<PAGE>
As filed with the Securities and Exchange Commission on October 25, 2000
Registration No. 33-14196/811-5151
================================================================================
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 GROUP
Area Code and Telephone Number:
1-800-34-VISTA
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
================================================================================
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. 33-14196/811-5151) 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 GROUP
FORM N-14
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(a)
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ITEM NO. HEADING
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PART A
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1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus ......................................... Cover Page
2. Beginning and Outside Back Cover Page
of Prospectus ...................................... Table of Contents
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 Small Cap Equity Fund
6. Information About the Company Being Acquired ....... Summary; Information Relating to the Proposed
Reorganization; Investment Policies; Additional
Information About Chase Small Capitalization Fund
7. Voting Information ................................. Summary; Information Relating to Voting Matters
8. Interest of Certain Persons and
Experts ............................................ Information Relating to Voting Matters
9. Additional Information Required for Reoffering by
Persons Deemed to be Underwriters .................. Inapplicable
PART B
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10. Cover Page ......................................... Statement of Additional Information; Cover Page
11. Table of Contents .................................. Table of Contents
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
</TABLE>
PART C
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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.
-i-
<PAGE>
CHASE SMALL CAPITALIZATION FUND
A SERIES OF MUTUAL FUND INVESTMENT 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 Small Capitalization Fund, a
series of Mutual Fund Investment Trust ("MFIT"), 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 Small Capitalization
Fund into Chase Vista Small Cap Equity Fund, a series of Mutual Fund Group
("MFG") (the "Reorganization"). After the Reorganization, shareholders will hold
an interest in Chase Vista Small Cap Equity Fund, which is also advised by The
Chase Manhattan Bank ("Chase"). The investment objective and policies for Chase
Vista Small Cap Equity Fund are substantially similar to those of Chase Small
Capitalization Fund. MFG is comprised of 20 portfolios, each managed by Chase,
consisting of income and equity funds. [In connection with the Reorganization,
Chase Vista Small Cap Equity Fund will be renamed "Chase ________________ Small
Cap Equity Fund."]
After the proposed Reorganization, your investment would be in a larger
combined fund with substantially similar 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 Small Capitalization Fund and
Chase Vista Small Cap Equity Fund is Chase. The sub-adviser for Chase Vista
Small Cap Equity Fund is Chase Fleming Asset Management (USA) Inc. ("CFAM").
Chase Small Capitalization Fund has no sub-adviser; however, 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 Small Cap Equity Fund and MFG to Chase Small Capitalization Fund and MFIT.
The cost and expenses associated with the Reorganization, including costs of
soliciting proxies, will be borne by Chase and not by Chase Small Capitalization
Fund, MFIT, Chase Vista Small Cap Equity Fund, MFG or their shareholders.
If approval of the Reorganization is obtained, you will automatically
receive shares of Chase Vista Small Cap Equity Fund.
The Proposal has been carefully reviewed by the Board of Trustees of MFIT,
which has approved the Proposal.
THE BOARD OF TRUSTEES OF MFIT 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 1-800-5-CHASE-0.
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 substantially
similar investment policies and which are managed by the same portfolio
management team.
IF THE REORGANIZATION IS APPROVED, WHAT WILL HAPPEN?
Under the Reorganization, Chase Small Capitalization Fund would transfer all
of its assets and liabilities to Chase Vista Small Cap Equity Fund and would
receive, in exchange, shares of Chase Vista Small Cap Equity Fund. Chase Small
Capitalization Fund would then be liquidated and the shares of Chase Vista Small
Cap Equity Fund would be distributed to shareholders such as you. After the
Reorganization, you would own shares in Chase Vista Small Cap Equity Fund rather
than Chase Small Capitalization Fund. Holders of Investor Class Shares would
receive Class A Shares in Chase Vista Small Cap Equity Fund and holders of
Premier Class Shares would receive Institutional Class Shares in Chase Vista
Small Cap Equity Fund.
WHAT WILL BE THE EFFECT ON THE INVESTMENT STRATEGIES ASSOCIATED WITH MY
INVESTMENT IF THE PROPOSED CHANGES ARE APPROVED?
Chase Vista Small Cap Equity Fund has a substantially similar investment
objective and investment policies to that of Chase Small Capitalization Fund.
The differences in investment policies between the two Funds are that the Chase
Vista Small Cap Equity Fund is subject to percentage limitations on certain
types of investments such as foreign securities and convertible securities.
Also, Chase Small Capitalization Fund is required to invest a higher percentage
of its assets in equity securities of small cap companies. In addition, the
Chase Vista Small Cap Equity Fund is a non-diversified fund under federal
securities laws while the Chase Small Capitalization Fund is a diversified fund.
Unlike the Chase Small Capitalization Fund, Chase Vista Small Cap Equity Fund is
not permitted to invest in non-U.S. Government debt securities. 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) TOTAL EXPENSE RATIO IS EXPECTED TO BE HIGHER
FOR INSTITUTIONAL CLASS SHARES OF CHASE VISTA SMALL CAP EQUITY FUND THAN IT IS
FOR PREMIER CLASS SHARES OF CHASE SMALL CAPITALIZATION FUND. However, Chase has
committed to waive fees payable to it and to reimburse expenses such that the
actual (or post-waiver) total expense ratio will remain the same or be less for
at least one year after the Reorganization.
The contractual (or pre-waiver) total expense ratio for Class A Shares of
Chase Vista Small Cap Equity Fund will be the same or lower than it is for
Investor Class Shares of Chase Small Capitalization Fund. However, Chase will
not waive fees or reimburse expenses on such Class A Shares of Chase Vista Small
Cap Equity Fund. AS A RESULT, THE ACTUAL (OR POST-WAIVER) TOTAL EXPENSE RATIO
FOR CLASS A SHARES OF CHASE VISTA SMALL CAP EQUITY FUND IS EXPECTED TO BE HIGHER
THAN THAT OF INVESTOR CLASS SHARES OF CHASE SMALL CAPITALIZATION FUND.
WILL THERE BE ANY CHANGE IN WHO MANAGES MY INVESTMENT?
The same portfolio management team which manages the day-to-day investment
activities of Chase Small Capitalization Fund also manages Chase Vista Small Cap
Equity 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 Small
Capitalization Fund or Chase Vista Small Cap Equity Fund (or shareholders of
either fund).
HOW WILL SHAREHOLDER SERVICES CHANGE?
Substantially similar services are available to shareholders of both Chase
Small Capitalization Fund and Chase Vista Small Cap Equity 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 Small Cap Equity Fund.
<PAGE>
AS A HOLDER OF SHARES OF CHASE SMALL CAPITALIZATION 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 SMALL CAPITALIZATION FUND,
A SERIES OF MUTUAL FUND INVESTMENT 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 Small Capitalization Fund:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders
("Shareholders") of Chase Small Capitalization Fund ("Chase Small Capitalization
Fund"), a series of Mutual Fund Investment Trust ("MFIT"), 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. 1. To consider and act upon a proposal to approve an Agreement and
Plan of Reorganization (the "Reorganization Plan") by and between
MFIT, on behalf of Chase Small Capitalization Fund, and Mutual Fund
Group ("MFG"), on behalf of Chase Vista Small Cap Equity Fund, and the
transactions contemplated thereby, including (a) the transfer of all
of the assets and liabilities of Chase Small Capitalization Fund to
Chase Vista Small Cap Equity Fund, a series of MFG ("Chase Vista Small
Cap Equity Fund") in exchange for (i) Class A Shares of Chase Vista
Small Cap Equity Fund (the "Class A Shares") and (ii) Institutional
Class Shares of Chase Vista Small Cap Equity Fund ("Institutional
Class Shares" and together with the Class A Shares, the "Chase Vista
Small Cap Equity Fund Shares"), as applicable; and (b) the
distribution of such Chase Vista Small Cap Equity Fund Shares to the
Shareholders of Chase Small Capitalization 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 MFIT. 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 SMALL CAPITALIZATION 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 SMALL CAPITALIZATION FUND,
A SERIES OF MUTUAL FUND INVESTMENT TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
(800) 5-CHASE-0
BY AND IN EXCHANGE FOR SHARES OF
CHASE VISTA SMALL CAP EQUITY FUND,
A SERIES OF MUTUAL FUND GROUP
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
(800) 34-VISTA
This Combined Prospectus/Proxy Statement relates to the proposed
reorganization of Chase Small Capitalization Fund ("Chase Small Capitalization
Fund"), a series of Mutual Fund Investment Trust ("MFIT"), into Chase Vista
Small Cap Equity Fund ("Chase Vista Small Cap Equity Fund"), a series of Mutual
Fund Group ("MFG"). If approved by Shareholders, the proposed reorganization
would be effected by transferring all of the assets and liabilities of Chase
Small Capitalization Fund, which is a series of MFIT, to Chase Vista Small Cap
Equity Fund, a series of MFG having substantially similar investment objectives
and policies as Chase Small Capitalization Fund, in exchange for shares of Chase
Vista Small Cap Equity Fund (the "Reorganization"). MFG and MFIT 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, the Chase Vista Small Cap Equity Fund will
be renamed "Chase ________________ Small Cap Equity Fund."]
Under the proposed Reorganization, each shareholder of Chase Small
Capitalization Fund (the "Chase Small Capitalization Fund Shareholders") would
receive Shares (the "Chase Vista Small Cap Equity Fund Shares") of Chase Vista
Small Cap Equity Fund with a value equal to such Chase Small Capitalization Fund
Shareholder's holdings in Chase Small Capitalization Fund. Holders of Investor
Class Shares would receive Class A Shares (the "Class A Shares") in Chase Vista
Small Cap Equity Fund and holders of the Premier Class Shares would receive
Institutional Class Shares (the "Institutional Class Shares") in Chase Vista
Small Cap Equity Fund. Therefore, as a result of the proposed Reorganization,
current Shareholders of Chase Small Capitalization Fund will become shareholders
of Chase Vista Small Cap Equity Fund ("Chase Vista Small Cap Equity Fund
Shareholders").
MFIT 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. MFG is registered as an open-end management
investment company under the 1940 Act and currently has 20 series of mutual fund
portfolios. The Chase Manhattan Bank ("Chase") currently serves as investment
adviser for both Chase Small Capitalization Fund and Chase Vista Small Cap
Equity Fund. Chase Fleming Asset Management (USA) Inc. ("CFAM") serves as
sub-adviser for Chase Vista Small Cap Equity Fund. There is no sub-adviser for
Chase Small Capitalization Fund; however, 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. Prior
to August 1, 2000, Chase Bank of Texas, N.A. ("Chase Texas") was the sub-adviser
for Chase Small Capitalization Fund and employed the same portfolio management
team as CFAM. On August 1, 2000, Chase Texas became a part of Chase through an
unrelated reorganization.
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 MFIT, on behalf of Chase
Small Capitalization Fund, and MFG, on behalf of Chase Vista Small Cap Equity
Fund, attached to this Combined Prospectus/Proxy Statement as Appendix A.
<PAGE>
The Board of Trustees of MFIT 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 Chase Manhattan Bank, One
Chase Square, Third Floor Garden Room, Rochester, New York 14643, at which
meeting shareholders in Chase Small Capitalization 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 Small Capitalization Fund for
the meeting of its Shareholders and also constitutes MFG's prospectus for Chase
Vista Small Cap Equity 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 MFIT and MFG that a
prospective investor should know before voting on the Proposal. The current
prospectuses for Chase Small Capitalization Fund and Chase Vista Small Cap
Equity 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 MFIT and MFG 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 MFIT at
its address noted above or by calling 1-800-5-CHASE-0.
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 MFIT.
INVESTMENTS IN CHASE VISTA SMALL CAP EQUITY FUND ARE SUBJECT TO RISK--
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NO SHARES IN CHASE VISTA SMALL CAP
EQUITY 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
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Page
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INTRODUCTION..................................... 1
SUMMARY.......................................... 1
RISK FACTORS..................................... 6
INFORMATION RELATING TO THE PROPOSED
REORGANIZATION................................. 7
INVESTMENT POLICIES.............................. 10
PURCHASES, REDEMPTIONS AND EXCHANGES............. 12
DISTRIBUTIONS AND TAXES.......................... 15
COMPARISON OF CHASE SMALL CAPITALIZATION FUND'S
AND CHASE VISTA SMALL CAP EQUITY FUND'S
ORGANIZATION STRUCTURES........................ 16
INFORMATION RELATING TO THE ADVISORY CONTRACTS... 17
BOARD OF TRUSTEES................................ 21
INFORMATION RELATING TO VOTING MATTERS........... 22
ADDITIONAL INFORMATION ABOUT MFIT................ 24
ADDITIONAL INFORMATION ABOUT MFG................. 24
FINANCIAL STATEMENTS AND EXPERTS................. 25
OTHER BUSINESS................................... 25
LITIGATION....................................... 25
SHAREHOLDER INQUIRIES............................ 25
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 Small Capitalization Fund, a portfolio of Mutual Fund
Investment Trust ("MFIT"), an open-end management investment company, in
connection with the solicitation by the Board of Trustees of MFIT ("MFIT Board")
of proxies to be used at a Special Meeting of Shareholders of Chase Small
Capitalization 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 Small Capitalization Fund shareholders (the "Chase
Small Capitalization Fund Shareholders") will consider and vote upon an
Agreement and Plan of Reorganization (the "Reorganization Plan") dated October
31, 2000 between MFIT, on behalf of Chase Small Capitalization Fund, and MFG, on
behalf of Chase Vista Small Cap Equity Fund (the "Chase Vista Small Cap Equity
Fund," together with Chase Small Capitalization Fund, the "Funds"), pursuant to
which all of the assets and liabilities of Chase Small Capitalization Fund will
be transferred to Chase Vista Small Cap Equity Fund in exchange for shares (the
"Chase Vista Small Cap Equity Fund Shares") of Chase Vista Small Cap Equity
Fund. As a result of this transaction (the "Reorganization"), Chase Small
Capitalization Fund Shareholders will become shareholders of Chase Vista Small
Cap Equity Fund and will receive Chase Vista Small Cap Equity Fund Shares equal
in value to their holdings in Chase Small Capitalization Fund on the date of the
Reorganization. Holders of Investor Class Shares in Chase Small Capitalization
Fund would receive Class A Shares ("Class A Shares") in Chase Vista Small Cap
Equity Fund and holders of Premier Class Shares in Chase Small Capitalization
Fund would receive Institutional Class Shares ("Institutional Class Shares") in
Chase Vista Small Cap Equity Fund. [In connection with the Reorganization, Chase
Vista Small Cap Equity Fund will be renamed "Chase ________________ Small Cap
Equity Fund."] Further information relating to Chase Vista Small Cap Equity Fund
is set forth herein. The proposed Reorganization is occasionally referred to
herein as the "Proposal."
THE MFIT BOARD HAS RECOMMENDED THAT SHAREHOLDERS
VOTE "FOR" THE PROPOSAL.
Approval of the Reorganization Plan by Chase Small Capitalization Fund
requires the affirmative vote of the lesser of (i) 67% or more of the Chase
Small Capitalization Fund Shares present at the Meeting and (ii) more than 50%
of all outstanding Chase Small Capitalization Fund Shares. If the Reorganization
Plan is not approved by Chase Small Capitalization Fund Shareholders, the MFIT
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 the Chase Vista Small Cap
Equity Fund Shares, and the Reorganization Plan attached to this Combined
Prospectus/Proxy Statement as Appendix A. Chase Small Capitalization Fund's and
Chase Vista Small Cap Equity Fund's Semi-Annual Reports to Shareholders and
their Annual Reports to Shareholders are enclosed with this Combined
Prospectus/Proxy Statement.
PROPOSED TRANSACTION
Pursuant to the proposed Reorganization Plan, Chase Small Capitalization
Fund, an existing series of MFIT, will transfer all of its assets and
liabilities to Chase Vista Small Cap Equity Fund in exchange for shares of Chase
Vista Small Cap Equity Fund, a series of MFG.
Under the proposed Reorganization, each Chase Small Capitalization Fund
Shareholder would receive a number of Chase Vista Small Cap Equity 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 Small Capitalization Fund
Shares on such date. Therefore, following the proposed Reorganization, Chase
Small Capitalization Fund Shareholders will be Chase Vista Small Cap Equity Fund
Shareholders.
THE CONTRACTUAL (OR PRE-WAIVER) TOTAL EXPENSE RATIO IS EXPECTED TO BE HIGHER
FOR INSTITUTIONAL CLASS SHARES OF CHASE VISTA SMALL CAP EQUITY FUND THAN IT IS
FOR PREMIER CLASS SHARES OF CHASE SMALL CAPITALIZATION FUND. However, Chase has
committed to waive fees payable to it and to reimburse expenses
1
<PAGE>
such that the actual (or post-waiver) total expense ratio will remain the same
or be less for at least one year after the Reorganization. THE ACTUAL (OR
POST-WAIVER) TOTAL EXPENSE RATIO FOR CLASS A SHARES OF CHASE VISTA SMALL CAP
EQUITY FUND IS EXPECTED TO BE HIGHER THAN THAT OF INVESTOR CLASS SHARES OF CHASE
SMALL CAPITALIZATION FUND. Chase Small Capitalization Fund Shareholders holding
Investor Class Shares will receive Class A Shares in the Reorganization, but
will not have to pay a sales charge. In addition, such Shareholders will not
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 Small Cap Equity 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 MFIT Board and the MFG 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 Small Capitalization Fund and Chase
Vista Small Cap Equity 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 Chase Vista Small Cap Equity Fund
pursuant to an agreement with Chase and manages Chase Vista Small Cap Equity
Fund on a day-to-day basis. The same portfolio management team which manages the
Chase Small Capitalization Fund manages and will continue to manage the Chase
Vista Small Cap Equity Fund. Prior to August 1, 2000, Chase Bank of Texas, N.A.
("Chase Texas") was the sub-adviser for Chase Small Capitalization Fund and
employed the same portfolio management team as CFAM. On August 1, 2000, Chase
Texas became a part of Chase through an unrelated reorganization. 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 Small Cap Equity Fund and Chase Small
Capitalization Fund.
REASONS FOR THE REORGANIZATION
The MFIT Board decided to reorganize Chase Small Capitalization Fund into
Chase Vista Small Cap Equity Fund to increase operational and administrative
efficiencies, since the two funds have substantially similar investment
objectives and policies and are managed by the same portfolio management team.
In addition, Chase Small Capitalization Fund Shareholders will have a greater
variety of investment opportunities available since they can exchange Chase
Vista Small Cap Equity Fund Shares for shares in other Chase Vista funds at net
asset value, subject to certain restrictions described in this Combined
Prospectus/Proxy Statement.
FEDERAL INCOME TAX CONSEQUENCES
Simpson Thacher & Bartlett, counsel to MFIT, 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 Small Capitalization Fund,
Chase Vista Small Cap Equity Fund or their respective shareholders. The holding
period and tax basis of Chase Vista Small Cap Equity Fund Shares will be the
same as the holding period and tax cost basis of the shareholder's shares of
Chase Small Capitalization Fund. In addition, the holding period and tax basis
of those assets owned by Chase Small Capitalization Fund transferred to Chase
Vista Small Cap Equity Fund will be identical for Chase Small Capitalization
Fund. See "Information Relating to the Proposed Reorganization--Federal Income
Tax Consequences."
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of Chase Small Capitalization Fund is to provide
capital growth, whereas the investment objective of Chase Vista Small Cap Equity
Fund seeks capital growth over the long term.
The investment policies of Chase Small Capitalization Fund and Chase Vista
Small Cap Equity Fund are substantially similar. Chase Small Capitalization Fund
normally invests at least 70% of its total assets in equity-based securities of
small capitalization issuers. (Issuers with a market capitalization of $100
million to $1 billion are considered small capitalization companies.) Chase
Vista Small Cap Equity Fund invests at least 80% of its total assets in equity
securities and at least 65% of its total assets in equity securities of small
capitalization companies. Additionally, Chase Vista Small Cap Equity Fund
policies include certain limitations on the types of securities it may own, such
as foreign securities (20%) and convertible securities
2
<PAGE>
(20%). In addition, Chase Vista Small Cap Equity Fund is a non-diversified fund
under federal securities laws while the Chase Small Capitalization Fund is a
diversified fund. Unlike Chase Small Capitalization Fund, Chase Vista Small Cap
Equity Fund is not permitted to invest in non-U.S. Government debt obligations.
ADDITIONAL TRUST PORTFOLIOS
In addition to Chase Small Capitalization Fund, MFIT currently offers ten
additional portfolios:
<TABLE>
<S> <C>
Balanced Fund Income Fund
Core Equity Fund Intermediate Bond Fund
Equity Growth Fund Money Market Fund
Equity Growth Fund II Short-Intermediate Term U.S. Government
Securities Fund
Equity Income Fund U.S. Government Securities Fund
</TABLE>
Detailed descriptions of each MFIT portfolio can be found in the MFIT
prospectuses and Statement of Additional Information. MFIT may add or subtract
additional 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.
In addition to Chase Vista Small Cap Equity Fund, MFG currently offers 19
additional portfolios:
<TABLE>
<S> <C>
Balanced Fund International Equity Fund
Bond Fund Japan Fund
Capital Growth Fund Large Cap Equity Fund
Core Equity Fund Select Growth and Income Fund
Equity Growth Fund Short-Term Bond Fund
Equity Income Fund Small Cap Opportunities Fund
European Fund Strategic Income Fund
Focus Fund U.S. Government Securities Fund
Growth and Income Fund U.S. Treasury Income Fund
H&Q Technology Fund
</TABLE>
Detailed descriptions of each MFG portfolio can be found in the MFG
prospectuses and Statement of Additional Information. MFG 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 SMALL CAP EQUITY FUND
The following discussion highlights the principal risk factors associated
with an investment in Chase Vista Small Cap Equity Fund. These investment risks,
in general, are those typically associated with investing in a managed portfolio
of securities of small capitalization companies which may trade less frequently
and in smaller volumes than securities of larger, more established companies. As
a result, share price changes may be more sudden or erratic. Smaller companies
may also be riskier because they may have limited product lines, markets or
financial resources, and they may depend on a small management group.
CERTAIN ARRANGEMENTS WITH SERVICE PROVIDERS
ADVISORY SERVICES
The investment adviser for both Chase Small Capitalization Fund and Chase
Vista Small Cap Equity Fund is Chase. Chase oversees the asset management and
administration of both Chase Small Capitalization Fund and Chase Vista Small Cap
Equity Fund. As compensation for its services, Chase receives a management fee
from each of Chase Small Capitalization Fund and Chase Vista Small Cap Equity
Fund at an annual rate of 0.75% and 0.65%, respectively, of their respective
average daily net assets. A portion of the fee generated with respect to Chase
Vista Small Cap Equity Fund is used to pay CFAM, Chase Vista Small Cap Equity
Fund's sub-adviser.
Pursuant to the terms of advisory agreements between Chase and MFIT and
between Chase and MFG (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 Small Capitalization Fund, subject to
the general supervision of the MFIT Board, and Chase Vista Small Cap Equity
Fund, subject to the general supervision of the MFG Board. Pursuant to an
investment sub-advisory agreement between Chase and CFAM (the "Subadvisory
Agreement"), Chase delegates certain of these responsibilities to CFAM with
3
<PAGE>
respect to Chase Vista Small Cap Equity Fund. For the investment sub-advisory
services rendered to Chase Vista Small Cap Equity Fund and Chase, CFAM is
entitled to receive from Chase an annual fee of 0.30% of Chase Vista Small Cap
Equity 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 Small Cap Equity Fund and Chase Small
Capitalization 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 Small
Cap Equity Fund. CFD Fund Distributors, Inc. ("CFD"), another wholly-owned
indirect subsidiary of BISYS, is the distributor for Chase Small Capitalization
Fund. VFD and CFD are 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
Small Capitalization Fund and Chase Vista Small Cap Equity 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 Small Capitalization Fund and Chase Vista
Small Cap Equity Fund.
PricewaterhouseCoopers LLP ("PwC") serves as both Chase Small Capitalization
Fund's and Chase Vista Small Cap Equity 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 MFIT or MFG engages it to
do so.
ORGANIZATION
Each of MFIT and MFG is organized as a Massachusetts business trust. Chase
Small Capitalization Fund is organized as a series of MFIT and Chase Vista Small
Cap Equity Fund is organized as a series of MFG.
PURCHASES, REDEMPTIONS AND EXCHANGES
The procedures for making purchases, redemptions and exchanges of shares of
Chase Vista Small Cap Equity Fund are similar to those with respect to shares of
Chase Small Capitalization Fund.
4
<PAGE>
COMPARATIVE FEE AND EXPENSE TABLES
The table below shows (i) information regarding the fees and expenses paid
by each of Chase Small Capitalization Fund and Chase Vista Small Cap Equity Fund
that reflect current expense arrangements, and (ii) estimated fees and expenses
on a pro forma basis for Chase Vista Small Cap Equity Fund after giving effect
to the proposed Reorganization. Under the proposed Reorganization, holders of
Investor Class Shares in Chase Small Capitalization Fund would receive Class A
Shares in Chase Vista Small Cap Equity Fund and holders of Premier Class Shares
in Chase Small Capitalization Fund would receive Institutional Class Shares in
Chase Vista Small Cap Equity Fund. SHAREHOLDERS RECEIVING CLASS A SHARES WILL
NOT PAY A SALES LOAD ON SHARES RECEIVED IN THE REORGANIZATION OR ON ADDITIONAL
CLASS A SHARES THEY BUY IN THE FUTURE.
THE CONTRACTUAL (OR PRE-WAIVER) TOTAL EXPENSE RATIO WILL BE HIGHER FOR
INSTITUTIONAL CLASS SHARES OF CHASE VISTA SMALL CAP EQUITY FUND THAN IT IS FOR
PREMIER CLASS SHARES OF CHASE SMALL CAPITALIZATION FUND. However, Chase has
committed to waive fees payable to it and to reimburse expenses such that the
actual (or post-waiver) total expense ratio will remain the same or be less for
at least one year after the Reorganization. The contractual (or pre-waiver)
total expense ratio for Class A Shares of Chase Vista Small Cap Equity Fund will
be the same or lower than it is for Investor Class Shares of Chase Small
Capitalization Fund. However, Chase will not waive fees or reimburse expenses on
such Class A Shares of Chase Vista Small Cap Equity Fund. AS A RESULT, THE
ACTUAL TOTAL EXPENSE RATIO (OR POST-WAIVER) FOR CLASS A SHARES OF CHASE VISTA
SMALL CAP EQUITY FUND IS EXPECTED TO BE HIGHER THAN THAT OF INVESTOR CLASS
SHARES OF CHASE SMALL CAPITALIZATION FUND.
<TABLE>
<CAPTION>
CHASE VISTA SMALL
CAP CHASE VISTA SMALL CAP
CHASE SMALL EQUITY FUND(B) EQUITY FUND (COMBINED)(C)
CAPITALIZATION FUND(A) ----------------------- ---------------------------
--------------------------- CURRENT CURRENT PRO FORMA PRO FORMA
INVESTOR PREMIER CLASS A INSTITUTIONAL CLASS A INSTITUTIONAL
CLASS SHARES CLASS SHARES SHARES SHARES SHARES CLASS SHARES
------------ ------------- -------- ------------- ------------ -------------
<S> <C> <C> <C> <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 None None 5.75% None 5.75% None
ANNUAL FUND OPERATING
EXPENSES
(EXPENSES THAT ARE
DEDUCTED FROM FUND
ASSETS)
Management Fees 0.75% 0.75% 0.65% 0.65% 0.65% 0.65%
Distribution (12b-1) Fees 0.25% None 0.25% None 0.25% None
Other Expenses 0.53% 0.28% 0.52% 0.48% 0.52% 0.47%
Total Annual Fund
Operating Expenses 1.53% 1.03% 1.42% 1.13% 1.42% 1.12%
</TABLE>
---------------------
(a) The actual Management Fees for Investor and Premier Class shares of Chase
Small Capitalization Fund are expected to be 0.72% and 0.72%, respectively,
actual Distribution Fees are expected to be 0.00% and 0.00%, respectively,
and Total Annual Fund Operating Expenses are not expected to exceed 1.25%
and 1.00%, 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.
(b) The actual Other Expenses for Institutional Class shares of Chase Vista
Small Cap Equity Fund, prior to the reorganization, are expected to be
0.23% and Total Annual Fund Operating Expenses are not expected to exceed
0.88%. 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.
(c) The actual Other Expenses for Institutional Class shares of Chase Vista
Small Cap Equity Fund, subsequent to the reorganization, are expected to be
0.23% and Total Annual Fund Operating Expenses are not expected to exceed
0.88%. 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.
5
<PAGE>
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:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
CHASE SMALL CAPITALIZATION
FUND
INVESTOR CLASS SHARES $156 $483 $ 834 $1,824
PREMIER CLASS SHARES $105 $328 $ 569 $1,259
CHASE VISTA SMALL CAP EQUITY
FUND
CLASS A SHARES* $711 $998 $1,307 $2,179
INSTITUTIONAL CLASS SHARES $115 $359 $ 622 $1,375
PRO FORMA CHASE VISTA SMALL
CAP EQUITY FUND
CLASS A SHARES* $711 $998 $1,307 $2,179
CLASS A SHARES (WITHOUT
SALES CHARGE) $145 $449 $ 776 $1,702
INSTITUTIONAL CLASS SHARES $114 $356 $ 617 $1,363
</TABLE>
-------------------
* Assumes sales charge is deducted when shares are purchased. Shareholders
who received Class A Shares as a result of the proposed reorganization will
not be charged a sales load.
RISK FACTORS
The following discussion highlights the principal risk factors associated
with an investment in Chase Vista Small Cap Equity Fund. Chase Vista Small Cap
Equity Fund has investment policies and investment restrictions substantially
similar to Chase Small Capitalization Fund. Therefore, there should be no
material difference between the risk factors associated with Chase Vista Small
Cap Equity Fund and Chase Small Capitalization 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
Small Cap Equity 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
Small Cap Equity Fund.
The Fund may not achieve its objective if the advisers' expectations
regarding particular securities or markets are not met.
The value of shares of the Fund will be influenced by conditions in stock
markets as well as by the performance of the companies selected for the Fund's
portfolio.
Because the assets in this Fund are invested mostly in small companies, the
value of your investment is likely to fluctuate more than an investment in a
fund that invests mostly in larger companies. That's because smaller companies
trade less frequently and in smaller volumes, which may lead to more volatility
in the prices of the securities. They may have limited product lines, markets or
financial resources, and they may depend on a small management group.
The Fund may not achieve its objective if securities which the advisers
believe are undervalued do not appreciate as much as the advisers anticipate or
if companies which the advisers believe will experience earnings growth do not
grow as expected.
Investments in foreign securities may be riskier than investments in the
U.S. Because foreign securities are usually denominated in foreign currencies,
the value of the Fund's portfolio may be influenced by currency changes, and
exchange control regulations. Foreign securities may be affected by political,
social and economic instability. Some securities may be harder to trade without
incurring a loss and may be
6
<PAGE>
difficult to convert into cash. There may be less public information available,
differing settlement procedures, or regulations and standards that don't match
U.S. standards. Some countries may nationalize or expropriate assets or impose
exchange controls. These risks increase when investing in issuers located in
developing countries.
In early 1999, the European Monetary Union implemented a new currency called
the "euro." It is possible that the euro could increase volatility in financial
markets, which could have a negative effect on the value of the shares of the
Fund.
The market value of convertible securities tends to decline as interest
rates increase, and increase as interest rates decline. Their value also tends
to change whenever the market value of the underlying common or preferred stock
fluctuates.
The value of real estate investment trusts ("REITs") will depend on the
value of the underlying properties or the underlying loans or interest. The
value of REITs may decline when interest rates rise. The value of a REIT will
also be affected by the real estate market and by the management of the REIT's
underlying properties. REITs may be more volatile or more illiquid than other
types of securities.
If the Fund invests a substantial portion of its assets in money market
instruments, repurchase agreements and U.S. Government obligations, including
where the Fund is investing for temporary defensive purposes, it could reduce
the Fund's potential return.
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 exceed the Fund's original investment.
Unlike Chase Small Capitalization Fund, 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.
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.
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 Small Capitalization Fund will be transferred to and assumed by Chase
Vista Small Cap Equity Fund. In exchange for the transfer of the assets, and the
assumption of the liabilities, of Chase Small Capitalization Fund, MFG will
issue at the Effective Time of the Reorganization full and fractional
(a) Class A Shares of Chase Vista Small Cap Equity Fund equal in aggregate
dollar value to the aggregate net asset value of full and fractional outstanding
Investor Class Shares of Chase Small Capitalization Fund and (b) Institutional
Class Shares of Chase Vista Small Cap Equity Fund equal in aggregate dollar
value to the aggregate net asset value of full and fractional outstanding
Premier Class Shares of Chase Small Capitalization Fund, in each case as
determined at the valuation time specified in the Reorganization Plan. The
Reorganization Plan provides that Chase Small Capitalization 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
the Chase Small Capitalization 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 Small Capitalization Fund by Chase Vista Small Cap Equity Fund, Chase
Small Capitalization Fund will distribute Chase Vista Small Cap Equity Fund
Shares received from MFG to the Chase Small Capitalization Fund Shareholders in
liquidation of Chase Small Capitalization Fund. Each Chase Small Capitalization
Fund Shareholder at the Effective Time of the Reorganization will receive an
amount of Class A Shares or Institutional Class Shares, as the case may be, with
a total net asset value equal to the net asset value of their Chase Small
Capitalization Fund Shares plus the right to receive any dividends or
distributions which were declared
7
<PAGE>
before the Effective Time of the Reorganization but that remained unpaid at that
time with respect to the shares of Chase Small Capitalization Fund.
Chase Vista Small Cap Equity Fund expects to maintain most of the portfolio
investments of Chase Small Capitalization Fund in light of the substantially
similar investment policies of Chase Vista Small Cap Equity Fund and the
strategies of its investment adviser.
After the Reorganization all of the issued and outstanding shares of Chase
Small Capitalization Fund Shares will be canceled on the books of Chase Small
Capitalization Fund and the stock transfer books of Chase Small Capitalization
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
the Chase Small Capitalization 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 Small Capitalization Fund and Chase Vista Small Cap
Equity 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 MFIT Board considered and discussed the future of Chase
Small Capitalization Fund and how to best serve the Chase Small Capitalization
Fund Shareholders' interests. The Trustees discussed the size of Chase Small
Capitalization Fund's investment portfolio (approximately $122 million as of
August 31, 2000) and the increasing advantages of reorganizing Chase Small
Capitalization Fund into the Chase Vista Small Cap Equity Fund. The Trustees
reviewed the Proposal. After discussions, it was decided to pursue the
Reorganization with Chase Vista Small Cap Equity Fund.
In considering the Reorganization, the Trustees noted that all Chase Vista
Small Cap Equity 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 MFIT Board considered, among other things: the terms of the Reorganization
Plan; a comparison of each fund's historical and projected expense ratios
(including any proposed increase in total expenses); the comparative investment
performance of Chase Small Capitalization Fund and Chase Vista Small Cap Equity
Fund; the effect of such Reorganization on Chase Small Capitalization 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
Small Cap Equity Fund; the similarities and differences in the investment
objective and policies of the Funds; the opportunity to combine Chase Small
Capitalization Fund with the Chase Vista Small Cap Equity 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 MFIT Board determined that the proposed
Reorganization is in the best interests of Chase Small Capitalization Fund and
that the interests of the Chase Small Capitalization 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 the Chase Small
Capitalization Fund Shareholders for approval.
8
<PAGE>
The MFG Board considered the proposed Reorganization from the perspective of
Chase Vista Small Cap Equity Fund. The MFG 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 MFG Board determined that
(i) the proposed Reorganization is in the best interests of the shareholders of
Chase Vista Small Cap Equity Fund and (ii) the interests of Chase Vista Small
Cap Equity 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 MFG Board approved the
Reorganization Plan.
THE MFIT BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE PROPOSAL.
The MFIT Board has not determined what action Chase Small Capitalization
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 MFIT
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 Small Capitalization Fund to Chase Vista Small Cap Equity
Fund in exchange for Chase Vista Small Cap Equity Fund Shares and the
liquidating distributions to Shareholders of Chase Vista Small Cap Equity 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
Small Capitalization Fund and Chase Vista Small Cap Equity 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
Small Capitalization Fund as a result of such transaction; (iii) no gain or loss
will be recognized by Chase Vista Small Cap Equity Fund as a result of such
transaction; (iv) no gain or loss will be recognized by the Chase Small
Capitalization Fund Shareholders on the distribution to Chase Small
Capitalization Fund Shareholders of the Chase Vista Small Cap Equity Fund Shares
in exchange for their Chase Small Capitalization Fund Shares; (v) the aggregate
basis of Shares of Chase Vista Small Cap Equity Fund received by a Shareholder
of Chase Small Capitalization Fund will be the same as the aggregate basis of
such Chase Small Capitalization Fund Shareholder's Chase Small Capitalization
Fund Shares immediately prior to the Reorganization; (vi) the basis of Chase
Vista Small Cap Equity Fund in the assets of Chase Small Capitalization Fund
received pursuant to such transaction will be the same as the basis of such
assets in the hands of Chase Small Capitalization Fund immediately before such
transaction; (vii) a Chase Small Capitalization Fund Shareholder's holding
period for Chase Vista Small Cap Equity Fund Shares will be determined by
including the period for which each Chase Small Capitalization Fund Shareholder
held Chase Small Capitalization Fund Shares exchanged therefor, provided that
the Shareholder held such Shares in Chase Small Capitalization Fund Shares as a
capital asset; and (viii) Chase Vista Small Cap Equity 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 Small Capitalization Fund.
MFIT 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 Small Capitalization Fund will be combined with Chase Vista
Small Cap Equity Fund in the Reorganization, the total capitalization of Chase
Vista Small Cap Equity Fund after the Reorganization is expected to be greater
than the current capitalization of Chase Small Capitalization Fund. The
following table sets forth as of August 31, 2000: (i) the capitalization of
Chase Small Capitalization Fund; (ii) the capitalization of Chase Vista Small
Cap Equity Fund; and (iii) the pro forma capitalization of Chase Vista Small Cap
Equity 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 Small Cap Equity Fund and
Chase Small Capitalization Fund are likely to be different at the
9
<PAGE>
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.
<TABLE>
<CAPTION>
CHASE SMALL CHASE VISTA SMALL CAP
CAPITALIZATION FUND EQUITY FUND PRO FORMA COMBINED
------------------- --------------------- ------------------
<S> <C> <C> <C>
Net Assets
Class A Shares $ -- $ 99,479,727 $103,809,164
Class B Shares -- 60,555,356 60,555,356
Institutional Class Shares -- 400,635,095 517,683,043
Investor Class Shares 4,329,437 -- --
Premier Class Shares 117,047,948 -- --
------------ ------------ ------------
Total $121,377,385 $560,670,178 $682,047,563
============ ============ ============
Shares Outstanding
Class A Shares -- 3,462,876 3,613,563
Class B Shares -- 2,196,717 2,196,717
Institutional Class Shares -- 13,652,063 17,639,492
Investor Class Shares 162,205 -- --
Premier Class Shares 4,360,322 -- --
------------ ------------ ------------
Total 4,522,527 19,311,656 23,449,772
============ ============ ============
Net Asset Value Per Share
Class A Shares -- $28.73 $28.73
Class B Shares -- $27.57 $27.57
Institutional Class Shares -- $29.35 $29.35
Investor Class Shares $26.69 -- --
Premier Class Shares $26.84 -- --
</TABLE>
INVESTMENT POLICIES
The following discussion summarizes some of the investment policies of Chase
Vista Small Cap Equity Fund. Except as noted below, Chase Vista Small Cap Equity
Fund has identical investment policies to Chase Small Capitalization Fund. This
section is qualified in its entirety by the discussion in the Prospectus and
Statement of Additional Information of Chase Vista Small Cap Equity Fund, which
are incorporated herein by reference.
OBJECTIVE
Chase Vista Small Cap Equity Fund seeks capital growth over the long term.
THE INVESTMENT OBJECTIVE FOR CHASE SMALL CAPITALIZATION FUND IS TO SEEK CAPITAL
GROWTH.
MAIN INVESTMENT STRATEGY
Under normal market conditions, Chase Vista Small Cap Equity Fund invests at
least 80% of its total assets in equity securities and at least 65% of its total
assets in equity securities of small cap companies. Small cap companies are
companies with market capitalizations equal to those within the universe of S&P
SmallCap 600 Index stocks. Market capitalization is the total market value of a
company's shares. CHASE SMALL CAPITALIZATION FUND INVESTS AT LEAST 70% OF ITS
ASSETS IN EQUITY-BASED SECURITIES OF SMALL CAP COMPANIES. IT DEFINES SMALL CAP
COMPANIES AS THOSE WITH MARKET CAPITALIZATIONS BETWEEN $100 MILLION AND $1
BILLION.
Chase Vista Small Cap Equity Fund's advisers use an active equity management
style focused on companies with above market average price/earnings ratios and
price/book ratios, below average dividend yield and above average market
volatility. The Chase Vista Small Cap Equity Fund will focus on companies with
high quality management, a leading or dominant position in a major product line,
new or innovative products and service, or processes, a strong financial
position and a relatively high rate of return of invested capital so that they
can finance future growth without having to borrow extensively from outside
sources. The advisers use a disciplined stock selection process which focuses on
identifying attractively valued companies
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with positive business fundamentals. Chase Vista Small Cap Equity Fund combines
growth and value styles of investing.
In determining whether to sell a stock, the advisers will use the same type
of analysis that they use in buying stocks in order to determine whether the
stock is still an attractive investment opportunity.
Chase Vista Small Cap Equity Fund may invest up to 20% of its total assets
in foreign securities. It may also invest up to 20% of its total assets in
convertible securities, which generally pay interest or dividends and which can
be converted into common or preferred stock. CHASE SMALL CAPITALIZATION FUND MAY
INVEST UP TO 30% OF ITS TOTAL ASSETS IN FOREIGN SECURITIES AND HAS NO LIMITATION
ON THE AMOUNT OF ITS TOTAL ASSETS WHICH MAY BE INVESTED IN CONVERTIBLE
SECURITIES.
Chase Vista Small Cap Equity Fund's equity holdings may include real estate
investment trusts (REITs), which are pools of investments primarily in
income-producing real estate or loans related to real estate.
Although Chase Vista Small Cap Equity Fund intends to invest primarily in
equity securities, under normal market conditions it may invest up to 20% of its
total assets in high quality money market instruments and repurchase agreements.
CHASE SMALL CAPITALIZATION FUND MAY INVEST UP TO 30% OF ITS TOTAL ASSETS IN SUCH
INSTRUMENTS. To temporarily defend its assets, Chase Vista Small Cap Equity Fund
may put any amount of its assets in these types of investments.
During unusual market conditions, Chase Vista Small Cap Equity Fund may
invest up to 20% of its assets in U.S. Government obligations. CHASE SMALL
CAPITALIZATION FUND MAY NORMALLY INVEST UP TO 30% OF ITS TOTAL ASSETS IN
INVESTMENT GRADE DEBT SECURITIES. WHEN THE ADVISER WISHES TO LIMIT CHASE SMALL
CAPITALIZATION FUND'S EQUITY INVESTMENTS BECAUSE OF ADVERSE MARKET CONDITIONS,
CHASE SMALL CAPITALIZATION FUND MAY TEMPORARILY INVEST ANY AMOUNT IN INVESTMENT
GRADE DEBT SECURITIES. THERE IS NO RESTRICTION ON THE MATURITY OF CHASE SMALL
CAPITALIZATION FUND'S DEBT PORTFOLIO OR ON ANY INDIVIDUAL DEBT SECURITY IN THE
PORTFOLIO.
Chase Vista Small Cap Equity Fund may invest in derivatives, which are
financial instruments whose value is based on another security, index or
exchange rate. Chase Vista Small Cap Equity Fund may use derivatives to hedge
various market risks or to increase the Chase Vista Small Cap Equity Fund's
income or gain.
Chase Vista Small Cap Equity Fund may change any of these investment
policies (but not its investment objective) without shareholder approval.
INVESTMENT RESTRICTIONS
Chase Vista Small Cap Equity Fund and Chase Small Capitalization 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;
(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
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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) Chase Vista Small Cap Equity 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). CHASE SMALL CAPITALIZATION FUND HAS THE SAME
RESTRICTIONS BUT WITH RESPECT TO 75% OF ITS ASSETS.
(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.
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 Small Cap Equity Fund are similar to those of Chase Small Capitalization
Fund.
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SALES CHARGES
There is normally a sales charge (sometimes called a "load") to buy Class A
Shares of Chase Vista Small Cap Equity Fund. There are also ongoing charges that
holders of Class A Shares pay as long as they own their shares, as more fully
explained below. There is no sales charge to buy Institutional Class Shares.
Chase Small Capitalization Fund Shareholders holding Investor Class Shares
will receive Class A Shares in the Reorganization but will not have to pay a
sales charge. In addition, such Shareholders will not have to pay a sales charge
if they buy additional Class A Shares in the future.
12b-1 FEES
VFD is the distributor for Chase Vista Small Cap Equity Fund, rather than
CFD (which acts as distributor for Chase Small Capitalization Fund). Chase Vista
Small Cap Equity Fund has adopted a Rule 12b-1 distribution plan for Class A
Shares under which it pays annual distribution fees of up to 0.25% of the
average daily net assets attributable to Class A Shares. A similar 12b-1
distribution plan (with annual distribution fees of up to 0.25%) is currently in
effect for Investor Class Shares of Chase Small Capitalization 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 Small Cap Equity 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.
There is no Rule 12b-1 distribution plan for Institutional Class Shares of
Chase Vista Small Cap Equity Fund or Premier Class Shares of Chase Small
Capitalization Fund.
BUYING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO PURCHASES OF CHASE VISTA SMALL CAP
EQUITY FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
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 the Fund's 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.
Chase Vista Small Cap Equity Fund's minimum investment and eligibility
requirements will be waived for shareholders of Chase Small Capitalization Fund
who receive Chase Vista Small Cap Equity Fund Shares in the Reorganization.
All purchases of Institutional Class Shares of the Fund must be paid for by
federal funds wire. They may be purchased only through financial service firms,
such as broker-dealers and banks that have an agreement with the Fund.
For Class A 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
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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 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.
SELLING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO SALES OF CHASE VISTA SMALL CAP EQUITY
FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
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 by wire only for Institutional Class Shares. However, for Class A, 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, 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, or in the
case of Institutional Class Shares, through a financial service firm, 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 shareholders may contact 1-800-34-VISTA while Institutional
Class shareholders may contact 1-800-62-CHASE.
A systematic withdrawal plan is available for Class A Shares.
EXCHANGING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO EXCHANGES OF CHASE VISTA SMALL CAP
EQUITY 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 MFG. 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 SMALL CAP EQUITY FUND
For Class A Shares, Chase Vista Small Cap Equity Fund may close an account
if the balance falls below $500. Chase Vista Small Cap Equity Fund may also
close the account if an investor is in the Systematic Investment Plan and fails
to meet investment minimums over a 12-month period. For Institutional
Class Shares, Chase Vista Small Cap Equity Fund may close an account if the
balance falls below $1,000,000 because the investor has sold Shares. At least 60
days' notice will be given before closing the account.
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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.
MFG has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to their customers. For performing these services, each
shareholder servicing agent receives an annual fee of up to 0.25% of the average
daily net assets of the Class A and Institutional Class Shares held by investors
serviced by the shareholder servicing agent. MFIT DOES NOT HAVE SIMILAR
AGREEMENTS WITH SHAREHOLDER SERVICING AGENTS. ACCORDINGLY, CHASE SMALL
CAPITALIZATION FUND DOES NOT PAY SHAREHOLDER SERVICING FEES.
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 Small Cap Equity 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 Small Cap Equity Fund, rather than
CFD (which acts as distributor for Chase Small Capitalization Fund). [Please
note that it is intended that VFD will change its name to Chase ________________
Fund Distributors, Inc. in connection with the Reorganization.]
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 distributes any net investment income at least semi-annually. 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. 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.
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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 capital
gains.
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 SMALL CAPITALIZATION FUND'S
AND CHASE VISTA SMALL CAP EQUITY FUND'S
ORGANIZATION STRUCTURES
There are no differences in the organizational structure of Chase Small
Capitalization Fund and Chase Vista Small Cap Equity Fund. Set forth below are
descriptions of the structure, voting rights, shareholder liability and the
liability of Trustees.
STRUCTURE OF THE CHASE SMALL CAPITALIZATION FUND
Chase Small Capitalization Fund is organized as a series of MFIT, which is
organized under the law of the Commonwealth of Massachusetts. As a Massachusetts
business trust, MFIT's operations are governed by MFIT's Declaration of Trust
and By-Laws (the "MFIT Trust Documents") and applicable Massachusetts law. The
operations of Chase Small Capitalization Fund are also subject to the provisions
of the 1940 Act and the rules and regulations thereunder.
STRUCTURE OF THE CHASE VISTA SMALL CAP EQUITY FUND
Chase Vista Small Cap Equity Fund is organized as a series of MFG, which is
organized under the law of the Commonwealth of Massachusetts. As a Massachusetts
business trust, MFG's operations are governed by MFG's Declaration of Trust and
By-Laws (the "MFG Trust Documents") and applicable Massachusetts law. The
operations of Chase Vista Small Cap Equity 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
Small Capitalization Fund is managed by MFIT's Trustees and the business of
Chase Vista Small Cap Equity Fund is managed by MFG's Trustees, who serve
indefinite terms and have all powers necessary or convenient to carry out their
responsibilities. The Trustees and officers of MFIT and MFG are identical.
Information concerning the current Trustees of the MFIT Board and the MFG
Board is set forth later in this document.
SHARES OF FUNDS
Each of MFIT and MFG 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 MFIT or MFG participate equally in the earnings,
dividends and assets of the particular portfolio or class. Fractional shares
have proportionate rights to full shares. Expenses of MFIT or MFG 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 MFIT nor MFG 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 MFIT or MFG.
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SHAREHOLDER VOTING RIGHTS
A vacancy in the Board of either MFIT or MFG 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 MFIT or MFG could, under
certain circumstances, be held personally liable as partners for the obligations
of that trust. However, the Declaration of Trust of each of MFIT and MFG
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 MFIT and MFG 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 MFIT and MFG, 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 MFIT and MFG, 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.
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 MFIT and MFG are available without charge upon
written request to that trust.
INFORMATION RELATING TO THE ADVISORY CONTRACTS
GENERAL INFORMATION
As noted above, Chase Small Capitalization Fund and Chase Vista Small Cap
Equity Fund are both managed by Chase pursuant to the Advisory Agreements. Chase
has delegated most of its responsibilities with respect to Chase Vista Small Cap
Equity Fund to CFAM pursuant to a Subadvisory Agreement between Chase and CFAM.
As a result, CFAM is responsible for most of the day-to-day management functions
for Chase Vista Small Cap Equity Fund. However, the same portfolio management
team is responsible for the day-to-day management functions for both Chase Small
Capitalization Fund and Chase Vista Small Cap Equity 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 Small Cap Equity Fund and Chase Small Capitalization
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
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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 Small Cap Equity 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 Small Capitalization Fund and Chase Vista Small Cap Equity 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 0.75% for the
Chase Small Capitalization Fund and 0.65% for the Chase Vista Small Cap Equity
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 twelve months ended April 30, 2000, Chase accrued management fees
and management fee waivers of approximately $647,000 and $156,000, respectively,
for Chase Small Capitalization Fund. For the twelve months ended April 30, 2000,
Chase accrued management fees of approximately $3,036,000 for Chase Vista Small
Cap Equity 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.
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 MFIT, MFG 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 MFIT, MFG
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 Small Capitalization Fund or Chase Vista
Small Cap Equity 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 MFIT or MFG,
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 MFIT or MFG 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 MFIT or MFG, as the case may be.
18
<PAGE>
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 the Subadvisory Agreement, Chase delegates to CFAM portfolio
management duties. With respect to the day-to-day management of Chase Vista
Small Cap Equity 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 Small Cap
Equity Fund under applicable laws and are under the common control of Chase;
PROVIDED that (i) all persons, when providing services under the 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 the Subadvisory Agreement.
As investment adviser, Chase oversees the management of Chase Vista Small
Cap Equity Fund under the Subadvisory Agreement, and, subject to the general
supervision of the MFG Board, 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 Chase Vista Small Cap Equity Fund would be managed.
From the fee paid by Chase Vista Small Cap Equity Fund under the Advisory
Agreement to Chase, Chase bears responsibility for payment of subadvisory fees
to CFAM. Therefore, Chase Vista Small Cap Equity Fund does not bear any increase
in advisory fee rates resulting from the Subadvisory Agreement. The 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. The Subadvisory Agreement will continue for
successive one-year periods, provided that such continuation is specifically
approved at least annually (i) by the MFG Board, or by a majority of the
outstanding voting securities of Chase Vista Small Cap Equity 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. The Subadvisory Agreement is terminable at any time, without penalty,
by vote of the MFG Board, by Chase by the majority of the outstanding voting
securities of Chase Vista Small Cap Equity Fund, 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.
SUBADVISORY FEE. As compensation for its services, CFAM receives a fee from
Chase. The fee is at the annual rate of 0.30% of the average daily net assets of
Chase Vista Small Cap Equity 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 0.30% annual subadvisory fee
percentage rate and multiplying this product by the value of the net assets of
Chase Vista Small Cap Equity Fund at the close of business on the previous
business day of MFG.
For the twelve months ended April 30, 2000, Chase paid approximately
$1,401,000 in subadvisory fees to CFAM. THIS FEE WAS PAID BY CHASE OUT OF THE
ADVISORY FEE IT RECEIVED FOR CHASE VISTA SMALL CAP EQUITY FUND AND WAS NOT AN
ADDITIONAL CHARGE TO THE FUND.
PORTFOLIO MANAGER
Juliet Ellis, a Senior Investment Officer at Chase, is responsible for the
management of Chase Small Capitalization Fund and Chase Vista Small Cap Equity
Fund.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Chase, as the investment adviser to both Chase Small Capitalization Fund and
Chase Vista Small Cap Equity 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 MFIT or MFG Board, as
the case may be. In addition, the Subadvisory Agreement with CFAM currently
provides that CFAM's responsibilities with respect to portfolio transactions and
brokerage arrangements will be equivalent to those of Chase under the Advisory
Agreement. Accordingly, the description below of Chase's
19
<PAGE>
responsibilities under the Advisory Agreement would also apply to the
subadviser's responsibilities under the 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 Small Capitalization
Fund and Chase Vista Small Cap Equity 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 MFIT
Board or the MFG 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 Small Capitalization Fund or
Chase Vista Small Cap Equity 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 MFIT's or MFG'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, MFIT or any of its
portfolios, including Chase Small Capitalization Fund and MFG or any of its
portfolios, including Chase Vista Small Cap Equity 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.
20
<PAGE>
BOARD OF TRUSTEES
The Trustees for MFIT and MFG are identical. Set forth below are the current
members of the MFIT Board and the MFG 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.
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.
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND OTHER INFORMATION
---- ------------------------------------------
<S> <C>
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 MFIT and MFG are identical. Set forth below as to
each executive officer of MFIT and MFG 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 MFIT and MFG appearing in the tables above also
serve in the same capacities with respect to Mutual Fund Trust, Mutual Fund
Variable Annuity Trust, Mutual Fund Select Group, Mutual Fund Select Trust,
Capital Growth Portfolio, Growth and Income Portfolio and International Equity
Portfolio (these entities, together with MFIT and MFG, 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 MFIT or MFG 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 MFIT Board for use at the Meeting. It is
expected that the solicitation of proxies will be primarily by mail. MFIT's
officers and service providers may also solicit proxies by telephone, facsimile
machine, telegraph, the Internet or personal interview. In addition MFIT may
retain the services of professional solicitors to aid in the solicitation of
proxies for a fee. It is anticipated that banks, brokerage houses and other
custodians will be requested on behalf of MFIT to forward solicitation materials
to their principals to obtain authorizations for the execution of proxies. Any
Chase Small Capitalization Fund Shareholder giving a proxy may revoke it at any
time before it is exercised by submitting to MFIT a written
22
<PAGE>
notice of revocation or a subsequently executed proxy or by attending the
Meeting and electing to vote in person.
Only Chase Small Capitalization 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 Small
Capitalization 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 Small Capitalization 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 the Chase Small
Capitalization Fund Shareholders determine to adjourn the Meeting for any other
reason, the Chase Small Capitalization 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 Small Capitalization Fund Shareholders holding a majority of the
Chase Small Capitalization 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 Small Capitalization 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 Small
Capitalization 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 Small Capitalization Fund Shares represented by each properly
signed proxy received prior to the Meeting will be voted at the Meeting. If a
Chase Small Capitalization 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 Small Capitalization 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 Small Capitalization 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 Small Capitalization Fund Shareholder may be
revoked by such Chase Small Capitalization Fund Shareholder at any time prior to
its use by written notice to MFIT, 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 Small Capitalization Fund or Chase Vista Small Cap
Equity 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 MFIT 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 the
Chase Small Capitalization Fund Shares present at the Meeting and (ii) more than
50% of all outstanding Chase Small Capitalization Fund Shares. In tallying Chase
Small Capitalization 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 is present
for purposes of convening the Meeting. Abstentions and broker non-votes will be
considered to be a vote against each proposal.
23
<PAGE>
INTERESTED PARTIES
On the Record Date, the Trustees and officers of Chase Small Capitalization
Fund as a group owned less than 1% of the outstanding shares of Chase Small
Capitalization 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 Small Capitalization Fund and the percentage of any
class or series of shares of Chase Vista Small Cap Equity 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
CHASE SMALL OF CHASE VISTA
CHASE SMALL AMOUNT OF CAPITALIZATION FUND SMALL CAP EQUITY
CAPITALIZATION SHARES SHARES OWNED ON FUND OWNED UPON
FUND NAME AND ADDRESS OWNED RECORD DATE CONSUMMATION
--------------------- ------------------------------ ---------- ------------------- -------------------
<C> <S> <C> <C> <C>
</TABLE>
At November 10, 2000 the Trustees and officers of MFG as a group owned less
than 1% of the outstanding shares of Chase Vista Small Cap Equity 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 Small Cap Equity
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 CLASS AND PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
SMALL CAP AMOUNT CLASS OWNED FUND SHARES CLASS OWNED
EQUITY 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 MFIT
Information about Chase Small Capitalization Fund is included in the
Prospectus dated April 30, 2000, which is incorporated by reference and enclosed
herein. Additional information about Chase Small Capitalization Fund is also
included in MFIT's Statement of Additional Information dated April 30, 2000,
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 1-800-5-CHASE-0. MFIT 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 MFG
Information about Chase Vista Small Cap Equity Fund is included in the
Prospectus dated February 28, 2000, as revised June 1, 2000, which is
incorporated by reference and enclosed herein. Additional information about
Chase Vista Small Cap Equity Fund is also included in MFG's Statement of
Additional Information dated February 28, 2000, 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.
MFG 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,
24
<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 unaudited financial statements and financial highlights and notes
thereto of Chase Small Capitalization Fund for the six-month period ended
June 30, 2000 and Chase Vista Small Cap Equity Fund for the six-month period
ended April 30, 2000 and the audited financial statements and financial
highlights and notes thereto of Chase Small Capitalization Fund for the fiscal
year ended December 31, 1999 and Chase Vista Small Cap Equity Fund for the
fiscal year ended October 31, 1999, 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 Small Capitalization Fund and Chase Vista Small Cap Equity
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 MFIT 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 MFIT 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 MFIT nor MFG is involved in any litigation that would have any
material adverse effect upon either Chase Small Capitalization Fund or Chase
Vista Small Cap Equity Fund.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to MFIT in writing at the address on
the cover page of this Combined Prospectus/Proxy Statement or by telephoning
1-800-5-CHASE-0.
* * *
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.
25
<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 Investment Trust (the "Transferor
Trust"), a Massachusetts business trust, on behalf of the Chase Small
Capitalization Fund (the "Transferor Portfolio") and Mutual Fund Group (the
"Acquiring Trust") and the Chase Vista Small Cap Equity 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 the Institutional Class share class, in exchange for Premier
Class Shares of the Transferor Portfolio, and the Class A share class, in
exchange for Investor Class 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 Institutional Class 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 Premier Class shares shall be determined by an exchange
ratio computed by dividing the net value of the Transferor Portfolio's assets
attributable to Premier Class shares by the net asset value per share of the
Institutional Class shares of the Acquiring Portfolio, both as determined in
accordance with Section 1(c)(i). 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 Investor Class shares shall be
determined by an exchange ratio computed by dividing the net value of the
Transferor Portfolio's assets attributable to Investor Class 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).
(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 3,462,876 Class A shares, 2,196,717
Class B Shares, and 13,652,063 Institutional Class 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 October 31,
1999, which have been audited by PricewaterhouseCoopers LLP, the financial
statements of the Acquiring Trust with respect to the Acquiring Portfolio for
the fiscal year ended October 31, 2000 when such statements are available, and
the unaudited financial statements of the Acquiring Trust with respect to the
Acquiring Portfolio for the six months ended April 30, 2000 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 April 30, 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 October 31, 1999, there has been no
material adverse change in the financial condition, results of operations,
business, properties or assets of the Acquiring Portfolio, other
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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, 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 October 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 162,205 Investor Class shares and
4,360,322 Premier Class shares of the Transferor Portfolio, 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
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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.
(e) FINANCIAL STATEMENTS. The financial statements for the Transferor Trust
with respect to the Transferor Portfolio for the fiscal year ended December 31,
1999, which have been audited by PricewaterhouseCoopers LLP, and the unaudited
financial statements for the Trust with respect to the Transferor Portfolio for
the six months ended June 30, 2000 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 June 30, 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 December 31, 1999, 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 December 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.
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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
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
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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 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 October
31, 1999.
(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
A-7
<PAGE>
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 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
December 31, 1999.
(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
A-8
<PAGE>
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.
(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.
A-9
<PAGE>
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 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 Investment Trust" is the designation of its Trustees
under a Declaration of Trust dated October 1, 1997, 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 Group" is the designation of its Trustees under a
Declaration of Trust dated May 11, 1987, 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.
IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date first
above written.
MUTUAL FUND INVESTMENT TRUST
on behalf of Chase Small
Capitalization Fund
By:
________________________________________
Name:
Title:
MUTUAL FUND GROUP
on behalf of Chase Vista Small Cap
Equity Fund
By:
________________________________________
Name:
Title:
Agreed and acknowledged with respect to Section 9:
THE CHASE MANHATTAN BANK
By: ________________________________________
Name:
Title:
A-10
<PAGE>
[LOGO]
STATEMENT OF
ADDITIONAL INFORMATION
(SPECIAL MEETING OF SHAREHOLDERS
OF
CHASE SMALL CAPITALIZATION FUND,
A SERIES OF MUTUAL FUND INVESTMENT
TRUST)
CHASE SMALL CAPITALIZATION FUND,
A SERIES OF MUTUAL FUND INVESTMENT TRUST
1211 AVENUE OF THE AMERICAS, 41ST FLOOR, NEW YORK, NY 10036
(800) 5-CHASE-0
CHASE VISTA SMALL CAP EQUITY FUND,
A SERIES OF MUTUAL FUND GROUP
1211 AVENUE OF THE AMERICAS, 41ST FLOOR, NEW YORK, NY 10036
(800) 34-VISTA
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 Small
Capitalization Fund ("Chase Small Capitalization Fund"), a series of Mutual Fund
Investment Trust ("MFIT"), to be held on January 26, 2001. Copies of the
Combined Prospectus/Proxy Statement may be obtained at no charge by calling
Chase Small Capitalization Fund at 1-800-5-CHASE-0.
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 Small Cap Equity Fund is contained in
MFG's Statement of Additional Information dated February 28, 2000 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 Small Capitalization 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 MFIT, on behalf of Chase
Small Capitalization Fund, and MFG, on behalf of Chase Vista Small Cap Equity
Fund, and the transactions contemplated thereby. The Reorganization Plan
contemplates the transfer of all of the assets and liabilities of Chase Small
Capitalization Fund to Chase Vista Small Cap Equity Fund in exchange for shares
issued by MFG in Chase Vista Small Cap Equity Fund that will have an aggregate
net asset value equal to the aggregate net asset value of the shares of Chase
Small Capitalization Fund that are outstanding immediately before the Effective
Time of the Reorganization.
Following the exchange, Chase Small Capitalization Fund will make a
liquidating distribution of Chase Vista Small Cap Equity Fund shares to its
Shareholders, so that (a) a holder of Investor Class Shares in Chase Small
Capitalization Fund will receive Class A Shares of Chase Vista Small Cap Equity
Fund and (b) a holder of Premier Class shares in Chase Small Capitalization Fund
will receive Institutional Class Shares of Chase Vista Small Cap Equity 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 Small Capitalization 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 unaudited financial statements and notes thereto of Chase Small
Capitalization Fund contained in its Semi-Annual Report to Shareholders dated
June 30, 2000 and the audited financial statements and notes thereto of Chase
Small Capitalization Fund contained in its Annual Report to Shareholders dated
December 31, 1999 are incorporated by reference into this Statement of
Additional Information related to this Combined Prospectus/Proxy Statement. The
unaudited financial statements and notes thereto of Chase Vista Small Cap Equity
Fund contained in its Semi-Annual Report to Shareholders dated April 30, 2000
and the audited financial statements and notes thereto of Chase Vista Small Cap
Equity Fund contained in its Annual Report to Shareholders dated October 31,
1999 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 Small Capitalization Fund's and
Chase Vista Small Cap Equity 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 Semi-Annual or Annual Reports are incorporated herein by reference. The
financial statements and notes thereto for Chase Small Capitalization Fund for
the fiscal year ended December 31, 1999 and for Chase Vista Small Cap Equity
Fund for the fiscal year ended October 31, 1999 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>
PRO FORMA FINANCIAL STATEMENTS
CHASE VISTA SMALL CAP EQUITY FUND/CHASE SMALL CAPITALIZATION FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
APRIL 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
-------------------------------------- --------------------------------------
CHASE VISTA CHASE SMALL CHASE VISTA CHASE SMALL
SMALL CAP CAPITALIZATION PRO FORMA SMALL CAP CAPITALIZATION PRO FORMA
EQUITY FUND FUND COMBINED EQUITY FUND FUND COMBINED
----------- ---- -------- ----------- ---- --------
<S> <C> <C> <C> <C> <C> <C>
LONG-TERM INVESTMENTS--93.5%
COMMON STOCK--93.5%
ADVERTISING--2.2%
Catalina Marketing
Corp. * 25 6 31 $ 2,521 $ 577 $ 3,098
The Interpublic Group of
Companies, Inc. 99 20 119 4,076 812 4,888
True North Communications 119 26 145 4,897 1,088 5,985
-------- -------- --------
11,494 2,477 13,971
-------- -------- --------
AEROSPACE--0.6%
AAR Corp. 189 47 236 2,845 712 3,557
AUTOMOTIVE--0.8%
Lithia Motors, Inc.,
Class A * 117 39 156 1,860 629 2,489
Tower
Automotive, Inc. * 136 35 171 2,125 547 2,672
-------- -------- --------
3,985 1,176 5,161
-------- -------- --------
BANKING--4.4%
Amcore Financial, Inc. 100 18 118 1,994 359 2,353
Chittenden Corp. 75 14 89 1,992 372 2,364
City National Corp. 113 23 136 4,167 854 5,021
Commerce Bancorp., Inc. 112 21 133 4,463 817 5,280
Cullen/Frost
Bankers, Inc. 95 33 128 2,340 822 3,162
Investors Financial
Services Corp. 85 16 101 6,955 1,265 8,220
Trustmark Corp. 100 20 120 1,836 363 2,199
-------- -------- --------
23,747 4,852 28,599
-------- -------- --------
BIOTECHNOLOGY--0.7%
Inhale Therapeutic
Systems, Inc. * 57 13 70 3,552 755 4,307
BROADCASTING/CABLE--1.6%
Hispanic Broadcasting
Corp. * 35 35 3,537 3,537
Westwood One, Inc. * 135 48 183 4,776 1,682 6,458
-------- -------- --------
8,313 1,682 9,995
-------- -------- --------
BUSINESS SERVICES--4.3%
CSG Systems
International, Inc. * 125 17 142 5,765 803 6,568
Iron Mountain, Inc. * 139 43 182 4,872 1,481 6,353
Maximus, Inc. * 76 76 1,787 1,787
On Assignment, Inc. * 158 32 190 4,970 998 5,968
Profit Recovery Group
International * 308 70 378 5,413 1,229 6,642
-------- -------- --------
22,807 4,511 27,318
-------- -------- --------
CHEMICALS--1.5%
Spartech Corp. 225 56 281 7,812 1,962 9,774
COMPUTER NETWORKS--2.4%
Black Box Corp. * 85 27 112 6,501 2,120 8,621
Micros Systems, Inc. * 140 28 168 5,635 1,111 6,746
-------- -------- --------
12,136 3,231 15,367
-------- -------- --------
COMPUTER SOFTWARE--7.3%
Accrue Software, Inc. * 43 9 52 1,020 215 1,235
Advent Software, Inc. * 88 23 111 4,631 1,202 5,833
Allaire Corp. * 43 9 52 2,343 493 2,836
Creo Products, Inc.
(Canada) * 100 100 3,625 3,625
FileNET Corp. * 133 29 162 3,905 858 4,763
National Computer
Systems, Inc. 176 55 231 9,053 2,823 11,876
Rational Software
Corp. * 70 70 5,933 5,933
Remedy Corp. * 80 80 4,250 4,250
RSA Security, Inc. * 81 18 99 4,742 1,045 5,787
-------- -------- --------
39,502 6,636 46,138
-------- -------- --------
</TABLE>
See notes to pro forma financial statements.
5
<PAGE>
CHASE VISTA SMALL CAP EQUITY FUND/CHASE SMALL CAPITALIZATION FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
APRIL 30, 2000 (UNAUDITED) (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
-------------------------------------- --------------------------------------
CHASE VISTA CHASE SMALL CHASE VISTA CHASE SMALL
SMALL CAP CAPITALIZATION PRO FORMA SMALL CAP CAPITALIZATION PRO FORMA
EQUITY FUND FUND COMBINED EQUITY FUND FUND COMBINED
----------- ---- -------- ----------- ---- --------
<S> <C> <C> <C> <C> <C> <C>
COMPUTERS/COMPUTER HARDWARE--0.9%
Cybex Computer Products
Corp. * 176 38 214 $ 4,813 $ 1,049 $ 5,862
CONSTRUCTION--1.1%
Dycom
Industries, Inc. * 109 22 131 5,686 1,139 6,825
CONSTRUCTION MATERIALS--1.3%
Dal-Tile
International, Inc. * 150 79 229 1,463 766 2,229
Elcor Corp. 149 35 184 4,752 1,085 5,837
-------- -------- --------
6,215 1,851 8,066
-------- -------- --------
ELECTRONICS/ELECTRICAL EQUIPMENT--11.7%
Amphenol Corp.,
Class A * 67 21 88 4,246 1,377 5,623
Artesyn
Technologies, Inc. * 218 47 265 5,282 1,137 6,419
CTS Corp. 155 37 192 9,775 2,352 12,127
Hadco Corp. * 109 30 139 8,964 2,477 11,441
National Instruments
Corp. * 66 15 81 3,208 716 3,924
PerkinElmer, Inc. 133 29 162 7,282 1,604 8,886
Technitrol, Inc. 64 14 78 4,352 979 5,331
Vishay
Intertechnology, Inc. * 185 58 243 15,542 4,860 20,402
-------- -------- --------
58,651 15,502 74,153
-------- -------- --------
ENGINEERING SERVICES--0.4%
Jacobs Engineering
Group, Inc. * 72 14 86 2,251 450 2,701
ENTERTAINMENT/LEISURE--1.6%
Cinar Corp., Class B
(Canada) * 10 4 14 41 16 57
Station Casinos, Inc. * 300 44 344 8,550 1,251 9,801
-------- -------- --------
8,591 1,267 9,858
-------- -------- --------
FINANCIAL SERVICES--1.4%
Federated
Investors, Inc.,
Class B 200 200 5,650 5,650
SEI Investments Co. 23 5 28 2,722 609 3,331
-------- -------- --------
8,372 609 8,981
-------- -------- --------
FOOD/BEVERAGE PRODUCTS--0.6%
Performance Food Group
Co. * 111 22 133 2,914 597 3,511
HEALTH CARE/HEALTH CARE SERVICES--10.8%
Cooper Companies, Inc. 167 37 204 5,605 1,241 6,846
Datascope Corp. 131 29 160 4,333 977 5,310
Hooper Holmes, Inc. 386 77 463 6,714 1,338 8,052
MedQuist, Inc. * 213 44 257 7,531 1,579 9,110
Mentor Corp. 188 36 224 3,318 647 3,965
Molecular Devices
Corp. * 167 44 211 7,161 1,902 9,063
Patterson Dental Co. * 68 15 83 3,287 724 4,011
Province Healthcare
Co. * 259 55 314 7,479 1,588 9,067
Varian Medical
Systems, Inc. 135 29 164 5,390 1,150 6,540
Ventana Medical
Systems, Inc. * 185 40 225 5,215 1,113 6,328
-------- -------- --------
56,033 12,259 68,292
-------- -------- --------
INSURANCE--1.3%
Arthur J. Gallagher & Co. 87 20 107 3,255 712 3,967
Brown & Brown, Inc. 78 15 93 3,126 618 3,744
Delphi Financial
Group, Inc.,
Class A * 26 26 753 753
-------- -------- --------
6,381 2,083 8,464
-------- -------- --------
MACHINERY & ENGINEERING EQUIPMENT--4.1%
Cognex Corp. * 100 22 122 5,688 1,262 6,950
PRI Automation, Inc. * 111 45 156 8,897 3,535 12,432
Zebra Technologies Corp.,
Class A * 97 18 115 5,518 1,060 6,578
-------- -------- --------
20,103 5,857 25,960
-------- -------- --------
OIL & GAS--6.0%
Atwood Oceanics * 86 18 104 5,232 1,085 6,317
Louis Dreyfus Natural
Gas * 125 37 162 3,500 1,044 4,544
</TABLE>
See notes to pro forma financial statements.
6
<PAGE>
CHASE VISTA SMALL CAP EQUITY FUND/CHASE SMALL CAPITALIZATION FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
APRIL 30, 2000 (UNAUDITED) (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
-------------------------------------- --------------------------------------
CHASE VISTA CHASE SMALL CHASE VISTA CHASE SMALL
SMALL CAP CAPITALIZATION PRO FORMA SMALL CAP CAPITALIZATION PRO FORMA
EQUITY FUND FUND COMBINED EQUITY FUND FUND COMBINED
----------- ---- -------- ----------- ---- --------
<S> <C> <C> <C> <C> <C> <C>
OIL & GAS--CONTINUED
Newfield Exploration
Co. * 165 165 $ 6,703 $ 6,703
Pride
International, Inc. * 260 65 325 5,883 $ 1,473 7,356
St. Mary Land &
Exploration Co. 97 19 116 3,260 663 3,923
Triton Energy LTD (Cayman
Islands) 141 27 168 5,119 997 6,116
Vintage Petroleum, Inc. 104 38 142 2,072 748 2,820
-------- -------- --------
31,769 6,010 37,779
-------- -------- --------
PHARMACEUTICALS--3.5%
Advance
Paradigm, Inc. * 252 53 305 3,153 657 3,810
IDEC Pharmaceuticals
Corp. * 90 12 102 5,760 736 6,496
King
Pharmaceuticals, Inc. * 201 37 238 9,899 1,852 11,751
-------- -------- --------
18,812 3,245 22,057
-------- -------- --------
REAL ESTATE INVESTMENT TRUST--2.2%
Alexandria Real Estate
Equities 40 39 79 1,293 1,241 2,534
Beacon Capital Partners
Inc. # 157 157 3,214 3,214
Beacon Capital Partners
Inc., Voting Trust #~ 7 7 0 0
Cypress Voting Trust #~ 28 28 0 0
Essex Property
Trust, Inc. 87 87 3,349 3,349
Pinnacle
Holdings, Inc. * 82 82 4,596 4,596
-------- -------- --------
12,452 1,241 13,693
-------- -------- --------
RESTAURANTS/FOOD SERVICES--1.0%
Jack in the Box, Inc. * 183 63 246 4,493 1,545 6,038
RETAILING--4.9%
Ames Department
Stores, Inc. * 105 26 131 1,883 474 2,357
BJ's Wholesale
Club, Inc. * 250 58 308 8,860 2,043 10,903
Chico's FAS, Inc. * 329 77 406 5,902 1,382 7,284
Pacific Sunwear of
California, Inc. * 138 25 163 4,684 851 5,535
Wild Oats
Markets, Inc. * 310 60 370 4,108 796 4,904
-------- -------- --------
25,437 5,546 30,983
-------- -------- --------
SEMI-CONDUCTORS--9.2%
Actel Corp. * 160 76 236 5,888 2,809 8,697
Cree, Inc. * 80 15 95 11,567 2,298 13,865
Dallas Semiconductor
Corp. 75 17 92 3,220 722 3,942
Semtech Corp. * 160 20 180 10,910 1,329 12,239
Transwitch Corp. * 109 109 9,577 9,577
Varian, Inc. * 223 49 272 8,101 1,808 9,909
-------- -------- --------
49,263 8,966 58,229
-------- -------- --------
SHIPPING/TRANSPORTATION--1.1%
C.H. Robinson
Worldwide, Inc. 117 26 143 5,840 1,323 7,163
TELECOMMUNICATIONS--2.0%
ITC DeltaCom, Inc. * 158 34 192 5,194 1,105 6,299
Price Communications
Corp. * 271 57 328 5,487 1,164 6,651
-------- -------- --------
10,681 2,269 12,950
-------- -------- --------
TELECOMMUNICATIONS EQUIPMENT--1.1%
Comverse
Technology, Inc. * 19 19 1,703 1,703
Harmonic, Inc. * 70 70 5,167 5,167
-------- -------- --------
5,167 1,703 6,870
-------- -------- --------
UTILITIES--1.5%
AGL Resources, Inc. 96 18 114 1,675 324 1,999
American States Water Co. 89 23 112 2,690 688 3,378
Laclede Gas Co. 70 17 87 1,374 327 1,701
</TABLE>
See notes to pro forma financial statements.
7
<PAGE>
CHASE VISTA SMALL CAP EQUITY FUND/CHASE SMALL CAPITALIZATION FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO INVESTMENTS
APRIL 30, 2000 (UNAUDITED) (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES OR PRINCIPAL AMOUNT MARKET VALUE
-------------------------------------- --------------------------------------
CHASE VISTA CHASE SMALL CHASE VISTA CHASE SMALL
SMALL CAP CAPITALIZATION PRO FORMA SMALL CAP CAPITALIZATION PRO FORMA
EQUITY FUND FUND COMBINED EQUITY FUND FUND COMBINED
----------- ---- -------- ----------- ---- --------
<S> <C> <C> <C> <C> <C> <C>
UTILITIES--CONTINUED
Northwest Natural Gas Co. 90 17 107 $ 1,980 $ 366 $ 2,346
United Water
Resources, Inc. 5 5 175 175
-------- -------- --------
7,719 1,880 9,599
-------- -------- --------
TOTAL LONG-TERM
INVESTMENTS
(COST $356,881, $76,675
AND $433,556,
RESPECTIVELY) 487,836 104,385 592,221
-------- -------- --------
SHORT-TERM INVESTMENT--6.7%
REPURCHASE AGREEMENT--6.7%
Greenwich Capital Markets
Inc.,
5.80%, due 05/01/00,
(Dated 04/28/00,
Proceeds $35,481,
$7,274, and $42,755
respectively, Fully
collateralized by U.S.
Treasury or Government
Agency securities)
(COST $35,464, $7,270
AND $42,734,
RESPECTIVELY) $35,464 $7,270 $42,734 35,464 7,270 42,734
-------- -------- --------
TOTAL INVESTMENTS--100.2%
(COST $392,345, $83,945
AND $476,290,
RESPECTIVELY) $523,300 $111,655 $634,955
======== ======== ========
</TABLE>
INDEX:
* -- Non income producing security.
~ -- Security fair valued by, or at the direction of, the Board of Trustees.
# -- Security may only be sold to qualified institutional buyers.
See notes to pro forma financial statements.
8
<PAGE>
CHASE VISTA SMALL CAP EQUITY FUND/CHASE SMALL CAPITALIZATION FUND
PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
CHASE VISTA CHASE SMALL
SMALL CAP CAPITALIZATION PRO FORMA PRO FORMA
EQUITY FUND FUND ADJUSTMENTS COMBINED
----------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at
value $523,300 $111,655 $ -- $634,955
Cash 10 7,270 2 (a) 7,282
Other assets 4 -- -- 4
Receivables:
Investment securities sold 1,310 277 -- 1,587
Interest and dividends 90 18 -- 108
Fund shares sold 19 -- -- 19
Expense reimbursement from
Distributor -- 2 (2)(a) --
-------- -------- ------- --------
Total Assets 524,733 119,222 -- 643,955
-------- -------- ------- --------
LIABILITIES:
Payables:
Investment securities
purchased 87 7,604 -- 7,691
Fund shares redeemed 1,787 -- -- 1,787
Accrued liabilities:
Investment advisory fees 273 52 -- 325
Administration fees 63 13 -- 76
Shareholder servicing fees 13 -- -- 13
Distribution fees 55 -- -- 55
Custodian fees 29 19 -- 48
Other 246 117 -- 363
-------- -------- ------- --------
Total Liabilities 2,553 7,805 -- 10,358
-------- -------- ------- --------
NET ASSETS:
Paid in capital 320,076 86,947 -- 407,023
Accumulated distributions in
excess of net investment
income (1,304) (75) -- (1,379)
Accumulated net realized
gain (loss) on investments 72,453 (3,165) -- 69,288
Net unrealized appreciation
of investments 130,955 27,710 -- 158,665
-------- -------- ------- --------
Net Assets $522,180 $111,417 $ -- $633,597
======== ======== ======= ========
Shares of beneficial interest
outstanding ($.001 par value;
unlimited number of shares
authorized):
Class A Shares 3,665 -- 120 (b) 3,785
Class B Shares 2,310 -- -- 2,310
Class I Shares 13,533 -- 4,003 (b) 17,536
Premier Class Shares -- 4,384 (4,384)(b) --
Investor Class Shares -- 129 (129)(b) --
Net Asset Value:
Class A Shares (and
redemption price) $ 26.53 -- -- $ 26.53
Class B Shares* $ 25.51 -- -- $ 25.51
Class I Shares (and
redemption price) $ 27.04 -- -- $ 27.04
Premier Class Shares (and
redemption price) -- $ 24.69 -- --
Investor Class Shares (and
redemption price) -- $ 24.57 -- --
Class A Maximum Public
Offering Price Per Share (net
asset value per
share/94.25%) $ 28.15 -- -- $ 28.15
======== ======== ======= ========
Cost of investments $392,345 $ 83,945 $ -- $476,290
======== ======== ======= ========
</TABLE>
* Redemption price may be reduced by contingent deferred sales charge.
(a) Reflects payment of amounts owed by the Distributor prior to the
Reorganization.
(b) Represents the difference between total additional shares to be issued (see
Note 2) and current Chase Vista Small Cap Equity Fund shares outstanding.
See notes to pro forma financial statements.
9
<PAGE>
CHASE VISTA SMALL CAP EQUITY FUND/CHASE SMALL CAPITALIZATION FUND
PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED APRIL 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
CHASE VISTA CHASE SMALL
SMALL CAP CAPITALIZATION PRO FORMA PRO FORMA
EQUITY FUND FUND ADJUSTMENTS COMBINED
----------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividend $ 2,111 $ 415 $ -- $ 2,526
Interest 1,111 293 -- 1,404
-------- ------- ----- --------
Total investment income 3,222 708 -- 3,930
-------- ------- ----- --------
EXPENSES:
Investment advisory fees 3,036 647 (82)(a) 3,601
Administration fees 701 129 -- 830
Shareholder servicing fees 933 -- 197(a)(b) 1,130
Distribution fees 729 2 -- 731
Custodian fees 116 64 (51)(c) 129
Printing and postage 93 36 (10)(c) 119
Professional fees 44 38 (30)(c) 52
Registration expenses 43 52 (10)(c) 85
Transfer agent fees 519 68 (26)(c) 561
Trustees' fees 23 3 -- 26
Other 33 13 -- 46
-------- ------- ----- --------
Total expenses 6,270 1,052 (12) 7,310
-------- ------- ----- --------
Less amounts waived 749 158 18(a) 925
Less earnings credits 2 -- -- 2
Less expense reimbursements -- 28 -- 28
-------- ------- ----- --------
Net expenses 5,519 866 (30) 6,355
-------- ------- ----- --------
Net investment loss (2,297) (158) 30 (2,425)
-------- ------- ----- --------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized gain on
investment transactions 86,386 2,045 -- 88,431
Change in net unrealized
appreciation/ depreciation
of investments 55,552 22,165 -- 77,717
-------- ------- ----- --------
Net realized and unrealized
gain on investments 141,938 24,210 -- 166,148
-------- ------- ----- --------
Net increase in net assets
from operations $139,641 $24,052 $ 30 $163,723
======== ======= ===== ========
</TABLE>
(a) Reflects adjustment to investment advisory fees, shareholder servicing
fees, distribution fees and/or related waivers based on the surviving
Fund's revised fee schedule.
(b) Chase Small Capitalization Fund did not charge shareholder servicing fees
during the twelve months ended April 30, 2000.
(c) Reduction reflects the estimated benefit of combining operations.
See notes to pro forma financial statements.
10
<PAGE>
CHASE VISTA SMALL CAP EQUITY FUND/CHASE SMALL CAPITALIZATION 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 Small Cap Equity Fund ("CVSCEF") and Chase
Small Capitalization Fund ("CSCF") as if the proposed reorganization occurred as
of and for the twelve months ended April 30, 2000.
The Pro Forma Statements give effect to the proposed transfer of all assets and
liabilities of CSCF in exchange for shares in CVSCEF. 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:
Under the proposed reorganization, each shareholder of CSCF would receive shares
of CVSCEF with a value equal to their holding in CSCF. Holders of Investor
Class Shares in CSCF would receive Class A Shares in CVSCEF and holders of
Premier Class Shares in CSCF would receive Institutional Class Shares in CVSCEF.
Therefore, as a result of the proposed reorganization, current shareholders of
CSCF will become shareholders of CVSCEF.
The pro forma net asset value per share assumes the issuance of additional
shares of CVSCEF which would have been issued on April 30, 2000 in connection
with the proposed reorganization. The amount of additional shares assumed to be
issued was calculated based on the April 30, 2000 net assets of CSCF and the net
asset values per share of CVSCEF.
<TABLE>
A CLASS INSTITUTIONAL
SHARES CLASS SHARES
<S> <C> <C>
Additional Shares Issued 119,746 4,002,985
Net Assets April 30, 2000 CSCF $3,176,710 $108,240,761
Net Asset Value Per Share CVSCEF $ 26.53 $ 27.04
</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 CVSCEF at the combined level of
average net assets for the twelve months ended April 30, 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.
11
<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.
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
Part C-1
<PAGE>
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 Prospectus/Proxy Statement.
5 Declaration of Trust and By-laws (1)
6(a) Form of Investment Advisory Agreement.(2)
6(b) Form of Investment Sub-Advisory Agreement between The
Chase Manhattan Bank and Chase Asset Management, Inc. (2)
7 Distribution and Sub-Administration Agreement dated August 21,
1995.(2)
8(a) Retirement Plan for Eligible Trustees.(2)
8(b) Deferred Compensation Plan for Eligible Trustees.(2)
9 Form of Custodian Agreement. (1)
10(a) Forms of Rule 12b-1 Distribution Plans including Selected
Dealer Agreements and Shareholder Service Agreements. (1) and
(2)
10(b) Form of Rule 12b-1 Distribution Plan (including forms of
Selected Dealer Agreement and Shareholder Servicing
Agreement).(2)
10(c) Form of Rule 12b-1 Plan - Class C Shares (including forms of
Shareholder Servicing Agreements). (3)
Part C-2
<PAGE>
11 None.
12 Opinion and Consent of Simpson Thacher & Bartlett as to Tax
Consequences. (5)
13(a) Form of Transfer Agency Agreement. (1)
13(b) Form of Shareholder Servicing Agreement. (2)
13(c) Form of Administration Agreement.(2)
14 Consent of PricewaterhouseCoopers LLP (4)
15 None
16 None
17(a) Form of Proxy Card.(4)
17(b) Prospectus for Chase Vista Small Cap Equity Fund. (4)
17(c) Prospectus for Chase Small Capitalization Fund. (4)
17(d) Statement of Additional Information of MFG. (4)
17(e) Statement of Additional Information of MFIT. (4)
17(f) Annual Report to Shareholders of Chase Vista Small Cap Equity
Fund dated October 31, 1999. (4)
17(g) Annual Report to Shareholders of Chase Small Capitalization
Fund dated December 31, 1999. (4)
17(h) Semi-Annual Report to Shareholders of Chase Vista Small Cap
Equity Fund dated April 30, 2000. (4)
17(i) Semi-Annual Report to Shareholders of Chase Small
Capitalization Fund dated June 30, 2000. (4)
(1) Filed as an Exhibit to the Registration Statement on Form N-1A
on March 23, 1990.
(2) Filed as an Exhibit to Post-Effective Amendment to the
Registration Statement on Form N-1A on December 28, 1995.
(3) Filed as an Exhibit to Post-Effective Amendment to the
Registration Statement on Form N-1A on October 28, 1997.
Part C-3
<PAGE>
(4) Filed herewith.
(5) To be filed by amendment.
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 GROUP
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.
<TABLE>
<S> <C> <C>
* 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
</TABLE>
<PAGE>
EXHIBITS
ITEM DESCRIPTION
(14) Consent of PricewaterhouseCoopers LLP.
(17)(a) Form of Proxy Card.
(b) Prospectus for Chase Vista Small Cap Equity Fund.
(c) Prospectus for Chase Small Capitalization Fund.
(d) Statement of Additional Information of MFG.
(e) Statement of Additional Information of MFIT.
(f) Annual Report to Shareholders of Chase Vista Small Cap Equity
Fund dated October 31, 1999.
(g) Annual Report to Shareholders of Chase Small Capitalization
Fund dated December 31, 1999.
(h) Semi-Annual Report to Shareholders of Chase Vista Small Cap
Equity Fund dated April 30, 2000.
(i) Semi-Annual Report to Shareholders of Chase Small
Capitalization Fund dated June 30, 2000.
