massachusetts and as an Exhibit to the Trust's
registration statement on Form N-1A. The Trust is an entity of the type commonly
known as a "Massachusetts business trust," which is the form in which many
mutual funds are organized. Under Massachusetts law, shareholders of such a
trust may, under certain circumstances, be held personally liable as partners
for the obligations of the trust. The Declaration contains an express disclaimer
of shareholder liability for acts or obligations of the Trust. Notice of such
disclaimer will normally be given in each agreement, obligation or instrument
entered into or executed by the Trust or the Trustees. The Declaration provides
for indemnification by the relevant series of the Trust (including each Fund)
for any loss suffered by a shareholder as a result of an obligation of such
series. The Declaration also provides that the Trust shall, upon request, assume
the defense of any claim made against any shareholder for any act or obligation
of the Trust and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which a Fund is unable to meet its obligations. The Trustees
believe that, in view of the above, the risk of personal liability of
shareholders is not material.

The Declaration provides that the Trustees of the Trust shall not be liable for
any action taken by them in good faith, and that they shall be fully protected
in relying in good faith upon the records of the Trust and upon reports made to
the Trust by persons selected in good faith by the Trustees as qualified to make
such reports. The Declaration further provides that the Board of Trustees will
not be liable for errors of judgment or mistakes of fact or law. The Declaration
provides that the Trust will indemnify the Trustees and officers of the Trust
against liabilities and expenses reasonably incurred in connection with
litigation in which they may be involved because of their positions with the
Trust, unless it is determined in the manner provided in the Declaration that
they may have not acted in good faith in the reasonable belief that, in the case
of conduct in their official capacity with the Trust, such conduct was in the
best interests of the Trust, and in all other cases, that the conduct was at
least not opposed to the best interest of the Trust (and in the case of any
criminal proceeding, they had no reasonable cause to believe that the conduct
was unlawful). However, nothing in the Declaration or the By-laws protects or
indemnifies a Trustee or officer against any liability to which they would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of their
office.

11. PRICING OF SHARES

The net asset value per share of each class of the Trust is determined as of the
close of regular trading on the Exchange (normally 4:00 p.m. Eastern time) on
each day on which the Exchange is open for trading. As of the date of this
statement of additional information, the Exchange is open for trading every
weekday except for the following holidays: New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.

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<PAGE>

The net asset value per share of each class of a Fund is computed by taking the
value of all of a Fund's assets attributable to a class, less the Fund's
liabilities attributable to that class, and dividing the result by the number of
outstanding shares of that class. For purposes of determining net asset value,
expenses of the classes of the Fund are accrued.

Except as set forth in the following paragraph, each Fund's portfolio
investments are valued on each business day using the amortized cost method.
This method involves valuing an instrument at its cost and, thereafter, assuming
a constant amortization to maturity of any discount or premium, regardless of
the impact of fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price a Fund would receive if it sold the investment. During periods of
declining interest rates, the yield on shares of a Fund computed as described
below may tend to be higher than a like computation made by a fund with
identical investments utilizing a method of valuation based upon market prices
and estimates of market prices for all of its portfolio investments. Thus, if
the use of amortized cost by a Fund resulted in a lower aggregate portfolio
value on a particular day, a prospective investor in that Fund would be able to
obtain a somewhat higher yield than would result from investment in a fund
utilizing solely market values. The converse would apply in a period of rising
interest rates.

Standby commitments will be valued at zero in determining net asset value.
"When-issued" securities will be valued at the value of the security at the time
the commitment to purchase is entered into.

The valuation of a Fund's portfolio investments based upon their amortized cost
and the concomitant expectation to maintain such Fund's per share net asset
value of $1.00 is permitted in accordance with Rule 2a-7 under the 1940 Act.
Rule 2a-7 requires the Funds to adhere to certain conditions. The Trustees have
established procedures designed to stabilize, to the extent reasonably possible,
the price per share of each class of the Trust for the purpose of maintaining
sales and redemptions at a single value. It is the intention of the Funds to
maintain each class' per share net asset value of $1.00 but there can be no
assurance of this. Such procedures will include review of the Funds' portfolio
holdings by the Trustees, at such intervals as they may deem appropriate, to
determine whether a Fund's net asset value per class calculated by using
available market quotations deviates from $1.00 per share and, if so, whether
such deviation may result in material dilution or is otherwise unfair to
existing shareholders. In the event the Trustees determine that such a
deviation exists, they have agreed to take such corrective action as they regard
as necessary and appropriate, including: (i) selling portfolio instruments prior
to maturity to realize capital gains or losses or to shorten average portfolio
maturity; (ii) offsetting each shareholder's pro rata portion of the deviation
between the net asset value and $1 from the shareholder's account and unpaid
dividends; (iii) reducing or increasing the number of outstanding shares on a
pro rata basis; or (iv) establishing a net asset value per share by using
available market quotations.

12. TAX STATUS

It is each Fund's policy to meet the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code") for qualification as a
separate regulated investment company. These requirements relate to the sources
of a Fund's income, the diversification of its assets and

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<PAGE>

the distribution of its income to shareholders. If a Fund meets all such
requirements and distributes to its shareholders, in accordance with the Code's
timing and other requirements, all investment company taxable income, net tax-
exempt interest, and net capital gain, if any, which it earns, the Fund will be
relieved of the necessity of paying federal income tax.

If a Fund did not qualify as a regulated investment company, it would be treated
as a U.S. corporation subject to federal income tax. Under the Code, each Fund
will be subject to a nondeductible 4% excise tax on a portion of its
undistributed ordinary income (not including tax-exempt interest) and capital
gains if it fails to meet certain distribution requirements with respect to each
calendar year. Each Fund intends to make distributions in a timely manner and
accordingly does not expect to be subject to the excise tax.

In order to qualify as a regulated investment company under Subchapter M, each
Fund must, among other things, derive at least 90% of its annual gross income
from interest, gains from the sale or other disposition of securities and
certain other income (the "90% income test"), and satisfy certain annual
distribution and quarterly diversification requirements.

Dividends from any Fund's investment company taxable income, which includes
taxable net investment income and net short-term capital gain in excess of net
long-term capital loss, are taxable as ordinary income, whether received in cash
or reinvested in additional shares. Dividends from any Fund's net long-term
capital gain in excess of net short-term capital loss ("net capital gain"), if
any, whether received in cash or reinvested in additional shares, are taxable to
shareholders as long-term capital gains for federal income tax purposes without
regard to the length of time Fund shares have been held. Each Fund does not
anticipate that it will earn or distribute any net capital gain. The federal
income tax status of all distributions (including exempt-interest dividends, as
described below) will be reported to shareholders annually.

Each Fund's dividends and distributions will not qualify for any dividends-
received deduction that might otherwise be available for certain dividends
received by shareholders that are corporations.

Any dividend declared by a Fund in October, November or December as of a record
date in such a month and paid during the following January will be treated for
federal income tax purposes as received by shareholders on December 31 of the
calendar year in which it is declared.

Subchapter M of the Code permits the character of tax-exempt interest
distributed by a regulated investment company to flow through as "exempt-
interest dividends" that are treated as tax-exempt interest by its shareholders,
provided that at least 50% of the value of the company's assets at the end of
each quarter of its taxable year is invested in state, municipal and other
obligations the interest on which is excluded from gross income under Section
103(a) of the Code. The Tax Free Fund intends to satisfy this 50% requirement
in order to permit its distributions of tax-exempt interest to be treated as
exempt-interest dividends under the Code. The Tax Free Fund's distributions
that it properly designates as exempt-interest dividends for any taxable year of
the Fund are therefore not subject to regular federal income tax, although they
may be subject to the individual and corporate alternative minimum taxes
described below.

A portion of the income that the Tax Free Fund receives and distributes to
shareholders may require shareholders to pay regular federal, alternative
minimum, state and local income taxes. Taxable income or gains that result in
taxable distributions include, for example, income from

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<PAGE>

repurchase agreements, interest from U.S. Government obligations and gains from
the sale of investments, including when-issued or forward-commitment
transactions. Distributions of accrued market discount that is required to be
included in income with respect to securities acquired at a market discount and
a portion of the discount from certain stripped tax-exempt obligations or their
coupons are also taxable.

Interest on indebtedness incurred by shareholders to purchase or carry shares of
the Tax Free Fund will not be deductible for federal income tax purposes to the
extent it is deemed related to exempt-interest dividends paid by such Fund.
Under rules used by the Internal Revenue Service to determine when borrowed
funds are used for the purpose of purchasing or carrying particular assets, the
purchase of shares may be considered to have been made with borrowed funds even
though the borrowed funds are not directly traceable to the purchase of shares.

Section 147(a) of the Code prohibits exemption from taxation of interest on
certain governmental obligations to persons who are "substantial users" (or
persons related thereto) of facilities financed by such obligations. The Tax
Free Fund will not undertake any investigation as to the users of the facilities
financed by any tax-exempt obligations in its portfolio, and the Fund may not be
an appropriate investment for substantial users (or related persons) of such
facilities.

Exempt-interest dividends are taken into account in computing the portion, if
any, of Social Security and Railroad Retirement benefits subject to federal and,
in some cases, state taxes. Shareholders are required to report their receipt
of tax-exempt interest, including exempt-interest dividends, on their federal
income tax returns.

Any portion of any exempt-interest dividend paid by the Tax Free Fund that is
attributable to interest on private activity bonds held by that Fund issued on
or after August 8, 1986 (or, in certain cases, September 1, 1986), other than
qualified Section 501(c)(3) bonds or refundings of bonds originally issued
before such dates, is an item of tax preference that is subject to the federal
individual alternative minimum tax and the alternative minimum tax on
corporations.

Exempt-interest dividends from interest the Tax Free Fund earns on any tax-
exempt bonds, regardless of when issued, may increase a corporate shareholder's
liability for the federal corporate alternative minimum tax because 75% of the
excess of adjusted current earnings over alternative minimum taxable income is
an adjustment that, except to the extent already taken into account as private
activity bond interest, increases the alternative minimum taxable income subject
to the corporate alternative minimum tax.

For federal income tax purposes, each Fund is permitted to carry forward a net
capital loss for any year to offset its capital gains, if any, during the eight
years following the year of the loss. To the extent subsequent capital gains
are offset by such losses, they would not result in federal income tax liability
to the Fund and therefore are not expected to be distributed as such to
shareholders.

Redemptions and exchanges of shares are taxable events for shareholders that are
subject to tax but generally will not result in any taxable gain or any loss if
the applicable Fund successfully maintains a constant net asset value per share.
Any loss realized by a shareholder upon the redemption, exchange or other
disposition of shares with a tax holding period of six months or less will be
disallowed, in the case of the Tax Free Fund, to the extent of any exempt-
interest dividends paid on the shares disposed of and, for each Fund, any such
loss that is not disallowed

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<PAGE>

will be treated as a long-term capital loss to the extent of any amounts treated
as distributions of long-term capital gain with respect to such shares.

Losses on redemptions or other dispositions of shares of a Fund may be
disallowed under "wash sale" rules in the event of other investments in that
Fund (including those made pursuant to reinvestment of dividends and/or capital
gain distributions) within a period of 61 days beginning 30 days before and
ending 30 days after a redemption or other disposition of shares of that Fund.
In such a case, the disallowed portion of any loss would be included in the
federal tax basis of the shares acquired in the other investments. Shareholders
should consult their own tax advisers with reference to their individual
circumstances to determine whether any particular transaction in Fund shares is
properly treated as a sale for tax purposes, as this discussion assumes, and the
tax treatment of any gains or loses recognized in such transactions.

A Fund may be subject to withholding and other taxes imposed by foreign
countries, including taxes on interest, dividends and capital gain, with respect
to its investments (if any) in those countries. Tax conventions between certain
countries and the U.S. may reduce or eliminate such taxes in some cases. None of
the Funds will satisfy the requirements for passing through to its shareholders
its pro rata shares of qualified foreign taxes paid by the Fund, with the result
that shareholders will not include such taxes in their gross incomes and will
not be entitled to a tax deduction or credit for such taxes on their own tax
returns.

Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement distributions, and certain
prohibited transactions, is accorded to accounts maintained as qualified
retirement plans. Shareholders should consult their tax advisers for more
information.

A state income (and possibly local income and/or intangible property) tax
exemption is generally available to the extent a Fund's distributions are
derived from interest on (or, in the case of intangible property taxes, the
value of its assets is attributable to) (i) obligations issued by that state or
certain of its political subdivisions or (ii) certain U.S. government
obligations (not including repurchase agreements), provided in some states that
certain thresholds for holdings of such obligations and/or reporting
requirements are satisfied. The Funds will not seek to satisfy any threshold or
reporting requirements that may apply in particular taxing jurisdictions,
although the Trust may in its sole discretion provide relevant information to
shareholders.

Federal law requires that each Fund withhold (as "backup withholding") 31% of
reportable payments, including dividends (other than exempt-interest dividends)
to shareholders who have not complied with IRS regulations. In order to avoid
this withholding requirement, shareholders must certify on their Account
Applications, or on separate IRS Forms W-9, that the Social Security Number or
other Taxpayer Identification Number they provide is their correct number and
that they are not currently subject to backup withholding, or that they are
exempt from backup withholding. A Fund may nevertheless be required to withhold
if it receives notice from the IRS or a broker that the number provided is
incorrect or backup withholding is applicable as a result of previous
underreporting of interest or dividend income.

If, as anticipated, the Funds qualify as regulated investment companies under
the Code, they will not be required to pay any Massachusetts income, corporate
excise or franchise taxes.

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<PAGE>

The description of certain federal tax provisions above relates only to U.S.
federal income tax consequences for shareholders who are U.S. persons, i.e. U.S.
citizens or residents or U.S. corporations, partnerships, trusts or estates, and
who are subject to U.S. federal income tax. This description does not address
the special tax rules that may be applicable to particular types of investors,
such as financial institutions, insurance companies, securities dealers, or tax-
exempt or tax-deferred plans, accounts or entities. Investors other than U.S.
persons may be subject to different U.S. tax treatment, including a possible 30%
non-resident alien U.S. withholding tax (or non-resident alien withholding tax
at a lower treaty rate) on amounts treated as ordinary dividends from a Fund.
Shareholders should consult their own tax advisers on these matters and on
state, local and other applicable tax laws.

13. INVESTMENT RESULTS

Quotations, Comparisons and General Information. From time to time, in
advertisements, in sales literature or in reports to shareholders, the past
performance of the Funds may be illustrated and/or compared with that of other
mutual funds with similar investment objectives and to stock or other relevant
indices. For example, total return of a Fund's classes may be compared to
rankings prepared by Lipper Inc., a widely recognized independent service which
monitors mutual fund performance; the S&P 500, an index of unmanaged groups of
common stock; or the Dow Jones Industrial Average, a recognized unmanaged index
of common stocks of 30 industrial companies listed on the Exchange.

In addition, the performance of the classes of a Fund may be compared to
alternative investment or savings vehicles and/or to indices or indicators of
economic activity, e.g., inflation or interest rates. The Funds may also
include securities industry or comparative performance information generally and
in advertising or materials marketing a Fund's shares. Performance rankings and
listings reported in newspapers or national business and financial publications,
such as Barron's, Business Week, Consumers Digest, Consumer Reports, Financial
World, Forbes, Fortune, Investors Business Daily, Kiplinger's Personal Finance
Magazine, Money Magazine, New York Times, Smart Money, USA Today, U.S. News and
World Report, The Wall Street Journal and Worth may also be cited (if the Funds
are listed in any such publication) or used for comparison, as well as
performance listings and rankings from various other sources including Bloomberg
Financial Markets, CDA/Wiesenberger, Donoghue's Mutual Fund Almanac, Ibbotson
Associates, Investment Company Data, Inc., Johnson's Charts, Kanon Bloch Carre
and Co., Lipper Inc., Micropal, Inc., Morningstar, Inc., Schabacker Investment
Management and Towers Data Systems, Inc.

In addition, from time to time quotations from articles from financial
publications such as those listed above may be used in advertisements, in sales
literature or in reports to shareholders of a Fund

The Funds may also present, from time to time, historical information depicting
the value of a hypothetical account in one of more classes of a Fund since
inception.

In presenting investment results, the Funds may also include references to
certain financial planning concepts, including (a) an investor's need to
evaluate his financial assets and obligations to determine how much to invest;
(b) his need to analyze the objectives of various investments to determine where
to invest; and (c) his need to analyze his time frame for future capital needs
to

23
<PAGE>

determine how long to invest. The investor controls these three factors, all of
which affect the use of investments in building assets.

Standardized Yield Quotations. From time to time, the Trust may provide yield
quotations for each Fund's shares. These quotations are calculated by standard
methods prescribed by the SEC and may from time to time be used in the Trust's
Prospectus, Statement of Additional Information, advertisements, shareholder
reports or other communications to shareholders. However, these yield
quotations should not be considered as representative of the performance of any
Fund in the future since, unlike some bank deposits or other investments which
pay a fixed yield for a stated period of time, the yields of a Fund will vary
based on the type, quality and maturities of the securities held in its
portfolio, fluctuations in short-term interest rates and changes in its
expenses.

A Fund's yield quotations are computed using the appropriate figures for a
particular class as follows: the net change, exclusive of capital changes (i.e.,
realized gains and losses from the sale of securities and unrealized
appreciation and depreciation), in the value of a hypothetical pre-existing
Class 1 or Class 2 account having a balance of one share at the beginning of the
seven-day base period is determined by subtracting a hypothetical charge
reflecting expense deductions from the hypothetical account, and dividing the
net change in value by the value of the share at the beginning of the base
period. This base period return is then multiplied by 365/7 with the resulting
yield figure carried to the nearest 100th of 1%. The determination of net
change in account value reflects the value of additional shares purchased with
dividends from the original share, dividends declared on both the original share
and any such additional shares, and all fees that are charged to a Fund, in
proportion to the length of the base period and such Fund's average account size
(with respect to any fees that vary with the size of an account).

The Trust may also advertise quotations of effective yield. Effective yield is
computed by compounding the unannualized base period return determined as in the
preceding paragraph by adding 1 to the base period return, raising the sum to a
power equal to 365 divided by 7, and subtracting one from the result, according
to the following formula:

Effective Yield = (base period return + 1) 365/7 - 1

The Tax Free Fund may advertise its tax equivalent current and effective yields.
The Tax Free Fund's tax equivalent current yield is calculated by dividing that
portion of the Tax Free Fund's yield that is tax-exempt by 1 minus a stated
income tax rate and adding the quotient to that portion, if any, of the Tax Free
Fund's yield that is not tax-exempt. The Tax Free Fund's tax equivalent
effective yield is calculated by dividing that portion of the Tax Free Fund's
effective yield that is tax-exempt by 1 minus a stated income tax rate and
adding the quotient to that portion, if any, of the Tax Free Fund's effective
yield that is not tax-exempt.

All yields are calculated in accordance with SEC mandated standard formulas.

24
<PAGE>

14. FINANCIAL STATEMENTS

A Statement of Assets and Liabilities of each of the Funds as of _____________,
2000, and related footnotes is set forth below.

[To be filed by amendment.]

25
<PAGE>

15. APPENDIX - DESCRIPTION OF SHORT-TERM DEBT RATINGS/1/

Moody's Investors Service, Inc. ("Moody's") Prime Rating System

Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Prime-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:

Leading market positions in well-established industries. High rates of return on
funds employed. Conservative capitalization structure with moderate reliance on
debt and ample asset protection. Broad margins in earnings coverage of fixed
financial charges and high internal cash generation. Well-established access to
a range of financial markets and assured sources of alternate liquidity.

Prime-2: Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Obligations of a branch of a bank are considered to be domiciled in the country
in which the branch is located. Unless noted as an exception, Moody's rating on
a bank's ability to repay senior obligations extends only to branches located in
countries which carry a Moody's Sovereign Rating for Bank Deposits. Such branch
obligations are rated at the lower of the bank's rating or Moody's Sovereign
Rating for Bank Deposits for the country in which the branch is located.

When the currency in which an obligation is denominated is not the same as the
currency of the country in which the obligation is domiciled, Moody's ratings do
not incorporate an opinion as to whether payment of the obligation will be
affected by actions of the government controlling the currency of denomination.
In addition, risks associated with bilateral conflicts between an investor's
home country and either the issuer's home country or the country where an
issuer's branch is located are not incorporated into Moody's short-term debt
ratings.

If an issuer represents to Moody's that its short-term debt obligations are
supported by the credit of another entity or entities, then the name or names of
such supporting entity or entities are listed

__________________

/1/ The ratings indicated herein are believed to be the most recent ratings
available at the date of this statement of additional information for the
securities listed. Ratings are generally given to securities at the time of
issuance. While the rating agencies may from time to time revise such ratings,
they undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which will be given to these securities on the
date of the Trust's fiscal year-end.

26
<PAGE>

within the parenthesis beneath the name of the issuer, or there is a footnote
referring the reader to another page for the name or names of the supporting
entity or entities. In assigning ratings to such issuers, Moody's evaluates the
financial strength of the affiliated corporations, commercial banks, insurance
companies, foreign governments or other entities, but only as one factor in the
total rating assessment.

Moody's Debt Ratings

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than the Aaa securities.

Moody's bond ratings, where specified, are applicable to financial contracts,
senior bank obligations and insurance company senior policyholder and claims
obligations with an original maturity in excess of one year. Obligations relying
upon support mechanisms such as letters-of-credit and bonds of indemnity are
excluded unless explicitly rated. Obligations of a branch of a bank are
considered to be domiciled in the country in which the branch is located.

Unless noted as an exception, Moody's rating on a bank's ability to repay senior
obligations extends only to branches located in countries which carry a Moody's
Sovereign Rating for Bank Deposits. Such branch obligations are rated at the
lower of the bank's rating or Moody's Sovereign Rating for the Bank Deposits for
the country in which the branch is located. When the currency in which an
obligation is denominated is not the same as the currency of the country in
which the obligation is domiciled, Moody's ratings do not incorporate an opinion
as to whether payment of the obligation will be affected by the actions of the
government controlling the currency of denomination. In addition, risk
associated with bilateral conflicts between an investor's home country and
either the issuer's home country or the country where an issuer branch is
located are not incorporated into Moody's ratings.

Moody's makes no representation that rated bank obligations or insurance company
obligations are exempt from registration under the 1933 Act or issued in
conformity with any other applicable law or regulation. Nor does Moody's
represent any specific bank or insurance company obligation is legally
enforceable or a valid senior obligation of a rated issuer.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicated that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicated a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

Standard & Poor's Short-Term Issue Credit Ratings

27
<PAGE>

A-1: A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is satisfactory.

Standard & Poor's Long-Term Issue Credit Ratings

Issue credit ratings are based, in varying degrees, on the following
considerations:

Likelihood of payment-capacity and willingness of the obligor to meet its
financial commitment on an obligation in accordance with the terms of the
obligation; Nature of and provisions of the obligation; Protection afforded by,
and relative position of, the obligation in the event of bankruptcy,
reorganization, or other arrangement under the laws of bankruptcy and other laws
affecting creditors' rights.

The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above. (Such differentiation applies when an entity has
both senior and subordinated obligations, secured and unsecured obligations, or
operating company and holding company obligations.) Accordingly, in the case of
junior debt, the rating may not conform exactly with the category definition.

AAA: An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA: An obligation rated AA differs from the highest-rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

28
<PAGE>

PART C: OTHER INFORMATION

Item 23. Exhibits

(a) Declaration of Trust/1/

(b) By-Laws/1/

(d) Investment Adviser Agreement/1/

(e) Distribution Agreement/2/

(f) Not Applicable

(g) Custodian Agreement/2/

(h) (1) Administration Agreement/2/

(2) Transfer Agency Agreement/2/

(i) Opinion and Consent of Counsel/2/

(j) Consent of Independent Auditors/2/

(k) Not Applicable

(l) Initial Capital Agreement/2/

(m) Rule 12b-1 Plan/1/

(n) Rule 18f-3 Plan/1/

(o) Powers of Attorney/2/

______________________________________________________
/1/ Filed herewith.

/2/ To be filed by amendment.

Item 24. Persons Controlled by or Under Common Control with Boston Advisors
Trust (the "Trust")

Following is a list of subsidiaries of The Advest Group, Inc., the ultimate
parent of Boston Advisors, Inc., the Trust's investment adviser:

1
<PAGE>

<TABLE>
<CAPTION>
Name Jurisdiction Where Percent Ownership
Incorporated
<S> <C> <C>
Advest, Inc. Delaware 100%
Advest Insurance Agency, Inc. Massachusetts 100%
Balanced Capital Services, Inc. Connecticut 100%

Advest Bank and Trust Company Connecticut 100%
A. B. Realty Corp. Connecticut 100%

Advest Capital, Inc. Connecticut 100%

Advest Mortgages, Inc. Delaware 100%

Advest Properties, Inc. Delaware 100%

Bank Street Management Company Connecticut 100%

Billings and Company, Inc. Connecticut 100%
Billings Management Co. Connecticut 100%

Boston Advisors, Inc. Massachusetts 100%

Vercoe Insurance Agency, Inc. Ohio 100%
</TABLE>

Ultimate control of The Advest Group, Inc. is illustrated by the table below,
which sets forth information regarding all persons known to The Advest Group,
Inc. to be the beneficial owner of more than 5% of the Common Stock of The
Advest Group, Inc. as of December 1, 1998:

<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage of Class
<S> <C> <C>
Mr. Peter R. Kellogg 1,564,500 /(1)/ 17.59%
c/o Spear, Leeds & Kellogg
120 Broadway
New York, NY 10271

FMR Corp. 668,400 /(2)/ 7.51%
82 Devonshire Street
Boston, MA 02109

The Advest Thrift Plan 633,660 /(3)/ 7.12%
Advest, Inc., as Fiduciary
90 State House Square
Hartford, CT 06103
</TABLE>

/(1)/ Such information as to beneficial ownership is derived from a Report on
Form 4 for the month of November 1998 filed by Mr. Kellogg. In that Form 4, Mr.
Kellogg reported direct beneficial ownership of 500,000 shares. In addition, Mr.
Kellogg reported indirect beneficial ownership as follows: 910,000 shares held
by a corporation of which Mr. Kellogg is the sole holder of voting stock;
100,000 shares held by Mr. Kellogg's spouse; 20,000 shares held by a non-profit
corporation of which Mr. Kellogg is a trustee; and 34,500 shares held by a firm
of which Mr. Kellogg is a senior Managing Director. Mr. Kellogg disclaimed
beneficial ownership of such indirect holdings. Mr.

2
<PAGE>

Kellogg has advised The Advest Group, Inc. that, pursuant to an arrangement with
the Office of Thrift Supervision, at the Annual Meeting all of these shares will
be voted in proportion to the votes cast by all other shareholders.

/(2)/ Such information as to beneficial ownership is derived from a Report on
Schedule 13G filed 2/9/98 by FMR Corp.

/(3)/ Represents shares held by the Advest Thrift Plan of The Advest Group, Inc.
(the "ATP") in participant ESOP accounts (506,328 shares) and 401(k) accounts
(127,332). Advest, Inc. acts as trustee for the ATP. Participants may direct the
voting of shares held in their ATP ESOP and 401(k) accounts. Participants may
elect to acquire or dispose of shares in their 401(k) accounts. Disposition of
shares in ESOP accounts is permitted only pursuant to a diversification election
available to individuals who have attained aged 55 and participated in the ESOP
for at least 10 years.

Item 25. Indemnification

As a Massachusetts business trust, the Trust's operations are governed by the
Declaration of Trust. The Trust is an entity of the type commonly known as a
"Massachusetts business trust", which is the form in which many mutual funds are
organized. The Declaration of Trust provides that the Trustees of the Trust
shall not be liable for any action taken by them in good faith, and that they
shall be fully protected in relying in good faith upon the records of the Trust
and upon reports made to the Trust by persons selected in good faith by the
Trustees as qualified to make such reports. The Declaration of Trust further
provides that the Board of Trustees will not be liable for errors of judgment or
mistakes of fact or law. The Declaration of Trust provides that the Trust will
indemnify the Trustees and officers of the Trust against liabilities and
expenses reasonably incurred in connection with litigation in which they may be
involved because of their positions with the Trust, unless it is determined in
the manner provided in the Declaration of Trust that they may have not acted in
good faith in the reasonable belief that, in the case of conduct in their
official capacity with the Trust, such conduct was in the best interests of the
Trust, and in all other cases, that the conduct was at least not opposed to the
best interest of the Trust (and in the case of any criminal proceeding, they had
no reasonable cause to believe that the conduct was unlawful). However, nothing
in the Declaration of Trust or the By-laws protects or indemnifies a Trustee or
officer against any liability to which they would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of their office.

Item 26. Business and Other Connections of the Investment Adviser

All of the information required by this item is set forth in the Form ADV of the
Trust's investment adviser, Boston Advisors, Inc. (File No. 801-18130). The
following sections of the Form ADV are incorporated herein by reference:

(a) Items 1 and 2 of Part 2; and

(b) Item 6, Business Background, of each Schedule D.

Item 27. Principal Underwriter

(a) Advest, Inc. ("Advest") does not act as principal underwriter for any
investment companies other than the Trust.

(b) The following is a list of the executive officers and directors of
Advest. The principal business address of the individuals listed below is 90
State House Square, Hartford, Connecticut 06103 unless otherwise indicated:

3
<PAGE>

<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices with Advest Positions and Offices
Address with the Trust
<S> <C> <C>
Grant W. Kurtz Director; President & Chief Executive Officer

George A. Boujoukos Director; Senior Executive VP & Director Capital Markets
40 Rector Street
New York, NY 10006

Harold H. Branning Director; Senior Executive VP & Director Private Client Trustee and Chairman
Group

John C. Giesea Director; Senior Executive VP & Director of Capital
Markets

Allen G. Botwinick Director; Executive Vice President of Administration &
Operations

Lee G. Kuckro Director; Executive Vice President, Secretary and
General Counsel

Martin M. Lilienthal Director; Executive Vice President & Chief Financial
Officer

Daniel J. Mullane Director; Executive Vice President & National Sales
100 Federal Street Manager
Boston, MA 02110

Gregory J. Anderson Senior Vice President of Public Finance
One Rockefeller Plaza
New York, NY 10020

Eleanor Etter Director; Senior Vice President & Director of Marketing
and Affluent Business Development

Gay B. Foster Director; Senior Vice President of Branch Administration

Robert A. Fogliano Senior Vice President

Bernard T. Gacona Senior Vice President and Director of Insurance and
Mutual Funds

David A. Horowitz Senior Vice President, Assistant Secretary and Assistant
General Counsel

Kenneth S. Hyne Director; Senior Vice President and Director of
Investment Management

James R. Orvis Senior Vice President and Director of Operations

Robert W. Rulevich Senior Vice President and Director of Human Resources

Donna L. Sawan Director; Senior Vice President, Treasurer and Assistant
Secretary
</TABLE>

4
<PAGE>

<TABLE>
<S> <C>
Ernest R. Smith Director; Senior Vice President and Director of
Information Service

Mary S. Block Vice President and Supervisory Compliance Officer

Chris Drucker Vice President of New York Stock Exchange Operations
40 Rector Street
New York, NY 10006

William C. Freitag Vice President and Assistant General Counsel

Nicholas G. Hano Vice President of New York Stock Exchange Operations
40 Rector Street
New York, NY 10006

Robert T. Keane, Jr. Vice President of Corporate Syndicate

Daniel F. McAuliffe Vice President and Chief Compliance Officer

Robert B. Maggiacomo Vice President of Direct Investments

Lawrence F. McIntosh Vice President and Supervisory Compliance Officer

Megan G. Sansons Vice President of Public Finance
100 Federal Street
Boston, MA 02110

Laurie Andrews Assistant Secretary

John A. King Assistant Secretary

Warren F. Pavlik Assistant Secretary
40 Rector Street
New York, NY 10006

Stephen M. Hampton Senior Managing Director of Municipal Division
40 Rector Street
New York, NY 10006

Rick J. Martin Director; Senior Managing Director of Research

Philip M. Skidmore Director; Senior Managing Director of Syndicate
40 Rector Street
New York, NY 10006

Jeffrey G. Barlow Managing Director of Investment Banking

Murray M. Beach Director; Managing Director of Investment Banking

Alexander M. Clark Managing Director of Investment Banking

Nathan D. Cortright Managing Director of Investment Banking
</TABLE>

5
<PAGE>

<TABLE>
<S> <C>
Carolyn C. Galiette Managing Director of Investment Banking

Rex H. Green Managing Director of Investment Banking

David E. Katz Managing Director of Investment Banking

William A. Lundquist Managing Director of Investment Banking

Michael T. Mayes Director; Managing Director of Investment Banking

Douglas McConnell Managing Director of Investment Banking
Suite 2250
311 S. Wacker Drive
Chicago, IL 60606

Allan L. Nadler Managing Director of Investment Banking

Marc A. Reich Managing Director of Investment Banking

Thomas G. Rudkin Managing Director of Investment Banking

Scott Gibson Managing Director of Public Finance

David I. Weprin Managing Director of Public Finance

Kristen K. Wold Associate Managing Director of Investment Banking

Allen Weintraub Chairman and Director

William R. Burns Director

Harry H. Canavesi Director
300 State Street
Erie, PA 16507

Donald J. Cristo Director
17 West Main Street
Avon, CT 06001

James B. Fellus Director
40 Rector Street
New York, NY 10006

Edward Fernberger, Jr. Director
Benjamin Fox Pavillion
Jenkintown, PA 19103

Allan M. Fink Director
12 East 49th Street
New York, NY 10001

Stephen Hampton Director
40 Rector Street
New York, NY 10006
</TABLE>

6
<PAGE>

<TABLE>
<S> <C>
Garry L Hogan Director
3300 One Oxford Center
Pittsburgh, PA 15219

Judith A. Johnson Director
Middlesex Corp. Center
Suite 605
213 Court Street
Middletown, CT 06457

Steven J. Johnson Director

James Keim, Jr. Director
300 State Street
Erie, PA 16507

Robert D. Meyers Director
250 E. Broad Street, 12th Floor
Columbus, OH 43215

Steven M. Nussbaum Director
10 Sasco Hill Road
Fairfield, CT 06430

Richard E. Ryall Director
1441 Main Street
Springfield, MA 01111

Jay M. Salkin Director
110 Heaver Plaza
Lutherville, MD

John H. Shaughnessy Director
100 Federal Street
Boston, MA 02110

Paul Skydell Director
2 Jericho Plaza
Jericho, NY 11753

Bernard A.G. Taradash Director
386 High Street
Fall River, MA 02722
</TABLE>

7
<PAGE>

Item 28. Location of Accounts and Records

The accounts and records of the Trust are located, in whole or in part, at the
office of Boston Advisors, Inc. and the locations set forth below:

(Custody, Fund Accounting and Administration)
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116

[Insert Name and address of Transfer Agent, if applicable]

Item 29. Management Services

Not applicable.

Item 30. Undertakings

The Trust undertakes to file an Amendment to this Registration Statement using
certified financial statements showing the initial capital received.

8
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, Boston Advisors Trust has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Boston and Commonwealth of
Massachusetts, on the 1st day of November, 1999.

BOSTON ADVISORS TRUST

/s/ Michael J. Vogelzang
------------------------
Michael J. Vogelzang
President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in their
capacities and on the date indicated.

Signature Title Date
- --------- ----- ----

/s/ Michael J. Vogelzang Trustee and President November 1, 1999
- ------------------------
Michael J. Vogelzang (principal executive
officer)

/s/ Donna C. McAdam Treasurer November 1, 1999
- -------------------
Donna C. McAdam (chief financial officer)
<PAGE>

BOSTON ADVISORS TRUST

Exhibit Index
-------------

Exhibit No. Exhibit
- ----------- -------

a Declaration of Trust

b By-Laws

d Investment Adviser Agreement

m Rule 12b-1 Plan

n Rule 18f-3 Plan

<PAGE>

Exhibit (a)

DECLARATION OF TRUST
OF
BOSTON ADVISORS TRUST

September 28, 1999
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE - I - NAME AND DEFINITIONS......................................... 1
Section 1.1 Name........................................... 1
Section 1.2 Definitions.................................... 1

ARTICLE - II - TRUSTEES.................................................... 4
Section 2.1 Management of the Trust........................ 4
Section 2.2 General Powers................................. 4
Section 2.3 Investments.................................... 5
Section 2.4 Legal Title.................................... 8
Section 2.5 By-laws........................................ 8
Section 2.6 Distribution and Repurchase of Shares.......... 8
Section 2.7 Advisory Board................................. 9
Section 2.8 Delegation..................................... 9
Section 2.9 Collection and Payment......................... 9
Section 2.10 Expenses....................................... 9
Section 2.11 Manner of Acting............................... 10
Section 2.12 Miscellaneous Powers........................... 10
Section 2.13 Litigation..................................... 10
Section 2.14 Derivative Actions............................. 11
Section 2.15 Independence of Trustees....................... 11

ARTICLE - III - CONTRACTS AND PLANS........................................ 11
Section 3.1 Underwriting Contract.......................... 11
Section 3.2 Advisory or Management Contract................ 11
Section 3.3 Administration Agreement....................... 12
Section 3.4 Service Agreement.............................. 12
Section 3.5 Transfer Agent................................. 12
Section 3.6 Custodian...................................... 13
Section 3.7 Plans of Distribution.......................... 13
Section 3.8 Affiliations................................... 13

ARTICLE - IV - LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND
OTHERS...................................................... 14
Section 4.1 No Personal Liability of Shareholders, Trustees,
Advisory Board Members, Officers and Employees. 14
Section 4.2 Trustee's Good Faith Action; Advice of Others;
No Bond or Surety.............................. 14
Section 4.3 Indemnification................................ 15
Section 4.4 No Duty of Investigation....................... 15
Section 4.5 Reliance on Records and Experts................ 15
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
ARTICLE - V - SHARES OF BENEFICIAL INTEREST................................ 16
Section 5.1 Beneficial Interest............................ 16
Section 5.2 Rights of Shareholders......................... 16
Section 5.3 Trust Only..................................... 16
Section 5.4 Issuance of Shares............................. 17
Section 5.5 Series and Class Designations.................. 17
Section 5.6 Assent to Declaration of Trust and By-laws..... 20

ARTICLE - VI - REDEMPTION AND REPURCHASE OF SHARES......................... 21
Section 6.1 Redemption of Shares........................... 21
Section 6.2 Price.......................................... 21
Section 6.3 Payment........................................ 21
Section 6.4 Effect of Suspension of Determination of Net
Asset Value.................................... 21
Section 6.5 Repurchase by Agreement........................ 22
Section 6.6 Redemption of Shareholder's Interest........... 22
Section 6.7 Disclosure of Holdings......................... 22
Section 6.8 Reductions in Number of Outstanding Shares
Pursuant to Net Asset Value Formula............ 22
Section 6.9 Suspension of Right of Redemption.............. 22

ARTICLE - VII - DETERMINATION OF NET ASSET VALUE, NET INCOME AND
DISTRIBUTIONS.............................................. 23
Section 7.1 Net Asset Value................................ 23
Section 7.2 Dividends and Distributions.................... 24
Section 7.3 Constant Net Asset Value; Reduction of
Outstanding Shares............................. 25
Section 7.4 Power to Modify Foregoing Procedures........... 25

ARTICLE - VIII - DURATION; TERMINATION OF TRUST OR A SERIES OR CLASS;
MERGERS; AMENDMENTS....................................... 26
Section 8.1 Duration....................................... 26
Section 8.2 Termination of the Trust or a Series or a Class 26
Section 8.3 Merger, Consolidation or Sale of Assets of a
Series......................................... 27
Section 8.4 Amendments..................................... 27

ARTICLE - IX - MISCELLANEOUS 28
Section 9.1 Filing of Copies, References, Headings and
Counterparts................................... 28
Section 9.2 Applicable Law................................. 29
Section 9.3 Provisions in Conflict with Law or Regulations. 29
</TABLE>

iii
<PAGE>

DECLARATION OF TRUST
OF
BOSTON ADVISORS TRUST
100 Federal Street
Boston, Massachusetts 02110

DECLARATION OF TRUST made this 28th day of September, 1999 by the
undersigned (together with all other persons from time to time duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, the "Trustees");

WHEREAS, the Trustees wish to establish a trust for the investment and
reinvestment of funds contributed thereto;

WHEREAS, the Trustees desire that the beneficial interest in the trust
assets be divided into transferable shares of beneficial interest as hereinafter
provided;

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust established hereunder shall be held and managed under
this Declaration of Trust for the benefit of the holders, from time to time, of
the shares of beneficial interest issued hereunder and subject to the provisions
set forth below;

ARTICLE - I
NAME AND DEFINITIONS

Section 1.1 Name. The name of the trust created hereby is Boston Advisors
Trust (the "Trust").

Section 1.2 Definitions. Wherever they are used herein, the following
terms have the following respective meanings.

(a) "Administrator" means the party, other than the Trust, to a contract
described in Section 3.3 hereof.

(b) "By-laws" means the By-laws referred to in Section 2.5 hereof, as
from time to time amended.

(d) "Commission," "Eligible Foreign Custodian," "Interested Person,"
"Principal Underwriter," and "Qualified Foreign Bank" have the meanings given in
the 1940 Act. Except as such term may be otherwise defined by the Trustees in
connection with any meeting or other action of Shareholders or in conjunction
with the establishment of any Series or Class of Shares,

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the term "vote of a majority of the outstanding voting securities" as used in
Sections 8.2 and 8.4 shall have the same meaning as is assigned to that term in
the 1940 Act.

(e) "Custodian" means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the 1940 Act, but does not
include a system for the central handling of securities described in said
Section 17(f).

(f) "Declaration" means this Agreement and Declaration of Trust, as
amended from time to time. Reference in this Declaration of Trust to
"Declaration," "hereof," "herein" and "hereunder" shall be deemed to refer to
this Declaration rather than exclusively to the article or section in which such
words appear.

(g) "Fund" or "Funds," individually or collectively, means the separate
Series of Shares of the Trust, together with the assets and liabilities
belonging and allocated thereto.

(h) "Fund Complex" has the meaning provided in the Securities Exchange
Act of 1934, as amended.

(i) "His" shall include the feminine and neuter, as well as the
masculine, genders.

(j) "Investment Adviser" means the party, other than the Trust, to an
agreement described in Section 3.2 hereof.

(k) The "1940 Act" means the Investment Company Act of 1940 and the rules
and regulations thereunder, each as amended from time to time.

(l) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, limited liability companies, joint ventures, estates and
other entities, and governments and instrumentalities, agencies and political
subdivisions thereof, whether domestic or foreign.

(m) "Prospectus" means the prospectus and statement of additional
information included in the registration statement of the Trust under the
Securities Act of 1933 as such prospectus and statement of additional
information may be amended or supplemented and filed with the Commission from
time to time.

(n) "Series" individually or collectively means such separately managed
component(s) or Fund(s) of the Trust (or, if the Trust shall have only one such
component or Fund, then that one) as may be established and designated from time
to time by the Trustees pursuant to Section 5.5 hereof.

(o) "Shareholder" means a record owner of Outstanding Shares. A
Shareholder of Shares of a Series shall be deemed to own a proportionate
undivided beneficial interest in such Series equal to the number of Shares of
each Series of which he is the record owner divided by the total number of
Outstanding Shares of such Series. A Shareholder of Shares of a Class

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<PAGE>

within a Series shall be deemed to own a proportionate undivided beneficial
interest in such Class equal to the number of Shares of such Class of which he
is the record owner divided by the total number of Outstanding Shares of such
Class. As used herein the term "Shareholder" shall, when applicable to one or
more Series or Funds or to one or more Classes thereof, refer to the record
owners of Outstanding Shares of such Series, Fund or Funds or of such Class or
Classes of Shares.

(p) "Shares" means the equal proportionate units of interest into which
the beneficial interest in the Trust shall be divided from time to time,
including the Shares of any and all Series or of any Class within any Series (as
the context may require) which may be established by the Trustees, and includes
fractions of Shares as well as whole Shares. "Outstanding Shares" means those
Shares shown from time to time on the books of the Trust or its Transfer Agent
as then issued and outstanding, but shall not include Shares which have been
redeemed or repurchased by the Trust and which are at the time held in the
treasury of the Trust.

(q) "Transfer Agent" means any Person other than the Trust who maintains
the Shareholder records of the Trust, such as the list of Shareholders, the
number of Shares credited to each account, and the like.

(r) "Trust" means Boston Advisors Trust. As used herein the term Trust
shall, when applicable to one or more Series or Funds, refer to such Series or
Funds.

(s) The "Trustees" means the persons who have signed this Declaration, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who now serve or may from time to time be duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof and the By-laws of the Trust, and reference herein to a Trustee or the
Trustees shall refer to such person or persons in his capacity or their
capacities as Trustees hereunder.

(t) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including any and all assets of or allocated to any
Series or Class, as the context may require.

(u) Except as such term may be otherwise defined by the Trustees in
connection with any meeting or other action of Shareholders or in conjunction
with the establishment of any Series or Class of Shares, the term "vote" when
used in connection with an action of Shareholders shall include a vote taken at
a meeting of Shareholders or the consent or consents of Shareholders taken
without such a meeting.

ARTICLE - II

TRUSTEES

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<PAGE>

Section 2.1 Management of the Trust. The business and affairs of the Trust
shall be managed by or under the direction of the Trustees and they shall have
all powers and authority necessary, appropriate or desirable to carry out that
responsibility. The number, term of office, manner of election, resignation,
filling of vacancies and procedures with respect to meetings and actions of the
Trustees shall be as prescribed in the By-laws of the Trust.

Section 2.2 General Powers. The Trustees in all instances shall act as
principals, free of the control of the Shareholders, for and on behalf of the
Trust and the applicable Series thereof, and their acts shall bind the Trust and
the applicable Series. The Trustees shall have full power and authority to do
take or refrain from taking any action and to make and execute any and all
contracts and instruments that they may consider necessary, appropriate or
desirable in connection with the management of the Trust. The Trustees shall not
be bound or limited in any way by present or future laws, practices or customs
applicable to trust investments or to other investments which may be made by
fiduciaries, but shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem proper to
accomplish the purposes of the Trust. The Trustees shall have full power and
authority to adopt such accounting and tax accounting practices as they consider
appropriate for the Trust and for any Series or Class of Shares. The Trustees
shall have exclusive and absolute control over the Trust Property and over the
business of the Trust to the same extent as if the Trustees were the sole owners
of the Trust Property and business in their own right, and with such full powers
of delegation as the Trustees may exercise from time to time. The Trustees shall
have power to conduct the business of the Trust and carry on its operations in
any and all of its branches and maintain offices both within and without The
Commonwealth of Massachusetts, in any and all states of the United States of
America, in the District of Columbia, and in any and all commonwealths,
territories, dependencies, colonies, possessions, agencies or instrumentalities
of the United States of America and of foreign governments, and to do all such
other things as they deem necessary, appropriate or desirable in order to
promote or implement the interests of the Trust or of any Series or Class of
Shares although such things are not herein specifically mentioned. Any
determination as to what is in the best interests of the Trust or of any Series
or Class of Shares made by the Trustees in good faith shall be conclusive and
binding upon all Shareholders. In construing the provisions of this Declaration,
the presumption shall be in favor of a grant of plenary power and authority to
the Trustees.

The enumeration of any specific power in this Declaration shall not be
construed as limiting the aforesaid general and plenary powers.

Section 2.3 Investments. The Trustees shall have full power and authority:

(a) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct of such
operations.

(b) (i) To acquire or buy, and invest Trust Property in, own, hold for
investment or otherwise, and to sell or otherwise dispose of, all types and
kinds of securities including, but not limited to, stocks, including shares of
investment companies, profit-sharing interests or participations and all other
contracts for or evidences of equity interests; bonds; debentures;

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<PAGE>

warrants and rights to purchase securities; certificates of beneficial interest;
bills, notes and all other contracts for or evidences of indebtedness; money
market instruments including bank certificates of deposit, finance paper,
commercial paper, bankers' acceptances and other obligations; and all other
negotiable and non-negotiable securities and instruments, however named or
described, issued by corporations, trusts, associations, partnerships, limited
liability companies or any other Persons, domestic or foreign, or issued or
guaranteed by the United States of America or any agency or instrumentality
thereof, by the government of any foreign country, by any State, territory or
possession of the United States, by any political subdivision or agency or
instrumentality of any State or foreign country, or by any other government or
other governmental or quasi-governmental agency or instrumentality, domestic or
foreign;

(ii) To acquire and dispose of interests in domestic or foreign
loans made by banks and other financial institutions;

(iii) To deposit any assets of the Trust in any bank, trust company
or banking institution or retain any such assets in domestic or foreign cash or
currency ;

(iv) To purchase and sell gold and silver bullion, precious or
strategic metals, coins and currency of all countries; to engage in "when
issued" and forward or delayed delivery transactions;

(v) To enter into repurchase agreements, reverse repurchase
agreements and firm commitment agreements;

(vi) To employ all types and kinds of hedging techniques and
investment management strategies;

(vii) To acquire any other security, property or instrument in which
the Trust or any of its series shall be authorized to invest; and

(viii) To change the investments of the Trust and of each Series.

(c) (i) To acquire (by purchase, subscription or otherwise), to hold,
to trade in and deal in, to acquire any rights or options to purchase or sell,
to sell or otherwise dispose of, to lend and to pledge any Trust Property or any
of the foregoing securities, instruments or investments;

(ii) To purchase and sell (or write) options on securities,
currency, precious metals and other commodities, indices, futures contracts and
other financial instruments and assets, and enter into closing and other
transactions in connection therewith;

(iii) To enter into all types of commodities contracts, including
without limitation the purchase and sale of futures contracts on securities,
currency, precious metals and other commodities, indices and other financial
instruments and assets; to enter into forward

5
<PAGE>

foreign currency exchange contracts and other foreign exchange and currency
transactions of all types and kinds;

(iv) To enter into transactions in interest rate, currency, equity and
other swaps, swaptions, options, caps, floors and collars; and

(v) To engage in all types and kinds of hedging and risk management
transactions.

(d) To exercise all rights, powers and privileges of ownership or interest
in all securities and other assets included in the Trust Property, including
without limitation the right to vote thereon and otherwise act with respect
thereto; and to do all acts and things for the preservation, protection,
improvement and enhancement in value of all such securities and assets.

(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, lease, develop and dispose of (by sale or otherwise) any type or kind
of property, real or personal, including cash or foreign currency, and any right
or interest therein.

(f) To borrow money or other property and in this connection issue notes,
commercial paper or other evidence of indebtedness; to secure borrowings by
mortgaging, pledging or otherwise subjecting as security all or any part of the
Trust Property; to endorse, guarantee, or undertake the performance of any
obligation or engagement of any other Person; and to lend all or any part of the
Trust Property to other Persons.

(g) To aid, support or assist by further investment or other action any
Person, any obligation of or interest in which is included in the Trust Property
or in the affairs of which the Trust or any Series has any direct or indirect
interest; to do all acts and things designed to protect, preserve, improve or
enhance the value of such obligation or interest; and to guarantee or become
surety on any or all of the contracts, securities and other obligations of any
such Person.

(h) To carry on any other business in connection with or incidental to any
of the foregoing powers referred to in this Declaration, to do everything
necessary, appropriate or desirable for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power referred to in this
Declaration, either alone or in association with others, and to do every other
act or thing incidental or appurtenant to or arising out of or connected with
such business or purposes, objects or powers.

(i) Notwithstanding any other provision herein, without any requirement of
approval by Shareholders, to invest part or all of the Trust Property (or part
or all of the assets of any Fund), or to dispose of part or all of the Trust
Property (or part or all of the assets of any Fund) and invest the proceeds of
such disposition, in securities issued by one or more other investment companies
registered under the 1940 Act. Any such other investment company may (but need
not) be a trust (formed under the laws of any state) which is classified as a
partnership for federal income tax purposes.

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<PAGE>

(j) To establish committees for such purposes, with such membership, and
with such responsibilities as the Trustees may consider proper, including a
committee consisting of fewer than all of the Trustees then in office, which may
act for and bind the Trustees and the Trust with respect to the institution,
prosecution, dismissal, settlement, review or investigation of any legal action,
suit or proceeding, pending or threatened.

(k) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such Committee, depositary or trustee as the Trustees shall deem
proper.

(l) To purchase and pay for entirely out of Trust Property such insurance
as the Trustees may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust or payment of distributions and principal on its portfolio
investments, and, subject to applicable law and any restrictions set forth in
the By-laws, insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers, Principal Underwriters, or independent
contractors of the Trust, individually, against all claims and liabilities of
every nature arising by reason of holding Shares, holding, being or having held
any such office or position, or by reason of any action alleged to have been
taken or omitted by any such Person as Trustee, officer, employee, agent,
investment adviser, Principal Underwriter, or independent contractor, including
any action taken or omitted that may be determined to constitute negligence,
whether or not the Trust would have the power to indemnify such Person against
liability.

The foregoing clauses shall be construed both as objects and powers, and
shall not be held to limit or restrict in any manner the general and plenary
powers of the Trustees.

Section 2.4 Legal Title. Legal title to all the Trust Property shall be
vested in the Trustees who from time to time shall be in office. The Trustees
may hold any security or other Trust Property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, and may cause
legal title to any security or other Trust Property to be held by or in the name
of one or more of the Trustees, or in the name of the Trust or any Series, or in
the name of a custodian, subcustodian, agent, securities depository, clearing
agency, system for the central handling of securities or other book-entry
system, or in the name of a nominee or nominees of the Trust or a Series, or in
the name of a nominee or nominees of a custodian, subcustodian, agent,
securities depository, clearing agent, system for the central handling of
securities or other book-entry system, or in the name of any other Person as
nominee. The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each Person who may hereafter become a Trustee. Upon
the termination of the term of office, resignation, removal or death of a
Trustee he shall automatically cease to have any right, title or interest in any
of the Trust Property, and the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees.

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<PAGE>

Section 2.5 By-laws. The Trustees shall have full power and authority to
adopt By-laws providing for the conduct of the business of the Trust and
containing such other provisions as they deem necessary, appropriate or
desirable, and to amend and repeal such By-laws. Unless the By-laws specifically
require that Shareholders authorize or approve the amendment or repeal of a
particular provision of the By-laws, any provision of the By-laws may be amended
or repealed by the Trustees without Shareholder authorization or approval.

Section 2.6 Distribution and Repurchase of Shares. The Trustees shall
have full power and authority to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal
in Shares. Shares may be sold for cash or property or other consideration
whenever and in such amounts and manner as the Trustees deem desirable. The
Trustees shall have full power to provide for the distribution of Shares either
through one or more principal underwriters or by the Trust itself, or both. The
Trustees shall have full power and authority to cause the Trust and any Series
and Class of Shares to finance distribution activities in the manner described
in Section 3.7, and to authorize the Trust, on behalf of one or more Series or
Classes of Shares, to adopt or enter into one or more plans or arrangements
whereby multiple Series and Classes of Shares may be issued and sold to various
types of investors.

Section 2.7 Advisory Board. The Trustees shall have full power and
authority to establish advisory boards and to appoint members thereto. Any such
advisory board shall have the duties assigned to it by the Trustees and shall be
as set forth in the By-laws. The Trustees may terminate any advisory board in
their sole discretion.

Section 2.8 Delegation. The Trustees shall have full power and authority
to delegate from time to time to such of their number or to officers, advisory
board members, employees or agents of the Trust or to other Persons the doing of
such things and the execution of such agreements or other instruments either in
the name of the Trust or any Series of the Trust or the names of the Trustees or
otherwise as the Trustees may deem desirable or expedient.

Section 2.9 Collection and Payment. The Trustees shall have full power
and authority to collect all property due to the Trust; to pay all claims,
including taxes, against the Trust or Trust Property; to prosecute, defend,
compromise, settle or abandon any claims relating to the Trust or Trust
Property; to foreclose any security interest securing any obligations, by virtue
of which any property is owed to the Trust; and to enter into releases,
agreements and other instruments.

Section 2.10 Expenses. The Trustees shall have full power and authority to
incur on behalf of the Trust or any Series or Class of Shares and pay any costs
or expenses which the Trustees deem necessary, appropriate, desirable or
incidental to carry out, implement or enhance the business or operations of the
Trust or any Series thereof, and to pay compensation from the funds of the Trust
to themselves as Trustees. The Trustees shall determine the compensation of all
officers, employees and Trustees of the Trust. The Trustees shall have full
power and authority to cause the Trust to charge all or any part of any cost,
expense or expenditure (including without limitation any expense of selling or
distributing Shares) or tax against the

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principal or capital of the Trust or any Series or Class of Shares, and to
credit all or any part of the profit, income or receipt (including without
limitation any deferred sales charge or fee, whether contingent or otherwise,
paid or payable to the Trust or any Series or Class of Shares on any redemption
or repurchase of Shares) to the principal or capital of the Trust or any Series
or Class of Shares.

Section 2.11 Manner of Acting. Except as otherwise provided herein
or in the By-laws, the Trustees and committees of the Trustees shall have full
power and authority to act in any manner which they deem necessary, appropriate
or desirable to carry out, implement or enhance the business or operations of
the Trust or any Series thereof.

Section 2.12 Miscellaneous Powers. The Trustees shall have full
power and authority to: (a) distribute to Shareholders all or any part of the
earnings or profits, surplus (including paid-in surplus), capital (including
paid-in capital) or assets of the Trust or of any Series or Class of Shares, the
amount of such distributions and the manner of payment thereof to be solely at
the discretion of the Trustees; (b) employ, engage or contract with such Persons
as the Trustees may deem desirable for the transaction of the business or
operations of the Trust or any Series thereof; (c) enter into or cause the Trust
or any Series thereof to enter into joint ventures, partnerships (whether as
general partner, limited partner or otherwise) and any other combinations or
associations; (d) remove Trustees or fill vacancies in or add to their number,
elect and remove such officers and appoint and terminate such agents or
employees or other Persons as they consider appropriate, and appoint from their
own number, and terminate, any one or more committees which may exercise some or
all of the power and authority of the Trustees as the Trustees may determine;
(e) purchase, and pay for out of Trust Property, insurance policies which may
insure such of the Shareholders, Trustees, officers, employees, agents,
investment advisers, administrators, principal underwriters, distributors or
independent contractors of the Trust as the Trustees deem appropriate against
loss or liability arising by reason of holding any such position or by reason of
any action taken or omitted by any such Person in such capacity, whether or not
constituting negligence, or whether or not the Trust would have the power to
indemnify such Person against such loss or liability; (f) establish pension,
profit-sharing, share purchase, and other retirement, incentive and benefit
plans for any Trustees, officers, employees and agents of the Trust; (g)
indemnify or reimburse any Person with whom the Trust or any Series thereof has
dealings, including without limitation the Investment Adviser, Administrator,
Principal Underwriter, Custodian, Transfer Agent and financial service firms, to
such extent as the Trustees shall determine; (h) guarantee the indebtedness or
contractual obligations of other Persons; (i) determine and change the fiscal
year of the Trust or any Series thereof and the methods by which its and their
books, accounts and records shall be kept; and (j) adopt a seal for the Trust,
but the absence of such seal shall not impair the validity of any instrument
executed on behalf of the Trust or any Series thereof.

Section 2.13 Litigation. The Trustees shall have full power and
authority, in the name and on behalf of the Trust, to engage in and to
prosecute, defend, compromise, settle, abandon, or

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<PAGE>

adjust by arbitration or otherwise, any actions, suits, proceedings, disputes,
claims and demands relating to the Trust, and out of the assets of the Trust or
any Series thereof to pay or to satisfy any liabilities, losses, debts, claims
or expenses (including without limitation attorneys' fees) incurred in
connection therewith, including those of litigation, and such power shall
include without limitation the power of the Trustees or any committee thereof,
in the exercise of their or its good faith business judgment, to dismiss or
terminate any action, suit, proceeding, dispute, claim or demand, derivative or
otherwise brought by any Person, including a Shareholder in his own name or in
the name of the Trust or any Series thereof, whether or not the Trust or any
Series thereof or any of the Trustees may be named individually therein or the
subject matter arises by reason of business for or on behalf of the Trust or any
Series thereof.

Section 2.14 Derivative Actions. If a Shareholder brings a
derivative action on behalf of the Trust if the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and to
investigate the basis of such claim. The Trustees shall be entitled to retain
counsel or other advisers in considering the merits of the request and shall
require an undertaking by the Shareholders making such request to reimburse the
Trust for the expense of any such advisers in the event that the Trustees
determine not to bring such action. Shareholders of an unaffected Series or
Class may not bring a derivative action on behalf of another Series or Class.

Section 2.15 Independence of Trustees. A Trustee shall not be deemed
an Interested Person of the Trust, any Series or any other Person solely by
virtue of serving as a trustee, director, partner or member of the board or
advisory board of any other investment company in or outside the Fund Complex.

ARTICLE - III

CONTRACTS AND PLANS

Section 3.1 Underwriting Contract. The Trustees may in their
discretion from time to time enter into an exclusive or non-exclusive
underwriting contract or contracts providing for the sale of the Shares whereby
the Trustees may either agree to sell the Shares to the other party to the
contract or appoint such other party as their sales agent for the Shares, and in
either case on such terms and conditions, if any, as may be prescribed in the
By-laws, and such further terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of this Article III or
of the By-laws; and such contract may also provide for the repurchase of the
Shares by such other party as agent of the Trustees.

Section 3.2 Advisory or Management Contract. The Trustees may in
their discretion from time to time enter into one or more investment advisory or
management contracts or, if the Trustees establish multiple Series, separate
investment advisory or management contracts with respect to one or more Series
whereby the other party or parties to any such contracts shall undertake to
furnish the Trust or such Series management, investment advisory,
administration, accounting, legal, statistical and research facilities and
services, promotional or marketing

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<PAGE>

activities, and such other facilities and services, if any, as the Trustees
shall from time to time consider desirable and all upon such terms and
conditions as the Trustees may in their discretion determine. Notwithstanding
any provisions of the Declaration, the Trustees may authorize the Investment
Advisers or persons to whom the Investment Advisers delegate certain or all of
their duties, or any of them, under any such contracts (subject to such general
or specific instructions as the Trustees may from time to time adopt) to effect
purchases, sales, loans or exchanges of portfolio securities and other
investments of the Trust on behalf of the Trustees or may authorize any officer,
employee or Trustee to effect such purchases, sales, loans or exchanges pursuant
to recommendations of such Investment Advisers, or any of them (and all without
further action by the Trustees). Any such purchases, sales, loans and exchanges
shall be deemed to have been authorized by all of the Trustees.

The Trustees may also authorize the Trust to employ, or authorize the
Investment Adviser to employ, one or more sub-investment advisers from time to
time to perform such of the acts and services of the Investment Adviser and upon
such terms and conditions as may be agreed upon between the Investment Adviser
and such sub-investment adviser and approved by the Trustees.

Section 3.3 Administration Agreement. The Trustees may in their
discretion from time to time enter into an administration agreement or, if the
Trustees establish multiple Series or Classes, separate administration
agreements with respect to each Series or Class, whereby the other party to such
agreement shall undertake to manage the business affairs of the Trust or of a
Series or Class thereof and furnish the Trust or a Series or a Class thereof
with office facilities, and shall be responsible for the ordinary clerical,
bookkeeping and recordkeeping services at such office facilities, and other
facilities and services, if any, and all upon such terms and conditions as the
Trustees may in their discretion determine.

Section 3.4 Service Agreement. The Trustees may in their discretion
from time to time enter into service agreements with respect to one or more
Series or Classes of Shares whereby the other parties to such Service Agreements
will provide administration and/or support services pursuant to administration
plans and service plans, and all upon such terms and conditions as the Trustees
in their discretion may determine.

Section 3.5 Transfer Agent. The Trustees may in their discretion from time
to time enter into a transfer agency and shareholder services contract whereby
the other party to such contract shall undertake to furnish transfer agency and
shareholder services to the Trust. The contract shall have such terms and
conditions as the Trustees may in their discretion determine. Such services may
be provided by one or more Persons.

Section 3.6 Custodian. The Trustees may appoint or otherwise engage
one or more banks or trust companies, each having aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000), or any other entity satisfying the requirements of
the 1940 Act, to serve as Custodian with authority as its agent, but subject to
such restrictions, limitations and other requirements, if any, as may be
contained in the By-laws of the Trust. The Trustees may also authorize the
Custodian to employ one or more

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sub-custodians as meet the requirements of applicable provisions of the 1940
Act, and upon such terms and conditions as may be agreed upon between the
Custodian and such sub-custodian, to hold securities and other assets of the
Trust and to perform the acts and services of the Custodian, subject to
applicable provisions of law and resolutions adopted by the Trustees. The
Trustees may delegate to the Trust's officers, Investment Adviser, Custodian or
a Qualified Foreign Bank the responsibility to select Eligible Foreign
Custodians in accordance with the provisions of the 1940 Act or any rule,
regulation or order of the Commission thereunder.

1.1 Plans of Distribution. The Trustees may in their discretion authorize
the Trust, on behalf of one or more Series or Classes of Shares, to adopt or
enter into a plan or plans of distribution and any related agreements whereby
the Trust or Series or Class may finance directly or indirectly any activity
which is primarily intended to result in sales of Shares or any distribution
activity within the meaning of Rule 12b-1 (or any successor rule) under the 1940
Act. Such plan or plans of distribution and any related agreements may contain
such terms and conditions as the Trustees may in their discretion determine,
subject to the requirements of the 1940 Act and any other applicable rules,
regulations or orders of the Commission.

Section 3.8 Affiliations. The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, creditor, director, officer, partner, trustee or employee of or has
any interest in any Person or any parent or affiliate of any such Person, with
which a contract or agreement of the character described in Sections 3.1, 3.2,
3.3, 3.4, 3.5 or 3.6 above has been or will be made or to which payments have
been or will be made pursuant to a plan or related agreement described in
Section 3.7 above, or that any such Person, or any parent or affiliate thereof,
is a Shareholder of or has an interest in the Trust, or that

(ii) any such Person also has similar contracts, agreements or plans
with other investment companies (including, without limitation, the investment
companies referred to in the last paragraph of Section 2.3) or organizations, or
has other business activities or interests,

shall not affect in any way the validity of any such contract, agreement or plan
or disqualify any Shareholder, Trustee or officer of the Trust from authorizing,
voting upon or executing the same or create any liability or accountability to
the Trust or its Shareholders.

ARTICLE - IV

LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS

Section 4.1 No Personal Liability of Shareholders, Trustees, Advisory
Board Members, Officers and Employees. No Shareholder shall be subject to any
personal liability whatsoever to any Person in connection with Trust Property or
the acts, obligations or affairs of the Trust or any Series thereof. All
Persons dealing or contracting with the Trustees as such or with the Trust or
any Series thereof shall have recourse only to the Trust or such Series for the

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payment of their claims or for the payment or satisfaction of claims,
obligations or liabilities arising out of such dealings or contracts. No
Trustee, advisory board member, officer or employee of the Trust, whether past,
present or future, shall be subject to any personal liability whatsoever to any
such Person, and all such Persons shall look solely to the Trust Property, or to
the assets of one or more specific Series of the Trust if the claim arises from
the act, omission or other conduct of such Trustee, advisory board member,
officer or employee with respect to only such Series, for satisfaction of claims
of any nature arising in connection with the affairs of the Trust or such
Series. If any Shareholder, Trustee, advisory board member, officer or
employee, as such, of the Trust or any Series thereof, is made a party to any
suit or proceeding to enforce any such liability of the Trust or any Series
thereof, he shall not, on account thereof, be held to any personal liability.

Section 4.2 Trustee's Good Faith Action; Advice of Others; No Bond or
Surety. The exercise by the Trustees of their powers and discretion hereunder
shall be binding upon everyone interested. A Trustee shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any advisory
board member, officer, agent, employee, consultant, investment adviser or other
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee. The Trustees may take advice of counsel or other experts with respect
to the meaning and operation of this Declaration and their duties as Trustees,
and shall be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice. In discharging their duties, the
Trustees, when acting in good faith, shall be entitled to rely upon the records,
books and accounts of the Trust and upon reports made to the Trustees by any
advisory board member, officer, employee, agent, consultant, accountant,
attorney, investment adviser or other adviser, principal underwriter, expert,
professional firm or independent contractor. The Trustees as such shall not be
required to give any bond, surety or other security for the performance of their
duties. No provision of this Declaration shall protect any Trustee or officer
of the Trust against any liability to the Trust or its Shareholders to which he
would otherwise be subject by reason of his own willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

Section 4.3 Indemnification. The Trustees may provide, whether in
the By-laws or by contract, vote or other action, for the indemnification by the
Trust or by any Series thereof of the Shareholders, Trustees, advisory board
members, officers and employees of the Trust and of such other Persons as the
Trustees in the exercise of their discretion may deem appropriate or desirable.
Any such indemnification may be mandatory or permissive, and may be insured
against by policies maintained by the Trust.

Section 4.4 No Duty of Investigation. No purchaser, lender or other
Person dealing with the Trustees or any officer, employee or agent of the Trust
or a Series thereof shall be bound to make any inquiry concerning the validity
of any transaction purporting to be made by the Trustees or by said officer,
employee or agent or be liable for the application of money or property paid,
loaned, or delivered to or on the order of the Trustees or of said officer,
employee

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or agent. Every obligation, contract, instrument, certificate, Share,
other security of the Trust or a Series thereof or undertaking, and every other
act or thing whatsoever executed in connection with the Trust shall be
conclusively presumed to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their capacity
as officers, employees or agents of the Trust or a Series thereof. Every
written obligation, contract, instrument, certificate, Share, other security of
the Trust or a Series thereof or undertaking made or issued by the Trustees may
recite that the same is executed or made by them not individually, but as
Trustees under the Declaration, and that the obligations of the Trust or a
Series thereof under any such instrument are not binding upon any of the
Trustees or Shareholders individually, but bind only the Trust Property or the
Trust Property of the applicable Series, and may contain any further recital
which they may deem appropriate, but the omission of any such recital shall not
operate to bind the Trustees or Shareholders individually.

Section 4.5 Reliance on Records and Experts. Each Trustee, advisory
board member, officer or employee of the Trust or a Series thereof shall, in the
performance of his duties, be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance in good faith
upon the records, books and accounts of the Trust or a Series thereof, upon an
opinion or other advice of legal counsel, or upon reports made or advice given
to the Trust or a Series thereof by any Trustee or any of its officers or
employees or by the Investment Adviser, the Administrator, the Custodian, the
Principal Underwriter, Transfer Agent, accountants, appraisers or other experts,
advisers, consultants or professionals selected with reasonable care by the
Trustees or officers of the Trust, regardless of whether the person rendering
such report or advice may also be a Trustee, officer or employee of the Trust.

ARTICLE - V

SHARES OF BENEFICIAL INTEREST

Section 5.1 Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest authorized
hereunder and the number of Shares of each Series or Class thereof that may be
issued hereunder is unlimited. The Trustees shall have the exclusive authority
without the requirement of Shareholder authorization or approval to establish
and designate one or more Series of Shares and one or more Classes thereof as
the Trustees deem necessary, appropriate or desirable. Each Share of any Series
shall represent a beneficial interest only in the assets of that Series.
Subject to the provisions of Section 5.5 hereof, the Trustees may also authorize
the creation of additional Series of Shares (the proceeds of which may be
invested in separate and independent investment portfolios) and additional
Classes of Shares within any Series. All Shares issued hereunder including,
without limitation, Shares issued in connection with a dividend or distribution
in Shares or a split in Shares, shall be fully paid and nonassessable.

Section 5.2 Rights of Shareholders. The ownership of the Trust
Property of every description and the right to conduct any business of the Trust
are vested exclusively in the

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Trustees, and the Shareholders shall have no interest therein other than the
beneficial interest conferred by their Shares, and they shall have no right to
call for any partition or division of any property, profits, rights or interests
of the Trust or of any Fund nor can they be called upon to share or assume any
losses of the Trust or of any Fund or suffer an assessment of any kind by virtue
of their ownership of Shares. The Shares shall be personal property giving only
the rights specifically set forth in this Declaration. The Shares shall not
entitle the holder to preference, preemptive, appraisal, conversion or exchange
rights, except as the Trustees may specifically determine with respect to any
Series or Class of Shares.

Section 5.3 Trust Only. It is the intention of the Trustees to
create only the relationship of Trustee and beneficiary between the Trustees and
each Shareholder from time to time. It is not the intention of the Trustees to
create a general partnership, limited partnership, joint stock association,
limited liability company, corporation, bailment or any form of legal
relationship other than a Massachusetts business trust. Nothing in this
Declaration shall be construed to make the Shareholders, either by themselves or
with the Trustees, partners or member of a joint stock association.

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Section 5.4 Issuance of Shares. The Trustees in their discretion
may, from time to time and without any authorization or vote of the
Shareholders, issue Shares, in addition to the then issued and outstanding
Shares and Shares held in the treasury, to such party or parties and for such
amount and type of consideration, including cash or property, at such time or
times and on such terms as the Trustees may deem appropriate or desirable,
except that only Shares previously contracted to be sold may be issued during
any period when the right of redemption is suspended pursuant to Section 6.9
hereof, and may in such manner acquire other assets (including the acquisition
of assets subject to, and in connection with the assumption of, liabilities) and
businesses. In connection with any issuance of Shares, the Trustees may issue
fractional Shares and reissue and resell full and fractional Shares held in the
treasury. The Trustees may from time to time divide or combine the Shares of
the Trust or, if the Shares be divided into Series or Classes, of any Series or
any Class thereof of the Trust, into a greater or lesser number without thereby
changing the proportionate beneficial interests in the Trust or in the Trust
Property allocated or belonging to such Series or Class. Contributions to the
Trust or Series thereof may be accepted for, and Shares shall be redeemed as,
whole Shares and/or fractional Shares as the Trustees may in their discretion
determine. The Trustees may authorize the issuance of certificates of
beneficial interest to evidence the ownership of Shares. Shares held in the
treasury shall not be voted nor shall such Shares be entitled to any dividends
or other distributions declared with respect thereto.

Section 5.5 Series and Class Designations. Without limiting the
exclusive authority of the Trustees set forth in Section 5.1 to establish and
designate any further Series or Classes, it is hereby confirmed that the Trust
consists of the presently Outstanding Shares of the following Series: Advisors
Money Market Fund, Advisors US Government Money Market Fund and Advisors Tax
Free Money Market Fund (the "Existing Series"). The Existing Series consist of
two classes of shares--the Class 1 Shares and the Class 2 Shares. The Shares of
any Series and Classes thereof that may from time to time be established and
designated by the Trustees shall be established and designated, and the
variations in the relative rights and preferences as between the different
Series and Classes shall be fixed and determined, by the Trustees (unless the
Trustees otherwise determine with respect to Series or Classes at the time of
establishing and designating the same); provided, that all Shares shall be
identical except that there may be variations so fixed and determined between
different Series or Classes thereof as to investment objective, policies and
restrictions, sales charges, purchase prices, determination of net asset value,
assets, liabilities, expenses, costs, charges and reserves belonging or
allocated thereto, the price, terms and manner of redemption or repurchase,
special and relative rights as to dividends and distributions and on
liquidation, conversion rights, exchange rights, and voting rights. All
references to Shares in this Declaration shall be deemed to be Shares of any or
all Series or Classes as the context may require. As to any division of Shares
of the Trust into Series or Classes, the following provisions shall be
applicable:

(i) The number of authorized Shares and the number of Shares of
each Series or Class thereof that may be issued shall be unlimited. The
Trustees may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any Series or Class into one or more
other Series or one or more other Classes that may be established and
designated from time to time. The Trustees may hold as treasury shares

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(of the same or some other Series or Class), reissue for such consideration
and on such terms as they may determine, or cancel any Shares of any Series
or Class reacquired by the Trust at their discretion from time to time.

(ii) All consideration received by the Trust for the issue or
sale of Shares of a particular Series, together with all assets in which
such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same
may be, shall irrevocably belong to that Series for all purposes, subject
only to the rights of creditors of such Series and except as may otherwise
be required by applicable tax laws, and shall be so recorded on the books
of account of the Trust. In the event that there are any assets, income,
earnings, profits, and proceeds thereof, funds, or payments which are not
readily identifiable as belonging to any particular Series, the Trustees or
their delegate shall allocate them among any one or more of the Series
established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable.
Each such allocation by the Trustees or their delegate shall be conclusive
and binding upon the Shareholders of all Series for all purposes. No
holder of Shares of any Series shall have any claim on or right to any
assets allocated or belonging to any other Series.

(iii) Any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as belonging to
any particular Series shall be allocated and charged by the Trustees or
their delegate to and among any one or more of the Series established and
designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The assets
belonging to each particular Series shall be charged with the liabilities,
expenses, costs, charges and reserves of the Trust so allocated to that
Series and all liabilities, expenses, costs, charges and reserves
attributable to that Series which are not readily identifiable as belonging
to any particular Class thereof. Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees or their delegate shall be
conclusive and binding upon the Shareholders of all Series and Classes for
all purposes. The Trustees shall have full discretion to determine which
items are capital; and each such determination shall be conclusive and
binding upon the Shareholders. The assets of a particular Series of the
Trust shall, under no circumstances, be charged with liabilities, expenses,
costs, charges and reserves attributable to any other Series or Class
thereof of the Trust. All Persons extending credit to, or contracting with
or having any claim against a particular Series of the Trust shall look
only to the assets of that particular Series for payment of such credit,
contract or claim.

(iv) Dividends and distributions on Shares of a particular Series
or Class may be paid or credited in such manner and with such frequency as
the Trustees may determine, to the holders of Shares of that Series or
Class, from such of the earnings or profits, surplus (including paid-in
surplus), capital (including paid-in capital) or assets belonging to that
Series, as the Trustees may deem appropriate or desirable, after

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providing for actual and accrued liabilities, expenses, costs, charges and
reserves belonging and allocated to that Series or Class. Such dividends
and distributions may be paid daily or otherwise pursuant to the offering
prospectus relating to the Shares or pursuant to a standing vote or votes
of the Trustees adopted only once or from time to time or pursuant to other
authorization or instruction of the Trustees. All dividends and
distributions on Shares of a particular Series or Class shall be
distributed pro rata to the Shareholders of that Series or Class in
proportion to the number of Shares of that Series or Class held by such
Shareholders at the time of record established for the payment or crediting
of such dividends or distributions.

(v) Each Share of a Series of the Trust shall represent a
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series or Class thereof shall be entitled to receive his pro
rata Share of distributions of income and capital gains made with respect
to such Series or Class net of liabilities, expenses, costs, charges and
reserves belonging and allocated to such Series or Class. Upon redemption
of his Shares or indemnification for liabilities incurred by reason of his
being or having been a Shareholder of a Series, such Shareholder shall be
paid solely out of the funds and property of such Series of the Trust. Upon
liquidation or termination of a Series or Class thereof of the Trust, a
Shareholder of such Series or Class thereof shall be entitled to receive a
pro rata Share of the net assets of such Series based on the net asset
value of his Shares. A Shareholder of a particular Series of the Trust
shall not be entitled to commence or participate in a derivative or class
action on behalf of any other Series or the Shareholders of any other
Series of the Trust.

(vi) On any matter submitted to a vote of Shareholders, the
Shares entitled to vote thereon and the manner in which such Shares shall
be voted shall be as set forth in the By-laws or proxy materials for the
meeting or other solicitation materials or as otherwise determined by the
Trustees, subject to any applicable requirements of the 1940 Act. The
Trustees shall have full power and authority to call meetings of the
Shareholders of a particular Class or Classes of Shares or of one or more
particular Series of Shares, or otherwise call for the action of such
Shareholders on any particular matter.

(vii) Except as otherwise provided in this Article V, the
Trustees shall have full power and authority to determine the designations,
preferences, privileges, sales charges, purchase prices, assets,
liabilities, expenses, costs, charges and reserves belonging or allocated
thereto, limitations and rights, including without limitation voting,
dividend, distribution and liquidation rights, of each Class and Series of
Shares. Subject to any applicable requirements of the 1940 Act, the
Trustees shall have the authority to provide that the Shares of one Class
shall be automatically converted into Shares of another Class of the same
Series or that the holders of Shares of any Series or Class shall have the
right to convert or exchange such Shares into Shares of one or more other
Series or Classes of Shares, all in accordance with such requirements,
conditions and procedures as may be established by the Trustees.

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(viii) The establishment and designation of any Series or Class
of Shares shall be effective upon the execution of an instrument or the
adoption of a resolution by a majority of the then Trustees setting forth
such establishment and designation and the relative rights and preferences
of such Series or Class, or upon such date as is otherwise provided in such
instrument or resolution. The Trustees may by an instrument or resolution
subsequently executed by a majority of their number amend, restate or
rescind any prior instrument or resolution relating to the establishment
and designation of any such Series or Class. Each instrument or resolution
referred to in this paragraph shall have the status of an amendment to this
Declaration in accordance with Section 8.4 hereof, and a copy of each such
instrument or resolution (which resolution shall be certified by a Trustee
or officer of the Trust) shall be filed in accordance with Section 9.1
hereof.

Section 5.6 Assent to Declaration of Trust and By-laws. Every
Shareholder, by virtue of having become a Shareholder, shall be held to have
expressly assented and agreed to all the terms and provisions of this
Declaration and of the By-laws of the Trust.

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ARTICLE - VI

REDEMPTION AND REPURCHASE OF SHARES

Section 6.1 Redemption of Shares. (a) Shares of the Trust shall be
redeemable, at such times and in such manner as may be permitted by the Trustees
from time to time. The Trustees shall have full power and authority to vary and
change the right of redemption applicable to the various Series and Classes of
Shares established by the Trustees. Redeemed or repurchased Shares may be
resold by the Trust. The Trust may require any Shareholder to pay a sales
charge to the Trust, the Principal Underwriter or any other Person designated by
the Trustees upon redemption or repurchase of Shares in such amount and upon
such conditions as shall be determined from time to time by the Trustees.

(b) The Trust shall redeem the Shares of the Trust or any Series or
Class thereof at the price determined as hereinafter set forth, upon the
appropriately verified written application of the record holder thereof (or upon
such other form of request as the Trust may use for the purpose) deposited at
such office or agency as may be designated from time to time for that purpose by
the Trustees. The Trust may from time to time establish additional
requirements, terms, conditions and procedures, not inconsistent with the 1940
Act, relating to the redemption of Shares.

Section 6.2 Price. Shares shall be redeemed at a price based on
their net asset value determined as set forth in Section 7.1 hereof as of such
time as the Trustees shall prescribe. The amount of any sales charge or
redemption fee payable upon redemption of Shares may be deducted from the
proceeds of such redemption.

Section 6.3 Payment. Payment of the redemption price of redeemed
Shares shall be made in cash or in property to the Shareholder at such time and
in the manner, not inconsistent with the 1940 Act, as may be specified from time
to time in the then effective Prospectus relating to such Shares, subject to the
provisions of Sections 6.4 and 6.9 hereof. Notwithstanding the foregoing, the
Trust or its agent may withhold from such redemption proceeds any amount arising
(i) from a liability of the redeeming Shareholder to the Trust, or (ii) in
connection with any federal or state tax withholding requirements.

Section 6.4 Effect of Suspension of Determination of Net Asset Value.
If, pursuant to Section 7.1 hereof, the Trust shall declare a suspension of the
determination of net asset value with respect to Shares of the Trust or of any
Series or Class thereof, the rights of Shareholders (including those who shall
have applied for redemption pursuant to Section 6.1 hereof but who shall not yet
have received payment) to have Shares redeemed and paid for by the Trust or a
Series shall be suspended until the termination of such suspension is declared.
Any record holder who shall have his redemption right so suspended may, during
the period of such suspension, by appropriate written notice at the office or
agency where his application or request for redemption was made, withdraw his
application or request and withdraw any Share certificates on deposit.

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Section 6.5 Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Principal Underwriter or another agent designated for
the purpose, by agreement with the owner thereof at a price not exceeding the
net asset value per share determined as of such time as the Trustees shall
prescribe. The Trust may from time to time establish the requirements, terms,
conditions and procedures relating to such repurchases, and the amount of any
sales charge or repurchase fee payable on any repurchase of Shares may be
deducted from the proceeds of such repurchase.

Section 6.6 Redemption of Shareholder's Interest. The Trustees, in
their sole discretion, may cause the Trust to redeem all of the Shares of one or
more Series or Classes thereof held by any Shareholder if (a) the value of such
Shares held by such Shareholder is less than the minimum amount established from
time to time by the Trustees; (b) the aggregate value of the assets of any
Series or Class is less than the minimum amount determined by the Trustees to be
the minimum for maintaining and operating the Series or Class as a viable
economic entity or (c) the Trust or any of its agents has identified the
Shareholder as engaged in excessive market timing transactions, as evidenced by
(i) a number, as specified in the Prospectus, of exchanges or redemptions
followed by reinvestments in Shares of the same Series or (ii) a pattern of
repeated exchanges, redemptions or reinvesting in exchanged or redeemed shares
after holding Shares for short periods of time.

Section 6.7 Disclosure of Holdings. The holders of Shares or other
securities of the Trust shall upon demand disclose to the Trustees in writing
such information with respect to direct and indirect ownership of Shares or
other securities of the Trust as the Trustees deem necessary to comply with the
provisions of the Internal Revenue Code of 1986, or to comply with the
requirements of any other taxing authority.

Section 6.8 Reductions in Number of Outstanding Shares Pursuant to
Net Asset Value Formula. The Trust may also reduce the number of outstanding
Shares of the Trust or of any Series or Class thereof pursuant to the provisions
of Section 7.3.

Section 6.9 Suspension of Right of Redemption. The Trust may declare
a suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust or a Fund fairly to determine the value of its net
assets, or (iv) as the Commission may by order permit for the protection of
security holders of the Trust. Such suspension shall take effect at such time
as the Trust shall specify but not later than the close of business on the
business day next following the declaration of suspension, and thereafter there
shall be no right of redemption or payment on redemption until the Trust shall
declare the suspension at an end, except that the suspension shall terminate in
any event on the first day on which said stock exchange shall have reopened or
the period specified in clauses (ii) or (iii) shall have expired (as to which in
the absence of an official ruling by the Commission, the determination of the
Trust shall be conclusive). In the case of a suspension of the right of
redemption, a Shareholder may

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either withdraw his application or request for redemption or receive payment
based on the net asset value existing after the termination of the suspension.

ARTICLE - VII

DETERMINATION OF NET ASSETVALUE, NET INCOME AND DISTRIBUTIONS

Section 7.1 Net Asset Value. The net asset value of each outstanding
Share of the Trust or of each Series or Class thereof shall be determined on
such days and at or as of such time or times as the Trustees may determine. Any
reference in this Declaration to the time at which a determination of net asset
value is made shall mean the time as of which the determination is made. The
power and duty to determine net asset value may be delegated by the Trustees
from time to time to the Investment Adviser, the Administrator, the Custodian,
the Transfer Agent or such other Person or Persons as the Trustees may
determine. The value of the assets of the Trust or any Series thereof shall be
determined in a manner authorized by the Trustees. From the total value of said
assets, there shall be deducted all indebtedness, interest, taxes, payable or
accrued, including estimated taxes on unrealized book profits, expenses and
management charges accrued to the appraisal date, amounts determined and
declared as a dividend or distribution and all other items in the nature of
liabilities which shall be deemed appropriate, as incurred by or allocated to
the Trust or any Series or Class thereof. The resulting amount, which shall
represent the total net assets of the Trust or Series or Class thereof, shall be
divided by the number of Shares of the Trust or Series or Class thereof
outstanding at the time and the quotient so obtained shall be deemed to be the
net asset value of the Shares of the Trust or Series or Class thereof. The
Trust may declare a suspension of the determination of net asset value to the
extent permitted by the 1940 Act. It shall not be a violation of any provision
of this Declaration if Shares are sold, redeemed or repurchased by the Trust at
a price other than one based on net asset value if the net asset value is
affected by one or more errors inadvertently made in the pricing of portfolio
securities or other investments or in accruing or allocating income, expenses,
reserves or liabilities. No provision of this Declaration shall be construed to
restrict or affect the right or ability of the Trust to employ or authorize the
use of pricing services, appraisers or any other means, methods, procedures, or
techniques in valuing the assets or calculating the liabilities of the Trust or
any Series or Class thereof.

Section 7.2 Dividends and Distributions. (a) The Trustees may from
time to time distribute ratably among the Shareholders of the Trust or of a
Series or Class thereof such proportion of the net earnings or profits, surplus
(including paid-in surplus), capital (including paid-in capital), or assets of
the Trust or such Series held by the Trustees as they may deem appropriate or
desirable. Such distributions may be made in cash, additional Shares or
property (including without limitation any type of obligations of the Trust or
Series or Class or any assets thereof), and the Trustees may distribute ratably
among the Shareholders of the Trust or Series or Class thereof additional Shares
of the Trust or Series or Class thereof issuable hereunder in such manner, at
such times, and on such terms as the Trustees may deem appropriate or desirable.
Such distributions may be among the Shareholders of the Trust or Series or Class
thereof at the time of declaring a distribution or among the Shareholders of the
Trust or Series or Class thereof

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at such other date or time or dates or times as the Trustees shall determine.
The Trustees may in their discretion determine that, solely for the purposes of
such distributions, Outstanding Shares shall exclude Shares for which orders
have been placed subsequent to a specified time. The Trustees may always retain
from the earnings or profits such amounts as they may deem appropriate or
desirable to pay the expenses and liabilities of the Trust or a Series or Class
thereof or to meet obligations of the Trust or a Series or Class thereof,
together with such amounts as they may deem desirable to use in the conduct of
its affairs or to retain for future requirements or extensions of the business
or operations of the Trust or such Series. The Trust may adopt and offer to
Shareholders such dividend reinvestment plans, cash dividend payout plans or
other distribution plans as the Trustees may deem appropriate or desirable. The
Trustees may in their discretion determine that an account administration fee or
other similar charge may be deducted directly from the income and other
distributions paid on Shares to a Shareholder's account in any Series or Class.

(b) The Trustees may prescribe, in their absolute discretion, such bases
and times for determining the amounts for the declaration and payment of
dividends and distributions as they may deem necessary, appropriate or
desirable.

(c) Inasmuch as the computation of net income and gains for federal income
tax purposes may vary from the computation thereof on the books of account, the
above provisions shall be interpreted to give the Trustees full power and
authority in their absolute discretion to distribute for any fiscal year as
dividends and as capital gains distributions, respectively, additional amounts
sufficient to enable the Trust or a Series thereof to avoid or reduce liability
for taxes.

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<PAGE>

Section 7.3 Constant Net Asset Value; Reduction of Outstanding
Shares. The Trustees may determine to maintain the net asset value per Share of
any Series or Class at a designated constant amount and in connection therewith
may adopt procedures not inconsistent with the 1940 Act for the continuing
declarations of income attributable to that Series or Class as dividends payable
in additional Shares of that Series or Class or in cash or in any combination
thereof and for the handling of any losses attributable to that Series or Class.
Such procedures may provide that, if, for any reason, the income of any such
Series or Class determined at any time is a negative amount, the Trust may with
respect to such Series or Class (i) offset each Shareholder's pro rata share of
such negative amount from the accrued dividend account of such Shareholder, or
(ii) reduce the number of Outstanding Shares of such Series or Class by reducing
the number of Shares in the account of such Shareholder by that number of full
and fractional Shares which represents the amount of such excess negative
income, or (iii) cause to be recorded on the books of the Trust an asset account
in the amount of such negative income, which account may be reduced by the
amount, provided that the same shall thereupon become the property of the Trust
with respect to such Series or Class and shall not be paid to any Shareholder,
of dividends declared thereafter upon the Outstanding Shares of such Series or
Class on the day such negative income is experienced, until such asset account
is reduced to zero, or (iv) combine the methods described in clauses (i), (ii)
and (iii) of this sentence, in order to cause the net asset value per Share of
such Series or Class to remain at a constant amount per Outstanding Share
immediately after such determination and declaration. The Trust may also fail
to declare a dividend out of income for the purpose of causing the net asset
value of any such Share to be increased. The Trustees shall have full
discretion to determine whether any cash or property received shall be treated
as income or as principal and whether any item of expense shall be charged to
the income or the principal account, and their determination made in good faith
shall be conclusive upon all Shareholders. In the case of stock dividends or
similar distributions received, the Trustees shall have full discretion to
determine, in the light of the particular circumstances, how much if any of the
value thereof shall be treated as income, the balance, if any, to be treated as
principal.

Section 7.4 Power to Modify Foregoing Procedures. Notwithstanding
any provisions contained in this Declaration, the Trustees may prescribe, in
their absolute discretion, such other means, methods, procedures or techniques
for determining the per Share net asset value of a Series or Class thereof or
the income of the Series of Class thereof, or for the declaration and payment of
dividends and distributions on any Series or Class of Shares.

24
<PAGE>

ARTICLE - VIII

DURATION; TERMINATION OF TRUST OR ASERIES OR CLASS; MERGERS; AMENDMENTS

Section 8.1 Duration. The Trust shall continue without limitation of
time but subject to the provisions of this Article VIII. The death,
declination, resignation, retirement, removal or incapacity of the Trustees, or
any one of them, shall not operate to terminate or annul the Trust or to revoke
any existing agency or delegation of authority pursuant to the terms of this
Declaration or of the By-laws.

Section 8.2 Termination of the Trust or a Series or a Class. (a) The
Trust or any Series or Class thereof may be terminated by: (1) the affirmative
vote of the holders of not less than two-thirds of the Shares outstanding and
entitled to vote at any meeting of Shareholders of the Trust or the appropriate
Series or Class thereof, or by an instrument or instruments in writing without a
meeting, consented to by the holders of two-thirds of the Shares of the Trust or
a Series or Class thereof, provided, however, that, if such termination is
recommended by the Trustees, the vote of a majority of the outstanding voting
securities of the Trust or a Series or Class thereof entitled to vote thereon
shall be sufficient authorization; or (2) by means of an instrument in writing
signed or a resolution adopted by a majority of the Trustees, to be followed by
a written notice to Shareholders stating that a majority of the Trustees has
determined that the continuation of the Trust or a Series or a Class thereof is
not in the best interest of the Trust, such Series or Class or of their
respective Shareholders. Such determination may (but need not) be based on
factors or events adversely affecting the ability of the Trust, such Series or
Class to conduct its business and operations in an economically viable manner.
Such factors and events may include (but are not limited to) the inability of a
Series or Class or the Trust to maintain its assets at an appropriate size,
changes in laws or regulations governing the Series or Class or the Trust or
affecting assets of the type in which such Series or Class or the Trust invests,
or political, social, legal or economic developments or trends having an adverse
impact on the business or operations of such Series or Class or the Trust. Upon
the termination of the Trust or the Series or Class,

(i) The Trust, Series or Class shall carry on no business except
for the purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the affairs of the
Trust, Series or Class and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust, Series or Class
shall have been wound up, including the power to fulfill or discharge the
contracts of the Trust, Series or Class, collect its assets, sell, convey,
assign, exchange, transfer or otherwise dispose of all or any part of the
remaining Trust Property or assets allocated or belonging to such Series or
Class to one or more persons at public or private sale for the
consideration which may consist in whole or in part of cash, securities or
other property of any kind, discharge or pay its liabilities, and do all
other acts appropriate to liquidate its business.

25
<PAGE>

(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust property or the remaining
property of the terminated Series or Class, in cash or in kind or in any
combination thereof, among the Shareholders of the Trust or the Series or
Class according to their respective rights.

(b) After termination of the Trust, Series or Class and distribution
to the Shareholders as herein provided, a majority of the Trustees shall execute
and lodge among the records of the Trust and file with the Massachusetts
Secretary of State an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all further
liabilities and duties with respect to the Trust or the terminated Series or
Class, and the rights and interests of all Shareholders of the Trust or the
terminated Series or Class shall thereupon cease.

Section 8.3 Merger, Consolidation or Sale of Assets of a Series. A
particular Series may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of its property, including its good will, upon such terms and
conditions and for such consideration when and as authorized by the Trustees and
without any authorization, vote or consent of the Shareholders; and any such
merger, consolidation, sale, lease or exchange shall be deemed for all purposes
to have been accomplished under and pursuant to the statutes of the Commonwealth
of Massachusetts. The Trustees may also at any time sell and convert into money
all the assets of a particular Series. Upon making provision for the payment of
all outstanding obligations, taxes, and other liabilities, accrued or
contingent, of the particular Series, the Trustees shall distribute the
remaining assets of such Series among the Shareholders of such Series according
to their respective rights. Upon completion of the distribution of the
remaining proceeds or the remaining assets, the Series shall terminate and the
Trustees shall take the action provided in Section 8.2(b) hereof and the
Trustees shall thereupon be discharged from all further liabilities and duties
with respect to such Series, and the rights and interests of all Shareholders of
the terminated Series shall thereupon cease.

Section 8.4 Amendments. The execution of an instrument setting forth
the establishment and designation and the relative rights and preferences of any
Series or Class of Shares (or amending, restating or rescinding any such prior
instrument) in accordance with Section 5.5 hereof shall, without any
authorization, consent or vote of the Shareholders, effect an amendment of this
Declaration. Except as otherwise provided in this Section 8.4, if authorized by
the vote of a majority of the outstanding voting securities of the Trust the
financial interests of which are affected by the amendment and which are
entitled to vote thereon (which securities shall, unless otherwise provided by
the Trustees, vote together on such amendment as a single class), the Trustees
may amend this Declaration by an instrument signed or a resolution adopted by a
majority of the Trustees then in office. No Shareholder not so affected by any
such amendment shall be entitled to vote thereon. The Trustees may (by such an
instrument or resolution) also amend or otherwise supplement this Declaration of
Trust, without any authorization, consent or vote of the Shareholders, to change
the name of the Trust or any Fund, to make such other changes as do not have a
materially adverse effect on the financial interests of

26
<PAGE>

Shareholders hereunder or to conform this Declaration to the requirements of
applicable federal or state laws or regulations or the requirements of the
Internal Revenue Code of 1986, but the Trustees shall not be liable for failing
to do so. Any such amendment or supplemental Declaration of Trust shall be
effective as provided in the instrument or resolution containing its terms or,
if there is no provision therein with respect to effectiveness, upon the signing
of such instrument or adoption of such resolution by a majority of the Trustees
then in office. Any amendment effected by a resolution of the Trustees shall be
evidenced by a certificate of amendment describing or quoting such resolution
and signed by a Trustee or officer of the Trust. Copies of any amendment or of
any supplemental Declaration of Trust shall be filed as specified in Section 9.1
hereof. Nothing contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the Shareholders,
Trustees, officers, employees and agents of the Trust or to permit assessments
upon Shareholders.

ARTICLE - IX

MISCELLANEOUS

Section 9.1 Filing of Copies, References, Headings and Counterparts.
The original or a copy of this instrument, of any amendment hereto, of any
certificate of amendment and of each declaration of trust supplemental hereto,
shall be kept at the office of the Trust. A copy of this instrument, of any
amendment hereto, of any certificate of amendment and of each supplemental
declaration of trust shall be filed with the Massachusetts Secretary of State
and with any other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a certificate by a
Trustee or an officer of the Trust as to whether or not any such amendments or
supplemental declarations of trust have been made and as to any matters in
connection with the Trust hereunder, and with the same effect as if it were the
original, may rely on a copy certified by a Trustee or an officer of the Trust
to be a copy of this instrument or of any such amendment hereto or supplemental
declaration of trust.

In this instrument or in any such amendment or supplemental declaration of
trust, references to this instrument, and all expressions such as "herein",
"hereof", and "hereunder", shall be deemed to refer to this instrument as
amended or affected by any such supplemental declaration of trust. Headings are
placed herein for convenience of reference only and in case of any conflict, the
text of this instrument, rather than the headings, shall control. This
instrument shall be executed in any number of counterparts each of which shall
be deemed an original, but such counterparts shall constitute one instrument. A
restated Declaration, integrating into a single instrument all of the provisions
of the Declaration which are then in effect and operative, may be executed from
time to time by a majority of the Trustees then in office and filed with the
Massachusetts Secretary of State. A restated Declaration shall, upon execution,
be conclusive evidence of all amendments and supplemental declarations contained
therein and may hereafter be referred to in lieu of the original Declaration and
the various amendments and supplements thereto.

27
<PAGE>

Section 9.2 Applicable Law. The Trust set forth in this instrument
is made in The Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.

Section 9.3 Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of legal counsel, that any of such provisions is in
conflict with the 1940 Act, the Internal Revenue Code of 1986 or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of this Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination.

(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provisions in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.

28
<PAGE>

IN WITNESS WHEREOF, the undersigned, being the sole Trustee of the
Trust, has executed and delivered this instrument in the Commonwealth of
Massachusetts this ____ day of __________, 1999.

______________________________
Michael J. Vogelzang
100 Federal Street
Boston, Massachusetts 02110

<PAGE>

Exhibit (b)

BY-LAWS

BOSTON ADVISORS TRUST

September __, 1999
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I - THE TRUSTEES................................................... 1
Section 1. Number of Trustees........................................ 1
Section 2. Resignation and Removal................................... 1
Section 3. Vacancies................................................. 1
Section 4. Temporary Absence of Trustee.............................. 2
Section 5. Effect of Death, Resignation, Removal, Etc. of a Trustee.. 2
Section 6. Chairman.................................................. 2

ARTICLE II - OFFICERS AND THEIR ELECTION................................... 2
Section 1. Officers.................................................. 2
Section 2. Election of Officers...................................... 3
Section 3. Resignations and Removals................................. 3

ARTICLE III - POWERS AND DUTIES OF TRUSTEES AND OFFICERS................... 3
Section 1. Trustees.................................................. 3
Section 2. Executive and Other Committees............................ 3
Section 3. Chairman of the Trustees.................................. 3
Section 4. President................................................. 3
Section 5. Vice Presidents........................................... 4
Section 6. Treasurer................................................. 4
Section 7. Secretary................................................. 4
Section 8. Other Officers............................................ 4
Section 9. Compensation.............................................. 4

ARTICLE IV - MEETINGS OF SHAREHOLDERS...................................... 5
Section 1. Meetings.................................................. 5
Section 2. Place of Meetings......................................... 5
Section 3. Notice of Meetings........................................ 5
Section 4. Quorum.................................................... 5
Section 5. Voting.................................................... 6
Section 6. Proxies................................................... 6
Section 7. Consents.................................................. 7
Section 8. Abstentions and Broker Non-Votes.......................... 7
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
ARTICLE V - TRUSTEE MEETINGS.......................................... 7
Section 1. Meetings............................................. 7
Section 2. Notices.............................................. 8
Section 3. Consents............................................. 8
Section 4. Place of Meetings.................................... 8
Section 5. Quorum and Manner of Acting.......................... 8

ARTICLE VI - Shares of Beneficial Interest............................ 9
Section 1. Certificates of Beneficial Interest.................. 9
Section 2. Transfer of Shares................................... 9
Section 3. Transfer Agent and Registrar; Regulations............ 9
Section 4. Closing of Transfer Books and Fixing Record Date..... 10
Section 5. Lost, Destroyed or Mutilated Certificates............ 10
Section 6. Record Owner of Shares............................... 10

ARTICLE VII - FISCAL YEAR............................................. 10

ARTICLE VIII - SEAL................................................... 11

ARTICLE IX - INSPECTION OF BOOKS...................................... 11

ARTICLE X - CUSTODIAN................................................. 11

ARTICLE XI - LIMITATION OF LIABILITY AND INDEMNIFICATION.............. 12
Section 1. Limitation of Liability.............................. 12
Section 2. Indemnification of Trustees, Advisory Board Members
and Officers......................................... 12
Section 3. Indemnification of Shareholders...................... 14

ARTICLE XII - UNDERWRITING ARRANGEMENTS............................... 15

ARTICLE XIII - REPORT TO SHAREHOLDERS................................. 15

ARTICLE XIV - CERTAIN TRANSACTIONS.................................... 16
Section 1. Long and Short Positions............................. 16
Section 2. Loans of Trust Assets................................ 16
Section 3. Miscellaneous........................................ 17

ARTICLE XV - AMENDMENTS............................................... 17
</TABLE>

iii
<PAGE>

BY-LAWS

BOSTON ADVISORS TRUST

ARTICLE I

The Trustees

SECTION 1. Number of Trustees. The number of Trustees shall be fixed by a
------------------
majority of the Trustees, provided, however, that the number of Trustees shall
at no time exceed eighteen. No decrease in the number of Trustees shall have the
effect of removing any Trustee from office prior to the expiration of his term,
but the number of Trustees may be decreased in conjunction with the declination,
death, resignation, retirement, removal or incapacity of a Trustee.

SECTION 2. Term of Office of Trustees. Each Trustee shall hold office
--------------------------
until his successor is elected or the Trust terminated; except that (a) any
Trustee may resign by written instrument signed by him and delivered to the
other Trustees or to any Trust officer, which shall take effect upon such
delivery or upon such later date as is specified therein; (b) any Trustee may be
removed at any time with or without cause by written instrument, signed by at
least two-thirds of the number of Trustees prior to such removal, specifying the
date when such removal shall become effective; (c) any Trustee who requests in
writing to be retired or who has become incapacitated by illness or injury may
be retired by written instruments signed by a majority of the other Trustees,
specifying the date of his retirement; or (d) a Trustee may be removed at any
special meeting of the shareholders of the Trust by a vote of two-thirds of the
outstanding shares of beneficial interest of the Trust (the "shares").

SECTION 3. Vacancies. In case of the declination, death, resignation,
---------
retirement, removal, or incapacity of any of the Trustees, or in case a vacancy
shall, by reason of an increase in number, or for any other reason, exist, the
remaining Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit. Such appointment shall be evidenced by a
written instrument signed by a majority of the Trustees in office whereupon the
appointment shall take effect. An appointment of a Trustee may be made by the
Trustees then in office in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee so appointed shall have accepted this trust,
the trust estate shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further

1
<PAGE>

act or conveyance, and he shall be deemed a Trustee hereunder and under the
Declaration of Trust. The power of appointment is subject to the provisions of
Section 16(a) of the Investment Company Act of 1940, as from time to time
amended (the "1940 Act").

Whenever a vacancy among the Trustees shall occur, until such vacancy is
filled, or while any Trustee is absent from The Commonwealth of Massachusetts
or, if not a domiciliary of Massachusetts, is absent from his state of domicile,
or is physically or mentally incapacitated by reason of disease or otherwise,
the other Trustees shall have all the powers hereunder and the certificate of
the other Trustees of such vacancy, absence or incapacity shall be conclusive,
provided, however, that no vacancy shall remain unfilled for a period longer
than six calendar months.

SECTION 4. Temporary Absence of Trustee. Any Trustee may, by power of
----------------------------
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as herein
otherwise expressly provided.

SECTION 5. Effect of Death, Resignation, Removal, Etc. of a Trustee. The
--------------------------------------------------------
death, declination, resignation, retirement, removal, or incapacity of the
Trustees, or any one of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of the Declaration of Trust or
these By-laws.

SECTION 6. Chairman. The Trustees may appoint one of their number to be
--------
Chairman of the Board of Trustees. The Chairman shall preside at all meetings of
the Trustees, shall be responsible for the execution of policies established by
the Trustees and the administration of the Trust, and may also be an officer of
the Trust.

ARTICLE II

Officers and Their Election

SECTION 1. Officers. The officers of the Trust shall be a President, a
--------
Vice President, a Treasurer, a Secretary, and such other officers or agents as
the Trustees may from time to time elect. It shall not be necessary for any
Trustee or other officer to be a holder of shares in the Trust.

SECTION 2. Election of Officers. The Treasurer, Secretary and any Vice
--------------------
President shall be chosen annually by the Trustees. The President shall be
chosen annually by and from the Trustees.

2
<PAGE>

Except for the offices of President and Secretary, two or more offices may
be held by a single person. The officers shall hold office until their
successors are chosen and qualified.

SECTION 3. Resignations and Removals. Any officer of the Trust may resign
-------------------------
by filing a written resignation with the President, with the Trustees or with
the Secretary, which shall take effect on being so filed or at such time as may
otherwise be specified therein. The Trustees may at any meeting remove an
officer.

ARTICLE III

Powers and Duties of Trustees and Officers

SECTION 1. Trustees. The business and affairs of the Trust shall be
--------
managed by the Trustees, and they shall have all powers necessary and desirable
to carry out that responsibility, so far as such powers are not inconsistent
with the laws of The Commonwealth of Massachusetts, the Declaration of Trust, or
these By-laws.

SECTION 2. Executive and Other Committees. The Trustees may elect from
------------------------------
their own number an executive committee to consist of not less than three nor
more than five members, which shall have the power and duty to conduct the
current and ordinary business of the Trust, including the purchase and sale of
securities, while the Trustees are not in session, and such other powers and
duties as the Trustees may from time to time delegate to such committee. The
Trustees may also elect from their own number other committees from time to
time, the number composing such committees and the powers conferred upon the
same to be determined by vote of the Trustees.

SECTION 3. Chairman of the Trustees. The Trustees may, but need not,
------------------------
appoint from among their number a Chairman. When present he shall preside at the
meetings of the shareholders and of the Trustees. He may call meetings of the
Trustees and of any committee thereof whenever he deems it necessary.

SECTION 4. President. In the absence of the Chairman of the Trustees, the
---------
President shall preside at all meetings of the shareholders. Subject to the
Trustees and to any committees of the Trustees, within their respective spheres,
as provided by the Trustees, he shall at all times exercise a general
supervision and direction over the affairs of the Trust. He shall have the power
to employ attorneys and counsel for the Trust and to employ such subordinate
officers, agents, clerks and employees as he may find necessary to transact the
business of the Trust. He shall also have the power to grant, issue, execute or
sign such powers of attorney, proxies or other documents as may be deemed
advisable or necessary in furtherance of the interests of the

3
<PAGE>

Trust. The President shall have such other powers and duties as, from time to
time, may be conferred upon or assigned to him by the Trustees.

SECTION 5. Vice Presidents. In the absence or disability of the
---------------
President, the Vice President or, if there be more than one Vice President, any
Vice President designated by the Trustees, shall perform all the duties and may
exercise any of the powers of the President, subject to the control of the
Trustees. Each Vice President shall perform such other duties as may be assigned
to him from time to time by the Trustees and the President.

SECTION 6. Treasurer. The Treasurer shall be the principal financial and
---------
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such bank or trust company as the
Trustees shall employ as custodian in accordance with Article III of the
Declaration of Trust. He shall make annual reports in writing of the business
conditions of the Trust, which reports shall be preserved upon its records, and
he shall furnish such other reports regarding the business and condition as the
Trustees may from time to time require. The Treasurer shall perform such duties
additional to the foregoing as the Trustees may from time to time designate.

SECTION 7. Secretary. The Secretary shall record in books kept for the
---------
purpose all votes and proceedings of the Trustees and the shareholders at their
respective meetings. He shall have custody of the seal, if any, of the Trust and
shall perform such duties additional to the foregoing as the Trustees may from
time to time designate.

SECTION 8. Other Officers. Other officers elected by the Trustees shall
--------------
perform such duties as the Trustees may from time to time designate.

SECTION 9. Compensation. The Trustees and officers of the Trust may
------------
receive such reasonable compensation from the Trust for the performance of their
duties as the Trustees may from time to time determine.

ARTICLE IV

Meetings of Shareholders

SECTION 1. Meetings. Meetings of the shareholders may be called at any
--------
time by the President, and shall be called by the President or the Secretary at
the request, in writing or by resolution, of a majority of the Trustees, or at
the written request of the holder or holders of ten percent (10%) or more of the
total number of shares of the then issued and outstanding shares of the Trust
entitled to vote at such meeting. Any such request shall state the purposes of
the proposed meeting.

4
<PAGE>

SECTION 2. Place of Meetings. Meetings of the shareholders shall be held
-----------------
at the principal place of business of the Trust in Boston, Massachusetts, unless
a different place within the United States is designated by the Trustees and
stated as specified in the respective notices or waivers of notice with respect
thereto.

SECTION 3. Notice of Meetings. Notice of all meetings of the
------------------
shareholders, stating the time, place and purposes of the meetings, shall be
given by the Trustees by mail or telegraphic or electronic means to each
shareholder at his address as recorded on the register of the Trust mailed at
least ten (10) days and not more than one hundred twenty (120) days before the
meeting, provided, however, that the notice of a meeting need not be given to a
-------- -------
shareholder to whom such notice need not be given under the proxy rules of the
Commission under the 1940 Act and the Securities Exchange Act of 1934, as
amended. Only the business stated in the notice of the meeting shall be
considered at such meeting. Any adjourned meeting may be held as adjourned
without further notice. No notice need be given to any shareholder who shall
have failed to inform the Trust of his current address or if a written waiver of
notice, executed before or after the meeting by the shareholder or his attorney
thereunto authorized, is filed with the records of the meeting.

SECTION 4. Quorum. Except as otherwise provided by law, to constitute a
------
quorum for the transaction of any business at any meeting of shareholders, there
must be present, in person or by proxy, holders of a majority of the total
number of shares of the then issued and outstanding shares of the Trust entitled
to vote at such meeting; provided that if a series or class of shares is
entitled to vote as a separate series or class on any matter, then in the case
of that matter a quorum shall consist of the holders of a majority of the total
number of shares of that series or class then issued, outstanding and entitled
to vote at the meeting. Shares owned directly or indirectly by the Trust, if
any, shall not be deemed outstanding for this purpose.

If a quorum, as above defined, shall not be present for the purpose of any
vote that may properly come before any meeting of shareholders at the time and
place of any meeting, the shareholders present in person or by proxy and
entitled to vote at such meeting on such matter holding a majority of the shares
present and entitled to vote on such matter may by vote adjourn the meeting from
time to time to be held at the same place without further notice than by
announcement to be given at the meeting until a quorum, as above defined,
entitled to vote on such matter, shall be present, whereupon any such matter may
be voted upon at the meeting as though held when originally convened.

SECTION 5. Voting. At each meeting of the shareholders every shareholder
------
of the Trust shall be entitled, as the Trustees determine, to either (a) one (1)
vote in person or by proxy for each of the then issued and outstanding shares of
the Trust then having voting power in respect of the matter upon which the vote
is to be taken, standing in his name on the books of the Trust

5
<PAGE>

at the time of the closing of the transfer books for the meeting (the "Closing
Date"), or, if the books be not closed for any meeting, on the record date (the
"Record Date") fixed as provided in Section 4 of Article VI of these By-laws for
determining the shareholders entitled to vote at such meeting, or if the books
be not closed and no record date be fixed, at the time of the meeting (the
"Meeting Date"); the record holder of a fraction of a share shall be entitled in
like manner to a corresponding fraction of a vote, or (b) one vote for each
dollar of the net asset value (number of shares owned times net asset value per
share of such series or class, as applicable) of the shares held by such
shareholder on the Closing Date, Record Date or Meeting Date, as applicable; and
each fractional dollar amount shall be entitled to a proportionate fractional
vote, except that shares held in the treasury of the Trust shall not be voted.
Notwithstanding the foregoing, the Trustees may, in conjunction with the
establishment of any series or class of shares, establish conditions under which
the several series or classes shall have separate voting rights or no voting
rights.

All elections of Trustees shall be conducted in any manner approved at the
meeting of the shareholders at which said election is held, and shall be by
ballot if so requested by any shareholder entitled to vote thereon. The persons
receiving the greatest number of votes shall be deemed and declared elected.
Except as otherwise required by law, by the Declaration of Trust or by these
By-laws, all matters shall be decided by a majority of the votes of the Trust or
affected series or class cast, as hereinabove provided, by persons entitled to
vote thereon.

SECTION 6. Proxies. Any shareholder entitled to vote upon any matter at
-------
any meeting of the shareholders may so vote by proxy, but no proxy which is
dated more than nine months before the meeting named therein shall be accepted
and no such proxy shall be valid after the final adjournment of such meeting.
Every proxy shall be in writing subscribed by the shareholder or his duly
authorized attorney and shall be dated, but need not be sealed, witnessed or
acknowledged. Proxies shall be delivered to the Secretary or person acting as
secretary of the meeting before being voted. A proxy with respect to shares held
in the name of two or more persons shall be valid if executed by one of them
unless at or prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a shareholder shall be deemed valid unless
challenged at or prior to its exercise. The placing of a shareholder's name on a
proxy pursuant to telephonic or electronically transmitted instructions obtained
pursuant to procedures reasonably designed to verify that such instructions have
been authorized by such shareholder shall constitute execution of such proxy by
or on behalf of such shareholder.

SECTION 7. Consents. Any action which may be taken by shareholders may be
--------
taken without a meeting if a majority of shareholders entitled to vote on the
matter (or such larger proportion thereof as shall be required by law, the
Declaration of Trust or these By-laws for approval of such matter) consent to
the action in writing and the written consents are filed with

6
<PAGE>

the records of the meetings of shareholders. Such consents shall be treated for
all purposes as votes taken at a meeting of shareholders.

SECTION 8. Abstentions and Broker Non-Votes. Outstanding shares
--------------------------------
represented at the meeting in person or by proxy (including shares which abstain
or do not vote with respect to one or more of any proposals presented for
shareholder approval) will be counted for purposes of determining whether a
quorum is present at a meeting. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the number of shares
that are present and entitled to vote with respect to any particular proposal,
but will not be counted as a vote in favor of such proposal. If a broker or
nominee holding shares in "street name" indicates on the proxy that it does not
have discretionary authority to vote on a particular proposal, those shares will
not be considered as present and entitled to vote on such proposal.

ARTICLE V

Trustee Meetings

SECTION 1. Meetings. The Trustees may in their discretion provide for
--------
regular or stated meetings of the Trustees. Meetings of the Trustees other than
regular or stated meetings shall be held whenever called by the Chairman or
President or by any other Trustee then in office. The Trustees may meet by
conference telephone, teleconference or other electronic media or communication
equipment by means of which all persons participating in the meeting can
communicate with each other and participation by such means shall be deemed to
have been held at a place designated by the Trustees at the meeting.
Participation in a telephone conference meeting shall constitute presence in
person at such meeting.

SECTION 2. Notices. Notice of regular or stated meetings need not be
-------
given. Notice of the time and place of each meeting other than regular or stated
meetings shall be given by the Secretary, officer or Trustee calling the meeting
and shall be mailed to each Trustee at least two (2) days before the meeting, or
shall be e-mailed, telegraphed, cabled, or telefaxed to each Trustee at his
business address or personally delivered to him at least one (1) day before the
meeting. Such notice may, however, be waived by all the Trustees. Notice of a
meeting need not be given to any Trustee if a written waiver of notice, executed
by him before or after the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him. A notice or waiver of notice need
not specify the purpose of any special meeting.

SECTION 3. Consents. Any action required or permitted to be taken at any
--------
meeting of the Trustees may be taken by the Trustees without a meeting if a
written consent thereto is signed by a majority (or such other percentage as may
be required by the Declaration of Trust, these By-

7
<PAGE>

laws or statute) the Trustees and filed with the records of the Trustees'
meetings. Such consent shall be treated as a vote at a meeting for all purposes.

SECTION 4. Place of Meetings. The Trustees may hold their meetings
-----------------
outside of The Commonwealth of Massachusetts, and may, to the extent permitted
by law, keep the books and records of the Trust, and provide for the issue,
transfer and registration of its stock, outside of said Commonwealth at such
places as may, from time to time, be designated by the Trustees.

SECTION 5. Quorum and Manner of Acting. A majority of the Trustees in
---------------------------
office shall be present in person at any regular stated or special meeting of
the Trustees in order to constitute a quorum for the transaction of business at
such meeting. Except as otherwise required by the Declaration of Trust, by these
By-laws or by statute, the act of a majority of the Trustees present at any such
meeting, at which a quorum is present, shall be the act of the Trustees. In the
absence of quorum, a majority of the Trustees present may adjourn the meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given.

ARTICLE VI

Shares of Beneficial Interest

SECTION 1. Certificates of Beneficial Interest. Certificates for shares
-----------------------------------
of beneficial interest of any series or class of the Trust, if issued, shall be
in such form as shall be approved by the Trustees. They shall be signed by, or
in the name of, the Trust by the President and by the Treasurer and may, but
need not be, sealed with the seal of the Trust; provided, however, that if such
certificate is signed by a transfer agent or a transfer clerk acting on behalf
of the Trust or a registrar other than a Trustee, officer or employee of the
Trust, the signature of the President or Treasurer and the seal may be
facsimile. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates, shall cease to be such officer or officers of the Trust whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Trust, such certificate or
certificates may nevertheless be adopted by the Trust and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signatures shall have been used thereon had not
ceased to be such officer or officers of the Trust.

SECTION 2. Transfer of Shares. Transfers of shares of beneficial interest
------------------
of the Trust shall be made only on the books of the Trust by the owner thereof
or by his attorney thereunto authorized by a power of attorney duly executed and
filed with the Secretary or a transfer agent, and only upon the surrender of any
certificate or certificates for such shares. The Trust shall not impose any
restrictions upon the transfer of the shares of the Trust, but this requirement
shall not

8
<PAGE>

prevent the charging of customary transfer agent fees or the requirement of
signatures or documents evidencing the authority of the person requesting the
redemption of shares to act on behalf of the record owner of these shares.

SECTION 3. Transfer Agent and Registrar; Regulations. The Trust shall, if
-----------------------------------------
and whenever the Trustees shall so determine, maintain one or more transfer
offices or agencies, each in the charge of a transfer agent designated by the
Trustees, where the shares of beneficial interest of the Trust shall be directly
transferable. The Trust shall, if and whenever the Trustees shall so determine,
maintain one or more registry offices, each in the charge of a registrar
designated by the Trustees, where such shares shall be registered, and no
certificate for shares of the Trust in respect of which a transfer agent and/or
registrar shall have been designated shall be valid unless countersigned by such
transfer agent and/or registered by such registrar. The principal transfer agent
shall have charge of the stock transfer books, lists and records, which shall be
kept in an office which shall be deemed to be the stock transfer office of the
Trust. The Trustees may also make such additional rules and regulations as they
may deem expedient concerning the issue, transfer and registration of
certificates for shares of the Trust.

SECTION 4. Closing of Transfer Books and Fixing Record Date. The Trustees
------------------------------------------------
may fix in advance a time which shall be not more than one hundred twenty (120)
days before the date of any meeting of shareholders, or the date for the payment
of any dividend or the making of any distribution to shareholders or the last
day on which the consent or dissent of shareholders may be effectively expressed
for any purpose, as the record date for determining the shareholders having the
right to notice of and to vote at such meeting, and any adjournment thereof, or
the right to receive such dividend or distribution or the right to give such
consent or dissent, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date. The Trustees may, without fixing such record
date, close the transfer books for all or any part of such period for any of the
foregoing purposes.

SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any
-----------------------------------------
shares of the Trust shall immediately notify the Trust of any loss, destruction
or mutilation of the certificate therefor, and the Trustees may, in their
discretion, cause a new certificate or certificates to be issued to him, in case
of mutilation of the certificate, upon the surrender of the mutilated
certificate, or, in the case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and, in any case, if the Trustees
shall so determine, upon the delivery of a bond in such form and in such sum and
with such surety or sureties as the Trustees may direct, to indemnify the Trust
against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate.

SECTION 6. Record Owner of Shares. The Trust shall be entitled to treat
----------------------
the person in whose name any share of a series or class of the Trust is
registered on the books of the Trust as

9
<PAGE>

the owner thereof, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person.

ARTICLE VII

Fiscal Year

The fiscal year of the Trust shall begin on the first day of October in
each year and shall end on the last day of September in each year, provided,
however, that the Trustees may from time to time change the fiscal year. The
taxable year of each Series of the Trust shall be as determined by the Trustees
from time to time.

ARTICLE VIII

Seal

The Trustees may adopt a seal of the Trust which shall be in such form and
shall have such inscription thereon as the Trustees may from time to time
prescribe.

ARTICLE IX

Inspection of Books

The Trustees shall from time to time determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
accounts and books of the Trust or any of them shall be open to the inspection
of the shareholders; and no shareholder shall have any right of inspecting any
account or book or document of the Trust except as conferred by law or
authorized by the Trustees or by resolution of the shareholders.

ARTICLE X

Custodian

The following provisions shall apply to the employment of a Custodian
pursuant to Article III of the Declaration of Trust and to any contract entered
into with the Custodian so employed:

10
<PAGE>

(a) The Trustees shall cause to be delivered to the Custodian
all securities owned by the Trust or to which it may become
entitled, and shall order the same to be delivered by the
Custodian in connection with a sale, exchange, transfer,
pledge, loan, or other disposition thereof, all as the Trustees
may generally or from time to time require or approve, or to a
successor Custodian; and the Trustees shall cause all funds
owned by the Trust or to which it may become entitled to be
paid to the Custodian, and shall order the same disbursed in
payment for the securities acquired, or in payment of expenses,
including management compensation, and liabilities of the
Trust, including distributions to shareholders, or to a
successor Custodian.

(b) In case of the resignation, removal or inability to serve of
any such Custodian, the Trustees shall promptly appoint another
bank or trust company meeting the requirements of said Article
VII as successor Custodian. The agreement with the Custodian
shall provide that the retiring Custodian shall, upon receipt
of notice of such appointment, deliver the funds and property
of the Trust in its possession to and only to such successor,
and that pending the appointment of a successor Custodian, or a
vote of the shareholders to function without a Custodian, the
Custodian shall not deliver funds and property of the Trust to
the Trustees, but may deliver them to a bank or trust company,
of its own selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published report, of
not less than $2,000,000, as the property of the Trust to be
held under terms similar to those on which they were held by
the retiring Custodian.

ARTICLE XI

Limitation of Liability and Indemnification

SECTION 1. Limitation of Liability. Provided they have exercised
-----------------------
reasonable care and have acted under the reasonable belief that their actions
are in the best interest of the Trust, the Trustees and any advisory board
members shall not be responsible for or liable in any event for neglect or
wrongdoing of them or any officer, agent, employee or investment adviser of the
Trust, but nothing contained herein shall protect any Trustee or advisory board
member against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

11
<PAGE>

SECTION 2. Indemnification of Trustees, Advisory Board Members and
-------------------------------------------------------
Officers. The Trust shall indemnify each person who was or is a party or is
- --------
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or has been a Trustee, advisory board member,
officer, employee or agent of the Trust, or is or has been serving at the
request of the Trust as a trustee, director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, provided that:

(a) such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Trust,

(b) with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful,

(c) unless ordered by a court, indemnification shall be made only as
authorized in the specific case upon a determination that
indemnification of the Trustee, advisory board member, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subparagraphs
(a) and (b) above and (e) below, such determination to be made
based upon a review of readily available facts (as opposed to a
full trial-type inquiry) by (i) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the
matter) or (ii) by independent legal counsel in a written
opinion.

(d) in the case of an action or suit by or in the right of the Trust
to procure a judgment in its favor, no indemnification shall be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Trust unless and
only to the extent that the court in which such action or suit is
brought, or a court of equity in the county in which the Trust
has its principal office, shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, he is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem
proper; and

(e) no indemnification or other protection shall be made or given to
any Trustee, advisory board member or officer of the Trust
against any liability to the Trust or to its security holders to
which he would otherwise be

12
<PAGE>

subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office.

Expenses (including attorneys' fees) incurred with respect to any claim,
action, suit or proceeding of the character described in the preceding paragraph
shall be paid by the Trust in advance of the final disposition thereof upon
receipt of an undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Trust as authorized by this Article, provided that either:

(1) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust
shall be insured against losses arising out of any such advances;
or

(2) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees act on
the matter) or an independent legal counsel in a written opinion
shall determine, based upon a review of readily available facts
(as opposed to a full trial-type inquiry), that there is reason
to believe that the recipient ultimately will be found entitled
to indemnification.

As used in this Section 2, a "Disinterested Trustee" is one who is not (i)
an "Interested Person," as defined in the 1940 Act, of the Trust (including
anyone who has been exempted from being an "Interested Person" by any rule,
regulation, or order of the Securities and Exchange Commission), or (ii)
involved in the claim, action, suit or proceeding.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Trust, or with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 3. Indemnification of Shareholders. In case any shareholder or
-------------------------------
former shareholder of any series of the Trust shall be held to be personally
liable solely by reason of his being or having been a shareholder and not
because of his acts or omissions or for some other reason, the shareholder or
former shareholder (or his heirs, executors, administrators or other legal
representatives or, in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled out of the Trust estate pertaining
to that series to be held harmless from and indemnified against all loss and
expense arising from such liability. The Trust shall, upon request by the
shareholder, assume the defense of any claim made against any shareholder for
any act or obligation of the Trust and satisfy any judgment thereon.

13
<PAGE>

ARTICLE XII

Underwriting Arrangements

Any contract entered into for the sale of shares of the Trust pursuant to
Article III of the Declaration of Trust shall require the other party thereto
(hereinafter called the "underwriter") whether acting as principal or as agent
to use all reasonable efforts, consistent with the other business of the
underwriter, to secure purchasers for the shares of the Trust.

The underwriter may be granted the right:

(a) To purchase as principal or agent, from the Trust, at not less
than net asset value per share, the shares needed, but no more
than the shares needed (except for clerical errors and errors of
transmission), to fill unconditional orders for shares of the
Trust received by the underwriter.

(b) To purchase as principal or agent, from shareholders of the Trust
at not less than net asset value per share such shares as may be
presented to the Trust, or the transfer agent of the Trust, for
redemption and as may be determined by the underwriter in its
sole discretion.

ARTICLE XIII

Report to Shareholders

The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust including financial
statements which shall at least annually be certified by independent public
accountants.

14
<PAGE>

ARTICLE XIV

Certain Transactions

SECTION 1. Long and Short Positions. Except as hereinafter provided, no
------------------------
officer, advisory board member or Trustee of the Trust and no partner, officer,
director or shareholder of the manager or investment adviser of the Trust or of
the underwriter of the Trust, and no manager or investment adviser or
underwriter of the Trust, shall take long or short positions in the securities
issued by the Trust.

(a) The foregoing provision shall not prevent the underwriter from
purchasing from the Trust shares of the Trust if such purchases are
limited (except for reasonable allowances for clerical errors, delays
and errors of transmission and cancellation of orders) to purchases
for the purpose of filling orders for such shares received by the
underwriter, and provided that orders to purchase from the Trust are
entered with the Trust or the Custodian promptly upon receipt by the
underwriter of purchase orders for such shares, unless the underwriter
is otherwise instructed by its customer.

(b) The foregoing provision shall not prevent the underwriter from
purchasing shares of the Trust as agent for the account of the Trust .

(c) The foregoing provision shall not prevent the purchase from the Trust
or from the underwriter of shares issued by the Trust by any officer,
advisory board member or Trustee of the Trust or by any partner,
officer, director or shareholder of the manager or investment adviser
of the Trust at the price available to the public generally at the
moment of such purchase or, to the extent that any such person is a
shareholder, at the price available to shareholders of the Trust
generally at the moment of such purchase, or as described in the
current Prospectus of the Trust.

SECTION 2. Loans of Trust Assets. The Trust shall not lend assets of the
---------------------
Trust to any officer, advisory board member or Trustee of the Trust, or to any
partner, officer, director or shareholder of, or person financially interested
in, the manager or investment adviser of the Trust, or the underwriter of the
Trust, or to the manager or investment adviser of the Trust or to the
underwriter of the Trust.

SECTION 3. Miscellaneous. The Trust shall not permit any officer or
-------------
Trustee, or any officer or director of the manager or investment adviser or
underwriter of the Trust, to deal for or on behalf of the Trust with himself as
principal or agent, or with any partnership, association or corporation in which
he has a financial interest; provided that the foregoing provisions shall not
prevent (i) officers and Trustees of the Trust from buying, holding or selling
shares in the Trust,

15
<PAGE>

or from being partners, officers or directors of or otherwise financially
interested in the manager or investment adviser or underwriter of the Trust;
(ii) purchases or sales of securities or other property by the Trust from or to
an affiliated person or to the manger or investment adviser or underwriter of
the Trust if such transaction is exempt from the applicable provisions of the
1940 Act; (iii) purchases of investments from the portfolio of the Trust or
sales of investments owned by the Trust through a security dealer who is, or one
or more of whose partners, shareholders, officers or directors is, an officer or
Trustee of the Trust, if such transactions are handled in the capacity of broker
only and commissions charged do not exceed customary brokerage charges for such
services; (iv) employment of legal counsel, registrar, transfer agent, dividend
disbursing agent, custodian, administrator, printer or other provider of
services who is, or has a partner, shareholder, officer or director who is, an
officer or Trustee of the Trust if only customary fees are charged for services
to the Trust; or (v) sharing statistical, research, legal and management
expenses and office hire and expenses with any other investment company in which
an officer or Trustee of the Trust is an officer, trustee or director or
otherwise financially interested.

References to the manager or investment adviser of the Trust contained in
this Article XIV shall also be deemed to refer to any sub-adviser appointed in
accordance with Article III, Section 3.2 of the Declaration of Trust.

ARTICLE XV

Amendments

These By-laws may be amended at any meeting of the Trustees by a vote of a
majority of the Trustees then in office.

**********

<PAGE>

Exhibit (d)

INVESTMENT ADVISER AGREEMENT

Agreement made as of this ____ day of October 1999, by and between Boston
Advisors Trust (the "Trust"), a Massachusetts business trust, and Boston
Advisors, Inc. (the "Adviser"), a Massachusetts corporation.

WHEREAS, Advisors Money Market Fund, Advisors U.S. Government Money Market
Fund and Advisors Tax Free Money Market Fund (singly a "Fund" and collectively,
the "Funds") are each separate series of the Trust, an open-end management
investment company registered as such with the Securities and Exchange
Commission (the "SEC") pursuant to the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, the Trust, on behalf of each of the Funds, desires to appoint the
Adviser as the adviser for the Funds and the Adviser is willing to act in such
capacity upon the terms herein set forth.

NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the Trust and the Adviser, the parties hereto, intending to be
legally bound, hereby agree as follows:

1. Appointment
- ---------------

(a) The Trust, on behalf of each Fund, hereby appoints the Adviser as the
investment adviser of each Fund to provide investment advice and to
perform for the Funds such other duties and functions as are hereinafter
set forth. The Adviser hereby accepts such appointment and agrees to give
the Funds and the Trust's Board of Trustees (the "Trustees"), directly or
through the Adviser, the benefit of the Adviser's best judgment, effort,
advice and recommendations in respect of its duties as defined in Section
2.

(b) The Trust hereby represents and warrants to the Adviser, which
representations and warranties shall be deemed to be continuing, that (i)
it has full power and authority to enter into this Agreement, and (ii) it
has taken all necessary and proper action to authorize the execution and
delivery of this Agreement.

(c) The Adviser hereby represents and warrants to the Trust, which
representations and warranties shall be deemed to be continuing, that (i)
it has full power and authority to enter into this Agreement, and (ii) it
has taken all necessary and proper action to authorize the execution and
delivery of this Agreement.

1
<PAGE>

2. Adviser Duties
- -----------------

The Adviser shall, subject to the direction and control of the Trustees, and in
accordance with the investment objectives and policies of the Funds as set forth
in the Trust's Registration Statement on Form N-1A and any applicable federal
and state laws: (i) regularly provide investment advice and recommendations to
the Funds, with respect to the Funds' investments, investment policies and the
purchase and sale of securities; (ii) supervise and monitor continuously the
investment program of the Funds and the composition of their portfolios and
determine what securities shall be purchased and sold by the Funds; (iii)
arrange, subject to the provisions of Section 4 hereof, for the purchase of
securities and other investments for the Funds and the sale of securities and
other investments of the Funds; (iv) provide reports on the foregoing to the
Trust in such detail as the Trust's officers may reasonably deem to be
appropriate to determine the adherence by the Adviser to the investment policies
and legal requirements of the Funds; and (v) make its officers and employees
available to the Trust at reasonable times to review the investment policies of
the Funds and to consult with the Trust's officers regarding the investment
affairs of the Funds.

3. Compensation of the Adviser
- ------------------------------

The Trust will pay to the Adviser as compensation for the Adviser's services
rendered and for the expenses borne by the Adviser, a fee, determined as
described in Schedule A which is attached hereto and made a part hereof.
----------

4. Portfolio Transactions and Brokerage
- ---------------------------------------

The Adviser shall place all orders for the purchase and sale of portfolio
securities for the Funds' account with issuers, brokers or dealers selected by
the Adviser, which may include where permissible under the 1940 Act, brokers or
dealers affiliated with the Adviser. In the selection of such brokers or dealers
and the placing of such orders, the Adviser always shall seek best execution,
which is to place transactions where the Funds can obtain the most favorable
combination of price and execution services in particular transactions or
provided on a continuing basis by a broker or dealer, and to deal directly with
a principal market in connection with over-the-counter transactions, except when
it is believed that best execution is obtainable elsewhere. Nothing in this
Agreement shall preclude the combining of orders for the sale or purchase of
securities or other investments with other accounts managed by the Adviser or
its affiliates, provided that the Adviser does not favor any account over any
other account and provided that any purchase or sale orders executed
contemporaneously shall be allocated in an equitable manner among the accounts
involved in accordance with procedures adopted by the Adviser and reviewed and
approved by the Trust.

5. Interested Trustees or Parties
- ---------------------------------

It is understood that Trustees, officers, and shareholders of the Trust may be
or become interested in the Adviser or its affiliates as directors, officers or
employees and that directors, officers and stockholders of the Adviser or its
affiliates may be or become similarly interested in the Trust, and that the
Adviser or its affiliates may be or become interested in the Trust as a
shareholder or

2
<PAGE>

otherwise.

6. Services Not Exclusive
- -------------------------

The services of the Adviser are not to be deemed exclusive, the Adviser being
free to render services to others and engage in other activities, provided,
however, that such other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering investment advice hereunder.
The Adviser, its affiliates and its other clients may at any time acquire or
dispose of securities which are at the same time being acquired or disposed of
for the account of the Funds. The Adviser shall not be obligated to acquire for
the Funds any security or other investment which the Adviser or its affiliates
may acquire for its or their own accounts or for the account of another client.

7. Compliance; Books and Records
- ---------------------------------

(a) The Adviser agrees to maintain compliance procedures which are
reasonably designed to ensure the Funds' compliance with the applicable
provisions of the 1940 Act and any rules or regulations thereunder and the
investment objective, policies and restrictions of the Funds as set forth
in the current Prospectus and Statement of Additional Information or any
other applicable provisions of state or federal law.

(b) The Adviser shall furnish to the Trust, at the Adviser's expense,
copies of all records prepared and maintained in connection with the
performance of this Agreement and the maintenance of compliance procedures
pursuant to this Section 7 as the Trust may reasonably request.

(c) The Adviser agrees to provide upon reasonable request of the Trust,
information regarding the Adviser, including but not limited to,
background information about the Adviser and its personnel and performance
data, for use in connection with efforts to promote the Funds and the sale
of their shares.

(d) In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Adviser hereby agrees that all records which it maintains for the
Trust are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust's request. The
Adviser further agrees to preserve for the periods prescribed by Rule 31a-
2 under the 1940 Act any records which it is required to maintain by Rule
31a-1 under the 1940 Act. The Adviser will treat confidentially and as
proprietary information of the Trust all records and other information
except as otherwise required by law.

8. Limitation of Liability of Adviser
- -------------------------------------

In consideration of the Adviser's undertaking to render the services described
in this Agreement, the Trust on behalf of the Funds, agrees that the Adviser
shall not be liable under this Agreement for any loss suffered by, the Trust,
the Funds or their shareholders, in connection with the performance

3
<PAGE>

of this Agreement, provided that nothing in this Agreement shall be deemed to
protect or purport to protect the Adviser against any liability to the Trust,
the Funds or its shareholders to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties under this Agreement.

9. Duration, Amendment and Termination
- ---------------------------------------

(a) Subject to prior termination as provided in sub-section (d) of this
Section 9, this Agreement shall continue in effect as to each Fund until
two years from the date hereof and for successive annual periods
thereafter, but only so long as the continuance after such initial two
year period shall be specifically approved at least annually by vote of
the Board of Trustees or by vote of a majority of the outstanding voting
securities of that Fund.

(b) This Agreement may be modified by the written agreement of the
Adviser, and the Trust on behalf of any Fund, such consent on the part of
each Fund to be authorized by vote of a majority of the outstanding voting
securities of that Fund if required by law. The execution of any such
modification or amendment by a party shall constitute a representation and
warranty to the other parties that all necessary consents or approvals
with respect to such modification or amendment have been obtained.

(c) In addition to the requirements of sub-sections (a) and (b) of this
Section 9, the terms of any continuance, modification or amendment of the
Agreement must have been approved by the vote of a majority of those
Trustees who are not parties to such Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of
voting on such approval.

(d) Either the Adviser or the Trust may, at any time on sixty (60) days'
prior written notice to the other parties, terminate this Agreement as to
any Fund, without payment of any penalty, and in the case of the Trust, by
action of its Board of Trustees, or by vote of a majority of that Fund's
outstanding voting securities.

(e) This Agreement shall terminate automatically in the event of its
assignment.

(f) Termination of this Agreement shall not relieve the Adviser from any
liability or obligation in respect of any matters, undertakings or
conditions which shall not have been done, observed or performed prior to
such termination. All records of the Trust in the possession of the
Adviser shall be returned to the Trust as soon as reasonably practicable
after the termination of this Agreement.

10. Disclaimer of Shareholder Liability
- ---------------------------------------

The Adviser understands that the obligations of the Trust under this Agreement
are not binding upon any Trustee or shareholder of the Trust personally, but
bind only the Trust and the Trust's property. Each Fund shall be liable only for
its own obligations and shall not be liable for the

4
<PAGE>

obligations of any other Fund hereunder.

11. Use of Name "Boston Advisors"
- --------------------------------

The Trust agrees that in the event that neither the Adviser nor any of its
affiliates acts as an investment adviser to the Trust, the name of the Trust and
each Fund will be changed to one that does not contain the name "Boston
Advisors" or otherwise suggest an affiliation with the Adviser.

12. Miscellaneous
- -----------------

(a) The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act as now in effect or as
hereafter amended.

(b) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.

(c) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

(d) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors.

(e) This Agreement may be executed in two or more counterparts, which
taken together shall constitute one and the same instrument.

(f) Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address
as such other party may designate for the receipt of such notice. No
notice shall be effective until received.

5
<PAGE>

IN WITNESS WHEREOF, the parties have caused this instrument to be executed
by their respective officers designated below as of the day and year first
above written.

Boston Advisors Trust on behalf of its series,
Advisors Money Market Fund
Advisors U.S. Government Money Market Fund
Advisors Tax Free Money Market Fund

By: __________________________________________
Name: ________________________________________
Title: _______________________________________

Boston Advisors, Inc. ("ADVISER")

By: __________________________________________
Name: _________________________________________
Title: ________________________________________

6
<PAGE>

SCHEDULE A
----------

The Trust, on behalf of each Fund, will pay to the Adviser as full compensation
for the Adviser's services rendered an annual fee, computed and paid monthly at
an annual rate as a percentage of the Fund's average daily net assets, as set
forth below. The fee for each month shall be payable within 30 business days
after the end of the month.

If the Adviser shall serve for any period less than a full month, the foregoing
compensation shall be prorated according to the proportion which such period
bears to a full month.

Fund Fee
- ---- ---

Advisors Money Market Fund 0.50%
Advisors U.S. Government Money Market Fund 0.50%
Advisors Tax Free Money Market Fund 0.50%

<PAGE>

Exhibit (m)

Boston Advisors Trust
(Class 1 Shares)

Plan of Distribution Adopted Pursuant to Rule 12b-1

WHEREAS, Boston Advisors Trust, a Massachusetts business trust, (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"Act");

WHEREAS, the Trust is authorized (i) to issue shares of beneficial interest
in separate series, with the shares of each such series representing the
interests in a separate portfolio of securities and other assets, and (ii) to
divide the shares within each such series into two or more classes;

WHEREAS, the Trust has established three portfolio series, Advisors Money
Market Fund, Advisors U. S. Government Money Market Fund and Advisors Tax Free
Money Market Fund (such funds being referred to herein as the "Initial Series"--
such series, together with all other series subsequently established by the
Trust and made subject to this Plan, being referred to herein individually as a
"Series" and collectively as the "Series");

WHEREAS, the Trust has established two classes of shares, such classes
being referred to as "Class 1 Shares" and "Class 2 Shares"; and

WHEREAS, the Trust desires to adopt a Plan of Distribution with respect to
Class 1 Shares (the "Shares") of the Initial Series pursuant to Rule 12b-1 under
the Act (the "Plan"); and

WHEREAS, the Trust has entered into a distribution agreement with Advest,
Inc. pursuant to which Advest acts as principal underwriter of the Trust's
shares and Advest may enter into one or more agreements (each, an "Agreement")
for the sale of the Shares with one or more underwriters, distributors, dealers
or brokers (each, a "Distributor"); and

WHEREAS, the Board of Trustees as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of this Plan or any Agreement
with any Distributor and any agreements relating thereto (the "Qualified
Trustees"), having determined, in the exercise of their reasonable business
judgment and in light of their fiduciary duties, that there is a reasonable
likelihood that this Plan and such Agreements will benefit each Initial Series,
Class 1 of each Initial Series and the Class 1 shareholders, have accordingly
approved this Plan and the Agreements by votes cast in person at a meeting
called for the purpose of voting on this Plan and the Agreements and any
agreements related thereto.

1
<PAGE>

NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule
12b-1 under the Act, on the following terms and conditions:

1. Distribution Activities. Subject to the supervision of the Board of
Trustees, the Trust may engage, directly or indirectly, in financing any
activities primarily intended to result in the sale of Shares, including, but
not limited to, the following: (1) making payments to underwriters, securities
dealers and others engaged in the sale of Shares, including payments to the
Distributor to be used to compensate or reimburse such persons for engaging in
such activities and (2) providing reimbursement of direct out-of-pocket
expenditures incurred by the Distributor in connection with the offer or sale of
Shares, including expenses relating to the formulation and implementation of
marketing strategies and promotional activities such as direct mail promotions
and television, radio, newspaper, magazine and other mass media advertising, the
preparation, printing and distribution of sales literature and reports for
recipients other than existing shareholders of the Trust, and obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Trust may, from time to time, deem
advisable. The Trust and the Series are authorized to engage in the activities
listed above, and in other activities primarily intended to result in the sale
of Shares, either directly or through other persons with which the Trust has
entered into Agreements pursuant to the Plan.

2. Maximum Expenditures. The expenditures to be made by the Initial
Series pursuant to this Plan and the basis upon which payment of such
expenditures will be made shall be determined from time to time by the Trustees,
but in no event may such expenditures exceed the following: (i) with respect to
Shares of the Initial Series, an annual rate of .25% of the average daily value
of net assets represented by such Shares, and (ii) with respect to Shares of any
Series subsequently established by the Trust and made subject to this Plan, the
annual rate as agreed upon and specified in an addendum hereto; plus such
amounts as the Distributor may expend from general revenues, profits and other
sources from time to time in accordance with the last sentence of Section 1. The
expenditures to be made pursuant to this Plan shall commence with respect to
Shares of a Series as of the date on which this Plan becomes effective with
respect to each such Series.

3. Payments. Pursuant to this Plan, the Trust shall make periodic
payments to the Distributor at the annual rate provided for in the Agreements
with such Distributor with respect to the Shares of each Series. The Distributor
may in turn remit to and allocate among selected dealers and others (including
affiliates of the Distributor) in consideration of and as reimbursement for
expenses incurred in the provision of distribution and marketing services, such
amounts as the Distributor shall determine. Any amounts received by the
Distributor and not so allocated may be retained by the Distributor as
compensation to the Distributor for providing services under the Agreement
and/or as reimbursement for expenses incurred in connection with the
distribution and promotion of the sale of the Shares and the servicing of
investor accounts as contemplated by Section 1 hereof.

2
<PAGE>

4. Term and Termination.

(a) Initial Series. This Plan shall become effective with respect to
the Shares of the Initial Series as of the later of (i) the date on which an
amendment to the Registration Statement on Form N-1A with respect to the Shares
becomes effective under the Securities Act of 1933, as amended or (ii) the date
on which the Initial Series commences offering the Shares to the public and
shall continue in effect with respect to the Shares (subject to Section 4(d)
hereof) until one year from the date of such effectiveness, unless the
continuation of this Plan shall have been approved with respect to the Shares in
accordance with the provisions of Section 4(c) hereof.

(b) Additional Series. This Plan shall become effective with respect
to the Shares of each additional Series established by the Trust after the date
hereof and made subject to this Plan upon commencement of the initial public
offering thereof (provided that the Plan has previously been approved with
respect to the Series by votes of a majority of both (i) the Board of Trustees
of the Trust and (ii) the Qualified Trustees, cast in person at a meeting held
before the initial public offering of such additional Series thereof and called
for the purpose of voting on such approval), and shall continue in effect with
respect to each such additional Series or class (subject to Section 4(d) hereof)
for one year thereafter, unless the continuation of this Plan shall have been
approved with respect to such additional Series in accordance with the
provisions of Section 4(c) hereof. The Distributor and the Trust on behalf of
each such additional Series shall each sign an addendum hereto agreeing to be
bound hereby and setting forth such specific and different terms as the parties
may agree upon, including, without implied limitation, the amount and purpose of
payments to be made hereunder, subject to any shareholder approval requirements
existing under applicable law.

(c) Continuation. This Plan and the Agreements shall continue in
effect with respect to each Series subsequent to the initial term specified in
Section 4(a) and (b) for so long as such continuance is specifically approved at
least annually by votes of a majority of both (i) the Board of Trustees of the
Trust and (ii) the Qualified Trustees, cast in person at a meeting called for
the purpose of voting on this Plan, subject to any shareholder approval
requirements existing under applicable law.

3
<PAGE>

(d) Termination.

(i) This Plan may be terminated at any time with respect to the
Shares of any Series thereof by vote of a majority of the Qualified
Trustees, or by vote of a majority of the outstanding voting Shares of that
Series. For purposes of this Plan, the term "vote of a majority of the
outstanding voting Shares" of any Series shall mean the vote of the lesser
of (A) 67 percent or more of the outstanding voting Shares present at such
meeting, if the holders of more than 50 percent of the outstanding voting
Shares are present and represented by proxy; or (B) 50 percent or more of
the Shares. The Plan may remain in effect with respect to a Series even if
it has been terminated in accordance with this Section 4(d) with respect to
one or more other Series of the Trust.

(ii) The Agreements may be terminated at any time, without
penalty, with respect to the Shares of any Series by vote of a majority of
the Qualified Trustees or by vote of a majority of the outstanding voting
Shares of that Series on sixty days' written notice to the Distributor. In
addition, the Agreements shall provide for automatic termination in the
event of their assignment.

5. Amendments. This Plan may not be amended to increase materially the
amount of expenditures provided for in Section 2 hereof unless such amendment is
approved by a vote of a majority of the outstanding Shares of each Series with
respect to which a material increase in the amount of distribution expenditures
is proposed, and no material amendment to the Plan shall be made unless approved
in the manner provided for annual renewal in Section 4(c) hereof. Otherwise,
this Plan may be amended with respect to the Shares of a Series by vote of a
majority of the Qualified Trustees or the outstanding voting Shares of that
Series.

6. Independent Trustees. While this Plan is in effect with respect to any
Series, the selection and nomination of Trustees who are not interested persons
(as defined in the Act) of the Trust shall be committed to the discretion of the
Trustees who are not interested persons.

7. Quarterly Reports. The Treasurer of the Trust and the Treasurer of the
Distributor shall provide to the Trustees of the Trust and the Trustees shall
review, at least quarterly, a written report of the amounts expended for the
distribution of the Shares pursuant to this Plan and the purposes for which such
expenditures were made.

8. Recordkeeping. The Trust shall preserve copies of this Plan, the
Agreements and any related agreements and all reports made pursuant to Section 7
hereof, for a period of not less than six years from the date of this Plan and
the Agreements (including any related agreements) or such reports, as the case
may be, the first two years in an easily accessible place.

Dated: October ___, 1999

<PAGE>

Exhibit (n)

Boston Advisors Trust

Multiple Class Expense Allocation Plan
Adopted Pursuant to Rule 18f-3

WHEREAS, Boston Advisors Trust, a Massachusetts business trust (the
"Trust"), engages in business as an open-end management investment company and
is or will be registered as such under the Investment Company Act of 1940, as
amended (the "Act");

WHEREAS, the Trust is authorized to (i) issue shares of beneficial interest
("Shares") in separate series, with the Shares of each such series representing
the interests in a separate portfolio of securities and other assets, and (ii)
divide the Shares within each such series into two or more classes;

WHEREAS, the Trust has established three portfolio series as of the date
hereof, Advisors Money Market Fund, Advisors U.S. Government Money Market Fund
and Advisors Tax Free Money Market Fund (such portfolios being referred to
collectively herein as the "Initial Series" - such series, together with all
other series subsequently established by the Trust and made subject to this
Plan, being referred to herein individually as a "Series" and collectively as
the "Series"), and two classes thereof designated as "Class 1 Shares" and "Class
2 Shares"; and

WHEREAS, the Trustees have determined to operate pursuant to Rule 18f-3
under the Act and pursuant to such Rule, the Board of Trustees as a whole, and
the Trustees who are not interested persons of the Trust (as defined in the Act)
(the "Qualified Trustees"), has determined in the exercise of their reasonable
business judgment that this Plan is in the best interest of each class of the
Initial Series individually and the Initial Series as a whole.

NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule
18f-3 under the Act, on the following terms and conditions:

1
<PAGE>

1. Class Differences. Each class of Shares of each Initial Series shall
represent interests in the same portfolio of investments of the Initial Series
and shall be identical in all respects, and except as otherwise set forth in
this Plan, shall differ solely with respect to: (i) arrangements for
distribution services as provided for in Sections 2 and 3 of this Plan; (ii) the
exclusive right of a class to vote on certain matters relating to the
arrangement of that class, including, but not limited to, any Plan of
Distribution adopted by the Trust with respect to such class; (iii) such
differences relating to purchase minimums and eligible investors as may be set
forth in the Prospectus and Statement of Additional Information of the Initial
Series, as the same may be amended or supplemented from time to time; (iv) the
differences in any exchange privileges or conversion features of the classes of
Shares in effect from time to time; and (v) the designation of each class of
shares.

2. Differences in Distribution Services. Each class of Shares of the
Initial Series shall have a different arrangement for distribution services, as
follows:

(a) Class 2 Shares. Class 2 Shares shall be sold without a sales
charge and such Shares shall not be subject to a Rule 12b-1 fee.

(b) Class 1 Shares. Class 1 Shares shall be sold without a sales
charge, but shall be subject to a Rule 12b-1 fee of up to 0.25% annually of the
average daily net asset value of the Initial Series.

3. Allocation of Expenses. Expenses of the Series shall be allocated
as follows:

(a) Class Expenses. Expenses relating to different arrangements for
distribution services shall be allocated to and paid by that class.

(b) Other Allocations. All expenses of the Series not allocated to a
particular class pursuant to Sections 2 and 3(a) of this Plan shall be allocated
to each class on the basis of the net asset value of that class in relation to
the net asset value of the Series. Notwithstanding the foregoing, the
underwriter, adviser, or other provider of services to a Series may waive or
reimburse the expenses of a specific class or classes to the extent permitted
under Rule 18f-3 under the Act; provided, however, that the Board shall monitor
the use of such waivers or reimbursements intended to differ by class.

4. Allocation of Income. Income, realized gains and losses,
unrealized appreciation and depreciation and Fundwide Expenses shall be
allocated to each class of Shares of each Initial Series based on the Settled
Shares Method, as such term is defined in Rule 18f-3 of the Act.

2
<PAGE>

5. Term and Termination.

(a) Initial Series. This Plan shall become effective with respect to
the Initial Series as of the date on which the Registration Statement on Form N-
1A of the Series is effective under the Securities Act of 1933, as amended, and
shall continue in effect with respect to each class of Shares of the Initial
Series (subject to Section 4(c) hereof) until terminated in accordance with the
provisions of Section 4(c) hereof.

(b) Additional Series or Classes. This Plan shall become effective
with respect to any class of the Initial Series other than Class 1 and Class 2
Shares and with respect to each additional Series or class thereof established
by the Trust after the date hereof and made subject to this Plan, upon
commencement of operations thereof or as otherwise determined, and shall
continue in effect with respect to each such additional Series or class (subject
to Section 4(c) hereof) until terminated in accordance with the provisions of
Section 4(c) hereof. An addendum hereto setting forth such specific and
different terms of such additional series of classes shall be attached to this
Plan.

(c) Termination. This Plan may be terminated at any time with respect
to the Trust or any Series or class thereof, as the case may be, by vote of a
majority of both the Trustees of the Trust and the Qualified Trustees. The Plan
may remain in effect with respect to a Series or class thereof even if it has
been terminated in accordance with this Section 4(c) with respect to one or more
other Series of the Trust.

6. Amendments. Any material amendment to this Plan shall require the
affirmative vote of a majority of both the Trustees of the Trust and the
Qualified Trustees. Any non-material amendment of this Plan may be made by
Boston Advisors, Inc., the Adviser to the Trust.

7. Recordkeeping. The Trust will maintain the records of
calculations of net asset value, dividends and distributions, expenses and
allocation of income and expenses in connection with the classes of shares of
each series for a period of not less than six years, the first two in an easily
accessible place. These calculations will be available for inspection by the
staff of the Securities and Exchange Commission.

Dated: October ___, 1999