FREEDOM GROUP OF TAX EXEMPT FUNDS, 485BPOS, 1998-02-26

FREEDOM GROUP OF TAX EXEMPT FUNDS
485BPOS, 1998-02-26

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<PAGE> 1

As Filed with the Securities and Exchange
Commission on February 26, 1998

1933 Act File No. 2-78609
1940 Act File No. 811-3519

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
-----
Pre-Effective Amendment No. / /
-----
Post-Effective Amendment No. 22 / X /
-- -----

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
-----
Amendment No. 24 / X /
-- -----
(Check appropriate box or boxes.)

FREEDOM GROUP OF TAX EXEMPT FUNDS
(Exact Name of Registrant)

One Beacon Street, Boston, MA 02108
(Address of Principal Executive Offices)

(617) 523-3170
(Registrant's Telephone Number)

Regina M. Pisa, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place, Boston, MA 02109
(Name and Address of Agent for Service of Process)

Approximate date of proposed public offering:

It is proposed that this filing will become effective under Rule 485 (check
appropriate box):

/ / Immediately upon filing pursuant to paragraph (b) / X / On February
27, 1998, pursuant to paragraph (b) / / 60 days after filing pursuant
to paragraph (a)(1) / / On _____ pursuant to paragraph (a)(1) / / 75
days after filing pursuant to paragraph (a)(2) / / On _____ pursuant to
paragraph (a)(2).

If appropriate check the following box:

/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Registrant, pursuant to Rule 24f-2 promulgated under the Investment
Company Act of 1940, has previously registered an indefinite number of shares of
the Freedom Tax Exempt Money Fund series and the Freedom California Tax Exempt
Money Fund series. A Rule 24f-2 Notice for the Registrant's most recent fiscal
year with respect to the Freedom Tax Exempt Money Fund series and Freedom
California Tax Exempt Money Fund series will be filed on or about March 23,
1998.

<PAGE> 2
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(A)

<TABLE>
<CAPTION>
Form N-1A Item No. Caption or Location
Part A in Prospectuses
- ----------------- -------------------

<S> <C>

1. Cover Page Same

2. Synopsis Summary of Our Expenses

3. Condensed Financial Our Financial Highlights
Information

4. General Description of Our Investment Objectives;
Registrant Our Organization and Shares; Special
Considerations and Risk Factors

5. Management of the Fund Our Management; Additional
Information

5A. Management's Discussion of Fund Performance [To be included in Annual Reports to
Shareholders]

6. Capital Stock and Other Our Organization and
Securities Shares; Additional Information;
Dividends; Taxes

7. Purchase of Securities Being How to Purchase Shares
Offered

8. Redemption or Repurchase How to Redeem Shares

9. Pending Legal Proceedings Not Applicable
</TABLE>

<TABLE>
<CAPTION>
Caption or Location in
Form N-1A Item No. Statements of
Part B Additional Information
- ----------------- ----------------------
<S> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History General Information

13. Investment Objectives and Investment Objectives
Policies and Policies; Investment Restrictions

14. Management of the Fund Management of the Trusts/Fund
</TABLE>

(ii)

<PAGE> 3
<TABLE>
<CAPTION>
Caption or Location in
Form N-1A Item No. Statements of
Part B Additional Information
- ----------------- ----------------------
<S> <C>
15. Control Persons and Principal Management of the Trusts/Fund
Holders of Securities

16. Investment Advisory and Other The Investment Adviser;
Services Distribution of Shares of the
Trusts/Fund; Custodian; Financial
Statements and Independent
Accountants

17. Brokerage Allocation and Portfolio Transactions
Other Practices

18. Capital Stock and Other General Information
Securities

19. Purchase, Redemption and Pricing Additional Information on Redemption;
of Securities Being Offered Net Asset Value

20. Tax Status Additional Information on
Taxes

21. Underwriters Distribution of Shares of the
Trusts/Fund

22. Calculations of Performance Data Current Yield

23. Financial Statements Financial Statements and Independent
Accountants
</TABLE>

(iii)

<PAGE> 4

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND [FLAG LOGO]
- --------------------------------------------------------------------------------

ONE BEACON STREET - BOSTON, MASSACHUSETTS 02108

(800) 453-8206 NATIONWIDE

Freedom California Tax Exempt Money Fund (the "Fund") is a no-load money
market fund. Its goal is to provide you with as high a level of current income
exempt from federal and California personal income taxes as is consistent with
the preservation of capital and the maintenance of liquidity.

The Fund seeks to maintain a stable net asset value of $1.00 per share. You
can invest, reinvest or redeem shares at any time without charge or penalty.

The Fund offers you a convenient way to invest in a portfolio of high
quality, short-term California Municipal Securities.

INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE $1.00 PER SHARE NET ASSET VALUE. BECAUSE THE FUND IS NON-DIVERSIFIED AND
INVESTS PRIMARILY IN CALIFORNIA MUNICIPAL SECURITIES, AN INVESTMENT IN THE FUND
MAY BE RISKIER THAN AN INVESTMENT IN OTHER TYPES OF MONEY MARKET FUNDS.

This Prospectus sets forth concisely the information about the Fund that
you ought to know before investing. Please read the Prospectus and retain it for
future reference. Additional information, contained in a Statement of Additional
Information also dated February 27, 1998, has been filed with the Securities and
Exchange Commission and is available upon request without charge by writing to
the Fund at the address set forth above. The Statement of Additional Information
having the same date as this Prospectus is incorporated by reference into this
Prospectus.

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

FREEDOM CAPITAL MANAGEMENT CORPORATION

INVESTMENT ADVISER

SUTRO & CO. INCORPORATED

DISTRIBUTOR
- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

PROSPECTUS -- FEBRUARY 27, 1998

ANNUAL REPORT -- DECEMBER 31, 1997

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction......................................................................... 1
Benefits to Our Investors............................................................ 1
Summary of Our Expenses.............................................................. 2
Our Financial Highlights............................................................. 3
Our Investment Objectives............................................................ 4
Certain Investment Strategies........................................................ 6
Special Considerations and Risk Factors.............................................. 6
How to Purchase Shares............................................................... 7
How to Redeem Shares................................................................. 10
Freedom Asset Account................................................................ 12
Pricing of Our Shares................................................................ 12
Dividends............................................................................ 13
Current Yield........................................................................ 13
Taxes................................................................................ 13
Our Organization and Shares.......................................................... 15
Our Management....................................................................... 15
Shareholder Services................................................................. 16
Additional Information............................................................... 17
Annual Report -- December 31, 1997................................................... 19
</TABLE>

<PAGE> 6

INTRODUCTION

Freedom California Tax Exempt Money Fund (the "Fund") is an open-end
non-diversified investment company, commonly known as a money market mutual
fund. The Fund is a no-load money market fund which provides a stable net asset
value and high current income by investing in a portfolio of high-quality money
market obligations, exempt from federal income tax and California personal
income tax.

BENEFITS TO OUR INVESTORS

The Fund offers you important benefits and conveniences:

No Sales Charge, No Redemption Fee.

Minimum Initial Investment: $1,000.

Minimum Subsequent Investment: $100. See "How to Purchase Shares" and "How
to Redeem Shares".

Liquidity and Share Price Stability: Investment liquidity through
convenient purchase and redemption procedures. Stability of principal through
maintenance of a constant net asset value of $1.00 per share.

Checkwriting Privilege: You have the convenience of making redemptions
without charge merely by writing a check. Such checks may be payable to anyone
you wish and there is no limit on the number of checks you may write.

Professional Management: Freedom Capital Management Corporation, founded
in 1930, serves as the Fund's investment adviser (the "Adviser"). The Adviser
provides a number of mutual funds and other clients with investment research and
portfolio management services. Assets under the Adviser's supervision currently
exceed $5.6 billion. The Adviser is an indirect, wholly-owned subsidiary of
JHFSC Acquisition Corp.

Free Exchange Privilege: You may exchange shares of the Fund without
charge for shares of the following money market funds in the Freedom Group of
Money Funds:

Freedom Cash Management Fund -- A money market fund investing in a
diversified portfolio of high-grade money market instruments.

Freedom Government Securities Fund -- A money market fund investing
exclusively in obligations issued or guaranteed as to both principal and
interest by the U.S. Government and its agencies or instrumentalities.

Freedom Tax Exempt Money Fund -- A money market fund investing in a
diversified portfolio of high quality short-term municipal securities, the
income of which is exempt from federal income tax.

Investments in the Fund are neither insured nor guaranteed by the U.S.
Government. There is no assurance that the Fund will be able to maintain a
stable $1.00 per share net asset value.

1
<PAGE> 7

SUMMARY OF OUR EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Sales Load Imposed on Purchases............................................... None
Sales Load Imposed on Reinvested Dividends.................................... None
Redemption Fees............................................................... None
Exchange Fees................................................................. None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)*

<TABLE>
<S> <C>
Management Fees (net of reimbursement or waiver)............................. 0.40%
12b-1 Fees................................................................... None
Other Expenses............................................................... 0.12%
TOTAL FUND OPERATING EXPENSES...................................... 0.52%(a)
</TABLE>

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

* For the fiscal year ended December 31, 1997.

(a) Annual operating expenses of the Fund in the table reflect the expenses that
were paid during the fiscal year ended December 31, 1997, net of the
Adviser's reimbursement or waiver of certain expenses amounting to 0.10% and
credits allowed by the custodian amounting to 0.03%. In the absence of a
reimbursement or waiver by the Adviser and credits allowed by the custodian,
the Adviser's management fees would have been 0.50% and the Fund's total
operating expenses would have been 0.65% of the Fund's net assets.

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly as an investor in
the Fund. For further information on management fees, see "Our Management."

EXAMPLE

The following example illustrates the effect of the Fund's expenses on the
value of a hypothetical $1,000 investment at the end of one, three, five and ten
year periods in the Fund. As noted in the table above, the Fund charges no
redemption fees of any kind. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR INVESTMENT RETURNS. ACTUAL EXPENSES
AND INVESTMENT RETURNS MAY BE GREATER OR LESS THAN THOSE SHOWN.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
redemption at the end of each time period: $5 $17 $29 $ 85
</TABLE>

2
<PAGE> 8

OUR FINANCIAL HIGHLIGHTS

The table of Financial Highlights below represents a summary history of our
operations. This table uses the Fund's fiscal year (which ends December 31) and
expresses the information in terms of a single share outstanding throughout each
year. The table has been audited by Price Waterhouse LLP, independent
accountants, whose unqualified report covering the fiscal years appears
elsewhere in this Prospectus. The financial highlights information should be
read in conjunction with the financial statements and related notes also
included elsewhere in this Prospectus.

- ------------
+ Annualized.

(a) Net of fees waived by the Adviser which amounted to $.0011, $.0015, $.0018,
$.0020, $.0028, $.0033, $.0042 and $.0010 per share, respectively.

(b) Ratio of expenses to average daily net assets prior to expense credits was
0.55% for 1997.

* From commencement of operations, August 27, 1990.

** Total return would have been lower had the Adviser not waived fees and
without credits allowed by the custodian. Periods less than a year are not
annualized.

3
<PAGE> 9

OUR INVESTMENT OBJECTIVES

In order to provide you with liquidity, the Fund follows practices to
maintain a $1.00 share price: limiting its portfolio's average maturity to 90
days or less; buying securities which mature in 397 days or less; and buying
only high quality securities with minimal credit risks. Of course, the Fund
cannot guarantee a $1.00 share price, but these practices help to minimize any
price fluctuations that might result from rising or declining interest rates.
While the Fund invests in high quality securities, you should be aware that your
investment is not without risk even if all the securities in the portfolio are
paid in full at maturity. The Fund has a fundamental investment objective with
an investment program to aid in achieving its objective. There is no assurance
that the Fund will achieve its investment objectives. All money market
instruments and debt securities, including short-term municipal securities, can
change in value when interest rates change or when an issuer's creditworthiness
changes.

The Fund will limit its portfolio investments to securities that, at the
time of acquisition, (i) are rated in the two highest categories by at least two
nationally recognized statistical rating organizations ("NRSROs") (or by one
NRSRO if only one NRSRO has rated the security), (ii) if not rated, are
obligations of an issuer whose other outstanding short-term debt obligations are
so rated, or (iii) if not rated, are of comparable quality as determined by the
Adviser in accordance with procedures established by the Trustees (collectively,
"Eligible Securities"). The Fund will limit its investments to Eligible
Securities that present minimal credit risk, as determined by the Adviser in
accordance with procedures established by the Trustees.

Investment Objective. The Fund seeks to achieve as high a rate of current
income exempt from federal and California personal income taxes as is consistent
with maintenance of liquidity and preservation of capital.

Investment Program. To protect its capital, the Fund invests only in
highly rated securities. The Fund invests primarily in high quality short-term
California municipal securities ("California Municipal Securities") which are
described below. Normally, the Fund will seek to invest substantially all of its
assets in California Municipal Securities. It is a fundamental policy of the
Fund that during normal market conditions the Fund's assets will be invested so
that at least 80% of the Fund's income during its fiscal year will be exempt
from federal and California personal income taxes. However, under certain
circumstances, such as a decline in the issuance of California Municipal
Securities, the Fund may invest up to 20% of its assets in the following:
short-term, high quality municipal securities issued outside of California (the
income from which may be subject to California personal income taxes) and
certain high quality, taxable fixed income securities (the income from which may
be subject to federal and California personal income taxes). For temporary
defensive purposes, such as a national financial

4
<PAGE> 10

emergency, the Fund reserves the right to invest more than 20% of its assets in
securities other than California Municipal Securities.

Subject to the same 20% limit, the Fund is also authorized to invest in
California Municipal Securities subject to the federal individual alternative
minimum tax. The income from such securities is exempt from regular federal and
California personal income taxes, but may be a tax preference item for purposes
of the federal alternative minimum tax.

California Municipal Securities. "California Municipal Securities" are
generally understood to include debt obligations issued by the State of
California and its political subdivisions to obtain funds for various public
purposes. Such securities may have fixed or adjustable rates of interest.
California Municipal Securities are classified into two principal categories:
municipal bonds and municipal notes. Municipal bonds can be further classified
into three basic categories: general obligation bonds, revenue bonds and
industrial development bonds. General obligation bonds are secured by the
issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenue derived from
a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise tax or other specific revenue source, but not from
the general taxing power. In addition, certain types of "industrial development
bonds" issued by or on behalf of public authorities to obtain funds for
privately-operated facilities are included in the term California Municipal
Securities, provided that the interest paid thereon qualifies as exempt from
federal and California state income taxes. Tax exempt industrial development
bonds, in most cases, are revenue bonds and do not generally carry the pledge of
the credit of the issuing municipality. Municipal notes, which are short-term
instruments, are obligations of the issuing municipalities or agencies and are
sold in anticipation of a bond sale, collection of taxes or receipt of other
revenues.

The Fund will not generally invest more than 25% of its total assets in any
industry. Tax exempt California Municipal Securities issued by the State of
California and its political subdivisions are not considered part of any
industry. However, "industrial development bonds" described above will be
subject to this limitation. It is possible that the Fund may from time to time
invest more than 25% of its assets in a particular segment of the California
Municipal Securities market, such as hospital revenue obligations, housing
agency obligations, or airport revenue obligations. This would be the case only
if the Adviser determined that the yields available from obligations in a
particular segment of the market justified the additional risks associated with
such concentration. Economic, business, political and other developments
generally affecting the revenues of issuers in a market segment (e.g. proposed
legislation or pending court decisions affecting the financing of projects and
market factors affecting the demand for their services or products) may have a
general adverse effect on all municipal securities in the segment. The Fund
reserves the right to invest more than 25% of its assets in industrial
development bonds. However, the interest on certain tax exempt securities which
the Fund may purchase will be included in income subject to the federal
alternative minimum tax. The Fund's present policy is to invest no more than 20%
of its total assets in taxable securities including those subject to the
alternative minimum tax.

The Fund may invest in certain variable and floating rate demand notes.
Such securities have interest rates that are adjusted periodically. Variable and
floating rate demand notes generally have a maturity in excess of one year but
permit their holder to demand prepayment upon a specified number of days' notice
and so may be treated as short-term investments under certain circumstances.

5
<PAGE> 11

Certain of the California Municipal Securities may be backed by a letter of
credit issued by a domestic or foreign bank in order to improve their credit
rating. In that case, the Fund considers the bank to be the ultimate obligor and
credit risk. See "Special Considerations and Risk Factors."

CERTAIN INVESTMENT STRATEGIES

Repurchase Agreements. The Fund may enter into repurchase agreements with
a bank, financial institution or broker-dealer as a means of earning income for
periods as short as overnight. These transactions must be fully collateralized
at all times, but involve some credit risk to the Fund if the other party should
default on its obligation and the Fund is delayed or prevented from recovering
the collateral.

When-Issued Securities. The Fund may invest in "when-issued" securities.
When-issued securities involve commitments to buy a new issue with settlement up
to 45 days later. During the time between the commitment and settlement, the
Fund does not accrue interest but the market value may fluctuate. If the Fund
invests in securities of this type, it will maintain a segregated account with
its custodian to pay for them and mark it to market daily.

Borrowing. The Fund may borrow up to 10% of the value of its net assets
from banks for temporary purposes (not for leveraging or investment) but will
not make any new investments so long as such borrowings exceed 5% of the value
of its net assets.

Illiquid Securities. The Fund may invest up to 10% of its net assets in
securities for which no readily available market exists or which are otherwise
illiquid (including repurchase agreements maturing in more than one week). The
Fund may purchase restricted securities eligible for resale to "qualified
institutional buyers" pursuant to Rule 144A under the Securities Act of 1933.
However, if the Trustees determine that they are liquid, based upon a continuing
review of the trading markets for specific Rule 144A securities, then they may
be purchased without regard to the 10% limit. The Trustees will carefully
monitor the Fund's investments in these securities, focusing on factors, among
others, such as valuation, liquidity and availability of information. This
investment practice could have the effect of increasing the level of illiquidity
in the Fund to the extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities.

SPECIAL CONSIDERATIONS AND RISK FACTORS

The ability of the Fund to achieve its investment objectives is dependent
on the continuing ability of the issuers of California Municipal Securities in
which the Fund invests to meet their obligations for the payment of principal
and interest when due. It should also be pointed out that, unlike other types of
investments, California Municipal Securities traditionally have not been subject
to regulation by, or registration with, the Securities and Exchange Commission,
although there have been proposals which would provide for regulation in the
future.

With respect to California Municipal Securities that are backed by a letter
of credit issued by a foreign bank, the Fund considers the bank to be the
ultimate obligor and credit risk. Investment in foreign banks may involve risks
not present in domestic investments. These include the fact that the

6
<PAGE> 12

foreign bank may be subject to different, and in some cases less comprehensive,
regulatory, accounting, financial reporting and disclosure standards than are
domestic banks.

There are risks in any investment program, and there is no assurance that
the Fund will achieve its investment objective. California Municipal Securities
are subject to relative degrees of credit risk and market volatility. Credit
risk relates to the issuer's (and any guarantor's) ability to make timely
payments of principal and interest. Market volatility relates to the changes in
market price that occur as a result of variations in the level of prevailing
interest rates and yield relationships between sectors in the tax exempt
securities market and other market factors.

You should be aware that certain California constitutional amendments,
legislative measures, executive orders, administrative regulations, voter
initiatives and judicial decisions could result in certain adverse consequences
affecting California Municipal Securities. For instance, certain provisions of
the California Constitution and statutes that limit the taxing and spending
authority of California governmental entities may impair the ability of the
issuers of some California Municipal Securities to maintain debt service on
their obligations, particularly if adverse economic developments should reduce
public revenues. Other measures affecting the taxing or spending authority of
California or its political subdivisions may be approved or enacted in the
future. Finally, the Fund will be affected by general changes in interest rates
nationally which will result in increases or decreases in the value of the
securities held by the Fund. For a more detailed discussion of the risks to
which California Municipal Securities are subject, see the Statement of
Additional Information.

The Fund is a "non-diversified" fund as defined in the Investment Company
Act of 1940. As a non-diversified fund, the Fund may invest a larger percentage
of its assets in individual issuers than a diversified fund. To the extent the
Fund makes investments in excess of five percent of its assets in a particular
issuer, its exposure to credit and market risks associated with that issuer is
increased and such investments, therefore, may make an investment in the Fund
riskier than an investment in a diversified fund. However, the Fund will be
subject to diversification requirements imposed under the Internal Revenue Code.

Except for the Fund's investment objective and certain investment
restrictions designated as fundamental in the Statement of Additional
Information, the investment policies described in this Prospectus and in the
Statement of Additional Information are not fundamental policies. The Trustees
may change any non-fundamental investment policies without shareholder approval.

HOW TO PURCHASE SHARES

GENERAL

Shares of the Fund are distributed by Freedom Distributors Corporation
("Freedom"), Sutro & Co. Incorporated ("Sutro") and Tucker Anthony Incorporated
("Tucker Anthony"). State Street Bank and Trust Company ("State Street") acts as
the Fund's custodian. John Hancock Signature Services, Incorporated ("JHSS")
acts as the Fund's shareholder services and transfer agent. You may open an
account in the Fund by placing an order for at least $1,000. You may then make
subsequent investments of $100 or more.

7
<PAGE> 13

Shares of the Fund are offered on a continuing basis without a sales charge
at a public offering price equal to the net asset value next determined after a
purchase order is received in proper form as described below. Shares may be
purchased either (1) through Sutro, utilizing an existing or new securities
brokerage account with a Sutro account executive, or (2) directly through JHSS.
Orders to purchase shares do not become effective until receipt of "Federal
Funds" (monies credited to JHSS's account with its registered Federal Reserve
Bank) by JHSS. Whether you purchase shares through Sutro or directly through
JHSS, certificates for shares will not be issued.

There is no minimum amount for initial or subsequent investment in
connection with purchases through the automatic "sweep" program (described
below) sponsored by Sutro. Where a bank, investment adviser or similar
institution has a large number of accounts and is willing to receive a monthly
summary of accounts in lieu of the regular statement for each account under its
control, the minimum amount for initial investments by individual accounts
covered by the summary of accounts is reduced to $100. All payments will be
invested in full and fractional shares.

PURCHASES BY CLIENTS OF SUTRO

Purchase Through Sutro. If you have a brokerage account with Sutro, and
have not elected the automatic "sweep" program described below, you may purchase
the Fund's shares through your account executive. In order to purchase through
your account, your account must have a free credit balance (i.e. immediately
available funds). See "Sweep Program" below. If a properly completed order to
purchase Fund shares is received at any Sutro office before 12:00 noon New York
time and paid utilizing a free credit balance available on a brokerage account,
Sutro will transfer Federal Funds to the Fund and your order will be executed on
the same day. If a properly completed order to purchase Fund shares is received
at any Sutro office after 12:00 noon New York time and paid utilizing a free
credit balance available on a brokerage account, Sutro will transfer Federal
Funds to the Fund and your order will be executed on the next business day and
dividends on such shares will begin on that day. Accordingly, Sutro may benefit
from the use of free credit balances in your account prior to their transfer to
the Fund.

Sutro will receive statements and dividends directly from the Fund and will
in turn provide you with account statements reflecting the Fund's purchases,
redemptions and dividend payments.

"Sweep" Program. You may also purchase the Fund's shares by participating
in the "sweep" program sponsored by Sutro in which any free credit balance (in
available funds) of any amount in your brokerage account is invested in the Fund
automatically no less frequently than weekly. Under the terms of this program,
you may have your free credit balance invested in shares of the Fund. Free
credit balances (in available funds) of $2,000 or more will be invested in
shares of the Fund automatically on the next business day and dividends on such
shares will begin on that day. Automatic purchases using free credit balances of
less than $2,000 will be made weekly, generally on Monday (or the next business
day if any Monday is a holiday) of each week based upon the free credit balance
in the account at the close of business on the preceding Friday. Unless you have
elected cash dividends, dividends on your shares in the Fund will be
automatically reinvested in shares monthly. Redemptions will be effected
automatically to satisfy debit balances in your brokerage account created by
activity therein. Each brokerage account will be scanned automatically for
debits each business day as of the close of business on that day and, after
application of any free credit cash

8
<PAGE> 14

balances in the account to such debits, a sufficient number of shares of the
Fund owned by you will be redeemed at 12:00 noon the following business day to
satisfy any remaining debits in the brokerage account. Sutro may benefit from
the use of free credit balances in your account prior to their transfer to the
Fund.

If you wish additional information concerning the "sweep" program, please
call your account executive.

OTHER INVESTORS -- PURCHASE BY CHECK OR WIRE

Purchase by Mail. On an initial purchase, complete the Purchase
Application included in this Prospectus, indicating each of the services to be
used, and mail it, together with a check written against a U.S. bank and payable
to Freedom California Tax Exempt Money Fund, to:

John Hancock Signature Services, Incorporated

Freedom California Tax Exempt Money Fund

Attention: Dealer Services

P.O. Box 9102

Boston, Massachusetts 02205-9102

Subsequent purchases of $100 or more may also be made through JHSS by
forwarding payment, together with the detachable stub from your account
statement or a letter containing your account number. When you pay by check,
your order for additional shares of the Fund will be executed at the price next
determined after Federal Funds become immediately available to the Fund. Federal
Funds normally do not become available to the Fund when payment is by check
until two business days or more after the check is deposited. Checks drawn on
banks which are not members of the Federal Reserve System may take longer to be
converted into Federal Funds. When you purchase shares by check, the Fund can
hold payment on redemptions until it is reasonably satisfied that the investment
has been collected (which can take up to ten days).

Purchase by Wire Transfer. You may also purchase shares of the Fund
through JHSS by means of a wire order. Please call JHSS toll free at (800)
257-3336 for instructions. You should then give instructions to your wiring bank
to transmit the specified amount in Federal Funds to: FirstSignature Bank &
Trust, Portsmouth, New Hampshire -- Freedom Group of Money Funds, Attention:
Freedom California Tax Exempt Money Fund, ABA#211475000, specifying on the wire
your account number and your name.

If you transfer Federal Funds by wire in this manner, the transfer may be
subject to a service charge by your bank. If notice from your bank of the wire
transfer is received by JHSS before 12:00 noon New York time, your order will be
executed at 12:00 noon New York time on that day. If notice from your bank of
the wire transfer is received by JHSS after 12:00 noon New York time, your order
will be executed at 12:00 noon New York time on the next business day.

9
<PAGE> 15

HOW TO REDEEM SHARES

GENERAL

Redemption orders are effected at the net asset value next determined after
receipt of the order by JHSS. For your convenience, and so that you can continue
earning daily dividends for as long as possible, the Fund has established
several different redemption procedures described below. SHOULD THE REDEMPTION
INCLUDE SHARES PURCHASED BY CHECK, PAYMENT MAY BE DELAYED FOR UP TO TEN DAYS
AFTER THE PURCHASE IN ORDER TO ALLOW THE PURCHASE CHECK TO CLEAR. A redemption
of shares purchased by wire will not be subject to this period of delay.

Shares of the Fund may be redeemed in several ways: (1) shares purchased
through a Sutro brokerage account can be redeemed by placing a redemption order
with your account executive or by check redemption, and (2) shares purchased
directly may be redeemed by mail, by expedited redemption (i.e., wire redemption
if you have elected this option on your Purchase Application) or by check
redemption.

REDEMPTION THROUGH YOUR SUTRO BROKERAGE ACCOUNT

In order to redeem shares purchased through a Sutro brokerage account, you
should advise your account executive, by telephone or mail, to execute the
redemption. If a properly completed order to redeem Fund shares is received by a
Sutro office after 12:00 noon New York time, your order will be forwarded to the
Fund and will be executed on the following business day. Redemption proceeds
will be held in your brokerage account unless you give instructions to your
account executive to reinvest or remit the proceeds to you. Generally,
redemption proceeds will not be invested for your benefit without specific
instruction, and Sutro may benefit from the use of temporarily uninvested funds.

DIRECT REDEMPTION

Redemptions by mail and expedited redemptions are not available for shares
purchased through a Sutro brokerage account. Any such redemption requests
received by JHSS will be forwarded to the appropriate Sutro account executive
who will process them as described above.

Redemption by Mail. You may redeem shares by mail. Payment of the
redemption proceeds will ordinarily be made within seven days after the request
for redemption is received in "good order" at the net asset value next
determined. If you send your redemption order to JHSS by mail, you must assume
responsibility for assuring that the request for redemption is received in "good
order". "Good order" means that the request must be accompanied by the
following:

(a) A letter of instruction specifying the number of shares or amount
of investment to be redeemed (or that all shares credited to a Fund account
be redeemed), signed by all registered owners of the shares in the exact
names in which they were registered;

(b) For a redemption order over $25,000, or for any amount if the
proceeds are to be sent elsewhere than the address of record, a guarantee
of the signature of each registered owner by a commercial bank which is a
member of the Federal Deposit Insurance Corporation, a trust company or a
member of a recognized stock exchange (a signature guarantee by a savings
bank or notarization by a notary public are not acceptable); and

10
<PAGE> 16

(c) Additional legal documents concerning authority and related
matters in the case of estates, trusts, guardianships, custodianships,
partnerships and corporations.

All proceeds from redemption are mailed to your address of record. If you
are uncertain as to the requirements for redemption, please call JHSS toll free
at (800) 257-3336. All redemption requests by mail should be mailed to:

John Hancock Signature Services, Incorporated

Freedom California Tax Exempt Money Fund

Attention: Dealer Services

P.O. Box 9102

Boston, Massachusetts 02205-9102

Expedited Redemptions. If you have elected the expedited redemption option
on the Purchase Application on file with JHSS and wish to redeem $5,000 or more
from the Fund, you may request that payment be made in Federal Funds.
Shareholders may place orders for expedited redemption with JHSS without a
signature guarantee and have the proceeds sent by wire to a bank or trust
company account previously designated in writing. Please call JHSS toll free at
(800) 257-3336 for instructions. If the expedited redemption order is received
by JHSS's Boston office prior to 12:00 noon New York time on a day on which the
New York Stock Exchange is open, payment will be wired to your bank on the same
business day, provided that it is a member of the Federal Reserve System and
that the federal wire system is open. However, if your bank is not a member of
the Federal Reserve System, Federal Funds may not reach your bank until the next
business day. If the redemption order is received after 12:00 noon New York
time, the redemption will be executed and payment will be wired in Federal Funds
on the next business day.

CHECK REDEMPTIONS

You can redeem shares by writing checks drawn on State Street payable in
any amount. In order to redeem shares by writing a check, you must complete a
Purchase Application electing the checkwriting feature and return it either to
your investment executive if you have a brokerage account or directly to JHSS if
you do not have a brokerage account. If you have elected the checkwriting
service on the Purchase Application on file with JHSS, you will be provided with
an initial order of checks free of charge. You may write checks payable to the
order of any person (including any corporation, bank, trust, etc.) in any
amount. When your check is presented for payment, JHSS as transfer agent will
cause the Fund to redeem a sufficient number of shares to cover the amount of
the check. This procedure entitles you to continue receiving dividends on those
shares equal to the amount of the check until such time as the check is
presented to JHSS for payment. If you do not own sufficient shares of the Fund
to cover a check, the check will be returned to the payee marked "insufficient
funds." Should the redemption include shares purchased by check, payment may be
delayed for up to ten days after the purchase in order to allow the purchase
check to clear. A redemption of shares purchased by wire will not be subject to
this period of delay. As the aggregate amount owned by a shareholder may change
each day, you should not attempt to redeem all shares held in your account by
using the check redemption procedure. Cancelled checks will be returned to
shareholders monthly. For information on account statements, see "Shareholder
Services."

11
<PAGE> 17

The Fund reserves the right to terminate or alter the check writing service
at any time after giving shareholders 30 days' written notice. Your shareholder
account will be charged $20.00 for each stop payment order or check returned for
"insufficient funds."

ADDITIONAL INFORMATION ON REDEMPTION

Because the Fund incurs fixed costs in maintaining shareholder accounts,
the Fund reserves the right to involuntarily redeem shareholder accounts which
have less than $500 in them as of the end of any month. If the Fund elects to
redeem such accounts, it will notify the shareholders of its intention to do so
and provide those shareholders with an opportunity to increase their accounts by
investing a sufficient amount to bring their accounts up to $500 or more within
30 days of the notice. The Fund will not redeem accounts which fall below $500
as a result of reduction in net asset value per share.

FREEDOM ASSET ACCOUNT

The Freedom Asset Account provides an alternative method for investing in
shares of the Fund in conjunction with a program of four financial services: (1)
a Sutro securities margin account ("securities account"); (2) one of the Freedom
Group of Money Market Funds; (3) a check writing facility on an account
maintained at Banc One; and (4) a Visa Gold(R) Debit Card with ATM access from
Banc One.

To participate in the Freedom Asset Account, an investor must place in a
securities account, cash, marketable securities or a combination of the two
having a gross market value of no less than $10,000 and must meet credit
criteria established by Banc One. All customary transactional fees incurred in
use of a securities account must be paid by the participant, including brokerage
fees for securities transactions and interest on margin loans, if any.

THIS SECTION IS ONLY A BRIEF DESCRIPTION OF THE FREEDOM ASSET ACCOUNT AND
ITS RELATION TO THE FUND AND DOES NOT DESCRIBE ALL OF THE FEATURES OF THE
FREEDOM ASSET ACCOUNT. PLEASE CONTACT YOUR ACCOUNT EXECUTIVE FOR FURTHER
INFORMATION AND REVIEW CAREFULLY THE FREEDOM SERVICES CORPORATION FREEDOM ASSET
ACCOUNT AGREEMENT.

PRICING OF OUR SHARES

The net asset value per share of the Fund for the purpose of pricing orders
for the purchase and redemption of shares is determined daily as of 12:00 noon
New York time, Monday through Friday, exclusive of national business holidays.
Purchase or redemption orders accepted by JHSS prior to 12:00 noon New York time
will be priced at 12:00 noon New York time that day. Purchase or redemption
orders accepted by JHSS subsequent to 12:00 noon New York time will be priced at
12:00 noon New York time the next day that net asset value is computed. Net
asset value per share is computed by taking the value of all assets of the Fund,
less liabilities, and dividing by the number of shares of the Fund outstanding.
To determine the value of the assets of the Fund for the purpose of obtaining
the net asset value, portfolio securities are valued at amortized cost, as
described below, and interest is accrued daily.

12
<PAGE> 18

Amortized cost valuation involves valuing a security at its cost and adding
or subtracting, ratably to maturity, any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the security. Under
the amortized cost method of valuation, neither the amount of daily income nor
net asset value is affected by any unrealized appreciation or depreciation of
the portfolio. As a result, in periods of declining interest rates, the
indicated daily yield on a portfolio valued by amortized cost will be higher
than on a portfolio valued by market prices.

DIVIDENDS

Dividends from net investment income are declared daily and paid monthly on
or about the fifteenth day of the following month. Dividend payments include all
dividends declared during the prior month and not previously paid. You will
receive dividends automatically in additional shares at net asset value, or you
may elect to receive cash. Redemption payments for the entire account value will
include all unpaid dividends.

Purchase orders which are received together with Federal Funds prior to
12:00 noon New York time will receive the dividend declared that day, and
redemption orders effected prior to 12:00 noon New York time will not receive
that day's dividend.

CURRENT YIELD

From time to time, the Fund may quote its yield in advertisements or in
reports to shareholders. Performance information ratings as reported in national
financial publications such as Donoghue's Money Fund Report, a widely recognized
independent publication that monitors the performance of money market funds, may
also be used in comparing the performance of the Fund to other money market
funds with similar investment objectives. The Fund calculates its annualized
simple and compound yields based on a seven-day period. Since net investment
income of the Fund changes in response to fluctuations in interest rates and
Fund expenses, any given yield quotation should not be considered representative
of the Fund's yield for any future period. CURRENT YIELD INFORMATION FOR THE
FUND MAY BE OBTAINED BY CALLING TOLL-FREE AT 1-800-453-8206.

TAXES

The Fund intends to qualify for tax treatment as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code") and applicable California law so as to be able to pay dividends
which will be exempt from federal and California personal income taxes.
Distributions of net short-term capital gains, if any, or any dividends from
taxable net investment income are taxable as ordinary dividends, whether
received in cash or reinvested in additional shares. Distributions of long-term
capital gains, if any, are taxable as such regardless of how long shares of the
Fund are held and whether paid in cash or reinvested in additional shares of the
Fund. In general, such taxable income distributions from the Fund are expected
to be negligible in comparison with tax exempt dividends. However, under unusual
circumstances, the Fund may invest in securities other than California Municipal
Securities. In such cases, a portion of the Fund's income may be subject to
California personal income taxes, federal

13
<PAGE> 19

income taxes, or both. For corporate investors, dividends are not excludable in
computing California franchise or corporate income tax.

The Fund will inform you of the amount and nature of its distributions
annually. The Fund is required by federal law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions and
redemptions) paid to certain accounts whose owners have not complied with IRS
regulations. In connection with this withholding requirement, you will be asked
to certify on your account application that the social security or taxpayer
identification number you provide is correct and that you are not subject to 31%
backup withholding for previous underreporting to the IRS.

The table below shows California taxpayers what an investor would have to
earn from a comparable taxable investment to equal the Fund's double tax-free
yield.

<TABLE>
<CAPTION>
HYPOTHETICAL
FREEDOM CALIFORNIA TAX EXEMPT
1998 TAXABLE INCOME* COMBINED CALIFORNIA MONEY FUND YIELD OF
- ---------------------------------------- AND FEDERAL MARGINAL ------------------------------------
SINGLE RETURN*** JOINT RETURN INCOME BRACKETT** 2% 3% 4% 5%
- ----------------- ----------------- -------------------- ------ ------ ------ ------
EQUIVALENT TAXABLE YIELD
<S> <C> <C> <C> <C> <C> <C>
$1-5,016 $1-10,032 15.85% 2.38% 3.57% 4.75% 5.94%
$5,016-11,888 $10,032-23,776 16.70% 2.40% 3.60% 4.80% 6.00%
$11,888-18,761 $23,776-37,552 18.40% 2.45% 3.68% 4.90% 6.13%
$18,761-25,350 $37,552-42,350 20.10% 2.50% 3.75% 5.01% 6.26%
$25,350-26,045 $42,350-52,090 32.32% 2.96% 4.43% 5.91% 7.39%
$26,045-32,916 $52,090-65,832 33.76% 3.02% 4.53% 6.04% 7.55%
$32,916-61,400 $65,832-102,300 34.70% 3.06% 4.59% 6.13% 7.66%
$61,400-128,100 $102,300-155,950 37.42% 3.20% 4.79% 6.39% 7.99%
$128,100-278,450 $155,950-278,450 41.95% 3.45% 5.17% 6.89% 8.61%
Over $278,450 Over $278,450 45.22% 3.65% 5.48% 7.30% 9.13%
</TABLE>

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

* Net amount subject to federal income tax after deductions and exemptions.

** This table is a combination of the 1998 federal and the 1997 California
taxable income brackets which are adjusted annually for inflation.
California will announce its inflation adjusted tax rates after May of 1998.
Thus, the above tax brackets are based on the most recent information
available, are subject to change, and should not be relied upon. The above
table does not apply to corporate investors. To implement the phase-out of
personal exemption deductions for single taxpayers having 1998 adjusted
gross taxable income of more than $124,500 (estimated) and married taxpayers
(filing jointly) having 1998 adjusted gross taxable income of more than
$186,600 (estimated), the exemption deduction is reduced by two percent for
each $2,550 (estimated) by which adjusted gross income exceeds the threshold
amount. For taxpayers filing a joint return having adjusted gross income of
more than $124,500 (estimated) or married taxpayers filing separate returns
having adjusted gross income of $62,250 (estimated), certain allowable
itemized deductions are reduced. These adjustments may result in combined
marginal tax rates greater than those indicated. In addition, for investors
who pay alternative minimum tax, tax-free yields may be equivalent to lower
yields than those shown above.

*** Other than surviving spouses, heads of households and married filing
separately.

14
<PAGE> 20

Of course, there is no assurance that the Fund will achieve any specific
tax exempt yield. While it is expected that the Fund will invest principally in
California Municipal Securities, other income received by the Fund may be
taxable. The table does not take into account any state or local taxes payable
on Fund distributions except for California personal income tax.

OUR ORGANIZATION AND SHARES

Freedom California Tax Exempt Money Fund is a separate series of Freedom
Group of Tax Exempt Funds, an open-end management investment company organized
as a Massachusetts business trust on June 1, 1982. The Board of Trustees
supervises our activities and reviews our contractual arrangements with
companies that provide us with services. We reserve the right to create and
issue a number of series of shares, or funds, which are separately managed and
have different investment objectives. The Fund has the right to invest all of
its assets in the securities of a single open-end management investment company
with substantially the same fundamental investment objectives, policies and
limitations as the Fund, although the management of the Fund currently has no
intention to do so. Each share of the Fund has equal dividend, redemption and
liquidation rights and when issued is fully paid and nonassessable. On any
matter submitted to the shareholders, the holder of each Fund share is entitled
to one vote per share regardless of the net asset value thereof (with
proportionate voting for fractional shares).

Under the Trust's Master Trust Agreement, no annual or regular meeting of
shareholders is required. Thus, there will ordinarily be no shareholder meetings
unless required by the Investment Company Act of 1940. The shareholders of the
Trust elected a Board of Trustees at a meeting held on December 16, 1996.
Thereafter, the Trustees are a self-perpetuating body until fewer than 50% of
the Trustees serving as such are trustees who were elected by shareholders. At
that time, another meeting of shareholders will be called to elect Trustees.
Under the Trust's Master Trust Agreement, any Trustee may be removed by vote of
two-thirds of the outstanding trust shares and holders of ten percent or more of
the outstanding shares of each Trust can require Trustees to call a meeting of
shareholders for purposes of voting on the removal of one or more Trustees.
Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as "partners" for its obligations.
However, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust itself was
unable to meet its obligations, a possibility which the Adviser believes is
remote.

OUR MANAGEMENT

The Board of Trustees and officers provide broad supervision over the
affairs of the Fund.

ADVISER

The Fund's Adviser, Freedom Capital Management Corporation, One Beacon
Street, Boston, Massachusetts provides the Fund with overall investment advisory
and administrative services, as well as general office facilities pursuant to an
advisory agreement (the "Advisory Agreement"). As compensation for its services,
under the Advisory Agreement the Adviser receives a fee computed and paid
monthly based upon the average daily net asset value of the Fund, at the annual
rate of one-half

15
<PAGE> 21

of one percent (0.50%) on the first $500 million of average net assets and
forty-five hundredths of one percent (0.45%) on average daily net assets in
excess of that amount.

Expenses not expressly assumed by the Adviser under the Advisory Agreement
are paid by the Fund. These include, but are not limited to, taxes, legal,
transfer agent, custodian and auditing fees and printing and other expenses
related to the Fund's operations. Total expenses for the Fund for the year ended
December 31, 1997, reflected as an annualized percentage of the Fund's average
net assets, were 0.46%.

The Adviser is an indirect, wholly-owned subsidiary of JHFSC Acquisition
Corp., a Delaware corporation formed in 1996. JHFSC Acquisition Corp. is located
at One Beacon Street, Boston, Massachusetts 02108. JHFSC Acquisition Corp. is
owned by the following persons: Thomas H. Lee Equity Fund III, L.P., a
post-venture stage strategic capital fund located at 75 State Street, Boston,
Massachusetts 02109; SCP Private Equity Partners, L.P., a post-venture stage
strategic capital fund located at 435 Devon Park Drive, Wayne, Pennsylvania
19087; and certain members of management and employees of Freedom Securities
Corporation, which is the direct parent of the Adviser, as well as certain
members of management and employees of subsidiaries of Freedom Securities
Corporation.

Freedom, a registered broker-dealer which acts as a distributor with
respect to the Fund's shares, is a wholly-owned subsidiary of the Adviser and an
indirect subsidiary of JHFSC Acquisition Corp. Sutro, a brokerage firm which is
a member of the New York Stock Exchange and a distributor of the Fund's shares,
is also an indirect, wholly-owned subsidiary of JHFSC Acquisition Corp. Tucker
Anthony, a brokerage firm which is a member of the New York Stock Exchange, also
acts as a distributor with respect to the Fund's shares and is an indirect
subsidiary of JHFSC Acquisition Corp.

SHAREHOLDER SERVICES

ACCOUNT STATEMENTS

You will receive a statement of account each time shares are purchased or
redeemed and a report not less frequently than quarterly from JHSS or monthly
from Sutro, showing the activity in your account.

Shares are maintained by the Fund on its register maintained by JHSS, and
the holders thereof will have the same rights and ownership with respect to such
shares as if certificates had been issued.

EXCHANGE PRIVILEGE

Shares of the Fund may be exchanged without charge for shares of the
following money market funds in the Freedom Group of Money Funds:

- Freedom Cash Management Fund -- A money market fund investing in a
diversified portfolio of high-grade money market instruments.

- Freedom Government Securities Fund -- A money market fund investing
exclusively in obligations issued or guaranteed as to both principal and
interest by the U.S. Government and its agencies or instrumentalities.

16
<PAGE> 22

- Freedom Tax Exempt Money Fund -- A money market fund investing in a
diversified portfolio of high quality short-term municipal securities,
the income of which is exempt from federal income tax.

Exchanges are subject to a minimum investment requirement of $1,000, with
subsequent exchanges permitted in amounts of $100 or more. Any such exchange is
made on the basis of the net asset value per share of the Fund on the date the
exchange request is received.

IF YOU HAVE A BROKERAGE ACCOUNT WITH SUTRO, YOU MUST PLACE EXCHANGE ORDERS
THROUGH YOUR ACCOUNT EXECUTIVE. IF YOU DO NOT HAVE AN ACCOUNT WITH SUTRO, YOU
MAY MAKE AN EXCHANGE IN WRITING OR BY TELEPHONE. Exchanges of shares can be made
by writing John Hancock Signature Services, Incorporated: Freedom Group of Money
Funds, Attention: Freedom Funds, Attention: Dealer Services, P.O. Box 9102,
Boston, Massachusetts 02205-9102. If you do not have a brokerage account with
Sutro, you also have the automatic privilege of exchanging your shares by
telephone. To place a telephone exchange request, call JHSS at ( 800) 257-3336.
JHSS employs the following procedures to confirm that instructions received by
telephone are genuine. Your name, the account number, taxpayer identification
number applicable to the account and other relevant information may be
requested. Telephone instructions are recorded. If reasonable procedures, such
as those described above, are not followed, the Fund may be liable for any loss
due to unauthorized or fraudulent instructions. In all other cases, neither the
Fund nor JHSS will be liable for any loss or expense for acting upon telephone
instructions made in accordance with the telephone transaction procedures
described above. During times of drastic economic or market conditions, the
telephone exchange privilege may be difficult to implement because of busy
telephone lines. In such times, you may prefer to submit your exchange requests
by express mail c/o the Fund to: John Hancock Signature Services, Incorporated,
101 Huntington Avenue, Attention: Dealer Services, Boston MA 02205-9102,
Attention: Freedom Group of Money Funds. Telephone and written exchange requests
must be received by 4:00 p.m. New York time on a Fund business day to be
effective that day. An exchange can be made only between accounts that are
registered in the same name. The Fund reserves the right to reject any exchange
request and to modify or terminate the exchange privilege at any time upon sixty
(60) days' notice to shareholders. You should carefully review the Prospectus
describing the Fund or Funds into which your exchange is being made prior to
making your exchange.

BANK INVESTING PLAN AND SYSTEMATIC WITHDRAWAL PLAN

Please call (800) 257-3336 for more information concerning these plans.

ADDITIONAL INFORMATION

QUESTIONS ABOUT THE FUND

For further information about the Fund, please contact your Sutro account
executive or call JHSS toll-free at (800) 257-3336.

17
<PAGE> 23

TRANSFER AGENT, CUSTODIAN AND SHAREHOLDER SERVICES

John Hancock Signature Services, Incorporated ("JHSS") acts as transfer and
shareholder services agent for the Fund. JHSS is an indirect, wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company. State Street Bank and
Trust Company holds all cash and securities of the Fund as its custodian.

Freedom Services Corporation ("FSC"), under the terms of a Service
Agreement with the Fund, provides many of the shareholder services (such as
providing monthly account statements and processing purchase and sale orders)
for shareholders who hold shares of the Fund through their brokerage accounts at
Sutro. FSC receives from the Fund an annual fee of $10.50 per account in payment
for the shareholder services it provides. Transfer agent charges from JHSS are
reduced for those Sutro shareholder accounts that are held through a brokerage
account with FSC.

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110 acts
as the independent accountants for the Fund.

The financial statements of the Fund for the year ended December 31, 1997
appear on pages 19 through 28.

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

This Prospectus does not contain all the information included in the
Registration Statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to the securities offered hereby,
certain portions of which have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The Registration
Statement including the exhibits filed herewith may be examined at the office of
the Securities and Exchange Commission in Washington, D.C.

Statements contained in this Prospectus as to the contents of any contract
or other document referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement of which this Prospectus forms a
part, each such statement being qualified in all respects by such reference.

18
<PAGE> 24

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND
(A Series of Freedom Group of Tax Exempt Funds)

In our opinion, the accompanying statements of assets and liabilities,
including the schedule of investments, and the related statements of operations
and of changes in net assets and the financial highlights appearing on page 3 of
the Prospectus present fairly, in all material respects, the financial position
of the Freedom California Tax Exempt Money Fund (the "Fund") at December 31,
1997, the results of its operations, the changes in its net assets and the
financial highlights for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1997 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.

PRICE WATERHOUSE LLP
Boston, Massachusetts

January 30, 1998

<PAGE> 25

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1997

<TABLE>
<S> <C>
ASSETS
Investments, at amortized cost............................................................................... $113,962,595
Cash......................................................................................................... 136,283
Receivable for Fund shares sold.............................................................................. 594,596
Interest receivable.......................................................................................... 628,005
Prepaid expenses............................................................................................. 4,366
------------
TOTAL ASSETS............................................................................................ 115,325,845
------------
LIABILITIES
Payable for Fund shares redeemed............................................................................. 522,819
Dividends payable............................................................................................ 9,808
Accrued expenses:
Investment adviser's fee.................................................................................. 39,897
Transfer agent and shareholder servicing fee.............................................................. 7,535
Custodian fees............................................................................................ 1,199
Trustees' fee............................................................................................. 1,889
Other..................................................................................................... 14,149
------------
TOTAL LIABILITIES....................................................................................... 597,296
------------
NET ASSETS........................................................................................................ $114,728,549
============
NET ASSETS CONSIST OF:
Capital paid in.............................................................................................. $114,726,341
Accumulated net realized gain................................................................................ 2,208
------------
$114,728,549
============
SHARES ISSUED AND OUTSTANDING (UNLIMITED SHARES AUTHORIZED).................................................. 114,726,341
------------
NET ASSET VALUE PER SHARE.................................................................................... $ 1.00
============
</TABLE>

See Notes to Financial Statements.

20
<PAGE> 26

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997

<TABLE>
<S> <C>
INTEREST INCOME..................................................................................................... $3,878,934
----------
EXPENSES
Investment adviser's fee....................................................................................... 556,289
Transfer agent & shareholder services.......................................................................... 52,555
Custodian...................................................................................................... 33,483
Compensation of Trustees....................................................................................... 11,730
Audit.......................................................................................................... 17,020
Legal.......................................................................................................... 17,430
Printing, postage and stationery............................................................................... 21,040
Membership dues................................................................................................ 4,428
Registration expense........................................................................................... 8,120
Insurance expense.............................................................................................. 3,690
Other.......................................................................................................... 730
----------
TOTAL EXPENSES BEFORE WAIVER................................................................................... 726,515
LESS: FEES WAIVED BY ADVISER................................................................................... (116,330)
----------
TOTAL EXPENSES................................................................................................. 610,185
LESS: EXPENSE REDUCTIONS....................................................................................... (31,658)
----------
NET EXPENSES........................................................................................................ 578,527
----------
NET INVESTMENT INCOME............................................................................................... 3,300,407
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................................................ $3,300,407
==========
</TABLE>

See Notes to Financial Statements.

21
<PAGE> 27

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income........................................................ $ 3,300,407 $ 3,024,843
------------- -------------
Net increase in net assets resulting from operations......................... 3,300,407 3,024,843
------------- -------------
DIVIDENDS TO SHAREHOLDERS....................................................... (3,300,407) (3,024,843)
------------- -------------
-- --
------------- -------------
CAPITAL SHARE TRANSACTIONS:
(At Net Asset Value of $1 per share)
Proceeds from sale of shares................................................. 336,774,555 385,547,845
Net asset value of shares issued to shareholders in reinvestment of
dividends................................................................... 3,231,270 2,968,834
Cost of shares redeemed...................................................... (340,613,921) (358,384,518)
------------- -------------
Net increase/(decrease) from capital share transactions...................... (608,096) 30,132,161
------------- -------------
Net increase/(decrease) in net assets........................................ (608,096) 30,132,161
NET ASSETS:
Beginning of year............................................................ 115,336,645 85,204,484
------------- -------------
End of year.................................................................. $ 114,728,549 $ 115,336,645
============= =============
DIVIDENDS TO SHAREHOLDERS PER SHARE.............................................. $ 0.0297 $ 0.0286
============= =============
</TABLE>

See Notes to Financial Statements.

22
<PAGE> 28

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
------- ---------------------------- ------------
<C> <S> <C>
MUNICIPAL SECURITIES -- 99.3%
$ 2,790,000 Alameda County Multi-Family
Mortgage Bonds (Quail Run
Apts.) (FNMA) 3.35%
1-07-98................... $ 2,790,000
1,400,000 Anaheim Certificates of
Participation (AMBAC/ABN
Amro) 3.35% 1-07-98....... 1,400,000
California C.P. (Morgan
Guaranty/Bayerische
Landesbank/Credit
Suisse/Landesbank
Hessen/WestDeutche Bank
LOC)
2,000,000 3.50% 2-05-98............... 2,000,000
2,000,000 3.45% 2-24-98............... 2,000,000
2,000,000 3.45% 2-26-98............... 2,000,000
1,000,000 3.60% 2-26-98............... 1,000,000
1,300,000 California HFA (Catholic
Health Care)
(MBIA/Rabobank) 3.90%
1-07-98................... 1,300,000
3,200,000 California HFA (Catholic
Health Care) (Morgan
Guaranty LOC) 3.90%
1-07-98................... 3,200,000
1,000,000 California HFA (Sutter
Health System)
(FSA/Rabobank) 4.80%
1-02-98................... 1,000,000
1,000,000 California RANS 4.50%
6-30-98................... 1,003,251
2,000,000 Carlsbad MFHA (La Costa
Apartments) (Bank of
America LOC) 3.75%
1-07-98................... 2,000,000
1,500,000 Concord MFHA (Crossroads
Apartments) (FNMA) 3.35%
1-07-98................... 1,500,000
1,300,000 Duarte Redevelopment Agency
Series A (Bank of America
LOC) 3.90% 1-08-98........ 1,300,000

<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
------- ---------------------------- ------------
<C> <S> <C>
$ 6,000,000 Foothill/Eastern
Transportation Agency
Series 95B (Morgan
Guaranty LOC) 3.85%
1-08-98................... $ 6,000,000
1,000,000 Fremont MFHA (Creekside)
(Kredietbank LOC) 3.90%
1-08-98................... 1,000,000
360,000 Independent Cities Lease
Finance Authority
(National Westminster LOC)
3.40% 6-01-98............. 360,000
600,000 Irvine Assessment District
Improvement Bonds
(Canadian Imperial Bank of
Canada LOC) 5.00%
1-02-98................... 600,000
400,000 Irvine Assessment District
Improvement Bonds
(National Westminster LOC)
5.00% 1-02-98............. 400,000
400,000 Irvine Ranch Water District
Revenue Bonds (Commerzbank
LOC) 5.00% 1-02-98........ 400,000
3,500,000 Kern County Public
Facilities Proj. Series A
(Union Bank of Switzerland
LOC) 3.35% 1-07-98........ 3,500,000
2,800,000 Kern County Public
Facilities Proj. Series B
(Union Bank of Switzerland
LOC) 3.35% 1-07-98........ 2,800,000
1,200,000 Kern County Public
Facilities Proj. Series D
(Union Bank of Switzerland
LOC) 3.35% 1-07-98........ 1,200,000
1,700,000 Los Angeles County Capital
Asset Leasing Corp.
(WestDeutsche Bank/
Bayerische Landesbank/
Morgan Guaranty LOC) 3.65%
1-12-98................... 1,700,000
3,000,000 Los Angeles County Capital
Asset Leasing Corp.
(WestDeutsche Bank/
Bayerische Landesbank/
Morgan Guaranty LOC) 3.65%
2-18-98................... 3,000,000
</TABLE>

See Notes to Financial Statements.
23
<PAGE> 29

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
------- ---------------------------- ------------
<C> <S> <C>
MUNICIPAL SECURITIES -- (CONTINUED)
$ 1,500,000 Los Angeles County IDA (Hon
Industries) (Morgan
Guaranty LOC) 3.40%
1-07-98................... $ 1,500,000
1,000,000 Los Angeles County Pension
Obligation (AMBAC/
National Westminster)
3.35% 1-07-98............. 1,000,000
4,000,000 Los Angeles County TRANS
4.50% 6-30-98............. 4,012,343
2,000,000 Los Angeles DWAP (Toronto
Dominion/Bank of Nova
Scotia LOC) 3.60%
1-29-98................... 2,000,000
1,000,000 Los Angeles DWAP (Toronto
Dominion/Bank of Nova
Scotia LOC) 3.50%
2-10-98................... 1,000,000
1,000,000 Los Angeles USD TRANS
(Commerzbank LOC) 3.40%
1-07-98................... 1,000,000
3,300,000 Mountainview MFHA (Villa
Mariposa Project) (FGIC-
SPI) 3.85% 1-08-98........ 3,300,000
400,000 Orange County Health Systems
(Flo. Crittenton) (Swiss
Bank LOC) 3.45% 1-07-98... 400,000
1,000,000 Orange County Housing
Authority (Bear Brano
Apartments) (Kredietbank
LOC) 3.90% 1-08-98........ 1,000,000
2,000,000 Orange County Housing
Authority (Costa Mesa
Project)(Chemical Bank
LOC) 3.55% 1-07-98........ 2,000,000
2,000,000 Orange County Sanitation
District (AMBAC/Barclays
Bank) 3.85% 1-08-98....... 2,000,000
1,200,000 Orange County Water District
(National Westminster LOC)
4.85% 1-02-98............. 1,200,000
6,500,000 Palm Springs Community
Redevelopment Agency
(Citibank LOC) 3.85%
1-07-98................... 6,500,000
PRINCIPAL
AMOUNT DESCRIPTION VALUE
------- ---------------------------- ------------
$ 1,300,000 Riverside County IDB (Bank
of America LOC) 3.65%
1-08-98................... $ 1,300,000
2,000,000 Riverside County TRANS 4.50%
6-30-98................... 2,005,212
1,000,000 Sacramento County MFHA
(Grouse Run) (Bank of
America LOC) 3.90%
1-08-98................... 1,000,000
2,195,000 Sacramento County MFHA
(Smoketree) (FNMA) 3.35%
1-07-98................... 2,195,000
6,500,000 San Bernardino County
Certificates of
Participation (Canadian
Imperial Bank of Commerce
LOC) 3.40% 1-07-98........ 6,500,000
3,000,000 San Bernardino County TRANS
4.50% 6-30-98............. 3,009,257
2,785,000 San Diego County
Certificates of
Participation (AMBAC)
4.00% 6-15-98............. 2,786,823
2,400,000 San Diego County TRANS
(Canadian Imperial Bank of
Commerce/Bank of Nova
Scotia LOC) 4.50%
9-30-98................... 2,412,124
1,000,000 San Joaquin County TRANS
4.50% 1-15-98............. 1,000,243
500,000 San Jose MFHA (Fairway Glen
Apts.) (FGIC-SPI) 3.85%
1-08-98................... 500,000
300,000 San Jose MFHA (Foxchase
Apts.) (FGIC-SPI) 3.85%
1-08-98................... 300,000
1,000,000 San Mateo County TRANS 4.50%
7-01-98................... 1,003,342
1,700,000 Santa Clara Electric Revenue
Bonds (National
Westminster LOC) 3.40%
1-07-98................... 1,700,000
4,000,000 Santa Clara MFHA (Foxchase
Apts.) (FGIC-SPI) 3.85%
1-08-98................... 4,000,000
</TABLE>

See Notes to Financial Statements.
24
<PAGE> 30

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
------- ---------------------------- ------------
<C> <S> <C>
MUNICIPAL SECURITIES -- (CONTINUED)
Southern California
Metropolitan Water
District (West Deutsche
Landesbank LOC)
$ 2,000,000 3.40% 1-07-98............... $ 2,000,000
2,000,000 3.75% 1-08-98............... 2,000,000
3,000,000 3.50% 1-13-98............... 3,000,000
2,000,000 3.50% 3-03-98............... 2,000,000
2,385,000 Vallejo MFHA (FNMA) 3.35%
1-07-98................... 2,385,000
2,500,000 West Basin Municipal Water
District (Bayerische
Vereinsbank LOC) 3.30%
1-07-98................... 2,500,000
------------
TOTAL INVESTMENTS -- 99.3%................. 113,962,595(a)
Other Assets & Liabilities, Net -- 0.7%.... 765,954
------------
TOTAL NET ASSETS -- 100.0%................. $114,728,549
============
</TABLE>

Legend:
C.P. -- Commercial Paper
DWAP -- Department of Water & Power
HFA -- Health Facilities Authority
IDA -- Industrial Development Authority
IDB -- Industrial Development Board
LOC -- Letter of Credit
MFHA -- Multifamily Housing Authority
RANS -- Revenue Anticipation Notes
TRANS -- Tax and Revenue Anticipation Notes
USD -- Unified School District

Insurance Abbreviations:
AMBAC -- American Municipal Bond Assurance
Corporation
FGIC-SPI -- Financial Guaranty Insurance Corporation-
Securities Purchased Inc.
FNMA -- Federal National Mortgage Association
FSA -- Financial Security Assurance
MBIA -- Municipal Bond Investors Assurance

Maturity dates for many bonds and notes represent the next scheduled date at
which the interest rate may be adjusted or a "demand" or "put" feature may be
exercised.

- ------------
(a) Cost for tax purposes is the same.

See Notes to Financial Statements.
25
<PAGE> 31

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

(A SERIES OF FREEDOM GROUP OF TAX EXEMPT FUNDS)

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ACCOUNTING POLICIES. Freedom Group of Tax Exempt Funds (the
"Trust") is a Massachusetts business trust registered under the Investment
Company Act of 1940, as amended, as an open-end management company. The
Agreement and Declaration of Trust permits the issuance of an unlimited number
of shares of beneficial interest in separate series, with shares of each series
representing interests in a separate portfolio of assets and operating as a
separate distinct fund. The Trust consists of two series: the Freedom California
Tax Exempt Money Fund (the "Fund") and the Freedom Tax Exempt Money Fund. The
financial statements of the Freedom Tax Exempt Money Fund are included in a
separate annual report for that Fund.

The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

Security Valuation and Transactions. The Fund values its portfolio
securities utilizing the amortized cost valuation method. This method involves
valuing a portfolio security at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium. Cost is determined and
gains and losses are based upon the specific identification method for both
financial statement and federal income tax purposes. Investment securities
transactions are accounted for on the date the securities are purchased or sold.

The Fund may purchase or sell securities on a when-issued basis. Payment
and delivery may take place more than a week after the date of the transaction.
The price that will be paid for the underlying securities is fixed at the time
the transaction is negotiated.

Expenses. The majority of the expenses of the Trust are directly
identifiable to an individual Fund. Expenses which are not readily identifiable
as belonging to a specific fund are allocated in such a manner as deemed
equitable by the Trustees, taking into consideration, among other things, the
nature and type of expense and the relative size of the funds.

Trustees' fees of $6,000 per Trust, per year, plus $250 per meeting of the
Board of Trustees and $350 per meeting of any committee thereof, are paid by the
Trust to each Trustee who is not an interested person of the Trust. No
remuneration is paid by the Trust to any Trustee or officer of the Trust who is
affiliated with Freedom Capital Management Corporation, the Trust's advisor.

The Trust has entered into an insurance agreement with ICI Mutual Insurance
Company, under which the Trust pays both an annual insurance premium and a
one-time reserve premium, and is committed to provide additional funds of up to
300% of its initial annual premium if and when called upon.

26
<PAGE> 32

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

(A SERIES OF FREEDOM GROUP TAX EXEMPT FUNDS)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The Fund has an agreement with the custodian bank under which $31,658 of
custodian fees have been reduced by balance credits applied during the year
ended December 31, 1997. If the Fund had not entered into this agreement, the
assets not invested, on which these balance credits were earned, could have
produced taxable income.

Federal Income Tax. It is the Fund's policy to comply with the provisions
of the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its income to its shareholders. It is also the intention of
the Fund to make sufficient distributions to shareholders to avoid imposition of
excise tax on undistributed amounts under the Internal Revenue Code. Therefore,
no federal income or excise tax provision is required.

Interest Income and Dividends to Shareholders. Interest income is accrued
as earned. Dividends to shareholders are declared daily from net investment
income, which consists of interest accrued or discount earned (including
original issue and market discount) less amortization of premium and the
estimated expenses of the Fund applicable to the dividend period.

Other. There are certain risks arising from geographic concentration in
any state. Certain revenue or tax related events in a state may impair the
ability of certain issuers of municipal securities to pay principal and interest
on their obligations. The Fund may focus its investments in certain industries.
As a result, the Fund may be subject to a greater risk than a fund that is more
fully diversified in various industries.

NOTE 2. INVESTMENT ADVISOR AND OTHER RELATED PARTY TRANSACTIONS. Freedom
Capital Management Corporation ("FCMC") is the parent of Freedom Distributors
Corporation as well as an affiliate of Sutro & Co., Inc. ("Sutro"), Tucker
Anthony Incorporated ("Tucker Anthony") and Freedom Services Corp. All are
wholly owned subsidiaries of Freedom Securities Corporation ("Freedom
Securities").

FCMC, the investment advisor of the Trust, furnishes the Fund with
administration and other services and office facilities in Boston. For these
services and facilities, the Fund pays a monthly fee, based upon the average
daily net asset value of the Fund, at the annual rate of one half of one percent
(.50%) on the first $500 million of average daily net assets and forty-five
hundredths of one percent (.45%) for average daily net assets in excess of that
amount. The Fund itself pays no salaries or compensation to any of its officers.

FCMC may voluntarily waive part or all of its management fee for a period
under the terms of the advisory agreement. Such waivers were provided to the
Fund for the year ended December 31, 1997 and may be discontinued at any time.

Sutro, Tucker Anthony and Freedom Distributors Corporation act as
distributors of the Fund's shares and receive no compensation for such services.
Freedom Services Corporation received

27
<PAGE> 33

FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

(A SERIES OF FREEDOM GROUP TAX EXEMPT FUNDS)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

reimbursements of $24,955 for maintaining and servicing certain shareholder
accounts for the year ended December 31, 1997.

John Hancock Signature Services, Inc. ("JHSS") is transfer agent for the
Fund. JHSS received $27,600 for the year ended December 31, 1997.

NOTE 3. Purchases and sales (including maturities) of investments for the
year ended December 31, 1997 were as follows:

<TABLE>
<S> <C>
Purchases of investments......................... $298,885,809
Sales of investments............................. $297,899,000
</TABLE>

28
<PAGE> 34
NO SALES OR REDEMPTION CHARGES

DISTRIBUTOR

Sutro & Co. Incorporated
201 California Street ----FREEDOM----
San Francisco, California 94111 CALIFORNIA

Telephone Toll Free
800-453-8206

[GRAPHIC]
INVESTMENT ADVISER

Freedom Capital Management Corporation
One Beacon Street
Boston, Massachusetts 02108-3105
TAX EXEMPT
TRANSFER AND SHAREHOLDER MONEY FUND
SERVICES AGENT ------------

John Hancock Signature
Services, Incorporated
P.O. Box 9102 Prospectus
Boston, Massachusetts 02205-9102 February 27, 1998

Telephone Toll Free Annual Report
800-257-3336 December 31, 1997

[FREEDOM MONEY FUNDS LOGO]

No person has been authorized to give
any information or to make any
representations not contained in this
Prospectus in connection with the
offering made by this Prospectus and, if
given or made, such information, or
representations must not be relied upon
as having been authorized by the Fund
or its Distributor. This Prospectus
does not constitute an offering by the
Fund or by the Distributor in any
jurisdiction in which such offering
may not lawfully be made.

F15ARD 0298 [RECYCLED LOGO]
<PAGE> 35

FREEDOM MUTUAL FUND [FLAG LOGO]

FREEDOM GROUP OF TAX EXEMPT FUNDS
- --------------------------------------------------------------------------------

ONE BEACON STREET - BOSTON, MASSACHUSETTS 02108

(800) 453-8206 NATIONWIDE

We are two investment companies offering three separate portfolios,
commonly known as mutual funds (the "Funds"), each of which is a no-load money
market fund with its own specific investment objectives.

Freedom Cash Management Fund -- A money market fund investing in a
diversified portfolio of high-grade money market instruments.

Freedom Tax Exempt Money Fund -- A money market fund investing in a
diversified portfolio of high quality short-term municipal securities.

INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO MAINTAIN A
STABLE $1.00 PER SHARE NET ASSET VALUE.

This Prospectus sets forth concisely the information about the Funds that
you ought to know before investing. Please read the Prospectus and retain it for
future reference. Additional information, contained in a Statement of Additional
Information also dated February 27, 1998, has been filed with the Securities and
Exchange Commission and is available upon request without charge by writing to
the Funds at the address set forth above. The Statement of Additional
Information having the same date as this Prospectus is incorporated by reference
into this Prospectus.

PROSPECTUS -- FEBRUARY 27, 1998

ANNUAL REPORT -- DECEMBER 31, 1997

<PAGE> 36

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Page Introduction.................................................................... 1
Benefits to Our Investors............................................................ 1
Summary of Our Expenses.............................................................. 2
Our Financial Highlights............................................................. 3
Our Investment Objectives............................................................ 4
Freedom Cash Management Fund.................................................... 4
Freedom Government Securities Fund.............................................. 5
Freedom Tax Exempt Money Fund................................................... 5
Certain Investment Strategies........................................................ 6
Special Considerations -- Tax Exempt Money Fund...................................... 7
How to Purchase Shares............................................................... 7
How to Redeem Shares................................................................. 9
Freedom Asset Account................................................................ 12
Pricing of Our Shares................................................................ 12
Dividends............................................................................ 12
Current Yield........................................................................ 13
Taxes................................................................................ 13
Our Organization and Shares.......................................................... 14
Our Management....................................................................... 15
Shareholder Services................................................................. 16
Additional Information............................................................... 17
Annual Report -- December 31, 1997................................................... 19
</TABLE>

<PAGE> 37

INTRODUCTION

We are two open-end diversified management investment companies offering
three separate portfolios, commonly known as mutual funds (the "Funds"). Each
Fund is a no-load money market fund which provides a stable net asset value and
high current income by investing in a portfolio of high-quality money market
obligations. The Funds described in this Prospectus are Freedom Cash Management
Fund ("Cash Management Fund"), Freedom Government Securities Fund ("Government
Securities Fund") and Freedom Tax Exempt Money Fund ("Tax Exempt Money Fund").

BENEFITS TO OUR INVESTORS

Our money market funds offer you important benefits and conveniences:

No Sales Charge, No Redemption Fee.

Minimum Initial Investment: $1,000.

Minimum Subsequent Investment: $100. See "How to Purchase Shares" and "How
to Redeem Shares".

Professional Management: Freedom Capital Management Corporation, founded
in 1930, serves as the Funds' investment adviser (the "Adviser"). The Adviser
provides a number of mutual funds and other clients with investment research and
portfolio management services. Assets under the Adviser's supervision currently
exceed $5.6 billion. The Adviser is an indirect, wholly-owned subsidiary of
JHFSC Acquisition Corp.

Free Exchange Privilege: You may exchange shares of any Fund without
charge for shares of any other Fund described in this Prospectus.

Investments in the Funds are neither insured nor guaranteed by the U.S.
Government. There is no assurance that the Funds will be able to maintain a
stable $1.00 per share net asset value.

1
<PAGE> 38

SUMMARY OF OUR EXPENSES

<TABLE>
<CAPTION>
CASH GOVERNMENT TAX EXEMPT
MANAGEMENT FUND SECURITIES FUND MONEY FUND
--------------- ---------------- ----------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases................. None None None
Sales Load Imposed on Reinvested Dividends...... None None None
Redemption Fees................................. None None None
Exchange Fees................................... None None None
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)*
Management Fees................................. .47% .50% .50%
12b-1 Fees...................................... None None None
Other Expenses.................................. .22% .15% .14%
Total Fund Operating Expenses......... .69% .65% .64%(a)
</TABLE>

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

* For the fiscal year ended December 31, 1997

(a) Absent fee credit allowed by the custodian, the total annual operating
expenses for the Tax Exempt Money Fund for the fiscal year would have been
.66%.

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly as an investor in
each Fund. For further information on management fees, see "Our Management."

EXAMPLE

The following example illustrates the effect of each Fund's expenses on the
value of a hypothetical $1,000 investment at the end of one, three, five and ten
year periods in that Fund. As noted in the table above, none of the Funds charge
redemption fees of any kind. THE EXAMPLE SHOULD NOT BE CONSIDERED AS A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR INVESTMENT RETURNS. ACTUAL EXPENSES
AND INVESTMENT RETURNS MAY BE GREATER OR LESS THAN SHOWN.

You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Cash Management Fund........................... $7 $22 $38 $100
Government Securities Fund..................... $7 $21 $36 $ 97
Tax Exempt Money Fund.......................... $7 $20 $36 $ 96
</TABLE>

2
<PAGE> 39

OUR FINANCIAL HIGHLIGHTS

The table of FINANCIAL HIGHLIGHTS below represents a summary history of our
operations. The table uses the Funds' fiscal year (which ends December 31) and
expresses the information in terms of a single share outstanding throughout each
year. The table has been audited by Price Waterhouse LLP, independent
accountants, whose unqualified report covering the fiscal years appears
elsewhere in this Prospectus. The financial highlights information should be
read in conjunction with the financial statements and related notes also
included in this Prospectus.

<TABLE>
<CAPTION>
NET RATIO OF RATIO OF NET
NET ASSET DIVIDENDS NET ASSET ASSETS EXPENSES INVESTMENT
VALUE NET FROM NET VALUE END OF TO AVERAGE INCOME TO
YEAR BEGINNING INVESTMENT INVESTMENT END OF TOTAL YEAR DAILY AVERAGE DAILY
ENDED OF YEAR INCOME INCOME YEAR RETURN (THOUSANDS) NET ASSETS NET ASSETS
- --------------------------- --------- ---------- ---------- --------- -------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CASH MANAGEMENT FUND
December 31, 1997.......... $1.00 $ 0.0492 $(0.0492) $1.00 5.03% $1,746,837 0.69% 4.92%
December 31, 1996.......... 1.00 0.0476 (0.0476) 1.00 4.86 1,637,286 0.71 4.76
December 31, 1995.......... 1.00 0.0526 (0.0526) 1.00 5.38 1,346,625 0.73 5.26
December 31, 1994.......... 1.00 0.0353 (0.0353) 1.00 3.59 1,083,661 0.75 3.54
December 31, 1993.......... 1.00 0.0247 (0.0247) 1.00 2.50 1,138,578 0.75 2.47
December 31, 1992.......... 1.00 0.0309 (0.0309) 1.00 3.13 1,069,472 0.78 3.09
December 31, 1991.......... 1.00 0.0546 (0.0546) 1.00 5.60 1,183,684 0.77 5.46
December 31, 1990.......... 1.00 0.0753 (0.0753) 1.00 7.80 1,103,050 0.78 7.49
December 31, 1989.......... 1.00 0.0844 (0.0844) 1.00 8.78 1,111,954 0.80 8.45
December 31, 1988.......... 1.00 0.0679 (0.0679) 1.00 7.01 800,970 0.85 6.81
GOVERNMENT SECURITIES FUND
December 31, 1997.......... $1.00 $ 0.0485 $(0.0485) $1.00 4.96% $ 370,358 0.65% 4.86%
December 31, 1996.......... 1.00 0.0460 (0.0460) 1.00 4.69 309,938 0.65 4.60
December 31, 1995.......... 1.00 0.0500 (0.0500) 1.00 5.10 317,400 0.65 5.00
December 31, 1994.......... 1.00 0.0331 (0.0331) 1.00 3.36 268,434 0.65 3.31
December 31, 1993.......... 1.00 0.0246 (0.0246) 1.00 2.49 349,808 0.59 2.47
December 31, 1992.......... 1.00 0.0315 (0.0315) 1.00 3.18 336,804 0.60 3.15
December 31, 1991.......... 1.00 0.0521 (0.0521) 1.00 5.34 352,803 0.57 5.30
December 31, 1990.......... 1.00 0.0743 (0.0743) 1.00 7.69 266,179 0.66 7.41
December 31, 1989.......... 1.00 0.0817 (0.0817) 1.00 8.48 179,730 0.69 8.21
December 31, 1988.......... 1.00 0.0647 (0.0647) 1.00 6.67 169,967 0.71 6.47
TAX EXEMPT MONEY FUND
December 31, 1997.......... $1.00 $ 0.0300 $(0.0300) $1.00 3.04%* $ 289,904 0.64%(a) 3.00%(b)
December 31, 1996.......... 1.00 0.0283 (0.0283) 1.00 2.86 263,089 0.63 2.82
December 31, 1995.......... 1.00 0.0319 (0.0319) 1.00 3.23 274,076 0.64 3.19
December 31, 1994.......... 1.00 0.0216 (0.0216) 1.00 2.19 248,045 0.65 2.16
December 31, 1993.......... 1.00 0.0171 (0.0171) 1.00 1.73 270,474 0.63 1.71
December 31, 1992.......... 1.00 0.0232 (0.0232) 1.00 2.35 243,333 0.63 2.32
December 31, 1991.......... 1.00 0.0389 (0.0389) 1.00 3.96 252,393 0.61 3.90
December 31, 1990.......... 1.00 0.0522 (0.0522) 1.00 5.35 251,439 0.59 5.20
December 31, 1989.......... 1.00 0.0555 (0.0555) 1.00 5.69 229,859 0.60 5.58
December 31, 1988.......... 1.00 0.0459(c) (0.0459)(c) 1.00 4.69 205,166 0.57 4.57
</TABLE>

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

(a) Ratio of expenses to average daily net assets prior to expense credits was
0.66% for 1997.

(b) Ratio of net investment income to average daily net assets prior to expense
credits was 2.98% for 1997.

* Total return would have been lower without credits allowed by the custodian.

3
<PAGE> 40

OUR INVESTMENT OBJECTIVES

In order to provide you with liquidity, the Funds follow practices to
maintain a $1.00 share price: limiting their portfolios' average maturity to 90
days or less; buying securities which mature in 397 days or less; and buying
only high quality securities with minimal credit risks. Of course, the Funds
cannot guarantee a $1.00 share price, but these practices help to minimize any
price fluctuations that might result from rising or declining interest rates.
While each Fund invests in high quality securities, you should be aware that
your investment is not without risk even if all the securities in the portfolio
are paid in full at maturity. Each of the Funds has a fundamental investment
objective with an investment program to aid in achieving its objective. There is
no assurance that the Funds will achieve their investment objectives. All money
market instruments and debt securities, including U.S. Government securities,
can change in value when interest rates change or when an issuer's
creditworthiness changes.

Each of the Funds will limit its portfolio investments to high quality
money market obligations that, at the time of acquisition, (i) are rated in the
two highest categories by at least two nationally recognized statistical rating
organizations ("NRSROs") (or by one NRSRO if only one NRSRO has rated the
security), (ii) if not rated, are obligations of an issuer whose other
outstanding short-term debt obligations are so rated, or (iii) if not rated, are
of comparable quality as determined by the Adviser in accordance with procedures
established by the Trustees (collectively, "Eligible Securities"). Each Fund
will limit its investments to Eligible Securities that present minimal credit
risk, as determined by the Adviser in accordance with procedures established by
the Trustees.

All Eligible Securities may be classified as "first tier" securities and
"second tier" securities. In general, first tier securities consist of Eligible
Securities that have received the highest rating by at least two NRSROs (or by
one NRSRO if only one NRSRO has rated the security) or which are unrated but
determined to be of comparable quality. All other Eligible Securities are
classified as second tier securities. Neither the Cash Management Fund nor the
Government Securities Fund may invest more than 5% of its total assets in second
tier securities or invest more than 1% of its total assets or $1.0 million
(whichever is greater) in the second tier securities of any single issuer. A
description of the ratings of the NRSROs is contained in the Statement of
Additional Information.

FREEDOM CASH MANAGEMENT FUND

Investment Objective. The Cash Management Fund seeks to achieve as high a
rate of current income as is consistent with maintenance of liquidity and
preservation of capital.

Investment Program. To achieve its objectives, the Fund invests in a
diversified portfolio of short-term, U.S. dollar-denominated instruments of U.S.
and foreign issuers. These instruments include securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities, foreign
governments, certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations issued by domestic banks, foreign branches of
domestic banks, foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, asset-backed securities, repurchase agreements, and
high-quality domestic and foreign commercial paper and other short-term
corporate obligations, including those with floating or variable rates of
interest.

4
<PAGE> 41

Foreign obligations, including obligations of foreign banks, U.S. branches
and agencies of foreign banks, and foreign branches of U.S. banks, may involve
different risks than domestic obligations, including unfavorable political and
economic developments, currency controls or other governmental restrictions
which could affect the payment of principal or interest. Additionally, foreign
issuers may be subject to less governmental regulation and supervision than U.S.
issuers.

FREEDOM GOVERNMENT SECURITIES FUND

Investment Objective. The Government Securities Fund seeks to achieve as
high a rate of current income as is consistent with maintenance of liquidity and
preservation of capital.

Investment Program. To achieve its objectives, the Fund invests
exclusively in short-term U.S. Treasury securities, U.S. Government agency
securities and repurchase agreements with respect to such securities. Some U.S.
Government agency securities, such as Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of the
United States Treasury; others, such as securities of Federal Home Loan Banks,
by the right of the issuer to borrow from the Treasury.

FREEDOM TAX EXEMPT MONEY FUND

Investment Objective. The Tax Exempt Money Fund seeks to achieve as high a
rate of current income exempt from federal income taxes as is consistent with
maintenance of liquidity and preservation of capital.

Investment Program. To protect its capital, the Fund invests only in
highly rated securities. The Fund may invest in "Municipal Securities", which,
as used in this Prospectus, means obligations issued by or on behalf of states,
territories, and possessions of the United States, including the District of
Columbia, and their political subdivisions, agencies and instrumentalities, the
interest from which is exempt from federal income tax. Municipal Securities
include tax anticipation notes, revenue anticipation notes, general obligation
bonds, industrial revenue bonds, construction loan notes, bond anticipation
notes, tax exempt commercial paper and short-term municipal bonds. The tax
exempt status of a Municipal Security is determined by the issuer's bond counsel
at the time of the issuance of the security. Interest income of the Fund which
is exempt from federal income tax is expected to retain its tax-free status when
distributed to shareholders. Such income may be subject to state and local
taxes.

The Fund may also invest in when-issued securities and certain variable and
floating rate demand notes. Variable and floating rate demand notes generally
have a maturity in excess of one year, but permit their holder to demand
prepayment upon a specified number of days' notice.

Certain of the Municipal Securities may be backed by a letter of credit
issued by a domestic or a foreign bank in order to improve their credit rating.
In that case, the Fund considers the bank to be the ultimate obligor and credit
risk. See "Special Considerations -- Tax Exempt Money Fund."

It is a fundamental policy of the Fund that during normal market conditions
the Fund's assets will be invested so that at least 80% of the Fund's income
during its fiscal year will be exempt from federal personal income taxes. Up to
20% of the Fund's portfolio may be invested in issues which are not exempt from
federal income tax such as commercial paper, corporate notes, certificates of
deposit,

5
<PAGE> 42

obligations of the U.S. Government, its agencies or instrumentalities (and
repurchase agreements secured by these obligations). Under federal tax
legislation, the interest on certain tax exempt securities which the Fund may
purchase will be included in income subject to the federal individual
alternative minimum tax. The Fund's present policy is to invest no more than 20%
of its total assets in taxable securities including those subject to the
alternative minimum tax. During periods of uncertain market conditions, the Fund
may place more than 20% of its total assets for temporary defensive purposes in
taxable investments or cash reserves.

CERTAIN INVESTMENT STRATEGIES

Repurchase Agreements. Each of the Funds may enter into repurchase
agreements with a bank, financial institution or broker-dealer as a means of
earning income for periods as short as overnight. A repurchase agreement
provides for a Fund to purchase securities, subject to the seller's agreement to
repurchase such securities at a specified time (normally the next business day)
and price. Each repurchase agreement entered into by a Fund will provide that
the value of the collateral underlying the repurchase agreement will always be
at least equal to the repurchase price, including any accrued interest. A Fund's
right to liquidate its collateral, in the event of a default by the seller,
could involve certain costs, losses or delays and, to the extent that proceeds
from any sale upon a default of the obligation to repurchase are less than the
repurchase price, a Fund could suffer a loss. No Fund will invest more than 10%
of its net assets in repurchase agreements of more than one week's duration.

Borrowing. Each Fund may borrow up to 10% of the value of its net assets
from banks for temporary purposes (not for leveraging or investment) but will
not make any new investments so long as such borrowings exceed 5% of the value
of its net assets.

Illiquid Securities. Each Fund may invest up to 10% of its net assets in
securities for which no readily available market exists (including repurchase
agreements maturing in more than one week) or for which there are legal or
contractual restrictions on resale. However, if the Trustees or the Adviser
determine, based upon a review of Board approved guidelines, that restricted
securities eligible for resale to "qualified institutional buyers" pursuant to
Rule 144A under the Securities Act of 1933 are liquid or, with respect to the
Cash Management Fund only, that commercial paper issued as part of a non-public
offering pursuant to Section 4(2) of the Securities Act of 1933 is liquid, then
they may be purchased without regard to the 10% limit. The Trustees will
carefully monitor each Fund's investments in Rule 144A securities, and the Cash
Management Fund's investments in Section 4(2) commercial paper, focusing on
factors, among others, such as valuation, liquidity and availability of
information. This investment practice could have the effect of increasing the
level of illiquidity in the Funds to the extent that qualified institutional
buyers become for a time uninterested in purchasing these securities.

When-Issued Securities. The Tax Exempt Money Fund may invest in
"when-issued" securities. When-issued securities involve commitments to buy a
new issue with settlement up to 45 days later. During the time between the
commitment and settlement, the Fund does not accrue interest but the market
value may fluctuate. This can result in the Fund's share value increasing or
decreasing. If the

6
<PAGE> 43

Fund invests in securities of this type, it will maintain a segregated account
to pay for them and mark it to market daily.

SPECIAL CONSIDERATIONS -- TAX EXEMPT MONEY FUND

The ability of the Tax Exempt Money Fund to achieve its investment
objective is dependent on the continuing ability of the issuers of Municipal
Securities in which the Fund invests to meet their obligations for the payment
of principal and interest when due. It should also be pointed out that, unlike
other types of investments, Municipal Securities traditionally have not been
subject to regulation by, or registration with, the Securities and Exchange
Commission, although there have been proposals which would provide for
regulation in the future.

With respect to Municipal Securities that are backed by a letter of credit
issued by a foreign bank, the ultimate source of payment is the foreign bank.
Investment in foreign banks may involve risks not present in domestic
investments. These include the fact that the foreign bank may be subject to
different, and in some cases less comprehensive, regulatory, accounting,
financial reporting and disclosure standards than are domestic banks.

HOW TO PURCHASE SHARES

GENERAL

Shares of the Funds are distributed by Tucker Anthony Incorporated ("Tucker
Anthony"), Sutro & Co., Incorporated ("Sutro") and Freedom Distributors
Corporation ("Freedom", and together with Tucker Anthony and Sutro, the
"Distributors"). State Street Bank and Trust Company ("State Street") acts as
the Funds' custodian. John Hancock Signature Services, Incorporated ("JHSS")
acts as the Funds' transfer and shareholder services agent.

YOU MAY OPEN AN ACCOUNT IN ANY FUND BY PLACING AN ORDER FOR AT LEAST
$1,000. YOU MAY THEN MAKE SUBSEQUENT INVESTMENTS FOR $100 OR MORE.

Shares of the Funds are offered on a continuing basis without a sales
charge at a public offering price equal to the net asset value next determined
after a purchase order is received in proper form as described below. Shares may
be purchased either (1) through the Distributors, utilizing an existing or new
securities brokerage account with a Tucker Anthony or Sutro account executive,
or (2) directly through JHSS. Orders to purchase shares do not become effective
until receipt of "Federal Funds" (monies credited to JHSS's account with its
registered Federal Reserve Bank) by JHSS.

There is no minimum amount for initial or subsequent investment (i) by a
tax-deferred retirement plan (Cash Management Fund and Government Securities
Fund only) or (ii) in connection with purchases through the automatic "sweep"
program (described below) sponsored by Tucker Anthony and Sutro (all Funds).
Where a bank, investment adviser or similar institution has a large number of
accounts and is willing to receive a monthly summary of accounts in lieu of the
regular statement for each account under its control, the minimum amount for
initial investments by individual accounts covered by the summary of accounts is
reduced to $100. All payments will be invested in full and fractional shares.

7
<PAGE> 44

PURCHASES BY CLIENTS OF TUCKER ANTHONY AND SUTRO

If you have a brokerage account with Tucker Anthony or Sutro, and have not
elected the automatic "sweep" program described below, you may purchase any
Fund's shares through your account executive. In order to purchase through your
account, your account must have a free credit balance (i.e. immediately
available funds). If a properly completed order to purchase Fund shares is
received at any Tucker Anthony or Sutro office before 12:00 noon New York time
and paid utilizing a free credit balance available on a brokerage account,
Tucker Anthony or Sutro will transfer Federal Funds to the Fund and your order
will be executed on the same business day. However, if a properly completed
order to purchase Fund shares is received at any Tucker Anthony or Sutro office
after 12:00 noon New York time and paid utilizing a free credit balance
available on a brokerage account, Tucker Anthony or Sutro will transfer Federal
Funds to the Fund and your order will be executed on the next business day and
dividends on such shares will begin on that day. Accordingly, Tucker Anthony or
Sutro may benefit from the use of free credit balances in your account prior to
their transfer to a Fund.

Certificates for shares owned generally are not issued to you if you have
purchased your shares through Tucker Anthony or Sutro. Tucker Anthony and Sutro
will receive statements and dividends directly from the Funds and will in turn
provide you with account statements reflecting a Fund's purchases, redemptions
and dividend payments.

"Sweep" Program. You may also purchase any Fund's shares by participating
in the "sweep" program of Tucker Anthony and Sutro in which any free credit cash
balance (in available funds) of any amount in your Tucker Anthony/Sutro
brokerage account is invested in one of the Funds automatically no less
frequently than weekly. Under the terms of this program, you may have your free
credit balance invested in shares of any Fund although at any one time your free
credit balance may be invested automatically in only one Fund (the "Designated
Fund"). Free credit cash balances (in available funds) of $2,000 or more will be
invested in shares of the Designated Fund automatically on the next business
day. Automatic purchases using free credit balances of less than $2,000 will be
made weekly, generally on Monday (or the next business day if any Monday is a
holiday) of each week based upon the free credit balance in the account at the
close of business on the preceding Friday. Unless you have elected cash
dividends, dividends on your shares in the Designated Fund will be automatically
reinvested in shares monthly. Redemptions will be effected automatically to
satisfy debit balances in your brokerage account created by activity therein.
Each brokerage account will be scanned automatically for debits each business
day as of the close of business on that day and, after application of any free
credit cash balances in the account to such debits, a sufficient number of
shares of the Designated Fund owned by you will be redeemed at 12:00 noon the
following business day to satisfy any remaining debits in the brokerage account.
Tucker Anthony or Sutro may benefit from the use of free credit balances in your
account prior to their transfer to a Fund.

If you wish additional information concerning the "sweep" program, please
call your account executive.

OTHER INVESTORS -- PURCHASE BY CHECK OR WIRE

Purchase by Mail. On an initial purchase, complete the Purchase
Application included in this Prospectus, indicating which of the Funds you wish
to invest in and each of the services to be used,

8
<PAGE> 45

and mail it, together with a check written against a U.S. bank and payable to
Freedom Cash Management Fund, Freedom Government Securities Fund or Freedom Tax
Exempt Money Fund, to:

John Hancock Signature Services, Incorporated
[Name of Fund(s)]
Attn: Dealer Services
P.O. Box 9102
Boston, Massachusetts 02205-9102

Subsequent purchases of $100 or more may also be made through JHSS by
forwarding payment, together with the detachable stub from your account
statement or a letter containing your account number. When you pay by check,
your order for additional shares of a Fund will be executed at the price next
determined after Federal Funds become immediately available to the applicable
Fund. Federal Funds normally do not become available to a Fund when payment is
by check until two business days or more after the check is deposited. Checks
drawn on banks which are not members of the Federal Reserve System may take
longer to be converted into Federal Funds. When you purchase shares by check,
the Funds can hold payment on redemptions until they are reasonably satisfied
that the investment has been collected (which can take up to ten days).

Purchase by Wire Transfer. You may also purchase shares of any Fund
through JHSS by means of a wire order. Please call JHSS toll free at (800)
257-3336 for instructions. You should then give instructions to your wiring bank
to transmit the specified amount in Federal Funds to: First Signature Bank &
Trust, Portsmouth, New Hampshire -- Freedom Group of Money Funds, Attention:
[Name of Fund(s)], ABA #211475000, specifying on the wire your account number
and your name.

HOW TO REDEEM SHARES

GENERAL

Redemption orders are effected at the net asset value next determined after
receipt of the order by JHSS. For your convenience, and so that you can continue
earning daily dividends for as long as possible, the Funds have established
several different redemption procedures described below. SHOULD THE REDEMPTION
INCLUDE SHARES PURCHASED BY CHECK, PAYMENT MAY BE DELAYED FOR UP TO TEN DAYS
AFTER THE PURCHASE IN ORDER TO ALLOW THE PURCHASE CHECK TO CLEAR. A redemption
of shares purchased by wire will not be subject to this period of delay.

The shares of any Fund may be redeemed in several ways: (1) shares
purchased through a Tucker Anthony or Sutro brokerage account can be redeemed by
placing a redemption order with your account executive or by check redemption,
and (2) shares purchased directly may be redeemed

9
<PAGE> 46

by mail, by expedited redemption (i.e., wire redemption if you have elected this
option on your Purchase Application) or by check redemption.

REDEMPTION THROUGH YOUR TUCKER ANTHONY OR SUTRO BROKERAGE ACCOUNT

In order to redeem shares purchased through a Tucker Anthony or Sutro
brokerage account, you should advise your account executive, by telephone or
mail, to execute the redemption. If a properly completed order to redeem Fund
shares is received by a Tucker Anthony or Sutro office after 12:00 noon New York
time, your order will be forwarded to the appropriate Fund and will be executed
on the following business day. Redemption proceeds will be held in your
brokerage account unless you give instructions to your account executive to
reinvest or remit the proceeds to you. Generally, redemption proceeds will not
be invested for your benefit without specific instruction, and Tucker Anthony or
Sutro may benefit from the use of temporarily uninvested funds.

DIRECT REDEMPTION

Redemptions by mail and expedited redemptions are not available for shares
purchased through a Tucker Anthony or Sutro brokerage account. Any such
redemption requests received by JHSS will be forwarded to the appropriate Tucker
Anthony or Sutro account executive who will process them as described above.

Redemption By Mail. You may redeem shares by mail. Payment of the
redemption proceeds will ordinarily be made within seven days after the request
for redemption is received in "good order" at the net asset value next
determined. If you send your redemption order to JHSS by mail, you must assume
responsibility for assuring that the request for redemption is received in "good
order". "Good order" means that the request must be accompanied by the
following:

(c) Additional legal documents concerning authority and related
matters in the case of estates, trusts, guardianships, custodianships,
partnerships and corporations.

All proceeds from redemptions are mailed to your address of record. If you
are uncertain as to the requirements for redemption, please call JHSS toll free
at (800) 257-3336. All redemption requests by mail should be mailed to:

John Hancock Signature Services, Incorporated
[Name of Fund(s)]
Attention: Dealer Services
P.O. Box 9102
Boston, Massachusetts 02205-9102

10
<PAGE> 47

Expedited Redemptions. If you have elected the expedited redemption option
on the Purchase Application on file with JHSS and wish to redeem $5,000 or more
from any Fund, you may request that payment be made in Federal Funds.
Shareholders may place orders for expedited redemption with JHSS without a
signature guarantee and have the proceeds sent by wire to a bank or trust
company account previously designated in writing. Please call JHSS toll free at
(800) 257-3336 for instructions. If the expedited redemption order is received
by JHSS's Boston office prior to 12:00 noon New York time on a day on which the
New York Stock Exchange is open, payment will be wired to your bank on the same
business day, provided that it is a member of the Federal Reserve System and
that the federal wire system is open. However, if your bank is not a member of
the Federal Reserve System, Federal Funds may not reach your bank until the next
business day. If the redemption order is received after 12:00 noon New York
time, the redemption will be executed and payment will be wired in Federal Funds
on the next business day.

CHECK REDEMPTIONS

The Funds reserve the right to terminate or alter the check writing service
at any time after giving shareholders 30 days written notice. Your shareholder
account will be charged $20.00 each for stop payment orders or checks returned
for "insufficient funds."

ADDITIONAL INFORMATION ON REDEMPTION

Because the Funds incur certain fixed costs in maintaining shareholder
accounts, the Funds reserve the right to involuntarily redeem shareholder
accounts in any Fund which have less than $500 in them as of the end of any
month. If a Fund elects to redeem such accounts, it will notify the shareholders
of its intention to do so and provide those shareholders with an opportunity to
increase their accounts by investing a sufficient amount to bring their accounts
up to $500 or more within 30 days of the notice. The Funds will not redeem
accounts which fall below $500 as a result of reduction in net asset value per
share.

11
<PAGE> 48

FREEDOM ASSET ACCOUNT

The Freedom Asset Account provides an alternative method for investing in
shares of the Funds in conjunction with a program of four financial services:
(1) a Sutro or Tucker Anthony securities margin account ("securities account");
(2) one of the Funds; (3) a check writing facility on an account maintained at
Banc One; and (4) a Visa Gold(R)Debit Card with ATM access from Banc One.

THIS SECTION IS ONLY A BRIEF DESCRIPTION OF THE FREEDOM ASSET ACCOUNT AND
ITS RELATION TO THE FUNDS AND DOES NOT DESCRIBE ALL OF THE FEATURES OF THE
FREEDOM ASSET ACCOUNT. PLEASE CONTACT YOUR ACCOUNT EXECUTIVE FOR FURTHER
INFORMATION AND REVIEW CAREFULLY THE FREEDOM SERVICES CORPORATION FREEDOM ASSET
ACCOUNT AGREEMENT.

PRICING OF OUR SHARES

The net asset value per share of the Funds for the purpose of pricing
orders for the purchase and redemption of shares is determined daily as of 12:00
noon New York time, Monday through Friday, exclusive of national business
holidays. Purchase or redemption orders accepted by JHSS prior to 12:00 noon New
York time will be priced at 12:00 noon New York time that day. Purchase or
redemption orders accepted by JHSS subsequent to 12:00 noon New York time will
be priced at 12:00 noon New York time the next day that net asset value is
computed. Net asset value per share is computed by taking the value of all
assets of any Fund, less liabilities, and dividing by the number of shares of
the Fund outstanding. To determine the value of the assets of any Fund for the
purpose of obtaining the net asset value, portfolio securities are valued at
amortized cost, as described below, and interest is accrued daily.

DIVIDENDS

12
<PAGE> 49

net asset value, or you may elect to receive cash. Redemption payments for the
entire account value will include all unpaid dividends.

CURRENT YIELD

From time to time, each Fund may quote its yield in advertisements or in
reports to shareholders. Performance information ratings as reported in national
financial publications such as Donoghue's Money Fund Report, a widely recognized
independent publication that monitors the performance of money market funds, may
also be used in comparing the performance of the Funds to other money market
funds with similar investment objectives. Each Fund calculates its annualized
simple and compound yields based on a seven-day period. Since net investment
income of the Funds changes in response to fluctuations in interest rates and
Fund expenses, any given yield quotation should not be considered representative
of a Fund's yield for any future period. CURRENT YIELD INFORMATION FOR THE FUNDS
MAY BE OBTAINED BY CALLING TOLL-FREE AT 1-800-453-8206.

TAXES

Cash Management Fund and Government Securities Fund. Each Fund will
distribute all of its net investment income and capital gains net of capital
losses to shareholders. Income dividends and distributions of realized net
short-term capital gains paid by each Fund are taxable to you as ordinary income
whether received in cash or reinvested in additional shares of the Fund.
Properly designated distributions of net capital gains (the excess of net
long-term capital gain over net short-term capital loss), if any, are taxable to
you as long-term capital gains, regardless of the length of time you have held
shares of a Fund and whether received in cash or additional shares of a Fund.

Government Securities Fund. For mutual funds organized as business trusts
(such as the Fund), most states' laws provide for a pass-through of the state
and local income tax exemption afforded to direct owners of U.S. Government
securities. Thus, for residents of most states, the portion of distributions
derived from the Fund's income from investment in U.S. Government securities
should be free from state and local income taxes. You may wish to consult your
own tax adviser regarding the tax laws in your state.

Tax Exempt Money Fund. The Fund intends to meet all the IRS requirements
necessary to ensure that it is qualified to pay "exempt-interest dividends"
which means that the Fund may pass on to you the federal tax exempt status of
this investment income. For federal income tax purposes, your proportionate
share of taxable distributions from the Fund's other net investment income and
net short-term capital gains, if any, will be taxable as ordinary income,
whether received in cash or invested in additional shares. Properly designated
distributions of net capital gains (the excess of net long-term capital gain
over net short-term capital loss), if any, are taxable to you as long-term
capital gains, regardless of the length of time you have held shares of the Fund
and whether received in cash or additional shares of the Fund.

13
<PAGE> 50

The tax-exempt status of distributions for federal income tax purposes may
not result in similar treatment under the laws of a particular state or local
taxing authority. You should consult your tax adviser about the status of
distributions from the Fund in your state and locality.

The table below shows the approximate taxable securities yields which are
equivalent to yields of Municipal Securities from 2% to 5% under federal income
tax laws that apply to 1998.

<TABLE>
<CAPTION>
JOINT RETURN TAX EXEMPT YIELD
----------------- INCOME ------------------------------------------
SINGLE RETURN*** TAX
- -----------------
BRACKET**
---------
TAXABLE INCOME* 2% 3% 4% 5%
- ---------------------------------------- ------ ------ ------ ------
EQUIVALENT YIELD TABLE
<S> <C> <C> <C> <C> <C> <C>
$0-25,300 $0-42,350 15% 2.35% 3.53% 4.71% 5.88%
$25,300-61,400 $42,350-102,300 28% 2.78% 4.17% 5.56% 6.94%
$61,400-128,100 $102,300-155,950 31%*** 2.90% 4.35% 5.80% 7.25%
$128,100-278,450 $155,950-278,450 36%*** 3.13% 4.69% 6.25% 7.81%
Over $278,450 Over $278,450 39.6%*** 3.31% 4.97% 6.62% 8.28%
</TABLE>

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

* Other than surviving spouses and heads of households.

** Net amount subject to federal income tax after deductions and exemptions.

*** To implement the phase-out of personal exemption deductions for single
taxpayers having 1998 adjusted gross income of more than $124,500 and
married taxpayers (filing jointly) having 1998 adjusted gross income of more
than $186,800, the exemption deduction is reduced by two percent for each
$2,700 by which adjusted gross income exceeds the threshold amounts. For
taxpayers having 1998 adjusted gross income of more than $124,500 ($62,250
for married filing separately), certain allowable itemized deductions are
reduced. These adjustments may result in effective marginal tax rates
greater than those indicated above. Please consult your tax adviser
regarding your situation.

General. Each Fund in which you own shares will inform you of the amount
and nature of its distributions annually. The Funds are required by federal law
to withhold 31% of reportable payments (which may include dividends, capital
gains distributions and redemptions) paid to certain accounts whose owners have
not complied with IRS regulations. In connection with this withholding
requirement, you will be asked to certify on your account application that the
social security or taxpayer identification number you provide is correct and
that you are not subject to 31% backup withholding for previous underreporting
to the IRS. Each of the Funds qualified as a regulated investment company under
Subchapter M of the Internal Revenue Code for its most recent fiscal year.

OUR ORGANIZATION AND SHARES

Freedom Mutual Fund and Freedom Group of Tax Exempt Funds (the "Trusts")
are open-end management investment companies organized as Massachusetts business
trusts. Freedom Mutual Fund was organized on December 22, 1980 and Freedom Group
of Tax Exempt Funds was organized on June 1, 1982. Freedom Mutual Fund currently
has two funds, Freedom Cash Management Fund and Freedom Government Securities
Fund. Freedom Group of Tax Exempt Funds currently has two funds, Freedom Tax
Exempt Money Fund and Freedom California Tax Exempt Money Fund (which is
described in a separate prospectus). The Boards of Trustees supervise our
activities and review our

14
<PAGE> 51

contractual arrangements with companies that provide us with services. We
reserve the right to create and issue a number of series of shares, or funds,
which are separately managed and have different investment objectives. Each Fund
has the right to invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as such Fund, although the management of
each Fund currently has no intention to do so. Each share of each Fund has equal
dividend, redemption and liquidation rights and when issued is fully paid and
nonassessable. On any matter submitted to the shareholders, the holder of each
Fund share is entitled to one vote per share regardless of the net asset value
thereof (with proportionate voting for fractional shares). Shareholders of a
Fund are not entitled to vote on any matter which does not affect their Fund but
which requires a separate vote of another Fund.

Under each Trust's Master Trust Agreement, no annual or regular meeting of
shareholders is required. Thus, there will ordinarily be no shareholder meetings
unless required by the Investment Company Act of 1940. The shareholders of each
Trust elected a Board of Trustees at a meeting held on December 16, 1996.
Thereafter, the Trustees are a self-perpetuating body until fewer than 50% of
the Trustees serving as such are Trustees who were elected by shareholders. At
that time, another meeting of shareholders will be called to elect Trustees.
Under each Trust's Master Trust Agreement, any Trustee may be removed by vote of
two-thirds of the outstanding Trust shares and holders of ten percent or more of
the outstanding shares of each Trust can require Trustees to call a meeting of
shareholders for purposes of voting on the removal of one or more Trustees.
Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as "partners" for its obligations.
However, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust itself was
unable to meet its obligations, a possibility which the Adviser believes is
remote. Although each Trust is offering for sale only its own shares and is not
participating in the sale of shares of the other Trust, the Trusts have been
informed that it is the position of the staff of the Securities and Exchange
Commission that it is possible that a Trust is liable for any misstatements in
this Prospectus concerning the other Trust.

OUR MANAGEMENT

The Boards of Trustees and officers provide broad supervision over the
affairs of the Funds.

ADVISER

The Funds' Adviser, Freedom Capital Management Corporation, One Beacon
Street, Boston, Massachusetts, provides each Fund with overall investment
advisory and administrative services, as well as general office facilities
pursuant to advisory agreements (the "Advisory Agreements"). As compensation for
its services, under the Advisory Agreements the Adviser receives from each Fund
a fee computed and paid monthly based upon the average daily net asset value of
the Fund, at the annual rate of one-half of one percent (0.50%) on the first
$500 million of average net assets and forty-five hundredths of one percent
(0.45%) on average daily net assets in excess of that amount.

Expenses not expressly assumed by the Adviser under the Advisory Agreements
are paid by each Fund. These include, but are not limited to, taxes, legal,
transfer agent, custodian and auditing fees and printing and other expenses
relating to each Fund's operations. Total expenses for each such Fund

15
<PAGE> 52

for the year ended December 31, 1997, reflected as an annualized percentage of
each Fund's average net assets were as follows: 0.69% for the Cash Management
Fund, 0.65% for the Government Securities Fund and 0.64% for the Tax Exempt
Money Fund. From time to time in the past, the Adviser has waived some or all of
its advisory fees due from the Tax Exempt Money Fund.

The Adviser is an indirect, wholly-owned subsidiary of JHFSC Acquisition
Corp., a Delaware Corporation formed in 1996. JHFSC Acquisition Corp. is located
at One Beacon Street, Boston, Massachusetts 02108. JHFSC Acquisition Corp. is
owned by the following persons: Thomas H. Lee Equity Fund III, L.P., a
post-venture stage strategic capital fund located at 75 State Street, Boston,
Massachusetts 02109; SCP Private Equity Partners, L.P., a post-venture stage
strategic capital fund located at 435 Devon Park Drive, Wayne, Pennsylvania
19087; and certain members of management and employees of Freedom Securities
Corporation, which is the direct parent of the Adviser, and certain members of
management and employees of subsidiaries of Freedom Securities Corporation.

Freedom, a registered broker-dealer which acts as a distributor with
respect to the Funds' shares, is a wholly-owned subsidiary of the Adviser and an
indirect subsidiary of JHFSC Acquisition Corp. Tucker Anthony and Sutro, each a
brokerage firm which is a member of the New York Stock Exchange, also act as
distributors with respect to the Funds' shares and are indirect subsidiaries of
JHFSC Acquisition Corp.

SHAREHOLDER SERVICES

ACCOUNT STATEMENTS

You will receive a statement of account each time shares are purchased or
redeemed and a report not less frequently than quarterly from JHSS or monthly
from Tucker Anthony or Sutro, showing the activity in your account.

Shares are maintained by each Fund on its register maintained by JHSS, and
the holders thereof will have the same rights and ownership with respect to such
shares as if certificates had been issued.

EXCHANGE PRIVILEGE

Shares of each Fund may be exchanged for shares of the other Funds
described in this Prospectus. In addition, if you are a resident of the State of
California, shares of the Funds may be exchanged for shares of the Freedom
California Tax Exempt Money Fund, a no-load money market fund investing in high
quality short-term California municipal securities the income of which is exempt
from federal income tax and California personal income tax. You should carefully
review the prospectus describing the Freedom California Tax Exempt Money Fund
prior to making your exchange.

IF YOU HAVE A BROKERAGE ACCOUNT WITH SUTRO OR TUCKER ANTHONY, YOU MUST
PLACE EXCHANGE ORDERS THROUGH YOUR ACCOUNT EXECUTIVE. IF YOU DO NOT HAVE AN
ACCOUNT WITH SUTRO OR TUCKER

16
<PAGE> 53

ANTHONY, YOU MAY MAKE AN EXCHANGE IN WRITING OR BY TELEPHONE. Exchanges of
shares can be made by writing John Hancock Signature Services, Incorporated,
Attention: Freedom Group of Money Funds, Attention: Dealer Services, P.O. Box
9102, Boston, Massachusetts 02205-9102. If you do not have a brokerage account
with Sutro or Tucker Anthony, you also have the automatic privilege of
exchanging your shares by telephone. To place a telephone exchange request, call
JHSS at (800) 257-3336. JHSS employs the following procedures to confirm that
instructions received by telephone are genuine. Your name, the account number,
taxpayer identification number applicable to the account and other relevant
information may be requested. Telephone instructions are recorded. If reasonable
procedures, such as those described above, are not followed, the Funds may be
liable for any loss due to unauthorized or fraudulent instructions. In all other
cases, neither the Funds nor JHSS will be liable for any loss or expense for
acting upon telephone instructions made in accordance with the telephone
transaction procedures described above. During times of drastic economic or
market conditions, the telephone exchange privilege may be difficult to
implement because of busy telephone lines. In such times, you may prefer to
submit your exchange requests by express mail c/o the Fund(s) to: John Hancock
Signature Services, Incorporated, 101 Huntington Avenue, Attention: Dealer
Services, Boston, MA 02205-9102, Attention: Freedom Group of Money Funds.
Telephone and written exchange requests must be received by 4:00 p.m. New York
time on a Fund business day to be effective that day. An exchange can be made
only between accounts that are registered in the same name. The Funds reserve
the right to reject any exchange request and to modify or terminate the exchange
privilege at any time upon sixty (60) days' notice to shareholders. You should
carefully review the part of this Prospectus describing the Fund into which your
exchange is being made prior to making your exchange.

BANK INVESTING PLAN AND SYSTEMATIC WITHDRAWAL PLAN

Please call (800) 257-3336 for more information concerning these plans.

RETIREMENT PLANS (Cash Management Fund and Government Securities Fund only)

Taxes on current income may be deferred if an investor qualifies for
certain types of retirement programs. For the convenience of the investor,
prototype plans are made available by your investment executive for eligible
persons to establish Keogh plans, IRA plans and Simplified Employee Pension
plans (SEP/IRA). Other investors interested in any of such plans may obtain
additional information from JHSS at (800) 257-3336.

ADDITIONAL INFORMATION

QUESTIONS ABOUT THE FUNDS

For further information about the Funds, please contact your Tucker Anthony
or Sutro account executive or call JHSS toll free at (800) 257-3336.

TRANSFER AGENT, CUSTODIAN AND SHAREHOLDER SERVICES

John Hancock Signature Services, Incorporated. ("JHSS") acts as transfer
and shareholder services agent for the Funds. JHSS is an indirect, wholly-owned
subsidiary of John Hancock Mutual

17
<PAGE> 54

Life Insurance Company. State Street Bank and Trust Company holds all cash and
securities of the Funds as their custodian.

Freedom Services Corporation ("FSC"), under the terms of a Service
Agreement with the Funds, provides many of the shareholder services (such as
providing monthly account statements and processing purchase and sale orders)
for shareholders who hold shares of the Funds through their brokerage accounts.
FSC receives from each of the Funds a fee of $10.50 per account in payment for
the shareholder services it provides. Transfer agent charges from JHSS are
reduced for those shareholder accounts that are held through a brokerage account
with FSC.

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110 acts
as the independent accountants for the Funds.

The financial statements of Freedom Cash Management Fund, Freedom
Government Securities Fund and Freedom Tax Exempt Money Fund for the year ended
December 31, 1997 appear on pages 19 through 35.

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

This Prospectus does not contain all the information included in the
Registration Statements filed with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to the securities offered hereby,
certain portions of which have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The Registration
Statements including the exhibits filed therewith may be examined at the office
of the Securities and Exchange Commission in Washington, D.C.

Statements contained in this Prospectus as to the contents of any contract
or other document referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statements of which this Prospectus forms a
part, each such statement being qualified in all respects by such reference.

18
<PAGE> 55

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
FREEDOM CASH MANAGEMENT FUND
FREEDOM GOVERNMENT SECURITIES FUND
FREEDOM TAX EXEMPT MONEY FUND

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of operations
and of changes in net assets and the financial highlights appearing on page 3 of
the Prospectus present fairly, in all material respects, the financial position
of Freedom Cash Management Fund and Freedom Government Securities Fund, (each a
series of Freedom Mutual Fund) and Freedom Tax Exempt Money Fund (a series of
Freedom Group of Tax Exempt Funds) (the "Funds") at December 31, 1997, the
results of each of their operations, the changes in their net assets and the
financial highlights for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Funds' management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1997 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.

PRICE WATERHOUSE LLP
Boston, Massachusetts

January 30, 1998

<PAGE> 56

FREEDOM MUTUAL FUND
FREEDOM GROUP OF TAX EXEMPT FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1997

<TABLE>
<CAPTION>
FREEDOM FREEDOM FREEDOM
CASH GOVERNMENT TAX EXEMPT
MANAGEMENT SECURITIES MONEY
FUND FUND FUND
-------------- ------------ ------------
<S> <C> <C> <C>
ASSETS
Investments, at amortized cost............................................. $1,731,020,724 $359,795,604 $286,451,060
Cash....................................................................... 608,927 75,879 8,731
Receivable for Fund shares sold............................................ 26,025,919 11,077,101 3,679,244
Interest receivable........................................................ 457,523 282,106 1,653,570
Prepaid expenses........................................................... 67,066 12,740 11,152
Other assets............................................................... 65,871 18,473 21,495
-------------- ------------ ------------
TOTAL ASSETS............................................................... 1,758,246,030 371,261,903 291,825,252
-------------- ------------ ------------
LIABILITIES
Payable for Fund shares redeemed........................................... 10,059,275 616,003 1,690,626
Dividends payable.......................................................... 252,996 49,447 26,929
Accrued expenses:
Investment adviser's fee............................................... 690,925 155,007 129,964
Transfer agent and shareholder servicing fee........................... 263,425 26,374 25,247
Custodian fees......................................................... 31,889 9,146 587
Trustees' fee.......................................................... 582 3,279 1,330
Other.................................................................. 110,234 44,443 46,087
-------------- ------------ ------------
TOTAL LIABILITIES.......................................................... 11,409,326 903,699 1,920,770
-------------- ------------ ------------
NET ASSETS.................................................................... $1,746,836,704 $370,358,204 $289,904,482
============== ============ ============
NET ASSETS CONSIST OF:
Capital paid in............................................................ $1,746,992,586 $370,357,295 $289,887,113
Accumulated net realized gain (loss)....................................... (155,882) 909 17,369
-------------- ------------ ------------
$1,746,836,704 $370,358,204 $289,904,482
============== ============ ============
SHARES ISSUED AND OUTSTANDING (UNLIMITED SHARES AUTHORIZED)................... 1,746,992,586 370,357,295 289,887,113
-------------- ------------ ------------
NET ASSET VALUE PER SHARE..................................................... $ 1.00 $ 1.00 $ 1.00
============== ============ ============
</TABLE>

See Notes to Financial Statements.

20
<PAGE> 57

FREEDOM MUTUAL FUND
FREEDOM GROUP OF TAX EXEMPT FUNDS
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
FREEDOM FREEDOM FREEDOM
CASH GOVERNMENT TAX EXEMPT
MANAGEMENT SECURITIES MONEY
FUND FUND FUND
----------- ----------- -----------
<S> <C> <C> <C>
INTEREST INCOME.................................................................... $93,583,936 $17,647,477 $10,321,047
----------- ----------- -----------
EXPENSES
Investment adviser's fee........................................................ 7,749,372 1,603,441 1,416,138
Transfer agent & shareholder services........................................... 2,921,680 242,500 188,465
Custodian....................................................................... 293,035 61,558 72,357
Compensation of Trustees........................................................ 52,160 17,430 14,290
Audit........................................................................... 37,690 10,950 31,125
Legal........................................................................... 54,750 10,540 36,295
Printing, postage and stationery................................................ 139,650 51,325 47,910
Membership dues................................................................. 66,240 14,316 12,882
Registration expense............................................................ 172,240 46,500 41,150
Insurance expense............................................................... 56,130 10,995 10,259
Other........................................................................... 5,300 1,825 --
---------- ----------- -----------
TOTAL EXPENSES.................................................................. 11,548,247 2,071,380 1,870,871
---------- ----------- -----------
LESS EXPENSE REDUCTIONS......................................................... -- -- (50,517)
---------- ----------- -----------
NET EXPENSES.................................................................... 11,548,247 2,071,380 1,820,354
---------- ----------- -----------
NET INVESTMENT INCOME.............................................................. 82,035,689 15,576,097 8,500,693
---------- ----------- -----------
NET REALIZED GAIN (LOSS) ON INVESTMENTS............................................ (4,832) (5,428) 9,609
----------- ----------- -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................... $82,030,857 $15,570,669 $ 8,510,302
=========== =========== ===========
</TABLE>

See Notes to Financial Statements.

21
<PAGE> 58

FREEDOM MUTUAL FUND
FREEDOM GROUP OF TAX EXEMPT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FREEDOM FREEDOM FREEDOM
CASH MANAGEMENT FUND GOVERNMENT SECURITIES FUND TAX EXEMPT MONEY FUND
--------------------------------- --------------------------------- ---------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996 1997 1996
--------------- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS FROM
OPERATIONS:
Net investment
income............ 82,035,689 $ 71,363,421 $ 15,576,097 $ 14,463,300 $ 8,500,693 $ 8,093,896
Net realized gain
(loss) from
investments....... (4,832) (3,685) (5,428) 52 9,609 --
--------------- --------------- --------------- --------------- --------------- ---------------
Net increase in net
assets resulting
from operations... 82,030,857 71,359,736 15,570,669 14,463,352 8,510,302 8,093,896
DIVIDENDS TO
SHAREHOLDERS......... (82,035,689) (71,363,421) (15,576,097) (14,463,300) (8,500,693) (8,093,896)
--------------- --------------- --------------- --------------- --------------- ---------------
(4,832) (3,685) (5,428) 52 9,609 --
--------------- --------------- --------------- --------------- --------------- ---------------
CAPITAL SHARE TRANSACTIONS:
(At Net Asset Value
of $1 per share)
Proceeds from sale
of shares......... 6,067,062,337 5,556,198,753 1,063,295,849 1,060,548,970 1,124,077,515 1,066,733,465
Net asset value of
shares issued to
shareholders in
reinvestment of
dividends......... 79,934,035 69,100,632 15,263,922 13,800,298 8,269,139 7,489,562
Cost of shares
redeemed.......... (6,037,440,505) (5,334,634,861) (1,018,134,261) (1,081,811,460) (1,105,540,880) (1,085,210,380)
--------------- --------------- --------------- --------------- --------------- ---------------
Net increase
(decrease) from
capital share
transactions.... 109,555,867 290,664,524 60,425,510 (7,462,192) 26,805,774 (10,987,353)
--------------- --------------- --------------- --------------- --------------- ---------------
Net increase
(decrease) in net
assets............ 109,551,035 290,660,839 60,420,082 (7,462,140) 26,815,383 (10,987,353)
NET ASSETS:
Beginning of
year.............. 1,637,285,669 1,346,624,830 309,938,122 317,400,262 263,089,099 274,076,452
--------------- --------------- --------------- --------------- --------------- ---------------
End of year........ $ 1,746,836,704 $ 1,637,285,669 $ 370,358,204 $ 309,938,122 $ 289,904,482 $ 263,089,099
=============== =============== =============== =============== =============== ===============
DIVIDENDS TO
SHAREHOLDERS PER
SHARE................ $ 0.0492 $ 0.0476 $ 0.0485 $ 0.0460 $ 0.0300 $ 0.0283
=============== =============== =============== =============== =============== ===============
</TABLE>

See Notes to Financial Statements.

22
<PAGE> 59

FREEDOM CASH MANAGEMENT FUND

INVESTMENTS AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL MATURITY
AMOUNT RATE DATE VALUE
------- ---- ---- -----
<S> <C> <C> <C>
COMMERCIAL PAPER -- 97.3%
ABBEY NATIONAL BANK
$20,000,000 5.590% 01/22/98 $ 19,934,783
7,400,000 5.600% 01/22/98 7,375,827
37,000,000 5.500% 02/02/98 36,819,111
15,000,000 5.720% 03/02/98 14,857,000
5,000,000 5.530% 03/16/98 4,943,164

AMERICAN EXPRESS CREDIT CORP.
17,000,000 5.510% 02/02/98 16,916,738
10,000,000 5.490% 03/03/98 9,906,975

AMERICAN GENERAL FINANCE CORP.
10,000,000 5.540% 01/12/98 9,983,072
12,000,000 5.650% 01/13/98 11,977,400
6,000,000 5.570% 01/22/98 5,980,505
6,000,000 5.600% 01/22/98 5,980,400
17,000,000 5.700% 01/29/98 16,924,633
15,000,000 5.750% 02/03/98 14,920,937
10,000,000 5.750% 03/03/98 9,902,569

AMERICAN HOME PRODUCTS CORP.
20,000,000 5.570% 01/16/98 19,953,583
25,000,000 5.760% 01/27/98 24,896,000

ASSET SECURITIZATION COOPERATIVE CORP.
2,000,000 5.620% 01/21/98 1,993,756
12,000,000 5.610% 01/29/98 11,947,640
12,000,000 5.900% 01/30/98 11,942,967
20,000,000 5.730% 02/06/98 19,885,400
15,000,000 5.780% 02/18/98 14,884,400
8,500,000 5.670% 02/19/98 8,434,401
10,000,000 5.750% 02/25/98 9,912,153
5,000,000 5.750% 03/19/98 4,938,507

ASSOCIATES CORPORATION OF NORTH AMERICA
20,000,000 5.520% 01/05/98 19,987,733
10,000,000 5.510% 01/15/98 9,978,572
9,500,000 5.710% 01/15/98 9,478,905
6,000,000 5.570% 01/26/98 5,976,792
9,000,000 5.650% 01/27/98 8,963,275
24,000,000 5.590% 01/30/98 23,891,927
4,000,000 5.580% 02/11/98 3,974,580
5,000,000 5.680% 02/15/98 4,966,078

<CAPTION>
PRINCIPAL MATURITY
AMOUNT RATE DATE VALUE
------- ---- ---- -----
<S> <C> <C> <C>
BANK OF NOVA SCOTIA
$30,000,000 5.590% 02/03/98 $ 29,846,275

BEAR STEARNS COMPANIES, INC.
10,000,000 5.630% 01/15/98 9,978,105
25,000,000 5.560% 02/10/98 24,845,555

CAISSE D'AMORTISSEMENT DE LA DETTE SOCIALE
7,000,000 5.600% 02/13/98 6,953,178
29,500,000 5.620% 02/13/98 29,301,973
20,000,000 5.580% 03/23/98 19,748,900

CANADIAN IMPERIAL HOLDINGS INC.
25,000,000 5.540% 01/05/98 24,984,611
15,000,000 5.530% 01/05/98 14,990,783
25,000,000 5.545% 01/07/98 24,976,896
10,000,000 5.530% 01/08/98 9,989,247

CAPITAL ONE FUNDING CORP.
20,266,000 6.000% 01/02/98 20,266,000

CARCO AUTO LOAN MASTER TRUST
50,000,000 5.625% 01/15/98 50,000,000

CHEVRON TRANSPORT CORP.
5,000,000 5.550% 01/07/98 4,995,375
15,000,000 5.700% 02/06/98 14,914,500
10,000,000 5.700% 02/12/98 9,933,500
5,000,000 5.610% 03/04/98 4,951,692

COMMERZBANK U.S. FINANCE INC.
10,000,000 5.630% 01/14/98 10,000,000

COOPERATIVE ASSOCIATION OF TRACTOR DEALERS INC.
8,600,000 5.570% 01/08/98 8,590,686
5,000,000 5.750% 01/09/98 4,993,611
10,600,000 5.570% 01/12/98 10,581,959
4,100,000 5.600% 01/15/98 4,091,071
13,300,000 5.550% 01/16/98 13,269,244
1,600,000 5.720% 01/20/98 1,595,170
1,500,000 5.720% 01/23/98 1,494,757
3,000,000 5.750% 01/23/98 2,989,458
1,971,000 5.720% 02/17/98 1,956,281
</TABLE>

See Notes to Financial Statements.
23
<PAGE> 60

FREEDOM CASH MANAGEMENT FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)
<TABLE>
<CAPTION>
PRINCIPAL MATURITY
AMOUNT RATE DATE VALUE
------- ---- ---- -----
<S> <C> <C> <C>
COMMERCIAL PAPER -- (CONTINUED)
DUN & BRADSTREET CORP.
$21,000,000 5.630% 01/20/98 $ 20,937,601
10,000,000 6.000% 01/21/98 9,966,667
7,000,000 5.570% 01/22/98 6,977,256
6,000,000 5.700% 02/13/98 5,959,150
15,000,000 5.730% 03/09/98 14,840,037
10,000,000 5.730% 03/12/98 9,888,583
9,000,000 5.700% 03/19/98 8,890,275

FORD MOTOR CREDIT CORP.
10,000,000 5.520% 01/06/98 9,992,333
7,000,000 5.720% 01/09/98 6,991,102
40,000,000 5.600% 01/16/98 39,906,667
20,000,000 5.560% 01/21/98 19,938,222
5,000,000 5.540% 01/21/98 4,984,611
5,000,000 5.580% 02/06/98 4,972,100

GENERAL ELECTRIC CAPITAL CORP.
13,000,000 5.500% 01/05/98 12,992,055
10,000,000 5.550% 01/08/98 9,989,208
15,000,000 5.540% 01/14/98 14,969,992
10,000,000 5.500% 01/20/98 9,970,972
5,000,000 5.550% 02/03/98 4,974,563
15,000,000 5.540% 02/12/98 14,903,050
10,000,000 5.580% 02/17/98 9,927,150
10,000,000 5.590% 02/26/98 9,913,044

GLAXO WELLCOME PLC
5,000,000 5.560% 01/20/98 4,985,328
20,000,000 5.590% 01/23/98 19,931,678
7,828,000 5.550% 01/28/98 7,795,416
10,000,000 5.640% 02/17/98 9,926,367
5,400,000 5.750% 02/24/98 5,353,425

GOLDEN PEANUT CO.
6,750,000 5.580% 02/03/98 6,715,474
3,000,000 5.580% 02/05/98 2,983,725
5,000,000 5.570% 02/13/98 4,966,735
12,000,000 5.560% 02/20/98 11,907,333
5,000,000 5.570% 02/20/98 4,961,319
6,000,000 5.550% 02/27/98 5,947,275
4,000,000 5.560% 03/06/98 3,960,462

<CAPTION>
PRINCIPAL MATURITY
AMOUNT RATE DATE VALUE
------- ---- ---- -----
<S> <C> <C> <C>
GOLDEN PEANUT CO. -- (CONTINUED)
$ 3,000,000 5.600% 03/10/98 $ 2,968,267
5,600,000 5.630% 03/17/98 5,534,317
6,000,000 5.630% 03/20/98 5,926,810
9,560,000 5.700% 04/08/98 9,413,174

GOLDMAN SACHS & CO.
7,000,000 5.840% 01/23/98 6,975,018
25,000,000 5.720% 02/12/98 24,833,167
10,000,000 5.700% 03/04/98 9,901,833
15,000,000 5.650% 04/09/98 14,769,292
15,000,000 5.650% 05/11/98 14,693,958
15,000,000 5.650% 05/12/98 14,691,604

HEINZ (H.J.) CO.
5,040,000 5.580% 01/15/98 5,029,063

J.P. MORGAN & CO., INC.
4,002,000 5.570% 01/30/98 3,984,043
10,000,000 5.750% 02/03/98 9,947,292

MERRILL LYNCH & CO.
18,000,000 5.620% 01/09/98 17,977,520
6,000,000 5.530% 01/12/98 5,989,862
10,000,000 5.580% 01/12/98 9,982,950
16,000,000 5.600% 01/26/98 15,937,778
21,000,000 5.560% 02/09/98 20,873,510
10,000,000 5.750% 02/13/98 9,931,319

METLIFE FUNDING, INC.
10,000,000 5.730% 02/06/98 9,942,700
10,000,000 5.680% 02/23/98 9,916,378

MONSANTO CO.
11,800,000 5.540% 01/07/98 11,789,105
10,000,000 5.780% 02/27/98 9,908,483

NEW CENTER ASSET TRUST
15,000,000 5.810% 01/13/98 14,970,950

PITNEY BOWES CREDIT CORP.
4,700,000 5.480% 01/20/98 4,686,407

PROCTER & GAMBLE CO.
25,000,000 5.500% 01/23/98 24,915,972
</TABLE>

See Notes to Financial Statements.
24
<PAGE> 61

FREEDOM CASH MANAGEMENT FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)

<TABLE>
<CAPTION>
PRINCIPAL MATURITY
AMOUNT RATE DATE VALUE
------- ---- ---- -----
<S> <C> <C> <C>
COMMERCIAL PAPER -- (CONTINUED)
PRUDENTIAL FUNDING CORP.
$13,000,000 5.500% 01/06/98 $ 12,990,069
15,000,000 5.510% 01/06/98 14,988,521
10,000,000 5.520% 01/07/98 9,990,800
14,000,000 5.510% 01/08/98 13,985,001
15,000,000 5.540% 01/13/98 14,972,300
4,000,000 5.550% 01/27/98 3,983,967
8,800,000 5.730% 02/11/98 8,742,573

SHEFFIELD RECEIVABLES CORP.
7,000,000 5.610% 01/16/98 6,983,638
25,000,000 5.750% 01/21/98 24,920,139
25,000,000 5.760% 01/23/98 24,912,000
20,000,000 5.800% 02/11/98 19,867,889
10,000,000 5.820% 02/13/98 9,930,483

TECO FINANCE, INC.
17,100,000 5.570% 02/04/98 17,010,045

TORONTO-DOMINION HOLDINGS USA INC.
15,000,000 5.660% 02/19/98 14,884,442

UBS FINANCE (DE) INC.
25,000,000 6.750% 01/02/98 24,995,313

USAA CAPITAL CORP.
9,000,000 5.500% 01/12/98 8,984,875
25,000,000 5.540% 01/14/98 24,949,986
19,000,000 5.680% 01/30/98 18,913,064
15,000,000 5.710% 02/05/98 14,916,729
10,000,000 5.700% 02/26/98 9,911,333
--------------
TOTAL COMMERCIAL PAPER.............. 1,700,311,724
--------------
PRINCIPAL MATURITY
AMOUNT RATE DATE VALUE
------- ---- ---- -----
MUNICIPAL SECURITIES -- 0.6%
MISSISSIPPI BUSINESS FINANCE CORP. TAXABLE
INDUSTRIAL DEVELOPMENT REVENUE BONDS
$10,000,000 5.800% 01/07/98 $ 10,000,000
--------------
</TABLE>

<TABLE>
<CAPTION>
DESCRIPTION
---------------------------
<C> <S> <C>
REPURCHASE AGREEMENT -- 1.2%
20,709,000 Bankers Trust Co. 5.75%
dated 12/31/97 due
1/02/98 with a maturity
value of $20,715,615
(Collateralized by a U.S.
Treasury Note valued at
$20,769,499) 20,709,000
--------------
TOTAL INVESTMENTS -- 99.1%............... 1,731,020,724(a)
Other Assets & Liabilities, 15,815,980
Net -- 0.9%............................
--------------
TOTAL NET ASSETS -- 100.0%............... $1,746,836,704
==============
------------
(a) COST FOR TAX PURPOSES IS THE SAME.
</TABLE>

See Notes to Financial Statements.
25
<PAGE> 62

FREEDOM GOVERNMENT SECURITIES FUND

INVESTMENTS AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL MATURITY
AMOUNT RATE DATE VALUE
- ----------- ------ -------- ------------
<S> <C> <C> <C>
U.S. GOVERNMENT AGENCY ISSUES -- 97.1%
FEDERAL FARM CREDIT BANK DISCOUNT NOTES -- 8.2%
$ 475,000 5.450% 01/07/98 $ 474,569
760,000 5.460% 01/13/98 758,617
200,000 5.480% 01/13/98 199,635
8,200,000 5.480% 01/13/98 8,185,021
5,600,000 5.450% 01/16/98 5,587,283
2,300,000 5.410% 02/04/98 2,288,248
8,500,000 5.590% 02/09/98 8,448,526
375,000 5.450% 02/10/98 372,729
4,000,000 5.600% 02/10/98 3,975,111
------------
TOTAL FEDERAL FARM CREDIT BANK
DISCOUNT NOTES................... 30,289,739
------------
FEDERAL HOME LOAN BANK DISCOUNT NOTES -- 84.9%
25,000,000 5.749% 01/02/98 25,000,000
3,675,000 5.350% 01/06/98 3,672,269
6,800,000 5.340% 01/07/98 6,793,948
7,100,000 5.410% 01/07/98 7,093,598
20,100,000 5.420% 01/07/98 20,081,843
3,900,000 5.490% 01/07/98 3,896,432
9,000,000 5.420% 01/09/98 8,989,160
3,100,000 5.490% 01/12/98 3,094,800
18,625,000 5.530% 01/14/98 18,587,807
2,100,000 5.400% 01/15/98 2,095,590
1,960,000 5.380% 01/16/98 1,955,606
10,000,000 5.430% 01/16/98 9,977,375
5,000,000 5.430% 01/16/98 4,988,688
1,275,000 5.440% 01/20/98 1,271,339
3,250,000 5.570% 01/21/98 3,239,943
2,600,000 5.550% 01/26/98 2,589,979
10,530,000 5.390% 01/28/98 10,487,432
3,500,000 5.400% 01/30/98 3,484,775
2,400,000 5.420% 01/30/98 2,389,521
4,800,000 5.420% 01/30/98 4,779,043
12,000,000 5.470% 01/30/98 11,947,123
15,900,000 5.480% 01/30/98 15,829,810
9,500,000 5.460% 02/04/98 9,451,012

<CAPTION>
PRINCIPAL MATURITY
AMOUNT RATE DATE VALUE
- ----------- ------ -------- ------------
<S> <C> <C> <C>
FEDERAL HOME LOAN BANK DISCOUNT
NOTES -- (CONTINUED)
$ 4,900,000 5.440% 02/05/98 $ 4,874,084
5,000,000 5.470% 02/06/98 4,972,650
1,200,000 5.490% 02/06/98 1,193,412
5,000,000 5.500% 02/12/98 4,967,917
2,650,000 5.400% 02/13/98 2,632,908
12,000,000 5.500% 02/13/98 11,921,167
8,000,000 5.550% 02/13/98 7,946,967
3,500,000 5.420% 02/20/98 3,473,653
10,250,000 5.510% 02/23/98 10,166,853
1,400,000 5.380% 02/25/98 1,388,493
10,000,000 5.540% 02/25/98 9,915,361
11,000,000 5.540% 02/25/98 10,906,897
10,000,000 5.565% 03/04/98 9,904,158
2,840,000 5.390% 03/06/98 2,812,786
14,060,000 5.410% 03/06/98 13,924,774
15,000,000 5.590% 03/25/98 14,806,679
5,200,000 5.400% 05/18/98 5,093,140
12,400,000 5.430% 09/21/98 11,908,102
------------
TOTAL FEDERAL FARM CREDIT BANK
DISCOUNT NOTES................... 314,507,094
------------
FEDERAL HOME LOAN BANK FLOATING RATE
NOTES -- 1.3%(B)
5,000,000 5.899% 11/06/98 4,998,771
------------
TOTAL FEDERAL HOME LOAN BANK
FLOATING RATE NOTES.............. 4,998,771
------------
STUDENT LOAN MARKETING ASSOCIATION NOTES -- 2.7%
10,000,000 5.779% 04/16/98 10,000,000
------------
TOTAL STUDENT LOAN MARKETING
ASSOCIATION NOTES................ 10,000,000
------------
TOTAL U.S. GOVERNMENT AGENCY
ISSUES -- 97.1%.................. 359,795,604(a)
Other Assets & Liabilities
Net -- 2.9%...................... 10,562,600
------------
TOTAL NET ASSETS -- 100.0%......... $370,358,204
============
</TABLE>

- ------------
(a) COST FOR TAX PURPOSES IS THE SAME.

(b)FLOATING RATE SECURITY. RATE SHOWN IS AS OF

DECEMBER 31, 1997.

See Notes to Financial Statements.
26
<PAGE> 63

FREEDOM TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
- ----------- ----------------------------- ------------
<C> <S> <C>
MUNICIPAL SECURITIES -- 98.8%
ALABAMA -- 1.3%
$ 3,800,000 Alabama HFA Series 92A
(AmSouth LOC) 3.70%
1-07-98.................... $ 3,800,000
-----------
ARIZONA -- 6.6%
Apache County IDA (Tucson
Electric & Gas)
13,000,000 (Barclays Bank LOC) 3.70%
1-07-98.................... 13,000,000
2,100,000 (Chemical Bank LOC) 3.70%
1-07-98.................... 2,100,000
1,500,000 Maricopa County PCR
(Barclay's Bank LOC) 3.70%
1-07-98.................... 1,500,000
1,500,000 Mesa Municipal Development
Corp. (West Deutsche
Landesbank LOC) 3.75%
1-22-98.................... 1,500,000
1,000,000 Salt River Agricultural
Improvement & Power
District (Escrowed in U.S.
Government Securities)
7.875% 1-02-98............. 1,020,000
-----------
19,120,000
-----------
ARKANSAS -- 2.6%
7,600,000 Arkansas Development Finance
Authority (Citibank LOC)
4.15% 1-08-98.............. 7,600,000
-----------
CALIFORNIA -- 3.1%
2,000,000 California Higher Education
Loan Authority (National
Westminster LOC) 3.95%
5-01-98.................... 2,000,000
3,000,000 Los Angeles County TRANS
4.50% 6-30-98.............. 3,009,257
1,900,000 Los Angeles Regional Airport
Commission (Societe
Generale LOC) 5.00%
1-02-98.................... 1,900,000
2,000,000 Riverside County TRANS 4.50%
6-30-98.................... 2,005,212
-----------
8,914,469
-----------

<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
-----------
<C> <S> <C>
COLORADO -- 0.9%
$ 1,000,000 Colorado Health Facilities
Authority (MBIA/Credit
Suisse) 4.15% 1-08-98...... $ 1,000,000
1,575,000 Colorado HFA (MBIA/ Rabobank)
4.15% 1-08-98.............. 1,575,000
-----------
2,575,000
-----------
DELAWARE -- 0.7%
2,000,000 Delaware Economic Development
Authority (MBIA/Morgan
Stanley) 3.65% 1-07-98..... 2,000,000
-----------
DISTRICT OF COLUMBIA -- 0.7%
2,000,000 Washington D.C. TRANS (Union
Bank of Switzerland/Morgan
Guaranty LOC) 4.50%
9-30-98.................... 2,009,027
-----------
FLORIDA -- 1.8%
5,065,000 Putnam County PCR (Seminole
Electric) (NRUCFC) 3.60%
6-15-98.................... 5,065,000
-----------
GEORGIA -- 5.0%
3,250,000 Burke County PCR (Oglethorpe
Power) (AMBAC) 3.80%
5-28-98.................... 3,250,000
2,190,000 Fulton County TANS (YMCA
Project) (Wachovia LOC)
3.70% 1-07-98.............. 2,190,000
1,000,000 Georgia Municipal Electric
Authority (Credit Suisse/
Morgan Guaranty) 3.65%
1-07-98.................... 1,000,000
4,000,000 Georgia Municipal Gas
Authority (Wachovia/ Morgan
Guaranty/Bank of
America/Landesbank Hessen
Thuringen/ Bayerische
Landesbank Girozentrale
LOC) 4.15% 1-07-98......... 4,000,000
</TABLE>

See Notes to Financial Statements.

27
<PAGE> 64

FREEDOM TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
- ----------- ----------- -----------
<C> <S> <C>
MUNICIPAL SECURITIES -- (CONTINUED)
GEORGIA -- (CONTINUED)
$ 4,100,000 Savannah Port Authority IDA
(Pier 1 Imports) (National
Westminster LOC) 3.75%
1-07-98.................... $ 4,100,000
-----------
14,540,000
-----------
IDAHO -- 0.5%
1,500,000 Idaho TANS Series 96 4.625%
6-30-98.................... 1,505,304
-----------
ILLINOIS -- 10.4%
Chicago O'Hare International
Airport
6,200,000 Series 84A (Societe
Generale LOC) 3.70%
1-07-98.................... 6,200,000
3,500,000 Series 84B (Societe
Generale LOC) 3.70%
1-07-98.................... 3,500,000
Illinois Development Finance
Authority
4,300,000 (Aurora Central Catholic
H.S.) (Northern Trust LOC)
4.00% 1-07-98.............. 4,300,000
2,000,000 (Comm. Ed.) (AMBAC/ Morgan
Guaranty) 3.70% 1-02-98.... 2,000,000
1,000,000 (Illinois Power Co.)
(Canadian Imperial Bank of
Canada LOC) 3.70% 1-07-98.. 1,000,000
1,000,000 (Lake Forest Academy)
(Northern Trust LOC) 4.00%
1-07-98.................... 1,000,000
3,000,000 (Presbyterian Homes)
(LaSalle National Bank LOC)
4.00% 1-07-98.............. 3,000,000
Illinois Health Facilities
Authority
1,645,000 (Alexis Brothers) (MBIA/
Morgan Guaranty) 3.75%
1-29-98.................... 1,645,000
2,520,000 (Alexis Brothers) (MBIA/
Morgan Guaranty) 3.75%
2-11-98.................... 2,520,000

<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
- ----------- ----------- -----------
<C> <S> <C>
ILLINOIS -- (CONTINUED)
$ 5,000,000 Lisle Health Facilities
Authority (FNMA) 3.70%
1-07-98.................... $ 5,000,000
-----------
30,165,000
-----------
INDIANA -- 1.8%
2,800,000 Indiana HEFA (Deaconess
Hospital) (FNB-Chicago LOC)
3.70% 1-07-98.............. 2,800,000
1,500,000 Indianapolis MFHA (Canal
Square Proj.) (Societe
Generale LOC) 3.70%
1-07-98.................... 1,500,000
1,000,000 Whiting Economic Development
Revenue (Amoco) 3.80%
2-15-98.................... 1,000,000
-----------
5,300,000
-----------
KENTUCKY -- 0.6%
1,700,000 Kentucky Infrastructure
Authority (PNC Bank LOC)
3.75% 1-07-98.............. 1,700,000
-----------
LOUISIANA -- 6.6%
4,200,000 Ascension Parish IDA (Borden
Project) (Credit Suisse
LOC) 3.70% 1-07-98......... 4,200,000
400,000 East Baton Rouge IDA (Georgia
Pacific) (Toronto Dominion
LOC) 4.15% 1-08-98......... 400,000
1,100,000 Lake Charles Harbor &
Terminal District (Canadian
Imperial Bank of Commerce
LOC) 3.70% 1-07-98......... 1,100,000
2,100,000 Louisiana Public Facility
Authority (Swiss Bank LOC)
3.65% 1-07-98.............. 2,100,000
</TABLE>

See Notes to Financial Statements.

28
<PAGE> 65

FREEDOM TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
- ----------- ----------- -----------
<C> <S> <C>
MUNICIPAL SECURITIES -- (CONTINUED)
LOUISIANA -- (CONTINUED)
Plaquemines Port Harbor &
Terminal Authority
$ 3,700,000 (Tampa Electric Co. Finance
Corp.) 3.75% 2-06-98....... $ 3,700,000
1,000,000 (Tampa Electric Co. Finance
Corp.) 3.75% 2-09-98....... 1,000,000
4,450,000 (Tampa Electric Co. Finance
Corp.) 3.75% 2-23-98....... 4,450,000
2,000,000 Plaquemines Port Harbor &
Terminal Authority Series B
(Morgan Guaranty LOC) 3.75%
3-15-98.................... 2,000,000
-----------
18,950,000
-----------
MAINE -- 1.4%
4,035,000 Maine HEFA (Bowdoin College)
(State Street Bank LOC)
3.70% 1-07-98.............. 4,035,000
-----------
MARYLAND -- 0.4%
1,100,000 Maryland HEFA (Pooled Loan
Program) (FNB-Chicago LOC)
3.70% 1-07-98.............. 1,100,000
-----------
MASSACHUSETTS -- 2.0%
5,800,000 Massachusetts Bay Transit
Authority (State Street
Bank LOC) 3.75% 3-01-98.... 5,800,000
-----------
MICHIGAN -- 2.5%
1,200,000 Delta County Economic
Development Corp. (United
Bank of Switzerland LOC)
3.65% 1-16-98.............. 1,200,000
1,000,000 Ingham Economic Development
Corp. (National Australia
Bank LOC) 4.00% 1-07-98.... 1,000,000
1,100,000 Michigan Strategic Fund (Dow
Chemical) 3.75% 1-12-98.... 1,100,000
3,000,000 Michigan State 4.50%
9-30-98.................... 3,015,812
1,000,000 Pontiac (AMBAC) 4.15%
6-01-98.................... 1,001,413
-----------
7,317,225
-----------

<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
--------- ----------- -----------
<C> <S> <C>
MINNESOTA -- 0.7%
$ 1,000,000 Duluth PCR (Lake Superior
Paper Industries) (Wachovia
Bank LOC) 4.15% 1-08-98.... $ 1,000,000
1,000,000 Southern Minnesota Municipal
Power Agency (Escrowed in
U.S. Government Securities)
8.00% 1-02-98.............. 1,020,000
-----------
2,020,000
-----------
MISSOURI -- 3.0%
1,300,000 Columbia (Insurance Reserve
Bonds) (Toronto Dominion
LOC) 3.70% 1-07-98......... 1,300,000
Missouri Environmental
Improvement Bonds (United
Bank of Switzerland LOC)
3,000,000 3.80% 1-14-98.............. 3,000,000
2,000,000 3.70% 1-27-98.............. 2,000,000
2,500,000 Missouri HEFA (SSM Health
Care Project) (MBIA/Credit
Suisse) 3.70% 1-07-98...... 2,500,000
-----------
8,800,000
-----------
NEW HAMPSHIRE -- 1.2%
2,100,000 New Hampshire Business
Finance Authority (CT Light
& Power) Series 92A
(Canadian Imperial Bank of
Commerce LOC) 3.70%
1-07-98.................... 2,100,000
1,300,000 New Hampshire HEFA (Mary
Hitchcock Hospital) (FGIC/
Chemical Bank) 3.65%
1-07-98.................... 1,300,000
-----------
3,400,000
-----------
NEW MEXICO -- 2.4%
4,000,000 Farmington PCR (El Paso
Electric) (Barclays Bank
LOC) 3.70% 1-07-98......... 4,000,000
3,000,000 New Mexico TRANS 4.50%
6-30-98.................... 3,009,571
-----------
7,009,571
-----------
</TABLE>

See Notes to Financial Statements.

29
<PAGE> 66

FREEDOM TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
- ----------- ----------- -----------
<C> <S> <C>
MUNICIPAL SECURITIES -- (CONTINUED)
NEW YORK -- 6.6%
$ 2,500,000 Municipal Assistance Corp. of
New York (Landesbank Hessen
LOC) 3.65% 3-11-98......... $ 2,500,000
9,000,000 Municipal Assistance Corp. of
New York (WestDeutsche
Landesbank LOC) 3.55%
1-07-98.................... 9,000,000
2,500,000 New York City Housing
Development Corp. (Columbus
Green) (FNMA) 3.55%
1-07-98.................... 2,500,000
3,000,000 New York Energy Research &
Development Authority (J.P.
Morgan LOC) 3.65%
3-15-98.................... 3,000,000
2,000,000 New York Energy Research &
Development Authority
(United Bank of Switzerland
LOC) 3.80% 12-01-98........ 2,000,000
-----------
19,000,000
-----------
NORTH CAROLINA -- 8.3%
North Carolina Eastern
Municipal Power (Canadian
Imperial Bank of Commerce
LOC)
1,500,000 3.75% 1-08-98.............. 1,500,000
1,000,000 3.80% 1-15-98.............. 1,000,000
1,000,000 3.60% 3-06-98.............. 1,000,000
1,950,000 North Carolina Eastern
Municipal Power (Morgan
Guaranty/United Bank of
Switzerland LOC) 3.65%
4-09-98.................... 1,950,000
North Carolina Educational
Facilities (Bowman Gray
Medical School) (Wachovia
Bank LOC)
4,700,000 3.70% 1-07-98.............. 4,700,000
3,000,000 4.05% 1-08-98.............. 3,000,000
2,200,000 North Carolina Educational
Facilities (Elon College)
(Nationsbank LOC) 3.70%
1-07-98.................... 2,200,000

<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
- ----------- ----------- -----------
<C> <S> <C>
NORTH CAROLINA -- (CONTINUED)
$ 4,800,000 North Carolina Educational
Facilities (Moses Cone
Hospital) (Wachovia Bank
LOC) 4.15% 1-08-98......... $ 4,800,000
North Carolina Municipal
Power Agency (Catawba
Electric) (Morgan Guaranty/
United Bank of Switzerland
LOC)
2,000,000 3.70% 2-13-98.............. 2,000,000
2,000,000 3.65% 3-09-98.............. 2,000,000
-----------
24,150,000
-----------
OHIO -- 2.6%
5,000,000 Cincinnati Student Loan
Funding Corp. (Bank of
America LOC) 3.70%
12-29-98................... 5,000,000
2,500,000 Franklin County Hospital
Revenue Bonds (U.S. Health
Corp.) (Morgan Guaranty
LOC) 4.20% 1-08-98......... 2,500,000
-----------
7,500,000
-----------
PENNSYLVANIA -- 1.1%
1,000,000 Bethlehem Area School
District (Escrowed in U.S.
Government Securities)
4.20% 9-01-98.............. 1,002,879
2,300,000 Pennsylvania HEFA (Allegheny
Delaware Valley) (PNC Bank
LOC) 3.65% 1-07-98......... 2,300,000
-----------
3,302,879
-----------
RHODE ISLAND -- 0.3%
1,000,000 Rhode Island Port Authority
(Newport Electric)
(Canadian Imperial Bank of
Commerce LOC) 3.70%
1-07-98.................... 1,000,000
-----------
</TABLE>

See Notes to Financial Statements.

30
<PAGE> 67

FREEDOM TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
- ----------- ----------- -----------
<C> <S> <C>
MUNICIPAL SECURITIES -- (CONTINUED)
SOUTH CAROLINA -- 4.0%
$ 3,300,000 Piedmont Municipal Power
Agency (Credit Suisse LOC)
3.73% 1-07-98.............. $ 3,300,000
1,600,000 South Carolina Economic
Development (Franciscan
Health System) (Chemical
Bank LOC) 5.00% 1-02-98.... 1,600,000
1,945,000 York County (North Carolina
Electric) (NRUCFC) 3.70%
3-15-98.................... 1,944,601
4,695,000 York County (Saluda River
Project) (NRUCFC) Series E1
3.65% 2-15-98.............. 4,695,000
-----------
11,539,601
-----------
TENNESSEE -- 0.3%
1,000,000 Metropolitan Government of
Nashville & Davidson County
(Vanderbuilt University)
3.65% 1-15-98.............. 1,000,000
-----------
TEXAS -- 9.5%
2,650,000 Austin County IDA (Justin
Industries Inc.) (Citibank
LOC) 3.70% 1-07-98......... 2,650,000
Austin Utilities System
Revenue (Morgan Guaranty
LOC)
2,000,000 3.70% 1-20-98.............. 2,000,000
3,000,000 3.70% 2-19-98.............. 3,000,000
1,100,000 Denton Independent School
District (Texas Permanent
School Fund Guaranty) 3.90%
8-15-98.................... 1,100,000
1,000,000 Grapevine IDA (J.P. Morgan
LOC) 5.00% 1-02-98......... 1,000,000
3,000,000 Harris County Public Finance
Authority (Credit Suisse
LOC) 3.65% 2-26-98......... 3,000,000
2,200,000 Lower Neches Valley Authority
PCR (Chevron) 3.75%
2-15-98.................... 2,200,000
3,500,000 Lower Neches Valley Authority
PCR (Mobil Oil) 3.70%
1-07-98.................... 3,500,000

<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
--------- ----------- -----------
<C> <S> <C>
TEXAS -- (CONTINUED)
$ 1,000,000 Northside Independent School
District (Texas Permanent
School Fund Guaranty) 6.50%
2-15-98.................... $ 1,003,479
1,000,000 Richardson Independent School
District (Texas Permanent
School Fund Guaranty/United
Bank of Switzerland LOC)
4.20% 1-08-98.............. 1,000,000
Texas TRANS
7,000,000 4.75% 8-31-98.............. 7,042,560
-----------
27,496,039
-----------
UTAH -- 6.1%
2,500,000 Intermountain Power Agency
(Bank of America LOC) 3.75%
1-08-98.................... 2,500,000
5,500,000 Intermountain Power Agency
(Swiss Bank LOC) 3.75%
3-16-98.................... 5,500,000
7,700,000 State Board of Regents
Student Loan Revenue Series
88B (AMBAC/Dresdner) 3.65%
1-07-98.................... 7,700,000
2,000,000 Utah Environmental
Improvement Authority (USX
Corp.) (Wachovia Bank LOC)
3.75% 1-15-98.............. 2,000,000
-----------
17,700,000
-----------
VIRGINIA -- 2.4%
3,900,000 Hampton Roads Regional Jail
Authority (Wachovia Bank
LOC) 3.70% 1-07-98......... 3,900,000
2,000,000 Harrisonburg Virginia
Redevelopment and Housing
Revenue Bonds (Misty Ridge
Project) (BancOne LOC)
4.10% 1-08-98.............. 2,000,000
1,000,000 Virginia Transportation Board
(Escrowed in U.S.
Government Securities)
7.80% 3-01-98.............. 1,026,159
-----------
6,926,159
-----------
</TABLE>

See Notes to Financial Statements.

31
<PAGE> 68

FREEDOM TAX EXEMPT MONEY FUND

INVESTMENTS AS OF DECEMBER 31, 1997 -- (CONTINUED)

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT DESCRIPTION VALUE
- ----------- ----------------------------- ------------
<C> <S> <C>
MUNICIPAL SECURITIES -- (CONTINUED)
WASHINGTON -- 1.1%
$ 3,100,000 Seattle Water System Revenue
Bonds (Bayerische
Landesbank LOC) 3.70%
1-07-98.................... $ 3,100,000
------------
WISCONSIN -- 0.3%
1,000,000 Wisconsin (Escrowed in U.S.
Government Securities)
7.10% 5-01-98.............. 1,010,786
------------
TOTAL INVESTMENTS -- 98.8%................. 286,451,060(a)
Other Assets & Liabilities, Net -- 1.2%.... 3,453,422
------------
TOTAL NET ASSETS -- 100.0%................. $289,904,482
============
</TABLE>

Legend:
HEFA -- Health Education Finance Authority
HFA -- Housing Finance Authority
IDA -- Industrial Development Authority
LOC -- Letter of Credit
MFHA -- Multi-Family Housing Authority
NRUCFC -- National Rural Utilities Cooperative Finance Corp.
PCR -- Pollution Control Revenue
TANS -- Tax Anticipation Notes
TRANS -- Tax & Revenue Anticipation Notes

Insurance Abbreviations:
AMBAC -- American Municipal Bond Assurance Corporation
FGIC -- Financial Guaranty Insurance Corporation
FNMA -- Federal National Mortgage Association
MBIA -- Municipal Bond Investors Assurance

Maturity dates for many bonds and notes represent the next scheduled date at
which the interest rate may be adjusted or a "demand" or "put" feature may be
exercised.

- ------------
(a) Cost for tax purposes is the same.

See Notes to Financial Statements.

32
<PAGE> 69

FREEDOM MUTUAL FUND

FREEDOM GROUP OF TAX EXEMPT FUNDS

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ACCOUNTING POLICIES. Freedom Mutual Fund and Freedom Group of Tax
Exempt Funds (the "Trusts") are Massachusetts business trusts registered under
the Investment Company Act of 1940, as amended, as open-end management
companies. The Agreements and Declarations of Trust permit the issuance of an
unlimited number of shares of beneficial interest in separate series, with
shares of each series representing interests in a separate portfolio of assets
and operating as a separate distinct fund (a "Fund"). The Freedom Mutual Fund
consists of the Freedom Cash Management Fund and the Freedom Government
Securities Fund. The Freedom Group of Tax Exempt Funds consists of the Freedom
Tax Exempt Money Fund and the Freedom California Tax Exempt Money Fund. The
financial statements of the Freedom California Tax Exempt Money Fund are
included in a separate annual report for that Fund.

The following is a summary of significant accounting policies followed by
the Trusts in the preparation of their financial statements. The policies are in
conformity with generally accepted accounting principles. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

Security Valuation and Transactions. Each Trust values its portfolio
securities utilizing the amortized cost valuation method. This method involves
valuing a portfolio security at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium. Cost is determined and
gains and losses are based upon the specific identification method for both
financial statement and federal income tax purposes. Investment securities
transactions are accounted for on the date the securities are purchased or sold.

Expenses. The majority of the expenses of each Trust are directly
identifiable to an individual Fund. Expenses which are not readily identifiable
as belonging to a specific Fund are allocated in such a manner as deemed
equitable by the Trustees, taking into consideration, among other things, the
nature and type of expense and the relative sizes of the Funds.

Trustees' fees of $6,000 per Trust, per year, plus $250 per meeting of the
Board of Trustees and $350 per meeting of any committee thereof, are paid to
each Trustee who is not an interested person of the Trusts. No remuneration is
paid by either Trust to any Trustee or officer of that Trust who is affiliated
with Freedom Capital Management Corporation, the Trusts' advisor.

The Trusts have entered into an insurance agreement with ICI Mutual
Insurance Company under which each Trust pays both an annual insurance premium
and a one-time reserve premium, and is committed to provide additional funds of
up to 300% of its initial annual premium if and when called upon.

The Freedom Tax Exempt Money Fund has an agreement with the custodian bank
under which $50,517 of custodian fees have been reduced by balance credits
applied during the year ended

33
<PAGE> 70

FREEDOM MUTUAL FUND

FREEDOM GROUP OF TAX EXEMPT FUNDS

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 1997. If the Fund had not entered into this agreement, the assets
not invested, on which these balance credits were earned, could have produced
taxable income.

Federal Income Tax. It is each Fund's policy to comply with the provisions
of the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its income to its shareholders. It is also the intention of
the Funds to make sufficient distributions to shareholders to avoid imposition
of excise tax on undistributed amounts under the Internal Revenue Code.
Therefore, no federal income or excise tax provision is required.

Other. The custodian takes possession through the federal book-entry
system of securities collateralizing repurchase agreements. Collateral is
marked-to-market daily to ensure that the market value of the underlying assets
remains sufficient to protect the Funds in the event of default by the seller.
In connection with transactions in repurchase agreements, if the seller defaults
and the collateral declines, or if the seller enters an insolvency proceeding,
realization of the collateral by the Fund may be limited or delayed.

The Funds may purchase or sell securities on a when-issued basis. Payment
and delivery may take place more than a week after the date of the transaction.
The price that will be paid for the underlying securities is fixed at the time
the transaction is negotiated.

FCMC, the investment advisor of the Funds, furnishes the Funds with
administration and other services and office facilities in Boston. For these
services and facilities, each Fund pays a monthly fee, computed separately for
each Fund, based upon the average daily net asset value of each Fund, at the
annual rate of one half of one percent (.50%) on the first $500 million of
average daily net assets and forty-five hundredths of one percent (.45%) for
average daily net assets in excess of that amount. The Funds themselves pay no
salaries or compensation to any of their officers.

Tucker Anthony, Sutro and Freedom Distributors Corporation act as
distributors of the Trusts' shares and receive no compensation for such
services. Freedom Services Corp. received reimburse-

34
<PAGE> 71

FREEDOM MUTUAL FUND

FREEDOM GROUP OF TAX EXEMPT FUNDS

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

ments from the Funds for maintaining and servicing certain shareholder accounts
for the year ended December 31, 1997 as follows:

<TABLE>
<CAPTION>
CASH GOVERNMENT TAX
MANAGEMENT SECURITIES EXEMPT MONEY
FUND FUND FUND
---------- ---------- ------------
<S> <C> <C> <C>
$1,461,560 $118,400 $ 91,290
========== ======== ========
</TABLE>

John Hancock Signature Services, Inc. ("JHSS") is transfer agent for the
Funds. JHSS received the following from the Funds for the year ended December
31, 1997:

<TABLE>
<CAPTION>
CASH GOVERNMENT TAX
MANAGEMENT SECURITIES EXEMPT MONEY
FUND FUND FUND
---------- ---------- ------------
<S> <C> <C> <C>
$1,460,120 $124,100 $ 97,175
========== ======== =======
</TABLE>

NOTE 3. Purchases and sales (including maturities) of investments
(excluding repurchase agreements) for the year ended December 31, 1997 were as
follows:

<TABLE>
<CAPTION>
CASH GOVERNMENT TAX
MANAGEMENT SECURITIES EXEMPT MONEY
FUND FUND FUND
--------------- -------------- ------------
<S> <C> <C> <C>
Purchases
U.S. Government........................ -- $2,095,435,012 --
Other.................................. $13,500,433,859 -- $703,103,689
Sales
U.S. Government........................ -- 2,050,731,001 --
Other.................................. 13,459,555,184 -- 670,318,441
</TABLE>

35
<PAGE> 72
NO SALES OR REDEMPTION CHARGES

DISTRIBUTORS

Tucker Anthony Incorporated
One Beacon Street
Boston, Massachusetts 02108

Telephone Toll Free
800-453-8206

Sutro & Co. Incorporated
201 California Street
San Francisco, California 94111

INVESTMENT ADVISER

Freedom Capital Management Corporation
One Beacon Street
Boston, Massachusetts 02108-3105

TRANSFER AND SHAREHOLDER
SERVICES AGENT

John Hancock Signature
Services, Incorporated
P.O. Box 9102
Boston, Massachusetts 02205-9102

Telephone Toll Free
800-257-3336

[logo] FREEDOM
GROUP OF MONEY FUNDS

No person has been authorized to give any information
or to make any representations not contained in this
Prospectus in connection with the offering made by this
Prospectus and, if given or made, such information, or
representations must not be relied upon as having been
authorized by the Funds or their Distributors. This
Prospectus does not constitute an offering by the Funds
or by the Distributors in any jurisdiction in which such
offering may not lawfully be made.

F01APR 0298

FREEDOM GROUP
OF MONEY FUNDS

[GRAPHIC]

FREEDOM
CASH MANAGEMENT
FUND

[BULLET]

FREEDOM
GOVERNMENT
SECURITIES FUND

[BULLET]

FREEDOM
TAX EXEMPT
MONEY FUND

PROSPECTUS - FEBRUARY 27, 1998
ANNUAL REPORT - DECEMBER 31, 1997
<PAGE> 73
STATEMENT OF ADDITIONAL INFORMATION

FREEDOM GROUP OF TAX EXEMPT FUNDS
Freedom California Tax Exempt Money Fund
(The "Fund")

This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Fund's Prospectus dated February 27, 1998, which
may be obtained at no charge from Freedom Distributors Corporation, One Beacon
Street, Boston, Massachusetts 02108. Unless otherwise defined herein,
capitalized terms have the meanings given to them in the Prospectus.

The date of this Statement of Additional Information is February 27,
1998.
<PAGE> 74
<TABLE>
<CAPTION>

TABLE OF CONTENTS

Page
----
<S> <C>
GENERAL INFORMATION...............................................................................................1

INVESTORS FOR WHOM THE FUND IS DESIGNED...........................................................................1

INVESTMENT OBJECTIVES AND POLICIES................................................................................2
Additional Information on California Municipal Securities................................................2
Risk Factors - California Municipal Securities...........................................................4
Special Types of California Municipal Securities.........................................................7
Temporary Taxable and Tax-Exempt Investments.............................................................8
Risk Considerations......................................................................................9

INVESTMENT RESTRICTIONS...........................................................................................9

PORTFOLIO TRANSACTIONS...........................................................................................11

CURRENT YIELD....................................................................................................12

ADDITIONAL INFORMATION ON REDEMPTION.............................................................................12

NET ASSET VALUE..................................................................................................12

ADDITIONAL INFORMATION ON TAXES..................................................................................13

MANAGEMENT OF THE FUND...........................................................................................16

THE INVESTMENT ADVISER...........................................................................................18

DISTRIBUTION OF SHARES OF THE FUND...............................................................................20

CUSTODIAN........................................................................................................20

FINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANTS.................................................................20

INFORMATION ABOUT SECURITIES RATINGS OF NATIONALLY
RECOGNIZED STATISTICAL RATING ORGANIZATIONS ("NRSROs").....................................................21

</TABLE>
<PAGE> 75
GENERAL INFORMATION

Freedom Group of Tax Exempt Funds (the "Trust") is an open-end
management investment company organized as a Massachusetts business trust on
June 1, 1982. The Trust currently has two series, Freedom Tax Exempt Money Fund,
a tax exempt money market fund which is described in a separate prospectus and
statement of additional information, and Freedom California Tax Exempt Money
Fund (the "Fund"). The Fund seeks to obtain as high a rate of current income
exempt from federal and State of California personal income taxes as is
consistent with the preservation of capital and maintenance of liquidity by
investing primarily in high-quality, short-term California Municipal Securities
(as defined in the Prospectus).

The assets received by the Fund from the issue and sale of its shares,
and all income, earnings, profits and proceeds thereof, subject only to the
rights of creditors, constitute the underlying assets of the Fund. The
underlying assets of the Fund are required to be segregated on the books of
account and are to be charged with the expenses in respect to the Fund and with
a share of the general expenses of the Trust. Any general expenses of the Trust
not readily identifiable as belonging to a particular Fund shall be allocated by
or under the direction of the Trustees in such manner as the Trustees determine
to be fair and equitable, taking into consideration, among other things, the
nature and type of expense and the relative sizes of the Funds.

Each share of the Fund has equal dividend, redemption and liquidation
rights with other shares of the Fund and when issued is fully paid and
nonassessable by the Trust. Under the Trust's Master Trust Agreement, no annual
or regular meeting of shareholders is required. Thus, there will ordinarily be
no annual shareholder meetings, unless otherwise required by the Investment
Company Act of 1940 (the "1940 Act"). The Trust called a meeting of shareholders
on December 16, 1996 at which time shareholders elected the Board of Trustees.
Thereafter, the Trustees are a self-perpetuating body until fewer than 50% of
the Trustees serving as such are Trustees who were elected by shareholders. At
that time another meeting of shareholders will be called to elect Trustees. On
any matter submitted to the shareholders for a vote, the holder of each share of
the Fund is entitled to one vote per share (with proportionate voting for
fractional shares) regardless of the relative net asset value thereof. Under the
Master Trust Agreement, any Trustee may be removed by vote of two-thirds of the
outstanding Trust shares, and holders of ten percent or more of the outstanding
shares of the Trust can require Trustees to call a meeting of shareholders for
purposes of voting on the removal of one or more Trustees. The Master Trust
Agreement also provides that if ten or more shareholders who have been such for
at least six months and who hold in the aggregate shares with a net asset value
of at least $25,000 inform the Trustees that they wish to communicate with other
shareholders, the Trustees will either give such shareholders access to the
shareholder lists or inform them of the cost involved if the Trust forwards
materials to the shareholders on their behalf. If the Trustees object to mailing
such materials, they must inform the Securities and Exchange Commission and
thereafter comply with the requirements of the 1940 Act.

Shares do not have cumulative voting rights, which means that in
situations in which shareholders elect Trustees, holders of more than 50% of the
shares voting for the election of Trustees can elect 100% of the Trust's
Trustees, and the holders of less than 50% of the shares voting for the election
of Trustees will not be able to elect any person as a Trustee.

Shares have no preemptive or subscription rights and are fully
transferable. There are no conversion rights.

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Fund is designed for investors who, because of their tax bracket,
would benefit from receiving income exempt from federal and California personal
income taxes. The Fund is not appropriate for retirement plans where income is
already tax-deferred.

The Fund offers the economic advantages of block purchases of
securities and diversification. Securities and instruments of the types in which
the Fund invests are not generally available in denominations of less than
$100,000, and in many cases the minimum denominations are substantially higher.
Typically, higher yields are not available

<PAGE> 76
unless money market instruments are bought directly from issuers in amounts of
$1,000,000 or more. The Fund also offers investors the opportunity to
participate in a more diversified selection of short-term securities than the
size of each investor's own portfolio might otherwise permit.

Investment in the Fund may also relieve the investor of several
administrative burdens usually associated with the direct purchase of money
market instruments, such as coordinating maturities and reinvestments,
safekeeping of securities, surveying the market for the best price at which to
buy and/or sell and maintaining separate principal and income records.
Furthermore, purchasers electing and complying with the procedures for expedited
redemption have the convenience, if a redemption order is received before 12:00
noon, New York time, on a business day on which the New York Stock Exchange is
open for regular trading, of having the proceeds from the redemption of their
shares remitted to their bank account at a member bank of the Federal Reserve
System by Federal Funds wire for use on the same business day, provided that the
federal wire system is open. In addition, shareholders availing themselves of
the Fund's check redemption program have the convenience of making redemptions
merely by writing a check. See "How to Redeem Shares" in the Prospectus. All
such advantages, however, will be reduced to the extent of the expenses and
losses of the Fund in which you invest (including losses from portfolio
transactions or from defaults, if any, in payments of interest or principal by
issuers).

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of the Fund's
investment objectives and policies in the Prospectus. The policies described
above in this section are not fundamental and may be changed upon notice to
shareholders.

Additional Information on California Municipal Securities

Following purchase by the Fund, a California Municipal Security may
cease to be rated or its rating may be reduced below the minimum required for
purchase by the Fund. Neither event requires a sale of such security by the
Fund, although Freedom Capital Management Corporation (the "Adviser") will
consider such event to be relevant in determining whether the Fund should
continue to hold such security in its portfolio. If the rating accorded by
Moody's or S&P for California Municipal Securities changes due to changes in the
rating systems, the Fund will attempt to use comparable ratings as standards for
investments in accordance with the investment policies contained herein.

The two principal classifications of California Municipal Securities
are "municipal notes" and "municipal bonds."

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

1. Tax Anticipation Notes. Tax anticipation notes are issued to finance
working capital needs of municipalities. Generally, they are issued in
anticipation of various seasonal tax revenues, such as income, sales, use and
business taxes, and are payable from these specific future taxes.

2. Revenue Anticipation Notes. Revenue anticipation notes are issued in
expectation of receipt of other types of revenue, such as revenues available
under federal revenue sharing programs.

3. Bond Anticipation Notes. Bond anticipation notes are issued to
provide interim financing until long-term financing can be arranged. In most
cases, the long-term bonds then provide the money for the repayment of the
notes.

2
<PAGE> 77
4. Construction Loan Notes. Construction loan notes are sold to provide
construction financing. After successful completion and acceptance, many
projects receive permanent financing through the Federal Housing Administration
under "Fannie Mae" (the Federal National Mortgage Association) or "Ginnie Mae"
(the Government National Mortgage Association).

5. Tax-Exempt Commercial Paper. Tax-exempt commercial paper is a
short-term obligation with a stated maturity of 365 days or less. It is issued
by agencies of state and local governments to finance seasonal working capital
needs or as short-term financing in anticipation of longer term financing.

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

1. General Obligation Bonds. Issuers of general obligation bonds
include states, counties, cities, towns and regional districts. The proceeds of
these obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads, and waste and sewer
systems. The basic security behind a general obligation bond is the issuer's
pledge of its full faith and 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 the rate or amount of special
assessments.

2. Revenue Bonds. Revenue bonds fund two sorts of projects,
publicly-operated facilities ("revenue bonds") and privately-operated facilities
("industrial development bonds").

(a) Revenue Bonds. The principal security for a revenue bond is
generally the net revenues derived from a particular facility, group of
facilities, or, in some cases, the proceeds of a special excise or other
specific revenue source. Revenue bonds are issued to finance a wide variety of
capital projects including: electric, gas, waste and sewer systems; highways,
bridges and tunnels; port and airport facilities; colleges and universities; and
hospitals. Although the principal security behind these bonds may vary, many
provide additional security in the form of a debt service reserve fund which may
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 mortgages, rent subsidized and/or collateralized mortgages,
and/or the net revenues from housing or other public projects. Some authorities
provide further security in the form of a governmental entity's ability (without
obligation) to make up deficiencies in the debt service reserve fund.

(b) Industrial Development Bonds. Industrial development bonds, which
are considered municipal bonds if the interest paid thereon is exempt from
federal income tax, are issued by or on behalf of public authorities to raise
money to finance various privately-operated facilities for business and
manufacturing, housing, sports, and pollution control. These bonds are also used
to finance privately-operated public facilities such as airports, mass transit
systems, ports, and parking. The payment of the principal and interest on such
bonds is dependent solely on the ability of the facility's user to meet its
financial obligations and the pledge, if any, of real and personal property so
financed as security for such payment.

There are also other types of California Municipal Securities that are,
or may become, available which are similar to the foregoing municipal notes and
municipal bonds. California Municipal Securities are sometimes supported by an
irrevocable, unconditional external agreement (normally a bank letter of credit)
from a bank whose own securities are of high quality in order to improve the
credit rating of the California Municipal Security. Such external agreement may
be issued by a foreign bank.

For the purpose of the Fund's investment restrictions set forth
beginning on page 9, the identification of the "issuer" of California Municipal
Securities which are not general obligation bonds is made by the Adviser on the
basis of the characteristics of the obligation as described above, the most
significant of which is the source of funds for the

3
<PAGE> 78

payment of principal and interest on such securities. In the case of industrial
development bonds, the "issuer" is the user of the facility, which is usually a
non-governmental entity.

Obligations of issuers of California Municipal Securities are subject
to the provisions of bankruptcy, insolvency, and other laws affecting the rights
and remedies of creditors, such as the Federal Bankruptcy Code. In addition, the
obligations of such issuers may become subject to laws enacted in the future by
Congress, state legislatures, or referenda extending the time for payment of
principal and/or interest, or imposing other constraints upon enforcement of
such obligations or upon municipalities to levy taxes. There is also the
possibility that, as a result of litigation or other conditions, the power or
ability of any issuer to pay, when due, the principal of and interest on its
California Municipal Securities may be materially affected. The Fund may invest
more than 25% of its total assets in California Municipal Securities the
interest upon which is paid from revenues of similar types of projects. There
could be economic, business or political developments which might affect all
California Municipal Securities of a similar type. However, the Fund believes
that the most important consideration affecting the credit risk is the quality
of particular issues of California Municipal Securities, rather than factors
affecting all, or broad classes of, California Municipal Securities.

Risk Factors - California Municipal Securities

Since the Fund's portfolio concentrates its investments in California
Municipal Securities, the Fund is affected by any political, economic,
regulatory or other developments which constrain the taxing and spending
authority of California issuers or otherwise affect the ability of California
issuers to pay interest or repay principal. The following information
constitutes only a brief summary of some of such developments and does not
purport to be a complete description.

Certain of the California Municipal Securities in which the Fund
invests may be obligations of issuers that rely, as a source of revenue, in
whole or in part, directly or indirectly, on ad valorem real property taxes. In
1978, state voters approved an amendment to the State Constitution known as
Proposition 13, which added Article XIIIA to the State Constitution. The effect
of Article XIIIA is to limit ad valorem taxes on real property and to restrict
the ability of taxing entities to increase real property tax revenues. In
addition, Article XIIIA provides that additional taxes may be levied by cities,
counties and special districts only upon approval of not less than a two-thirds
vote of the "qualified electors" of such city, county or district, and requires
not less than a two-thirds vote of each of the two houses of the State
Legislature to enact any changes in state taxes for the purpose of increasing
revenues, whether by increased rates or changes in methods of computation.

Certain California Municipal Securities may be obligations of issuers
which rely in whole or in part on state revenues for payment of such
obligations. After the adoption of Article XIIIA, legislation was adopted which
provided for the reallocation of property taxes and other revenues to local
public agencies, the increase of state aid to such agencies, and the assumption
by the state of certain obligations previously paid out of local funds. More
recent legislation has, however, reduced state assistance payments to local
governments. There can be no assurance that any particular level of state aid to
local governments will be maintained in future years.

In 1979, an amendment was passed adding Article XIIIB to the State
Constitution. As amended in 1990, Article XIIIB imposes an "appropriations
limit" on the spending authority of the state and local government entities. In
general, the appropriations limit is based on certain 1978-1979 expenditures,
adjusted annually to reflect changes in the cost of living, population and
certain services provided by state and local government entities. If a
governmental entity raises revenues beyond its "appropriations limit" in any
year, a portion of the excess which cannot be appropriated within the following
year's limit must be returned to the entity's taxpayers within the two
subsequent fiscal years, generally by a tax credit, refund, or temporary
suspension of tax rates or fee schedules. One of the exclusions from these
limitations is "debt service" (defined as "appropriations required to pay the
cost of interest and redemption charges, including the funding of any reserve or
sinking fund required in connection therewith, on

4
<PAGE> 79

indebtedness existing or legally authorized as of January 1, 1979 or on bonded
indebtedness thereafter approved" by the voters). During the 1986-87 fiscal
year, when excess revenues could not be carried over to the following year, the
State General Fund collected approximately $1 billion more than could be spent
under the Article XIIIB limitation. These excess revenues were returned to
taxpayers, and no assurance exists that similar excess tax collections will not
recur in the future.

In 1988 and 1990, Article XIIIB was amended to require the State
Legislature to establish a prudent state reserve, and to require the transfer of
50% of excess revenues to the State School Fund; any amounts allocated to the
State School Fund will increase the appropriations limit. It was further amended
in 1990 to exclude from the appropriations limit appropriations for qualified
capital outlay projects, certain increases in transportation-related taxes, and
certain emergency appropriations. In 1988, California voters approved an
initiative known as Proposition 98, which, in addition to amending Article
XIIIB, amended Article XVI to require a minimum level of funding for public
schools and community colleges.

In addition to the adoption of Articles XIIIA and XIIIB, in June 1982
state voters approved initiative measures which: (1) repealed the state gift and
inheritance taxes and enacted a California death tax, and (2) reduced state
personal income tax revenues by increasing the amount by which personal income
tax brackets will be adjusted for inflation. The State Legislature has also
adopted other changes in revenue laws which reduce state tax revenues by
exempting business inventories from state personal property taxation, excluding
acquisitions of real estate to replace property transferred to a public entity
from the definition of "change of ownership" for property tax purposes, and
adopting a variety of tax credits.

In 1986, state voters approved an initiative measure known as
Proposition 62, which among other things requires that any tax for general
governmental purposes imposed by local governments be approved by a two-thirds
vote of the governmental entity's legislative body and by a majority of its
electorate, requires that any special tax (levied for other than general
governmental purposes) imposed by a local government be approved by a two-thirds
vote of its electorate, and restricts the use of revenues from a special tax to
the purposes or for the service for which the special tax was imposed. In 1996,
state voters approved an initiative measure known as Proposition 218, which
imposed similar voter approval requirements for local taxes imposed by charter
cities in California. In September 1995, the California Supreme Court upheld the
constitutionality of Proposition 62, creating uncertainty as to the legality of
certain local taxes enacted by non-charter cities in California without voter
approval. It is not possible to predict the impact of the decision.

In July 1991, California increased taxes by adding two new marginal tax
rates, at 10% and 11%, effective for tax years 1991 through 1995. After 1995,
the maximum personal income tax rate returned to 9.3%, and the alternative
minimum tax rate dropped from 8.5% to 7%. In addition, legislation in July 1991
raised the sales tax by 1.25%, 0.5% of which was a permanent addition to
counties that was specifically earmarked to trust funds to pay for health and
welfare programs whose administration had been transferred to such counties. An
additional 0.5% of the sales tax rate was scheduled for termination on June 30,
1993, but was extended by legislation through December 31, 1993. The approval of
Proposition 172 on the November 1993 ballot by the voters extended this increase
permanently.

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<PAGE> 80
The application and interpretation of a number of the foregoing
provisions of the State Constitution and laws are currently and will probably
continue to be the subject of numerous lawsuits in the California courts. It is
not possible to predict the outcome of litigation or the ultimate scope and
impact of such provisions, their implementing legislation and regulations issued
by the State Board of Equalization. However, the outcome of such litigation,
legislation and regulations could substantially impact local property tax
collections and the ability of state agencies, local governments and districts
to make future payments on outstanding debt obligations.

Certain debt obligations in which the Fund invests may be payable
solely from the revenues of specific institutions, or may be secured by specific
properties, which are subject to provisions of California law that could
adversely affect the holders of such obligations. For example, the revenues of
California health care institutions may be subject to state laws, and California
laws limit the remedies of a creditor secured by a mortgage or deed of trust.

The effects of these various constitutional and statutory provisions
upon the ability of the issuers of California Municipal Securities to pay
interest and principal on their obligations remains unclear. In addition, other
measures affecting the taxing or spending authority of the state or its
political subdivisions may be enacted in the future.

California is the most populous state in the nation with a total
population at the 1990 census of 29,976,000. Growth has been incessant since
World War II, with population gains in each decade since 1950 of between 18% and
49%. During the last decade, population rose 20%. The State now comprises 12.3%
of the nation's population and 12.5% of its total personal income. Its economy
is broad and diversified with major concentrations in high technology research
and manufacturing, aerospace and defense-related manufacturing, trade,
entertainment, real estate, and financial services. After experiencing strong
growth throughout much of the 1980's, from 1990-1993, California suffered
through a severe recession, the worst since the 1930's, heavily influenced by
large cutbacks in defense/aerospace industries and military base closures and a
major drop in real estate construction. California's economy has been
recovering and growing steadily stronger since the start of 1994, to the point
where the State's economic growth is outpacing the rest of the nation. The
unemployment rate, while still higher than the national average, fell to the low
6% range in mid-1997, compared to over 10% at the worst of the recession. Recent
economic reports indicate that, while the rate of economic growth is expected to
be moderate over the next three years, the increases in employment and income
may exceed those of the nation as a whole. The unsettled financial situation
occurring in certain Asian economies may adversely affect the State's
export-related industries and, therefore, the State's rate of economic growth.

Notwithstanding California's recent positive operating results, there
are long-term State budget uncertainties resulting from strict property tax
limits and the share of the budget which must be devoted to education as well as
the issues which necessarily accompany an economy in transition from
defense-related aerospace to the diverse clusters of high technology,
manufacturing and service industries, best described as the information economy.

On August 18, 1997, the Governor signed the 1997-98 Budget Act which
provides for General Fund and Special Fund expenditures of approximately $67.2
billion and projects a 97-98 fiscal year end reserve of $112 million. For the
second year in a row, the State budget contains a large increase in funding for
K-14 education, reflecting strong revenues which have exceeded initial budgeted
amounts. The Budget Act reflects a $1.235 billion pension case judgment payment,
and returns funding of the State's pension contribution to the quarterly basis
existing prior to the deferral action invalidated by the courts. Because of the
effect of the pension payment, most other State programs were continued at
1996-97 levels. Health and welfare costs are contained, continuing generally the
grant levels from prior years, as part of the initial implementation of the new
CalWORKs welfare reform program. Unlike prior years, this Budget Act does not
depend on uncertain federal budget actions. About $300 million in federal funds,
already included in the federal 1997 and 1998 fiscal year budgets, are included
in the Budget Act to offset incarceration costs for illegal immigrants. The
Budget Act contains no tax increases and no tax reductions. The Renters Tax
Credit was suspended for another year, saving approximately $500 million. After
enactment of the Budget Act, and prior to the end of the Legislative Session,
the Legislature and the Governor reached certain agreements related to State
expenditures and taxes. Legislation signed by the Governor includes a variety of
phased-in tax cuts, conformity with certain provisions of the federal tax reform
law passed earlier in the year, and reform of funding for county trial courts,
with the State to assume greater financial responsibility.

The Governor's proposed budget for fiscal year 1998-1999 purposes total
State spending of $70.6 billion (excluding the expenditure of federal funds and
selected bond funds), which is up 4.7% from the current year's budget. This
total includes $55.4 billion in General Fund spending (a 4.5% increase from the
current year) and $15.2 billion in special funds spending (a 5.3% increase).
The Governor's proposed budget anticipates a $296 million reserve for economic
uncertainties. The new budget reflects agreements reached in the prior year in
the areas of welfare reform, education, state tax relief, and the financial
restructuring of the State's trial court system. The budget contains no tax
changes and relatively few major programmatic changes.

Because of the State of California's continuing budget problems, the
rating of the State's general obligation bonds was downgraded in July 1994 from
Aa to A1 by Moody's Investors Service, Inc., from A+ to A by Standard & Poor's
Corporation, and from AA to A by Fitch Investors Services, Inc. All three rating
agencies expressed uncertainty in the State's ability to balance the budget by
1996. However, in 1996, citing California's improving economy and budget
situation, both Fitch and Standard & Poor's raised their ratings from A to A+.
In October, 1997, Fitch raised its rating from A+ to AA- referring to the
State's fundamental strengths, the extent of its economic recovery and the
return of financial stability.

On December 6, 1994, Orange County (California) became the largest
municipality in the United States to file for protection under the federal
bankruptcy laws. On June 12, 1996, it emerged from bankruptcy after the
successful sale of $880 million in municipal bonds allowed the county to pay off
the last of its creditors. On January 7, 1997, Orange County returned to the
municipal bond market with a $136 million bond issue maturing in 13 years at an
insured yield of 7.23%. In December, 1997, Moody's raised its ratings on $325
million of Orange County pension obligation bonds to Baa3 from Ba.

Los Angeles County, the nation's largest county, is also experiencing
financial difficulty. It has not yet recovered from the ongoing loss of revenue
caused by state property tax shift initiatives in 1993 through 1995. In June,
1997, the Los Angeles County Board of Supervisors approved an approximately $12
billion 1997-98 budget containing measures to eliminate a $157 million deficit.
The county's budgetary difficulties have continued into 1997-1998 with its
future financial status still uncertain.

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<PAGE> 81

Special Types of California Municipal Securities

In addition to the general types of California Municipal Securities
discussed above, the Fund may invest in the following special types of
California Municipal Securities.

When-Issued Securities. California Municipal Securities are frequently
offered on a "when-issued" basis. When so offered, the price, which is generally
expressed in yield terms, is fixed at the time the commitment to purchase is
made, but delivery and payment for the when-issued securities take place at a
later date. Normally, the settlement date occurs within one month of the
purchase of municipal notes; during the period between purchase and settlement,
no payment is made by the Fund to the issuer and no interest accrues to the
Fund. To the extent that assets of the Fund are not invested prior to the
settlement of a purchase of securities, the Fund will earn no income. It is the
Fund's intention, however, to be fully invested to the extent practicable,
subject to the policies stated above. While when-issued securities may be sold
prior to the settlement date, the Fund intends to purchase such securities with
the purpose of actually acquiring them unless a sale appears desirable for
investment reasons. At the time the Fund makes the commitment to purchase a
California Municipal Security on a when-issued basis, it will record the
transaction and reflect the value of the security in determining its net asset
value.

In accordance with Securities and Exchange Commission policy, whenever
the Fund agrees to purchase securities on a when-issued basis, its custodian
will set aside cash or portfolio securities equal to the amount of the
commitment in a separate account. If necessary, additional assets will be placed
in the account daily so that the value of the account will equal the amount of
the Fund's purchase commitment. When the time comes to pay for when-issued
securities, the Fund will meet its obligations from the then-available cash
flow, sale of securities held in the separate account, cash held in the separate
account or otherwise, sale of other securities or, although it would not
normally expect to do so, from the sale of the when-issued securities themselves
(which may have a value greater or less than the Fund's payment obligations). To
the extent that the Fund sets aside portfolio securities to satisfy its purchase
commitment for when-issued securities, there will be a greater possibility of
fluctuation in market value of the Fund's shares (see "Pricing of Our Shares" in
the Prospectus) than if the Fund were to set aside cash. The Fund does not
intend to purchase when-issued securities for speculative purposes, but only in
furtherance of its investment objectives.

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<PAGE> 82

Variable and Floating Rate Instruments. The Fund may invest in certain
variable rate instruments (where the coupon interest rate adjusts on set dates)
or floating rate instruments (where the coupon interest rate adjusts whenever a
specific interest rate changes). The Fund may invest, subject to various
conditions, in any variable or floating rate instrument that is scheduled to
mature in more than 397 days if the Fund has certain demand rights to sell the
instrument. For the purposes of qualifying the Fund as a money market fund,
which includes complying with Rule 2a-7 under the Investment Company Act of
1940, each such long-term variable rate instrument shall be deemed to have a
maturity equal to the longer of the period remaining until the next
readjustment of the interest rate or until the principal amount can be
recovered through demand, and each such long-term floating rate instrument
shall be deemed to have a maturity equal to the period remaining until the
principal amount can be recovered through demand. The Fund also may invest,
subject to various conditions, in variable or floating rate securities where
the principal amount of each such security is unconditionally to be paid in full
in 397 days or less. For the purposes of qualifying as a money market fund, the
maturity of each such short-term variable rate instrument shall be deemed to be
the earlier of the period remaining until the next adjustment of the interest
rate or until the principal amount can be recovered through demand, and the
maturity of each such short-term floating rate security shall be deemed to be
one day. Any variable or floating rate instrument in which the Fund may invest
must be reasonably expected to have a market value that approximates its
amortized cost and all are subject to other conditions specified in Rule 2a-7.

Temporary Taxable and Tax-Exempt Investments

Although the Fund will be invested primarily in California Municipal
Securities, the Fund is authorized to place up to 20% of its net assets in
taxable investments, cash reserves or short-term municipal securities issued
outside of California during normal market conditions for liquidity reasons.
During periods of uncertain market conditions, the Fund may place more than 20%
of its total assets for temporary defensive purposes in taxable investments,
cash reserves or short-term municipal securities issued outside of California.
The taxable investments in which the Fund may invest are:

(a) obligations of the U.S. Government and its agencies and
instrumentalities (not all of such obligations are backed by the full
faith and credit of the United States; for example, bonds issued by
Federal National Mortgage Association, a private corporation, are
backed only by the credit of the issuing instrumentality);

(b) certificates of deposit, bankers' acceptances and
short-term obligations of domestic branches of U.S. banks with total
assets of $1 billion or more;

(c) commercial paper rated at least A-1 by Standard & Poor's,
Prime-1 by Moody's (or equivalently rated by another NRSRO), or, if not
rated, of equivalent investment quality as determined by the Adviser;

(d) short-term debt securities of issuers having, at the time
of purchase, a quality rating within one of the two highest rating
categories by Moody's (Aaa or Aa) or Standard & Poor's (AAA or AA) (or
equivalently rated by another NRSRO);

(e) repurchase agreements with respect to an underlying
security which would otherwise qualify for investment by the Fund.

Temporary taxable investments of up to 20% of total assets may also be
made in anticipation of redemptions, pending investment of proceeds from
subscription for Fund shares or from the sale of portfolio securities, or
because of market conditions or the scarcity of suitable California Municipal
Securities. Interest income from taxable investments will be taxable to
shareholders as ordinary income under federal tax laws and California personal
income tax. Consequently, the Fund intends to invest its assets in California
Municipal Securities to the maximum extent possible and prudent.

The short-term tax exempt municipal securities of non-California
issuers in which the Fund may invest include tax anticipation notes, revenue
anticipation notes, general obligation bonds, industrial revenue bonds,
construction loan notes and tax anticipation commercial paper. Such securities
will be limited to those obligations which, at the time of purchase, are (a)
rated in the top two categories of Moody's (Aaa or Aa) or Standard & Poor's (AAA
or AA) or, in the case of municipal notes, rated MIG-1 by Moody's, or A-1 by
S&P; or (b) unrated municipal obligations which,

8
<PAGE> 83

in the opinion of the Adviser, have credit characteristics equivalent to such
ratings. The income from such securities is exempt from federal income taxes but
may not be exempt from California personal income taxes.

Repurchase Agreements. Repurchase agreements maturing in more than
seven days, together with any other illiquid instruments held by the Fund
(excluding restricted securities eligible for resale pursuant to Rule 144A under
the Securities Act of 1933 which the Board of Trustees or the Adviser has
determined under Board-approved guidelines are liquid), will not, at the time
entered into, exceed 10% of the net assets of the Fund. Because of their short
maturity, repurchase agreements provide liquidity to the Fund while allowing the
Fund to remain fully or substantially invested. The Fund will only enter into
repurchase agreements of one business day's maturity and only with
broker/dealers with substantial capital or major U.S. banks. Each repurchase
agreement will be fully collateralized with respect to both principal and
interest by U.S. Treasury instruments for the entire term of the agreement. Upon
payment, possession of all underlying collateral will be transferred to an agent
of the Fund for the term of the agreement. If a particular securities dealer or
bank defaults on its obligation to repurchase the underlying security as
required by the terms of a repurchase agreement, the Fund will incur a loss to
the extent that the proceeds it realizes on the sale of the collateral are less
than the repurchase price of the security. In addition, should the defaulting
securities dealer or bank file for bankruptcy, the Fund could incur certain
costs in establishing that it is entitled to dispose of the collateral and its
realization on the collateral may be delayed or limited.

Risk Considerations

There can be no assurance that the Fund will achieve its investment
objectives or be able to maintain its net asset value per share at $1.00. The
price stability and liquidity of the Fund may not be equal to that of a money
market fund which exclusively invests in short-term taxable money market
securities. The taxable money market is a broader and more liquid market with a
greater number of investors, issuers, and market makers than the short-term
California Municipal Securities market.

Yields on California Municipal Securities are dependent on a variety of
factors, including the general conditions of the money market and of the
municipal bond and municipal note market, the size of a particular offering, the
maturity of the obligations and the rating of the issue.

Tax exempt securities purchased on a when-issued basis are subject to
changes in value as a result of changes in interest rates in the same way that
securities held in the Fund's portfolio are. Purchasing tax exempt securities on
a when-issued basis can thus involve a risk that yields available in the market
when delivery takes place may actually be higher than those obtained in the
when-issued transaction.

INVESTMENT RESTRICTIONS

The following investment restrictions may not be changed without a
shareholder vote. A change requires the affirmative vote of a majority of the
Fund's outstanding shares, which as used in this Statement means the lesser of
(1) 67% of the Fund's outstanding shares present at a meeting at which the
holders of more than 50% of the outstanding shares are present in person or by
proxy, or (2) more than 50% of the Fund's outstanding shares. With respect to
investment restrictions Number 1 through 9 below, the Fund may not:

1. Purchase securities on margin; sell short; purchase warrants; or
write, purchase, or sell straddles, spreads, or combinations thereof.

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<PAGE> 84
2. Borrow money, except from banks for temporary purposes (not for
leveraging or investment) and then in an aggregate amount not in excess of 10%
of the value of the Fund's assets at the time of such borrowing, provided, that
so long as such borrowings exceed 5% of the value of the net assets, the Fund
will not make any investments; or mortgage, pledge or hypothecate any assets
except in connection with any such borrowing and in an aggregate amount not in
excess of the dollar amount borrowed.

3. Act as an underwriter of securities of other issuers, except to the
extent that the purchase of securities in accordance with the Fund's investment
objective, policies and limitations may be deemed to be an underwriting.

4. Purchase securities (other than under repurchase agreements of not
more than one week's duration, considering only the remaining days to maturity
of each existing repurchase agreement) for which there exists no readily
available market, or for which there are legal or contractual restrictions on
resale (excluding restricted securities eligible for resale pursuant to Rule
144A under the Securities Act of 1933, which the Board of Trustees or the
Adviser has determined under Board-approved guidelines are liquid), if as a
result of any such purchase, more than 10% of the Fund's net assets would be
invested in such securities.

5. Purchase any securities if, immediately after such purchase, more
than 25% of the value of the Fund's total assets would be invested in the
securities of one or more issuers conducting their principal business activities
in the same industry, provided that there is no limitation with respect to
investments issued or guaranteed by the California state government or a
political subdivision thereof and obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

6. Purchase or sell real estate, except this shall not prevent the Fund
from investing in securities secured by real estate or interests therein.

7. Purchase or sell commodities or commodity futures contracts, or oil,
gas or mineral exploration or development programs.

8. Make loans, except that the Fund may hold debt instruments and enter
into repurchase agreements in accordance with its investment objectives and
policies.

9. Issue any class of securities senior to any other class of
securities, except that the Fund may purchase when-issued securities as
described in the Prospectus and herein.

10. The Fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same fundamental
investment objectives, policies and limitations as the Fund.

The following investment restrictions may be changed by the Board of
Trustees without the approval of shareholders. Appropriate notice will be given
of any changes in these restrictions made by the Board of Trustees. With respect
to investment restrictions Number 11 through 14 below, the Fund may not:

11. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or reorganization, and
except for purchases of securities of money market mutual funds.

12. Purchase securities of any issuer for the purpose of exercising
control or management, except in connection with a merger, consolidation,
acquisition or reorganization.

13. Invest more than 5% of the Fund's total assets in securities of any
issuer which, together with its predecessors, has been in continuous operation
less than three years, except obligations issued or guaranteed by the

10
<PAGE> 85

U.S. Government or its agencies, or California Municipal Securities (other than
industrial development bonds) (for this purpose the period of operation of the
issuer shall include the period of operation of any predecessor or unconditional
guarantor of such issuer).

14. Purchase or retain the securities of an issuer if those officers or
trustees of the Trust or officers or directors of the Adviser who are also
officers or directors of the issuer and who each own beneficially more than 1/2
of 1% of the securities of that issuer together own more than 5% of the
securities of such issuer.

15. The Fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and
limitations as the Fund.

For the purposes of the limitations set forth in paragraphs 5, 13 and
14, the Fund will regard the entity which has the ultimate responsibility for
the payment of principal and interest as the issuer.

If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values of
portfolio securities or amount of net assets will not be considered a violation
of any of the foregoing restrictions.

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser (subject to the control
of the Board of Trustees) to select brokers and dealers to execute purchases and
sales of portfolio securities. The Advisory Agreement directs the Adviser to use
its best efforts to obtain the best overall terms for the Fund, taking into
account such factors as price (including dealer spread), the size, type and
difficulty of the transaction involved, and the financial condition and
execution capability of the broker or dealer.

Purchases and sales of the Fund's portfolio securities are generally
placed by the Adviser with the issuer, the issuer's underwriter or with a
primary market maker. Usually no brokerage commission is paid, although the
price usually includes an undisclosed compensation. (Transactions with primary
market makers reflect the spread between bid and asked prices; purchases of
underwritten issues include an underwriting fee paid by the issuer to the
underwriter.) During the last three fiscal years ended December 31, 1995, 1996
and 1997 the Fund paid no brokerage commissions.

To the extent that the execution and price offered by more than one
dealer are comparable, the Adviser may, in its discretion, effect transactions
in portfolio securities with dealers who provide the Fund with research services
such as credit analysis. Any such research services would be available for use
on all investment advisory accounts of the Adviser.

Other investment advisory clients advised by the Adviser may also
invest in the same securities as the Fund. When these clients buy or sell the
same securities at substantially the same time, the Adviser may average the
transactions as to price and allocate the amount of available investments in a
manner which the Adviser believes to be equitable to each client, including the
Fund. In some instances, this investment procedure may adversely affect the
price paid or received by the Fund or the size of the position obtainable for
it. On the other hand, to the extent permitted by law, the Adviser may aggregate
the securities to be sold or purchased for the Fund with those to be sold or
purchased for other clients managed by it in order to obtain best execution.

In no instance will portfolio securities be purchased from or sold to
Sutro, Tucker Anthony Incorporated or any affiliated person (as defined in the
1940 Act) thereof.

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<PAGE> 86
CURRENT YIELD

The Securities and Exchange Commission requires by rule that a yield
quotation set forth in an advertisement or prospectus for a "money market" fund
be computed by a standardized method based on a historical seven calendar day
period referred to as the "base period." The yield quoted may be a simple
annualized yield or a compounded effective yield which gives effect to the
reinvestment of the proceeds of the investment portfolio. If the compounded
effective yield is used in an advertisement, the simple annualized yield must
also be included. Both yields are computed on the basis of the base period
return on a hypothetical pre-existing account in the Fund having a balance of
one share at the beginning of the seven-day base period. The base period return
equals the net change in value of the account over the seven-day period,
including dividends declared both on the original share and on any additional
shares purchased with previous dividends (such dividends are declared daily and
paid from the net investment income of the Fund) and minus all fees, other than
nonrecurring account or sales charges charged to all shareholder accounts, in
proportion to the length of the base period and the Fund's average account size.
The fees deducted will take into account the expense limitation agreement as
described in "Our Management" in the Prospectus. The net change in value does
not include realized gains and losses from the sale of securities or unrealized
appreciation or depreciation of the securities. The base period return is then
multiplied by 365/7 to arrive at the annualized simple yield. The compounded
effective yield is calculated by dividing the base period return (calculated as
above) by 7, adding 1, raising that sum to the 365th power and subtracting 1
from the result. Both calculations of yields are then expressed to at least two
decimal points.

For the seven day period ended December 31, 1997, the simple annualized
yield of the Fund was 3.23%, the compound effective yield was 3.28%, and the
Fund had an average weighted maturity of investments of 37 days.

ADDITIONAL INFORMATION ON REDEMPTION

The Fund may suspend redemption privileges or postpone the date of
payment on shares for more than seven days during any period (1) when the New
York Stock Exchange is closed (other than for weekends or holidays) or trading
on the Exchange is restricted as determined by the Securities and Exchange
Commission ("SEC"), (2) when an emergency exists, as defined by the SEC, which
makes it not reasonably practicable for the Fund to dispose of securities owned
by it or fairly to determine the value of its assets, or (3) as the SEC may
otherwise permit.

It is possible that under unusual circumstances the redemption price
may be more or less than the shareholder's cost, depending on the market value
of the Fund's portfolio at the time.

NET ASSET VALUE

As disclosed in the Prospectus, the net asset value per share of the
Fund is determined at 12:00 noon New York time Monday through Friday, as
described below. The Fund will be closed on the following national business
holidays: New Year's Day, Martin Luther King Day, Washington's Birthday, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

The net asset value per share of the Fund is determined daily under the
general supervision of the Trust's Board of Trustees by the Fund's custodian at
12:00 noon New York time on each day on which the New York Stock Exchange is
open for regular trading or on which there is a sufficient degree of trading in
the Fund's portfolio securities that the current net asset value of the Fund's
redeemable securities might be materially affected by changes in the value of
the portfolio securities. Purchase or redemption orders accepted by John Hancock
Signature Services, Incorporated ("JHSS") prior to 12:00 noon New York time will
be priced at 12:00 noon New York time that day. Purchase or redemption orders
accepted

<PAGE> 87
by JHSS subsequent to 12:00 noon New York time will be priced at 12:00 noon New
York time the next day that net asset value is computed. Net asset value per
share is computed by taking the value of all assets of the Fund, less
liabilities, and dividing by the number of shares outstanding. To determine the
value of the assets of the Fund for the purpose of obtaining the net asset
value, portfolio securities are valued at amortized cost, as described below,
and interest is accrued daily.

Since the Fund has adopted a policy of normally holding portfolio
securities to maturity, all portfolio securities of the Fund will normally be
valued at amortized cost. Thus, it is not expected that realized or unrealized
gains or losses on portfolio securities will be a substantial factor in the
computation of the net asset value or gross income of the Fund. If in some
extraordinary circumstance the Fund experiences gains or losses (realized or
unrealized), whether recognized or unrecognized, this could result in a change
in net asset value, a change in dividends, or both.

The Trust intends to comply with the provisions of Rule 2a-7 under the
1940 Act, which permits the Fund to compute the net asset value using the
amortized cost method of valuing portfolio securities. To comply with that rule,
the Board of Trustees has agreed to establish procedures to stabilize the net
asset value for the Fund at $1.00 per share. These procedures include a review
by the Board of Trustees of the extent of any deviation of net asset value per
share, based on available market quotations or estimates of market value
determined by the Board of Trustees in good faith, from the Fund's $1.00
amortized cost value per share. If that deviation exceeds 1/2 of 1%, the Board
of Trustees will consider any action that should be initiated to reasonably
eliminate or reduce material dilution or other unfair results to shareholders.
Such action may include selling portfolio securities prior to maturity,
withholding dividends, or utilizing a net asset value per share as determined by
using available market quotations. In addition, the Fund must (a) maintain a
dollar weighted average portfolio maturity of 90 days or less, (b) not purchase
any instrument with a remaining maturity greater than 397 days, (c) limit
portfolio investments, including repurchase agreements, to securities that, at
the time of acquisition, (i) are rated in one of the two highest categories by
at least two NRSROs (or by one organization if only one organization has rated
the security), (ii) if not rated, are obligations of an issuer whose other
outstanding short-term debt obligations are so rated, or (iii) if not rated, are
of comparable quality as determined by the Board of Trustees in accordance with
procedures established by the Board of Trustees, and (d) comply with certain
reporting and recordkeeping procedures. The Trust's officers will periodically
review the method of valuation and recommend changes to the Board of Trustees
which may be necessary to assure that the portfolio securities of the Fund are
valued at their fair value as determined by the Trustees in good faith. The Fund
will limit its investments to securities that present minimal credit risks, as
determined by the Board of Trustees in accordance with the procedures
established by the Board of Trustees.

Amortized cost valuation involves valuing a security at its
acquisition cost and adding or subtracting, ratably to maturity, adjustments for
amortization of premium or accretion of discount, regardless of the impact of
current market factors on the market value of the security. Under the amortized
cost method of valuation, neither the amount of daily income nor net asset value
is affected by any unrealized appreciation or depreciation of the portfolio. As
a result, in periods of declining interest rates, the indicated daily yield on a
portfolio valued by amortized cost will be higher than on a portfolio valued by
market prices.

Since there is no sales load involved in an investment in the Fund,
100% of the shareholder's purchase price is invested in shares of the Fund.

ADDITIONAL INFORMATION ON TAXES

The following discussion offers only a brief outline of certain federal and
California tax consequences of investing in the Fund. Investors should consult
their own tax advisors for more detailed information and for the information
regarding the impact of other state and local taxes upon such an investment.

Federal Income Taxation of the Fund

The Fund intends to qualify and elect to be treated as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). If so qualified, the Fund will not be liable for federal
income taxes on its net investment income (i.e., the Fund's investment company
taxable income, as that term is defined in the Code, without regard to the
deduction for dividends paid) and net capital gain (i.e., the Fund's net
long-term capital gains in excess of the sum of net short-term capital losses
and capital loss carryovers from prior years, if any) that it distributes to
shareholders,

13
<PAGE> 88
provided that the Fund distributes at least 90% of its net investment income and
tax-exempt interest income for the taxable year. However, the Fund will be
subject under current tax rates to a federal income tax at a maximum effective
rate of 35% on any undistributed net investment income and net capital gain. To
qualify for tax treatment as a "regulated investment company" under the Code,
the Fund must, among other things, (i) derive in each taxable year at least 90%
of its gross income from dividends, interest, payments with respect to
securities loans and gains from the sale or other disposition of stock,
securities or foreign currencies, or other income derived with respect to its
business of investing in such stock, securities or currencies and (ii) diversify
its holdings so that, at the end of each quarter of its taxable year, (A) at
least 50% of the market value of the Fund's assets is represented by cash, U.S.
Government securities, securities of other regulated investment companies and
other securities, with such other securities of any one issuer limited for the
purposes of this calculation to an amount not greater than 5% of the value of
the Fund's total assets and 10% of the outstanding voting securities of such
issuer and (B) not more than 25% of the value of its total assets is invested in
the securities of any one issuer (other than U.S. Government securities or
securities of other regulated investment companies). Furthermore, in order to be
entitled to pay tax-exempt interest income dividends to its shareholders, the
Fund must satisfy the requirement that, at the close of each quarter of its
taxable year, at least 50% of the value of its total assets consists of
obligations the interest of which is exempt from federal income tax. The Fund
intends to satisfy this requirement.

The Code imposes a nondeductible 4% excise tax on a regulated
investment company that fails to distribute, or be deemed to have distributed,
during each calendar year an amount at least equal to the sum of (1) 98% of its
taxable ordinary income for the calendar year (not taking into account any
capital gains or losses), (2) 98% of its capital gains in excess of capital
losses (adjusted for certain ordinary losses) for the twelve month
period ending on October 31 of the calendar year, and (3) all ordinary
income and capital gains for previous years that were not distributed during
such years. For this purpose, any income or gain retained by the Fund that is
subject to corporate tax will be considered to have been distributed by
year-end. The Fund intends to make sufficient distributions to avoid this 4%
excise tax.

Federal Income Taxation of Shareholders

Information concerning the tax status of dividends and distributions is
mailed to shareholders annually. The Fund anticipates that substantially all of
the dividends to be paid by the Fund will be exempt from federal income taxes
and California personal income taxes. If any portion of the Fund's dividends is
not exempt from federal or California personal income taxes, the Fund will
advise shareholders in the annual tax information notice of the percentage of
both tax exempt and taxable income. In accordance with the Code, expenses of the
Fund will be allocated pro rata between taxable and nontaxable income.

Net investment income received by the Fund from investments in debt
securities other than tax exempt securities, and any excess of net short-term
capital gain over net long-term capital loss recognized by the Fund, will be
taxable to shareholders upon distribution as ordinary income, regardless of
whether they are paid in cash or in additional shares. The excess of net
long-term capital gain over net short-term capital loss, to the extent properly
designated by the Fund, will be taxable to shareholders upon distribution as
long-term capital gain, regardless of the length of time the shares have been
held or whether they are paid in cash or in additional shares. However, it is
expected that any such amounts will be insubstantial in relation to the tax
exempt interest generated by the Fund.

Taxable distributions generally are included in a shareholder's gross
income for the taxable year in which they are received. However, dividends
declared in October, November and December and made payable to shareholders of
record in such a month are taxable as of December 31, provided that the Fund
pays the dividend during the following January. It is expected that none of the
Fund's distributions will qualify for the 70% corporate dividends-received
deduction.

The Fund designates and pays exempt-interest dividends from interest
earned on all tax exempt obligations. Such exempt-interest dividends may be
excluded by shareholders of the Fund from their gross income for federal income
tax purposes.

To the extent that the net asset value at the time of purchase of
shares in the Fund reflects capital gains, a subsequent distribution to the
shareholder of such amounts, although constituting a return of his or her
investment, would be taxable as described above. Any loss on the sale or
exchange of shares of the Fund held for six months or less will be disallowed to
the extent that tax-exempt interest dividends were paid on such shares.

14
<PAGE> 89
To the extent that the Fund's dividends distributed to shareholders are
derived from interest income exempt from federal income tax and are properly
designated as "exempt-interest dividends" by the Fund, they will be excludable
from a shareholder's gross income for federal income tax purposes. Shareholders
who are recipients of Social Security benefits should be aware that exempt
interest dividends received from the Fund must be taken into account for
purposes of determining whether their incomes are large enough to result in
taxation of up to 85% of the amount of such Social Security benefits.

All distributions of investment income during the year will have the
same percentage designated as tax exempt. Since the Fund invests primarily in
tax exempt securities, the percentage will be substantially the same as the
amount actually earned during any particular distribution period.

Interest on certain private activity bonds issued after August 7, 1986
not otherwise subject to federal income tax may be subject to the federal
alternative minimum tax ("AMT") although the interest continues to be excludable
from gross income for other purposes. The AMT requires certain taxpayers to use
alternative rate schedules and calculations to ensure that they pay at least a
minimum amount of income tax, even if they make substantial use of certain tax
deductions and exclusions (including the "items of tax preference"). Interest
from certain private activity bonds is one of the items of tax preference that
is added into income from other sources for the purposes of determining whether
a taxpayer is subject to the AMT and the amount of any tax to be paid. Under
regulations to be prescribed, exempt-interest dividends paid by the Fund will be
treated as interest on such private activity bonds to the extent of the
proportionate share of the interest on such bonds received by the Fund. In
addition, corporate investors should note that exempt-interest dividends will be
a component of the "current earnings" adjustment for the corporate AMT.
Prospective investors should consult their own tax advisors with respect to the
possible application of the AMT to their tax situation.

Opinions relating to the validity of tax exempt securities and the
exemption of interest thereon from federal and California income taxes are
rendered by recognized bond counsel to the issuers. Neither the Adviser's nor
the Fund's counsel makes any review of proceedings relating to the issuance of
tax-exempt securities or the bases of such opinions.

From time to time, proposals have been introduced before Congress for
the purpose of restricting, limiting, or eliminating the federal income tax
exemptions for interest on municipal securities. It can be expected that similar
proposals may be introduced in the future. If any such proposal were enacted,
the availability of California Municipal Securities for investment by the Fund
and the value of the Fund's portfolio would be affected. In such an event, the
Fund would reevaluate its investment objective and policies.

California Taxation

The State of California has adopted legislation incorporating the
federal provisions relating to regulated investment companies. Thus, to the
extent the Fund distributes its income annually, the Fund will be exempt from
the California franchise and corporate income tax as a regulated investment
company under Section 24871 of the California Revenue and Taxation Code.

As a regulated investment company, the Fund may distribute dividends
("California exempt-interest dividends") that are exempt from the California
personal income tax to its individual shareholders, provided 50% or more of the
value of the total assets of the Fund at the close of each quarter of its
taxable year consists of obligations the interest on which (when held by an
individual) is exempt from personal income taxation under California law. The
Fund intends to satisfy this requirement so that it can distribute California
exempt-interest dividends. If the Fund fails to so qualify, no part of its
dividends will be exempt from the California personal income tax.

15
<PAGE> 90
The portion of dividends constituting California exempt-interest
dividends is that portion derived from interest on obligations of California and
its municipalities and localities which pay interest excludable from income
under California law. Distributions from the Fund that are attributable to
sources other than those described in the preceding sentence generally will be
taxable to such shareholders as ordinary income. In addition, distributions
other than exempt-interest dividends to such shareholders are includable in
income that may be subject to the California alternative minimum tax. Any
dividends paid to corporate shareholders subject to the California franchise or
corporate income tax will be taxed as ordinary dividends to such shareholders.
The total amount of California exempt-interest dividends paid by the Fund to all
of its individual shareholders with respect to any taxable year cannot exceed
the amount of interest received by the Fund during such year on California
Municipal Obligations less any expenses and expenditures (including any
dividends paid to corporate shareholders) deemed to have been paid from such
interest.

Because, unlike federal law, California law does not impose personal
income tax on an individual's Social Security benefits, the receipt of
California exempt-interest dividends will have no effect on an individual's
California personal income tax.

Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Fund will not generally be deductible for California income tax
purposes. If the shareholders of the Fund receive any California exempt-interest
dividends and sell their shares within six months of their acquisition, then any
loss, to the extent of the amount of exempt-interest dividends received on the
sale, will be disallowed. Any loss realized upon the redemption of shares within
thirty days before or after the acquisition of other shares of the same series
may be disallowed under the "wash sale" rules.

With respect to individual shareholders, California does not treat
tax-exempt interest as a tax preference item for purposes of its alternative
minimum tax. Distributions other than exempt-interest dividends are includable
in income subject to the California alternative minimum tax.

The foregoing is only a summary of some of the important California
personal income tax considerations generally affecting the Fund and its
shareholders. No attempt is made to present a detailed explanation of the
California personal income tax treatment of the Fund or its shareholders, and
this discussion is not intended as a substitute for careful planning.
Accordingly, potential investors in the Fund should consult their tax advisers
with respect to the application of California taxes to the receipt of the Fund's
dividends and to their own California tax situation.

MANAGEMENT OF THE FUND

The Trustees and executive officers of the Trust and their principal
occupations during the past five years are set forth below. Unless otherwise
indicated, the business address of each is One Beacon Street, Boston,
Massachusetts 02108.

*Dexter A. Dodge-Trustee, Chairman of the Board and Chief Executive
Officer, President and Managing Director of the Adviser since July 1992. He is
63. Vice President of Freedom Distributors Corporation since 1989 and Director
since 1994.

- ---------------
* Trustee may be deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.

16
<PAGE> 91

Richard A. Farrell-Trustee-160 Federal Street, Boston, Massachusetts
02110. He is 64. President since 1980 of Farrell, Healer & Co., a venture
capital management firm that manages The Venture Capital Fund of New England.

Ernest T. Kendall-Trustee-230 Beacon Street, Boston, Massachusetts
02116. He is 65. President, Commonwealth Research Group, Inc., Boston, MA, a
consulting firm specializing in microeconomics, regulatory economics and labor
economics, since 1978.

Richard B. Osterberg-Trustee-84 State Street, Boston, Massachusetts
02109. He is 53. Member of the law firm of Weston, Patrick, Willard & Redding,
Boston, MA since 1978.

*Lawrence G. Kirshbaum-Trustee and Chief Financial Officer-1 World
Financial Center, New York, New York 10281. He is 55. Chief Financial Officer
and Executive Vice President of Freedom Securities Corporation since 1992.
Director of Tucker Anthony Incorporated, Sutro & Co. Incorporated, John Hancock
Clearing Corporation and the Adviser since 1992. Chairman of Prescott, Ball &
Turben, Inc., Cleveland, Ohio, from 1987-1990. Chief Financial Officer of
Prescott, Ball & Turben, Inc. from 1982-1987.

William H. Darling -Trustee - 294 Washington Street, Suite 310, Boston,
Massachusetts 02108. He is 48. President, W.H. Darling & Co., Inc., managing
corporate general partner to a coal land lessor, since 1994. Partner of Sagamore
Partners, which provides trustee services to family and related trusts, since
1993. Certified Public Accountant, William A. Darling, CPA since 1982.

John R. Haack - Trustee - 311 Commonwealth Avenue #81, Boston,
Massachusetts 02115. He is 55. Vice President of Operations, Reliable
Transaction Processing, 1995 to present. Major General, Assistant to the
Commander in Chief, U.S. Space Command, 1993 to 1995. General Manager, Unilect
Industries, which is an electrical component manufacturer, 1993 to 1994.
Brigadier General, Commander of 102nd Fighter Interceptor Wing, U.S. Air Force
and Air National Guard, 1986 to 1993.

Laurence R. Veator, Jr. - Trustee - 8 Cove Way, Rust Island,
Gloucester, Massachusetts 01930. He is 64. Currently retired. Formerly,
President, Pacific/Interamerican Divisions of Grace Specialty Chemicals Co. from
1975 to 1987.

John J. Danello-President and Secretary-President of the Adviser since
February 1996, Chief Operating Officer of the Adviser since February 1994 and
Managing Director, Clerk and General Counsel since November 1986. He is 42.
President and Director since February 1989 and Clerk since February 1987 of
Freedom Distributors Corporation. Prior to November 1986, Mr. Danello was
associated with the law firm of Goodwin, Procter & Hoar.

Darlene F. Rego-Treasurer-Vice President of the Adviser since February
1995 and Assistant Vice President since December 1992. She is 34. Assistant
Treasurer of the Trusts from July 1987 until December 1992.

Mary Jeanne Currie-Vice President-Vice President of the Adviser since
February 1983. She is 49.

Paul F. Marandett-Vice President-Vice President of the Adviser since
1990. He is 55. From 1980 to 1990, Mr. Marandett was vice president with the
Bank of Boston.

Maureen M. Renzi-Assistant Secretary-Assistant Vice President of the
Adviser since February 1995 and Assistant Clerk and Compliance Officer since
July 1992. She is 33. Vice President of Freedom Distributors Corporation since
February 1995. Paralegal at New England Securities from March 1989 to July 1992.

- ---------------
* Trustee may be deemed to be an "interested person" of the Trust as defined
in the Investment Company Act of 1940.

17
<PAGE> 92
Messrs. Dodge, Danello, Kirshbaum, Marandett and McCarthy and
Mesdames Currie, Rego and Renzi are all officers of the Adviser as well as of
the Trust.

During the last fiscal year of the Trust, the Trustees were compensated
as follows:
<TABLE>
<CAPTION>

Aggregate Total
Compensation Compensation
Name of From the California from Fund Complex
Trustee Tax Exempt Money Fund Paid to Trustees (a)
------- --------------------- --------------------
<S> <C> <C>
Dexter A. Dodge $ 0 $ 0
Richard A. Farrell 3,341 25,500
Ernest T. Kendall 2,341 21,500
Richard B. Osterberg 3,341 25,500
Lawrence G. Kirshbaum 0 0
William H. Darling 1,066 14,000
John R. Haack 1,066 14,000
Laurence R. Veator, Jr. 1,066 14,000

</TABLE>

(a) Includes compensation from the Freedom Tax Exempt Money Fund, Freedom
Government Securities Fund, Freedom Cash Management Fund, California
Tax Exempt Money Fund and the FundManager Portfolios. The Trust does
not provide any pension or retirement benefits for the Trustees.

Although the nominees of the Fund may at times be the record holders of
in excess of 5% of shares of the Fund by virtue of holding shares in "street
name," to the knowledge of the Trust, no person owns beneficially 5% or more of
the shares of the Fund. As of January 31, 1998, the officers and Trustees of the
Trust as a group own less than 1% of the outstanding shares of the Fund.

THE INVESTMENT ADVISER

The investment adviser for the Fund is Freedom Capital Management
Corporation, a Massachusetts corporation (the "Adviser"), with offices at One
Beacon Street, Boston, Massachusetts. The Adviser is a registered investment
advisory firm which maintains a large securities research department, the
efforts of which will be made available to the Fund.

The Adviser is an indirect, wholly-owned subsidiary of JHFSC
Acquisition Corp., a Delaware corporation. JHFSC Acquisition Corp.
is located at One Beacon Street, Boston, Massachusetts 02108. JHFSC Acquisition
Corp. is owned by an investor group which includes certain members of management
and employees of Freedom Securities and its subsidiaries, including the Adviser
(the "Employee Shareholders")(32.2%), Thomas H. Lee Equity Fund III., L.P.
(49.99%), SCP Private Equity Partners, L.P. (13.0%) and John Hancock
Subsidiaries, Inc. (4.9%).

Thomas H. Lee Equity Fund III, L.P. is a Massachusetts limited
partnership. The general partner of Thomas H. Lee Equity Fund III, L.P. is THL
Equity Advisors III Limited Partnership, a Massachusetts limited partnership.
The general partner of THL Equity Advisors III Limited Partnership is THL Equity
Trust III, a Massachusetts business trust. The sole beneficial owner of THL
Equity Trust III is Thomas H. Lee. The address of Thomas H. Lee Equity Fund III,
L.P., THL Equity Advisors III Limited Partnership and THL Equity Trust III is 75
State Street, Boston, Massachusetts 02109.

SCP Private Equity Partners, L.P. is a Delaware limited partnership.
The general partner of SCP Private Equity Partners, L.P. is SCP Private Equity
Management, L.P., a Delaware limited partnership. The interests of SCP Private
Equity Management, L.P. are divided equally among its three general partners:
Safeguard Capital Management, Inc. (which is a wholly owned subsidiary of
Safeguard Scientifics, Inc., a publicly held company), Winston J. Churchill and
Samuel A. Plum. The address of SCP Private Equity Partners, L.P., SCP Private
Equity Management, L.P., Safeguard Capital Management, Inc., Winston J.
Churchill and Samuel A. Plum is 435 Devon Park Drive, Wayne, Pennsylvania 19087.

John Hancock Subsidiaries, Inc. is an indirect subsidiary of John
Hancock Mutual Life Insurance Company. The address of John Hancock Subsidiaries,
Inc. is 101 Huntington Avenue, Boston, Massachusetts 02199-7603.

Freedom Distributors Corporation ("Freedom" or the "Distributor")
serves as distributor and principal underwriter for the Fund pursuant to a
distribution agreement with the Trust. Freedom, established in 1987, is a
wholly-owned subsidiary of the Adviser. Sutro & Co. Incorporated and Tucker

18
<PAGE> 93
Anthony Incorporated, brokerage firms which are members of the New York Stock
Exchange, are also distributors for the Fund and indirect subsidiaries of JHFSC
Acquisition Corp.

Pursuant to an investment advisory agreement dated as of November 29,
1996 (the "Advisory Agreement") between the Trust and the Adviser, the Adviser
agreed to act as investment adviser and manager to the Fund. As manager and
investment adviser, the Adviser will: (a) furnish continuously an investment
program for the Fund and determine, subject to the overall supervision and
review of the Board of Trustees, which investments should be purchased, held,
sold or exchanged, (b) provide supervision over all aspects of the Fund's
operations except those which are delegated to a custodian, transfer agent or
other agent, and (c) provide the Trust with such executive, administrative and
clerical personnel, officers and equipment as are deemed necessary for the
conduct of the business of the Trust.

The Fund bears all costs of its organization and operation, including
expenses of preparing, printing and mailing all shareholders' reports, notices,
prospectuses (except that the expense of printing and mailing prospectuses used
for promotional purposes will not be borne by the Fund), proxy statements and
reports to regulatory agencies; expenses relating to the issuance, registration
and qualification of shares of the Fund; government fees; interest charges;
expenses of furnishing to shareholders their account statements; taxes; expenses
of redeeming shares; brokerage and other expenses connected with the execution
of portfolio securities transactions; fees and expenses of the Trust's
custodian, including those for keeping books and accounts and calculating the
net asset value of shares of the Fund; fees and expenses of its independent
accountants, legal counsel, transfer agent and dividend disbursing agent; the
compensation and expenses of its Trustees who are not otherwise affiliated with
the Trust, the Adviser or John Hancock or any of their affiliates; expenses of
trustees' and shareholders' meetings; trade association memberships; insurance
premiums; and any extraordinary expenses.

The Advisory Agreement was approved by the outstanding shareholders of
the Fund at a meeting held on December 16, 1996. The Advisory Agreement for the
Trust was approved on October 3, 1996 by all of the Trustees, including all of
the Trustees who are not parties to the Advisory Agreement or "interested
persons" (as defined in the 1940 Act) of any such party. The Advisory Agreement
will continue in effect from year to year, provided that its continuance is
approved annually both (i) by the holders of a majority of the outstanding
voting securities of each Fund or by the Board of Trustees, and (ii) by a
majority of the Trustees who are not parties to the Advisory Agreement or
"interested persons" of any such party. The Advisory Agreement may be terminated
on 60 days written notice by either party and will terminate automatically if it
is assigned.

Mr. Osterberg, a Trustee of the Trust, is a member of the law firm of
Weston, Patrick, Willard & Redding, which has retained the Adviser from time to
time to provide investment advisory consulting services for clients of such
firm.

19
<PAGE> 94
For the fiscal year ended December 31, 1995, the Fund incurred
investment advisory fees in the amount of $434,998. During the fiscal year ended
December 31, 1994, the Adviser waived $152,510 of that amount.

For the fiscal year ended December 31, 1996, the Fund incurred
investment advisory fees in the amount of $528,064. During the fiscal year ended
December 31, 1995, the Adviser waived $158,420 of that amount.

For the fiscal year ended December 31, 1997, the Fund incurred
investment advisory fees in the amount of $556,289. During the fiscal year ended
December 31, 1996, the Advisor waived $116,330 of that amount.

DISTRIBUTION OF SHARES OF THE FUND

The Trust has entered into a Distribution Agreement with Freedom
Distributors Corporation, Tucker Anthony Incorporated and Sutro & Co.
Incorporated (the "Distributors") whereby the Distributors act as exclusive
selling agents of the Fund selling shares of the Fund on a "best efforts" basis.
Although the Distributors distribute shares of the Fund on a continuous basis,
shares may also be purchased directly from the Fund. No underwriting commissions
or discounts are paid to the Distributors in connection with their distribution
of shares of the Fund.

CUSTODIAN

All cash and securities of the Fund are held by State Street Bank and
Trust Company, 225 Franklin Street, Boston, Massachusetts 02106, as custodian.

FINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
serves as the Trust's independent accountants, providing audit services,
including review and consultation, in connection with various filings by the
Trust with the Securities and Exchange Commission and tax authorities.

The financial statements and the report of the independent accountants
with respect to the Fund for the fiscal year ended December 31, 1997 are
included in the Fund's Prospectus.

20
<PAGE> 95
INFORMATION ABOUT SECURITIES RATINGS
OF NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS ("NRSROs")

Debt Security Ratings, Including Municipal Bonds

MOODY'S INVESTORS SERVICE, INC. Aaa--the "best quality." Aa--"high
quality by all standards", but margins of protection or other elements make
long-term risks appear somewhat larger than Aaa rated municipal bonds.

STANDARD & POOR'S CORPORATION. AAA--"obligations of the highest
quality." AA--issues with investment characteristics "only slightly less marked
than those of the prime quality issues."

Municipal Bonds

MOODY'S INVESTORS SERVICE, INC. ("Moody's")

Aaa: Municipal 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 edge." 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: Municipal 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, fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A: Municipal bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

Baa: Bonds which are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

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

STANDARD & POOR'S CORPORATION ("S&P")

AAA: Municipal bonds rated AAA are highest grade obligations. They
possess the ultimate degree of protection as to principal and interest. In the
market they move with interest rates and hence provide the maximum safety on all
counts.

AA: Municipal bonds rated AA also qualify as high-grade obligations,
and in the majority of instances differ from AAA issues only in small degree.
Here, too, prices move with the long-term money market.

A: Municipal bonds rated A are regarded as upper medium grade. They
have considerable investment strength but are not entirely free from adverse
effects of changes in economic and trade conditions. Interest and

21
<PAGE> 96

principal are regarded as safe. They predominantly reflect money rates in their
market behavior, but also to some extent, economic conditions.

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

Municipal Notes

MOODY's

Moody's ratings for state and municipal and other short-term
obligations will be designated Moody's Investment Grade ("MIG"). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in long-term borrowing risk are of lesser importance in the
short run. Symbols used will be as follows:

MIG-1 - Notes are of the best quality enjoying strong protection from
established cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both.

MIG-2 - Notes are of high quality, with margins of protection ample, although
not so large as in the preceding group.

MIG-3 - Notes are of favorable quality, with all security elements accounted
for, but lacking the undeniable strength of the preceding grades. Market access
for refinancing, in particular, is likely to be less well established.

MIG-4 - Notes are of adequate quality, carrying specific risk but having
protection commonly regarded as required of an investment security and not
distinctly or predominantly speculative.

S&P's

SP-1 - Issues carrying this designation have a very strong or strong capacity to
pay principal and interest. Issues determined to possess overwhelming safety
characteristics will be given a "plus" (+) designation.

SP-2 - Issues carrying this designation have a satisfactory capacity to pay
principal and interest.

Commercial Paper

MOODY's

Moody's Commercial Paper ratings, which are also applicable to
municipal paper investments permitted to be made by the Fund, are opinions of
the ability of issuers to repay punctually their promissory obligations not
having an original maturity in excess of nine months. Moody's employs the
following designations, all judged to be investment grade, to indicate the
relative repayment capacity of rated issuers:

P-1 (Prime-1): Superior capacity for repayment.

P-2 (Prime-2): Strong capacity for repayment.

22
<PAGE> 97

S&P's

S&P's ratings are a current assessment of the likelihood of timely
payment of debt having an original maturity of no more than 365 days. Ratings
are graded into four categories, ranging from "A" for the highest quality
obligations to "D" for the lowest. Issues within the "A" category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety, as
follows:

A-1: This designation indicates the degree of safety regarding timely payment is
very strong. A "plus" (+) designation indicates an even stronger likelihood of
timely payment.

A-2: Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as overwhelming as for issues
designated A-1.

A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.

IBCA LIMITED/IBCA INC.

Short-term obligations, including commercial paper, rated A-1+ by IBCA
Limited or its affiliate IBCA Inc. are obligations supported by the highest
capacity for timely repayment. Obligations rated A-1 have a very strong capacity
for timely repayment. Obligations rated A-2 have a strong capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic or financial conditions.

FITCH INVESTORS SERVICES, INC.

Fitch Investors Services, Inc. employs the rating F-1+ to indicate
issues regarded as having the strongest degree of assurance for timely payment.
The rating F-1 reflects an assurance of timely payment only slightly less in
degree than issues rated F-1+, while the rating F-2 indicates a satisfactory
degree of assurance for timely payment, although the margin of safety is not as
great as indicated by the F-1+ and F-1 categories.

DUFF & PHELPS INC.

Duff & Phelps Inc. employs the designation of Duff 1 with respect to
top grade commercial paper and bank money instruments. Duff 1+ indicates the
highest certainty of timely payment: Short-term liquidity is clearly
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations. Duff 1- indicates high certainty of time payment. Duff 2 indicates
good certainty of timely payment: liquidity factors and company fundamentals are
sound.

THOMSON BANKWATCH, INC. ("BANKWATCH")

BankWatch will assign both short-term debt ratings and issuer ratings
to the issuers it rates. BankWatch will assign a short-term rating ("TBW-1,"
"TBW-2," "TBW-3," or "TBW-4") to each class of debt (e.g., commercial paper or
non-convertible debt), having a maturity of one year or less, issued by a
holding company structure or an entity within the holding company structure that
is rated by BankWatch. Additionally, BankWatch will assign an issuer rating
("A," A/B," "B," "B/C, "C," "C/D," "D," "D/E," and "E") to each issuer that it
rates.

Note: Certain NRSROs utilize rankings within rating categories
indicated by a + or -. The Fund, in accordance with industry practice,
recognizes such rankings with categories as graduations, viewing for example
S&P's rating of A-1+ and A-1 as being in S&P's highest rating category.

23
<PAGE> 98
STATEMENT OF ADDITIONAL INFORMATION

FREEDOM MUTUAL FUND
Freedom Cash Management Fund
Freedom Government Securities Fund

FREEDOM GROUP OF TAX EXEMPT FUNDS
Freedom Tax Exempt Money Fund
(The "Funds")

This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Funds' Prospectus dated February 27, 1998, which
may be obtained at no charge from Freedom Distributors Corporation, One Beacon
Street, Boston, Massachusetts 02108. Unless otherwise defined herein,
capitalized terms have the meanings given to them in the Prospectus.

The date of this Statement of Additional Information is February 27,
1998.

<PAGE> 99

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Page

<S> <C>
GENERAL INFORMATION...............................................................................................1

INVESTORS FOR WHOM THE TRUSTS ARE DESIGNED........................................................................2

INVESTMENT OBJECTIVES AND POLICIES................................................................................2
Additional Information on Investments - Mutual Fund Only.....................................................2
Additional Information on Investments - Tax Exempt Money Fund Only...........................................4
Special Types of Municipal Securities - Tax Exempt Money Fund Only...........................................6
Temporary Taxable Investments - Tax Exempt Money Fund Only...................................................7
Risk Considerations..........................................................................................8

INVESTMENT RESTRICTIONS...........................................................................................8
Cash Management Fund and Government Securities Fund..........................................................8
Tax Exempt Money Fund.......................................................................................10

PORTFOLIO TRANSACTIONS...........................................................................................12

CURRENT YIELD....................................................................................................12
Yield Information...........................................................................................13

ADDITIONAL INFORMATION ON REDEMPTION.............................................................................13

NET ASSET VALUE..................................................................................................13

ADDITIONAL INFORMATION ON TAXES..................................................................................15
Cash Management Fund and Government Securities Fund.........................................................15
Tax Exempt Money Fund.......................................................................................16

MANAGEMENT OF THE TRUSTS.........................................................................................17

THE INVESTMENT ADVISER...........................................................................................19

DISTRIBUTION OF SHARES OF THE TRUSTS.............................................................................20

CUSTODIAN........................................................................................................20

FINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANTS.................................................................21

INFORMATION ABOUT SECURITIES RATINGS OF NATIONALLY
RECOGNIZED STATISTICAL RATING ORGANIZATIONS ("NRSROs").....................................................22

</TABLE>

<PAGE> 100

GENERAL INFORMATION

Freedom Mutual Fund and Freedom Group of Tax Exempt Funds are open-end
management investment companies organized as Massachusetts business trusts on
December 22, 1980 and June 1, 1982, respectively. Freedom Mutual Fund (the
"Mutual Fund") has two series, Freedom Cash Management Fund (the "Cash
Management Fund") and Freedom Government Securities Fund (the "Government
Securities Fund"). Freedom Group of Tax Exempt Funds (individually the "Tax
Exempt Trust" and collectively with the Mutual Fund the "Trusts") currently has
two series, Freedom Tax Exempt Money Fund (the "Tax Exempt Money Fund") and
Freedom California Tax Exempt Money Fund, which is described in a separate
prospectus and statement of additional information. Each of the Cash Management
Fund and the Government Securities Fund seeks to obtain as high a rate of
current income from investments in specified short-term money market instruments
as is consistent with maintaining liquidity and preservation of capital. The Tax
Exempt Money Fund seeks to obtain as high a rate of current income exempt from
federal income taxes as is consistent with the maintenance of liquidity and
preservation of capital by investing primarily in specified tax exempt,
short-term money market instruments.

The assets received by the Trusts from the issue and sale of shares of
each Fund, and all income, earnings, profits and proceeds thereof, subject only
to the rights of creditors, are especially allocated to that Fund and constitute
the underlying assets of such Fund. The underlying assets of each Fund are
required to be segregated on the books of account and are to be charged with the
expenses in respect to that Fund and with a share of the general expenses of the
Trust. Any general expenses of the Trust not readily identifiable as belonging
to a particular Fund shall be allocated by or under the direction of the
Trustees in such manner as the Trustees determine to be fair and equitable,
taking into consideration, among other things, the nature and type of expense
and the relative sizes of the Funds.

Each share of a Fund has equal dividend, redemption and liquidation
rights with other shares of that Fund and when issued is fully paid and
nonassessable by the Trusts. Under the Trusts' Master Trust Agreements, no
annual or regular meeting of shareholders is required. Thus, there will
ordinarily be no annual shareholder meetings, unless otherwise required by the
Investment Company Act of 1940 (the "1940 Act"). The Trusts called a meeting of
shareholders on December 16, 1996 at which time shareholders elected the Board
of Trustees. Thereafter, the Trustees are a self-perpetuating body until fewer
than 50% of the Trustees serving as such are Trustees who were elected by
shareholders. At that time another meeting of shareholders will be called to
elect Trustees. On any matter submitted to the shareholders for a vote, the
holder of each share of a Fund is entitled to one vote per share (with
proportionate voting for fractional shares) regardless of the relative net asset
value thereof. Shareholders of a Fund are not entitled to vote on any matter
which does not affect that Fund but which requires a separate vote of another
Fund. Under the Master Trust Agreements, any Trustee may be removed by vote of
two-thirds of the outstanding Trust shares, and holders of ten percent or more
of the outstanding shares of a Trust can require Trustees to call a meeting of
shareholders for purposes of voting on the removal of one or more Trustees. The
Master Trust Agreements also provide that if ten or more shareholders who have
been such for at least six months and who hold in the aggregate shares with a
net asset value of at least $25,000 inform the Trustees that they wish to
communicate with other shareholders, the Trustees will either give such
shareholders access to the shareholder lists or inform them of the cost involved
if the Trusts forward materials to the shareholders on their behalf. If the
Trustees object to mailing such materials, they must inform the Securities and
Exchange Commission and thereafter comply with the requirements of the 1940 Act.

Shares have no preemptive or subscription rights and are fully
transferable. There are no conversion rights.

<PAGE> 101
INVESTORS FOR WHOM THE TRUSTS ARE DESIGNED

The following information supplements the discussion of the Funds'
investment objectives and policies in the Prospectus of the Funds.

The Funds offer the economic advantages of block purchases of
securities and diversification. Securities and instruments of the types in which
the Funds invest are not generally available in denominations of less than
$100,000, and in many cases the minimum denominations are substantially higher.
Typically, higher yields are not available unless money market instruments are
bought directly from issuers in amounts of $1,000,000 or more. The Funds also
offer investors the opportunity to participate in a more diversified selection
of short-term securities than the size of each investor's own portfolio might
otherwise permit.

Investment in the Funds may also relieve the investor of several
administrative burdens usually associated with the direct purchase of money
market instruments, such as coordinating maturities and reinvestments,
safekeeping of securities, surveying the market for the best price at which to
buy and/or sell and maintaining separate principal and income records.
Furthermore, purchasers electing and complying with the procedures for expedited
redemption have the convenience, if a redemption order is received before 12:00
noon, New York time, on a business day on which the New York Stock Exchange is
open for regular trading, of having the proceeds from the redemption of their
shares remitted to their bank account at a member bank of the Federal Reserve
System by Federal Funds wire for use on the same business day, provided that the
federal wire system is open. In addition, shareholders availing themselves of
the Trust's check redemption program have the convenience of making redemptions
merely by writing a check. See "How to Redeem Shares" in the Prospectus. All
such advantages, however, will be reduced to the extent of the expenses and
losses of the Fund in which you invest (including losses from portfolio
transactions or from defaults, if any, in payments of interest or principal by
issuers).

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of the Funds'
investment objectives and policies discussed in the Prospectus. The policies
described below in this section are not fundamental and may be changed upon
notice to the shareholders.

Additional Information on Investments - Mutual Fund Only

The Cash Management Fund may invest in all categories of investments
described below, whereas the Government Securities Fund may invest only in U.S.
Treasury securities, U.S. Government agency securities and repurchase agreements
with respect to which the underlying securities are in those two categories.

U.S. Treasury Securities: Either Fund may invest in the various types
of marketable securities issued by the U.S. Treasury, which consist of bills,
notes and bonds. Such securities are direct obligations of the United States
Government and differ mainly from each other in the length of their maturity.
Treasury bills, the most frequently issued marketable government security, have
a maturity of up to one year and are issued on a discount basis.

U.S. Government Agency Securities: Either Fund may invest in U.S.
Government agency securities, which are obligations guaranteed as to principal
and interest by an agency or instrumentality of the U.S. Government. Some U.S.
Government agency securities, such as Government National Mortgage Association
pass-through certificates, are backed by the full faith and credit of the
United States Treasury; others, such as securities of Federal Home Loan Banks,
by the right of the issuer to borrow from the Treasury; still others, such as
bonds issued by Federal National Mortgage Association, a private corporation,
are supported only by the credit of the instrumentality. The Government
Securities Fund will not invest in the securities issued by the Federal National
Mortgage Association or any other

<PAGE> 102
instrumentality where the bonds are supported only by the credit of that
instrumentality. Subject to the foregoing, the Funds may invest in all types of
U.S. Government agency securities currently outstanding or issued in the future.

Domestic and Foreign Issuers. The Cash Management Fund may invest in
U.S. dollar-denominated time deposits, certificates of deposit, bankers'
acceptances of U.S. banks and their branches located outside of the U.S., U.S.
branches and agencies of foreign banks, and foreign branches of foreign banks.
The Cash Management Fund may also invest in U.S. dollar-denominated securities
issued or guaranteed by other U.S. or foreign issuers, including U.S. and
foreign corporations or other business organizations, foreign governments,
foreign government agencies or instrumentalities, and U.S. and foreign financial
institutions, including savings and loan institutions, insurance companies,
mortgage bankers, and real estate investment trusts, as well as banks. These
short-term instruments may include obligations bearing fixed, floating or
variable interest rates.

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits which may be held by the Cash Management Fund will not benefit from
insurance from the Bank Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation. Bankers' acceptances
are credit instruments evidencing the obligation of a bank to pay a draft drawn
on it by a customer. These instruments reflect the obligation both of the bank
and of the drawer to pay the face amount of the instrument upon maturity.
Certificates of deposit are interest-bearing negotiable certificates issued by
banks or financial institutions against funds deposited in the issuing
institution.

The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by governmental regulation.
Payment of interest and principal on these obligations may also be affected by
governmental action in the country of domicile of the branch (generally referred
to as sovereign risk). In addition, evidences of ownership of portfolio
securities may be held outside of the U.S. and the Cash Management Fund may be
subject to the risks associated with the holding of such property overseas.
Various provisions of federal law governing the establishment and operation of
U.S. branches do not apply to foreign branches of U.S. banks.

Obligations of U.S. branches and agencies of foreign banks may be
general obligations of the parent bank in addition to the issuing branch, or may
be limited by the terms of a specific obligation and by federal and state
regulation as well as by governmental action in the country in which the foreign
bank has its head office.

Obligations of foreign issuers involve certain additional risks. These
risks may include future unfavorable political and economic developments,
withholding taxes, seizures of foreign deposits, currency controls, interest
limitations, or other governmental restrictions that might affect payment of
principal or interest. Additionally, there may be less public information
available about foreign banks and their branches. Foreign issuers may be subject
to less governmental regulation and supervision than U.S. issuers. Foreign
issuers also generally are not bound by uniform accounting, auditing and
financial reporting requirements comparable to those applicable to U.S. issuers.

Variable and Floating Rate Instruments. The Cash Management Fund may
invest in ceratin variable rate instruments (where the coupon interest rate
adjusts on set dates) or floating rate instruments (where the coupon interest
rate adjusts whenever a specific interest rate changes). The Fund may invest,
subject to various conditions, in any variable or floating rate instrument that
is scheduled to mature in more than 397 days if the Fund has certain demand
rights to sell the instrument. For the purposes of qualifying the Fund as a
money market fund, which includes complying with Rule 2a-7 under the Investment
Company Act of 1940, each such long-term variable rate instrument shall be
deemed to have a maturity equal to the longer of the period remaining until the
next readjustment of the interest rate or until the principal amount can be
recovered through demand, and each such long-term floating rate instrument shall
be deemed to have a maturity equal to the period remaining until the principal
amount can be recovered through demand. The Cash Management Fund also may
invest, subject to various conditions, in variable or floating rate securities
where the principal amount of each such security is unconditionally to be paid
in full in 397 days or less. For the purposes of qualifying as a money market
fund, the maturity of each such short-term variable rate instrument shall be
deemed to be the earlier of the period remaining until the next adjustment of
the interest rate or until the principal amount can be recovered through demand,
and the maturity of each such short-term floating rate security shall be deemed
to be one day. Any variable or floating rate instrument in which the Cash
Management Fund may invest must be reasonably expected to have a market value
that approximates its amortized cost and all are subject to other conditions
specified in Rule 2a-7.

<PAGE> 103

Repurchase Agreements. Both Funds may invest in securities subject to
repurchase agreements with any member bank of the Federal Reserve System or
primary dealer in U.S. Government securities. A repurchase agreement is
characterized as an agreement under which the purchaser (i.e., the Fund)
acquires the obligation (debt security) and the seller agrees, at the time of
the sale, to repurchase the obligation at a mutually agreed upon time and price,
thereby determining the yield during the purchaser's holding period. This
results in a fixed rate of return insulated from market fluctuations during such
period. The underlying securities will only consist of U.S. Treasury or
Government agency securities in the case of the Government Securities Fund, and
those securities plus certificates of deposit, commercial paper or bankers'
acceptances in the case of the Cash Management Fund. Repurchase agreements will
be entered into with primary dealers for periods not to exceed seven days. Each
repurchase agreement will be fully collateralized with respect to both principal
and interest for the entire term of the agreement. Upon payment, possession of
all of the underlying collateral will be transferred to an agent of a Fund for
the term of the agreement. If a particular bank or securities dealer defaults on
its obligation to repurchase the underlying security as required by the terms of
a repurchase agreement, a Fund will incur a loss to the extent that the proceeds
it receives in the sale of collateral are less than the repurchase price of the
security. In addition, should the defaulting securities dealer or bank file for
bankruptcy, a Fund could incur certain costs in establishing that it is entitled
to dispose of the collateral and its realization on the collateral may be
delayed or limited.

Additional Information on Investments - Tax Exempt Money Fund Only

Following purchase by the Tax Exempt Money Fund, a Municipal Security
(as defined in the Prospectus) may cease to be rated or its rating may be
reduced below the minimum required for purchase by the Tax Exempt Money Fund.
Neither event requires a sale of such security by the Fund, although Freedom
Capital Management Corporation (the "Adviser") will consider such event to be
relevant in determining whether the Fund should continue to hold such security
in its portfolio. If the rating accorded by a Nationally Recognized Statistical
Rating Organization ("NRSRO") for Municipal Securities changes due to changes in
the rating systems, the Fund will attempt to use comparable ratings as standards
for investments in accordance with the investment policies contained herein.

The two principal classifications of Municipal Securities are
"municipal notes" and "municipal bonds."

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

2. Revenue Anticipation Notes. Revenue anticipation notes are issued in
expectation of receipt of other types of revenue, such as revenues available
under federal revenue sharing programs.

4. Construction Loan Notes. Construction loan notes are sold to provide
construction financing. After successful completion and acceptance, many
projects receive permanent financing through the Federal Housing Administration
under "Fannie Mae" (the Federal National Mortgage Association) or "Ginnie Mae"
(the Government National Mortgage Association).

<PAGE> 104

2. Revenue Bonds. Revenue bonds fund two sorts of projects,
publicly-operated facilities ("revenue bonds") and privately-operated facilities
("industrial development bonds").

(a) Revenue Bonds. The principal security for a revenue bond
is generally the net revenues derived from a particular facility, group of
facilities, or, in some cases, the proceeds of a special excise or other
specific revenue source. Revenue bonds are issued to finance a wide variety of
capital projects including: electric, gas, waste and sewer systems; highways,
bridges and tunnels; port and airport facilities; colleges and universities; and
hospitals. Although the principal security behind these bonds may vary, many
provide additional security in the form of a debt service reserve fund whose
money may 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 mortgages, rent subsidized and/or
collateralized mortgages, and/or the net revenues from housing or other public
projects. 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.

(b) Industrial Development Bonds. Industrial development
bonds, which are considered municipal bonds if the interest paid thereon is
exempt from federal income tax, are issued by or on behalf of public authorities
to raise money to finance various privately-operated facilities for business and
manufacturing, housing, sports, and pollution control. These bonds are also used
to finance privately-operated public facilities such as airports, mass transit
systems, ports, and parking. The payment of the principal and interest on such
bonds is dependent solely on the ability of the facility's user to meet its
financial obligations and the pledge, if any, of real and personal property so
financed as security for such payment.

There are also other types of Municipal Securities that are, or may
become, available which are similar to the foregoing municipal notes and
municipal bonds. Municipal Securities are sometimes supported by an irrevocable,
unconditional external agreement (normally a bank letter of credit) from a bank
whose own securities are of high quality in order to improve the credit rating
of the Municipal Security. Such external agreement may be issued by a foreign
bank.

For the purpose of the Tax Exempt Money Fund's investment restrictions
set forth beginning on page 10, the identification of the "issuer" of Municipal
Securities which are not general obligation bonds is made by the Adviser on the
basis of the characteristics of the obligation as described above, the most
significant of which is the source of funds for the payment of principal and
interest on such securities. In the case of industrial development bonds, the
"issuer" is the user of the facility, which is usually a non-governmental
entity.

Obligations of issuers of Municipal Securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code. In addition, the

<PAGE> 105

obligations of such issuers may become subject to laws enacted in the future by
Congress, state legislatures, or referenda extending the time for payment of
principal and/or interest, or imposing other constraints upon enforcement of
such obligations or upon municipalities to levy taxes. There is also the
possibility that, as a result of litigation or other conditions, the power or
ability of any issuer to pay, when due, the principal of and interest on its
Municipal Securities may be materially affected. The Tax Exempt Money Fund may
invest more than 25% of its total assets in Municipal Securities the interest
upon which is paid from revenues of similar types of projects. There could be
economic, business or political developments which might affect all Municipal
Securities of a similar type. However, the Tax Exempt Money Fund believes that
the most important consideration affecting credit risk is the quality of
particular issues of Municipal Securities, rather than factors affecting all, or
broad classes of, Municipal Securities.

Special Types of Municipal Securities - Tax Exempt Money Fund Only

In addition to the general types of Municipal Securities discussed
above, the Tax Exempt Money Fund may invest in the following Municipal
Securities.

When-Issued Securities. Municipal Securities are frequently offered on
a "when-issued" basis. When so offered, the price, which is generally expressed
in yield terms, is fixed at the time the commitment to purchase is made, but
delivery and payment for the when-issued securities take place at a later date.
Normally, the settlement date occurs within one month of the purchase of
municipal notes; during the period between purchase and settlement, no payment
is made by the Tax Exempt Money Fund to the issuer and no interest accrues to
the Fund. To the extent that assets of the Fund are not invested prior to the
settlement of a purchase of securities, the Fund will earn no income. It is the
Fund's intention, however, to be fully invested to the extent practicable,
subject to the policies stated above. While when-issued securities may be sold
prior to the settlement date, the Fund intends to purchase such securities with
the purpose of actually acquiring them unless a sale appears desirable for
investment reasons. At the time the Fund makes the commitment to purchase a
Municipal Security on a when-issued basis, it will record the transaction and
reflect the value of the security in determining its net asset value.

In accordance with Securities and Exchange Commission policy, whenever
the Tax Exempt Money Fund agrees to purchase securities on a when-issued basis,
its custodian will set aside cash or portfolio securities equal to the amount of
the commitment in a separate account. If necessary, additional assets will be
placed in the account daily so that the value of the account will equal the
amount of the Fund's purchase commitment. When the time comes to pay for
when-issued securities, the Fund will meet its obligations from the then-
available cash flow, sale of securities held in the separate account, cash held
in the separate account or otherwise, sale of other securities or, although it
would not normally expect to do so, from the sale of the when-issued securities
themselves (which may have a value greater or less than the Fund's payment
obligations). To the extent that the Fund sets aside portfolio securities to
satisfy its purchase commitment for when-issued securities, there will be a
greater possibility of fluctuation in market value of the Fund's shares (see
"Pricing of Our Shares" in the Prospectus) than if the Fund were to set aside
cash. The Fund does not intend to purchase when-issued securities for
speculative purposes, but only in furtherance of its investment objectives.

Variable and Floating Rate Instruments. The Tax Exempt Money Fund may
invest in certain variable rate instruments (where the coupon interest rate
adjusts on set dates) or floating rate instruments (where the coupon interest
rate adjusts whenever a specific interest rate changes). The Fund may invest,
subject to various conditions, in any variable or floating rate instrument that
is scheduled to mature in more than 397 days if the Fund has certain demand
rights to sell the instrument. For the purposes of qualifying the Fund as a
money market fund, which includes complying with Rule 2a-7 under the Investment
Company Act of 1940, each such long-term variable rate instrument shall be
deemed to have a maturity equal to the longer of the period remaining until the
next readjustment of the interest rate or until the principal amount can be
recovered through demand, and each such long-term floating rate instrument shall
be deemed to have a maturity equal to the period remaining until the principal
amount can be recovered through demand. The Tax Exempt Money Fund also may
invest, subject to various conditions, in variable or floating rate securities
where the principal amount of each such security is unconditionally to be paid
in full in 397 days or less. For the purposes of qualifying as a money market
fund, the maturity of each such short-term variable rate instrument shall be
deemed to be the earlier of the period remaining until the next adjustment of
the interest rate or until the principal amount can be recovered through demand,
and the maturity of each such short-term floating rate security shall be deemed
to be one day. Any variable or floating rate instrument in which the Tax Exempt
Money Fund may invest must be reasonably expected to have a market value that
approximates its amortized cost and all are subject to other conditions
specified in Rule 2a-7.

<PAGE> 106

Temporary Taxable Investments - Tax Exempt Money Fund Only

Although the Tax Exempt Money Fund will be invested primarily in
Municipal Securities, the Fund is authorized to place up to 20% of its net
assets in taxable investments or in cash reserves during normal market
conditions for liquidity reasons. During periods of uncertain market conditions,
the Fund may place more than 20% of its total assets for temporary defensive
purposes in taxable investments or cash reserves. The taxable investments in
which the Fund may invest are:

(b) certificates of deposit, bankers' acceptances and
short-term obligations of domestic branches of U.S. banks with total
assets of $1 billion or more;

(c) commercial paper rated at least A-1 by Standard & Poor's,
Prime-1 by Moody's (or equivalently rated by another NRSRO), or, if
not rated, of equivalent investment quality as determined by the
Adviser;

(d) short-term debt securities of issuers having, at the time
of purchase, a quality rating within one of the two highest rating
categories by Moody's (Aaa or Aa), Standard & Poor's (AAA or AA) or
Fitch (AAA or AA) (or equivalently rated by another NRSRO); and

(e) repurchase agreements with respect to an underlying
security which would otherwise qualify for investment by the Fund.

Temporary taxable investments of up to 20% of total assets may also be
made in anticipation of redemptions, pending investment of proceeds from
subscription for Fund shares or from the sale of portfolio securities, or
because of market conditions or the scarcity of suitable tax exempt securities.
Interest income from such investments will be taxable to shareholders as
ordinary income under federal tax laws. Consequently, the Fund intends to invest
its assets in Municipal Securities to the maximum extent possible and prudent.

Repurchase Agreements. Repurchase agreements maturing in more than
seven days, together with any other illiquid instruments held by the Tax Exempt
Money Fund (excluding restricted securities eligible for resale pursuant to Rule
144A under the Securities Act of 1933, which the Board of Trustees or the
Adviser has determined under Board-approved guidelines are liquid), will not, at
the time entered into, exceed 10% of the net assets of such Fund. Because of
their short maturity, repurchase agreements provide liquidity to the Fund while
allowing the Fund to remain fully or substantially invested. The Fund will only
enter into repurchase agreements of one business day's maturity and only with
broker/dealers with substantial capital or major U.S. banks. Each repurchase
agreement will be fully collateralized with respect to both principal and
interest by U.S. Treasury instruments for the entire term of the agreement. Upon
payment, possession of all underlying collateral will be transferred to an agent
of the Fund for the term of the agreement. If a particular securities dealer or
bank defaults on its obligation to repurchase the underlying

<PAGE> 107

security as required by the terms of a repurchase agreement, the Fund will incur
a loss to the extent that the proceeds it realizes on the sale of the collateral
are less than the repurchase price of the security. In addition, should the
defaulting securities dealer or bank file for bankruptcy, the Fund could incur
certain costs in establishing that it is entitled to dispose of the collateral
and its realization on the collateral may be delayed or limited.

Risk Considerations

There can be no assurance that the Tax Exempt Money Fund will achieve
its investment objectives or be able to maintain its net asset value per share
at $1.00. The price stability and liquidity of the Fund may not be equal to that
of a money market fund which exclusively invests in short-term taxable money
market securities. The taxable money market is a broader and more liquid market
with a greater number of investors, issuers and market makers than the
short-term Municipal Securities market.

Yields on Municipal Securities are dependent on a variety of factors,
including the general conditions of the money market and of the municipal bond
and municipal note market, the size of a particular offering, the maturity of
the obligations and the rating of the issue.

INVESTMENT RESTRICTIONS

Cash Management Fund and Government Securities Fund

The following investment restrictions apply to both the Cash Management
Fund and Government Securities Fund. They may not be changed without a
shareholder vote, shareholders of each Fund voting separately to change
restrictions applying to their Fund. A change requires the affirmative vote of a
majority of a Fund's outstanding shares, which as used in this Statement means
the lesser of (1) 67% of that Fund's outstanding shares present at a meeting at
which the holders of more than 50% of the outstanding shares are present in
person or by proxy, or (2) more than 50% of that Fund's outstanding shares.

With respect to investment restrictions Number 1 through 10 below,
neither Fund may:

1. Purchase securities on margin; sell short; purchase warrants; or
write, purchase, or sell puts, calls, straddles, spreads or combinations
thereof.

2. Borrow money, except from banks for temporary purposes (not for
leveraging or investment) and then in an aggregate amount not in excess of 10%
of the value of that Fund's assets at the time of such borrowing, provided, that
so long as such borrowings exceed 5% of the value of the net assets, that Fund
will not make any investments; or mortgage, pledge or hypothecate any assets
except in connection with any such borrowing and in an aggregate amount not in
excess of the dollar amount borrowed.

3. Act as an underwriter of securities of other issuers.

<PAGE> 108

4. Purchase securities (other than under repurchase agreements of not
more than one week's duration, considering only the remaining days to maturity
of each existing repurchase agreement) for which there exists no readily
available market, or for which there are legal or contractual restrictions on
resale (excluding restricted securities eligible for resale pursuant to Rule
144A under the Securities Act of 1933, and, with regard to the Cash Management
Fund, commercial paper exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, which the Board of Trustees or the Adviser has
determined under Board-approved guidelines are liquid), if as a result of any
such purchase, more than 10% of that Fund's net assets would be invested in such
securities.

5. Purchase any securities if, immediately after such purchase, more
than 25% of the value of that Fund's total assets would be invested in the
securities of one or more issuers conducting their principal business activities
in the same industry, provided that there is no limitation with respect to
investments in U.S. Treasury securities, Government agency securities and bank
obligations. Neither all finance companies as a group nor all utility companies
as a group are considered a single industry for purposes of this restriction.

6. Purchase securities of any one issuer, other than U.S. Treasury
securities or Government agency securities, if immediately after such purchase,
more than 5% of the value of that Fund's total assets would be invested in such
issuer.

7. Acquire more than 10% of any class of securities of an issuer. For
this purpose, all outstanding bonds and other evidences of indebtedness shall be
deemed within a single class regardless of maturities, priorities, coupon rates,
series, designations, conversion rights, security or other differences.

8. Purchase or sell real estate.

9. Purchase or sell commodities or commodity futures contracts, or oil,
gas or mineral exploration or development programs.

10. Make loans, except that a Fund may purchase or hold debt
instruments and may enter into repurchase agreements in accordance with its
investment objective and policies.

11. Issue any class of securities senior to any other class of
securities, except each Fund may purchase when-issued securities as described
under "Investment Objectives and Policies."

12. Each Fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same fundamental
investment objectives, policies and limitations as that Fund.

13. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or reorganization, and
except for purchases of the securities of money market mutual funds.

14. Purchase securities of any issuer for the purpose of exercising
control or management, except in connection with a merger, consolidation,
acquisition or reorganization.

15. Invest more than 5% of either Fund's total assets in securities of
any issuer which, together with its predecessors, has been in continuous
operation less than three years.

16. Purchase or retain the securities of an issuer if those officers or
trustees of the Trust or officers or directors of the Adviser who are also
officers or directors of the issuer and who each own beneficially more than 1/2
of 1% of the securities of that issuer together own more than 5% of the
securities of such issuer.

<PAGE> 109

17. Neither Fund currently intends to invest all of its assets in the
securities of a single open-end management investment company with substantially
the same fundamental investment objectives, policies and limitations as that
Fund.

Tax Exempt Money Fund

The following investment restrictions apply to the Tax Exempt Money
Fund. They may not be changed without a shareholder vote. A change requires the
affirmative vote of a majority of the Fund's outstanding shares, which as used
in this Statement means the lesser of (1) 67% of the Fund's outstanding shares
present at a meeting at which the holders of more than 50% of the outstanding
shares are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding shares. With respect to investment restrictions Number 1 through 12
below, the Fund may not:

1. Purchase securities on margin; sell short; purchase warrants; or
write, purchase, or sell straddles, spreads, or combinations thereof.

2. Borrow money, except from banks for temporary purposes (not for
leveraging or investment) and then in an aggregate amount not in excess of 10%
of the value of the Fund's assets at the time of such borrowing, provided, that
so long as such borrowings exceed 5% of the value of the net assets, the Fund
will not make any investments; or mortgage, pledge or hypothecate any assets
except in connection with any such borrowing and in an aggregate amount not in
excess of the dollar amount borrowed.

3. Act as an underwriter of securities of other issuers, except to the
extent that the purchase of Municipal Securities in accordance with the Fund's
investment objective, policies and limitations may be deemed to be an
underwriting.

5. Purchase any securities if, immediately after such purchase, more
than 25% of the value of the Fund's total assets would be invested in the
securities of one or more issuers conducting their principal business activities
in the same industry, provided that there is no limitation with respect to
investments in general municipal obligations and obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.

6. Purchase securities of any one issuer, other than the U.S.
Government, its agencies and instrumentalities, if immediately after such
purchase more than 5% of the value of the Fund's total assets would be invested
in such issuer.

7. Acquire more than 10% of any class of securities of an issuer,
except securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or securities which are backed by the full faith
and credit of the United States.

<PAGE> 110

8. Purchase or sell real estate, except this shall not prevent the Fund
from investing in Municipal Securities secured by real estate or interests
therein.

9. Purchase or sell commodities or commodity futures contracts, or oil,
gas or mineral exploration or development programs.

10. Make loans, except that the Fund may hold debt instruments and
enter into repurchase agreements in accordance with its investment objectives
and policies.

11. Issue any class of securities senior to any other class of
securities, except that the Fund may purchase when-issued securities as
described under "Investment Objectives and Policies."

12. Invest more than 25% of its total assets within a single state of
the United States or the District of Columbia.

13. The Fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same fundamental
investment objectives, policies and limitations as the Fund.

14. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or reorganization, and
except for purchases of the securities of money market mutual funds.

15. Purchase securities of any issuer for the purpose of exercising
control or management, except in connection with a merger, consolidation,
acquisition or reorganization.

16. Invest more than 5% of the Fund's total assets in securities of any
issuer which, together with its predecessors, has been in continuous operation
less than three years, except obligations issued or guaranteed by the U.S.
Government or its agencies, or Municipal Securities (other than industrial
development bonds) (for this purpose the period of operation of the issuer shall
include the period of operation of any predecessor or unconditional guarantor of
such issuer).

17. Purchase or retain the securities of an issuer if those officers or
trustees of the Trust or officers or directors of the Adviser who are also
officers or directors of the issuer and who each own beneficially more than 1/2
of 1% of the securities of that issuer together own more than 5% of the
securities of such issuer.

18. The Fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and
limitations as the Fund.

For the purposes of the limitations set forth in paragraphs 5, 6, 7, 16
and 17, the Fund will regard the entity which has the ultimate responsibility
for the payment of principal and interest as the issuer.

<PAGE> 111

PORTFOLIO TRANSACTIONS

The Advisory Agreements authorize the Adviser (subject to the control
of the Boards of Trustees) to select brokers and dealers to execute purchases
and sales of portfolio securities. They direct the Adviser to use its best
efforts to obtain the best overall terms for the Trusts, taking into account
such factors as price (including dealer spread), the size, type and difficulty
of the transaction involved, and the financial condition and execution
capability of the broker or dealer.

With respect to the Cash Management Fund and the Government Securities
Fund, the Adviser generally will purchase portfolio securities for both Funds
either directly from the issuer or from dealers who specialize in "money market"
instruments. During the last three fiscal years ended December 31, 1995, 1996,
and 1997, the Cash Management Fund and the Government Securities Fund paid no
brokerage commissions.

With respect to the Tax Exempt Money Fund, purchases and sales of the
Fund's portfolio securities are generally placed by the Adviser with the issuer,
the issuer's underwriter or with a primary market maker. Usually no brokerage
commission is paid, although the price usually includes an undisclosed
compensation. (Transactions with primary market makers reflect the spread
between bid and asked prices; purchases of underwritten issues include an
underwriting fee paid by the issuer to the underwriter.) During the last three
fiscal years ended December 31, 1995, 1996 and 1997, the Tax Exempt Money Fund
paid no brokerage commissions.

With respect to all of the Funds, to the extent that the execution and
price offered by more than one dealer are comparable, the Adviser may, in its
discretion, effect transactions in portfolio securities with dealers who provide
the Trusts with research services such as credit analysis. Any such research
services would be available for use on all investment advisory accounts of the
Adviser.

Other investment advisory clients advised by the Adviser may also
invest in the same securities as the Trusts. When these clients buy or sell the
same securities at substantially the same time, the Adviser may average the
transactions as to price and allocate the amount of available investments in a
manner which the Adviser believes to be equitable to each client, including any
Fund. In some instances, this investment procedure may adversely affect the
price paid or received by any Fund or the size of the position obtainable for
it. On the other hand, to the extent permitted by law, the Adviser may aggregate
the securities to be sold or purchased for any Fund with those to be sold or
purchased for other clients managed by it in order to obtain best execution.

In no instance will portfolio securities be purchased from or sold to
Tucker Anthony Incorporated ("Tucker Anthony"), Sutro & Co. Incorporated
("Sutro") or any affiliated person (as defined in the 1940 Act) thereof.

The Board of Trustees of the Mutual Fund has determined that any
portfolio transaction for the Mutual Fund may be executed through Tucker Anthony
or Sutro, if, in the Adviser's judgment, the use of Tucker Anthony or Sutro is
likely to result in price and execution at least as favorable as those of other
qualified brokers, and if, in the transaction, Tucker Anthony or Sutro charges
the Mutual Fund a commission rate consistent with those charged by Tucker
Anthony or Sutro to comparable unaffiliated customers in similar transactions.
Neither Tucker Anthony nor Sutro will participate in commissions in brokerage
given by the Mutual Fund to other brokers or dealers and will not receive any
reciprocal brokerage business resulting therefrom.

CURRENT YIELD

<PAGE> 112

day period referred to as the "base period." The yield quoted may be a simple
annualized yield or a compounded effective yield which gives effect to the
reinvestment of the proceeds of the investment portfolio. If the compounded
effective yield is used in an advertisement, the simple annualized yield must
also be included. Both yields are computed on the basis of the base period
return on a hypothetical pre-existing account in each Fund having a balance of
one share at the beginning of the seven-day base period. The base period return
equals the net change in value of the account over the seven-day period,
including dividends declared both on the original share and on any additional
shares purchased with previous dividends (such dividends are declared daily and
paid from the net investment income of the Fund) and minus all fees, other than
nonrecurring account or sales charges charged to all shareholder accounts, in
proportion to the length of the base period and the Fund's average account size.
The fees deducted will take into account the expense limitation agreement as
described in "Our Management" in the Prospectus. The net change in value does
not include realized gains and losses from the sale of securities or unrealized
appreciation or depreciation of the securities. The base period return is then
multiplied by 365/7 to arrive at the annualized simple yield. The compounded
effective yield is calculated by dividing the base period return (calculated as
above) by 7, adding 1, raising that sum to the 365th power and subtracting 1
from the result. Both calculations of yields are then expressed to at least two
decimal points.

Yield Information

Cash Management Fund. For the seven day period ended December 31, 1997,
the simple annualized yield of the Cash Management Fund was 5.05%, the compound
effective yield was 5.18%, and the Fund had an average weighted maturity of
investments of 31 days.

Government Securities Fund. For the seven day period ended December 31,
1997, the simple annualized yield of the Government Securities Fund was 4.99%,
the compound effective yield was 5.11%, and the Fund had an average weighted
maturity of investments of 40 days.

Tax Exempt Money Fund. For the seven day period ended December 31,
1997, the simple annualized yield of the Tax Exempt Money Fund was 3.27%, the
compound effective yield was 3.32%, and the Fund had an average weighted
maturity of investments of 43 days.

ADDITIONAL INFORMATION ON REDEMPTION

The Trusts may suspend redemption privileges or postpone the date of
payment on shares of any Fund for more than seven days during any period (1)
when the New York Stock Exchange is closed (other than for week-ends or
holidays) or trading on the Exchange is restricted as determined by the
Securities and Exchange Commission ("SEC"), (2) when an emergency exists, as
defined by the SEC, which makes it not reasonably practicable for either Trust
to dispose of securities owned by it or fairly to determine the value of its
assets, or (3) as the SEC may otherwise permit.

It is possible that under unusual circumstances the redemption price
may be more or less than the shareholder's cost, depending on the market value
of a Fund's portfolio at the time.

NET ASSET VALUE

As disclosed in the Prospectus, the net asset value per share of each
Fund is determined at 12:00 noon New York time Monday through Friday, as
described below. The Funds will be closed on the following national business

<PAGE> 113

holidays: New Year's Day, Martin Luther King Day, Washington's Birthday, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

The net asset value per share of the Funds is determined daily under
the general supervision of the Trusts' Board of Trustees by the Trusts'
custodian at 12:00 noon New York time on each day on which the New York Stock
Exchange is open or on which there is a sufficient degree of trading in the
Trusts' portfolio securities that the current net asset value of the Trusts'
redeemable securities might be materially affected by changes in the value of
the portfolio securities. Purchase or redemption orders accepted by John Hancock
Signature Services, Incorporated ("JHSS") prior to 12:00 noon New York time will
be priced at 12:00 noon New York time that day. Purchase or redemption orders
accepted by JHSS subsequent to 12:00 noon New York time will be priced at 12:00
noon New York time the next day that net asset value is computed. Net asset
value per share is computed by taking the value of all assets of any Fund, less
liabilities, and dividing by the number of shares of the Fund outstanding. To
determine the value of the assets of any Fund for the purpose of obtaining the
net asset value, portfolio securities are valued at amortized cost, as described
below, and interest is accrued daily.

Since the Trusts have adopted a policy of normally holding portfolio
securities to maturity, all portfolio securities of the Funds will normally be
valued at amortized cost. Thus, it is not expected that realized or unrealized
gains or losses on portfolio securities will be a substantial factor in the
computation of the net asset value or gross income of any Fund. If in some
extraordinary circumstance any Fund experiences gains or losses (realized or
unrealized), whether recognized or unrecognized, this could result in a change
in net asset value, a change in dividends, or both.

The Trusts intend to comply with the provisions of Rule 2a-7 under the
1940 Act, which permits each Fund to compute the net asset value using the
amortized cost method of valuing portfolio securities. To comply with that rule,
the Board of Trustees of each Trust has agreed to establish procedures to
stabilize the net asset value for each Fund at $1.00 per share. These procedures
include a review by the Board of Trustees of the extent of any deviation of net
asset value per share, based on available market quotations or estimates of
market value determined by the Boards of Trustees in good faith, from the Fund's
$1.00 amortized cost value per share. If that deviation exceeds 1/2 of 1%, the
Trustees will consider any action that should be initiated to reasonably
eliminate or reduce material dilution or other unfair results to shareholders.
Such action may include selling portfolio securities prior to maturity,
withholding dividends, or utilizing a net asset value per share as determined by
using available market quotations. In addition, the Trusts must (a) maintain a
dollar weighted average portfolio maturity of 90 days or less for each Fund, (b)
not purchase any instrument with a remaining maturity greater than 397 days, (c)
limit portfolio investments, including repurchase agreements, to securities
that, at the time of acquisition, (i) are rated in one of the two highest
categories by at least two NRSROs (or by one organization if only one
organization has rated the security), (ii) if not rated, are obligations of an
issuer whose other outstanding short-term debt obligations are so rated, or
(iii) if not rated, are of comparable quality as determined by the Boards of
Trustees in accordance with procedures established by the Boards of Trustees,
and (d) comply with certain reporting and recordkeeping procedures. The Trusts'
officers will periodically review the method of valuation and recommend changes
to the Boards of Trustees which may be necessary to assure that the portfolio
securities of the Funds are valued at their fair value as determined by the
Trustees in good faith. The Funds will limit their investments to securities
that present minimal credit risks, as determined by the Boards of Trustees in
accordance with the procedures established by the Boards of Trustees.

Amortized cost valuation involves valuing a security at its
acquisition cost and adding or subtracting, ratably to maturity, adjustments for
amortization of premium or accretion of discount, regardless of the impact of
current market factors on the value of the security. Under the amortized cost
method of valuation, neither the amount of daily income nor net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. As a
result, in periods of declining interest rates, the indicated daily yield on a
portfolio valued by amortized cost will be higher than on a portfolio valued by
market prices.

<PAGE> 114

Since there is no sales load involved in an investment in either Trust,
100% of the shareholder's purchase price is invested in shares of the Fund
purchased.

ADDITIONAL INFORMATION ON TAXES

The following discussion offers only a brief outline of certain
federal tax consequences of investing in the Funds. Investors should consult
their own tax advisors for more detailed information and for the information
regarding the impact of state and local taxes upon such an investment.

Each Fund intends to qualify and elect to be treated as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). If so qualified, a Fund will not be liable for federal
income taxes on its net investment income (i.e., the Fund's investment company
taxable income, as that term is defined in the Code, without regard to the
deduction for dividends paid) and net capital gain (i.e., the Fund's net
long-term capital gains in excess of the sum of net short-term capital losses
and capital loss carryovers from prior years, if any) that it distributes to
shareholders, provided that the Fund distributes at least 90% of its net
investment income and tax-exempt interest income for the taxable year. However,
the Fund will be subject under current tax rates to a federal income tax at a
maximum effective rate of 35% on any undistributed net investment income and net
capital gain. To qualify for tax treatment as a "regulated investment company"
under the Code, a Fund must, among other things, (i) derive in each taxable year
at least 90% of its gross income from dividends, interest, payments with respect
to securities loans, gains from the sale or other disposition of stock,
securities or foreign currencies or other income derived with respect to its
business of investing in such stock, securities or currencies and (ii) diversify
its holdings so that, at the end of each quarter of its taxable year, (A) at
least 50% of the market value of the Fund's assets is represented by cash, U.S.
Government securities, securities of other regulated investment companies and
other securities, with such other securities of any one issuer limited for the
purposes of this calculation to an amount not greater than 5% of the value of
the Fund's total assets and 10% of the outstanding voting securities of such
issuer and (B) not more than 25% of the value of its total assets is invested in
the securities of any one issuer (other than U.S. Government securities or
securities of other regulated investment companies).

If for any taxable year any Fund does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at
corporate rates and, in such event, dividend distributions to its shareholders
would be eligible for the corporate dividends received deduction.

The Code imposes a nondeductible 4% excise tax on a regulated
investment company that fails to distribute, or be deemed to have distributed,
during each calendar year an amount at least equal to the sum of (1) 98% of its
taxable ordinary income for the calendar year (not taking into account any
capital gains or losses), (2) 98% of its capital gains in excess of its capital
losses (adjusted for certain ordinary losses) for the twelve month period ending
on October 31 of the calendar year, and (3) all ordinary income and capital
gains for previous years that were not distributed during such years. For this
purpose, any income or gain retained by the Fund that is subject to corporate
tax will be considered to have been distributed by year-end. The Funds intend to
make sufficient distributions to avoid this 4% excise tax.

Taxable distributions generally are included in a shareholder's gross
income for the taxable year in which they are received. However, dividends
declared in October, November and December and made payable to shareholders of
record in such a month are taxable as of December 31, provided that a Fund pays
the dividend during the following January. It is expected that none of the
Funds' distributions will qualify for the 70% corporate dividends-received
deduction.

Cash Management Fund and Government Securities Fund

Since none of the net investment income of the Cash Management Fund or
the Government Securities Fund will arise from dividends on common or preferred
stock, it is expected that none of the Trust's distributions to shareholders
will be eligible for the corporate dividends received deduction.

Since all net investment income will be distributed as dividends, it
will be taxable to shareholders as ordinary income, except for (a) such portion
as may exceed a shareholder's ratable share of a Fund's earnings and profits as
determined for tax purposes and available therefor, which excess will be applied
against and reduce the shareholder's adjusted tax basis for his shares, and (b)
amounts representing distributions of realized net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) and
properly designated as such. If the excess described in (a) above were to exceed
the shareholder's tax basis for his shares, the amount thereof would be treated
as gain from the sale or exchange of such shares. The amount of any net capital
gain realized by a Fund is, to the extent designated by that Fund, taxable to
shareholders as long-term capital gain, regardless of the length of time a
particular shareholder may have held his shares in the Fund. Not later than
sixty days after the end of each taxable year, each Fund will send to its
shareholders a written notice designating the amount of any distributions made
during such year which is a

<PAGE> 115

distribution of long-term capital gain or represents a return of capital. In
view of their policy of investing only in instruments maturing within one year,
it is unlikely that either Fund will realize any long-term capital gains.

Tax Exempt Money Fund

Net investment income received by the Fund from investments in debt
securities other than tax exempt securities, and any excess of net short-term
capital gain over net long-term capital loss recognized by the Fund, will be
taxable to shareholders upon distribution as ordinary income, regardless of
whether the distribution is paid in cash or in additional shares. The excess of
net long-term capital gain over net short-term capital loss ("net capital
gain"), to the extent properly designated by the Fund, will be taxable to
shareholders upon distribution as long-term capital gain, regardless of the
length of time the shares have been held or whether the distribution is paid in
cash or in additional shares. Such distributions of net capital gain will not be
eligible for the dividends received deduction for corporations. However, it is
expected that any such amounts will be insubstantial in relation to the tax
exempt interest generated by the Fund.

Interest on certain private activity bonds issued after August 7, 1986
not otherwise subject to federal income tax may be subject to the federal
alternative minimum tax ("AMT") although the interest continues to be excludable
from gross income for other purposes. The AMT requires certain taxpayers to use
alternative tax rate schedules and calculations to ensure that they pay at least
a minimum amount of income tax, even if they make substantial use of certain tax
deductions and exclusions (including the "items of tax preference"). Interest
from certain private activity bonds is one of the items of tax preference that
is added into income from other sources for the purposes of determining whether
a taxpayer is subject to the AMT and the amount of any tax to be paid. Under
regulations to be prescribed, exempt-interest dividends paid by the Fund will be
treated as interest on such private activity bonds to the extent of the
proportionate share of the interest on such bonds received by the Fund. In
addition, corporate investors should note that exempt-interest dividends will be
a component of the "current earnings" adjustment for the corporate AMT.
Prospective investors should consult their own tax advisors with respect to the
possible application of the AMT to their tax situation.

To the extent that the net asset value at the time of purchase of
shares in the Fund reflects capital gains, a subsequent distribution to the
shareholder of such amounts, although constituting a return of his investment,
would be taxable as described above. Any loss on the sale or exchange of shares
of the Fund held for six months or less will be disallowed to the extent that
tax-exempt interest dividends were paid on such shares.

Information concerning the tax status of dividends and distributions is
mailed to shareholders annually. The Fund anticipates that substantially all of
the dividends to be paid by the Fund will be exempt from federal income taxes.
If any portion of the Fund's dividends is not exempt from federal income taxes,
the Fund will advise shareholders in the annual tax information notice of the
percentage of both tax exempt and taxable income. The Fund will also advise
shareholders in the annual tax information notice of the proportion of dividends
and distributions derived from Municipal Securities of each state. In accordance
with the Code, expenses of the Fund will be allocated pro rata between taxable
and nontaxable income.

Shareholders who are recipients of Social Security benefits should be
aware that tax-exempt interest dividends received from the Fund are taken into
account for purposes of determining whether their incomes are large enough to
result in taxation of up to 85% of the amount of such Social Security benefits.

From time to time, proposals have been introduced before Congress for
the purpose of restricting, limiting, or eliminating the federal income tax
exemptions for interest on Municipal Securities. It can be expected that similar
proposals may be introduced in the future. If any such proposal were enacted,
the availability of Municipal Securities for investment by the Fund and the
value of the Fund's portfolio would be affected. In such an event, the Fund
would reevaluate its investment objective and policies.

<PAGE> 116
MANAGEMENT OF THE TRUSTS

The Trustees and executive officers of the Trusts and their principal
occupations during the past five years are set forth below. Unless otherwise
indicated, the business address of each is One Beacon Street, Boston,
Massachusetts 02108.

Richard B. Osterberg-Trustee-84 State Street, Boston, MA 02109. He is
53. Member of the law firm of Weston, Patrick, Willard & Redding, Boston, MA
since 1978.

Mary Jeanne Currie-Vice President-Vice President of the Adviser since
February 1983. She is 49.

- -----------------
* Trustee may be deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.

17
<PAGE> 117

Paul F. Marandett-Vice President-Vice President of the Adviser since
1990. He is 55. From 1980 to 1990, Mr. Marandett was a vice president with the
Bank of Boston.

Maureen M. Renzi-Assistant Secretary-Assistant Vice President of the
Adviser since February 1995 and Assistant Clerk and Compliance Officer since
July 1992. She is 33. Vice President of Freedom Distributors Corporation since
February 1995. Paralegal of New England Securities from March 1989 to July 1992.

Messrs. Dodge, Danello, Kirshbaum, Marandett and McCarthy and Mesdames
Currie, Rego and Renzi are all officers of the Adviser as well as of the Trusts.

During the last fiscal year of the Trust, the Trustees were compensated
as follows:

<TABLE>
<CAPTION>
Name of Aggregate Aggregate Aggregate Total
Trustee Compensation Compensation Compensation Compensation
from the Tax Exempt from the Government from the Cash from Fund Complex
Money Fund Securities Fund Management Fund Paid to Trustees (a)
<S> <C> <C> <C> <C>

Dexter A. Dodge $ 0 $ 0 $ 0 $ 0
Richard A. Farrell 4,385 4,637 13,137 25,500
Ernest T. Kendall 3,385 3,637 12,137 21,500
Richard B. Osterberg 4,385 4,637 12,137 25,500
Lawrence G. Kirshbaum 0 0 0 0
William H. Darling 1,920 2,114 8,900 14,000
John R. Haack 1,920 2,114 8,900 14,000
Laurence R. Veator, Jr. 1,920 2,114 8,900 14,000
</TABLE>

(a) Includes compensation from the Tax Exempt Money Fund, Government
Securities Fund, Cash Management Fund, Freedom California Tax Exempt
Money Fund and Fund Manager Portfolios. The Trust does not provide any
pension or retirement benefits for the Trustees.

To the knowledge of the Mutual Fund and the Tax Exempt Trust, no person
beneficially owns 5% or more of the shares of any of the Funds. As of
January 31, 1998, the officers and Trustees of the Mutual Fund as a group
owned less than 1% of each of the Cash Management Fund and the Government
Securities Fund, and the officers and Trustees of the Tax Exempt Trust as a
group owned less than 1% of the Tax Exempt Money Fund.

<PAGE> 118

THE INVESTMENT ADVISER

The investment adviser for each of the Funds is Freedom Capital Management
Corporation (formerly Tucker Anthony Management Corporation), a Massachusetts
corporation (the "Adviser"), with offices at One Beacon Street, Boston,
Massachusetts. The Adviser is a registered investment advisory firm which
maintains a large securities research department, the efforts of which will be
made available to the Funds.

The Adviser is an indirect, wholly-owned subsidiary of JHFSC Acquisition
Corp., a Delaware Corporation. JHFSC Acquisition Corp. is located at One Beacon
Street, Boston, Massachusetts 02108. JHFSC Acquisition Corp. is owned by an
investor group which includes certain members of management and employees of
Freedom Securities and its subsidiaries, including the Adviser (the "Employee
Shareholders")(32.29%), Thomas H. Lee Equity Fund III, L.P. (49.9%), SCP Private
Equity Partners, L.P. (13.0%), and John Hancock Subsidiaries, Inc. (4.9%).

Thomas H. Lee Equity Fund III, L.P. is a Massachusetts limited partnership.
The general partner of Thomas H. Lee Equity Fund III, L.P. is THL Equity
Advisors III Limited Partnership, a Massachusetts limited partnership. The
general partner of THL Equity Advisors III Limited Partnership is THL Equity
Trust III, a Massachusetts business trust. The sole beneficial owner of THL
Equity Trust III is Thomas H. Lee. The address of Thomas H. Lee Equity Fund III,
L.P., THL Equity Advisors III Limited Partnership and THL Equity Trust III is 75
State Street, Boston, Massachusetts 02109.

SCP Private Equity Partners, L.P. is a Delaware limited partnership. The
general partner of SCP Private Equity Partners, L.P. is SCP Private Equity
Management, L.P., a Delaware limited partnership. The interests of SCP Private
Equity Management, L.P. are divided equally among its three general partners:
Safeguard Capital Management, Inc. (which is a wholly owned subsidiary of
Safeguard Scientifics, Inc., a publicly held company), Winston J. Churchill and
Samuel A. Plum. The address of SCP Private Equity Partners, L.P., SCP Private
Equity Management, L.P., Safeguard Capital Management, Inc., Winston J.
Churchill and Samuel A. Plum is 435 Devon Park Drive, Wayne, Pennsylvania 19087.
John Hancock Subsidiaries, Inc. is an indirect subsidiary of John Hancock Mutual
Life Insurance Company. The address of John Hancock Subsidiaries, Inc. is 101
Huntington Avenue, Boston, Massachusetts 02199-7603.

Freedom Distributors Corporation ("Freedom"), Sutro & Co., Incorporated
("Sutro") and Tucker Anthony Incorporated ("Tucker Anthony" and together with
Freedom and Sutro, the "Distributors"), affiliates of the Adviser, serve as
distributors and principal underwriters for the Funds pursuant to a distribution
agreement with each Trust. Freedom, established in 1987, is an indirect
subsidiary of JHFSC Acquisition Corp. Tucker Anthony (formerly Tucker, Anthony &
R.L. Day, Inc.), a brokerage firm which is a member of the New York Stock
Exchange, is also an indirect subsidiary of JHFSC Acquisition Corp. and
continues an investment banking and brokerage business established in 1892.
Sutro, a brokerage firm which is a member of the New York Stock Exchange, is an
indirect, wholly-owned subsidiary of JHFSC Acquisition Corp.

Pursuant to investment advisory agreements dated as of November 29, 1996
(the "Advisory Agreements") between the respective Trusts and the Adviser, the
Adviser agreed to act as investment adviser and manager to the Funds. As manager
and investment adviser, the Adviser will: (a) furnish continuously an investment
program for the Funds and determine, subject to the overall supervision and
review of the Boards of Trustees, which investments should be purchased, held,
sold or exchanged, (b) provide supervision over all aspects of the Funds'
operations except those which are delegated to a custodian, transfer agent or
other agent, and (c) provide the Trusts with such executive, administrative and
clerical personnel, officers and equipment as are deemed necessary for the
conduct of the business of the Trusts.

Each Trust bears all costs of its organization and operation, including
expenses of preparing, printing and mailing all shareholders' reports, notices,
prospectuses (except that the expense of printing and mailing prospectuses used
for promotional purposes will not be borne by the Trusts), proxy statements and
reports to regulatory agencies; expenses relating to the issuance, registration
and qualification of shares of the Trust; government fees; interest charges;
expenses of furnishing to shareholders their account statements; taxes; expenses
of redeeming shares; brokerage and other expenses connected with the execution
of portfolio securities transactions; fees and expenses of the Trust's
custodian, including those for keeping books and accounts and calculating the
net asset value of shares of each Fund; fees and expenses of its independent
accountants, legal counsel, transfer agent and dividend disbursing agent; the
compensation and expenses of its Trustees who are not otherwise affiliated with
the Trust, the Adviser or any of their affiliates; expenses of trustees' and
shareholders' meetings; trade association memberships; insurance premiums; and
any extraordinary expenses.

<PAGE> 119

The Advisory Agreement for the Mutual Fund was approved on October 3,
1996 by all of the Trustees, including all of the Trustees who are not parties
to that Advisory Agreement or "interested persons" (as defined in the Investment
Company Act of 1940) of any such party and was approved at a meeting held on
December 16, 1996 by the outstanding shareholders of each of the Cash Management
Fund and the Government Securities Fund. The continuation of the Advisory
Agreement for the Tax Exempt Trust was approved on October 3, 1996 by all of the
Trustees, including all of the Trustees who are not parties to the Advisory
Agreement or "interested persons" of any such party and was approved at a
meeting held on December 16, 1996 by the outstanding shareholders of the Tax
Exempt Money Fund. The Advisory Agreements will continue in effect with respect
to the Mutual Fund and Tax Exempt Trust from year to year, provided that its
continuance is approved annually both (i) by the holders of a majority of the
outstanding voting securities of each Fund or by the Board of Trustees, and (ii)
by a majority of the Trustees who are not parties to the Advisory Agreements or
"interested persons" of any such party. The Advisory Agreements may be
terminated on 60 days written notice by either party and will terminate
automatically if they are assigned.

Mr. Osterberg, a Trustee of the Trusts, is a member of the law firm of
Weston, Patrick, Willard & Redding, which has retained the Adviser from time to
time to provide investment advisory consulting services for clients of such
firm.

For the fiscal year ended December 31, 1995, the Cash Management Fund,
the Government Securities Fund and the Tax Exempt Money Fund paid the Adviser an
investment advisory fee of $5,802,037, $1,391,071 and $1,365,700, respectively.

For the fiscal year ended December 31, 1996, the Cash Management Fund,
the Government Securities Fund and the Tax Exempt Money Fund paid the Adviser an
investment advisory fee of $6,993,034, $1,573,331, and $1,434,813 respectively.

For the fiscal year ended December 31, 1997, the Cash Management Fund,
Government Securities Fund and the Tax Exempt Money Fund paid the Adviser an
investment advisory fee of $7,749,372, $ 1,603,441 and $ 1,416,138 respectively.

DISTRIBUTION OF SHARES OF THE TRUSTS

The Trusts have each entered into a Distribution Agreement with the
Distributors whereby the Distributors act as exclusive selling agent of the
Funds selling shares of each Fund on a "best efforts" basis. Although the
Distributors distribute shares of each Fund on a continuous basis, shares may
also be purchased directly from the Funds. No underwriting commissions or
discounts are paid to the Distributors in connection with their distribution of
shares of the Funds.

CUSTODIAN

All cash and securities of the Trusts are held by State Street Bank and
Trust Company, 225 Franklin Street, Boston, Massachusetts 02106, as custodian.

<PAGE> 120

FINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110
serves as the Trusts' independent accountants, providing audit services,
including review and consultation, in connection with various filings by the
Trusts with the Securities and Exchange Commission and tax authorities.

The financial statements and the report of the independent accountants
with respect to the Cash Management Fund, the Government Securities Fund and the
Tax Exempt Money Fund for the fiscal year ended December 31, 1997 are included
in the Trusts' Prospectus.

<PAGE> 121

INFORMATION ABOUT SECURITIES RATINGS OF NATIONALLY
RECOGNIZED STATISTICAL RATING ORGANIZATIONS ("NRSROs")

Debt Security Ratings, Including Municipal Bonds

STANDARD & POOR'S CORPORATION. AAA--"obligations of the highest
quality." AA--issues with investment characteristics "only slightly less marked
than those of the prime quality issues."

Ratings of Municipal Notes

MOODY'S INVESTORS SERVICE, INC. MIG 1: the best quality. MIG 2: high
quality, with margins of protection ample although not so large as in the
preceding group.

Ratings of Commercial Paper

MOODY'S INVESTORS SERVICE, INC. The rating Prime-1 is the highest
commercial paper rating assigned by Moody's. Among the factors considered by
Moody's in assigning ratings are the following: valuation of the management of
the issuer; economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas;
evaluation of the issuer's products in relation to competition and customer
acceptance; liquidity; amount and quality of long-term debt; trend of earnings
over a period of 10 years; financial strength of the parent company and the
relationships which exist with the issuer; and recognition by the management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. These factors are all
considered in determining whether the commercial paper is rated P1, P2 or P3.

STANDARD & POOR'S CORPORATION. Commercial paper rated A-1+ (highest
quality) by S&P has the following characteristics: liquidity ratios are adequate
to meet cash requirements; and long-term senior debt is rated "A-1+" or better,
although in some cases "BBB" credits may be allowed. The issuer has access to at
least two additional channels of borrowing. Basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are unquestioned.
The relative strength or weakness of the above factors determines whether the
issuer's commercial paper is rated A1, A2, or A3.

IBCA LIMITED/IBCA INC. Short-term obligations, including commercial
paper, rated A-1+ by IBCA Limited or its affiliate IBCA Inc. are obligations
supported by the highest capacity for timely repayment. Obligations rated A-1
have a very strong capacity for timely repayment. Obligations rated A-2 have a
strong capacity for timely repayment, although such capacity may be susceptible
to adverse changes in business, economic or financial conditions.

FITCH INVESTORS SERVICES, INC. Fitch Investors Services, Inc. employs
the rating F-1+ to indicate issues regarded as having the strongest degree of
assurance for timely payment. The rating F-1 reflects an assurance of timely
payment only slightly less in degree than issues rated F-1+, while the rating
F-2 indicates a satisfactory degree of assurance for timely payment, although
the margin of safety is not as great as indicated by the F-1+ and F-1
categories.

DUFF & PHELPS INC. Duff & Phelps Inc. employs the designation of Duff 1
with respect to top grade commercial paper and bank money instruments. Duff 1+
indicates the highest certainty of timely payment: Short-term

<PAGE> 122

liquidity is clearly outstanding, and safety is just below risk-free U.S.
Treasury short-term obligations. Duff 1- indicates high certainty of time
payment. Duff 2 indicates good certainty of timely payment: liquidity factors
and company fundamentals are sound.

THOMSON BANKWATCH, INC. ("BANKWATCH"). BankWatch will assign both
short-term debt ratings and issuer ratings to the issuers it rates. BankWatch
will assign a short-term rating ("TBW-1," "TBW- 2," "TBW-3," or "TBW-4") to each
class of debt (e.g., commercial paper or non-convertible debt), having a
maturity of one-year or less, issued by a holding company structure or an entity
within the holding company structure that is rated by BankWatch. Additionally,
BankWatch will assign an issuer rating ("A," A/B," "B," "B/C, "C," "C/D," "D,"
"D/E," and "E") to each issuer that it rates.

Certain NRSROs utilize rankings within rating categories indicated by a
+ or -. The Funds, in accordance with industry practice, recognize such rankings
with categories as graduations, viewing for example S&P's rating of A-1+ and A-1
as being in S&P's highest rating category.

Ratings of Short-Term Corporate Debt Securities

MOODY'S INVESTORS SERVICE, INC. Aaa--Best quality. These securities
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." 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--High quality by all
standards. They are rated lower than the best bond because margins of protection
may not be as large as in Aaa securities, fluctuation of protective elements may
be of greater amplitude, or there may be other elements present which made the
long-term risks appear somewhat greater.

STANDARD & POOR'S CORPORATION. AAA--Highest grade. They possess the
ultimate degree of protection as to principal and interest. Marketwise, they
move with interest rates, and hence provide the maximum safety on all counts.
AA--High grade. Generally, these bonds differ from AAA issues only in a small
degree. Here, too, prices move with the long-term money market.

FITCH INVESTORS SERVICE, INC. AAA-High grade, broadly marketable,
suitable for investment by trustees and fiduciary institutions, and liable to
but slight market fluctuation other than through changes in the money rate. The
prime feature of an "AAA" bond is the showing of earnings several times or many
times interest requirements for such stability of applicable interest that
safety is beyond reasonable question whenever changes occur in conditions. Other
features may be considered, such as a wide margin of protection through
collateral, security or direct lien on specific property. Sinking funds or
voluntary reduction of debt by call or purchase are often factors, while
guarantee or assumption by parties other than the original debtor may influence
their rating. AA--Of safety virtually beyond question and readily salable. Their
merits are not greatly unlike those of "AAA" class but a bond so rated may be
junior though it has a strong lien, or the margin of safety may be less
strikingly broad. The issue may be the obligation of a small company, strongly
secured, but influenced as to rating by the lesser financial power of the
enterprise and more local type of market.

<PAGE> 123

PART C

To the Registration Statement of Freedom Group of
Tax Exempt Funds including Freedom Tax Exempt Money
Fund (the "Tax Exempt Fund") and Freedom California
Tax Exempt Money Fund (the "California Fund")

Item 24 Financial Statements and Exhibits.

(a) Financial Statements:

(1) Financial Statements included in PART A
(Prospectuses) of this Registration
Statement:

Financial Highlights for the fiscal periods
ended 1988 through 1997 with respect to the
Tax Exempt Fund and for the period August
27, 1990 (commencement of operations)
through December 31, 1990 and the fiscal
periods ended 1991 through 1997 with respect
to the California Fund.

Financial Statements for the Tax Exempt Fund
and the California Fund for the fiscal
period ended December 31, 1997.

Report of Independent Accountants
Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets

(2) Financial Statements included in PART B of
this Registration Statement:

None

(b) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 (a) Amended and Restated Agreement and
Declaration of Trust (Master Trust
Agreement) dated September 27, 1982. (i)

(b) Amendment No. 1 to Master Trust
Agreement. (i)

(d) Amendment No. 3 to Master Trust
Agreement. (i)
</TABLE>
- -------------

C-1

<PAGE> 124
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(e) Amendment No. 4 to Master Trust
Agreement. (i)

2 By-Laws as amended and restated. (i)

3 None.

4 Specimen share certificate for the Tax
Exempt Fund and California Fund. (i)

5 Advisory Agreement dated November 29, 1996
between Registrant and Freedom Capital
Management Corporation. (ii)

6 Distribution Agreement dated November 29,
1996 between the Registrant, Tucker Anthony
Incorporated, Freedom Distributors
Corporation and Sutro & Co., Incorporated. (i)

7 None.

8 (a) Custodian Agreement between Registrant
and State Street Bank and Trust Company. (i)

(b) Letter Agreement to add the California Fund
to Custodian Agreement. (i)

9 Transfer Agency and Service Agreement
between Freedom Group of Tax Exempt Funds
and John Hancock Fund Services, Inc.,
recently renamed John Hancock Signature
Services, Incorporated, dated as of June 19,
1993. (i)
</TABLE>

C-2

<PAGE> 125
<TABLE>
<CAPTION>
<S> <C>
10 Opinion and Consent of Goodwin, Procter &
Hoar with respect to Tax Exempt Fund,
Opinion and Consent of Goodwin, Procter &
Hoar with respect to the California Fund. (i)

11 Consent of Price Waterhouse LLP.

12 Not Applicable.

13 Investment Letter. (i)

14 None.

15 None.

16 None.

27 Financial Data Schedules for the Tax Exempt
Fund and the California Fund.

18 None.

19 Powers of Attorney. (i)
</TABLE>
- ----------
Footnote
Reference
- ---------

(i) Filed as an exhibit under Post-Effective Amendment No. 21, File No.
2-78609, to the Registrant's Registration Statement on Form N-1A, under the
same exhibit number and incorporated herein by reference.

(ii) Filed as an exhibit under Post-Effective Amendment No. 20, File No.
2-78609, to the Registrant's Registration Statement on Form N-1A, under the
same exhibit number and incorporated herein by reference.
- ----------

Item 25. Persons Controlled by or Under Common Control with Registrant.

Registrant is not directly or indirectly controlled by or
under common control with any person other than the Trustees. Registrant does
not have any subsidiaries.

Item 26. Number of Holders of Securities.

As of January 31, 1998, the record holders of each class of
Registrant's securities were as follows:

<TABLE>
<CAPTION>
Title of Class Number of Record Holders
-------------- ------------------------
<S> <C>
Freedom Tax Exempt Money Fund 11,563

Freedom California Tax Exempt 3,303
Money Fund

</TABLE>

C-3
<PAGE> 126

Item 27. Indemnification.

Under Article VII of the Registrant's Amended and Restated
Agreement and Declaration of Trust, any present or former Trustee, Officer,
agent or employee or person serving in such capacity with another entity at the
request of the Registrant ("Covered Person") shall be indemnified against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromises or as fines or penalties and expenses, including
reasonable legal and accounting fees, in connection with the defense or
disposition of any proceeding by or in the name of the Registrant or any
shareholder in his capacity as such if: (i) a favorable final decision on the
merits is made by a court or administrative body; or (ii) a reasonable
determination is made by a vote of the majority of a quorum of disinterested
Trustees or by independent legal counsel that the Covered Person was not liable
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in his office ("Disabling Conduct"); or (iii) a
determination is made to indemnify the Covered Person under procedures approved
by the Board of Trustees which in the opinion of independent legal counsel are
not inconsistent with the Investment Company Act of 1940. Said Article VII
further provides that the Registrant shall indemnify any Covered Person against
any such liabilities and expenses incurred in connection with the defense or
disposition of any other type of proceeding except with respect to any matter as
to which the Covered Person shall have engaged in Disabling Conduct or shall
have been finally adjudicated not to have acted in good faith and in the
reasonable belief that such Covered Person's action was in or not opposed to the
best interests of the Registrant.

Item 28. Business and Other Connections of Investment Adviser.

Freedom Capital Management Corporation (the "Adviser") is a
registered investment adviser. The Adviser's offices are located at One Beacon
Street, Boston, Massachusetts. It is a wholly-owned subsidiary of Freedom
Securities Corporation. Freedom Distributors Corporation, a registered
broker-dealer, is a wholly-owned subsidiary of the Adviser and acts as a
distributor of shares of the Registrant. The principal office of Freedom
Distributors Corporation is at One Beacon Street, Boston, Massachusetts 02108.
The principal office of Freedom Securities Corporation is at One Beacon Street,
Boston, Massachusetts. The Adviser offers a wide range of investment advisory
services to both individuals and institutions.

On June 25, 1982, the Adviser and Tucker Anthony Incorporated,
a brokerage firm which is a member of the New York Stock Exchange and continues
an investment banking and brokerage business established in 1892, were acquired
by John Hancock Mutual Life Insurance Company ("John Hancock") as indirect
subsidiaries.

On November 29, 1996, John Hancock, through its subsidiary,
John Hancock Subsidiaries, Inc., transferred 95.1% of the capital stock of John
Hancock Freedom Securities Corporation to JHFSC Acquisition Corp. JHFSC
Acquisition Corp. is a Delaware corporation owned by certain employees and
members of management of Freedom Securities Corporation, Thomas H. Lee Equity
Fund III, L.P. and SCP Private Equity Partners, L.P.

C-4
<PAGE> 127

The Adviser also acts as investment adviser for two other
registered investment companies, Freedom Mutual Fund and FundManager Portfolios.

The following information is provided with respect to each
director and executive officer of the Adviser:
<PAGE> 128
<TABLE>
<CAPTION>

Business and Other
Position Positions Within
Name With Adviser Last Two Years
---- ------------ --------------
<S> <C> <C>

Dexter A. Dodge Chairman, Managing Director of the
Managing Adviser. Director
Director of Freedom Distributors
Corporation.

John J. Danello President, President and
Managing Director of
Director, Clerk Freedom Distributors
and General Corporation.
Counsel

Richard V. Howe Managing Managing Director of
Director the Adviser.

Arthur E. McCarthy Director Managing Director of
Tucker Anthony
Incorporated.

</TABLE>

C-5

<PAGE> 129

Lawrence G. Kirshbaum Director Chief Financial Officer of
Freedom Securities Corporation
Director of Tucker Anthony
Holding Corp., John Hancock
Clearing Corporation and Sutro
Group. Registered Principal of
Tucker Anthony Incorporated.
Former Chief Executive Officer of
Kirshbaum & Co. and of Prescott,
Ball & Turben.

John H. Goldsmith Managing Director President and Chief
Executive Officer of
Freedom Securities Corporation
Inc. Chairman and Chief Executive
Officer of Tucker Anthony
Incorporated.

Terrence J. Gerlich Managing Managing Director of the Adviser
Director

Charles B. Lipson President of the President and founder of the M.D.
M.D. Hirsch Hirsch Division of the Adviser
Division of the since February 1995. President
Adviser and Chief Operating Officer.
Officer of the M.D. Hirsch Division
of Republic Asset Management
Corporation from February 1991 to
December 1994.

Michael D. Hirsch Chairman, Chairman, M.D. Hirsch Division of
M.D. Hirsch the Adviser since February 1995.
Division of the Vice President and Executive Vice
Adviser Chairman and Managing Director,
Portfolio Manager M.D. Hirsch
Division of Republic Asset
Management Corporation from June
1993 to February 1994.
</TABLE>

Item 29. Principal Underwriters.

(a) Freedom Distributors Corporation ("Freedom") acts as co-distributor
with Sutro & Co. Incorporated ("Sutro"), and Tucker Anthony Incorporated
("Tucker Anthony") with respect to the California Fund and the Tax Exempt Fund.
Freedom, Sutro and Tucker Anthony also act as co-distributors for Freedom Mutual
Fund and Fund Manager Trust, and Freedom acts as a distributor for Freedom
Investment Trust, Freedom Investment Trust II and Freedom Investment Trust III,
all registered investment companies.

(b)(1) The name of each director and officer of Freedom, together with
the offices held by such person with Freedom and the Registrant, are set forth
below. The principal business address of each person named below is One Beacon
Street, Boston, MA 02108.

C-6

Name Offices With Freedom and the Registrant
---- ---------------------------------------
<S> <C>
John J. Danello............................................. President and Director of Freedom
and Secretary of the Registrant

Michael G. Ferry............................................ Treasurer of Freedom

Dexter A. Dodge............................................. Director of Freedom and Chief
Executive Officer of the Registrant.

Maureen M. Renzi............................................ Vice President and Clerk of Freedom.
Assistant Secretary of the Registrant.
</TABLE>

(b)(2) The persons whose names and addresses are set forth
below hold the offices with Tucker Anthony indicated below. None of these
persons holds any position or office with Freedom.

Name and Principal
Business Address Offices With Tucker Anthony
---------------- ---------------------------
<S> <C>

John H. Goldsmith (1)................................................ Chairman, Chief Executive Officer
and Director

Robert H. Yevich (2)................................................. President and Director

Kevin J. McKay (2)................................................... Executive Vice President

Marc Menchel (2)..................................................... General Counsel,
Secretary and Clerk

John B. Mullin (2)................................................... Treasurer and Chief
Financial Officer
</TABLE>

(1) Business address is One Beacon Street, Boston, Massachusetts 02108.

(2) Business address is One World Financial Center, 200 Liberty Street, New
York, New York 10281.

(b)(3) The name and principal business address of each
director and officer of Sutro, together with the offices held by such persons
with Sutro, are set forth below. No officer or director of Sutro holds any
office with the Registrant.

C-7
<PAGE> 131
<TABLE>
<CAPTION>

Name and Principal
Business Address Offices With Sutro
---------------- ------------------
<S> <C>
John F. Luikart (1).......................................................... President and CEO

Mary Jane Delaney (1)........................................................ Executive Vice President,
General Counsel and
Secretary

John H. Goldsmith (2)........................................................ Chairman

Raymond J. Minehan (1)....................................................... Executive Vice President

John W. Eisele (1)........................................................... Executive Vice President

Thomas R. Weinberger (3)..................................................... Executive Vice President

Jerry Phillips (1)........................................................... Executive Vice President
</TABLE>

(1) Business address is 201 California Street, San Francisco, California 94111.

(2) Business address is One Beacon Street, Boston, Massachusetts 02108.

(3) Business address is 11150 Santa Monica Blvd., Suite 1500, Los Angeles,
California 90025

Item 30. Location of Accounts and Records.

The accounts and records of the Registrant are maintained at
the offices of Registrant at One Beacon Street, Boston, Massachusetts and at the
offices of the Custodian, State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02106 and 1776 Heritage Drive, North Quincy,
Massachusetts 01171.

Item 31. Management Services.

There are no management-related service contracts other than
the Advisory Agreement relating to management services described in Parts A and
B.

C-8

<PAGE> 132
Item 32. Undertakings.

(a) Not applicable.

(b) Not applicable.

(c) Registrant hereby undertakes to furnish each person, upon
request and without charge, to whom a Prospectus with respect to a series of the
Registrant is delivered with a copy of the latest annual report to shareholders
with respect to that series.

C-9

<PAGE> 133
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant hereby certifies that it meets
all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in this City of Boston and Commonwealth
of Massachusetts on the 26th day of February, 1998.

FREEDOM GROUP OF TAX EXEMPT FUNDS

By: /s/ Dexter A. Dodge
-------------------------

Dexter A. Dodge, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer

/s/ Dexter A. Dodge Chairman and Trustee February 26, 1998
- ---------------------------
Dexter A. Dodge

Principal Financial and
Accounting Officer

* Trustee February 26, 1998
- ---------------------------
Lawrence G. Kirshbaum

* Trustee February 26, 1998
- --------------------------
Richard A. Farrell

* Trustee February 26, 1998
- ---------------------------
Ernest T. Kendall

* Trustee February 26, 1998
- ---------------------------
Richard B. Osterberg

* Trustee February 26, 1998
- ---------------------------
William H. Darling

* Trustee February 26, 1998
- ---------------------------
John R. Haack

* Trustee February 26, 1998
- ---------------------------
Laurence R. Veator, Jr.

*By: /s/ Dexter A. Dodge
--------------------
Dexter A. Dodge, Attorney-in-Fact under Powers of Attorney dated
February 1, 1995, January 27, 1997 and January 28, 1997 and
included as Exhibit 19 to Post-Effective Amendment No. 21, File No.
2-78609, and incorporated herein by reference.
</TABLE>

<PAGE> 134
EXHIBIT INDEX
<TABLE>
<CAPTION>
Manually
Numbered
Exhibit No. Description Page
- ---------- ----------- ------
<S> <C> <C>

11 Consent of Price Waterhouse LLP.

27 Financial Data Schedules.
</TABLE>

<PAGE> 1
EXHIBIT 99.11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectuses constituting parts of this
Post-Effective Amendment No. 22, File No. 2-78609, to the registration statement
of Form N-1A (the "Registration Statement") of our reports dated January 30,
1998, relating to the financial statements and financial highlights of Freedom
California Tax Exempt Money Fund and Freedom Tax Exempt Money Fund (each a
series of Freedom Group of Tax Exempt Funds), which appear in such prospectuses,
and to the incorporation by reference of our reports into the Statements of
Additional Information which also constitute parts of this Registration
Statement. We also consent to the references to us under the headings "Our
Financial Highlights" and "Independent Accountants and Financial Statements" in
such prospectuses and to the reference to us under the headings "Financial
Statements and Independent Accountants" in such Statements of Additional
Information.

/s/ Price Waterhouse LLP
- ----------------------------------
Price Waterhouse LLP
Boston, Massachusetts
February 26, 1998

<ARTICLE> 6
<CIK> 0000704348
<NAME> FREEDOM GROUP OF TAX EXEMPT FUNDS
<SERIES>
<NUMBER> 1
<NAME> FREEDOM TAX EXEMPT MONEY FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 286,451,060
<INVESTMENTS-AT-VALUE> 286,419,640
<RECEIVABLES> 5,332,814
<ASSETS-OTHER> 41,378
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 291,825,252
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,920,770
<TOTAL-LIABILITIES> 1,920,770
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 289,887,113
<SHARES-COMMON-STOCK> 289,887,113
<SHARES-COMMON-PRIOR> 263,089,099
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 17,369
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 289,904,482
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10,321,047
<OTHER-INCOME> 0
<EXPENSES-NET> 1,820,354
<NET-INVESTMENT-INCOME> 8,500,693
<REALIZED-GAINS-CURRENT> 9,609
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 8,510,302
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8,500,693
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,124,077,515
<NUMBER-OF-SHARES-REDEEMED> 1,105,540,880
<SHARES-REINVESTED> 8,269,139
<NET-CHANGE-IN-ASSETS> 26,805,774
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 7,760
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,416,138
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,870,871
<AVERAGE-NET-ASSETS> 283,227,697
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .03
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .007
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000704348
<NAME> FREEDOM GROUP OF TAX EXEMPT FUNDS
<SERIES>
<NUMBER> 2
<NAME> FREEDOM CALIFORNIA TAX EXEMPT MONEY FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 113,962,595
<INVESTMENTS-AT-VALUE> 113,978,378
<RECEIVABLES> 1,222,601
<ASSETS-OTHER> 140,649
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 115,325,845
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 597,296
<TOTAL-LIABILITIES> 597,296
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 114,726,341
<SHARES-COMMON-STOCK> 114,726,341
<SHARES-COMMON-PRIOR> 115,336,645
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,208
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 114,728,549
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,878,934
<OTHER-INCOME> 0
<EXPENSES-NET> 578,527
<NET-INVESTMENT-INCOME> 3,300,407
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3,300,407
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,300,407
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 336,774,555
<NUMBER-OF-SHARES-REDEEMED> 340,613,921
<SHARES-REINVESTED> 3,231,270
<NET-CHANGE-IN-ASSETS> (608,096)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 2,208
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 556,289
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 726,515
<AVERAGE-NET-ASSETS> 111,257,764
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .030
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .030
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> .007
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>