VISTA FUNDS
N-30D, 2000-01-05
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                                   Chase Vista
                                     Select
                             Growth and Income Fund
                                  Annual Report

                                October 31, 1999

<PAGE>

                    Chase Vista Select Growth and Income Fund
                                Chairman's Letter


                                                               November 15, 1999

Dear Shareholder:

We are pleased to present this annual report for the Chase Vista Select Growth
and Income Fund for year ended October 31, 1999.


Buoyant Economy Boosts Equities

Economic conditions that appeared close to perfect led the equity market to
fresh highs. Extremely robust economic growth combined with little evidence of
inflation to produce an ideal environment for both corporate profits and equity
valuations. Equities rose quickly in the first half of the period, although some
doubts emerged in early summer.

The period began with the Federal Reserve Board's decision to cut rates in
November 1998, its third rate cut in as many months. Rates had been cut to
counter the threat that recession and deflation would spread from Asia and
emerging markets. Further, this was judged necessary after the near failure of a
large hedge fund.

As the months progressed, it became clear that the economy remained strong, and
that the three rate cuts - amounting to 75 basis points - had eased financial
liquidity. Equities rallied strongly, and the stock market recorded not only a
double-digit return for the calendar year, but its best consecutive four-year
period in stock market history.


Inflation Concerns Surface In May

While the market continued to post new highs through the first months of 1999,
inflation fears surfaced in early May. Spooked by data suggesting strong
economic growth and tight labor markets might finally be leading to higher
inflation, benchmark 30-year Treasury yields rose to levels not seen since
1997.The Federal Reserve Board reversed much of its 1998 easing - lifting rates
by 25 basis points in both June and August.

Broadly speaking, equities drifted lower in the late summer and early fall. Only
technology and blue chip growth stocks continued to rise. By the end of October,
however, inflation fears had subsided somewhat and the broad-based market
indices looked set for another double-digit year.

Sincerely yours,




Fergus Reid
Chairman

<PAGE>

                    Chase Vista Select Growth and Income Fund
                             As of October 29, 1999
                                   (unaudited)



How the Fund Performed

Chase Vista Select Growth & Income Fund, which seeks capital appreciation and
current income by investing primarily in common stocks, provided a total return
of 13.57% for the year ended October 31, 1999. This compares to 11.66% for the
Lipper Multi-Cap Value Average and 19.01% for the S&P/Barra 500 Value Index, the
Fund's benchmark.


How the Fund Was Managed

Buoyed by the rally in equities, the Fund generated a positive return. Market
conditions were most favorable in the first half of the period, when the rally
that followed the Federal Reserve Board's fall 1998 rate cuts boosted many
portfolio holdings. Sectors such as technology, media, consumer cyclicals and
industrial cyclicals boosted the Fund in this period.

During the summer, the Fund's holdings did not perform so well. The market
environment was not so positive, as the Fed reversed much of its monetary easing
of the previous fall. In addition, long bond rates rose. Much of the market
remained mired in a trading range, with worries over valuations and inflation to
the fore.

In this nervous market, companies that disappointed were swiftly punished with
lower stock prices. A number of portfolio constituents fell back sharply in
response to disappointing earnings news. Stocks like Bank One, Health South,
Office Depot and Waste Management fell sharply.

In September and October, the portfolio was repositioned to being it more into
line with its benchmark. A large number of names were added, including DuPont,
Monsanto, International Paper, GE, Exxon, American Express, American
International Group (AIG), Citigroup, Federal National Mortgage Association
(Fannie Mae), Wells Fargo and Morgan Stanley Dean Witter. A number of common
stocks that were believed less attractive were sold, as were some convertible
stocks and REITs.


Where the Fund May Be Headed

While the majority of the repositioning has been accomplished, the manager will
continue to work on bringing the Fund into line with the sector weights of its
benchmark. The manager will seek to outperform through picking companies with
valuations based on earnings over the next two years that are relatively
attractive.

<PAGE>

Chase Vista Select Growth and Income Fund
Statement of Assets and Liabilities October 31,1999
(Amounts in Thousands, Except Per Share Amount)



<TABLE>
<S>                                                                              <C>
ASSETS:
     Investment in Growth and Income Portfolio, at value (Note 1)                $   553,531
     Deferred organization costs                                                          15
     Other assets                                                                          5
                                                                                -------------
             Total Assets                                                            553,551
                                                                                -------------

LIABILITIES:
     Payables:
         Fund shares redeemed                                                            795
     Accrued liabilities: (Note 2)
         Administration fees                                                              42
         Other                                                                           210
                                                                                -------------
             Total Liabilities                                                         1,047
                                                                                -------------

NET ASSETS:
     Paid in capital                                                                 459,453
     Accumulated undistributed net investment income                                     340
     Accumulated net realized gain on investment transactions                          4,293
     Net unrealized appreciation of investments                                       88,418
                                                                                -------------
             Total Net Assets                                                    $   552,504
                                                                                =============

Shares of beneficial interest outstanding
     ($.001 par value; unlimited number of shares authorized)                         11,303

Net Asset Value
     (maximum offering price and redemption price per share)                          $48.88
                                                                                =============
</TABLE>







                       See notes to financial statements.

<PAGE>

Chase Vista Select Growth and Income Fund
Statement of Operations for the year ended October 31,1999
(Amounts in Thousands)



<TABLE>
<S>                                                                            <C>
INVESTMENT INCOME:
     Investment income from Portfolio                                          $    9,439
     Foreign taxes withheld                                                           (41)
     Expenses from Portfolio                                                       (2,633)
                                                                              ------------
         Total investment income                                                    6,765
                                                                              ------------

EXPENSES: (Note 2)
     Administration fees                                                              564
     Accounting fees                                                                   16
     Printing and postage                                                              42
     Professional fees                                                                 27
     Registration expenses                                                              4
     Transfer agent fees                                                                7
     Trustees' fees and expenses                                                       17
     Other                                                                             34
                                                                              ------------
         Total expenses                                                               711
                                                                              ------------
             Net investment income                                                  6,054
                                                                              ------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized gain on investments                                              29,794
     Change in net unrealized appreciation of investments                          34,750
                                                                              ------------
         Net realized and unrealized gain on investments                           64,544
                                                                              ------------
     Net increase in net assets from operations                                $   70,598
                                                                              ============
</TABLE>







                       See notes to financial statements.

<PAGE>

Chase Vista Select Growth and Income Fund
Statement of Changes in Net Assets for the periods indicated
(Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                                     Year        01/06/98*
                                                                                     Ended        Through
                                                                                   10/31/99      10/31/98
                                                                                  -----------   -----------
<S>                                                                                <C>           <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
     Net investment income                                                         $   6,054     $   4,711
     Net realized gain (loss) on investments                                          29,794       (36,389)
     Change in net unrealized appreciation of investments                             34,750        53,668
                                                                                  -----------   -----------
         Increase in net assets from operations                                       70,598        21,990
                                                                                  -----------   -----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                                                            (6,154)       (4,193)
                                                                                  -----------   -----------

CAPITAL SHARE TRANSACTIONS:
     Proceeds from shares issued                                                      24,475       544,707
     Dividends reinvested                                                              6,154         4,193
     Cost of shares redeemed                                                         (60,866)      (48,400)
                                                                                  -----------   -----------
         Increase (decrease) from capital share transactions                         (30,237)      500,500
                                                                                  -----------   -----------
         Total increase in net assets                                                 34,207       518,297

NET ASSETS:
     Beginning of period                                                             518,297           -
                                                                                  -----------   -----------
     End of period                                                                 $ 552,504     $ 518,297
                                                                                  ===========   ===========

SHARE TRANSACTIONS:
     Issued                                                                              501        12,943
     Reinvested                                                                          127            94
     Redeemed                                                                         (1,237)       (1,125)
                                                                                  -----------   -----------
     Change in shares                                                                   (609)       11,912
                                                                                  ===========   ===========

*    Commencement of operations
</TABLE>







                       See notes to financial statements.

<PAGE>

Chase Vista Mutual Funds
Notes to Financial Statements

- --------------------------------------------------------------------------------

1.       Organization and Significant Accounting Policies.

         Mutual Fund Group (the "Trust") was organized on May 11, 1987 as a
         Massachusetts Business Trust and is registered under the Investment
         Company Act of 1940, as amended, (the "1940 Act") as an open-end
         management investment company. Chase Vista Select Growth and Income
         Fund ("SGI") or, the "Fund," is a separate series of the Trust.

         The Chase Vista Select Growth and Income Fund utilizes the Master
         Feeder structure. The Fund seeks to achieve its investment objective by
         investing all of its investable assets in the Growth and Income
         Portfolio (the "Portfolio") which, like the Fund, is an open-end
         management investment company having the same investment objectives as
         the Fund. As of October 31, 1999, SGI owned 21.10% of the net assets of
         the Growth and Income Portfolio. The financial statements of the
         Portfolio, including the portfolio of investments, are included
         elsewhere in this report and should be read in conjunction with the
         Financial Statements of the Fund.

         The following is a summary of significant accounting policies followed
         by the Fund:

         The preparation of financial statements in accordance with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts and disclosures in the
         financial statements. Actual results could differ from those estimates.

         A.       Valuation of investments - Investments are recorded in the
                  Portfolio at value. Securities of the Portfolio are recorded
                  at value as more fully discussed in the notes to those
                  financial statements.

         B.       Investment income and expenses - SGI records daily its pro
                  rata share of the Portfolio's income, expenses, and realized
                  and unrealized gains and losses. In addition, the Fund accrues
                  its own expenses daily as incurred. Realized gains/losses and
                  changes in unrealized appreciation/depreciation represent the
                  Fund's share of such elements from the Portfolio.

         C.       Organization costs - Organization and initial registration
                  costs incurred in connection with establishing the Fund have
                  been deferred and are being amortized on a straight line basis
                  over a sixty month period beginning at the commencement of
                  operations of the Fund.

         D.       Federal Income Taxes - The Fund is treated as a separate
                  taxable entity for Federal income tax purposes. The Fund's
                  policy is to comply with the provisions of the Internal
                  Revenue Code applicable to regulated investment companies and
                  to distribute to shareholders all of its distributable net
                  investment income, and net realized gain on investments. In
                  addition, the Fund intends to make distributions as required
                  to avoid excise taxes. Accordingly, no provisions for Federal
                  income tax or excise tax are necessary.

         E.       Distributions to shareholders - Dividends and distributions
                  paid to shareholders are recorded on the ex-dividend date. The
                  amount of dividends and distributions from net investment
                  income and net realized capital gains is determined in
                  accordance with the Federal income tax regulations, which may
                  differ from generally accepted accounting principles. To the
                  extent these "book/tax" differences are permanent in nature
                  (i.e., that they result from other than timing of recognition
                  - "temporary differences") such amounts are reclassified
                  within the capital accounts based on their Federal tax-basis
                  treatment. The reclassifications for the Fund are as follows:
                  Paid in capital was decreased by $4,453,167, accumulated
                  undistributed net investment income decreased by $77,106, and
                  accumulated net realized loss was increased by $4,530,273, due
                  primarily to the allocations of realized gains and losses for
                  tax purposes.

<PAGE>

Chase Vista Mutual Funds
Notes to Financial Statements

- --------------------------------------------------------------------------------

                  Dividends and distributions which exceed net investment income
                  or net realized capital gains for financial reporting purposes
                  but not for tax purposes are reported as distributions in
                  excess of net investment income or net realized capital gains.

         F.       Expenses - Expenses directly attributable to the Fund are
                  charged to the Fund; other expenses are allocated
                  proportionately among each Fund within the Trust in relation
                  to the net assets of each Fund or on another reasonable basis.

2.       Fees and Other Transactions with Affiliates.

         A.       Distribution and sub-administration fees - Pursuant to a
                  Distribution and Sub-Administration Agreement, Vista Fund
                  Distributors, Inc. (the "Distributor"), a wholly owned
                  subsidiary of The BISYS Group, Inc., acts as the Trust's
                  exclusive underwriter and promotes and arranges for the sale
                  of the Fund's shares. In addition, the Distributor provides
                  certain sub-administration services to the Trust, including
                  providing officers, clerical staff, and office space for an
                  annual fee of 0.05% of the average daily net assets of the
                  Fund.

         B.       Administration fee - Pursuant to an Administration Agreement,
                  Chase (the "Administrator") provides certain administration
                  services to the Trust. For these services and facilities, the
                  Administrator receives from SGI a fee computed at the annual
                  rate equal to 0.05% of the Fund's average daily net assets.

         C.       Other - Certain officers of the Trust are officers of Vista
                  Fund Distributors, Inc. or of its parent corporation, BISYS.

3.       Concentration of Shareholders.

         At October 31, 1999, all shares outstanding for the Fund are owned by
         the participants in the 401(k) Savings Plan of the Chase Manhattan
         Bank.

4.       Retirement Plan.

         The Fund adopted an unfunded noncontributory defined benefit pension
         plan covering all independent Trustees of the Fund who will have served
         for at least five years at the time of retirement. Benefits under this
         plan are based on compensation and years of service. Pension expenses
         of $9,610 for the year ended October 31, 1999 are included in Trustees
         fees and expenses in the Statement of Operations, and accrued pension
         liability of $17,999 is included in Other Accrued liabilities in the
         Statement of Assets and Liabilities.

<PAGE>

Chase Vista Select Growth and Income Fund
Financial Highlights for the periods indicated


<TABLE>
<CAPTION>
                                                                                         Year      01/06/98*
                                                                                        Ended       Through
Per Share Operating Performance                                                        10/31/99    10/31/98
                                                                                     -----------  -----------
<S>                                                                                   <C>          <C>
Net Asset Value, Beginning of Period                                                  $   43.51    $   42.00
                                                                                     -----------  -----------
Income from Investment Operations:
     Net investment income                                                                 0.53         0.38
     Net gains or losses on investments (both realized and unrealized)                     5.37         1.47
                                                                                     -----------  -----------
         Total from Investment Operations                                                  5.90         1.85
                                                                                     -----------  -----------
Less Distributions:
     Dividends from net investment income                                                  0.53         0.34
     Distributions from capital gains                                                       -            -
                                                                                     -----------  -----------
         Total Distributions                                                               0.53         0.34
                                                                                     -----------  -----------
Net Asset Value, End of Period                                                        $   48.88    $   43.51
                                                                                     ===========  ===========

Total Return                                                                             13.57%        4.38%

Ratios/Supplemental Data:
     Net Assets, End of Period (millions)                                                  $553         $518
Ratios to Average Net Assets: #
     Expenses                                                                             0.59%        0.61%
     Net investment income                                                                1.08%        1.04%
</TABLE>

- -----------------

*    Commencement of operations.
#    Short periods have been annualized.










                       See notes to financial statements.

<PAGE>

                        Report of Independent Accountants



To the Trustees and Shareholders of
Mutual Fund Select Group

In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
Chase Vista Select Growth & Income Fund (a separate portfolio of Mutual Fund
Select Group, hereafter referred to as the "Trust") at October 31, 1999, and the
results of its operations for the year then ended, the changes in its net assets
and financial highlights for the year then ended and for the period January 6,
1998 (commencement of operations) through October 31, 1998, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
December 13, 1999

<PAGE>

- --------------------------------------------------------------------------------
GROWTH AND INCOME PORTFOLIO
Portfolio of Investments
- --------------------------------------------------------------------------------


As of October 31, 1999
(Amounts in Thousands)


<TABLE>
<CAPTION>

Shares        Issuer                                        Value
- --------------------------------------------------------------------------------
Long-Term Investments -- 95.2%
- --------------------------------------------------------------------------------
<S>           <C>                                         <C>
              Common Stock -- 91.8%
              ---------------------
              Aerospace -- 3.2%
      550     AlliedSignal, Inc.                          $31,315
      600     Boeing Co.                                   27,638
      450     General Dynamics Corp.                       24,947
                                                          -------
                                                           83,900
              Automotive -- 3.1%
      830     Ford Motor Co.                               45,546
      522     General Motors Corp.                         36,692
                                                          -------
                                                           82,238
              Banking -- 7.3%
      460     Bank of America Corp.                        29,632
    1,035     Bank of New York Co., Inc.                   43,340
      300     Bank One Corp.                               11,254
      806     Firstar Corp.                                23,672
      500     Fleet Boston Corp.                           21,813
      600     UnionBanCal Corp.                            26,063
      711     Wells Fargo Co.                              34,034
                                                          -------
                                                          189,808
              Broadcasting/Cable -- 2.0%
      675     CBS Corp. *                                  32,949
      450     Comcast Corp., Class A                       18,956
                                                          -------
                                                           51,905
              Chemicals -- 2.6%
      115     Dow Chemical Co.                             13,634
      859     E.I. DuPont de Nemours Co.                   55,371
                                                          -------
                                                           69,005
              Computer Software -- 1.2%
      550     Computer Associates International, Inc.      31,075
              Computers/Computer Hardware -- 2.3%
      250     EMC Corp. *                                  18,250
      150     International Business Machines Corp.        14,756
      250     Sun Microsystems, Inc.*                      26,453
                                                          -------
                                                           59,459
              Construction Materials -- 0.9%
      750     Masco Corp.                                  22,875
              Consumer Products -- 1.1%
      300     Kimberly-Clark Corp.                         18,937
      428     Philip Morris Companies, Inc.                10,788
                                                          -------
                                                           29,725
              Diversified -- 0.6%
      400     Tyco International LTD (Bermuda)             15,975
              Electronics/Electrical Equipment -- 3.7%
      180     Motorola, Inc.                               17,539
      700     Teradyne, Inc.*                              26,950
      600     Texas Instruments, Inc.                      53,850
                                                          -------
                                                           98,339
              Entertainment/Leisure -- 1.2%
    2,400     Park Place Entertainment Corp. *             31,500
</TABLE>


                                       96
                       See notes to financial statements.
<PAGE>

GROWTH AND INCOME PORTFOLIO
Portfolio of Investments (Continued)


As of October 31, 1999
(Amounts in Thousands)


<TABLE>
<CAPTION>

Shares         Issuer                                                   Value
- --------------------------------------------------------------------------------
Long-Term Investments -- Continued
- --------------------------------------------------------------------------------
<S>           <C>                                                    <C>
              Financial Services -- 9.4%
      231     American Express Co.                                   $35,511
      575     Associates First Capital Corp., Class A                 20,988
    1,791     Citigroup, Inc.                                         96,953
      474     Fannie Mae                                              33,543
      500     Freddie Mac                                             27,031
      500     MBNA Corp.                                              13,813
      150     Morgan Stanley Dean Witter & Co.                        16,547
                                                                     -------
                                                                     244,386
              Food/Beverage Products -- 1.4%
      250     Anheuser-Busch Companies, Inc.                          17,953
      280     Quaker Oats Co.                                         19,593
                                                                     -------
                                                                      37,546
              Insurance -- 5.8%
      401     Allstate Corp.                                          11,532
      831     American International Group                            85,499
      410     Marsh & McLennan Companies                              32,416
      550     Reliastar Financial Corp.                               23,616
                                                                     -------
                                                                     153,063
              Machinery & Engineering Equipment -- 0.9%
      472     Ingersoll-Rand Co.                                      24,662
              Metals/Mining -- 0.5%
      210     Alcoa, Inc.                                             12,733
              Multi-Media -- 2.1%
    1,013     The Walt Disney Co.                                     26,718
      150     Time Warner, Inc.                                       10,453
      400     Viacom, Inc., Class B *                                 17,900
                                                                     -------
                                                                      55,071
              Oil & Gas -- 12.7%
      200     Atlantic Richfield Co.                                  18,638
      603     Chevron Corp.                                           55,049
      781     Coastal Corp.                                           32,908
      450     Diamond Offshore Drilling                               14,288
      800     EOG Resources, Inc.                                     16,650
      676     Exxon Corp.                                             50,028
      450     Halliburton Co.                                         16,959
      295     Mobil Corp.                                             28,468
      750     Occidental Petroleum Corp.                              17,109
    1,077     Royal Dutch Petroleum Co., N.Y. Registered Shares
              (Netherlands)                                           64,577
      600     Tosco Corp.                                             15,188
                                                                     -------
                                                                     329,862
              Paper/Forest Products -- 2.5%
      470     International Paper Co.                                 24,757
      400     Weyerhaeuser Co.                                        23,875
      400     Willamette Industries                                   16,625
                                                                     -------
                                                                      65,257
              Pharmaceuticals -- 1.8%
      441     Pharmacia & Upjohn, Inc.                                23,808
      475     Schering-Plough Corp.                                   23,513
                                                                     -------
                                                                      47,321
              Printing & Publishing -- 0.8%
      550     New York Times Co., Class A                             22,138
</TABLE>

                                       97
                       See notes to financial statements.
<PAGE>

GROWTH AND INCOME PORTFOLIO
Portfolio of Investments (Continued)


As of October 31, 1999
(Amounts in Thousands)


<TABLE>
<CAPTION>

Shares            Issuer                                                 Value
- --------------------------------------------------------------------------------
Long-Term Investments -- Continued
- --------------------------------------------------------------------------------
<S>         <C>                                                      <C>
            Restaurants/Food Services -- 1.1%
    703     McDonald's Corp.                                         $  29,003
            Retailing -- 3.1%
    360     Dayton-Hudson Corp.                                         23,265
    542     Federated Department Stores *                               23,137
  1,700     Kroger Co. *                                                35,382
                                                                     ---------
                                                                        81,784
            Semi-Conductors -- 5.8%
    750     Altera Corp. *                                              36,469
    462     Fairchild Semiconductor International, Inc., Class A        11,655
    325     Intel Corp.                                                 25,167
    300     Kla-Tencor Corp. *                                          23,756
  1,200     Vitesse Semiconductor Corp. *                               55,051
                                                                     ---------
                                                                       152,098
            Shipping/Transportation -- 0.5%
    250     Union Pacific Corp.                                         13,938
            Telecommunications -- 6.9%
    398     AT&T Corp.                                                  18,613
    400     Bell Atlantic Corp.                                         25,975
    600     BellSouth Corp.                                             27,000
    400     GTE Corp.                                                   30,000
    671     MCI WorldCom, Inc. *                                        57,580
    300     Sprint Corp.                                                22,294
                                                                     ---------
                                                                       181,462
            Telecommunications Equipment -- 2.7%
    800     General Instrument Corp. *                                  43,050
    441     Nortel Networks Corp. (Canada)                              27,308
                                                                     ---------
                                                                        70,358
            Utilities -- 4.6%
    400     DQE, Inc.                                                   15,975
    500     FPL Group, Inc.                                             25,156
    575     PECO Energy Co.                                             21,958
    767     Pinnacle West Capital Corp.                                 28,265
    750     Unicom Corp.                                                28,734
                                                                     ---------
                                                                       120,088
                                                                     ---------
            Total Common Stock                                       2,406,574
            (Cost $1,877,385)
            --------------------------------------------------------------------
            Preferred Stock -- 0.5%
            --------------------------------------------------------------------
            Multi-Media -- 0.5%
    500     News Corp. LTD, ADR, (Australia)                            13,781
            (Cost $16,176)
            --------------------------------------------------------------------
            Convertible Preferred Stock -- 2.1%
            --------------------------------------------------------------------
            Biotechnology -- 1.3%
    950     Monsanto Co., 6.50%, 11/30/01                               36,566
            Broadcasting/Cable -- 0.2%
     80     UnitedGlobalCom, Inc., 7.00%, 12/31/49, #-                   4,620
            Financial Services -- 0.6%
    250     Qwest Trends Trust, 5.75%, 11/17/03, #                      14,906
            --------------------------------------------------------------------
            Total Convertible Preferred Stock                           56,092
            (Cost $51,430)
            --------------------------------------------------------------------
</TABLE>


                                       98
                       See notes to financial statements.
<PAGE>

GROWTH AND INCOME PORTFOLIO
Portfolio of Investments (Continued)


As of October 31, 1999
(Amounts in Thousands)


<TABLE>
<CAPTION>
Principal
Amount          Issuer                                                           Value
- ------------------------------------------------------------------------------------------
Long-Term Investments -- Continued
- ------------------------------------------------------------------------------------------
<S>             <C>                                                            <C>
                Convertible Corporate Notes & Bonds -- 0.8%
                -------------------------------------------
                Computers/Computer Hardware -- 0.5%
 $     2,000    EMC Corp., 3.25%, 03/15/02, #                                  $   12,895
                Telecommunications -- 0.3%
       8,000    Bell Atlantic Financial Services, Inc., 4.25%, 09/15/05, #          8,660
                -------------------------------------------------------------------------
                Total Convertible Corporate Notes & Bonds                          21,555
                (Cost $10,000)
- ------------------------------------------------------------------------------------------
                Total Long-Term Investments                                     2,498,002
                (Cost $1,954,991)
- ------------------------------------------------------------------------------------------
Short-Term Investments -- 3.8%
- ------------------------------------------------------------------------------------------
                Repurchase Agreement -- 3.8%
                ----------------------------
     100,451    Greenwich Capital Markets, Inc., 5.28%, due 11/01/99,
                (Dated 10/ 29/99, Proceeds $100,495, Secured by
                FHLMC and FNMA, $178,633, 0.02% through 7.50%,
                due 01/25/08 through 08/01/29; Market Value $102,460)             100,451
                (Cost $100,451)
- ------------------------------------------------------------------------------------------
                Total Investments -- 99.0%                                     $2,598,453
                (Cost $2,055,442)
- ------------------------------------------------------------------------------------------
</TABLE>

                                       99
                       See notes to financial statements.
<PAGE>

- --------------------------------------------------------------------------------


CAPITAL GROWTH PORTFOLIO
Portfolio of Investments


As of October 31, 1999
(Amounts in Thousands)


<TABLE>
<CAPTION>

Sharess       Issuer                                             Value
- ----------------------------------------------------------------------
Long-Term Investments -- 95.4%
- ----------------------------------------------------------------------
<S>           <C>                                               <C>
              Common Stock -- 95.3%
              ---------------------
              Advertising -- 0.3%
      152     Harte-Hanks Communications, Inc.                  $3,012
                                                                ------
              Aerospace -- 2.5%
      300     General Dynamics Corp.                            16,632
      125     Northrop Grumman Corp.                             6,859
                                                                ------
                                                                23,491
              Apparel -- 1.2%
      350     Jones Apparel Group, Inc. *                       11,069
              Appliances & Household Durables -- 0.4%
      150     York International Corp.                           3,534
              Automotive -- 0.8%
      460     Tower Automotive, Inc. *                           7,504
              Banking -- 4.8%
      200     Cullen/Frost Bankers, Inc.                         5,775
      200     Southtrust Corp.                                   8,000
      211     TCF Financial Corp.                                6,214
      427     Zions Bancorp.                                    25,166
                                                                ------
                                                                45,155
              Biotechnology -- 2.9%
      200     Biogen, Inc. *                                    14,825
      450     Chiron Corp. *                                    12,853
                                                                ------
                                                                27,678
              Broadcasting/Cable -- 8.3%
    1,400     AT&T- Liberty Media Group, Class A *              55,562
      400     Comcast Corp., Class A                            16,850
      150     USA Networks, Inc. *                               6,759
                                                                ------
                                                                79,171
              Business Services -- 3.0%
      400     ACNielsen Corp. *                                  8,800
      150     Affiliated Computer Services, Inc., Class A *      5,700
      369     ITT Educational Services, Inc. *                   7,294
      200     NCR Corp. *                                        6,625
                                                                ------
                                                                28,419
              Chemicals -- 2.6%
      200     Cytec Industries, Inc.*                            5,163
      350     IMC Global, Inc.                                   4,463
      400     Millennium Chemicals, Inc.                         7,400
      520     Wellman, Inc.                                      7,835
                                                                ------
                                                                24,861
              Computer Software -- 3.9%
      448     American Management Systems *                     11,591
      200     Electronic Arts, Inc. *                           16,162
      300     Intuit, Inc. *                                     8,738
                                                                ------
                                                                36,491
              Computers/Computer Hardware -- 0.4%
      100     Electronics For Imaging *                          4,031
              Consumer Products -- 1.2%
      200     Premark International, Inc.                       10,950
</TABLE>



                                      100
                       See notes to financial statements.
<PAGE>

CAPITAL GROWTH PORTFOLIO
Portfolio of Investments (Continued)


As of October 31, 1999
(Amounts in Thousands)


<TABLE>
<CAPTION>

Shares        Issuer                                               Value
- ------------------------------------------------------------------------
Long-Term Investments -- Continued
- ------------------------------------------------------------------------
<S>           <C>                                                 <C>
              Electronics/Electrical Equipment -- 4.6%
       70     Johnson Controls, Inc.                              $4,253
      225     Microchip Technology, Inc. *                        14,990
      200     PerkinElmer, Inc.                                    8,163
      100     Sanmina Corp. *                                      9,006
      275     Vishay Intertechnology, Inc. *                       6,720
                                                                  ------
                                                                  43,132
              Entertainment/Leisure -- 5.3%
      400     Harrah's Entertainment, Inc. *                      11,575
      700     Mandalay Resort Group *                             13,038
    1,394     Park Place Entertainment Corp. *                    18,295
      275     Station Casinos, Inc. *                              6,652
                                                                  ------
                                                                  49,560
              Environmental Services -- 0.7%
      513     Republic Services, Inc. *                            6,284
              Financial Services -- 1.6%
      200     Lehman Brothers Holdings, Inc.                      14,738
              Health Care/Health Care Services -- 1.4%
      119     Universal Health Services, Inc., Class B *           3,496
      170     Wellpoint Health Networks, Inc. *                    9,860
                                                                  ------
                                                                  13,356
              Insurance -- 5.7%
      650     AXA Financial, Inc.                                 20,841
      320     Nationwide Financial Services, Class A              12,120
       99     Radian Group, Inc.                                   5,228
      350     Reliastar Financial Corp.                           15,028
                                                                  ------
                                                                  53,217
              Internet Services/Software -- 0.4%
      100     At Home Corp., Class A *                             3,738
              Manufacturing -- 1.3%
      316     Pentair, Inc.                                       11,890
              Metals/Mining -- 2.8%
      300     AK Steel Holding Corp.                               5,194
      670     Freeport-McMoran Copper & Gold, Inc., Class B *     11,180
      162     Reynolds Metals Co.                                  9,791
                                                                  ------
                                                                  26,165
              Oil & Gas -- 7.0%
      350     Anadarko Petroleum Corp.                            10,784
      500     Cooper Cameron Corp. *                              19,343
      600     Diamond Offshore Drilling                           19,050
      400     Tosco Corp.                                         10,125
      497     Union Pacific Resources Group                        7,208
                                                                  ------
                                                                  66,510
              Paper/Forest Products -- 2.1%
      130     Boise Cascade Corp.                                  4,631
       85     Temple-Inland, Inc.                                  4,941
      250     Willamette Industries                               10,391
                                                                  ------
                                                                  19,963
              Pharmaceuticals -- 1.9%
      175     Biovail Corporation International (Canada) *         9,677
      170     Forest Laboratories Inc., Class A *                  7,799
                                                                  ------
                                                                  17,476
</TABLE>

                                      101
                       See notes to financial statements.
<PAGE>

CAPITAL GROWTH PORTFOLIO
Portfolio of Investments (Continued)


As of October 31, 1999
(Amounts in Thousands)


<TABLE>
<CAPTION>

Shares     Issuer                                               Value
- ---------------------------------------------------------------------
Long-Term Investments -- Continued
- ---------------------------------------------------------------------
<S>        <C>                                                <C>
           Real Estate Investment Trust -- 1.2%
   250     Beacon Capital Partners, Inc. #                    $ 3,313
    11     Beacon Capital Partners, Inc., Voting Trust #-       1,086
   300     Public Storage, Inc.                                 7,237
                                                              -------
                                                               11,636
           Restaurants/Food Services -- 1.5%
   350     Brinker International, Inc. *                        8,159
   300     Darden Restaurants, Inc.                             5,719
                                                              -------
                                                               13,878
           Retailing -- 5.5%
   450     Ethan Allen Interiors, Inc.                         16,003
   300     Kroger Co. *                                         6,244
   250     Payless Shoesource, Inc. *                          11,453
   600     Ross Stores, Inc.                                   12,375
   400     Toys R US, Inc. *                                    5,650
                                                              -------
                                                               51,725
           Semi-Conductors -- 6.3%
   378     Altera Corp. *                                      18,379
   450     Atmel Corp. *                                       17,381
   125     Kla-Tencor Corp. *                                   9,898
   300     Vitesse Semiconductor Corp. *                       13,763
                                                              -------
                                                               59,421
           Shipping/Transportation -- 0.5%
   153     C.H. Robinson Worldwide, Inc.                        5,156
           Telecommunications -- 1.3%
   200     Nextlink Communications, Class A *                  11,963
           Telecommunications Equipment -- 5.0%
   150     Comverse Technology, Inc. *                         17,025
   550     General Instrument Corp. *                          29,597
                                                              -------
                                                               46,622
           Textiles -- 0.3%
   200     Shaw Industries, Inc.                                3,088
           Toys & Games -- 0.7%
   325     Hasbro, Inc.                                         6,703
           Utilities -- 5.9%
   225     AGL Resources, Inc.                                  3,923
   135     American Water Works, Inc.                           3,952
   475     CMS Energy Corp.                                    17,516
   200     Energy East Corp.                                    5,025
   308     Midamerican Energy Holdings Co.                     10,370
   400     Pinnacle West Capital Corp.                         14,750
                                                              -------
                                                               55,536
           ----------------------------------------------------------
           Total Common Stock                                 897,123
           (Cost $716,311)
           ----------------------------------------------------------
</TABLE>


                                      102
                       See notes to financial statements.
<PAGE>

CAPITAL GROWTH PORTFOLIO
Portfolio of Investments (Continued)


As of October 31, 1999
(Amounts in Thousands)


<TABLE>
<S>             <C>                                                      <C>
Principal
Amount          Issuer                                                     Value
- --------------------------------------------------------------------------------
Long-Term Investments -- Continued
- --------------------------------------------------------------------------------
                U.S. Treasury Security -- 0.1%
                ------------------------------
 $       565    U.S. Treasury Note, 6.88%, due 05/15/06                  $    586
                (Cost $569)
- --------------------------------------------------------------------------------
                Total Long-Term Investments                               897,709
                (Cost $716,880)
- --------------------------------------------------------------------------------
Short-Term Investments -- 4.6%
- --------------------------------------------------------------------------------
                Repurchase Agreement -- 4.6%
                ----------------------------
      43,562    Greenwich Capital Markets, Inc., 5.28%, due 11/01/99,
                (Dated 10/29/99, Proceeds $43,581, Secured by FHLMC
                and GNMA, $46,717, 0.00% through 11.875%, due
                06/15/13 through 04/15/29; Market Value $44,434)           43,562
                (Cost $43,562)
- --------------------------------------------------------------------------------
                Total Investments -- 100.0%                              $941,271
                (Cost $760,442)
- --------------------------------------------------------------------------------
</TABLE>

INDEX:
*    -- Non-income producing security.
#    -- Security may only be sold to qualified institutional buyers.
- -    -- Security fair valued by, or at the direction of, the Board of Trustees.

ADR -- American Depositary Receipt.
GNMA -- Government National Mortgage Association.
FHLMC -- Federal Home Loan Mortgage Corporation.
FNMA -- Federal National Mortgage Association.

                                      103
                       See notes to financial statements.
<PAGE>

- --------------------------------------------------------------------------------
GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
Statement of Assets and Liabilities October 31, 1999
- --------------------------------------------------------------------------------

(Amounts in Thousands)

<TABLE>
<S>                                                    <C>             <C>
                                                       Growth and       Capital
                                                         Income         Growth
                                                        Portfolio       Portfolio
- ---------------------------------------------------------------------------------
   ASSETS:
    Investment securities, at value (Note 1) ......... $2,598,453      $941,271
    Cash .............................................         --             1
    Other assets .....................................         12             4
    Receivables:
     Investment securities sold ......................     58,825            --
     Interest and dividends ..........................      2,560           602
- ---------------------------------------------------------------------------------
      Total assets ...................................  2,659,850       941,878
- ---------------------------------------------------------------------------------
   LIABILITIES:
    Payables:
     Investment securities purchased .................     34,850            --
    Accrued liabilities: (Note 2)
     Investment advisory fees ........................        804           288
     Administration fees .............................        100            36
     Custody fees ....................................         36            17
     Other ...........................................        306           241
- ---------------------------------------------------------------------------------
      Total Liabilities ..............................     36,096           582
- ---------------------------------------------------------------------------------
   NET ASSETS APPLICABLE TO INVESTORS'
   BENEFICIAL INTERESTS .............................. $2,623,754      $941,296
- ---------------------------------------------------------------------------------
    Cost of Investments .............................. $2,055,442      $760,442
- ---------------------------------------------------------------------------------
</TABLE>


                                      104
                       See notes to financial statements.
<PAGE>

- --------------------------------------------------------------------------------
GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
Statement of Operations For the year ended October 31, 1999
- --------------------------------------------------------------------------------

(Amounts in Thousands)

<TABLE>
<S>                                                  <C>            <C>
                                                     Growth and       Capital
                                                       Income          Growth
                                                      Portfolio      Portfolio
- --------------------------------------------------------------------------------
   INVESTMENT INCOME:
    Dividend ....................................... $ 41,547         $  6,651
    Interest .......................................    6,044            2,262
    Foreign taxes withheld .........................     (209)              (6)
- --------------------------------------------------------------------------------
      Total investment income ......................   47,382            8,907
- --------------------------------------------------------------------------------
   EXPENSES: (Note 2)
    Investment advisory fees .......................   11,409            4,372
    Administration fees ............................    1,426              546
    Custodian fees .................................      171               87
    Accounting fees ................................       13               20
    Professional fees ..............................       95               65
    Trustees' fees and expenses ....................       57               22
    Other ..........................................      129               41
- --------------------------------------------------------------------------------
      Total expenses ...............................   13,300            5,153
- --------------------------------------------------------------------------------
       Net investment income .......................   34,082            3,754
- --------------------------------------------------------------------------------
   REALIZED AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:
    Net realized gain on investments ...............  426,148          185,113
    Change in net unrealized appreciation/
    depreciation of investments ....................  (86,911)         (28,226)
- --------------------------------------------------------------------------------
    Net realized and unrealized gain on investments   339,237          156,887
- --------------------------------------------------------------------------------
    Net increase in net assets from operations ..... $373,319         $160,641
- --------------------------------------------------------------------------------
</TABLE>


                                      105
                       See notes to financial statements.
<PAGE>

- --------------------------------------------------------------------------------
GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
Statement of Changes in Net Assets For the year ended October 31,
- --------------------------------------------------------------------------------

(Amounts in Thousands)

<TABLE>
<CAPTION>
                                           Growth and Income                  Capital Growth
                                               Portfolio                         Portfolio
- ----------------------------------------------------------------------------------------------------
<S>                                 <C>              <C>             <C>             <C>
                                       1999              1998            1999           1998
- ----------------------------------------------------------------------------------------------------
   INCREASE (DECREASE) IN NET
   ASSETS FROM OPERATIONS:
    Net investment income .........   $   34,082      $     34,737    $      3,754    $    7,562
    Net realized gain on
    investments ...................      426,148           203,734         185,113       108,711
    Change in net unrealized
    appreciation (depreciation)
    of investments ................      (86,911)           20,045         (28,226)     (115,006)
- ----------------------------------------------------------------------------------------------------
      Increase in net assets
       from operations ............      373,319           258,516         160,641         1,267
- ----------------------------------------------------------------------------------------------------
   TRANSACTIONS IN INVESTORS'
    BENEFICIAL INTERESTS:
    Contributions .................      480,886         1,057,120         877,944       611,367
    Withdrawals ...................     (982,596)       (1,226,801)     (1,288,947)     (736,449)
- ----------------------------------------------------------------------------------------------------
      Net decrease from
      transactions in
      investors' beneficial
      interests ...................     (501,710)         (169,681)       (411,003)     (125,082)
- ----------------------------------------------------------------------------------------------------
      Total increase (decrease)
      in net assets ...............     (128,391)           88,835        (250,362)     (123,815)
   NET ASSETS:
    Beginning of period ...........    2,752,145         2,663,310       1,191,658     1,315,473
- ----------------------------------------------------------------------------------------------------
    End of period .................   $2,623,754      $  2,752,145    $    941,296    $1,191,658
- ----------------------------------------------------------------------------------------------------
</TABLE>


                                      106
                       See notes to financial statements.
<PAGE>

- --------------------------------------------------------------------------------
GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
Notes to Financial Statements
- --------------------------------------------------------------------------------

1. Organization and Significant Accounting Policies

Growth and Income Portfolio ("GIP") and Capital Growth Portfolio ("CGP"), (the
"Portfolios") are separately registered under the Investment Company Act of
1940, as amended, as non-diversified, open end management investment companies
organized as trusts under the laws of the State of New York. Each declaration
of trust permits the Trustees to issue beneficial interests in the respective
Portfolios.

The following is a summary of significant accounting policies followed by the
Portfolios:

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts and disclosures in the financial statements.
Actual results could differ from those estimates.

   A. Valuation of investments -- Equity securities, purchased options and
   futures are valued at the last sale price on the exchange on which they are
   primarily traded, including the NASDAQ National Market. Securities for
   which sale prices are not available and other over-the-counter securities
   are valued at the last quoted bid price. Bonds and other fixed income
   securities (other than short-term obligations), including listed issues,
   are valued on the basis of valuations supplied by pricing services or by
   matrix pricing systems of a major dealer in bonds. Short-term debt
   securities with 61 days or more to maturity at time of purchase are valued,
   through the 61st day prior to maturity, at market value based on quotations
   obtained from market makers or other appropriate sources; thereafter, the
   value on the 61st day is amortized on a straight-line basis over the
   remaining number of days to maturity. Short-term investments with 60 days
   or less to maturity at time of purchase are valued at amortized cost, which
   approximates market. Portfolio securities for which there are no such
   quotations or valuations are valued at fair value as determined in good
   faith by or at the direction of the Trustees.

   B. Repurchase agreements -- It is the Portfolios' policy that repurchase
   agreements are fully collateralized by U.S. Treasury and Government Agency
   securities. All collateral is held by the Portfolios' custodian bank,
   subcustodian, or a bank with which the custodian bank has entered into a
   subcustodian agreement, or is segregated in the Federal Reserve Book Entry
   System. In connection with transactions in repurchase agreements, if the
   seller defaults and the value of the collateral declines, or if the seller
   enters an insolvency proceeding, realization of the collateral by the
   Trusts may be delayed or limited.

   C. Futures contracts -- When a Portfolio enters into a futures contract, it
   makes an initial margin deposit in a segregated account, either in cash or
   liquid securities. Thereafter, the futures contract is marked to market and
   the portfolio makes (or receives) additional cash payments daily to the
   broker. Changes in the value of the contract are recorded as unrealized
   appreciation/depreciation until the contract is closed or settled.

   The Portfolios invested a portion of their liquid assets in long stock
   index futures contracts to more fully participate in the market. Use of


                                      107
<PAGE>

PORTFOLIOS
Notes to Financial Statements

   long futures contracts subjects the Portfolios to risk of loss up to the
   amount of the nominal value of the contract.

The Portfolios may enter into futures contracts only on exchanges or boards of
trade. The exchange or board of trade acts as the counterparty to each futures
transaction, therefore, the Portfolio's credit risk is limited to failure of
the exchange or board of trade.

As of October 31, 1999, the Portfolios had no outstanding futures contracts.

D. Security transactions and investment income -- Investment transactions are
accounted for on the trade date (the date the order to buy or sell is
executed). Securities gains and losses are calculated on the identified cost
basis. Interest income is accrued as earned. Dividend income is recorded on the
ex-dividend date.

E. Federal income taxes -- The Portfolios intend to continue to qualify as
partnerships and therefore net investment income and net realized gains are
taxed to the partners. Accordingly, no tax provisions are recorded by the
Portfolios. The investors in the Portfolios must take into account their
proportionate share of the Portfolios' income, gains, losses, deductions,
credits and tax preference items in computing their federal income tax
liability, without regard to whether they have received any cash distributions
from the Portfolio. The Portfolios do not intend to distribute to investors
their net investment income or their net realized gains, if any. It is intended
that the Portfolios will be managed in such a way that investors in the
Portfolio will be able to satisfy the requirements of subchapter M of the
Internal Revenue Code to be taxed as regulated investment companies.

F. Expenses -- Expenses directly attributable to a Portfolio are charged to
that Portfolio; other expenses are allocated on another reasonable basis.


2. Fees and Other Transactions with Affiliates

   A. Investment advisory fee -- Pursuant to separate Investment Advisory
   Agreements, The Chase Manhattan Bank ("Chase" or the "Advisor") acts as the
   Investment Advisor to the Portfolios. Chase is a direct wholly-owned
   subsidiary of The Chase Manhattan Corporation. As Investment Advisor, Chase
   supervises the investments of the Portfolios and for such services is paid
   a fee.

   The fee is computed daily and paid monthly at an annual rate equal to 0.40%
   of each Portfolio's average daily net assets.

   Chase Asset Management, Inc. ("CAM"), a registered investment advisor, is
   the sub-investment advisor to each of the Portfolios pursuant to a Sub-
   Investment Advisory Agreement between CAM and Chase. CAM is a wholly owned
   subsidiary of Chase and is entitled to receive a fee, payable by Chase from
   its advisory fee, at an annual rate equal to 0.20% of each Portfolio's
   average daily net assets.

   B. Custodial fees -- Chase, as Custodian, provides safekeeping services for
   the Portfolios' securities. Compensation for such services is presented in
   the Statement of Operations as custodian fees.


                                      108
<PAGE>

PORTFOLIOS
Notes to Financial Statements

   C. Administration fee -- Pursuant to an Administration Agreement, Chase
   (the "Administrator") provides certain administration services to the
   Trusts. For these services and facilities, the Administrator receives from
   each Portfolio a fee computed at the annual rate equal to 0.05% of the
   respective Portfolio's average daily net assets.


3. Investment Transactions

For the year ended October 31, 1999, purchases and sales of investments
(excluding short-term investments) were as follows (in thousands):


<TABLE>
<S>                                                 <C>           <C>
                                                        GIP          CGP
- --------------------------------------------------------------------------------
    Purchases (excluding U.S. Government)..........  $3,440,771   $ 912,316
   Sales (excluding U.S. Government) ..............   3,867,033   1,272,130
</TABLE>

The portfolio turnover rates of GIP and CGP for the year ended October 31,
1999, were 125% and 86% respectively.


4. Federal Income Tax Matters

For Federal income tax purposes, the cost and unrealized appreciation
(depreciation) in value of the investment securities at October 31, 1999, are
as follows (in thousands):


<TABLE>
<S>                                         <C>           <C>
                                                GIP         CGP
- --------------------------------------------------------------------------------
   Aggregate cost .........................  $2,059,132    $ 760,442
                                             ----------    ---------
    Gross unrealized appreciation..........  $  568,690    $ 225,421
    Gross unrealized depreciation..........     (29,369)     (44,592)
                                             ----------    ---------
   Net unrealized appreciation ............  $  539,321    $ 180,829
                                             ==========    =========
</TABLE>

5. Retirement Plan

The Portfolios have adopted an unfunded noncontributory defined benefit pension
plan covering all independent trustees of the Portfolios who will have served
as an independent trustee for at least five years at the time of retirement.
Benefits under this plan are based on compensation and years of service.
Pension expenses for the year ended October 31, 1999, included in Trustees Fees
and Expenses in the Statement of Operations, and accrued pension liability
included in other accrued liabilities, respectively, in the Statement of Assets
and Liabilities were as follows (in thousands):



<TABLE>
<S>                                           <C>        <C>
                                                         Accrued
                                              Pension    Pension
                                              Expenses   Liability
- --------------------------------------------------------------------------------
    GIP.....................................   $25        $102
    CGP.....................................    11          48
</TABLE>


                                      109
<PAGE>

PORTFOLIOS
Notes to Financial Statements

6. Bank Borrowings

The Portfolios may borrow money for temporary or emergency purposes. Any
borrowings representing more than 5% of a Portfolio's total assets must be
repaid before the Portfolio may make additional investments. The Portfolios
have entered into an agreement, enabling them to participate with other Chase
Vista Funds in an unsecured line of credit with a syndicate of banks, which
permits borrowings up to $350 million, collectively. Interest is charged to
each Portfolio based on its borrowings at an annual rate equal to the sum of
the Federal Funds Rate plus 0.35%. The Portfolios also pay a commitment fee of
0.075% per annum on the average daily amount of the available commitment, which
is allocated, on a pro-rata basis to the funds. The commitment fee is included
in Other expenses on the Statement of Operations. Borrowings are payable on
demand.

The Portfolios had no borrowings outstanding at October 31, 1999, nor at any
point during the year.


                                      110
<PAGE>

- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------


To the Trustees and Beneficial Unit Holders of
Growth and Income Portfolio and Capital Growth Portfolio


In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets present fairly, in all material
respects, the financial position of Growth and Income Portfolio and Capital
Growth Portfolio (the "Portfolios") at October 31, 1999, the results of their
operations for the year then ended and the changes in their net assets for the
two years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
Portfolios' management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at October 31, 1999 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed
above.


PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
December 13, 1999

                                      111



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