<PAGE>
CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES 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 Short-Intermediate Term U.S.
Government Securities 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 Short-Intermediate
Term U.S. Government Securities Fund into Chase Vista Short-Term Bond Fund, a
series of Mutual Fund Group ("MFG") (the "Reorganization"). After the
Reorganization, shareholders will hold an interest in Chase Vista Short-Term
Bond Fund, which is also advised by The Chase Manhattan Bank ("Chase"). There
are certain important differences between the investment objective and policies
of the Funds, and, accordingly, the Reorganization will have an impact on your
investment. MFG is comprised of 20 portfolios, each managed by Chase, consisting
of income and equity funds.
After the proposed Reorganization, your investment would be in a larger
combined fund with similar investment policies, allowing the resulting fund to
take advantage of the operational and administrative efficiencies that size
offers.
Chase Vista Short-Term Bond Fund has also entered into a plan of
reorganization with Chase Vista Select Short-Term Bond Fund, a series of Mutual
Fund Select Group with identical investment objectives and policies to Chase
Vista Short-Term Bond Fund. If that reorganization (the "Select Reorganization")
is approved by the shareholders of Chase Vista Select Short-Term Bond Fund and
certain other conditions are met, Chase Vista Select Short-Term Bond Fund will
be reorganized into Chase Vista Short-Term Bond Fund. The terms of the Select
Reorganization are similar to the terms of the Reorganization you are being
asked to consider. If both reorganizations are approved, your investment would
be in a larger combined fund containing the assets of all three funds.
The current investment adviser for both Chase Short-Intermediate Term U.S.
Government Securities Fund and Chase Vista Short-Term Bond Fund is Chase. The
sub-adviser for Chase Vista Short-Term Bond Fund is Chase Fleming Asset
Management (USA) Inc. ("CFAM"). Chase Short-Intermediate Term U.S. Government
Securities Fund has no sub-adviser. The two Funds are managed by overlapping
portfolio management teams. Two of the three managers for Chase
Short-Intermediate Term U.S. Government Securities Fund manage the Chase Vista
Short-Term Bond Fund. After the Reorganization, these individuals 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, the Select Reorganization and
a comparison of Chase Vista Short-Term Bond Fund and MFG to Chase
Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S.
Government Securities Fund, MFIT, Chase Vista Short-Term Bond Fund, MFG or their
shareholders.
If approval of the Reorganization is obtained, you will automatically
receive shares of Chase Vista Short-Term Bond 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
PX9A-1100
<PAGE>
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 both invest in debt
securities with shorter maturities.
IF THE REORGANIZATION IS APPROVED, WHAT WILL HAPPEN?
Under the Reorganization, Chase Short-Intermediate Term U.S. Government
Securities Fund would transfer all of its assets and liabilities to Chase Vista
Short-Term Bond Fund and would receive, in exchange, shares of Chase Vista
Short-Term Bond Fund. Chase Short-Intermediate Term U.S. Government Securities
Fund would then be liquidated and the shares of Chase Vista Short-Term Bond Fund
would be distributed to shareholders such as you. After the Reorganization, you
would own shares in Chase Vista Short-Term Bond Fund rather than Chase
Short-Intermediate Term U.S. Government Securities Fund. Holders of Investor
Class Shares would receive Class A Shares in Chase Vista Short-Term Bond Fund
(but will not pay a sales load) and holders of Premier Class Shares would
receive Institutional Class Shares in Chase Vista Short-Term Bond Fund.
WHAT WILL BE THE EFFECT ON THE INVESTMENT STRATEGIES ASSOCIATED WITH MY
INVESTMENT IF THE PROPOSED CHANGES ARE APPROVED?
While both Chase Vista Short-Term Bond Fund and Chase Short-Intermediate
Term U.S. Government Securities Fund invest primarily in debt securities of
shorter maturities, there are certain important differences between their
investment policies. Under normal market conditions, the Chase Vista Short-Term
Bond Fund will invest at least 65% of its total assets in bonds which have an
average maturity of three years or less. UNDER NORMAL MARKET CONDITIONS, THE
CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND WILL INVEST AT
LEAST 70% OF ITS TOTAL ASSETS IN DEBT SECURITIES ISSUED OR GUARANTEED BY THE
U.S. GOVERNMENT AND ITS AGENCIES OR AUTHORITIES, AND IN REPURCHASE AGREEMENTS
INVOLVING THESE SECURITIES.
The dollar-weighted average maturity of the Chase Vista Short-Term Bond Fund
will not exceed three years. THE DOLLAR WEIGHTED AVERAGE OF THE INVESTMENTS IN
THE CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND IS BETWEEN TWO
AND FIVE YEARS.
Substantially all of the Chase Vista Short-Term Bond Fund's investments will
be in investment grade securities, which means a rating of Baa or higher by
Moody's Investors Service, Inc., BBB or higher by Standard & Poor's Corporation
or the equivalent by another national rating organization or unrated securities
of comparable quality. THERE IS NO SIMILAR RESTRICTION ON THE RATINGS OF THE
SECURITIES HELD BY THE CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES
FUND; HOWEVER IT IS IMPORTANT TO NOTE THAT U.S. GOVERNMENT SECURITIES, WHICH ARE
UNRATED, ARE GENERALLY CONSIDERED TO BE OF EXTREMELY HIGH QUALITY.
The Chase Vista Short-Term Bond Fund is permitted to make substantial
investments in foreign debt securities, including securities of issuers in
developing countries, as long as they meet the Fund's credit quality standards.
THE CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND IS LIMITED IN
ITS ABILITY TO MAKE SUBSTANTIAL INVESTMENTS IN FOREIGN DEBT SECURITIES.
Therefore, the Reorganization will have an impact on the investment strategy
implemented in respect of your investment.
HOW WILL THE FEES AND EXPENSES ASSOCIATED WITH MY INVESTMENT BE AFFECTED?
The contractual (or pre-waiver) and actual (or post-waiver) total expense
ratios are expected to be the same or less for Chase Vista Short-Term Bond Fund
than they are for Chase Short-Intermediate Term U.S. Government Securities Fund.
If an increase does arise, Chase has contractually agreed to waive fees payable
to it and reimburse expenses so that the total expense ratio will remain the
same for at least one year after the Reorganization.
It is important to note that because of differences in investment policies,
Chase Vista Short-Term Bond Fund expects to dispose of a significant portion of
the portfolio investments of Chase Short-Intermediate Term U.S. Government
Securities Fund after the Reorganization. This would result in additional
trading costs.
WILL THERE BE ANY CHANGE IN WHO MANAGES MY INVESTMENT?
The two Funds are managed by overlapping portfolio management teams. Two of
the three managers for Chase Short-Intermediate Term U.S. Government Securities
Fund manage the Chase Vista Short-Term Bond Fund. After the Reorganization,
these individuals will continue to be responsible for the day-to-day investment
decisions for your portfolio.
<PAGE>
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
Short-Intermediate Term U.S. Government Securities Fund or Chase Vista
Short-Term Bond Fund (or shareholders of either fund).
HOW WILL SHAREHOLDER SERVICES CHANGE?
Substantially similar services are available to shareholders of both Chase
Short-Intermediate Term U.S. Government Securities Fund and Chase Vista
Short-Term Bond 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 Short-Term Bond Fund.
HOW WOULD THE PROPOSED SELECT REORGANIZATION AFFECT MY INVESTMENT IF IT IS
APPROVED BY THE SHAREHOLDERS OF THE CHASE VISTA SELECT SHORT-TERM BOND FUND?
If the Select Reorganization is approved and certain other conditions are
met, the assets and liabilities of Chase Vista Select Short-Term Bond Fund would
become the assets of Chase Vista Short-Term Bond Fund, and the shareholders of
Chase Vista Select Short-Term Bond Fund would receive shares of Chase Vista
Short-Term Bond Fund. Therefore, if both reorganizations are approved, your
investment would be in a larger fund that contains the assets of all three
funds. There can be no assurance that the Select Reorganization will be
consummated.
AS A HOLDER OF SHARES OF CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT
SECURITIES 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 SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES 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 Short-Intermediate Term U.S. Government Securities
Fund:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders
("Shareholders") of Chase Short-Intermediate Term U.S. Government Securities
Fund ("Chase Short-Intermediate Term U.S. Government Securities 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. 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 Short-Intermediate Term U.S. Government Securities
Fund, and Mutual Fund Group ("MFG"), on behalf of Chase Vista
Short-Term Bond Fund, and the transactions contemplated thereby,
including (a) the transfer of all of the assets and liabilities of
Chase Short-Intermediate Term U.S. Government Securities Fund to Chase
Vista Short-Term Bond Fund, a series of MFG ("Chase Vista Short-Term
Bond Fund") in exchange for (i) Class A Shares of Chase Vista
Short-Term Bond Fund (the "Class A Shares") and (ii) Institutional
Class Shares of Chase Vista Short-Term Bond Fund ("Institutional Class
Shares" and together with the Class A Shares, the "Chase Vista
Short-Term Bond Fund Shares"), as applicable; and (b) the distribution
of such Chase Vista Short-Term Bond Fund Shares to the Shareholders of
Chase Short-Intermediate Term U.S. Government Securities 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 SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES 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 SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES 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 SHORT-TERM BOND 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 Short-Intermediate Term U.S. Government Securities Fund
("Chase Short-Intermediate Term U.S. Government Securities Fund"), a series of
Mutual Fund Investment Trust ("MFIT"), into Chase Vista Short-Term Bond Fund
("Chase Vista Short-Term Bond 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 Short-Intermediate Term
U.S. Government Securities Fund, which is a series of MFIT, to Chase Vista
Short-Term Bond Fund, a series of MFG, in exchange for shares of Chase Vista
Short-Term Bond Fund (the "Reorganization"). MFIT and MFG are both open-end
management investment companies offering shares in several portfolios, and, in
most cases, multiple classes of shares in each such portfolio.
Under the proposed Reorganization, each shareholder of Chase
Short-Intermediate Term U.S. Government Securities Fund (the "Chase
Short-Intermediate Term U.S. Government Securities Fund Shareholders") would
receive Shares (the "Chase Vista Short-Term Bond Fund Shares") of Chase Vista
Short-Term Bond Fund with a value equal to such Chase Short-Intermediate Term
U.S. Government Securities Fund Shareholder's holdings in Chase
Short-Intermediate Term U.S. Government Securities Fund. Holders of Investor
Class Shares would receive Class A Shares (the "Class A Shares") in Chase Vista
Short-Term Bond Fund and holders of Premier Class Shares would receive
Institutional Class Shares (the "Institutional Class Shares") in Chase Vista
Short-Term Bond Fund. Therefore, as a result of the proposed Reorganization,
current Shareholders of Chase Short-Intermediate Term U.S. Government Securities
Fund will become shareholders of Chase Vista Short-Term Bond Fund ("Chase Vista
Short-Term Bond Fund Shareholders").
Chase Vista Short-Term Bond Fund has also entered into a plan of
reorganization with Chase Vista Select Short-Term Bond Fund, a series of Mutual
Fund Select Group with identical investment objectives and policies to Chase
Vista Short-Term Bond Fund. If that reorganization (the "Select Reorganization")
is approved by the shareholders of Chase Vista Select Short-Term Bond Fund and
certain other conditions are met, Chase Vista Short-Term Bond Fund would also
acquire the assets and liabilities of Chase Vista Select Short-Term Bond Fund in
exchange for Chase Vista Short-Term Bond Fund Shares. The terms of the Select
Reorganization are similar to the terms of the Reorganization you are being
asked to consider. If both reorganizations are approved, your investment would
be in a larger combined fund containing the assets of all three funds. There can
be no assurance that the Select Reorganization will be consummated.
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 Short-Intermediate Term U.S. Government Securities Fund
and Chase Vista Short-Term Bond Fund. Chase Fleming Asset Management (USA) Inc.
("CFAM") serves as sub-adviser for Chase Vista Short-Term Bond Fund. There is no
sub-adviser for Chase Short-Intermediate Term U.S. Government Securities Fund.
The two Funds are managed by overlapping portfolio management teams. Two of the
three managers
<PAGE>
for Chase Short-Intermediate Term U.S. Government Securities Fund manage the
Chase Vista Short-Term Bond Fund. After the Reorganization, these individuals
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 Short-Intermediate Term U.S. Government Securities
Fund and employed the same portfolio management team as Chase. 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
Short-Intermediate Term U.S. Government Securities Fund, and MFG, on behalf of
Chase Vista Short-Term Bond Fund, attached to this Combined Prospectus/Proxy
Statement as Appendix A.
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 Short-Intermediate Term U.S. Government Securities
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
Short-Intermediate Term U.S. Government Securities Fund for the meeting of its
Shareholders and also constitutes MFG's prospectus for Chase Vista Short-Term
Bond 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 Short-Intermediate Term U.S. Government Securities Fund
and Chase Vista Short-Term Bond Fund are incorporated herein by reference and
the prospectus for Chase Vista Short-Term Bond Fund is 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 OR MFG.
INVESTMENTS IN CHASE VISTA SHORT-TERM BOND FUND ARE SUBJECT TO RISK--
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NO SHARES IN CHASE VISTA SHORT-TERM
BOND FUND ARE BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, THE
CHASE MANHATTAN BANK OR ANY OF ITS AFFILIATES AND ARE NOT FEDERALLY INSURED BY,
OBLIGATIONS OF, OR OTHERWISE SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
INTRODUCTION...................................... 1
SUMMARY........................................... 1
RISK FACTORS...................................... 7
INFORMATION RELATING TO THE PROPOSED
REORGANIZATION................................... 8
INVESTMENT POLICIES............................... 11
PURCHASES, REDEMPTIONS AND EXCHANGES.............. 14
DISTRIBUTIONS AND TAXES........................... 17
COMPARISON OF CHASE SHORT-INTERMEDIATE TERM U.S.
GOVERNMENT SECURITIES FUND'S AND CHASE VISTA
SHORT-TERM BOND FUND'S ORGANIZATION STRUCTURES... 17
INFORMATION RELATING TO THE ADVISORY CONTRACTS.... 19
BOARD OF TRUSTEES................................. 22
INFORMATION RELATING TO VOTING MATTERS............ 24
ADDITIONAL INFORMATION ABOUT MFIT................. 25
ADDITIONAL INFORMATION ABOUT MFG.................. 26
FINANCIAL STATEMENTS AND EXPERTS.................. 26
OTHER BUSINESS.................................... 26
LITIGATION........................................ 26
SHAREHOLDER INQUIRIES............................. 26
APPENDIX A--AGREEMENT AND PLAN OF
REORGANIZATION................................... A-1
</TABLE>
<PAGE>
INTRODUCTION
This Combined Prospectus/Proxy Statement is being furnished to the
shareholders of Chase Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities
Fund shareholders (the "Chase Short-Intermediate Term U.S. Government Securities
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 Short-Intermediate Term U.S. Government Securities Fund, and
MFG, on behalf of Chase Vista Short-Term Bond Fund ("Chase Vista Short-Term Bond
Fund," together with Chase Short-Intermediate Term U.S. Government Securities
Fund, the "Funds"), pursuant to which all of the assets and liabilities of Chase
Short-Intermediate Term U.S. Government Securities Fund will be transferred to
Chase Vista Short-Term Bond Fund in exchange for shares (the "Chase Vista
Short-Term Bond Fund Shares") of Chase Vista Short-Term Bond Fund. As a result
of this transaction (the "Reorganization"), Chase Short-Intermediate Term U.S.
Government Securities Fund Shareholders will become shareholders of Chase Vista
Short-Term Bond Fund and will receive Chase Vista Short-Term Bond Fund Shares
equal in value to their holdings in Chase Short-Intermediate Term U.S.
Government Securities Fund on the date of the Reorganization. Holders of
Investor Class Shares in Chase Short-Intermediate Term U.S. Government
Securities Fund would receive Class A Shares ("Class A Shares") in Chase Vista
Short-Term Bond Fund and holders of Premier Class Shares in Chase
Short-Intermediate Term U.S. Government Securities Fund would receive
Institutional Class Shares ("Institutional Class Shares") in Chase Vista
Short-Term Bond Fund. Further information relating to Chase Vista Short-Term
Bond 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 Short-Intermediate Term U.S.
Government Securities Fund requires the affirmative vote of the lesser of
(i) 67% or more of the Chase Short-Intermediate Term U.S. Government Securities
Fund Shares present at the Meeting and (ii) more than 50% of all outstanding
Chase Short-Intermediate Term U.S. Government Securities Fund Shares. If the
Reorganization Plan is not approved by Chase Short-Intermediate Term U.S.
Government Securities 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 Short-Term
Bond Fund Shares, and the Reorganization Plan attached to this Combined
Prospectus/Proxy Statement as Appendix A. Chase Vista Short-Term Bond Fund's
Semi-Annual Report to Shareholders and Annual Report to Shareholders are
enclosed with this Combined Prospectus/Proxy Statement.
PROPOSED TRANSACTION
Pursuant to the proposed Reorganization Plan, Chase Short-Intermediate Term
U.S. Government Securities Fund, an existing series of MFIT, will transfer all
of its assets and liabilities to Chase Vista Short-Term Bond Fund in exchange
for shares of Chase Vista Short-Term Bond Fund, a series of MFG.
Under the proposed Reorganization, each Chase Short-Intermediate Term U.S.
Government Securities Fund Shareholder would receive a number of Chase Vista
Short-Term Bond 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
Short-Intermediate Term U.S. Government Securities Fund Shares on such date.
Therefore, following the proposed Reorganization, Chase Short-Intermediate Term
U.S. Government Securities Fund Shareholders will be Chase Vista Short-Term Bond
Fund Shareholders. Chase Short-Intermediate Term U.S. Government Securities Fund
Shareholders holding Class A Shares will receive Class A Shares in the
1
<PAGE>
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.
The contractual (or pre-waiver) and actual (or post-waiver) total expense
ratios are expected to be the same or less for Chase Vista Short-Term Bond Fund
than they are for Chase Short-Intermediate Term U.S. Government Securities Fund.
Based upon their evaluation of the relevant information presented to them,
including an analysis of the operation of Chase Vista Short-Term Bond 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 Short-Intermediate Term U.S. Government
Securities Fund and Chase Vista Short-Term Bond 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-adviser to Chase Vista
Short-Term Bond Fund pursuant to an agreement with Chase and manages Chase Vista
Short-Term Bond Fund on a day-to-day basis. The portfolio managers for the two
Funds are different. Prior to August 1, 2000, Chase Bank of Texas, N.A. ("Chase
Texas") was the sub-adviser for Chase Short-Intermediate Term U.S. Government
Securities Fund. 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 Short-Term
Bond Fund and Chase Short-Intermediate Term U.S. Government Securities Fund.
REASONS FOR THE REORGANIZATION
The MFIT Board and MFG Board decided to reorganize Chase Short-Intermediate
Term U.S. Government Securities Fund into Chase Vista Short-Term Bond Fund to
increase operational and administrative efficiencies, since there are certain
similarities in the investment objectives and policies of the two Funds. In
addition, Chase Short-Intermediate Term U.S. Government Securities Fund
Shareholders will have a greater variety of investment opportunities available
since they can exchange Chase Vista Short-Term Bond Fund Shares for shares in
other Chase Vista funds at net asset value, subject to certain restrictions
described in this Combined Prospectus/Proxy Statement.
SELECT REORGANIZATION
Chase Vista Short-Term Bond Fund has also entered into a plan of
reorganization with Chase Vista Select Short-Term Bond Fund, a series of Mutual
Fund Select Group. If that reorganization (the "Select Reorganization") is
approved by the shareholders of Chase Vista Select Short-Term Bond Fund and
certain other conditions are met, Chase Vista Short-Term Bond Fund would also
acquire the assets and liabilities of Chase Vista Select Short-Term Bond Fund in
exchange for Chase Vista Short-Term Bond Fund Shares. The terms of the Select
Reorganization are similar to the terms of the Reorganization you are being
asked to consider. If both reorganizations are approved, your investment would
be in a larger combined fund containing the assets of all three funds. There can
be no assurance that the Select Reorganization will be consummated.
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 Short-Intermediate Term
U.S. Government Securities Fund, Chase Vista Short-Term Bond Fund or their
respective shareholders. The holding period and tax basis of Chase Vista
Short-Term Bond Fund Shares will be the same as the holding period and tax cost
basis of the shareholder's shares of Chase Short-Intermediate Term U.S.
Government Securities Fund. In addition, the holding period and tax basis of
those assets owned by Chase Short-Intermediate Term U.S. Government Securities
Fund transferred to Chase Vista Short-Term Bond Fund will be identical for Chase
Short-Intermediate Term U.S. Government Securities Fund. See "Information
Relating to the Proposed Reorganization--Federal Income Tax Consequences."
2
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of each Fund is to seek a high level of income
consistent with the preservation of capital.
However, while both Chase Vista Short-Term Bond Fund and Chase
Short-Intermediate Term U.S. Government Securities Fund invest primarily in debt
securities of shorter maturities, there are certain important differences
between their investment policies. Under normal market conditions, the Chase
Vista Short-Term Bond Fund will invest at least 65% of its total assets in bonds
which have an average maturity of three years or less. UNDER NORMAL MARKET
CONDITIONS, THE CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND
WILL INVEST AT LEAST 70% OF ITS TOTAL ASSETS IN DEBT SECURITIES ISSUED OR
GUARANTEED BY THE U.S. GOVERNMENT AND ITS AGENCIES OR AUTHORITIES, AND IN
REPURCHASE AGREEMENTS INVOLVING THESE SECURITIES.
The dollar-weighted average maturity of the Chase Vista Short-Term Bond Fund
will not exceed three years. THE DOLLAR WEIGHTED AVERAGE OF THE INVESTMENTS IN
THE CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND IS BETWEEN TWO
AND FIVE YEARS.
Substantially all of the Chase Vista Short-Term Bond Fund's investments will
be in investment grade securities, which means a rating of Baa or higher by
Moody's Investors Service, Inc., BBB or higher by Standard & Poor's Corporation
or the equivalent by another national rating organization or unrated securities
of comparable quality. THERE IS NO SIMILAR RESTRICTION ON THE RATINGS OF THE
SECURITIES HELD BY THE CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES
FUND; HOWEVER IT IS IMPORTANT TO NOTE THAT U.S. GOVERNMENT SECURITIES, WHICH ARE
UNRATED, ARE GENERALLY CONSIDERED TO BE OF EXTREMELY HIGH QUALITY.
The Chase Vista Short-Term Bond Fund is permitted to make substantial
investments in foreign debt securities, including securities of issuers in
developing countries, as long as they meet the Fund's credit quality standards.
THE CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND IS LIMITED IN
ITS ABILITY TO MAKE SUBSTANTIAL INVESTMENTS IN FOREIGN DEBT SECURITIES.
ADDITIONAL TRUST PORTFOLIOS
In addition to Chase Short-Intermediate Term U.S. Government Securities
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 Small Capitalization 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 Short-Term Bond 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 Small Cap Equity 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 SHORT-TERM BOND FUND
The following discussion highlights the principal risk factors associated
with an investment in Chase Vista Short-Term Bond Fund. These investment risks,
in general, are those typically associated with investing in a managed portfolio
of fixed income securities. In particular, the value of shares of the Fund will
be
3
<PAGE>
influenced by the performance and credit quality of the companies selected for
the Fund's portfolio. The value of fixed income investments tends to fall when
prevailing interest rates rise. This drop in value could be worse if a fund is
investing in debt securities with longer maturities. In addition, investments in
mortgage-related securities could lead the value of a fund to change more often
and to a greater degree than if the fund did not buy mortgage-related
securities. Also, the Fund may invest a substantial portion of its assets in
foreign securities, which are subject to certain special risks.
CERTAIN ARRANGEMENTS WITH SERVICE PROVIDERS
ADVISORY SERVICES
The investment adviser for both Chase Short-Intermediate Term U.S.
Government Securities Fund and Chase Vista Short-Term Bond Fund is Chase. Chase
oversees the asset management and administration of both Funds. As compensation
for its services, Chase receives a management fee from each of Chase Short-
Intermediate Term U.S. Government Securities Fund and Chase Vista Short-Term
Bond Fund at an annual rate of 0.50% and 0.25%, respectively, of their
respective average daily net assets. A portion of the fee generated with respect
to Chase Vista Short-Term Bond Fund is used to pay CFAM, Chase Vista Short-Term
Bond 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 Short-Intermediate Term U.S.
Government Securities Fund, subject to the general supervision of the MFIT
Board, and Chase Vista Short-Term Bond 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 respect to Chase Vista Short-Term Bond Fund. For
the investment sub-advisory services rendered to Chase Vista Short-Term Bond
Fund and Chase, CFAM is entitled to receive from Chase an annual fee of 0.10% of
Chase Vista Short-Term Bond 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 Short-Term Bond Fund and Chase
Short-Intermediate Term U.S. Government Securities 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
Short-Term Bond Fund. CFD Fund Distributors, Inc. ("CFD"), another wholly-owned
indirect subsidiary of BISYS, is the distributor for Chase Short-Intermediate
Term U.S. Government Securities Fund. VFD and CFD are unaffiliated with Chase.
Chase serves as administrator, fund accountant and custodian for both Chase
Short-Intermediate Term U.S. Government Securities Fund and Chase Vista
Short-Term Bond 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
Short-Intermediate Term U.S. Government Securities Fund and Chase Vista
Short-Term Bond Fund.
PricewaterhouseCoopers LLP ("PwC") serves as both Chase Short-Intermediate
Term U.S. Government Securities Fund's and Chase Vista Short-Term Bond 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
Short-Intermediate Term U.S. Government Securities Fund is organized as a series
of MFIT and Chase Vista Short-Term Bond 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 Short-Term Bond Fund are similar to those with respect to shares of
Chase Short-Intermediate Term U.S. Government Securities Fund.
4
<PAGE>
COMPARATIVE FEE AND EXPENSE TABLES
The table below shows (i) information regarding the fees and expenses paid
by each of Chase Short-Intermediate Term U.S. Government Securities Fund and
Chase Vista Short-Term Bond Fund that reflect current expense arrangements,
(ii) estimated fees and expenses on a pro forma basis for Chase Vista Short-
Term Bond Fund after giving effect to the proposed Reorganization but without
giving effect to the proposed Select Reorganization and (iii) estimated fees and
expenses on a pro forma basis for Chase Vista Short-Term Bond Fund after giving
effect to both the proposed Reorganization and the proposed Select
Reorganization. Under the proposed Reorganization, holders of Investor Class
Shares in Chase Short-Intermediate Term U.S. Government Securities Fund would
receive Class A Shares in Chase Vista Short-Term Bond Fund and holders of
Premier Class Shares in Chase Short-Intermediate Term U.S. Government Securities
Fund would receive Institutional Class Shares in Chase Vista Short-Term Bond
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 table indicates that both contractual (pre-waiver) and actual
(post-waiver) total expense ratios for current holders of Chase
Short-Intermediate Term U.S. Government Securities Fund are anticipated to be
the same or less following the Reorganization. In addition, Chase has agreed to
waive certain fees and/or reimburse certain expenses to ensure that actual total
operating expenses do not increase for at least one year.
<TABLE>
<CAPTION>
CHASE CHASE
SHORT-INTERMEDIATE TERM U.S. VISTA SHORT-TERM BOND
GOVERNMENT SECURITIES FUND(A) FUND(B)
------------------------------ -------------------------
INVESTOR PREMIER INSTITUTIONAL
CLASS CLASS CLASS A CLASS
SHARES SHARES SHARES SHARES
-------------- -------------- ---------- -------------
<S> <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 1.50% None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED
FROM FUND ASSETS)
Management Fees 0.50% 0.50% 0.25% 0.25%
Distribution (12b-1) Fees 0.25% None 0.25% None
Other Expenses 0.90% 0.65% 0.84% 0.75%
---- ---- ---- ----
Total Annual Fund Operating
Expenses 1.65% 1.15% 1.34% 1.00%
==== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
CHASE VISTA SHORT-TERM BOND FUND (COMBINED)(C)
--------------------------------------------------------------
PRO FORMA PRO FORMA PRO FORMA PRO FORMA
CLASS A INSTITUTIONAL CLASS A INSTITUTIONAL
SHARES WITHOUT CLASS SHARES SHARES WITH CLASS SHARES
SELECT WITHOUT SELECT SELECT WITH SELECT
REORGANIZATION REORGANIZATION REORGANIZATION REORGANIZATION
-------------- -------------- -------------- --------------
<S> <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....................... 1.50% None 1.50% None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED
FROM FUND ASSETS)
Management Fees............... 0.25% 0.25% 0.25% 0.25%
Distribution (12b-1) Fees..... 0.25% None 0.25% None
Other Expenses................ 0.77% 0.62% 0.77% 0.62%
---- ---- ---- ----
Total Annual Fund Operating
Expenses.................... 1.27% 0.87% 1.27% 0.87%
Contractual Fee Waivers and
Expense Reimbursements...... 0.52% 0.37% 0.52% 0.37%
---- ---- ---- ----
Net Expenses.................. 0.75% 0.50% 0.75% 0.50%
==== ==== ==== ====
</TABLE>
---------------------
(a) The actual Management Fees for Chase Short-Intermediate Term U.S.
Government Securities Fund are expected to be 0.10%, the actual
Distribution Fees for Investor Class Shares are expected to be 0.00%, and
Total Annual Fund Operating Expenses for Investor and Premier Class shares
are not expected to exceed 1.00% and 0.75%, respectively. That is because
Chase and some of the other service providers
5
<PAGE>
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 Management Fees for Chase Vista Short-Term Bond Fund, prior to
the Reorganization, are expected to be 0.00%, the actual Distribution Fees
for Class A shares are expected to be 0.23%, the actual Other Expenses for
Class A and Institutional Class shares are expected to be 0.52% and 0.50%,
respectively, and Total Annual Fund Operating Expenses for Class A and
Institutional Class shares are not expected to exceed 0.75% and 0.50%,
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.
(c) The actual Management Fees for Chase Vista Short-Term Bond Fund, subsequent
to the Reorganization (both with and without the Select Reorganization),
are expected to be 0.18%, the actual Distribution Fees for Class A shares
are expected to be 0.16%, the actual Other Expenses for Class A and
Institutional Class shares are expected to be 0.41% and 0.32%,
respectively, and Total Annual Fund Operating Expenses for Class A and
Institutional Class shares are not expected to exceed 0.75% and 0.50%,
respectively. That is because Chase and some of the other service providers
have contractually agreed not to collect a portion of their fees and to
reimburse others for one year after the Reorganization. Chase and these
other service providers may terminate this arrangement after the one-year
period expires.
The table does not reflect charges or credits which investors might incur if
they invest through a financial institution.
EXAMPLE: This example helps investors compare the cost of investing in the
Funds with the cost of investing in other mutual funds. The example assumes:
- you invest $10,000;
- you sell all of your shares at the end of the period;
- your investment has a 5% return each year; and
- each Fund's operating expenses are not waived and remain the same as shown
above.
Although actual costs may be higher or lower, based upon these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
CHASE SHORT-INTERMEDIATE TERM
U.S.
GOVERNMENT SECURITIES FUND
INVESTOR CLASS SHARES $ 168 $ 520 $ 897 $ 1,955
PREMIER CLASS SHARES $ 117 $ 365 $ 633 $ 1,398
CHASE VISTA SHORT-TERM BOND
FUND
CLASS A SHARES* $ 284 $ 568 $ 873 $ 1,738
INSTITUTIONAL CLASS SHARES $ 102 $ 318 $ 552 $ 1,225
PRO FORMA CHASE VISTA
SHORT-TERM BOND
FUND WITHOUT SELECT
REORGANIZATION
CLASS A SHARES* $ 277 $ 547 $ 836 $ 1,661
CLASS A SHARES (WITHOUT
SALES CHARGE) $ 129 $ 403 $ 697 $ 1,534
INSTITUTIONAL CLASS SHARES $ 89 $ 278 $ 482 $ 1,073
PRO FORMA CHASE VISTA
SHORT-TERM BOND
FUND WITH SELECT
REORGANIZATION
CLASS A SHARES* $ 277 $ 547 $ 836 $ 1,661
CLASS A SHARES (WITHOUT
SALES CHARGE) $ 129 $ 403 $ 697 $ 1,534
INSTITUTIONAL CLASS SHARES $ 89 $ 278 $ 482 $ 1,073
</TABLE>
-------------------
* Assumes sales charge is deducted when shares are purchased. Shareholders
who receive Class A Shares as a result of the proposed reorganization will
not be charged a sales load.
6
<PAGE>
RISK FACTORS
The following discussion highlights the principal risk factors associated
with an investment in Chase Vista Short-Term Bond Fund. There should be
similarities between the risk factors associated with Chase Short-Intermediate
Term U.S. Government Securities Fund and Chase Vista Short-Term Bond 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 Short-Term Bond 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
Short-Term Bond Fund.
The Fund may not achieve its objective if the advisers' expectations
regarding particular securities or markets are not met.
The value of fixed income investments such as bonds tends to fall when
prevailing interest rates rise. Such a drop in value could be worse if the Fund
invests a larger portion of its assets in debt securities with longer
maturities. That's because long-term debt securities are more sensitive to
interest rate changes than other fixed-income securities. Note that conversely
the value of fixed income investments tends to increase when prevailing interest
rates fall.
When the Fund invests in mortgage-related securities, the value of the Fund
could change more often and to a greater degree than if it did not buy
mortgage-backed securities. That's because the prepayment features on some
mortgage-related securities make them more sensitive to interest rate changes.
Mortgage-related securities are subject to scheduled and unscheduled principal
payments as property owners pay down or prepay their mortgages. As these
payments are received, they must be reinvested when interest rates may be lower
than on the original mortgage security. When interest rates are rising, the
value of fixed-income securities with prepayment features are likely to decrease
as much or more than securities without prepayment features. In addition, the
value of mortgage-related securities with prepayment features may not increase
as much as other fixed-income securities when interest rates fall.
Collateral mortgage obligations are issued in multiple classes, and each
class may have its own interest rate and/or final payment date. A class with an
earlier final payment date may have certain preferences in receiving principal
payments or earning interest. As a result, the value of some classes in which
the Fund invests may be more volatile and may be subject to higher risk of
nonpayment.
The value of interest-only and principal-only mortgage backed securities is
more volatile than other types of mortgage-related securities. That's because
they are very sensitive not only to changes in interest rates, but also to the
rate of prepayments. A rapid or unexpected increase in prepayments can
significantly depress the price of interest-only securities, while a rapid or
unexpected decrease could have the same effect on principal-only securities. In
addition, these instruments may be illiquid.
Certain securities which the Fund may hold, such as stripped obligations and
zero coupon securities, are more sensitive to changes in interest rates than
ordinary interest-paying securities. As a result, they may be more volatile than
other types of investments.
Investments in foreign securities may be riskier than investments in the
U.S. They may be affected by political, social and economic instability. Some
securities may be harder to trade without incurring a loss and may be 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. If the Fund were to invest in a security which is not
denominated in U.S. dollars, it also would be subject to currency exchange risk.
These risks increase when investing in issuers located in developing countries.
BECAUSE CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND IS LIMITED
IN ITS ABILITY TO MAKE SUBSTANTIAL INVESTMENTS IN FOREIGN DEBT SECURITIES, THIS
RISK IS NOT PRESENT WITH RESPECT TO SUCH FUND.
The Fund's performance will depend on the credit quality of its investments.
Securities which are rated Baa by Moody's or BBB by S&P may have fewer
protective provisions and are generally more risky than higher rated securities.
The issuer may have trouble making principal and interest payments when
difficult economic conditions exist. IT IS IMPORTANT TO NOTE THAT CHASE
SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND HAS HISTORICALLY HELD
MORE SECURITIES WHICH ARE BACKED BY THE FULL FAITH AND CREDIT OF THE U.S.
TREASURY THAN CHASE VISTA SHORT-TERM BOND FUND. SECURITIES BACKED BY THE FULL
FAITH AND CREDIT OF THE U.S. TREASURY ARE GENERALLY CONSIDERED TO BE OF
EXTREMELY HIGH QUALITY.
7
<PAGE>
Some asset-backed securities may have additional risk because they may
receive little or no collateral protection from the underlying assets.
If the interest rate on floating and variable rate securities falls, the
Fund's yield may decline and it may lose the opportunity for capital
appreciation.
Dollar rolls, forward commitments and repurchase agreements involve some
risk to the Fund if the other party does not live up to its part of the
agreement.
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.
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 Short-Intermediate Term U.S. Government Securities Fund will be
transferred to and assumed by Chase Vista Short-Term Bond Fund. In exchange for
the transfer of the assets, and the assumption of the liabilities, of Chase
Short-Intermediate Term U.S. Government Securities Fund, MFG will issue at the
Effective Time of the Reorganization full and fractional (a) Class A Shares of
Chase Vista Short-Term Bond Fund equal in aggregate dollar value to the
aggregate net asset value of full and fractional outstanding Investor
Class Shares of Chase Short-Intermediate Term U.S. Government Securities Fund
and (b) Institutional Class Shares of Chase Vista Short-Term Bond Fund equal in
aggregate dollar value to the aggregate net asset value of full and fractional
outstanding Premier Class Shares of Chase Short-Intermediate Term U.S.
Government Securities Fund, in each case as determined at the valuation time
specified in the Reorganization Plan. The Reorganization Plan provides that
Chase Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities Fund by Chase Vista
Short-Term Bond Fund, Chase Short-Intermediate Term U.S. Government Securities
Fund will distribute Chase Vista Short-Term Bond Fund Shares received from MFG
to the Chase Short-Intermediate Term U.S. Government Securities Fund
Shareholders in liquidation of Chase Short-Intermediate Term U.S. Government
Securities Fund. Each Chase Short-Intermediate Term U.S. Government Securities
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
Short-Intermediate Term U.S. Government Securities Fund Shares plus the right to
receive any dividends or distributions which were declared before the Effective
Time of the Reorganization but that remained unpaid at that time with respect to
the shares of Chase Short-Intermediate Term U.S. Government Securities Fund.
Because of the differences in the investment strategies of the Chase Vista
Short-Term Bond Fund and Chase Short-Intermediate Term U.S. Government
Securities Fund, Chase Vista Short-Term Bond Fund expects to dispose of a
significant portion of the portfolio investments of Chase Short-Intermediate
Term U.S. Government Securities Fund after the Reorganization.
After the Reorganization, all of the issued and outstanding shares of Chase
Short-Intermediate Term U.S. Government Securities Fund Shares will be canceled
on the books of Chase Short-Intermediate Term U.S. Government Securities Fund
and the stock transfer books of Chase Short-Intermediate Term U.S. Government
Securities 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
8
<PAGE>
Statement by the Chase Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities
Fund and Chase Vista Short-Term Bond 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
September 19, 2000 and October 24, 2000, the MFIT Board considered and discussed
the future of Chase Short-Intermediate Term U.S. Government Securities Fund and
how to best serve the Chase Short-Intermediate Term U.S. Government Securities
Fund Shareholders' interests. The Trustees discussed the size of Chase Short-
Intermediate Term U.S. Government Securities Fund's investment portfolio
(approximately $31 million as of August 31, 2000) and the increasing advantages
of reorganizing Chase Short-Intermediate Term U.S. Government Securities Fund
into Chase Vista Short-Term Bond Fund. The Trustees reviewed the Proposal. After
discussions, it was decided to pursue the Reorganization with Chase Vista
Short-Term Bond Fund.
In considering the Reorganization, the Trustees noted that all Chase Vista
Short-Term Bond 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; the
comparative investment performance of Chase Short-Intermediate Term U.S.
Government Securities Fund and Chase Vista Short-Term Bond Fund; the effect of
such Reorganization on Chase Short-Intermediate Term U.S. Government Securities
Fund and its shareholders; the fact that the day-to-day portfolio management
would be similar after the Reorganization; the investment advisory services
supplied by Chase and its affiliates; the management and other fees payable by
Chase Vista Short-Term Bond Fund; the similarities and differences in the
investment objective and policies of the Funds; the opportunity to combine Chase
Short-Intermediate Term U.S. Government Securities Fund with Chase Vista
Short-Term Bond Fund in an effort to realize operational and administrative
efficiencies; the recommendations of Chase with respect to the proposed
Reorganization; the fact that all costs and expenses of the Reorganization will
be borne by Chase; 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 Short-Intermediate Term U.S.
Government Securities Fund and that the interests of the Chase
Short-Intermediate Term U.S. Government Securities 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
Short-Intermediate Term U.S. Government Securities Fund Shareholders for
approval.
The MFG Board considered the proposed Reorganization from the perspective of
Chase Vista Short-Term Bond 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; the fact
that all costs and expenses of the Reorganization will be borne by Chase; 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 the proposed Reorganization is in the best interests of the
shareholders of Chase Vista Short-Term Bond Fund and the interests of Chase
Vista Short-Term Bond Fund's Shareholders would not be diluted as a result of
the Reorganization.
9
<PAGE>
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 Short-Intermediate Term
U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities Fund to
Chase Vista Short-Term Bond Fund in exchange for Chase Vista Short-Term Bond
Fund Shares and the liquidating distributions to Shareholders of Chase Vista
Short-Term Bond 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 Short-Intermediate Term U.S. Government Securities
Fund and Chase Vista Short-Term Bond 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 Short-Intermediate Term U.S. Government
Securities Fund as a result of such transaction; (iii) no gain or loss will be
recognized by Chase Vista Short-Term Bond Fund as a result of such transaction;
(iv) no gain or loss will be recognized by the Chase Short-Intermediate Term
U.S. Government Securities Fund Shareholders on the distribution to Chase
Short-Intermediate Term U.S. Government Securities Fund Shareholders of the
Chase Vista Short-Term Bond Fund Shares in exchange for their Chase
Short-Intermediate Term U.S. Government Securities Fund Shares; (v) the
aggregate basis of Shares of Chase Vista Short-Term Bond Fund received by a
Shareholder of Chase Short-Intermediate Term U.S. Government Securities Fund
will be the same as the aggregate basis of such Chase Short-Intermediate Term
U.S. Government Securities Fund Shareholder's Chase Short-Intermediate Term U.S.
Government Securities Fund Shares immediately prior to the Reorganization;
(vi) the basis of Chase Vista Short-Term Bond Fund in the assets of Chase
Short-Intermediate Term U.S. Government Securities Fund received pursuant to
such transaction will be the same as the basis of such assets in the hands of
Chase Short-Intermediate Term U.S. Government Securities Fund immediately before
such transaction; (vii) a Chase Short-Intermediate Term U.S. Government
Securities Fund Shareholder's holding period for Chase Vista Short-Term Bond
Fund Shares will be determined by including the period for which each Chase
Short-Intermediate Term U.S. Government Securities Fund Shareholder held Chase
Short-Intermediate Term U.S. Government Securities Fund Shares exchanged
therefor, provided that the Shareholder held such Shares in Chase
Short-Intermediate Term U.S. Government Securities Fund Shares as a capital
asset; and (viii) Chase Vista Short-Term Bond 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 Short-Intermediate Term U.S. Government
Securities 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 Short-Intermediate Term U.S. Government Securities Fund will
be combined with Chase Vista Short-Term Bond Fund in the Reorganization, the
total capitalization of Chase Vista Short-Term Bond Fund after the
Reorganization is expected to be greater than the current capitalization of
Chase Short-Intermediate Term U.S. Government Securities Fund. Also, if the
Select Reorganization is approved, the total capitalization of Chase Vista
Short-Term Bond Fund will be even greater. The following table sets forth as of
August 31, 2000: (i) the capitalization of Chase Short-Intermediate Term U.S.
Government Securities Fund; (ii) the capitalization of Chase Vista Short-Term
Bond Fund; (iii) the pro forma capitalization of Chase Vista Short-Term Bond
Fund as adjusted to give effect to the proposed Reorganization but not the
proposed Select Reorganization; and (iv) the pro forma capitalization of Chase
Vista Short-Term Bond Fund as adjusted to give effect to both the proposed
Reorganization and the proposed Select Reorganization. There is, of course, no
assurance that the Reorganization and/or the Select Reorganization will be
consummated. Moreover, if consummated, the capitalizations of Chase Vista
Short-Term Bond Fund, Chase
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Short-Intermediate Term U.S. Government Securities Fund and Chase Vista Select
Short-Term Bond Fund are likely to be different at the Effective Time of the
Reorganization as a result of fluctuations in the value of portfolio securities
of each Fund and daily share purchase and redemption activity in each fund.
<TABLE>
<CAPTION>
CHASE SHORT- PRO FORMA PRO FORMA
INTERMEDIATE TERM CHASE VISTA COMBINED COMBINED
U.S. GOVERNMENT SHORT-TERM WITHOUT SELECT WITH SELECT
SECURITIES FUND BOND FUND REORGANIZATION REORGANIZATION
----------------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
Total Net Assets
Class A Shares.............. $ -- $19,503,959 $19,638,953 $ 19,638,953
Institutional
Class Shares.............. -- 24,560,064 54,723,784 77,106,164
Class M Shares.............. -- 6,772,991 6,772,991 6,772,991
Investor Class Shares....... 134,994 -- -- --
Premier Class Shares........ 30,163,720 -- -- --
----------- ----------- ----------- ------------
Total................. $30,298,714 $50,837,014 $81,135,728 $103,518,108
=========== =========== =========== ============
Shares Outstanding
Class A Shares.............. -- 1,979,918 1,993,623 1,993,623
Institutional
Class Shares.............. -- 2,488,068 5,544,169 7,811,887
Class M Shares.............. -- 687,617 687,617 687,617
Investor Class Shares....... 11,133 -- -- --
Premier Class Shares........ 2,487,248 -- -- --
----------- ----------- ----------- ------------
Total................. 2,498,381 5,155,603 8,225,409 10,493,127
=========== =========== =========== ============
Net Asset Value Per Share
Class A Shares.............. -- $ 9.85 $ 9.85 $ 9.85
Institutional
Class Shares.............. -- $ 9.87 $ 9.87 $ 9.87
Class M Shares.............. -- $ 9.85 $ 9.85 $ 9.85
Investor Class Shares....... $ 12.13 -- -- --
Premier Class Shares........ $ 12.13 -- -- --
</TABLE>
INFORMATION RELATING TO SELECT REORGANIZATION
The terms and conditions under which the Select Reorganization may be
consummated are set forth in the Select Reorganization Plan, which is similar to
the Reorganization Plan you are considering. Under the Select Reorganization,
holders of shares of Chase Vista Select Short-Term Bond Fund will receive
Institutional Class Shares of Chase Vista Short-Term Bond Fund.
INVESTMENT POLICIES
The following discussion summarizes some of the investment policies of Chase
Vista Short-Term Bond Fund. While both Chase Vista Short-Term Bond Fund and
Chase Short-Intermediate Term U.S. Government Securities Fund invest primarily
in debt securities with shorter maturities, certain important differences are
described below. This section is qualified in its entirety by the discussion in
the Prospectus and Statement of Additional Information of Chase Vista Short-Term
Bond Fund, which are incorporated herein by reference.
OBJECTIVE
Chase Vista Short-Term Bond Fund seeks a high level of income consistent
with the preservation of capital. THE INVESTMENT OBJECTIVE OF CHASE
SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND IS TO PROVIDE AS HIGH A
LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH PRESERVATION OF CAPITAL.
MAIN INVESTMENT STRATEGY
Under normal market conditions, Chase Vista Short-Term Bond Fund will invest
at least 65% of its total assets in bonds which have an average maturity of
three years or less and the dollar-weighted average maturity will not exceed
three years. UNDER NORMAL MARKET CONDITIONS, CHASE SHORT-INTERMEDIATE TERM U.S.
GOVERNMENT SECURITIES FUND WILL INVEST AT LEAST 70% OF ITS TOTAL ASSETS IN DEBT
SECURITIES ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT AND ITS AGENCIES OR
AUTHORITIES, AND IN REPURCHASE AGREEMENTS INVOLVING THESE SECURITIES.
Substantially all of Chase Vista Short-Term Bond Fund's investments will be
in investment grade securities, which means a rating of Baa or higher by Moody's
Investors Service, Inc., BBB or higher by Standard & Poor's Corporation or the
equivalent by another national rating organization or unrated securities of
comparable quality. THERE IS NO SIMILAR RESTRICTION ON THE RATINGS OF THE
SECURITIES HELD BY CHASE
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<PAGE>
SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND; HOWEVER, IT IS
IMPORTANT TO NOTE THAT U.S. GOVERNMENT SECURITIES, WHICH ARE UNRATED, ARE
GENERALLY CONSIDERED TO BE OF EXTREMELY HIGH QUALITY.
Chase Vista Short-Term Bond Fund is permitted to make substantial
investments in foreign debt securities, including securities of issuers in
developing countries, as long as they meet the Fund's credit quality standards.
CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND IS LIMITED IN ITS
ABILITY TO MAKE SUBSTANTIAL INVESTMENTS IN FOREIGN DEBT SECURITIES.
Chase Vista Short-Term Bond Fund develops an appropriate portfolio strategy
by selecting among various sectors (for example, corporate bonds, U.S.
government, debt, mortgage-backed securities or asset backed securities) and
securities. When making these selections, the advisers use a relative value
investment approach as well as extensive analyses of the securities'
creditworthiness and structures. The advisers seek to spread the investments of
Chase Vista Short-Term Bond Fund across a variety of sectors to maximize
diversification and liquidity. The advisers also actively manage the duration of
Chase Vista Short-Term Bond Fund's portfolio.
In determining if a sector or security is relatively undervalued, the
advisers look to whether different sectors and securities are appropriately
priced given their risk characteristics and the fundamental (such as economic
growth or inflation outlook) and technical (such as supply and demand) factors
in the market at any point in time. The advisers may change the emphasis that
they place on each of these factors from time to time. In addition, research
plays an important role in the advisers' relative value investment process. The
research effort incorporates both fundamental and quantitative analysis.
In determining whether to sell a security, the advisers will use the same
type of analysis that they use in buying debt securities in order to determine
whether the debt security is still undervalued. This may include selling those
securities that have appreciated to meet their target valuations.
The frequency of yield curve shifts over the last few years has made yield
curve strategies an important dimension of Chase Vista Short-Term Bond Fund's
overall investment strategy. Yield curves show the relationship between yields
on similar debt securities with different maturities. Chase Vista Short-Term
Bond Fund may seek gains by investing in anticipation of yield curve movements.
The advisers consider several factors when choosing investments, including
current yield, preservation of original investment, maturity, credit quality,
ease of buying and selling and yield to maturity. The advisers will adjust the
portfolio as market conditions change.
Chase Vista Short-Term Bond Fund is permitted to invest in mortgage-related
securities issued by governmental entities and private issuers. These may
include investments in collateralized mortgage obligations and principal-only
and interest-only stripped mortgage-backed securities.
Chase Vista Short-Term Bond Fund is permitted to invest in floating rate
securities whose interest rate adjusts automatically whenever a specified
interest rate changes, and in variable rate securities, whose interest rates are
changed periodically.
Chase Vista Short-Term Bond Fund is permitted to enter into "dollar rolls,"
in which it sells mortgage-backed securities and at the same time contracts to
buy back very similar securities on a future date. It may also buy asset-backed
securities. These receive a stream of income from a particular asset, such as
credit card receivables.
Chase Vista Short-Term Bond Fund is permitted to invest in high-quality,
short-term money market instruments, repurchase agreements and derivatives,
which are investments that have a value based on another investment, exchange
rate or index. Chase Vista Short-Term Bond Fund may use derivatives to hedge
various market risks or to increase its income or gain.
Chase Vista Short-Term Bond Fund may change any of these investment policies
(but not its investment objective) without shareholder approval.
INVESTMENT RESTRICTIONS
Chase Vista Short-Term Bond Fund and Chase Short-Intermediate Term U.S.
Government Securities 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.
12
<PAGE>
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 contracts or
from investing in securities or other instruments backed by physical
commodities or (ii) engaging in forward purchases or sales of foreign
currencies or securities;
(5) purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent a Fund from
investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business). Investments by
either Fund in securities backed by mortgages on real estate or in
marketable securities of companies engaged in such activities are not hereby
precluded;
(6) issue any senior security (as defined in the 1940 Act), except that
(a) each Fund may engage in transactions that may result in the issuance of
senior securities to the extent permitted under applicable regulations and
interpretations of the 1940 Act or an exemptive order; (b) each Fund may
acquire other securities, the acquisition of which may result in the
issuance of a senior security, to the extent permitted under applicable
regulations or interpretations of the 1940 Act; and (c) subject to the
restrictions set forth above, each Fund may borrow money as authorized by
the 1940 Act; and
(7) underwrite securities issued by other persons except insofar as a Fund may
technically be deemed to be an underwriter under the Securities Act of 1933
in selling a portfolio security.
In addition, as a matter of fundamental policy, notwithstanding any other
investment policy or restriction, each Fund may seek to achieve its investment
objective by investing all of its investable assets in another investment
company having substantially the same investment objective and policies as that
Fund. For purposes of investment restriction (5) above, real estate includes
real estate limited partnerships. For purposes of investment restriction
(3) above, industrial development bonds, where the payment of principal and
interest is the ultimate responsibility of companies within the same industry,
are grouped together as an "industry." Investment restriction (3) above,
however, is not applicable to investments by either Fund in municipal
obligations where the issuer is regarded as a state, city, municipality or other
public authority since such entities are not members of any "industry."
Supranational organizations are collectively considered to be members of a
single "industry" for purposes of restriction (3) above.
In addition, each Fund is subject to the following nonfundamental investment
restrictions which may be changed without shareholder approval:
(1) Each Fund may not, with respect to 75% of its assets, hold more than 10% of
the outstanding voting securities of any issuer or invest more than 5% of
its assets in the securities of any one issuer (other than obligations of
the U.S. Government, its agencies and instrumentalities).
(2) Each Fund may not make short sales of securities, other than short sales
"against the box," or purchase securities on margin except for short-term
credits necessary for clearance of portfolio transactions, provided that
this restriction will not be applied to limit the use of options, futures
contracts and related options, in the manner otherwise permitted by the
investment restrictions, policies and investment program of a Fund. The
Funds have no current intention of making short sales against the box.
13
<PAGE>
(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 Short-Term Bond Fund are similar to those of Chase Short-Intermediate Term
U.S. Government Securities Fund.
SALES CHARGES
There is normally a sales charge (sometimes called a "load") to buy Class A
Shares of Chase Vista Short-Term Bond 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 Short-Intermediate Term U.S. Government Securities 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 Short-Term Bond Fund, rather than CFD
(which acts as distributor for Chase Short-Intermediate Term U.S. Government
Securities Fund). Chase Vista Short-Term Bond 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
Short-Intermediate Term U.S. Government Securities 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 Short-Term Bond 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 Short-Term Bond Fund or Premier Class Shares of Chase
Short-Intermediate Term U.S. Government Securities Fund.
BUYING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO PURCHASES OF CHASE VISTA SHORT-TERM BOND
FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
The price shareholders pay for their shares is based on 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 public offering
price which is based on 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
14
<PAGE>
order is received after the close of regular trading on the New York Stock
Exchange, it will generally be processed at the next day's price. If a purchaser
pays by check for Fund shares before the close of regular trading on the New
York Stock Exchange, it will generally be processed the next day the Fund is
open for business.
If a shareholder buys through an agent and not directly from the Center, the
agent could set earlier cut-off times. Each shareholder must provide a Social
Security Number or Taxpayer Identification Number when opening an account.
The Fund has the right to reject any purchase order.
Chase Vista Short-Term Bond Fund's minimum initial investment and
eligibility requirements will be waived for shareholders of Chase
Short-Intermediate Term U.S. Government Securities Fund who receive Chase Vista
Short-Term Bond 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 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 SHORT-TERM BOND
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, less any applicable sales charges.
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.
15
<PAGE>
EXCHANGING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO EXCHANGES OF CHASE VISTA SHORT-TERM BOND
FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
Shares of Chase Vista Short-Term Bond 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 SHORT-TERM BOND FUND
For Class A Shares, Chase Vista Short-Term Bond Fund may close an account if
the balance falls below $500. Chase Vista Short-Term Bond 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 Short-Term Bond 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.
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 Shares 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
SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES 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 Short-Term Bond 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 Short-Term Bond Fund, rather than CFD
(which acts as distributor for Chase Short-Intermediate Term U.S. Government
Securities Fund).
16
<PAGE>
DISTRIBUTIONS AND TAXES
Each Fund can earn income and realize capital gain. Each Fund will deduct
from these earnings any expenses and then pay to shareholders the distributions.
Chase Vista Short-Term Bond Fund declares dividends on a monthly basis.
Chase Short-Intermediate Term U.S. Government Securities Fund declares dividends
on a daily basis. Each Fund distributes any net investment income at least
monthly. Net capital gain is distributed annually. You have three options for
your distributions. You may:
- reinvest all of them in additional Fund shares without a sales charge;
- take distributions of net investment income in cash or as a deposit in a
pre-assigned bank account and reinvest distributions of net capital gain
in additional shares; or
- take all distributions in cash or as a deposit in a pre-assigned bank
account.
If you don't select an option when you open your account, we'll reinvest all
distributions. If your distributions are reinvested, they will be in the form of
shares of the same class. The taxation of dividends won't be affected by the
form in which you receive them.
Dividends of net investment income are usually taxable as ordinary income at
the federal, state and local levels. The state or municipality where you live
may not charge you state and local taxes on tax-exempt interest earned on
certain bonds.
Dividends earned on bonds issued by the U.S. government and its agencies may
also be exempt from some types of state and local taxes.
If you receive distributions of net capital gain, the tax rate will be based
on how long a Fund held a particular asset, not on how long you have owned your
shares. If you buy shares just before a distribution, you will pay tax on the
entire amount of the taxable distribution you receive, even though the NAV will
be higher on that date because it includes the distribution amount.
Each Fund expects that its distributions will consist primarily of ordinary
income.
Early in each calendar year, each Fund will send its shareholders a notice
showing the amount of distributions received in the preceding year and the tax
status of those distributions.
The above is only a general summary of tax implications of investing in
these Funds. Shareholders should consult their tax advisors to see how investing
in the Funds will affect their own tax situation.
COMPARISON OF CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND'S
AND CHASE VISTA SHORT-TERM BOND FUND'S
ORGANIZATION STRUCTURES
There are no differences in the organizational structure of Chase
Short-Intermediate Term U.S. Government Securities Fund and Chase Vista
Short-Term Bond Fund. Set forth below are descriptions of the structure, voting
rights, shareholder liability and the liability of Trustees.
STRUCTURE OF CHASE SHORT-INTERMEDIATE TERM U.S. GOVERNMENT SECURITIES FUND
Chase Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term
U.S. Government Securities Fund are also subject to the provisions of the 1940
Act and the rules and regulations thereunder.
STRUCTURE OF CHASE VISTA SHORT-TERM BOND FUND
Chase Vista Short-Term Bond 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 Short-Term Bond Fund are also subject to the
provisions of the 1940 Act and the rules and regulations thereunder.
17
<PAGE>
TRUSTEES AND OFFICERS
Subject to the provisions of the Trust Documents, the business of Chase
Short-Intermediate Term U.S. Government Securities Fund is managed by MFIT's
Trustees and the business of Chase Vista Short-Term Bond 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.
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
18
<PAGE>
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 Short-Intermediate Term U.S. Government Securities
Fund and Chase Vista Short-Term Bond Fund are both managed by Chase pursuant to
the Advisory Agreements. Chase has delegated most of its responsibilities with
respect to Chase Vista Short-Term Bond 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 Short-Term Bond Fund. In
addition, the portfolio management team for Chase Vista Short-Term Bond Fund is
different from the portfolio management team for Chase Short-Intermediate Term
U.S. Government Securities 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 Short-Term
Bond Fund and Chase Short-Intermediate Term U.S. Government Securities Fund.
DESCRIPTION OF CHASE
Chase is an indirect wholly-owned subsidiary of The Chase Manhattan
Corporation, a registered bank holding company ("CMC"). Chase's principal
executive offices are located at 270 Park Avenue, New York, New York 10017.
Chase is a New York State chartered bank that provides commercial banking and
trust services. As of June 30, 2000, Chase and certain of its affiliates
provided investment management services with respect to assets of approximately
$250 billion. CMC's principal executive offices are located at 270 Park Avenue,
New York, New York 10017. On September 13, 2000, CMC and J.P. Morgan & Co.
Incorporated announced that they have agreed to merge. The transaction is
expected to close in the first quarter of 2001 and is subject to approval by
shareholders of both companies, as well as by U.S. Federal and state and foreign
regulatory authorities.
Under each Advisory Agreement, Chase is responsible for making decisions
with respect to, and placing orders for, all purchases and sales of the
portfolio securities of the Funds. Chase's responsibilities under each Advisory
Agreement including supervising the Funds' investments and maintaining a
continuous investment program, placing purchase and sale orders and paying costs
of certain clerical and administrative services involved in managing and
servicing the Funds' investments and complying with regulatory reporting
requirements. Chase delegates certain of these responsibilities with respect to
Chase Vista Short-Term Bond 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 Short-Intermediate Term U.S. Government Securities Fund and Chase Vista
Short-Term Bond 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 0.50% for Chase Short-Intermediate Term U.S. Government
Securities Fund and 0.25% for Chase Vista Short-Term Bond 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.
19
<PAGE>
For the twelve months ended April 30, 2000, Chase accrued management fees
and management fee waivers of approximately $158,000 and $122,000, respectively,
for Chase Short-Intermediate U.S. Government Securities Fund. For the twelve
months ended April 30, 2000, Chase accrued management fees and management fee
waivers of approximately $128,000 and $128,000, respectively, for Chase Vista
Short-Term Bond 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 Short-Intermediate Term U.S. Government
Securities Fund or Chase Vista Short-Term Bond 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.
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
Short-Term Bond 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 Short-Term
Bond 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
Short-Term Bond 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 Short-Term Bond Fund would be managed.
From the fee paid by Chase Vista Short-Term Bond Fund under the Advisory
Agreement to Chase, Chase bears responsibility for payment of subadvisory fees
to CFAM. Therefore, Chase Vista Short-Term Bond 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."
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<PAGE>
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 Short-Term Bond 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 Short-Term Bond 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 0.15% of the average daily net assets of
Chase Vista Short-Term Bond Fund. The fee, which is accrued daily and payable
monthly, is calculated for each day by multiplying the fraction of one over the
number of calendar days in the year by the 0.15% annual subadvisory fee
percentage rate and multiplying this product by the value of the net assets of
Chase Vista Short-Term Bond Fund at the close of business on the previous
business day of MFG.
For the twelve months ended April 30, 2000, Chase paid approximately $0 in
subadvisory fees to CFAM. THIS FEE WAS PAID BY CHASE OUT OF THE ADVISORY FEE IT
RECEIVED FOR CHASE VISTA SHORT-TERM BOND FUND AND WAS NOT AN ADDITIONAL CHARGE
TO THE FUND.
PORTFOLIO MANAGER
The portfolio managers for Chase Vista Short-Term Bond Fund are Timothy
Neumann, Head of the Taxable Core Investment Group at Chase and Lynn J. Chen,
Vice President and Portfolio Manager at Chase. The portfolio managers for Chase
Short-Intermediate Term U.S. Government Securities Fund are Michael Bennis, Vice
President and Senior Portfolio Manager at Chase, Mr. Neumann and Ms. Chen.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Chase, as the investment adviser to both Chase Short-Intermediate Term U.S.
Government Securities Fund and Chase Vista Short-Term Bond 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 Agreements. Accordingly, the
description below of Chase's responsibilities under each 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 Short-Intermediate
Term U.S. Government Securities Fund and Chase Vista Short-Term Bond 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.
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<PAGE>
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 Short-Intermediate Term U.S.
Government Securities Fund or Chase Vista Short-Term Bond 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 Short-Intermediate Term U.S. Government Securities
Fund and MFG or any of its portfolios, including Chase Vista Short-Term Bond
Fund, may be the primary beneficiary of the brokerage or research services
received as a result of portfolio transactions effected for such other accounts
or investment companies.
BOARD OF TRUSTEES
The Trustees for 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. Consultant, Eduneering, Inc.; 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, Janel
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 1990.
He had been employed by Chase in numerous
capacities and offices from 1954 through 1990.
Director of Jefferson Insurance Company of New
York and Monticello Insurance Company. Age: 69.
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.
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND OTHER INFORMATION
---- ------------------------------------------
<S> <C>
W. Perry Neff Trustee. Retired; Independent Financial
Consultant; Director of Petroleum & Resources
Corp. and The Adams Express Co. Age: 73. 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.
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 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.
23
<PAGE>
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 Short-Intermediate Term U.S. Government Securities Fund Shareholder giving
a proxy may revoke it at any time before it is exercised by submitting to MFIT a
written notice of revocation or a subsequently executed proxy or by attending
the Meeting and electing to vote in person.
Only Chase Short-Intermediate Term U.S. Government Securities 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 2,084,046.79 Chase Short-Intermediate Term U.S. Government
Securities 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 Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities Fund Shareholders
determine to adjourn the Meeting for any other reason, the Chase
Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities
Fund Shareholders holding a majority of the Chase Short-Intermediate Term U.S.
Government Securities 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 Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities Fund Shares
represented by each properly signed proxy received prior to the Meeting will be
voted at the Meeting. If a Chase Short-Intermediate Term U.S. Government
Securities 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 Short-Intermediate Term U.S. Government Securities
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 Short-Intermediate Term U.S. Government Securities 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 Short-Intermediate Term U.S. Government
Securities Fund Shareholder may be revoked by such Chase Short-Intermediate Term
U.S. Government Securities 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 Short-Intermediate Term U.S. Government Securities Fund
or Chase Vista Short-Term Bond Fund (or shareholders of either fund), will bear
the cost of solicitation of proxies, including the
24
<PAGE>
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 Short-Intermediate Term U.S. Government Securities Fund Shares present at
the Meeting and (ii) more than 50% of all outstanding Chase Short-Intermediate
Term U.S. Government Securities Fund Shares. In tallying Chase
Short-Intermediate Term U.S. Government Securities 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.
INTERESTED PARTIES
On the Record Date, the Trustees and officers of Chase Short-Intermediate
Term U.S. Government Securities Fund as a group owned less than 1% of the
outstanding shares of Chase Short-Intermediate Term U.S. Government Securities
Fund. On the Record Date, the name, address and percentage ownership of the
persons who owned of record more than 5% of the shares of Chase
Short-Intermediate Term U.S. Government Securities Fund and the percentage of
shares of Chase Vista Short-Term Bond 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
CHASE SHORT- PERCENTAGE OF
AMOUNT OF INTERMEDIATE TERM CHASE VISTA SHORT-TERM
SHARES U.S. GOVERNMENT BOND FUND SHARES OWNED UPON
NAME AND ADDRESS OWNED SECURITIES CONSUMMATION
----------------------------------- ---------- ------------------ -----------------------------
<S> <C> <C> <C>
None None None None
</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 Short-Term Bond Fund. At
November 10, 2000, the name, address and share ownership of the persons who
owned of record more than 5% of the shares of Chase Vista Short-Term Bond 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>
PERCENTAGE OF
PERCENTAGE OF FUND SHARES
AMOUNT OF FUND SHARES OWNED
SHARES OWNED ON UPON
NAME AND ADDRESS OWNED RECORD DATE CONSUMMATION
----------------------------------- ---------- --------------- ------------------
<S> <C> <C> <C>
None None None None
</TABLE>
ADDITIONAL INFORMATION ABOUT MFIT
Information about Chase Short-Intermediate Term U.S. Government Securities
Fund is included in the Prospectus dated April 30, 2000, which is incorporated
by reference herein. Additional information about Chase Short-Intermediate Term
U.S. Government Securities 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, New York 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.
25
<PAGE>
ADDITIONAL INFORMATION ABOUT MFG
Information about Chase Vista Short-Term Bond Fund is included in the
Prospectus dated February 28, 2000, which is incorporated by reference and
enclosed herein. Additional information about Chase Vista Short-Term Bond 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, and at the SEC's Regional Offices at 7 World Trade
Center, Suite 1300, New York, New York 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 Short-Intermediate Term U.S. Government Securities Fund for the
six-month period ended June 30, 2000 and Chase Vista Short-Term Bond Fund for
the six-month period ended April 30, 2000 and the audited financial statements
and financial highlights and notes thereto of Chase Short-Intermediate Term U.S.
Government Securities Fund for the fiscal year ended December 31, 1999 and Chase
Vista Short-Term Bond 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 Short-Intermediate Term
U.S. Government Securities Fund and Chase Vista Short-Term Bond 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 Short-Intermediate Term U.S.
Government Securities Fund or Chase Vista Short-Term Bond 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.
26
<PAGE>
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") made this 31st day of
October, 2000 by and between Mutual Fund Investment Trust (the "Transferor
Trust"), a Massachusetts business trust, on behalf of the Chase
Short-Intermediate Term U.S. Government Securities Fund (the "Transferor
Portfolio") and Mutual Fund Group (the "Acquiring Trust") and the Chase Vista
Short-Term Bond 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.
(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.
A-1
<PAGE>
(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 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
A-2
<PAGE>
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 1,979,918 Class A shares, 687,617
Class M Shares and 2,488,068 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 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.
A-3
<PAGE>
(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 11,133 Investor Class shares and
2,487,248 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 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
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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'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 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.
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.
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(b) COOPERATION IN EFFECTING REORGANIZATION. The Acquiring Trust agrees to
use all reasonable efforts to effectuate the Reorganization, to continue in
operation thereafter, and to obtain any necessary regulatory approvals for the
Reorganization. The Acquiring Trust shall furnish such data and information
relating to the Acquiring Trust as shall be reasonably requested for inclusion
in the information to be furnished to the Transferor Portfolio shareholders in
connection with the meeting of the Transferor Portfolio's shareholders for the
purpose of acting upon this Plan and the transactions contemplated herein.
(c) OPERATIONS IN THE ORDINARY COURSE. Except as otherwise contemplated by
this Plan, the Acquiring Trust shall conduct the business of the Transferor
Portfolio in the ordinary course until the consummation of the Reorganization,
it being understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions.
5. COVENANTS OF THE TRANSFEROR TRUST
The Transferor Trust covenants to the following:
(a) MEETING OF THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. The Transferor
Trust shall call and hold a meeting of the shareholders of the Transferor
Portfolio for the purpose of acting upon this Plan and the transactions
contemplated herein.
(b) PORTFOLIO SECURITIES. With respect to the assets to be transferred in
accordance with Section 1(a), the Transferor Portfolio's assets shall consist of
all property and assets of any nature whatsoever, including, without limitation,
all cash, cash equivalents, securities, claims and receivables (including
dividend and interest receivables) owned, and any deferred or prepaid expenses
shown as an asset on the Trust's books. At least five (5) business days prior to
the Exchange Date, the Transferor Portfolio will provide the Trust, for the
benefit of the Acquiring Portfolio, with a list of its assets and a list of its
stated liabilities. The Transferor Portfolio shall have the right to sell any of
the securities or other assets shown on the list of assets prior to the Exchange
Date but will not, without the prior approval of the Trust, on behalf of the
Acquiring Portfolio, acquire any additional securities other than securities
which the Acquiring Portfolio is permitted to purchase, pursuant to its
investment objective and policies or otherwise (taking into consideration its
own portfolio composition as of such date). In the event that the Transferor
Portfolio holds any investments that the Acquiring Portfolio would not be
permitted to hold, the Transferor Portfolio will dispose of such securities
prior to the Exchange Date to the extent practicable, to the extent permitted by
its investment objective and policies and to the extent that its shareholders
would not be materially affected in an adverse manner by such a disposition. In
addition, the Trust will prepare and deliver immediately prior to the Effective
Time of the Reorganization, a Statement of Assets and Liabilities of the
Transferor Portfolio, prepared in accordance with GAAP (each, a "Schedule"). All
securities to be listed in the Schedule for the Transferor Portfolio as of the
Effective Time of the Reorganization will be owned by the Transferor Portfolio
free and clear of any liens, claims, charges, options and encumbrances, except
as indicated in such Schedule, and, except as so indicated, none of such
securities is or, after the Reorganization as contemplated hereby, will be
subject to any restrictions, legal or contractual, on the disposition thereof
(including restrictions as to the public offering or sale thereof under the
Securities Act) and, except as so indicated, all such securities are or will be
readily marketable.
(c) REGISTRATION STATEMENT. In connection with the preparation of the
Registration Statement, the Transferor Trust will cooperate with the Acquiring
Trust and will furnish to the Acquiring Trust the information relating to the
Transferor Portfolio required by the Securities Act and the Regulations to be
set forth in the Registration Statement (including the Prospectus and Statement
of Additional Information). At the time the Registration Statement becomes
effective, the Registration Statement, insofar as it relates to the Transferor
Portfolio, (i) will comply in all material respects with the provisions of the
Securities Act and the Regulations and (ii) will not contain an untrue statement
of a material fact or omit to state a material fact 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.
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(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 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
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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 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
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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. In addition, Chase will waive fees payable to it or reimburse
expenses to the extent necessary such that the actual (post-waiver) total
expense ratios of the Acquiring Portfolio are not higher than those of the
Transferor Portfolio as set forth in the Registration Statement for a period of
one year after the Exchange Date.
10. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Plan shall be in writing and shall be given by hand, certified
mail or by facsimile transmission, shall be deemed given when received and shall
be addressed to the parties hereto at their respective addresses listed below or
to such other persons or addresses as the relevant party shall designate as to
itself from time to time in writing delivered in like manner:
if to the Transferor Trust (for itself or on behalf of the Transferor Portfolio)
or the Acquiring Trust (for itself or on behalf of the Acquiring Portfolio):
1211 Avenue of the Americas
41st Floor
New York, New York 10036
with a copy to
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Cynthia G. Cobden, Esq.
11. RELIANCE
All covenants and agreements made under this Plan shall be deemed to have
been material and relied upon by the Transferor Trust and the Acquiring Trust
notwithstanding any investigation made by such party or on its behalf.
12. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
(a) The section and paragraph headings contained in this Plan are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Plan.
(b) This Plan may be executed in any number of counterparts, each of which
shall be deemed an original.
(c) This Plan shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts.
(d) This Plan shall bind and inure to the benefit of the Transferor Trust, the
Transferor Portfolio, the Acquiring Trust and the Acquiring Portfolio and their
respective successors and assigns, but no assignment or 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.
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IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date first
above written.
MUTUAL FUND INVESTMENT TRUST
on behalf of Chase Short-Intermediate
Term U.S. Government Securities Fund
By:
________________________________________
Name:
Title:
MUTUAL FUND GROUP
on behalf of Chase Vista Short-Term
Bond Fund
By:
________________________________________
Name:
Title:
Agreed and acknowledged with respect to Section 9:
THE CHASE MANHATTAN BANK
By: ________________________________________
Name:
Title:
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