1784 FUNDS, 485APOS, 1997-08-01

1784 FUNDS
485APOS, 1997-08-01

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As filed with the Securities and Exchange Commission on August 1, 1997

File Nos. 33-58004
811-7474
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER
THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 16 / x /
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / x /
AMENDMENT NO. 18

BOSTON 1784 FUNDS*
(Exact Name of Registrant as Specified in Charter)

2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices, Zip Code)

Registrant's Telephone Number, Including Area Code: (800) 342-5734

ROBERT A. NESHER
C/O SEI INVESTMENTS COMPANY
1 FREEDOM VALLEY ROAD
OAKS, PENNSYLVANIA 19456
(Name and Address of Agent for Service)

Copies to:

JOHN M. BAKER, SENIOR COUNSEL ROGER P. JOSEPH, ESQ.
BANKBOSTON, N.A. BINGHAM, DANA & GOULD LLP
100 FEDERAL STREET, 01-19-02 150 FEDERAL STREET
BOSTON, MA 02110 BOSTON, MA 02110

================================================================================
It is proposed that this filing will become effective on October 1, 1997
pursuant to paragraph (a) of Rule 485.

Pursuant to Rule 24f-2, Registrant has registered an indefinite number of its
Shares of Beneficial Interest (without par value) under the Securities Act of
1933 and filed a Rule 24f-2 Notice for Registrant's fiscal year ended May 31,
1997 on or before July 31, 1997.

* Boston 1784 Funds was formerly known as 1784 Funds.

<PAGE>

BOSTON 1784 FUNDS

CROSS REFERENCE SHEET

N-1A ITEM NO. LOCATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

PART A

<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Not applicable
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Investment Information; General
Information; Appendix A
Item 5. Management of the Fund Management; General Information
Item 5A. Management's Discussion of Fund Performance Management, General Information
Item 6. Capital Stock and Other Securities General Information; Shareholder Services;
Dividends and Distributions; Taxes
Item 7. Purchases of Securities Being Offered Shareholder Services
Item 8. Redemption or Repurchase Shareholder Services
Item 9. Pending Legal Proceedings Not applicable

PART B

Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Trust
Item 13. Investment Objectives and Policies Investment Objectives and Policies;
Permitted Investments and Investment
Practices; Investment Restrictions
Item 14. Management of the Fund Management (Prospectus); Management
Item 15. Control Persons and Principal Management (Prospectus)
Holders of Securities
Item 16. Investment Advisory and Other Management; Management (Prospectus);
Services General Information (Prospectus)
Item 17. Brokerage Allocation and Other Fund Transactions; Trading Practices and
Practices Brokerage
Item 18. Capital Stock and Other Securities Description of Shares; Trustee and
Shareholder Liability
Item 19. Purchase, Redemption, and Shareholder Services (Prospectus);
Pricing of Securities Being Purchase and Redemption of Shares
Offered
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters Management
Item 22. Calculation of Performance Data Performance Information

<PAGE>
-2-

Item 23. Financial Statements Financial Information

PART C

Information required to be included in Part C is set forth
under the appropriate item, so numbered in Part C of this
Registration Statement.

</TABLE>
<PAGE>

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

BOSTON 1784 FUNDS:

[square bullet] ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY;

[square bullet] ARE NOT GUARANTEED BY BANKBOSTON, N.A.
OR ANY OF ITS AFFILIATES;

[square bullet] ARE NOT DEPOSITS OR OBLIGATIONS OF BANKBOSTON, N.A.
OR ANY OF ITS AFFILIATES;

[square bullet] INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------

BANKBOSTON, N.A. SERVES AS INVESTMENT ADVISER, CUSTODIAN AND SHAREHOLDER
SERVICING AGENT FOR BOSTON 1784 FUNDS. BOSTON 1784 FUNDS ARE DISTRIBUTED BY
SEI INVESTMENTS DISTRIBUTION CO., A PARTY INDEPENDENT OF BANKBOSTON, N.A. OR ANY
OF ITS AFFILIATES. FINANCIAL SERVICES COUNSELORS ARE REGISTERED REPRESENTATIVES
OF BANKBOSTON INVESTOR SERVICES, INC. (MEMBER NASD/SIPC), A WHOLLY-OWNED
SUBSIDIARY OF BANKBOSTON, N.A.

PROSPECTUS

<PAGE>

BOSTON 1784 FUNDS[SERVICE MARK] PROSPECTUS
- --------------------------------------------------------------------------------

PLEASE READ THIS PROSPECTUS BEFORE INVESTING, AND KEEP IT ON FILE FOR FUTURE
REFERENCE. IT CONTAINS IMPORTANT INFORMATION, INCLUDING HOW THE FUNDS INVEST AND
SERVICES AVAILABLE TO SHAREHOLDERS.

To learn more about the Funds and their investments, you can obtain a copy of
the Funds' most recent financial report and portfolio listing or a copy of the
Statement of Additional Information dated October 1, 1997. The Statement of
Additional Information has been filed with the Securities and Exchange
Commission and is incorporated into this Prospectus by reference. For a free
copy of either document call 1-800-BKB-1784.

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

REMEMBER THAT SHARES OF THE FUNDS
[square bullet] ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY;

[square bullet] ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
BANKBOSTON N.A. OR ANY OF ITS AFFILIATES;

[square bullet] INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.

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

LIKE ALL MUTUAL FUNDS, 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.

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

MONEY MARKET FUNDS

[square bullet] Boston 1784 U.S. Treasury Money Market Fund
[square bullet] Boston 1784 Prime Money Market Fund
[square bullet] Boston 1784 Tax-Free Money Market Fund
[square bullet] Boston 1784 Institutional U.S. Treasury Money Market Fund

BOND FUNDS

[square bullet] Boston 1784 U.S. Government Medium-Term Income Fund
[square bullet] Boston 1784 Short-Term Income Fund
[square bullet] Boston 1784 Income Fund

TAX-EXEMPT INCOME FUNDS

[square bullet] Boston 1784 Tax-Exempt Medium-Term Income Fund
[square bullet] Boston 1784 Connecticut Tax-Exempt Income Fund
[square bullet] Boston 1784 Florida Tax-Exempt Income Fund
[square bullet] Boston 1784 Massachusetts Tax-Exempt Income Fund
[square bullet] Boston 1784 Rhode Island Tax-Exempt Income Fund

STOCK FUNDS

[square bullet] Boston 1784 Asset Allocation Fund
[square bullet] Boston 1784 Growth and Income Fund
[square bullet] Boston 1784 Growth Fund
[square bullet] Boston 1784 Small Cap Equity Fund
[square bullet] Boston 1784 International Equity Fund

October 1, 1997

PROSPECTUS

<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

FUND SUMMARY ................................................................. 1

EXPENSES ..................................................................... 3

FINANCIAL HIGHLIGHTS ......................................................... 5

INVESTMENT INFORMATION ....................................................... 8
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT POLICIES ........ 8
ADDITIONAL INVESTMENT POLICIES .................................12
RISK CONSIDERATIONS ............................................13

DIVIDENDS AND DISTRIBUTIONS ..................................................15

MANAGEMENT ...................................................................16

SHAREHOLDER SERVICES .........................................................19
HOW TO REACH THE FUNDS .........................................19
TYPES OF ACCOUNTS ..............................................19
HOW TO OPEN AN ACCOUNT .........................................19
HOW TO PURCHASE SHARES .........................................19
HOW TO SELL SHARES .............................................21
SHAREHOLDER SERVICES AND POLICIES ..............................22

TAXES ........................................................................23

GENERAL INFORMATION ..........................................................24
NET ASSET VALUE ................................................24
ORGANIZATION ...................................................24
VOTING AND OTHER RIGHTS ........................................24
PERFORMANCE INFORMATION ........................................24
EXPENSES .......................................................26

APPENDIX A -- TAXABLE EQUIVALENT YIELD TABLES ................................27

APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES .................29

PROSPECTUS

<PAGE>

FUND SUMMARY
- --------------------------------------------------------------------------------

THIS SECTION SUMMARIZES THE FUNDS' INVESTMENT OBJECTIVES AND WHO MAY WANT TO
INVEST. SEE THE REST OF THIS PROSPECTUS FOR MORE INFORMATION, INCLUDING RISK
CONSIDERATIONS. AS WITH ANY MUTUAL FUND, THERE CAN BE NO ASSURANCE THAT A FUND
WILL ACHIEVE ITS INVESTMENT OBJECTIVE. NO FUND, BY ITSELF, IS INTENDED TO BE A
COMPLETE INVESTMENT PROGRAM.

MONEY MARKET FUNDS
BOSTON 1784 U.S. TREASURY MONEY MARKET FUND,
BOSTON 1784 PRIME MONEY MARKET FUND AND
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND

Objective: to preserve principal value and maintain a high degree of
liquidity while providing current income.

BOSTON 1784 TAX-FREE MONEY MARKET FUND

Objective: to preserve principal value and maintain a high degree of
liquidity while providing current income exempt from federal income tax.

WHO MAY WANT TO INVEST

These Money Market Funds are designed for conservative investors who want
liquidity, current income at money market rates and stability of
principal. Because they emphasize stability, these Funds may be an
appropriate component of a savings plan. The Treasury Funds offer an
added measure of safety with their focus on U.S. government securities.

BOND FUNDS
BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND

Objective: current income consistent with preservation of capital.

BOSTON 1784 SHORT-TERM INCOME FUND AND BOSTON 1784 INCOME FUND

Objective: to maximize current income. Preservation of capital is a
secondary objective.

WHO MAY WANT TO INVEST

These Bond Funds are designed for investors seeking current income. The
Short-Term Income Fund may be appropriate for investors seeking a higher
yield than a money market fund and more price stability than a longer-term
bond fund. The Income Fund may be appropriate for investors seeking a
higher level of current income than is generally available from
shorter-term securities and who are willing to accept the greater price
fluctuations associated with higher levels of income. The U.S. Government
Fund offers an added measure of protection against credit risk with its
focus on U.S. government securities, but investors should still be able to
tolerate fluctuations in share price consistent with a medium-term fund.

PROSPECTUS

1
<PAGE>

FUND SUMMARY (CONTINUED)
- --------------------------------------------------------------------------------

TAX-EXEMPT FUNDS
BOSTON 1784 TAX-EXEMPT MEDIUM-TERM INCOME FUND

Objective: current income, exempt from federal income tax, consistent with
preservation of capital.

BOSTON 1784 CONNECTICUT TAX-EXEMPT INCOME FUND

Objective: current income exempt from both federal and Connecticut personal
income tax. Preservation of capital is a secondary objective.

BOSTON 1784 FLORIDA TAX-EXEMPT INCOME FUND

Objective: to provide current income exempt from federal income tax through
Fund shares which are exempt from Florida intangible personal property tax.
Preservation of capital is a secondary objective.

BOSTON 1784 MASSACHUSETTS TAX-EXEMPT INCOME FUND

Objective: current income, exempt from both federal and Massachusetts
personal income tax, consistent with preservation of capital.

BOSTON 1784 RHODE ISLAND TAX-EXEMPT INCOME FUND

Objective: current income exempt from federal income tax, Rhode Island
personal income tax and Rhode Island business corporation tax. Preservation
of capital is a secondary objective.

WHO MAY WANT TO INVEST
These Tax-Exempt Funds are designed for investors seeking income that is
exempt from federal income tax and who are also seeking exemption from
certain state taxes in Connecticut, Florida, Massachusetts or Rhode Island.
These Funds emphasize investment grade debt securities with intermediate
maturities. They may be appropriate for investors who can tolerate moderate
risk and some fluctuation in share price.

STOCK FUNDS

BOSTON 1784 ASSET ALLOCATION FUND

Objective: to achieve a favorable total rate of return through current
income and capital appreciation consistent with preservation of capital,
derived from investing in fixed income and equity securities.

BOSTON 1784 GROWTH AND INCOME FUND

Objective: long-term growth of capital with a secondary objective of
income.

BOSTON 1784 GROWTH FUND

Objective: capital appreciation. Dividend income, if any, is incidental to
this objective.

BOSTON 1784 SMALL CAP EQUITY FUND

Objective: capital appreciation. Dividend income, if any, is incidental to
this objective.

BOSTON 1784 INTERNATIONAL EQUITY FUND

Objective: long-term growth of capital. Dividend income, if any, is
incidental to this objective.

WHO MAY WANT TO INVEST
These Stock Funds are designed for long-term investors seeking high
long-term returns who can tolerate changes in the value of their
investments. The Asset Allocation Fund offers a balanced investment program
through both stocks and bonds. The Growth and Income Fund may be
appropriate for those who seek a combination of growth and income from
equity and some bond investments. The Growth Fund, the Small Cap Equity
Fund and the International Equity Fund may be appropriate for those who
seek growth from equity investments, who can tolerate substantial changes
in the value of an investment and who do not require current income from
the investment. These Funds invest in non-U.S. securities that involve
risks in addition to those of U.S. investments.

PROSPECTUS

2
<PAGE>

EXPENSES
- --------------------------------------------------------------------------------

THESE TABLES SHOW SHAREHOLDER TRANSACTION EXPENSES AND ESTIMATED ANNUAL
OPERATING EXPENSES FOR THE FUNDS, AND ARE INTENDED TO ASSIST INVESTORS IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT SHAREHOLDERS IN THE FUNDS WILL
BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE INFORMATION, SEE "MANAGEMENT" ON
PAGE 16 AND "GENERAL INFORMATION - EXPENSES" ON PAGE 26.

SHAREHOLDER TRANSACTION EXPENSES

Maximum sales load imposed on
purchases and reinvested dividends None
Deferred sales charges imposed on redemptions None
Redemption fee* None
Exchange fee None
- --------------------------------------------------------------------------------
*There is a $12 service fee if the Funds wire redemption proceeds to your bank
account.

ANNUAL OPERATING EXPENSES(1)
(EXPRESSED AS A PERCENTAGE OF AVERAGE NET ASSETS)
Total
Advisory 12b-1 Other Operating
Fee(2) Fee(2)(3) Expenses(2) Expenses(2)
- --------------------------------------------------------------------------------
U.S. Treasury Money
Market Fund .40% N/A .24% .64%
Prime Money
Market Fund .40 N/A .25 .65
Tax-Free Money
Market Fund .36 N/A .20 .56
Institutional U.S. Treasury
Money Market Fund .20 N/A .20 .40
U.S. Government Medium-
Term Income Fund .60 None .20 .80
Short-Term
Income Fund .50 None .16 .66
Income Fund .60 None .20 .80
Tax-Exempt Medium-
Term Income Fund .60 None .20 .80
Connecticut Tax-Exempt
Income Fund .60 None .15 .75
Florida Tax-Exempt
Income Fund(4) .60 None .20 .80
Massachusetts Tax-
Exempt Income Fund .60 None .20 .80
Rhode Island Tax-
Exempt Income Fund .60 None .17 .77
Asset Allocation Fund .74 None .51 1.25
Growth and
Income Fund .74 None .20 .94
Growth Fund .74 None .20 .94
Small Cap Equity Fund(4) .74 None .20 .94
International Equity Fund 1.00 None .37 1.37
- --------------------------------------------------------------------------------

EXAMPLE(1)
A shareholder would pay the following expenses on a $1,000 investment,
assuming a 5% annual return, reinvestment of all dividends and redemption of
the shares after the number of years indicated:

Prime Money Market Fund 7 21 36 81

Tax-Free Money Market Fund 6 18 31 70

Institutional U.S. Treasury
Money Market Fund 4 13 22 51

U.S. Government Medium-
Term Income Fund 8 26 44 99

Short-Term Income Fund 7 21 37 82

Income Fund 8 26 44 99

Tax-Exempt Medium-Term
Income Fund 8 26 44 99

Connecticut Tax-Exempt
Income Fund 8 24 42 93

Florida Tax-Exempt
Income Fund(4) 8 26 44 99

Massachusetts Tax-Exempt
Income Fund 8 26 44 99

Rhode Island Tax-Exempt
Income Fund 8 25 43 95

Asset Allocation Fund 13 40 69 151

Growth and Income Fund 10 30 52 115

Growth Fund 10 30 52 115

Small Cap Equity Fund(4) 10 30 52 115

International Equity Fund 14 43 75 165
- --------------------------------------------------------------------------------

(1)Unless otherwise noted, the information in the expense table and the example
is based on the fiscal year ended May 31, 1997 and reflects voluntary fee
waivers and/or reimbursements. The assumption in the example of a 5% annual
return is required by the Securities and Exchange

PROSPECTUS

3
<PAGE>

EXPENSES (CONTINUED)
- --------------------------------------------------------------------------------

Commission for all mutual funds, and is not a prediction of any Fund's future
performance. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OF ANY FUND. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

(2)Without fee waivers and reimbursements, advisory fees would be .40% for
each Money Market Fund (.20% for the Institutional U.S. Treasury Money
Market Fund), .74% for each Bond Fund (.50% for the Short-Term Income
Fund), .74% for each Tax-Exempt Fund and .74% for each Stock Fund (1.00%
for the International Equity Fund); 12b-1 fees would be .25% for each Fund
(other than the Money Market Funds); and other expenses and total operating
expenses would be .35% and .75% for the U.S. Treasury Money Market Fund,
.25% and .65% for the Prime Money Market Fund, .20% and .60% for the
Tax-Free Money Market Fund, .20% and .40% for the Institutional U.S.
Treasury Money Market Fund, .25% and 1.24% for the U.S. Government
Medium-Term Income Fund, .27% and 1.02% for the Short-Term Income Fund,
.21% and 1.20% for the Income Fund, .22% and 1.21% for the Tax-Exempt
Medium-Term Income Fund, .26% and 1.25% for the Connecticut Tax-Exempt
Income Fund, .41% and 1.41% for the Florida Tax-Exempt Income Fund, .29%
and 1.28% for the Massachusetts Tax-Exempt Income Fund, .28% and 1.27% for
the Rhode Island Tax-Exempt Income Fund, .92% and 1.91% for the Asset
Allocation Fund, .25% and 1.24% for the Growth and Income Fund, .76% and
1.75% for the Growth Fund, .76% and 1.75% for the Small Cap Equity Fund and
.37% and 1.62% for the International Equity Fund.

(3)12b-1 fees are asset-based sales charges. Without waiver of this fee,
after a substantial period of time annual payment of the fee may total more
than the maximum sales charge that would have been permissible if imposed
entirely as an initial sales charge.

(4)Because the Fund is newly organized, amounts are estimated for the current
fiscal year.

PROSPECTUS

4
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

THESE TABLES CONTAIN FINANCIAL INFORMATION ABOUT THE FUNDS WHICH IS INCLUDED IN
THE FUNDS' ANNUAL REPORTS. EXCEPT AS NOTED BELOW, THE FINANCIAL INFORMATION HAS
BEEN AUDITED BY COOPERS & LYBRAND L.L.P., INDEPENDENT ACCOUNTANTS. THEIR REPORTS
ON THE AUDITED FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS ARE INCLUDED IN THE
ANNUAL REPORTS. THE FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FROM THE
ANNUAL REPORTS ARE INCORPORATED BY REFERENCE INTO THE STATEMENT OF ADDITIONAL
INFORMATION. COPIES OF THE ANNUAL REPORTS MAY BE OBTAINED WITHOUT CHARGE BY
CALLING 1-800-BKB-1784. THE FLORIDA TAX-EXEMPT INCOME FUND AND SMALL CAP EQUITY
FUND ARE NEWLY ORGANIZED AND HAVE NOT ISSUED FINANCIAL STATEMENTS.

MONEY MARKET FUNDS
<TABLE>
<CAPTION>
============================================================================================================

NET DISTRIBU- NET NET
ASSET TIONS ASSET ASSETS RATIO
VALUE NET FROM NET VALUE END OF OF EXPENSES
BEGINNING INVESTMENT INVESTMENT END OF TOTAL PERIOD TO AVERAGE
OF PERIOD INCOME INCOME PERIOD RETURN (000) NET ASSETS
- ------------------------------------------------------------------------------------------------------------

BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
<S> <C> <C> <C> <C> <C> <C> <C>
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 $1.00 0.05 (0.05) $1.00 5.16% $ 78,999 0.64%
For the year ended May 31, 1995 $1.00 0.05 (0.05) $1.00 4.81% $ 55,068 0.60%
For the period ended May 31, 1994(1)$1.00 0.03 (0.03) $1.00 2.64%* $ 5,593 0.65%
- ------------------------------------------------------------------------------------------------------------

BOSTON 1784 PRIME MONEY MARKET FUND
For the period ended
May 31, 1997 (2) [To be added by amendment.]
For the year ended
December 31, 1996 (3) $1.00 0.05 (0.05) $1.00 5.02% $ 93,229 0.66%
For the year ended
December 31, 1995 $1.00 0.05 (0.05) $1.00 5.49% $156,532 0.62%
For the year ended
December 31, 1994 $1.00 0.04 (0.04) $1.00 3.75% $136,923 0.65%
For the year ended
December 31, 1993 $1.00 0.03 (0.03) $1.00 2.72% $168,909 0.59%
For the period ended
December 31, 1992 (4) $1.00 0.02 (0.02) $1.00 2.13% $242,935 0.59%
For the period ended
April 30, 1992 (5) $1.00 0.03 (0.03) $1.00 3.55% $280,931 0.48%
- ------------------------------------------------------------------------------------------------------------

BOSTON 1784 TAX-FREE MONEY MARKET FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 $1.00 0.03 (0.03) $1.00 3.55% $549,628 0.54%
For the year ended May 31, 1995 $1.00 0.03 (0.03) $1.00 3.29% $539,412 0.50%
For the period ended May 31, 1994(6)$1.00 0.02 (0.02) $1.00 2.31%* $407,448 0.27%
- ------------------------------------------------------------------------------------------------------------

BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 $1.00 0.05 (0.05) $1.00 5.45% $644,733 0.32%
For the year ended May 31, 1995 $1.00 0.05 (0.05) $1.00 5.05% $395,585 0.30%
For the period ended May 31,1994(7) $1.00 0.03 (0.03) $1.00 2.99%* $181,568 0.22%
- ------------------------------------------------------------------------------------------------------------

BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
<S> <C> <C> <C> <C>
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 5.02% 0.75% 4.91%
For the year ended May 31, 1995 5.13% 0.92% 4.81%
For the period ended May 31, 1994(1) 2.91% 6.42% (2.86)%
- --------------------------------------------------------------------------------

BOSTON 1784 PRIME MONEY MARKET FUND
For the period ended
May 31, 1997
For the year ended [To be added by amendment.]
December 31, 1996 (3) 4.85% 0.66% 4.85%
For the year ended
December 31, 1995 5.40% 0.62% 5.40%
For the year ended
December 31, 1994 3.64% 0.69% 3.60%
For the year ended
December 31, 1993 2.68% 0.70% 2.57%
For the period ended
December 31, 1992 (4) 3.13% 0.64% 3.08%
For the period ended
April 30, 1992 (5) 4.61% 0.63% 4.46%
- --------------------------------------------------------------------------------

BOSTON 1784 TAX-FREE MONEY MARKET FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 3.49% 0.60% 3.43%
For the year ended May 31, 1995 3.28% 0.61% 3.17%
For the period ended May 31, 1994(6) 2.39% 0.71% 1.95%
- --------------------------------------------------------------------------------

BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 5.29% 0.39% 5.22%
For the year ended May 31, 1995 5.12% 0.41% 5.01%
For the period ended May 31, 1994(7) 3.16% 0.55% 2.83%
- --------------------------------------------------------------------------------
</TABLE>

*Returns are for the period indicated and have not been annualized.
(1) The U.S. Treasury Money Market Fund commenced operations on June 7, 1993.
All ratios for the period have been annualized.
(2) The Prime Money Market Fund changed its fiscal year from December 31 to
May 31. Reflects operations for the period from January 1, 1997 to May 31,
1997. All ratios for the period have been annualized.
(3) Until December 9, 1996, the Prime Money Market Fund was known as the
BayFunds Money Market Portfolio and was a portfolio of BayFunds, an
open-end investment company registered under the Investment Company Act of
1940, as amended. Shares of the BayFunds Money Market Portfolio were
divided into two classes, known as Investment Shares and Trust Shares. The
Prime Money Market Fund has only a single class of outstanding shares. For
periods prior to December 9, 1996, Ernst & Young L.L.P. were the auditors
of the BayFunds Money Market Portfolio.
(4) The Prime Money Market Fund changed its fiscal year from April 30 to
December 31. Reflects operations for the period from May 1, 1992 to
December 31, 1992. All ratios for the period have been annualized.
(5) Reflects operations for the period from August 1, 1991 (date of initial
public investment) to April 30, 1992. During the period from May 16, 1991
(start of business) to August 1, 1991, net investment income aggregating to
$0.01 per share ($1,101) was distributed to Federated Administrative
Services. All ratios for the period have been annualized.
(6) The Tax-Free Money Market Fund commenced operations on June 14, 1993. All
ratios for the period have been annualized.
(7) The Institutional U.S. Treasury Money Market Fund commenced operations on
June 14, 1993. All ratios for the period have been annualized.

PROSPECTUS

5
<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
- -------------------------------------------------------------------------------
BOND FUNDS
<TABLE>
<CAPTION>
====================================================================================================================================

REALIZED AND
UNREALIZED
NET GAINS NET NET
ASSET OR DISTRIBUTIONS DISTRIBUTIONS ASSET ASSETS RATIO
VALUE NET (LOSSES) FROM NET FROM VALUE END OF EXPENSES
BEGINNING INVESTMENT ON INVESTMENT CAPITAL END TOTAL OF PERIOD TO AVERAGE
OF PERIOD INCOME INVESTMENTS INCOME GAINS OF PERIOD RETURN (000) NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $ 9.57 0.61 (0.26) (0.61) -- $ 9.31 3.65% $167,494 0.80%
For the year ended
May 31, 1995 $ 9.36 0.58 0.21 (0.58) -- $ 9.57 8.79% $130,081 0.80%
For the period ended
May 31, 1994(1) $10.00 0.59 (0.64) (0.59) -- $ 9.36 (0.65)%* $ 92,387 0.31%
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 SHORT-TERM INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $10.09 0.60 (0.12) (0.60) (0.04) $ 9.93 4.87% $ 86,383 0.63%
For the period ended
May 31, 1995(2) $10.00 0.56 0.09 (0.56) -- $10.09 6.74%* $ 52,581 0.48%
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $10.39 0.65 (0.37) (0.65) (0.12) $ 9.90 2.64% $235,022 0.80%
For the period ended
May 31, 1995(2) $10.00 0.62 0.39 (0.62) -- $10.39 10.69%* $196,515 0.55%
- ------------------------------------------------------------------------------------------------------------------------------------

================================================================================
RATIO RATIO OF
RATIO OF EXPENSES NET INCOME
OF NET TO AVERAGE TO AVERAGE
INCOME NET ASSETS NET ASSETS PORTFOLIO
TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER
NET ASSETS WAIVERS) WAIVERS) RATE
- --------------------------------------------------------------------------------

BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 6.23% 1.24% 5.79% 158.66%
For the year ended
May 31, 1995 6.24% 1.27% 5.77% 142.14%
For the period ended
May 31, 1994(1) 6.08% 1.35% 5.04% 144.77%
- --------------------------------------------------------------------------------

BOSTON 1784 SHORT-TERM INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 5.87% 1.06% 5.44% 95.06%
For the period ended
May 31, 1995(2) 6.31% 1.27% 5.52% 84.54%
- --------------------------------------------------------------------------------

BOSTON 1784 INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 6.17% 1.20% 5.77% 100.51%
For the period ended
May 31, 1995(2) 7.01% 1.23% 6.33% 80.53%
- --------------------------------------------------------------------------------
*Returns are for the period indicated and have not been annualized.

(1) The U.S. Government Medium-Term Income Fund commenced operations on June 7,
1993. All ratios for the period have been annualized.
(2) The Short-Term Income and Income Funds commenced operations on July 1,
1994. All ratios for the period have been annualized.
</TABLE>

TAX-EXEMPT FUNDS
====================================================================================================================================
REALIZED AND
UNREALIZED
NET GAINS NET NET
ASSET OR DISTRIBUTIONS DISTRIBUTIONS ASSET ASSETS RATIO
VALUE NET (LOSSES) FROM NET FROM VALUE END OF EXPENSES
BEGINNING INVESTMENT ON INVESTMENT CAPITAL END TOTAL OF PERIOD TO AVERAGE
OF PERIOD INCOME INVESTMENTS INCOME GAINS OF PERIOD RETURN (000) NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 TAX-EXEMPT MEDIUM-TERM INCOME FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $10.14 0.51 (0.09) (0.51) (0.06) $ 9.99 4.31% $196,787 0.79%
For the year ended
May 31, 1995 $ 9.90 0.48 0.24 (0.48) -- $10.14 7.58% $176,345 0.80%
For the period ended
May 31, 1994(1) $10.00 0.49 (0.10) (0.49) -- $ 9.90 3.93%* $ 36,365 0.32%
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 CONNECTICUT TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $10.27 0.53 (0.10) (0.53) -- $10.17 4.20% $ 81,441 0.75%
For the period ended
May 31, 1995(2) $10.00 0.45 0.27 (0.45) -- $10.27 7.45%* $ 61,369 0.52%
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 MASSACHUSETTS TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $ 9.90 0.48 (0.12) (0.48) -- $ 9.78 3.64% $106,619 0.80%
For the year ended
May 31, 1995 $ 9.81 0.47 0.09 (0.47) -- $ 9.90 6.00% $ 82,058 0.80%
For the period ended
May 31, 1994(3) $10.00 0.50 (0.19) (0.50) -- $ 9.81 3.04%* $ 49,662 0.33%
- ------------------------------------------------------------------------------------------------------------------------------------

RATIO RATIO OF
RATIO OF EXPENSES NET INCOME
OF NET TO AVERAGE TO AVERAGE
INCOME NET ASSETS NET ASSETS PORTFOLIO
TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER
NET ASSETS WAIVERS) WAIVERS) RATE
- --------------------------------------------------------------------------------

BOSTON 1784 TAX-EXEMPT MEDIUM-TERM INCOME FUND
<S> <C> <C> <C> <C>
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 4.90% 1.21% 4.48% 37.35%
For the year ended
May 31, 1995 5.02% 1.26% 4.56% 74.74%
For the period ended
May 31, 1994(1) 5.06% 1.61% 3.77% 98.83%
- --------------------------------------------------------------------------------

BOSTON 1784 CONNECTICUT TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 5.02% 1.29% 4.48% 20.41%
For the period ended
May 31, 1995(2) 5.44% 1.40% 4.56% 35.56%
- --------------------------------------------------------------------------------

BOSTON 1784 MASSACHUSETTS TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 4.73% 1.28% 4.25% 47.00%
For the year ended
May 31, 1995 4.93% 1.35% 4.38% 34.59%
For the period ended
May 31, 1994(3) 5.10% 1.41% 4.02% 13.99%
- --------------------------------------------------------------------------------
</TABLE>

PROSPECTUS

6
<PAGE>
TAX-EXEMPT FUNDS (CONTINUED)
<TABLE>
<CAPTION>
====================================================================================================================================

BOSTON 1784 RHODE ISLAND TAX-EXEMPT INCOME FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $10.13 0.53 (0.07) (0.53) -- $10.06 4.65% $37,904 0.77%
For the period ended
May 31, 1995(4) $10.00 0.45 0.13 (0.45) -- $10.13 6.09%* $32,495 0.54%
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 RHODE ISLAND TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 5.16% 1.35% 4.58% 19.68%
For the period ended
May 31, 1995(4) 5.56% 1.60% 4.50% 57.51%
- --------------------------------------------------------------------------------
*Returns are for the period indicated and have not been annualized.
(1) The Tax-Exempt Medium-Term Income Fund commenced operations on June 14,
1993. All ratios for the period have been annualized.
(2) The Connecticut Tax-Exempt Income Fund commenced operations on August 1,
1994. All ratios for the period have been annualized.
(3) The Massachusetts Tax-Exempt Income Fund commenced operations on June 14,
1993. All ratios for the period have been annualized.
(4) The Rhode Island Tax-Exempt Income Fund commenced operations on August 1,
1994. All ratios for the period have been annualized.

</TABLE>

STOCK FUNDS
================================================================================
<TABLE>
<CAPTION>

BOSTON 1784 ASSET ALLOCATION FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $10.99 0.31 1.61 (0.31) (0.29) $12.31 17.83% $ 16,831 1.25%
For the year ended
May 31, 1995 $ 9.84 0.28 1.15 (0.27) (0.01) $10.99 14.84% $ 8,622 1.25%
For the period ended
May 31, 1994(1) $10.00 0.19 (0.20) (0.15) (0.00) $ 9.84 (0.15)%* $ 6,928 1.25%
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 GROWTH AND INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $12.16 0.10 3.08 (0.11) (0.00) $15.23 26.32% $303,463 0.94%
For the year ended
May 31, 1995 $10.57 0.11 1.67 (0.10) (0.09) $12.16 17.09% $229,200 0.94%
For the period ended
May 31, 1994(2) $10.00 0.12 0.56 (0.11) (0.00) $10.57 6.80%* $121,717 0.35%
- ------------------------------------------------------------------------------------------------------------------------------------

BOSTON 1784 GROWTH FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the period ended
May 31, 1996(3) $10.00 0.02 1.25 (0.00) (0.00) $11.27 12.70%* $ 46,026 0.20%

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

BOSTON 1784 INTERNATIONAL EQUITY FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 $10.41 0.11 1.85 (0.27) (0.05) $12.05 19.08% $362,460 1.13%
For the period ended
May 31, 1995(4) $10.00 0.06 0.35 (0.00) (0.00) $10.41 4.73%* $148,439 0.89%
- ------------------------------------------------------------------------------------------------------------------------------------

RATIO RATIO OF
RATIO OF EXPENSES NET INCOME
OF NET TO AVERAGE TO AVERAGE
INCOME NET ASSETS NET ASSETS PORTFOLIO AVG.
TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER COMM.
NET ASSETS WAIVERS) WAIVERS) RATE RATE(5)
- -------------------------------------------------------------------------------------------
BOSTON 1784 ASSET ALLOCATION FUND

For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 2.86% 1.90% 2.21% 39.56% N/A
For the year ended
May 31, 1995 2.88% 2.51% 1.62% 67.23% N/A
For the period ended
May 31, 1994(1) 2.62% 3.61% 0.26% 28.19% N/A
- -------------------------------------------------------------------------------------------
BOSTON 1784 GROWTH AND INCOME FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 0.78% 1.24% 0.48% 39.50% N/A
For the year ended
May 31, 1995 1.05% 1.23% 0.76% 38.94% N/A
For the period ended
May 31, 1994(2) 1.23% 1.36% 0.22% 31.55% N/A
- -------------------------------------------------------------------------------------------

BOSTON 1784 GROWTH FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the period ended
May 31, 1996(3) 1.75% 1.73% 0.22% 0.00% N/A
- -------------------------------------------------------------------------------------------

BOSTON 1784 INTERNATIONAL EQUITY FUND
For the year ended
May 31, 1997 [To be added by amendment.]
For the year ended
May 31, 1996 0.76% 1.61% 0.28% 15.55% N/A
For the period ended
May 31, 1995(4) 2.06% 1.70% 1.25% 11.03% N/A
- -------------------------------------------------------------------------------------------
* Returns are for the period indicated and have not been annualized.
(1) The Asset Allocation Fund commenced operations on June 14, 1993. All ratios
for the period have been annualized.
(2) The Growth and Income Fund commenced operations on June 7, 1993. All ratios
for the period have been annualized.
(3) The Growth Fund commenced operations on March 28, 1996. All ratios for the
period have been annualized.
(4) The International Equity Fund commenced operations on January 3, 1995. All
ratios for the period have been annualized.
(5) Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is required for fiscal years
beginning after September 1, 1995.

PROSPECTUS
</TABLE>

7
<PAGE>

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT POLICIES: THIS SECTION DESCRIBES
EACH FUND'S INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT POLICIES. ADDITIONAL
INVESTMENT POLICIES AND RISK CONSIDERATIONS ARE DESCRIBED IN THE NEXT SECTIONS.
EACH FUND'S INVESTMENT OBJECTIVE IS FUNDAMENTAL, MEANING THAT IT CANNOT BE
CHANGED WITHOUT THE APPROVAL OF SHAREHOLDERS OF THAT FUND. OF COURSE, THERE CAN
BE NO ASSURANCE THAT ANY FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE.

MONEY MARKET FUNDS
The investment objective of the BOSTON 1784 U.S. TREASURY MONEY MARKET FUND,
BOSTON 1784 PRIME MONEY MARKET FUND and BOSTON 1784 INSTITUTIONAL U.S.
TREASURY MONEY MARKET FUND is to preserve principal value and maintain a
high degree of liquidity while providing current income.

The investment objective of the BOSTON 1784 TAX-FREE MONEY MARKET FUND is to
preserve principal value and maintain a high degree of liquidity while providing
current income exempt from federal income taxes.

The U.S. TREASURY MONEY MARKET FUND and INSTITUTIONAL U.S. TREASURY MONEY MARKET
FUND invest primarily in U.S. Treasury obligations, including bills, notes and
bonds, and repurchase agreements secured by U.S. Treasury obligations. Under
normal circumstances at least 65% of these Funds' assets is invested in these
securities. U.S. Treasury obligations are supported by the "full faith and
credit" of the United States. Under normal circumstances these Funds invest the
rest of their assets in obligations of U.S. government agencies or
instrumentalities and repurchase agreements secured by these obligations.
Subject to applicable law, the Institutional Treasury Fund also invests in other
mutual funds that hold only U.S. government obligations and repurchase
agreements secured by these obligations. Some obligations of U.S. government
agencies and instrumentalities are supported by the "full faith and credit" of
the United States, others by the right of the issuer to borrow from the U.S.
Treasury and others only by the credit of the agency or instrumentality.
ALTHOUGH THE FUNDS INVEST IN U.S. GOVERNMENT OBLIGATIONS, AN INVESTMENT IN THE
FUNDS IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.

The PRIME MONEY MARKET FUND invests primarily in high quality money market
instruments. These instruments include short-term U.S. government obligations,
corporate bonds, bank obligations (including certificates of deposit, bankers'
acceptances and fixed time obligations), commercial paper and other short-term
debt obligations and repurchase agreements.

The TAX-FREE MONEY MARKET FUND invests primarily in Municipal Securities.
Municipal Securities are debt securities issued by the states, territories and
possessions of the United States (including the District of Columbia) and their
political subdivisions, agencies and instrumentalities that pay interest that is
exempt from federal income tax, including the alternative minimum tax. Municipal
Securities also may be issued by other qualifying issuers and include bonds,
notes and commercial paper. Under normal circumstances at least 80% of the
Fund's net assets is invested in Municipal Securities. The Fund may also invest
in taxable money market instruments, such as short-term U.S. government
obligations, bank obligations (including certificates of deposit, bankers'
acceptances and fixed time obligations), commercial paper and other short-term
debt obligations and repurchase agreements. Under normal circumstances not more
than 20% of the Fund's assets is invested in taxable instruments.

Each Fund employs specific investment policies and procedures designed to
maintain a constant net asset value of $1.00 per share. There can be no
assurance, however, that a constant net asset value will be maintained on a
continuing basis.

The Funds comply with industry regulations applicable to money market funds.
These regulations require that each Fund's investments mature or be deemed to
mature within 397 days from the date of acquisition, that the average maturity
of each Fund's investments (on a dollar-weighted basis) be 90 days or less, and
that all of the Funds' investments be in U.S. dollar-denominated high quality
securities which have been determined by the Adviser to present minimal credit
risks. Investments in high quality, short-term instruments may, in many
circumstances, result in a lower yield than would be available from investments
in instruments with a lower quality or a longer term.

BOND FUNDS
The investment objective of the BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME
FUND is current income consistent with preservation of capital.

PROSPECTUS

8
<PAGE>

The investment objective of the BOSTON 1784 SHORT-TERM INCOME FUND and BOSTON
1784 INCOME FUND is to maximize current income. Preservation of capital is a
secondary objective for both of these Funds.

The U.S. GOVERNMENT MEDIUM-TERM INCOME FUND invests primarily in U.S. government
obligations and repurchase agreements secured by U.S. government obligations.
U.S. government obligations are obligations issued or guaranteed as to principal
and interest by the U.S. government or one of its agencies or instrumentalities.
Some obligations of U.S. government agencies and instrumentalities are supported
by the "full faith and credit" of the United States, others by the right of the
issuer to borrow from the U.S. Treasury and others only by the credit of the
agency or instrumentality. Under normal circumstances at least 65% of the Fund's
assets is invested in U.S. government obligations and repurchase agreements
secured by U.S. government obligations.

The Fund invests both in direct obligations of the U.S. government and in
obligations such as mortgage-backed securities in the form of mortgage
pass-through certificates issued or guaranteed by the U.S. government or its
agencies. ALTHOUGH THE FUND INVESTS IN U.S. GOVERNMENT OBLIGATIONS, AN
INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.

The Fund's average weighted maturity is expected to be from three to ten years
under normal circumstances.

The BOSTON 1784 SHORT-TERM INCOME FUND and BOSTON 1784 INCOME FUND invest
primarily in debt securities, such as bonds, debentures, notes, mortgage- and
asset-backed securities and municipal securities. Under normal circumstances at
least 80% of each Fund's assets is invested in these securities. Each Fund may
invest up to 30% of its assets in securities of non-U.S. issuers, including
issuers in developing countries.

The Funds generally invest in securities of medium to high credit quality. Under
normal circumstances the Funds expect to invest at least 65% of their assets in
securities rated A or better by Standard & Poor's or Moody's or of comparable
quality as determined by the Adviser. These ratings are described in the
Statement of Additional Information. Investments in higher quality instruments
may result in a lower yield than would be available from investments in lower
quality instruments.

The Short-Term Income Fund's average weighted maturity is expected to be not
more than three years under normal circumstances. Short-term debt securities
generally fluctuate less in price, and have lower yields, than longer-term
securities of comparable quality.

The Income Fund's average weighted maturity is expected to be from seven to
thirty years under normal circumstances. While longer-term securities tend to
have higher yields than short-term securities, they are subject to greater price
fluctuations as a result of interest rate changes and other factors.

TAX-EXEMPT FUNDS
The investment objective of the BOSTON 1784 TAX-EXEMPT MEDIUM-TERM INCOME FUND
is current income, exempt from federal income tax, consistent with preservation
of capital.

The investment objective of the BOSTON 1784 CONNECTICUT TAX-EXEMPT INCOME FUND
is current income exempt from both federal and Connecticut personal income tax.
Preservation of capital is a secondary objective.

The investment objective of the BOSTON 1784 FLORIDA TAX-EXEMPT INCOME FUND is
current income exempt from federal income tax through Fund shares which are
exempt from Florida intangible personal property tax. Preservation of capital is
a secondary objective.

The investment objective of the BOSTON 1784 MASSACHUSETTS TAX-EXEMPT INCOME FUND
is current income, exempt from both federal and Massachusetts personal income
tax, consistent with preservation of capital.

The investment objective of the BOSTON 1784 RHODE ISLAND TAX-EXEMPT INCOME FUND
is current income exempt from federal income tax, from Rhode Island personal
income tax and the Rhode Island business corporation tax. Preservation of
capital is a secondary objective.

The TAX-EXEMPT MEDIUM-TERM INCOME FUND invests primarily in Municipal
Securities. Municipal Securities are debt securities issued by the states,
territories and possessions of the United States (including the District of
Columbia) and their political subdivisions, agencies and instrumentalities that
pay interest that is exempt from federal income tax, including the alternative
minimum tax. Municipal Securities also may be issued by other qualifying issuers
and include bonds, notes

(CONTINUED)
PROSPECTUS
9
<PAGE>

INVESTMENT INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------

and commercial paper. The Fund may invest in "general obligation" bonds, which
are backed by the full faith, credit and taxing power of the issuer, and in
"revenue" bonds, which are payable only from the revenues generated by a
specific project or from another specific revenue source. Under normal
circumstances at least 80% of the Fund's net assets is invested in Municipal
Securities.

The Fund also may invest in debt securities that pay interest that is not exempt
from federal income tax or is subject to the alternative minimum tax, such as
U.S. government obligations, corporate bonds, bank obligations, commercial paper
and repurchase agreements. Under normal circumstances not more than 20% of the
Fund's assets is invested in these instruments.

The Fund invests in investment grade securities. While investment grade
securities may be high quality, securities in the lowest categories of
investment grade and securities of comparable quality may have speculative
characteristics. In adverse economic or other circumstances, issuers of these
securities are more likely to have difficulty making principal and interest
payments than issuers of higher grade obligations.

The Fund's average weighted maturity is expected to be from three to ten years
under normal circumstances.

The CONNECTICUT TAX-EXEMPT INCOME FUND, FLORIDA TAX-EXEMPT INCOME FUND,
MASSACHUSETTS TAX-EXEMPT INCOME FUND and RHODE ISLAND TAX-EXEMPT INCOME FUND
invest primarily in State Municipal Securities. State Municipal Securities are
Municipal Securities that pay interest that is exempt from that state's personal
income tax or, in Florida, Municipal Securities that are not subject to
Florida's intangible personal property tax. Each Fund also may invest in
Municipal Securities that pay interest that is not exempt from state income tax.
Under normal circumstances at least 80% of each Fund's net assets is invested in
Municipal Securities and at least 65% of each Fund's assets is invested in State
Municipal Securities. See Appendix A for information on taxable equivalent
yields.

Each Fund also may invest in debt securities that pay interest that is not
exempt from federal or state income tax. Under normal circumstances not more
than 20% of each Fund's assets is invested in these securities.

Like the Tax-Exempt Medium-Term Income Fund, these Funds invest in investment
grade securities. Some of these securities may have speculative characteristics,
and in adverse economic or other circumstances, issuers of these securities are
more likely to have difficulty making principal and interest payments than
issuers of higher grade obligations. Each Fund's average weighted maturity is
expected to be from five to ten years under normal circumstances.

These Funds are non-diversified, meaning that they may invest a relatively high
percentage of their assets in the obligations of a limited number of issuers. As
a result, each Fund may be more susceptible to any single economic, political or
regulatory occurrence. Each Fund is particularly susceptible to events affecting
issuers in its particular state. See "Risk Considerations" for more information.

STOCK FUNDS

The investment objective of the BOSTON 1784 ASSET ALLOCATION FUND is to achieve
a favorable total rate of return through current income and capital appreciation
consistent with preservation of capital, derived from investing in fixed income
and equity securities.

The investment objective of the BOSTON 1784 GROWTH AND INCOME FUND is long-term
growth of capital with a secondary objective of income.

The investment objective of the BOSTON 1784 GROWTH FUND is capital appreciation.
Dividend income, if any, is incidental to this objective.

The investment objective of the BOSTON 1784 SMALL CAP EQUITY FUND is capital
appreciation. Dividend income, if any, is incidental to this objective.

The investment objective of the BOSTON 1784 INTERNATIONAL EQUITY FUND is
long-term growth of capital. Dividend income, if any, is incidental to this
objective.

The ASSET ALLOCATION FUND allocates its assets between equity securities and
debt securities. Under normal circumstances 30% to 70% of the Fund's assets are
invested in equity securities, 30% to 60% are invested in intermediate and
long-term debt securities and 0% to 40% are invested in short-term debt
securities or money market instruments. Equity securities include common stock,
warrants to purchase common stock, debt securities convertible into common
stock, convertible and non-convertible preferred stock and depositary receipts.
The Adviser determines the mix of investments between equity and debt securities
based on current economic and market conditions and underlying securities
values.

PROSPECTUS

10
<PAGE>
- --------------------------------------------------------------------------------

The Fund's equity securities generally are securities of issuers with market
capitalizations of at least $250 million that the Adviser believes are
financially sound, have a track record of growth in earnings and dividends and
offer the prospect for above-average growth, including growth in dividends
(referred to as Established Companies). The Fund's debt securities include
investment grade corporate debt securities, debt obligations issued or
guaranteed as to the payment of principal and interest by the U.S. government or
by non-U.S. governments and mortgage-backed and asset-backed securities rated A
or better by Standard & Poor's or Moody's or of comparable quality as determined
by the Adviser. These ratings are described in the Statement of Additional
Information. The Fund's money market investments include short-term U.S.
government and corporate obligations, commercial paper, bank obligations and
repurchase agreements.

The GROWTH AND INCOME FUND invests primarily in common stock (including
depositary receipts) of U.S. and non-U.S. issuers. Under normal circumstances at
least 65% of the Fund's assets is invested in these securities.

The Fund emphasizes equity securities of Established Companies. The Fund also
may invest in other securities that provide an opportunity for appreciation or
income, such as convertible and non-convertible debt securities, preferred
stock, warrants and money market instruments.

The GROWTH FUND invests primarily in common stock (including depositary
receipts) and securities convertible into common stock of U.S. and non-U.S.
issuers. Under normal circumstances at least 65% of the Fund's assets is
invested in these securities. The Fund emphasizes securities of issuers that the
Adviser believes have above-average growth potential, including securities of
smaller, lesser-known companies. The Fund may also pursue growth by investing in
companies with established products that are developing new product lines, new
management methods or new distribution channels, companies that may be industry
leaders, or revitalized companies in declining industries that hold a strong
position in the market. Growth may be measured by earnings, cash flow or gross
sales. While some of the Fund's investments may pay dividends, receipt of
current income is not a consideration in selecting investments.

The Fund may also invest in non-convertible debt securities, preferred stocks
and money market instruments. Under normal circumstances not more than 35% of
the Fund's assets is invested in these securities.

The SMALL CAP EQUITY FUND invests primarily in common stock (including
depositary receipts) and securities convertible into common stock of U.S. and
non-U.S. issuers that have small market capitalizations. Under normal
circumstances at least 65% of the Fund's total assets is invested in these
securities. Small market capitalization companies are those with market
capitalizations of $1.5 billion or less at the time of the Fund's investment.
The average market capitalization of companies whose securities are held by the
Fund, on a dollar-weighted basis, is not expected to exceed $1 billion.
Securities of small market capitalization companies may be listed on registered
exchanges or traded in the over-the-counter markets.

The Fund emphasizes securities of issuers that the Adviser believes have
above-average growth potential, including securities of lesser-known companies.
In addition, the Fund may invest in companies that are believed to be emerging
companies relative to their potential markets. The Fund may invest in securities
of issuers in developing countries. While some of the Fund's investments may pay
dividends, receipt of current income is not a consideration in selecting
investments.

The INTERNATIONAL EQUITY FUND invests primarily in equity securities of non-U.S.
issuers. Under normal circumstances at least 65% of the Fund's assets is
invested in securities of issuers organized in at least three countries other
than the United States. Equity securities include common stock, preferred stock,
securities convertible into common stock, trust or limited partnership
interests, rights and warrants to acquire equity securities and depositary
receipts or other similar securities representing common stock of foreign
issuers. The Fund may invest in securities of issuers in developing countries.

The Fund emphasizes equity securities of issuers with market capitalizations of
at least $100 million that the Fund's Advisers believe are financially sound,
have a track record of growth in earnings and dividends and have above-average
growth potential. While some of the Fund's investments may pay dividends,
receipt of current income is not a consideration in selecting investments.

(CONTINUED)
PROSPECTUS
11
<PAGE>

INVESTMENT INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------

ADDITIONAL INVESTMENT POLICIES: THIS SECTION DESCRIBES ADDITIONAL INVESTMENT
POLICIES OF THE FUNDS. SEE "RISK CONSIDERATIONS" FOR MORE INFORMATION.

NON-U.S. SECURITIES.
Each Fund may invest a portion of its assets in non-U.S. securities. The
International Equity Fund will invest most of its assets in non-U.S. securities.
Investing in non-U.S. securities involves risks in addition to those of
investing in U.S. securities. These risks are heightened for investments in
securities of issuers in developing countries. See "Risk Considerations."

TEMPORARY INVESTMENTS.
During periods of unusual economic or market conditions or for temporary
defensive purposes or liquidity, each Fund may invest without limit in cash and
in U.S. dollar-denominated high quality money market and short-term instruments.
These investments may result in a lower yield than would be available from
investments with a lower quality or longer term.

OTHER PERMITTED INVESTMENTS.
For more information regarding the Funds' permitted investments and investment
practices, see Appendix B. The Funds will not necessarily invest or engage in
each of the investments and investment practices in Appendix B but reserve the
right to do so. The Money Market Funds will invest or engage in the investments
and investment practices in Appendix B only to the extent consistent with
industry regulations applicable to money market funds.

OTHER INVESTMENT COMPANIES.
Each of the Prime Money Market Fund, the Florida Tax-Exempt Income Fund, the
Growth Fund, the Small Cap Equity Fund and the International Equity Fund may
invest substantially all of its assets in a mutual fund having the same
investment objective and policies as that particular Fund. This structure is
known as a master/feeder investment structure. Shareholders of a Fund will be
given at least 30 days' notice before that Fund converts to this structure.

INVESTMENT RESTRICTIONS.
The Statement of Additional Information contains a list of specific investment
restrictions which govern the investment policies of the Funds, including a
limitation that each Fund may borrow money from banks in an amount not to exceed
33 1/3% of the Fund's total assets for extraordinary or emergency purposes
(e.g., to meet redemption requests). Shareholder approval is required to change
each Fund's investment objective. Generally, the Funds' investment policies may
be changed without shareholder approval. If a percentage or rating restriction
(other than a restriction as to borrowing) is adhered to at the time an
investment is made, a later change in percentage or rating resulting from
changes in a Fund's securities will not be a violation of policy.

PORTFOLIO TURNOVER.
Securities of a Fund will be sold whenever the Adviser or Advisers believe it is
appropriate to do so in light of the Fund's investment objective, without regard
to the length of time a particular security may have been held. The turnover
rates for each Fund are included in the Financial Highlights for that Fund. The
amount of brokerage commissions and realization of taxable capital gains will
tend to increase as the level of portfolio activity increases. The annual
turnover rate for the Florida Tax-Exempt Income Fund is not expected to exceed
100%, and the annual turnover rate for the Small Cap Equity Fund is not expected
to exceed 150%.

BROKERAGE TRANSACTIONS.
The primary consideration in placing each Fund's securities transactions with
broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. The Funds may execute brokerage or other agency transactions through
an investment adviser or distributor of the Funds. The adviser or distributor
will be paid for these transactions.

PROSPECTUS

12
<PAGE>

RISK CONSIDERATIONS: THE RISKS OF INVESTING IN EACH FUND VARY DEPENDING UPON THE
NATURE OF THE SECURITIES HELD, AND THE INVESTMENT PRACTICES EMPLOYED, ON ITS
BEHALF. CERTAIN OF THESE RISKS ARE DESCRIBED IN THIS SECTION.

CHANGES IN NET ASSET VALUE.
Each Bond, Tax-Exempt and Stock Fund's net asset value will fluctuate based on
changes in the values of its underlying portfolio securities. This means that an
investor's shares may be worth more or less at redemption than at the time of
purchase. (The Money Market Funds employ procedures to maintain a stable net
asset value of $1.00 per share; however, there can be no assurance that a stable
net asset value will be maintained.) Equity securities fluctuate in response to
general market and economic conditions and other factors, including actual and
anticipated earnings, changes in management, political developments and the
potential for takeovers and acquisitions. The value of debt securities,
including Municipal Securities, generally goes down when interest rates go up,
and up when interest rates go down. Changes in interest rates will generally
cause larger changes in the prices of longer-term securities than in the prices
of shorter-term securities. Prices of debt securities also fluctuate based on
changes in the actual and perceived creditworthiness of issuers. The prices of
lower rated securities often fluctuate more than those of higher rated
securities.

CREDIT RISK OF DEBT SECURITIES.
It is possible that some issuers will not make payments on debt securities held
by a Fund. Investors should be aware that securities offering above-average
yields may involve above-average risks. Securities rated in the lowest
categories of investment grade (that is, BBB or Baa by Standard & Poor's or
Moody's) and equivalent securities may have speculative characteristics. In
adverse economic or other circumstances, issuers of these securities are more
likely to have difficulty making principal and interest payments than issuers of
higher grade obligations.

NON-U.S. SECURITIES.
Investments in non-U.S. securities involve risks relating to political, social
and economic developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and non-U.S. issuers and
markets are subject. These risks may include expropriation, confiscatory
taxation, withholding taxes on dividends and interest, limitations on the use or
transfer of portfolio assets and political or social instability. Enforcing
legal rights may be difficult, costly and slow in non-U.S. countries, and there
may be special problems enforcing claims against non-U.S. governments. In
addition, non-U.S. companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be less
public information about their operations. Non-U.S. markets may be less liquid
and more volatile than U.S. markets, and may offer less protection to investors
such as the Funds. Prices at which a Fund may acquire securities may be affected
by trading by persons with material non-public information and by securities
transactions by brokers in anticipation of transactions by the Fund.

Because non-U.S. securities often trade in currencies other than the U.S.
dollar, changes in currency exchange rates will affect a Fund's net asset value,
the value of dividends and interest earned and gains and losses realized on the
sale of securities. In addition, some non-U.S. currency values may be volatile
and there is the possibility of governmental controls on currency exchanges or
governmental intervention in currency markets.

Equity securities traded in certain foreign countries may trade at
price-earnings multiples higher than those of comparable companies trading on
securities markets in the United States. These multiples may not be sustainable.
Rapid increases in money supply in certain countries may result in speculative
investment in equity securities which may contribute to volatility of trading
markets.

The costs attributable to non-U.S. investing, such as the costs of maintaining
custody of securities in non-U.S. countries, frequently are higher than those
involved in U.S. investing. As a result, the operating expense ratios of the
Funds may be higher than those of investment companies investing exclusively in
U.S. securities.

The International Equity Fund, the Short-Term Income Fund, the Income Fund and
the Small Cap Equity Fund may invest in issuers located in developing countries,
such as the Philippines, Malaysia, Indonesia, Thailand, South Korea, India,
Poland, Hungary, Brazil, Peru and Russia. Developing countries are generally
defined as countries in the initial stages of their industrialization cycles
with low per capita income. All of the risks of investing in non-U.S. securities
are heightened

(CONTINUED)
PROSPECTUS

13
<PAGE>

INVESTMENT INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------

by investing in developing countries. Historical experience indicates that the
markets of developing countries have been more volatile than the markets of
developed countries with more mature economies; these markets often have
provided higher rates of return, and greater risks, to investors.

SMALLER COMPANIES.
Investors in the Stock Funds, particularly the Growth Fund and the Small Cap
Equity Fund, should be aware that the securities of companies with small market
capitalizations may have more risks than the securities of other companies.
Smaller companies may be more susceptible to market downturns or setbacks
because they may have limited product lines, markets, distribution channels, and
financial and management resources. Smaller companies also may have cash flow or
cash availability problems by virtue of their limited product lines and
resources. There is often less publicly available information about smaller
companies than about more established companies. As a result, the prices of
securities issued by smaller companies may be volatile. Securities of these
companies also may be less actively or frequently traded than securities of
larger companies. Shares of the Stock Funds, particularly the Growth Fund and
the Small Cap Equity Fund, may fluctuate in value more than shares of a fund
with more investments in larger, more established companies.

"REVENUE" OBLIGATIONS.
Each Bond and Tax-Exempt Fund may invest in Municipal Obligations that are
payable only from the revenues generated from a specific project or from another
specific revenue source. Projects may suffer construction delays, increased
costs or reduced revenues as a result of political, regulatory, economic and
other factors. As a result projects may not generate sufficient revenues to pay
principal and interest on Municipal Securities held by a Fund.

NON-DIVERSIFIED FUNDS.
Each state Tax-Exempt Fund is a non-diversified mutual fund. This means that it
is not subject to any statutory restrictions under the Investment Company Act of
1940 limiting the investment of its assets in one or relatively few issuers
(although certain diversification requirements are imposed by the Internal
Revenue Code). Since each of these Funds may invest a relatively high percentage
of its assets in the obligations of a limited number of issuers, the value of
shares of these Funds may be more susceptible to any single economic, political
or regulatory occurrence. Each of these Funds also may invest 25% or more of its
assets in securities the issuers of which are located in the same state or the
interest on which is paid from revenues of similar type projects or that are
otherwise related in such a way that a single economic, business or political
development or change affecting one of the securities would also affect other
securities. Investors should consider the greater risk inherent in these
policies when compared with more diversified mutual funds.

The Statement of Additional Information describes recent economic events in
Connecticut, Florida, Massachusetts and Rhode Island. Each state Fund is
particularly susceptible to events affecting issuers in its state.

INVESTMENT PRACTICES.
Certain of the investment practices employed for the Funds may entail certain
risks. These risks are in addition to the risks described above and are
described in Appendix B.

PROSPECTUS

14
<PAGE>

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

MONEY MARKET FUNDS
Substantially all of each Money Market Fund's net income from dividends and
interest is declared as a dividend daily to shareholders of record. Shares begin
accruing dividends on the date of purchase, and accrue dividends up to and
including the day prior to redemption. Dividends are paid MONTHLY on the first
business day of each month.

BOND FUNDS AND TAX-EXEMPT FUNDS
Substantially all of each Bond Fund's and each Tax-Exempt Fund's net income from
dividends and interest is declared as a dividend daily to shareholders of
record. Shares begin accruing dividends on the day following the date of
purchase, and accrue dividends through and including the day of redemption.
Dividends are paid MONTHLY on or about the last business day of each month.

STOCK FUNDS
Substantially all of each Stock Fund's net income from dividends and interest is
paid to its shareholders of record as follows:

For the Asset Allocation Fund and the Growth and Income Fund, quarterly on
or about the last day of MARCH, JUNE, SEPTEMBER and DECEMBER.

For the Growth Fund and the Small Cap Equity Fund, semi-annually on or
about the last day of JUNE and DECEMBER.

For the International Equity Fund, annually on or about the last day of
DECEMBER.

ALL FUNDS
Each Fund's net realized short-term and long-term capital gains, if any, will be
distributed to the Fund's shareholders at least annually, in December. Each Fund
may also make additional distributions to its shareholders to the extent
necessary to avoid the application of the 4% non-deductible excise tax on
certain undistributed income and net capital gains of mutual funds.

Distributions are paid in additional shares issued at net asset value unless the
shareholder elects to receive payment in cash.

PROSPECTUS

15
<PAGE>

MANAGEMENT
- --------------------------------------------------------------------------------
TRUSTEES AND OFFICERS.
Each Fund is supervised by the Board of Trustees of Boston 1784 Funds. More
information on the Trustees and Fund officers may be found under "Management" in
the Statement of Additional Information.

INVESTMENT ADVISER.
BankBoston is the investment adviser of each Fund, and subject to policies set
by the Trustees, makes investment decisions. BankBoston is the successor to a
bank chartered in 1784 and offers a wide range of banking and investment
services to customers throughout the world. BankBoston has been providing asset
management services since 1890. The Private Bank Division of BankBoston is the
investment management group within BankBoston that advises the Funds. As of
December 31, 1996, The Private Bank was responsible for the investment
management of approximately $20 billion of individual, institutional, endowment
and corporate assets, including nearly $6 billion in assets of the Funds, in
money market, equity, and fixed income securities. The Private Bank has earned
national recognition and respect as an investment manager. BankBoston is a
wholly-owned subsidiary of BankBoston Corporation; its legal name is BankBoston,
N.A. and its address is 100 Federal Street, Boston, Massachusetts 02110. Prior
to April 24, 1997, BankBoston's legal name was The First National Bank of
Boston.

Kleinwort Benson Investment Management Americas Inc. serves as investment
adviser to the International Equity Fund with BankBoston. Kleinwort furnishes an
investment program in conjunction with BankBoston's analysis of market
developments in South America. Investment decisions are joint. Kleinwort, 200
Park Avenue, New York, New York 10166, is the U.S.-registered investment
management subsidiary of the London-based Kleinwort Benson Group plc, a merchant
banking group whose origins date back to 1792, which in turn is a subsidiary of
Dresdner Bank. Since it commenced operations in 1980, Kleinwort has managed
investment accounts, primarily for institutions in North America, comprised of
equity, fixed income and balanced portfolios. Kleinwort and its affiliates
manage approximately $22.3 billion of assets.

The following individuals at BankBoston (and for the International Equity Fund,
Kleinwort) are responsible for the daily management of the Bond, Tax-Exempt and
Stock Funds:

BOND FUNDS
BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND AND BOSTON 1784 INCOME FUND
EMMETT M. WRIGHT, Senior Fund Manager, has been a manager of the U.S.
Government Medium-Term Income Fund and of the Income Fund since September
1995 (sole manager since May 1997). Mr. Wright, who has more than six years
of investment management and research analysis experience, was an Associate
Fund Manager at BankBoston from 1993 to 1994 and has been a Fund Manager at
BankBoston since 1994.

BOSTON 1784 SHORT-TERM INCOME FUND
MARY K. WERLER has been the manager of the Fund since July 1994
(commencement of its operations). Ms. Werler, who has more than eleven
years of investment management experience, has been a Fund Manager at
BankBoston since 1993. From 1987 to 1993, Ms. Werler was an Associate
Portfolio Manager with Keystone Custodian Funds.

TAX-EXEMPT FUNDS
BOSTON 1784 TAX-EXEMPT MEDIUM-TERM INCOME FUND, BOSTON 1784 CONNECTICUT
TAX-EXEMPT INCOME FUND AND BOSTON 1784 RHODE ISLAND TAX EXEMPT INCOME FUND
DAVID H. THOMPSON, Director of Fund Management, has been the manager of
the Tax-Exempt Medium-Term Income Fund since June 1993 (commencement of
its operations) and the manager of the Connecticut Tax-Exempt Income Fund
and the Rhode Island Tax-Exempt Income Fund since September 1995. Mr.
Thompson, who has more than 22 years of experience in investment
management, research analysis and securities trading, has been the
Director of Fund Management at BankBoston since 1985.

PROSPECTUS

16
<PAGE>

BOSTON 1784 FUNDS
- --------------------------------------------------------------------------------

BOSTON 1784 FLORIDA TAX-EXEMPT INCOME FUND
DAVID H. THOMPSON, Director of Fund Management, and SUSAN A. SANDERSON,
Senior Fund Manager, are co-managers of the Fund. Mr. Thompson's
investment experience is described above. Ms. Sanderson, who has more than
15 years of experience in investment management and securities trading,
has been a Fund Manager at BankBoston since 1991.

BOSTON 1784 MASSACHUSETTS TAX-EXEMPT INCOME FUND
SUSAN A. SANDERSON, Senior Fund Manager, has been the manager of the Fund
since June 1993 (commencement of its operations). Ms. Sanderson's
investment experience is described above.

STOCK FUNDS
BOSTON 1784 ASSET ALLOCATION FUND
RONALD J. CLAUSEN, Senior Fund Manager, has been the co-manager of the
Fund since June 1993 (commencement of its operations). Mr. Clausen, who
has more than 30 years of experience in investment management and research
analysis, has been a Senior Fund Manager at BankBoston since 1984. EMMETT
M. WRIGHT, Senior Fund Manager, has been the c-manager of the Fund since
May 1997. Mr. Wright's experience is described above.

BOSTON 1784 GROWTH AND INCOME FUND
EUGENE D. TAKACH, Senior Fund Manager, and Theodore E. Ober, Senior Fund
Manager, have been the co-managers of the Fund since June 1993
(commencement of its operations). Mr. Takach, who has more than 30 years
of experience in investment management, research analysis and securities
trading, has been a Portfolio Manager at BankBoston since 1971. Mr. Ober,
who has more than ten years of experience in investment management and
research analysis, has been a Research Analyst, Fund Manager and Senior
Fund Manager at BankBoston since 1987.

BOSTON 1784 GROWTH FUND
EUGENE D. TAKACH, Senior Fund Manager, and Theodore E. Ober, Senior Fund
Manager, have been the co-managers of the Fund since March 1996
(commencement of its operations). Their investment experience is described
above.

BOSTON 1784 SMALL CAP EQUITY FUND
EUGENE D. TAKACH, Senior Fund Manager, and Theodore E. Ober, Senior Fund
Manager, have been the co-managers of the Fund since commencement of its
operations. Their investment experience is described above.

BOSTON 1784 INTERNATIONAL EQUITY FUND

KENTON J. IDE, Director of Investments for The Private Bank at BankBoston,
and JULIET COHN, senior portfolio manager at Kleinwort, have been managers
of the Fund since January 1995 (commencement of its operations). Mr. Ide,
who has more than twenty years of experience in investment management and
research analysis, has been with BankBoston since early 1993. From
1983 to 1993, Mr. Ide was a Senior Vice President with the Private Client
Group of Boston Safe Deposit and Trust Company. Ms. Cohn, who has more
than twelve years experience in investment management, has been with
Kleinwort since 1987.

Management's discussion of Fund performance is included in the Annual Reports,
which may be obtained without charge by calling 1-800-BKB-1784.

ADVISORY FEES. BankBoston is entitled to receive investment advisory fees, which
are accrued daily and payable monthly, of .40% of each Money Market Fund's
average daily net assets (.20% for the Institutional U.S. Treasury Money Market
Fund), .74% of each Bond and each Tax-Exempt Fund's average daily net assets
(.50% for the Short-Term Income Fund) and .74% of each Stock Fund's average
daily net assets (other than the International Equity Fund).

For the International Equity Fund, BankBoston and Kleinwort each are entitled to
receive an investment advisory fee of .50% of the Fund's average net assets, for
a total of 1.00% of the Fund's average daily net assets. This fee is higher than
the fee paid by most investment companies in general.

BankBoston has agreed to waive its investment advisory fees to the extent
necessary to limit the total operating expenses of each Fund to a specified
level. BankBoston also may contribute to the Funds from time to time to help
them maintain competitive expense ratios. These arrangements are voluntary and
may be terminated at any time.

PROSPECTUS

(CONTINUED)
17
<PAGE>

MANAGEMENT (CONTINUED)
================================================================================

The following chart shows the investment advisory fees paid by each Fund for the
fiscal year ended May 31, 1997. The Florida Tax-Exempt Income Fund and the Small
Cap Equity Fund are newly organized and had no operations during that fiscal
year.

[To be added by amendment.]

U.S. Treasury Money Market Fund .__%
Prime Money Market Fund .__
Tax-Free Money Market Fund .__
Institutional U.S. Treasury Money Market Fund .__
U.S. Government Medium-Term Income Fund .__
Short-Term Income Fund .__
Income Fund .__
Tax-Exempt Medium-Term Income Fund .__
Connecticut Tax-Exempt Income Fund .__
Massachusetts Tax-Exempt Income Fund .__
Rhode Island Tax-Exempt Income Fund .__
Asset Allocation Fund .__
Growth and Income Fund .__
Growth Fund .__
International Equity Fund .__
- --------------------------------------------------------------------------------

BANKING RELATIONSHIPS. BankBoston and its affiliates may have banking
relationships with the issuers of securities purchased for the Funds. These
relationships may include outstanding loans to issuers which may be repaid in
whole or in part with the proceeds of securities purchased for the Funds.
BankBoston has informed the Funds that in making its investment decisions, it
does not obtain or use material inside information in the possession of any
division or department of BankBoston or any of its affiliates.

BANK REGULATORY MATTERS. The Glass-Steagall Act prohibits certain financial
institutions, such as BankBoston, from underwriting securities of open-end
investment companies, such as the Funds. BankBoston believes that its investment
advisory services are not underwriting and are consistent with the
Glass-Steagall Act and other relevant federal and state laws. State laws on this
issue may differ from applicable federal law, and banks and financial
institutions may be required to register as dealers pursuant to state securities
laws. Changes in either federal or state statutes or regulations, or in their
interpretations, could prevent BankBoston from continuing to perform these
services. If that were to happen, the Funds would seek alternative means for
obtaining these services.

ADMINISTRATOR. SEI Fund Resources provides administrative and fund accounting
services to the Funds, including regulatory reporting, office facilities and
equipment and personnel. For these services SEI receives a fee, which is
calculated daily and paid monthly, at an annual rate of .085% of the first $5
billion of the Funds' combined average daily net assets and .035% of combined
average daily net assets in excess of $5 billion. SEI has agreed to waive
portions of its fee from time to time. SEI may retain sub-administrators,
including BankBoston, whose fees would be paid by SEI.

SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT. Boston Financial Data Services,
2 Heritage Drive, North Quincy, Massachusetts 02171, is the Funds' dividend
disbursing agent. State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, is the transfer agent. BankBoston is the Funds'
shareholder servicing agent.

DISTRIBUTION ARRANGEMENTS. SEI Investments Distribution Co. (formerly
known as SEI Financial Services Company), 1 Freedom Valley Road, Oaks,
Pennsylvania 19456, is the distributor of shares of each Fund. Under a
Distribution Plan which has been adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, each Fund (other than the Money Market Funds)
may pay monthly fees at an annual rate of up to .25% of the Fund's average daily
net assets. These fees may be used by the Distributor to compensate itself for
its services or for advertising, marketing or other promotional activities. The
Distribution Plan and related Distribution Agreement obligate the Funds to pay
fees to the Distributor as compensation for its services, not as reimbursement
for specific expenses incurred. The Distributor has agreed to waive its fee.
This waiver is voluntary and may be terminated at any time.

From time to time the Distributor may provide incentive compensation to its own
employees and employees of banks (including BankBoston), broker-dealers and
investment counselors in connection with the sale of shares of the Funds.
Promotional incentives may be cash or other compensation, including merchandise,
airline vouchers, trips and vacation packages, will be offered uniformly to all
program participants and will be predicated upon the amount of shares of the
Funds sold by the participant.

CUSTODIAN. BankBoston is the Funds' custodian. Fund securities may be held by
a sub-custodian bank approved by the Trustees.

PROSPECTUS

18
<PAGE>
SHAREHOLDER SERVICES
================================================================================
This section describes how to do business with the Funds and shareholder
services that are available.

HOW TO REACH THE FUNDS
BY TELEPHONE 1-800-BKB-1784
Call for account or Fund information Monday through
Friday 8 a.m. to 8 p.m. or Saturday and Sunday 9 a.m.
to 4 p.m. (Eastern time).

BY REGULAR MAIL Boston 1784 Funds
P.O. Box 8524
Boston, MA 02266-8524

BY OVERNIGHT COURIER Boston 1784 Funds
c/o Boston Financial Data Services
2 Heritage Drive
North Quincy, MA 02171

TYPES OF ACCOUNTS
If you are investing in the Funds for the first time, you will need to establish
an account. You may establish the following types of accounts by completing an
account application. To obtain an application call 1-800-BKB-1784.

(BULLET) INDIVIDUAL OR JOINT OWNERSHIP. Individual accounts are owned by one
person. Joint accounts have two or more owners.

(BULLET) GIFT OR TRANSFER TO MINOR (UGMA OR UTMA). A UGMA (Uniform Gifts to
Minors Act)or UTMA (Uniform Transfers to Minors Act) account is a
custodial account managed for the benefit of a minor. To open a UGMA
or UTMA account, you must include the minor's social security number
on the application.

(BULLET) TRUST. A trust can open an account. The name of each trustee, the name
of the trust and the date of the trust agreement must be included on
the application.

(BULLET) CORPORATIONS, PARTNERSHIPS AND OTHER LEGAL ENTITIES. Corporations,
partnerships and other legal entities may also open an account. The
application must be signed by a general partner of the partnership or
an authorized officer of the corporation or other legal entity.

(BULLET) RETIREMENT. If you are eligible, you may set up your account
under a tax-sheltered retirement plan, such as an Individual Retirement
Account. BankBoston offers a number of retirement plans through which
Fund shares may be purchased. Call 1-800-BKB-1784 for more information.

HOW TO OPEN AN ACCOUNT
Complete and sign the appropriate account application. Please be sure to provide
your social security or taxpayer identification number on the application. Make
your check payable to the Fund in which you are investing. Send all items to one
of the following addresses:

BY REGULAR MAIL Boston 1784 Funds
P.O. Box 8524
Boston, MA 02266-8524

BY OVERNIGHT COURIER Boston 1784 Funds
c/o Boston Financial
Data Services
2 Heritage Drive
North Quincy, MA 02171

You may also purchase shares through certain financial institutions, including
BankBoston. These institutions may have their own procedures for purchases and
redemptions, and may charge fees. Contact your financial institution for more
information.

HOW TO PURCHASE SHARES
Shares of the Funds are sold on a continuous basis and may be purchased from
the Distributor or a broker-dealer or financial institution that has an
agreement with the Distributor. Purchases may be made Monday through
Friday, except on certain holidays.

Each Fund's share price, called net asset value, is calculated every business
day. Each Fund's shares are sold without a sales charge. Shares are purchased at
net asset value the next time it is calculated after your investment is received
and accepted by the Distributor. Net asset value is normally calculated at 4
p.m. Eastern time (3 p.m. for the Institutional U.S. Treasury Money Market Fund
and 12 noon for the other Money Market Funds). For the Institutional U.S.
Treasury Money Market Fund, the Distributor must receive federal funds by the
close of business

PROSPECTUS

19
<PAGE>
SHAREHOLDER SERVICES (CONTINUED)
================================================================================
on the day your order is received and accepted. For the other Money Market Funds
your investment is considered received when your check is converted into federal
funds. This normally happens within two business days.

On days when the financial markets close early, such as the day after
Thanksgiving and Christmas Eve, purchase orders for the Institutional U.S.
Treasury Money Market Fund must be received by 12 noon.

THE SMALL CAP EQUITY FUND IS EXPECTED TO COMMENCE OPERATIONS ON
OCTOBER 31, 1997.

NEW PURCHASES. If you are new to the Funds, complete and sign an account
application and mail it along with your check. To establish the telephone
purchase option on your new account, complete the "Authorization of Telephone
Transfer" section on the application and attach a "voided" check from your
bank account.

If you are investing through a tax-sheltered retirement plan for the first time,
you will need a special application. Retirement investing also involves its own
investment procedures. Call 1-800-BKB-1784 for more information.

ADDITIONAL PURCHASES. If you already have money invested in a Fund, you can
invest additional money in that Fund in the following ways:

BY MAIL. Complete the remittance slip attached at the bottom of your
confirmation statement. If you are making a purchase into a retirement
account, please indicate whether the purchase is a rollover or a current
or prior year contribution. Send your check and remittance slip or
written instructions to one of the addresses listed previously.

BY TELEPHONE. This service allows you to purchase additional shares
quickly and conveniently through an electronic transfer of money. When
you make an additional purchase by telephone, the Funds will
automatically debit your predesignated bank account for the desired
amount. If you have not established the telephone purchase option, call
1-800-BKB-1784 to request the appropriate form.

BY WIRE. Purchases may also be made by wiring money from your bank account
to your Fund account. Call 1-800-BKB-1784 to receive wiring instructions.

AUTOMATIC INVESTMENT PROGRAMS. Automatic investing is an easy way to add to your
account systematically. The Funds offer automatic investment plans to help you
achieve your financial goals as simply and conveniently as possible. Minimum
purchase amounts apply. Call 1-800-BKB-1784 for information.

PAYING FOR SHARES. Please note the following:

(BULLET) Purchases may be made by check, wire transfer and automated
clearing house transactions.

(BULLET) All purchases must be made in U.S. dollars.

(BULLET) Checks must be drawn on U.S. banks and must be payable to the
Funds.

(BULLET) Cash and credit card checks are not accepted.

(BULLET) If a check does not clear your bank, the Funds reserve the right
to cancel the purchase.

(BULLET) If the Funds are unable to debit your predesignated bank account
on the day of purchase, they may make additional attempts or
cancel the purchase.

If your purchase is canceled, you will be responsible for any losses or fees
imposed by your bank and losses that may be incurred as a result of any decline
in the value of the canceled purchase. The Funds have the authority to redeem
shares in your account(s) to cover any losses due to fluctuations in share
price. The Funds reserve the right to reject any specific purchase request.

MINIMUM INVESTMENTS. The following minimums apply, unless they are waived by the
Distributor.

To open an account $1,000.00*
For tax-sheltered retirement plans 250.00

To add to an account 250.00**
Through automatic investment plans 50.00

Minimum account balance 1,000.00*
For tax-sheltered retirement plans 250.00

* $100,000 for the Institutional U.S. Treasury Money Market Fund
** $5,000 for the Institutional U.S. Treasury Money Market Fund

PROSPECTUS

20
<PAGE>
================================================================================

HOW TO SELL SHARES
On any business day, you may redeem all or a portion of your shares. If the
shares being redeemed were purchased by check, telephone or through an automatic
investment program, the Funds may delay the mailing of your redemption check for
up to 5 business days after purchase to allow the purchase to clear.

Your transaction will be processed at net asset value the next time it is
calculated after your redemption request in good order is received. A redemption
is treated as a sale for tax purposes, and could result in taxable gain or loss
in a non-tax-sheltered account.

BY MAIL. To redeem all or part of your shares by mail, your request should be
sent in writing to one of the addresses listed on page 20 and must include the
following information:

(BULLET) the name of the Fund(s),
(BULLET) the account number(s),
(BULLET) the amount of money or number of shares being redeemed,
(BULLET) the name(s) on the account,
(BULLET) the signature(s) of all registered account owners,and
(BULLET) your daytime telephone number.

Signature requirements vary based on the type of account you have:

(BULLET) INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON: Written
instructions must be signed by each shareholder, exactly as
the names appear in the account registration.
(BULLET) UGMA OR UTMA: Written instructions must be signed by the
custodian in his/her capacity as it appears in the account
registration.
(BULLET) SOLE PROPRIETOR, GENERAL PARTNER: Written instructions must be
signed by an authorized individual in his/her capacity as it
appears in the account registration.
(BULLET) CORPORATION, ASSOCIATION: Written instructions must be signed by
the person(s) authorized to act on the account. In addition, a
certified copy of the corporate resolution, authorizing the
signer to act, must accompany the request.
(BULLET) TRUST: Written instructions must be signed by the trustee(s).
If the name of the current trustee(s) does not appear in the
account registration, a certificate of incumbency dated within
60 days must also be submitted.
(BULLET) RETIREMENT: Written instructions must be signed by the account
owner. Call 1-800-BKB-1784 for more information.

BY TELEPHONE. If you selected this option on your account application, you may
make redemptions from your account by calling 1-800-BKB-1784 by 4:00 p.m.
Eastern Time. The Funds at their option may require requests for redemptions in
excess of $25,000 to be in writing with signatures guaranteed. You may not close
your account by telephone.

SYSTEMATIC WITHDRAWAL PLAN. Under this plan you may redeem a specific dollar
amount from your account on a regular basis. For more information or to sign up
for this service, please call 1-800-BKB-1784.

PAYMENT OF REDEMPTION PROCEEDS. Payments may be made by check or wire transfer.

BY CHECK Redemption proceeds will be sent to the shareholder(s) of record at
the address of record within seven days after receipt of a valid
redemption request.

BY WIRE If you are authorized for the wire redemption service, your
redemption proceeds will be wired directly into your designated
bank account normally on the next business day after receipt
of your redemption request (the same business day for the Money
Market Funds). There is no limitation on redemptions by wire;
however, there is a $12 fee for each wire and your bank may charge
an additional fee to receive the wire. If you would like to
establish this option on an existing account, please call
1-800-BKB-1784 to sign up for this service. Wire redemptions are not
available for retirement accounts.

SIGNATURE GUARANTEES. In addition to the signature requirements, a signature
guarantee is required in any of the following circumstances:

(BULLET) You would like the check made payable to anyone other
than the shareholder(s) of record.
(BULLET) You would like the check mailed to an address other than the
address of record.
(CONTINUED)
PROSPECTUS
21
<PAGE>
SHAREHOLDER SERVICES (CONTINUED)
================================================================================
At the Funds' discretion signature guarantees may also be required for other
redemptions. A signature guarantee assures that a signature is genuine and
protects shareholders from unauthorized account transfers. Banks, savings and
loan associations, trust companies, credit unions, broker-dealers and member
firms of a national securities exchange may guarantee signatures. Call your
financial institution to see if it has this capability.

SHAREHOLDER SERVICES AND POLICIES
EXCHANGES. On any business day you may exchange all or a portion of your shares
into any other available Fund or any other fund in the Boston 1784 Funds family.
To make exchanges, please follow the procedures for redemptions. Exchanges are
processed at the net asset value next calculated after an exchange request in
good order is received and approved. Please read the prospectus for the Fund
into which you are exchanging. The Funds reserve the right to reject any
exchange request or to modify or terminate the exchange privilege at any time.
An exchange is the sale of shares of one Fund and purchase of shares of another,
and could result in taxable gain or loss in a non-tax-sheltered account.

REDEMPTION PROCEEDS. The Funds intend to pay redemption proceeds in cash, but
reserve the right to pay in kind by delivery of investment securities equal to
the redemption price. In these cases, you might incur brokerage costs in
converting the securities to cash. The right of any shareholder to receive
payment of redemption proceeds may be suspended, or payment may be postponed, in
certain circumstances. These circumstances include any period the New York Stock
Exchange is closed (other than weekends or holidays) or trading on the Exchange
is restricted, any period when an emergency exists and any time the Securities
and Exchange Commission permits mutual funds to postpone payments for the
protection of investors.

TAXPAYER IDENTIFICATION NUMBER. On the account application or other appropriate
form, you will be asked to certify that your social security or taxpayer
identification number is correct and that you are not subject to backup
withholding for failing to report income to the IRS. If you are subject to
backup withholding or you did not certify your taxpayer identification number,
the IRS requires the Funds to withhold 31% of any dividends and redemption or
exchange proceeds.

SHARE CERTIFICATES. Share certificates are not issued.

INVOLUNTARY REDEMPTIONS. If your account balance falls below the minimum
required investment as a result of a redemption or exchange, you will be given
60 days to re-establish the minimum balance. If you do not, your account may be
closed and the proceeds sent to you.

TELEPHONE TRANSACTIONS. You may initiate many transactions by telephone. The
Funds and their agents will not be responsible for any losses resulting from
acting upon wire or telephone instructions that it reasonably believes to be
genuine. The Funds and their agents will each employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. Such procedures
may include taping of telephone conversations. It may be difficult to reach the
Funds by telephone during periods of unusual market activity. If you are unable
to reach a representative by telephone, please consider sending written
instructions.

ADDRESS CHANGES. To change the address on your account, call 1-800-BKB-1784 or
send a written request signed by all account owners. Include the name of your
Fund(s), the account numbers(s), the name(s) on the account and both the old
and new addresses.

REGISTRATION CHANGES. To change the name on an account, the shares are generally
transferred to a new account.In some cases, legal documentation may be required.
For more information, call 1-800-BKB-1784. If your shares are held of record by
a financial institution, contact that financial institution for ownership
changes.

STATEMENTS AND REPORTS. The Funds will send you a confirmation statement after
every transaction that affects your account balance or your account
registration. If you are enrolled in an automatic investment program and invest
on a monthly basis, you will receive quarterly confirmations. Information
regarding the tax status of income dividends and capital gains distributions
will be mailed to shareholders early each year.

Financial reports for the Funds, which include a list of the Funds' portfolio
holdings, will be mailed semiannually to all shareholders.

CHECKWRITING. Checkwriting privileges are available to certain shareholders for
the Boston 1784 Tax-Free Money Market Fund, Boston 1784 U.S. Treasury Money
Market Fund, Boston 1784 Prime Money Market Fund and the Boston 1784 Short-Term
Income Fund. Call 1-800-BKB-1784 for more information. You may not use a check
to close your account.

PROSPECTUS

22
<PAGE>
TAXES
================================================================================
This discussion of taxes is for general information only. Investors should
consult their own tax advisers about their particular situations.

Each Fund intends to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies so that it will not be liable for
any federal income or excise taxes. A Fund may pay withholding or other taxes to
foreign governments during the year, however, and these taxes will reduce that
Fund's dividends.

With certain exceptions, Fund dividends and capital gains distributions are
subject to federal income tax and may also be subject to state and local taxes.
Distributions from interest on U.S. government obligations may be exempt from
state and local taxes. The Tax-Exempt Funds expect that their distributions from
interest on Municipal Securities and State Municipal Securities will usually be
exempt from federal income tax and, in some cases, exempt from certain state and
local taxes. Dividends and distributions are treated in the same manner for
federal tax purposes whether they are paid in cash or as additional shares.
Generally, distributions from a Fund's net investment income and short-term
capital gains will be taxed as ordinary income. A portion of certain Funds'
distributions from net investment income may be eligible for the dividends
received deduction available to corporations. Distributions of long-term net
capital gains will be taxed as such regardless of how long the shares of a Fund
have been held.

Interest on loans to purchase or carry shares of the Tax-Exempt Funds will not
be deductible for federal income tax purposes. Exempt-interest dividends may be
subject to alternative minimum tax.

For the Bond, Tax-Exempt and Stock Funds, Fund distributions will reduce the
distributing Fund's net asset value per share. Shareholders who buy shares just
before a Fund makes a distribution may pay the full price for the shares and
then effectively receive a portion of the purchase price back as a taxable
distribution.

Foreign shareholders may be subject to withholding taxes.

Early each year, each Fund will notify its shareholders of the amount and tax
status of distributions paid to shareholders for the preceding year. Investors
should consult their own tax advisers regarding the status of their accounts
under state and local laws.

PROSPECTUS

23
<PAGE>
GENERAL INFORMATION
================================================================================
NET ASSET VALUE.
Net asset value per share for each Bond, Tax-Exempt and Stock Fund is calculated
each business day at the close of regular trading on the New York Stock
Exchange, normally 4 p.m. Eastern time. Net asset value per share for the
Institutional U.S. Treasury Money Market Fund is calculated each business day at
3 p.m. (12 noon on days when the financial markets close early). Net asset value
per share for the other Money Market Funds is calculated each business day at 12
noon.

All purchases, redemptions and exchanges will be processed at net asset value
the next time it is calculated after a request is received and approved by the
Distributor. In order to receive that day's price, an order must be received by
4 p.m. Eastern time (3 p.m. for the Institutional U.S. Treasury Money Market
Fund unless the financial markets close early and 12 noon for the other Money
Market Funds). Net asset value per share is calculated by dividing the total
value of a Fund's securities and other assets, less liabilities, by the total
number of shares outstanding. Securities held by the Money Market Funds are
valued at amortized cost, which approximates market value. For the other Funds,
securities are valued at market value or, if a market quotation is not readily
available, at their fair value determined in good faith under procedures
established by and under the supervision of the Trustees.

ORGANIZATION.
Each Fund is a series of Boston 1784 Funds. Boston 1784 Funds is a Massachusetts
business trust which was organized on February 5, 1993; it also is an open-end
management investment company registered under the Investment Company Act of
1940. Prior to May 27, 1997, Boston 1784 Funds was known as 1784 Funds. On that
date the Trust and each Fund added "Boston" to their names. Boston 1784 Funds
currently has seventeen active series.

Each Fund (other than the state Tax-Exempt Funds) is a diversified mutual fund.
Under the 1940 Act, a diversified mutual fund must manage at least 75% of its
total assets so that no more than 5% of those assets are invested in any one
company at the time of investment. See "Risk Considerations" for information
about non-diversified mutual funds.

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for the trust's
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the trust itself was unable to meet its
obligations.

VOTING AND OTHER RIGHTS.

Boston 1784 Funds may issue an unlimited number of shares, may create new series
of shares and may divide shares in each series into classes. Each share of each
Fund gives the shareholder one vote in Trustee elections and other matters
submitted to shareholders for vote. All shares of each series of Boston 1784
Funds have equal voting rights except that, in matters affecting only a
particular Fund or class, only shares of that particular Fund or class are
entitled to vote.

The U.S. Treasury Money Market Fund currently offers three classes of shares.
Class A shares are described in this Prospectus. Class C and Class D shares are
available solely in conjunction with certain cash management products offered by
BankBoston. Class C and Class D shares may have different expenses, which may
affect performance. Call 1-800-BKB-1784 for more information.

Because Boston 1784 Funds is a Massachusetts business trust, the Funds are not
required to hold annual shareholder meetings. Shareholder approval will usually
be sought only for changes in certain investment restrictions and for the
election of Trustees under certain circumstances. Trustees may be removed by
shareholders under certain circumstances. Each share of each Fund is entitled to
participate equally in dividends and other distributions and the proceeds of any
liquidation of that Fund, subject to any differing expenses borne by different
classes of the Fund.

PERFORMANCE INFORMATION.
Fund performance may be quoted in advertising, shareholder reports and other
communications in terms of yield, effective yield and total rate of return. All
performance information is historical and is not intended to indicate future
performance. Yields and total rates of return fluctuate in response to market
conditions and other factors, and the value of a Fund's shares when redeemed may
be more or less than their original cost.

PROSPECTUS

24
<PAGE>
week or month over a one-year period and is shown as a percentage of the maximum
public offering price on the last day of that period. The "effective yield" is
calculated similarly, but when annualized the income earned by the investment
during that 7-day, 30-day or one-month period is assumed to be reinvested. The
effective yield is slightly higher than the yield because of the compounding
effect of this assumed reinvestment. A "yield" quotation, unlike a total rate of
return quotation, does not reflect changes in net asset value.

Each Fund may provide period and average annualized "total rates of return." The
"total rate of return" refers to the change in the value of an investment in the
Fund over a stated period and reflects any change in net asset value per share
and is compounded to include the value of any shares purchased with any
dividends or capital gains declared during such period. Period total rates of
return may be "annualized." An "annualized" total rate of return assumes that
the period total rate of return is generated over a one-year period.

Certain Funds may also advertise a "tax-equivalent yield." The "tax-equivalent
yield" is calculated by determining the yield that would have to be achieved on
a fully taxable investment to produce the after-tax equivalent of the Fund's
yield, assuming certain tax brackets for a shareholder.

Total returns calculated for the Florida Tax-Exempt Income Fund and the Small
Cap Equity Fund for any period which includes periods prior to the
commencement of that Fund's operations reflect the performance of the
corresponding common trust fund managed by BankBoston that contributed all of
its assets to the Fund at the Fund's commencement of operations. Each common
trust fund had investment objectives, policies and practices substantially
similar to its Fund. All total return percentages for periods prior to the
commencement of operations of the Florida Fund and Small Cap Fund reflect
historical rates of return of the corresponding common trust fund for those
periods adjusted to assume that all current Fund charges, expenses and fees
were then deducted. The common trust funds were not registered under the 1940
Act or subject to certain investment restrictions imposed by the 1940 Act. If
the common trust funds had been so registered, their investment performance
might have been adversely affected.

As of May 31, 1997, the average annual total return for the Florida Tax-
Exempt Income Fund and the Small Cap Equity Fund, including in each case its
corresponding common trust fund, was as follows:

For the 3 For the 5
For the Year Years Years
Ended Ended Ended
May 31, 1997 May 31, 1997 May 31, 1997
------------------------------------------
Florida Tax-Exempt
Income Fund __% __% __%
Small Cap Equity
Fund __% __% __%

For the Period Since
For the 10 Commencement of
Years Common Trust Fund
Ended Operations to
May 31, 1997 May 31, 1997
---------------------------------------
Florida Tax-Exempt
Income Fund __% __%
Small Cap Equity
Fund __% __%

Of course, any fees charged by a financial institution to a shareholder will
reduce that shareholder's net return on investment. See the Statement of
Additional Information for more information concerning the calculation of
performance for the Funds.

PROSPECTUS
25
<PAGE>
GENERAL INFORMATION (CONTINUED)
================================================================================

EXPENSES.

In addition to amounts payable to its service providers and under the
Distribution Plan, each Fund is responsible for its own expenses, including,
among other things, the costs of securities transactions, the compensation of
Trustees that are not affiliated with BankBoston or the Administrator,
government fees, taxes, accounting and legal fees, expenses of communicating
with shareholders, interest expense and insurance premiums.

The following table shows each Fund's expenses for the fiscal year ended May 31,
1997, expressed as a percentage of average net assets. The Florida Tax-Exempt
Income Fund and the Small Cap Equity Fund are newly organized and had no
operations during that fiscal year.

Expenses
- --------------------------------------------------------------------------------

[To be added by amendment.]

COUNSEL AND INDEPENDENT AUDITORS.
Bingham, Dana & Gould LLP, Boston, Massachusetts, is counsel for each Fund.
Coopers & Lybrand L.L.P., Boston, Massachusetts, serves as independent auditor
for each Fund.

-------------------------------
The Statement of Additional Information dated the date of this Prospectus
contains more detailed information about the Funds, including information
relating to (i) investment policies and restrictions, (ii) the Trustees,
officers and investment advisers, (iii) securities transactions, (iv) the Funds'
shares, including rights and liabilities of shareholders, (v) the method used to
calculate performance information and (vi) the determination of net asset value.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR THE STATEMENT OF ADDITIONAL
INFORMATION 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 DISTRIBUTOR. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFERING BY THE FUNDS OR THEIR DISTRIBUTOR IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

PROSPECTUS

26
<PAGE>
APPENDIX A -- TAXABLE EQUIVALENT YIELDS
================================================================================

THESE TABLES SHOW THE YIELD INVESTORS NEED TO ACHIEVE FROM A TAXABLE INVESTMENT
TO EQUAL THE YIELD FROM A TAX-EXEMPT INVESTMENT. THESE TABLES DO NOT PREDICT THE
YIELD OF ANY FUND. THEY ARE ACCURATE AS OF _________, 1997.
================================================================================
FEDERAL
Equivalent yields: Tax-exempt versus taxable securities
<TABLE>
<CAPTION>

1997
Taxable Income Federal
- ------------------------------ Marginal
Single Joint Rate 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0%
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0-24,000 $0-40,100 15.00% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65% 8.24% 8.82% 9.41%
24,001-58,150 40,101-96,900 28.00% 5.56% 6.25% 6.94% 7.64% 8.33% 9.03% 9.72% 10.42% 11.11%
58,151-121,300 96,901-147,700 31.00% 5.80% 6.52% 7.25% 7.97% 8.70% 9.42% 10.14% 10.87% 11.59%
121,301-263,750 147,701-263,750 36.00% 6.25% 7.03% 7.81% 8.59% 9.38% 10.16% 10.94% 11.72% 12.50%
over 263,750 over 263,750 39.60% 6.62% 7.45% 8.28% 9.11% 9.93% 10.76% 11.59% 12.42% 13.25%
===========================================================================================================================
CONNECTICUT
Equivalent yields: Tax-exempt versus taxable securities

1997 Combined
Connecticut
Taxable Income* and Federal A Connecticut Tax-Exempt Income Fund Yield of:
- ----------------------------- State Federal Tax -------------------------------------------------------------------------
Single Joint Rate** Rate Bracket*** 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0%
- ------------------------------------------------------------------------------------------------------------------------------------
$0-24,000 $0-40,100 4.50% 15.00% 18.83% 4.93% 5.54% 6.16% 6.78% 7.39% 8.01% 8.62% 9.24% 9.86%
24,001-58,150 40,101-96,900 4.50% 28.00% 31.24% 5.82% 6.54% 7.27% 8.00% 8.73% 9.45% 10.18% 10.91% 11.63%
58,151-121,300 96,901-147,700 4.50% 31.00% 34.11% 6.07% 6.83% 7.59% 8.35% 9.11% 9.86% 10.62% 11.38% 12.14%
121,301-263,750 147,701-263,750 4.50% 36.00% 38.88% 6.54% 7.36% 8.18% 9.00% 9.82% 10.63% 11.45% 12.27% 13.09%
over 263,750 over 263,750 4.50% 39.60% 42.32% 6.93% 7.80% 8.67% 9.54% 10.40% 11.27% 12.14% 13.00% 13.87%
<FN>

* This amount represents taxable income as defined in the Internal Revenue Code. It is assumed that taxable income as defined in
the Internal Revenue Code is the same as under the Connecticut Personal Income Tax law, however, Connecticut taxable income
may differ due to differences in exemptions, itemized deductions and other items.
** The Connecticut credits have not been included in the calculation of the state rates. A credit between 1% and 75% is
automatically allowed for single taxpayers with a CT adjusted gross income ranging from $12,000 to $52,500. A credit between 1%
and 75% is automatically allowed for married filing joint taxpayers with CT adjusted gross income ranging from $24,000 to
$100,500.
*** For federal tax purposes, these combined rates reflect the applicable marginal rates for 1997, including indexing for inflation.
These rates include the effect of deducting state taxes on your Federal return.
</FN>

</TABLE>

====================================================================================================================================
FLORIDA
Equivalent yields: Tax-exempt versus taxable securities

1997 Combined
Taxable Income* Florida A Tax-Exempt Income Fund Yield of:
- ------------------------- and Federal -------------------------------------------------------------------
Single Joint Tax Bracket** 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0%
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0-24,000 $0-40,100 15.00% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65% 8.24%
24,001-58,150 40,101-96,900 28.00% 5.56% 6.25% 6.94% 7.64% 8.33% 9.03% 9.72%
58,151-121,300 96,901-147,700 31.00% 5.80% 6.52% 7.25% 7.97% 8.70% 9.42% 10.14%
121,301-263,750 147,701-236,750 36.00% 6.25% 7.03% 7.81% 8.59% 9.38% 10.16% 10.94%
over 263,750 over 236,750 39.60% 6.62% 7.45% 8.28% 9.11% 9.93% 10.76% 11.59%
<FN>
* This amount represents taxable income as defined in the Internal Revenue Code.
</FN>
</TABLE>

PROSPECTUS

27
<PAGE>
APPENDIX A -- TAXABLE EQUIVALENT YIELDS (CONTINUED)
================================================================================

<TABLE>
<CAPTION>
MASSACHUSETTS
Equivalent yields: Tax-exempt versus taxable securities

1997 Combined
Massachusetts
Taxable Income* and Federal A Massachusetts Tax-Exempt Income Fund Yield of:
- --------------------------- State Federal Tax --------------------------------------------------
Single Joint Rate Rate Bracket** 4.0% 5.0% 6.0% 7.0% 8.0%
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0-24,000 $0-40,100 12.00% 15.00% 25.20% 5.35% 6.68% 8.02% 9.36% 10.70%
24,001-58,150 40,101-96,900 12.00% 28.00% 36.64% 6.31% 7.89% 9.47% 11.05% 12.63%
58,151-121,300 96,901-147,700 12.00% 31.00% 39.28% 6.59% 8.23% 9.88% 11.53% 13.18%
121,301-263,750 147,701-263,750 12.00% 36.00% 43.68% 7.10% 8.88% 10.65% 12.43% 14.20%
over 263,750 over 263,750 12.00% 39.60% 46.85% 7.53% 9.41% 11.29% 13.17% 15.05%
<FN>

* This amount represents taxable income as defined in the Internal Revenue Code. It is assumed that taxable income as defined in
the Internal Revenue Code is the same as under the Massachusetts Personal Income Tax law, however, Massachusetts taxable income
may vary due to differences in exemptions,itemized deductions, and other items.
** For federal tax purposes, these combined rates reflect the applicable marginal rates for 1997, including indexing for inflation.
These rates include the effect of deducting state taxes on your Federal return.
</FN>
</TABLE>

===========================================================================================================================
RHODE ISLAND
Equivalent yields: Tax-exempt versus taxable securities

1997 Combined
Taxable Income* Rhode Island A Rhode Island Tax-Exempt Income Fund Yield of:
- ----------------------- State Federal and Federal ------------------------------------------------------------------------
Single Joint Rate Rate Tax Bracket** 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0%
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0-24,000 $0-40,100 4.13% 15.00% 18.51% 4.91% 5.52% 6.14% 6.75% 7.36% 7.98% 8.59% 9.20% 9.82%
24,001-58,150 40,101-96,900 7.70% 28.00% 33.54% 6.02% 6.77% 7.52% 8.28% 9.03% 9.78% 10.53% 11.29% 12.04%
58,151-121,300 96,901-147,700 8.53% 31.00% 36.88% 6.34% 7.13% 7.92% 8.71% 9.51% 10.30% 11.09% 11.88% 12.67%
121,301-263,750 147,701-263,750 9.90% 36.00% 42.34% 6.94% 7.80% 8.67% 9.54% 10.41% 11.27% 12.14% 13.01% 13.87%
over 263,750 over 263,750 10.89% 39.60% 46.18% 7.43% 8.36% 9.29% 10.22% 11.15% 12.08% 13.01% 13.93% 14.86%
<FN>

* This amount represents taxable income as defined in the Internal Revenue Code. It is assumed that taxable income as defined in
the Internal Revenue Code is the same as under the Rhode Island Personal Income Tax law, however, Rhode Island taxable income
may differ due to differences in exemptions, itemized deductions, and other items.
**For federal tax purposes, these combined rates reflect the applicable marginal rates for 1997, including indexing for inflation.
These rates include the effect of deducting state taxes on your Federal return.
</FN>
</TABLE>

PROSPECTUS

28
<PAGE>
APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES
================================================================================

U.S. TREASURY OBLIGATIONS
U.S. Treasury obligations include bills, notes and bonds issued by the U.S.
Treasury and separately traded interest and principal component parts of such
obligations that are transferable through the Federal book-entry system known as
Separately Traded Registered Interest and Principal Securities (STRIPS). STRIPS
are sold as zero coupon securities. These securities are usually structured with
two classes that receive different portions of the interest and principal
payments from the underlying obligation. The yield to maturity on the
interest-only class is extremely sensitive to the rate of principal payments on
the underlying obligation. The market value of the principal-only class
generally is unusually volatile in response to changes in interest rates. See
"Zero Coupon Securities" for more information. Each Money Market Fund limits its
investments in STRIPS to 20% of its total assets.

U.S. GOVERNMENT AGENCIES
Certain Federal agencies such as the Government National Mortgage Association
(GNMA) have been established as instrumentalities of the U.S. government to
supervise and finance certain types of activities. Issues of these agencies,
while not direct obligations of the U.S. government, are either backed by the
full faith and credit of the United States (e.g., GNMA) or supported by the
issuing agencies' right to borrow from the Treasury. The issues of other
agencies are supported only by the credit of the instrumentality (e.g., Federal
National Mortgage Association).

RECEIPTS
Receipts are interests in separately traded interest and principal component
parts of U.S. Treasury obligations that are issued by banks and brokerage firms
and are created by depositing U.S. Treasury obligations into a special account
at a custodian bank. The custodian holds the interest and principal payments for
the benefit of the registered owners of the certificates or receipts. Receipts
include Treasury Receipts (TRs), Treasury Investment Growth Receipts (TIGRs) and
Certificates of Accrual on Treasury Securities (CATS). TRs, TIGRs, and CATS are
sold as zero coupon securities.

ZERO COUPON SECURITIES
A zero coupon security pays no interest or principal to its holder during its
life. A zero coupon security is sold at a discount, frequently substantial, and
redeemed at face value at its maturity date. The market prices of zero coupon
securities are generally more volatile than the market prices of securities of
similar maturity that pay interest periodically, and zero coupon securities are
likely to react more to interest rate changes than non-zero coupon securities
with similar maturity and credit qualities.

BANK OBLIGATIONS
Bank obligations include certificates of deposit, time deposits (including
Eurodollar time deposits) and bankers' acceptances and other short-term debt
obligations issued by domestic banks, foreign subsidiaries or foreign branches
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations and other banking institutions. The Funds have
established certain minimum credit quality standards for bank obligations in
which they invest.

BANKERS' ACCEPTANCES
A banker's acceptance is a bill of exchange or time draft drawn on and accepted
by a commercial bank. It is used by corporations to finance the shipment and
storage of goods and to furnish dollar exchange. Maturities are generally six
months or less.

CERTIFICATES OF DEPOSIT
A certificate of deposit is a negotiable interest-bearing instrument with a
specific maturity. Certificates of deposit are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity.

TIME DEPOSITS
A time deposit is a non-negotiable receipt issued by a bank in exchange for the
deposit of funds. Like a certificate of deposit, it earns a specified rate of
interest over a definite period of time; however, it cannot be traded in the
secondary market. Time deposits with a withdrawal penalty are considered to be
illiquid securities.

PROSPECTUS

29
<PAGE>
APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES (CONTINUED)
================================================================================

COMMERCIAL PAPER
Commercial paper is the term used to designate unsecured short-term promissory
notes issued by corporations and other entities. Maturities on these issues vary
from one to 270 days.

MONEY MARKET FUNDS
A money market fund is a mutual fund that limits its investments to high quality
money market instruments with a weighted average maturity of 90 days or less.
Consistent with applicable regulations the Funds may not invest more than
certain percentages of their assets in other mutual funds. Investing in other
mutual funds causes shareholders to bear not only Fund expenses, but also
expenses of the underlying mutual funds.

VARIABLE AND FLOATING RATE INSTRUMENTS
Certain obligations may carry variable or floating rates of interest and may
involve a conditional or unconditional demand feature permitting the holder to
demand payment of principal at any time or at specified intervals. These
obligations may include variable amount master demand notes. Such instruments
bear interest at rates which are not fixed, but which vary with changes in
specified market rates or indices, such as a Federal Reserve composite index.
A demand instrument with a demand notice period exceeding seven days may be
considered illiquid if there is no secondary market for such security. The
interest rate on these securities may be reset daily, weekly, quarterly, or
some other reset period and may have a floor or ceiling on interest rate
charges. There is a risk that the current interest rate on such obligations may
not accurately reflect existing market interest rates.

REPURCHASE AGREEMENTS
A repurchase agreement is an agreement where a person buys a security and
simultaneously commits to sell the security to the seller at an agreed upon
price (including principal and interest) on an agreed upon date within a number
of days from the date of purchase. A Fund bears a risk of loss in the event the
other party defaults on its obligations and the Fund is delayed or prevented
from its right to dispose of the collateral securities or if the Fund realizes a
loss on the sale of the collateral securities. Pursuant to an exemptive order
from the SEC, the Funds may enter into repurchase agreements on a pooled basis.

REVERSE REPURCHASE AGREEMENTS
Reverse repurchase agreements involve the sale of securities held by a Fund and
the agreement by the Fund to repurchase the securities at an agreed-upon price,
date and interest payment. When a Fund enters into reverse repurchase
transactions, securities of a dollar amount equal in value to the securities
subject to the agreement will be maintained in a segregated account with the
Fund's custodian. The segregation of assets could impair the Fund's ability to
meet its current obligations or impede investment management if a large portion
of the Fund's assets are involved. Reverse repurchase agreements are considered
to be a form of borrowing.

MORTGAGE-BACKED SECURITIES -- The Funds may purchase mortgage-backed securities
issued or guaranteed as to payment of principal and interest by the U.S.
government or one of its agencies and backed by the full faith and credit of the
U.S. government, including direct pass-through certificates of GNMA, as well as
mortgage-backed securities for which principal and interest payments are backed
by the credit of particular agencies of the U.S. government. Mortgage-backed
securities are generally backed or collateralized by a pool of mortgages. These
securities are sometimes called collateralized mortgage obligations or CMOs.

Even if the U.S. government or one of its agencies guarantees principal and
interest payments of a mortgage-backed security, the market price of a
mortgage-backed security is not insured and may be subject to market volatility.
When interest rates decline, mortgage-backed securities experience higher rates
of prepayment because the underlying mortgages are refinanced to take advantage
of the lower rates. The prices of mortgage-backed securities may not increase as
much as prices of other debt obligations when interest rates decline, and
mortgage-backed securities may not be an effective means of locking in a
particular interest rate. In addition, any premium paid for a mortgage-backed
security may be lost when it is prepaid. When interest rates go up,
mortgage-backed securities experience lower rates of prepayment. This has the
effect of lengthening the expected maturity of a mortgage-backed security. As a
result, prices of mortgage-backed securities may decrease more than prices of
other debt obligations when interest rates go up.

(CONTINUED)
PROSPECTUS

30
<PAGE>
================================================================================

FORWARD COMMITMENTS OR PURCHASES ON A
WHEN-ISSUED BASIS
Forward commitments or purchases of securities on a when-issued basis are
transactions where the price of the securities is fixed at the time of
commitment and the delivery and payment ordinarily takes place beyond customary
settlement time. The interest rate realized on these securities is fixed as of
the purchase date and no interest accrues to the buyer before settlement. The
securities are subject to market fluctuation due to changes in market interest
rates; the securities are also subject to fluctuation in value pending
settlement based upon public perception of the creditworthiness of the issuer of
these securities. Each Fund may invest up to 25% of its assets in forward
commitments or commitments to purchase securities on a when-issued basis.

SECURITIES RATED BAA OR BBB
The Funds may purchase securities rated Baa by Moody's or BBB by Standard &
Poor's, which may have poor protection of payment of principal and interest. See
"Risk Considerations."

ASSET-BACKED SECURITIES
The Funds may invest in corporate asset-backed securities. These securities,
issued by trusts and special purpose corporations, are backed by a pool of
assets, such as credit card or automobile loan receivables, representing the
obligations of a number of different parties. Corporate asset-backed securities
present certain risks. For instance, in the case of credit card receivables,
these securities may not have the benefit of any security interest in the
related collateral.

MUNICIPAL SECURITIES
Municipal securities include debt obligations issued by or on behalf of public
authorities to obtain funds to be used for various public facilities, for
refunding outstanding obligations and for general operating expenses. Municipal
securities also include debt obligations issued to obtain funds for lending to
other public institutions and facilities, and certain private activity and
industrial development bonds issued by or on behalf of public authorities to
obtain funds to provide for the construction, equipment, repair or improvement
of privately operated facilities. Municipal notes include general obligation
notes, tax anticipation notes, revenue anticipation notes, bond anticipation
notes, certificates of indebtedness, demand notes and construction loan notes.
Municipal bonds include general obligation bonds, revenue or special obligation
bonds, private activity and industrial development bonds. General obligation
bonds are backed by the taxing power of the issuing municipality. Revenue bonds
are backed by the revenues of a project or facility. The payment of principal
and interest on private activity and industrial development bonds generally 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 financed with
the proceeds of these bonds as security for such payment.

Municipal securities also include participations in municipal leases. These are
undivided interests in a portion of a lease or installment purchase issued by
state or local government to acquire equipment or facilities. Municipal leases
frequently have special risks not normally associated with general obligation
bonds or revenue bonds. Many leases include "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. Although the
obligations will be secured by the leased equipment or facilities, the
disposition of the property in the event of non-appropriation or foreclosure
might, in some cases, prove difficult.

STANDBY COMMITMENTS
A security purchased subject to a standby commitment may be sold at a fixed
price prior to maturity and may be sold at any time at market rates. A premium
may be paid for a standby commitment and will have the effect of reducing the
yield otherwise payable on the underlying security. There is no limit to the
percentage of Fund securities that any Fund may purchase subject to a standby
commitment but the amount paid directly or indirectly for a standby commitment
held by any Fund will not exceed 1/2 of 1% of the value of the total assets of
the Fund.

PROSPECTUS
(CONTINUED)
31

<PAGE>
APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES (CONTINUED)
================================================================================

MORTGAGE "DOLLAR ROLL" TRANSACTIONS
Mortgage "dollar roll" transactions involve sale by a Fund of mortgage-backed
securities for delivery in the future (generally within 30 days),when the Fund
simultaneously contracts to purchase substantially similar (same type, coupon
and maturity) securities on a specified future date. The Funds will only enter
into covered rolls. A "covered roll" is a specific type of dollar roll for which
there is an offsetting cash position or a cash equivalent security position
which matures on or before the forward settlement date of the dollar roll
transaction. Each Fund will not commit more than 20% of its total assets to
dollar roll transactions.

LOAN PARTICIPATIONS
Loan participations are interests in loans which are administered by the lending
bank or agent for a syndicate of lending banks, and sold by the lending bank or
syndicate member. The Funds may only purchase interests in loan participations
issued by a bank in the United States with assets exceeding $1 billion and for
which the underlying loan is issued by borrowers in whose obligations the Funds
may invest. Because the intermediary bank does not guarantee a loan
participation in any way, a loan participation is subject to the credit risk
generally associated with the underlying corporate borrower. In addition, in the
event the underlying corporate borrower defaults, a Fund may be subject to
delays, expenses and risks that are greater than those that would have been
involved if the Fund had purchased a direct obligation (such as commercial
paper) of the borrower. Under the terms of a loan participation the purchasing
Fund may be regarded as a creditor of the intermediary bank, so that the Fund
may also be subject to the risk that the issuing bank may become insolvent.

GUARANTEED INVESTMENT CONTRACTS (GIC)
A GIC is a contract between an insurance company and, generally, an
institutional investor that guarantees the investor a specified interest rate
for a specific period and the return of the investor's principal. Each Fund will
not invest more than 20% of its total assets in GICs.

COMMON AND PREFERRED STOCK
Common stocks are generally more volatile than other securities. Preferred
stocks share some of the characteristics of both debt and equity investments and
are generally preferred over common stocks with respect to dividends and in
liquidation.

CONVERTIBLE SECURITIES
Convertible securities have characteristics similar to both fixed income and
equity securities. Because of the conversion feature, the market value of
convertible securities tends to move together with the market value of the
underlying stock. The value of convertible securities is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions. Convertible securities include both debt obligations and preferred
stock.

AMERICAN, EUROPEAN AND CONTINENTAL DEPOSITORY RECEIPTS
American Depositary Receipts (ADRs) are securities, typically issued by a U.S.
financial institution, that evidence ownership interests in a security or a pool
of securities issued by a foreign issuer. European Depositary Receipts (EDRs),
which are sometimes referred to as Continental Depositary Receipts (CDRs), are
securities, typically issued by a non-U.S. financial institution, that evidence
ownership interests in a security or a pool of securities issued by either a
U.S. or foreign issuer. ADRs, EDRs and CDRs may be available for investment
through "sponsored" or "unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security underlying the receipt and a
depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's underlying security.
Holdings of an unsponsored depositary receipt generally bear all the costs of
the unsponsored facility and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass voting rights
through to the holders of the receipts in respect of the deposited securities.
Investments in securities of foreign issuers (including ADRs, EDRs and CDRs) are
subject to special risks. See "Risk Considerations."

PROSPECTUS

32
<PAGE>
================================================================================

FOREIGN CURRENCY TRANSACTIONS
Currency exchange transactions may protect against uncertainty in the level of
future exchange rates in connection with hedging and other non-speculative
strategies involving specific settlement transactions. Currency exchange
transactions may be conducted either on a spot (i.e., cash) basis at the rate
prevailing in the currency exchange market, or through forward contracts to
purchase or sell currencies. A forward currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which must
be more than two days from the date of the contract, at a price set at the time
of the contract. Transaction hedging is the purchase or sale of forward currency
with respect to specific receivables or payables generally arising in connection
with the purchase or sales of particular portfolio securities.

The Funds will use currency exchange transactions only for bona fide hedging
purposes and other non-speculative strategies.

WARRANTS
A warrant is an instrument issued by a corporation which gives the holder the
right to subscribe to a specified amount of the corporation's capital stock at a
set price for a specified period of time. Each Fund may invest up to 5% of its
net assets in warrants, except that this limitation does not apply to warrants
acquired in units or attached to securities. Included in this limitation, but
not to exceed 2% of the Fund's net assets, may be warrants not listed on the New
York Stock Exchange or American Stock Exchange.

SECURITIES LENDING
Consistent with applicable regulatory requirements and in order to generate
additional income, each Fund may lend securities to broker-dealers and other
institutional borrowers. Loans must be callable at any time and continuously
secured by collateral (cash or U.S. government securities) in an amount not less
than the market value, determined daily, of the securities loaned. It is
intended that the value of securities loaned by a Fund would not exceed 331/3%
of the Fund's total assets. In the event of the bankruptcy of the other party to
a securities loan, a Fund could experience delays in recovering either the
securities lent or cash. To the extent that, in the meantime, the value of the
securities lent has increased or the value of the securities purchased has
decreased, the Fund could experience a loss. The voting rights of such
securities may pass to the borrower; however, the lending Fund will seek to call
loans, to vote proxies, or otherwise to obtain rights to vote or consent if a
material event affecting the investment is to occur.

RESTRICTED OR ILLIQUID SECURITIES
Securities that may not be sold freely to the public absent registration or
securities for which there is no readily available market are referred to as
restricted or illiquid securities, respectively. Each Fund may invest up to 15%
(10% for each Money Market Fund) of its net assets in illiquid securities,
including restricted securities that are illiquid. The absence of a trading
market can make it difficult to ascertain a market value for these investments.
Disposing of illiquid securities may involve time-consuming negotiation and
legal expense, and it may be difficult or impossible for a Fund to sell them
promptly at an acceptable price.

OPTIONS
The Funds may engage in writing call options from time to time. Under a call
option, the purchaser of the option has the right to purchase, and the writer
(the Fund) the obligation to sell, the underlying security at the exercise price
during the option period. Options written on individual securities are written
solely as covered call options (such as options written on securities owned by
the Fund) and may be written for hedging purposes or, in the case of the Stock
Funds, Boston 1784 Short-Term Income Fund and Boston 1784 Income Fund, in order
to generate additional income. Such options must be listed on a national
securities exchange. Each Fund may write covered call options on its securities
provided the aggregate value of such options does not exceed 10% of the Fund's
net assets.

There are risks associated with options transactions, including that the success
of a hedging strategy may depend on the ability of the Adviser to predict
movements in the prices of individual securities, market fluctuations and
movements in interest rates; there may be an imperfect correlation between the
movement in prices of securities held by a Fund and price movements of the
related options; there may not be a liquid secondary market for options; and
while a Fund will receive a premium when it writes covered call options, it may
not participate fully in a rise in the market value of the underlying security.

PROSPECTUS

33
<PAGE>
APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES (CONTINUED)
================================================================================

FUTURES AND OPTIONS ON FUTURES
Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specified security at a specified
future time and at a specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a position in a
futures contract at a specified exercise price during the term of the option.
The Funds may enter into futures contracts and options on futures contracts
provided that the sum of a Fund's initial margin deposits on open futures
contracts plus the amount paid for premiums for unexpired options on futures
contracts does not exceed 5% of the market value of the Fund's total assets and
the outstanding obligations to purchase securities under futures contracts do
not exceed 20% of the Fund's total assets. The Fund will enter into only those
futures contracts which are traded on recognized futures exchanges.

The Funds use futures contracts and related options only for bona fide hedging
purposes, i.e., to offset unfavorable changes in the value of securities
otherwise held or expected to be acquired for investment purposes. There are
risks associated with these hedging activities. See "Options."

The Funds may purchase and sell interest rate futures contracts and options on
interest rate futures contracts, stock index futures contracts and options on
stock index futures contracts; and currency futures contracts and options on
currency futures contracts.

OTHER INVESTMENT COMPANIES
Subject to applicable statutory and regulatory limitations, assets of each Fund
may be invested in shares of other investment companies and foreign investment
trusts. Each Fund may invest up to 5% of its assets in closed-end investment
companies which primarily hold securities of non-U.S. issuers. A Fund's purchase
of investment company securities may result in the duplication of fees and
expenses.

CURRENCY SWAPS
Currency swaps involve the exchange of rights to make or receive payments in
specified currencies. Currency swaps usually involve the delivery of the entire
principal value of one designated currency. Therefore, the entire principal
value of a currency swap is subject to the risk that the other party to the swap
will default on its contractual delivery obligations. The use of currency swaps
is a highly specialized activity which involves investment techniques and risks
different from those associated with ordinary portfolio securities transactions.
If the Adviser or Advisers to a Fund are incorrect in their forecasts of market
values and currency exchange rates, the investment performance of the Fund would
be less favorable than it would have been if this investment technique were not
used.

PROSPECTUS

34
<PAGE>
================================================================================

(THIS PAGE INTENTIONALLY LEFT BLANK)

NOT PART OF THE PROSPECTUS

<PAGE>

BOSTON 1784 FUNDS[SERVICE MARK] PROSPECTUS
================================================================================
PLEASE READ THIS PROSPECTUS BEFORE INVESTING, AND KEEP IT ON FILE FOR FUTURE
REFERENCE. IT CONTAINS IMPORTANT INFORMATION, INCLUDING HOW THE FUNDS INVEST AND
SERVICES AVAILABLE TO SHAREHOLDERS.

================================================================================

REMEMBER THAT SHARES OF THE FUNDS
[SQUARE BULLET] ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY;
[SQUARE BULLET] ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
BANKBOSTON, N.A. OR ANY OF ITS AFFILIATES;
[SQUARE BULLET] INVOLOVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.
================================================================================

[square bullet] Boston 1784 U.S. Treasury Money
Market Fund

[square bullet] Boston 1784 Prime Money Market Fund

[square bullet] Boston 1784 Tax-Free Money
Market Fund

[square bullet] Boston 1784 Institutional U.S. Treasury
Money Market Fund

October 1, 1997

PROSPECTUS

<PAGE>

TABLE OF CONTENTS
================================================================================
FUND SUMMARY ................................................................ 1
EXPENSES .................................................................... 2
FINANCIAL HIGHLIGHTS ........................................................ 3
INVESTMENT INFORMATION ...................................................... 4
Investment objectives and principal investment policies ....... 4
Additional investment policies ................................ 5
Risk considerations ........................................... 6
DIVIDENDS AND DISTRIBUTIONS ................................................. 7
MANAGEMENT .................................................................. 8
SHAREHOLDER SERVICES ........................................................10
How to reach the Funds ........................................10
Types of accounts .............................................10
How to open an account ........................................10
How to purchase shares ........................................11
How to sell shares ............................................12
Shareholder services and policies .............................14
TAXES .......................................................................16
GENERAL INFORMATION .........................................................17
Net asset value ...............................................17
Organization ..................................................17
Voting and other rights .......................................17
Performance information .......................................18
Expenses ......................................................18
APPENDIX A -- TAXABLE EQUIVALENT YIELD TABLES ...............................20
APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES ................21

PROSPECTUS

<PAGE>

FUND SUMMARY
================================================================================
THIS SECTION SUMMARIZES THE FUNDS' INVESTMENT OBJECTIVES AND WHO MAY WANT TO
INVEST. SEE THE REST OF THIS PROSPECTUS FOR MORE INFORMATION, INCLUDING RISK
CONSIDERATIONS. AS WITH ANY MUTUAL FUND, THERE CAN BE NO ASSURANCE THAT A FUND
WILL ACHIEVE ITS INVESTMENT OBJECTIVE. NO FUND, BY ITSELF, IS INTENDED TO BE A
COMPLETE INVESTMENT PROGRAM.

BOSTON 1784 U.S. TREASURY MONEY MARKET FUND,
BOSTON 1784 PRIME MONEY MARKET FUND AND
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND

Objective: to preserve principal value and maintain a high degree of
liquidity while providing current income.

BOSTON 1784 TAX-FREE MONEY MARKET FUND

Objective: to preserve principal value and maintain a high degree of
liquidity while providing current income exempt from federal
income tax.

WHO MAY WANT TO INVEST
These Funds are designed for conservative investors who want liquidity,
current income at money market rates and stability of principal. Because
they emphasize stability, these Funds may be an appropriate component of
a savings plan. The Treasury Funds offer an added measure of safety with
their focus on U.S. government securities.

PROSPECTUS

1
<PAGE>

EXPENSES
================================================================================
THESE TABLES SHOW SHAREHOLDER TRANSACTION EXPENSES AND ESTIMATED ANNUAL
OPERATING EXPENSES FOR THE FUNDS, AND ARE INTENDED TO ASSIST INVESTORS IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT SHAREHOLDERS IN THE FUNDS WILL
BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE INFORMATION, SEE "MANAGEMENT" ON
PAGE 8 AND "GENERAL INFORMATION - EXPENSES" ON PAGE 17.

SHAREHOLDER TRANSACTION
EXPENSES

ANNUAL OPERATING EXPENSES (1)
(EXPRESSED AS A PERCENTAGE OF AVERAGE NET ASSETS)
Total
Advisory Other Operating
Fee(2) Expenses(2) Expenses(2)
- --------------------------------------------------------------------------------
U.S. Treasury Money
Market Fund .40% .24% .64%
Prime Money
Market Fund .40 .25 .65
Tax-Free Money
Market Fund .36 .20 .56
Institutional U.S. Treasury
Money Market Fund .20 .20 .40
- --------------------------------------------------------------------------------

EXAMPLE(1)
A shareholder would pay the following expenses on a $1,000 investment, assuming
a 5% annual return, reinvestment of all dividends and redemption of the shares
after the number of years indicated:

- --------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
U.S. Treasury Money
Market Fund $7 $21 $36 $81
Prime Money Market Fund 7 21 36 81
Tax-Free Money Market Fund 6 18 31 70
Institutional U.S. Treasury
Money Market Fund 4 13 22 51
- --------------------------------------------------------------------------------

(1) Unless otherwise noted, the information in the expense table and the
example is based on the fiscal year ended May 31, 1996 and reflects
voluntary fee waivers and/or reimbursements. The assumption in the
example of a 5% annual return is required by the Securities and Exchange
Commission for all mutual funds, and is not a prediction of any Fund's
future performance. The example should not be considered a representation
of past or future expenses of any Fund. Actual expenses may be greater or
less than those shown.

(2) Without fee waivers and reimbursements, advisory fees would be .40% for each
Fund (.20% for the Institutional U.S. Treasury Money Market Fund); and
other expenses and total operating expenses would be .35% and .75%
for the U.S. Treasury Money Market Fund, .25% and .65% for the Prime Money
Market Fund, .20% and .60% for the Tax-Free Money Market Fund and
.20% and .40% for the Institutional U.S. Treasury Money Market Fund.

PROSPECTUS

2
<PAGE>

FINANCIAL HIGHLIGHTS
================================================================================

THIS TABLE CONTAINS FINANCIAL INFORMATION ABOUT THE FUNDS WHICH IS INCLUDED
IN THE FUNDS' ANNUAL REPORTS. EXCEPT AS NOTED BELOW, THE FINANCIAL
INFORMATION HAS BEEN AUDITED BY COOPERS & LYBRAND L.L.P., INDEPENDENT
ACCOUNTANTS. THEIR REPORTS ON THE AUDITED FINANCIAL STATEMENTS AND
FINANCIAL HIGHLIGHTS ARE INCLUDED IN THE ANNUAL REPORTS. THE FINANCIAL
STATEMENTS AND FINANCIAL HIGHLIGHTS FROM THE ANNUAL REPORTS ARE INCORPORATED
BY REFERENCE INTO THE STATEMENT OF ADDITIONAL INFORMATION. COPIES OF THE
ANNUAL REPORTS MAY BE OBTAINED WITHOUT CHARGE BY CALLING 1-800-BKB-1784.
<TABLE>
<CAPTION>

NET NET NET
ASSET DISTRIBUTIONS ASSET ASSETS RATIO
VALUE NET FROM NET VALUE END OF EXPENSES
BEGINNING INVESTMENT INVESTMENT END TOTAL OF PERIOD TO AVERAGE
OF PERIOD INCOME INCOME OF PERIOD RETURN (000) NET ASSETS
- ---------------------------------------------------------------------------------------------------------------------
BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
<S> <C> <C> <C> <C> <C> <C> <C>

For the year ended May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 $1.00 0.05 (0.05) $1.00 5.16% $ 78,999 0.64%
For the year ended May 31, 1995 $1.00 0.05 (0.05) $1.00 4.81% $ 55,068 0.60%
For the period ended May 31, 1994 (1) $1.00 0.03 (0.03) $1.00 2.64%* $ 5,593 0.65%
- ---------------------------------------------------------------------------------------------------------------------
BOSTON 1784 PRIME MONEY MARKET FUND
For the period ended May 31, 1997 (2) [To be added by amendment.]
For the year ended December 31, 1996 (3) $1.00 0.05 (0.05) $1.00 5.02% $ 93,229 0.66%
For the year ended December 31, 1995 $1.00 0.05 (0.05) $1.00 5.49% $ 156,532 0.62%
For the year ended December 31, 1994 $1.00 0.04 (0.04) $1.00 3.75% $ 136,923 0.65%
For the year ended December 31, 1993 $1.00 0.03 (0.03) $1.00 2.72% $ 168,909 0.59%
For the period ended December 31, 1992 (4) $1.00 0.02 (0.02) $1.00 2.13% $ 242,935 0.59%
For the period ended April 30, 1992 (5) $1.00 0.03 (0.03) $1.00 3.55% $ 280,931 0.48%
- ---------------------------------------------------------------------------------------------------------------------
BOSTON 1784 TAX-FREE MONEY MARKET FUND
For the year ended May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 $1.00 0.03 (0.03) $1.00 3.55% $ 549,628 0.54%
For the year ended May 31, 1995 $1.00 0.03 (0.03) $1.00 3.29% $ 539,412 0.50%
For the period ended May 31, 1994 (6) $1.00 0.02 (0.02) $1.00 2.31%* $ 407,448 0.27%
- ---------------------------------------------------------------------------------------------------------------------
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 $1.00 0.05 (0.05) $1.00 5.45% $ 644,733 0.32%
For the year ended May 31, 1995 $1.00 0.05 (0.05) $1.00 5.05% $ 395,585 0.30%
For the period ended May 31, 1994 (7) $1.00 0.03 (0.03) $1.00 2.99%* $ 181,568 0.22%
- --------------------------------------------------------------------------------------------------------------------

RATIO RATIO OF
RATIO OF EXPENSES NET INCOME
OF NET TO AVERAGE TO AVERAGE
INCOME NET ASSETS NET ASSETS
TO AVERAGE (EXCLUDING (EXCLUDING
NET ASSETS WAIVERS) WAIVERS)
- ------------------------------------------------------------------------------------
BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
<S> <C> <C> <C>
For the year ended May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 5.02% 0.75% 4.91%
For the year ended May 31, 1995 5.13% 0.92% 4.81%
For the period ended May 31, 1994 (1) 2.91% 6.42% (2.86)%
- ------------------------------------------------------------------------------------
BOSTON 1784 PRIME MONEY MARKET FUND
For the period ended May 31, 1997 (2) [To be added by amendment.]
For the year ended December 31, 1996 (3) 4.85% 0.66% 4.85%
For the year ended December 31, 1995 5.40% 0.62% 5.40%
For the year ended December 31, 1994 3.64% 0.69% 3.60%
For the year ended December 31, 1993 2.68% 0.70% 2.57%
For the period ended December 31, 1992 (4) 3.13% 0.64% 3.08%
For the period ended April 30, 1992 (5) 4.61% 0.63% 4.46%
- ------------------------------------------------------------------------------------
BOSTON 1784 TAX-FREE MONEY MARKET FUND
For the year ended May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 3.49% 0.60% 3.43%
For the year ended May 31, 1995 3.28% 0.61% 3.17%
For the period ended May 31, 1994 (5) 2.39% 0.71% 1.95%
- ------------------------------------------------------------------------------------
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 [To be added by amendment.]
For the year ended May 31, 1996 5.29% 0.39% 5.22%
For the year ended May 31, 1995 5.12% 0.41% 5.01%
For the period ended May 31, 1994 (6) 3.16% 0.55% 2.83%
- ------------------------------------------------------------------------------------

<FN>

* Returns are for the period indicated and have not been annualized.
(1) The U.S. Treasury Money Market Fund commenced operations on June 7, 1993.
All ratios for the period have been annualized.
(2) The Prime Money Market Fund changed its fiscal year from December 31 to
May 31. Reflects operations for the period from January 1, 1997 to May 31,
1997. All ratios for the period have been annualized.
(3) Until December 9, 1996, the Prime Money Market Fund was known as the
BayFunds Money Market Portfolio and was a portfolio of BayFunds, an
open-end investment company registered under the Investment Company Act
of 1940, as amended. Shares of the BayFunds Money Market Portfolio were
divided into two classes, known as Investment Shares and Trust Shares. The
Prime Money Market Fund has only a single class of outstanding shares.
For periods prior to December 9, 1996, Ernst & Young L.L.P. were the
auditors of the BayFunds Money Market Portfolio.
(4) The Prime Money Market Fund changed its fiscal year from April 30 to
December 31. Reflects operations for the period from May 1, 1992 to
December 31, 1992. All ratios for the period have been annualized.
(5) Reflects operations for the period from August 1, 1991 (date of initial
public investment) to April 30, 1992. During the period from May 16,
1991 (start of business) to August 1, 1991, net investment income
aggregating to $0.01 per share ($1,101) was distributed to
Federated Administrative Services. All ratios for the period have been
annualized.
(6) The Tax-Free Money Market Fund commenced operations on June 14, 1993. All
ratios for the period have been annualized.
(7) The Institutional U.S. Treasury Money Market Fund commenced operations
on June 14, 1993. All ratios for the period have been annualized.
</FN>
</TABLE>

PROSPECTUS

3
<PAGE>
INVESTMENT INFORMATION
================================================================================

The investment objective of the BOSTON 1784 U.S. TREASURY MONEY MARKET FUND,
BOSTON 1784 PRIME MONEY MARKET FUND and BOSTON 1784 INSTITUTIONAL U.S.
TREASURY MONEY MARKET FUND is to preserve principal value and maintain a
high degree of liquidity while providing current income.

PROSPECTUS

4
<PAGE>
================================================================================

ADDITIONAL INVESTMENT POLICIES: THIS SECTION DESCRIBES ADDITIONAL INVESTMENT
POLICIES OF THE FUNDS. SEE "RISK CONSIDERATIONS" FOR MORE INFORMATION.

NON-U.S. SECURITIES.
Each Fund may invest a portion of its assets in non-U.S. securities. Investing
in non-U.S. securities involves risks in addition to those of investing in U.S.
securities. See "Risk Considerations."

OTHER INVESTMENT COMPANIES.
The Prime Money Market Fund may invest substantially all of its assets in a
mutual fund having the same investment objective and policies as that particular
Fund. This structure is known as a master/funds investment structure.
Shareholders of the Prime Money Market Fund will be given at least 30 days'
notice before the Fund converts to this structure.

INVESTMENT RESTRICTIONS.
The Statement of Additional Information contains a list of specific investment
restrictions which govern the investment policies of the Funds, including a
limitation that each Fund may borrow money from banks in an amount not to exceed
331/3% of the Fund's total assets for extraordinary or emergency purposes (e.g.,
to meet redemption requests). Shareholder approval is required to change each
Fund's investment objective. Generally, the Funds' investment policies may be
changed without shareholder approval. If a percentage or rating restriction
(other than a restriction as to borrowing) is adhered

PROSPECTUS

5
<PAGE>
INVESTMENT INFORMATION (CONTINUED)
================================================================================
to at the time an investment is made, a later change in percentage or rating
resulting from changes in a Fund's securities will not be a violation of policy.

PORTFOLIO TURNOVER.
Securities of a Fund will be sold whenever the Adviser or Advisers believe it is
appropriate to do so in light of the Fund's investment objective, without regard
to the length of time a particular security may have been held. The amount of
brokerage commissions and realization of taxable capital gains will tend to
increase as the level of portfolio activity increases.

RISK CONSIDERATIONS: THE RISKS OF INVESTING IN EACH FUND VARY DEPENDING UPON
THE NATURE OF THE SECURITIES HELD, AND THE INVESTMENT PRACTICES EMPLOYED, ON ITS
BEHALF. CERTAIN OF THESE RISKS ARE DESCRIBED IN THIS SECTION.

NON-U.S. SECURITIES.
Investments in non-U.S. securities involve risks relating to political, social
and economic developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and non-U.S. issuers and
markets are subject. These risks may include expropriation, confiscatory
taxation, withholding taxes on dividends and interest, limitations on the use
or transfer of portfolio assets and political or social instability. Enforcing
legal rights may be difficult, costly and slow in non-U.S. countries, and there
may be special problems enforcing claims against non-U.S. governments. In
addition, non-U.S. companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be less
public information about their operations. Non-U.S. markets may be less liquid
and more volatile than U.S. markets, and may offer less protection to investors
such as the Funds.

INVESTMENT PRACTICES.
Certain of the investment practices employed for the Funds may entail certain
risks. These risks are in addition to the risks described above and are
described in Appendix B.

PROSPECTUS

6
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
================================================================================
Substantially all of each Fund's net income from dividends and interest is
declared as a dividend daily to shareholders of record. Shares begin
accruing dividends on the date of purchase, and accrue dividends up to and
including the day prior to redemption. Dividends are paid monthly on the first
business day of each month.

Each Fund's net realized short-term and long-term capital gains, if any, will be
distributed to the Fund's shareholders at least annually, in December. Each Fund
may also make additional distributions to its shareholders to the extent
necessary to avoid the application of the 4% non-deductible excise tax on
certain undistributed income and net capital gains of mutual funds.

Distributions are paid in additional shares issued at net asset value unless the
shareholder elects to receive payment in cash.

PROSPECTUS

7
<PAGE>
MANAGEMENT
================================================================================
TRUSTEES AND OFFICERS.
Each Fund is supervised by the Board of Trustees of Boston 1784 Funds. More
information on the Trustees and Fund officers may be found under "Management" in
the Statement of Additional Information.

INVESTMENT ADVISER.
BankBoston is the investment adviser of each Fund, and subject to policies set
by the Trustees, makes investment decisions. BankBoston is the successor to a
bank chartered in 1784 and offers a wide range of banking and investment
services to customers throughout the world. BankBoston has been providing asset
management services since 1890. The Private Bank Division of BankBoston is the
investment management group within BankBoston that advises the Funds. As of
December 31, 1996, the Private Bank was responsible for the investment
management of approximately $20 billion of individual, institutional, endowment
and corporate assets, including nearly $6 billion in assets of the Funds, in
money market, equity, and fixed income securities. The Private Bank has earned
national recognition and respect as an investment manager. BankBoston is a
wholly-owned subsidiary of BankBoston Corporation; its legal name is BankBoston,
N.A. and its address is 100 Federal Street, Boston, Massachusetts 02110. Prior
to April 24, 1997, BankBoston's legal name was The First National Bank of
Boston.

The following chart shows the investment advisory fees paid by each Fund for the
fiscal year ended May 31, 1997.

- --------------------------------------------------------------------------------
Advisory fees paid
(expressed as a percentage
of average net assets)
- --------------------------------------------------------------------------------
U.S. Treasury Money Market Fund .__%
Prime Money Market Fund .__
Tax-Free Money Market Fund .__
Institutional U.S. Treasury Money Market Fund .__

PROSPECTUS

8
<PAGE>

================================================================================

monthly, at an annual rate of .085% of the first $5 billion of the combined
average daily net assets of the Funds and the other funds in the Boston 1784
Funds family and .035% of combined average daily net assets in excess of $5
billion. SEI has agreed to waive portions of its fee from time to time. SEImay
retain sub-administrators, including BankBoston, whose fees would be paid by
SEI.

CUSTODIAN. BankBoston is the Funds' custodian. Fund securities may be held by a
sub-custodian bank approved by the Trustees.

PROSPECTUS

9
<PAGE>

SHAREHOLDER SERVICES
================================================================================
This section describes how to do business with the Funds and shareholder
services that are available.

HOW TO REACH THE FUNDS

BY TELEPHONE 1-800-BKB-1784
Call for account or Fund
information Monday through
Friday 8 a.m. to 8 p.m. or
Saturday and Sunday between
9 a.m. and 4 p.m. (Eastern time).

BY REGULAR MAIL Boston 1784 Funds
P.O. Box 8524
Boston, MA 02266-8524

BY OVERNIGHT COURIER Boston 1784 Funds
c/o Boston Financial Data Services
2 Heritage Drive
North Quincy, MA 02171
TYPES OF ACCOUNTS
If you are investing in the Funds for the first time, you will need to establish
an account. You may establish the following types of accounts by completing the
account application included with this Prospectus. If there is no application
accompanying this Prospectus, call 1-800-BKB-1784.

[bullet] INDIVIDUAL OR JOINT OWNERSHIP. Individual accounts are owned by one
person. Joint accounts have two or more owners.

[bullet] GIFT OR TRANSFER TO MINOR (UGMA or UTMA). A UGMA (Uniform Gifts to
Minors Act) or UTMA (Uniform Transfers to Minors Act) account is a
custodial account managed for the benefit of a minor. To open a UGMA
or UTMA account, you must include the minor's social security number
on the application.

[bullet] TRUST. A trust can open an account. The name of each trustee, the name
of the trust and the date of the trust agreement must be included on
the application.

[bullet] CORPORATIONS, PARTNERSHIPS AND OTHER LEGAL ENTITIES. Corporations,
partnerships and other legal entities may also open an account. The
application must be signed by a general partner of the partnership or
an authorized officer of the corporation or other legal entity.

[bullet] RETIREMENT. If you are eligible, you may set up your account under a
tax-sheltered retirement plan, such as an Individual Retirement
Account. BankBoston offers a number of retirement plans through which
Fund shares may be purchased. Call 1-800-BKB-1784 for more information.

HOW TO OPEN AN ACCOUNT

Complete and sign the appropriate account application. Please be sure to provide
your social security or taxpayer identification number on the application.
Make your check payable to the Fund in which you are investing. Send all items
to one of the following addresses:

BY REGULAR MAIL Boston 1784 Funds
P.O. Box 8524
Boston, MA 02266-8524

BY OVERNIGHT COURIER Boston 1784 Funds
c/o Boston Financial
Data Services
2 Heritage Drive
North Quincy, MA 02171

PROSPECTUS

10
<PAGE>
================================================================================
HOW TO PURCHASE SHARES

Shares of the Funds are sold on a continuous basis and may be purchased
from the Distributor or a broker-dealer or financial institution that has an
agreement with the Distributor. Purchases may be made Monday through Friday,
except on certain holidays.

Each Fund's share price, called net asset value, is calculated every business
day. Each Fund's shares are sold without a sales charge. Shares are purchased at
net asset value the next time it is calculated after your investment is received
and accepted by the Distributor. Net asset value is normally calculated at 12
noon Eastern time (3 p.m. for the Institutional U.S. Treasury Money Market
Fund). For the Institutional U.S. Treasury Money Market Fund, the Distributor
must receive federal funds by the close of business on the day your order is
received and accepted. For the other Funds your investment is considered
received when your check is converted into federal funds. This normally happens
within two business days.

ADDITIONAL PURCHASES. If you already have money invested in a Fund, you can
invest additional money in that Fund in the following ways:

BY MAIL. Complete the remittance slip attached at the bottom of your
confirmation statement. If you are making a purchase into a retirement
account, please indicate whether the purchase is a rollover or a current or
prior year contribution. Send your check and remittance slip or written
instructions to one of the addresses listed previously.

BY TELEPHONE. This service allows you to purchase additional shares
quickly and conveniently through an electronic transfer of money. When you
make an additional purchase by telephone, the Funds will automatically
debit your predesignated bank account for the desired amount. If you have
not established the telephone purchase option, call 1-800-BKB-1784 to
request the appropriate form.

BY WIRE. Purchases may also be made by wiring money from your bank account
to your Fund account. Call 1-800-BKB-1784 to receive wiring instructions.

AUTOMATIC INVESTMENT PROGRAMS. Automatic investing is an easy way to add
to your account systematically. The Funds offer automatic investment plans
to help you achieve your financial goals as simply and conveniently as
possible. Minimum purchase amounts apply. Call 1-800-BKB-1784 for
information.

PAYING FOR SHARES. Please note the following:

[bullet] Purchases may be made by check, wire transfer and automated clearing
house transactions.

[bullet] All purchases must be made in U.S. dollars.

PROSPECTUS

11
<PAGE>
SHAREHOLDER SERVICES (CONTINUED)
================================================================================
[bullet] Checks must be drawn on U.S. banks and must be payable to the Funds.

[bullet] Cash and credit card checks are not accepted.

[bullet] If a check does not clear your bank, the Funds reserve the right
to cancel the purchase.

[bullet] If the Funds are unable to debit your predesignated bank account on
the day of purchase, they may make additional attempts or cancel
the purchase.

MINIMUM INVESTMENTS. The following minimums apply, unless they are waived by the
Distributor.

To open an account $1,000.00*
For tax-sheltered retirement plans 250.00

To add to an account 250.00**
Through automatic investment plans 50.00

Minimum account balance 1,000.00*
For tax-sheltered retirement plans 250.00

* $100,000 for the Institutional U.S. Treasury Money Market Fund
** $5,000 for the Institutional U.S. Treasury Money Market Fund

HOW TO SELL SHARES

On any business day, you may redeem all or a portion of your shares. If the
shares being redeemed were purchased by check, telephone or through an automatic
investment program, the Funds may delay the mailing of your redemption check for
up to 5 business days after purchase to allow the purchase to clear.

BY MAIL. To redeem all or part of your shares by mail, your request should be
sent in writing to one of the addresses listed on page 8 and must include the
following information:

[bullet] the name of the Fund(s),
[bullet] the account number(s),
[bullet] the amount of money or number of shares
being redeemed,
[bullet] the name(s) on the account,
[bullet] the signature(s) of all registered account owners, and
[bullet] your daytime telephone number.

Signature requirements vary based on the type of account you have:

[bullet] INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON: Written
instructions must be signed by each shareholder, exactly as
the names appear in the account registration.

[bullet] UGMA or UTMA: Written instructions must be signed by the
custodian in his/her capacity as it appears in the
account registration.

PROSPECTUS

12
<PAGE>
================================================================================
[bullet] SOLE PROPRIETOR, GENERAL PARTNER: Written instructions must be
signed by an authorized individual in his/her capacity as it
appears in the account registration.

[bullet] CORPORATION, ASSOCIATION: Written instructions must be signed by
the person(s) authorized to act on the account. In addition,
a certified copy of the corporate resolution, authorizing the
signer to act, must accompany the request.

[bullet] TRUST: Written instructions must be signed by the trustee(s).
If the name of the current trustee(s) does not appear in the
account registration, a certificate of incumbency dated within
60 days must also be submitted.

[bullet] RETIREMENT: Written instructions must be signed by the account
owner. Call 1-800-BKB-1784 for more information.

PAYMENT OF REDEMPTION PROCEEDS. Payments may be made by check or wire transfer.

BY CHECK Redemption proceeds will be sent to the shareholder(s) of record at the
address of record within seven days after receipt of a valid redemption
request.

BY WIRE If you are authorized for the wire redemption service, your redemption
proceeds will be wired directly into your designated bank account
normally on the business day of receipt of your redemption request.
There is no limitation on redemptions by wire; however, there is a $12
fee for each wire and your bank may charge an additional fee to receive
the wire. If you would like to establish this option on an existing
account, please call 1-800-BKB-1784 to sign up for this service. Wire
redemptions are not available for retirement accounts.

SIGNATURE GUARANTEES. In addition to the signature requirements, a signature
guarantee is required in any of the following circumstances:

[bullet] You would like the check made payable to anyone other
than the shareholder(s) of record.

[bullet] You would like the check mailed to an address other than the
address of record.

At the Funds' discretion signature guarantees may also be required for other
redemptions. A signature guarantee assures that a signature is genuine and
protects shareholders from unauthorized account transfers. Banks, savings and
loan associations, trust companies, credit unions, broker-dealers and member
firms of a national securities exchange may guarantee signatures. Call your
financial institution to see if it has this capability.

PROSPECTUS

13
<PAGE>
SHAREHOLDER SERVICES (CONTINUED)
================================================================================

SHAREHOLDER SERVICES AND POLICIES

EXCHANGES. On any business day you may exchange all or a portion of your shares
into any other available Fund or any other fund in the Boston 1784 Funds family.
To make exchanges, please follow the procedures for redemptions. Exchanges are
processed at the net asset value next calculated after an exchange request in
good order is received and approved. Please read the prospectus for the Fund
into which you are exchanging. The Funds reserve the right to reject any
exchange request or to modify or terminate the exchange privilege at any time.
An exchange is the sale of shares of one Fund and purchase of shares of another,
and could result in taxable gain or loss in a non-tax-sheltered account.

SHARE CERTIFICATES. Share certificates are not issued.

REGISTRATION CHANGES. To change the name on an account, the shares are generally
transferred to a new account. In some cases, legal documentation may be
required. For more information, call 1-800-BKB-1784. If your shares are held of
record by a financial institution, contact that financial institution for
ownership changes.

PROSPECTUS

14
<PAGE>
================================================================================
Statements and reports. The Funds will send you a confirmation statement after
every transaction that affects your account balance or your account
registration. If you are enrolled in an automatic investment program and invest
on a monthly basis, you will receive quarterly confirmations. Information
regarding the tax status of income dividends and capital gains distributions
will be mailed to shareholders early each year. Financial reports for the Funds,
which include a list of the Funds' portfolio holdings, will be mailed
semiannually to all shareholders.

CHECKWRITING. Checkwriting privileges are available to certain shareholders for
the Boston 1784 Tax-Free Money Market Fund, Boston 1784 U.S. Treasury Money
Market Fund, Boston 1784 Prime Money Market Fund and Boston 1784 Short-Term
Income Fund. Call 1-800-BKB-1784 for more information. Youmay not use a check to
close your account.

PROSPECTUS

15
<PAGE>
TAXES
================================================================================
This discussion of taxes is for general information only. Investors should
consult their own tax advisers about their particular situations.

Generally, distributions from a Fund's net investment income and short-term
capital gains will be taxed as ordinary income. A portion of certain Funds'
distributions from net investment income may be eligible for the dividends
received deduction available to corporations. Distributions of long-term net
capital gains will be taxed as such regardless of how long the shares of a Fund
have been held.

Interest on loans to purchase or carry shares of the Tax-Free Money Market Fund
will not be deductible for federal income tax purposes. Exempt-interest
dividends may be subject to alternative minimum tax.

Foreign shareholders may be subject to withholding taxes.

PROSPECTUS

16
<PAGE>
GENERAL INFORMATION
================================================================================
NET ASSET VALUE.
Net asset value per share for each Fund other thanthe Institutional U.S.
Treasury Money Market Fund is calculated each business day at 12 noon Eastern
time. Net asset value per share for the Institutional U.S. Treasury Money Market
Fund is calculated each business day at 3 p.m. Eastern time.

Each Fund is a diversified mutual fund. Under the 1940 Act, a diversified mutual
fund must manage at least 75% of its total assets so that no more than 5% of
those assets are invested in any one company at the time of investment.

VOTING AND OTHER RIGHTS.
Boston 1784 Funds may issue an unlimited number of shares, may create new series
of shares and may divide shares in each series into classes. Each share of each
Fund gives the shareholder one vote in Trustee elections and other matters
submitted to shareholders for vote. All shares of each series of Boston 1784
Funds have equal voting rights except that, in matters affecting only a
particular Fund or class, only shares of that particular Fund or class are
entitled to vote.

PROSPECTUS

17
<PAGE>
GENERAL INFORMATION (CONTINUED)
================================================================================
PERFORMANCE INFORMATION.
Fund performance may be quoted in advertising, shareholder reports and other
communications in terms of yield, effective yield and total rate of return. All
performance information is historical and is not intended to indicate future
performance. Yields and total rates of return fluctuate in response to market
conditions and other factors, and the value of a Fund's shares when redeemed may
be more or less than their original cost.

Each Fund may provide annualized "yield" and "effective yield" quotations. The
"yield" of a Fund refers to the income generated by an investment in the Fund
over a 7-day or 30-day or one-month period (which period is stated in any such
advertisement or communication). This income is then annualized; that is, the
amount of income generated by the investment over that period is assumed to be
generated each week or month over a one-year period and is shown as a percentage
of the maximum public offering price on the last day of that period. The
"effective yield" is calculated similarly, but when annualized the income earned
by the investment during that 7-day, 30-day or one-month period is assumed to be
reinvested. The effective yield is slightly higher than the yield because of the
compounding effect of this assumed reinvestment. A "yield" quotation, unlike a
total rate of return quotation, does not reflect changes in net asset value.

The Tax-Free Money Market Fund may also advertise a "tax-equivalent yield." The
"tax-equivalent yield" is calculated by determining the yield that would have to
be achieved on a fully taxable investment to produce the after-tax equivalent of
the Fund's yield, assuming certain tax brackets for a shareholder.

A Fund's performance may from time to time be compared to that of other mutual
funds tracked by mutual fund rating services, to that of broad groups of
comparable mutual funds or to that of unmanaged indices which may assume
investment of dividends but generally do not reflect deductions for
administrative and management costs. Certain Funds may advertise performance
that includes results from periods in which the Funds' assets were managed in a
non-registered predecessor vehicle.

EXPENSES.
In addition to amounts payable to its service providers, each Fund is
responsible for its own expenses, including, among other things, the costs of
securities transactions, the compensation of Trustees that are not affiliated
with BankBoston or the Administrator, government fees, taxes, accounting and
legal fees, expenses of communicating with shareholders, interest expense and
insurance premiums.

PROSPECTUS

18
<PAGE>

The following table shows each Fund's expenses for the fiscal year ended May 31,
1997, expressed as a percentage of average net assets.

Expenses
- --------------------------------------------------------------------------------

[To be added by amendment.]

U.S. Treasury Money Market Fund .__%
Prime Money Market Fund .__
Tax-Free Money Market Fund .__
Institutional U.S. Treasury Money Market Fund .__

The Statement of Additional Information dated the date of this Prospectus
contains more detailed information about the Funds, including information
relating to (i) investment policies and restrictions, (ii) the Trustees,
officers and investment advisers, (iii) securities transactions, (iv) the Funds'
shares, including rights and liabilities of shareholders, (v) the method used to
calculate performance information and (vi) the determination of net asset value.

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<PAGE>

APPENDIX A -- TAXABLE EQUIVALENT YIELDS
================================================================================
This table shows the yield investors need to achieve from a taxable investment
to equal the yield from a tax-exempt investment. These tables do not predict the
yield of any Fund. They are accurate as of __________, 1997.

FEDERAL
Equivalent yields: Tax-exempt versus taxable securities

1997
Taxable Income Federal
- ------------------------------- Marginal
Single Joint Rate 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0%
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0-24,000 $0-40,100 15.00% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65% 8.24% 8.82% 9.41%
24,001-58,150 40,101-96,900 28.00% 5.56% 6.25% 6.94% 7.64% 8.33% 9.03% 9.72% 10.42% 11.11%
58,151-121,300 96,901-147,700 31.00% 5.80% 6.52% 7.25% 7.97% 8.70% 9.42% 10.14% 10.87% 11.59%
121,301-263,750 147,701-263,750 36.00% 6.25% 7.03% 7.81% 8.59% 9.38% 10.16% 10.94% 11.72% 12.50%
over 263,750 over 263,750 39.60% 6.62% 7.45% 8.28% 9.11% 9.93% 10.76% 11.59% 12.42% 13.25%

</TABLE>

PROSPECTUS

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<PAGE>
APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES
================================================================================

U.S. TREASURY OBLIGATIONS.
U.S. Treasury obligations include bills, notes and bonds issued by the U.S.
Treasury and separately traded interest and principal component parts of such
obligations that are transferable through the Federal book-entry system known as
Separately Traded Registered Interest and Principal Securities (STRIPS). STRIPS
are sold as zero coupon securities. These securities are usually structured with
two classes that receive different portions of the interest and principal
payments from the underlying obligation. The yield to maturity on the
interest-only class is extremely sensitive to the rate of principal payments on
the underlying obligation. The market value of the principal-only class
generally is unusually volatile in response to changes in interest rates. See
"Zero Coupon Securities" for more information. Each Fund limits its investments
in STRIPS to 20% of its total assets.

U.S. GOVERNMENT AGENCIES.
Certain Federal agencies such as the Government National Mortgage Association
(GNMA) have been established as instrumentalities of the U.S. government to
supervise and finance certain types of activities. Issues of these agencies,
while not direct obligations of the U.S. government, are either backed by the
full faith and credit of the United States (e.g., GNMA) or supported by the
issuing agencies' right to borrow from the Treasury. The issues of other
agencies are supported only by the credit of the instrumentality (e.g., Federal
National Mortgage Association).

RECEIPTS.
Receipts are interests in separately traded interest and principal component
parts of U.S. Treasury obligations that are issued by banks and brokerage firms
and are created by depositing U.S. Treasury obligations into a special account
at a custodian bank. The custodian holds the interest and principal payments for
the benefit of the registered owners of the certificates or receipts. Receipts
include Treasury Receipts (TRs), Treasury Investment Growth Receipts (TIGRs) and
Certificates of Accrual on Treasury Securities (CATS). TRs, TIGRs, and CATS are
sold as zero coupon securities.

ZERO COUPON SECURITIES.
A zero coupon security pays no interest or principal to its holder during its
life. A zero coupon security is sold at a discount, frequently substantial, and
redeemed at face value at its maturity date. The market prices of zero coupon
securities are generally more volatile than the market prices of securities of
similar maturity that pay interest periodically, and zero coupon securities are
likely to react more to interest rate changes than non-zero coupon securities
with similar maturity and credit qualities.

BANK OBLIGATIONS.
Bank obligations include certificates of deposit, time deposits (including
Eurodollar time deposits) and bankers' acceptances and other short-term debt
obligations issued by domestic banks, foreign subsidiaries or foreign branches
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations and other banking institutions. The Funds have
established certain minimum credit quality standards for bank obligations in
which they invest.

BANKERS' ACCEPTANCES.
A banker's acceptance is a bill of exchange or time draft drawn on and accepted
by a commercial bank. It is used by corporations to finance the shipment
and storage of goods and to furnish dollar exchange. Maturities are generally
six months or less.

(CONTINUED)

PROSPECTUS

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<PAGE>
APPENDIX B (CONTINUED)
================================================================================
CERTIFICATES OF DEPOSIT.
A certificate of deposit is a negotiable interest-bearing instrument with a
specific maturity. Certificates of deposit are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity.

TIME DEPOSITS.
A time deposit is a non-negotiable receipt issued by a bank in exchange for the
deposit of funds. Like a certificate of deposit, it earns a specified rate of
interest over a definite period of time; however, it cannot be traded in the
secondary market. Time deposits with a withdrawal penalty are considered to be
illiquid securities.

COMMERCIAL PAPER.
Commercial paper is the term used to designate unsecured short-term promissory
notes issued by corporations and other entities. Maturities on these issues vary
from one to 270 days.

MONEY MARKET FUNDS.
A money market fund is a mutual fund that limits its investments to high quality
money market instruments with a weighted average maturity of 90 days or less.
Consistent with applicable regulations the Funds may not invest more than
certain percentages of their assets in other mutual funds. Investing in other
mutual funds causes shareholders to bear not only Fund expenses, but also
expenses of the underlying mutual funds.

VARIABLE AND FLOATING RATE INSTRUMENTS.
Certain obligations may carry variable or floating rates of interest and may
involve a conditional or unconditional demand feature permitting the holder to
demand payment of principal at any time or at specified intervals. These
obligations may include variable amount master demand notes. Such instruments
bear interest at rates which are not fixed, but which vary with changes in
specified market rates or indices, such as a Federal Reserve composite index.
A demand instrument with a demand notice period exceeding seven days may be
considered illiquid if there is no secondary market for such security. The
interest rate on these securities may be reset daily, weekly, quarterly, or some
other reset period and may have a floor or ceiling on interest rate charges.
There is a risk that the current interest rate on such obligations may not
accurately reflect existing market interest rates.

REPURCHASE AGREEMENTS.
A repurchase agreement is an agreement where a person buys a security and
simultaneously commits to sell the security to the seller at an agreed upon
price (including principal and interest) on an agreed upon date within a number
of days from the date of purchase. A Fund bears a risk of loss in the event the
other party defaults on its obligations and the Fund is delayed or prevented
from its right to dispose of the collateral securities or if the Fund realizes a
loss on the sale of the collateral securities. Pursuant to an exemptive order
from the SEC, the Funds may enter into repurchase agreements on a pooled basis.

REVERSE REPURCHASE AGREEMENTS.
Reverse repurchase agreements involve the sale of securities held by a Fund and
the agreement by the Fund to repurchase the securities at an agreed-upon price,
date and interest payment. When a Fund enters into reverse repurchase
transactions, securities of a dollar amount equal in value to the securities
subject to the agreement will be maintained in a segregated account with the
Fund's custodian. The segregation of assets could impair the Fund's ability to
meet its

PROSPECTUS

22
<PAGE>
================================================================================
current obligations or impede investment management if a large portion of the
Fund's assets are involved. Reverse repurchase agreements are considered to be a
form of borrowing.

FORWARD COMMITMENTS OR PURCHASES
ON A WHEN-ISSUED BASIS.
Forward commitments or purchases of securities on a when-issued basis are
transactions where the price of the securities is fixed at the time of
commitment and the delivery and payment ordinarily takes place beyond customary
settlement time. The interest rate realized on these securities is fixed as of
the purchase date and no interest accrues to the buyer before settlement. The
securities are subject to market fluctuation due to changes in market interest
rates; the securities are also subject to fluctuation in value pending
settlement based upon public perception of the creditworthiness of the issuer of
these securities. Each Fund may invest up to 25% of its assets in forward
commitments or commitments to purchase securities on a when-issued basis.

MUNICIPAL SECURITIES.
Municipal securities include debt obligations issued by or on behalf of public
authorities to obtain funds to be used for various public facilities, for
refunding outstanding obligations and for general operating expenses. Municipal
securities also include debt obligations issued to obtain funds for lending to
other public institutions and facilities, and certain private activity and
industrial development bonds issued by or on behalf of public authorities to
obtain funds to provide for the construction, equipment, repair or improvement
of privately operated facilities. Municipal notes include general obligation
notes, tax anticipation notes, revenue anticipation notes, bond anticipation
notes, certificates ofindebtedness, demand notes and construction loan notes.
Municipal bonds include general obligation bonds, revenue or special obligation
bonds, private activity and industrial development bonds. General obligation
bonds are backed by the taxing power of the issuing municipality. Revenue bonds
are backed by the revenues of a project or facility. The payment of principal
and interest on private activity and industrial development bonds generally 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 financed with
the proceeds of these bonds as security for such payment.

STANDBY COMMITMENTS.
A security purchased subject to a standby commitment may be sold at a fixed
price prior to maturity and may be sold at any time at market rates. A premium
may be paid for a standby commitment and will have the effect of reducing the
yield otherwise payable on the underlying security. There is no limit to the
percentage of Fund securities that any Fund may purchase subject to a standby
commitment but

PROSPECTUS

23
<PAGE>
APPENDIX B (CONTINUED)
================================================================================
the amount paid directly or indirectly for a standby commitment held by any Fund
will not exceed 1/2 of 1% of the value of the total assets of the Fund.

SECURITIES LENDING.
Consistent with applicable regulatory requirements and in order to generate
additional income, each Fund may lend securities to broker-dealers and other
institutional borrowers. Loans must be callable at any time and continuously
secured by collateral (cash or U.S. government securities) in an amount not less
than the market value, determined daily, of the securities loaned. It is
intended that the value of securities loaned by a Fund would not exceed 331/3%
of the Fund's total assets. In the event of the bankruptcy of the other party to
securities loan, a Fund could experience delays in recovering either the
securities lent or cash. To the that, in the meantime, the value of the
securities lent has increased or the value of the securities purchased has
decreased, the Fund could experience a loss. The voting rights of such
securities may pass to the borrower; however, the lending Fund will seek to call
loans, to vote proxies, or otherwise to obtain rights to vote or consent if a
material event affecting the investment is to occur.

RESTRICTED OR ILLIQUID SECURITIES.
Securities that may not be sold freely to the public absent registration or
securities for which there is no readily available market are referred to as
restricted or illiquid securities, respectively. Each Fund may invest up to 10%
of its net assets in illiquid securities, including restricted securities that
are illiquid. The absence of a trading market can make it difficult to ascertain
a market value for these investments. Disposing of illiquid securities may
involve time-consuming negotiation and legal expense, and it may be difficult or
impossible for a Fund to sell them promptly at an acceptable price.

PROSPECTUS

24
<PAGE>
NOTES

PROSPECTUS

25
<PAGE>
NOTES

PROSPECTUS

26
<PAGE>

Prospectus
Boston 1784 Funds [REGISTERED MARK]
[logo]

This Prospectus describes the Boston 1784 Large Cap Equity Fund, a no-load
mutual fund advised by BankBoston.

REMEMBER THAT SHARES OF THE FUND
[BULLET] ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, BANKBOSTON OR ANY OF ITS AFFILIATES
[BULLET] ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY

[BULLET] INVOLVE INVESTMENT RISKS, INCLUDING THE LOSS OF THE PRINCIPAL
AMOUNT INVESTED

Please read this Prospectus before investing, and keep it on file for
future reference. It contains important information, including how the Fund
invests and services available to shareholders.

To learn more about the Fund and its investments, you can obtain a copy
of the Fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information dated October 1, 1997. The
Statement of Additional Information has been filed with the Securities and
Exchange Commission and is incorporated into this Prospectus by reference. For a
free copy of either document call 1-800-BKB-1784.

October 1, 1997

<PAGE>

-2-

CONTENTS

Fund Summary.............................................................3
Expenses ................................................................3
Investment Information...................................................4
Investment objectives and principal investment policies.........4
Additional investment policies..................................4
Risk considerations.............................................5
Dividends and Distributions..............................................7
Management...............................................................7
Shareholder Services.....................................................9
How to reach the Fund...........................................9
Types of accounts...............................................9
How to open an account.........................................10
How to purchase shares.........................................10
How to sell shares.............................................12
Shareholder services and policies..............................13
Taxes...................................................................15
General Information.....................................................15
Net asset value................................................15
Organization...................................................15
Voting and other rights........................................16
Performance information........................................16
Expenses.......................................................17
Counsel and independent auditors...............................17
Appendix A - Permitted Investments and Investment Practices.............18

<PAGE>

-3-

FUND SUMMARY

This section summarizes the Fund's investment objectives and who may
want to invest. See the rest of this Prospectus for more information, including
risk considerations. As with any mutual fund, there can be no assurance that the
Fund will achieve its investment objectives. The Fund, by itself, is not
intended to be a complete investment program.

BOSTON 1784 LARGE CAP EQUITY FUND

OBJECTIVES: income and capital appreciation.

WHO MAY WANT TO INVEST

The Fund is designed for long-term investors who can tolerate changes
in the value of their investments. The Fund may be appropriate for those who
seek both income and growth from equity investments. While this Fund invests
primarily in U.S. securities, it may invest a portion of its assets in non-U.S.
securities. Non-U.S. securities involve risks in addition to those of U.S.
investments.

EXPENSES

These tables show shareholder transaction expenses and estimated annual
operating expenses for the Fund, and are intended to assist investors in
understanding the various costs and expenses that shareholders in the Fund will
bear, either directly or indirectly. For more information, see "Management" on
page 7 and "General Information - Expenses" on page 17.

SHAREHOLDER TRANSACTION EXPENSES

Maximum sales load imposed on None
purchases and reinvested dividends
Deferred sales charges imposed on None
redemptions
Redemption fee* None
Exchange fee None

*There is a $12 service fee if the Fund wires redemption proceeds to your bank
account.

ANNUAL OPERATING EXPENSES (after fee waivers and reimbursements)(1)
(expressed as a percentage of average net assets)
Total
12b-1 Other Operating
Advisory Fee Fee(2)(3) Expenses(2) Expenses(2)

Large Cap Equity Fund .74% None .20% .94%

1 Year 3 Years
Large Cap Equity Fund $10 $30

<PAGE>
-4-

(1)Because the Fund is newly organized, the information in the expense
table and the example is estimated for the current fiscal year and reflects
voluntary fee waivers and/or reimbursements. The assumption in the example of a
5% annual return is required by the Securities and Exchange Commission for all
mutual funds, and is not a prediction of the Fund's future performance. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF
THE FUND. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

(2)Without fee waivers and reimbursements, 12b-1 fees would be 0.25%;
and other expenses and total operating expenses would be .76% and 1.75%.

(3)12b-1 fees are asset-based sales charges. Without waiver of this
fee, after a substantial period of time annual payment of the fee may total more
than the maximum sales charge that would have been permissible if imposed
entirely as an initial sales charge.

INVESTMENT INFORMATION

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT POLICIES

This section describes the Fund's investment objectives and principal
investment policies. Additional investment policies and risk considerations are
described in the next sections. The Fund's investment objectives are
fundamental, meaning that they cannot be changed without the approval of
shareholders of the Fund. Of course, there can be no assurance that the Fund
will achieve its investment objectives.

The investment objectives of the BOSTON 1784 LARGE CAP EQUITY FUND are
income and capital appreciation.

The Fund invests primarily in equity securities of U.S. and non-U.S.
issuers that have large market capitalizations. Under normal circumstances at
least 65% of the Fund's total assets is invested in these securities. Large
market capitalization companies are those with market capitalizations of $3
billion or more at the time of the Fund's investment. The average market
capitalization of companies whose securities are held by the Fund, on a
dollar-weighted basis, is expected to exceed $5 billion. Equity securities
include common and preferred stocks, securities convertible into common or
preferred stock, partnership interests, warrants and depositary receipts. The
Fund emphasizes securities of issuers that the Adviser believes pay high
dividends or offer high rates of return.

The Fund may also invest in non-convertible debt securities and money
market instruments. Under normal circumstances not more than 35% of the Fund's
total assets is invested in these securities.

ADDITIONAL INVESTMENT POLICIES

This section describes additional investment policies of the Fund. See
"Risk Considerations" for more information.

NON-U.S. SECURITIES. The Fund may invest not more than 20% of its
assets in non-U.S. securities, including American, European, Continental and
Global Depositary Receipts. These investments may include investments in
securities of issuers in developing countries. Investing in non-U.S. securities
involves risks in addition to those of investing in U.S. securities. These risks
are heightened for investments in securities of issuers in developing countries.
See "Risk Considerations."

<PAGE>
-5-

TEMPORARY INVESTMENTS. During periods of unusual economic or market
conditions or for temporary defensive purposes or liquidity, the Fund may invest
without limit in cash and in U.S. dollar-denominated high quality money market
and short-term instruments. These investments may result in a lower yield than
would be available from investments with a lower quality or longer term.

OTHER PERMITTED INVESTMENTS. For more information regarding the Fund's
permitted investments and investment practices, see Appendix A. The Fund will
not necessarily invest or engage in each of the investments and investment
practices in Appendix A but reserves the right to do so.

OTHER INVESTMENT COMPANIES. The Fund may invest substantially all of
its assets in a mutual fund having the same investment objectives and policies
as the Fund. This structure is known as a master/feeder investment structure.
Shareholders will be given at least 30 days' notice before the Fund converts to
this structure.

INVESTMENT RESTRICTIONS. The Statement of Additional Information
contains a list of specific investment restrictions which govern the investment
policies of the Fund, including a limitation that the Fund may borrow money from
banks in an amount not to exceed 331/3% of the Fund's total assets for
extraordinary or emergency purposes (E.G., to meet redemption requests).
Shareholder approval is required to change the Fund's investment objectives.
Generally, the Fund's investment policies may be changed without shareholder
approval. If a percentage or rating restriction (other than a restriction as to
borrowing) is adhered to at the time an investment is made, a later change in
percentage or rating resulting from changes in the Fund's securities will not be
a violation of policy.

PORTFOLIO TURNOVER. Securities of the Fund will be sold whenever the
Adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held. The amount of brokerage commissions and realization of taxable
capital gains will tend to increase as the level of portfolio activity
increases. The annual turnover rate for the Fund is not expected to exceed 100%.

BROKERAGE TRANSACTIONS. The primary consideration in placing the Fund's
securities transactions with broker-dealers for execution is to obtain and
maintain the availability of execution at the most favorable prices and in the
most effective manner possible. The Fund may execute brokerage or other agency
transactions through the investment adviser or distributor of the Fund. The
adviser or distributor will be paid for these transactions.

RISK CONSIDERATIONS

The risks of investing in the Fund vary depending upon the nature of
the securities held, and the investment practices employed, on its behalf.
Certain of these risks are described in this section.

CHANGES IN NET ASSET VALUE. The Fund's net asset value will fluctuate
based on changes in the values of its underlying portfolio securities. This
means that an investor's shares may be worth more or less at redemption than at
the time of purchase. Equity securities fluctuate in response to general market
and economic conditions and other factors, including actual and anticipated
earnings, changes in management, political developments and the potential for
takeovers and acquisitions. The value of

<PAGE>

-6-

debt securities generally goes down when interest rates go up, and up when
interest rates go down. Changes in interest rates will generally cause larger
changes in the prices of longer-term securities than in the prices of
shorter-term securities. Prices of debt securities also fluctuate based on
changes in the actual and perceived creditworthiness of issuers. The prices of
lower rated securities often fluctuate more than those of higher rated
securities.

CREDIT RISK OF DEBT SECURITIES. It is possible that some issuers will
not make payments on debt securities held by the Fund. Investors should be aware
that securities offering above-average yields may involve above-average risks.
Securities rated in the lowest categories of investment grade (that is, BBB or
Baa by Standard & Poor's or Moody's) and equivalent securities may have
speculative characteristics. In adverse economic or other circumstances, issuers
of these securities are more likely to have difficulty making principal and
interest payments than issuers of higher grade obligations.

NON-U.S. SECURITIES. Investments in non-U.S. securities involve risks
relating to political, social and economic developments abroad, as well as risks
resulting from the differences between the regulations to which U.S. and
non-U.S. issuers and markets are subject. These risks may include expropriation,
confiscatory taxation, withholding taxes on dividends and interest, limitations
on the use or transfer of portfolio assets and political or social instability.
Enforcing legal rights may be difficult, costly and slow in non-U.S. countries,
and there may be special problems enforcing claims against non-U.S. governments.
In addition, non-U.S. companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be less
public information about their operations. Non-U.S. markets may be less liquid
and more volatile than U.S. markets, and may offer less protection to investors
such as the Fund. Prices at which the Fund may acquire securities may be
affected by trading by persons with material non-public information and by
securities transactions by brokers in anticipation of transactions by the Fund.

Because non-U.S. securities often trade in currencies other than the
U.S. dollar, changes in currency exchange rates will affect the Fund's net asset
value, the value of dividends and interest earned and gains and losses realized
on the sale of securities. In addition, some non-U.S. currency values may be
volatile and there is the possibility of governmental controls on currency
exchanges or governmental intervention in currency markets.

Equity securities traded in certain foreign countries may trade at
price-earnings multiples higher than those of comparable companies trading on
securities markets in the United States. These multiples may not be sustainable.
Rapid increases in money supply in certain counties may result in speculative
investment in equity securities which may contribute to volatility of trading
markets.

The costs attributable to non-U.S. investing, such as the costs of
maintaining custody of securities in non-U.S. countries, frequently are higher
than those involved in U.S. investing. As a result, the operating expense ratio
of the Fund may be higher than that of investment companies investing
exclusively in U.S. securities.

The Fund may invest in issuers located in developing countries, such as
the Philippines, Malaysia, Indonesia, Thailand, South Korea, India, Poland,
Hungary, Brazil, Peru and Russia. Developing countries are generally defined as
countries in the initial stages of their industrialization cycles with low per
capita income. All of the risks

<PAGE>

-7-

of investing in non-U.S. securities are heightened by investing in developing
countries. Historical experience indicates that the markets of developing
countries have been more volatile than the markets of developed countries with
more mature economies; the markets of developing countries often have provided
higher rates of return, and greater risks, to investors.

INVESTMENT PRACTICES. Certain of the investment practices employed for
the Fund may entail certain risks. These risks are in addition to the risks
described above and are described in Appendix A.

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the Fund's net income from dividends and interest
is paid to its shareholders of record quarterly on or about the last day of
MARCH, JUNE, SEPTEMBER and DECEMBER.

The Fund's net realized short-term and long-term capital gains, if any,
will be distributed to the Fund's shareholders at least annually, in December.
The Fund may also make additional distributions to its shareholders to the
extent necessary to avoid the application of the 4% non-deductible excise tax on
certain undistributed income and net capital gains of mutual funds.

Distributions are paid in additional shares issued at net asset value
unless the shareholder elects to receive payment in cash.

MANAGEMENT

TRUSTEES AND OFFICERS. The Fund is supervised by the Board of Trustees
of Boston 1784 Funds. More information on the Trustees and Fund officers may be
found under "Management" in the Statement of Additional Information.

INVESTMENT ADVISER. BankBoston is the investment adviser of the Fund,
and subject to policies set by the Trustees, makes investment decisions.
BankBoston is the successor to a bank chartered in 1784 and offers a wide range
of banking and investment services to customers throughout the world. BankBoston
has been providing asset management services since 1890. The Private Bank
Division of BankBoston is the investment management group within BankBoston that
advises the Fund. As of December 31, 1996, the Private Bank was responsible for
the investment management of approximately $20 billion of individual,
institutional, endowment and corporate assets, including $6 billion in assets of
the funds in Boston 1784 Funds, in money market, equity, and fixed income
securities. The Private Bank has earned national recognition and respect as
investment managers. BankBoston is a wholly-owned subsidiary of BankBoston
Corporation; its legal name is BankBoston, N.A. and its address is 100 Federal
Street, Boston, Massachusetts 02110. Prior to April 24, 1997, BankBoston's legal
name was The First National Bank of Boston.

The following individual at BankBoston is responsible for the daily
management of the Fund: WILLIAM W. JENNINGS, Senior Fund Manager, is manager of
the Fund as of its commencement of operations. Mr. Jennings, who has more than
20 years of experience in investment management, has been a Fund Manager and
Investment Counsellor at BankBoston's affiliate, Rhode Island Hospital Trust
National Bank, since 1981. He has been managing equity funds for BankBoston and
its affiliates since 1987.

<PAGE>
-8-

ADVISORY FEES. BankBoston is entitled to receive investment advisory
fees, which are accrued daily and payable monthly, of 0.74% of the Fund's
average daily net assets.

BankBoston has agreed to waive its investment advisory fees to the
extent necessary to limit the total operating expenses of the Fund to a
specified level. BankBoston also may contribute to the Fund from time to time to
help it maintain a competitive expense ratio. These arrangements are voluntary
and may be terminated at any time.

BANKING RELATIONSHIPS. BankBoston and its affiliates may have banking
relationships with the issuers of securities purchased for the Fund. These
relationships may include outstanding loans to issuers which may be repaid in
whole or in part with the proceeds of securities purchased for the Fund.
BankBoston has informed the Fund that in making its investment decisions, it
does not obtain or use material inside information in the possession of any
division or department of BankBoston or any of its affiliates.

BANK REGULARTORY MATTERS. The Glass-Steagall Act prohibits certain
financial institutions, such as BankBoston, from underwriting securities of
open-end investment companies, such as the Fund. BankBoston believes that its
investment advisory services are not underwriting and are consistent with the
Glass-Steagall Act and other relevant federal and state laws. State laws on this
issue may differ from applicable federal law, and banks and financial
institutions may be required to register as dealers pursuant to state securities
laws. Changes in either federal or state statutes or regulations, or in their
interpretations, could prevent BankBoston from continuing to perform these
services. If that were to happen, the Fund would seek alternative means for
obtaining these services.

ADMINISTRATOR. SEI Fund Resources provides administrative and fund
accounting services to the Fund, including regulatory reporting, office
facilities and equipment and personnel. SEI also provides fund accounting
services and calculates the Fund's net asset value. For these services SEI
receives a fee, which is calculated daily and paid monthly, at an annual rate of
0.085% of the first $5 billion of the combined average daily net assets of the
Fund and the other funds in Boston 1784 Funds, and 0.035% of combined average
daily net assets in excess of $5 billion. SEI has agreed to waive portions of
its fee from time to time. SEI may retain sub-administrators, including
BankBoston, whose fees would be paid by SEI.

SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT. BankBoston is the
Fund's shareholder servicing agent. Boston Financial Data Services, 2 Heritage
Drive, North Quincy, Massachusetts 02171, is the Fund's dividend disbursing
agent. State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, is the transfer agent.

DISTRIBUTION ARRANGEMENTS. SEI Investments Distribution Co. (formerly
known as SEI Financial Services Company), 1 Freedom Valley Road, Oaks,
Pennsylvania 19456, is the distributor of shares of the Fund. Under a
Distribution Plan which has been adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Fund may pay monthly fees at an annual rate
of up to 0.25% of the Fund's average daily net assets. These fees may be used by
the Distributor to compensate itself for its services or for advertising,
marketing or other promotional activities. The Distribution Plan and related
Distribution Agreement obligate the Fund to pay fees to the Distributor as
compensation for its services, not as reimbursement for specific

<PAGE>

-9-

expenses incurred. The Distributor has agreed to waive its fee. This waiver is
voluntary and may be terminated at any time.

From time to time the Distributor may provide incentive compensation to
its own employees and employees of banks (including BankBoston), broker-dealers
and investment counselors in connection with the sale of shares of the Fund.
Promotional incentives may be cash or other compensation, including merchandise,
airline vouchers, trips and vacation packages, will be offered uniformly to all
program participants and will be based upon the amount of shares of the Fund
sold by the participant.

CUSTODIAN. BankBoston is the Fund's custodian. Fund securities may be
held by a sub-custodian bank approved by the Trustees.

SHAREHOLDER SERVICES

This section describes how to do business with the Fund and shareholder
services that are available.

HOW TO REACH THE FUND

By telephone 1-800-BKB-1784
Call for account or Fund information Monday through
Friday 8:00 a.m. to 8 p.m. or Saturday and Sunday
9:00 a.m. to 4:00 p.m. (Eastern time).

By regular mail Boston 1784 Funds
P.O. Box 8524
Boston, MA 02266-8524

By overnight courier Boston 1784 Funds
c/o Boston Financial Data Services
2 Heritage Drive
North Quincy, MA 02171

TYPES OF ACCOUNTS

If you are investing in the Fund for the first time, you will need to
establish an account. You may establish the following types of accounts by
completing the account application included with this Prospectus. If there is no
application accompanying this Prospectus, call 1-800-BKB-1784.

[BULLET] INDIVIDUAL OR JOINT OWNERSHIP. Individual accounts are owned by one
person. Joint accounts have two or more owners.

[BULLET] GIFT OR TRANSFER TO MINOR (UGMA OR UTMA). A UGMA (Uniform Gifts to
Minors Act) or UTMA (Uniform Transfers to Minors Act) account is a
custodial account managed for the benefit of a minor. To open a UGMA
or UTMA account, you must include the minor's social security number
on the application.

[BULLET] TRUST. A trust can open an account. The name of each trustee, the name
of the trust and the date of the trust agreement must be included on
the application.

<PAGE>
-10-

[BULLET] CORPORATIONS, PARTNERSHIPS AND OTHER LEGAL ENTITIES. Corporations,
partnerships and other legal entities may also open an account. The
application must be signed by a general partner of the partnership or
an authorized officer of the corporation or other legal entity.

[BULLET] RETIREMENT. If you are eligible, you may set up your account under a
tax-sheltered retirement plan, such as an Individual Retirement
Account. BankBoston offers a number of retirement plans through which
Fund shares may be purchased. Call 1-800-BKB-1784.

HOW TO OPEN AN ACCOUNT

Complete and sign the appropriate account application. Please be sure
to provide your social security or taxpayer identification number on the
application. Make your check payable to the Fund. Send all items to one of the
following addresses:

By regular mail Boston 1784 Funds
P.O. Box 8524
Boston, MA 02266-8524

By overnight courier Boston 1784 Funds
c/o Boston Financial Data Services
2 Heritage Drive
North Quincy, MA 02171

You may also purchase shares through certain financial institutions,
including BankBoston. These institutions may have their own procedures for
purchases and redemptions, and may charge fees. Contact your financial
institution for more information.

HOW TO PURCHASE SHARES

Shares of the Fund are sold on a continuous basis and may be purchased
from the Distributor or a broker-dealer or financial institution that has an
agreement with the Distributor. Purchases may be made Monday through Friday,
except on certain holidays.

The Fund's share price, called net asset value, is calculated every
business day. The Fund's shares are sold without a sales charge. Shares are
purchased at net asset value the next time it is calculated after your
investment is received and accepted by the Distributor. Net asset value is
normally calculated at 4 p.m. Eastern time.

NEW PURCHASES. If you are new to the Fund, complete and sign an account
application and mail it along with your check. To establish the telephone
purchase option on your new account, complete the "Telephone Purchase of Shares"
section on the application and attach a "voided" check or deposit slip from your
bank account.

If you are investing through a tax-sheltered retirement plan for the
first time, you will need a special application. Retirement investing also
involves its own investment procedures. Call 1-800-BKB-1784 for more
information.

ADDITIONAL PURCHASES. If you already have money invested in the Fund,
you can invest additional money in the Fund in the following ways:

<PAGE>

-11-

BY MAIL. Complete the remittance slip attached at the bottom
of your confirmation statement. If you are making a purchase into a
retirement account, please indicate whether the purchase is a rollover
or a current or prior year contribution. Send your check and remittance
slip or written instructions to one of the addresses listed previously.

BY TELEPHONE. This service allows you to purchase additional
shares quickly and conveniently through an electronic transfer of
money. When you make an additional purchase by telephone, the Fund will
automatically debit your predesignated bank account for the desired
amount. If you have not established the telephone purchase option, call
1-800-BKB-1784 to request the appropriate form.

BY WIRE. Purchases may also be made by wiring money from your
bank account to your Fund account. Call 1-800-BKB-1784 to receive
wiring instructions.

AUTOMATIC INVESTMENT PROGRAMS. Automatic investing is an easy
way to add to your account systematically. The Fund offers automatic
investment plans to help you achieve your financial goals as simply and
conveniently as possible. Minimum purchase amounts apply. Call
1-800-BKB-1784 for information.

PAYING FOR SHARES. Please note the following:

[BULLET] Purchases may be made by check, wire transfer and automated
clearing house transactions.

[BULLET] All purchases must be made in U.S. dollars.

[BULLET] Checks must be drawn on U.S. banks and must be payable to
the Fund.

[BULLET] Cash and credit card checks are not accepted.

[BULLET] If a check does not clear your bank, the Fund reserves the
right to cancel the purchase.

[BULLET] If the Fund is unable to debit your predesignated bank
account on the day of purchase, it may make additional
attempts or cancel the purchase.

If your purchase is canceled, you will be responsible for any losses or
fees imposed by your bank and losses that may be incurred as a result of any
decline in the value of the canceled purchase. The Fund has the authority to
redeem shares in your account(s) to cover any losses due to fluctuations in
share price. The Fund reserves the right to reject any specific purchase
request.

MINIMUM INVESTMENTS. The following minimums apply, unless they are
waived by the Distributor.

To open an account $1,000.00
For tax-sheltered retirement plans 250.00

To add to an account 250.00

<PAGE>
-12-

Through automatic
investment plans 50.00

Minimum account balance 1,000.00
For tax-sheltered retirement plans 250.00

HOW TO SELL SHARES

On any business day, you may redeem all or a portion of your shares. If
the shares being redeemed were purchased by check, telephone or through an
automatic investment program, the Fund may delay the mailing of your redemption
check for up to 5 days after purchase to allow the purchase to clear.

Your transaction will be processed at net asset value the next time it
is calculated after your redemption request in good order is received. A
redemption is treated as a sale for tax purposes, and could result in taxable
gain or loss in a non-tax-sheltered account.

BY MAIL. To redeem all or part of your shares by mail, your request
should be sent in writing to one of the addresses listed on page 9 and must
include the following information:

[BULLET] the name of the Fund,
[BULLET] the account number(s),
[BULLET] the amount of money or number of shares being redeemed,
[BULLET] the name(s) on the account,
[BULLET] the signature(s) of all registered account owners, and
[BULLET] your daytime telephone number.

Signature requirements vary based on the type of account you have:

[BULLET] INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON: Written
instructions must be signed by each shareholder, exactly as
the names appear in the account registration.
[BULLET] UGMA OR UTMA: Written instructions must be signed by the
custodian in his/her capacity as it appears in the account
registration.
[BULLET] SOLE PROPRIETOR, GENERAL PARTNER: Written instructions must
be signed by an authorized individual in his/her capacity as
it appears in the account registration.
[BULLET] CORPORATION, ASSOCIATION: Written instructions must be signed
by the person(s) authorized to act on the account. In
addition, a certified copy of the corporate resolution,
authorizing the signer to act, must accompany the request.
[BULLET] TRUST: Written instructions must be signed by the trustee(s).
If the name of the current trustee(s) does not appear in the
account registration, a certificate of incumbency dated within
60 days must also be submitted.
[BULLET] RETIREMENT: Written instructions must be signed by the
account owner. Call 1-800-BKB-1784 for more information.

BY TELEPHONE. If you selected this option on your account application,
you may make redemptions from your account by calling 1-800-BKB-1784 by 4:00
p.m. Eastern Time. The Fund at its option may require requests for redemptions
in excess of $25,000

<PAGE>

-13-

to be in writing with signatures guaranteed. You may not close your account
by telephone.

SYSTEMATIC WITHDRAWAL PLAN. Under this plan you may redeem a specific
dollar amount from your account on a regular basis. For more information or to
sign up for this service, please call 1-800-BKB-1784.

PAYMENT OF REDEMPTION PROCEEDS. Payments may be made by check or wire
transfer.

By Check Redemption proceeds will be sent to the shareholder(s)
of record at the address of record within seven days after
receipt of a valid redemption request.

By Wire If you are authorized for the wire redemption service, your
redemption proceeds will be wired directly into your
designated bank account normally on the next business day
after receipt of your redemption request. There is no
limitation on redemptions by wire; however, there is a $12
fee for each wire and your bank may charge an additional
fee to receive the wire. If you would like to establish
this option on an existing account, please call
1-800-BKB-1784.

SIGNATURE GUARANTEES. In addition to the signature requirements, a
signature guarantee is required in any of the following circumstances:

[BULLET] You would like the check made payable to anyone other
than the shareholder(s) of record.
[BULLET] You would like the check mailed to an address other than
the address of record.

At the Fund's discretion signature guarantees may also be required for
other redemptions. A signature guarantee assures that a signature is genuine and
protects shareholders from unauthorized account transfers. Banks, savings and
loan associations, trust companies, credit unions, broker-dealers and member
firms of a national securities exchange may guarantee signatures. Call your
financial institution to see if it has this capability.

SHAREHOLDER SERVICES AND POLICIES

EXCHANGES. On any business day you may exchange all or a portion of
your shares into any other available fund in Boston 1784 Funds. To make
exchanges, please follow the procedures for redemptions. Exchanges are processed
at the net asset value next calculated after an exchange request in good order
is received and approved. Please read the prospectus for the fund into which you
are exchanging. The Fund reserves the right to reject any exchange request or to
modify or terminate the exchange privilege at any time. An exchange is the sale
of shares of one fund and purchase of shares of another, and could result in
taxable gain or loss in a non-tax-sheltered account.

REDEMPTION PROCEEDS. The Fund intends to pay redemption proceeds in
cash, but reserves the right to pay in kind by delivery of investment securities
equal to the redemption price. In these cases, you might incur brokerage costs
in converting the securities to cash. The right of any shareholder to receive
payment of redemption proceeds may be suspended, or payment may be postponed, in
certain circumstances.

<PAGE>

-14-

These circumstances include any period the New York Stock Exchange is closed
(other than weekends or holidays) or trading on the Exchange is restricted, any
period when an emergency exists and any time the Securities and Exchange
Commission permits mutual funds to postpone payments for the protection of
investors.

TAXPAYER IDENTIFICATION NUMBER. On the account application or other
appropriate form, you will be asked to certify that your social security or
taxpayer identification number is correct and that you are not subject to backup
withholding for failing to report income to the IRS. If you are subject to the
31% backup withholding or you did not certify your taxpayer identification, the
IRS requires the Fund to withhold 31% of any dividends and redemption or
exchange proceeds.

SHARES CERTIFICATES. Share certificates are not issued.

INVOLUNTARY REDEMPTIONS. If your account balance falls below the
minimum required investment as a result of a redemption or exchange, you will be
given 60 days to re-establish the minimum balance.
If you do not, your account may be closed and the proceeds sent to you.

TELEPHONE TRANSACTIONS. You may initiate many transactions by
telephone. The Fund and its agents will not be responsible for any losses
resulting from acting upon wire or telephone instructions that they reasonably
believe to be genuine. The Fund and its agents will each employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
Such procedures may include taping of telephone conversations. It may be
difficult to reach the Fund by telephone during periods of unusual market
activity. If you are unable to reach a representative by telephone, please
consider sending written instructions.

ADDRESS CHANGES. To change the address on your account, call
1-800-BKB-1784 or send a written request signed by all account owners. Include
the name of your Fund, the account numbers(s), the name(s) on the account and
both the old and new addresses.

REGISTRATION CHANGES. To change the name on an account, the shares are
generally transferred to a new account. In some cases, legal documentation may
be required. For more information, call 1-800-BKB-1784. If your shares are held
of record by a financial institution, contact that financial institution for
ownership changes.

STATEMENTS AND REPORTS. The Fund will send you a confirmation statement
after every transaction that affects your account balance or your account
registration. If you are enrolled in an automatic investment program and invest
on a monthly basis, you will receive quarterly confirmations. Information
regarding the tax status of income dividends and capital gains distributions
will be mailed to shareholders early each year.

Financial reports for the Fund, which include a list of the Fund's
portfolio holdings, will be mailed semiannually to all shareholders.

TAXES

This discussion of taxes is for general information only. Investors
should consult their own tax advisers about their particular situations.

The Fund intends to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies so that it will not be liable for
any federal

<PAGE>
-15-

income or excise taxes. The Fund may pay withholding or other taxes to foreign
governments during the year, however, and these taxes will reduce the Fund's
dividends.

With certain exceptions, Fund dividends and capital gains distributions
are subject to federal income tax and may also be subject to state and local
taxes. Distributions from interest on U.S. government obligations may be exempt
from state and local taxes. Dividends and distributions are treated in the same
manner for federal tax purposes whether they are paid in cash or as additional
shares. Generally, distributions from the Fund's net investment income and
short-term capital gains will be taxed as ordinary income. A portion of the
Fund's distributions from net investment income may be eligible for the
dividends received deduction available to corporations. Distributions of
long-term net capital gains will be taxed as such regardless of how long the
shares of the Fund have been held.

Fund distributions will reduce the Fund's net asset value per share.
Shareholders who buy shares before the Fund makes a distribution may pay the
full price for the shares and then effectively receive a portion of the purchase
price back as a taxable distribution.

Foreign shareholders may be subject to withholding taxes.

Early each year, the Fund will notify its shareholders of the amount
and tax status of distributions paid to shareholders for the preceding year.
Investors should consult their own tax advisers regarding the status of their
accounts under state and local laws.

GENERAL INFORMATION

NET ASSET VALUE. Net asset value per share of the Fund is calculated
each business day at the close of regular trading on the New York Stock
Exchange, normally 4 p.m.

All purchases, redemptions and exchanges will be processed at net asset
value the next time it is calculated after a request is received and approved by
the Distributor. In order to receive that day's price, an order must be received
by 4 p.m. Eastern time. Net asset value per share is calculated by dividing the
total value of the Fund's securities and other assets, less liabilities, by the
total number of shares outstanding. Securities are valued at market value or, if
a market quotation is not readily available, at their fair value determined in
good faith under procedures established by and under the supervision of the
Trustees.

ORGANIZATION. The Fund is a newly-organized series of Boston 1784
Funds. Boston 1784 Funds is a Massachusetts business trust which was organized
on February 5, 1993; it also is an open-end management investment company
registered under the Investment Company Act of 1940. Prior to May 27, 1997,
Boston 1784 Funds was known as 1784 Funds. Boston 1784 Funds currently has
eighteen active series.

The Fund is a diversified mutual fund. Under the 1940 Act, a
diversified mutual fund must manage at least 75% of its total assets so that no
more than 5% of those assets are invested in any one company at the time of
investment.

<PAGE>

-16-

Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable as partners for the trust's
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the trust itself was unable to meet its
obligations.

VOTING AND OTHER RIGHTS. Boston 1784 Funds may issue an unlimited
number of shares, may create new series of shares and may divide shares in each
series into classes. Each share of each fund gives the shareholder one vote in
Trustee elections and other matters submitted to shareholders for vote. All
shares of each series of Boston 1784 Funds have equal voting rights except that,
in matters affecting only a particular fund or class, only shares of that
particular fund or class are entitled to vote.

Because Boston 1784 Funds is a Massachusetts business trust, the Fund
is not required to hold annual shareholder meetings. Shareholder approval will
usually be sought only for changes in certain investment restrictions and for
the election of Trustees under certain circumstances. Trustees may be removed by
shareholders under certain circumstances. Each share of the Fund is entitled to
participate equally in dividends and other distributions and the proceeds of any
liquidation of the Fund.

PERFORMANCE INFORMATION. Fund performance may be quoted in advertising,
shareholder reports and other communications in terms of yield, effective yield
and total rate of return. All performance information is historical and is not
intended to indicate future performance. Yields and total rates of return
fluctuate in response to market conditions and other factors, and the value of
the Fund's shares when redeemed may be more or less than their original cost.

The Fund may provide annualized "yield" and "effective yield"
quotations. The "yield" of the Fund refers to the income generated by an
investment in the Fund over a 30-day or one-month period (which period is stated
in any such advertisement or communication). This income is then annualized;
that is, the amount of income generated by the investment over that period is
assumed to be generated each month over a one-year period and is shown as a
percentage of the maximum public offering price on the last day of that period.
The "effective yield" is calculated similarly, but when annualized the income
earned by the investment during that 30-day or one-month period is assumed to be
reinvested. The effective yield is slightly higher than the yield because of the
compounding effect of this assumed reinvestment. A "yield" quotation, unlike a
total rate of return quotation, does not reflect changes in net asset value.

The Fund may provide period and average annualized "total rates of
return." The "total rate of return" refers to the change in the value of an
investment in the Fund over a stated period and reflects any change in net asset
value per share and is compounded to include the value of any shares purchased
with any dividends or capital gains declared during such period. Period total
rates of return may be "annualized." An "annualized" total rate of return
assumes that the period total rate of return is generated over a one-year
period.

The Fund's performance may from time to time be compared to that of
other mutual funds tracked by mutual fund rating services, to that of broad
groups of comparable mutual funds or to that of unmanaged indices which may
assume investment of dividends but generally do not reflect deductions for
administrative and management costs.

<PAGE>
-17-

Total returns calculated for the Fund for any period which includes
periods prior to the commencement of the Fund's operations reflect the
performance of the common trust fund managed by BankBoston that contributed all
of its assets to the Fund at the Fund's commencement of operations. The common
trust fund had investment objectives, policies and practices substantially
similar to the Fund. All total return percentages for periods prior to the
commencement of operations of the Fund reflect historical rates of return of the
common trust fund for those periods adjusted to assume that all current Fund
charges, expenses and fees were then deducted. The common trust fund was not
registered under the 1940 Act or subject to certain investment restrictions
imposed by the 1940 Act. If the common trust fund had been so registered, its
investment performance might have been adversely affected.

As of May 31, 1997, the average annual total return for the Fund,
including its common trust fund, was as follows:
<TABLE>
<CAPTION>
For the Period Since
[----------------]
For the Year For the 3 Years For the 5 Years For the 10 Years (commencement of common
Ended Ended Ended Ended trust fund operations) to
May 31, 1997 May 31, 1997 May 31, 1997 May 31, 1997 May 31, 1997
- ------------------ ------------------ ------------------ ------------------- ------------------------------
<S> <C> <C> <C> <C> <C>

---% ---% ---% ---% ---%
</TABLE>

Of course, any fees charged by a financial institution to a shareholder
will reduce that shareholder's net return on investment. See the Statement of
Additional Information for more information concerning the calculation of
performance for the Fund.

EXPENSES. In addition to amounts payable to its service providers and
under the Distribution Plan, the Fund is responsible for its own expenses,
including, among other things, the costs of securities transactions, the
compensation of Trustees that are not affiliated with BankBoston or the
Administrator, government fees, taxes, accounting and legal fees, expenses of
communicating with shareholders, interest expense and insurance premiums.

COUNSEL AND INDEPENDENT AUDITORS. Bingham, Dana & Gould LLP, Boston,
Massachusetts, is counsel for the Fund. Coopers & Lybrand L.L.P., Boston,
Massachusetts, serves as independent auditor for the Fund.

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

The Statement of Additional Information dated October 1, 1997,
contains more detailed information about the Fund, including information
relating to (i) investment policies and restrictions, (ii) the Trustees,
officers and investment adviser, (iii) securities transactions, (iv) the Fund's
shares, including rights and liabilities of shareholders, (v) the method used to
calculate performance information and (vi) the determination of net asset value.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR THE STATEMENT OF ADDITIONAL
INFORMATION 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 ITS DISTRIBUTOR IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

<PAGE>

APPENDIX A
PERMITTED INVESTMENTS
AND INVESTMENT PRACTICES

U.S. TREASURY OBLIGATIONS - U.S. Treasury obligations include bills, notes and
bonds issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities (STRIPS). STRIPS are sold as zero coupon securities. These securities
are usually structured with two classes that receive different portions of the
interest and principal payments from the underlying obligation. The yield to
maturity on the interest-only class is extremely sensitive to the rate of
principal payments on the underlying obligation. The market value of the
principal-only class generally is unusually volatile in response to changes in
interest rates. See "Zero Coupon Securities" for more information.

U.S. GOVERNMENT AGENCIES - Certain Federal agencies such as the Government
National Mortgage Association (GNMA) have been established as instrumentalities
of the U.S. government to supervise and finance certain types of activities.
Issues of these agencies, while not direct obligations of the U.S. government,
are either backed by the full faith and credit of the United States (e.g., GNMA)
or supported by the issuing agencies' right to borrow from the Treasury. The
issues of other agencies are supported only by the credit of the instrumentality
(e.g., Federal National Mortgage Association).

RECEIPTS - Receipts are interests in separately traded interest and principal
component parts of U.S. Treasury obligations that are issued by banks and
brokerage firms and are created by depositing U.S. Treasury obligations into a
special account at a custodian bank. The custodian holds the interest and
principal payments for the benefit of the registered owners of the certificates
or receipts. Receipts include Treasury Receipts (TRs), Treasury Investment
Growth Receipts (TIGRs) and Certificates of Accrual on Treasury Securities
(CATS). TRs, TIGRs, and CATS are sold as zero coupon securities.

ZERO COUPON SECURITIES - A zero coupon security pays no interest or principal to
its holder during its life. A zero coupon security is sold at a discount,
frequently substantial, and redeemed at face value at its maturity date. The
market prices of zero coupon securities are generally more volatile than the
market prices of securities of similar maturity that pay interest periodically,
and zero coupon securities are likely to react more to interest rate changes
than non-zero coupon securities with similar maturity and credit qualities.

BANK OBLIGATIONS - Bank obligations include certificates of deposit, time
deposits (including Eurodollar time deposits) and bankers' acceptances and other
short-term debt obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks, domestic savings and loan associations and other banking institutions.
The Fund has established certain minimum credit quality standards for bank
obligations in which it invests.

BANKERS' ACCEPTANCES - A banker's acceptance is a bill of exchange or time draft
drawn on and accepted by a commercial bank. It is used by corporations to
finance the shipment and storage of goods and to furnish dollar exchange.
Maturities are generally six months or less.

<PAGE>

-2-

CERTIFICATES OF DEPOSIT - A certificate of deposit is a negotiable
interest-bearing instrument with a specific maturity. Certificates of deposit
are issued by banks and savings and loan institutions in exchange for the
deposit of funds and normally can be traded in the secondary market prior to
maturity.

TIME DEPOSITS - A time deposit is a non-negotiable receipt issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it earns a
specified rate of interest over a definite period of time; however, it cannot be
traded in the secondary market. Time deposits with a withdrawal penalty are
considered to be illiquid securities.

COMMERCIAL PAPER - Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from one to 270 days.

MONEY MARKET FUNDS - A money market fund is a mutual fund that limits its
investments to high quality money market instruments with a weighted average
maturity of 90 days or less. Consistent with applicable regulations the Fund may
not invest more than certain percentages of its assets in other mutual funds.
Investing in other mutual funds causes shareholders to bear not only Fund
expenses, but also expenses of the underlying mutual funds.

VARIABLE AND FLOATING RATE INSTRUMENTS - Certain obligations may carry variable
or floating rates of interest and may involve a conditional or unconditional
demand feature permitting the holder to demand payment of principal at any time
or at specified intervals. These obligations may include variable amount master
demand notes. Such instruments bear interest at rates which are not fixed, but
which vary with changes in specified market rates or indices, such as a Federal
Reserve composite index. A demand instrument with a demand notice period
exceeding seven days may be considered illiquid if there is no secondary market
for such security. The interest rate on these securities may be reset daily,
weekly, quarterly, or some other reset period and may have a floor or ceiling on
interest rate charges. There is a risk that the current interest rate on such
obligations may not accurately reflect existing market interest rates.

REPURCHASE AGREEMENTS - A repurchase agreement is an agreement where a person
buys a security and simultaneously commits to sell the security to the seller at
an agreed upon price (including principal and interest) on an agreed upon date
within a number of days from the date of purchase. The Fund bears a risk of loss
in the event the other party defaults on its obligations and the Fund is delayed
or prevented from its right to dispose of the collateral securities or if the
Fund realizes a loss on the sale of the collateral securities. Pursuant to an
exemptive order from the SEC, the Fund and other funds in the Boston 1784 Funds
may enter into repurchase agreements on a pooled basis.

REVERSE REPURCHASE AGREEMENTS - Reverse repurchase agreements involve the sale
of securities held by the Fund and the agreement by the Fund to repurchase the
securities at an agreed-upon price, date and interest payment. When the Fund
enters into reverse repurchase transactions, securities of a dollar amount equal
in value to the securities subject to the agreement will be maintained in a
segregated account with the Fund's custodian. The segregation of assets could
impair the Fund's ability to meet its current obligations or impede investment
management if a large portion of the Fund's assets are involved. Reverse
repurchase agreements are considered to be a form of borrowing.

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MORTGAGE-BACKED SECURITIES - The Fund may purchase mortgage-backed securities
issued or guaranteed as to payment of principal and interest by the U.S.
government or one of its agencies and backed by the full faith and credit of the
U.S. government, including direct pass-through certificates of GNMA, as well as
mortgage-backed securities for which principal and interest payments are backed
by the credit of particular agencies of the U.S. government. Mortgage-backed
securities are generally backed or collateralized by a pool or mortgages. These
securities are sometimes called collateralized mortgage obligations or CMOs.

Even if the U.S. government or one of its agencies guarantees principal
and interest payments of a mortgage-backed security, the market price of a
mortgage-backed security is not insured and may be subject to market volatility.
When interest rates decline, mortgage-backed securities experience higher rates
of prepayment because the underlying mortgages are refinanced to take advantage
of the lower rates. The prices of mortgage-backed securities may not increase as
much as prices of other debt obligations when interest rates decline, and
mortgage-backed securities may not be an effective means of locking in a
particular interest rate. In addition, any premium paid for a mortgage-backed
security may be lost when it is prepaid. When interest rates go up,
mortgage-backed securities experience lower rates of prepayment. This has the
effect of lengthening the expected maturity of a mortgage-backed security. As a
result, prices of mortgage-backed securities may decrease more than prices of
other debt obligations when interest rates go up.

FORWARD COMMITMENTS OR PURCHASES ON A WHEN-ISSUED BASIS - Forward commitments or
purchases of securities on a when-issued basis are transactions where the price
of the securities is fixed at the time of commitment and the delivery and
payment ordinarily takes place beyond customary settlement time. The interest
rate realized on these securities is fixed as of the purchase date and no
interest accrues to the buyer before settlement. The securities are subject to
market fluctuation due to changes in market interest rates; the securities are
also subject to fluctuation in value pending settlement based upon public
perception of the creditworthiness of the issuer of these securities. When the
Fund enters into forward commitments or purchases on a when-issued basis,
securities of a dollar amount equal in value to the securities subject to the
agreement will be maintained in a segregated account with the Fund's custodian.
The segregation of assets could impair the Fund's ability to meet its current
obligations or impede investment management if a large portion of the Fund's
assets are involved. The Fund may invest up to 25% of its assets in forward
commitments or commitments to purchase securities on a when-issued basis.

SECURITIES RATED BAA OR BBB - The Fund may purchase securities rated Baa by
Moody's or BBB by Standard & Poor's, which may have poor protection of payment
of principal and interest. See "Risk Considerations."

ASSET-BACKED SECURITIES - The Fund may invest in corporate asset-backed
securities. These securities, issued by trusts and special purpose corporations,
are backed by a pool of assets, such as credit card or automobile loan
receivables, representing the obligations of a number of different parties.
Corporate asset-backed securities present certain risks. For instance, in the
case of credit card receivables, these securities may not have the benefit of
any security interest in the related collateral.

LOAN PARTICIPATIONS - Loan participations are interests in loans which are
administered by the lending bank or agent for a syndicate of lending banks, and
sold by the lending bank or syndicate member. The Fund may only purchase
interests in loan participations

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issued by a bank in the United States with assets exceeding $1 billion and for
which the underlying loan is issued by borrowers in whose obligations the Fund
may invest. Because the intermediary bank does not guarantee a loan
participation in any way, a loan participation is subject to the credit risk
generally associated with the underlying corporate borrower. In addition, in the
event the underlying corporate borrower defaults, the Fund may be subject to
delays, expenses and risks that are greater than those that would have been
involved if the Fund had purchased a direct obligation (such as commercial
paper) of the borrower. Under the terms of a loan participation the purchasing
Fund may be regarded as a creditor of the intermediary bank, so that the Fund
may also be subject to the risk that the issuing bank may become insolvent.

GUARANTEED INVESTMENT CONTRACTS (GIC) - A GIC is a contract between an insurance
company and, generally, an institutional investor that guarantees the investor a
specific interest rate for a specific period and the return of the investor's
principal. The Fund will not invest more than 20% of its total assets in GICs.

COMMON AND PREFERRED STOCK - Common stocks are generally more volatile than
other securities. Preferred stocks share some of the characteristics of both
debt and equity investment and are generally preferred over common stocks with
respect to dividends and in liquidation.

CONVERTIBLE SECURITIES - Convertible securities have characteristics similar to
both fixed income and equity securities. Because of the conversion feature, the
market value of convertible securities tends to move together with the market
value of the underlying stock. The value of convertible securities is also
affected by prevailing interest rates, the credit quality of the issuer, and
many call provisions. Convertible securities include both debt obligations and
preferred stock.

AMERICAN, EUROPEAN, CONTINENTAL AND GLOBAL DEPOSITARY RECEIPTS - American
Depositary Receipts (ADRs) are securities, typically issued by a U.S. financial
institution, that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer. European Depositary Receipts (EDRs),
which are sometimes referred to as Continental Depositary Receipts (CDRs), and
Global Depositary Receipts (GDRs) are securities, typically issued by a non-U.S.
financial institution, that evidence ownership interests in a security or a pool
of securities issued by either a U.S. or foreign issuer. ADRs, EDRs, CDRs and
GDRs may be available for investment through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
security underlying the receipt and a depositary, whereas an unsponsored
facility may be established by a depositary without participation by the issuer
of the receipts' underlying security. Holders of an unsponsored depositary
receipt generally bear all the costs of the unsponsored facility and the
depositary of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited
security or to pass voting rights through to the holders of the receipts in
respect of the deposited securities. Investment in securities of foreign issuers
(including ADRs, EDRs and CDRs) are subject to special risks. See "Risk
Considerations."

FOREIGN CURRENCY TRANSACTIONS - Currency exchange transactions may protect
against uncertainty in the level of future exchange rates. Currency exchange
transactions may be conducted either on a spot (I.E., cash) basis at the rate
prevailing in the currency exchange market, or through forward contracts to
purchase or sell currencies. A forward currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which must
be more than two days from the date of the contract, at a price set at the time
of the contract. Transaction hedging is the purchase or sale of

<PAGE>

-5-

forward currency with respect to specific receivables or payables generally
arising in connection with the purchase or sales of particular portfolio
securities.

The Fund will use currency exchange transactions only for bona fide
hedging purposes and other non-speculative strategies.

WARRANTS - A warrant is an instrument issued by a corporation which gives the
holder the right to subscribe to a specified amount of the corporation's capital
stock at a set price for a specified period of time. The Fund may invest up to
5% of its net assets in warrants, except that this limitation does not apply to
warrants acquired in units or attached to securities. Included in this
limitation, but not to exceed 2% of the Fund's net assets, may be warrants not
listed on the New York Stock Exchange or American Stock Exchange.

SECURITIES LENDING - Consistent with applicable regulatory requirements and in
order to generate additional income, the Fund may lend securities to
broker-dealers and other institutional borrowers. Loans must be callable at any
time and continuously secured by collateral (cash or U.S. government securities)
in an amount not less than the market value, determined daily, of the securities
loaned. It is intended that the value of securities loaned by the Fund would not
exceed 331/3% of the Fund's total assets. In the event of the bankruptcy of the
other party to a securities loan, the Fund could experience delays in recovering
either the securities lent or cash. To the extent that, in the meantime, the
value of the securities lent has increased or the value of the collateral has
decreased, the Fund could experience a loss. The voting rights of such
securities may pass to the borrower; however, the Fund will seek to call loans,
to vote proxies, or otherwise to obtain rights to vote or consent if a material
event affecting the investment is to occur.

RESTRICTED OR ILLIQUID SECURITIES - Securities that may not be sold freely to
the public absent registration or securities for which there is no readily
available market are referred to as restricted or illiquid securities,
respectively. The Fund may invest up to 15% of its net assets in illiquid
securities, including restricted securities that are illiquid. The absence of a
trading market can make it difficult to ascertain a market value for these
investments. Disposing of illiquid securities may involve time-consuming
negotiation and legal expense, and it may be difficult or impossible for the
Fund to sell them promptly at an acceptable price.

RULE 144A SECURITIES - The Fund may purchase restricted securities that are not
registered for sale to the general public if it is determined that there is a
dealer or institutional market in the securities. In that case, the securities
will not be treated as illiquid for purposes of the Fund's investment limitation
described above. The Trustees will review these determinations. These securities
are known as "Rule 144A securities," because they are traded under SEC Rule 144A
among qualified institutional buyers. Institutional trading in Rule 144A
securities is relatively new and the liquidity of these investments could be
impaired if trading in Rule 144A securities does not develop or if qualified
institutional buyers become, for a time, uninterested in purchasing Rule 144A
securities.

OPTIONS - The Fund may engage in writing call options from time to time. Under a
call option, the purchaser of the option has the right to purchase, and the
writer (the Fund) the obligation to sell, the underlying security at the
exercise price during the option period. Options written on individual
securities are written solely as covered call options (such as options written
on securities owned by the Fund) and may be written

<PAGE>

-6-

for hedging purposes or in order to generate additional income. Such options
must be listed on a national securities exchange. The Fund may write covered
call options on its securities provided the aggregate value of such options does
not exceed 10% of the Fund's net assets.

There are risks associated with options transactions, including that
the success of a hedging strategy may depend on the ability of the Adviser to
predict movement in the prices of individual securities, market fluctuations and
movements in interest rates; there may be an imperfect correlation between the
movement in prices of securities held by the Fund and price movements of related
options; there may not be a liquid secondary market for options; and while the
Fund will receive a premium when it writes covered call options, it may not
participate fully in a rise in the market value of the underlying security.

FUTURES AND OPTIONS ON FUTURES - Futures contracts provide for the future sale
by one party and purchase by another party of a specified amount of a specified
security at a specified future time and at a specified price. An option on a
futures contract gives the purchaser the right, in exchange for a premium, to
assume a position in a futures contract at a specified exercise price during the
term of the option. The Fund may enter into futures contracts and options on
futures contracts provided that the sum of the Fund's initial margin deposits on
open futures contracts plus the amount paid for premiums for unexpired options
on futures contracts does not exceed 5% of the market value of the Fund's total
assets and the outstanding obligations to purchase securities under futures
contracts do not exceed 20% of the Fund's total assets. The Fund will enter into
only those futures contacts which are traded on recognized futures exchanges.

The Fund uses futures contracts and related options only for bona fide
hedging purposes, i.e., to offset unfavorable changes in the value of securities
otherwise held or expected to be acquired for investment purposes. There are
risks associated with these hedging activities. See "Options."

The Fund may purchase and sell interest rate futures contracts and
options on interest rate futures contracts, stock index futures contracts and
options on stock index futures contracts; and currency future contracts and
options on currency futures contracts.

OTHER INVESTMENT COMPANIES - Subject to applicable statutory and regulatory
limitations, assets of the Fund may be invested in shares of other investment
companies and foreign investment trusts. The Fund may invest up to 5% of its
assets in closed-end investment companies which primarily hold securities of
non-U.S. issuers. The Fund's purchase of investment company securities may
result in the duplication of fees and expenses.

CURRENCY SWAPS - Currency swaps involve the exchange of rights to make or
receive payments in specified currencies. Currency swaps usually involve the
delivery of the entire principal value of one designated currency. Therefore,
the entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations.
The use of currency swaps is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio securities transactions. If the Adviser is incorrect in its forecasts
of market values and currency exchange rates, the investment performance of the
Fund would be less favorable than it would have been if this investment
technique were not used.

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-7-

SHORT SALES "AGAINST THE BOX" - In a short sale, the Fund sells a borrowed
security and has a corresponding obligation to the lender to return the
identical security. The Fund may engage in short sales only if at the time of
the short sale it owns or has the right to obtain at no additional cost, an
equal amount of the security being sold short. This investment technique is
known as a short sale "against the box." The Fund may make a short sale as a
hedge, when it believes that the value of a security owned by the Fund (or a
security convertible or exchangeable for such security) may decline, or when the
Fund wants to sell the security at an attractive current price but wishes to
defer recognition of gain or loss for tax purposes. Not more than 40% of the
Fund's total assets would be involved in short sales "against the box."

<PAGE>

Statement of
Additional Information

October 1, 1997

Boston 1784 Funds [REGISTERED MARK]

MONEY MARKET FUNDS:

Boston 1784 U.S. Treasury Money Market Fund
Boston 1784 Prime Money Market Fund
Boston 1784 Tax-Free Money Market Fund
Boston 1784 Institutional U.S. Treasury Money Market Fund

BOND FUNDS:

Boston 1784 U.S. Government Medium-Term Income Fund
Boston 1784 Short-Term Income Fund
Boston 1784 Income Fund

TAX-EXEMPT FUNDS:

Boston 1784 Tax-Exempt Medium-Term Income Fund
Boston 1784 Connecticut Tax-Exempt Income Fund
Boston 1784 Florida Tax-Exempt Income Fund
Boston 1784 Massachusetts Tax-Exempt Income Fund
Boston 1784 Rhode Island Tax-Exempt Income Fund

STOCK FUNDS:

Boston 1784 Asset Allocation Fund
Boston 1784 Growth and Income Fund
Boston 1784 Growth Fund
Boston 1784 Large Cap Equity Fund
Boston 1784 Small Cap Equity Fund
Boston 1784 International Equity Fund

This Statement of Additional Information provides information regarding
the activities and operations of the no-load mutual funds listed above, and
should be read in conjunction with the Funds' Prospectuses dated October 1,
1997. You may obtain a Prospectus without charge by calling 1-800-BKB-1784.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY A CURRENT PROSPECTUS.

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CONTENTS

PAGE

1. The Trust 3
2. Investment Objectives and Policies 4
3. Permitted Investments and Investment Practices 5
4. Investment Restrictions 19
5. Management 22
6. Fund Transactions; Trading Practices and Brokerage 30
7. Performance Information 32
8. Determination of Net Asset Value 38
9. Purchase and Redemption of Shares 40
10. Systematic Withdrawal Plan 40
11. Taxes 41
12. Servicemarks 45
13. Description of Shares 45
14. Trustee and Shareholder Liability 45
15. Financial Information 46

APPENDIX A -- CERTAIN INFORMATION CONCERNING CONNECTICUT, FLORIDA, MASSACHUSETTS
AND RHODE ISLAND

APPENDIX B -- DESCRIPTION OF SECURITIES RATINGS

<PAGE>

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1. THE TRUST

BOSTON 1784 FUNDS[REGISTERED MARK] (the "Trust") is an open-end
management investment company established under Massachusetts law as a
Massachusetts business trust on February 5, 1993. Prior to May 27, 1997,
Boston 1784 Funds was known as 1784 Funds. On that date the Trust and each Fund
added "Boston" to their names. Boston 1784 Funds currently has eighteen active
series. The Trust's Declaration of Trust permits the Trust to offer separate
portfolios, or funds, of shares of beneficial interest and different classes of
shares of each fund. Each share in a fund represents an equal proportionate
interest in that fund. See "Description of Shares."

This Statement of Additional Information relates to the following funds
of the Trust (the "Funds"):

MONEY MARKET FUNDS:

Boston 1784 U.S. Treasury Money Market Fund
Boston 1784 Prime Money Market Fund
Boston 1784 Tax-Free Money Market Fund
Boston 1784 Institutional U.S. Treasury Money Market Fund

BOND FUNDS:

Boston 1784 U.S. Government Medium-Term Income Fund
Boston 1784 Short-Term Income Fund
Boston 1784 Income Fund

TAX-EXEMPT FUNDS:

STOCK FUNDS:

Boston 1784 Asset Allocation Fund
Boston 1784 Growth and Income Fund
Boston 1784 Growth Fund
Boston 1784 Large Cap Equity Fund
Boston 1784 Small Cap Equity Fund
Boston 1784 International Equity Fund

BankBoston, N.A. ("BankBoston") is the investment adviser of each Fund.
Kleinwort Benson Investment Management Americas, Inc. is the investment adviser
of the International Equity Fund with BankBoston (BankBoston and Kleinwort
Benson are each referred to as an "Adviser"). SEI Financial Services Company is
the distributor of shares of each Fund.

References in this Statement of Additional Information to the
Prospectuses are to the Funds' Prospectuses dated October 1, 1997.

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-4-

As required by law, each of the Trust, BankBoston and the Trust's
administrator and distributor have adopted codes of ethics concerning certain
activities of officers, trustees or directors and employees. Copies of these
codes of ethics have been filed with the Securities and Exchange Commission.

2. INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the BOSTON 1784 U.S. TREASURY MONEY MARKET
FUND, BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND and BOSTON 1784
PRIME MONEY MARKET FUND is to preserve principal value and maintain a high
degree of liquidity while providing current income.

The investment objective of the BOSTON 1784 TAX-FREE MONEY MARKET FUND
is to preserve principal value and maintain a high degree of liquidity while
providing current income exempt from federal income taxes.

The investment objective of the BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM
INCOME FUND is current income consistent with preservation of capital.

The investment objective of the BOSTON 1784 SHORT-TERM INCOME FUND and
BOSTON 1784 INCOME FUND is to maximize current income. Preservation of capital
is a secondary objective for each of these Funds.

The investment objective of the BOSTON 1784 TAX-EXEMPT MEDIUM-TERM
INCOME FUND is current income, exempt from federal income tax, consistent with
preservation of capital.

The investment objective of the BOSTON 1784 CONNECTICUT TAX-EXEMPT
INCOME FUND is current income exempt from both federal and Connecticut personal
income tax. Preservation of capital is a secondary objective.

The investment objective of the BOSTON 1784 FLORIDA TAX-EXEMPT INCOME
FUND is current income exempt from federal income tax through Fund shares which
are exempt from Florida intangible personal property tax. Preservation of
capital is a secondary objective.

The investment objective of the BOSTON 1784 MASSACHUSETTS TAX-EXEMPT
INCOME FUND is current income, exempt from both federal and Massachusetts
personal income tax, consistent with preservation of capital.

The investment objective of the BOSTON 1784 RHODE ISLAND TAX-EXEMPT
INCOME FUND is current income exempt from federal income tax, from Rhode Island
personal income tax and the Rhode Island business corporation tax. Preservation
of capital is a secondary objective.

The investment objective of the BOSTON 1784 ASSET ALLOCATION FUND is to
achieve a favorable total rate of return through current income and capital
appreciation consistent with preservation of capital, derived from investing in
fixed income and equity securities.

The investment objective of the BOSTON 1784 GROWTH AND INCOME FUND is
long-term growth of capital with a secondary objective of income.

The investment objective of the BOSTON 1784 GROWTH FUND and BOSTON 1784
SMALL CAP EQUITY FUND is capital appreciation. Dividend income, if any, is
incidental to this objective for each of these Funds.

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The investment objective of the BOSTON 1784 LARGE CAP EQUITY FUND is
income and capital appreciation.

The investment objective of the BOSTON 1784 INTERNATIONAL EQUITY FUND
is long-term growth of capital. Dividend income, if any, is incidental to this
objective.

There can be no assurance that any Fund will achieve its investment
objective. Each Fund's investment objective may be changed only with the consent
of the holders of a majority of that Fund's outstanding shares.

The investment policies, permitted investments and investment
techniques of each of the Funds are described in the Prospectus by which shares
of that Fund are offered. The information herein supplements the information
contained in the Prospectus.

Each Tax-Exempt Fund has a fundamental policy of investing at least 80%
of its net assets under normal market conditions in obligations issued by or on
behalf of the states, territories and possessions of the United States and the
District of Columbia and their respective political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of counsel for the
issuer, is exempt from federal income tax and not included as a preference item
under the alternative minimum tax (collectively, "Municipal Securities"). A
Tax-Exempt Fund may comply with this policy (or with any other policy of such
Fund as to investing in securities the interest on which is exempt from taxation
in a particular state or which are not subject to intangible personal property
taxes of any state) by investing in a partnership, trust, regulated investment
company or other entity which invests in such Municipal Securities, in which
case the applicable Fund's investment in such entity shall be deemed an
investment in the underlying Municipal Securities in the same proportion as such
entity's investment in such Municipal Securities bears to its net assets.

Appendix A contains information concerning Connecticut, Florida,
Massachusetts and Rhode Island. Each of the Connecticut, Florida, Massachusetts
and Rhode Island Tax-Exempt Income Funds is particularly susceptible to events
affecting issuers in its state.

Appendix B describes the ratings assigned to securities by certain
securities rating organizations.

3. PERMITTED INVESTMENTS AND INVESTMENT PRACTICES

VARIABLE AMOUNT MASTER DEMAND NOTES

Each Fund (other than the Boston 1784 Institutional U.S. Treasury Money
Market Fund and the Boston 1784 U.S. Treasury Money Market Fund) may invest in
variable amount master demand notes which may or may not be backed by bank
letters of credit. These notes permit the investment of fluctuating amounts at
varying market rates of interest pursuant to direct arrangements between the
Trust, as lender, on behalf of a Fund and the borrower. Such notes provide that
the interest rate on the amount outstanding varies on a daily, weekly or monthly
basis depending upon a stated short-term interest rate index. Both the lender
and the borrower have the right to reduce the amount of outstanding indebtedness
at any time. There is no secondary market for the notes. It is not generally
contemplated that such instruments will be traded.

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GNMA SECURITIES

Each Fund may invest in securities issued by the Government National
Mortgage Association ("GNMA"), a wholly-owned U.S. Government corporation which
guarantees the timely payment of principal and interest. The market value and
interest yield of these instruments can vary due to market interest rate
fluctuations and early prepayments of underlying mortgages. These securities
represent ownership in a pool of federally insured mortgage loans. GNMA
certificates consist of underlying mortgages with a maximum maturity of 30
years. However, due to scheduled and unscheduled principal payments, GNMA
certificates have a shorter average maturity and, therefore, less principal
volatility than a comparable 30-year bond. Since prepayment rates vary widely,
it is not possible to predict accurately the average maturity of a particular
GNMA pool. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be "passed through" to investors. GNMA securities
differ from conventional bonds in that principal is paid back to the certificate
holders over the life of the loan rather than at maturity. As a result, there
will be monthly scheduled payments of principal and interest. In addition, there
may be unscheduled principal payments representing prepayments on the underlying
mortgages. Although GNMA certificates may offer yields higher than those
available from other types of U.S. Government securities, GNMA certificates may
be less effective than other types of securities as a means of "locking in"
attractive long-term rates because of the prepayment feature. For instance, when
interest rates decline, the value of a GNMA certificate likely will not rise as
much as comparable debt securities due to the prepayment feature. In addition,
these prepayments can cause the price of a GNMA certificate originally purchased
at a premium to decline in price to its par value, which may result in a loss.

MORTGAGE-BACKED SECURITIES

Each of the Funds (other than the Money Market Funds) may invest in
mortgage-backed securities which are rated in one of the three top categories by
Standard and Poor's Rating Services ("S&P"), Moody's Investors Service, Inc.
("Moody's") or Fitch Investors Service, Inc. ("Fitch"), or, if not rated by S&P,
Moody's or Fitch, of comparable quality as determined by the Adviser or Advisers
to the Fund. Two principal types of mortgage-backed securities are
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduits ("REMICs"). CMOs are securities collateralized by mortgages, mortgage
pass-through certificates, mortgage pay-through bonds (bonds representing an
interest in a pool of mortgages where the cash flow generated from the mortgage
collateral pool is dedicated to bond repayment), and mortgage-backed bonds
(general obligations of the issuers payable out of the issuers' general funds
and additionally secured by a first lien on a pool of single family detached
properties). Many CMOs are issued with a number of classes or series which have
different maturities and are retired in sequence.

Investors purchasing such CMOs in the shortest maturities receive or
are credited with their pro rata portion of the scheduled payments of interest
and principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until that
portion of such CMO obligation is repaid, investors in the longer maturities
receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-through certificates to be prepaid prior to
their stated maturity. Although some of the mortgages underlying CMOs may be
supported by various types of insurance, and some CMOs may be backed by GNMA
certificates or other mortgage pass-through certificates issued or guaranteed by
U.S. Government agencies or instrumentalities, the CMOs themselves are not
generally guaranteed.

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REMICs, which were authorized under the Tax Reform Act of 1986, are
private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.

ASSET-BACKED SECURITIES

In addition to mortgage-backed securities, each of the Funds (other
than the Boston 1784 Institutional U.S. Treasury Money Market Fund and the
Boston 1784 U.S. Treasury Money Market Fund) may invest in asset-backed
securities including company receivables, truck and auto loans, leases, and
credit card receivables. These issues may be traded over-the-counter and
typically have a short to intermediate maturity structure depending on the
paydown characteristics of the underlying financial assets which are passed
through to the security holder.

MORTGAGE "DOLLAR ROLL" TRANSACTIONS

The Boston 1784 Short-Term Income Fund and Boston 1784 Income Fund may
enter into mortgage "dollar roll" transactions pursuant to which a Fund sells
mortgage-backed securities for delivery in the future and simultaneously
contracts to repurchase substantially similar securities on a specified future
date. During the roll period, the Fund forgoes principal and interest paid on
the mortgage-backed securities. The Fund is compensated for the lost interest by
the difference between the current sales price and the lower price for the
future purchase (often referred to as the "drop") as well as by the interest
earned on the cash proceeds of the initial sale. The Fund may also be
compensated by receipt of a commitment fee.

STRIPS

Each of the Funds may invest in Separately Traded Interest and
Principal Securities ("STRIPS"), which are component parts of U.S. Treasury
Securities traded through the Federal Reserve Book-Entry System. The Adviser or
Advisers to a Fund will purchase only those STRIPS that it determines or they
determine are liquid or, if illiquid, do not violate such Fund's investment
policy concerning investments in illiquid securities. Consistent with Rule 2a-7,
BankBoston, as the Adviser to the Money Market Funds, will purchase for Money
Market Funds only those STRIPS that have a remaining maturity of 397 days or
less. No Money Market Fund may invest more than 20% of its total assets in
STRIPS. While there is no limitation on the percentage of any other Fund's
assets that may be comprised of STRIPS, the Adviser or Advisers to each Fund
will monitor the level of such holdings to avoid the risk of impairing
shareholders' redemption rights.

REPURCHASE AGREEMENTS

Each of the Funds may invest in repurchase agreements collateralized by
securities in which that Fund may otherwise invest. Repurchase agreements are
agreements by which a Fund obtains a security and simultaneously commits to
return the security to the seller (a primary securities dealer recognized by the
Federal Reserve Bank of New York or a national member bank as defined in Section
3(d)(1) of the Federal Deposit Insurance Act, as amended) at an agreed upon
price (including principal and interest) on an agreed upon date within a number
of days (usually not more than seven) from the date of purchase. The resale
price reflects the purchase price plus an agreed upon market rate of interest
which is unrelated to the coupon rate or maturity of the underlying security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the underlying
security.

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Repurchase agreements are considered to be loans by a Fund for purposes
of its investment limitations. The repurchase agreements entered into by the
Funds will provide that the underlying security at all times shall have a value
at least equal to 100% of the resale price stated in the agreement; the Adviser
or Advisers to each Fund will monitor compliance with this requirement. Under
all repurchase agreements entered into by any Fund, the Custodian or its agent
must take possession of the underlying collateral. However, if the seller under
a repurchase agreement defaults, the Fund investing in that repurchase agreement
could realize a loss on the sale of the underlying security to the extent that
the proceeds of the sale (including accrued interest) are less than the resale
price provided in the repurchase agreement (including interest). In addition,
even though the Bankruptcy Code provides protection for most repurchase
agreements, if the seller should be involved in bankruptcy or insolvency
proceedings, a Fund may face delays and incur costs in selling the underlying
security or may suffer a loss of principal and interest.

MONEY MARKET FUNDS

A money market fund is an investment company that limits its
investments to high quality money market instruments with a weighted average
maturity of 90 days or less. Each of the Funds (other than the Boston 1784 U.S.
Treasury Money Market Fund) may invest in money market funds, but not more than
5% of its assets in any one money market fund or more than 10% of its assets in
other investment companies, including money market funds. When a Fund invests in
a money market fund, a shareholder bears not only his or her proportionate share
of the Fund's expenses, but also indirectly his or her share of the expenses of
the money market fund, including management fees.

TAX-EXEMPT SECURITIES

MUNICIPAL NOTES AND BONDS

The Boston 1784 Short-Term Income Fund, Boston 1784 Income Fund and
each of the Tax-Exempt Funds may invest in municipal notes, which include but
are not limited to general obligation notes, tax anticipation notes (notes sold
to finance working capital needs of the issuer in anticipation of receiving
taxes on a future date), revenue anticipation notes (notes sold to provide
needed cash prior to receipt of expected non-tax revenues from a specific
source), bond anticipation notes, certificates of indebtedness, demand notes and
construction loan notes. A Fund's investment in any of the notes described above
will be limited to those obligations which are rated (i) MIG-2 or VMIG-2 or
better at the time of investment by Moody's, (ii) SP-2 or better at the time of
investment by S&P, or (iii) F-2 or better at the time of investment by Fitch, or
which, if not rated by Moody's, S&P or Fitch, are of at least comparable
quality, as determined by the Adviser to the Fund. Municipal bonds, in which
these same Funds may invest, must be rated BBB or better by S&P or Fitch or Baa
or better by Moody's at the time of investment or, if not rated by Moody's, S&P
or Fitch, must be determined by the Adviser to the Funds to have essentially the
same characteristics and quality as bonds having the above ratings. Bonds rated
BBB by S&P or Fitch or Baa by Moody's may have speculative characteristics. The
Adviser to these Funds may purchase industrial development and pollution control
bonds for these Funds if the interest paid thereon is exempt from federal income
tax. These bonds 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 may also be used to finance
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

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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.

Municipal securities also include participations in municipal leases.
These are undivided interests in a portion of an obligation in the form of a
lease or installment purchase issued by a state or local government to acquire
equipment or facilities. Municipal leases frequently have special risks not
normally associated with general obligation bonds or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title to the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt-issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. Although the
obligations will be secured by the leased equipment or facilities, the
disposition of the property in the event of non-appropriation or foreclosure
might, in some cases, prove difficult. In light of these concerns, the Trust has
adopted and follows procedures for determining whether municipal lease
securities purchased by a Fund are liquid and for monitoring the liquidity of
municipal lease securities held in the Fund's portfolio. The procedures require
that a number of factors be used in evaluating the liquidity of a municipal
lease security, including the frequency of trades and quotes for the security,
the number of dealers willing to purchase or sell the security and the number of
other potential purchasers, the willingness of dealers to undertake to make a
market in the security, the nature of the marketplace in which the security
trades, the credit quality of the security, and other factors which the Adviser
to the Fund may deem relevant.

TAX-EXEMPT COMMERCIAL PAPER in which a Tax-Exempt Fund may invest will be
limited to investments in obligations which are rated at least A-2 by S&P,
Prime-2 by Moody's, or F-2 by Fitch, at the time of investment or which are of
comparable quality as determined by the Adviser to the Fund.

Each of the Tax-Exempt Funds may invest in FLOATING RATE NOTES.
Investments in such floating rate instruments will normally involve industrial
development or revenue (now known as "private activity") bonds which provide
that the rate of interest is set as a specific percentage of a designated base
rate (such as the prime rate) at a major commercial bank, and that a Fund can
demand payment of the obligation at all times or at stipulated dates on short
notice (not to exceed 30 days) at par plus accrued interest. For purposes of
determining the maturity of these obligations, the Fund may use the longer of
(a) the period required before the Fund is entitled to prepayment under such
obligations or (b) the period remaining until the next interest rate adjustment
date. Such obligations are frequently secured by letters of credit or other
credit support arrangements provided by banks. The quality of the underlying
credit or of the bank, as the case may be, must in the Fund Adviser's opinion be
equivalent to the long-term bond or commercial paper ratings on securities in
which the Fund may invest. The Adviser to the Fund will monitor the earning
power, cash flow and liquidity ratios of the issuers of floating rate
instruments and the ability of an issuer of a demand instrument to pay principal
and interest on demand. The Adviser to the Fund may also purchase other types of
tax-exempt instruments for these Funds as long as they are of a quality
equivalent to the bonds or commercial paper in which these Funds may invest.

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STANDBY COMMITMENTS

Funds investing in municipal securities may acquire such securities
subject to a "standby commitment." The Adviser or, if applicable, each of the
Advisers, to these Funds has the authority to purchase for these Funds
securities at a price which would result in a yield to maturity lower than that
generally offered by the seller at the time of purchase when they can
simultaneously acquire the right to sell the securities back to the seller, the
issuer, or a third party (the "writer") at an agreed-upon price at any time
during a stated period or on a certain date. Such a right is generally denoted
as a "standby commitment" or a "put." The purpose of engaging in transactions
involving puts is to maintain flexibility and liquidity to permit the Fund to
meet redemptions and remain as fully invested as possible in municipal
securities. The Funds reserve their right to engage in put transactions. The
right to put the securities depends on the writer's ability to pay for the
securities at the time the put is exercised. Each Fund would limit its put
transactions to institutions which the Adviser or, if applicable, each Adviser,
to such Fund believes present minimum credit risks. Each Adviser would use its
best efforts initially to determine and to continue to monitor the financial
strength of the sellers of the options by evaluating their financial statements
and such other information as is available in the marketplace. It may, however,
be difficult to monitor the financial strength of the writers because adequate
current financial information may not be available. In the event that any writer
is unable to honor a put for financial reasons, the Fund would be a general
creditor (i.e., on a parity with all other unsecured creditors) of the writer.
Furthermore, particular provisions of the contract between the Fund and the
writer may excuse the writer from repurchasing the securities; for example, a
change in the published rating of the underlying municipal securities or any
similar event that has an adverse effect on the issuer's credit or a provision
in the contract that the put will not be exercised except in certain special
cases, for example, to maintain fund liquidity. The Fund could, however, at any
time sell the underlying security in the open market or wait until the security
matures, at which time it should realize the full par value of the security.

Municipal securities purchased subject to a put may be sold to third
persons at any time, even though the put is outstanding, but the put itself,
unless it is an integral part of the security as originally issued, may not be
marketable or otherwise assignable. Therefore, the put would have value only to
the Fund. Sale of the securities to third parties or lapse of time with the put
unexercised may terminate the right to put the securities. Prior to the
expiration of any put option, the Fund could seek to negotiate terms for the
extension of such an option. If such a renewal cannot be negotiated on terms
satisfactory to the Fund, the Fund could, of course, sell the security. The
maturity of the underlying security will generally be different from that of the
put. There will be no limit to the percentage of Fund securities that a Fund may
purchase subject to puts but the amount paid directly or indirectly for puts
which are not integral parts of a security as originally issued held in a Fund
will not exceed 1/2 of 1% of the value of the total assets of such Fund
calculated immediately after any such put is acquired.

For the purpose of determining the "maturity" of securities purchased
subject to an option to put, and for the purpose of determining the
dollar-weighted average maturity of a Fund including such securities, "maturity"
will be considered to be the first date on which the Fund has the right to
demand payment from the writer of the put although the final maturity of the
security is later than such date.

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OPTIONS

Each of the Stock Funds, the Boston 1784 Short-Term Income Fund and the
Boston 1784 Income Fund may, for hedging purposes and in order to generate
additional income, write call options on a covered basis. Each of the Tax-Exempt
Funds and the Boston 1784 U.S. Government Medium-Term Income Fund, may, for
hedging purposes only, write call options on a covered basis, and will not
engage in option writing strategies for speculative purposes.

A Fund may write covered call options from time to time on its assets
as determined by the Adviser or Advisers to such Fund to be appropriate in
seeking to achieve such Fund's investment objective, provided that the aggregate
value of such options may not exceed 10% of such Fund's net assets as of the
time such Fund enters into such options.

The purchaser of a call option has the right to buy, and the writer (in
this case a Fund) of a call option has the obligation to sell, an underlying
security at a specified exercise price during a specified option period. The
advantage to a Fund of writing covered calls is that the Fund receives a premium
for writing the call, which is additional income. However, if the security rises
in value and the call is exercised, the Fund may not participate fully in the
market appreciation of the security.

During the option period, a covered call option writer may be assigned
an exercise notice by the broker/dealer through whom such call option was sold,
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time at which the writer effects a closing purchase
transaction.

A closing purchase transaction is one in which a Fund, when obligated
as a writer of an option, terminates its obligation by purchasing an option of
the same series as the option previously written. A closing purchase transaction
cannot be effected with respect to an option once the Fund writing the option
has received an exercise notice for such option. Closing purchase transactions
will ordinarily be effected to realize a profit on an outstanding call option,
to prevent an underlying security from being called, to permit the sale of the
underlying security or to enable a Fund to write another call option on the
underlying security with either a different exercise price or different
expiration date or both. The Fund may realize a net gain or loss from a closing
purchase transaction depending upon whether the net amount of the original
premium received on the call option is more or less than the cost of effecting
the closing purchase transaction. Any loss incurred in a closing purchase
transaction may be partially or entirely offset by the premium received from a
sale of a different call option on the same underlying security. Such a loss may
also be wholly or partially offset by unrealized appreciation in the market
value of the underlying security. Conversely, a gain resulting from a closing
purchase transaction could be offset in whole or in part by a decline in the
market value of the underlying security.

If a call option expires unexercised, a Fund will realize a short-term
capital gain in the amount of the premium on the option, less the commission
paid. Such a gain, however, may be offset by depreciation in the market value of
the underlying security during the option period. If a call option is exercised,
the Fund will realize a gain or loss from the sale of the underlying security
equal to the difference between (a) the cost of the underlying security and (b)
the proceeds of the sale of the security, plus the amount of the premium on the
option, less the commission paid.

<PAGE>

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The market value of a call option generally reflects the market price
of the underlying security. Other principal factors affecting market value
include supply and demand, interest rates, the price volatility of the
underlying security and the time remaining until the expiration date.

Each Fund will write call options only on a covered basis, which means
that the Fund will own the underlying security subject to a call option at all
times during the option period. Unless a closing purchase transaction is
effected, the Fund would be required to continue to hold a security which it
might otherwise wish to sell, or deliver a security it would want to hold.
Options written by a Fund will normally have expiration dates between one and
nine months from the date written. The exercise price of a call option may be
below, equal to or above the current market value of the underlying security at
the time the option is written.

A Fund may also purchase put and call options. Put options are
purchased to hedge against a decline in the value of securities held in the
Fund's portfolio. If such a decline occurs, the put options will permit the Fund
to sell the securities underlying such options at the exercise price, or to
close out the options at a profit. The premium paid for a put or a call option
plus any transaction costs will reduce the benefit, if any, realized by the Fund
upon exercise of the option, and, unless the price of the underlying security
rises or declines sufficiently, the option may expire worthless to the Fund. In
addition, in the event that the price of the security in connection with which
an option was purchased moves in a direction favorable to the Fund, the benefits
realized by the Fund as a result of such favorable movement will be reduced by
the amount of the premium paid for the option and related transaction costs.

OPTIONS ON STOCK INDICES

The Stock Funds may engage in transactions involving options on stock
indices. A stock index assigns relative values to the common stocks included in
the index, and the index fluctuates with changes in the market values of the
underlying common stocks. The Funds will not engage in transactions in options
on stock indices for speculative purposes but only to protect appreciation
attained, to offset capital losses and to take advantage of the liquidity
available in the option markets. The aggregate premium paid on all options on
stock indices will not exceed 5% of a Fund's total assets.

Options on stock indices are similar to options on stocks but have
different delivery requirements. Stock options provide the right to take or make
delivery of the underlying stock at a specified price. A stock index option
gives the holder the right to receive a cash "exercise settlement amount" equal
to (i) the amount by which the fixed exercise price of the option exceeds (in
the case of a put) or is less than (in the case of a call) the closing value of
the underlying index on the date of exercise, multiplied by (ii) a fixed "index
multiplier." Receipt of this cash amount will depend upon the closing level of
the stock index upon which the option is based being greater than (in the case
of a call) or less than (in the case of a put) the exercise price of the option.
The amount of cash received will be equal to such difference between the closing
price of the index and exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in return for the
option premium received, to make delivery of this amount. Gain or loss to a Fund
on transactions in stock index options will depend on price movements in the
stock market generally (or in a particular industry or segment of the market)
rather than price movements of individual securities.

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As with stock options, a Fund may offset its position in stock index
options prior to expiration by entering into a closing transaction on an
exchange or it may let the option expire unexercised.

A stock index fluctuates with changes in the market values of the
stock included in the index. Some stock index options are based on a broad
market index such as the Standard & Poor's 500 or the New York Stock Exchange
Composite Index, or a narrower market index such as the Standard & Poor's 100.
Indices are also based on an industry or market segment such as the AMEX Oil and
Gas Index or the Computer and Business Equipment Index. Options on stock indices
are currently traded on the following exchanges, among others: The Chicago Board
Options Exchange, New York Stock Exchange and American Stock Exchange.

A Fund's ability to hedge effectively all or a portion of its
securities through transactions in options on stock indices depends on the
degree to which price movements in the underlying index correlate with price
movements in the securities held by the Fund. Since the Fund will not duplicate
all of the components of an index, the correlation will not be exact.
Consequently, the Fund bears the risk that the prices of the securities being
hedged will not move in the same amount as the hedging instrument. It is also
possible that there may be a negative correlation between the index or other
securities underlying the hedging instrument and the hedged securities which
would result in a loss on both such securities and the hedging instrument.

Positions in stock index options may be closed out only on an
exchange which provides a secondary market. There can be no assurance that a
liquid secondary market will exist for any particular stock index option. Thus,
it may not be possible to close such an option. The inability to close options
positions could have an adverse impact on a Fund's ability to effectively hedge
its securities. The Fund will enter into an option position only if there
appears to the Adviser or the Advisers of such Fund, at the time of investment,
to be a liquid secondary market for such options.

FUTURES CONTRACTS

Subject to applicable laws, each of the Funds may enter into bond and
interest rate futures contracts. The Funds intend to use futures contracts only
for bona fide hedging purposes. Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of a specified
security at a specified future time and at a specified price. A "sale" of a
futures contract entails a contractual obligation to deliver the underlying
securities called for by the contract, and a "purchase" of a futures contract
entails a contractual obligation to acquire such securities, in each case in
accordance with the terms of the contract. Futures contracts must be executed
through a futures commission merchant, or brokerage firm, which is a member of
an appropriate exchange designated as a "contract market" by the Commodity
Futures Trading Commission ("CFTC").

When a Fund purchases or sells a futures contract, the Trust must
allocate assets of that Fund as an initial deposit on the contract. The initial
deposit may be as low as approximately 5% or less of the value of the contract.
The futures contract is marked to market daily thereafter and the Fund may be
required to pay or entitled to receive additional "variation margin", based on
decrease or increase in the value of the futures contract.

Futures contracts call for the actual delivery or acquisition of
securities, or in the case of futures contracts based on indices, the making or
acceptance of a cash settlement at a specified future time; however, the
contractual obligation is usually fulfilled before the date

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specified in the contract by closing out the futures contract position through
the purchase or sale, on a commodities exchange, of an identical futures
contract. Positions in futures contracts may be closed out only if a liquid
secondary market for such contract is available, and there can be no assurance
that such a liquid secondary market will exist for any particular futures
contract.

A Fund's ability to hedge effectively through transactions in futures
contracts depends on, among other factors, its Adviser's or Advisers', as
applicable, judgment as to the expected price movements in the securities
underlying the futures contracts. In addition, it is possible in some
circumstances that a Fund would have to sell securities from its portfolio to
meet "variation margin" requirements at a time when it may be disadvantageous to
do so.

OPTIONS ON FUTURES CONTRACTS

The Funds may also, subject to any applicable laws, purchase and write
options on futures contracts for hedging purposes only. The holder of a call
option on a futures contract has the right to purchase the futures contract, and
the holder of a put option on a futures contract has the right to sell the
futures contract, in either case at a fixed exercise price up to a stated
expiration date or, in the case of certain options, on a stated date. Options on
futures contracts, like futures contracts, are traded on contract markets.

The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities deliverable on exercise
of the futures contract. A Fund will receive an option premium when it writes
the call, and, if the price of the futures contract at expiration of the option
is below the option exercise price, the Fund will retain the full amount of this
option premium, which provides a partial hedge against any decline that may have
occurred in the Fund's portfolio holdings. Similarly, the writing of a put
option on a futures contract constitutes a partial hedge against increasing
prices of the securities deliverable upon exercise of the futures contract. If a
Fund writes an option on a futures contract and that option is exercised, the
Fund may incur a loss, which loss will be reduced by the amount of the option
premium received, less related transaction costs. A Fund's ability to hedge
effectively through transactions in options on futures contracts depends on,
among other factors, the degree of correlation between changes in the value of
securities held by the Fund and changes in the value of its futures positions.
This correlation cannot be expected to be exact, and the Fund bears a risk that
the value of the futures contract being hedged will not move in the same amount,
or even in the same direction, as the hedging instrument. Thus it may be
possible for a Fund to incur a loss on both the hedging instrument and the
futures contract being hedged.

The ability of a Fund to engage in options and futures strategies
depends also upon the availability of a liquid market for such instruments;
there can be no assurance that such a liquid market will exist for such
instruments.

FOREIGN SECURITIES

As provided in the Prospectuses, each of the Funds may invest in
certain obligations or securities of foreign issuers. The Boston 1784
International Equity Fund intends to invest a substantial portion of its assets
in securities and obligations of foreign issuers. Permissible investments
include obligations of foreign branches of U.S. banks and of foreign banks,
including certificates of deposit and time deposits (including Eurodollar time
deposits).

Investing in securities issued by companies whose principal business
activities are outside the United States may involve significant risks not
present in domestic investments.

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For example, the value of securities denominated in foreign currencies and of
dividends and interest paid with respect to such securities, will fluctuate
based on the relative strength of the U.S. dollar. In addition, there is
generally less publicly available information about foreign companies,
particularly those not subject to the disclosure and reporting requirements of
the U.S. securities laws. Foreign issuers are generally not bound by uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to domestic issuers. Investments in foreign securities also involve
the risk of possible adverse changes in investment or exchange control
regulations, expropriation or confiscatory taxation, limitation on the removal
of funds or other assets of a Fund, political or financial instability or
diplomatic and other developments which would affect such investments. Further,
economies of particular countries or areas of the world may differ favorably or
unfavorably from the economy of the U.S.

It is anticipated that in most cases the best available market for
foreign securities would be on exchanges or in over-the-counter markets located
outside the U.S. Foreign stock markets, while growing in volume and
sophistication, are generally not as developed as those in the U.S., and
securities of some foreign issuers (particularly those located in developing
countries) may be less liquid and more volatile than securities of comparable
U.S. companies. Foreign security trading practices, including those involving
securities settlement where a Fund's assets may be released prior to receipt of
payment, may expose a Fund to increased risk in the event of a failed trade or
the insolvency of a foreign broker-dealer. In addition, foreign brokerage
commissions are generally higher than commissions on securities traded in the
U.S. and may be non-negotiable. In general, there is less overall governmental
supervision and regulation of foreign securities exchanges, brokers and listed
companies than in the U.S.

The current policy of the Boston 1784 International Equity Fund is not
to invest more than 10% of its assets in investment companies and investment
trusts which primarily hold foreign securities except that the Fund may invest
all of its investable assets in a Qualifying Portfolio (as defined below).
Investments in such entities may entail the risk that the market value of such
investments may be substantially less than their net asset value and that there
would be duplication of investment management and other fees and expenses.

American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs"), Global Depositary Receipts ("GDRs") and other forms of depositary
receipts for securities of foreign issuers provide an alternative method for a
Fund to make foreign investments. These securities are not denominated in the
same currency as the securities into which they may be converted. Generally,
ADRs, in registered form, are designed for use in U.S. securities markets and
EDRs and GDRs, in bearer form, are designed for use in European and global
securities markets. ADRs are receipts typically issued by a U.S. bank or trust
company evidencing ownership of the underlying securities. EDRs and GDRs are
European and global receipts evidencing a similar arrangement.

A Fund may invest in foreign securities that impose restrictions on
transfer within the United States or to United States persons. Although
securities subject to such transfer restrictions may be marketable abroad, they
may be less liquid than foreign securities of the same class that are not
subject to such restrictions.

Foreign issuers of securities or obligations are often subject to
accounting treatment and engage in business practices different from those
respecting domestic issuers of similar securities or obligations. Foreign
branches of U.S. banks and foreign banks may be subject to less stringent
reserve requirements than those applicable to domestic branches of U.S. banks.

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The Stock Funds, Boston 1784 Income Fund and Boston 1784 Short-Term
Income Fund may invest in securities issued by entities based in developing
countries throughout the world. All of the risks of investing in securities of
foreign issuers are heightened for securities of issuers in developing
countries. Such investments may also entail higher custodial fees and sales
commissions than domestic investments.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

Since investments in foreign companies usually involve currencies of
foreign countries, the value of the assets of a Fund with investments in foreign
companies as measured in U.S. dollars may be affected favorably or unfavorably
by changes in foreign currency exchange rates and exchange control regulations.
Although such Fund's assets are valued daily in terms of U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. A Fund may conduct its foreign currency exchange transactions
on a spot basis or for settlement on a future date (i.e., a "forward foreign
currency" contract or "forward" contract). A Fund may convert currency on a spot
basis from time to time, and investors should be aware of the costs of currency
conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the "spread")
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer. The Funds do not currently intend to speculate in
foreign currency exchange rates or forward contracts.

A forward contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract, agreed upon by the parties at a price set at the time
of the contract. These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no fees
or commissions are charged at any stage for trades.

When a Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may desire to "lock in" the U.S.
dollar price of the security. By entering into a forward contract for the
purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign
currency involved in the underlying security transaction, a Fund will be able to
protect itself against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the subject foreign currency during the
period between the date the security is purchased or sold and the date on which
payment is made or received.

When the Adviser or each of the Advisers to a Fund believes that the
currency of a particular foreign country may suffer a substantial decline
against the U.S. dollar, the Fund may enter into a forward contract to sell, for
a fixed amount of U.S. dollars, the amount of foreign currency approximating the
value of some or all of the Fund's securities denominated in such foreign
currency. The precise matching of the forward contract amounts and the value of
the securities involved is not generally possible since the future value of such
securities in foreign currencies changes as a consequence of market movements in
the value of those securities between the date the forward contract is entered
into and the date it matures. The projection of a short-term hedging strategy is
highly uncertain. A Fund does not enter into such forward contracts or maintain
a net exposure to such contracts where the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Fund's securities or other assets denominated in the

<PAGE>

-17-

applicable currency. Under normal circumstances, consideration of the prospect
for currency parities is incorporated in the longer term investment decisions
made with regard to overall diversification strategies. However, each Adviser to
such Funds believes that it is important to have the flexibility to enter into
such forward contracts when it determines that the best interests of such Funds
will be served.

A Fund generally does not enter into a forward contract with a term
greater than one year. At the maturity of a forward contract, the Fund either
sells the security and makes delivery of the foreign currency, or it retains the
security and terminates its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency.

If a Fund retains the security and engages in an offsetting
transaction, the Fund incurs a gain or loss (as described below) to the extent
that there has been movement in forward contract prices. If the Fund engages in
an offsetting transaction, it may subsequently enter into a new forward contract
to sell the foreign currency. Should forward prices decline during the period
between the date the Fund enters into a forward contract for the sale of the
foreign currency and the date it enters into an offsetting contract for the
purchase of foreign currency, the Fund will realize a gain to the extent the
price of the currency it has agreed to sell exceeds the price of the currency it
has agreed to purchase. Should forward prices increase, the Fund will suffer a
loss to the extent that the price of the currency it has agreed to purchase
exceeds the price of the currency it has agreed to sell.

It is impossible to forecast with precision the market value of Fund
securities at the expiration of the contract. Accordingly, it may be necessary
for the Fund to purchase additional foreign currency for the Fund on the spot
market (and cause the Fund to bear the expense of such purchase) if the market
value of the security is less than the amount of foreign currency the Fund is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the security
if its market value exceeds the amount of foreign currency the Fund is obligated
to deliver.

The Funds' dealings in foreign currency contracts are limited to the
transactions described above. Of course, no Fund is required to enter into such
transactions with regard to the Fund's foreign currency-denominated securities
and will not do so unless deemed appropriate by the Adviser or Advisers to such
Fund. It should also be realized that this method of protecting the value of a
Fund's securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. Additionally,
although such contracts tend to minimize the risk of loss due to a decline in
the value of the hedged currency, they also tend to limit any potential gain
which might result should the value of such currency increase.

WHEN-ISSUED SECURITIES

Each Fund may invest in securities on a when-issued basis, in which
case delivery and payment normally take place beyond conventional settlement
time after the date of commitment to purchase. The Funds will make commitments
to purchase obligations on a when-issued basis only with the intention of
actually acquiring the securities, but may sell them before the settlement date.
The when-issued securities are subject to market fluctuation, and no interest
accrues on the security to the purchaser during this period. The payment
obligation and the interest rate that will be received on the securities are
each fixed at the time the purchaser enters into the commitment. Purchasing
obligations on a when-

<PAGE>

18-

issued basis is a form of leveraging and can involve a risk that the yields
available in the market when the delivery takes place may actually be higher
than those obtained in the transaction itself. In that case there could be an
unrealized loss at the time of delivery.

While awaiting delivery of securities purchased on a when-issued basis,
a Fund will establish a segregated account consisting of cash, short-term money
market instruments or high quality debt securities (for the Boston 1784
Institutional U.S. Treasury Money Market Fund and Boston 1784 U.S. Treasury
Money Market Fund, cash and U.S. Government securities) equal to the amount of
the commitments to purchase securities on such basis. If the value of these
assets declines, the Fund will place additional assets of the type described in
the preceding sentence in the account on a daily basis so that the value of the
assets in the account is equal to the amount of such commitments.

RESTRICTED SECURITIES

Restricted securities are securities that may not be sold to the public
without registration under the Securities Act of 1933 (the "1933 Act") absent an
exemption from registration. Each Stock Fund and each Bond Fund may invest up to
20% of its total assets in restricted securities provided it is determined by
the Adviser or Advisers to that Fund that at the time of investment such
securities are not illiquid (generally, an illiquid security is one that cannot
be disposed of within seven days in the ordinary course of business at its full
value), based on guidelines which are the responsibility of and are periodically
reviewed by the Board of Trustees. Under these guidelines, the Adviser or
Advisers will consider the frequency of trades and quotes for the security, the
number of dealers in, and potential purchasers for, the securities, dealer
undertakings to make a market in the security, and the nature of the security
and of the marketplace trades. In purchasing such restricted securities, the
intention of the Adviser or Advisers is to rely upon the exemption from
registration provided by Rule 144A promulgated under the 1933 Act. Restricted
securities not determined to be liquid may be purchased subject to each Fund's
limitation on all illiquid securities (15% of net assets for each Stock, Bond
and Tax-Exempt Fund and 10% for each Money Market Fund).

SECURITIES LENDING

Each Fund may lend securities pursuant to agreements requiring that the
loans be continuously secured by cash, securities of the U.S. government or its
agencies, or any combination of cash and such securities, as collateral equal to
100% of the market value at all times of the securities lent. Such loans will
not be made if, as a result, the aggregate amount of all outstanding securities
loans for the Fund exceed one-third of a Fund's total assets. A Fund will
continue to receive interest on the securities lent while simultaneously earning
interest on the investment of the cash collateral in U.S. government securities.
However, a Fund will normally pay lending fees to such broker-dealers and
related expenses from the interest earned on invested collateral. There may be
risks of delay in receiving additional collateral or risks of delay in recovery
of the securities or even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans are made only to borrowers
deemed by the Adviser or Advisers to a Fund to be of good standing and when, in
the judgment of the Adviser or Advisers, the consideration which can be earned
currently from such securities loans justifies the attendant risk. Any loan may
be terminated by either party upon reasonable notice to the other party. A Fund
may use the Distributor or a broker/dealer affiliate of an Adviser as a broker
in these transactions.

<PAGE>

-19-

OTHER INVESTMENTS

The Funds (other than the Boston 1784 Institutional U.S. Treasury Money
Market Fund and the Boston 1784 U.S. Treasury Money Market Fund) are not
prohibited from investing in obligations of banks which are clients of SEI
Investments Company ("SEI"). However, the purchase of shares of the Funds by
such banks or by their customers will not be a consideration in determining
which bank obligations the Funds will purchase.

4. INVESTMENT RESTRICTIONS

FUNDAMENTAL POLICIES

The following are fundamental policies of each of the Funds and may not
be changed with respect to any Fund without approval by holders of a majority of
the outstanding voting securities of that Fund, which as used in this Statement
of Additional Information means the vote of the lesser of (i) 67% or more of the
outstanding voting securities of the Fund present at a meeting at which the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding voting
securities of the Fund. The term "voting securities" as used in this paragraph
has the same meaning as in the Investment Company Act of 1940, as amended (the
"1940 Act").

1. A Fund may not purchase any securities which would cause more than 25% of
the total assets of the Fund to be invested in the securities of one or
more issuers conducting their principal business activities in the same
industry. This limitation does not apply to investments in obligations
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities and repurchase agreements involving such securities and,
for each of the Money Market Funds, to investments in obligations issued by
domestic banks, foreign branches of domestic banks and U.S. branches of
foreign banks, to the extent that a Fund may under the 1940 Act, reserve
freedom of action to concentrate its investments in such securities, and in
the case of the Boston 1784 Tax-Free Money Market Fund, tax-exempt
securities issued by governments or political subdivisions of governments.
Each of the Money Market Funds has reserved its freedom of action to
concentrate its investments in government securities and bank instruments
described in the foregoing sentence. This limitation also does not apply to
an investment of all of the investable assets of each of the Boston 1784
Prime Money Market Fund, Boston 1784 International Equity Fund, Boston 1784
Growth Fund, Boston 1784 Large Cap Equity Fund, Boston 1784 Small Cap
Equity Fund and Boston 1784 Florida Tax-Exempt Income Fund in a
diversified, open-end management investment company having the same
investment objective and policies and substantially the same investment
restrictions as those applicable to such Fund (in each case, a "Qualifying
Portfolio"). For purposes of this limitation, (i) utility companies will be
divided according to their services; for example, gas, gas transmission,
electric and telephone will each be considered a separate industry; (ii)
financial service companies will be classified according to the end users
of their services; for example, automobile finance, bank finance and
diversified finance will each be considered a separate industry; (iii)
supranational entities will be considered to be a separate industry; and
(iv) loan participations are considered to be issued by both the issuing
bank and the underlying corporate borrower.

2. A Fund may not make loans, except that a Fund may (a) purchase or hold debt
instruments in accordance with its investment objective and policies; (b)
enter into

<PAGE>

20-

repurchase agreements; and (c) engage in securities lending as described in
the Prospectuses and in this Statement of Additional Information.

3. A Fund may not acquire more than 10% of the voting securities of any one
issuer (except securities issued or guaranteed by the United States, its
agencies or instrumentalities and repurchase agreements involving such
securities) or invest more than 5% of the total assets of the Fund in the
securities of an issuer (except securities issued or guaranteed by the
United States, its agencies or instrumentalities and repurchase agreements
involving such securities); provided, that (a) the foregoing limitation
shall not apply to the Boston 1784 Massachusetts Tax-Exempt Income Fund,
Boston 1784 Connecticut Tax-Exempt Income Fund, Boston 1784 Rhode Island
Tax-Exempt Income Fund or Boston 1784 Florida Tax-Exempt Income Fund; (b)
the foregoing limitation shall not apply to 25% of the total assets of each
of the Stock Funds, Bond Funds, Boston 1784 Tax-Exempt Medium-Term Income
Fund, Boston 1784 Tax-Free Money Market Fund or Boston 1784 Prime Money
Market Fund; and (c) the foregoing limitation does not apply to an
investment of all of the investable assets of the Boston 1784 Prime Money
Market Fund, Boston 1784 International Equity Fund, Boston 1784 Growth
Fund, Boston 1784 Large Cap Equity Fund, Boston 1784 Small Cap Equity Fund
or Boston 1784 Florida Tax-Exempt Income Fund in a Qualifying Portfolio.

4. A Fund may not invest in companies for the purpose of exercising control.

5. A Fund may not borrow, except that a Fund may borrow money from banks and
may enter into reverse repurchase agreements, in either case in an amount
not to exceed 33-1/3% of that Fund's total assets and then only as a
temporary measure for extraordinary or emergency purposes (which may
include the need to meet shareholder redemption requests). This borrowing
provision is included solely to facilitate the orderly sale of Fund
securities to accommodate heavy redemption requests if they should occur
and is not for investment purposes. A Fund will not purchase any securities
for its portfolio at any time at which its borrowings equal or exceed 5% of
its total assets (taken at market value), and any interest paid on such
borrowings will reduce income.

6. In the case of the Boston 1784 Asset Allocation Fund, Boston 1784 Growth
and Income Fund, Money Market Funds (other than the Boston 1784 Prime Money
Market Fund), Boston 1784 U.S. Government Medium-Term Income Fund, Boston
1784 Tax-Exempt Medium-Term Income Fund and Boston 1784 Massachusetts
Tax-Exempt Income Fund, pledge, mortgage or hypothecate assets except to
secure temporary borrowings permitted by (5) above in aggregate amounts not
to exceed 10% of total assets taken at current value at the time of the
incurrence of such loan, except as permitted with respect to securities
lending.

7. A Fund may not purchase or sell real estate, including real estate limited
partnership interests, commodities and commodities contracts, but excluding
interests in a pool of securities that are secured by interests in real
estate. However, subject to its permitted investments, any Fund may invest
in companies which invest in real estate commodities or commodities
contracts. Each of the Funds may invest in futures contracts and options
thereon to the extent described in the Prospectuses and elsewhere in this
Statement of Additional Information.

<PAGE>

-21-

8. A Fund may not make short sales of securities, maintain a short position or
purchase securities on margin, except that the Trust may obtain short-term
credits as necessary for the clearance of security transactions.

9. A Fund may not act as an underwriter of securities of other issuers, except
as it may be deemed an underwriter under federal securities laws in selling
a security held by the Fund.

10. A Fund may not purchase securities of other investment companies except as
permitted by the 1940 Act and the rules and regulations thereunder. Under
these rules and regulations, each of the Funds is prohibited from acquiring
the securities of other investment companies if, as a result of such
acquisition, (a) such Fund owns more than 3% of the total voting stock of
the company; (b) securities issued by any one investment company represent
more than 5% of the total assets of such Fund; or (c) securities (other
than treasury stock) issued by all investment companies represent more than
10% of the total assets of such Fund, provided, that with respect to the
Boston 1784 Prime Money Market Fund, Boston 1784 International Equity Fund,
Boston 1784 Growth Fund, Boston 1784 Large Cap Equity Fund, Boston 1784
Small Cap Equity Fund and Boston 1784 Florida Tax-Exempt Income Fund, the
limitations do not apply to an investment of all of the investable assets
of such Fund in a Qualifying Portfolio. These investment companies
typically incur fees that are separate from those fees incurred directly by
a Fund. A Fund's purchase of such investment company securities results in
the layering of expenses, such that shareholders would indirectly bear a
proportionate share of the operating expenses of such investment companies,
including advisory fees.

It is the position of the Securities and Exchange Commission's Staff that
certain non-governmental issuers of CMOs and REMICs constitute investment
companies pursuant to the 1940 Act and either (a) investments in such
instruments are subject to the limitations set forth above or (b) the
issuers of such instruments have received orders from the Securities and
Exchange Commission exempting such instruments from the definition of
investment company.

11. A Fund may not issue senior securities (as defined in the 1940 Act) except
in connection with permitted borrowings as described above or as permitted
by rule, regulation or order of the Securities and Exchange Commission.

12. A Fund may not write or purchase puts, calls, or other options or
combinations thereof, except that each Fund may write covered call options
with respect to any or all of the securities it holds, subject to any
limitations described in the Prospectuses or elsewhere in this Statement of
Additional Information and each Fund may purchase and sell other options as
described in the Prospectuses.

NON-FUNDAMENTAL POLICIES

The following policies are not fundamental and may be changed with
respect to any Fund without approval by the shareholders of that Fund:

No Fund may invest in warrants, except that (i) each of the Stock Funds
may invest in warrants in an amount not exceeding 5% of the Fund's net assets as
valued at the lower of cost or market value; included in these amounts, but not
to exceed 2% of the Fund's net assets, may be warrants not listed on the New
York Stock Exchange or American Stock Exchange; and (ii) the Boston 1784
Short-Term Income Fund and Boston 1784 Income Fund

<PAGE>

-22-

may each invest in warrants in an amount not exceeding 2% of its net assets;
this limitation does not apply to warrants acquired in units or attached to
securities. Such warrants may not be listed on the New York Stock Exchange or
American Stock Exchange.

No Fund may invest in illiquid securities in an amount exceeding, in
the aggregate, 15% of that Fund's net assets (10% for Money Market Funds),
provided that this limitation does not apply to an investment of all of the
investable assets of the Boston 1784 Prime Money Market Fund, Boston 1784
International Equity Fund, Boston 1784 Growth Fund, Boston 1784 Large Cap Equity
Fund, Boston 1784 Small Cap Equity Fund or Boston 1784 Florida Tax-Exempt Income
Fund in a Qualifying Portfolio. The foregoing limitation does not apply to
restricted securities, including those issued pursuant to Rule 144A under the
1933 Act, if it is determined by or under procedures established by the Board of
Trustees of the Trust that, based on trading markets for the specific restricted
security in question, such security is not illiquid.

No Fund may purchase or retain securities of an issuer if, to the
knowledge of the Trust, an officer, trustee, partner or director of the Trust or
any investment adviser of the Trust owns beneficially more than 1/2 of 1% of the
shares or securities of such issuer and all such officers, trustees, partners
and directors owning more than 1/2 of 1% of such shares or securities together
own more than 5% of such shares or securities.

No Fund may invest in interests in oil, gas or other mineral
exploration or development programs. No Fund may invest in oil, gas or mineral
leases.

No Fund may purchase securities of any company which has (with
predecessors) a record of less than 3 years continuing operations if as a result
more than 5% of total assets (taken at fair market value) of the Fund would be
invested in such securities, except that the foregoing limitation shall not
apply to (a) obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; (b) municipal securities which are rated by at
least one nationally-recognized bond rating service; or (c) an investment of all
of the investable assets of the Boston 1784 Prime Money Market Fund, Boston 1784
International Equity Fund, Boston 1784 Growth Fund, Boston 1784 Large Cap Equity
Fund, Boston 1784 Small Cap Equity Fund or Boston 1784 Florida Tax-Exempt Income
Fund in a Qualifying Portfolio.

The foregoing percentages will apply at the time of the purchase of a
security and shall not be considered violated unless an excess occurs or exists
immediately after and as a result of a purchase of such security.

5. MANAGEMENT

TRUSTEES AND OFFICERS OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees
under the laws of the Commonwealth of Massachusetts. The Trustees and executive
officers of the Trust and their principal occupations for the last five years
are set forth below. Their titles may have varied during the period. An asterisk
indicates a Trustee who may be deemed to be an "interested person" (as defined
in the 1940 Act) of the Trust.

DAVID H. CARTER - Trustee - 224 Polpis Road, Nantucket, Massachusetts 02554
(date of birth March 21, 1933). Main Board Director, Touche Remnant & Co.
(investment advisor), 1982-1988; Managing Director, Bearbull (UK) Ltd., London
(investment advisor), 1988-January 1993.

<PAGE>

-23

TARRANT CUTLER - Trustee - 5 Masconomo Street, Manchester, Massachusetts 01944
(date of birth June 12, 1926). Senior Executive Vice President, Massachusetts
Financial Services Company, retired in 1991.

KENNETH A. FROOT - Trustee - Harvard University Graduate School of Business,
Boston, Massachusetts 02163 (date of birth July 5, 1957). The Industrial Bank of
Japan Professor of Finance and Director of Research, Harvard University Graduate
School of Business, since 1993; Thomas Henry Carroll-Ford Visiting Professor of
Business Administration, Harvard University Graduate School of Business,
1991-1993; Associate Professor of Management with Tenure, Sloan School of
Management, Massachusetts Institute of Technology, 1991-May 1992; Ford
International Development Chair, Sloan School, 1987-1990; Research Associate,
National Bureau of Economic Research, 1990-present.

SARA L. JOHNSON - Trustee - 30 Eaton Court, Wellesley Hills, Massachusetts (date
of birth November 16, 1951). Chief Regional Economist (since 1995) and principal
(since 1992), Director of Regional Forecasting, Managing Economist for Regional
Information Group's Eastern Regions (1988-1991) and Senior Economist, U.S.
Economic Service (1983-1988), DRI/McGraw Hill; formerly, Trustee of BayFunds.

KATHRYN F. MUNCIL - Trustee - c/o Fort William Henry Corporation, Canada Street,
Lake George, New York 12845 (date of birth November 30, 1958). Chief Financial
Officer, Fort William Henry Corporation, since 1993; Treasurer, Spaulding
Investment Company (property management), 1985-1993.

*ROBERT A. NESHER - Trustee, President & Chief Executive Officer- 1 Freedom
Valley Road, Oaks, Pennsylvania 19456 (date of birth August 17, 1946). Retired
since 1994. Director and Executive Vice President of SEI 1986 to July, 1994.
Director and Executive Vice President of the Administrator and Distributor 1981
to July, 1994.

ALVIN J. SILK - Trustee - Graduate School of Business Administration, Harvard
University, Soldiers Field Road, Boston, Massachusetts (date of birth December
31, 1935). Co-Chairman, Marketing Area and Lincoln Filene Professor of Business
Administration, Graduate School of Business Administration, Harvard University
(1988-present); formerly, Trustee of BayFunds; formerly, Erwin H. Schell
Professor of Management, Sloan School of Management, Massachusetts Institute of
Technology; formerly, Director, BayBank Systems, Inc.; Trustee, Marketing
Science Institute; Director, Reed and Barton, Inc.

MARC H. CAHN - Vice President and Assistant Secretary - 1 Freedom Valley Road,
Oaks, Pennsylvania 19456 (date of birth June 19, 1957). Vice President and
Assistant Secretary of SEI, the Administrator and the Distributor since May,
1996. Associate General Counsel, Barclays Bank plc (May 1995-May 1996). ERISA
counsel, First Fidelity Bancorporation (1994-1995). Associate, Morgan, Lewis &
Bockius (1989-1994).

TODD CIPPERMAN - Vice President and Assistant Secretary - 1 Freedom Valley Road,
Oaks, Pennsylvania 19456 (date of birth February 14, 1966). Vice President and
Assistant Secretary of SEI, the Administrator and the Distributor since 1995.
Associate, Dewey Ballantine (law firm)(1994-1995). Associate, Winston & Strawn
(law firm) (1991-1994).

ROGER P. JOSEPH - Secretary - 150 Federal Street, Boston, Massachusetts 02110
(date of birth October 3, 1951). Partner, Bingham, Dana & Gould LLP, counsel to
the Trust, since 1983.

<PAGE>

-24

DAVID G. LEE - Senior Vice President & Assistant Secretary - 1 Freedom Valley
Road, Oaks, Pennsylvania 19456 (date of birth April 16, 1952). Senior Vice
President of the Administrator and the Distributor since 1993. Vice President of
the Administrator and the Distributor from 1991 to 1993. President of GW Sierra
Trust Funds before 1991.

STEPHEN G. MEYER - Controller - 1 Freedom Valley Road, Oaks, Pennsylvania 19456.
Vice President and Controller, Chief Accounting Officer of SEI since 1992 (date
of birth July 12, 1965). Senior Associate, Coopers & Lybrand L.L.P. from 1990 to
1992. Internal Audit, Vanguard Group of Investments prior to 1990.

BARBARA A. NUGENT - Vice President and Assistant Secretary - 1 Freedom Valley
Road, Oaks, Pennsylvania 19456 (date of birth June 18, 1956). Vice President and
Secretary of SEI, the Administrator and Distributor since April 1996. Associate,
Drinker, Biddle & Reath (law firm) (1994-1996). Assistant Vice
President/Administration of Delaware Service Company, Inc. (1992-1993).
Assistant Vice President-Operations Delaware Service Company, Inc. (1988-1992).

SANDRA K. ORLOW - Vice President, Assistant Secretary - 1 Freedom Valley Road,
Oaks, Pennsylvania 19456 (date of birth October 18, 1953). Vice President and
Assistant Secretary of the Administrator and Distributor since 1983.

KEVIN P. ROBINS - Vice President & Assistant Secretary - 1 Freedom Valley Road,
Oaks, Pennsylvania 19456 (date of birth April 15, 1961). Senior Vice President
of SEI, the Administrator and the Distributor, since 1994. Vice President of
SEI, the Administrator and the Distributor, from 1991 to 1994. Vice President of
SEI, the Administrator and the Distributor, from 1992 to 1994. Associate,
Morgan, Lewis & Bockius (law firm) prior to 1992.

KATHRYN L. STANTON - Vice President, Assistant Secretary - 1 Freedom Valley
Road, Oaks, Pennsylvania 19456 (date of birth November 18, 1958). Vice President
and Assistant Secretary of SEI, the Administrator and the Distributor, since
1994. Associate, Morgan, Lewis & Bockius (law firm) 1989-1994.

The following table sets forth certain information regarding the compensation of
the Trust's Trustees for the fiscal year ended May 31, 1997. The Officers of the
Trust receive no compensation from the Trust for serving in such capacity.

<PAGE>

-25-
<TABLE>
<CAPTION>

Compensation Table
<S> <C> <C> <C> <C>
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual from the Trust and
Compensation from Accrued as Part of Benefits Upon the Funds Paid to
Name of Trustee the Trust Fund Expenses Retirement Trustee

</TABLE>

David H. Carter
Tarrant Cutler [To be added by
Kenneth A. Froot amendment.]
Sara L. Johnson
Kathryn F. Muncil
Robert A. Nesher
Alvin J. Silk\^\

The Trustees and officers of the Trust own, in the aggregate, less than
1% of the outstanding shares of the Trust. The Trust pays the fees for
unaffiliated Trustees. Compensation of officers and Trustees of the Trust who
are employed by the Administrator is paid by the Administrator.

As of September 1, 1997, the following persons owned of record or
beneficially 5% or more of the outstanding shares of the following Funds:

[To be added by amendment.]

The Trust believes that BankBoston possessed, on behalf of its underlying
accounts, voting or investment power with respect to a majority of such shares.

THE ADVISERS

The Trust has entered into separate advisory agreements (each, an
"Advisory Agreement") with BankBoston and, for the Boston 1784 International
Equity Fund, with Kleinwort Benson Investment Management Americas Inc.
("Kleinwort Benson"). The Advisory Agreement with BankBoston for the Funds other
than the Boston 1784 International Equity Fund is dated as of June 1, 1993 and
the Advisory Agreement with BankBoston for the Boston 1784 International Equity
Fund is dated as of November 28, 1994. The Advisory Agreement with Kleinwort
Benson for the Boston 1784 International Equity Fund is dated as of October 27,
1995. BankBoston and Kleinwort Benson are referred to in this Statement of
Additional Information, collectively, as the "Advisers" and each, individually,
as an "Adviser." The Prospectuses contain a description of the fees payable to
the Advisers for services rendered to the Funds under the applicable Advisory
Agreements.

For the fiscal years ended May 31, 1994, 1995, 1996 and 1997, the Trust
paid the following fees (after fee waivers) on behalf of the Funds:

<PAGE>

-26-
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------
BankBoston BankBoston BankBoston BankBoston
Investment Investment Investment Investment
Fund Advisory Fees Advisory Fees Advisory Fees Advisory Fees
1994 1995 1996 1997
- ------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Boston 1784 Tax-Free Money Market Fund $ 1,471,000 $1,996,000 [To be added
$ 0 by amendment]
Boston 1784 Prime Money Market Fund N/A(1) N/A(1) 6,700(1)
(2)
Boston 1784 U.S. Treasury Money Market Fund 0 69,000 276,000
Boston 1784 Institutional U.S. Treasury 0 85,000 651,000
Money Market Fund
Boston 1784 Tax-Exempt Medium-Term Income 0 602,000 1,116,000
Fund
Boston 1784 Massachusetts Tax-Exempt Fund 0 363,000 548,000
Boston 1784 Rhode Island Tax-Exempt Income N/A 77,000 208,000
Fund
Boston 1784 Connecticut Tax-Exempt N/A 138,000 418,000
Income Fund
Boston 1784 Florida Tax-Exempt Income Fund N/A N/A N/A
Boston 1784 U.S. Government Medium-Term 0 679,000 906,000
Income Fund
Boston 1784 Short-Term Income Fund N/A 86,000 348,000
Boston 1784 Income Fund N/A 521,000 1,257,000
Boston 1784 Asset Allocation Fund 0 23,000 90,000
Boston 1784 Growth and Income Fund 12,000 1,393,000 1,997,000
Boston 1784 Growth Fund N/A N/A 0
Boston 1784 International Equity Fund N/A 0 636,000
- ------------------------------------------------------------------------------------------------------------------------
$12,000 $ 5,707,000 $10,453,700
Total
- ------------------------------------------------------------------------------------------------------------------------
<FN>
(1) The Prime Money Market Fund is the successor of a reorganization with of
the BayFunds Money Market Portfolio. The BayFunds Money Market Portfolio
was a portfolio of BayFunds, an open-end investment company registered
under the Investment Company Act of 1940, as amended, and reorganized with
the Prime Money Market Fund on December 9, 1996. Prior to the
reorganization, BayBank, N.A. was the investment adviser of the BayFunds
Money Market Portfolio. For its fiscal years ended December 31, 1994, 1995
and 1996, respectively, the Fund paid investment advisory fees of $732,016,
$869,240 and $837,000 (of which $6,700 was paid to BankBoston following the
reorganization with the BayFunds Money Market Portfolio).

</FN>

<PAGE>

-27-

<FN>
(2) The Prime Money Market Fund changed its fiscal year from December 31 to May
31. Reflects investment advisory fees paid by the Fund from January 1, 1997
to May 31, 1997.
</FN>
</TABLE>

The foregoing table does not reflect contributions to the Funds made by
BankBoston in order to assist the Funds in maintaining competitive expense
ratios.

For the fiscal year ended May 31, 1995, the Trust paid $199,000 to
Kleinwort Benson under the Advisory Agreement to which Kleinwort Benson is a
party, with respect to the Boston 1784 International Equity Fund. For the fiscal
years ended May 31, 1996 and 1997, respectively, the Trust paid $1,222,419 and
$__________ to Kleinwort Benson under the same Advisory Agreement.

The continuance of each Advisory Agreement, after the first two years,
must be specifically approved at least annually (i) by the vote of the Trustees,
and (ii) by the vote of a majority of the Trustees who are neither parties to
the Advisory Agreement nor "interested persons" of any party thereto, cast in
person at a meeting called for the purpose of voting on such approval. Each
Advisory Agreement will terminate automatically in the event of its assignment,
and is terminable at any time without penalty by the Trustees of the Trust or
with respect to any Fund, by a majority of the outstanding shares of that Fund,
on not less than 30 nor more than 60 days' written notice to the applicable
Adviser, or by the applicable Adviser on 90 days' written notice to the Trust.

Each Advisory Agreement provides that neither the Adviser nor its
personnel shall be liable (1) for any error of judgment or mistake of law; (2)
for any loss arising out of any investment; or (3) for any act or omission in
the execution of security transactions for the Trust or any Fund, except that
the Adviser and its personnel shall not be protected against any liability to
the Trust, any Fund or its Shareholders by reason of willful misfeasance, bad
faith or gross negligence on its or their part in the performance of its or
their duties or from reckless disregard of its or their obligations or duties
thereunder.

THE ADMINISTRATOR

The Trust and SEI Fund Resources (the "Administrator") are parties to
an administration agreement (the "Administration Agreement"). The Administration
Agreement provides that the Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which the Administration Agreement relates, except a loss
that results from willful misfeasance, bad faith or gross negligence on the part
of the Administrator in the performance of its duties or from reckless disregard
by it of its duties and obligations under the Administration Agreement. The
Administration Agreement expires by its terms November 22, 1998.

SEI Fund Resources is a Delaware business trust whose sole beneficiary
is SEI Investment Management Corporation (formerly known as SEI Financial
Management Corporation). SEI Investments Management Corporation, a wholly owned
subsidiary of SEI Investments Company ("SEI"), was organized as a Delaware
corporation in 1969 and has its principal business offices at 1 Freedom Valley
Road, Oaks, Pennsylvania 19456. Alfred P. West, Jr., Carmen V. Romeo, and Henry
H. Greer constitute the Board of Directors of the Administrator. Mr. West is the
Chairman of the Board and Chief Executive Officer of the Administrator. Mr. West
serves as the Chairman of the Board of Directors, and Chief Executive Officer of
SEI. SEI and its subsidiaries are leading providers of funds evaluation
services, trust accounting systems, and brokerage and information services to
financial institutions, institutional investors and money managers. The
Administrator and

<PAGE>

-28-

its affiliates also serve as administrator to the following other institutional
mutual funds: SEI Daily Income Trust, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, SEI Index Funds, SEI International Trust, SEI Institutional Managed
Trust, Stepstone Funds, The Advisors' Inner Circle Fund, The Pillar Funds,
CUFund, STI Classic Funds, CoreFunds, Inc., First American Funds, Inc., First
American Investment Funds, Inc., The Arbor Fund, Marquis Funds[REGISTERED MARK],
Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Achievement Funds
Trust, Bishop Street Funds, CrestFunds, Inc., STI Classic Variable Trust,
Monitor Funds, FMB Funds, Inc., TIP Funds, ARK Funds, SEI Asset Allocation
Trust, SEI Institutional Investments Trust, Profit Funds Investment Trust, Santa
Barbara Group of Mutual Funds, Inc., First American Strategy Funds, Inc.,
HighMark Funds, and Expedition Funds.

THE DISTRIBUTOR

SEI Investments Distribution Co. (formerly known as SEI Financial
Services Company) (the "Distributor"), a wholly-owned subsidiary of SEI, and the
Trust are parties to a distribution agreement ("Distribution Agreement"), dated
as of June 1, 1993 and amended and restated as of October 27, 1995. The Trust
has adopted a distribution plan dated as of June 1, 1993, with respect to each
of the Stock Funds, the Bond Funds and the Tax-Exempt Funds and separate
distribution plans dated as of September 14, 1995 with respect to Class C and
Class D shares of the Boston 1784 U.S. Treasury Money Market Fund. Each of these
plans ("Plans") has been adopted pursuant to Rule 12b-1 under the 1940 Act. The
Distributor receives no compensation for distribution of shares of the Boston
1784 Tax-Free Money Market Fund, Boston 1784 Prime Money Market Fund or Boston
1784 Institutional U.S. Treasury Money Market Fund, or for the distribution of
Class A Shares of the Boston 1784 U.S. Treasury Money Market Fund.

The Distribution Agreement and the Plans provide that the Trust will
pay the Distributor a fee, calculated daily and paid monthly, at an annual rate
of (i) 0.25% of the average daily net assets of each of the Stock Funds, the
Bond Funds and the Tax-Exempt Funds; (ii) 0.25% of the average daily net assets
of the Class C shares of the Boston 1784 U.S. Treasury Money Market Fund; and
(iii) 0.75% of the average daily net assets of the Class D shares of the Boston
1784 U.S. Treasury Money Market Fund. The Distributor can use these fees to
compensate broker/dealers and service providers (including each Adviser and its
affiliates) which provide administrative and/or distribution services to holders
of these shares or their customers who beneficially own these shares. No fees
have been paid to the Distributor under the Plans or the Distribution Agreement
since the Funds' inception.

The Distribution Agreement is renewable annually and may be terminated
by the Distributor, by the Trustees of the Trust who are not interested persons
and have no financial interest in the Plans or any related agreement ("Qualified
Trustees"), or, with respect to any particular Fund or class of shares, by a
majority vote of the outstanding shares of such Fund or such class of shares, as
applicable, for which the Distribution Agreement is in effect upon not more than
60 days' written notice by either party.

The Trust has adopted each of the Plans in accordance with the
provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under
which an investment company may, directly or indirectly, bear expenses relating
to the distribution of its shares. Continuance of each of the Plans must be
approved annually by a majority of the Trustees of the Trust and by a majority
of the Qualified Trustees. Continuance of the Plan with respect to each of the
Stock Funds, the Bond Funds, and the Tax-Exempt Funds was approved by the
Trustees in March, 1997. Each of the Plans requires that quarterly written
reports of money spent under such Plan and of the purposes of such expenditures
be furnished to and reviewed

<PAGE>

-28-

by the Trustees. Expenditures may include (1) the cost of prospectuses, reports
to Shareholders, sales literature and other materials for potential investors;
(2) advertising; (3) expenses incurred in connection with the promotion and sale
of the Trust's shares, including the Distributor's expenses for travel,
communication, and compensation and benefits for sales personnel; and (4) any
other expenses reasonably incurred in connection with the distribution and
marketing of the shares subject to approval of a majority of the Qualified
Trustees. No Plan may be amended to materially increase the amount which may be
spent under the Plan without approval by a majority of the outstanding shares of
the Funds or the class of shares which are subject to such Plan. All material
amendments of the Plans require approval by a majority of the Trustees of the
Trust and of the Qualified Trustees.

6. FUND TRANSACTIONS; TRADING PRACTICES AND BROKERAGE

FUND TRANSACTIONS

Subject to policies established by the Trustees, each Adviser to a Fund
is responsible for placing the orders to execute transactions for such Fund. In
placing orders, it is the policy of the Trust for each Adviser to seek to obtain
the best net results taking into account such factors as price (including the
applicable dealer spread), the size, type and difficulty of the transaction
involved, the firm's general execution and operational facilities, and the
firm's risk in positioning the securities involved. While each Adviser seeks
reasonably competitive spreads or commissions, the Trust will not necessarily be
paying the lowest spread or commission available.

The money market securities in which the Funds invest are traded
primarily in the over-the-counter market. Bonds and debentures are usually
traded over-the-counter, but may be traded on an exchange. Where possible, each
Adviser will deal directly with the dealers who make a market in the securities
involved except in those circumstances where better prices and execution are
available elsewhere. Such dealers usually are acting as principal for their own
account. On occasion, securities may be purchased directly from the issuer.
Money market securities are generally traded on a net basis and do not normally
involve either brokerage commissions or transfer taxes. The cost of executing
transactions for the Funds will primarily consist of dealer spreads and
underwriting commissions.

TRADING PRACTICES AND BROKERAGE

Specific decisions to purchase or sell securities for a Fund are made
by a portfolio manager who is an employee of BankBoston, and who is appointed
and supervised by the senior officers of BankBoston, or in the case of the
Boston 1784 International Equity Fund, by portfolio managers who are employees
of BankBoston or of Kleinwort Benson, and who are appointed and supervised by
the senior officers of BankBoston or by senior officers of Kleinwort Benson. A
portfolio manager may serve other clients of either of the Advisers or of an
affiliate of either of the Advisers in a similar capacity.

Each Adviser selects brokers or dealers to execute transactions for the
purchase or sale of securities for the Funds on the basis of the Adviser's
judgment of their professional capability to provide the service. The primary
consideration is to have brokers or dealers execute transactions at the best
price and execution. Best price and execution refers to many factors, including
the price paid or received for a security, the commission charged, the
promptness and reliability of execution, the confidentiality and placement
accorded the order and other factors affecting the overall benefit obtained by
the account on the transaction. Each Adviser's determination of what are
reasonably competitive rates is based upon the

<PAGE>

-30-

professional knowledge of the Adviser's portfolio managers as to rates paid and
charged for similar transactions throughout the securities industry. In some
instances, a Fund pays a minimal share transaction cost when the transaction
presents no difficulty. Some trades are made on a net basis where a Fund either
buys securities directly from the dealer or sells them to the dealer. In these
instances, there is no direct commission charged but there is a spread (the
difference between the buy and sell price) which is the equivalent of a
commission.

Each Adviser may allocate, out of all commission business generated by
the funds and accounts under its management, brokerage business to brokers or
dealers who provide brokerage and research services. These research services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing analyses and reports concerning issuers, securities or
industries; providing information on economic factors and trends; assisting in
determining portfolio strategy; providing computer software used in security
analyses; and providing fund performance evaluation and technical market
analyses. Such services are used by each Adviser in connection with its
investment decision-making process with respect to one or more portfolios under
its management and may not be used exclusively with respect to the fund or
account generating the brokerage. Not all brokerage and research services are
useful or of value in advising any particular Fund.

As provided in the Securities Exchange Act of 1934 (the "1934 Act"),
higher commissions may be paid to broker/dealers who provide brokerage and
research services than to broker/dealers who do not provide such services if
such higher commissions are deemed reasonable in relation to the value of the
brokerage and research services provided. Although transactions are directed to
broker/dealers who provide such brokerage and research services, the commissions
paid to such broker/dealers are not, in general, expected to be higher than
commissions that would be paid to broker/dealers not providing such services.
Further, in general, any such commissions are reasonable in relation to the
value of the brokerage and research services provided. Unless otherwise directed
by the Trust, a commission higher than one charged elsewhere will not be paid to
a broker/dealer solely because it provided research services to an Adviser.

BankBoston may place a combined order for two or more Funds (or for a
Fund and another account under BankBoston's management) engaged in the purchase
or sale of the same security if, in BankBoston's judgment, joint execution is in
the best interest of each participant and will result in best price and
execution. Transactions involving commingled orders are allocated in a manner
deemed equitable to each Fund or account. It is believed that the ability of the
Funds to participate in volume transactions is generally beneficial. Although it
is recognized that the joint execution of orders could adversely affect the
price or volume of the security that a particular Fund may obtain, it is the
opinion of BankBoston and the Board of Trustees of the Trust that the advantages
of combined orders outweigh the possible disadvantages of separate transactions.

Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to seeking best price and execution, an
Adviser may place orders for a Fund with broker/dealers who have agreed to
defray certain Trust expenses such as custodian fees, and may, at the request of
the Distributor, give consideration to sales of shares of the Trust as a factor
in the selection of brokers and dealers to execute Fund transactions.

<PAGE>

-31-

It is expected that an Adviser may execute brokerage or other agency
transactions through the Distributor or such Adviser or an affiliate of such
Adviser, for a commission in conformity with the 1940 Act, the 1934 Act, rules
promulgated by the Securities and Exchange Commission and such policies as the
Board of Trustees of the Trust may determine. Under these provisions, the
Distributor or such Adviser or an affiliate of such Adviser is permitted to
receive and retain compensation for effecting transactions for a Fund on an
exchange if a written contract is in effect between the Distributor and the
Trust expressly permitting the Distributor or such Adviser or an affiliate of
such Adviser to receive and retain such compensation. These rules further
require that commissions paid to the Distributor, such Adviser, or any such
affiliate by the Trust for such exchange transactions not exceed "usual and
customary" brokerage commissions. The rules define "usual and customary"
commissions to include amounts which are "reasonable and fair compared to the
commission, fee or other remuneration received or to be received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time." In addition, an Adviser may direct commission business to one or more
designated broker/dealers in connection with such broker/dealer's provision of
services to the Trust or the Funds or payment of certain Trust expenses, such as
custody, pricing and professional fees. The Trustees, including those who are
not "interested persons" of the Trust, have adopted procedures for evaluating
the reasonableness of commissions paid to the Distributor and will review these
procedures periodically.

7. PERFORMANCE INFORMATION

CALCULATION OF YIELD

From time to time the Trust advertises the "current yield" and
"effective yield" (also referred to as "effective compound yield") of the Money
Market Funds. Both yield figures are based on historical earnings and are not
intended to indicate future performance. The "current yield" of a Fund refers to
the income generated by an investment in that Fund over a seven-day period
(which period will be stated in the advertisement). This income is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in the Fund
is assumed to be reinvested. The "effective yield" will be slightly higher than
the "yield" because of the compounding effect of this assumed reinvestment.

The current yield of these Funds will be calculated daily based upon the
seven days ending on the date of calculation ("base period"). The yield is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing shareholder account having a balance of one
share at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing such net change by
the value of the account at the beginning of the same period to obtain the base
period return and multiplying the result by (365/7). Realized and unrealized
gains and losses are not included in the calculation of the yield.

The effective compound yield of these Funds is determined by computing
the net change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from shareholder
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return,

<PAGE>

-32-

and then compounding the base period return by adding 1, raising the sum to a
power equal to 365 divided by 7, and subtracting 1 from the result, according to
the following formula:

Effective Yield = (Base Period Return + 1) (365/7) - 1.

The current and the effective yields reflect the reinvestment of net
income earned daily on fund assets.

The yield of the Money Market Funds fluctuates, and the annualization of
a week's dividend is not a representation by the Trust as to what an investment
in a Fund will actually yield in the future. Actual yields will depend on such
variables as asset quality, average asset maturity, the type of instruments the
Fund invests in, changes in interest rates on money market instruments, changes
in the expenses of the Fund and other factors.

Yields are one basis upon which investors may compare these Funds with
other money market funds. However, yields of other money market funds and other
investment vehicles may not be comparable because of the factors set forth above
and differences in the methods used in valuing fund instruments.

From time to time the Trust may advertise a 30-day yield for each of the
Stock and Bond Funds. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of these Funds refers to
the annualized net investment income per share generated by an investment in the
Funds over a specified 30-day period. The yield is calculated by assuming that
the income generated by the investment during that 30-day period is generated
over one year and is shown as a percentage of the investment. In particular,
yield will be calculated according to the following formula:

Yield = 2 [((a-b)/cd + 1)6 - 1], where

a = dividends and interest earned during the period;

b = expenses accrued for the period (net of reimbursement);

c = the current daily number of shares outstanding during the period
that was entitled to receive dividends;

d = the maximum offering price per share on the last day of the period.

The Trust may also advertise a "tax-equivalent yield" for each of the
Tax-Exempt Funds. The "tax-equivalent yield" is calculated by determining the
rate of return that would have to be achieved on a fully-taxable investment to
produce the after-tax equivalent of a Fund's yield, assuming certain tax
brackets for a shareholder. Any tax-equivalent yield quotation of a Fund will be
calculated by adding (a) the portion of that Fund's current yield which is not
tax-exempt and (b) the result obtained by dividing the portion of the Fund's
current yield which is tax-exempt by the difference of one minus a stated income
tax rate.

CALCULATION OF TOTAL RETURN

From time to time the Trust may advertise total return for a Fund. The
total return of a Fund refers to the average compounded rate of return on a
hypothetical investment for designated time periods (including, but not limited
to, the period from which the Fund commenced operations through the specified
date), and assumes that the entire investment is

<PAGE>

-33-

redeemed at the end of each
period. In particular, total return will be calculated according to the
following formula: P (1 + T)n = ERV, where

P = a hypothetical initial payment of $1,000;

T = average annual total return;

n = number of years; and

ERV = ending redeemable value (as of the end of the designated time
period) of a hypothetical $1,000 payment made at the beginning of the designated
time period.

Total returns calculated for the Florida Tax-Exempt Income Fund, the
Large Cap Equity Fund and the Small Cap Equity Fund for any period which
includes periods prior to the commencement of that Fund's operations reflect the
performance of the corresponding common trust fund managed by BankBoston that
contributed all of its assets to the Fund at the Fund's commencement of
operations. Each common trust fund had investment objectives, policies and
practices substantially similar to its corresponding Fund. All total return
percentages for periods prior to the commencement of operations of the Florida
Fund, Large Cap Fund and Small Cap Fund reflect historical rates of return of
the corresponding common trust fund for those periods adjusted to assume that
all current Fund charges, expenses and fees were then deducted. The common trust
funds were not registered under the 1940 Act or subject to certain investment
restrictions imposed by the 1940 Act. If the common trust funds had been so
registered, their investment performance might have been adversely affected.

Set forth below is total rate of return information, assuming that
dividends and capital gains distributions, if any, were reinvested, for the
Tax-Exempt, Bond and Stock Funds for the periods indicated. The Large Cap Equity
Fund, Small Cap Equity Fund and Florida Tax-Exempt Income Fund are newly
organized and had no operations at May 31, 1997.

REDEEMABLE VALUE OF A
HYPOTHETICAL $1,000
ANNUALIZED TOTAL INVESTMENT AT THE
FUND AND PERIOD RATE OF RETURN END OF THE PERIOD
--------------- ---------------- ---------------------

[To be added by amendment.]

<S> <C> <C>
BOSTON 1784 TAX-EXEMPT MEDIUM-TERM
INCOME FUND

June 14, 1993 (commencement of ____% $________
operations) to May 31, 1997

One year ended May 31, 1997 ____% $________

</TABLE>

<PAGE>

-33-
<TABLE>
<CAPTION>

<S> <C> <C>
BOSTON 1784 CONNECTICUT TAX-EXEMPT
INCOME FUND

August 1, 1994 (commencement of ____% $________
operations) to May 31, 1997

One year ended May 31, 1997 ____% $________

BOSTON 1784 FLORIDA TAX-EXEMPT INCOME
FUND

[________] (commencement of common trust
fund operations) to May 31, 1997 ______% $__________

Ten years ended May 31, 1997
------% $----------
Five years ended May 31, 1997

Three years ended May 31, 1997 ______% $___________

One year ended May 31, 1997
------% $-----------

BOSTON 1784 MASSACHUSETTS TAX-EXEMPT
INCOME FUND

June 14, 1993 (commencement of ____% $________
operations) to May 31, 1997

One year ended May 31, 1997 ____% $________

BOSTON 1784 RHODE ISLAND TAX-EXEMPT
INCOME FUND

August 1, 1994 (commencement of ____% $________
operations) to May 31, 1997

One year ended May 31, 1997 ____% $________

BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM
INCOME FUND

June 7, 1993 (commencement of ____% $________
operations) to May 31, 1997

One year ended May 31, 1997 ____% $________
</TABLE>

<PAGE>

-35-
<TABLE>
<CAPTION>

BOSTON 1784 SHORT-TERM INCOME FUND

July 1, 1994 (commencement of
operations) to May 31, 1997 ____% $________

One year ended May 31, 1997
----% $--------
BOSTON 1784 INCOME FUND

July 1, 1994 (commencement of ____% $________
operations) to May 31, 1997

One year ended May 31, 1997 ____% $________

BOSTON 1784 ASSET ALLOCATION FUND

June 14, 1993 (commencement of
operations) to May 31, 1997 ____% $________

One year ended May 31, 1997
----% $--------

BOSTON 1784 GROWTH AND INCOME FUND

June 7, 1993 (commencement of
operations) to May 31, 1997 ____% $________

One year ended May 31, 1997
----% $--------
BOSTON 1784 GROWTH FUND

March 28, 1996 (commencement of
operations) to May 31, 1997 ____% $________

BOSTON 1784 LARGE CAP EQUITY FUND

[________] (commencement of common trust
fund operations) to May 31, 1997
------% $----------
Ten years ended May 31, 1997

Five years ended May 31, 1997 ______% $__________

Three years ended May 31, 1997
------% $-----------
One year ended May 31, 1997

------% $-----------

</TABLE>

<PAGE>

-36-
<TABLE>
<CAPTION>

BOSTON 1784 SMALL CAP EQUITY FUND

[________] (commencement of common trust
fund operations) to May 31, 1997
------% $----------
Ten years ended May 31, 1997

Five years ended May 31, 1997 ______% $__________

Three years ended May 31, 1997
------% $-----------
One year ended May 31, 1997

------% $-----------

BOSTON 1784 INTERNATIONAL EQUITY FUND

January 3, 1995 (commencement of
operations) to May 31, 1997 ____% $________

One year ended May 31, 1997
----% $--------
</TABLE>

The annualized yield of each of the Tax-Exempt, Bond and Stock Funds
for the 30-day period ended on May 31, 1997 was as follows: Boston 1784
Tax-Exempt Medium-Term Income Fund ____%; Boston 1784 Massachusetts Tax-Exempt
Income Fund ____%; Boston 1784 Rhode Island Tax-Exempt Income Fund ____%; Boston
1784 Connecticut Tax-Exempt Income Fund ____%; Boston 1784 U.S. Government
Medium-Term Income Fund ____%; Boston 1784 Short-Term Income Fund ____%; Boston
1784 Income Fund ____%; Boston 1784 Asset Allocation Fund ____%; Boston 1784
Growth and Income Fund ____%; and Boston 1784 Growth Fund ____%.

The annualized tax-equivalent yield of each of the Tax-Exempt Funds for
the 30-day period ended on May 31, 1997 was as follows: Boston 1784
Tax-Exempt Medium-Term Income Fund ____%; Boston 1784 Massachusetts
Tax-Exempt Income Fund ____%; Boston 1784 Rhode Island Tax-Exempt Income
Fund ____%; and Boston 1784 Connecticut Tax-Exempt Income Fund ____%.

Set forth below is total rate of return information, assuming that
dividends and capital gains distributions, if any, were reinvested, for the
Money Market Funds for the periods indicated:

REDEEMABLE VALUE OF A
HYPOTHETICAL $1,000
ANNUALIZED TOTAL INVESTMENT AT THE
FUND AND PERIOD RATE OF RETURN END OF THE PERIOD

[To be added by amendment]

<PAGE>

-37-

<TABLE>
<CAPTION>
<S> <C> <C>
BOSTON 1784 TAX-FREE MONEY MARKET FUND

June 14, 1993 (commencement of
operations) to May 31, 1997 ____% $________

One year ended May 31, 1997
----% $--------
BOSTON 1784 U.S. TREASURY MONEY
MARKET FUND

June 7, 1993 (commencement of ____%
operations) to May 31, 1997 $________

One year ended May 31, 1997 ____%
$--------
BOSTON 1784 INSTITUTIONAL U.S.
TREASURY MONEY MARKET FUND

June 30, 1993 (commencement of
operations) to May 31, 1997 ____% $________

One year ended May 31, 1997

----% $--------
BOSTON 1784 PRIME MONEY MARKET FUND

August 1, 1991 (date of initial
public investment) to May 31, 1997

For the year ended December 31, ____% $________
1996

For the period from January 1, ____% $________
1997 to May 31, 1997

----% $--------

</TABLE>

<PAGE>

-38-

The annualized yield and tax-equivalent yield of the Boston 1784
Tax-Free Money Market Fund for the seven-day period ended May 31, 1997 were
____% and ____%, respectively, and the effective compound annualized yield of
the Boston 1784 Tax-Free Money Market Fund for such period was ____%.

The annualized yield of the Boston 1784 U.S. Treasury Money Market
Fund for the seven-day period ended May 31, 1997 was ____% and the effective
compound annualized yield of the Boston 1784 U.S. Treasury Money Market Fund for
such period was ____%.

The annualized yield of the Boston 1784 Institutional U.S. Treasury
Money Market Fund for the seven-day period ended May 31, 1997 was ____% and the
effective compound annualized yield of the Boston 1784 Institutional U.S.
Treasury Money Market Fund for such period was ____%.

The annualized yield of the Boston 1784 Prime Money Market Fund for
the seven-day period ended May 31, 1997 was ____% and the effective compound
annualized yield of the Boston 1784 Prime Money Market Fund for such period was
____%.

8. DETERMINATION OF NET ASSET VALUE

The net asset value of the shares of each Fund (including shares of
each class of the Boston 1784 U.S. Treasury Money Market Fund) is determined on
each day on which both the New York Stock Exchange and the Federal Reserve Bank
of Boston are open ("Business Days"). This determination is made once during
each such day, as of 12:00 noon Eastern Time ("ET") with respect to shares of
the Boston 1784 Prime Money Market Fund, Boston 1784 U.S. Treasury Money Market
Fund and Boston 1784 Tax-Free Money Market Fund, as of 3:00 p.m. ET with respect
to the Boston 1784 Institutional U.S. Treasury Money Market Fund (noon when the
New York Stock Exchange closes early), and as of 4:00 p.m. ET with respect to
each other Fund. The New York Stock Exchange is normally closed on the following
national holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving, and Christmas. Net asset value per
share of each Fund is calculated by adding the value of securities and other
assets of that Fund, subtracting liabilities and dividing by the number of its
outstanding shares. Net asset value per share of each class of the Boston 1784
U.S. Treasury Money Market Fund is calculated by adding the value of securities
and other assets attributable to that class, subtracting liabilities
attributable to that class and dividing by the number of outstanding shares of
that class.

Securities of the Money Market Funds will be valued by the amortized
cost method, which involves valuing a security at its cost on the date of
purchase and thereafter (absent unusual circumstances) assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuations in general market rates of interest on the value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which a security's value, as determined by this method, is higher or
lower than the price a Fund would receive if it sold the instrument. During
periods of declining interest rates, the daily yield of these Funds may tend to
be higher than a like computation made by a company with identical investments
utilizing a method of valuation based upon market prices and estimates of

<PAGE>

-39-

market prices for all of its fund securities. Thus, if the use of amortized cost
by a Fund resulted in a lower aggregate fund value on a particular day, a
prospective investor in that Fund would be able to obtain a somewhat higher
yield than would result from investment in a company utilizing solely market
values, and existing investors in the Fund would experience a lower yield. The
converse would apply in a period of rising interest rates.

The use by the Money Market Funds of amortized cost and the maintenance
by these Funds of a net asset value at $1.00 are permitted by regulations
promulgated by Rule 2a-7 under the 1940 Act, provided that certain conditions
are met. The regulations also require the Trustees to establish procedures which
are reasonably designed to stabilize the net asset value per share at $1.00 for
these Funds. Such procedures include the determination of the extent of
deviation, if any, of these Funds' current net asset value per share calculated
using available market quotations from these Funds' amortized cost price per
share at such intervals as the Trustees deem appropriate and reasonable in light
of market conditions and periodic reviews of the amount of the deviation and the
methods used to calculate such deviation. In the event that such deviation
exceeds 1/2 of 1%, the Trustees are required to consider promptly what action,
if any, should be initiated, and, if the Trustees believe that the extent of any
deviation may result in material dilution or other unfair results to
shareholders of these Funds, the Trustees are required to take such corrective
action as they deem appropriate to eliminate or reduce such dilution or unfair
results to the extent reasonably practicable. Such actions may include the sale
of fund instruments prior to maturity to realize capital gains or losses or to
shorten average fund maturity; withholding dividends; redeeming shares in kind;
or establishing a net asset value per share by using available market
quotations. In addition, if any of these Funds incurs a significant loss or
liability, the Trustees have the authority to reduce pro rata the number of
shares of that Fund in the account of each shareholder of such Fund and to
offset each such shareholder's pro rata portion of such loss or liability from
that shareholder's accrued but unpaid dividends or from future dividends of the
affected Fund while each other Fund must annually distribute at least 90% of its
investment company taxable income.

In valuing each of the Stock, Bond and Tax-Exempt Funds' assets, bonds
and other fixed income securities are valued on the basis of valuations
furnished by a pricing service, use of which has been approved by the Board of
Trustees of the Trust. In making such valuations, the pricing service utilizes
both dealer-supplied valuations and electronic data processing techniques which
take into account appropriate factors such as institutional-size trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics and other market data, without exclusive reliance
upon quoted prices or exchange or over the counter prices, since such valuations
are believed to reflect more accurately the fair value of such securities.
Valuations supplied by the pricing service are subject to review by the Adviser
and, if adjusted pursuant to review by the Adviser, by the Board. An equity
security listed on an exchange will be valued at its last sale price on that
exchange using quotations on the exchange on which the security is traded most
extensively. Lacking any sales, the security will be valued at the mean between
the closing asking price and the closing bid price. Securities which are listed
on the National Association of Securities Dealers' National Market System, for
which there have been sales, shall be valued at the last sale price reported on
such system. If there are no such sales, the value shall be the high, or
"inside" bid, which is the bid supplied by the NASD on its NASDAQ Screen for
such securities in the over-the-counter market. Securities quoted on the NASDAQ
System, but not listed on the National Market System, shall be valued at the
high or "inside" bid. Unlisted equity securities which are not quoted on the
NASDAQ System and for which over-the-counter market quotations are readily
available will be valued at the highest quoted

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current bid price for such securities in the over-the-counter market. Securities
for which market quotations are not readily available, whether or not listed,
will be valued at their fair value as determined in good faith by the Board of
Trustees of the Trust, or pursuant to procedures adopted by the Board subject to
review by the Board of the resulting valuations. Open futures contracts are
valued at the most recent settlement price, unless such price does not reflect
the fair value of the contract, in which case such positions will be valued by
or under the direction of the Board of Trustees of the Trust.

9. PURCHASE AND REDEMPTION OF SHARES

It is currently the Trust's policy to pay for the redemptions of shares
of the Funds in cash. The Trust retains the right, however, to alter this policy
to provide for redemptions in whole or in part by a distribution in kind of
securities held by the Funds, in lieu of cash. Shareholders may incur brokerage
charges and tax liabilities on the sale of any such securities so received in
payment of redemptions.

The Trust reserves the right to suspend the right of redemption and/or
to postpone the date of payment upon redemption for any period on which trading
on the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the Securities and Exchange Commission by rule or
regulation) as a result of which disposal or valuation of a Fund's securities is
not reasonably practicable, or for such other periods as the Securities and
Exchange Commission has permitted by order. The Trust also reserves the right to
suspend sales of shares of any Fund for any period during which the New York
Stock Exchange, an Adviser, the Administrator or the Custodian is not open for
business.

Purchase and redemption of shares of the Boston 1784 U.S. Treasury
Money Market Fund by Connecticut municipalities and other Connecticut municipal
corporations and authorities, pursuant to the provisions of Section 7-400 of the
Connecticut General Statutes, as from time-to-time amended ("CON. GEN. STAT.
(BETA) 7-400"), may be made only through the use of (i) a bank, savings bank or
savings and loan association incorporated under the laws of the State of
Connecticut, (ii) a federally chartered bank, savings bank or savings and loan
association having its principal place of business in the State of Connecticut,
or (iii) such other agent as may be permitted by Conn. Gen. Stat. (beta) 7-400.

10. SYSTEMATIC WITHDRAWAL PLAN

A shareholder (other than a shareholder of the Boston 1784
Institutional U.S. Treasury Money Market Fund and holders of Class C or Class D
shares of the Boston 1784 U.S. Treasury Money Market Fund) may direct the
shareholder servicing agent to send him or her regular monthly, quarterly,
semi-annual or annual payments, as designated on the Account Application and
based upon the value of his or her account. Each payment under a Systematic
Withdrawal Plan ("SWP") must be at least $100, except in certain limited
circumstances. Such payments are drawn from the proceeds of the redemption of
shares held in the shareholder's account (which would be a return of principal
and, if reflecting a gain, would be taxable). To the extent that redemptions for
such periodic withdrawals exceed dividend income reinvested in the account, such
redemptions will reduce, and may eventually exhaust, the number of shares in the
shareholder's account. All dividend and capital gain distributions for an
account with a SWP will be reinvested in additional full and fractional shares
of the applicable Fund at the net asset value in effect at the close of business
on the record date for such distributions.

To initiate a SWP, shares having an aggregate value of at least $10,000
must be held on deposit by the shareholder servicing agent. The shareholder, by
written instruction to the

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shareholder servicing agent, may deposit into the account additional shares of
the applicable Fund, change the payee, or change the dollar amount of each
payment. The shareholder servicing agent may charge the account for services
rendered and expenses incurred beyond those normally assumed by the applicable
Fund with respect to the liquidation of shares.

No charge is currently assessed against the account, but one could be
instituted by the shareholder servicing agent on 60 days' notice in writing to
the shareholder in the event that the applicable Fund ceases to assume the cost
of these services. Any Fund may terminate any SWP for an account if the value of
the account falls below $5,000 as a result of share redemptions (other than as a
result of a SWP) or an exchange of shares of the Fund for shares of another
Fund. Any such plan may be terminated at any time by either the shareholder or
the applicable Fund.

11. TAXES

TAX STATUS OF THE FUNDS

Each of the Funds is organized as a series of a Massachusetts business
trust and is not subject to any Massachusetts income or excise taxes as long as
it qualifies as a regulated investment company under the Code.

Each of the Funds is treated as a separate entity for federal income
tax purposes under subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). Each Fund has elected to be treated, and intends to qualify each
year, as a "regulated investment company" under Subchapter M by meeting all
applicable requirements of Subchapter M, including requirements as to the nature
of the Fund's gross income, the amount of Fund distributions (as a percentage of
both the Fund's overall income and, in the case of the Tax-Exempt Funds, its
tax-exempt income), and the composition and holding period of the Fund's
portfolio assets. Because each Fund intends to distribute all of its net
investment income and net realized capital gains to shareholders in accordance
with the timing requirements imposed by the Code, it is not expected that the
Funds will be required to pay any federal income or excise taxes, although a
Fund's foreign-source income may be subject to foreign taxes. If a Fund should
fail to qualify as a "regulated investment company" in any year, the Fund would
incur a regular corporate federal income tax upon its taxable income and the
Fund's distributions would generally be taxable as ordinary dividend income to
its shareholders.

TAXATION OF FUND DISTRIBUTIONS

DISTRIBUTIONS -- GENERAL. Shareholders of Funds other than the
Tax-Exempt Funds will have to pay federal income taxes and may be subject to
state or local income taxes on the dividends and capital gain distributions they
receive from those Funds. Dividends from ordinary income and any distributions
from net short-term capital gains are taxable to shareholders as ordinary income
for federal income tax purposes, whether paid in cash or in additional shares.
Distributions of net capital gains (the excess of net long-term capital gains
over net short-term capital losses), whether paid in cash or in additional
shares, are taxable to shareholders as long-term capital gains without regard to
the length of time the shareholders have held their shares. The Money Market
Funds are not expected to make any capital gain distributions.

Because the Funds, other than the Stock Funds, do not expect to earn
any dividend income, it is expected that none of their dividends will qualify
for the dividends received deduction for corporations. A portion of the Stock
Funds' ordinary income dividends (but

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none of their capital gain distributions) is normally eligible for the dividends
received deduction for corporations if the recipient otherwise qualifies for
that deduction with respect to its holding of Fund shares. Availability of the
deduction for particular shareholders is subject to certain limitations, and
deducted amounts may be subject to the alternative minimum tax or result in
certain basis adjustments.

Any Fund dividend that is declared in October, November, or December of
a calendar year, that is payable to shareholders of record in such a month, and
that is paid the following January will be treated as if received by the
shareholders on December 31 of the year in which the dividend is declared. Each
Fund will notify shareholders regarding the federal tax status of distributions
after the end of each calendar year.

Except in the case of the Money Market Funds, any Fund distribution
will have the effect of reducing the per share net asset value of shares in the
Fund by the amount of the distribution. Thus, shareholders purchasing shares
shortly before the record date of any such distribution may pay the full price
for the shares and effectively receive a portion of the purchase price back as a
taxable distribution.

Distributions of a Fund that are derived from interest on obligations
of the U.S. Government and certain of its agencies and instrumentalities (but
generally not from capital gains realized upon the disposition of such
obligations) may be exempt from state and local taxes. Each Fund intends to
advise shareholders of the extent, if any, to which their respective
distributions consist of such interest. Shareholders are urged to consult their
tax advisers regarding the possible exclusion of such portion of their dividends
for state and local income tax purposes.

DISTRIBUTIONS BY THE TAX-EXEMPT FUNDS. The portion of each Tax-Exempt
Fund's distributions of net investment income that is attributable to interest
from tax-exempt securities will be designated by that Fund as an
"exempt-interest dividend" under the Code and will generally be exempt from
federal income tax in the hands of shareholders so long as at least 50% of the
total value of the Fund's assets consists of tax-exempt securities at the close
of each quarter of the Fund's taxable year. However, distributions of tax-exempt
interest earned from certain securities may be treated as an item of tax
preference for shareholders under the federal alternative minimum tax, and all
exempt-interest dividends may increase a corporate shareholder's alternative
minimum tax. The percentage of income designated as tax-exempt will be applied
uniformly to all distributions by the Fund of net investment income made during
each fiscal year of the Fund and may differ from the percentage of distributions
consisting of tax-exempt interest in any particular month. Shareholders are
required to report exempt-interest dividends received from the Fund on their
federal income tax returns.

Shareholders of the Tax-Exempt Funds will have to pay federal income
taxes and may be subject to state or local income taxes on the non
exempt-interest dividends (including dividends from earnings from taxable
securities and repurchase transactions) and capital gain distributions they
receive from the Funds under rules corresponding to those set forth in the
preceding section. The exemption of exempt-interest dividends for federal income
tax purposes does not necessarily result in exemption under the tax laws of any
state or local taxing authority.

DISPOSITION OF SHARES

In general, any gain or loss realized upon a taxable disposition of
shares of a Fund by a shareholder that holds such shares as a capital asset will
be treated as long-term capital

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gain or loss if the shares have been held for more than twelve months and
otherwise as short-term capital gain or loss. In the case of the Tax-Exempt
Funds, any loss realized upon a disposition of shares in a Fund held for six
months or less will be disallowed to the extent of any exempt-interest dividends
received with respect to those shares. In the case of all the Funds, any loss
realized upon the disposition of shares in the Fund held for six months or less
will (if not disallowed as described in the preceding sentence) be treated as a
long-term capital loss to the extent of any distributions of net capital gain
made with respect to those shares. Any loss realized upon a disposition of
shares may also be disallowed under rules relating to wash sales.

ADDITIONAL INFORMATION FOR SHAREHOLDERS OF THE TAX-EXEMPT FUNDS

Interest on indebtedness incurred by shareholders to purchase or carry
shares of a Tax-Exempt Fund will not be deductible for federal income tax
purposes. Exempt-interest dividends are taken into account in calculating the
amount of social security and railroad retirement benefits that may be subject
to federal income tax. Certain distributions of exempt-interest dividends may
also be a tax preference item for purposes of the federal individual and
corporate alternative minimum tax. All exempt-interest dividends may affect a
corporate shareholder's alternative minimum tax liability. Entities or persons
who are "substantial users" (or persons related to "substantial users") of
facilities financed by certain private activity bonds should consult their tax
advisers before purchasing shares of a Tax-Exempt Fund.

ADDITIONAL INFORMATION RELATING TO FUND INVESTMENTS

Except in the case of the Money Market Funds, the Funds' current
dividend and accounting policies will affect the amount, timing, and character
of distributions to shareholders, and may make an economic return of capital
taxable to shareholders. Any investment by a Fund in zero-coupon bonds, certain
stripped securities including STRIPS, and certain securities purchased at a
market discount, will cause the Fund to recognize income prior to the receipt of
cash payments with respect to those securities. In order to distribute this
income and avoid a tax on the Fund, a Fund may be required to liquidate
portfolio securities that it might otherwise have continued to hold, potentially
resulting in additional taxable gain or loss to the Fund.

An investment by a Fund in residual interests of a CMO that has elected
to be treated as a REMIC can create complex tax problems, especially if the Fund
has state or local governments or other tax-exempt organizations as
shareholders.

Fund transactions in options, futures contracts and forward contracts
will be subject to special tax rules that may affect the amount, timing, and
character of Fund income and distributions to shareholders. For example, certain
positions held by a Fund on the last business day of each taxable year will be
marked to market (treated as if closed out) on that day, and any gain or loss
associated with the positions will be treated as 60% long-term and 40%
short-term capital gain or loss. Certain positions held by a Fund that
substantially diminish its risk of loss with respect to other positions in its
portfolio may constitute "straddles," and may be subject to special tax rules
that would cause deferral of Fund losses, adjustments in the holding periods of
Fund securities, and conversion of short-term into long-term capital losses.
Certain tax elections exist for straddles that may alter the effects of these
rules. The Funds will limit their activities in options, futures contracts,
forward contracts, and swaps and related transactions to the extent necessary to
meet the requirements of Subchapter M of the Code.

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ADDITIONAL INFORMATION RELATING TO FOREIGN INVESTMENTS

Special tax considerations apply with respect to a Fund's foreign
investments. Investment income received by a Fund from sources within foreign
countries may be subject to foreign taxes. The Funds (other than the Boston 1784
International Equity Fund) do not expect to be able to pass through to
shareholders foreign tax credits or deductions with respect to such foreign
taxes. The United States has entered into tax treaties with many foreign
countries that may entitle the Funds to a reduced rate of tax or an exemption
from tax on such income. The Funds intend to qualify for treaty reduced rates
where available. It is not possible, however, to determine a Fund's effective
rate of foreign tax in advance since the amount of the Fund's assets to be
invested within various countries is not known. If the Boston 1784 International
Equity Fund holds more than 50% of its assets in foreign stock and securities at
the close of its taxable year, it may elect to pass through to its shareholders
foreign income taxes paid. If it so elects, shareholders will be required to
treat their pro rata portion of the foreign income taxes paid by the Fund as
part of the amounts distributed to them by the Fund and thus their portion must
be included in their gross income for federal income tax purposes. Shareholders
who itemize deductions would be allowed to claim a deduction or credit (but not
both) on their federal income tax returns for such amounts, subject to certain
limitations. Shareholders who do not itemize deductions would (subject to such
limitations) be able to claim a credit, but not a deduction. No deduction will
be permitted to individuals in computing their alternative minimum tax
liability. If a Fund does not qualify or elect to pass through to the Fund's
shareholders foreign income taxes paid by it, its shareholders will not be able
to claim any deduction or credit for any part of the foreign taxes paid by the
Fund.

Foreign exchange gains and losses realized by a Fund will generally be
treated as ordinary income and losses. Use of foreign currencies for non-hedging
purposes may be limited in order to avoid a tax on the applicable Fund.
Occasionally, a Fund may invest in stock of foreign issuers deemed to be
"passive foreign investment companies" for U.S. tax purposes. Any Fund making
such an investment may be liable for U.S. income taxes on certain distributions
and realized capital gains from stock of such issuers.

FOREIGN SHAREHOLDERS

Taxable dividends and certain other payments to persons who are not
citizens or residents of the United States or U.S. entities ("Non-U.S. Persons")
are generally subject to U.S. tax withholding at a rate of 30%, although the 30%
rate may be reduced to the extent provided by an applicable tax treaty. The
Funds intend to withhold tax payments at the rate of 30% (or the lower treaty
rate) on taxable dividends and other payments to Non-U.S. Persons that are
subject to such withholding. Any amounts over-withheld may be recovered by such
persons by filing a claim for refund with the U.S. Internal Revenue Service
within the time period appropriate to such claims. Distributions received from
the Funds by Non-U.S. Persons also may be subject to tax under the laws of their
own jurisdiction.

BACKUP WITHHOLDING

Each of the Funds is required in certain circumstances to apply backup
withholding at the rate of 31% on taxable dividends and redemption proceeds paid
to any shareholder (including a Non-U.S. Person) who does not furnish to the
Fund certain information and certifications or who is otherwise subject to
backup withholding.

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12. SERVICEMARKS

The servicemark BOSTON 1784 FUNDS[REGISTERED MARK] is a registered
servicemark of, and this servicemark and the "eagle" logo are used by permission
of, BankBoston. In the event that the Advisory Agreements with BankBoston are
terminated, the Trust has agreed to discontinue use of the servicemark and logo.

13. DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number
of shares of each series and authorizes the division of shares of each series
into classes. Each share of each series represents an equal proportionate
interest in that series, except that due to varying expenses borne by different
classes distributions may be different for different classes. Shareholders of
each series are entitled, upon liquidation or dissolution, to a pro rata share
in the net assets of that series that are available for distribution to
shareholders, except to the extent of different expenses borne by different
classes as noted above. Shareholders have no preemptive rights. Currently, the
Trust has eighteen active series of shares, each of which is a Fund. The Boston
1784 U.S. Treasury Money Market Fund offers three classes of shares: Class A,
Class C and Class D. Class A shares are offered by this Prospectus, call
1-800-BKB-1784 for information on the other classes of this Fund. The
Declaration of Trust provides that the Trustees of the Trust may create
additional series of shares, and may create additional classes of any one or
more series. All consideration received by the Trust for shares of any series
and all assets in which such consideration is invested belong to that series and
are subject to the liabilities related thereto. Share certificates will not be
issued.

Shares of each series of the Trust are entitled to vote separately to
approve advisory agreements or changes in investment policies, but shares of all
series of the Trust vote together in the election or selection of Trustees and
accountants.

The Declaration of Trust may be amended as authorized by vote of
shareholders of the Trust. Matters not affecting all series or classes of shares
shall be voted on only by the shares of the series or classes affected. Shares
of the Trust may be voted in person or by proxy, and any action taken by
shareholders may be taken without a meeting by written consent of a majority of
shareholders entitled to vote on the matter.

14. TRUSTEE AND SHAREHOLDER LIABILITY

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that the Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, investment adviser or administrator, principal underwriter or
custodian, nor shall any Trustee be responsible for the act or omission of any
other Trustee, and no Trustee shall be liable to the Trust or any Shareholder.
The Declaration of Trust also provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with actual or threatened litigation in which they may be involved because of
their offices with the Trust unless it is determined, in the manner provided in
the Declaration of Trust, that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Trust.
However, nothing in the Declaration of Trust shall protect or indemnify a
Trustee against any liability for his or her willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties.

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SHAREHOLDER LIABILITY

The Trust is a Massachusetts business trust. Under Massachusetts law,
shareholders of such a trust could be held personally liable as partners for the
obligations of the trust. However, even if the Trust were held to be a
partnership, the possibility of the shareholders incurring financial loss for
that reason appears remote because the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation,
or instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholder held personally liable for the
obligations of the Trust.

15. FINANCIAL INFORMATION

FOR THE PRIME MONEY MARKET FUND

The Statement of Net Assets at May 31, 1997 and December 31, 1996, the
Statement of Operations for the periods ended May 31, 1997 and December 31,
1996, the Statements of Changes in Net Assets for the periods ended December 31,
1995, December 31, 1996 and May 31, 1997, the Financial Highlights for the
periods ended April 31, 1992, December 31, 1992, December 31, 1993, December 31,
1994, December 31, 1995, December 31, 1996 and May 31, 1997, the Notes to the
Financial Statements and the Report of Independent Accountants, each of which is
included in two Annual Reports to Shareholders of the Trust (Accession Number
0000935069-97-000021 and [_____________]) are incorporated by reference into
this Statement of Additional Information and have been so incorporated in
reliance upon the report of Coopers & Lybrand L.L.P., independent accountants,
as experts in accounting and auditing. A copy of the Annual Report accompanies
this Statement of Additional Information.

FOR THE REMAINDER OF THE FUNDS

The Statement of Net Assets at May 31, 1997, the Statements of
Operations for the period ended May 31, 1997, the Statements of Changes in Net
Assets for the periods ended May 31, 1996 and May 31, 1997, the Financial
Highlights for the periods ended May 31, 1994, May 31, 1995, May 31, 1996 and
May 31, 1997, the Notes to the Financial Statements and the Report of
Independent Accountants, each of which is included in the two Annual Reports to
Shareholders of the Trust (Accession Numbers [_________________]), are
incorporated by reference into this Statement of Additional Information. The
Annual Reports have been so incorporated in reliance upon the report of Coopers
& Lybrand L.L.P., independent accountants, as experts in accounting and
auditing. A copy of each of the Annual Reports accompanies this Statement of
Additional Information.

<PAGE>

APPENDIX A

CERTAIN INFORMATION CONCERNING CONNECTICUT, FLORIDA,
MASSACHUSETTS AND RHODE ISLAND

1. CONNECTICUT

SPECIAL CONSIDERATIONS REGARDING INVESTMENTS IN
CONNECTICUT MUNICIPAL SECURITIES

The following is a summary of certain information contained in the
Annual Information Statement of the State of Connecticut dated May 7, 1997. The
summary does not purport to be a complete description and is current as of the
date of the corresponding information statement. The Funds are not responsible
for the accuracy or timeliness of this information.

Connecticut Municipal Securities may fluctuate in value in response to
a variety of factors, including the economic strength of State and local
governments and the availability of federal funding.

ECONOMIC OVERVIEW

Connecticut's economy is diverse. Manufacturing employment has been on
a downward trend since the mid-1980s, while non-manufacturing employment has
risen significantly. Manufacturing is diversified, with transportation equipment
(primarily aircraft engines, helicopters, and submarines) the dominant industry.
Connecticut is a leading producer of aircraft engines, along with related
components, and submarines. The largest employers in these industries are United
Technologies Corporation, including its Pratt and Whitney Aircraft Division,
with headquarters in East Hartford, and Sikorsky Aircraft Division in Stratford,
as well as General Dynamics Corporation's Electric Boat Division in Groton. The
State is also a leading producer of military and civilian helicopters.

Connecticut's manufacturing employment peaked in 1985 at over 408,000
workers. Since that year, employment in manufacturing has been on a downward
trend, declining 30.1% or a loss of 127,330 jobs by 1995 from 1985 levels. A
number of factors, such as the overvalued dollar of the mid-1980s, heightened
foreign competition, a sharp decrease in defense spending, and improved
productivity played a significant role in affecting the overall level of
manufacturing employment. In Connecticut, the rate of job loss in the
manufacturing sector produced a decline of 1.5% or 4,410 jobs from 1994 to 1995.

Over the past several decades the non-manufacturing sector of the
State's economy has risen in economic importance, from just over 50% of total
State employment in 1950 to approximately 82.0% by 1995. This trend has
decreased the State's dependence on manufacturing. The State's non-manufacturing
sector expanded by 2.0% in 1995 as compared to 1994, 1.7% in 1994 as compared to
1993, and 1.4% in 1993 as compared to 1992, following three years of decline
starting in 1990. During the 1990's, Connecticut's growth in non-manufacturing
employment has lagged that of the New England region and the nation as a whole.

The non-manufacturing sector is comprised of industries that typically
provide a service. The four major industries in terms of employment are: trade;
finance, insurance

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and real estate; business and personal services; and government, which
collectively comprise about 90% of employment in the non-manufacturing sector.

After enjoying an extraordinary boom during the mid-1980s,
Connecticut, as well as the rest of the Northeast, experienced an economic
slowdown before the onset of the national recession in the latter half of 1990.
Reflecting the downturn, the unemployment rate in the State rose from a low of
3% in 1988 to just above the national average of 7.4% during 1992. Since 1992,
the unemployment rate has declined annually to a rate of 5.5% for 1995 and 5.0%
for the first half of 1996.

FISCAL CONDITION IN RECENT YEARS

The State finances most of its operation through its General Fund. The
major components of General Fund revenues are state taxes, including the
personal income tax, the sales and use tax, and the corporation business tax.
Miscellaneous fees, receipts, transfers, and unrestricted federal grants
account for most of the other General Fund revenue. A cumulative budgetary-bases
deficit in the General Fund as of June 30, 1991 in the amount of $965,711,525
was funded by the issuance of General Obligation Economic Recovery Notes. For
the fiscal years ended June 30, 1992, 1993, 1994, 1995, and 1996, the
operating surpluses of the General Fund were $110.2, $113.5, $19.7,
$80.5, and $250.0 million, respectively. Eighty-nine and a half million
dollars of the operating surplus was reserved for payment of principal and
interest on the Economic Recovery Notes for the 1996-97 fiscal year, while the
remaining $160.5 million of the surplus has been reserved for transfer to the
Budget Reserve Fund, pursuant to the Connecticut General Statutes.

GENERAL FUND BUDGETS 1996-97, 1997-98, AND 1998-99

The adopted budget for fiscal year 1996-97 anticipated General
Fund revenues of $9,049.7 million and General Fund expenditures of
$9,049.4 million, resulting in a projected surplus of $0.3 million. For
fiscal 1997-98 and 1998-99, the proposed budget anticipates General Fund
revenues of $9,181.9 million and $9,353.3 million, respectively. General
Fund appropriations total $9,181.5 million and $9,351.2 million in fiscal
1997-98 and fiscal 1998-99, respectively. For fiscal 1997-98, General Fund
appropriations would decrease by 0.6% over estimated expenditures for fiscal
year 1996-97 and would increase by 1.8% in fiscal year 1998-99, below the
anticipated increase in inflation. Based upon these levels of appropriations,
the proposed budget would remain well within the limits set by the State's
Constitutional expending cap: $384.1 million below the fiscal 1997-98
expenditure cap and $307.6 million below the fiscal 1998-99 expenditure cap.

The proposed budget anticipates significant income tax changes aimed
at increasing overall disposable income and encouraging economic expansion
in the State. The proposed budget enhances the income tax relief enacted during
the 1995 legislative session by expanding the taxable income amounts subject to
the lower 3% income tax rate. For income years commencing on and after
January 1, 1997, the application of the 3% rate is expanded from the first
$9,000 of taxable income to the first $12,000 of taxable income for joint
filers. For income years commencing on and after January 1, 1998, the
application of the 3% rate is further expanded from the first $12,000 of taxable
income to the first $48,000 of taxable income for joint filers. In addition, for
income years commencing on and after January 1, 1998, all Social Security income
would be exempt from the state's personal income tax.

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The proposed budget anticipates increased education expenditures
of $26 million in fiscal 1997-98 and $37 million in fiscal 1998-99 to implement
recommendations of the Education Improvement Panel, convened in 1996 for the
purpose of making recommendations to improve education in the State following
the State Supreme Court ruling in SHEFF V. O'NEILL that the State's educational
system failed to provide students in the State with equal educational
opportunities. The proposed budget also anticipates increased expenditures in
fiscal 1998-99 as a result of the transfer of certain Highway Patrol functions
from the Special Transportation Fund to the General Fund in connection with the
implementation of the proposed gasoline tax reduction.

The proposed budget also anticipates significant reductions in
expenditures from current service levels. Some of the changes, which are
expected to result in significant long term savings to the State, include
restructuring the General Assistance program to eliminate all cash and
medical benefits for employable adults, acceleration of the move to managed care
for those individuals remaining on General Assistance, restructuring the
Medicaid program under a waiver, reducing by 10% the State's block grants to
constituent units of higher education, a comprehensive overhaul of the State's
information technology functions in conjunction with a reorganization of state
agencies across functional lines, implementation of actuarial changes resulting
in decreased expenditures to fund the State Employees' Retirement System
unfunded past service liability, and implementing an early retirement incentive
for state employees and limited co-pays for certain more expensive health care
plans. The proposed budget reflects the Governor's goals to improve the
ways in which State government delivers services, reduces the tax
burden, and encourages economic growth in the State. It was anticipated
that the General Assembly would adopt a biennial budget no later than June
1997.

The Connecticut General Statutes require the Comptroller to report the
State's fiscal position monthly. This required report compares revenues already
received and expenditures already made to estimated revenues to be collected and
estimated expenditures to be made during the balance of the year.

The Comptroller's November 1, 1996, letter indicated a projected
General Fund surplus of $41.2 million for fiscal 1996-97. No assurances can be
given that subsequent projections will not indicate changes in the 1996-97
General Fund result. To the extent there is a deficit at the end of the fiscal
year, it may be funded by a transfer from the $241 million Budget Reserve Fund.

In November 1992, Connecticut voters approved a constitutional
amendment requiring a balanced budget for each year. The amendment provides that
the amount of general budget expenditures authorized for any fiscal year shall
not exceed the estimated amount of revenue for such fiscal year. It also
provides for a cap on budget expenditures. The General Assembly is precluded
from authorizing an increase in general budget expenditures for any fiscal year
above the amount of general budget expenditures for the previous fiscal year by
a percentage which exceeds the greater of the percentage increase in personal
income or the percentage increase in inflation, unless the Governor declares an
emergency or the existence of extraordinary circumstances and at least
three-fifths of the members of each house of the General Assembly vote to exceed
such limit for the purposes of such emergency or extraordinary circumstances.
The limitation on general budget expenditures does not include expenditures for
the payment of bonds, notes or other evidences of indebtedness. There is no
statutory or constitutional prohibition against bonding for general budget
expenditures.

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LITIGATION

The State of Connecticut, its officers and employees, are defendants
in numerous lawsuits. The ultimate disposition of and final consequences of
these lawsuits are not determinable at present. The Attorney General's Office
has reviewed the status of pending lawsuits and reports that in its opinion such
pending litigation will not be determined in the end so as to result,
individually or in the aggregate, in a final judgment against the State which
would materially adversely affect its financial position, except that in the
cases described below the fiscal impact of an adverse decision might be
significant but is not determinable at this time.

The cases described in this section generally do not include any
individual case where the fiscal impact of an adverse judgment is expected to be
less than $15 million, but adverse judgments in a number of such cases could, in
the aggregate and in certain circumstances, have a significant impact.

CONNECTICUT CRIMINAL DEFENSE LAWYERS ASSOCIATION V. FORST is an action
brought in 1989 in Federal District Court alleging a pervasive campaign by the
State and various State Police officials of illegal electronic surveillance,
wiretapping and bugging for a number of years at Connecticut State Police
facilities. The plaintiffs seek compensatory damages, punitive damages, as well
as other damages and costs and attorneys' fees, as well as temporary and
permanent injunctive relief. In November 1991, the court issued an order which
will allow the plaintiffs to represent a class of all persons who participated
in wire or oral communications to, from, or within State Police facilities
between January 1, 1974 and November 9, 1989 and whose communications were
intercepted, recorded and/or used by the defendants in violation of the law.
This class includes a sub-class of the Connecticut State Police Union, current
and former Connecticut State Police officers who are not defendants in this or
any consolidated case, and other persons acting on behalf of the State Police
who participated in oral or wire communications to, from or within State Police
facilities between such dates.

SHEFF V. O'NEILL is a Superior Court action brought in 1989 on behalf
of black and Hispanic school children in the Hartford school district. The
plaintiffs sought a declaratory judgment that the public schools in the greater
Hartford metropolitan area are segregated de facto by race and ethnicity and are
inherently unequal to their detriment. They also sought injunctive relief
against state officials to provide them with an "integrated education." On April
12, 1995, the Superior Court entered judgment for the State. On July 9, 1996,
the State Supreme Court reversed the Superior Court judgment and remanded the
case with direction to render a declaratory judgment in favor of the plaintiffs.
The Court directed the legislature to develop appropriate measures to remedy the
racial and ethnic segregation in the Hartford public schools. The Supreme Court
also directed the Superior Court to retain jurisdiction of this matter.

THE CONNECTICUT TRAUMATIC BRAIN INJURY ASSOCIATION, INC. V. HOGAN is a
Federal District Court civil rights action brought in 1990 on behalf of all
persons with retardation or traumatic brain injury who have been, or may be,
placed in Norwich, Fairfield Hills or Connecticut Valley Hospitals. The
plaintiffs claim that the treatment and training they need is unavailable in
state hospitals for the mentally ill and that placement in those hospitals
violates their constitutional rights. The plaintiffs seek relief which would
require that the plaintiff classmembers be transferred to community residential
settings with appropriate support services. This case has been

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settled as to all persons with mental retardation by their eventual discharge
from Norwich and Fairfield Hills Hospital. The case is still proceeding as to
those persons with traumatic brain injury.

CONNECTICUT HOSPITAL ASSOCIATION V. ROWLAND is an action brought in
1996 in Superior Court challenging the statute which requires payment by a
hospital to the State of the amount which exceeds the net revenue limit of a
hospital authorized by the Office of Health Care Access for the fiscal year 1995
and relevant future years, subject to certain adjustments. The plaintiffs claim
that the statute is unconstitutional and seek to enjoin its enforcement and the
collection of the excess amounts by the State.

Several suits have been filed since 1977 in the Federal District Court
and the Connecticut Superior Court on behalf of alleged INDIAN TRIBES in various
parts of the State, claiming monetary recovery as well as ownership to land in
issue. The land involved is located generally in rural and residential areas.
However, a suit was brought in 1992 involving land within the City of
Bridgeport. The same plaintiff group in that suit subsequently also sued
concerning land in Trumbull and Southbury and has threatened to sue regarding
additional land in other towns in the State.

2. FLORIDA

SPECIAL CONSIDERATIONS REGARDING INVESTMENTS IN
FLORIDA MUNICIPAL SECURITIES

The following is a summary of certain information contained in the
Preliminary Official Statement Relating to $200,000,000 State of Florida
Department of Transportation, Right-of-Way Acquisition and Bridge Construction
Bonds, Series 1997A, dated June 30, 1997. The summary does not purport to be a
complete description and is current as of the date of the statement. The
Funds are not responsible for the accuracy or timeliness of this information.

Personal income in Florida has been growing the last several years and
generally has outperformed both the nation as a whole and the Southeast in
particular. From 1985 through 1995, Florida's per capita income rose an average
of 5.0% per year, while the national per capita income increased an average of
4.9%. Real personal income is estimated to increase 4.2% in 1996-97 and 4.2% in
1997-98 while real personal income per capita in Florida is projected to grow at
2.3% in 1996-97 and 2.4% in 1997-98.

Florida's population growth is one reason why its economy has
typically performed better than the nation as a whole. Since 1987, the United
States has had an average population increase of about 1.0% annually, while
Florida's average annual rate of increase is around 2.2%. Florida has been and
continues to be the fastest growing of the 11 largest states. While annual
growth in the State's population is projected to slow somewhat, it is still
expected to grow by close to 230,000 new residents per year throughout this
decade.

Throughout the 1980s, the unemployment rate in Florida had, generally,
tracked below that of the nation. In the 1990s, the trend reversed, until 1995
and 1996, when

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the State's unemployment rate again tracked below the national average. Since
1987, the average rate of unemployment for Florida is 6.2%, while the national
average is also 6.2%.

Florida's dependency on the highly cyclical construction and
construction-related manufacturing sectors has declined. This trend is expected
to continue as Florida's economy continues to diversify. Florida, nevertheless,
has a dynamic construction industry, with single and multi-family housing starts
accounting for approximately 8.1% of total U.S. housing starts in 1996, while
the State's population is 5.5% of the nation's population. Total housing starts
were 118,400 in 1996. One driving force behind Florida's construction industry
is of course its rapid growth in population.

Financial operations in Florida are maintained through the use of four
funds types -- the General Revenue Fund, Trust Funds, the Working Capital Fund ,
and the Budget Stabilization Fund. In fiscal year 1995-96, an estimated 66% of
total direct revenues to these Funds were derived from State taxes and fees.
Federal funds and other special revenues accounted for the remaining revenues.
Major sources of tax revenues to the General Revenue Fund are the sales and use
tax, corporate income tax, intangible personal property tax, and beverage tax,
which amounted to 69%, 7%, 4%, and 4%, respectively, of total General Revenue
funds available. State expenditures are categorized for budget and appropriation
purposes by type of fund and spending unit, which are further subdivided by line
item. In fiscal year 1995-96, appropriations from the General Revenue Fund for
education, health and welfare, and public safety amounted to approximately 51%,
31%, and 14%, respectively, of the total General Revenue funds available.

For fiscal year 1996-97, the estimated General Revenue plus
Working Capital and Budget Stabilization funds available to Florida are
$16,617.4 million, a 6.7% increase over 1995-96. With combined
General Revenue Fund, Working Capital Fund, and Budget Stabilization Fund
appropriations at $15,537.2 million, unencumbered reserves at the end of
1996-97 are estimated at $1,080.0 million. For fiscal year
1997-98, the estimated General Revenue plus Working Capital and Budget
Stabilization funds available total $17,553.9 million, a 5.6%
increase over fiscal year 1996-97.

The sales and use tax is the greatest single source of tax receipts in
Florida. For the fiscal year ended June 30, 1996, receipts from this source were
$11,461.0 million, an increase of 7.4% from fiscal year 1994-95. The second
largest source of tax receipts is the motor fuel tax. The estimated collections
from this source during the fiscal year ended June 30, 1996 were $1,923.0
million. However, these revenues are almost entirely dedicated trust funds for
specific purposes and are not included in the State General Revenue Fund.
Alcoholic beverage tax revenues totaled $441.5 million for the fiscal year
ending June 30, 1996. The receipts of the corporate income tax for the fiscal
year ended June 30, 1996 were $1,162.7 million, an increase of 9.3% from fiscal
year 1994-1995. Gross receipt tax collections for fiscal year 1995-96 totaled
$543.3 million, an increase of 6.9% over the previous fiscal year. Documentary
stamp tax collections totaled $775.2 million during fiscal year 1995-96,
increasing 11.5% from the previous fiscal year. The intangible personal property
tax is a tax on stocks, bonds, notes, governmental leaseholds, certain limited
partnership interests, and other intangible personal property. Total collections
from intangible personal property taxes were $895.9 million during fiscal year
1995-96, a 9.5% increase from the previous fiscal year. Severance taxes totaled
$77.2 million during fiscal year 1995-96, up 26.1% from the

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previous fiscal year. In November, 1986, Florida voters approved a
constitutional amendment to allow Florida to operate a lottery. Fiscal year
1995-96 produced gross revenues of $2.07 billion of which education received
approximately $788.1 million.

Pursuant to a constitutional amendment which was ratified by the
voters of Florida on November 8, 1994, the rate of growth in State revenues in a
given fiscal year is limited to no more than the average annual growth rate in
Florida personal income over the previous five years. Revenues collected in
excess of the limitation are to be deposited into the Budget Stabilization Fund
unless two-thirds of the members of both houses of the Florida Legislature vote
to raise the limit. The revenue limit is determined by multiplying the average
annual growth rate in Florida personal income over the previous five years by
the maximum amount of revenue permitted under the cap for the previous year. For
the first year, which was fiscal year 1995-96, the limit was based on actual
revenues from fiscal year 1994-95. State revenues are defined as taxes,
licenses, fees, and charges for services imposed by the Florida Legislature on
individuals, businesses or agencies outside of State government. The definition
of State revenues also includes the revenue from the sale of lottery tickets.
Included among the categories of State revenues which are exempt from the
revenue limitation, however, are funds used for debt service on State bonds and
other payments related to debt.

The Florida State Constitution does not permit a state or local
personal income tax. An amendment to the Florida State Constitution by the
electors of Florida is required to impose a personal income tax in Florida.

As of January 1, 1994, property valuations for homestead property are
subject to a growth cap. Growth in the assessed value of property qualifying for
the homestead exemption will be limited to 3% or the change in the Consumer
Price Index, whichever is less. If the property changes ownership or homestead
status, it is to be re-valued at full value on the next tax roll.

3. MASSACHUSETTS

SPECIAL CONSIDERATIONS REGARDING INVESTMENTS
IN MASSACHUSETTS MUNICIPAL SECURITIES

The following is a summary of certain information contained in the
Information Statement of the Commonwealth of Massachusetts dated February 13,
1997 and the Commonwealth's Information Statement Supplement dated June 24,
1997. The summary does not purport to be a complete description and is current
as of the date of the corresponding information statement. The Funds are not
responsible for the accuracy or timeliness of this information.

Massachusetts Municipal Securities may fluctuate in value in response
to a variety of factors, including the economic strength of Massachusetts.

FISCAL YEARS 1992 THROUGH 1997

1992 FISCAL YEAR. Budgeted revenues and other sources for fiscal 1992
were $13.728 billion, including tax revenues of $9.484 billion. Budgeted
revenues and other sources increased by approximately 0.7% from fiscal 1991 to
fiscal 1992, while tax revenues increased by 5.4% for the same period.

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Budgeted expenditures were approximately $13.416 billion in fiscal
1992. Final fiscal 1992 budgeted expenditures were approximately $300 million
higher than the initial July, 1991 estimates of budgeted expenditures.

Overall, the budgeted operating funds ended fiscal 1992 with an excess
of revenues and other sources over expenditures and other uses of $312.3 million
and with positive fund balances of $549.4 million. Total fiscal 1992 spending
authority continued into fiscal 1993 amounted to $231.0 million.

1993 FISCAL YEAR. The budgeted operating funds of the Commonwealth
ended fiscal 1993 with a surplus of revenues and other sources over expenditures
and other uses of $13.1 million and aggregate ending fund balances in the
budgeted operating funds of the Commonwealth of approximately $562.5 million.
Budgeted revenues and other sources for fiscal 1993 totaled approximately
$14.710 billion, including tax revenues of $9.930 billion. Total revenues and
other sources increased by approximately 6.9% from fiscal 1992 to fiscal 1993,
while tax revenues increased by 4.7% for the same period.

Commonwealth budgeted expenditures and other uses in fiscal 1993
totaled approximately $14.696 billion, which is $1.280 billion or approximately
9.6% higher than fiscal 1992 expenditures and other uses.

1994 FISCAL YEAR. The budgeted operating funds of the Commonwealth
ended fiscal 1994 with a surplus of revenues and other sources over expenditures
and other uses of $26.8 million and aggregate ending fund balances in the
budgeted operating funds of the Commonwealth of approximately $589.3 million.
Budgeted revenues and other sources for fiscal 1994 totaled approximately
$l5.550 billion, including tax revenues of $10.607 billion, $87 million below
the Department of Revenue's fiscal 1994 tax revenue estimate of $10.694 billion.
Total revenues and other sources increased by approximately 5.7% from fiscal
1993 to fiscal 1994 while tax revenues increased by 6.8% for the same period.

Commonwealth budgeted expenditures and other uses in fiscal 1994
totaled $15.523 billion, which was $826.5 million or approximately 5.6% higher
than fiscal 1993 budgeted expenditures and other uses.

In June, 1993, the Legislature adopted and the Governor signed into
law comprehensive education reform legislation, requiring substantial annual
increases in state appropriations for education purposes over fiscal 1993 base
expenditures of approximately $1.288 billion.

1995 FISCAL YEAR. Fiscal 1995 tax revenue collections totaled $11.163
billion, approximately $12 million above the Department of Revenue's revised
fiscal year 1995 tax revenue estimate of $11.151 billion, and approximately $556
million or 5.2% above fiscal 1994 tax revenues of $10.607 billion. Budgeted
revenues and other sources, including non-tax revenues, collected in fiscal 1995
totaled $16.387 billion, approximately $837 million, or 5.4%, above fiscal
1994 budgeted revenues of $15.550 billion. Budgeted expenditures and other
uses of funds in fiscal 1995 were approximately $16.251 billion, approximately
$728 million or 4.7% above fiscal 1994 budgeted expenditures and uses of $15.523
billion. The Commonwealth ended fiscal 1995 with an operating gain of $137
million and an ending fund balance of $726 million.

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The final fiscal 1995 supplemental budget modified, with respect to
the fiscal 1995 year-end surplus, the provisions of state law governing deposits
to the Stabilization Fund. As calculated by the Comptroller, the amount of
surplus funds (the sum of the undesignated fund balances at year-end in the
three principle operating funds) for fiscal 1995 was approximately $94.9
million, of which $55.9 million was available to be carried forward as a
beginning balance for fiscal year 1996. Of the balance, approximately $27.9
million was deposited in the Stabilization Fund, and approximately $11.1 million
was deposited in the Cost Relief Fund.

1996 FISCAL YEAR. Budgeted operating funds of the Commonwealth ended
fiscal 1996 with a surplus of revenues and other sources over expenditures and
other uses of $446.4 million, resulting in aggregate ending fund balances in the
budgeted operating funds of the Commonwealth of approximately $1.172 billion.
Budgeted revenues and other sources for fiscal 1996 totaled approximately
$17.328 billion, including tax revenues of approximately $12.049 billion.
Budgeted revenues and other sources increased by approximately 5.7% from fiscal
1995 to fiscal 1996, while tax revenues increased by approximately 7.9% for the
same period. Budgeted expenditures and other uses in fiscal 1996 totaled
approximately $16.881 billion, an increase of approximately $630.6 million, or
3.9%, over fiscal 1995.

Legislation approved by the Governor on July 30, 1996 appropriated $150
million from the Tax Reduction Fund for personal income tax reductions in fiscal
1997, to be implemented by a temporary increase in the amount of the personal
exemption allowable for the 1996 taxable year. On January 23, 1997, the Governor
filed legislation to appropriate the remaining balance of approximately $85
million (including interest earnings) in the Tax Reduction Fund for an
additional temporary personal exemption increase during the 1997 taxable year.

The final fiscal 1996 appropriation bills approved by the Governor on
July 30, 1996 and August 10, 1996 contained approximately $246.9 million in
fiscal 1996 appropriations, approximately $38.2 million in fiscal 1997
appropriations and approximately $221.7 million in fiscal 1996 appropriations
continued for use in fiscal 1997. Amounts carried forward from fiscal 1995 and
deposited in the Cost Relief Fund were appropriated in these bills for further
subsidies to local units of government for costs of water pollution abatement
projects.

1997 FISCAL YEAR. The fiscal 1997 budget is based on numerous spending
and revenue estimates, the achievement of which cannot be assured. The
Legislature enacted the fiscal 1997 budget on June 20, 1996, and the Governor
approved it on June 30, 1996. The budget provides for approximately $17.452
billion in fiscal 1997 expenditures. The Executive Office for Administration and
Finance estimates total spending in fiscal 1997 to be approximately $17.704
billion, including $263.2 million in continuing appropriations and reserved
balances from fiscal 1996. The Executive Office for Administration and finance
estimates fiscal 1997 total budgeted revenues to be approximately $17.394
billion, including approximately $12.307 billion in tax revenues. The tax
revenue estimate amounts to an increase of approximately $257 million, or 2.1%,
over fiscal 1996 tax collections. The current fiscal year 1997 tax revenue
estimate of $12.307 billion was released by the Executive Office for
Administration and Finance with the filing of the Governor's fiscal 1998 budget
proposal. This revised estimate was $184 million higher than the previous
estimate of $12.123 billion released in October 1996. The higher projection is
the result of stronger than anticipated collections through December, 1996 and
the assumption that $85 million in tax cuts initially proposed by the Governor
for fiscal 1997 will now occur in fiscal 1998.

Results through May, 1997 indicate that fiscal 1997 year-to-date tax
collections have totaled approximately $11.420 billion, an increase of
approximately $791 million, or 7.4%,

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over the same period in fiscal 1996. On May 20, 1997 the Secretary of
Administration and Finance revised the fiscal 1997 tax revenue estimate included
in the Governor's budget recommendations filed in January upward by $200
million, bringing the estimated total for the year to $12.507 billion. The
results through May place fiscal 1997 tax collections approximately $427 million
above the midpoint of the Department of Revenue's benchmark range and
approximately $397 million above the top of that range. Total fiscal 1997
revenues are projected to total approximately $17.386 billion. Supplemental
fiscal 1997 appropriations to date total approximately $135.8 million. Projected
total fiscal 1997 expenditures are approximately $17.702 billion, including
approximately $110 million reserved for contingencies.

CASH FLOWS. On June 11, 1997, the State Treasurer and the Secretary of
Administration and Finance released revised cash flow projections for fiscal
1997 and fiscal 1998.

Fiscal 1997 is projected to end with a cash balance of $162.6 million.
The report states that this projection is based on conservative assumptions and
that, given recent economic performance, actual results may be better. The
projected year-end balance does not include any fiscal 1997 activity that may
occur after June 30, 1997, nor does it include $95.4 million to be transferred
to the Stabilization Fund on account of fiscal 1996. The report notes that
Commonwealth transit notes are not being issued in June, 1997, as previously
projected and that the $240 million of transit notes due in June, 1997 are being
paid with cash. The projection assumes that $240 million of Commonwealth transit
notes will be issued in August, 1997. The projection also assumes that the
Commonwealth will issue $400 million on bond anticipation notes during fiscal
1998 in anticipation of payments to be received from the Massachusetts Turnpike
Authority and the Massachusetts Port authority in connection with the Central
Artery/Ted Williams Tunnel project, as contemplated by the Metropolitan Highway
system legislation approved by the Governor on March 20, 1997 and the
transportation bond legislation approved by the Governor on May 16, 1997. In
addition, the projection contemplates the issuance of $175 million of grant
anticipation notes during fiscal 1998, in anticipation of future federal funding
for the project. The fiscal 1998 ending cash balance is estimated to be $349.0
million. The cash flow statement for fiscal 1998 projects no need to borrow for
operating needs under the Commonwealth's commercial paper program and notes that
no short-term borrowings have been required during fiscal 1997.

The ending balances projected in the cash flow forecasts for fiscal
1997 and fiscal 1998 are likely to differ from the estimated ending balances for
the Commonwealth's operating budget for those years because of timing
differences and the effect of non-budget items.

THE GOVERNMENT

On March 11, 1997, the Legislature's Committee on Counties approved
legislation that would abolish Middlesex County government immediately upon
final approval of the legislation and transfer its functions to the
Commonwealth. The county's debts and liabilities which are in force on July 1,
1997 would be assumed by the Commonwealth and amortized over a period of up to
25 years from assessments on the cities and towns within the county. The
legislation would also bar the sale of public property to satisfy judgments
against the county. On June 11, 1997, the legislation was approved by the House
Committee on Ways and Means, with an effective date of June 30, 1997. As
approved by the Ways and Means Committee, assessments on cities and towns would
be capped at the level of the county tax paid by such city or town in fiscal
1997. The Ways and Means Committee bill contains an appropriation of
approximately $24.6 million (from unexpended balances of

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maintenance appropriations that would otherwise revert on June 30, 1997) to
provide for payments to vendors of Middlesex County Hospital and for debt
service on bonds and notes issued by Middlesex County that are overdue or about
to be due. The bill would also establish a task force on the valuation of county
assets and liabilities that would be charged with compiling an inventory and
providing for the valuation of all property of all counties in the Commonwealth
for the purposes of considering the abolition of county government and the
transfer of its functions, assets and liabilities to the Commonwealth. The
seven-member task force, which would consist of four members of the Legislature,
the Secretary of Administration and Finance, the Inspector General and the State
Auditor, would be required to file a report by January 1, 1998.

On May 21, 1997, the Senate approved legislation as part of its fiscal
1998 budget that would abolish the system of county government in all counties
in the Commonwealth as of July 1, 1998. Until that date, the Secretary of
Administration and Finance would be empowered to declare a fiscal emergency in
any county that exhibits fiscal distress, as described in the legislation, and
the Governor would be empowered to appoint a receiver for any such county. All
valid liabilities and debts of the counties in force on June 30, 1998 would
become obligations of the Commonwealth, as would all valid leases and contracts
of the counties in force on June 30, 1997. According to the Senate Committee on
Ways and Means, the counties have an accumulated debt of approximately $45
million and unfunded pension liabilities of $287.9 million.

COMMONWEALTH REVENUES

In order to fund its programs and services, the Commonwealth collects
a variety of taxes and receives revenues from other non-tax sources, including
the federal government and various fees, fines, court revenues, assessments,
reimbursements, interest earnings and transfers from its non-budgeted funds. In
fiscal 1996, approximately 70.3% of the Commonwealth's annual budgeted revenues
were derived from state taxes. In addition, the federal government provided
approximately 16.9% of such revenues, with the remaining 12.8% provided from
departmental revenues and transfers from non-budgeted funds.

The major components of State taxes are the income tax, which
accounted for approximately 55.7% of total tax revenues in fiscal 1996, the
sales and use tax, which accounted for approximately 21.7%, and the business
corporations tax, which accounted for approximately 7.3%. Other tax and excise
sources accounted for the remaining 15.3% of total fiscal 1996 tax revenues.

INCOME TAX. The Commonwealth assesses personal income taxes at flat
rates, according to classes of income, after specified deductions and
exemptions. A rate of 5.95% is applied to income from employment, professions,
trades, businesses, rents, royalties, taxable pensions and annuities and
interest from Massachusetts banks; a rate of 12% is applied to other
interest (although interest on obligations of the United States and of the
Commonwealth and its political subdivisions is exempt) and dividends; and, as of
January 1, 1996, a rate ranging from 12% on capital gains from the sale of
assets held for one year and less to 0% on capital gains from the sale of
certain assets held more than six years.

Under Chapter 151 of the Acts of 1990 up to 15% of state income tax
receipts are pledged to the payment of debt service on approximately $383.0
million of outstanding Fiscal Recovery Bonds issued pursuant to Chapter 151.

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Partially as a result of income tax rate increases, state income tax
revenues increased by 5.8% from fiscal 1991 to fiscal 1992. Compared to the
prior fiscal year, state income tax revenues increased by 0.7% in fiscal 1993,
5.9% in fiscal 1994, 5.0% in fiscal 1995 and 7.9% in fiscal 1996 and are
projected to decrease by 0.3% in fiscal 1997.

SALES AND USE TAX. The Commonwealth imposes a 5% sales tax on retail
sales of certain tangible properties (including retail sales of meals)
transacted in the Commonwealth and a corresponding 5% use tax on the storage,
use or other consumption of like tangible properties brought into the
Commonwealth. However, food, clothing, prescribed medicine, materials and
produce used in food production, machinery, materials, tools and fuel used in
certain industries, and property subject to other excises (except for
cigarettes) are exempt from sales taxation. The sales and use tax is also
applied to sales of electricity, gas and steam for certain nonresidential use
and to nonresidential and most residential use of telecommunications services.

BUSINESS CORPORATIONS TAX. Business corporations doing business in the
Commonwealth, other than banks, trust companies, insurance companies, railroads,
public utilities and safe deposit companies, are subject to an excise that has a
property measure and an income measure. The value of Massachusetts tangible
property (not taxed locally) or net worth allocated to the Commonwealth is taxed
at $2.60 per $1,000 of value. The net income allocated to Massachusetts, which
is based on gross income for federal taxes, is taxed at 9.5%. The minimum tax is
$456. Both rates and the minimum tax include a 14% surtax. Compared to the prior
fiscal year, business corporation tax revenues increased by 5.1% in fiscal 1992,
14.5% in fiscal 1993, 6.1% in fiscal 1994 and 16.4% in fiscal 1995. Fiscal 1996
tax revenues from business corporations were 3.8% lower than fiscal 1995,
due primarily to an estimated $49 million reduction in the business
corporations tax resulting from the application of the "single sales
factor" apportionment formula for the business corporations tax. The new
formula, when fully implemented, will calculate a firm's taxable income as its
net income times the percentage of its total sales that are in Massachusetts, as
opposed to the current formula that takes other factors, such as payroll and
property, into account.

BANK TAX. Commercial and savings banks are subject to an excise tax of
12.54%. On July 27, 1995, the Governor approved legislation that will reduce
the rate over several years to 10.5%, the same effective rate charged to other
corporations. The Department of Revenue estimates that the tax cut, when
fully implemented in fiscal year 1999, will result in an annual $32.3 million
revenue loss, including the effect of provisions in the proposed legislation
that would apply the tax to out-of-state banks and other financial institutions
that are not currently taxed and that would lead to an estimated $18 million
annual gain.

For fiscal 1992, the excise tax on commercial and savings banks yielded
$60.2 million, representing an increase of approximately 25.2% over fiscal 1991.
Due to the settlement by the Department of Revenue of a case pending before the
Appellate Tax Board, the Commonwealth paid a taxpayer commercial bank $37.0
million, thus reducing revenues from the commercial and savings bank excise tax
in fiscal 1992 from $97.1 million to $60.2 million. For fiscal 1993, tax
revenues from banks increased to $152.9 million, or approximately 154.5% above
fiscal 1992. Fiscal 1994 tax revenues from banks were approximately $199.9
million, or approximately 30.7% above fiscal 1993. Fiscal 1995 tax revenues from
banks were $206 million, or approximately 3.0% above fiscal 1994. Fiscal 1996
tax revenues from banks were approximately $218.6 million, or approximately
6.2% higher than

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fiscal 1995. Fiscal 1997 bank tax revenues are projected to
total approximately $215 million, or approximately 1.7%, below fiscal 1996.

OTHER TAXES. Other tax revenues of the Commonwealth totaled
approximately $1.637 billion in fiscal 1996, an increase of approximately
2.9% from fiscal 1995. Other tax revenues are derived by the Commonwealth from
motor fuels excise taxes, cigarette and alcoholic beverage excise taxes, estate
and deed excises and other tax sources. Fiscal 1997 revenues from other tax
revenues are projected to total approximately $1.713 billion, an increase of
approximately 4.6% from fiscal 1996. Most of this increase is due to the
imposition of an additional 25 cent tax on tobacco products, which is expected
to result in approximately $74 million in additional tax receipts in fiscal
1997.

ESTATE TAX REVISIONS. The fiscal 1993 budget included legislation which
gradually phases down the current Massachusetts estate tax until it becomes a
"sponge tax" in 1997. The "sponge tax" is based on the maximum amount of the
credit for the State taxes allowed for federal estate tax purposes.

FEDERAL AND OTHER NON-TAX REVENUES

Federal revenue is collected through reimbursements for the
federal share of entitlement programs such as Medicaid and beginning
in Federal Fiscal year 1997, through block grants for programs such as
Transitional Assistance to Needy Families ("TANF"), formerly Aid to Families
with Dependent Children ("AFDC"). The amount of federal revenue to be
received is determined by state expenditures for these programs. Federal
reimbursements in fiscal 1992 decreased by $383 million from $2.777 billion
in fiscal 1991 to $2.394 billion, reflecting a decrease of $349 million in
uncompensated care payments. In fiscal 1993, federal reimbursements increased to
$2.674 billion as a result of increased spending for certain entitlement
programs. Federal reimbursement for fiscal 1994 increased to $2.901
billion and increased further to $2.970 billion in fiscal 1995. Federal
reimbursements for fiscal 1996 increased to $3.039 billion but are expected
to decline to $2.903 billion in Fiscal 1997 due to one-time federal
reimbursements for Fiscal 1996 spending.

Departmental and other non-tax revenues are derived from licenses,
registrations and fees generated through cash transactions and reimbursement and
assessments for services. Annual revenues from these sources increased
11.8% from $1.187 billion in fiscal 1992 to $1.327 billion in fiscal 1993,
decreased 10.5% to $1.188 billion in fiscal 1994, increased 7.2% to
$1.273 billion in fiscal 1995 and decreased 5.4% to $1.208 billion in
fiscal 1996. Departmental and other non-tax revenues are projected to increase
3.8% to $1.254 billion in fiscal 1997.

Interfund transfers and other sources from non-budgeted funds
totaled approximately $1.032 billion in fiscal 1996, an increase of 5.2%
compared to fiscal 1995. For the budgeted operating funds, interfund
transfers include transfers of profits from the State Lottery and Arts Lottery
Funds and reimbursements for the budgeted costs of the State Lottery Commission,
which accounted for $558.0 million, $600.2 million, $667.3 million,
$709.5 million and $727.5 million in fiscal 1992 through 1996,
respectively and which are expected to account for $752.7 million in
fiscal 1997.

In fiscal 1991, special laws authorized transfers among the General,
Highway and Local Aid Funds to eliminate certain deficit fund balances.
Legislation included

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within the fiscal 1993 budget prohibits, beginning with fiscal 1992, the
transfer of operating funds from the Highway Fund to the General Fund.

On September 29, 1995, the Governor signed a tribal-state compact
between the Wampanoag Tribe of Gay Head and the Commonwealth which establishes
the relationship between the tribe and the Commonwealth with respect to the
operation of a casino in the city of New Bedford. The compact is subject to
approval by the Legislature and by the United States Secretary of the Interior.
The Governor also filed companion legislation that would authorize the licensing
of up to 700 slot machines at each of the four race tracks now licensed in the
state, as well as a casino in Hampden County. On November 9, 1995, the United
States Secretary of the Interior announced that he would not approve the
tribal-state compact between the Wampanoag Tribe of Gay Head and the
Commonwealth until after the Legislature had approved it. The Legislature
did not act on the compact prior to concluding its formal sessions on July 31,
1996. On January 17, 1997, the Governor re-filed the compact with the
Legislature.

LIMITATIONS ON TAX REVENUES

In Massachusetts efforts to limit and reduce levels of taxation have
been under way for several years. Limits were established on state tax
revenues by legislation enacted on October 25, 1986 and by an initiative
petition approved by the voters on November 4, 1986. The two measures are
inconsistent in several respects.

Chapter 62F, which was added to the General Laws by initiative petition
in November, 1986, establishes a State tax revenue growth limit for each
fiscal year equal to the average positive rate of growth in total wages and
salaries in the Commonwealth, as reported by the federal government, during the
three calendar years immediately preceding the end of such fiscal year. Chapter
62F also requires that allowable state tax revenues be reduced by the
aggregate amount received by local governmental units from any newly authorized
or increased local option taxes or excises. Any excess in State tax revenue
collections for a given fiscal year over the prescribed limit, as determined by
the State Auditor, is to be applied as a credit against the then current
personal income tax liability of all taxpayers in the Commonwealth in proportion
to the personal income tax liability of all taxpayers in the Commonwealth for
the immediately preceding tax year. Unlike Chapter 29B, as described below, the
initiative petition did not exclude principal and interest payments on
Commonwealth debt obligations from the scope of its tax limit. However, the
preamble contained in Chapter 62F provides that "although not specifically
required by anything contained in this chapter, it is assumed that from
allowable State tax revenues as defined herein the Commonwealth will give
priority attention to the funding of state financial assistance to local
governmental units, obligations under the state governmental pensions
systems, and payment of principal and interest on debt and other obligations of
the Commonwealth."

The legislation enacted in October, 1986, which added Chapter 29B to
the General Laws, also established an allowable state revenue growth
factor by reference to total wages and salaries in the Commonwealth. However,
rather than utilizing a three-year average wage and salary growth rate, as used
by Chapter 62F, Chapter 29B utilizes an allowable state revenue
growth factor equal to one-third of the positive percentage gain in
Massachusetts wages and salaries, as reported by the federal government, during
the three calendar years immediately preceding the end of a given fiscal year.
Additionally, unlike Chapter 62F, Chapter 29B allows for an increase in maximum
state tax revenues to fund an increase in local

<PAGE>

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aid and excludes from its definition of state tax revenues (i) income derived
from local option taxes and excises, and (ii) revenues needed to fund debt
service costs.

Tax revenues in fiscal 1992 through fiscal 1996 were lower
than the limit set by either Chapter 62F or Chapter 29B. The Executive Office
for Administration and Finance currently estimates that State tax revenues in
fiscal 1997 will not reach the limit imposed by either of these statutes.

4. RHODE ISLAND

SPECIAL CONSIDERATIONS REGARDING INVESTMENTS IN
RHODE ISLAND MUNICIPAL SECURITIES

The following is a summary of certain information contained in the
Information Statement of the State of Rhode Island and Providence Plantations
dated June 5, 1997. The summary does not purport to be a complete
description and is current as of the date of the information statement. The
Funds are not responsible for the accuracy or timeliness of this information.

Rhode Island Municipal Securities may fluctuate in value in response to
a variety of factors, including the economic strength of State and local
governments and the availability of federal funding.

OVERVIEW OF THE ECONOMY

POPULATION CHARACTERISTICS

Rhode Island experienced modest population increases between 1980 and
1990. The 1990 United States census count for Rhode Island was 1,005,000, or 5.9
percent more than the 949,000 counted in 1980. While the Rhode Island
population did not change significantly between 1989 and 1993, it decreased by
1.0 percent between 1993 and 1996. Bureau of the Census estimates
from 1996 show the Rhode Island population to be 990,000. In
contrast, the total United States population increased by approximately 9.7
percent between 1980 and 1990, 3.4 percent between 1990 and 1993, and
2.9 percent between 1993 and 1996.

PERSONAL INCOME, CONSUMER PRICES AND POVERTY

Per capita personal income levels in Rhode Island have been consistent
with those in the United States since 1970. In addition, Rhode Island has
maintained a poverty rate well below the national average. In 1995, 10.6
percent of the Rhode Island population was below the poverty line, while
13.8 percent of the population of the United States fell below the poverty
line.

EMPLOYMENT

Total employment levels in Rhode Island grew at a rate of 1.0
percent in 1994, 1.5 percent in 1995, and 0.3 percent in 1996. The only
employment sector that declined in 1996 was Manufacturing, which has
experienced declining employment levels since 1985. The sector employing the
greatest number of people in Rhode Island continues to be the service sector,
which contributed approximately one-third of total non-agricultural
employment in 1994.

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ECONOMIC BASE AND PERFORMANCE

Rhode Island has a diversified economic base which includes traditional
manufacturing, high technology, and service industries. A substantial portion
of products produced by these sectors is exported. Like most other
historically industrial states, Rhode Island has seen a shift in employment from
labor-intensive manufacturing industries to technology and service-based
industries.

HUMAN RESOURCES

Skilled human capital is the foundation of economic strength in Rhode
Island. It provides the basis for a technologically dynamic and industrially
diverse regional economy. The Rhode Island population is well-educated with 27.6
percent of its residents over the age of 25 having received at least an
Associate's degree. In addition, per pupil spending on public elementary and
secondary education in Rhode Island has been significantly higher than the
national average since 1980. For the 1994-95 academic year Rhode Island spent
25% more per pupil than the national average.

ECONOMIC FORECAST

The Revenue Estimating Conference incorporates a range of economic
forecasts and economic information in making revenue estimates. During its May,
1997 meeting, forecasts were presented by Data Resources, Inc. (DRI), the
New England Economic Project (NEEP), and Regional Financial Associates.
Current employment and labor force trends were also presented by the Department
of Labor and Training.

While growth will be slower than the past year, there is little
recession risk for FY 1997 and FY 1998, with the risk growing toward the end of
1998 to approximately 30 percent based on the DRI/McGraw-Hill forecast.

EMPLOYMENT. The economists generally agreed that employment would grow
1.1 percent for FY 1997, an increase over the FY 1996 growth of 0.6 percent.
Benchmark revisions for FY 1996 employment data had resulted in a reduction in
non-farm employment growth from 1.3 percent to 0.6 percent. The revised FY 1997
forecast reflects significant increases from the December projections of 0.3
percent growth for FY 1997.

There is lack of agreement over the forecast employment growth for FY
1998, however. Both New England Economic Project and Regional Financial
Associates estimate growth of approximately 0.6 percent, while DRI is more
optimistic with 1.4 percent job growth. This is a difference between the
forecasts of approximately 3,600 new jobs.

PERSONAL INCOME. Personal income growth for FY 1997 is forecast to be
approximately 4.7 percent which is less than the 5.7 percent experience in FY
1996. FY 1998 growth varies by forecaster between 4.0 and 4.9 percent. The
difference in the estimates of the three economists is based on the emphasis of
contributing factors. The 4.9 percent estimate for personal income growth is
based on the assumptions that wage rates (even for unskilled workers) will
continue to grow and remain at the elevated levels and that employment losses in
the manufacturing sector will begin to slow through FY 1998. On the other hand,
the 4.0 percent forecast is based on the assumption that the manufacturing
employment losses will continue at a fairly constant rate through FY 1998.

<PAGE>
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WAGE AND SALARY INCOME. One of the factors contributing to the
differences in personal income growth is differences in estimated wage and
salary income growth. The projection provided by the three economists range from
3.1 percent to 4.9 percent for FY 1997 and from 2.5 percent to 5.6 percent in FY
1998. Again, the differences are attributable to the level of anticipated
employment losses in the manufacturing sector and to the anticipated strength of
wage growth throughout the forecast period.

GENERAL FUND REVENUES AND EXPENDITURES

The State draws nearly all of its revenue from a series of non-property
related taxes and excises, principally the personal income tax and general
retail sales and use tax, from federal assistance payments and grants-in-aid,
and from earnings and receipts from certain State-operated programs and
facilities. The State additionally derives revenue from a variety of special
purpose fees and charges which must be used for specific purposes as required by
State law.

<PAGE>

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MAJOR SOURCES OF STATE REVENUE

TAX REVENUES. Approximately 66.3 percent of all taxes and
departmental receipts in FY 1996 were derived from the Rhode Island
personal income tax and the sales and use tax. They constituted 59.0 percent of
all general revenues.

PERSONAL INCOME TAX. State law provides for a personal income tax on
residents and non-residents (including estates and trusts) equal to a percentage
of the federal income tax liability attributable to the taxpayer's Rhode Island
income. Effective with the passage of Chapter 6 of the 1991 Rhode Island Public
Laws, the State rate became 27.5 percent of the taxpayer's federal income tax
liability for the period January 1, 1991 and thereafter. However, Article 30 of
the 1993 Appropriations Act provided for a second tier rate of 32.0 percent on
the amount of a taxpayer's federal tax liability which is in excess of fifteen
thousand dollars. This provision remained in effect through tax year 1993,
although the Tax Administrator, using his authority to adjust rates (as
described below), modified the second tier rates in October 1993. This was done
to offset the effects of changes in federal tax law contained in the Omnibus
Budget Reconciliation Act of 1993 (H.R. 2264).

The Rhode Island personal income tax accounted for approximately
32.6 percent of the State's FY 1996 general revenues.

BUSINESS CORPORATION TAX. The business tax is imposed on corporations
deriving income from sources within the State or engaging in activities for the
purpose of profit or gain. Article 20 of the 1990 Budget as amended set a rate
of 9.0 percent effective July 1, 1989. Passage of the FY 1991 Reissuance
of Appropriations Act provided for a surtax of 11.0 percent on the amount
otherwise due for corporations whose taxable year ends on or after March 31,
1991 and before January 1, 1993.

The Corporation tax was amended in 1993 to change the carry-back,
carry-forward provisions from 3 years back, 15 years forward to five years
forward. Two reductions to the business corporation tax were enacted as part of
the FY 1994 Budget; the first repealed the 11.0 percent surtax for corporations
whose taxable years begin on or after January 1, 1994 (an extension to January
1, 1997 was enacted in 1993), and the second doubled the investment tax credit
from two to four percent for investments made beginning January 1, 1994.

Corporations dealing in securities on their own behalf, whose gross
receipts from such activities amount to at least 90.0 percent of their total
gross receipts, have been exempt from the net worth computation but are required
to pay the 9.0 percent income tax. Regulated investment companies and real
estate investment trusts and personal holding companies pay a tax at the rate of
10(cent) per $100 of gross income or $100, whichever is greater.

SALES AND USE TAX. The State assesses a tax on all retail sales,
subject to certain exceptions, and on hotel and other public accommodation
rentals, as well as upon the storage, use or other consumption of tangible
personal property in the State. The sales and use tax is imposed upon the
retailer at the rate of 7.0 percent of the gross receipts from taxable sales.
Included as major exemptions from the tax are: (a) food (excluding food sold by
restaurants, drive-ins or other eating places) for human consumption off the
premises of the retailer; (b) clothing; (c) medicines sold on prescription; (d)
fuel used in the heating of

<PAGE>

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homes and residential premises; (e) domestic water usage; (f) gasoline and
other motor fuels otherwise specifically taxed; (g) sales of tangible
property and public utility services when the property or service becomes a
component part of a manufactured product for resale, or when the property
or service is consumed directly in the process of manufacturing or
processing products for resale and such consumption occurs within one year
from the date such property is first used in such production; (h) tools,
dies and molds and machinery and equipment (including replacement parts
thereof) used directly and exclusively in an industrial plant in the actual
manufacture, conversion or processing of tangible personal property to be
sold; (i) sales of air and water pollution control equipment for
installation pursuant to an order by the State Director of Environmental
Management; and (j) sales of boats or vessels to nonresidents for use
outside the State.

OTHER TAXES. In addition to the above described taxes, the State
imposes various fees, taxes and excises for the registration of domestic and
foreign corporations, the sale of liquor and other alcoholic beverages, the
registration of motor vehicles and the operation of pari-mutuel betting.

DEPARTMENTAL REVENUES. The largest category of departmental
earnings is the group defined as licenses and fees, due largely to the
assessment of the hospital licensing fee. There was a one year
hospital licensing fee, which yielded $77.3 million in 1995. The 1996
Appropriations Act extended the fee one year but at a lower rate
generating $37.5 million. The FY 1997 Appropriations Act extended the
fee for an additional year at the same rate of 2.2 percent. The FY
1998 budget would extend the fee for an additional one year. The
second largest category of revenue is sales and services, which
includes disproportionate share revenues. Other departmental revenues
include various miscellaneous receipts such as investment earnings on
General Fund balances.

RESTRICTED RECEIPTS. In FY 1996, the State received a total of
$92.8 million in restricted receipts excluding transfers into the General
Fund, based upon audited statements. These reflect various specialized fees and
charges, interest on certain funds and accounts maintained by the State and
private contributions and grants to certain State programs. Such receipts are
restricted under State law to offset State expenditures for the program under
which such receipts are derived.

OTHER SOURCES. The largest component of Other Sources is the transfer
from the State Lottery. The State Lottery Fund was created in 1974 for the
receipt and disbursement of revenues of the State Lottery Commission from sales
of lottery tickets and license fees.

For FY 1996, Lottery transfers totaled $90.4 million based
on audited statements.

The second largest single component of Other Sources is the gas tax
transfer from the Intermodal Surface Transportation Fund. Gasoline tax receipts
not dedicated for use by transportation agencies became available to the general
fund. This amounted to $38.3 million in fiscal 1996.

Other Miscellaneous Sources in FY 1996 totaled $59.9
million based upon audited statements. It included $14.6 million in prior
year Medical Assistance recoveries, $14.5 million in DEPCO excess payments, $3.8
million in settlements for employee medical costs and numerous other recoveries
and adjustments.

FEDERAL RECEIPTS. In FY 1996, the State collected receipts of
$863.5 million from the federal government, representing grants-in-aid and
reimbursements to the

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State for expenditures for various health, welfare and
educational programs and distribution of various restricted or categorical
grants-in-aid.

Federal grants-in-aid reimbursements are normally conditioned to some
degree, depending on the particular program being funded, on matching resources
by the State ranging from a 50 percent matching expenditure to in-kind
contributions. The largest categories of federal grants and reimbursements are
made for medical assistance payments for the indigent (Title XIX) and Aid to
Families with Dependent Children (AFDC). The federal participatory rate for
these two programs are recalculated annually, and the major determinant in the
rate calculation is the relative wealth of the State. The federal match rate
is 53.9 percent as of October 1, 1996.

REVENUE ESTIMATES

FISCAL YEAR 1997. The fiscal year 1997 estimate is revised upward
by $66.1 million over the enacted level and $33.5 million over the revised
estimate made at the December Revenue Estimating Conference. This is a
revision of 3.8 percent to the enacted estimate and 1.9 percent over December.
The estimate includes adjustments resulting from passage of the fiscal year 1997
Supplemental Appropriations Act, 97-H-5248, Substitute A.

The largest revision was $27.9 million in personal income taxes
over the December estimate. This was an increase of $42.2 million to the enacted
estimate. The revisions to the December estimate were: $10.6 million increased
for estimated filings, $8.4 million increase in final payments, $0.2 million
decrease in estimated refunds, and an $8.7 million increase in estimated
withholding payments. The Conference adopted estimated payments of $129.0
million, growth of 12.9 percent over fiscal year 1996, reflecting market
activity. The 13.3 percent increase in finals payments appears to also reflect
that activity. Refunds are estimated to be 4.3 percent above FY 1996.
Withholding growth is estimated at 4.9 percent.

Total general business taxes estimates were within $0.5
million of the December estimate with gains in Corporate Income Tax ($10.8) and
Public Utilities Gross Earnings Taxes ($3.3 million) being offset by lower
estimates for financial institutions ($10.9 million), insurance companies ($2.0
million), and bank deposit taxes ($1.1 million).

Estimated sales tax revenues of $488.5 million reflects 6.4
percent growth over fiscal year 1996 receipts. The estimate is $4.1 million over
the December estimate. There was little change to the December estimates for the
other sales and use type taxes.

Other adjustments include: an increase of $1.8 million in
inheritance taxes; a downward revision of $3.0 million for department earnings;
and a $3.3 million increase to lottery revenues. The lottery estimate change
includes a $6.9 million increase to the video lottery terminal estimate and a
$1.0 million increase to the KENO estimate offset by a decrease of $4.6 million
to the December estimate for the regular games, including Powerball.

The estimate also contains adjustments to the December estimates
that are either included in the Governor's Budget that do not require
legislation, a reclassification in reappropriations of $12.2 million to surplus,
plus changes to current law contained in 97-H-5742, Substitute A.

<PAGE>
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FISCAL YEAR 1998. The FY 1998 estimate was revised upward by $34.3
million over the December Conference estimates primarily as a result of larger
FY 1997 estimates. The discussion that follows details the revisions made based
on current law.

Personal income tax revenues are estimated to grow 3.0 percent to
$642.5 million for FY 1998. This is an increase of $25.5 million from the
December estimate. The overall estimate for personal income tax reflects: 2.3
percent growth on estimated returns; 2.8 percent growth on final payments; an
increase of 2.9 percent to refunds; and, 3.2 percent growth for withholding
receipts. The estimate reflects a forecast end to the marked stock market growth
fueling FY 1997 returns, and slower growth in withholdings.

Total business taxes are estimated at $193.4 million, which is a
decrease of $4.1 million from the December estimate. The estimate is $25.0
million below the revised FY 1997 estimate, reflecting zero percent adjusted
growth on most sources combined with decreases due to tax law changes lowering
the public utilities gross earnings tax on energy used in manufacturing, the
telephone tax, electric utility restructuring, eliminating the bank deposits tax
on banks, ending the nursing home tax in September, and the non-recurrence of
$7.7 million for financial institutions.

Estimated sales tax revenues of $502.9 million are $2.9 million above
the December estimate reflecting 3.3 percent adjusted growth over FY 1997.
Estimates for other taxes and departmental earnings were adjusted based upon the
revisions to the FY 1997 estimates. The drop off from FY 1997 to FY 1998 for
licenses and fees reflects the end of the tax on hospitals at the end of FY 1997
under current law.

Lottery estimates were increased $9.8 million solely as a result of
increased video lottery terminal estimates. The Conference members agreed to a
video lottery terminal estimate reflecting 12.5 percent growth, down from the 30
plus percent growth of recent periods.

EXPENDITURES

Expenditures for fiscal year 1997 reflect General Fund
appropriations which were enacted on July 18, 1996, as modified by the
Supplemental Appropriations Bill enacted on May 17, 1997. Revenues for fiscal
year 1997 reflect the May, 1997 Revenue Estimating Conference consensus
estimates. General Revenues for fiscal year 1998 are predicted upon consensus
estimates of the Revenue Estimating Conference of May 1997, as adjusted by net
revenues changes recommended by the Governor in the amount of $63.7 million.
Expenditures for fiscal year 1998 reflect the Governor's recommended budget
submitted to the Legislature in February 1997.

The State is required to enact and maintain a balanced budget. In the
event of a budgetary imbalance, the available free surplus will be reduced
and/or additional resources (i.e. taxes, fines, fees, licenses, etc.) will
be required and/or certain of the expenditure controls will be put into
effect. A combination of these measures will be utilized by the State in
order to maintain a balanced budget.

INDEBTEDNESS

Under the State Constitution, the General Assembly has no power to
incur State debts in excess of $50,000 without the consent of the people, except
in the case of war,

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insurrection or invasion, or to pledge the faith of the State to the
payment of obligations of others without such consent. By judicial
interpretation, the limitation stated above has been judged to include all
debts of the State for which its full faith and credit are pledged,
including general obligation bonds and notes; bonds and notes guaranteed by
the State; and debts or loans insured by agencies of the State, such as the
Industrial-Recreational Building Authority. However, non-binding agreements
of the State to appropriate monies in aid of obligations of a State agency,
such as the provisions of law governing the capital reserve funds of the
Port Authority and Economic Development Corporation, now known as the Rhode
Island Economic Development Corporation, Housing and Mortgage Finance
Corporation, or to appropriate monies to pay rental obligations under State
long-term leases, such as the State's lease agreements with the Convention
Center Authority and the Resource Recovery Corporation, are not subject to
this limitation.

DIRECT DEBT. Direct debt is authorized by the voters as general
obligation bonds and notes. As of June 1, 1997, the State had $699,465,036
of bonds outstanding and $388,627,176 of authorized but unissued direct
debt.

GUARANTEED DEBT. Guaranteed debt of the State includes bonds and
notes issued by, or on behalf of certain agencies, commissions, and
authorities created by the General Assembly and charged with enterprise
undertakings, for the payment of which debt the full faith and credit of the
State are pledged in the event that the revenues of such entities may at any
time be insufficient. These include the Blackstone Valley District Commission,
the Rhode Island Turnpike and Bridge Authority, and the Narragansett Bay Water
Quality Management District Commission. As of June 1, 1997, these entities
had bonds outstanding of $54,887,449 and $1,514,000 of authorized but
unissued debt.

FREE SURPLUS. State law provides that all unexpended or unencumbered
balances of general revenue appropriations, whether regular or special, shall
lapse to General Fund surplus at the end of each fiscal year, provided, however,
that such balances may be reappropriated by the Governor in the ensuing fiscal
year for the same purpose for which the monies were originally appropriated by
the General Assembly. Free surplus is the amount available at the end of any
fiscal year for future appropriation by the General Assembly.

The State is required to enact and maintain a balanced budget. In the
event of a budgetary imbalance, the available free surplus will be reduced
and/or additional resources (i.e. taxes, fines, fees, licenses, etc.) will be
required and/or certain of the expenditure controls will be put into effect.

A combination of these measures will be utilized by the State in order
to maintain a balanced budget.

<PAGE>

APPENDIX B

DESCRIPTION OF SECURITIES RATINGS1/

The ratings of Moody's Investors Service, Inc. ("MOODY'S"), Standard &
Poor's Rating Services ("S&P"), and Fitch Investors Service, Inc. ("FITCH")
represent their opinions as to the quality of various debt securities, and are
not absolute standards of quality. Debt securities with the same maturity,
coupon and rating may have different yields, while debt securities of the same
maturity and coupon with different ratings may have the same yield. The ratings
below are as described by the rating agencies. Ratings are generally given to
securities at the time of issuance. While the rating agencies may, from time to
time, revise such ratings, they undertake no obligation to do so.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S
FOUR HIGHEST BOND RATINGS

AAA Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and generally are 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 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 then the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A Bonds which are rated A possess many favorable investments 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, since 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 greater length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as well.

Note: Those bonds in the Aa, A and Baa categories which Moody's
believes possess the strongest credit attributes are designated by the symbols
Aa1, A1 and Baa1.

- ----------------------
1/ As described by the rating agencies. Ratings are generally given to
securities at the time of issuance. While the rating agencies may, from time
to time, revise such ratings, they undertake no obligation to do so.
<PAGE>
-2-

DESCRIPTION OF STANDARD & POOR'S RATING SERVICES
FOUR HIGHEST BOND RATINGS

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

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

A An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.

BBB An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.

Plus (+) or minus (-): The ratings from AA to BBB may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

DESCRIPTION OF FITCH INVESTORS SERVICES, INC.'S
FOUR HIGHEST BOND RATINGS

The rating takes into consideration special features of the issue, its
relationship to other obligations of the issuer, the current and prospective
financial condition and operating performance of the issuer and any guarantor,
as well as the economic and political environmental that might affect the
issuer's future financial strength and credit quality.

AAA Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have an adverse impact on these bonds, and, therefore, impair
timely payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

Plus (+) Minus (-): Plus and minus signs are used with a rating symbol
to indicate the relative position of a credit within the rating category. Plus
and minus signs, however, are not used in AAA category.

<PAGE>
-3-

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S
TWO HIGHEST RATINGS OF STATE AND MUNICIPAL NOTES

Moody's ratings for state and municipal short-term obligations are
designated Moody's Investment Grade ("MIG"). Such ratings recognize the
differences between short-term credit risk and long-term risk. Factors affecting
the liquidity of the borrower and short-term cyclical elements are critical in
short-term ratings, while other factors of major importance in bond risk, such
as long-term secular trends, may be less important over the short run.

MIG 1/VMIG 1 This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG 2/VMIG 2 This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

DESCRIPTION OF STANDARD & POOR'S RATING SERVICES
TWO HIGHEST RATINGS OF STATE AND MUNICIPAL NOTES

A S&P note rating reflects the liquidity factors and market access
risks unique to notes. Notes maturing in three years or less will likely receive
a note rating. Notes maturing beyond three years most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

Amortization schedule -- the larger the final maturity
relative to other maturities, the more likely it will be
treated as a note.

Source of payment -- the more dependent the issue is on the
market for its refinancing, the more likely it will be treated
as a note.

Note rating symbols are as follows:

SP-1 Strong capacity to pay principal and interest. Issues determined to possess
very strong characteristics are given a plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest with some vulnerability
to adverse financial and economic changes over the term of the notes.

DESCRIPTION OF STANDARD & POOR'S RATING SERVICES
RATINGS OF TAX-EXEMPT DEMAND BONDS

S&P assigns "dual" ratings to all debt issues that have a put or demand
feature as part of their structure.

The first rating addresses the likelihood of repayment of principal and
interest as due, and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols for the put option (for
example, "AAA/A-1+"). With short-term demand debt, note rating symbols are used
with the commercial paper rating symbols (for example, "SP-1+/A-1+").

<PAGE>
-4-

DESCRIPTION OF FITCH INVESTORS SERVICE, INC.'S
THREE HIGHEST RATINGS OF STATE AND MUNICIPAL NOTES

The short-term rating places greater emphasis than a long-term rating
on the existence of liquidity necessary to meet the issuer's obligations in
timely manner.

F-1+ Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1 Very Strong Credit Quality. Issues assigned this rating reflect an assurance
of timely payment only slightly less in degree than issues rated F-1+.

F-2 Good Credit Quality. Issues assigned this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as for
issues assigned F-1+ and F-1 ratings.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S
TWO HIGHEST SHORT-TERM DEBT RATINGS

Moody's short-term debt ratings are opinions of the ability of issuers
to repay punctually short-term senior debt obligations having an original
maturity not in excess of one year.

PRIME-1 Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics: (1)
leading market positions in well-established industries; (2) high rates of
return on funds employed; (3) conservative capitalization structure with
moderate reliance on debt and ample asset protection; (4) broad margins in
earnings coverage of fixed financial charges and high internal cash generation;
and (5) well-established access to a range of financial markets and assured
sources of alternate liquidity.

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

DESCRIPTION OF STANDARD & POOR'S RATING SERVICES
TWO HIGHEST COMMERCIAL PAPER RATINGS

A S&P commercial paper rating is a current assessment of the likelihood
of timely payment of debt having an original maturity of no more than 365 days.

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

A-2 A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating

<PAGE>

-5-

categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

DESCRIPTION OF FITCH INVESTORS SERVICE, INC.'S
THREE HIGHEST COMMERCIAL PAPER RATINGS

The short-term rating places greater emphasis than a long-term rating
on the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.

F-1+ Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1 Very Strong Credit Quality. Issues assigned this rating reflect an assurance
of timely payment only slightly less in degree than issues rated F-1+.

F-2 Good Credit Quality. Issues assigned this rating have a satisfactory degree
of assurances for timely payment, but the margin of safety is not as great as
for issues assigned F-1+ and F-1 ratings.

INVESTMENT ADVISERS BOSTON 1784 FUNDS [REGISTERED MARK]

<S> <C>
BankBoston, N.A. BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
100 Federal Street BOSTON 1784 PRIME MONEY MARKET FUND
Boston, MA 02110 BOSTON 1784 TAX-FREE MONEY MARKET FUND
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND
Kleinwort Benson Investment BOSTON 1784 SHORT-TERM INCOME FUND
Management Americas Inc. BOSTON 1784 INCOME FUND
200 Park Avenue BOSTON 1784 TAX-EXEMPT MEDIUM-TERM INCOME FUND
New York, New York 10166 BOSTON 1784 CONNECTICUT TAX-EXEMPT INCOME FUND
BOSTON 1784 FLORIDA TAX-EXEMPT INCOME FUND
BOSTON 1784 MASSACHUSETTS TAX-EXEMPT INCOME FUND
DISTRIBUTOR BOSTON 1784 RHODE ISLAND TAX-EXEMPT INCOME FUND
BOSTON 1784 ASSET ALLOCATION FUND
SEI Investments Distribution Co. BOSTON 1784 GROWTH AND INCOME FUND
1 Freedom Valley Road BOSTON 1784 GROWTH FUND
Oaks, Pennsylvania 19456 BOSTON 1784 LARGE CAP EQUITY FUND
BOSTON 1784 SMALL CAP EQUITY FUND
BOSTON 1784 INTERNATIONAL EQUITY FUND

ADMINISTRATOR

SEI Fund Resources
1 Freedom Valley Road
Oaks, Pennsylvania 19456

LEGAL COUNSEL

Bingham, Dana & Gould LLP
150 Federal Street
Boston, MA 02110

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109 STATEMENT OF ADDITIONAL INFORMATION

CUSTODIAN

BankBoston, N.A. OCTOBER 1, 1997
100 Federal Street
Boston, MA 02110

</TABLE>
- ----------------------------------------------------

Boston 1784 Funds[REGISTERED MARK]:
[BULLET] are not insured by the FDIC or any other governmental agency;
[BULLET] are not guaranteed by BankBoston, N.A. or any
of its affiliates;
[BULLET] are not deposits or obligations of BankBoston, N.A. or any of
its affiliates; and
[BULLET] involve investment risks, including possible loss of principal.

BankBoston, N.A. serves as investment adviser and
custodian for the Boston 1784 Funds. Boston 1784 Funds are distributed
by SEI Financial Services Company, a party independent
of BankBoston, N.A. and any of its affiliates. Financial
Service Counselors are registered representatives of an independent
broker-dealer or of BankBoston Investor Services, Inc., an affiliate of
BankBoston, N.A.

<PAGE>

PART C: OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS INCLUDED IN PART A:

To be filed by amendment.

FINANCIAL STATEMENTS INCLUDED IN PART B:

To be filed by amendment.

(B) EXHIBITS

*(1)(a) Declaration of Trust of the Registrant

(1)(b) Certificate of Amendment to Agreement and Declaration of Trust

**(2) By-Laws of the Registrant

***, (5)(a) Investment Advisory Agreement between the Registrant and
******* BankBoston, N.A.

******** (5)(b) Form of Investment Advisory Agreement between the Registrant
and BankBoston, N.A. with Schedule reflecting advisory fees
to be paid by the Registrant on behalf of the Boston 1784
Prime Money Market Fund

*****(5)(c) Investment Advisory Agreement between the Registrant and
BankBoston, N.A. with respect to the Boston 1784 International
Equity Fund

*****(5)(d) Investment Advisory Agreement between the Registrant and
Kleinwort Benson Investment Management Americas Inc. with
respect to the Boston 1784 International Equity Fund

*********(5)(e) Form of Investment Advisory Agreement between the Registrant
and BankBoston, N.A. with Schedule reflecting advisory fees to
be paid by the Registrant on behalf of the Boston 1784 Small
Cap Equity Fund

******(6) Amended and Restated Distribution Agreement between the
Registrant and SEI Financial Services Company

<PAGE>
-3-

***(8) Custodian Agreement

***(9)(a) Administration Agreement between the Registrant and SEI
Financial Management Corporation

*******(9)(b) Transfer Agency and Service Agreement between the Registrant
and State Street Bank and Trust Company

***(9)(c) Fund Accounting Agreement between the Registrant and
BankBoston, N.A.

******(15)(a) Amended and Restated Distribution Plan of the Registrant

******(15)(b) Distribution Plan (Class C Shares of Boston 1784 U.S. Treasury
Money Market Fund) of the Registrant

******(15)(c) Distribution Plan (Class D Shares of Boston 1784 U.S. Treasury
Money Market Fund) of the Registrant

********19(a) Code of Ethics of the Registrant

********19(b) Code of Ethics of BankBoston, N.A.

********19(c) Code of Ethics of the Administrator and Distributor

****(25)(a) Powers of Attorney of Trustees of Registrant

****(25)(b) Powers of Attorney of Trustees of Registrant

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

*Incorporated by reference to Registrant's Statement on
Form N1-A filed with the SEC on February 8, 1993.
**Incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 filed with the SEC on May 18, 1993.
***Incorporated by reference to Registrant's Post-Effective
Amendment No. 2 filed with the SEC on January 31, 1994.
****Incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 filed with the SEC on May 18, 1993 (on
signature page).
*****Incorporated by reference to Registrant's Post-Effective
Amendment No. 5 filed with the SEC on September 28,
1994.
******Incorporated by reference to Registrant's Post-Effective
Amendment No. 8 filed with the SEC on November 1, 1995.
*******Incorporated by reference to Registrant's Post-Effective
Amendment No. 9 filed with the SEC on December 15,
1995.
********Incorporated by reference to Registrant's Post-Effective Amendment
No. 10 filed with the SEC on July 17, 1996.
*********Incorporated by reference to Registrant's Post-Effective Amendment
No. 13 filed with the SEC on November 15, 1996.
**********Incorporated by reference to Registrant's Post-Effective Amendment
No. 14 filed with the SEC on March 17, 1997.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

<PAGE>
-4-

See the Prospectus and the Statement of Additional Information
regarding the Trust's control relationships. SEI Fund Resources is a
Delaware business trust whose sole beneficiary is SEI Investments
Management Corporation (f/k/a SEI Financial Management Corporation. SEI
Investments Management Corporation is a subsidiary of SEI Investments
Company which also controls the distributor of the Registrant, SEI
Investments Distribution Co. (f/k/a SEI Financial Services Company),
and other corporations engaged in providing various financial and
record keeping services, primarily to bank trust departments, pension
plan sponsors, and investment managers.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>

TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of beneficial interest, without par value As of June 30, 1997

<S> <C> <C>
Boston 1784 U.S. Treasury Money Market Fund (Class A) 18,026
Boston 1784 U.S. Treasury Money Market Fund (Class C) 0
Boston 1784 U.S. Treasury Money Market Fund (Class D) 0
Boston 1784 Prime Money Market Fund 4,154
Boston 1784 Tax-Free Money Market Fund 1,201
Boston 1784 Institutional U.S. Treasury Money Market Fund 1,206
Boston 1784 U.S. Government Medium-Term Income Fund 1,049
Boston 1784 Short-Term Income Fund 2,508
Boston 1784 Income Fund 957
Boston 1784 Tax-Exempt Medium-Term Income Fund 379
Boston 1784 Connecticut Tax-Exempt Income Fund 388
Boston 1784 Florida Tax-Exempt Income Fund 1
Boston 1784 Massachusetts Tax-Exempt Income Fund 791
Boston 1784 Rhode Island Tax-Exempt Income Fund 163
Boston 1784 Asset Allocation Fund 1,060
Boston 1784 Large Cap Equity Fund 0
Boston 1784 Growth and Income Fund 5,738
Boston 1784 Growth Fund 4,626
Boston 1784 Small Cap Equity Fund 0
Boston 1784 International Equity Fund 1,093
</TABLE>

ITEM 27. INDEMNIFICATION

Article VIII of the Agreement and Declaration of Trust filed
as Exhibit 1 to the Registration Statement is incorporated herein by
reference. The Trust participates in a group liability policy under
which the Trust and its trustees, officers and affiliated persons are
insured against certain liabilities.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

BankBoston, N.A. ("BankBoston") and its affiliates offer a
wide variety of banking and other financial services to customers
throughout New England, the United States and internationally. As of
June 30, 1997, BankBoston and its affiliates had

<PAGE>
-5-

aggregate gross interest and non-interest income of $3.262 billion,year
to date net income of $419 million and assets of approximately $66.1
billion, including customer deposits of $43 billion. BankBoston's
principal place of business is 100 Federal Street, Boston,
Massachusetts 02110.

Other business, profession, vocation, or employment of a
substantial nature in which each director or principal officer of
BankBoston is or has been, at any time during the last two fiscal
years, engaged for his or her own account or in the capacity of
director, officer, employee, partner or trustee are as follows (each
Director of BankBoston is also a director of BankBoston Corporation):

Name and Position Connection with and
with Investment Adviser Name of Other Company
- ----------------------- ---------------------

Wayne A. Budd, Senior Vice President, NYNEX Government Affairs
Director & Director Regulatory Matters, Room 1800, 185
Franklin Street, Boston, MA 02107, since 1996.
Senior Partner, Goodwin, Procter & Hoar, from
1993 to 1996, United States Attorney, District of
Massachusetts from 1989 to 1992; Associate
Attorney General of the United States from 1992 to
1993.

John A. Cervieri Jr., Chairman and President, Property Capital Associates,
Director Inc., 580 Ocean Road, Narragansett, RI 02882.
Managing Trustee, Property Capital Trust, and
Chairman of the Board and Chief Executive Officer,
Americana Hotels and Realty Corporation.

William F. Connell, Chairman and Chief Executive Officer of Connell
Director Limited Partnership, One International Place, Boston,
MA 02109, since 1987. Director of Boston Edison
Company, Arthur D. Little, Inc., Harcourt General,
Inc., North American Mortgage Company, and LCI
International, Inc.

Gary L. Countryman, Chairman and Chief Executive Officer of Liberty
Director Mutual Insurance Company, 175 Berkeley Street,
Boston, MA 02117. Chairman of Liberty Mutual
Insurance Company since 1991; Director of Boston
Edison Company, The Neiman-Marcus Group, Inc.,
Alliance of American Insurers, and Harcourt
General, Inc.

<PAGE>
-6-

William M. Crozier, Jr., Chairman of the Board, BankBoston Corporation, 100
Chairman of the Board, Federal Street, Boston, MA 02110, Chairman of the
BankBoston Corporation, Board and Chief Executive Officer of BayBanks from
100 Federal Street, 1974 to July, 1996.
Boston, MA 02110

Alice F. Emerson, Senior Fellow, The Andrew W. Mellon Foundation, 140
Director East 62nd Street, New York, NY 10021, since 1991.
President Emerita of Wheaton College; President of
Wheaton College from 1975 to 1991; Director of
Eastman Kodak Company, Champion International
Corporation and AES Corporation.

Charles K. Gifford, Chief Executive Officer of BankBoston Corporation
Chief Executive Officer and Chairman and Chief Executive Officer of
of BankBoston BankBoston since Juoy 1995; President of BankBoston
Corporation, 100 and BankBoston Corporation since 1989; Director of
Federal Street, Boston, Massachusetts Mutual Life Insurance Company and
MA 02110 Boston Edison Company.

Thomas J. May, Chairman, President and Chief Executive Officer of
Director Boston Edison Company, 800 Boylston Street, Boston,
MA 02199, since July, 1994. President and Chief
Operating Officer of Boston Edison Company from 1993
to July, 1994; Director of New England Mutual Life
Insurance Company.

Donald F. McHenry, University Research Professor of Diplomacy and
Director International Relations, Georgetown University,
School of Foreign Service, Washington, D.C. 20057,
since 1981. President of the IRC Group since 1983;
Director of American Telephone and Telegraph Company,
Coca-Cola Company, International Paper Company, and
SmithKline Beecham, plc.

Henrique de Campos President and Chief Operating Officer (until July,
Meirelles, President and 1996, Group Executive), BankBoston, N.A., 100 Federal
Chief Operating Officer Street, Boston, MA 02110.
(until July, 1996,
Group Executive),
BankBoston,
100 Federal Street,
Boston, MA 02110

<PAGE>
-7-

Paul C. O'Brien, President of The O'Brien Group, Inc., Two
Director International Place, Boston, MA 02110 since 1995.
President and Chief Executive Officer of New
England Telephone and Telegraph Company from 1988 to
1993 and Chairman of the Board from 1993 to December
1994. Chairman of the Board of ViewTech, Inc. since
January 1997, Director of Cambridge NeuroScience,
Inc, First Pacific Networks Inc., Shiva Corporation,
The Registry, Inc., and ViewTech, Inc.

Thomas R. Piper, Lawrence E. Fouraker Professor of Business
Director Administration, Harvard University Graduate School
of Business Administration, Morgan Hall - 469,
Boston, MA 02163

Fran S. Rodgers Chief Executive Officer of WFD, Inc. (Formerly
Director Work/Family Directions) 930 Commonwealth Avenue,
Boston, MA 02215; Founder and Chief Executive
Officer of Work/Family Directions since 1983;
Trustee of Barnard College of Columbia University,
Trustee and Fellow of Foundation of the National
Academy of Human Resources, and Director of the
Stone Center at Wellesley College.

John W. Rowe, President and Chief Executive Officer of New England
Director Electric System, 25 Research Drive, Westborough, MA
01582, since 1989. Director of New England Electric
System and UNUM Corporation.

Glenn P. Strehle, Vice President for Finance and Treasurer,
Director Massachusetts Institute of Technology, Building 4 -
Room 110, 77 Massachusetts Avenue, Cambridge, MA
02139, since 1975 Vice President since 1986
and Vice President for Finance and Treasurer since
1994; Director of BayBanks from 1979 to July, 1996.
Director, SofTech, Inc. and Liberty Financial
Companies; Trustee of Property Capital Trust.

<PAGE>
-8-

William C. Van Faasen, President and Chief Executive Officer of Blue Cross
Director and Blue Shield of Massachusetts, Inc., 100 Summer
Street, Boston, Massachusetts 02110. Executive Vice
President and Chief Operating Officer of Blue Cross
and Blue Shield of Massachusetts, Inc. from 1990 to
1992 and President and Chief Executive Officer of
Blue Cross and Blue Shield of Massachusetts, Inc.
since 1992.

Thomas B. Wheeler, Chairman and Chief Executive Officer of
Director Massachusetts Mutual Life Insurance Company, 1295
State Street, Springfield, MA 01111. President of
Massachusetts Mutual Life Insurance Company from
1987 to March, 1996 and Chief Executive Officer
since 1988 and Chairman since March, 1996; Director
of Massachusetts Mutual Life Insurance Company and
Textron Inc.

Alfred M. Zeien, Chairman of the Board and Chief Executive Officer of
Director The Gillette Company, Prudential Tower Building,
Boston, MA 02199, since 1991. Director of Polaroid
Corporation, Raytheon Company and Massachusetts
Mutual Life Insurance Company.

Kleinwort Benson Investment Management Americas Inc.
("Kleinwort Benson") is the U.S. registered investment management
subsidiary of the London based Kleinwort Benson Group plc, a holding
company for a merchant banking group whose origins date back to 1792,
which in turn is a subsidiary of Dresdner Bank A.G. Kleinwort Benson
has offices in London, Hong Kong and Tokyo. As of June 30, 1997,
Kleinwort Benson had slightly over $2 billion (2,011.6) of assets under
management. Kleinwort Benson's principal place of business is 200 Park
Avenue, New York, New York 10166.

Other business, profession, vocation, or employment of a
substantial nature in which each director or principal officer of
Kleinwort Benson is or has been, at any time during the last two fiscal
years, engaged for his or her own account or in the capacity of
director, officer, employee, partner or trustee are as follows:

Name and Position Connection with and
with Investment Adviser Name of Other Company
- ----------------------- ---------------------

<PAGE>
-9-

John L. Duffy, Chief Operating Officer of Kleinwort Benson. Chief
Director Financial Officer, Kleinwort Benson North America,
Inc. from May 1991 to July 1993.

Francis M. Harte, Treasurer and Principal Financial and Accounting
Director Officer of Kleinwort Benson Australian Income Fund,
Inc.

Lauren R. Teel Responsible for Client Servicing and Marketing for
Senior Vice President Kleinwort Benson.

Simon Fenton Senior Vice President, Marketing. Based in the
Senior Vice President United Kingdom.

Jerome S. Pilpel Senior Vice President, Compliance for Dresdner
Director, Secretary Kleinwort Benson North America LLC

ITEM 29. PRINCIPAL UNDERWRITERS

(a) The Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for SEI Daily Income Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI
Institutional Managed Trust, SEI International Trust, Stepstone Funds,
The Advisors' Inner Circle Fund, The Pillar Funds, CUFund, STI Classic
Funds, CoreFunds, Inc., First American Funds, Inc., First American
Investment Funds, Inc., The Arbor Fund, Boston 1784 Funds[REGISTERD
MARK], Marquis FundsA[REGISTERD MARK], Morgan Grenfell Investment
Trust, The PBHG Funds, Inc., The Achievement Funds Trust, Bishop
Street Funds, CrestFunds, Inc., STI Classic Variable Trust, ARK Funds,
Monitor Funds, FMB Funds, Inc., SEI Asset Allocation Trust, TIP Funds,
SEI Institutional Investments Trust, First American Strategy Funds,
Inc., Highmark Funds, Armada Funds, and Expedition Funds pursuant to
distribution agreements dated July 15, 1982, November 29, 1982,
December 3, 1982, July 10, 1985, January 22, 1987, August 30, 1988,
January 30, 1991, November 14, 1991, February 28, 1992, May 1, 1992,
May 29, 1992, October 30, 1992, November 1, 1992, November 1, 1992,
January 28, 1993, June 1, 1993, August 17, 1993, January 3, 1994, July
16, 1993, December 27, 1994, January 27, 1995, March 1, 1995, August
18, 1995, November 1, 1995, January 11, 1996, March 1, 1996, April 1,
1996, April 28, 1996, June 14, 1996, October 1, 1996, February 18,
1997, March 8, 1997, and June 9, 1997 respectively.

The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These
services include fund evaluation, performance measurement, and
consulting services ("Funds Evaluation") and automated execution,
clearing and settlement of securities transactions ("MarketLink").

(b) The following are the directors and officers of the Distributor.
Unless otherwise noted, the business address of each director or
officer is 1 Freedom Valley Road, Oaks, PA 19456.
<PAGE>

-10-

Position and Positions and
Name Offices with Underwriter Offices with Registrant
- ---- ------------------------ -----------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman and --
Chief Executive Officer

Henry H. Greer Director, President & Chief --
Operating Officer

Carmen V. Romeo Director, Executive Vice --
President & President -
Investment Advisory
Group

Gilbert L. Beebower Executive Vice President --

Richard B. Lieb Executive Vice President, --
President of Investment
Services Division

Dennis J. McGonigle Executive Vice --
President

Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchison Senior Vice President --

David G. Lee Senior Vice President Senior Vice President &
Assistant Secretary

Jack May Senior Vice President

A. Keith McDowell Senior Vice President --

Hartland J. McKeown Senior Vice President --

Barbara J. Moore Senior Vice President --

Robert Wagner Senior Vice President --

Patrick K. Walsh Senior Vice President --

Kevin P. Robins Senior Vice President, Vice President & Assistant
General Counsel & Secretary
Secretary

Kathryn L. Stanton Vice President & Assistant Vice President & Assistant
Secretary Secretary

<PAGE>
-11-

Robert Crudup Vice President & Managing --
Director

Victor Galef Vice President & Managing --
Director

Kim Kirk Vice President & Managing --
Director

Carolyn McLaurin Vice President & Managing --
Director

John Krzeminski Vice President & Managing --
Director

Donald Pepin Vice President & Managing --
Director

Mark Samuels Vice President & Managing --
Director

Wayne M. Withrow Vice President & Managing --
Director

Mick Duncan Vice President & Team Leader --

Sandra K. Orlow Vice President & Assistant Vice President & Assistant
Secretary Secretary

Robert Aller Vice President --

Marc H. Cahn Vice President & Assistant Vice President & Assistant
Secretary Secretary

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Vice President & Assistant
Secretary Secretary

Barbara Doyne Vice President --

Edward Daly Vice President --

Jeff Drennen Vice President --

Kathy Heilig Vice President & Treasurer --

Michael Kantor Vice President --

<PAGE>
-12-

Samuel King Vice President --

Donald H. Korytowski Vice President --

Jack May Senior Vice President --

W. Kelso Morrill Vice President --

Barbara A. Nugent Vice President & Assistant Vice President & Assistant
Secretary Secretary

Larry Pokora Vice President --

Kim Rainey Vice President --

Steve Smith Vice President --

Daniel Spaventa Vice President --

James Dougherty Director, Brokerage --
Services
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:

BankBoston, N.A. (custodian and investment adviser)
100 Federal Street
Boston, Massachusetts 02110
and
150 Royall Street,
Canton, Massachusetts 02021

Kleinwort Benson Investment Management Americas Inc.
(investment adviser)
200 Park Avenue
New York, NY 10166
and
10 Fenchurch Street
London, England EC3M 3HB

SEI Fund Resources (administrator and fund accountant)
1 Freedom Valley Road
Oaks, PA 19456

ITEM 31. MANAGEMENT SERVICES

Not applicable.
<PAGE>

-13-

ITEM 32. UNDERTAKINGS

(a) Not applicable.
(b) Not applicable.
(c) The Registrant undertakes to furnish each person to whom an
applicable prospectus is delivered with a copy of its latest
Annual Report to shareholders, upon request without charge.

NOTICE

A copy of the Agreement and Declaration of Trust for the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this Registration Statement has been executed on behalf of
the Trust by an officer of the Trust as an officer and by its Trustees as
trustees and not individually and the obligations of or arising out of this
Registration Statement are not binding upon any of the Trustees, officers, or
Shareholders individually but are binding only upon the assets and property of
the Trust.

<PAGE>

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on
the 1st day of August, 1997.

BOSTON 1784 FUNDS[REGISTERED MARK]

By: /S/ ROBERT A. NESHER
Robert A. Nesher
President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 16 to the Registration Statement on Form N-1A has been signed
below by the following persons in the capacity on the date indicated.

/S/ ROBERT A. NESHER Trustee, President & Chief August 1, 1997
- -------------------- Executive Officer
Robert A. Nesher

/S/ STEPHEN G. MEYER Controller August 1, 1997
- --------------------
Stephen G. Meyer

* Trustee August 1, 1997
- --------------------
David H. Carter

* Trustee August 1, 1997
- --------------------
Tarrant Cutler

* Trustee August 1, 1997
- --------------------
Kenneth A. Froot

* Trustee August 1, 1997
- --------------------
Sara L. Johnson

* Trustee August 1, 1997
- --------------------
Kathryn F. Muncil

* Trustee August 1, 1997
- --------------------
Alvin J. Silk

*By: /S/ ROBERT A. NESHER
Robert A. Nesher
Executed by Robert A. Nesher, Attorney-in-fact on behalf of those indicated,
pursuant to Powers of Attorney previously filed and Powers of Attorney filed
herewith.

<PAGE>

EXHIBIT INDEX

Exhibit Name
------- ----
(1)(b) Certificate of Amendment to
Agreement and Declaration of
Trust

(25)(b) Powers of Attorney of Trustees
of the Registrant

Exhibit (1)(b)

1784 FUNDS
CERTIFICATE OF AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST

The undersigned, constituting a majority of the Trustees of 1784 Funds
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, pursuant to an Agreement and Declaration of Trust dated February
5, 1993 (the "Declaration"), do hereby certify, as provided by the provisions of
the second sentence of Section 7 of the Declaration, by vote duly adopted by a
majority of the Trustees on March 12, 1997, that the Declaration was duly
amended by deleting Section 1 thereof in its entirety, and substituting therefor
the following:

SECTION 1. This Trust shall be known as BOSTON 1784 FUNDS, and
the Trustees shall conduct the business of the Trust under that name or
any other name as they may from time to time determine.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this
27th day of May, 1997.

/S/ DAVID H. CARTER /S/ KATHRYN FLACKE MUNCIL
- ------------------- -------------------------
David H. Carter Kathryn Flacke Muncil

/S/ TARRANT CUTLER /S/ ROBERT A. NESHER
- ------------------- -------------------------
Tarrant Cutler Robert A. Nesher

/S/ KENNETH A. FROOT /S/ ALVIN J. SILK
- -------------------- -------------------------
Kenneth A. Froot Alvin J. Silk

/S/ SARA L. JOHNSON
- -------------------
Sara L. Johnson

Exhibit (25)(b)

Boston 1784 Funds [REGISTERED MARK]

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer
of Boston 1784 Funds[REGISTERED MARK] (the "Trust"), a business trust organized
under the laws of The Commonwealth of Massachusetts, hereby constitutes and
appoints Robert A. Nesher and Stephen G. Meyer, and each of them singly, his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, to sign for him and in his name, place and stead, and in the
capacity indicated below, to sign any or all amendments (including
post-effective amendments) to the Trust's Registration Statement on Form N-1A
under the provisions of the Investment Company Act as amended, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratify and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.

/S/ ALVIN J. SILK Date: August 1, 1997
- ------------------------------------
Alvin J. Silk

<PAGE>
Exhibit (25)(b)

Boston 1784 Funds [REGISTERED MARK]

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.

/S/ SARA L. JOHNSON Date: August 1, 1997
- ---------------------------
Sara L. Johnson