1784 FUNDS, 485BPOS, 1997-09-15

1784 FUNDS
485BPOS, 1997-09-15

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As filed with the Securities and Exchange Commission on September 15, 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. 18 / /
and
REGISTRATION STATEMENT UNDER THE / x /
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 20 / /

/ x /

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 DRIVE
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 (b) 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
- --------------------------------------------------------------------------------

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
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>

MONEY MARKET FUNDS

[SQUARE BULLET] BOSTON 1784 TAX-FREE MONEY MARKET FUND
[SQUARE BULLET] BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
[SQUARE BULLET] BOSTON 1784 INSTITUTIONAL U.S. TREASURY
MONEY MARKET FUND
[SQUARE BULLET] BOSTON 1784 PRIME MONEY MARKET FUND

BOND FUNDS

[SQUARE BULLET] BOSTON 1784 SHORT-TERM INCOME FUND
[SQUARE BULLET] BOSTON 1784 INCOME FUND
[SQUARE BULLET] BOSTON 1784 U.S. GOVERNMENT MEDIUM-
TERM 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 LARGE CAP EQUITY FUND
[SQUARE BULLET] BOSTON 1784 INTERNATIONAL EQUITY FUND

BOSTON 1784 FUNDS
P.O. BOX 8524
BOSTON, MA 02266-8524
1-800-BKB-1784
WWW.BOSTON1784 FUNDS.COM

NOT PART OF THE PROSPECTUS

Prospectus

[BOSTON 1784 FUNDS LOGO]

October 1, 1997

<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 documentl, 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 THE
PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------

AS 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 Tax-Free Money Market Fund
[SQUARE BULLET] Boston 1784 U.S. Treasury Money Market Fund
[SQUARE BULLET] Boston 1784 Institutional U.S. Treasury Money
Market Fund
[SQUARE BULLET] Boston 1784 Prime Money Market Fund

BOND FUNDS
[SQUARE BULLET] Boston 1784 Short-Term Income Fund
[SQUARE BULLET] Boston 1784 Income Fund
[SQUARE BULLET] Boston 1784 U.S. Government Medium-Term
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 Large 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 ................................................................. 24
GENERAL INFORMATION ................................................... 25
NET ASSET VALUE ......................................... 25
ORGANIZATION ............................................ 25
VOTING AND OTHER RIGHTS ................................. 25
PERFORMANCE INFORMATION ................................. 25
EXPENSES ................................................ 27
APPENDIX A-- TAXABLE EQUIVALENT YIELD TABLES .......................... 28
APPENDIX B-- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES ........... 30

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 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.

BOSTON 1784 U.S. TREASURY MONEY MARKET FUND,
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND AND
BOSTON 1784 PRIME MONEY MARKET FUND
Objective: to preserve principal value and maintain a high degree of
liquidity while providing current income.

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.
Since 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 SHORT-TERM INCOME FUND AND BOSTON 1784 INCOME FUND
Objective: to maximize current income. Preservation of capital is a
secondary objective.
BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND
Objective: current income consistent with preservation of capital.

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

<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 LARGE CAP EQUITY FUND
Objective: income and capital appreciation.

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 Large Cap Equity Fund may
be appropriate for those who seek both income and growth from equity
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

<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 27.

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)
- --------------------------------------------------------------------
Tax-Free Money
Market Fund .38% N/A .16% .54%
U.S. Treasury Money
Market Fund .35 N/A .29 .64
Institutional U.S. Treasury
Money Market Fund .19 N/A .14 .33
Prime Money
Market Fund .30 N/A .35 .65
Short-Term
Income Fund .50 None .15 .65
Income Fund .64 None .16 .80
U.S. Government Medium-
Term Income Fund .63 None .16 .79
Tax-Exempt Medium-
Term Income Fund .62 None .18 .80
Connecticut Tax-Exempt
Income Fund .63 None .13 .76
Florida Tax-Exempt
Income Fund(4) .60 None .20 .80
Massachusetts Tax-
Exempt Income Fund .60 None .19 .79
Rhode Island Tax-
Exempt Income Fund .61 None .18 .79
Asset Allocation Fund .73 None .34 1.07
Growth and
Income Fund .72 None .20 .92
Growth Fund .63 None .14 .77
SmallCap Equity Fund(4) .74 None .20 .94
LargeCap Equity Fund(4) .74 None .20 .94
International Equity Fund 1.00 None .27 1.27
- -------------------------------------------------------------------

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
- ----------------------------------------------------------------
Tax-Free Money Market Fund $6 $17 $30 $68

U.S. Treasury Money
Market Fund 7 20 36 80

Institutional U.S. Treasury
Money Market Fund 3 11 19 42

Prime Money Market Fund 7 21 36 81

Short-Term Income Fund 7 21 36 81

Income Fund 8 26 44 99

U.S. Government Medium-
Term Income Fund 8 25 44 98

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

Connecticut Tax-Exempt
Income Fund 8 24 42 94

Florida Tax-Exempt
Income Fund(4) 8 26 N/A N/A

Massachusetts Tax-Exempt
Income Fund 8 25 44 98

Rhode Island Tax-Exempt
Income Fund 8 25 44 98

Asset Allocation Fund 11 34 59 131

Growth and Income Fund 9 29 51 113

Growth Fund 8 25 43 95

Small Cap Equity Fund(4) 10 30 N/A N/A

Large Cap Equity Fund(4) 10 30 N/A N/A

International Equity Fund 13 40 70 153
- ----------------------------------------------------------------

PROSPECTUS

<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 .16% and .56% for the Tax-Free Money Market Fund, .32%
and .72% for the U.S. Treasury Money Market Fund, .14% and .34% for the
Institutional U.S. Treasury Money Market Fund, .35% and .75% for the Prime
Money Market Fund, .18% and .93% for the Short-Term Income Fund, .16% and
1.15% for the Income Fund, .18% and 1.17% for the U.S. Government
Medium-Term Income Fund, .18% and 1.17% for the Tax-Exempt Medium-Term
Income Fund, .18% and 1.17% for the Connecticut Tax-Exempt Income Fund,
.20% and 1.19% for the Florida Tax-Exempt Income Fund, .19% and 1.18% for
the Massachusetts Tax-Exempt Income Fund, .22% and 1.21% for the Rhode
Island Tax-Exempt Income Fund, .38% and 1.37% for the Asset Allocation Fund,
.20% and 1.19% for the Growth and Income Fund, .16% and 1.15% for the Growth
Fund, .20% and 1.19% for the Small Cap Equity Fund, .20% and 1.19% for the
Large Cap Equity Fund, and .27% and 1.52% 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

<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, SMALL CAP EQUITY
FUND AND LARGE CAP EQUITY FUND ARE NEWLY ORGANIZED AND HAVE NOT ISSUED FINANCIAL
STATEMENTS.

MONEY MARKET FUNDS
================================================================================
<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 TAX-FREE MONEY MARKET FUND
<S> <C> <C> <C> <C> <C> <C> <C>
For the year ended May 31, 1997 $1.00 0.03 (0.03) $1.00 3.22% $845,612 0.54%
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 (1) $1.00 0.02 (0.02) $1.00 2.31%* $407,448 0.27%
- -----------------------------------------------------------------------------------------------------------------------
BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 $1.00 0.05 (0.05) $1.00 4.86% $390,294 0.64%
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 (2) $1.00 0.03 (0.03) $1.00 2.64%* $ 5,593 0.65%
- -----------------------------------------------------------------------------------------------------------------------
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 $1.00 0.05 (0.05) $1.00 5.16% $2,591,487 0.33%
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 (3) $1.00 0.03 (0.03) $1.00 2.99%* $ 181,568 0.22%
- -----------------------------------------------------------------------------------------------------------------------
BOSTON 1784 PRIME MONEY MARKET FUND
For the period ended
May 31, 1997 (4) $1.00 0.02 (0.02) $1.00 2.07%* $123,099 0.65%
For the year ended
December 31, 1996 (5) $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 (6) $1.00 0.02 (0.02) $1.00 2.13%* $242,935 0.59%
For the period ended
April 30, 1992 (7) $1.00 0.03 (0.03) $1.00 3.55% $280,931 0.48%
- -----------------------------------------------------------------------------------------------------------------------

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 TAX-FREE MONEY MARKET FUND
<S> <C> <C> <C>
For the year ended May 31, 1997 3.17% 0.56% 3.15%
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 (1) 2.39% 0.71% 1.95%
- ----------------------------------------------------------------------------
BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 4.76% 0.72% 4.68%
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 (2) 2.91% 6.42% (2.86)%
- ----------------------------------------------------------------------------
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 5.05% 0.34% 5.04%
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 (3) 3.16% 0.55% 2.83%
- ----------------------------------------------------------------------------
BOSTON 1784 PRIME MONEY MARKET FUND
For the period ended
May 31, 1997 (4) 4.98% 0.75% 4.88%
For the year ended
December 31, 1996 (5) 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 (6) 3.13% 0.64% 3.08%
For the period ended
April 30, 1992 (7) 4.61% 0.63% 4.46%
- ----------------------------------------------------------------------------
<FN>
* Returns are for the period indicated and have not been annualized.
(1) The Tax-Free Money Market Fund commenced operations on June 14, 1993. All
ratios for the period have been annualized.
(2) The U.S. Treasury Money Market Fund commenced operations on June 7, 1993.
All ratios for the period have been annualized.
(3) The Institutional U.S. Treasury Money Market Fund commenced operations on
June 14, 1993. All ratios for the period have been annualized.
(4) 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.
(5) 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 LLP were the auditors of the BayFunds
Money Market Portfolio.
(6) 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.
(7) 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.
</FN>
</TABLE>

PROSPECTUS

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

BOND FUNDS
================================================================================
<TABLE>
<CAPTION>

BOSTON 1784 SHORT-TERM INCOME FUND
For the year ended
<S> <C> <C> <C> <C> <C> <C>
May 31, 1997 $ 9.93 0.58 0.05 (0.58) -- $ 9.98 6.47%
For the year ended
May 31, 1996 $10.09 0.60 (0.12) (0.60) (0.04) $ 9.93 4.87%
For the period ended
May 31, 1995(1) $10.00 0.56 0.09 (0.56) -- $10.09 6.74%*
- ---------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 INCOME FUND
For the year ended
May 31, 1997 $ 9.90 0.63 0.17 (0.63) (0.08) $ 9.99 8.32%
For the year ended
May 31, 1996 $10.39 0.65 (0.37) (0.65) (0.12) $ 9.90 2.64%
For the period ended
May 31, 1995(1) $10.00 0.62 0.39 (0.62) -- $10.39 10.69%*
- ---------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND
For the year ended
May 31, 1997 $ 9.31 0.59 0.06 (0.59) -- $ 9.37 7.16%
For the year ended
May 31, 1996 $ 9.57 0.61 (0.26) (0.61) -- $ 9.31 3.65%
For the year ended
May 31, 1995 $ 9.36 0.58 0.21 (0.58) -- $ 9.57 8.79%
For the period ended
May 31, 1994(2) $10.00 0.59 (0.64) (0.59) -- $ 9.36 (0.65)%*
- ---------------------------------------------------------------------------------------------------------------------------

RATIO RATIO OF
NET RATIO OF EXPENSES NET INCOME
ASSETS RATIO OF NET TO AVERAGE TO AVERAGE
END OF EXPENSES INCOME NET ASSETS NET ASSETS PORTFOLIO
OF PERIOD TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER
(000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE
- --------------------------------------------------------------------------------------------------------------
BOSTON 1784 SHORT-TERM INCOME FUND
For the year ended
<S> <C> <C> <C> <C> <C> <C>
May 31, 1997 $194,033 0.65% 5.78% 0.93% 5.50% 128.11%
For the year ended
May 31, 1996 $ 86,383 0.63% 5.87% 1.06% 5.44% 95.06%
For the period ended
May 31, 1995(1) $ 52,581 0.48% 6.31% 1.27% 5.52% 84.54%
- --------------------------------------------------------------------------------------------------------------
BOSTON 1784 INCOME FUND
For the year ended
May 31, 1997 $334,778 0.80% 6.31% 1.15% 5.96% 78.63%
For the year ended
May 31, 1996 $235,022 0.80% 6.17% 1.20% 5.77% 100.51%
For the period ended
May 31, 1995(1) $196,515 0.55% 7.01% 1.23% 6.33% 80.53%
- --------------------------------------------------------------------------------------------------------------
BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND
For the year ended
May 31, 1997 $209,141 0.79% 6.30% 1.16% 5.93% 98.22%
For the year ended
May 31, 1996 $167,494 0.80% 6.23% 1.24% 5.79% 158.66%
For the year ended
May 31, 1995 $130,081 0.80% 6.24% 1.27% 5.77% 142.14%
For the period ended
May 31, 1994(2) $ 92,387 0.31% 6.08% 1.35% 5.04% 144.77%
- --------------------------------------------------------------------------------------------------------------
<FN>
* Returns are for the period indicated and have not been annualized.
(1) The Short-Term Income and Income Funds commenced operations on July 1, 1994.
All ratios for the period have been annualized.
(2) The U.S. Government Medium-Term Income Fund commenced operations on June 7,
1993. All ratios for the period have been annualized.
</FN>
</TABLE>

TAX-EXEMPT FUNDS
================================================================================
<TABLE>
<CAPTION>

NET REALIZED AND NET
ASSET UNREALIZED DISTRIBUTIONS DISTRIBUTIONS ASSET
VALUE NET GAINS OR FROM NET FROM VALUE
BEGINNING INVESTMENT (LOSSES) ON INVESTMENT CAPITAL END TOTAL
OF PERIOD INCOME INVESTMENTS INCOME GAINS OF PERIOD RETURN
- --------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 TAX-EXEMPT MEDIUM-TERM INCOME FUND
For the year ended
<S> <C> <C> <C> <C> <C> <C>
May 31, 1997 $ 9.99 0.50 0.19 (0.50) -- $10.18 7.74%
For the year ended
May 31, 1996 $10.14 0.51 (0.09) (0.51) (0.06) $ 9.99 4.31%
For the year ended
May 31, 1995 $ 9.90 0.48 0.24 (0.48) -- $10.14 7.58%
For the period ended
May 31, 1994(1) $10.00 0.49 (0.10) (0.49) -- $ 9.90 3.93%*
- --------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 CONNECTICUT TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 $10.17 0.51 0.21 (0.51) -- $10.38 7.26%
For the year ended
May 31, 1996 $10.27 0.53 (0.10) (0.53) -- $10.17 4.20%
For the period ended
May 31, 1995(2) $10.00 0.45 0.27 (0.45) -- $10.27 7.45%*
- --------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 MASSACHUSETTS TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 $ 9.78 0.47 0.23 (0.47) -- $10.01 7.30%
For the year ended
May 31, 1996 $ 9.90 0.48 (0.12) (0.48) -- $ 9.78 3.64%
For the year ended
May 31, 1995 $ 9.81 0.47 0.09 (0.47) -- $ 9.90 6.00%
For the period ended
May 31, 1994(3) $10.00 0.50 (0.19) (0.50) -- $ 9.81 3.04%*
- --------------------------------------------------------------------------------------------------------------------------

RATIO RATIO OF
NET RATIO OF EXPENSES NET INCOME
ASSETS RATIO OF NET TO AVERAGE TO AVERAGE
END OF EXPENSES INCOME NET ASSETS NET ASSETS PORTFOLIO
OF PERIOD TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER
(000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE
- ---------------------------------------------------------------------------------------------------------------
BOSTON 1784 TAX-EXEMPT MEDIUM-TERM INCOME FUND
For the year ended
<S> <C> <C> <C> <C> <C> <C>
May 31, 1997 $250,526 0.80% 4.92% 1.17% 4.55% 33.24%
For the year ended
May 31, 1996 $196,787 0.79% 4.90% 1.21% 4.48% 37.35%
For the year ended
May 31, 1995 $176,345 0.80% 5.02% 1.26% 4.56% 74.74%
For the period ended
May 31, 1994(1) $ 36,365 0.32% 5.06% 1.61% 3.77% 98.83%
- ---------------------------------------------------------------------------------------------------------------
BOSTON 1784 CONNECTICUT TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 $103,104 0.76% 4.94% 1.17% 4.53% 4.28%
For the year ended
May 31, 1996 $ 81,441 0.75% 5.02% 1.29% 4.48% 20.41%
For the period ended
May 31, 1995(2) $ 61,369 0.52% 5.44% 1.40% 4.56% 35.56%
- ---------------------------------------------------------------------------------------------------------------
BOSTON 1784 MASSACHUSETTS TAX-EXEMPT INCOME FUND
For the year ended
May 31, 1997 $147,459 0.79% 4.74% 1.18% 4.35% 9.47%
For the year ended
May 31, 1996 $106,619 0.80% 4.73% 1.28% 4.25% 47.00%
For the year ended
May 31, 1995 $ 82,058 0.80% 4.93% 1.35% 4.38% 34.59%
For the period ended
May 31, 1994(3) $ 49,662 0.33% 5.10% 1.41% 4.02% 13.99%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

PROSPECTUS

<PAGE>

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

BOSTON 1784 RHODE ISLAND TAX-EXEMPT INCOME FUND
For the year ended
<S> <C> <C> <C> <C> <C> <C>
May 31, 1997 $10.06 0.50 0.25 (0.50) -- $10.31 7.61%
For the year ended
May 31, 1996 $10.13 0.53 (0.07) (0.53) -- $10.06 4.65%
For the period ended
May 31, 1995(4) $10.00 0.45 0.13 (0.45) -- $10.13 6.09%*
- ---------------------------------------------------------------------------------------------------------------------------

RATIO RATIO OF
NET RATIO OF EXPENSES NET INCOME
ASSETS RATIO OF NET TO AVERAGE TO AVERAGE
END OF EXPENSES INCOME NET ASSETS NET ASSETS PORTFOLIO
OF PERIOD TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER
(000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE
- --------------------------------------------------------------------------------------------------------------
BOSTON 1784 RHODE ISLAND TAX-EXEMPT INCOME FUND
For the year ended
<S> <C> <C> <C> <C> <C> <C>
May 31, 1997 $53,752 0.79% 4.88% 1.21% 4.46% 8.18%
For the year ended
May 31, 1996 $37,904 0.77% 5.16% 1.35% 4.58% 19.68%
For the period ended
May 31, 1995(4) $32,495 0.54% 5.56% 1.60% 4.50% 57.51%
- --------------------------------------------------------------------------------------------------------------
<FN>
* 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.
</FN>
</TABLE>

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

NET REALIZED AND NET
ASSET UNREALIZED DISTRIBUTIONS DISTRIBUTIONS ASSET
VALUE NET GAINS OR FROM NET FROM VALUE
BEGINNING INVESTMENT (LOSSES) ON INVESTMENT CAPITAL END TOTAL
OF PERIOD INCOME INVESTMENTS INCOME GAINS OF PERIOD RETURN
- ---------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 ASSET ALLOCATION FUND
For the year ended
<S> <C> <C> <C> <C> <C> <C> <C>
May 31, 1997 $12.31 0.34 1.44 (0.33) (0.36) $13.40 14.89%
For the year ended
May 31, 1996 $10.99 0.31 1.61 (0.31) (0.29) $12.31 17.83%
For the year ended
May 31, 1995 $ 9.84 0.28 1.15 (0.27) (0.01) $10.99 14.84%
For the period ended
May 31, 1994(1) $10.00 0.19 (0.20) (0.15) (0.00) $ 9.84 (0.15)%*
- ---------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 GROWTH AND INCOME FUND
For the year ended
May 31, 1997 $15.23 0.12 2.63 (0.11) (0.33) $17.54 18.33%
For the year ended
May 31, 1996 $12.16 0.10 3.08 (0.11) (0.00) $15.23 26.32%
For the year ended
May 31, 1995 $10.57 0.11 1.67 (0.10) (0.09) $12.16 17.09%
For the period ended
May 31, 1994(2) $10.00 0.12 0.56 (0.11) (0.00) $10.57 6.80%*
- ---------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 GROWTH FUND
For the year ended
May 31, 1997 $11.27 0.02 0.96 (0.05) (0.00) $12.20 8.77%
For the period ended
May 31, 1996(3) $10.00 0.02 1.25 (0.00) (0.00) $11.27 12.70%*
- ---------------------------------------------------------------------------------------------------------------------------
BOSTON 1784 INTERNATIONAL EQUITY FUND
For the year ended
May 31, 1997 $12.05 0.07 1.23 (0.09) (0.06) $13.20 10.93%
For the year ended
May 31, 1996 $10.41 0.11 1.85 (0.27) (0.05) $12.05 19.08%
For the period ended
May 31, 1995(4) $10.00 0.06 0.35 (0.00) (0.00) $10.41 4.73%*
- ---------------------------------------------------------------------------------------------------------------------------

RATIO RATIO OF
NET RATIO OF EXPENSES NET INCOME
ASSETS RATIO OF NET TO AVERAGE TO AVERAGE
END OF EXPENSES INCOME NET ASSETS NET ASSETS PORTFOLIO AVG.
OF PERIOD TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER COMM.
(000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE RATE(5)
- -----------------------------------------------------------------------------------------------------------------------
BOSTON 1784 ASSET ALLOCATION FUND
For the year ended
<S> <C> <C> <C> <C> <C> <C> <C>
May 31, 1997 $ 35,522 1.07% 2.87% 1.37% 2.57% 23.60% $0.0717
For the year ended
May 31, 1996 $ 16,831 1.25% 2.86% 1.90% 2.21% 39.56% N/A
For the year ended
May 31, 1995 $ 8,622 1.25% 2.88% 2.51% 1.62% 67.23% N/A
For the period ended
May 31, 1994(1) $ 6,928 1.25% 2.62% 3.61% 0.26% 28.19% N/A
- -----------------------------------------------------------------------------------------------------------------------
BOSTON 1784 GROWTH AND INCOME FUND
For the year ended
May 31, 1997 $457,952 0.92% 0.77% 1.19% 0.50% 15.35% $0.0556
For the year ended
May 31, 1996 $303,463 0.94% 0.78% 1.24% 0.48% 39.50% N/A
For the year ended
May 31, 1995 $229,200 0.94% 1.05% 1.23% 0.76% 38.94% N/A
For the period ended
May 31, 1994(2) $121,717 0.35% 1.23% 1.36% 0.22% 31.55% N/A
- -----------------------------------------------------------------------------------------------------------------------
BOSTON 1784 GROWTH FUND
For the year ended
May 31, 1997 $261,487 0.77% 0.17% 1.15% (0.21%) 57.46% $0.0548
For the period ended
May 31, 1996(3) $ 46,026 0.20% 1.75% 1.73% 0.22% 0.00% N/A
- -----------------------------------------------------------------------------------------------------------------------
BOSTON 1784 INTERNATIONAL EQUITY FUND
For the year ended
May 31, 1997 $503,048 1.27% 0.41% 1.52% 0.16% 22.88% $0.0037
For the year ended
May 31, 1996 $362,460 1.13% 0.76% 1.61% 0.28% 15.55% N/A
For the period ended
May 31, 1995(4) $148,439 0.89% 2.06% 1.70% 1.25% 11.03% N/A
- -----------------------------------------------------------------------------------------------------------------------
<FN>
* 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.
</FN>
</TABLE>

PROSPECTUS

<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 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 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 are 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 are 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 are 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 BOSTON 1784 U.S. GOVERNMENT MEDIUM-TERM INCOME FUND
is current income consistent with preservation of capital.

The investment objective of 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.

PROSPECTUS

<PAGE>

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

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 are 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.

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 are 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 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 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 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 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 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 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 are invested in
municipal securities.

PROSPECTUS

(CONTINUED)

<PAGE>

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

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 are 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 are invested
in municipal securities and at least 65% of each Fund's assets are 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 are 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" on page 13 for more
information.

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

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

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

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

The investment objective of 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.

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.

PROSPECTUS

<PAGE>
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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 are 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 are
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 are 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 are 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 LARGE CAP EQUITY 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 are 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 are invested in these securities.

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 are
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.

PROSPECTUS

(CONTINUED)

<PAGE>

INVESTMENT INFORMATION (CONTINUED)
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ADDITIONAL INVESTMENT POLICIES: THIS SECTION DESCRIBES ADDITIONAL INVESTMENT
POLICIES OF THE FUNDS. SEE "RISK CONSIDERATIONS" ON PAGE 13 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, the Large 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 rates for the Florida Tax-Exempt Income Fund and the Large Cap Equity
Fund are 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

<PAGE>
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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 by Standard & Poor's or Baa by
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.

Since 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 the 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, the
Small Cap Equity Fund, and the Large 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 by investing in developing

PROSPECTUS

(CONTINUED)

<PAGE>

INVESTMENT INFORMATION (CONTINUED)
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countries. 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

<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, the Growth and Income Fund, and the Large
Cap Equity 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. 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.

If a shareholder has elected to receive dividends and/or distributions in cash,
and the postal or other delivery service fails to deliver checks to the
shareholder's address of record, or the shareholder does not respond to mailings
from the shareholder servicing agent with regard to uncashed distribution
checks, the shareholder's distribution option will automatically be converted to
having dividends and other distributions reinvested in additional shares.
Requests to change a distribution option must be received by the shareholder
servicing agent by the record date for a dividend or distribution in order to be
effective for that dividend or distribution. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.

PROSPECTUS

<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 yand, 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 July
31, 1997, the Private Bank was responsible for the investment management of
approximately $24 billion of individual, institutional, endowment and corporate
assets, including nearly $7 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, National
Association 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, 75
Wall Street, New York, New York 10005, 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 A.G. 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 $50 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 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 Investment Co.

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.

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.

CARL W. PAPPO has been Assistant Fund Manager of the Tax-Exempt
Medium-Term Income Fund, Connecticut Tax-Exempt Income Fund and Rhode
Island Tax-Exempt Income Fund since 1996. Mr. Pappo, who has six years
investment management experience, traded fixed income securities at
BayBank Investment Management prior to joining the BankBoston investment
management team.

PROSPECTUS

<PAGE>

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BOSTON 1784 FLORIDA TAX-EXEMPT INCOME FUND

DAVID H. THOMPSON, Director of Fund Management, and SUSAN A. SANDERSON,
Senior Fund Manager, have been the co-managers of the Fund since
June 1997 (commencement of operations). 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 co-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 LARGE CAP EQUITY FUND
WILLIAM W. JENNINGS, Senior Investment Counsellor for the Private Bank at
BankBoston, has been the manager of the Fund since the commencement of its
operations. Mr. Jennings has over 25 years experience in investment
management and has been with BankBoston since 1972.

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 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, the Small
Cap Equity Fund and the Large Cap Equity Fund are newly organized and had no
operations during that fiscal year.

- ------------------------------------------------------------------
Advisory fees paid
(expressed as a percentage
of average net assets)
- ------------------------------------------------------------------
Tax-Free Money Market Fund .38%
U.S. Treasury Money Market Fund .35
Institutional U.S. Treasury Money Market Fund .19
Prime Money Market Fund .30
Short-Term Income Fund .50
Income Fund .64
U.S. Government Medium-Term Income Fund .63
Tax-Exempt Medium-Term Income Fund .62
Connecticut Tax-Exempt Income Fund .63
Massachusetts Tax-Exempt Income Fund .60
Rhode Island Tax-Exempt Income Fund .61
Asset Allocation Fund .73
Growth and Income Fund .72
Growth Fund .63
International Equity Fund 1.00
- ------------------------------------------------------------------

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. SEI receives a fee for these services, 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 .045% 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.

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 Drive, 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

<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.

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

[SQUARE 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.

[SQUARE 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.

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

[SQUARE 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 Boston 1784 Funds. 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 per share, 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 on the day your order is received and

PROSPECTUS

<PAGE>

SHAREHOLDER SERVICES (CONTINUED)
- --------------------------------------------------------------------------------

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 AND THE LARGE CAP EQUITY FUND HAVE NOT YET COMMENCED
OPERATIONS AS OF THE DATE OF THIS PROSPECTUS, BUT ARE EXPECTED TO DO SO BY
OCTOBER 1, 1998.

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 wish to open an account by debiting your checking or savings account,
please attach a voided check and complete the "Bank Wire and ACH Instructions"
section of the application.

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 prior
to sending any money.

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:

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

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

[SQUARE BULLET] Checks must be drawn on U.S. banks and must be payable to
Boston 1784 Funds. Third party checks can not be accepted.

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

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

[SQUARE 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

<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 10 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 19 and must include the
following information (please refer to "Signature guarantees" on page 21 if your
redemption request is in excess of $100,000):

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

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

[SQUARE BULLET] INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON: Written
instructions must be signed by each shareholder exactly
as the names appear in the account registration.
[SQUARE BULLET] UGMA OR UTMA: Written instructions must be signed by the
custodian in his/her capacity as it appears in the account
registration.
[SQUARE 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.
[SQUARE 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.
[SQUARE 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.
[SQUARE 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 $100,000 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.

BY If you have established this option, your redemption proceeds will
ELECTRONIC be transferred electronically to your predesignated bank account.
TRANSFER To establish this option on an existing account, please call
(ACH) 1-800-BKB-1784 to request the appropriate form.

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

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

PROSPECTUS

(CONTINUED)

<PAGE>

SHAREHOLDER SERVICES (CONTINUED)
- --------------------------------------------------------------------------------

[SQUARE BULLET] You would like the check mailed to an address other than
the address of record.
[SQUARE BULLET] You would like the check mailed to an address of record
that has changed in the preceding 30 days.
[SQUARE BULLET] Your redemption request is in excess of $100,000.

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 determine 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 when
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. Please note that purchases, exchanges or redemptions
may be made by telephone if you selected this option on your account
application. If you wish to establish this option on an existing account, please
call 1-800-BKB-1784 to request the appropriate form.

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. The Fund reserves the right to reject any application that
does not include a certified social security or taxpayer identification number.

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.

PROSPECTUS

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

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

CHECKWRITING. Checkwriting privileges are available to certain shareholders for
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. You may not use a check to close
your account. Checks may be written against your investment for a minimum of
$250 each check.

PROSPECTUS

<PAGE>

TAXES
- --------------------------------------------------------------------------------

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

Each Fund is treated as a separate entry for federal income tax purposes and
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. Any Fund that receives income from foreign securities
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 long-term capital gains regardless of how long
the shares of a Fund have been held; however, it is not clear at this time
whether all or any part of such distributions will be eligible to be taxed at a
maximum rate below 28%.

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.

Distributions of net capital gains and net short-term capital gains from any
Bond Fund or Tax-Exempt Fund, and any distributions from a Stock Fund, will
reduce the distributing Fund's net asset value per share. Shareholders who buy
shares just before a Fund makes such 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 U.S. 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 investments
under state and local laws.

PROSPECTUS

<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 eighteen 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" on page 13 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.

Since 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

<PAGE>

GENERAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------

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.

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 determined by calculating 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, the Small Cap
Equity Fund and the Large 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 Tax-Exempt Fund, the Small Cap Equity
Fund and the Large Cap Equity 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 returns for each of the Florida
Tax-Exempt Income Fund, the Small Cap Equity Fund and the Large Cap Equity Fund,
including in each case its corresponding common trust fund, were 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 6.72% 5.77% 6.08%
Small Cap Equity
Fund 12.36% 24.91% 19.54%
Large Cap Equity
Fund 27.35% 25.46% 17.80%

For the Period Since
the Date of Initial
For the 10 Public Investment
Years in the Common Trust
Ended Fund to
May 31, 1997 May 31, 1997
- -------------------------------------------------------------------
Florida Tax-Exempt
Income Fund N/A 6.67%
Small Cap Equity
Fund 13.88% N/A
Large Cap Equity
Fund 14.34% N/A

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

<PAGE>

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

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, the SmallCap Equity Fund and the Large Cap Equity Fund are newly
organized and had no operations during that fiscal year.

Expenses
- ----------------------------------------------------------------
Tax-Free Money Market Fund .54%
U.S. Treasury Money Market Fund .64
Institutional U.S. Treasury Money Market Fund .33
Prime Money Market Fund .65
Short-Term Income Fund .65
Income Fund .80
U.S. Government Medium-Term Income Fund .79
Tax-Exempt Medium-Term Income Fund .80
Connecticut Tax-Exempt Income Fund .76
Massachusetts Tax-Exempt Income Fund .79
Rhode Island Tax-Exempt Income Fund .79
Asset Allocation Fund 1.07
Growth and Income Fund .92
Growth Fund .77
International Equity Fund 1.27

COUNSEL AND INDEPENDENT AUDITORS
Bingham, Dana & Gould LLP, Boston, Massachusetts, is counsel for each Fund.
Coopers & Lybrand L.L.P., Philadelphia, Pennsylvania , 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

<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 SEPTEMBER 15, 1997.
<TABLE>
<CAPTION>
===========================================================================================================================
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> <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
Taxable Income* Connecticut A Connecticut 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%
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0-6,250 $0-12,500 3.00% 15.00% 17.55% 4.85% 5.46% 6.06% 6.67% 7.28%
6,251-24,650 12,501-41,200 4.50% 15.00% 18.83% 4.93% 5.54% 6.16% 6.78% 7.39%
24,651-59,750 41,201-99,600 4.50% 28.00% 31.24% 5.82% 6.54% 7.27% 8.00% 8.73%
59,751-124,650 99,601-151,750 4.50% 31.00% 34.11% 6.07% 6.83% 7.59% 8.35% 9.11%
124,651-271,050 151,751-271,050 4.50% 36.00% 38.88% 6.54% 7.36% 8.18% 9.00% 9.82%
over 271,050 over 271,050 4.50% 39.60% 42.32% 6.93% 7.80% 8.67% 9.54% 10.40%

Taxable Income* A Connectict Tax-Exempt Income Fund Yield of:
- -------------------------------- ------------------------------------
Single Joint 6.5% 7.0% 7.5% 8.0%
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$0-6,250 $0-12,500 7.88% 8.49% 9.10% 9.70%
6,251-24,650 12,501-41,200 8.01% 8.62% 9.24% 9.86%
24,651-59,750 41,201-99,600 9.45% 10.18% 10.91% 11.63%
59,751-124,650 99,601-151,750 9.86% 10.62% 11.38% 12.14%
124,651-271,050 151,751-271,050 10.63% 11.45% 12.27% 13.09%
over 271,050 over 271,050 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>

<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. It is assumed that taxable income as defined in the Internal Revenue Code
is the same as under the Florida Personal Income Tax law, however, Florida
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

<PAGE>

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

1997 Combined
Taxable Income* Massachusetts A Massachusetts Tax-Exempt Income Fund Yield of:
- ------------------------------- State Federal and Federal --------------------------------------------------
Single Joint Rate Rate Tax 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>

===========================================================================================================================
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%
- ------------------------------------------------------------------------------------------------------------
<S> <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%
24,001-58,150 40,101-96,900 7.70% 28.00% 33.54% 6.02% 6.77% 7.52% 8.28% 9.03%
58,151-121,300 96,901-147,700 8.53% 31.00% 36.88% 6.34% 7.13% 7.92% 8.71% 9.51%
121,301-263,750 147,701-263,750 9.90% 36.00% 42.34% 6.94% 7.80% 8.67% 9.54% 10.41%
over 263,750 over 263,750 10.89% 39.60% 46.18% 7.43% 8.36% 9.29% 10.22% 11.15%

Taxable Income* A Rhode Island Tax-Exempt Income Fund Yield of
- ------------------------------- ---------------------------------
Single Joint 6.5% 7.0% 7.5% 8.0%
- -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$0-24,000 $0-40,100 7.98% 8.59% 9.20% 9.82%
24,001-58,150 40,101-96,900 9.78% 10.53% 11.29% 12.04%
58,151-121,300 96,901-147,700 10.30% 11.09% 11.88% 12.67%
121,301-263,750 147,701-263,750 11.27% 12.14% 13.01% 13.87%
over 263,750 over 263,750 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

<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 Reserve 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

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

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 an average weighted 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, and 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. Some of these securities are ycalled
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.

PROSPECTUS

<PAGE>

APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES
(CONTINUED)
- --------------------------------------------------------------------------------

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" on page 13.

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.

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

PROSPECTUS

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

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 to the deposited securities.
Investments in securities of foreign issuers (including ADRs, EDRs and CDRs) are
subject to special risks. See "Risk Considerations" on page 13.

PROSPECTUS

(CONTINUED)

<PAGE>

APPENDIX B -- PERMITTED INVESTMENTS AND INVESTMENT PRACTICES
(CONCLUDED)
- --------------------------------------------------------------------------------

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.

RULE 144A SECURITIES
A 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 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.

PROSPECTUS

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

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.

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" on page 34.

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 that 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.

SHORT SALES "AGAINST THE BOX"
In a short sale, a Fund sells a borrowed security and has a corresponding
obligation to the lender to return the identical security. A Fund may engage in
a short sale 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." A 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 each Fund's total assets would be involved in short sales
"against the box."

PROSPECTUS

<PAGE>

MONEY MARKET FUNDS

BOND FUNDS
[SQUARE BULLET] BOSTON 1784 SHORT-TERM INCOME FUND
[SQUARE BULLET] BOSTON 1784 INCOME FUND
[SQUARE BULLET] BOSTON 1784 U.S. GOVERNMENT MEDIUM-
TERM 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 LARGE CAP EQUITY FUND
[SQUARE BULLET] BOSTON 1784 INTERNATIONAL EQUITY FUND

NOT PART OF THE PROSPECTUS

MF-0135

<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 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 THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------

[SQUARE BULLET] Boston 1784 Tax-Free Money
Market Fund

[SQUARE BULLET] Boston 1784 U.S. Treasury Money
Market Fund

[SQUARE BULLET] Boston 1784 Institutional U.S. Treasury Money Market Fund

[SQUARE BULLET] Boston 1784 Prime 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

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

<PAGE>

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

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 Other Operating
Fee(2) Expenses(2)Expenses(2)
- --------------------------------------------------------
Tax-Free Money
Market Fund .38% .16% .54%
U.S. Treasury Money
Market Fund .35 .29 .64
Institutional U.S. Treasury
Money Market Fund .19 .14 .33
Prime Money
Market Fund .30 .35 .65
- --------------------------------------------------------

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
- --------------------------------------------------------
Tax-Free Money Market Fund $6 $17 $30 $68
U.S. Treasury Money
Market Fund 7 20 36 80
Institutional U.S. Treasury
Money Market Fund 3 11 19 42
Prime Money Market Fund 7 21 36 81
- --------------------------------------------------------

(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 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 .16% and .56% for the Tax-
Free Money Market Fund, .32% and .72% for the U.S. Treasury Money Market
Fund, .14% and .34% for the Institutional U.S. Treasury Money Market Fund
and .35% and .75% for the Prime Money Market Fund.

PROSPECTUS

<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 TAX-FREE MONEY MARKET FUND
<S> <C> <C> <C> <C> <C> <C> <C>
For the year ended May 31, 1997 $1.00 0.03 (0.03) $1.00 3.22% $845,612 0.54%
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 (1) $1.00 0.02 (0.02) $1.00 2.31%* $407,448 0.27%
- ------------------------------------------------------------------------------------------------------------------
BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 $1.00 0.05 (0.05) $1.00 4.86% $390,294 0.64%
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 (2) $1.00 0.03 (0.03) $1.00 2.64%* $ 5,593 0.65%
- ------------------------------------------------------------------------------------------------------------------
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 $1.00 0.05 (0.05) $1.00 5.16% $2,591,487 0.33%
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 (3) $1.00 0.03 (0.03) $1.00 2.99%* $ 181,568 0.22%
- ------------------------------------------------------------------------------------------------------------------
BOSTON 1784 PRIME MONEY MARKET FUND
For the period
ended May 31, 1997 (4) $1.00 0.02 (0.02) $1.00 2.07%* $123,099 0.65%
For the year ended
December 31, 1996 (5) $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 (6) $1.00 0.02 (0.02) $1.00 2.13%* $242,935 0.59%
For the period ended April 30, 1992 (7) $1.00 0.03 (0.03) $1.00 3.55% $280,931 0.48%
- ------------------------------------------------------------------------------------------------------------------

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 TAX-FREE MONEY MARKET FUND
<S> <C> <C> <C>
For the year ended May 31, 1997 3.17% 0.56% 3.15%
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 (1) 2.39% 0.71% 1.95%
- --------------------------------------------------------------------------
BOSTON 1784 U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 4.76% 0.72% 4.68%
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 (2) 2.91% 6.42% (2.86)%
- --------------------------------------------------------------------------
BOSTON 1784 INSTITUTIONAL U.S. TREASURY MONEY MARKET FUND
For the year ended May 31, 1997 5.05% 0.34% 5.04%
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 (3) 3.16% 0.55% 2.83%
- --------------------------------------------------------------------------
BOSTON 1784 PRIME MONEY MARKET FUND
For the period
ended May 31, 1997 (4) 4.98% 0.75% 4.88%
For the year ended
December 31, 1996 (5) 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 (6) 3.13% 0.64% 3.08%
For the period ended April 30, 1992 (7) 4.61% 0.63% 4.46%
- --------------------------------------------------------------------------
<FN>
* Returns are for the period indicated and have not been annualized.
(1) The Tax-Free Money Market Fund commenced operations on June 14, 1993. All
ratios for the period have been annualized.
(2) The U.S. Treasury Money Market Fund commenced operations on June 7, 1993.
All ratios for the period have been annualized.
(3) The Institutional U.S. Treasury Money Market Fund commenced operations on
June 14, 1993. All ratios for the period have been annualized.
(4) 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.
(5) 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 LLP were the auditors of the BayFunds
Money Market Portfolio.
(6) 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.
(7) 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.
</FN>
</TABLE>

PROSPECTUS

<PAGE>

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

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 are 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 are invested in taxable instruments. See Appendix
A for information on taxable equivalent yields.

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 are 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.

PROSPECTUS

<PAGE>

ADDITIONAL INVESTMENT POLICIES: THIS SECTION DESCRIBES ADDITIONAL INVESTMENT
POLICIES OF THE FUNDS. SEE "RISK CONSIDERATIONS" ON PAGE 6 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."

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.

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 the Fund. This
structure is known as a master/feeder 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

<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.

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.

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

<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.

If a shareholder has elected to receive dividends and/or distributions in cash,
and the postal or other delivery service fails to deliver checks to the
shareholder's address of record, or the shareholder does not respond to mailings
from the shareholder servicing agent with regard to uncashed distribution
checks, the shareholder's distribution option will automatically be converted to
having dividends and other distributions reinvested in additional shares. No
interest will accrue on amounts represented by uncashed distribution or
redemption checks.

PROSPECTUS

<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 Fundy 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 July
31, 1997, the Private Bank was responsible for the investment management of
approximately $24 billion of individual, institutional, endowment and corporate
assets, including nearly $7 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, National
Association 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.

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Advisory fees paid
(expressed as a percentage
of average net assets)
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Tax-Free Money Market Fund .38%
U.S. Treasury Money Market Fund. .35
Institutional U.S. Treasury Money Market Fund .19
Prime Money Market Fund .30

ADMINISTRATOR. SEI Fund Resources provides administrative and fund accounting
services to the Funds, including regulatory reporting, office facilities and
equipment and personnel. SEI receives a fee for these services, which is
calculated daily and paid monthly,

PROSPECTUS

<PAGE>

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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
.045% 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

<PAGE>

SHAREHOLDER SERVICES
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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.

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

[SQUARE 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.

HOW TO OPEN AN ACCOUNT

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

<PAGE>
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Each Fund's share price, called net asset value per share, 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.

If you wish to open an account by debiting your checking or savings account,
please attach a voided check and complete the "Bank Wire and ACH Instructions"
section of the application.

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

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 prior
to sending any money.

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.