<PAGE>
As filed with the Securities and Exchange Commission on October 25, 2000
Registration No. 333-13319/811-7841
U.S. Securities and Exchange Commission
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ____ Post-Effective Amendment No.____
(Check appropriate box or boxes)
Exact Name of Registrant as Specified in Charter:
MUTUAL FUND SELECT TRUST
Area Code and Telephone Number:
1-800-62-CHASE
Address of Principal Executive Offices:
1211 Avenue of the Americas
41st Floor
New York, NY 10036
Name and Address of Agent for Service:
LISA HURLEY
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219
Copies to:
CYNTHIA G. COBDEN, ESQ.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
<PAGE>
Approximate Date of Proposed Public Offering: As soon as practicable after
the Registration Statement becomes effective under the Securities Act of 1933.
It is proposed that this filing will become effective on November 27, 2000
pursuant to Rule 488 under the Securities Act of 1933.
Calculation of Registration Fee under the Securities Act of 1933: No filing
fee is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration No. 33-13319/811-07841 pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Registrant's
Form 24f-2 for the fiscal year ended October 31, 1999 was filed on January 19,
2000. Pursuant to Rule 429, this Registration Statement relates to the
aforesaid Registration Statement on Form N-1A.
<PAGE>
MUTUAL FUND SELECT TRUST
FORM N-14
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(a)
ITEM NO. HEADING
-------- -------
PART A
------
1. Beginning of Registration Statement Cover Page
and Outside Front Cover Page of
Prospectus
2. Beginning and Outside Back Cover Page Table of Contents
of Prospectus
3. Synopsis and Risk Factors Summary; Risk Factors
4. Information About the Transaction Summary; Information Relating to
the Proposed Conversion
5. Information About the Registrant Summary; Information Relating to
the Proposed Reorganization;
Investment Policies; Additional
Information About Chase Vista
Select Tax Free Income Fund
6. Information About the Company Being Summary; Information Relating to
Acquired. the Proposed Reorganization;
Investment Policies; Additional
Information About Chase Vista
Tax Free Income Fund
7. Voting Information Summary; Information Relating to
Voting Matters
8. Interest of Certain Persons and Information Relating to Voting
Experts Matters
9. Additional Information Required for Inapplicable
Reoffering by Persons Deemed to be
Underwriters.
PART B
------
10. Cover Page Statement of Additional
Information; Cover Page
11. Table of Contents Table of Contents
I
<PAGE>
12. Additional Information Statement of Additional
Information dated December 29,
1999
13. Additional Information About the Inapplicable
Company Being Acquired
14. Financial Statements Financial Statements; Pro Forma
Financial Statements
PART C
------
Items 15-17. Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this Registration
Statement.
II
<PAGE>
CHASE VISTA TAX FREE INCOME FUND
A SERIES OF MUTUAL FUND TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
[December 1,] 2000
Dear Shareholder:
A special meeting of the shareholders of Chase Vista Tax Free Income Fund, a
series of Mutual Fund Trust ("MFT"), will be held on January 26, 2001 at
9:00 a.m., Eastern time. Formal notice of the meeting appears on the next page,
followed by materials regarding the meeting.
At the special meeting (the "Meeting"), shareholders will be asked to
consider and vote upon the proposed reorganization of Chase Vista Tax Free
Income Fund into Chase Vista Select Tax Free Income Fund, a series of Mutual
Fund Select Trust ("MFST") (the "Reorganization"). After the Reorganization,
shareholders will hold an interest in Chase Vista Select Tax Free Income Fund,
which is also advised by The Chase Manhattan Bank ("Chase"). The investment
objective and policies of each of Chase Vista Tax Free Income Fund and Chase
Vista Select Tax Free Income Fund are similar. MFST is comprised of 4
portfolios, each managed by Chase, consisting of income funds. In connection
with the Reorganization, Chase Vista Select Tax Free Income Fund will be renamed
["Chase Tax Free Income Fund."]
After the proposed Reorganization, your investment would be in a larger
combined fund with identical investment policies, allowing the resulting fund to
take advantage of the operational and administrative efficiencies that size
offers.
The current investment adviser for both Chase Vista Tax Free Income Fund and
Chase Vista Select Tax Free Income Fund is Chase. The sub-adviser for each of
Chase Vista Tax Free Income Fund and Chase Vista Select Tax Free Income Fund is
Chase Fleming Asset Management (USA) Inc. ("CFAM"). The two Funds are managed by
the same portfolio management team. After the Reorganization, this team will
continue to be responsible for the day-to-day investment decisions for your
portfolio.
Please see the enclosed Combined Prospectus/Proxy Statement for detailed
information regarding the proposed Reorganization and a comparison of Chase
Vista Tax Free Income Fund and MFT to Chase Vista Select Tax Free Income Fund
and MFST. The cost and expenses associated with the Reorganization, including
costs of soliciting proxies, will be borne by Chase and not by Chase Vista Tax
Free Income Fund, MFT, Chase Vista Select Tax Free Income Fund, MFST or their
shareholders.
If approval of the Reorganization is obtained, you will automatically
receive shares in Chase Vista Select Tax Free Income Fund.
The Proposal has been carefully reviewed by the Board of Trustees of MFT,
which has approved the Proposal.
THE BOARD OF TRUSTEES OF MFT UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSED REORGANIZATION.
Attached to this letter is a list of commonly asked questions. If you have
any additional questions on voting of proxies and/or the meeting agenda, please
call us at 1-800-34-VISTA.
A proxy card is enclosed for your use in the shareholder meeting. This card
represents shares you held as of the record date, November 10, 2000. IT IS
IMPORTANT THAT YOU COMPLETE, SIGN, AND RETURN YOUR PROXY CARD IN THE ENVELOPE
PROVIDED AS SOON AS POSSIBLE. This will ensure that your shares will be
represented at the Meeting to be held on January 26, 2001.
Please read the enclosed materials carefully. You may, of course, attend the
meeting in person if you wish, in which case the proxy can be revoked by you at
the Meeting.
Sincerely,
/s/ Fergus Reid
Fergus Reid
Chairman
SPECIAL NOTE: You may receive a telephone call from us to answer any
questions you may have or to provide assistance in voting. Remember, your vote
is important! Please sign, date and promptly mail your proxy card(s) in the
return envelope provided.
<PAGE>
WHY IS THE REORGANIZATION BEING PROPOSED?
The Reorganization is being proposed to increase operational and
administrative efficiencies by combining two funds which have identical
investment policies and which are managed by the same portfolio management team.
IF THE REORGANIZATION IS APPROVED, WHAT WILL HAPPEN?
Under the Reorganization, Chase Vista Tax Free Income Fund would transfer
all of its assets and liabilities to Chase Vista Select Tax Free Income Fund and
would receive, in exchange, shares of Chase Vista Select Tax Free Income Fund.
Chase Vista Tax Free Income Fund would then be liquidated and the shares of
Chase Vista Select Tax Free Income Fund would be distributed to shareholders
such as you. After the Reorganization, you would own shares in Chase Vista
Select Tax Free Income Fund rather than Chase Vista Tax Free Income Fund.
Holders of the Class A Shares would receive Class A Shares in Chase Vista Select
Tax Free Income Fund and holders of Class B Shares would receive Class B Shares
in Chase Vista Select Tax Free Income Fund.
WHAT WILL BE THE EFFECT ON THE INVESTMENT STRATEGIES ASSOCIATED WITH MY
INVESTMENT IF THE PROPOSED CHANGES ARE APPROVED?
Chase Vista Select Tax Free Income Fund has identical investment objective
and policies to those of Chase Vista Tax Free Income Fund. Therefore, the
Reorganization is not intended to have any immediate significant impact on the
investment strategy implemented in respect of your investment.
HOW WILL THE FEES AND EXPENSES ASSOCIATED WITH MY INVESTMENT BE AFFECTED?
The contractual (or pre-waiver) and actual (or post-waiver) total expense
ratios are expected to be the same or less for Chase Vista Select Tax Free
Income Fund than they are for Chase Vista Tax Free Income Fund. If an increase
does arise, Chase has committed to waive fees payable to it and reimburse
expenses so that the total expense ratio will remain the same for at least one
year after the Reorganization.
WILL THERE BE ANY CHANGE IN WHO MANAGES MY INVESTMENT?
The same portfolio management team manages the day-to-day investment
activities of Chase Vista Tax Free Income Fund and Chase Vista Select Tax Free
Income Fund.
WHO WILL PAY FOR THE REORGANIZATION?
The cost and expenses associated with the Reorganization, including costs of
soliciting proxies, will be borne by Chase and not by either Chase Vista Tax
Free Income Fund or Chase Vista Select Tax Free Income Fund (or shareholders of
either fund).
HOW WILL SHAREHOLDER SERVICES CHANGE?
Substantially similar services are available to shareholders of both Chase
Vista Tax Free Income Fund and Chase Vista Select Tax Free Income Fund. You
would continue to be able to purchase or redeem your investment on a daily
basis.
WHAT IF I DO NOT VOTE OR VOTE AGAINST THE REORGANIZATION, YET APPROVAL OF THE
REORGANIZATION IS OBTAINED?
You will automatically receive shares in Chase Vista Select Tax Free Income
Fund.
AS A HOLDER OF SHARES OF CHASE VISTA TAX FREE INCOME FUND, WHAT DO I NEED TO DO?
Please read the enclosed Combined Prospectus/Proxy Statement and vote. Your
vote is important! Accordingly, please sign, date and mail the proxy card(s)
promptly in the enclosed return envelope as soon as possible after reviewing the
enclosed Combined Prospectus/Proxy Statement.
MAY I ATTEND THE MEETING IN PERSON?
Yes, you may attend the Meeting in person. If you complete a proxy card and
subsequently attend the Meeting, your proxy can be revoked. Therefore, to ensure
that your vote is counted, we strongly urge you to mail us your signed, dated
and completed proxy card(s) even if you plan to attend the Meeting.
<PAGE>
CHASE VISTA TAX FREE INCOME FUND,
A SERIES OF MUTUAL FUND TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 2001
To the Shareholders of Chase Vista Tax Free Income Fund:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders
("Shareholders") of Chase Vista Tax Free Income Fund ("Chase Vista Tax Free
Income Fund"), a series of Mutual Fund Trust ("MFT"), will be held at the
offices of The Chase Manhattan Bank, One Chase Square, Third Floor Garden Room,
Rochester, New York 14643, on January 26, 2001 at 9:00 a.m., (Eastern time) for
the following purposes:
ITEM 1. To consider and act upon a proposal to approve an Agreement and Plan
of Reorganization (the "Reorganization Plan") by and between MFT, on
behalf of Chase Vista Tax Free Income Fund, and Mutual Fund Select
Trust ("MFST"), on behalf of Chase Vista Select Tax Free Income Fund,
and the transactions contemplated thereby, including (a) the transfer
of all of the assets and liabilities of Chase Vista Tax Free Income
Fund to Chase Vista Select Tax Free Income Fund, a series of MFST in
exchange for Class A Shares ("Class A Shares") and Class B Shares
("Class B Shares" and together with the Class A Shares, the "Chase
Vista Select Tax Free Income Fund Shares") of Chase Vista Select Tax
Free Income Fund, as applicable; and (b) the distribution of such
Chase Vista Select Tax Free Income Fund Shares to the Shareholders of
Chase Vista Tax Free Income Fund in connection with its liquidation.
ITEM 2. To transact such other business as may properly come before the
Special Meeting or any adjournment(s) thereof.
YOUR FUND TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
The proposal is described in the attached Combined Prospectus/Proxy
Statement. Attached as Appendix A to the Combined Prospectus/Proxy Statement is
a copy of the Reorganization Plan.
Shareholders of record as of the close of business on November 10, 2000 are
entitled to notice of, and to vote at, the Special Meeting or any
adjournment(s) thereof.
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING PROXY CARD WHICH IS BEING SOLICITED BY THE BOARD OF
TRUSTEES OF MFT. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING.
PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO
CHASE VISTA TAX FREE INCOME FUND A WRITTEN NOTICE OF REVOCATION OR A
SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN
PERSON.
/s/ Lisa M. Hurley
Lisa M. Hurley
Secretary
[December 1,] 2000
<PAGE>
COMBINED PROSPECTUS/PROXY STATEMENT
DATED [DECEMBER 1,] 2000
ACQUISITION OF THE ASSETS AND LIABILITIES OF
CHASE VISTA TAX FREE INCOME FUND,
A SERIES OF MUTUAL FUND TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
(800) 34-VISTA
BY AND IN EXCHANGE FOR SHARES OF
CHASE VISTA SELECT TAX FREE INCOME FUND,
A SERIES OF MUTUAL FUND SELECT TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
(800) 62-CHASE
This Combined Prospectus/Proxy Statement relates to the proposed
reorganization of Chase Vista Tax Free Income Fund ("Chase Vista Tax Free Income
Fund"), a series of Mutual Fund Trust ("MFT"), into Chase Vista Select Tax Free
Income Fund ("Chase Vista Select Tax Free Income Fund"), a series of Mutual Fund
Select Trust ("MFST"). If approved by Shareholders, the proposed reorganization
would be effected by transferring all of the assets and liabilities of Chase
Vista Tax Free Income Fund, a series of MFT, to Chase Vista Select Tax Free
Income Fund, a series of MFST having identical investment objectives and
policies as Chase Vista Tax Free Income Fund, in exchange for shares of Chase
Vista Select Tax Free Income Fund (the "Reorganization"). MFT and MFST are both
open-end management investment companies offering shares in several portfolios,
and, in most cases, multiple classes of shares in each such portfolio. In
connection with the Reorganization, Chase Vista Select Tax Free Income Fund will
be renamed ["Chase Bond Fund."]
Under the proposed Reorganization, each shareholder of Chase Vista Tax Free
Income Fund (the "Chase Vista Tax Free Income Fund Shareholders") would receive
Shares (the "Chase Vista Select Tax Free Income Fund Shares") of the same share
class of Chase Vista Select Tax Free Income Fund with a value equal to such
Chase Vista Tax Free Income Fund Shareholder's holdings in Chase Vista Tax Free
Income Fund. Holders of Class A Shares would receive Class A Shares (the
"Class A Shares") in Chase Vista Select Tax Free Income Fund and holders of
Class B Shares would receive Class B Shares (the "Class B Shares") in Chase
Vista Select Tax Free Income Fund. Therefore, as a result of the proposed
Reorganization, current Shareholders of Chase Vista Tax Free Income Fund will
become shareholders of Chase Vista Select Tax Free Income Fund ("Chase Vista
Select Tax Free Income Fund Shareholders"). In connection with the
Reorganization, Chase Vista Select Tax Free Income Fund will implement a new
multi-class structure under which it will offer Class A, Class B and
Institutional Class Shares.
MFT is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act") and currently has 11
series of mutual fund portfolios. MFST is registered as an open-end management
investment company under the 1940 Act and currently has four series of mutual
fund portfolios. The Chase Manhattan Bank ("Chase") currently serves as
investment adviser for both Chase Vista Tax Free Income Fund and Chase Vista
Select Tax Free Income Fund. Chase Fleming Asset Management (USA) Inc. ("CFAM")
serves as sub-adviser for each of Chase Vista Tax Free Income Fund and Chase
Vista Select Tax Free Income Fund. The same portfolio management team manages
both Funds. After the Reorganization, this team will continue to be responsible
for the day-to-day investment decisions for your portfolio.
The terms and conditions of these transactions are more fully described in
this Combined Prospectus/ Proxy Statement and in the Agreement and Plan of
Reorganization (the "Reorganization Plan") between MFT, on behalf of Chase Vista
Tax Free Income Fund, and MFST, on behalf of Chase Vista Select Tax Free Income
Fund, attached to this Combined Prospectus/Proxy Statement as Appendix A.
The Board of Trustees of MFT is soliciting proxies in connection with a
Special Meeting (the "Meeting") of Shareholders to be held on January 26, 2001
at 9:00 a.m., Eastern time, at the offices of The
<PAGE>
Chase Manhattan Bank, One Chase Square, Third Floor Garden Room, Rochester, New
York 14643, at which meeting shareholders in Chase Vista Tax Free Income Fund
will be asked to consider and approve the proposed Reorganization Plan and
certain transactions contemplated by the Reorganization Plan. This Combined
Prospectus/Proxy Statement constitutes the proxy statement of Chase Vista Tax
Free Income Fund for the meeting of its Shareholders and also constitutes MFST's
prospectus for Chase Vista Select Tax Free Income Fund Shares that have been
registered with the Securities and Exchange Commission (the "Commission") and
are to be issued in connection with the Reorganization.
This Combined Prospectus/Proxy Statement, which should be retained for
future reference, sets forth concisely the information about MFT and MFST that a
prospective investor should know before voting on the Proposal. The current
prospectuses for Chase Vista Tax Free Income Fund and Chase Vista Select Tax
Free Income Fund are incorporated herein by reference and are enclosed with this
Combined Prospectus/ Proxy Statement. A statement of additional information
relating to this Combined Prospectus/Proxy Statement dated [December 1,] 2000
(the "Statement of Additional Information") containing additional information
about MFT and MFST has been filed with the Commission and is incorporated by
reference into this Combined Prospectus/Proxy Statement. A copy of the Statement
of Additional Information may be obtained without charge by writing to MFT at
its address noted above or by calling 1-800-34-VISTA.
This Combined Prospectus/Proxy Statement is expected to first be sent to
shareholders on or about [December 1,] 2000.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS COMBINED PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMBINED PROXY STATEMENT/
PROSPECTUS AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND,
IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY MFT OR MFST.
INVESTMENTS IN CHASE VISTA SELECT TAX FREE INCOME FUND ARE SUBJECT TO RISK--
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NO SHARES IN CHASE VISTA SELECT TAX
FREE INCOME FUND ARE BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, THE CHASE MANHATTAN BANK OR ANY OF ITS AFFILIATES AND ARE NOT FEDERALLY
INSURED BY, OBLIGATIONS OF, OR OTHERWISE SUPPORTED BY THE U.S. GOVERNMENT, THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
INTRODUCTION...................................... 1
SUMMARY........................................... 1
RISK FACTORS...................................... 7
INFORMATION RELATING TO THE PROPOSED
REORGANIZATION................................... 7
INVESTMENT POLICIES............................... 10
PURCHASES, REDEMPTIONS AND EXCHANGES.............. 13
DISTRIBUTIONS AND TAXES........................... 17
COMPARISON OF CHASE VISTA TAX FREE INCOME FUND'S
AND CHASE VISTA SELECT TAX FREE INCOME FUND'S
ORGANIZATION STRUCTURES.......................... 17
INFORMATION RELATING TO THE ADVISORY CONTRACTS.... 19
BOARD OF TRUSTEES................................. 22
INFORMATION RELATING TO VOTING MATTERS............ 23
ADDITIONAL INFORMATION ABOUT MFT.................. 25
ADDITIONAL INFORMATION ABOUT MFST................. 25
FINANCIAL STATEMENTS AND EXPERTS.................. 26
OTHER BUSINESS.................................... 26
LITIGATION........................................ 26
SHAREHOLDER INQUIRIES............................. 26
Appendix A--Agreement and Plan of
Reorganization.................................. A-1
</TABLE>
<PAGE>
INTRODUCTION
This Combined Prospectus/Proxy Statement is being furnished to the
shareholders of Chase Vista Tax Free Income Fund, a portfolio of Mutual Fund
Trust ("MFT"), an open-end management investment company, in connection with the
solicitation by the Board of Trustees of MFT ("MFT Board") of proxies to be used
at a Special Meeting of Shareholders of Chase Vista Tax Free Income Fund to be
held on January 26, 2001 at 9:00 a.m., Eastern time, at the offices of The Chase
Manhattan Bank, One Chase Square, Third Floor Garden Room, Rochester, New York
14643 (together with any adjournments thereof, the "Meeting"). It is expected
that the mailing of this Combined Prospectus/Proxy Statement will be made on or
about [December 1], 2000.
At the Meeting, Chase Vista Tax Free Income Fund shareholders (the "Chase
Vista Tax Free Income Fund Shareholders") will consider and vote upon the
Agreement and Plan of Reorganization (the "Reorganization Plan") dated October
31, 2000 between MFT, on behalf of Chase Vista Tax Free Income Fund, and MFST,
on behalf of Chase Vista Select Tax Free Income Fund (the "Chase Vista Select
Tax Free Income Fund," together with Chase Vista Tax Free Income Fund, the
"Funds"), pursuant to which all of the assets and liabilities of Chase Vista Tax
Free Income Fund will be transferred to Chase Vista Select Tax Free Income Fund
in exchange for shares (the "Chase Vista Select Tax Free Income Fund Shares") of
Chase Vista Select Tax Free Income Fund. As a result of this transaction (the
"Reorganization"), Chase Vista Tax Free Income Fund Shareholders will become
shareholders of Chase Vista Select Tax Free Income Fund and will receive Chase
Vista Select Tax Free Income Fund Shares equal in value to their holdings in
Chase Vista Tax Free Income Fund on the date of the Reorganization. Holders of
Class A Shares in Chase Vista Tax Free Income Fund would receive Class A Shares
("Class A Shares") in Chase Vista Select Tax Free Income Fund. Holders of
Class B Shares in Chase Vista Tax Free Income Fund would receive Class B Shares
("Class B Shares" and, together with the Class A Shares, Chase Vista Select Tax
Free Income Fund Shares") in Chase Vista Select Tax Free Income Fund. In
connection with the Reorganization, Chase Vista Select Tax Free Income Fund will
be renamed ["Chase Tax Free Income Fund."] Further information
relating to Chase Vista Select Tax Free Income Fund is set forth herein. The
proposed Reorganization is occasionally referred to herein as the "Proposal."
THE MFT BOARD HAS RECOMMENDED THAT SHAREHOLDERS
VOTE "FOR" THE PROPOSAL.
Approval of the Reorganization Plan by Chase Vista Tax Free Income Fund
requires the affirmative vote of the lesser of (i) 67% or more of Chase Vista
Tax Free Income Fund Shares present at the Meeting and (ii) more than 50% of all
outstanding Chase Vista Tax Free Income Fund Shares. If the Reorganization Plan
is not approved by Chase Vista Tax Free Income Fund Shareholders, the MFT Board
will consider other appropriate courses of action.
SUMMARY
The following is a summary of certain information relating to the proposed
Reorganization, the parties thereto and the transactions contemplated thereby,
and is qualified by reference to the more complete information contained
elsewhere in this Combined Prospectus/Proxy Statement, the Prospectus and
Statement of Additional Information in respect of Chase Vista Select Tax Free
Income Fund Shares, and the Reorganization Plan attached to this Combined
Prospectus/Proxy Statement as Appendix A. Chase Vista Tax Free Income Fund's and
Chase Vista Select Tax Free Income Fund's Annual Reports to Shareholders are
enclosed with this Combined Prospectus/Proxy Statement.
PROPOSED TRANSACTION
Pursuant to the proposed Reorganization Plan, Chase Vista Tax Free Income
Fund, an existing series of MFT, will transfer all of its assets and liabilities
to Chase Vista Select Tax Free Income Fund in exchange for shares of Chase Vista
Select Tax Free Income Fund, a series of MFST.
Under the proposed Reorganization, each Chase Vista Tax Free Income Fund
Shareholder would receive a number of Chase Vista Select Tax Free Income Fund
Shares with an aggregate net asset value equal on the date of the exchange to
the aggregate net asset value of such shareholder's Chase Vista Tax Free Income
Fund Shares on such date. Therefore, following the proposed Reorganization,
Chase Vista Tax Free Income Fund Shareholders will be Chase Vista Select Tax
Free Income Fund Shareholders.
The contractual (or pre-waiver) and actual (or post-waiver) total expense
ratios are expected to be the same or less for Chase Vista Select Tax Free
Income Fund than they are for the Chase Vista Tax Free
1
<PAGE>
Income Fund. Chase Vista Tax Free Income Fund Shareholders holding Class A
Shares will receive Class A Shares in the Reorganization, but will not have to
pay a sales charge. However, such Shareholders will have to pay a sales charge
if they buy additional Class A Shares in the future.
Based upon their evaluation of the relevant information presented to them,
including an analysis of the operation of Chase Vista Select Tax Free Income
Fund both before and after the Reorganization, and in consideration of the fact
that the Reorganization will be tax-free, and in light of their fiduciary duties
under federal and state law, the MFT Board and the MFST Board, including a
majority of each Board's members who are not "interested persons" within the
meaning of the 1940 Act, have each determined that the proposed Reorganization
is in the best interests of each Fund's respective shareholders and that the
interests of such shareholders will not be diluted as a result of such
Reorganization.
INVESTMENT ADVISERS
The investment adviser to both Chase Vista Tax Free Income Fund and Chase
Vista Select Tax Free Income Fund is The Chase Manhattan Bank ("Chase"). Chase
is a wholly-owned subsidiary of The Chase Manhattan Corporation. In addition,
Chase Fleming Asset Management (USA) Inc. ("CFAM"), a wholly-owned subsidiary of
Chase, serves as the sub-investment adviser to both Funds pursuant to agreements
with Chase and manages the Funds on a day-to-day basis. The same portfolio
management team that manages Chase Vista Tax Free Income Fund manages and will
continue to manage Chase Vista Select Tax Free Income Fund. It is anticipated
that during the first quarter of 2001, Chase will transfer its investment
advisory business to CFAM and, thereafter, CFAM will be the sole investment
adviser to Chase Vista Select Tax Free Income Fund and Chase Vista Tax Free
Income Fund.
REASONS FOR THE REORGANIZATION
The MFT Board and MFST Board decided to reorganize Chase Vista Tax Free
Income Fund into Chase Vista Select Tax Free Income Fund to increase operational
and administrative efficiencies, since the two funds have identical investment
objectives and policies and are managed by the same portfolio management team.
FEDERAL INCOME TAX CONSEQUENCES
Simpson Thacher & Bartlett, counsel to MFT, will issue an opinion (based on
certain assumptions) as of the effective time of the Reorganization to the
effect that the transaction will not give rise to the recognition of income,
gain or loss for federal income tax purposes to Chase Vista Tax Free Income
Fund, Chase Vista Select Tax Free Income Fund or their respective shareholders.
The holding period and tax basis of Chase Vista Select Tax Free Income Fund
Shares will be the same as the holding period and tax cost basis of the
shareholder's shares of Chase Vista Tax Free Income Fund. In addition, the
holding period and tax basis of those assets owned by Chase Vista Tax Free
Income Fund transferred to Chase Vista Select Tax Free Income Fund will be
identical for Chase Vista Tax Free Income Fund. See "Information Relating to the
Proposed Reorganization--Federal Income Tax Consequences."
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of both Chase Vista Tax Free Income Fund and Chase
Vista Select Tax Free Income Fund is to provide monthly dividends which are
excluded from gross income and to protect the value of your investment by
investing primarily in municipal obligations.
The investment policies of Chase Vista Tax Free Income Fund and Chase Vista
Select Tax Free Income Fund are identical.
ADDITIONAL TRUST PORTFOLIOS
In addition to Chase Vista Select Tax Free Income Fund, MFST currently
offers three additional portfolios:
<TABLE>
<S> <C>
Select Intermediate Tax Free Income Fund Select New York Intermediate Tax Free Income Fund
Select New Jersey Tax Free Income Fund
</TABLE>
Detailed descriptions of each MFST portfolio can be found in the MFST
prospectuses and Statement of Additional Information. MFST may add or subtract
additional portfolios from time to time in the future.
2
<PAGE>
In addition to Chase Vista Tax Free Income Fund, MFT currently offers 10
additional portfolios:
<TABLE>
<S> <C>
100% U.S. Treasury Securities Money Market Fund Tax Free Money Market Fund
Treasury Plus Money Market Fund New York Tax Free Money Market Fund
Federal Money Market Fund California Tax Free Money Market Fund
U.S. Government Money Market Fund New York Tax Free Income Fund
Prime Money Market Fund California Intermediate Tax Free Fund
</TABLE>
Detailed descriptions of each MFT portfolio can be found in the MFT
prospectuses and Statement of Additional Information. MFT may add or subtract
portfolios from time to time in the future. However, in connection with other
concurrent reorganizations, it is anticipated that some of these portfolios will
be liquidated.
PRINCIPAL RISKS OF INVESTING IN CHASE VISTA SELECT TAX FREE INCOME FUND
The following discussion highlights the principal risk factors associated
with an investment in Chase Vista Select Tax Free Income Fund. These investment
risks, in general, are those typically associated with investing in a managed
portfolio of debt securities. In particular, the value of debt securities tends
to fall when prevailing interest rates rise. This drop in value could be worse
if a fund is investing in debt securities with longer maturities. In addition,
the Fund will be affected by the financial health of municipalities and public
authorities.
CERTAIN ARRANGEMENTS WITH SERVICE PROVIDERS
ADVISORY SERVICES
The investment adviser for both Chase Vista Tax Free Income Fund and Chase
Vista Select Tax Free Income Fund is Chase. Chase oversees the asset management
and administration of both Chase Vista Tax Free Income Fund and Chase Vista
Select Tax Free Income Fund. As compensation for its services, Chase receives a
management fee from each of Chase Vista Tax Free Income Fund and Chase Vista
Select Tax Free Income Fund at an annual rate of 0.30% of their respective
average daily net assets. A portion of the fee generated with respect to each of
the Funds is used to pay CFAM, each Fund's sub-adviser.
Pursuant to the terms of advisory agreements between Chase and MFT and
between Chase and MFST (each, an "Advisory Agreement"), Chase is responsible for
making decisions with respect to, and placing orders for, all purchases and
sales of the portfolio securities of Chase Vista Tax Free Income Fund, subject
to the general supervision of the MFT Board, and Chase Vista Select Tax Free
Income Fund, subject to the general supervision of the MFST Board. Pursuant to
investment sub-advisory agreements between Chase and CFAM (each, a "Subadvisory
Agreement"), Chase delegates certain of these responsibilities to CFAM with
respect to each Fund. For sub-advisory services rendered to each Fund, CFAM is
entitled to receive from Chase an annual fee of 0.15% of the Fund's average net
assets.
It is anticipated that during the first quarter of 2001, Chase will transfer
its investment advisory business to CFAM and, thereafter, CFAM will be the sole
investment adviser to Chase Vista Select Tax Free Income Fund and Chase Vista
Tax Free Income Fund.
OTHER SERVICES
Vista Fund Distributors, Inc. ("VFD"), a wholly-owned, indirect subsidiary
of BISYS Fund Services, Inc. ("BISYS") is the distributor for Chase Vista Select
Tax Free Income Fund and Chase Vista Tax Free Income Fund. VFD is unaffiliated
with Chase. [In connection with the Reorganization, VFD will change its name to
Chase Fund Distributors, Inc.]
Chase serves as administrator, fund accountant and custodian for both Chase
Vista Tax Free Income Fund and Chase Vista Select Tax Free Income Fund. The
services provided by Chase include day-to-day maintenance of certain books and
records, calculation of the offering price of the shares and preparation of
reports. In its role as custodian, Chase is responsible for the daily
safekeeping of securities and cash held by both Chase Vista Tax Free Income Fund
and Chase Vista Select Tax Free Income Fund.
PricewaterhouseCoopers LLP ("PwC") serves as both Chase Vista Tax Free
Income Fund's and Chase Vista Select Tax Free Income Fund's independent
accountants, auditing and reporting on the annual financial statements of each
Fund and preparing each Fund's federal income tax returns. PwC also performs
other professional accounting, auditing, tax and advisory services when MFT or
MFST engages it to do so.
3
<PAGE>
ORGANIZATION
Each of MFT and MFST is organized as a Massachusetts business trust. Chase
Vista Tax Free Income Fund is organized as a series of MFT and Chase Vista
Select Tax Free Income Fund is organized as a series of MFST.
PURCHASES, REDEMPTIONS AND EXCHANGES
The procedures for making purchases, redemptions and exchanges of shares of
Chase Vista Select Tax Free Income Fund are substantially similar to those with
respect to shares of Chase Vista Tax Free Income Fund.
COMPARATIVE FEE AND EXPENSE TABLES
The table below shows (i) information regarding the fees and expenses paid
by each of Chase Vista Tax Free Income Fund and Chase Vista Select Tax Free
Income Fund that reflect current expense arrangements and (ii) estimated fees
and expenses on a pro forma basis for Chase Vista Select Tax Free Income Fund
after giving effect to the proposed Reorganization. Under the proposed
Reorganization, holders of Class A Shares in Chase Vista Tax Free Income Fund
would receive Class A Shares in Chase Vista Select Tax Free Income Fund, and
holders of Class B Shares in Chase Vista Tax Free Income Fund would receive
Class B Shares in Chase Vista Select Tax Free Income Fund. SHAREHOLDERS
RECEIVING CLASS A SHARES WILL NOT PAY A SALES LOAD ON SHARES RECEIVED IN THE
REORGANIZATION BUT WILL PAY A SALES LOAD ON ADDITIONAL CLASS A SHARES THEY BUY
IN THE FUTURE.
The table indicates that both contractual (pre-waiver) and actual
(post-waiver) total expense ratios for current holders of Chase Vista Tax Free
Income Fund are anticipated to be the same or less following the Reorganization.
In addition, Chase has agreed to waive certain fees and/or reimburse certain
expenses to ensure that actual total operating expenses do not increase for at
least one year.
<TABLE>
<CAPTION>
CHASE VISTA
SELECT TAX
CHASE VISTA TAX FREE FREE INCOME
INCOME FUND(A) FUND
-------------------- -----------
CLASS A CLASS B
SHARES SHARES SHARES
--------- --------- -----------
<S> <C> <C> <C>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR
INVESTMENT)--Maximum Sales Charge
(Load) when you buy shares, shown
as % of the offering price 4.50% None None
MAXIMUM DEFERRED SALES CHARGE
(LOAD)--Shown as a lower of
original purchase price or
redemption proceeds None 5.00% None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM
FUND ASSETS)
Management Fees 0.30% 0.30% 0.30%
Distribution (12b-1) Fees 0.25% 0.75% None
Other Expenses 0.84% 0.84% 0.45%
Total Annual Fund Operating
Expenses 1.39% 1.89% 0.75%
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
CHASE VISTA SELECT
TAX FREE INCOME FUND (COMBINED)(B)
----------------------------------------------
PRO FORMA PRO FORMA PRO FORMA
CLASS A SHARES CLASS B SHARES CLASS I SHARES
-------------- -------------- --------------
<S> <C> <C> <C>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR
INVESTMENT)--Maximum Sales Charge
(Load) when you buy shares, shown
as % of the offering price 4.50% None None
MAXIMUM DEFERRED SALES CHARGE
(LOAD)--Shown as a lower of
original purchase price or
redemption proceeds None 5.00% None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM
FUND ASSETS)
Management Fees 0.30% 0.30% 0.30%
Distribution (12b-1) Fees 0.25% 0.75% None
Other Expenses 0.64% 0.64% 0.45%
Total Annual Fund Operating
Expenses 1.19% 1.69% 0.75%
</TABLE>
(a) The actual Management Fees for Chase Vista Tax Free Income Fund are
expected to be 0.05%, the actual Distribution Fees for Class A shares are
expected to be 0.00%, the actual Other Expenses for Class A and B shares
are expected to be 0.70% and 0.84%, respectively, and Total Annual Fund
Operating Expenses for Class A and B shares are not expected to exceed
0.75% and 1.64%, respectively. That is because Chase and some of the other
service providers have volunteered not to collect a portion of their fees
and to reimburse others. Chase and these other service providers may
terminate this agreement at any time.
(b) The actual Distribution fees for Class A shares of Chase Vista Select Tax
Free Income Fund, subsequent to the Reorganization, are expected to be
0.00%, the actual Other Expenses for Class A and B shares are expected to
be 0.45% and 0.59%, respectively, and Total Annual Fund Operating Expenses
for Class A and B shares are not expected to exceed 0.75% and 1.64%,
respectively. That is because Chase and some of the other service providers
have volunteered not to collect a portion of their fees and to reimburse
others. Chase and these other service providers may terminate this
arrangement at any time.
The table does not reflect charges or credits which investors might incur if
they invest through a financial institution.
EXAMPLE: This example helps investors compare the cost of investing in the
Funds with the cost of investing in other mutual funds. The example assumes:
- you invest $10,000;
- you sell all of your shares at the end of the period;
- your investment has a 5% return each year; and
- each Fund's operating expenses are not waived and remain the same as shown
above.
Although actual costs may be higher or lower, based upon these assumptions
your costs would be:
If you sell your shares, your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- ----------
<S> <C> <C> <C> <C>
CHASE VISTA TAX FREE INCOME
FUND
CLASS A SHARES* $ 585 $ 870 $ 1,176 $ 2,043
CLASS B SHARES** $ 692 $ 894 $ 1,221 $ 2,082***
CHASE VISTA SELECT TAX FREE
INCOME FUND $ 77 $ 240 $ 417 $ 930
PRO FORMA CHASE VISTA SELECT
TAX FREE INCOME FUND
CLASS A SHARES* $ 566 $ 811 $ 1,075 $ 1,828
CLASS A SHARES (WITHOUT
SALES CHARGE) $ 121 $ 378 $ 654 $ 1,443
CLASS B SHARES** $ 672 $ 833 $ 1,118 $ 1,865***
INSTITUTIONAL CLASS SHARES $ 77 $ 240 $ 417 $ 930
</TABLE>
5
<PAGE>
If you don't sell your shares, your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- ----------
<S> <C> <C> <C> <C>
CHASE VISTA TAX FREE INCOME
FUND
CLASS B SHARES $ 192 $ 594 $ 1,021 $ 2,082***
PRO FORMA CHASE VISTA SELECT
TAX FREE INCOME FUND
CLASS B SHARES $ 172 $ 533 $ 918 $ 1,865***
</TABLE>
-------------------
* Assumes sales charge is deducted when shares are purchased. Shareholders
who receive Class A Shares as a result of the proposed reorganization will
not be charged a sales load.
** Assumes applicable deferred sales charge is deducted when shares are sold.
*** Reflects conversion of Class B Shares to Class A Shares after they have
been owned for eight years.
6
<PAGE>
RISK FACTORS
The following discussion highlights the principal risk factors associated
with an investment in Chase Vista Select Tax Free Income Fund. Chase Vista
Select Tax Free Income Fund has investment policies and investment restrictions
identical to Chase Vista Tax Free Income Fund. Therefore, there should be no
material differences in the risk factors associated with Chase Vista Select Tax
Free Income Fund and Chase Vista Tax Free Income Fund. This discussion is
qualified in its entirety by the more extensive discussion of risk factors set
forth in the Prospectus and Statement of Additional Information of Chase Vista
Select Tax Free Income Fund, which are incorporated herein by reference.
All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some specific risks of investing in Chase Vista
Select Tax Free Income Fund.
The value of fixed income investments tends to fall when prevailing interest
rates rise. Such a drop in value could be worse if the Fund invests a larger
portion of its assets in debt securities with longer maturities. That's because
long-term debt securities are more sensitive to interest rate changes than other
fixed-income securities. Note that conversely the value of fixed income
investments tends to increase when prevailing interest rates fall.
A municipality that gets into financial trouble could find it difficult to
make interest and principal payments, which would hurt the Fund's returns and
its ability to preserve capital and liquidity. A number of issuers have a recent
history of significant financial difficulties. More than 5% of the Fund's assets
could be invested in any one municipality, which could increase this risk.
Under some circumstances, municipal lease obligations might not pay interest
unless the state or municipal legislature authorizes money for that purpose.
Some securities, including municipal lease obligations, carry additional risks.
For example, they may be difficult to trade or interest payments may be tied to
a specific stream of revenue.
Normally, the Fund may invest up to 20% of its total assets in securities
whose interest is subject to the federal alternative minimum tax. Consult your
tax professional for more information.
Since some municipal obligations may be secured or guaranteed by banks and
other institutions, the risk to the Fund could increase if the banking or
financial sector suffers an economic downturn.
The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk than securities backed by U.S. institutions, because
of political or economic instability, the imposition of government controls, or
regulations that don't match U.S. standards.
The value of zero coupon securities, inverse floaters and interest rate caps
tends to fluctuate according to interest rate changes significantly more than
the value of ordinary interest-paying debt securities. The price of a security
with an interest rate cap will be more volatile than a municipal security
without one.
A forward commitment could lose value if the underlying security falls in
value before the settlement date or if the other party fails to meet its
obligation to complete the transaction.
Derivatives may be more risky than other types of investments because they
may respond more to changes in economic conditions than other types of
investments. If they are used for non-hedging purposes, they could cause losses
that are significantly more than the Fund's original investment.
The Fund is not diversified. It may invest a greater percentage of its
assets in a particular issuer or group of issuers than a diversified fund would.
That makes the value of its shares more sensitive to economic problems among
those issuing the securities. In addition, more than 25% of the Fund's assets
may be invested in securities that rely on similar projects for their income
stream. As a result, the Fund could be more susceptible to developments that
affect those projects.
INFORMATION RELATING TO THE PROPOSED REORGANIZATION
GENERAL
The terms and conditions under which the Reorganization may be consummated
are set forth in the Reorganization Plan. Significant provisions of the
Reorganization Plan are summarized below; however, this summary is qualified in
its entirety by reference to the Reorganization Plan, a copy of which is
attached as Appendix A to this Combined Prospectus/Proxy Statement and which is
incorporated herein by reference.
7
<PAGE>
DESCRIPTION OF THE REORGANIZATION PLAN
The Reorganization Plan provides that at the Effective Time (as defined in
the Reorganization Plan) of the Reorganization, the assets and liabilities of
Chase Vista Tax Free Income Fund will be transferred to and assumed by Chase
Vista Select Tax Free Income Fund. In exchange for the transfer of the assets,
and the assumption of the liabilities, of Chase Vista Tax Free Income Fund, MFST
will issue at the Effective Time of the Reorganization full and fractional
(a) Class A Shares of Chase Vista Select Tax Free Income Fund equal in aggregate
dollar value to the aggregate net asset value of full and fractional outstanding
Class A Shares of Chase Vista Tax Free Income Fund and (b) Class B Shares of
Chase Vista Select Tax Free Income Fund equal in aggregate dollar value to the
aggregate net asset value of full and fractional outstanding Class B Shares of
Chase Vista Tax Free Income Fund, in each case as determined at the valuation
time specified in the Reorganization Plan. The Reorganization Plan provides that
Chase Vista Tax Free Income Fund will declare a dividend or dividends prior to
the Effective Time of the Reorganization which, together with all previous
dividends, will have the effect of distributing to Chase Vista Tax Free Income
Fund Shareholders all undistributed net investment income earned and net capital
gains realized up to and including the Effective Time of the Reorganization.
Following the transfer of assets to, and the assumption of the liabilities
of Chase Vista Tax Free Income Fund by Chase Vista Select Tax Free Income Fund,
Chase Vista Tax Free Income Fund will distribute Chase Vista Select Tax Free
Income Fund Shares received from MFST to Chase Vista Tax Free Income Fund
Shareholders in liquidation of Chase Vista Tax Free Income Fund. Each Chase
Vista Tax Free Income Fund Shareholder at the Effective Time of the
Reorganization will receive an amount of Class A Shares or Class B Shares, as
the case may be, with a total net asset value equal to the net asset value of
their Chase Vista Tax Free Income Fund Shares plus the right to receive any
dividends or distributions which were declared before the Effective Time of the
Reorganization but that remained unpaid at that time with respect to the shares
of Chase Vista Tax Free Income Fund.
Chase Vista Select Tax Free Income Fund expects to maintain most of the
portfolio investments of Chase Vista Tax Free Income Fund in light of the
identical investment policies of Chase Vista Tax Free Income Fund and the
strategies of its investment adviser.
After the Reorganization all of the issued and outstanding shares of Chase
Vista Tax Free Income Fund Shares will be canceled on the books of Chase Vista
Tax Free Income Fund and the stock transfer books of Chase Vista Tax Free Income
Fund will be permanently closed.
The Reorganization is subject to a number of conditions, including without
limitation: approval of the Reorganization Plan and the transactions
contemplated thereby described in this Combined Prospectus/Proxy Statement by
Chase Vista Tax Free Income Fund Shareholders; the receipt of a legal opinion
from Simpson Thacher & Bartlett with respect to certain tax issues, as more
fully described in "Federal Income Tax Consequences" below; and the parties'
performance in all material respects of their respective agreements and
undertakings in the Reorganization Plan. Assuming satisfaction of the conditions
in the Reorganization Plan, the Effective Time of the Reorganization will be on
February 19, 2001 or such other date as is agreed to by the parties.
The expenses of Chase Vista Tax Free Income Fund and Chase Vista Select Tax
Free Income Fund in connection with the Reorganization will be borne by Chase.
The Reorganization Plan and the Reorganization described herein may be
abandoned at any time prior to the Effective Time of the Reorganization by
either party if a material condition to the performance of such party under the
Reorganization Plan or a material covenant of the other party is not fulfilled
by the date specified in the Reorganization Plan or if there is a material
default or material breach of the Reorganization Plan by the other party. In
addition, either party may terminate the Reorganization Plan if its trustees
determine that proceeding with the Reorganization Plan is not in the best
interests of their fund's shareholders.
BOARD CONSIDERATIONS
In its consideration and approval of the Reorganization at meetings held on
October 24, 2000, the MFT Board considered and discussed the future of Chase
Vista Tax Free Income Fund and how to best serve Chase Vista Tax Free Income
Fund Shareholders' interests. The Trustees discussed the size of Chase Vista Tax
Free Income Fund's investment portfolio (approximately $62 million as of
August 31, 2000) and the increasing advantages of reorganizing Chase Vista Tax
Free Income Fund into Chase Vista Select Tax Free
8
<PAGE>
Income Fund. The Trustees reviewed the Proposal. After discussions, it was
decided to pursue the Reorganization with Chase Vista Select Tax Free Income
Fund.
In considering the Reorganization, the Trustees noted that all Chase Vista
Select Tax Free Income Fund Shareholders wishing to invest in other types of
funds would be able to exchange into other Chase Vista funds without being
charged a front-end sales charge. In its consideration and approval of the
Reorganization, the MFT Board considered, among other things: the terms of the
Reorganization Plan; a comparison of each fund's historical and projected
expense ratios; the comparative investment performance of Chase Vista Tax Free
Income Fund and Chase Vista Select Tax Free Income Fund; the effect of such
Reorganization on Chase Vista Tax Free Income Fund and its shareholders; the
fact that the day-to-day portfolio management would be unchanged by the
Reorganization; the investment advisory services supplied by Chase and its
affiliates; the management and other fees payable by Chase Vista Select Tax Free
Income Fund; the similarities and differences in the investment objective and
policies of the Funds; the opportunity to combine Chase Vista Tax Free Income
Fund with Chase Vista Select Tax Free Income Fund in an effort to realize
operational and administrative efficiencies; the recommendations of Chase with
respect to the proposed Reorganization; and the fact that the Reorganization
would constitute a tax-free reorganization.
After considering the foregoing factors, together with such information as
they believed to be relevant, the MFT Board determined that the proposed
Reorganization is in the best interests of Chase Vista Tax Free Income Fund and
that the interests of Chase Vista Tax Free Income Fund Shareholders would not be
diluted as a result of the Reorganization and approved the Reorganization Plan
and directed that the Reorganization Plan be submitted to Chase Vista Tax Free
Income Fund Shareholders for approval.
The MFST Board considered the proposed Reorganization from the perspective
of Chase Vista Select Tax Free Income Fund. The MFST Board considered, among
other things: the terms of the Reorganization Plan; the opportunity to combine
the two Funds in an effort to realize operational and administrative
efficiencies; and the fact that the Reorganization would constitute a tax-free
reorganization. Based upon its evaluation of the relevant information provided
to it, and in light of its fiduciary duties under federal and state law, the
MFST Board determined that (i) the proposed Reorganization is in the best
interests of the shareholders of Chase Vista Select Tax Free Income Fund and
(ii) the interests of Chase Vista Select Tax Free Income Fund's Shareholders
would not be diluted as a result of the Reorganization.
After considering the foregoing factors, together with such other
information as it believed to be relevant, the MFST Board approved the
Reorganization Plan.
THE MFT BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL
The MFT Board has not determined what action Chase Vista Tax Free Income
Fund will take in the event shareholders fail to approve the Reorganization Plan
or for any reason the Reorganization is not consummated. In either such event,
the Board will consider other appropriate courses of action.
FEDERAL INCOME TAX CONSEQUENCES
Consummation of the Reorganization is subject to the condition that MFT
receive an opinion from Simpson Thacher & Bartlett to the effect that for
federal income tax purposes: (i) the transfer of all of the assets and
liabilities of Chase Vista Tax Free Income Fund to Chase Vista Select Tax Free
Income Fund in exchange for Chase Vista Select Tax Free Income Fund Shares and
the liquidating distributions to Shareholders of Chase Vista Select Tax Free
Income Fund Shares so received, as described in the Reorganization Plan, will
constitute a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), and with respect to the
Reorganization, Chase Vista Tax Free Income Fund and Chase Vista Select Tax Free
Income Fund will each be considered "a party to a reorganization" within the
meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized
by Chase Vista Tax Free Income Fund as a result of such transaction; (iii) no
gain or loss will be recognized by Chase Vista Select Tax Free Income Fund as a
result of such transaction; (iv) no gain or loss will be recognized by Chase
Vista Tax Free Income Fund Shareholders on the distribution to Chase Vista Tax
Free Income Fund Shareholders of the Chase Vista Select Tax Free Income Fund
Shares in exchange for their Chase Vista Tax Free Income Fund Shares; (v) the
aggregate basis of Shares of Chase Vista Select Tax Free Income Fund received by
a Shareholder of Chase Vista Tax Free Income Fund will be the same as the
aggregate basis of such Chase Vista Tax Free Income Fund Shareholder's Chase
Vista Tax Free Income Fund Shares immediately prior to the Reorganization;
(vi) the basis of Chase Vista Select Tax Free Income Fund in the assets of Chase
Vista Tax Free Income Fund received pursuant to such transaction will be the
same as the basis of such assets in the hands of Chase Vista Tax Free Income
Fund immediately before such
9
<PAGE>
transaction; (vii) a Chase Vista Tax Free Income Fund Shareholder's holding
period for Chase Vista Select Tax Free Income Fund Shares will be determined by
including the period for which each Chase Vista Tax Free Income Fund Shareholder
held Chase Vista Tax Free Income Fund Shares exchanged therefor, provided that
the Shareholder held such Shares in Chase Vista Tax Free Income Fund Shares as a
capital asset; and (viii) Chase Vista Select Tax Free Income Fund's holding
period with respect to the assets received in the Reorganization will include
the period for which such assets were held by Chase Vista Tax Free Income Fund.
MFT has not sought a tax ruling from the Internal Revenue Service (the
"IRS"), but is acting in reliance upon the opinion of counsel discussed in the
previous paragraph. That opinion is not binding on the IRS and does not preclude
the IRS from adopting a contrary position. Shareholders should consult their own
advisers concerning the potential tax consequences to them, including state and
local income taxes.
CAPITALIZATION
Because Chase Vista Tax Free Income Fund will be combined with Chase Vista
Select Tax Free Income Fund in the Reorganization, the total capitalization of
Chase Vista Select Tax Free Income Fund after the Reorganization is expected to
be greater than the current capitalization of Chase Vista Tax Free Income Fund.
The following table sets forth as of August 31, 2000: (i) the capitalization of
Chase Vista Tax Free Income Fund; (ii) the capitalization of Chase Vista Select
Tax Free Income Fund; and (iii) the pro forma capitalization of Chase Vista
Select Tax Free Income Fund as adjusted to give effect to the proposed
Reorganization. There is, of course, no assurance that the Reorganization will
be consummated. Moreover, if consummated, the capitalizations of Chase Vista
Select Tax Free Income Fund and Chase Vista Tax Free Income Fund are likely to
be different at the Effective Time of the Reorganization as a result of
fluctuations in the value of portfolio securities of each Fund and daily share
purchase and redemption activity in each fund. Please note that Chase Vista
Select Tax Free Income Fund currently has one class of shares. In connection
with the Reorganization, this class will be renamed "Institutional Class" and
the Class A and Class B share classes will be introduced.
<TABLE>
<CAPTION>
CHASE VISTA CHASE VISTA
TAX FREE SELECT TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED
----------- --------------- ------------
<S> <C> <C> <C>
Total Net Assets
Class A Shares................... $49,688,605 $ -- $ 49,688,605
Class B Shares................... 10,869,099 -- 10,869,099
Institutional Class Shares....... -- 752,804,739 752,804,739
----------- ------------ ------------
$60,557,704 $752,804,739 $813,362,443
=========== ============ ============
Shares Outstanding
Class A Shares................... 4,046,627 -- 7,950,177
Class B Shares................... 889,742 -- 1,739,056
Institutional Class Shares....... -- 120,377,133 120,377,133
----------- ------------ ------------
4,936,369 120,377,133 130,066,366
=========== ============ ============
Net Asset Value Per Share
Class A Shares................... $12.28 -- $6.25
Class B Shares................... $12.22 -- $6.25
Institutional Class Shares....... -- $6.25 $6.25
</TABLE>
INVESTMENT POLICIES
The following discussion summarizes some of the investment policies of Chase
Vista Select Tax Free Income Fund. Chase Vista Select Tax Free Income Fund has
identical investment policies as Chase Vista Tax Free Income Fund. This section
is qualified in its entirety by the discussion in the Prospectus and Statement
of Additional Information of Chase Vista Select Tax Free Income Fund, which are
incorporated herein by reference.
OBJECTIVE
Each Fund seeks to provide monthly dividends that are excluded from gross
income and to protect the value of your investment by investing primarily in
municipal obligations.
10
<PAGE>
MAIN INVESTMENT STRATEGY
As a fundamental policy, Chase Vista Select Tax Free Income Fund normally
invests at least 80% of its net assets in municipal obligations whose interest
payments are:
- excluded from gross income
- excluded from the federal alternative minimum tax on individuals
Chase Vista Select Tax Free Income Fund invests in securities that are rated
as investment grade by Moody's Investors Service, Inc., Standard & Poor's
Corporation or Fitch Investors Service Inc. It may also invest in unrated
securities which the advisers believe are of comparable quality.
Chase Vista Select Tax Free Income Fund may also invest in derivatives,
inverse floaters and interest rate caps, zero coupon securities and forward
commitments. These instruments may be used to increase the Fund's income or
gain. Derivatives, which are financial instruments whose value is based on
another security, index or exchange rate, might also be used to hedge various
market risks.
Chase Vista Select Tax Free Income Fund seeks to develop an appropriate
portfolio by comparing, among other factors, credit quality, yields and call
provisions of different municipal issuers, and examining structural changes
along the yield curve in an effort to maximize investment returns while
minimizing risk.
There is no restriction on the maturity of Chase Vista Tax Free Income
Fund's portfolio or on any individual security in the portfolio.
Under normal market conditions, Chase Vista Select Tax Free Income Fund
reserves the right to invest up to 20% of its total assets in securities that
pay interest subject to federal income tax or the federal alternative minimum
tax on individuals. To temporarily defend the value of its assets during unusual
market conditions, the Fund may exceed this limit.
No more than 25% of total assets may be invested in any one industry, other
than governments and public authorities.
Chase Vista Select Tax Free Income Fund may invest in money market funds so
that it can easily convert investments into cash without losing a significant
amount of money in the process.
Chase Vista Select Tax Free Income Fund may also invest in municipal lease
obligations. These allow the Fund to participate in municipal lease agreements
and installment purchase contracts.
Chase Vista Select Tax Free Income Fund may invest up to 25% of its total
assets in municipal lease obligations backed by letters of credit or guarantees
from U.S. and foreign banks and other foreign institutions.
There may be times when there are not enough securities available to meet
Chase Vista Select Tax Free Income Fund's needs. On these occasions, the Fund
may invest in repurchase agreements or Treasury securities that may be subject
to federal income tax.
Chase Vista Select Tax Free Income Fund may change any of its
non-fundamental investment policies without shareholder approval.
INVESTMENT RESTRICTIONS
Chase Vista Select Tax Free Income Fund and Chase Vista Tax Free Income Fund
have each adopted the following investment restrictions which may not be changed
without approval by a "majority of the outstanding shares" of a Fund which means
the vote of the lesser of (i) 67% or more of the shares of a Fund present at a
meeting, if the holders of more than 50% of the outstanding shares of a Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding shares
of a Fund.
Neither Fund may:
(1) borrow money, except that each Fund may borrow money for temporary or
emergency purposes, or by engaging in reverse repurchase transactions, in an
amount not exceeding 33 1/3% of the value of its total assets at the time
when the loan is made and may pledge, mortgage or hypothecate no more than
1/3 of its net assets to secure such borrowings. Any borrowings representing
more than 5% of a Fund's total assets must be repaid before the Fund may
make additional investments;
11
<PAGE>
(2) make loans, except that each Fund may: (i) purchase and hold debt
instruments (including without limitation, bonds, notes, debentures or other
obligations and certificates of deposit, bankers' acceptances and fixed time
deposits) in accordance with its investment objectives and policies;
(ii) enter into repurchase agreements with respect to portfolio securities;
and (iii) lend portfolio securities with a value not in excess of one-third
of the value of its total assets;
(3) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or repurchase agreements secured thereby) if, as a
result, more than 25% of a Fund's total assets would be invested in the
securities of companies whose principal business activities are in the same
industry;
(4) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments but this shall not prevent
either Fund from (i) purchasing or selling options and futures contracts or
from investing in securities or other instruments backed by physical
commodities or (ii) engaging in forward purchases or sales of foreign
currencies or securities;
(5) purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent a Fund from
investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business). Investments by
either Fund in securities backed by mortgages on real estate or in
marketable securities of companies engaged in such activities are not hereby
precluded;
(6) issue any senior security (as defined in the 1940 Act), except that
(a) each Fund may engage in transactions that may result in the issuance of
senior securities to the extent permitted under applicable regulations and
interpretations of the 1940 Act or an exemptive order; (b) each Fund may
acquire other securities, the acquisition of which may result in the
issuance of a senior security, to the extent permitted under applicable
regulations or interpretations of the 1940 Act; and (c) subject to the
restrictions set forth above, each Fund may borrow money as authorized by
the 1940 Act; and
(7) underwrite securities issued by other persons except insofar as a Fund may
technically be deemed to be an underwriter under the Securities Act of 1933
in selling a portfolio security.
In addition, as a matter of fundamental policy, notwithstanding any other
investment policy or restriction, each Fund may seek to achieve its investment
objective by investing all of its investable assets in another investment
company having substantially the same investment objective and policies as that
Fund. For purposes of investment restriction (5) above, real estate includes
real estate limited partnerships. For purposes of investment restriction
(3) above, industrial development bonds, where the payment of principal and
interest is the ultimate responsibility of companies within the same industry,
are grouped together as an "industry." Investment restriction (3) above,
however, is not applicable to investments by either Fund in municipal
obligations where the issuer is regarded as a state, city, municipality or other
public authority since such entities are not members of any "industry."
Supranational organizations are collectively considered to be members of a
single "industry" for purposes of restriction (3) above.
In addition, each Fund is subject to the following nonfundamental investment
restrictions which may be changed without shareholder approval:
(1) Each Fund may not, with respect to 50% of its assets, hold more than 10% of
the outstanding voting securities of any issuer or invest more than 5% of
its assets in the securities of any one issuer (other than obligations of
the U.S. Government, its agencies and instrumentalities).
(2) Each Fund may not make short sales of securities, other than short sales
"against the box," or purchase securities on margin except for short-term
credits necessary for clearance of portfolio transactions, provided that
this restriction will not be applied to limit the use of options, futures
contracts and related options, in the manner otherwise permitted by the
investment restrictions, policies and investment program of a Fund. The
Funds have no current intention of making short sales against the box.
(3) Each Fund may not purchase or sell interests in oil, gas or mineral leases.
(4) Each Fund may not invest more than 15% of its net assets in illiquid
securities.
(5) Each Fund may not write, purchase or sell any put or call option or any
combination thereof.
(6) Each Fund may invest up to 5% of its total assets in the securities of any
one investment company, but may not own more than 3% of the securities of
any one investment company or invest more than 10% of its total assets in
the securities of other investment companies.
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For purposes of investment restriction (4) above, illiquid securities
includes securities restricted as to resale unless they are determined to be
readily marketable in accordance with procedures established by the Board of
Trustees.
PURCHASES, REDEMPTIONS AND EXCHANGES
The procedures for purchases, redemptions and exchanges of shares of Chase
Vista Select Tax Free Income Fund are substantially similar to those of Chase
Vista Tax Free Income Fund. Please note that Chase Vista Select Tax Free Income
Fund currently has one class of shares. In connection with the Reorganization,
this class will be renamed "Institutional Class" and the Class A and Class B
share classes will be introduced. The following discussion reflects the new
class structure.
SALES CHARGES
There is normally a sales charge (sometimes called a "load") to buy Class A
and Class B Shares of Chase Vista Select Tax Free Income Fund. There are also
ongoing charges that holders of Class A and Class B Shares pay as long as they
own their shares, as more fully explained below.
Shareholders holding Class A Shares of Chase Vista Tax Free Income Fund will
receive Class A Shares of Chase Vista Select Tax Free Income Fund in the
Reorganization but will not have to pay a sales charge. However, such
Shareholders will have to pay a sales charge if they buy additional Class A
Shares in the future. Shareholders holding Class B Shares of Chase Vista Tax
Free Income Fund will receive Class B Shares of Chase Vista Select Tax Free
Income Fund in the Reorganization, but the holding period used to determine
applicable sales charges on the Class B Shares received in the Reorganization,
as well as to determine the conversion of Class B Shares received in the
Reorganization, will be calculated by reference to when such Shareholders
acquired their Class B Shares of Chase Vista Tax Free Income Fund.
There are a number of plans and special discounts which can decrease or even
eliminate these charges.
CLASS A SHARES
Class A Shares have an initial sales charge that is deducted directly from
the money you invest. As the table shows, the charge is lower the more you
invest. The public offering price of Class A Shares is the net asset value plus
the initial sales charge. Net asset value is the value of everything the Fund
owns, minus everything it owes, divided by the number of shares held by
investors. The Fund receives the net asset value.
The following chart shows the sales charges for Class A Shares.
<TABLE>
<CAPTION>
TOTAL SALES CHARGE
--------------------------
AS % OF THE AS % OF
OFFERING PRICE NET AMOUNT
AMOUNT OF INVESTMENT PER SHARE INVESTED
-------------------- -------------- ----------
<S> <C> <C>
LESS THAN $100,000 4.50% 4.71%
$100,000 BUT UNDER $250,000 3.75% 3.90%
$250,000 BUT UNDER $500,000 2.50% 2.56%
$500,000 BUT UNDER $1 MILLION 2.00% 2.04%
</TABLE>
There is no sales charge for investments of $1 million or more.
CLASS B SHARES
Class B Shares have a deferred sales charge that is deducted directly from
your assets when you sell your shares. It's a percentage of the original
purchase price or the current value of the shares, whichever is lower. As the
table shows, the deferred sales charge gets lower the longer you hold the shares
and
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<PAGE>
disappears altogether after six years. Class B shares automatically convert into
Class A shares at the beginning of the ninth year after you bought them.
<TABLE>
<CAPTION>
DEFERRED
YEAR SALES CHARGE
---- ----------------
<S> <C>
1 5%
2 4%
3 3%
4 3%
5 2%
6 1%
7 NONE
8 NONE
</TABLE>
We calculate the deferred sales charge from the month you buy your shares.
We always sell the shares with the lowest deferred sales charge first. Shares
acquired by reinvestment distribution can be sold without a deferred sales
charge.
12b-1 FEES
VFD is the distributor for Chase Vista Select Tax Free Income Fund and Chase
Vista Tax Free Income Fund. Chase Vista Select Tax Free Income Fund will adopt a
Rule 12b-1 distribution plan for Class A Shares under which it will pay annual
distribution fees of up to 0.25% of the average daily net assets attributable to
Class A Shares and a Rule 12b-1 distribution plan for Class B Shares under which
it will pay annual distribution fees of up to 0.75% of the average daily net
assets attributable to Class B Shares. Similar 12b-1 distribution plans (with
annual distribution fees of up to 0.25% and 0.75%) are currently in effect for
Class A Shares and Class B Shares of Chase Vista Tax Free Income Fund.
This payment covers such things as compensation for services provided by
broker-dealers and expenses connected with the sale of shares. Payments are not
tied to actual expenses incurred.
Because 12b-1 expenses are paid out of Chase Vista Select Tax Free Income
Fund's assets on an ongoing basis, over time these fees will increase the cost
of a shareholder's investment and may cost more than other types of sales
charges, used by other mutual funds.
BUYING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO PURCHASES OF CHASE VISTA SELECT TAX FREE
INCOME FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION AND REFLECTS THE
NEW CLASS STRUCTURE.
The price shareholders pay for their shares is the net asset value per share
(NAV). NAV is the value of everything the Fund owns, minus everything it owes,
divided by the number of shares held by investors. The Fund generally values its
assets at fair market values but may use fair value if market prices are
unavailable.
The NAV of each class of the Fund's shares is generally calculated once each
day at the close of regular trading on the New York Stock Exchange each day the
Fund is accepting purchase orders. A shareholder will pay the next NAV
calculated after the Chase Vista Funds Service Center (the "Center") receives
that shareholder's order in proper form. An order is in proper form only after
funds are converted into federal funds.
The Center accepts purchase orders on any business day that the New York
Stock Exchange is open. If an order is received in proper form by the close of
regular trading on the New York Stock Exchange, it will be processed at that
day's price and the purchaser will be entitled to all dividends declared on that
day. If an order is received after the close of regular trading on the New York
Stock Exchange, it will generally be processed at the next day's price. If a
purchaser pays by check for Fund shares before the close of regular trading on
the New York Stock Exchange, it will generally be processed the next day the
Fund is open for business.
If a shareholder buys through an agent and not directly from the Center, the
agent could set earlier cut-off times. Each shareholder must provide a Social
Security Number or Taxpayer Identification Number when opening an account.
The Fund has the right to reject any purchase order.
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<PAGE>
For Class A Shares and Class B Shares, checks should be made out to Chase
Vista Funds in U.S. dollars. Credit cards, cash, or checks from a third party
will not be accepted. Shares bought by check may not be sold for 15 calendar
days. Shares bought through an Automated Clearing House cannot be sold until the
payment clears. This could take more than seven business days. Purchase orders
will be canceled if a check does not clear and the investor will be responsible
for any expenses and losses to the Fund. Orders by wire will be canceled if the
Center does not receive payment by 4:00 p.m., Eastern time, on the day the
shareholder buys.
Shareholders seeking to buy Class A Shares or Class B Shares through an
investment representative should instruct their representative to contact the
Fund. Such representatives may charge investors a fee and may offer additional
services, such as special purchase and redemption programs, "sweep" programs,
cash advances and redemption checks. Such representative may set different
minimum investments and earlier cut-off times.
A systematic investment plan is available for Class A Shares and Class B
Shares.
SELLING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO SALES OF CHASE VISTA SELECT TAX FREE
INCOME FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION AND REFLECTS THE
NEW CLASS STRUCTURE.
Shares of the Fund may be sold on any day the Center is open for trading,
either directly to the Fund or through an investment representative.
Shareholders of the Fund will receive the next NAV calculated after the Center
accepts his or her sale order.
Under normal circumstances, if a request is received before the close of
regular trading on the New York Stock Exchange, the Fund will send the proceeds
the same business day. An order to sell shares will not be accepted if the Fund
has not collected payment for the shares. The Fund may stop accepting orders to
sell and may postpone payments for more than seven days, as federal securities
laws permit.
Generally, proceeds are sent by electronic transfer or wire for Class A
Shares and Class B Shares. However, if a shareholder's address of record has
changed within the 30 days prior to the sale request or if more than $25,000 of
shares is sold by phone, proceeds will be sent only to the bank account on the
Fund's records.
For Class A Shares and Class B Shares, a shareholder will need to have his
or her signature guaranteed if he or she wants payment to be sent to an address
other than the one in the Fund's records. Additional documents or a letter from
a surviving joint owner may also be needed.
A shareholder who purchased through an investment representative should
contact that representative, who will send the necessary documents to the
Center. The representative might charge a fee for this service.
Shareholders may also sell their shares by contacting the Center directly.
Class A and Class B shareholders may contact 1-800-34-VISTA.
A systematic withdrawal plan is available for Class A and Class B Shares.
EXCHANGING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO EXCHANGES OF CHASE VISTA SELECT TAX FREE
INCOME FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
Shares of the Fund may be exchanged for shares in certain other Chase Vista
Funds.
For tax purposes, an exchange is treated as a sale of those shares.
Shareholders should carefully read the prospectus of the fund into which they
want to exchange. Shareholders who exchange must meet any minimum investment
requirements and may have to pay a sales commission.
The exchange privilege is not a means of short-term trading as this could
increase management cost and affect all shareholders of MFST. The Fund reserves
the right to limit the number of exchanges or refuse an exchange. Each exchange
privilege may also be terminated. The Fund charges an administration fee of $5
for each exchange if an investor makes more than 10 exchanges in a year or three
in a quarter.
OTHER INFORMATION CONCERNING CHASE VISTA SELECT TAX FREE INCOME FUND
For Class A Shares and Class B Shares, Chase Vista Select Tax Free Income
Fund may close an account if the balance falls below $500. Chase Vista Select
Tax Free Income Fund may also close the account if an
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<PAGE>
investor is in the Systematic Investment Plan and fails to meet investment
minimums over a 12-month period. At least 60 days' notice will be given before
closing the account.
Unless a shareholder indicates otherwise on his or her account application,
the Fund is authorized to act on redemption and transfer instructions received
by phone. If someone trades on an account by phone, the Fund will ask that
person to confirm the account registration and address to make sure they match
those in the Fund records. If they do correspond, the Fund is generally
authorized to follow that person's instructions. The Fund will take all
reasonable precautions to confirm that the instructions are genuine. Investors
agree that they will not hold the Fund liable for any loss or expenses from any
sales request, if the Fund takes reasonable precautions. The Fund will be liable
for any losses to a shareholder from an unauthorized sale or fraud against such
shareholder if the Fund does not follow reasonable procedures.
It may not always be possible to reach the Center by telephone. This may be
true at times of unusual market changes and shareholder activity. In that event,
shareholders can mail instructions to the Fund or contact their investment
representative or agent. The Fund may modify or cancel the sale of shares by
phone without notice.
MFST will enter into agreements with certain shareholder servicing agents
(including Chase) under which the shareholder servicing agents will agree to
provide certain support services to their customers. For performing these
services, each shareholder servicing agent will receive an annual fee of up to
0.25% of the average daily net assets of the Class A Shares and Class B Shares
held by investors serviced by the shareholder servicing agent. MFT HAS SIMILAR
AGREEMENTS WITH SHAREHOLDER SERVICING AGENTS. ACCORDINGLY, CHASE VISTA TAX FREE
INCOME FUND ALSO PAYS SHAREHOLDER SERVICING FEES OF 0.25%.
Chase and/or VFD may, at their own expense, make additional payments to
certain selected dealers or other shareholder servicing agents for performing
administrative services for their customers. The amount may be up to an
additional 0.10% annually of the average net assets of the fund attributable to
shares of the Fund held by customers of those shareholder servicing agents.
Chase Vista Select Tax Free Income Fund issues multiple classes of shares.
Each class may have different requirements for who may invest, and may have
different sales charges and expense levels. A person who gets compensated for
selling Fund shares may receive a different amount for each class.
Chase and its affiliates and the Funds and their affiliates, agents and
subagents may share information about shareholders and their accounts with each
other and with others unless this sharing is prohibited by contract. This
information can be used for a variety of purposes, including offering investment
and insurance products to shareholders.
VFD is the distributor for Chase Vista Select Tax Free Income Fund and Chase
Vista Tax Free Income Fund. [Please note that it is intended that VFD will
change its name to Chase Fund Distributors, Inc. in connection with
the Reorganization.]
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<PAGE>
DISTRIBUTIONS AND TAXES
Each Fund can earn income and realize capital gain. Each Fund will deduct
from these earnings any expenses and then pay to shareholders the distributions.
Each Fund declares dividends on a daily basis and distributes any net
investment income and tax-exempt interest income at least monthly. Net capital
gain is distributed annually. You have three options for your distributions. You
may:
- reinvest all of them in additional Fund shares without a sales charge;
- take distributions of net investment income in cash or as a deposit in a
pre-assigned bank account and reinvest distributions of net capital gain
in additional shares; or
- take all distributions in cash or as a deposit in a pre-assigned bank
account.
If you don't select an option when you open your account, we'll reinvest all
distributions. If your distributions are reinvested, they will be in the form of
shares of the same class. The taxation of dividends won't be affected by the
form in which you receive them.
Dividends of net investment income are usually taxable as ordinary income at
the federal, state and local levels. Dividends of tax-exempt interest income are
not subject to federal income taxes but will generally be subject to state and
local taxes. The state or municipality where you live may not charge you state
and local taxes on tax-exempt interest earned on certain bonds.
Dividends earned on bonds issued by the U.S. government and its agencies may
also be exempt from some types of state and local taxes.
If you receive distributions of net capital gain, the tax rate will be based
on how long a Fund held a particular asset, not on how long you have owned your
shares. If you buy shares just before a distribution, you will pay tax on the
entire amount of the taxable distribution you receive, even though the NAV will
be higher on that date because it includes the distribution amount.
Each Fund expects that its distributions will consist primarily of
tax-exempt income.
Early in each calendar year, each Fund will send its shareholders a notice
showing the amount of distributions received in the preceding year and the tax
status of those distributions.
The above is only a general summary of tax implications of investing in
these Funds. Shareholders should consult their tax advisors to see how investing
in the Funds will affect their own tax situation.
COMPARISON OF CHASE VISTA TAX FREE INCOME FUND'S
AND CHASE VISTA SELECT TAX FREE INCOME FUND'S
ORGANIZATION STRUCTURES
There are no differences in the organizational structure of Chase Vista Tax
Free Income Fund and Chase Vista Select Tax Free Income Fund. Set forth below
are descriptions of the structure, voting rights, shareholder liability and the
liability of Trustees.
STRUCTURE OF CHASE VISTA TAX FREE INCOME FUND
Chase Vista Tax Free Income Fund is organized as a series of MFT, which is
organized under the law of the Commonwealth of Massachusetts. As a Massachusetts
business trust, MFT's operations are governed by MFT's Declaration of Trust and
By-Laws (the "MFT Trust Documents") and applicable Massachusetts law. The
operations of Chase Vista Tax Free Income Fund are also subject to the
provisions of the 1940 Act and the rules and regulations thereunder.
STRUCTURE OF CHASE VISTA SELECT TAX FREE INCOME FUND
Chase Vista Select Tax Free Income Fund is organized as a series of MFST,
which is organized under the law of the Commonwealth of Massachusetts. As a
Massachusetts business trust, MFST's operations are governed by MFST's
Declaration of Trust and By-Laws (the "MFST Trust Documents") and applicable
Massachusetts law. The operations of Chase Vista Select Tax Free Income Fund are
also subject to the provisions of the 1940 Act and the rules and regulations
thereunder.
TRUSTEES AND OFFICERS
Subject to the provisions of the Trust Documents, the business of Chase
Vista Tax Free Income Fund is managed by the Trustees of MFT and the business of
Chase Vista Select Tax Free Income Fund is managed
17
<PAGE>
by the Trustees of MFST, who serve indefinite terms and have all powers
necessary or convenient to carry out their responsibilities. The Trustees and
officers of MFT and MFST are identical.
Information concerning the current Trustees of the MFT Board and the MFST
Board is set forth later in this document.
SHARES OF FUNDS
Each of MFT and MFST is a trust with an unlimited number of authorized
shares of beneficial interest, par value $0.001 per share, which may be divided
into portfolios or series and classes thereof. Each Fund is one portfolio of a
trust, and may issue multiple classes of shares. Each share of a portfolio or
class of a trust represents an equal proportionate interest in that portfolio or
class with each other share of that portfolio or class. The shares of each
portfolio or class of either MFT or MFST participate equally in the earnings,
dividends and assets of the particular portfolio or class. Fractional shares
have proportionate rights to full shares. Expenses of MFT or MFST that are not
attributable to a specific portfolio or class will be allocated to all the
portfolios of that trust in a manner believed by its management to be fair and
equitable. Generally, shares of each portfolio will be voted separately, for
example, to approve an investment advisory agreement and shares of each class of
each portfolio will be voted separately, for example, to approve a distribution
plan, but shares of all series and classes vote together, to the extent required
by the 1940 Act, including the election or selection of Trustees and independent
accountants. Neither MFT nor MFST is required to hold regular annual meetings of
shareholders, but may hold special meetings from time to time. There are no
conversion or preemptive rights in connection with shares of either MFT or MFST.
SHAREHOLDER VOTING RIGHTS
A vacancy in the Board of either MFT or MFST resulting from the resignation
of a Trustee or otherwise may be filled similarly by a vote of a majority of the
remaining Trustees then in office, subject to the 1940 Act. In addition,
Trustees may be removed from office by a vote of holders of shares representing
two-thirds of the outstanding shares of each portfolio of that trust at a
meeting duly called for the purpose. A meeting of shareholders shall be held
upon the written request of the holders of shares representing not less than 10%
of the outstanding shares entitled to vote on the matters specified in the
written request. Upon written request by the holders of shares representing at
least $25,000 or 1% of the outstanding shares of that trust stating that such
shareholders wish to communicate with the other shareholders for the purpose of
obtaining the signatures necessary to demand a meeting to consider removal of a
Trustee, the Trustees will, within five business days after receipt of such
request, either provide a list of shareholders or inform such applicants as to
the approximate number of shareholders and the approximate costs of mailing the
request to them. If the second option is chosen by the Trustees, then the
Trustees are generally obligated, upon written request of the applicants, to
mail the requested materials to all shareholders of record (at the expense of
the requesting shareholders). Except as set forth above, the Trustees may
continue to hold office and may appoint successor Trustees.
SHAREHOLDER LIABILITY
Under Massachusetts law, shareholders of either MFT or MFST could, under
certain circumstances, be held personally liable as partners for the obligations
of that trust. However, the Declaration of Trust of each of MFT and MFST
disclaims shareholder liability for acts or obligations of that trust and
provides for indemnification and reimbursement of expenses out of trust property
for any shareholder held personally liable for the obligations of that trust.
The Declaration of Trust of each of MFT and MFST also provides that the trust
shall maintain appropriate insurance (for example, fidelity bonding and errors
and omissions insurance) for the protection of that trust, its shareholders,
Trustees, officers, employees and agents covering possible tort and other
liabilities. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which both inadequate
insurance existed and the trust itself was unable to meet its obligations.
LIABILITY OF DIRECTORS AND TRUSTEES
Under the Declaration of Trust of each of MFT and MFST, the Trustees of that
trust are personally liable only for bad faith, willful misfeasance, gross
negligence or reckless disregard of their duties as Trustees. Under the
Declaration of Trust of each of MFT and MFST, a Trustee or officer will
generally be indemnified against all liability and against all expenses
reasonably incurred or paid by such person in connection with any claim, action,
suit or proceeding in which such person becomes involved as a party or otherwise
by virtue of such person being or having been a Trustee or officer and against
amounts paid or incurred by such person in the settlement thereof.
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<PAGE>
The foregoing is only a summary of certain organizational and governing
documents and Massachusetts business trust law. It is not a complete
description. Shareholders should refer to the provisions of these documents and
state law directly for a more thorough comparison. Copies of the Declaration of
Trust and Bylaws of each of MFT and MFST are available without charge upon
written request to that trust.
INFORMATION RELATING TO THE ADVISORY CONTRACTS
GENERAL INFORMATION
As noted above, Chase Vista Tax Free Income Fund and Chase Vista Select Tax
Free Income Fund are both managed by Chase pursuant to the Advisory Agreements.
Under an Advisory Agreement, Chase has delegated most of its responsibilities
with respect to each Fund to CFAM pursuant to Subadvisory Agreements between
Chase and CFAM. As a result, CFAM is responsible for most of the day-to-day
management functions for each Fund. The same portfolio management team is
responsible for the day-to-day management functions for both Chase Vista Tax
Free Income Fund and Chase Vista Select Tax Free Income Fund. It is anticipated
that during the first quarter of 2001, Chase will transfer its investment
advisory business to CFAM and, thereafter, CFAM will be the sole investment
adviser to Chase Vista Select Tax Free Income Fund and Chase Vista Tax Free
Income Fund.
DESCRIPTION OF CHASE
Chase is an indirect wholly-owned subsidiary of The Chase Manhattan
Corporation, a registered bank holding company ("CMC"). Chase's principal
executive offices are located at 270 Park Avenue, New York, New York 10017.
Chase is a New York State chartered bank that provides commercial banking and
trust services. As of June 30, 2000, Chase and certain of its affiliates
provided investment management services with respect to assets of approximately
$250 billion. CMC's principal executive offices are located at 270 Park Avenue,
New York, New York 10017. On September 13, 2000, CMC and J.P. Morgan & Co.
Incorporated announced that they have agreed to merge. The transaction is
expected to close in the first quarter of 2001 and is subject to approval by
shareholders of both companies, as well as by U.S. Federal and state and foreign
regulatory authorities.
Under each Advisory Agreement, Chase is responsible for making decisions
with respect to, and placing orders for, all purchases and sales of the
portfolio securities of the Funds. Chase's responsibilities under each Advisory
Agreement including supervising the Funds' investments and maintaining a
continuous investment program, placing purchase and sale orders and paying costs
of certain clerical and administrative services involved in managing and
servicing the Funds' investments and complying with regulatory reporting
requirements. Chase delegates certain of these responsibilities with respect to
Chase Vista Tax Free Income Fund and Chase Vista Select Tax Free Income Fund to
CFAM. Under each Advisory Agreement, Chase is obligated to furnish employees,
office space and facilities required for operation of the Funds.
EXPENSES AND ADVISORY FEES. Each Advisory Agreement provides that each of
Chase Vista Tax Free Income Fund and Chase Vista Select Tax Free Income Fund, as
the case may be, will pay Chase a monthly advisory fee based upon the average
daily net assets of such Fund. The annual rate of the advisory fee is 0.30% for
Chase Vista Tax Free Income Fund and 0.30% for Chase Vista Select Tax Free
Income Fund. Chase may waive fees from time to time to assist the Funds in
maintaining competitive yields.
Under each Advisory Agreement, except as indicated above, each Fund is
responsible for its operating expenses including, but not limited to, taxes;
interest; fees (including fees paid to its Trustees who are not affiliated with
Chase or any of their affiliates); fees payable to the SEC; state securities
qualification fees; association membership dues; costs of preparing and printing
prospectuses for regulatory purposes and for distribution to existing
shareholders; advisory and administrative fees; charges of the custodian and
transfer agent; insurance premiums; auditing and legal expenses; costs of
shareholders' reports and shareholder meetings; any extraordinary expenses; and
brokerage fees and commissions, if any, in connection with the purchase or sale
of portfolio securities.
For the fiscal year ended August 31, 2000, Chase accrued management fees and
management fee waivers of approximately $190,000 and $159,000, respectively, for
Chase Vista Tax Free Income Fund. For the fiscal year ended August 31, 2000,
Chase accrued management fees and management fee waivers of approximately
$2,201,000 and $438,000, respectively, for Chase Vista Select Tax Free Income
Fund.
SUBCONTRACTING. Chase is authorized by each Advisory Agreement to employ or
associate with such other persons or entities as it believes to be appropriate
to assist it in the performance of its duties. Any such person is required to be
compensated by Chase, not by the Trusts or the relevant Fund, and to be approved
by the shareholders of that Fund as required by the 1940 Act.
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<PAGE>
LIMITATION ON LIABILITY. Each Advisory Agreement provides that Chase will not
be liable for any error of judgment or mistake of law or for any act or omission
or loss suffered by MFT, MFST or either Fund, as the case may be, in connection
with the performance of that Advisory Agreement except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services or from willful misfeasance, bad faith, or gross negligence in the
performance of its duties or reckless disregard of its obligations and duties
under the Advisory Agreement. Chase would be as fully responsible to MFT, MFST
or either Fund, as the case may be, or a Fund for the acts of any sub-adviser as
it is for its own acts.
DURATION AND TERMINATION. Each Advisory Agreement continues in effect from
year to year with respect to Chase Vista Tax Free Income Fund or Chase Vista
Select Tax Free Income Fund, as the case may be, only so long as such
continuation is approved at least annually by (i) the Board of Trustees of
either MFT or MFST, as the case may be, or the majority vote of the outstanding
voting securities of such Fund, and (ii) a majority of those Trustees who are
neither parties to that Advisory Agreement nor "interested persons," as defined
in the 1940 Act, of any such party, acting in person at a meeting called for the
purpose of voting on such approval. Each Advisory Agreement will terminate
automatically in the event of its "assignment," as defined in the 1940 Act. In
addition, each Advisory Agreement is terminable at any time as to either Fund
without penalty by either the MFT or MFST Board, as the case may be, or by vote
of the majority vote of such Fund's outstanding voting securities upon 60 days'
written notice to Chase, and by Chase on 60 days' written notice to MFT or MFST,
as the case may be.
DESCRIPTION OF CFAM
CFAM is a wholly-owned subsidiary of Chase. CFAM is located at 1211 Avenue
of the Americas, 41st Floor, New York, New York 10036.
DESCRIPTION OF THE SUBADVISORY AGREEMENT
Pursuant to each Subadvisory Agreement, Chase delegates to CFAM portfolio
management duties. With respect to the day-to-day management of Chase Vista Tax
Free Income Fund and Chase Vista Select Tax Free Income Fund, CFAM makes
decisions concerning, and places all orders for, purchases and sales of
securities and helps maintain the records relating to such purchases and sales.
CFAM may, in its discretion, provide such services through its own employees or
the employees of one or more affiliated companies that are qualified to act as
an investment adviser to Chase Vista Tax Free Income Fund and Chase Vista Select
Tax Free Income Fund under applicable laws and are under the common control of
Chase; PROVIDED that (i) all persons, when providing services under each
Subadvisory Agreement, are functioning as part of an organized group of persons,
and (ii) such organized group of persons is managed at all times by authorized
officers of CFAM.
Chase and CFAM bear all expenses in connection with the performance of their
respective services under each Subadvisory Agreement.
As investment adviser, Chase oversees the management of Chase Vista Tax Free
Income Fund and Chase Vista Select Tax Free Income Fund under each Subadvisory
Agreement, and, subject to the general supervision of the MFT Board or the MFST
Board, as the case may be, makes recommendations and provides guidelines to CFAM
based on general economic trends and macroeconomic factors. Among the
recommendations that may be provided by Chase to CFAM are guidelines and
benchmarks against which such Fund would be managed. From the fee paid by Chase
Vista Tax Free Income Fund and Chase Vista Select Tax Free Income Fund under the
Advisory Agreement to Chase, Chase bears responsibility for payment of
subadvisory fees to CFAM. Therefore, neither Chase Vista Tax Free Income Fund or
Chase Vista Select Tax Free Income Fund bears any increase in advisory fee rates
resulting from its Subadvisory Agreement. Each Subadvisory Agreement provides
that CFAM is entitled to receive from Chase, out of its advisory fee, a monthly
management fee as disclosed below under "Subadvisory Fee."
DURATION AND TERMINATION. Each Subadvisory Agreement will continue for
successive one-year periods, provided that such continuation is specifically
approved at least annually (i) by the MFT Board or the MFST Board, as the case
may be, or by a majority of the outstanding voting securities of the relevant
Fund and, in each case, (ii) by a majority of the Trustees who are not
interested persons of the Fund, Chase or CFAM, by vote cast in person at a
meeting called for such purposes. Each Subadvisory Agreement is terminable at
any time, without penalty, by vote of the MFT Board or the MFST Board, as the
case may be, by Chase by the majority of the outstanding voting securities of
Chase Vista Tax Free Income Fund or Chase Vista Select Tax Free Income Fund, as
the case may be, or by CFAM upon 60 days' written notice. The Subadvisory
Agreement will terminate automatically in the event of its assignment, as
defined under the 1940 Act.
20
<PAGE>
SUBADVISORY FEE. As compensation for its services, CFAM receives a fee from
Chase. The fee is at the annual rate of 0.15% of the average daily net assets of
each Fund. The fee, which is accrued daily and payable monthly, is calculated
for each day by multiplying the fraction of one over the number of calendar days
in the year by the 0.15% annual subadvisory fee percentage rate and multiplying
this product by the value of the net assets of Chase Vista Tax Free Income Fund
or Chase Vista Select Tax Free Income Fund, as the case may be, at the close of
business on the previous business day of MFT or MFST.
For the fiscal year ended August 31, 2000, Chase paid subadvisory fees to
CFAM of approximately $1,100,500 and $31,000 with respect to Chase Vista Select
Tax Free Income Fund and Chase Vista Tax Free Income Fund, respectively. THESE
FEES WERE PAID BY CHASE OUT OF THE ADVISORY FEE IT RECEIVED FOR EACH OF CHASE
VISTA SELECT TAX FREE INCOME FUND AND CHASE VISTA TAX FREE INCOME FUND AND WERE
NOT ADDITIONAL CHARGES TO THE FUNDS.
PORTFOLIO MANAGER
Pamela Hunter, Managing Director and Head of Tax Exempt Investments at
Chase, is responsible for the day-to-day management of Chase Vista Tax Free
Income Fund and Chase Vista Select Tax Free Income Fund.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Chase, as the investment adviser to both Chase Vista Tax Free Income Fund
and Chase Vista Select Tax Free Income Fund, has responsibilities with respect
to each Fund's portfolio transactions and brokerage arrangements pursuant to the
Fund's policies, subject to the overall authority of either the MFT or MFST
Board, as the case may be. In addition, the Subadvisory Agreements with CFAM
currently provide that CFAM's responsibilities with respect to portfolio
transactions and brokerage arrangements will be equivalent to those of Chase
under the Advisory Agreements. Accordingly, the description below of Chase's
responsibilities under each Advisory Agreement would also apply to the
subadviser's responsibilities under each Subadvisory Agreement.
Under each Advisory Agreement, Chase, subject to the general supervision of
the applicable Board, is responsible for the placement of orders for the
purchase and sale of portfolio securities for each of Chase Vista Tax Free
Income Fund and Chase Vista Select Tax Free Income Fund with brokers and dealers
selected by Chase. These brokers and dealers may include brokers or dealers
affiliated with Chase to the extent permitted by the 1940 Act and that trust's
policies and procedures applicable to the Funds. Chase shall use its best
efforts to seek to execute portfolio transactions at prices which, under the
circumstances, result in total costs or proceeds being the most favorable to
such Fund. In assessing the best overall terms available for any transaction,
Chase shall consider all factors it deems relevant, including the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer, research services provided to
Chase, and the reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In no event shall Chase be under any duty
to obtain the lowest commission or the best net price for a Fund on any
particular transaction, nor shall Chase be under any duty to execute any order
in a fashion either preferential to such Fund relative to other accounts managed
by Chase or otherwise materially adverse to such other accounts.
In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to Chase, a Fund and/or the other accounts over which
Chase exercises investment discretion. Chase is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if Chase determines in good faith that the total commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities of Chase with respect to accounts
over which it exercises investment discretion. Chase shall report to the MFT
Board or the MFST Board, as the case may be, regarding overall commissions paid
by a Fund and their reasonableness in relation to the benefits to such Fund.
In executing portfolio transactions for Chase Vista Tax Free Income Fund or
Chase Vista Select Tax Free Income Fund, Chase may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to, aggregate the
securities to be sold or purchased with those of other funds or its other
clients if, in Chase's reasonable judgment, such aggregation (i) will result in
an overall economic benefit to such fund, taking into consideration the
advantageous selling or purchase price, brokerage commission and other expenses,
and trading requirements, and (ii) is not inconsistent with the policies set
forth in MFT's or
21
<PAGE>
MFST's registration statement, as the case may be, and such Fund's Prospectus
and Statement of Additional Information. In such event, Chase will allocate the
securities so purchased or sold, and the expenses incurred in the transaction,
in an equitable manner, consistent with its fiduciary obligations to such Fund
and such other clients.
It is possible that certain of the brokerage and research services received
will primarily benefit one or more other investment companies or other accounts
for which Chase exercises investment discretion. Conversely, MFT or any of its
portfolios, including Chase Vista Tax Free Income Fund and MFST or any of its
portfolios, including Chase Vista Select Tax Free Income Fund, may be the
primary beneficiary of the brokerage or research services received as a result
of portfolio transactions effected for such other accounts or investment
companies.
BOARD OF TRUSTEES
The Trustees for MFT and MFST are identical. Set forth below are the current
members of the MFT Board and MFST Board.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND OTHER INFORMATION
---- ------------------------------------------
<S> <C>
Fergus Reid, III Chairman of the Trust. Chairman and Chief
Executive Officer, Lumelite Corporation, since
September 1985; Trustee, Morgan Stanley Funds.
Age: 67. Address: 202 June Road, Stamford, CT
06903.
*H. Richard Vartabedian Trustee and President of the Trust. Investment
Management Consultant, formerly, Senior Investment
Officer, Division Executive of the Investment
Management Division of The Chase Manhattan Bank,
N.A., 1980 through 1991. Age: 64. Address:
P.O. Box 296, Beach Road, Hendrick's Head,
Southport, ME 04576.
William J. Armstrong Trustee. Retired; formerly Vice President and
Treasurer, Ingersoll-Rand Company. Age: 58.
Address: 287 Hampshire Ridge, Park Ridge, NJ
07656.
John R.H. Blum Trustee. Attorney in private practice; formerly,
partner in the law firm of Richards, O'Neil &
Allegaert; Commissioner of Agriculture--State of
Connecticut, 1992-1995. Age: 70. Address: 322 Main
Street, Lakeville, CT 06039.
Roland R. Eppley, Jr. Trustee. Retired; formerly President and Chief
Executive Officer, Eastern States Bankcard
Association Inc., (1971-1988); Director, Jenel
Hydraulics, Inc.; Director of The Hanover
Funds, Inc. Age: 67. Address: 105 Coventry Place,
Palm Beach Gardens, FL 33418.
Stuart W. Cragin, Jr. Trustee. Retired; formerly President, Fairfield
Testing Laboratory, Inc. He has previously served
in a variety of marketing, manufacturing and
general management positions with Union Camp
Corp., Trinity Paper & Plastics Corp., and Conover
Industries. Age: 66. Address: 108 Valley Road, Cos
Cob, CT 06807.
Joseph J. Harkins Trustee. Retired; formerly Commercial Sector
Executive and Executive Vice President of The
Chase Manhattan Bank, N.A. from 1985 through 1989.
He had been employed by Chase in numerous
capacities and offices from 1954 through 1989.
Director of Blessings Corporation, Jefferson
Insurance Company of New York, Monticello
Insurance Company and National. Age: 68. Address:
257 Plantation Circle South, Ponte Vedra Beach, FL
32082.
*Sarah E. Jones Trustee. President and Chief Operating Officer of
Chase Mutual Funds Corp.; formerly Managing
Director for the Global Asset Management and
Private Banking Division of The Chase Manhattan
Bank. Age: 47. Address: Chase Mutual Funds Corp.,
1211 Avenue of the Americas, 41st Floor, New York,
New York 10081.
W.D. MacCallan Trustee. Director of The Adams Express Co. and
Petroleum & Resources Corp. Retired; formerly
Chairman of the Board and Chief Executive Officer
of The Adams Express Co. and Petroleum & Resources
Corp.; Director of The Hanover Funds, Inc. and The
Hanover Investment Funds, Inc. Age: 72. Address:
624 East 45th Street, Savannah, GA 31405.
George E. McDavid Trustee. President, Houston Chronicle Publishing
Company. Age: 69. Address: P.O. Box 2558, Houston,
TX 77252.
W. Perry Neff Trustee. Retired; Independent Financial
Consultant; Director of North America Life
Assurance Co., Petroleum & Resources Corp. and The
Adams Express Co.; Director and Chairman of The
Hanover Funds, Inc.; Director, Chairman and
President of The Hanover Investment Funds, Inc.
Age: 72. Address: RR 1 Box 102, Weston, VT 05181.
*Leonard M. Spalding, Jr. Trustee. Retired; formerly Chief Executive Officer
of Chase Mutual Funds Corp.; formerly President
and Chief Executive Officer of Vista Capital
Management; Chief Investment Executive of The
Chase Manhattan Bank. Age: 64. Address: 2025
Lincoln Park Road, Springfield, KY 40069.
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND OTHER INFORMATION
---- ------------------------------------------
<S> <C>
Richard E. Ten Haken Trustee. Chairman of the Audit Committee. Formerly
District Superintendent of Schools, Monroe No. 2
and Orleans Counties, New York; Chairman of the
Board and President, New York State Teachers'
Retirement System. Age: 65. Address: 4 Barnfield
Road, Pittsford, NY 14534.
Irving L. Thode Trustee. Retired; formerly Vice President of
Quotron Systems. He has previously served in a
number of executive positions with Control Data
Corp., including President of its Latin American
Operations, and General Manager of its Data
Services business. Age: 69. Address: 80 Perkins
Road, Greenwich, CT 06830.
</TABLE>
------------------------
* Asterisks indicate those Trustees that are "Interested Persons" (as defined
in the 1940 Act). Mr. Reid is not an interested person of the Trust's
investment advisers or principal underwriter, but may be deemed an
interested person of either Trust solely by reason of being an officer of
either Trust.
The executive officers of MFT and MFST are identical. Set forth below as to
each executive officer of MFT and MFST is his or her name, age, principal
occupation during the past five years and other directorships held in public
companies.
<TABLE>
<CAPTION>
NAME AND POSITION AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
----------------- --- ------------------------------------------
<S> <C> <C>
Martin R. Dean 37 Treasurer and Assistant Secretary. Vice
President, Administration Services, BISYS
Fund Services, Inc.; formerly Senior
Manager, KPMG Peat Marwick (1987-1994).
Address: 3435 Stelzer Road, Columbus, OH
43219.
Lisa Hurley 45 Secretary. Senior Vice President and
General Counsel, BISYS Fund
Services, Inc.; formerly Counsel to Moore
Capital Management and General Counsel to
Global Asset Management and Northstar
Investments Management. Address: 90 Park
Avenue, New York, NY 10016.
Vicky M. Hayes 37 Assistant Secretary. Vice President and
Global Marketing Manager, Vista Fund
Distributors, Inc.; formerly Assistant
Vice President, Alliance Capital
Management and held various positions with
J. & W. Seligman & Co. Address: 1211
Avenue of the Americas, 41st Floor, New
York, NY 10081.
Alaina Metz 33 Assistant Secretary. Chief Administrative
Officer, BISYS Fund Services, Inc.;
formerly Supervisor, Blue Sky Department,
Alliance Capital Management L.P. Address:
3435 Stelzer Road, Columbus, OH 43219.
</TABLE>
The Trustees and officers of MFT and MFST appearing in the tables above also
serve in the same capacities with respect to Mutual Fund Group, Mutual Fund
Variable Annuity Trust, Mutual Fund Investment Trust, Mutual Fund Select Group,
Capital Growth Portfolio, Growth and Income Portfolio and International Equity
Portfolio (these entities, together with MFT and MFST, are referred to as the
"Chase Vista Funds").
TRANSACTIONS WITH AND REMUNERATION OF TRUSTEES AND OFFICERS
No compensation, direct or otherwise, other than through fees paid to Chase
or CFAM, is payable by either MFT or MFST to any of its officers or Trustees who
are affiliated with Chase or CFAM (or any of their affiliates). Those Trustees
who are not affiliated with Chase or its affiliates will be paid an annual fee
plus a fee for each meeting of the Board of Trustees or any committee thereof
that such Trustee attends, together with reimbursement for reasonable expenses
incurred in attending such meetings. Chase, CFAM and their affiliates have had,
and expect in the future to have, banking and other business transactions in the
ordinary course of business with corporations of which those Trustees who are
not "interested persons" of Chase or CFAM are directors or officers. Any such
transactions are made on substantially the same terms as those prevailing at the
time for comparable transactions with other persons, including, where
applicable, interest rates, collateral, fees and other charges, and do not
involve more than the normal risk of collectibility (in the case of loans) or
present other unfavorable features.
INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION
This Combined Prospectus/Proxy Statement is being furnished in connection
with the solicitation of proxies by the MFT Board for use at the Meeting. It is
expected that the solicitation of proxies will be primarily by mail. MFT's
officers and service providers may also solicit proxies by telephone, facsimile
machine, telegraph, the Internet or personal interview. In addition MFT may
retain the services of professional solicitors to aid in the solicitation of
proxies for a fee. It is anticipated that banks, brokerage
23
<PAGE>
houses and other custodians will be requested on behalf of MFT to forward
solicitation materials to their principals to obtain authorizations for the
execution of proxies. Any Chase Vista Tax Free Income Fund Shareholder giving a
proxy may revoke it at any time before it is exercised by submitting to MFT a
written notice of revocation or a subsequently executed proxy or by attending
the Meeting and electing to vote in person.
Only Chase Vista Tax Free Income Fund Shareholders of record at the close of
business on November 10, 2000 will be entitled to vote at the Meeting. On that
date, there were outstanding and entitled to be voted [____________] Chase Vista
Tax Free Income Fund Shares. Each share or fraction thereof is entitled to one
vote or fraction thereof.
The presence in person or by proxy of Shareholders that own a majority of
the outstanding Chase Vista Tax Free Income Fund Shares will constitute a quorum
for purposes of transacting all business at the Meeting. If a quorum is not
present at the Meeting, sufficient votes in favor of the proposals are not
received by the time scheduled for the Meeting, or Chase Vista Tax Free Income
Fund Shareholders determine to adjourn the Meeting for any other reason, Chase
Vista Tax Free Income Fund Shareholders present (in person or proxy) may adjourn
the Meeting from time to time, without notice other than announcement at the
Meeting. Any such adjournment will require the affirmative vote of Chase Vista
Tax Free Income Fund Shareholders holding a majority of Chase Vista Tax Free
Income Fund Shares present, in person or by proxy, at the Meeting. The persons
named in the Proxy will vote in favor of such adjournment those Chase Vista Tax
Free Income Fund Shares that they are entitled to vote if such adjournment is
necessary to obtain a quorum or if they determine such an adjournment is
desirable for any other reason. Business may be conducted once a quorum is
present and may continue until adjournment of the Meeting notwithstanding the
withdrawal or temporary absence of sufficient Chase Vista Tax Free Income Fund
Shares to reduce the number present to less than a quorum. If the accompanying
proxy is executed and returned in time for the Meeting, the shares covered
thereby will be voted in accordance with the proxy on all matters that may
properly come before the meeting (or any adjournment thereof).
PROXIES
All Chase Vista Tax Free Income Fund Shares represented by each properly
signed proxy received prior to the Meeting will be voted at the Meeting. If a
Chase Vista Tax Free Income Fund Shareholder specifies how the proxy is to be
voted on any of the business to come before the Meeting, it will be voted in
accordance with such specifications. If a Chase Vista Tax Free Income Fund
Shareholder returns its proxy but no direction is made on the proxy, the proxy
will be voted FOR the Proposal described in this Combined Prospectus/Proxy
Statement. Chase Vista Tax Free Income Fund Shareholders voting to ABSTAIN on
the Proposal will be treated as present for purposes of achieving a quorum and
in determining the votes cast on the Proposal, but not as having voted FOR the
Proposal. A properly signed proxy on which a broker has indicated that it has no
authority to vote on the Proposal on behalf of the beneficial owner (a "broker
non-vote") will be treated as present for purposes of achieving a quorum but
will not be counted in determining the votes cast on the Proposal.
A proxy granted by any Chase Vista Tax Free Income Fund Shareholder may be
revoked by such Chase Vista Tax Free Income Fund Shareholder at any time prior
to its use by written notice to MFT, by submission of a later dated Proxy or by
voting in person at the Meeting. If any other matters come before the Meeting,
Proxies will be voted by the persons named as proxies in accordance with their
best judgment.
EXPENSES OF PROXY SOLICITATION
Chase, and not Chase Vista Tax Free Income Fund or Chase Vista Select Tax
Free Income Fund (or shareholders of either fund), will bear the cost of
solicitation of proxies, including the cost of printing, preparing, assembling
and mailing the Notice of Meeting, Combined Prospectus/Proxy Statement and form
of proxy. In addition to solicitations by mail, proxies may also be solicited by
officers and regular employees of MFT by personal interview, by telephone or by
telegraph without additional remuneration thereof. Professional solicitors may
also be retained.
SHAREHOLDER APPROVALS
Approval of the Reorganization Plan (and the transactions contemplated
thereby) requires the affirmative vote of the lesser of (i) 67% or more of Chase
Vista Tax Free Income Fund Shares present at the Meeting and (ii) more than 50%
of all outstanding Chase Vista Tax Free Income Fund Shares. In tallying Chase
Vista Tax Free Income Fund Shareholder votes, abstentions and broker non-votes
(i.e., proxies sent in by brokers and other nominees that cannot be voted on a
proposal because instructions have not been received from the beneficial owners)
will be counted for purposes of determining whether or not a quorum
24
<PAGE>
is present for purposes of convening the Meeting. Abstentions and broker
non-votes will be considered to be a vote against each proposal.
INTERESTED PARTIES
On the Record Date, the Trustees and officers of Chase Vista Tax Free Income
Fund as a group owned less than 1% of the outstanding shares of Chase Vista Tax
Free Income Fund. On the Record Date, the name, address and percentage ownership
of the persons who owned beneficially more than 5% of any class or series of
shares of Chase Vista Tax Free Income Fund and the percentage of any class or
series of shares of Chase Vista Select Tax Free Income Fund that would be owned
by such persons upon consummation of the Reorganization based upon their
holdings at November 10, 2000 are as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF CLASS OF
CHASE VISTA CHASE VISTA TAX SHARES OF CHASE VISTA
TAX FREE AMOUNT OF FREE INCOME FUND SELECT TAX FREE
INCOME SHARES SHARES OWNED ON INCOME FUND OWNED
FUND NAME AND ADDRESS OWNED RECORD DATE UPON CONSUMMATION
---- ------------------------------ ---------- ----------------- -----------------------
<C> <S> <C> <C> <C>
</TABLE>
At November 10, 2000 the Trustees and officers of MFST as a group owned less
than 1% of the outstanding shares of Chase Vista Select Tax Free Income Fund.
At November 10, 2000 the name, address and share ownership of the persons
who owned beneficially more than 5% of any class of Chase Vista Select Tax Free
Income Fund and the percentage of shares that would be owned by such person upon
consummation of the Reorganization based upon their holdings at November 10,
2000 were as follows:
<TABLE>
<CAPTION>
CHASE VISTA
SELECT CLASS AND PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
TAX FREE AMOUNT CLASS OWNED FUND SHARES CLASS OWNED
INCOME OF SHARES ON RECORD OWNED ON UPON
FUND NAME AND ADDRESS OWNED DATE RECORD DATE CONSUMMATION
---- ------------------------- ---------- ------------- ------------- --------------
<C> <S> <C> <C> <C> <C>
</TABLE>
ADDITIONAL INFORMATION ABOUT MFT
Information about Chase Vista Tax Free Income Fund is included in the
Prospectus dated December 29, 1999, which is incorporated by reference and
enclosed herein. Additional information about Chase Vista Tax Free Income Fund
is also included in MFT's Statement of Additional Information dated December 29,
1999 which has been filed with the SEC and which is incorporated herein by
reference. Copies of the Statement of Additional Information may be obtained
without charge by calling 1-800-34-VISTA. MFT is subject to the requirements of
the 1940 Act and, in accordance with such requirements, files reports and other
information with the SEC. These materials can be inspected and copied at the
Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional Offices at 7 World Trade
Center, Suite 1300, New York, NY 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates,
and is also available on the SEC's web site at http://www.sec.gov.
ADDITIONAL INFORMATION ABOUT MFST
Information about Chase Vista Select Tax Free Income Fund is included in the
Prospectus dated December 29, 1999, which is incorporated by reference and
enclosed herein. Additional information about Chase Vista Select Tax Free Income
Fund is also included in MFST's Statement of Additional Information dated
December 29, 1999, which has been filed with the SEC and which is incorporated
herein by reference. Copies of the Statement of Additional information may be
obtained without charge by calling 1-800-34-VISTA. MFST is subject to the
requirements of the 1940 Act and, in accordance with such requirements, files
reports and other information with the SEC. These materials can be inspected and
copied at the Public Reference Facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549,
25
<PAGE>
and at the SEC's Regional Offices at 7 World Trade Center, Suite 1300, New York,
NY 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also be obtained from the Public Reference Branch,
Office of Consumer Affairs and Information Services, Securities and Exchange
Commission, Washington, D.C. 20549, at prescribed rates, and are also available
on the SEC's web site at http://www.sec.gov.
FINANCIAL STATEMENTS AND EXPERTS
The audited financial statements and financial highlights and notes thereto
of Chase Vista Tax Free Income Fund and Chase Vista Select Tax Free Income Fund
for the fiscal year ended August 31, 2000 are incorporated by reference herein
and into the Statement of Additional Information related to this Combined
Prospectus/Proxy Statement. The audited financial statements and financial
highlights for Chase Vista Tax Free Income Fund and Chase Vista Select Tax Free
Income Fund have been incorporated herein by reference in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on their authority
as experts in auditing and accounting.
OTHER BUSINESS
The MFT Board knows of no other business to be brought before the Meeting.
However, if any other matters come before the Meeting, it is the intention of
the MFT Board that proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
LITIGATION
Neither MFT nor MFST is involved in any litigation that would have any
material adverse effect upon either Chase Vista Tax Free Income Fund or Chase
Vista Select Tax Free Income Fund.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to MFT in writing at the address on
the cover page of this Combined Prospectus/Proxy Statement or by telephoning
1-800-34-VISTA.
* * *
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED
TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
26
<PAGE>
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") made this 31st day of
October, 2000 by and between Mutual Fund Trust (the "Transferor Trust"), a
Massachusetts business trust, on behalf of Chase Vista Tax Free Income Fund (the
"Transferor Portfolio") and Mutual Fund Select Trust (the "Acquiring Trust") and
Chase Vista Select Tax Free Income Fund (the "Acquiring Portfolio").
WHEREAS, the Board of Trustees of each of the Transferor Trust and the
Acquiring Trust has determined that the transfer of all of the assets and
liabilities of the Transferor Portfolio to the Acquiring Portfolio is in the
best interests of the Transferor Portfolio and the Acquiring Portfolio, as well
as the best interests of shareholders of the Transferor Portfolio and the
Acquiring Portfolio, and that the interests of existing shareholders would not
be diluted as a result of this transaction;
WHEREAS, each of the Transferor Trust and the Acquiring Trust intends to
provide for the reorganization of the Transferor Portfolio (the
"Reorganization") through the acquisition by the Acquiring Portfolio of all of
the assets, subject to all of the liabilities, of the Transferor Portfolio in
exchange for shares of beneficial interest, par value $.001 per share, of the
Acquiring Portfolio (the "Acquiring Portfolio Shares"), the liquidation of the
Transferor Portfolio and the distribution to Transferor Portfolio shareholders
of such Acquiring Portfolio Shares, all pursuant to the provisions of
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code");
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. TRANSFER OF ASSETS OF THE TRANSFEROR PORTFOLIO IN EXCHANGE FOR THE ACQUIRING
PORTFOLIO SHARES AND LIQUIDATION OF THE TRANSFEROR PORTFOLIO
(a) PLAN OF REORGANIZATION.
(i) The Transferor Trust on behalf of the Transferor Portfolio listed
above, will convey, transfer and deliver to the Acquiring Portfolio all of the
then existing assets of the Transferor Portfolio (consisting, without
limitation, of portfolio securities and instruments, dividend and interest
receivables, cash and other assets). In consideration thereof, the Acquiring
Trust on behalf of the Acquiring Portfolio will (A) assume and pay, to the
extent that they exist on or after the Effective Time of the Reorganization (as
defined in Section 1(b)(i) hereof), all of the obligations and liabilities of
the Transferor Portfolio and (B) issue and deliver to the Transferor Portfolio
full and fractional shares of beneficial interest of the Acquiring Portfolio,
with respect to the Acquiring Portfolio equal to that number of full and
fractional Acquiring Portfolio Shares as determined in Section 1(c) hereof. The
Acquiring Portfolio Shares issued and delivered to the Transferor Portfolio
shall be of Class A share classes in exchange for Class A Shares of the
Transferor Portfolio and the Class B share class in exchange for Class B Shares
of the Transferor Portfolio, with the amounts of shares of each class to be
determined by the parties. Any shares of capital stock (if any), par value $.001
per share, of the Transferor Portfolio ("Transferor Portfolio Shares") held in
the treasury of the Transferor Trust at the Effective Time of the Reorganization
shall thereupon be retired. Such transactions shall take place on the date
provided for in Section 1(b) hereof (the "Exchange Date"). All computations for
the Transferor Portfolio and the Acquiring Portfolio shall be performed by The
Chase Manhattan Bank (the "Custodian"), as custodian and pricing agent for the
Transferor Portfolio and the Acquiring Portfolio. The determination of said
Custodian shall be conclusive and binding on all parties in interest.
(ii) As of the Effective Time of the Reorganization, the Transferor Trust
will liquidate and distribute pro rata to its shareholders of record
("Transferor Portfolio Shareholders") as of the Effective Time of the
Reorganization the Acquiring Portfolio Shares received by such Transferor
Portfolio pursuant to Section 1(a)(i) in actual or constructive exchange for the
shares of the Transferor Portfolio held by the Transferor Portfolio
shareholders. Such liquidation and distribution will be accomplished by the
transfer of the Acquiring Portfolio Shares then credited to the account of each
Transferor Portfolio on the books of the Acquiring Portfolio, to open accounts
on the share records of the Acquiring Portfolio in the names of the Transferor
Portfolio shareholders and representing the respective pro rata number of the
Acquiring Portfolio Shares due such shareholders. The Acquiring Portfolio will
not issue certificates representing the Acquiring Portfolio Shares in connection
with such exchange.
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(iii) As soon as practicable after the Effective Time of the
Reorganization, the Transferor Trust shall take all the necessary steps under
Massachusetts law, the Transferor Trust's Declaration of Trust and any other
applicable law to effect a complete dissolution of the Transferor Portfolio.
(b) EXCHANGE DATE AND EFFECTIVE TIME OF THE REORGANIZATION.
(i) Subject to the satisfaction of the conditions to the Reorganization
specified in this Plan, the Reorganization shall occur as of the close of
regularly scheduled trading on the New York Stock Exchange (the "Effective Time
of the Reorganization") on February 19, 2001, or such later date as may be
agreed upon by the parties (the "Exchange Date").
(ii) All acts taking place on the Exchange Date shall be deemed to take
place simultaneously as of the Effective Time of the Reorganization unless
otherwise provided.
(iii) In the event that on the proposed Exchange Date (A) the New York
Stock Exchange shall be closed to trading or trading thereon shall be
restricted, or (B) trading or the reporting of trading on said Exchange or
elsewhere shall be disrupted so that accurate valuation of the net assets of the
Acquiring Portfolio or the Transferor Portfolio is impracticable, the Exchange
Date shall be postponed until the first business day after the day when trading
shall have been fully resumed and reporting shall have been restored.
(iv) On the Exchange Date, portfolio securities of the Transferor
Portfolio shall be transferred by the Custodian to the accounts of the Acquiring
Portfolio duly endorsed in proper form for transfer, in such condition as to
constitute good delivery thereof in accordance with the custom of brokers, and
shall be accompanied by all necessary federal and state stock transfer stamps or
a check for the appropriate purchase price thereof.
(c) VALUATION.
(i) The net asset value of the shares of the Acquiring Portfolio and the
net value of the assets of the Transferor Portfolio to be transferred in
exchange therefore shall be determined as of the Effective Time of the
Reorganization. The net asset value of the Acquiring Portfolio Shares shall be
computed by the Custodian in the manner set forth in the Acquiring Trust's
Declaration of Trust or By-laws and then current prospectus and statement of
additional information and shall be computed to not less than two decimal
places. The net value of the assets of the Transferor Portfolio to be
transferred shall be computed by the Custodian by calculating the value of the
assets transferred by the Transferor Portfolio and by subtracting therefrom the
amount of the liabilities assigned and transferred to the Acquiring Portfolio,
said assets and liabilities to be valued in the manner set forth in the
Transferor Trust's Declaration of Trust or By-laws and then current prospectus
and statement of additional information.
(ii) The number of Class A shares of the Acquiring Portfolio Shares to be
issued (including fractional shares, if any) by the Acquiring Portfolio in
exchange for the Transferor Portfolio's assets attributable to the Transferor
Portfolio's Class A shares shall be determined by an exchange ratio computed by
dividing the net value of the Transferor Portfolio's assets attributable to
Class A shares by the net asset value per share of the Class A shares of the
Acquiring Portfolio, both as determined in accordance with Section 1(c)(i). The
number of Class B shares of the Acquiring Portfolio Shares to be issued
(including fractional shares, if any) by the Acquiring Portfolio in exchange for
the Transferor Portfolio's assets attributable to the Transferor Portfolio's
Class B shares shall be determined by an exchange ratio computed by dividing the
net value of the Transferor Portfolio's assets attributable to Class B shares by
the net asset value per share of the Class B shares of the Acquiring Portfolio,
both as determined in accordance with Section 1(c)(i).
(iii) All computations of value shall be made by the Custodian in
accordance with its regular practice as pricing agent for the Acquiring
Portfolio and the Transferor Portfolio.
2. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING TRUST
The Acquiring Trust represents and warrants as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The Acquiring Trust is a business trust
that is duly organized, validly existing and in good standing under the laws of
the Commonwealth of Massachusetts and has the power to carry on its business as
it is now being conducted. The Acquiring Portfolio is a validly existing series
of shares of such business trust representing interests therein under the laws
of Massachusetts. Each of the
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Acquiring Portfolio and the Acquiring Trust have all necessary federal, state
and local authorization to own all of its properties and assets and to carry on
its business as now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. The Acquiring Trust is registered
under the Investment Company Act of 1940, as amended (the "Act") as an open-end
investment company of the management type; such registration has not been
revoked or rescinded and is in full force and effect.
(c) CURRENT OFFERING DOCUMENTS. The current prospectus and statement of
additional information of the Acquiring Trust, as amended, included in the
Acquiring Trust's registration statement on Form N-1A filed with the Securities
and Exchange Commission, comply in all material respects with the requirements
of the Securities Act of 1933, as amended (the "Securities Act") and the Act and
do not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(d) CAPITALIZATION. The Acquiring Trust has an unlimited number of
authorized shares of beneficial interest, par value $.001 per share, of which as
of August 31, 2000 there were outstanding 120,377,133 shares of the Acquiring
Portfolio, and no shares of such Portfolio were held in the treasury of the
Acquiring Trust. All of the outstanding shares of the Acquiring Trust have been
duly authorized and are validly issued, fully paid and nonassessable (except as
disclosed in the Acquiring Trust's prospectus and recognizing that under
Massachusetts law, shareholders of an Acquiring Trust portfolio could, under
certain circumstances, be held personally liable for the obligations of such
Acquiring Trust portfolio). Because the Acquiring Trust is an open-end
investment company engaged in the continuous offering and redemption of its
shares, the number of outstanding shares may change prior to the Effective Time
of the Reorganization. All of the issued and outstanding shares of the Acquiring
Portfolio have been offered and sold in compliance in all material respects with
applicable registration requirements of the Securities Act and applicable state
securities laws.
(e) FINANCIAL STATEMENTS. The financial statements of the Acquiring Trust
with respect to the Acquiring Portfolio for the fiscal year ended August 31,
2000, which have been audited by PricewaterhouseCoopers LLP, fairly present the
financial position of the Acquiring Portfolio as of the dates thereof and the
respective results of operations and changes in net assets for each of the
periods indicated in accordance with generally accepted accounting principles
("GAAP").
(f) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Portfolio Shares
to be issued in connection with the Reorganization will be duly authorized and
upon consummation of the Reorganization will be validly issued, fully paid and
nonassessable (except as disclosed in the Trust's prospectus and recognizing
that under Massachusetts law, shareholders of an Acquiring Trust portfolio
could, under certain circumstances, be held personally liable for the
obligations of such portfolio).
(g) AUTHORITY RELATIVE TO THIS PLAN. The Acquiring Trust, on behalf of the
Acquiring Portfolio, has the power to enter into this Plan and to carry out its
obligations hereunder. The execution and delivery of this Plan and the
consummation of the transactions contemplated hereby have been duly authorized
by the Acquiring Trust's Board of Trustees and no other proceedings by the
Acquiring Trust other than those contemplated under this Plan are necessary to
authorize its officers to effectuate this Plan and the transactions contemplated
hereby. The Acquiring Trust is not a party to or obligated under any provision
of its Declaration of Trust or By-laws, or under any indenture or contract
provision or any other commitment or obligation, or subject to any order or
decree, which would be violated by or which would prevent its execution and
performance of this Plan in accordance with its terms.
(h) LIABILITIES. There are no liabilities of the Acquiring Portfolio,
whether actual or contingent and whether or not determined or determinable,
other than liabilities disclosed or provided for in the Acquiring Trust's
financial statements with respect to the Acquiring Portfolio and liabilities
incurred in the ordinary course of business subsequent to August 31, 2000 or
otherwise previously disclosed to the Acquiring Trust with respect to the
Acquiring Portfolio, none of which has been materially adverse to the business,
assets or results of operations of the Acquiring Portfolio.
(i) NO MATERIAL ADVERSE CHANGE. Since August 31, 2000, there has been no
material adverse change in the financial condition, results of operations,
business, properties or assets of the Acquiring Portfolio, other than those
occurring in the ordinary course of business (for these purposes, a decline in
net asset value and a decline in net assets due to redemptions do not constitute
a material adverse change).
(j) LITIGATION. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the Acquiring Trust, threatened which would adversely
affect the Acquiring Trust or the Acquiring Portfolio's assets or business or
which would prevent or hinder consummation of the transactions contemplated
hereby,
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there are no facts which would form the basis for the institution of
administrative proceedings against the Acquiring Trust or the Acquiring
Portfolio and, to the knowledge of the Acquiring Trust, there are no regulatory
investigations of the Acquiring Trust or the Acquiring Portfolio, pending or
threatened, other than routine inspections and audits.
(k) CONTRACTS. No default exists under any material contract or other
commitment to which the Acquiring Trust, on behalf of the Acquiring Portfolio,
is subject.
(l) TAXES. The federal income tax returns of the Acquiring Trust with
respect to the Acquiring Portfolio, and all other income tax returns required to
be filed by the Acquiring Trust with respect to the Acquiring Portfolio, have
been filed for all taxable years to and including August 31, 1999, and all taxes
payable pursuant to such returns have been paid. To the knowledge of the
Acquiring Trust, no such return is under audit and no assessment has been
asserted in respect of any such return. All federal and other taxes owed by the
Acquiring Trust with respect to the Acquiring Portfolio have been paid so far as
due.
(m) NO APPROVALS REQUIRED. Except for the Registration Statement (as defined
in Section 4(a) hereof) and the approval of the Transferor Portfolio's
shareholders (referred to in Section 6(a) hereof), no consents, approvals,
authorizations, registrations or exemptions under federal or state laws are
necessary for the consummation by the Acquiring Trust of the Reorganization,
except such as have been obtained as of the date hereof.
3. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR TRUST
The Transferor Trust represents and warrants as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The Transferor Trust is a business trust
that is duly organized, validly existing and in good standing under the laws of
the Commonwealth of Massachusetts and has the power to carry on its business as
it is now being conducted. The Transferor Portfolio is a validly existing series
of shares of such business trust representing interests therein under the laws
of Massachusetts. Each of Transferor Portfolio and the Transferor Trust has all
necessary federal, state and local authorization to own all of its properties
and assets and to carry on its business as now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. The Transferor Trust is registered
under the Act as an open-end investment company of the management type; such
registration has not been revoked or rescinded and is in full force and effect.
(c) CURRENT OFFERING DOCUMENTS. The current prospectus and statement of
additional information of the Transferor Trust, as amended, included in the
Transferor Trust's registration statement on Form N-1A filed with the
Commission, comply in all material respects with the requirements of the
Securities Act and the Act and do not contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
(d) CAPITALIZATION. The Transferor Trust has an unlimited number of
authorized shares of beneficial interest, par value $.001 per share, of which as
of August 31, 2000 there were outstanding 4,046,627 Class A shares and 889,742
Class B Shares, and no shares of such Portfolio were held in the treasury of the
Transferor Trust. All of the outstanding shares of the Transferor Trust have
been duly authorized and are validly issued, fully paid and nonassessable
(except as disclosed in the Transferor Trust's prospectus and recognizing that
under Massachusetts law, shareholders of a Trust portfolio could, under certain
circumstances, be held personally liable for the obligations of such Trust
portfolio). Because the Transferor Trust is an open-end investment company
engaged in the continuous offering and redemption of its shares, the number of
outstanding shares may change prior to the Effective Time of the Reorganization.
All such shares will, at the Exchange Date, be held by the shareholders of
record of the Transferor Portfolio as set forth on the books and records of the
Transferor Trust in the amounts set forth therein, and as set forth in any list
of shareholders of record provided to the Acquiring Portfolio for purposes of
the Reorganization, and no such shareholders of record will have any preemptive
rights to purchase any Transferor Portfolio shares, and the Transferor Portfolio
does not have outstanding any options, warrants or other rights to subscribe for
or purchase any Transferor Portfolio shares (other than any existing dividend
reinvestment plans of the Transferor Portfolio or as set forth in this Plan),
nor are there outstanding any securities convertible into any shares of the
Transferor Portfolio (except pursuant to any existing exchange privileges
described in the current prospectus and statement of additional information of
the Transferor Trust). All of the Transferor Portfolio's issued and outstanding
shares have been offered and sold in compliance in all material respects with
applicable registration requirements of the Securities Act and applicable state
securities laws.
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(e) FINANCIAL STATEMENTS. The financial statements for the Transferor Trust
with respect to the Transferor Portfolio for the fiscal year ended August 31,
2000, which have been audited by PricewaterhouseCoopers LLP, fairly present the
financial position of the Transferor Portfolio as of the dates thereof and the
respective results of operations and changes in net assets for each of the
periods indicated in accordance with GAAP.
(f) AUTHORITY RELATIVE TO THIS PLAN. The Transferor Trust, on behalf of the
Transferor Portfolio, has the power to enter into this Plan and to carry out its
obligations hereunder. The execution and delivery of this Plan and the
consummation of the transactions contemplated hereby have been duly authorized
by the Transferor Trust's Board of Trustees and no other proceedings by the
Transferor Trust other than those contemplated under this Plan are necessary to
authorize its officers to effectuate this Plan and the transactions contemplated
hereby. The Transferor Trust is not a party to or obligated under any provision
of its Declaration of Trust or By-laws, or under any indenture or contract
provision or any other commitment or obligation, or subject to any order or
decree, which would be violated by or which would prevent its execution and
performance of this Plan in accordance with its terms.
(g) LIABILITIES. There are no liabilities of the Transferor Portfolio,
whether actual or contingent and whether or not determined or determinable,
other than liabilities disclosed or provided for in the Transferor Trust's
Financial Statements with respect to the Transferor Portfolio and liabilities
incurred in the ordinary course of business subsequent to August 31, 2000, or
otherwise previously disclosed to the Transferor Trust with respect to the
Transferor Portfolio, none of which has been materially adverse to the business,
assets or results of operations of the Transferor Portfolio.
(h) NO MATERIAL ADVERSE CHANGE. Since August 31, 2000, there has been no
material adverse change in the financial condition, results of operations,
business, properties or assets of the Transferor Portfolio, other than those
occurring in the ordinary course of business (for these purposes, a decline in
net asset value and a decline in net assets due to redemptions do not constitute
a material adverse change).
(i) LITIGATION. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the Transferor Trust, threatened which would adversely
affect the Transferor Trust or the Transferor Portfolio' assets or business or
which would prevent or hinder consummation of the transactions contemplated
hereby, there are no facts which would form the basis for the institution of
administrative proceedings against the Transferor Trust or the Transferor
Portfolio and, to the knowledge of the Transferor Trust, there are no regulatory
investigations of the Transferor Trust or the Transferor Portfolio, pending or
threatened, other than routine inspections and audits.
(j) CONTRACTS. The Transferor Trust, on behalf of the Transferor Portfolio,
is not subject to any contracts or other commitments (other than this Plan)
which will not be terminated with respect to the Transferor Portfolio without
liability to the Transferor Trust or the Transferor Portfolio as of or prior to
the Effective Time of the Reorganization.
(k) TAXES. The federal income tax returns of the Transferor Trust with
respect to the Transferor Portfolio, and all other income tax returns required
to be filed by the Transferor Trust with respect to each Transferor Portfolio,
have been filed for all taxable years to and including August 31, 1999, and all
taxes payable pursuant to such returns have been paid. To the knowledge of the
Transferor Trust, no such return is under audit and no assessment has been
asserted in respect of any such return. All federal and other taxes owed by the
Transferor Trust with respect to the Transferor Portfolio have been paid so far
as due.
(l) NO APPROVALS REQUIRED. Except for the Registration Statement (as
defined in Section 4(a) hereof) and the approval of the Transferor Portfolio's
shareholders referred to in Section 6(a) hereof, no consents, approvals,
authorizations, registrations or exemptions under federal or state laws are
necessary for the consummation by the Transferor Trust of the Reorganization,
except such as have been obtained as of the date hereof.
4. COVENANTS OF THE ACQUIRING TRUST
The Acquiring Trust covenants to the following:
(a) REGISTRATION STATEMENT. On behalf of the Acquiring Portfolio, the
Acquiring Trust shall file with the Commission a Registration Statement on Form
N-14 (the "Registration Statement") under the Securities Act relating to the
Acquiring Portfolio Shares issuable hereunder and the proxy statement of the
Transferor Portfolio relating to the meeting of the Transferor Portfolio's
shareholders referred to in Section 5(a) herein. At the time the Registration
Statement becomes effective, the Registration Statement (i) will comply in all
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material respects with the provisions of the Securities Act and the rules and
regulations of the Commission thereunder (the "Regulations") and (ii) will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at the time the Registration Statement becomes effective, at the
time of the Transferor Portfolio shareholders' meeting referred to in
Section 5(a) hereof, and at the Effective Time of the Reorganization, the
prospectus/proxy statement (the "Prospectus") and statement of additional
information (the "Statement of Additional Information") included therein, as
amended or supplemented by any amendments or supplements filed by the Trust,
will not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(b) COOPERATION IN EFFECTING REORGANIZATION. The Acquiring Trust agrees to
use all reasonable efforts to effectuate the Reorganization, to continue in
operation thereafter, and to obtain any necessary regulatory approvals for the
Reorganization. The Acquiring Trust shall furnish such data and information
relating to the Acquiring Trust as shall be reasonably requested for inclusion
in the information to be furnished to the Transferor Portfolio shareholders in
connection with the meeting of the Transferor Portfolio's shareholders for the
purpose of acting upon this Plan and the transactions contemplated herein.
(c) OPERATIONS IN THE ORDINARY COURSE. Except as otherwise contemplated by
this Plan, the Acquiring Trust shall conduct the business of the Transferor
Portfolio in the ordinary course until the consummation of the Reorganization,
it being understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions.
5. COVENANTS OF THE TRANSFEROR TRUST
The Transferor Trust covenants to the following:
(a) MEETING OF THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. The Transferor
Trust shall call and hold a meeting of the shareholders of the Transferor
Portfolio for the purpose of acting upon this Plan and the transactions
contemplated herein.
(b) PORTFOLIO SECURITIES. With respect to the assets to be transferred in
accordance with Section 1(a), the Transferor Portfolio's assets shall consist of
all property and assets of any nature whatsoever, including, without limitation,
all cash, cash equivalents, securities, claims and receivables (including
dividend and interest receivables) owned, and any deferred or prepaid expenses
shown as an asset on the Trust's books. At least five (5) business days prior to
the Exchange Date, the Transferor Portfolio will provide the Trust, for the
benefit of the Acquiring Portfolio, with a list of its assets and a list of its
stated liabilities. The Transferor Portfolio shall have the right to sell any of
the securities or other assets shown on the list of assets prior to the Exchange
Date but will not, without the prior approval of the Trust, on behalf of the
Acquiring Portfolio, acquire any additional securities other than securities
which the Acquiring Portfolio is permitted to purchase, pursuant to its
investment objective and policies or otherwise (taking into consideration its
own portfolio composition as of such date). In the event that the Transferor
Portfolio holds any investments that the Acquiring Portfolio would not be
permitted to hold, the Transferor Portfolio will dispose of such securities
prior to the Exchange Date to the extent practicable, to the extent permitted by
its investment objective and policies and to the extent that its shareholders
would not be materially affected in an adverse manner by such a disposition. In
addition, the Trust will prepare and deliver immediately prior to the Effective
Time of the Reorganization, a Statement of Assets and Liabilities of the
Transferor Portfolio, prepared in accordance with GAAP (each, a "Schedule"). All
securities to be listed in the Schedule for the Transferor Portfolio as of the
Effective Time of the Reorganization will be owned by the Transferor Portfolio
free and clear of any liens, claims, charges, options and encumbrances, except
as indicated in such Schedule, and, except as so indicated, none of such
securities is or, after the Reorganization as contemplated hereby, will be
subject to any restrictions, legal or contractual, on the disposition thereof
(including restrictions as to the public offering or sale thereof under the
Securities Act) and, except as so indicated, all such securities are or will be
readily marketable.
(c) REGISTRATION STATEMENT. In connection with the preparation of the
Registration Statement, the Transferor Trust will cooperate with the Acquiring
Trust and will furnish to the Acquiring Trust the information relating to the
Transferor Portfolio required by the Securities Act and the Regulations to be
set forth in the Registration Statement (including the Prospectus and Statement
of Additional Information). At the time the Registration Statement becomes
effective, the Registration Statement, insofar as it relates to the Transferor
Portfolio, (i) will comply in all material respects with the provisions of the
Securities Act and the Regulations and (ii) will not contain an untrue statement
of a material fact or omit to state a material fact
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required to be stated therein or necessary to make the statements therein not
misleading; and at the time the Registration Statement becomes effective, at the
time of the Transferor Portfolio's shareholders' meeting referred to in
Section 5(a) and at the Effective Time of the Reorganization, the Prospectus and
Statement of Additional Information, as amended or supplemented by any
amendments or supplements filed by the Transferor Trust, insofar as they relate
to the Transferor Portfolio, will not contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in this subsection
shall apply only to statements in or omissions from the Registration Statement,
Prospectus or Statement of Additional Information made in reliance upon and in
conformity with information furnished by the Transferor Portfolio for use in the
registration statement, prospectus or statement of additional information as
provided in this Section 5(c).
(d) COOPERATION IN EFFECTING REORGANIZATION. The Transferor Trust agrees to
use all reasonable efforts to effectuate the Reorganization and to obtain any
necessary regulatory approvals for the Reorganization.
(e) OPERATIONS IN THE ORDINARY COURSE. Except as otherwise contemplated by
this Plan, the Transferor Trust shall conduct the business of the Transferor
Portfolio in the ordinary course until the consummation of the Reorganization,
it being understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions.
(f) STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in
any case within 60 days after the Exchange Date, the Transferor Trust on behalf
of the Transferor Portfolio, shall prepare a statement of the earnings and
profits of the Transferor Portfolio for federal income tax purposes, and of any
capital loss carryovers and other items that the Acquiring Portfolio will
succeed to and take into account as a result of Section 381 of the Code.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRANSFEROR TRUST
The obligations of the Transferor Portfolio with respect to the consummation of
the Reorganization are subject to the satisfaction of the following conditions:
(a) APPROVAL BY THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. This Plan and the
transactions contemplated by the Reorganization shall have been approved by the
requisite vote of the shares of the Transferor Portfolio entitled to vote on the
matter ("Transferor Shareholder Approval").
(b) COVENANTS, WARRANTIES AND REPRESENTATIONS. The Acquiring Trust shall
have complied with each of its covenants contained herein, each of the
representations and warranties contained herein shall be true in all material
respects as of the Effective Time of the Reorganization (except as otherwise
contemplated herein), and there shall have been no material adverse change (as
described in Section 2(i)) in the financial condition, results of operations,
business, properties or assets of each of the Acquiring Portfolio since
August 31, 2000.
(c) REGULATORY APPROVAL. The Registration Statement shall have been
declared effective by the Commission and no stop orders under the Securities Act
pertaining thereto shall have been issued, and all other approvals,
registrations, and exemptions under federal and state laws considered to be
necessary shall have been obtained (collectively, the "Regulatory Approvals").
(d) TAX OPINION. The Transferor Trust shall have received the opinion of
Simpson Thacher & Bartlett, dated on or before the Exchange Date, addressed to
and in form and substance satisfactory to the Transferor Trust, as to certain of
the federal income tax consequences under the Code of the Reorganization,
insofar as it relates to the Transferor Portfolio and the Acquiring Portfolio,
and to shareholders of each Transferor Portfolio (the "Tax Opinion"). For
purposes of rendering the Tax Opinion, Simpson Thacher & Bartlett may rely
exclusively and without independent verification, as to factual matters, upon
the statements made in this Plan, the Prospectus and Statement of Additional
Information, and upon such other written representations as the President or
Treasurer of the Transferor Trust will have verified as of the Effective Time of
the Reorganization. The Tax Opinion will be to the effect that, based on the
facts and assumptions stated therein, for federal income tax purposes: (i) the
Reorganization will constitute a reorganization within the meaning of section
368(a)(1) of the Code with respect to the Transferor Portfolio and the Acquiring
Portfolio; (ii) no gain or loss will be recognized by any of the Transferor
Portfolio or the Acquiring Portfolio upon the transfer of all the assets and
liabilities, if any, of the Transferor Portfolio to the Acquiring Portfolio
solely in exchange for shares of the Acquiring Portfolio or upon the
distribution of the shares of the Acquiring Portfolio to the holders of the
shares of the Transferor Portfolio solely in exchange for all of the shares of
the Transferor Portfolio; (iii) no gain or loss will be recognized by
shareholders of the Transferor
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Portfolio upon the exchange of shares of such Transferor Portfolio solely for
shares of the Acquiring Portfolio; (iv) the holding period and tax basis of the
shares of the Acquiring Portfolio received by each holder of shares of the
Transferor Portfolio pursuant to the Reorganization will be the same as the
holding period and tax basis of shares of the Transferor Portfolio held by the
shareholder (provided the shares of the Transferor Portfolio were held as a
capital asset on the date of the Reorganization) immediately prior to the
Reorganization; and (v) the holding period and tax basis of the assets of the
Transferor Portfolio acquired by the Acquiring Portfolio will be the same as the
holding period and tax basis of those assets to the Transferor Portfolio
immediately prior to the Reorganization.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING TRUST
The obligations of the Acquiring Trust with respect to the consummation of the
Reorganization are subject to the satisfaction of the following conditions:
(a) APPROVAL BY THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. The Transferor
Shareholder Approval shall have been obtained.
(b) COVENANTS, WARRANTIES AND REPRESENTATIONS. The Transferor Trust shall
have complied with each of its covenants contained herein, each of the
representations and warranties contained herein shall be true in all material
respects as of the Effective Time of the Reorganization (except as otherwise
contemplated herein), and there shall have been no material adverse change (as
described in Section 3(h) in the financial condition, results of operations,
business, properties or assets of the Transferor Portfolio since August 31,
2000.
(c) PORTFOLIO SECURITIES. All securities to be acquired by the Acquiring
Portfolio in the Reorganization shall have been approved for acquisition by The
Chase Manhattan Bank, in its capacity as investment adviser to the Acquiring
Portfolio, as consistent with the investment policies of the Acquiring
Portfolio.
(d) REGULATORY APPROVAL. The Regulatory Approvals shall have been obtained.
(e) DISTRIBUTION OF INCOME AND GAINS. The Transferor Trust on behalf of the
Transferor Portfolio shall have distributed to the shareholders of the
Transferor Portfolio all of the Transferor Portfolio's investment company
taxable income (without regard to the deductions for dividends paid) as defined
in Section 852(b)(2) of the Code for its taxable year ending on the Exchange
Date and all of its net capital gain as such term is used in
Section 852(b)(3) of the Code, after reduction by any capital loss carry
forward, for its taxable year ending on the Exchange Date.
(f) TAX OPINION. The Acquiring Trust shall have received the Tax Opinion.
8. AMENDMENTS; TERMINATIONS; NO SURVIVAL OF COVENANTS, WARRANTIES AND
REPRESENTATIONS
(a) AMENDMENTS. The parties hereto may, by agreement in writing authorized
by the Board of Trustees amend this Plan at any time before or after approval
hereof by the shareholders of the Transferor Portfolio, but after such approval,
no amendment shall be made which substantially changes the terms hereof.
(b) WAIVERS. At any time prior to the Effective Time of the Reorganization,
either the Transferor Trust or the Acquiring Trust may by written instrument
signed by it (i) waive any inaccuracies in the representations and warranties
made to it contained herein and (ii) waive compliance with any of the covenants
or conditions made for its benefit contained herein, except that conditions set
forth in Sections 6(c) and 7(d) may not be waived.
(c) TERMINATION BY THE TRANSFEROR TRUST. The Transferor Trust, on behalf of
the Transferor Portfolio, may terminate this Plan with respect to the Transferor
Portfolio at any time prior to the Effective Time of the Reorganization by
notice to the Acquiring Portfolio and The Chase Manhattan Bank if (i) a material
condition to the performance of the Transferor Trust hereunder or a material
covenant of the Acquiring Trust contained herein shall not be fulfilled on or
before the date specified for the fulfillment thereof or (ii) a material default
or material breach of this Plan shall be made by the Acquiring Trust.
(d) TERMINATION BY THE ACQUIRING TRUST. The Acquiring Trust, on behalf of
the Acquiring Portfolio, may terminate this Plan with respect to the Acquiring
Portfolio at any time prior to the Effective Time of the Reorganization by
notice to the Transferor Trust and The Chase Manhattan Bank if (i) a material
condition to the performance of the Acquiring Trust hereunder or a material
covenant of the Transferor Trust contained herein shall not be fulfilled on or
before the date specified for the fulfillment thereof or (ii) a material default
or material breach of this Plan shall be made by the Transferor Trust.
A-8
<PAGE>
(e) TERMINATION BY THE TRANSFEROR TRUST. This Plan may be terminated by the
Transferor Trust at any time prior to the Effective Time of the Reorganization,
whether before or after approval of this Plan by the shareholders of the
Transferor Portfolio, without liability on the part of any party hereto, its
Trustees, officers or shareholders or The Chase Manhattan Bank on notice to the
other parties in the event that the Board of Trustees determines that proceeding
with this Plan is not in the best interests of the shareholders of the
Transferor Portfolio.
(f) TERMINATION BY THE ACQUIRING TRUST. This Plan may be terminated by the
Acquiring Trust at any time prior to the Effective Time of the Reorganization,
whether before or after approval of this Plan by the shareholders of the
Transferor Portfolio, without liability on the part of any party hereto, its
Trustees, officers or shareholders or The Chase Manhattan Bank on notice to the
other parties in the event that the Board of Trustees determines that proceeding
with this Plan is not in the best interests of the shareholders of the Acquiring
Portfolio.
(g) SURVIVAL. No representations, warranties or covenants in or pursuant to
this Plan, except for the provisions of Section 5(f) and Section 9 of this Plan,
shall survive the Reorganization.
9. EXPENSES
The expenses of the Reorganization will be borne by The Chase Manhattan
Bank. Such expenses include, without limitation, (i) expenses incurred in
connection with the entering into and the carrying out of the provisions of this
Plan; (ii) expenses associated with the preparation and filing of the
Registration Statement; (iii) fees and expenses of preparing and filing such
forms as are necessary under any applicable state securities laws in connection
with the Reorganization; (iv) postage; (v) printing; (vi) accounting fees;
(vii) legal fees and (viii) solicitation costs relating to the Reorganization.
10. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Plan shall be in writing and shall be given by hand, certified
mail or by facsimile transmission, shall be deemed given when received and shall
be addressed to the parties hereto at their respective addresses listed below or
to such other persons or addresses as the relevant party shall designate as to
itself from time to time in writing delivered in like manner:
if to the Transferor Trust (for itself or on behalf of the Transferor Portfolio)
or the Acquiring Trust (for itself or on behalf of the Acquiring Portfolio):
1211 Avenue of the Americas
41st Floor
New York, New York 10036
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Cynthia G. Cobden, Esq.
11. RELIANCE
All covenants and agreements made under this Plan shall be deemed to have
been material and relied upon by the Transferor Trust and the Acquiring Trust
notwithstanding any investigation made by such party or on its behalf.
12. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
(a) The section and paragraph headings contained in this Plan are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Plan.
(b) This Plan may be executed in any number of counterparts, each of which
shall be deemed an original.
(c) This Plan shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
(d) This Plan shall bind and inure to the benefit of the Transferor Trust,
the Transferor Portfolio, the Acquiring Trust and the Acquiring Portfolio and
their respective successors and assigns, but no assignment or
A-9
<PAGE>
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other parties. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this Plan.
(e) The name "Mutual Fund Trust" is the designation of its Trustees under a
Declaration of Trust dated February 1, 1994, as amended, and all persons dealing
with the Transferor Trust must look solely to the Transferor Trust's property
for the enforcement of any claims against the Transferor Trust, as neither the
Transferor Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Transferor Trust. No
series of the Transferor Trust shall be liable for claims against any other
series of the Transferor Trust.
(f) The name "Mutual Fund Select Trust" is the designation of its Trustees
under a Declaration of Trust dated October 1, 1996, as amended, and all persons
dealing with the Acquiring Trust must look solely to the Acquiring Trust's
property for the enforcement of any claims against the Acquiring Trust, as
neither the Acquiring Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Acquiring
Trust. No series of the Acquiring Trust shall be liable for claims against any
other series of the Acquiring Trust.
A-10
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date first
above written.
MUTUAL FUND TRUST
on behalf of Chase Vista Tax Free
Income Fund
By:
________________________________________
Name:
Title:
MUTUAL FUND SELECT TRUST
on behalf of Chase Vista Select Tax
Free Income Fund
By:
________________________________________
Name:
Title:
Agreed and acknowledged with respect to Section 9:
THE CHASE MANHATTAN BANK
By: ________________________________________
Name:
Title:
A-11
<PAGE>
[LOGO]
STATEMENT OF
ADDITIONAL INFORMATION
(SPECIAL MEETING OF SHAREHOLDERS
OF
CHASE VISTA TAX FREE INCOME
FUND, A SERIES OF MUTUAL FUND
TRUST)
CHASE VISTA TAX FREE INCOME FUND,
A SERIES OF MUTUAL FUND TRUST
1211 AVENUE OF THE AMERICAS, 41ST FLOOR, NEW YORK, NY 10036
(800) 34-VISTA
CHASE VISTA SELECT TAX FREE INCOME FUND,
A SERIES OF MUTUAL FUND SELECT TRUST
1211 AVENUE OF THE AMERICAS, 41ST FLOOR, NEW YORK, NY 10036
(800) 62-CHASE
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Combined Prospectus/Proxy Statement dated
[December 1,] 2000 for the Special Meeting of Shareholders of Chase Vista Tax
Free Income Fund ("Chase Vista Tax Free Income Fund"), a series of Mutual Fund
Trust ("MFT"), to be held on January 26, 2001. Copies of the Combined
Prospectus/Proxy Statement may be obtained at no charge by calling Chase Vista
Tax Free Income Fund at 1-800-34-VISTA.
Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Combined
Prospectus/Proxy Statement.
Further information about Chase Vista Select Tax Free Income Fund is
contained in MFST's Statement of Additional Information dated December 29, 1999
which is incorporated herein by reference.
The date of this Statement of Additional Information is [December 1,] 2000.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
--------------------------------------------------------
General Information............................... 3
Financial Statements.............................. 4
Pro Forma Financial Statements.................... 5
</TABLE>
2
<PAGE>
GENERAL INFORMATION
The Shareholders of Chase Vista Tax Free Income Fund are being asked to
consider and vote on one proposal.
With respect to an Agreement and Plan of Reorganization (the "Reorganization
Plan") dated as of October 31, 2000 by and between MFT, on behalf of Chase Vista
Tax Free Income Fund, and MFST, on behalf of Chase Vista Select Tax Free Income
Fund, and the transactions contemplated thereby. The Reorganization Plan
contemplates the transfer of all of the assets and liabilities of Chase Vista
Tax Free Income Fund to Chase Vista Select Tax Free Income Fund in exchange for
shares issued by MFST in Chase Vista Select Tax Free Income Fund that will have
an aggregate net asset value equal to the aggregate net asset value of the
shares of Chase Vista Tax Free Income Fund that are outstanding immediately
before the Effective Time of the Reorganization.
Following the exchange, Chase Vista Tax Free Income Fund will make a
liquidating distribution of Chase Vista Select Tax Free Income Fund shares to
its Shareholders, so that (a) a holder of Class A Shares in Chase Vista Tax Free
Income Fund will receive Class A Shares of Chase Vista Select Tax Free Income
Fund and (b) a holder of Class B shares in Chase Vista Tax Free Income Fund will
receive Class B Shares of Chase Vista Select Tax Free Income Fund, in each case
of equal value, plus the right to receive any unpaid dividends and distributions
that were declared before the Effective Time of the Reorganization.
A Special Meeting of Shareholders of Chase Vista Tax Free Income Fund to
consider the proposals and the related transaction will be held at the offices
of The Chase Manhattan Bank, One Chase Square, Third Floor Garden Room,
Rochester, New York 14643, on January 26, 2001 at 9:00 a.m., Eastern time. For
further information about the transaction, see the Combined Prospectus/Proxy
Statement.
3
<PAGE>
FINANCIAL STATEMENTS
The audited financial statements and notes thereto of Chase Vista Tax Free
Income Fund contained in its Annual Report to Shareholders dated August 31, 2000
are incorporated by reference into this Statement of Additional Information
related to this Combined Prospectus/Proxy Statement. The audited financial
statements and notes thereto of Chase Vista Select Tax Free Income Fund
contained in its Annual Report to Shareholders dated August 31, 2000 are
incorporated by reference into this Statement of Additional Information related
to this Combined Prospectus/Proxy Statement. The financial statements and notes
thereto which appear in each of Chase Vista Tax Free Income Fund's and Chase
Vista Select Tax Free Income Fund's Annual Report to Shareholders have been
audited by PricewaterhouseCoopers LLP, whose reports thereon also appear in such
Annual Reports and are also incorporated herein by reference. No other parts of
the Annual Reports are incorporated herein by reference. The financial
statements and notes thereto for Chase Vista Tax Free Income Fund for the fiscal
year ended August 31, 2000 and for Chase Vista Select Tax Free Income Fund for
the fiscal year ended August 31, 2000 have been incorporated herein by reference
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on their authority as experts in auditing and accounting.
4
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL SECURITIES--98.4%
ALABAMA--0.5%
Jefferson County,
Alabama, Sewer, Ser. D,
Warrants, Rev., 5.75%,
02/01/22 $ 4,000 $ 4,000 $ 4,043 $ 4,043
ARIZONA--0.8%
Pima County, Arizona,
Unified School District
No. 1, Tucson, GO,
7.50%, 07/01/10 5,300 5,300 6,455 6,455
ARKANSAS--1.3%
Arkansas State, Federal
Highway Grant
Anticipation, Ser. A,
GO, 5.25%, 08/01/05 10,000 10,000 10,376 10,376
CALIFORNIA--8.1%
California Educational
Facilities Authority,
Pepperdine University,
Rev., ~, 7.20%,
11/01/00 $ 150 150 $ 154 154
California State, GO,
5.75%, 05/01/30 5,000 5,000 5,152 5,152
California State, GO,
6.50%, 11/01/09 2,000 2,000 2,334 2,334
California State, Public
Works Board, Regents of
The University of
California, Ser. A,
Rev., ~, 7.00%,
09/01/00 150 150 153 153
California State, Ser. B,
GO, 10.00%, 08/01/02 1,000 1,000 1,108 1,108
California State,
Veterans Bonds, Ser.
AM, GO, 9.00%, 10/01/05 1,000 1,000 1,214 1,214
California Statewide
Communities Development
Authority, Sherman Oaks
Project, Ser. A, Rev.,
5.00%, 08/01/22 21,000 21,000 19,978 19,978
Corona, California,
Public Financing
Authority, Water
Utility Improvements,
Rev., 4.75%, 09/01/28 7,000 7,000 6,273 6,273
Fullerton University
Foundation, California,
Auxiliary Organization,
Ser. A, Rev., 5.75%,
07/01/30 1,000 1,000 1,029 1,029
Los Angeles, California,
Harbor Department,
Rev., ~, 7.60%,
10/01/18 4,000 4,000 5,021 5,021
Metropolitan Water
District of Southern
California, Ser. A, GO,
5.25%, 03/01/14 1,235 1,235 1,283 1,283
Metropolitan Water
District of Southern
California, Ser. A,
Rev., 5.00%, 07/01/26 5,000 5,000 4,723 4,723
Modesto, California,
Irrigation District
Financing Authority,
Ser. A, Rev., 6.00%,
10/01/15 3,000 3,000 3,238 3,238
Pomona, California,
Unified School
District, Ser. A, GO,
6.15%, 08/01/15 9,930 9,930 11,178 11,178
South Orange County,
California, Public
Financing Authority,
Special Tax, Senior
Lien, Ser. A, *, 6.20%,
09/01/13 2,800 2,800 2,993 2,993
---------- ---------- -----------
61,502 4,329 65,831
COLORADO--4.8%
Adams County, Colorado,
School District No. 12,
GO, 6.20%, 12/15/10 1,190 1,190 1,245 1,245
Colorado Water
Resources & Power
Development Authority,
Drinking Water, Ser. A,
Rev., 5.25%, 09/01/11 1,145 1,145 1,188 1,188
Colorado Water
Resources & Power
Development Authority,
Drinking Water, Ser. A,
Rev., 5.25%, 09/01/13 1,560 1,560 1,590 1,590
Denver, Colorado, City &
County Airport, Ser. A,
Rev., 6.00%, 11/15/16 14,580 14,580 15,245 15,245
</TABLE>
See notes to pro forma financial statements.
5
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
COLORADO--CONTINUED
Denver, Colorado, City &
County Airport, Ser. A,
Rev., 6.00%, 11/15/17 $ 2,000 $ 2,000 $ 2,091 $ 2,091
Douglas County, Colorado,
Sales & Use Tax, Open
Space, Rev., 5.35%,
10/15/14 $ 1,000 1,000 $ 1,014 1,014
Garfield, Pitkin & Eagle
Counties, Colorado,
School District No. Re
1 Roarge, GO, ~, 6.60%,
06/15/04 6,000 6,000 6,502 6,502
Platte River Power
Authority, Colorado,
Ser. DD, Rev., 6.00%,
06/01/05 3,050 3,050 3,238 3,238
Platte River Power
Authority, Colorado,
Ser. DD, Rev., 6.00%,
06/01/06 4,400 4,400 4,715 4,715
Platte River Power
Authority, Colorado,
Ser. DD, Rev., 6.00%,
06/01/07 1,620 1,620 1,748 1,748
---------- ---------- -----------
36,485 2,091 38,576
CONNECTICUT--0.8%
Connecticut State Housing
Finance Authority,
Housing Mortgage
Finance Program, Ser.
C1, Rev., 6.60%,
11/15/23 4,455 4,455 4,616 4,616
Mashantucket Western
Pequot Tribe,
Connecticut, Special
Obligation, Sub. Ser.
A, Rev., 5.50%,
09/01/28 1,700 1,700 1,531 1,531
---------- ---------- -----------
4,616 1,531 6,147
DELAWARE--0.7%
Delaware State, Economic
Development Authority,
Osteopathic Hospital
Association of
Delaware, Ser. A, Rev.,
~, 6.90%, 01/01/18 5,000 5,000 5,774 5,774
Sussex County, Delaware,
Single Family Mortgage,
Residential, Rev.,
9.38%, 02/01/17 5 5 5 5
---------- -----------
5,779 5,779
FLORIDA--5.1%
Broward County, Florida,
Resource Recovery, SES
Broward Co. LP South
Project, Rev., 7.95%,
12/01/08 3,985 3,985 4,113 4,113
Dade County, Florida,
Special Obligation,
Miami Beach Convention
Center Project, Special
Tax, ~, 8.63%, 12/01/07 2,200 2,200 2,626 2,626
Daytona Beach, Florida,
Water & Sewer, Ser.
1978, Rev., ~, 6.75%,
11/15/07 5,000 5,000 5,285 5,285
Florida State, Board of
Education, Lottery,
Ser. C, Rev., 4.50%,
07/01/18 5,000 5,000 4,379 4,379
Florida State, Division
of Bond Finance Dept.,
General Services,
Department of
Environmental
Protection,
Preservation 2000, Ser.
A, Rev., 5.38%,
07/01/11 3,000 3,000 3,134 3,134
Greater Orlando Aviation
Authority, Orlando,
Florida, Airport
Facilities, Ser. A,
Rev., 6.50%, 10/01/12 3,670 3,670 3,865 3,865
Hillsborough County,
Florida, Aviation
Authority, Tampa
International Airport,
Ser. B, Rev., 6.00%,
10/01/18 3,205 3,205 3,464 3,464
Lakeland, Florida,
Electric & Water, First
Lien, Ser. B, Rev.,
6.05%, 10/01/14 3,800 3,800 4,167 4,167
Orange County, Florida,
Health Facilities
Authority, Ser. A,
Rev., 6.25%, 10/01/12 1,295 1,295 1,447 1,447
</TABLE>
See notes to pro forma financial statements.
6
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
FLORIDA--CONTINUED
Orange County, Florida,
Health Facilities
Authority, Ser. A,
Rev., ~, 6.25%,
10/01/12 $ 3,130 $ 3,130 $ 3,506 $ 3,506
Orange County, Florida,
Health Facilities
Authority, Ser. C,
Rev., 6.25%, 10/01/12 680 680 760 760
Orange County, Florida,
Health Facilities
Authority, Ser. C,
Rev., ~, 6.25%,
10/01/12 1,630 1,630 1,826 1,826
Orange County, Florida,
Tourist Development,
Ser. A, Rev., 6.50%,
10/01/10 3,000 3,000 3,171 3,171
---------- -----------
41,743 41,743
GEORGIA--6.4%
Burke County, Georgia,
Development Authority
PCR, Oglethorpe Power
Co., Rev., ~, 8.00%,
01/01/03 5,000 5,000 5,534 5,534
Dalton, Georgia,
Development Authority,
Rev., 5.50%, 08/15/26 10,000 10,000 10,013 10,013
De Kalb County, Georgia,
Housing Authority,
Apartment Development,
Fox Hollow Apartments,
Rev., ~, 7.00%,
05/15/07 7,645 7,645 8,641 8,641
Georgia Municipal
Electric Authority,
Power, Ser. Z, Rev.,
5.50%, 01/01/20 7,000 7,000 7,128 7,128
Georgia State,
Residential Finance
Authority, Single
Family Mortgage, Ser.
A, Rev., 8.40%,
12/01/18 15 15 15 15
Metropolitan Atlanta
Rapid Transit
Authority, Georgia,
Sales Tax, Second
Indenture, Ser. A,
Rev., ~, 6.90%,
07/01/04 5,000 5,000 5,518 5,518
Metropolitan Atlanta
Rapid Transit
Authority, Georgia,
Sales Tax, Ser. P,
Rev., 6.25%, 07/01/20 10,485 10,485 11,602 11,602
Savannah, Georgia,
Economic Development
Authority, College of
Art & Design Inc.
Project, Rev., 6.60%,
10/01/15 3,110 3,110 3,207 3,207
---------- -----------
51,658 51,658
HAWAII--0.7%
Honolulu, Hawaii, City &
County, Ser. A, GO,
7.35%, 07/01/08 5,000 5,000 5,831 5,831
ILLINOIS--1.7%
Chicago, Illinois, O'Hare
International Airport,
Ser. A, Rev., 7.50%,
01/01/03 $ 75 75 $ 77 77
Cook County, Illinois,
Community High School
District No. 219, Niles
Township, GO, 8.00%,
12/01/15 3,990 3,990 5,136 5,136
Illinois Health
Facilities Authority,
Ser. A, Rev., ~, 7.90%,
08/15/03 862 862 921 921
Illinois Health
Facilities Authority,
Ser. A, Rev., 7.90%,
08/15/03 1,363 1,363 1,367 1,367
Illinois Housing
Development Authority,
Multi-Family Housing,
Ser. 1991-A, Rev.,
8.25%, 07/01/16 3,250 3,250 3,390 3,390
</TABLE>
See notes to pro forma financial statements.
7
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
ILLINOIS--CONTINUED
Regional Transportation
Authority, Illinois,
Rev., 6.25%, 07/01/15 $ 2,425 $ 2,425 $ 2,686 $ 2,686
---------- ---------- -----------
$ 10,814 2,763 13,577
INDIANA--1.1%
Indianapolis, Indiana,
Airport Authority,
Special Facilities,
United Airlines
Project, Ser. A, Rev.,
6.50%, 11/15/31 $ 9,615 9,615 9,206 9,206
KENTUCKY--1.1%
Louisville & Jefferson
County, Kentucky,
Metropolitan Sewer
District, Sewer &
Drain System, Ser. A,
Rev., ~, 6.50%,
11/15/04 8,000 8,000 8,768 8,768
LOUISIANA--1.5%
Louisiana Local
Government Environment
Facilities, Community
Development Authority,
Capital Projects &
Equipment Acquisition
Program, Rev., 6.55%,
09/01/25 3,000 3,000 3,125 3,125
Orleans Parish,
Louisiana, School
Board, Defeased, Rev.,
~, 8.85%, 02/01/06 2,000 2,000 2,410 2,410
Orleans Parish,
Louisiana, School
Board, Defeased, Rev.,
~, 8.90%, 02/01/07 2,000 2,000 2,473 2,473
Orleans Parish,
Louisiana, School
Board, GO, ~, 7.50%,
09/01/05 4,000 4,000 4,534 4,534
---------- ---------- -----------
9,417 3,125 12,542
MARYLAND--0.0%
Maryland State, Community
Development
Administration,
Department of
Housing & Community
Development, Single
Family Program, Second
Ser., Rev., 7.60%,
04/01/23 50 50 51 51
MASSACHUSETTS--3.6%
Chelsea, Massachusetts,
School Project Loan Act
of 1948, GO, ~, 6.50%,
06/15/04 3,500 3,500 3,817 3,817
Haverhill, Massachusetts,
Unlimited Tax, Ser. A,
GO, ~, 7.00%, 06/15/02 2,750 2,750 2,927 2,927
Massachusetts State,
Consolidated Loan, Ser.
C, GO, 5.25%, 08/01/17 10,000 10,000 9,977 9,977
Massachusetts State, Port
Authority, Ser. B,
Rev., 5.50%, 07/01/13 9,000 9,000 9,136 9,136
New England Education
Loan Marketing Corp.,
Massachusetts Student
Loan, Sub-Issue H,
Rev., 6.90%, 11/01/09 1,000 1,000 1,111 1,111
South Essex,
Massachusetts, Sewer
District, Ser. B, GO,
~, 6.75%, 06/01/04 2,015 2,015 2,213 2,213
---------- ---------- -----------
28,070 1,111 29,181
MICHIGAN--0.2%
Michigan State, Housing
Development Authority,
Rental Housing, Ser. B,
Rev., 7.55%, 04/01/23 1,000 1,000 1,031 1,031
</TABLE>
See notes to pro forma financial statements.
8
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
MICHIGAN--CONTINUED
Wayne County, Michigan,
Building Authority,
Ser. A, GO, ~, 8.00%,
03/01/02 $ 500 $ 500 $ 535 $ 535
---------- -----------
1,566 1,566
MISSOURI--0.1%
Sikeston, Missouri,
Electric, Rev., 6.00%,
06/01/16 720 720 781 781
MONTANA--0.8%
Montana State, Long-Range
Building Program, Ser.
B, GO, 4.50%, 08/01/15 $ 2,320 2,320 $ 2,121 2,121
Montana State, Long-Range
Building Program, Ser.
B, GO, 4.50%, 08/01/16 2,435 2,435 2,200 2,200
Montana State, Long-Range
Building Program, Ser.
B, GO, 4.50%, 08/01/17 2,555 2,555 2,286 2,286
---------- -----------
6,607 6,607
NEVADA--0.0%
Nevada Housing Division,
Single Family Housing,
Ser. A-3, Rev., 8.20%,
10/01/19 70 70 73 73
NEW HAMPSHIRE--0.4%
Manchester, New
Hampshire, Housing &
Redevelopment
Authority, Ser. A,
Rev., 6.75%, 01/01/15 3,240 3,240 3,450 3,450
NEW JERSEY--4.0%
Freehold, New Jersey,
Regional High School,
GO, 5.60%, 03/01/16 4,200 4,200 4,345 4,345
Middletown Township, New
Jersey, Board of
Education, GO, *,
5.80%, 08/01/20 3,455 3,455 3,563 3,563
New Jersey Economic
Development Authority,
Educational Testing
Service, Ser. B, Rev.,
~, 6.25%, 05/15/05 5,215 5,215 5,692 5,692
New Jersey Sports &
Exposition Authority,
Rev., ~, 8.30%,
01/01/03 1,500 1,500 1,629 1,629
New Jersey Sports &
Exposition Authority,
Ser. A, Rev., ~, 6.50%,
03/01/02 565 565 593 593
New Jersey Sports &
Exposition Authority,
Ser. A, Rev., 6.50%,
03/01/19 2,905 2,905 3,034 3,034
New Jersey State,
Educational Facilities
Authority, Fairleigh
Dickinson University,
Ser. G, Rev., 5.70%,
07/01/28 1,500 1,500 1,381 1,381
New Jersey State, Highway
Authority, Garden State
Parkway, Rev., 6.20%,
01/01/10 5,000 5,000 5,557 5,557
New Jersey State,
Transportation Trust
Fund Authority,
Transportation Systems,
Ser. A, Rev., 5.75%,
06/15/15 1,000 1,000 1,061 1,061
New Jersey State,
Transportation Trust
Fund Authority,
Transportation Systems,
Ser. B, Rev., 6.50%,
06/15/10 5,000 5,000 5,703 5,703
---------- ---------- -----------
26,553 6,005 32,558
NEW YORK--28.2%
Long Island Power
Authority, New York,
Electric Systems, Ser.
A, Rev., 5.50%,
12/01/29 5,000 5,000 4,872 4,872
Municipal Assistance
Corp. for New York
City, Ser. G, Rev.,
6.00%, 07/01/05 6,000 6,000 6,397 6,397
Nassau County, New York,
IDA, Civic Facility,
Hofstra University
Project, Rev., ~,
6.75%, 08/01/01 3,000 3,000 3,125 3,125
</TABLE>
See notes to pro forma financial statements.
9
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
NEW YORK--CONTINUED
New York City, New York,
IDA, Civic Facility,
Mt. St. Vincent
College, Rev., 7.00%,
05/01/08 $ 440 $ 440 $ 470 $ 470
New York City, New York,
IDA, IDR, Brooklyn Navy
Yard Cogen Partners
Project, Rev., 5.75%,
10/01/36 2,500 2,500 2,288 2,288
New York City, New York,
IDA, IDR, Brooklyn Navy
Yard Cogen Partners
Project, Rev., 6.20%,
10/01/22 $ 3,500 3,500 $ 3,507 3,507
New York City, New York,
IDA, Special
Facilities, British
Airways PLC Project,
Rev., 5.25%, 12/01/32 5,000 5,000 4,300 4,300
New York City, New York,
Municipal Water Finance
Authority, Water &
Sewer Systems, Ser. A,
Rev., 5.50%, 06/15/23 8,250 8,250 8,165 8,165
New York City, New York,
Municipal Water Finance
Authority, Water &
Sewer Systems, Ser. B,
Rev., 6.00%, 06/15/33 5,000 5,000 5,193 5,193
New York City, New York,
Ser. A, GO, 5.38%,
08/01/15 2,000 2,000 2,001 2,001
New York City, New York,
Ser. A, GO, 6.25%,
08/01/08 12,000 12,000 13,055 13,055
New York City, New York,
Ser. A, GO, 6.25%,
08/01/09 2,450 2,450 2,672 2,672
New York City, New York,
Ser. B, GO, 6.50%,
08/15/10 4,000 4,000 4,550 4,550
New York City, New York,
Ser. F, GO, 5.38%,
08/01/09 10,000 10,000 10,487 10,487
New York City, New York,
Transitional Finance
Authority, Future Tax
Secured, Ser. C, Rev.,
5.50%, 11/01/24 8,000 8,000 7,904 7,904
New York City, New York,
Transitional Finance
Authority, Future Tax
Secured, Ser. C, Rev.,
5.50%, 11/01/29 9,000 9,000 8,833 8,833
New York State, Dorm
Authority, City
University System, 3rd
General Reserve, Ser.
2, Rev., 5.00%,
07/01/18 2,160 2,000 4,160 2,059 1,907 3,966
New York State, Dorm
Authority, City
University System, Ser.
A, Rev., 5.75%,
07/01/13 5,000 5,000 5,362 5,362
New York State, Dorm
Authority, Pratt
Institute, Rev., 6.00%,
07/01/28 2,000 2,000 2,054 2,054
New York State, Dorm
Authority, University
of Rochester, Ser. A,
Rev., 6.40%, 07/01/13 4,500 4,500 4,809 4,809
New York State, Energy
Research & Development
Authority, PCR, Niagara
Mohawk Power Corp.,
Ser. A, Rev., 7.20%,
07/01/29 6,000 6,000 6,558 6,558
New York State,
Environmental
Facilities Corp., PCR,
Ser. B, Rev., 7.10%,
09/15/11 2,000 2,000 2,044 2,044
New York State,
Environmental
Facilities Corp., PCR,
Ser. D, Rev., 6.85%,
11/15/11 2,650 2,650 2,907 2,907
New York State, GO, ~,
6.30%, 09/15/02 4,100 4,100 4,336 4,336
</TABLE>
See notes to pro forma financial statements.
10
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
NEW YORK--CONTINUED
New York State, GO, Ser.
B, 6.25%, 08/15/05 $ 3,000 $ 3,000 $ 3,231 $ 3,231
New York State, GO, Ser.
F, 5.25%, 09/15/10 16,000 16,000 16,567 16,567
New York State, Housing
Finance Agency, Health
Facilities, Monroe
County, Ser. A, Rev.,
7.63%, 05/01/05 475 475 487 487
New York State, Housing
Finance Agency, State
University
Construction, Ser. A,
Rev., ~, 7.90%,
11/01/06 4,000 4,000 4,465 4,465
New York State, Local
Government Assistance
Corp., Ser. C, Rev., ~,
7.00%, 04/01/01 5,500 5,500 5,695 5,695
New York State, Medical
Care Facilities Finance
Agency, Hospital and
Nursing Home, Ser. C,
Rev., ~, 6.25%,
08/15/12 2,780 2,780 2,969 2,969
New York State, Medical
Care Facilities Finance
Agency, Special
Obligation, Mental
Health Services
Improvement Facilities,
Ser. A, Rev., ~, 8.30%,
05/01/04 2,000 2,000 2,243 2,243
New York State, Mortgage
Agency, Homeowner
Mortgage, Ser. 85,
Rev., 5.70%, 10/01/17 10,155 10,155 10,265 10,265
New York State, Thruway
Authority, Ser. C,
Rev., ~, 6.00%,
01/01/05 5,500 5,500 5,934 5,934
New York State, Urban
Development Corp.,
Correctional Capital
Facilities, Rev.,
5.70%, 01/01/27 2,500 2,500 2,520 2,520
Port Authority of New
York & New Jersey,
Consolidated Bonds 78th
Ser., Rev., 6.50%,
04/15/11 6,270 6,270 6,509 6,509
Port Authority of New
York & New Jersey,
Consolidated Bonds 93rd
Ser., Rev., 6.13%,
06/01/94 16,000 $ 5,000 21,000 17,292 $ 5,404 22,696
Port Authority of New
York & New Jersey,
Consolidated Bonds
109th Ser., Rev.,
5.38%, 01/15/32 4,000 4,000 3,896 3,896
Port Authority of New
York & New Jersey,
Consolidated Bonds
114th Ser., Rev.,
4.75%, 08/01/33 10,000 1,500 11,500 8,701 1,305 10,006
Triborough Bridge &
Tunnel Authority, New
York, Convention Center
Project, Ser. E, Rev.,
@, 7.25%, 01/01/10 9,000 9,000 10,183 10,183
Utica, New York, IDA,
Civic Facility,
Munson-Williams-Proctor
Institute Project, Ser.
A, Rev., 5.38%,
07/15/19 2,000 2,000 1,948 1,948
---------- ---------- -----------
213,475 15,994 229,469
NORTH DAKOTA--0.7%
Mercer County, North
Dakota, PCR, Antelope
Valley Station, Rev.,
7.20%, 06/30/13 5,000 5,000 5,932 5,932
OHIO--2.8%
Cleveland, Ohio, Public
Power System, First
Mortgage, Ser. A, Rev.,
*, ~, 7.00%, 11/15/04 7,000 4,000 11,000 7,805 4,460 12,265
</TABLE>
See notes to pro forma financial statements.
11
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
OHIO--CONTINUED
Dublin, Ohio,
Refunding & Public
Improvement, Ser. A,
GO, 5.25%, 12/01/14 $ 2,000 $ 2,000 $ 2,022 $ 2,022
Ohio State, Higher
Education Facilities,
Ser. A, GO, 5.25%,
02/01/12 4,000 4,000 4,098 4,098
Ohio State, Public
Facilities Commission,
Higher Education
Capital Facilities,
Ser. II-C, Rev., 4.38%,
06/01/11 4,850 4,850 4,563 4,563
---------- ---------- -----------
18,488 $ 4,460 22,948
OKLAHOMA--1.8%
Oklahoma Housing Finance
Agency, Single Family
Housing, Ser. B-2,
Rev., 6.80%, 09/01/26 $ 1,995 1,995 2,118 2,118
Oklahoma State, Turnpike
Authority, Second Ser.,
Ser. A, Rev., 5.25%,
01/01/13 7,500 7,500 7,621 7,621
Tulsa, Oklahoma,
Metropolitan Utility
Authority, Rev., 5.75%,
09/01/19 5,000 5,000 5,078 5,078
---------- ---------- -----------
12,699 2,118 14,817
OREGON--3.6%
Oregon State, Higher
Education Building,
Ser. A, GO, ~, 6.45%,
08/01/04 5,780 5,780 6,253 6,253
Portland, Oregon, Sewer
Systems, Ser. A, Rev.,
5.00%, 06/01/14 2,300 2,300 2,275 2,275
Portland, Oregon, Sewer
Systems, Ser. A, Rev.,
5.00%, 06/01/15 11,565 11,565 11,363 11,363
Salem, Oregon, Hospital
Facilities Authority,
Salem Hospital, Rev.,
5.25%, 08/15/14 4,000 4,000 3,953 3,953
Washington County,
Oregon, Sewer Agency,
Senior Lien, Ser. A,
Rev., 5.75%, 10/01/10 5,000 5,000 5,405 5,405
---------- -----------
29,249 29,249
PENNSYLVANIA--3.7%
Allegheny County,
Pennsylvania, Hospital
Development Authority,
South Hills Health,
Ser. B, Rev., 6.75%,
05/01/25 2,255 2,255 2,326 2,326
Allegheny County,
Pennsylvania, IDA,
Health Care Facilities,
Presbyterian Senior
Care, Rev., 5.75%,
01/01/23 1,000 1,000 816 816
Carbon County,
Pennsylvania, IDA,
Panther Creek Partners
Project, Rev., 6.65%,
05/01/10 3,190 3,190 3,232 3,232
Delaware Valley,
Pennsylvania, Regional
Finance Authority,
Local Government, Ser.
A, Rev., 5.50%,
08/01/28 20,500 3,000 23,500 20,423 2,989 23,412
---------- ---------- -----------
26,797 2,989 29,786
PUERTO RICO--5.8%
Puerto Rico Commonwealth,
GO, 6.00%, 07/01/16 5,655 5,655 6,222 6,222
Puerto Rico Commonwealth,
Highway &
Transportation
Authority, Ser. B,
Rev., 6.00%, 07/01/39 4,000 1,000 5,000 4,210 1,052 5,262
Puerto Rico Commonwealth,
Highway &
Transportation
Authority, Ser. T,
Rev., ~, 6.63%,
07/01/02 1,500 1,500 1,589 1,589
</TABLE>
See notes to pro forma financial statements.
12
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
PUERTO RICO--CONTINUED
Puerto Rico Commonwealth,
Urban Renewal & Housing
Corp., Rev., 7.88%,
10/01/04 $ 75 $ 75 $ 77 $ 77
Puerto Rico Electric
Power Authority, Ser.
HH, Rev., 5.25%,
07/01/29 $ 8,000 8,000 $ 7,791 7,791
Puerto Rico Electric
Power Authority, Ser.
Y, Rev., 7.00%,
07/01/07 5,000 5,000 5,788 5,788
Puerto Rico Municipal
Finance Agency, Ser. A,
GO, 5.00%, 08/01/01 14,500 14,500 14,602 14,602
Puerto Rico Municipal
Finance Agency, Ser. A,
GO, 6.00%, 08/01/15 2,500 2,500 2,724 2,724
Puerto Rico Public
Buildings Authority,
Government Facilities,
Ser. A, Rev., 6.25%,
07/01/11 3,000 3,000 3,399 3,399
---------- ---------- -----------
43,601 3,853 47,454
SOUTH CAROLINA--1.3%
Richland County, South
Carolina, School
District No. 1, GO,
4.63%, 03/01/22 6,000 6,000 5,227 5,227
South Carolina State,
Housing Finance &
Development Authority,
Multi-Family Housing,
Fairway Apartments
Project, Rev., 7.63%,
04/01/33 250 250 257 257
South Carolina State,
Public Service
Authority, Ser. A,
Rev., 6.25%, 01/01/22 5,000 5,000 5,273 5,273
---------- ---------- -----------
10,500 257 10,757
SOUTH DAKOTA--0.5%
Heartland Consumers Power
District, Rev., ~,
7.00%, 01/01/16 3,000 3,000 3,445 3,445
South Dakota Housing
Development Authority,
Homeownership Mortgage,
Ser. A, Rev., 5.88%,
05/01/12 100 100 103 103
South Dakota State,
Building Authority,
Rev., ~, 10.50%,
09/01/00 365 365 365 365
---------- ---------- -----------
3,810 103 3,913
TENNESSEE--0.7%
Knox County, Tennessee,
Health, Educational &
Housing Facilities
Board, University
Health Systems Inc.,
Rev., 5.63%, 04/01/29 3,000 3,000 2,545 2,545
Metropolitan Government
of Nashville &
Davidson Counties,
Tennessee, Water &
Sewer, Rev., 5.20%,
01/01/13 3,000 3,000 3,046 3,046
---------- -----------
5,591 5,591
TEXAS--5.1%
Austin, Texas, Utility
System, Rev., 6.00%,
11/15/13 6,500 6,500 7,083 7,083
Austin, Texas, Utility
System, Ser. A, Rev.,
~, 8.00%, 05/15/01 2,000 2,000 2,051 2,051
Dallas County, Texas,
Utilities &
Reclamation District,
Ser. B, GO, 5.88%,
02/15/29 1,000 1,000 1,010 1,010
Dallas-Fort Worth, Texas,
International Airport
Facilities Improvement
Corp., American
Airlines Inc., Rev.,
6.38%, 05/01/35 7,000 7,000 6,843 6,843
</TABLE>
See notes to pro forma financial statements.
13
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
TEXAS--CONTINUED
Dallas-Fort Worth, Texas,
Regional Airport, Ser.
A, 7.38%, 11/01/08 $ 2,115 $ 2,115 $ 2,348 $ 2,348
Dallas-Fort Worth, Texas,
Regional Airport, Ser.
A, 7.38%, 11/01/09 2,945 2,945 3,270 3,270
Dallas-Fort Worth, Texas,
Regional Airport, Ser.
A, 7.38%, 11/01/11 2,000 2,000 2,210 2,210
Houston, Texas, Water
Conveyance System, Ser.
F, COP, 7.20%, 12/15/05 2,500 2,500 2,788 2,788
Houston, Texas, Water
Conveyance System, Ser.
F, COP, 7.20%, 12/15/06 2,000 2,000 2,264 2,264
Klein, Texas, Independent
School District, Ser.
A, GO, 5.00%, 08/01/16 1,000 1,000 968 968
Klein, Texas, Independent
School District, Ser.
A, GO, 5.00%, 08/01/17 2,400 2,400 2,299 2,299
Texas Water Development
Board, State Revolving
Fund, Senior Lien, Ser.
B, Rev., 5.13%,
07/15/18 8,500 8,500 8,186 8,186
---------- ---------- -----------
40,310 $ 1,010 41,320
UTAH--0.2%
Sevier County, Utah,
Sevier School District,
GO, ~, 9.20%, 05/01/03 1,000 1,000 1,120 1,120
Utah State, Board of
Regents, Student Loan,
Ser. F, Rev., 7.45%,
11/01/08 $ 250 250 256 256
---------- ---------- -----------
1120 256 1,376
VIRGIN ISLANDS--0.3%
Virgin Islands Public
Finance Authority,
Senior Lien, Ser. A,
Rev., 5.50%, 10/01/22 3,000 3,000 2,825 2,825
WASHINGTON--0.0%
Washington State, Public
Power Supply System,
Nuclear Project No. 1,
Ser. B, Rev., 7.25%,
07/01/09 250 250 283 283
TOTAL LONG-TERM MUNICIPAL
SECURITIES
(COST $721,973, $60,500
AND $782,473,
RESPECTIVELY) 739,495 61,024 800,519
---------- ---------- -----------
SHORT-TERM INVESTMENTS--0.8%
MUNICIPAL SECURITIES--0.6%
CALIFORNIA--0.2%
California PCFA, Resource
Recovery, OMS Equity
Stanislaus Project,
Rev., FRDO, 3.45%,
09/01/00 200 200 200 200
Chula Vista, California,
IDR, San Diego Gas,
Ser. A, Rev., FRDO,
3.35%, 09/01/00 300 300 300 300
Irvine Ranch, California,
Water District, Capital
Improvement Project,
COP, FRDO, 3.35%,
09/01/00 800 800 800 800
Irvine Ranch, California,
Water District,
Consolidated Bonds,
Rev., FRDO, 3.60%,
09/01/00 100 100 100 100
Irvine Ranch, California,
Water District,
District No. 105, 140,
240 & 250, GO, FRDO,
3.35%, 09/01/00 100 100 100 100
Irvine Ranch, California,
Water District,
District No. 182, Ser.
A, GO, FRDO, 3.35%,
09/01/00 100 100 100 100
</TABLE>
See notes to pro forma financial statements.
14
<PAGE>
CHASE VISTA
SELECT TAX FREE INCOME FUND/TAX FREE INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000 (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
--------------------------------------- -----------------------------------------
CHASE VISTA CHASE VISTA CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA SELECT TAX FREE TAX FREE PRO FORMA
INCOME FUND INCOME FUND COMBINED INCOME FUND INCOME FUND COMBINED
----------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
NEW YORK--0.4%
New York City, New York,
Ser. B, Sub. Ser. B-7,
GO, FRDO, 4.15%,
09/01/00 $ 700 $ 700 $ 700 $ 700
Port Authority of New
York & New Jersey,
Special Obligation,
Versatile Structure
Obligation, Ser. 2,
Rev.,
FRDO, 4.05%, 09/01/00 600 600 600 600
Port Authority of New
York & New Jersey,
Special
Obligation, Versatile
Structure Obligation,
Ser. 6, Rev.,
FRDO, 4.15%, 09/01/00 1,950 1,950 1,950 1,950
---------- -----------
TOTAL MUNICIPAL
SECURITIES
(COST $4,850, $0 AND
$4,850, RESPECTIVELY) 4,850 4,850
---------- -----------
MONEY MARKET FUNDS--0.2%
Provident Municipal
Cash Money Market
Fund 168 $ 311 479 168 $ 311 479
Provident Municipal
Money Market Fund 54 657 711 54 657 711
---------- ---------- -----------
TOTAL MONEY MARKET FUNDS
(COST $222, $968 AND
$1,190, RESPECTIVELY) 222 968 1,190
---------- ---------- -----------
TOTAL SHORT-TERM
INVESTMENTS
(COST $5,072, $968 AND
$6,040, RESPECTIVELY) 5,072 968 6,040
---------- ---------- -----------
TOTAL INVESTMENTS--99.2%
(COST $727,045, $61,468
AND $788,513,
RESPECTIVELY) $ 744,567 $ 61,992 $ 806,559
========== ========== ===========
</TABLE>
CHASE VISTA SELECT TAX FREE INCOME FUND FUTURES OUTSTANDING
<TABLE>
<CAPTION>
ORIGINAL NOTIONAL
NOTIONAL VALUE AT UNREALIZED
NUMBER OF EXPIRATION VALUE 08/31/2000 APPRECIATION
CONTRACTS DESCRIPTION DATE (USD) (USD) (USD)
--------- ----------- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Long Futures Outstanding
350 U.S. Treasury Bonds December, 2000 $34,877 $35,153 $276
</TABLE>
PRO FORMA COMBINED FUTURES OUTSTANDING
<TABLE>
<CAPTION>
ORIGINAL NOTIONAL
NOTIONAL VALUE AT UNREALIZED
NUMBER OF EXPIRATION VALUE 08/31/2000 APPRECIATION
CONTRACTS DESCRIPTION DATE (USD) (USD) (USD)
--------- ----------- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Long Futures Outstanding
350 U.S. Treasury Bonds December, 2000 $34,877 $35,153 $276
</TABLE>
INDEX:
* -- All or portion of this security is segregated for delayed delivery
securities.
~ -- Security is prerefunded or escrowed to maturity. The maturity date shown
is the date of the prerefunded call.
@ -- All or a portion of the security is segregated for futures.
COP -- Certificates of Participation.
Dorm -- Dormitory.
FRDO -- Floating Rate Demand Obligation. The maturity date shown is the next
interest reset date. The interest rate shown is the rate in effect at
August 31, 2000.
GO -- General Obligation.
IDA -- Industrial Development Authority.
IDR -- Industrial Development Revenue.
PCR -- Pollution Control Revenue.
Rev. -- Revenue Bond.
Ser. -- Series.
See notes to pro forma financial statements.
15
<PAGE>
CHASE VISTA SELECT TAX FREE INCOME FUND/CHASE VISTA TAX FREE INCOME FUND
PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
CHASE VISTA CHASE VISTA
SELECT TAX FREE TAX FREE PRO FORMA PRO FORMA
INCOME FUND INCOME FUND ADJUSTMENTS COMBINED
--------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at
value $ 744,567 $ 61,992 $ -- $ 806,559
Other assets 19 -- -- 19
Receivables:
Investment securities sold 122 -- -- 122
Interest 10,047 867 -- 10,914
Fund shares sold 1,077 1,114 -- 2,191
Margin account for futures
contracts 615 23 -- 638
---------- ---------- ---------- -----------
Total Assets 756,447 63,996 -- 820,443
---------- ---------- ---------- -----------
LIABILITIES:
Payables:
Investment securities
purchased -- 3,120 -- 3,120
Fund shares redeemed 20 163 -- 183
Dividends 2,986 70 -- 3,056
Accrued liabilities:
Investment advisory fees 190 3 -- 193
Administration fees 95 8 -- 103
Shareholder servicing fees 158 7 -- 165
Distribution fees -- 7 -- 7
Custodian fees 49 6 -- 55
Other 144 54 -- 198
---------- ---------- ---------- -----------
Total Liabilities 3,642 3,438 -- 7,080
---------- ---------- ---------- -----------
NET ASSETS:
Paid in capital 744,706 60,627 -- 805,333
Accumulated undistributed
(distributions in excess
of) net investment income 11 (78) -- (67)
Accumulated net realized
loss on investments and
futures transactions (9,710) (515) -- (10,225)
Net unrealized appreciation
of investments and futures
contracts 17,798 524 -- 18,322
---------- ---------- ---------- -----------
Net Assets $ 752,805 $ 60,558 $ -- $ 813,363
========== ========== ========== ===========
Shares of beneficial interest
outstanding ($.001 par value;
unlimited number of shares
authorized):
Class A Shares -- 4,047 3,904(a) 7,951
Class B Shares -- 890 850(a) 1,740
Class I Shares 120,377 -- -- 120,377
Net Asset Value:
Class A Shares (and
redemption price) -- $ 12.28 -- $ 6.25
Class B Shares* -- $ 12.22 -- $ 6.25
Class I Shares (and
redemption price) $ 6.25 -- -- $ 6.25
Class A Maximum Public
Offering Price Per Share
(net asset value per
share/95.5%) -- $ 12.86 -- $ 6.54
========== ========== ========== ===========
Cost of investments $ 727,045 $ 61,468 $ -- $ 788,513
========== ========== ========== ===========
</TABLE>
* Redemption price may be reduced by contingent deferred sales charge.
(a) Represents the difference between total additional shares to be issued (see
Note 2) and current Chase Vista Tax Free Income Fund shares outstanding.
See notes to pro forma financial statements.
16
<PAGE>
CHASE VISTA SELECT TAX FREE INCOME FUND/CHASE VISTA TAX FREE INCOME FUND
PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
CHASE VISTA CHASE VISTA PRO FORMA
SELECT TAX FREE TAX FREE PRO FORMA* CHASE VISTA
INCOME FUND INCOME FUND ADJUSTMENTS COMBINED
--------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME $40,697 $3,525 $ -- $44,222
------- ------ ------- -------
EXPENSES:
Investment advisory fees 2,201 190 -- 2,391
Administration fees 1,101 95 -- 1,196
Shareholder servicing fees 1,218 159 616(a)(d) 1,993
Distribution fees -- 218 -- 218
Custodian fees 151 67 (45)(b) 173
Printing and postage 21 24 (10)(b) 35
Professional fees 56 33 (30)(b) 59
Registration expenses 19 25 (10)(b) 34
Transfer agent fees 13 125 -- 138
Trustees' fees 37 3 -- 40
Other 59 3 -- 62
------- ------ ------- -------
Total expenses 4,876 942 521 6,339
------- ------ ------- -------
Less amounts waived 667 360 (774)(a)(e)
(20)(c) 233
Less earnings credits 10 1 -- 11
------- ------ ------- -------
Net expenses 4,199 581 1,315 6,095
------- ------ ------- -------
Net investment income 36,498 2,944 (1,315) 38,127
------- ------ ------- -------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on
investments transactions (9,111) (585) -- (9,696)
Futures transactions 329 70 -- 399
Change in net unrealized
appreciation/depreciation
of:
Investments 16,042 1,038 -- 17,080
Futures 276 -- -- 276
------- ------ ------- -------
Net realized and unrealized
loss on investments and
futures transactions 7,536 523 -- 8,059
------- ------ ------- -------
Net increase in net assets
from operations $44,034 $3,467 $(1,315) $46,186
======= ====== ======= =======
</TABLE>
(a) Reflects adjustment to investment advisory fees, administration fees,
shareholder servicing fees, distribution fees and/or related waivers based
on the surviving Fund's revised fee schedule.
(b) Reduction reflects the estimated benefit of combining operations.
(c) Reflects reduction of custody waivers consistent with estimated reduction
of custody expenses.
(d) Chase Vista Select Tax Free Income Fund did not charge shareholder
servicing fees from the period September 1, 1999 to January 2, 2000.
(e) Waivers reflected in the historical financial statement amounts do not
reflect current expense arrangements or waivers. During the twelve months
ended August 31, 2000, Chase Vista Tax Free Income Fund waived substantial
investment advisory fees, shareholder servicing fees and distribution fees,
and Chase Vista Select Tax Free Income Fund waived substantial investment
advisory fees and administration fees. Those waivers have since been
discontinued or significantly reduced.
* Reflects the annualization of increased fee levels introduced during the
financial period shown.
See notes to pro forma financial statements.
17
<PAGE>
CHASE VISTA SELECT TAX FREE INCOME FUND/CHASE VISTA TAX FREE INCOME FUND
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF COMBINATION:
The Pro Forma Combining Statement of Assets and Liabilities, Statement of
Operations and Schedule of Portfolio Investments ("Pro Forma Statements")
reflect the accounts of Chase Vista Select Tax Free Income Fund ("CVSTFIF") and
Chase Vista Tax Free Income Fund ("CVTFIF") as if the proposed reorganization
occurred as of and for the twelve months ended August 31, 2000.
The Pro Forma Statements give effect to the proposed transfer of all assets and
liabilities of CVTFIF in exchange for shares in CVSTFIF. The Pro Forma
Statements should be read in conjunction with the historical financial
statements of each Fund which have been incorporated by reference in their
respective Statement of Additional Information.
2. SHARES OF BENEFICIAL INTEREST:
Immediately prior to the Reorganization, existing shares of CVSTFIF would be
renamed Institutional Class Shares and CVSTFIF would commence offering Class A
Shares and Class B Shares. The net asset value per share for Class A and B
Shares at the commencement of offering would be identical to the closing net
asset value per share for the Institutional Class Shares immediately prior to
the Reorganization.
Under the proposed Reorganization, each shareholder of CVTFIF would receive
shares of CVSTFIF with a value equal to their holding in CVTFIF. Holders of
Class A Shares in CVTFIF would receive Class A Shares in CVSTFIF and holders of
Class B Shares in CVTFIF would receive Class B Shares in CVSTFIF. Therefore, as
a result of the proposed Reorganization, current shareholders of CVTFIF will
become shareholders of CVSTFIF.
The pro forma net asset value per share assumes the issuance of additional
shares of CVSTFIF which would have been issued on August 31, 2000 in connection
with the proposed Reorganization. The amount of additional shares assumed to be
issued was calculated based on the August 31, 2000 net assets of CVTFIF and the
net asset value per share of CVSTFIF.
<TABLE>
CLASS A CLASS B
SHARES SHARES
<S> <C> <C>
Additional Shares Issued 7,950,813 1,739,622
Net Assets August 31, 2000 CVTFIF $49,688,605 $10,869,098
Net Asset Value Per Share CVSTFIF $6.25 $6.25
</TABLE>
3. PRO FORMA OPERATIONS:
The Pro Forma Statement of Operations assumes similar rates of gross investment
income for the investments of each Fund. Accordingly, the combined gross
investment income is equal to the sum of each Fund's gross investment income.
Certain expenses have been adjusted to reflect the expected expenses of the
combined entity. The pro forma investment advisory, administration, shareholder
servicing and distribution fees of the combined Fund and/or the related waivers
are based on the fee schedule in effect for CVSTFIF at the combined level of
average net assets for the twelve months ended August 31, 2000. The Pro Forma
Statement of Operations does not include the effect of any realized gains or
losses, or transaction fees incurred in connection with the realignment of the
portfolio.
18
<PAGE>
FORM N-14
Part C -- OTHER INFORMATION
Item 15. Indemnification.
----------------
Reference is hereby made to Article V of the Registrant's Declaration of
Trust.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser, administrator and distributor are insured
under an errors and omissions liability insurance policy. The Registrant and
its officers are also insured under the fidelity bond required by Rule 17g-1
under the Investment Company Act of 1940.
Under the terms of the Registrant's Declaration of Trust, the Registrant
may indemnify any person who was or is a Trustee, officer or employee of the
Registrant to the maximum extent permitted by law; provided, however, that
any such indemnification (unless ordered by a court) shall be made by the
Registrant only as authorized in the specific case upon a determination that
indemnification of such persons is proper in the circumstances. Such
determination shall be made (i) by the Trustees, by a majority vote of a
quorum which consists of Trustees who are neither in Section 2(a)(19) of the
Investment Company Act of 1940, nor parties to the proceeding, or (ii) if the
required quorum is not obtainable or, if a quorum of such Trustees so
directs, by independent legal counsel in a written opinion. No
indemnification will be provided by the Registrant to any Trustee or officer
of the Registrant for any liability to the Registrant or shareholders to
which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of duty.
Insofar as the conditional advancing of indemnification monies for
actions based upon the Investment Company Act of 1940 may be concerned, such
payments will be made only on the following conditions: (i) the advances must
be limited to amounts used, or to be used, for the preparation or
presentation of a defense to the action, including costs connected with the
preparation of a settlement; (ii) advances may be made only upon receipt of a
written promise by, or on behalf of, the recipient to repay that amount of
the advance which exceeds that amount to which it is ultimately determined
that he is entitled to receive from the Registrant by reason of
indemnification; and (iii) (a) such promise must be secured by a surety bond,
other suitable insurance or an equivalent form of security which assures that
any repayments may be obtained by the Registrant without delay or litigation,
which bond, insurance or other form of security must be provided by the
recipient of the advance, or (b) a majority of a quorum of the Registrant's
disinterested, non-party Trustees, or an independent legal counsel in a
written opinion, shall determine, based upon a review of readily available
facts, that the recipient of the advance ultimately will be found entitled to
indemnification.
Part-C-1
<PAGE>
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to Trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Trustee, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
Item 16. Exhibits.
---------
1 Declaration of Trust. (1)
2 By-laws. (1)
3 None
4 Plan of Reorganization filed herewith as Appendix A to the Combined
Prospects/Proxy Statement.
5 Declaration of Trust and By-laws. (1)
6 (a) Form of Investment Advisory Agreement. (1)
6 (b) Form of Investment Sub-Advisory Agreement between The Chase
Manhattan Bank and Chae Asset Management, Inc. (1)
7 Distribution and Sub-Administration Agreement. (1)
8 (a) Retirement Plan for Eligible Trustees. (2)
8 (b) Deferred Compensation Plan for Eligible Trustees. (2)
9 Form of Custodian Agreement. (1)
10 None
Part-C-2
<PAGE>
11 None
12 Opinion and Consent of Simpson Thacher & Bartlett as to Tax
Consequenes. (4)
13 (a) Form of Transfer Agency Agreement. (1)
13 (b) Form of Shareholder Servicing Agreement. (1)
13 (c) Form of Administration Agreement. (1)
14 Consent of PricewaterhouseCoopers LLP. (3)
15 None
16 None
17 (a) Form of Proxy Card. (3)
17 (b) Prospectus for Chase Vista Select Tax Free Income Fund. (3)
17 (c) Prospectus for Chase Vista Tax Free Income Fund. (3)
17 (d) Statement of Additional Information of MFST. (3)
17 (e) Statement of Additional Information of MFT. (3)
17 (f) Annual Report to Shareholders of Chase Vista Select Tax Free
Income Fund dated August 31, 2000. (3)
17(g) Annual Report to Shareholders of Chase Vista Tax Free Income Fund
dated August 31, 2000. (3)
(1) Filed as an Exhibit to the Registration Statement on Form N-1A on
October 2, 1996.
(2) Filed as an Exhibit to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A on November 15, 1996.
(3) Filed herewith.
(4) To be filed by amendment.
Part-C-3
<PAGE>
Item 17. Undertakings.
--------------
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus which
is part of this registration statement by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c) of the Securities Act
of 1933, as amended (the "1933 Act"), the reoffering prospectus will contain
the information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1), above, will be filed as part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.
Part-C-4
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this registration statement
has been signed on behalf of the registrant, in the City of New York and the
State of New York, on the 25th day of October, 2000.
MUTUAL FUND SELECT TRUST
Registrant
By:
H. Richard Vartabedian
President
As required by the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities
and on the dates indicated.
* Chairman and Trustee October 25, 2000
---------------------------
Fergus Reid, III
/s/ H. Richard Vartabedian President and Trustee October 25, 2000
---------------------------
H. Richard Vartabedian
* Trustee October 25, 2000
---------------------------
William J. Armstrong
* Trustee October 25, 2000
---------------------------
John R. H. Blum
* Trustee October 25, 2000
---------------------------
Stuart W. Cragin, Jr.
* Trustee October 25, 2000
---------------------------
* Roland R. Eppley, Jr.
<PAGE>
* Trustee October 25, 2000
---------------------------
Joseph J. Harkins
* Trustee October 25, 2000
---------------------------
Sarah E. Jones
* Trustee October 25, 2000
---------------------------
W.D. MacCallan
* Trustee October 25, 2000
---------------------------
George E. McDavid
* Trustee October 25, 2000
---------------------------
W. Perry Neff
* Trustee October 25, 2000
---------------------------
Leonard M. Spalding, Jr.
* Trustee October 25, 2000
---------------------------
Irv Thode
* Trustee October 25, 2000
---------------------------
Richard E. Ten Haken
* Treasurer and October 25, 2000
--------------------------- Principal Financial Officer
Martin R. Dean
/s/ H. Richard Vartabedian Attorney in Fact October 25, 2000
---------------------------
H. Richard Vartabedian
<PAGE>
EXHIBITS
Item Description
(14) Consent of PricewaterhouseCoopers LLP.
(17) (a) Form of Proxy Card.
(b) Prospectus for Chase Vista Select Tax Free Income Fund.
(c) Prospectus for Chase Vista Tax Free Income Fund.
(d) Statement of Additional Information of MFST.
(e) Statement of Additional Information of MFT.
(f) Annual Report to Shareholders of Chase Vista Select Tax Free Income
Fund dated August 31, 2000.
(g) Annual Report to Shareholders of Chase Vista Tax Free Income Fund
dated August 31, 2000.
