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:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] 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:
_________________________________________________________
Important Information
[LOGO] BOSTON ADVISORS TRUST
October 15, 2002
Dear Fellow Shareholder:
I am writing to ask for your vote on important matters concerning your
investment in Boston Advisors Cash Reserves Fund and Boston Advisors U.S.
Government Money Market Fund.
As you know, Boston Advisors, Inc. serves as each fund's investment adviser. To
provide the fund with additional advisory expertise, your fund's Trustees are
asking you to approve a new subadvisory agreement among each fund, the adviser
and MONY Capital Management, Inc.
These proposals have been approved by your fund's Board of Trustees, who believe
they will benefit you and your fellow shareholders. They are detailed in the
enclosed proxy statement and summarized in the questions and answers on the
following pages. I suggest you read both thoroughly before voting.
Your Vote Makes a Difference!
No matter what size your investment may be, your vote is critical. I urge you to
review the enclosed materials and to complete, sign and return the enclosed
proxy ballot to us immediately. Your prompt response will help avoid the need
for additional mailings. For your convenience, we have provided a postage-paid
envelope.
If you have any questions or need additional information, please contact your
investment professional.
I thank you for your prompt vote on this matter.
Sincerely,
Michael J. Vogelzang
President and Chief Executive Officer
Q&A
Q: Who is MONY Capital Management, Inc.?
A: Like the adviser, MONY Capital Management, Inc. (MONY Capital) is a wholly
owned subsidiary of The MONY Group, Inc., a diversified financial services
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 $24.5 billion.
Q: How can the addition of MONY Capital to the portfolio management team
benefit me?
A: Upon approval of the proposed new subadvisory contract, each fund's
day-to-day portfolio management responsibilities will be assumed by MONY
Capital. By approving MONY Capital to manage your fund on a day-to-day basis,
you will permit the Fund's assets to be managed by a team of investment
professionals, both portfolio managers and credit analysts, who devote
significantly greater resources to managing money market assets.
Q: Does this change in portfolio management signify a change in my fund's
investment objective and strategy?
A: No, these proposals do not in any way signal a change in either fund's
investment objective or strategy. Each fund will continue to seek to preserve
capital and maintain liquidity, consistent with seeking maximum current income.
Q: Will the addition of MONY Capital to the portfolio management team cause an
increase in my fund's management fee?
A: No, there will be no change to your fund's management fee.
Q: How do I vote?
A: Most shareholders typically vote by completing, signing and returning the
enclosed proxy card using the postage-paid envelope provided. If you prefer to
vote in person, you are cordially invited to attend a meeting of shareholders of
your fund, which will be held on Wednesday, November 13, 2002 at the funds'
offices at One Federal Street, 26/th/ Floor, in Boston, Massachusetts. If you
vote now, you will help avoid further solicitations.
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 DelPrete
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, 26/th/ 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.
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 a majority of the non-interested trustees, 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
Management, 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 $24.5 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 organized in 2001 and
registered with the Securities and Exchange Commission (the "SEC") as an
investment adviser. 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 professional 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 act as adviser for 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 securities, select brokers or dealers to place those orders, maintain
books and
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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
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 any brokerage commissions incurred, taxes, interest and litigation,
indemnification and other extraordinary expenses. During the fiscal year ended
April 30, 2002, 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.
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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 a majority of the non-interested trustees, by a vote
cast at a meeting held on October 2, 2002 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, or
(2) more than 50% of the outstanding shares of the Fund.
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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 and other 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.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
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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 1,320,580,851
U.S. Government Money Market Fund 201,180,643
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.
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
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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, refer to 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.
OWNERSHIP OF SHARES IN THE FUNDS
As of September 30, 2002, no person held 5% or more of the outstanding shares of
either Fund.
As of September 30, 2002, trustees and officers of the Trust collectively owned
less than 1% of each Fund's outstanding shares.
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Exhibit A
Form of Subadvisory Agreement
Agreement made as of this ____ day of November, 2002 by and among Boston
Advisors, Inc. (the "Adviser") a Massachusetts corporation, Boston Advisors
Trust (the "Trust"), a Massachusetts business trust, on behalf of its series,
Boston Advisors Cash Reserves Fund and Boston Advisors U.S. Government Money
Market Fund (each a "Fund", collectively the "Funds"), and MONY Capital
Management, Inc. (the "Subadviser"), a Delaware corporation.
WHEREAS, the Trust is an open-end management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and each
Fund is a series of the Trust;
WHEREAS, the Adviser and the Subadviser are investment advisers registered under
the Investment Advisers Act of 1940 (the "Advisers Act");
WHEREAS, the Trust and the Adviser are parties to an Investment Advisory
Agreement (the "Investment Advisory Agreement"), dated , pursuant to which the
Trust has appointed the Adviser as investment adviser to each of the Funds.
WHEREAS, the Trust, on behalf of each of the Funds, and the Adviser desires to
appoint the Subadviser as the sub-investment adviser of the Funds and to provide
certain other services, as more fully set forth below, and the Subadviser is
willing to act in such capacity upon the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the Trust, the Adviser and the Subadviser, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Appointment
(a) Subject to an in accordance with the provisions hereof, the
Trust, on behalf of each Fund, and the Adviser hereby appoint the
Subadviser as the sub-investment adviser of each Fund to provide
investment advice and to perform for the Funds such other duties and
functions as are hereinafter set forth, and subject to the
restrictions set forth herein, hereby delegates to the Subadviser the
authority vested in the Adviser to the extent necessary to enable the
Subadviser to perform its obligations under this Agreement. The Trust
authorizes the Adviser to delegate to the Subadviser the Adviser's
obligations under the Investment Adviser Agreement to the extent
contemplated by this Agreement. The Subadviser hereby accepts such
appointment and agrees to give the Funds, the Trust's Board of
Trustees (the "Trustees"), and the Adviser the benefit of the
Subadviser's best judgment, effort, advice and recommendations in
respect of its duties as defined in Section 2.
(b) The Trust and the Adviser hereby represent and warrant to the
A-1
Subadviser, which representations and warranties shall be deemed to be
continuing, that: (i) it has full power and authority to enter into
this Agreement; and (ii) it has taken all necessary and proper action
to authorize the execution and delivery of this Agreement.
(c) The Subadviser hereby represents and warrants to the Trust and
the Adviser, which representations and warranties shall be deemed to
be continuing, that: (i) it has full power and authority to enter into
this Agreement; and (ii) it has taken all necessary and proper action
to authorize the execution and delivery of this Agreement.
2. Adviser Duties
The Subadviser shall, subject to the direction and control of the Adviser and
the Trustees, and in accordance with the investment objectives, policies and
restrictions of the Funds and the implementation thereof as set forth in the
Trust's Registration Statement on Form N-1A, and any other investment
guidelines, policies or limitations the Trustees or the Adviser may from time to
time establish and deliver in writing to the Subadviser, and any applicable
federal and state laws: (i) regularly provide investment advice and
recommendations to the Funds, with respect to the Funds' investments, investment
policies and the purchase and sale of securities; (ii) supervise and monitor
continuously the investment program of the Funds and the composition of their
portfolios and determine what securities shall be purchased, held, sold or
reinvested by the Funds; (iii) arrange, subject to the provisions of Section 5
hereof, for the purchase of securities and other investments for the Funds and
the sale of securities and other investments of the Funds; (iv) provide reports
on the foregoing to the Trust and the Adviser in such detail as the Trust's or
the Adviser's officers may reasonably deem to be appropriate to determine the
adherence by the Subadviser to the investment policies and legal requirements of
the Funds; and (v) make its officers and employees available to the Trust at
reasonable times to review the investment policies of the Funds and to consult
with the Trust's officers regarding the investment affairs of the Funds in light
of current and prospective economic and market conditions.
To carry out such determinations, the Subadviser will exercise full discretion,
subject to the preceding paragraph, and act for each Fund in the same manner and
with the same force and effect as the Trust might or could do with respect to
purchases, sales or other transactions, as well as with respect to all other
things necessary or incidental to the furtherance or conduct of such purchases,
sales or other transactions. Notwithstanding the foregoing, the Subadviser
shall, upon written instructions from the Adviser, effect such portfolio
transactions for the Funds as the Adviser may from time to time direct.
3. Trust Expenses
(a) Except as otherwise provided herein, the Subadviser, at its own expense,
shall pay all operating expenses, including executive salaries and the rental of
office space, relating to its services for the Trust.
A-2
(b) The Trust shall assume and shall pay: (i) 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 Subadviser or its
affiliates, office space and facilities and personnel compensation, training and
benefits; (ii) the charges and expenses of auditors; (iii) the charges and
expenses of any custodian, administrator, transfer agent, plan agent, dividend
disbursing agent and registrar appointed by the trust with respect to the Fund;
(iv) issue and transfer taxes chargeable to the Trust in connection with
securities transactions to which the Funds are a party; (v) insurance premiums,
interest charges, dues and fees for membership in trade associations and all
taxes and corporate fees payable by the Trust to federal, state or other
governmental agencies; (vi) fees and expenses involved in registering and
maintaining registrations of the Trust and/or its shares with the Securities and
Exchange Commission (the "Commission"), state securities agencies and the
securities regulators of foreign jurisdictions, including the preparation of
prospectuses and statements of additional information for filing with such
regulatory agencies; (vii) all expenses of shareholders' and Trustees' meeting
and of preparing, printing and distributing prospectuses, notices, proxy
statements and all reports to shareholders and to governmental agencies; (viii)
charges and expenses of legal counsel to the Trust and the Trustees; (ix) any
distribution and services fees paid by the Trust in accordance with Rule 12b-1
promulgated by the Commission pursuant to the 1940 Act; (x) compensation of
those Trustees who are not affiliated with or interested persons of the Adviser,
the Subadviser or the Trust (other than as Trustees); (xi) the cost of preparing
and sprinting share certificate; and (xii) interest on borrowed money, if any.
4. Compensation of the Adviser
The Adviser will pay to the Subadviser as compensation for the Subadviser's
services rendered and for the expenses borne by the Subadviser, a fee,
determined as described in Schedule A which is attached hereto and made a part
hereof.
5. Portfolio Transactions and Brokerage
Subject to the provisions of this Section 5 and absent instructions from the
Adviser or the Trust, the Subadviser will have full discretionary authority to
place all orders for the purchase and sale of portfolio securities for the
Funds' account with issuers, brokers or dealers selected by the Subadviser,
which may include where permissible under the 1940 Act, brokers or dealers
affiliated with the Subadviser. In the selection of such brokers or dealers and
the placing of such orders, the Subadviser always shall seek best execution,
which is to place transactions where the Funds can obtain the most favorable
combination of price and execution services in particular transactions or
provided on a continuing basis by a broker or dealer, and to deal directly with
a principal market in connection with over-the-counter transactions, except when
it is believed that best execution is obtainable elsewhere.
Nothing in this Agreement shall preclude the combining of orders for the sale or
purchase of securities or other investments with other accounts managed by the
Subadviser or its affiliates, provided that the Subadviser does not favor any
A-3
account over any other account and provided that any purchase or sale orders
executed contemporaneously shall be allocated in an equitable manner among the
accounts involved in accordance with procedures adopted by the Subadviser and
reviewed and approved by the Trust and the Adviser.
Notwithstanding the foregoing, the Subadviser agrees that the Adviser shall have
the right by written notice to identify securities that may not be purchased on
behalf of the Fund and/or brokers and dealers through or with which portfolio
transactions on behalf of the Fund may not be effected, including, without
limitation, brokers or dealers affiliated with the Adviser. The Subadviser shall
refrain from purchasing such securities for a Fund or directing any portfolio
transaction to any such broker or dealer on behalf of a Fund, unless and until
the written approval of the Adviser is so obtained.
6. Interested Trustees or Parties
It is understood that Trustees, officers, and shareholders of the Trust may be
or become interested in the Subadviser as directors, officers or employees and
that directors, officers and stockholders of the Subadviser may be or become
similarly interested in the Trust, and that the Subadviser or its affiliates may
be or become interested in the Trust as a shareholder or otherwise.
7. Services Not Exclusive
The services of the Subadviser are not to be deemed exclusive, the Subadviser
being free to render services to others and engage in other activities,
provided, however, that such other services and activities do not, during the
term of this Agreement, interfere, in a material manner, with the Subadviser's
ability to meet all of its obligations with respect to rendering investment
advice hereunder. The Subadviser, its affiliates and its other clients may at
any time acquire or dispose of securities which are at the same time being
acquired or disposed of for the account of the Funds. The Subadviser shall not
be obligated to acquire for the Funds any security or other investment which the
Subadviser or its affiliates may acquire for its or their own accounts or for
the account of another client.
8. Compliance; Books and Records
(a) The Subadviser agrees to maintain compliance procedures which are
reasonably designed to ensure the Funds' compliance with the
applicable provisions of the 1940 Act and any rules or regulations
thereunder and the investment objective, policies and restrictions of
the Funds as set forth in the current Prospectus and Statement of
Additional Information or any other applicable provisions of state or
federal law.
(b) The Subadviser shall furnish to the Trust and the Adviser, at the
Subadviser's expense, copies of all records prepared and maintained in
connection with the performance of this Agreement and the maintenance
of compliance procedures pursuant to this Section 8 as the Trust or
Adviser may reasonably request.
A-4
(c) The Subadviser agrees to provide upon reasonable request of the
Trust or Adviser, information regarding the Subadviser, including but
not limited to, background information about the Subadviser and its
personnel and performance data, for use in connection with efforts to
promote the Funds and the sale of their shares.
(d) In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Subadviser hereby agrees that all records which it maintains
for the Trust and the Adviser are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's request. The Subadviser shall permit the Adviser, the
Trust's officers and its independent public accountants to inspect and
audit such records pertaining to the Funds at reasonable times during
normal business hours upon advance notice. In addition, the Subadviser
shall maintain and enforce adequate security procedures with respect
to all materials, records, documents and data relating to any of its
responsibilities pursuant to this Agreement. The Subadviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any records which it is required to maintain by Rule 31a-2
under the 1940 Act. The Subadviser will treat confidentially and as
proprietary information of the Trust all records and other information
except as otherwise required by law.
9. Limitation of Liability of Subadviser
In consideration of the Subadviser's undertaking to render the services
described in this Agreement, the Trust on behalf of the Funds and the Adviser
agree that the Subadviser shall not be liable under this Agreement for any loss
suffered by the Adviser, the Trust, the Funds' or their respective shareholders,
in connection with the performance of this Agreement, provided that nothing in
this Agreement shall be deemed to protect or purport to protect the Subadviser
against any liability to the Adviser, the Trust, the Funds' or their
shareholders to which the Subadviser would otherwise be subject by reason of
willful misfeasance, bad faith or negligence in the performance of its duties
under this Agreement.
10. Duration, Amendment and Termination
(a) Subject to prior termination as provided in sub-section (d) of
this Section 10, this Agreement shall continue in effect until April
30, 2004 and for successive annual periods thereafter, but only so
long as the continuance after such initial term shall be specifically
approved at least annually by vote of the Board of Trustees or by vote
of a majority of the outstanding voting securities.
(b) This Agreement may be modified by the written agreement of the
Subadviser, the Adviser and the Trust on behalf of the Funds, such
consent on the part of the Funds to be authorized by vote of a
majority of the outstanding voting securities of the Funds if required
by law. The execution of any such modification or amendment by a party
shall constitute a representation and warranty to the other
A-5
parties that all necessary consents or approvals with respect to such
modification or amendment have been obtained.
(c) In addition to the requirements of sub-sections (a) and (b) of
this Section 10, the terms of any continuance, modification or
amendment of the Agreement must have been approved by the vote of a
majority of those Trustees who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(d) The Subadviser, the Adviser or the Trust may, at any time on
sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, and in the case of the
Trust, by action of its Board of Trustees, or by vote of a majority of
its outstanding voting securities.
(e) This Agreement shall terminate automatically in the event of its
assignment or termination of the Investment Adviser Agreement. In
addition, the Adviser shall have the right to terminate this Agreement
upon immediate notice with the Subadviser becomes statutorily
disqualified from performing its duties under this Agreement or
otherwise is legally prohibited from operating as an investment
adviser.
(f) Termination of this Agreement shall not relieve the Subadviser
from any liability or obligation in respect of any matters,
undertakings or conditions which shall not have been done, observed or
performed prior to such termination. All records of the Trust in the
possession of the Subadviser shall be returned to the Trust as soon as
reasonably practicable after the termination of this Agreement.
11. Disclaimer of Shareholder Liability
The Subadviser understands that the obligations of the Trust under this
Agreement are not binding upon any Trustee or shareholder of the Trust
personally, but bind only the Trust and the Trust's property. Each Fund shall be
liable only for its own obligations and shall not be liable for the obligations
of any other Fund herewith.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts, without giving effect to the choice of law
principles thereof, except to the extent the laws of Commonwealth of
Massachusetts are in conflict with U.S. federal law, in which event U.S. federal
law will control.
13. Miscellaneous
(a) The terms "vote of a majority of the outstanding voting
A-6
securities," "assignment," and "interested persons," when used herein,
shall have the respective meanings specified in the 1940 Act as now in
effect or as hereafter amended.
(b) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(c) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
(d) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
(e) This Agreement may be executed in two or more counterparts, which
taken together shall constitute one and the same instrument.
(f) Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such
notice. No notice shall be effective until received.
IN WITNESS WHEREOF, the parties have caused this instrument to be
executed by their respective officers designated below as of the day and year
first above written.
[Signature lines omitted]
A-7
Exhibit A
The Adviser will pay to the Subadviser as full compensation for the Subadviser's
services rendered an annual fee, computed and paid monthly at an annual rate as
set forth below. The fee for each month shall be payable within 30 business days
after the end of the month.
If the Adviser shall serve for any period less than a full month, the foregoing
compensation shall be prorated according to the proportion which such period
bears to a full month.
Fund Fee
- ---- ---
Boston Advisors Cash Reserves Fund 0.03% of average
daily net assets
Boston Advisors U.S. Government Money Market Fund 0.03% of average
daily net assets
A-8
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 Executive Vice President and Chief
Investment Officer of The MONY Group
Inc.
Richard Daddario Executive Vice President and Chief
Financial Officer of The MONY Group
Inc.
Bart Schwartz Senior Vice President and General
Counsel of The MONY Group Inc.
William D. Goodwin President and Chief Executive Officer
of MONY Capital Management, Inc.
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.
B-1
Exhibit C
The principal occupations of each director and principal executive officer of
the adviser are set forth below
Name and Address Principal Occupation
Michael J. Vogelzang President, Chief Executive Officer and Trustee of
One Federal Street Boston Advisors Trust; President and Director of
Boston, MA 02110 Boston Advisors, Inc.; Director of Advest, Inc.
Gregory W. Serbe Senior Vice President, Director of Tax Exempt
1740 Broadway, New Investments and President of Lebenthal Asset
York, NY 10019 Management Division of Boston Advisors, Inc.
John V. Rock Senior Vice President, Asset Management of The MONY
1740 Broadway, New York, Group Inc.; Senior Vice President and Director of
NY 10019 Value Management of Boston Advisors, Inc.
Kenneth Levine Executive Vice President and Chief Investment
1740 Broadway, New York, Officer of The MONY Group Inc.; Director of Boston
NY 10019 Advisors, Inc.
Michael I. Roth Chairman and Chief Executive Officer of The MONY
1740 Broadway, New York, Group Inc.; Director of Boston Advisors, Inc.
NY 10019
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 of The Advest Group,
Inc. and Advest, Inc.; Director of Advest, Inc.;
Director of Boston Advisors, Inc.
Donna Sawan Executive Vice President, Treasurer and Chief
90 State House Square Financial Officer of The Advest Group, Inc. and
Hartford, CT 06103 Advest, Inc.; Director of Advest, Inc.; Treasurer
and Director of Boston Advisors, Inc.
Lee Kuckro Executive Vice President, Secretary and General
90 State House Square Counsel of The Advest Group, Inc. and Advest, Inc.;
Hartford, CT 06103 Director of Advest, Inc.; Clerk and Director of
Boston Advisors, Inc.
Donna C. McAdam Vice President of Operations of Boston Advisors,
One Federal Street Inc.
Boston, MA 02110
C-1
PROXY CARD BOSTON ADVISORS CASH RESERVES FUND PROXY CARD
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
BOSTON ADVISORS CASH RESERVES FUND
I (we), having received notice of the meeting and management's proxy statement
therefore, and revoking all prior proxies, hereby appoint John M. DelPrete,
Donna C. McAdam and Michael J. Vogelzang 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, 26th 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. All ABSTAIN votes will be counted in determining the
existence of a quorum at the special meeting and as votes "AGAINST" a proposal.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-837-1893
---------------------------------
CONTROL NUMBER: 999 9999 9999 999
---------------------------------
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
----------------------------------------------------
Signature of joint owner, if any
----------------------------------------------------
Date BAI_12822A
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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.
1. 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
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [X]
FOR AGAINST ABSTAIN
[_] [_] [_]
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROXY CARD BOSTON ADVISORS U.S. GOVERNMENT MONEY MARKET FUND PROXY CARD
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
BOSTON ADVISORS U.S. GOVERNMENT MONEY MARKET FUND
I (we), having received notice of the meeting and management's proxy statement
therefore, and revoking all prior proxies, hereby appoint John DelPrete, Donna
C. McAdam and Michael J. Vogelzang 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, 26th 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. All ABSTAIN votes will be counted in determining the
existence of a quorum at the special meeting and as votes "AGAINST" a proposal.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-837-1893
-------------------------------------
CONTROL NUMBER: 999 9999 9999 999
-------------------------------------
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
----------------------------------------------------
Signature of joint owner, if any
----------------------------------------------------
Date BAI_12822B
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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.
1. 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
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [X]
FOR AGAINST ABSTAIN
[_] [_] [_]
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD