INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-12
BOSTON ADVISORS TRUST
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________
3) Filing Party:
_________________________________________________________
4) Date Filed:
_________________________________________________________
BOSTON ADVISORS CASH RESERVES FUND
BOSTON ADVISORS U.S. GOVERNMENT MONEY MARKET FUND
(each a series of Boston Advisors Trust and referred to as a "Fund"
and collectively as the "Funds")
One Federal Street
26/th/ Floor
Boston, MA 02110
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 13, 2002
The Funds are series of Boston Advisors Trust (the "Trust"), which is a business
trust, organized under the laws of the Commonwealth of Massachusetts.
This is the formal agenda for your Fund's special meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you want
to attend in person.
To the shareholders of each Fund:
A joint special meeting of shareholders of the Funds will be held at One Federal
Street, Boston, Massachusetts on November 13, 2002 at 9:00 a.m., Eastern time,
to consider the following:
1. For each Fund, a proposal to approve a subadvisory agreement among the
Funds, Boston Advisors, Inc. and MONY Capital Management, Inc., an
affiliate of Boston Advisors, Inc. Your board of trustees recommends that
you vote FOR this proposal.
2. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on October 3, 2002 are
entitled to vote at the meeting and any related follow-up meetings.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card. Please take a few minutes to vote now.
By order of the board of trustees,
John Del Prete
Secretary
October 15, 2002
JOINT PROXY STATEMENT OF
BOSTON ADVISORS CASH RESERVES FUND
BOSTON ADVISORS U.S. GOVERNMENT MONEY MARKET FUND
(each a series of Boston Advisors Trust and referred to as a "Fund"
and collectively as the "Funds")
Proxy Statement for Special Meeting of Shareholders
This Joint Proxy Statement contains the information you should know before
voting on the proposals as summarized below.
The Funds are organized as registered open-end management investment companies,
each a series of the Trust. The Trust is a business trust organized under the
laws of the Commonwealth of Massachusetts.
Your Fund will furnish without charge a copy of its most recent annual report to
any shareholder upon request. Shareholders who want to obtain a copy of a Fund's
semiannual and annual reports should direct all written requests to the
attention of the Fund, Boston Advisors Trust, One Federal Street, 26th Floor,
Boston, Massachusetts 02110 or call Boston Advisors, Inc. at 1-800-523-5903.
INTRODUCTION
This Proxy Statement is being used by the board of trustees of the Trust to
solicit proxies to be voted at a special meeting of shareholders of your Fund.
This meeting will be held at the principal executive offices of the Funds, One
Federal Street, Boston, Massachusetts on November 13, 2002 at 9:00 a.m., Eastern
time. The purpose of the meeting is to consider:
1. For each Fund, a proposal to approve a subadvisory agreement among the
Funds, Boston Advisors, Inc. and MONY Capital Management, Inc, an affiliate
of Boston Advisors, Inc.
2. Any other business that may properly come before the meeting.
This Proxy Statement and the proxy card are being mailed to Fund shareholders on
or about October 15, 2002.
Who is Eligible to Vote?
Shareholders of record on October 3, 2002 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. Each share is entitled to
one vote. Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholder instructions. If you
sign a proxy, but do not fill in a vote, your shares will be voted "for" the
proposals. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
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PROPOSAL 1
APPROVAL OF A SUBADVISORY AGREEMENT
FOR THE FUNDS
Boston Advisors, Inc. (the "adviser") serves as the Funds' investment adviser
and is responsible for providing each Fund with a continuous investment program
under an investment advisory agreement (the "advisory agreement") with the
Funds. The advisory agreement was most recently approved by the board of
trustees of each Fund (the "trustees"), including a majority of the trustees who
are not parties to the advisory agreement or "interested persons" as such term
is defined in the Investment Company Act of 1940, as amended (the "1940 Act") of
any party thereto (the "non-interested trustees"), on March 12, 2002.
At a meeting of the Funds' trustees held on October 2, 2002, the trustees,
including all of the non-interested trustees, unanimously approved and voted to
recommend that shareholders of each Fund approve a subadvisory agreement (the
"proposed subadvisory agreement") among the Funds, the adviser and MONY Capital
Mangement, Inc. (the "subadviser"). The adviser and the subadviser are both
wholly owned subsidiaries of The MONY Group, Inc., a diversified financial
service company offering insurance, brokerage, asset management and other
financial services. As of June 30, 2002, The MONY Group, Inc. and its affiliates
had total assets of $11 billion.
The proposed subadvisory agreement will permit the day-to-day management of the
Funds' assets to be conducted by a team of investment professionals, both
portfolio managers and credit analysts, who devote significantly greater
resources to managing money market assets. However, the basic investment
approach of the Funds would be unchanged and the adviser would remain
responsible for the overall management of the Funds' operations. The form of
proposed subadvisory agreement is attached to this proxy statement as Exhibit A.
Approval of the proposed subadvisory agreement will not result in any increase
in fees payable by the Funds or any change in the Funds' investment policies.
The adviser will be solely responsible for paying the proposed subadvisory fee
to the subadviser. The investment management fees payable by the Funds to the
adviser under the advisory agreement will not change.
For a summary of the trustees' rationale for recommending that shareholders vote
to approve the adviser's retention of the subadviser, see "Analysis of Proposal
and Review of Trustees" below.
About the subadviser
MONY Capital Management, Inc. is a Delaware corporation founded in and
registered with the Securities and Exchange Commission as an investment adviser
in [2001]. The subadviser is a wholly owned subsidiary of The MONY Group, Inc.
The subadviser is principally engaged in the management of
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investments for insurance companies and investment advisers affiliated with The
MONY Group, Inc.
As of June 30, 2002, the subadviser had total assets under management of
approximately $7.7 billion, including approximately $400 million in money market
portfolios. The subadviser has a professsional staff of approximately eighteen
investment management professionals. The principal business offices of the
subadviser are located at 1740 Broadway, New York, NY 10019.
The subadviser does not currently manage the assets of any other investment
company.
The principal occupations of each director and principal executive officer of
the subadviser are set forth in Exhibit B to this proxy statement. The principal
business address of each director and principal executive officer, as it relates
to his or her duties with the subadviser, is 1740 Broadway, New York, NY 10019.
About the Adviser
The adviser is a wholly owned subsidiary of The Advest Group, Inc. ("Advest
Group"), a diversified financial services firm with headquarters in Hartford,
Connecticut. The Advest Group is engaged in the financial services business in
the U.S. and other countries. The Advest Group is a member of The MONY Group,
Inc. As of June 30, 2002, the adviser had approximately $3.4 billion in assets
under management, including the Funds, tax exempt money market funds and
separately managed accounts.
If the proposed subadvisory agreement is approved, the adviser will use the
services of the subadviser to manage the day-to-day investment of the Funds'
assets, but the adviser will remain responsible for the overall management of
the Funds' operations as discussed below under "The Advisory Agreement."
During the Funds' most recent fiscal year, no brokerage commissions were paid to
any affiliate in connection with portfolio transactions.
The principal occupations of each director and principal executive officer of
the adviser are set forth in Exhibit C to this proxy statement.
The Proposed Subadvisory Agreement
The following is a summary of the material terms of the proposed subadvisory
agreement. This summary is qualified by the form of proposed subadvisory
agreement attached to this proxy statement as Exhibit A.
Services. Under the proposed subadvisory agreement, the subadviser would provide
each Fund with investment research, advice and supervision and furnish an
investment program for the Funds in accordance with each Fund's investment
objective and policies, subject to the supervision of the adviser and the
trustees. The subadviser would determine what portfolio securities will be
purchased or sold, arrange for the placing of orders for the purchase or sale of
portfolio
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securities, select brokers or dealers to place those orders, maintain books and
records with respect to each Fund's securities transactions, and report to the
adviser and the trustees on each Fund's investments and performance.
Compensation. The proposed subadvisory agreement provides that the adviser will
pay the subadviser a fee equal to 0.03% of each Fund's average daily net assets.
The Funds will not pay any fee directly to the subadviser. The fee payable to
the adviser of 0.55% of each Fund's average daily net assets will not be
affected by the proposal.
Term. If approved by shareholders of a Fund, the proposed subadvisory agreement
will take effect with respect to that Fund as soon as practicable after the
shareholder meeting and will remain in effect until April 30, 2004. Thereafter,
the subadvisory agreement will continue in effect from year to year subject to
the approval of its continuance as described below under "Provisions Contained
in the Proposed Subadvisory Agreement and Advisory Agreement.
Provisions Contained in the Proposed Subadvisory Agreement and the Advisory
Agreement
Limitation of Liability. The advisory and the subadvisory agreements provide
that neither the adviser nor the subadviser shall be liable for any error of
judgment or mistake of law or for any loss suffered by your Fund in connection
with the matters to which the respective agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the applicable adviser or subadviser in the performance of its duties or from
the reckless disregard of its obligations and duties under the respective
agreement.
Termination, Continuance and Amendment. Except as described above for the
proposed subadvisory agreement, each agreement continues from year to year
subject to annual approval of its continuance by a majority of the
non-interested trustees, cast in person at a meeting called for the purpose of
voting on such approval, and annual approval by either (a) your Fund's trustees,
or (b) a majority of your Fund's outstanding voting securities, as defined in
the 1940 Act. Each agreement may be terminated at any time without penalty on 60
days' written notice by the trustees, by a vote of a majority of the Fund's
outstanding voting securities, or by the adviser or subadviser. Each agreement
terminates automatically in the event of its assignment or in the event that the
adviser ceases to act as the Fund's investment adviser.
The Advisory Agreement
Under the Funds' advisory agreement, the adviser, provides the Funds with
investment research, advice and supervision and furnishes an investment program
consistent with each Fund's investment objective and policies, subject to the
supervision of the trustees. The adviser determines what portfolio securities
will be purchased or sold, arranges for the placing of orders for the purchase
or sale of portfolio securities, selects brokers or dealers to place those
orders, maintains books and records with respect to each Fund's securities
transactions, and reports to the trustees on each Fund's investments and
performance.
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Under the terms of the advisory agreement, the adviser pays all the operating
expenses, including executive salaries and the rental of office space, relating
to its services for the Funds. Except for the services provided by the adviser,
each Fund pays all of its own ordinary and extraordinary expenses, including,
but not limited to: (a) charges and expenses for fund accounting, pricing and
appraisal services and related overhead, including, to the extent such services
are performed by personnel of the adviser or its affiliates, office space and
facilities and personnel compensation, training and benefits; (b) the charges
and expenses of auditors; (c) the charges and expenses of any custodian,
transfer agent, plan agent, dividend disbursing agent and registrar appointed by
the Fund with respect to the Fund; (d) issue and transfer taxes, chargeable to
the Fund in connection with securities transactions to which each Fund is a
party; (e) insurance premiums, interest charges, dues and fees for membership in
trade associations and all taxes and corporate fees payable by the Fund to
federal, state or other registrations of the Fund and/or its shares with the
Securities and Exchange Commission ("SEC"), state blue sky securities agencies
and the securities regulators of foreign countries, including the preparation of
prospectuses and statements of additional information for filing with the SEC;
(g) all expenses of shareholders' and trustees' meetings and of preparing,
printing and distributing prospectuses, notices, proxy statements and all
reports to shareholders and to governmental agencies; (h) charges and expenses
of legal counsel to the Fund and the trustees; (i) any distribution or service
fees paid by the Fund in accordance with Rule 12b-1 under the 1940 Act; (j)
compensation of those trustees of the Fund who are not affiliated with or
interested persons of the adviser or the Fund (other than as trustees); (k) the
cost of preparing and printing share certificates; and (l) interest on borrowed
money, if any. In addition to the expenses described above, the Fund will pay
brokers' and underwriting commissions chargeable to the Fund in connection with
its securities transactions.
Each Fund has agreed to pay the adviser a monthly advisory fee at an annual rate
equal to the Fund's average daily net assets as set forth below:
Fund Fee as a Percent of
Average Daily Net Assets
Cash Reserves Fund 0.55%
U.S. Government Money
Market Fund 0.55%
For each Fund, the adviser has contractually agreed to waive its advisory fees
and reimburse the Funds for its expenses through September 1, 2003 to the extent
necessary to maintain the expense ratios of Class 1 and Class 2 shares at not
more than 0.90% and 0.65% of their average net assets, respectively. The caps
may be changed or terminated at any time after September 1, 2003 and do not
apply to brokerage commission, taxes, interest and litigation, indemnification
and other extraordinary expenses. During the fiscal year ended April 30, 2002,
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the Cash Reserves Fund incurred advisory fees of $6,896,384, of which $1,077,585
was waived by the adviser, and the U.S. Government Money Market Fund incurred
advisory fees of $966,327, of which $195,926 was waived by the adviser.
Analysis of Proposal and Review by Trustees
The trustees have determined that the retention of the subadviser is in the best
interest of each Fund and the terms of the proposed subadvisory agreement are
fair and reasonable. In evaluating the proposed subadvisory agreement, the
trustees carefully considered the subadviser's experience in managing
fixed-income portfolios, the investment performance of such portfolios, and the
subadviser's resources, reputation, personnel, operations and financial
condition. The trustees considered the potential benefits to the Funds of being
managed by an adviser that has significantly more assets under management,
particularly in money market portfolios, and more resources for research and
credit analysis. The trustees also considered the continuing role of the adviser
in supervising the Funds' operations and the fact that the subadviser would be
following the same policies in managing the Funds on a day-to-day basis. The
trustees also considered the fact that the proposed arrangement would not have
an effect on fees paid by the Funds. In addition, the trustees considered such
other factors as they deemed relevant.
Trustees' Evaluation and Recommendation
The trustees, including all of the non-interested trustees, by a vote cast at a
meeting held on October 2, 2002 unanimously approved and voted to recommend to
the shareholders of the Funds that each Fund adopt the proposed subadvisory
agreement. If a Fund's shareholders approve the proposed subadvisory agreement,
that subadvisory agreement will take effect as soon as practicable after the
shareholder meeting.
If the proposed subadvisory agreement is not approved for a Fund, the adviser
will continue to manage the Fund's assets on a day-to-day basis. Failure to
approve this proposal by either Fund will not affect the approval by the other
Fund.
The trustees of your Fund, including the non-interested trustees, recommend that
the shareholders of your Fund vote "for" the proposed subadvisory agreement.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your Fund is entitled to one vote for each proposal. Approval of
each proposal requires the affirmative vote of a majority of the shares of your
Fund outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your Fund means for each proposal the vote of the lesser
of
(1) 67% or more of the shares present at the meeting, if the holders of more
than 50% of the shares of the Fund are present or represented by proxy,
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or
(2) more than 50% of the outstanding shares of the Fund.
Shares of your Fund represented in person or by proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the meeting. Accordingly, an
abstention from voting has the same effect as a vote against a proposal.
However, if a broker or nominee holding shares in "street name" indicates on the
proxy card that it does not have discretionary authority to vote on a proposal,
those shares will not be considered present and entitled to vote on that
proposal. Thus, a "broker non-vote" has no effect on the voting in determining
whether a proposal has been adopted in accordance with clause (1) above, if more
than 50% of the outstanding shares (excluding the "broker non-votes") are
present or represented. However, for purposes of determining whether a proposal
has been adopted in accordance with clause (2) above, a "broker non-vote" has
the same effect as a vote against that proposal because shares represented by a
"broker non-vote" are considered to be outstanding shares.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the trustees, officers and employees of your
Fund; by personnel of the adviser, the Fund's principal distributor, Advest,
Inc., and the Fund's shareholder servicing and transfer agent, Advest Transfer
Services, Inc., or by broker-dealer firms. Alamo Direct has agreed to provide
proxy solicitation services at a cost of approximately $30,000. The adviser has
agreed to pay the costs of preparing, mailing and soliciting proxies, including
payments to unaffiliated solicitation firms.
The mailing address of the Funds, the adviser and Boston Advisors Trust is One
Federal Street, 26/th/ Floor, Boston, Massachusetts, 02110.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any
time before it is exercised:
.. By filing a written notice of revocation with your Fund's transfer agent,
Advest Transfer Services, Inc., 90 Statehouse Square, Hartford, CT 06163,
.. By returning a duly executed proxy with a later date before the time of the
meeting, or
.. If a shareholder has executed a proxy but is present at the meeting and
wants to vote in person, by notifying the secretary of the Fund (without
complying with any formalities) at any time before it is voted.
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Being present at the meeting alone does not revoke a previously executed and
returned proxy.
Outstanding Shares and Quorum
As of October 3, 2002 (record date), the number of shares of beneficial interest
of each Fund outstanding were as follows:
Fund Shares Outstanding
Cash Reserves Fund _____________
U.S. Government Money
Market Fund _____________
Only shareholders of record on record date are entitled to notice of and to vote
at the meeting. A majority of the outstanding shares of the Fund that are
entitled to vote will be considered a quorum for the transaction of business.
Submission of shareholder proposals
The Funds do not hold regular shareholders' meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to the Secretary of
the Trust at the address set forth on the cover of this proxy statement.
Other Business
Each Fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the proposal. If other business is
properly brought before the meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
Adjournments
If, for any Fund, a quorum is not present in person or by proxy at the time any
session of the meeting is called to order, the persons named as proxies may vote
those proxies that have been received to adjourn the meeting to a later date. If
a quorum is present but there are not sufficient votes in favor of a proposal,
the persons named as proxies may propose one or more adjournments of the meeting
to permit further solicitation of proxies concerning the proposal. Any
adjournment will require the affirmative vote of a majority of each affected
Fund's shares at the session of the meeting to be adjourned. If an adjournment
of the meeting is proposed because there are not sufficient votes in favor of a
proposal, the persons named as proxies will vote those proxies favoring the
proposal in favor of adjournment, and will vote those proxies against the
proposal against adjournment.
-8-
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, each Fund may
also arrange to have votes recorded by telephone by officers and employees of
the Fund or by personnel of the adviser or transfer agent. The telephone voting
procedure is designed to verify a shareholder's identity, to allow a shareholder
to authorize the voting of shares in accordance with the shareholder's
instructions and to confirm that the voting instructions have been properly
recorded. If these procedures were subject to a successful legal challenge,
these telephone votes would not be counted at the meeting. The Funds have not
obtained an opinion of counsel about telephone voting, but are currently not
aware of any challenge.
.. A shareholder will be called on a recorded line at the telephone number in
the Fund's account records and will be asked to provide the shareholder's
social security number or other identifying information.
.. The shareholder will then be given an opportunity to authorize proxies to
vote his or her shares at the meeting in accordance with the shareholder's
instructions.
.. To ensure that the shareholder's instructions have been recorded correctly,
the shareholder will also receive a confirmation of the voting instructions
by mail.
.. A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.
.. If the shareholder decides after voting by telephone to attend the meeting,
the shareholder can revoke the proxy at that time and vote the shares at
the meeting.
Internet Voting
You also will have the opportunity to submit your voting instructions via the
Internet by utilizing a program provided through a vendor. Voting via the
Internet will not affect your right to vote in person if you decide to attend
the meeting. Do not mail the proxy card if you are voting via the Internet. To
vote via the Internet, you will need the ___-digit "control number" that appears
on your proxy card. These Internet voting procedures are designed to
authenticate shareholder identities, to allow shareholders to give their voting
instructions, and to confirm that shareholders' instructions have been recorded
properly. If you are voting via the Internet you should understand that there
may be costs associated with electronic access, such as usage charges from
Internet access providers and telephone companies, that must be borne by you.
.. Read the proxy statement and have your proxy card at hand.
.. Go to the Web site www._____________.com.
.. Select the shareholder entryway.
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.. Select the proxy-voting link for your Fund.
.. Enter the __-digit "control number" found on your proxy card.
.. Follow the instructions on the Web site. Please call us at [1-800-523-5903]
if you have any problems.
.. To ensure that your instructions have been recorded correctly, you will
receive a confirmation of your voting instructions immediately after
submission and also by email if chosen.
OWNERSHIP OF SHARES IN THE FUNDS
As of September ____, 2002, no person held 5% or more of the outstanding shares
of the Funds.
As of September ____, 2002, trustees and officers of the Trust collectively
owned less than 1% of each Fund's outstanding shares.
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Exhibit A
[subadvisory agreement]
Exhibit B
The principal occupations of each director and principal executive officer of
the subadviser are set forth below
Name and Address* Principal Occupation
Kenneth M Levine
William D. Goodwin President and Chief Executive Officer
of MONY Capital Management, Inc.
Richard Daddario
Bart Schwartz
Gregory M. Staples Senior Managing Director of MONY
Capital Management.
Suzanne Walton Senior Managing Director of MONY
Capital Management.
Emilia F. Wiener Senior Managing Director of MONY
Capital Management.
William H. Sidford Senior Managing Director of MONY
Capital Management.
Lenny P Mazlish Senior Managing Director of MONY
Capital Management.
* The business address of each person listed is 1740 Broadway, New York, NY
10019.
Exhibit C
Name and Address Principal Occupation
Michael J. Vogelzang President, Chief Executive Officer and Trustee of
One Federal Street Boston Advisors Trust; President and Chief
Boston, MA 02110 Investment Officer of Boston Advisors, Inc.;
Director, Advest, Inc.
Allen G. Botwinick Chairman of the Board and Trustee of Boston
90 State House Square Advisors Trust; Executive Vice President of
Hartford, CT 06103 Administration and Operations, The Advest Group,
Inc. and Advest, Inc.; Director of Advest, Inc.
Kenneth Levine
1740 Broadway
New York, NY 10019
Michael Roth
1740 Broadway
New York, NY 10019
Donna Sawan
90 State House Square
Hartford, CT 06103
Lee Kuckro
90 State House Square
Hartford, CT 06103
Donna C. McAdam Treasurer, Vice President, Chief Financial Officer
One Federal Street and Chief Operating Officer of Boston Advisors, Inc.
Boston, MA 02110
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[logo] Boston Advisors Trust PROXY FOR THE SPECIAL MEETING OF
SHAREHOLDERS OF BOSTON ADVISORS CASH
RESERVES FUND AND BOSTON ADVISORS U.S.
GOVERNMENT MONEY MARKET FUND
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One Federal Street To be held November 13, 2002
26/th/ Floor VOTE VIA THE INTERNET:
Boston, MA 02110 [http://www._________.com]
TOUCH-TONE VOTING: [1-800-523-5903]
- --------------------------------------------------------------------------------
[CONTROL NUMBER] [triangle] Please fold and detach at perforation before
mailing [triangle]
BOSTON ADVISORS CASH RESERVES FUND
BOSTON ADVISORS U.S. GOVERNMENT MONEY MARKET FUND
I (we), having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John DelPrete, Michael
J. Vogelzang and Donna C. McAdam, and each of them, my (our) attorneys (with
full power of substitution in them and each of them) for and in my (our) name(s)
to attend the Special Meeting of Shareholders of my (our) fund to be held on
November 13, 2002, at 9:00 a.m. (Eastern time) at the offices of the fund, One
Federal Street, 26/th/ floor, Boston, Massachusetts 02110, and any adjourned
session or sessions thereof, and there to vote and act upon the following
matters (as more fully described in the accompanying proxy statement) in respect
of all shares of the fund which I (we) will be entitled to vote or act upon,
with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. If this Proxy is executed but no instruction is given, the votes
entitled to be cast by the undersigned will be cast "FOR" the Proposal as
described in the Proxy Statement and in the discretion of the Proxy holder on
any other matter that may properly come before the meeting or any adjournment or
postponement thereof.
Date _______________________, 2002
NOTE: In signing, please write
name(s) exactly as appearing
hereon. When signing as attorney,
executor, administrator or other
fiduciary, please give your full
title as such. Joint owners should
each sign personally.
__________________________________
Signature(s)
Please sign, date and return this proxy card
in the enclosed envelope.
[triangle] Please fold and detach at perforation before mailing [triangle]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.
The Board Unanimously Recommends That You Vote IN FAVOR OF the Proposal.
Please vote by filling in the boxes below.
(Boston Advisors Cash Reserves Fund Only):
FOR AGAINST ABSTAIN
To approve a subadvisory agreement among
Boston Advisors Cash Reserves Fund, Boston
Advisors U.S. Government Money Market Fund, [_] [_] [_]
Boston Advisors, Inc. and MONY Capital
Management, Inc.
(Boston Advisors U.S. Government Money Market Fund Only):
FOR AGAINST ABSTAIN
To approve a subadvisory agreement among
Boston Advisors Cash Reserves Fund, Boston [_] [_] [_]
Advisors U.S. Government Money Market Fund,
Boston Advisors, Inc. and MONY Capital
Management, Inc.
Please sign, date and return this proxy card