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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 1999
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Chase Funding, Inc.
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(Exact name of registrant specified in Charter)
New York 333-64131 13-3840732
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
300 Tice Boulevard
Woodcliff Lake, NJ 07675
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (201) 782-9084
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(Former name and former address, if changed since last report)
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ITEM 5. Other Events
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Filing of Legality and Tax Opinions
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Attached as Exhibit 99.1 is the opinion of Morgan, Lewis &
Bockius LLP with respect to the legality of the Company's Series 1999-1 Mortgage
Loan Asset-Backed Certificates and certain tax matters relating thereto.
ITEM 7. Financial Statements and Exhibits
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(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(99.1) Legal Opinion
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHASE FUNDING, INC.
March 26, 1999
By: /s/ Eileen A. Lindblom
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Name: Eileen A. Lindblom
Title: Vice President
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INDEX TO EXHIBITS
Exhibit No. Description Page
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(99.1) Legal Opinion 5
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March 26, 1999
Chase Funding, Inc.
343 Thornall Street
Edison, NJ 08837
Re: Chase Funding Mortgage Loan
Asset-Backed Certificates, Series 1999-1
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Ladies and Gentlemen:
We have acted as counsel for Chase Funding, Inc. (the "Company"), in connection
with the sale by the Company of approximately $365,000,000.00 in aggregate
principal amount of Mortgage Loan Asset- Backed Certificates, Series 1999-1 (the
"Certificates"). The Certificates are issued under the terms of a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") dated as of March 1,
1999, by and among the Company, as depositor, Chase Manhattan Mortgage
Corporation, as Master Servicer, Advanta Mortgage Corp. USA, as Subservicer, and
Citibank, N.A., as Trustee. The Offered Certificates will be purchased by Morgan
Stanley & Co. Incorporated, Chase Securities, Inc. and Lehman Brothers Inc. (the
"Underwriters") for resale to the public pursuant to an Underwriting Agreement
dated March 23, 1999 between the Company and Morgan Stanley & Co. Incorporated,
an Underwriting Agreement dated December 16, 1998 between the Company and Chase
Securities, Inc. and an Underwriting Agreement dated March 23, 1999 between the
Company and Lehman Brothers, Inc. and a Terms Agreement dated March 23, 1999
among the Company and Morgan Stanley & Co. Incorporated, Chase Securities, Inc.
and Lehman Brothers, Inc. (together, the "Underwriting Agreement"). Capitalized
terms used and not defined herein have the meanings given to them in the
Prospectus Supplement.
We have examined a signed copy of the Registration Statement on Form S-3 (No.
333-64131) filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "1933
Act"), in the form in which it initially became effective (the "Registration
Statement") and as amended to the date hereof, and the Company's Prospectus (the
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Chase Funding, Inc.
March 26, 1999
Page 2
"Prospectus") dated March 23, 1999 and the Prospectus Supplement (the
"Prospectus Supplement") dated March 23, 1999 relating to the Offered
Certificates. We also have examined the originals or copies, certified or
otherwise identified to our satisfaction, of all such records of the Company and
all such agreements, certificates of public officials, certificates of officers
or representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein, including, without limitation, (i) the
Restated Certificate of Incorporation of the Company; (ii) the By-Laws of the
Company; (iii) copies of certain unanimous consents adopted by the Board of
Directors of the Company authorizing the issuance and sale of the Certificates
and purchase of the Mortgage Loans; (iv) the Pooling and Servicing Agreement;
(v) the forms of the Class A Certificates, the Class M Certificates and the
Class B Certificates and (vi) the Underwriting Agreement.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity of
all documents submitted to us as certified or photostatic copies to the original
documents and the authenticity of such documents. We have assumed that any
documents executed by any party other than the Company are the legal, valid and
binding obligation of such party. As to any facts material to the opinions
expressed herein that we did not establish independently or verify, we have
relied upon the truth, accuracy and completeness of the statements and
representations of the Company, its officers and other representatives, the
Trustee and others. Whenever the phrase "to the best of our knowledge" or "of
which we are aware" is used herein, it refers in each case to the actual
knowledge of the attorneys of this firm involved in the representation of the
Company in this transaction.
We express no opinion as to the effect of the laws of any jurisdiction other
than the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Certificates have been duly authorized and, when
executed and authenticated as specified in the Pooling and Servicing Agreement
and delivered and paid for, will be validly issued, fully paid, nonassessable
and entitled to the benefits of the Pooling and Servicing Agreement.
(ii) Assuming (a) ongoing compliance with all of the
provisions of the Pooling and Servicing Agreement and (b) the filing of
elections, in accordance with the Pooling and Servicing Agreement, to be treated
as a "real estate mortgage investment conduit" (a "REMIC") pursuant to
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Chase Funding, Inc.
March 26, 1999
Page 3
Section 860D of the Internal Revenue Code of 1986, as amended (the "Code") for
Federal income tax purposes, each of the Master REMIC and the Subsidiary REMIC
will qualify as a REMIC as of the Closing Date and each will continue to qualify
as a REMIC for so long as it complies with amendments after the date hereof to
any applicable provisions of the Code and applicable Treasury Regulations.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement and the related prospectus under the heading "Legal Matters", without
admitting that we are "experts" within the meaning of the Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement including this Exhibit.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
